24-Tony Emails Exchange Keyword Freedom Center (W Redaction)

Tony Capaci
From: Tony Capaci

Sent: Thursday, January 13, 2011 8:34 AM
To: Becky Blatt
Cc: Chris Bruner; National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Subject: review of pepper certifications (NURFC)
Tracking:
Tracking Recipient Delivery
Becky Blatt Delivered: 1/13/2011 8:34 AM
Chris Bruner Delivered: 1/13/2011 8:34 AM
National Underground Railroad Freedom Center
(594@ocfcsp.oasfc.local)
Amy Rice Delivered: 1/13/2011 8:34 AM

Becky,
Chris and I each reviewed the two certifications for John Pepper and do not have any changes. Do you want us to meet
with Kathy (if so please schedule a meeting) or is Kathy going to send these on to John Pepper.
Let me know
Thanks,
Tony Capaci
Chief Financial Analyst
Ohio Cultural Facilities Commission
100 E. Broad Street, Suite 300
Columbus, OH 43215‐3416
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
e‐mail: tcapaci@culture.ohio.gov
website: www.culture.ohio.gov
The Ohio Cultural Facilities Commission, formerly the Ohio Arts & Sports Facilities Commission, oversees capital improvement funds appropriated by the Ohio
General Assembly and Governor for community cultural facility projects including non‐profit theaters, museums, historical sites and publicly owned professional
sports venues. You are invited to visit www.culture.ohio.gov or call (614) 752‐2770 for more information on the Commission or to learn how we can assist your
cultural facility project.

20
Tony Capaci
To: nicolelhamilton@cinbell.blackberry.net
Cc: DMurphy@nurfc.org; Kathy Fox; Bernard Cason
Subject: RE: Second amendment to base lease not in package
Nicole,
We will UPS four copies of the Second Amendment to the Base Lease overnight.
Thanks,
Tony

‐‐‐‐‐Original Message‐‐‐‐‐
From: Tony Capaci
Sent: Monday, May 05, 2008 5:12 PM
To: 'nicolelhamilton@cinbell.blackberry.net'

One of those crazy things...I will re‐send the document tomorrow.
Thanks,
Tony

From: nicolelhamilton@cinbell.blackberry.net [mailto:nicolelhamilton@cinbell.blackberry.net]
To: Tony Capaci; Don Murphy
Subject: Re: Second amendment to base lease not in package

I suppose you need to go ahead and resend them as I did double check and I don't have four
extra sets of a 24 page document, I'm just as sure as Mandy is on your end that they were in
the package.
Thanks,
Nicole
Sent from my BlackBerry device from Cincinnati Bell Wireless

From: "Tony Capaci" <tcapaci@culture.ohio.gov>

Date: Mon, 5 May 2008 16:47:17
To:<DMurphy@nurfc.org>

Hi Nicole,
This is a crazy thing but Mandy on this end says she opened the package and put all the
contents on my desk. At any rate could you check one last time. If you do not find anything
I will send Don four blank copies.
Thanks…I will probably be in touch tomorrow.
Tony

From: NHamilton@nurfc.org [mailto:NHamilton@nurfc.org] On Behalf Of DMurphy@nurfc.org
To: Tony Capaci
Cc: DMurphy@nurfc.org; Kathy Fox
Importance: High
21

Hi Tony,

I personally put all the documents that you sent back into the envelope‐once Don signed them
and I notarized them.

I only have the copies I made of the complete package. Something is very wrong.

Please let me know.

Thanks,
Nicole Hamilton
Executive Assistant to the CEO
Phone: 513‐333‐7516
Fax: 513‐333‐7712

Don Murphy, CEO
The Freedom Center
50 East Freedom Way
Cincinnati, OH 45202
513 333‐7530
Cell: 513 503‐3772
Fax: 513 333‐7712

"Tony Capaci" <tcapaci@culture.ohio.gov>
05/05/2008 04:11 PM

To
<DMurphy@nurfc.org>

cc
"Kathy Fox" <KFox@culture.ohio.gov>

Subject
Second amendment to base lease not in package

Don,
I received four copies of signed documents for the CUA, Memorandum of Lease and First
Amendment to the CAF. Although your cover letter mentioned the Second Amendment to the Base
Lease was included I, and the office coordinator who opened the package, could not find it.
Is it possible you inadvertently left it out? Could you kindly check. Also, you dated the
documents May 1, 2008. I am not sure if it is acceptable they be dated when you sign them or
when Kathy signs them. I will check into it and let you know. Finally, I will schedule a
signing with Kathy after we received:
1)The $450K escrow check made payable to OCFC
2) The subordination agreement
3) Clear title opinion letter
22

We will hold these signed documents in escrow until then.
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
e‐mail: <mailto:tcapaci@culture.ohio.gov> tcapaci@culture.ohio.gov
website: <http://www.culture.ohio.gov/> www.culture.ohio.gov
The Ohio Cultural Facilities Commission, formerly the Ohio Arts & Sports Facilities
Commission, oversees capital improvement funds appropriated by the Ohio General Assembly and
Governor for community cultural facility projects including non‐profit theaters, museums,
historical sites and publicly owned professional sports venues. You are invited to visit
<http://www.culture.ohio.gov/> www.culture.ohio.gov or call (614) 752‐2770 for more
information on the Commission or to learn how we can assist your cultural facility project.
23
Tony Capaci
From: Amy Rice
Sent: Monday, January 03, 2011 12:54 PM
To: 'BReece@nurfc.org'
Cc: dmurphy@nurfc.org; Tony Capaci; Chris Bruner; National Underground Railroad Freedom
Center (594@ocfcsp.oasfc.local)
Subject: FW: release of liens/title of opinion
Attachments: title opinion letter form.doc
Ben,

Please advise of the status of the title opinion letter.

Thank you!
Amy

From: Amy Rice
Sent: Thursday, December 16, 2010 10:00 AM
To: Tony Capaci; 'BReece@nurfc.org'
Subject: RE: release of liens/title of opinion

Ben,

Attached is the title opinion letter template Tony mentioned below. Please have your attorney complete and forward as
quick as possible.

Thank you,
Amy

Amy Rice
Chief Project Manager
Columbus, OH 43215-3416
Telephone: 614-752-2770
Direct: 614-728-8931
Fax: 614-752-2775
e-mail: arice@culture.ohio.gov
The Commission offices will be closed for the holidays beginning Thursday, December 23 at 5 p.m. through Friday,
December 31, 2010 at 5 p.m. We will re‐open Monday, January 3, 2011 at 8 a.m.
Building Culture in Ohio's Communities: The Ohio Cultural Facilities Commission, formerly the Ohio Arts & Sports Facilities Commission, oversees
capital improvement funds appropriated by the Ohio General Assembly and Governor for community cultural facility projects including non-profit
theaters, museums, historical sites and publicly owned professional sports venues. You are invited to visit www.culture.ohio.gov or call (614) 752-2770
for more information on the Commission or to learn how we can assist your cultural facility project.

24
From: Tony Capaci
Sent: Tuesday, December 14, 2010 10:57 AM
To: BReece@nurfc.org
Cc: Chris Bruner; Amy Rice; National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Subject: release of liens/title of opinion

Ben,
As you may recall we will require a title of opinion letter on your attorney’s letterhead confirming clean title to the
building. (In the past there were some issues with mechanics liens) Amy will forward you a copy of the opinion of title
template however, until then I would like your confirm that title is clean. I suppose the banks removed all of their liens.
Please respond.
Thanks,

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

25
Tony Capaci
From: Kathy Fox
Sent: Thursday, December 30, 2010 8:09 PM
To: jepepjr@aol.com
Cc: dmurphy@nurfc.org; BReece@nurfc.org; robinson.kb.1@pg.com; Chris Bruner; Tony Capaci;
Amy Rice; National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Subject: RE: Your note to Jeff Rohr.....
John,
Thank you for your note regarding the guaranty. We’ll look forward to receiving the documents.

Regarding your request for release of the escrow funds in addition to the $850K appropriation, this issue is under review
by the Commission’s Treasurer as he reviews our draft staff report on the Freedom Center. Our Treasurer is an
uncompensated Commission Member; he is on a family trip over the holidays, one that I am certain is well deserved
given his many business and civic responsibilities. We expect to receive his feedback next week and we will be back in
touch with you after that. In the meantime, we will look forward to receiving the back‐up business plan from Don and
updated cash flow projections from Ben. Our staff will begin its review immediately upon receipt, as we have done with
all prior information.

Thank you again for your note.

With my very best wishes for the new year,

Kathy

Kathleen M. Fox, FASLA
Executive Director
Vox: 614.752.2770
Fax: 614-752-2775
e-mail: kfox@culture.ohio.gov
kfox@post.harvard.edu
visit our website: www.culture.ohio.gov

From: jepepjr@aol.com [mailto:jepepjr@aol.com]
To: Kathy Fox
Cc: dmurphy@nurfc.org; BReece@nurfc.org; robinson.kb.1@pg.com
Subject: Your note to Jeff Rohr.....
Kathy,
I saw a copy of your note to Jeff Rohr. We have little choice but to accept your point of view on this and I’ll go
ahead to sign the papers as you have given them to me.
I hope now that, as the office re-opens, we’ll be able to come to grips with the issue of my being able to also
guarantee the other $450,000. My guarantee on this will be total, and it will be on the same terms that apply to
the $850,000 and, to repeat, the availability of these funds as crucial to giving us the “running room” to get to
the point in time where we hope and expect Federalization funds to be available. Don will be separately
sending you the back-up business plan that you’ve requested in the event Federalization does not take place. To
28
be absolutely clear with you, this institution and mission are far too important to put all our eggs in that basket,
even as we continue to be hopeful of it coming through and even as it remains our #1 priority by far.
John E. Pepper
29
Tony Capaci
From: Kathy Fox
To: Chris Bruner; Tony Capaci
Cc: Amy Rice; National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Subject: FW: Your note to Jeff Rohr.....

To: Kathy Fox
Kathy,
John E. Pepper
30
Tony Capaci
From: Kathy Fox
Sent: Wednesday, December 29, 2010 6:52 AM
To: Rohr, Jeffrey L.; jepepjr@aol.com
Cc: Tony Capaci; Chris Bruner; 594@ocfcsp.oasfc.local; dmurphy@nurfc.org; Donald's Yahoo;
BReece@nurfc.org; Amy Rice
Subject: RE: Contractual Papers....
Jeff,
Thank you for forwarding to me your email from Monday. Since your original email went to a staff member and our
office is closed this week for mandatory Cost Savings furlough days, I had no other way of obtaining a copy of your email
this week; It was helpful that you were able to forward it to me.

I sent your comments to our legal counsel on Tuesday. He informs me that the language changes you suggested for the
guaranty document would alter the Commission’s ability to collect timely, should the guaranty need to be called in. He
also notes that the contract language for which changes are now suggested is part of the standard form document that
was sent out initially for review six weeks ago, and further, the language is typical for financial guaranties. He is unable
to recommend to the Commission that the standard document be changed to reflect the suggestions you forwarded.

Sincerely,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

From: Rohr, Jeffrey L. [mailto:JRohr@Graydon.com]
Sent: Tuesday, December 28, 2010 2:13 PM
To: Kathy Fox; jepepjr@aol.com
Cc: Tony Capaci; Chris Bruner; 594@ocfcsp.oasfc.local; dmurphy@nurfc.org; Donald's Yahoo; BReece@nurfc.org
Kathy,
I have attached the Letter (with comments) that I sent yesterday. Please contact me with any questions.
Jeff Rohr
Graydon Head & Ritchey LLP
1900 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
Phone: (513) 629-2852
31
Fax: (513) 651-3836
E-mail: Jrohr@graydon.com
The following information is from the law firm of Graydon Head & Ritchey LLP and may be protected by attorney/client
privilege. If you believe it has been sent to you in error, do not read it. Please reply to the sender that you have received
the message in error, then delete the message.
Do not retain a copy. Thank you.
**********************************
12-28-10
From: Kathy Fox [mailto:KFox@culture.ohio.gov]

To: jepepjr@aol.com
Cc: Tony Capaci; Chris Bruner; 594@ocfcsp.oasfc.local; Rohr, Jeffrey L.; dmurphy@nurfc.org; Donald's Yahoo;
BReece@nurfc.org
Dear John,
Yes, I received your email of 12/24/10 at 5:30 PM. As mentioned in a prior email, our office is closed for mandatory Cost
Savings furlough days this week. The office will reopen on Monday 1/3/2011. Could you please have your attorney
forward his question to me since my staff is not available this week? I will be speaking with our legal counsel this
afternoon, so if there is a new question it would be helpful for me to know what it is today.

The status of the Freedom Center project review remains unchanged from my last email: our Commission Treasurer is
reviewing the Commission staff’s draft report. I expect the Treasurer’s feedback next week. On Monday when our
office reopens and Tony Capaci is available, he can review any new information that Ben may have provided.

Best regards,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Cc: jepepjr@aol.com
Subject: Contractual Papers....
(Dictated but not read by John Pepper)

32
-------------------------
Dear Kathy,
I just want you to know that I’ll be getting the contractual papers you sent me back to the appropriate office
early the week of January 10. I’ll mail out the week prior to that. My lawyer has raised one, I think relatively
minor, question with your staff.
I’m assuming you’ll let Tom and Ben know if there are any “missing pieces” as far as you’re concerned,
preparing for the review with your committee in February.
Also, and very importantly, I would like to process the additional $450,000 at that same time. I think you have
my earlier e-mail. My wife and I will guarantee that. Given that, I don’t think you will be incurring any risk.
Furthermore, as pointed out and I think Ben will be getting back to you, our latest cash flow numbers show that
$450,000 as being vital to carrying us through to the point where we believe Federalization funds will be
available.
Feel free to give me a call if any part of this is something that would benefit from our talking.
Best regards,
John Pepper
(513) 293-7474
33
Tony Capaci
From: Rohr, Jeffrey L. [JRohr@Graydon.com]
Cc: Tony Capaci; Chris Bruner; 594@ocfcsp.oasfc.local; dmurphy@nurfc.org; Donald's Yahoo;
BReece@nurfc.org
Attachments: Pepper changes.PDF
Kathy,
Jeff Rohr
511 Walnut Street
Phone: (513) 629-2852
Fax: (513) 651-3836
**********************************
12-28-10

To: jepepjr@aol.com
BReece@nurfc.org
Dear John,


Best regards,
Kathy

34
Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Cc: jepepjr@aol.com

-------------------------
Dear Kathy,
available.
Best regards,
John Pepper
(513) 293-7474
35
Tony Capaci
From: Kathy Fox
To: jepepjr@aol.com
Cc: Tony Capaci; Chris Bruner; National Underground Railroad Freedom Center (594
@ocfcsp.oasfc.local); JRohr@Graydon.com; <dmurphy@nurfc.org>; Donald's Yahoo;
BReece@nurfc.org
Dear John,


Best regards,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Cc: jepepjr@aol.com

-------------------------
Dear Kathy,
36
available.
Best regards,
John Pepper
(513) 293-7474
37
Tony Capaci
From: Kathy Fox
Sent: Wednesday, December 22, 2010 5:01 PM
To: Donald's Yahoo
Cc: <jepepjr@aol.com>; <dmurphy@nurfc.org>; Tony Capaci; Chris Bruner; Amy Rice; <594
@ocfcsp.oasfc.local>; Ken Robinson
Subject: RE: Freedom Center - Guarantee....
Don,
Thanks for your note. We look forward to receiving any additional information that is available, including a business
plan the Freedom Center is preparing or has prepared to address the possibility that federalization may not take place.
Tony Capaci has asked Ben for a business plan that would accommodate such an event, but has not received it yet. You
and I spoke about the need for the Freedom Center’s Executive Committee or Board to approve such a fallback business
plan, and I hope that approval is being scheduled.

So there is no misunderstanding, the purpose for us sharing with you the draft staff report in early January is so that we
can make sure all the facts are correct in the report; it is not our intention to create a debate about the analysis or
recommendations our staff will be providing to the Commission. I’m sure you can appreciate this distinction.

We look forward to receiving the business plan as soon as it is available. We will need it no later than the first week in
January in order to review it and make any updates to our staff report.

Thank you, and my best wishes for the holidays and the new year!
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

From: Donald's Yahoo [mailto:donmurphy10850@yahoo.com]
To: Kathy Fox
Cc: <jepepjr@aol.com>; <dmurphy@nurfc.org>; Tony Capaci; Chris Bruner; Amy Rice; <594@ocfcsp.oasfc.local>; Ken
Robinson
Subject: Re: Freedom Center - Guarantee....
Kathy
Thanks for your response to John's note. If Ben's cash flow did not show the escrowed amount it should have. In
addition, based on our last phone conversation, I believe we shoild have the opportunity to respond to the staff
report. This in light of the fact we have made significant budget adjustments that will give us a strong option for
sustainability without federalization.
38
I look forward to discussing this further after the first of the new year.
Have a Meery Christmas and a very prosperous New Year.
Warm regards,
Don
No greater love hath a man than this: to lay down his life for his friends.
On Dec 22, 2010, at 14:54, "Kathy Fox" <KFox@culture.ohio.gov> wrote:
John,
Thank you for your note regarding the status of the guaranty documents for the $850,000
appropriation. We will look forward to receiving them within a few weeks.
You also inquired about the escrowed funds the Commission is holding in the event a “management
transition” is required for the facility, as specified in our existing agreements with the Freedom Center.
Our financial analysis group reviewed the recent request to release the escrowed funds, and is unable
to recommend such a release even with a guaranty. In the event that federalization does not occur and
the Freedom Center is unable to continue to operate the building, the escrowed funds will be needed to
provide for utilities, security and insurance on the building until such time as a new non‐profit cultural
use can be put in place, or there is another suitable disposition for the building. Our financial analysis
group has included its recommendations in our draft staff report, which is now being reviewed by the
Commission Treasurer. Our financial analysis group also reviewed the cash flow projection provided by
Ben Reece at the Freedom Center. The cash flow projection anticipates $850,000 from the Commission
in February 2011, but does not indicate a return of the escrowed funds.
Once the Commission Treasurer has provided his feedback on the draft report, we will send the report
to the Freedom Center for your information. Please note that our office will be closed beginning Friday,
December 24 through the end of the year for mandatory Cost Savings furlough days. Our office will
reopen on Monday, January 3, 2011.
Best regards,
Kathy
39
Executive Director

Vox: 614.752.2770
Fax: 614-752-2775
Building Culture in Ohio's Communities: The Ohio Cultural Facilities Commission, formerly the Ohio Arts & Sports Facilities
Commission, oversees capital improvement funds appropriated by the Ohio General Assembly and Governor for community cultural
facility projects including non-profit theaters, museums, historical sites and publicly owned professional sports venues. You are
invited to visit www.culture.ohio.gov or call (614) 752-2770 for more information on the Commission or to learn how we can assist
your cultural facility project.

To: Kathy Fox
Cc: dmurphy@nurfc.org
Subject: Freedom Center - Guarantee....
Kathy,
I have the documents supporting the $850,000 and have sent them on to my lawyer. I expect we'll be
able to process these quite quickly.
There is the additional $450,000 or so that is also being held in escrow that my wife and I want to
guarantee so they can also be released in February. This, of course, is as we talked in the past. Could I
ask that documents covering these funds also be sent to me so I can move them along.
Best regards,
John Pepper
40
Tony Capaci
From: Donald's Yahoo [donmurphy10850@yahoo.com]
To: Kathy Fox
Cc: <jepepjr@aol.com>; <dmurphy@nurfc.org>; Tony Capaci; Chris Bruner; Amy Rice; <594
@ocfcsp.oasfc.local>; Ken Robinson
Kathy
Warm regards,
Don
John,
41
Best regards,
Kathy
Executive Director

Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Kathy,
42
Best regards,
John Pepper
43
Tony Capaci
From: Kathy Fox
To: jepepjr@aol.com
Cc: dmurphy@nurfc.org; Tony Capaci; Chris Bruner; Amy Rice; National Underground Railroad
Freedom Center (594@ocfcsp.oasfc.local)
John,
Thank you for your note regarding the status of the guaranty documents for the $850,000 appropriation. We will look
forward to receiving them within a few weeks.

You also inquired about the escrowed funds the Commission is holding in the event a “management transition” is
required for the facility, as specified in our existing agreements with the Freedom Center. Our financial analysis group
reviewed the recent request to release the escrowed funds, and is unable to recommend such a release even with a
guaranty. In the event that federalization does not occur and the Freedom Center is unable to continue to operate the
building, the escrowed funds will be needed to provide for utilities, security and insurance on the building until such
time as a new non‐profit cultural use can be put in place, or there is another suitable disposition for the building. Our
financial analysis group has included its recommendations in our draft staff report, which is now being reviewed by the
Commission Treasurer. Our financial analysis group also reviewed the cash flow projection provided by Ben Reece at the
Freedom Center. The cash flow projection anticipates $850,000 from the Commission in February 2011, but does not
indicate a return of the escrowed funds.

Once the Commission Treasurer has provided his feedback on the draft report, we will send the report to the Freedom
Center for your information. Please note that our office will be closed beginning Friday, December 24 through the end
of the year for mandatory Cost Savings furlough days. Our office will reopen on Monday, January 3, 2011.

Best regards,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Kathy,
44
I have the documents supporting the $850,000 and have sent them on to my lawyer. I expect we'll be able to process
these quite quickly.
There is the additional $450,000 or so that is also being held in escrow that my wife and I want to guarantee so they can
also be released in February. This, of course, is as we talked in the past. Could I ask that documents covering these
funds also be sent to me so I can move them along.
Best regards,
John Pepper
45
Tony Capaci
From: Amy Rice
To: dmurphy@nurfc.org
Cc: Tony Capaci
Don,

I forgot to copy you on the email below.

Thank you,
Amy

From: Amy Rice

Ben,

quick as possible.

Thank you,
Amy

Amy Rice
Telephone: 614-752-2770
Direct: 614-728-8931
Fax: 614-752-2775

From: Tony Capaci
46

Ben,
Please respond.
Thanks,

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

47
Tony Capaci
From: Amy Rice
Ben,

quick as possible.

Thank you,
Amy

Amy Rice
Telephone: 614-752-2770
Direct: 614-728-8931
Fax: 614-752-2775

From: Tony Capaci

Ben,
Please respond.
Thanks,

48

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

49
Tony Capaci
From: Chris Bruner
To: Tony Capaci
Subject: NURFC -- Hamilton County Recorder's results (with links)
Unregistered Land: Indiv. Names | Corporations | Book/Page # | Document #| Subdiv/Lot | Sect/Town/Range | Mil. Survey
Registered Land: Indiv. Names | Corporations | Book/Page # | Document #| Certificate # | By Date
Other Searches: Subdivision Index | Military Discharges | Partnership Names | 8th Series Images
Search Unregistered Land: Corporations Select Parties Select Documents
Viewing Results: 1 - 19 of 19
Pages: 1
Select Document
Select Document Book Party Name Document Type Date 8th Series Status Remarks
Number / Recorded / Legal
Page Desc
02 210522 9060 / NATIONAL DEED 10/21/2002 153 / 10

4169 UNDERGROUND
RAILROAD FREEDOM
CENTER INC
DECLARATION
02 231507 9088 / NATIONAL NOTICE OF 11/20/2002 153 / 11

5322 UNDERGROUND COMMENCEMENT
RAILROAD FREEDOM
CENTER INC

RAILROAD FREEDOM
CENTER INC AMENDED

RAILROAD FREEDOM
CENTER INC AMENDED
03 335991 9215 / NATIONAL LEASE 03/27/2003 153 / 10

5031 UNDERGROUND
RAILROAD FREEDOM
CENTER INC
MEMORANDUM
03 353984 9237 / NATIONAL MORTGAGE 04/16/2003 BANKS, THE

4717 UNDERGROUND PHASE 1 - 3
RAILROAD FREEDOM
CENTER INC
03 380605 9270 / NATIONAL NOTICE OF 05/19/2003 BANKS, THE

4095 UNDERGROUND COMMENCEMENT PHASE 1 - 3
RAILROAD FREEDOM
CENTER INC

RAILROAD FREEDOM
57
CENTER INC FOURTH
AMENDED
03 597200 9492 / NATIONAL MECHANICS LIEN 12/29/2003 BANKS, THE

RAILROAD FREEDOM
CENTER INC
04 46715 9529 / NATIONAL MECHANICS LIEN 02/06/2004 BANKS, THE

RAILROAD FREEDOM
CENTER INC
04 46964 9529 / NATIONAL LIEN ON PUBLIC 02/06/2004 NO LEGAL

3926 UNDERGROUND FUNDS
RAILROAD FREEDOM
CENTER INC
04 62935 9549 / NATIONAL REAL ESTATE ON 03/02/2004 BANKS, THE

12 UNDERGROUND FINANCING PHASE 1 - 3
RAILROAD FREEDOM STATEMENT
CENTER INC

RAILROAD FREEDOM
CENTER INC
08 52059 10826 BOARD OF COUNTY DEED 04/17/2008 BANKS, THE

/ 1641 COMMISSIONERS OF PHASE 1 - 3,
HAMILTON COUNTY BANKS, THE
SECOND AMENDME PHASE 1 - 7
08 52671 10829 NATIONAL RELEASES ON 04/18/2008 BANKS, THE

/ 908 UNDERGROUND SEPARATE PHASE 1 - 3
RAILROAD FREEDOM INSTRUMENT
CENTER INC
08 109841 10920 NATIONAL LEASE 08/08/2008

/ 522 UNDERGROUND
RAILROAD FREEDOM
CENTER INC
08 145407 10987 NATIONAL CONTINUATION OF 10/30/2008 BANKS, THE

/ 445 UNDERGROUND FINANCING PHASE 1 - 3
CENTER INC
08 150892 10997 NATIONAL AMENDMENT OF 11/13/2008 BANKS, THE

/ 1024 UNDERGROUND FINANCING PHASE 1 - 3
CENTER INC
10 50647 11425 NATIONAL RELEASES ON 05/07/2010 BANKS AVE.

/ 1428 UNDERGROUND SEPARATE SUB - 3
RAILROAD FREEDOM INSTRUMENT
CENTER INC
Viewing Results: 1 - 19 of 19
Pages: 1
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Chris Bruner
Consultant

Office: (614)752‐2774
E‐mail: cbruner@culture.ohio.gov
Website: http://culture.ohio.gov/


59
Tony Capaci
From: Chris Bruner
To: Kathy Fox
Cc: Tony Capaci; 594@ocfcsp.oasfc.local
Subject: NURFC -- Cash flow responses and what we still need from them FW: questions on cash flow
Attachments: Responses to TC email dated 12-6-10.doc
Kathy:

I have reviewed Ben’s responses to Tony’s latest set of questions. They seem reasonable, but I do not believe the new
information will alter our position on NURFC, which we discussed last week.

It will still be important to have the back‐up plan, approved by the board of directors, that details the steps they will
take if things turn out worse than expected. All of that information will need to be incorporated into our financial
analysis before we can make a final recommendation.

This back‐up plan is currently the only piece of information on which we are waiting. Tony last requested it on Monday,
December 6, 2010.

Thanks,
‐‐CB

Chris Bruner
Consultant

Office: (614)752‐2774

From: Tony Capaci
To: Chris Bruner
Subject: FW: questions on cash flow
Kathy asked me to forward this response that Tony received from NURFC

Keith Wiley
Management Information Coordinator
Telephone: 614-752-2770
Direct: 614-995-7557
Fax: 614-752-2775
e-mail: kwiley@culture.ohio.gov
60

From: BReece@nurfc.org [mailto:BReece@nurfc.org]
Sent: Monday, December 06, 2010 2:12 PM
To: Tony Capaci
Subject: RE: questions on cash flow
Tony,
Attached is my response to your three questions below, I believe Don has asked Kathy for clarification to your last
paragraph. Please let me know if you have any other questions.
Thank you,

To: <BReece@nurfc.org>
Cc: "Kathy Fox" <KFox@culture.ohio.gov>, "Chris Bruner" <cbruner@culture.ohio.gov>, <594@ocfcsp.oasfc.local>
Date: 12/06/2010 01:20 PM
Ben,
Thank you for your response, I hope you are feeling better and I hope all went well with your mother’s surgery. I have reviewed
your response and have a few more questions:
1) Could you kindly back out any permanently restricted funds included as cash inflow in the cash flow and resubmit.
2) I am not clear on your explanation to my DOE funding question. Let me re‐phrase my question; Footnote #2 in the 12/31/09
audit indicates $400k is to be received from the DOE between the period 10/1/09‐9/30/11 however, your cash flow indicates $760K
of cash coming in from the DOE between 10/1/10‐ 9/30/11. You mention accruals however, since it is a cash flow the only aspect
we are concerned with is how much cash in coming in. Please confirm to me the expected cash coming in from the DOE between
now and 9/30/11 and adjust the cash flow if need be.
3) You indicate operating expenses have been significantly reduced in the area of professional lobbyist, fundraising and traveling
exhibits.
However, I suspect the professional lobbyist was used to assist in the obtaining of the federal legislation and the fundraising
obviously to be used in helping to attain your fundraising cash inflow projection. I note your fundraising cash inflow projection is in
keeping with the actual fundraising revenues recorded in your YTD 9/30/10 financials (which is significantly higher than actual
61
previous years) however, if you reduce fundraising costs will you be able to maintain the fundraising inflow levels indicated in the
cash flow? Also, how will cutting lobbyist affect the outcome of the federal legislation?

In formulating my recommendation to the Commission to approve the OCFC funding and in addition to Mr. Pepper’s guarantee I will
be looking at the probability of the Freedom Centers ability to remain viable until Federalization occurs, assuming OCFC funding in
February 2011. I know it is “your understanding” the full $3M of Federal dollars will be received in October 2011, fundraising will
continue at those levels recently obtained in your YTD 2010 numbers, and reduced operating cost will be realized as is indicated by
your cash projection however, in the event those expectations are not fully realized does the board have a back‐up plan? Kindly
share with me your sentiments so I may prepare for the possibility of those reservations.

Thanks,
Tony

Sent: Monday, December 06, 2010 10:46 AM
To: Tony Capaci
Tony,
I was out sick for much of last week. Attached is my response to your questions below, please let me know if you have
any other questions.
Thank you,

Date: 11/30/2010 12:34 PM

Ben,
I have reviewed the 15 month cash flow and have a few questions:
1) When I compare the private support in the cash flow to the total support in the financial statement at 9/30/10 (annualized) the
cash flow projections appear to line up. However, when I back the permanently restricted and temporarily restricted cash from the
9/31/10 financial the unrestricted support (on an annualized basis) appears to be quite a bit lower than the 2011 projection. I
62
suspect the permanently restricted fundraising on the 9/ 30/10 financial is for the operating endowment and should not be included
in a projected (operating) cash flow. Did you base your projection of the cash flow on the actual fundraising achieved as shown in
the 9/30/10 financials including temporarily restricted support. What are the restrictions on temporarily restricted that you
anticipate will allow it to be included for general operating purposes?
2) I see $485K in 12/10 for DOE and $275K through 9/ 2011 also for DOE for a total of $760K ( I assume no DOE funds have been
collected at YTD 9/30/10) However, footnote #2 in the 9/30/09 audit states the two year DOE grant for the two year period 10/1/09‐
9/30/11 is $400K? why the difference? Are state DOE funds included with the Federal in the cash flow?
3) The operating expenses on the accrual basis as indicated in the 9/30/09 audit (net of depreciation) are
approximately $8.2M; the operating expenses for 2010 as indicated on the proforma are $6.2M (also on the
accrual basis); YTD expenses net of depreciation on the 9/30/10 statement of activity are $5.6M for 9 months
or $7.6M (annualized); proforma 2011 are $5.6M; the cash outflows on the cash flow total $5.6M for 2011.
2011 proforma and cash flow is quite a decrease from FYE 09, proforma 2010 and annualized 2010. What are
the cuts in costs from the 9/30/09 audit that will account for $1.6M?

I am meeting with Kathy this afternoon to discuss the cash flow and if at all possible I would like to include your responses. If not
possible I will update Kathy on your response once I receive it.

Thanks,


Sent: Monday, November 29, 2010 3:01 PM
To: Tony Capaci
Subject: Re: estimated security cost for six months ( mothballed)
Attached are the cash flow statements requested, both are in one file.
As for estimating security cost, I would offer up that the systems be setup to automatically
contact either the local police or fire station or simply keep Guardsmark on call for an
automatic notification from the system, which would limit the cost to actual time needed,
Currently we pay an average of $18 per hour for Guardsmark Security Services. If deemed
necessary a guard could be kept at the console 24/7, we currently only have 24 hour coverage
six days a week.. I would estimate 24/7 service at a cost of $79,000 (365 days X 24 Hours x .5
X $18 per hour). Please let me know if you have any other questions.

63
Cc: "Chris Bruner" <cbruner@culture.ohio.gov>, <594@ocfcsp.oasfc.local>
Date: 11/23/2010 04:26 PM
Subject: estimated security cost for six months ( mothballed)

Ben,
Could you kindly give us an estimated security cost for six months if the building were to be mothballed.
Thanks,

Holiday Office Closure: The Ohio Cultural Facilities office will be closed on Thursday, November 25 and Friday, November 26 for
Thanksgiving Weekend. The office will re‐open on Monday, November 29 at 8 a.m.
Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
The Ohio Cultural Facilities Commission, formerly the Ohio Arts & Sports Facilities Commission, oversees capital improvement funds appropriated by the Ohio General
Assembly and Governor for community cultural facility projects including non‐profit theaters, museums, historical sites and publicly owned professional sports venues. You
are invited to visit www.culture.ohio.gov or call (614) 752‐2770 for more information on the Commission or to learn how we can assist your cultural facility project.
64
Tony Capaci
From: Kathy Fox
To: jepepjr@aol.com
Cc: dmurphy@nurfc.org; BReece@nurfc.org; robinson.kb.1@pg.com; 594@ocfcsp.oasfc.local;
Tony Capaci; Chris Bruner
Subject: RE: A Question--Freedom Cdenter
John,
Thank you. We are preparing the guaranty document, which will then be reviewed by the Attorney General’s office.
Once that is complete we will forward it to you.
Best,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

Sent: Sunday, December 05, 2010 10:28 AM
To: Kathy Fox
Cc: dmurphy@nurfc.org; BReece@nurfc.org; robinson.kb.1@pg.com; 594@ocfcsp.oasfc.local; Tony Capaci; Chris Bruner
Subject: Re: A Question--Freedom Cdenter
Kathy,
My home address is:
233 Oliver Road

I anticipate no problem meeting your 1/7/2011 date.
I know Ben Reece is working hard on answering your and Tony's every request.
Best, John
-----Original Message-----
From: Kathy Fox <KFox@culture.ohio.gov>
To: jepepjr@aol.com
Cc: dmurphy@nurfc.org; BReece@nurfc.org; robinson.kb.1@pg.com; 594@ocfcsp.oasfc.local; Tony Capaci
<tcapaci@culture.ohio.gov>; Chris Bruner <cbruner@culture.ohio.gov>
65
Sent: Sun, Dec 5, 2010 7:39 am
John,
We are still in need of your address in order to prepare the guaranty document. You previously replied with the two
names that will go into the guaranty document (your legal name and your wife’s legal name), but not the address. Once
we have the address, we can prepare the guaranty document and send it to you with instructions for signature. As to
timing, it would be helpful if you could return the guaranty document by January 7, 2011.

Our staff is still working on the financial analysis that will be part of our staff report to the Commission, and we did
receive the month by month cash flow that had been requested. Tony Capaci sent several follow up questions this
week, the answers for which I do not believe have been received yet from NURFC staff; I will check in with Tony Capaci
on this on Monday. As mentioned previously, the analysis may illustrate that, even if the Commission approves release
of the funds requested by the Freedom Center, there may be insufficient cash flow for the facility to remain in operation
until federalization. We would then need a plan from the Freedom Center, approved by the Freedom Center board,
detailing how the Freedom Center will remain a going concern.

The financial analysis is the critical path activity for keeping the Freedom Center’s request on track for the February 8
agenda, and timely responses from the Freedom Center to our staff’s follow up questions will be most helpful because
the financial analysis is an iterative process.

Thank you,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

Sent: Saturday, December 04, 2010 4:50 AM
To: Kathy Fox
Subject: A Question--Freedom Cdenter
Kathy,
I wonder when you would expect to be sending me the papers you will want me to fill out to guarantee the funds now
being held in escrow. Also I will appreciate when you will need to have the signed documents back in order to ensure this
goes on your February agenda.
Thanks.
John
66
Tony Capaci
From: Kathy Fox
To: Amy Rice
Cc: Tony Capaci; Chris Bruner
Subject: need assistance - Freedom Center guaranty
Attachments: Guaranty Agreement Form Document.pdf; cpa certification.doc
Amy,
Could you have JD or another staffer prepare a preliminary draft of the guaranty document for the Freedom Center?
Attached is a PDF of the document we want to use, so we need to make sure we have the correct corresponding Word
version. We also need to fill out the names/addresses of the CPA certification so it can go out with the guaranty docs.
Assume the 2/8/11 Commission meeting and ask Heather to assign a Resolution number. Tony and Chris have not yet
received answers to all their questions, so cannot finalize the FA yet, but we’re preparing the guaranty in the event
everything comes together. I’d like to review the draft as soon as it is ready, hopefully on Wednesday. Then we would
have the AGs office do their review.

Here are the names and address for the guarantors:

John E. Pepper, Jr.
Frances G. Pepper
233 Oliver Road

Thanks,
K

67
Tony Capaci
From: BReece@nurfc.org
To: Tony Capaci
Tony,
Thank you,

Date: 12/06/2010 01:20 PM
Ben,
exhibits.
68


Thanks,
Tony

To: Tony Capaci
Tony,
Thank you,

Date: 11/30/2010 12:34 PM

Ben,
69


Thanks,


To: Tony Capaci

70
Date: 11/23/2010 04:26 PM

Ben,
Thanks,

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
71
Tony Capaci
From: DMurphy@nurfc.org
To: Kathy Fox
Cc: 594@ocfcsp.oasfc.local; BReece@nurfc.org; Chris Bruner; jepepjr@aol.com; robinson.kb.1
@pg.com; Tony Capaci
Subject: RE: A Question--Freedom Center
Kathy,
In your last paragraph of your email to John Pepper, you say, "even if the Commission approves release of the funds
requested by the Freedom Center, there may be insufficient cash flow for the facility to remain in operation until
federalization. We would then need a plan from the Freedom Center, approved by the Freedom Center board, detailing
how the Freedom Center will remain a going concern." Are you asking for a cash flow plan from the Freedom Center in
addition to Mr. Peppers guarantee? And if so are you asking for that cash flow plan prior to the February Commission
meeting? We were of the understanding that Mr. Pepper's guarantee would be sufficient. Thanks for your clarification in
these two questions.
Warm regards,
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 417-3049
Fax: 513 333-7712
From: "Kathy Fox" <KFox@culture.ohio.gov>

To: <jepepjr@aol.com>
Cc: <dmurphy@nurfc.org>, <BReece@nurfc.org>, <robinson.kb.1@pg.com>, <594@ocfcsp.oasfc.local>, "Tony Capaci" <tcapaci@culture.ohio.gov>, "Chris
Bruner" <cbruner@culture.ohio.gov>
Date: 12/05/2010 07:44 AM
John,
We are still in need of your address in order to prepare the guaranty document. You previously replied with the two names that will
go into the guaranty document (your legal name and your wife’s legal name), but not the address. Once we have the address, we
can prepare the guaranty document and send it to you with instructions for signature. As to timing, it would be helpful if you could
return the guaranty document by January 7, 2011.

Our staff is still working on the financial analysis that will be part of our staff report to the Commission, and we did receive the
month by month cash flow that had been requested. Tony Capaci sent several follow up questions this week, the answers for which
I do not believe have been received yet from NURFC staff; I will check in with Tony Capaci on this on Monday. As mentioned
previously, the analysis may illustrate that, even if the Commission approves release of the funds requested by the Freedom Center,
there may be insufficient cash flow for the facility to remain in operation until federalization. We would then need a plan from the
Freedom Center, approved by the Freedom Center board, detailing how the Freedom Center will remain a going concern.

The financial analysis is the critical path activity for keeping the Freedom Center’s request on track for the February 8 agenda, and
73
timely responses from the Freedom Center to our staff’s follow up questions will be most helpful because the financial analysis is an
iterative process.

Thank you,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775
Building Culture in Ohio's Communities: The Ohio Cultural Facilities Commission, formerly the Ohio Arts & Sports Facilities Commission, oversees capital
improvement funds appropriated by the Ohio General Assembly and Governor for community cultural facility projects including non-profit theaters, museums,
historical sites and publicly owned professional sports venues. You are invited to visit www.culture.ohio.gov or call (614) 752-2770 for more information on the
Commission or to learn how we can assist your cultural facility project.

To: Kathy Fox
Kathy,
Thanks.
John
74
Tony Capaci
From: jepepjr@aol.com
To: Kathy Fox
Cc: dmurphy@nurfc.org; BReece@nurfc.org; robinson.kb.1@pg.com; 594@ocfcsp.oasfc.local;
Kathy,
My home address is:
233 Oliver Road

Best, John
To: jepepjr@aol.com
John,



Thank you,
Kathy

Executive Director
75
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Kathy,
Thanks.
John
76
Tony Capaci
From: Kathy Fox
To: jepepjr@aol.com
Cc: dmurphy@nurfc.org; BReece@nurfc.org; robinson.kb.1@pg.com; National Underground
Railroad Freedom Center (594@ocfcsp.oasfc.local); Tony Capaci; Chris Bruner
John,



Thank you,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Kathy,
77
Thanks.
John
78
Tony Capaci
From: Kathy Fox
To: jepepjr@aol.com
Cc: Don Murhpy; DMurphy@nurfc.org; Amy Rice; Tony Capaci; Chris Bruner; BReece@nurfc.org
Subject: RE: Freedom Center and Pepper
Dear John:

Thank you for your emails. Yes, we can prepare the guaranty agreement. Could you kindly
provide the legal names and address for yourself and your wife so that our legal counsel may
prepare the guaranty document? There are other agreements we will have prepared for signature
by the Freedom Center to be signed concurrently with the guaranty, assuming Commission
approval.

As conveyed last week, at this time we are awaiting the monthly cash flow projection from the
Freedom Center, from now through projected federalization and into positive cash flow. I
appreciate your assurances that the cash flow projection is forthcoming. Tony Capaci from
our office has been in conversation with Ben Reece about the cash flow for several weeks.
The cash flow projection may illustrate that, even if the Commission approves release of the
funds requested by the Freedom Center, there may be insufficient cash flow for the facility
to remain in operation until federalization. We would then need a plan from the Freedom
Center, approved by the Freedom Center board, detailing how the Freedom Center will remain a
going concern.

We are still aiming for the February 8 Commission meeting, but achieving this date is
dependent upon completion of our analysis and corresponding staff report, for which we await
information from the Freedom Center.

Thank you for your assistance.

Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

Sent: Monday, November 29, 2010 7:37 AM
To: Kathy Fox
Cc: dmurphy@nurfc.org; BReece@nurfc.org; robinson.ka@pg.com
Subject: Freedom Center and Pepper
Kathy,
80
In the flurry of e-mails and teh Thanksgiving holiday, I wanted to be sure I had been clear that I would ask you to prepare
the formal papers I will need to sign to release the funds now being held.
I can assure you that Ben Reece has been and is working non-stop to provide the information that you have requested.
John
81
Tony Capaci
From: John Pepper [jepepjr@aol.com]
Sent: Wednesday, November 24, 2010 9:03 PM
To: Kathy Fox
Cc: Don Murhpy; <DMurphy@nurfc.org>; <BReece@nurfc.org>; <594@ocfcsp.oasfc.local>;
Subject: Re: Freedom Center and Pepper
Kathy, please go ahead with the formal paperwork. John

Sent from my iPad

On Nov 24, 2010, at 12:57 PM, "Kathy Fox" <KFox@culture.ohio.gov> wrote:

> Dear John,
> I have reconfirmed for a second time this week that our financial analysis group still
awaits a month by month cash flow projection for the next 12 months from the Freedom Center's
finance staff. This item was requested November 9, 2010, and possibly prior to that. As of
this moment (3:56 PM, 11/24/10) we still await this information. It is the understanding of
our staff that the cash flow projection will not be made available to us until next week at
the earliest.
>
> As I've mentioned previously, our review process it iterative. The information we receive
often generates follow up questions for clarification. We are working as diligently as we
can, but must rely upon the Freedom Center to provide information timely. As soon as we
receive the information from the Freedom Center staff, we will resume our analysis.
>
> Sincerely,
> Kathy
>
> Kathleen M. Fox, FASLA
> Executive Director
> Ohio Cultural Facilities Commission
> 100 E. Broad Street, Suite 300
> Columbus, OH 43215‐3661
>
> Vox: 614.752.2770
> Fax: 614‐752‐2775
> e‐mail: kfox@culture.ohio.gov
> kfox@post.harvard.edu
>
> visit our website: www.culture.ohio.gov
>
> Building Culture in Ohio's Communities: The Ohio Cultural Facilities Commission, formerly
the Ohio Arts & Sports Facilities Commission, oversees capital improvement funds appropriated
by the Ohio General Assembly and Governor for community cultural facility projects including
non‐profit theaters, museums, historical sites and publicly owned professional sports
venues. You are invited to visit www.culture.ohio.gov or call (614) 752‐2770 for more
>
> ‐‐‐‐‐Original Message‐‐‐‐‐
> From: John Pepper [mailto:jepepjr@aol.com]
> Sent: Wednesday, November 24, 2010 3:24 PM
> To: Kathy Fox
> Subject: Freedom Center and Pepper
87
>
> Kathy, I think I am close to being ready to proceed in line with your form.
>
> You indicated to Jeff that there is still information you need from the Freedom Center to
process this. Don Murphy assures me it is his understanding that everything has now been
delivered. Some of it may have come in recently. Would you please take another look at this.
Thank you. John
>
> Sent from my iPad
88
Tony Capaci
From: Kathy Fox
To: John Pepper
Cc: Don Murhpy; DMurphy@nurfc.org; BReece@nurfc.org; National Underground Railroad
Freedom Center (594@ocfcsp.oasfc.local); Tony Capaci; Chris Bruner
Subject: RE: Freedom Center and Pepper
Dear John,
I have reconfirmed for a second time this week that our financial analysis group still awaits
a month by month cash flow projection for the next 12 months from the Freedom Center's
the earliest.

As I've mentioned previously, our review process it iterative. The information we receive

Sincerely,
Kathy

Executive Director

Vox: 614.752.2770
Fax: 614‐752‐2775
e‐mail: kfox@culture.ohio.gov


Building Culture in Ohio's Communities: The Ohio Cultural Facilities Commission, formerly

From: John Pepper [mailto:jepepjr@aol.com]
To: Kathy Fox
Subject: Freedom Center and Pepper

Kathy, I think I am close to being ready to proceed in line with your form.

You indicated to Jeff that there is still information you need from the Freedom Center to
89
Thank you. John

Sent from my iPad
90
Tony Capaci
From: Kathy Fox
Sent: Tuesday, November 23, 2010 1:41 PM
To: Rohr, Jeffrey L.
Cc: Buttress, Christine A.; National Underground Railroad Freedom Center (594
@ocfcsp.oasfc.local); Tony Capaci; Chris Bruner
Subject: RE: John Pepper Guaranty / Freedom Center
Jeff,
Thank you for your email message conveying your questions on the Guaranty for the Freedom Center. Here are our
responses based upon review with our legal counsel:

1. The Commission uses payment guaranties; our legal counsel advises that a collection guaranty will not suffice.
2. The Guaranty is limited to the amount being approved by the Commission for disbursal to the Freedom Center.
At this time, the Freedom Center is requesting approval for release of an $850K appropriation and
approximately $460K we are holding in escrow. The Commission staff does not yet have all the information
requested from the Freedom Center staff in order to be able to complete our staff report to recommend
approval for release of the appropriation, or to recommend whether any of the escrow should be released at
this time.
3. Commission counsel is recommending the Commission not turn this decision over to a third party. It may be
possible to include language allowing a request to the Commission to review the need for the Guaranty at a
future point in time and to take into consideration a written expert opinion.
4. Our legal counsel advises that the Guaranty document effectively works as you have outlined.

When Mr. Pepper has made a decision as to whether he wishes to proceed with the Guaranty document, please advise
us. If his decision is to proceed, we will prepare the Guaranty document in counterparts for his signature. The
Commission would not execute the Guaranty until the Commission votes to approve it along with the legal agreements
the Freedom Center would sign, and approval to release the funds.

Thank you,

Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

Sent: Friday, November 19, 2010 12:35 PM
To: Kathy Fox
Cc: Rohr, Jeffrey L.; Buttress, Christine A.
Subject: John Pepper Guaranty / Freedom Center
91
Kathy,
Thank you for taking the time to talk with me today. As requested, here are some thoughts and discussion
points for your consideration.
1. I would repeat Mr. Pepper's desire for the Guaranty to be a "collection" guaranty, rather than a payment
guaranty (as currently drafted). The essence of a collection guaranty is that the beneficiary of the Guaranty will
have exhausted its rights and remedies against the Borrower and its assets prior to demanding payment or
pursuing any right or remedy for any resulting deficiency against the Guarantor.
2. Regardless of the form of the Guaranty, our understanding is that the Guaranty would be limited in amount
to the roughly $1,300,000 that has been appropriated but not yet disbursed to the Freedom Center.
3. If the form of Guaranty is to remain as has been proposed (a payment guaranty), then Mr. Pepper has
suggested that the Guaranty contain a specific termination clause. This clause would provide for the
termination of the Guaranty upon a mutually agreeable third party certification as the :financial sustainability"
of the Freedom Center. In our discussion, you indicated that you did not feel this clause would be acceptable to
the Commission as a definitive termination. Rather, you indicated that this type of certification may be
something that the Commission would consider (but not be bound to) upon a request in the future by the
Guarantor for termination of the Guaranty.
4. In our discussion, you explained to me that these appropriated funds are only contemplated to be repaid to
the State upon a failure of the cultural entity (here the Freedom Center) from fulfilling its obligations under the
Agreement pursuant to which the funds were disbursed. I understand that there is a 15 year term to that
Agreement. One additional suggestion that I discussed with you was to have the Guaranty and the amount
payable by the Guarantor under the Guaranty reduce on a dollar for dollar basis as funds (if any) were required
to be repaid under the Agreement. Taking that analysis one step further than we discussed, as the amounts that
could be required to be repaid under the Agreement may decrease over time, then likewise there could be a
dollar for dollar reduction in the limitation of the amount payable under the Guaranty.
This final discussion point has not been discussed in detail with Mr. Pepper, but is provided here for mutual
consideration.
Thank you again for taking the time to talk to me today. Please let me know if you have any questions.
Jeff Rohr
511 Walnut Street
Phone: (513) 629-2852
Fax: (513) 651-3836
**********************************
11-19-10
92
Jeff Rohr
511 Walnut Street
Phone: (513) 629-2852
Fax: (513) 651-3836
**********************************
93
Tony Capaci
To: Tony Capaci
Subject: RE: NURFC proforma and YTD 10 questions
Tony,
Please see the attached word file, I copied your email below into word and answered your questions in a different font
color. As you will see, the cash flows have not been finalized since we are still finalizing the 2011 budget. Once I have the
file complete I will send it up to you.
Thank you,

Date: 11/09/2010 04:01 PM
Ben,
In reviewing the revised pro forma (flat) and the 9/30/10 YTD internally generated financials I have a few questions:
1) I notice federalization is earmarked at $3M for 2011 and out; I suspect this represents a full year of federalization however, I
believe you had indicated to me previously the date which you believe the legislation may realistically be enacted is further out.
Could you kindly provide me the assumption behind the full $3M in 2011?
2) Out of three pro formas you have provided since federalization has been considered you show federalization as high as $5M as
low as $2M and currently it appears you are expecting $3M in federalization. Could you kindly provide me the background behind
the assumptions for the different scenarios.
3) The flat pro forma projected surplus in 2011 is $950K which includes $3M of federalization and in 2012 the projected surplus is
$650K which also includes $3M of federal dollars. As I review your internally generated 9/30/10 balance sheet I see approx $1.1M in
cash and investments, $560K in accounts receivable, $2.6M in promises to give and $936K in endowment and $620K in current
payables. Without federalization I thumbnail a rate of loss at about( $75K‐$100K)/month. I have a few questions regarding the
above:
a) The accounts receivable is $570K at 9/30/10 and $70K 12/31/09; what exactly is accounts receivable comprised of and why
such a dramatic increase?
100
b) Is the endowment donor restricted or board restricted? Can the board access those principal funds for operating purposes if
need be?
c) How good is the Promises to Give amount of $2.6M; has it been adjusted for bad debts? Generally speaking what is the time
frame to collect on the promises?
d) Could you kindly provide a cash and liquidity projection under some conservative scenarios regarding different scenarios of the
timing of collecting on federalization funds. I think Don had indicated to Kathy there may be negative cash position in the first
quarter of 2011 and I would like to show the Commission members a liquidity position with and without $850K from the Commission
in the event federalization is not realized in the first quarter of 2011.
4) If I annualize your 9/30/10 YTD revenue contributions, I come up to about $4M a year however, your pro forma indicates much
less than this, approx $2.3M. I suspect there are many elements influencing the Freedom Center’s projected contributions
including the economy, donor fatigue, the debt settlement, the write down of the building, and the prospect of the federalization,
however the pro forma does not provide the assumption behind the projection. Could you kindly provide a sentence or two
narrative explaining the rationale behind the total contribution projection.

There will most certainly be more questions regarding the pro forma and financials however, If you could kindly provide the above
ASAP I can continue the financial review process.
Thanks,

Sent: Tuesday, November 09, 2010 11:48 AM
To: Tony Capaci
Subject: RE: NURFC 2009 Audit - Final
Revised September Statement of Financial Position

Cc: "Kathy Fox" <KFox@culture.ohio.gov>, "Chris Bruner" <cbruner@culture.ohio.gov>
Date: 11/09/2010 08:27 AM

Ben,
Thanks for the final audit and proforma but wince there is a change to opening net assets and the building could you kindly make the
adjustments to the September 2010 balance sheet so net assets tie out. (we will include the September 2010 financials in our
analysis)
Thanks,

To: Tony Capaci
Subject: NURFC 2009 Audit - Final
Tony,
Here is the final 2009 audited financial statements for the Freedom Center. As we have discussed, the long awaited
adjustment for SFAS-144 has been included. Please remember, the adjustment may have been significant from a GAAP
basis, but the impact on the pro forma sent over this more in $0. Simply stated the adjustment amounts to accelerating
the depreciation on the facility, a non-cash item. If you have any questions about the audit, please contact me directly.
101
Thank you,
[attachment "image001.jpg" deleted by Benjamin Reece/NURFC] [attachment "image001.jpg" deleted by

Benjamin Reece/NURFC]
102
Tony Capaci
From: Kathy Fox
To: National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Cc: Tony Capaci; Chris Bruner
Subject: FW: Letter

From: DMurphy@nurfc.org [mailto:DMurphy@nurfc.org]
To: Kathy Fox
Cc: jepepjr@aol.com
Subject: Re: Letter
Kathy
Thank you. I have forwarded your email with the certifications to John Pepper for his review. We will get back to you
before November 19.
I would like to reiterate that Mr. Pepper is guaranteeing the remaining $850,000 of funds appropriated by the Ohio
legislature and the approximately $460,000 remaining held in escrow by OCFC. Thanks for your help. We appreciate it.
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 417-3049
Fax: 513 333-7712

To: <DMurphy@nurfc.org>
Cc: "Tony Capaci" <tcapaci@culture.ohio.gov>, "Chris Bruner" <cbruner@culture.ohio.gov>, <594@ocfcsp.oasfc.local>
Date: 11/10/2010 12:25 PM
Subject: Letter
Don,
Yesterday Tony Capaci sent Ben Reece some follow up questions on the five year pro forma that we received Monday. Tony will
continue to work on the financial analysis as information is made available from Ben. This is an iterative process. Our goal is to work
toward placement of your request on the February 8, 2011 Commission Meeting agenda. Achieving this goal will require timely
cooperation from the Freedom Center as you and I discussed by telephone on Monday.

I am attaching two documents for review by the Freedom Center and John Pepper as your proposed guarantor. These documents
are:

1) Our standard form guaranty agreement;
2) Our standard CPA certification of the guarantor’s capacity

We want to make sure everyone is on the same page about the guaranty before we proceed. In light of the clarification you sent
Monday afternoon, It would be helpful for the Freedom Center and Mr. Pepper to indicate your intent to execute our standard
103
guaranty agreement and certification. Could you kindly provide this response by November 19? Please let me know if you have any
questions on the documents.

Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Cc: jepepjr@aol.com
Subject: Letter
Kathy,
The letter that I just emailed to you as a Pdf states that John and Francie Pepper will guarantee the requested funds in the
event the Freedom Center no longer exists as a cultural facility. John asked that I clarify that his guarantee is effective if
the state by no other means is able to recover the funds he will guarantee repayment.
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 417-3049
Fax: 513 333-7712[attachment "Guaranty Agreement Form Document.pdf" deleted by Don Murphy/NURFC] [attachment
"cpa certification.doc" deleted by Don Murphy/NURFC]
104
Tony Capaci
From: Kathy Fox
To: DMurphy@nurfc.org
Cc: Tony Capaci; Chris Bruner; National Underground Railroad Freedom Center (594
@ocfcsp.oasfc.local)
Subject: Letter
Attachments: Guaranty Agreement Form Document.pdf; cpa certification.doc
Don,
Yesterday Tony Capaci sent Ben Reece some follow up questions on the five year pro forma that we received Monday.
Tony will continue to work on the financial analysis as information is made available from Ben. This is an iterative
process. Our goal is to work toward placement of your request on the February 8, 2011 Commission Meeting agenda.
Achieving this goal will require timely cooperation from the Freedom Center as you and I discussed by telephone on
Monday.

I am attaching two documents for review by the Freedom Center and John Pepper as your proposed guarantor. These
documents are:

1) Our standard form guaranty agreement;
2) Our standard CPA certification of the guarantor’s capacity

We want to make sure everyone is on the same page about the guaranty before we proceed. In light of the clarification
you sent Monday afternoon, It would be helpful for the Freedom Center and Mr. Pepper to indicate your intent to
execute our standard guaranty agreement and certification. Could you kindly provide this response by November 19?
Please let me know if you have any questions on the documents.

Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Cc: jepepjr@aol.com
Subject: Letter
Kathy,
105
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 417-3049
Fax: 513 333-7712
106
Tony Capaci
From: Kathy Fox
To: Tony Capaci
Cc: Chris Bruner
Subject: RE: NURFC 2009 Audit - Final DRAFT
Tony,
These questions all make sense to me, and are good questions for which we need answers. If Chris has other questions,
go ahead and add them. When ready go ahead and send out.

Thanks,
K

From: Tony Capaci
To: Kathy Fox
Cc: Chris Bruner
Kathy,
Below is my take on NURFC proforma and YTD financial statements. If you do not mind could you give it the once over
before I send it.
Thanks,
Chris,
Could you also review it and add any items you think should be addressed.
thanks

Ben,
In reviewing the revised proforma (flat) and the 9/30/10 YTD internally generated financials I have a few questions:
1) I notice federalization is earmarked at $3M for 2011 and out; I suspect this represents a full year of
federalization however, I believe you had indicated to me previously the date which you believe the legislation
may realistically be enacted is further out. Could you kindly provide me the assumption behind the full $3M in
2011?
2) Out of three proformas you have provided since federalization has been considered you show federalization as
high as $5M as low as $2M and currently it appears you are expecting $3M in federalization. Could you kindly
provide me the background behind the assumptions for the different scenarios.
3) The flat proforma projected surplus in 2011 is $950K which includes $3M of federalization and in 2012 the
projected surplus is $650K which also includes $3M of federal dollars. As I review your internally generated
9/30/10 balance sheet I see approx $1.1M in cash and investments, $560K in accounts receivable, $2.6M in
promises to give and $936K in endowment and $620K in current payables. Without federalization I thumbnail a
rate of loss at about( $75K‐$100K)/month. I have a few questions regarding the above:
a) The accounts receivable is $570K at 9/30/10 and $70K 12/31/09; what exactly is accounts receivable
comprised of and why such a dramatic increase?
b) Is the endowment donor restricted or board restricted? Can the board access those principal funds for
operating purposes if need be?
c) How good is the Promises to Give amount of $2.6M; has it been adjusted for bad debts? Generally speaking
what is the time frame to collect on the promises?
d) Could you kindly provide a cash and liquidity projection under some conservative scenarios regarding
different scenarios of the timing of collecting on federalization funds. I think Don had indicated to Kathy
107
there may be negative cash position in the first quarter of 2011 and I would like to show the Commission
members a liquidity position with and without $850K from the Commission in the event federalization is not
realized in the first quarter of 2011.
4) If I annualize your 9/30/10 YTD revenue contributions, I come up to about $4M a year however, your proforma
indicates much less than this, approx $2.3M. I suspect there are many elements influencing the Freedom
Center’s projected contributions including the economy, donor fatique, the debt settlement, the write down of
the building, and the prospect of the federalization, however the proforma does not provide the assumption
behind the projection. Could you kindly provide a sentence or two narrative explaining the rationale behind the
total contribution projection.

There will most certainly be more questions regarding the proforma and financials however, If you could kindly provide
the above ASAP I can continue the financial review process.
Thanks,

To: Tony Capaci

Date: 11/09/2010 08:27 AM
Ben,
analysis)
Thanks,

To: Tony Capaci
108
Tony,
Thank you,
[attachment "image001.jpg" deleted by Benjamin Reece/NURFC]
109
Tony Capaci
To: Tony Capaci
Attachments: NURFC September 2010 Preliminary Statement of Financial Position - OCFC.xls

Date: 11/09/2010 08:27 AM
Ben,
analysis)
Thanks,

To: Tony Capaci
Tony,
Thank you,
110
Tony Capaci
To: Tony Capaci

I need to book the Adjustment back to dec for my books, once it is booked I will rerun the
balance sheet for September and resend when I get back from training this morning, should be
by 11:15.

‐‐‐‐‐"Tony Capaci" <tcapaci@culture.ohio.gov> wrote: ‐‐‐‐‐

=======================
Date: 11/09/2010 08:27AM
Subject: RE: NURFC 2009 Audit ‐ Final
=======================
Ben,

Thanks for the final audit and proforma but wince there is a change to opening net assets and
the building could you kindly make the adjustments to the September 2010 balance sheet so net
assets tie out.
(we will include the September 2010 financials in our analysis)

Thanks,

To: Tony Capaci
Subject: NURFC 2009 Audit ‐ Final

Tony,

Here is the final 2009 audited financial statements for the Freedom Center. As we have
discussed, the long awaited adjustment for SFAS‐144 has been included. Please remember, the
adjustment may have been significant from a GAAP basis, but the impact on the pro forma sent
over this more in $0. Simply stated the adjustment amounts to accelerating the depreciation
on the facility, a non‐cash item. If you have any questions about the audit, please contact
me directly.

Thank you,

[attachment(s) "image001.jpg" removed by Benjamin Reece/NURFC]
111
Tony Capaci
To: Tony Capaci
Attachments: National Underground Railroad Freedom Center 2009 report.pdf
Tony,
Thank you,
112
Tony Capaci
From: Kathy Fox
To: Tony Capaci; Chris Bruner
Subject: FW: Letter from Freedom Center - clarification on guarantee
Attachments: OCFC-Fox 11810 Ltr.pdf

To: Kathy Fox
Cc: jepepjr@aol.com
Subject: Letter
Kathy,
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 417-3049
Fax: 513 333-7712
113
Tony Capaci
From: jepepjr@aol.com
To: donmurphy10850@yahoo.com; Kathy Fox
Cc: Tony Capaci; Chris Bruner; 594@ocfcsp.oasfc.local; DMurphy@nurfc.org;
BReece@nurfc.org; robinson.kb.1@pg.com
Subject: Re: revised pro forma
Dear Kathy,
We have not met but I wanted to write you to fervently ask that you bring the release of the funds being held in escrow to
tomorrow's agenda. I also want to formally reiterate my wife's and my guarantee of the funds that would be released on
the basis I know Don Murphy has discussed with you that would relieve you and the state of financial risk in doing this.
You have been with us at the Freedom Center for many years and this step is very important to our navigating through to
gifting the Freedom Center to the Federal government. Thank you.
Sincerely, John Pepper
From: Don Murhpy <donmurphy10850@yahoo.com>
To: Kathy Fox <KFox@culture.ohio.gov>
Cc: Tony Capaci <tcapaci@culture.ohio.gov>; Chris Bruner <cbruner@culture.ohio.gov>; <594@ocfcsp.oasfc.local>
<594@ocfcsp.oasfc.local>; <DMurphy@nurfc.org> <DMurphy@nurfc.org>; <BReece@nurfc.org> <BReece@nurfc.org>;
jepepjr@aol.com <jepepjr@aol.com>; Ken Robinson <robinson.kb.1@pg.com>
Sent: Mon, Nov 8, 2010 6:31 am
Kathy
This is very disappointing news. We realize you need the financials, however Ben assured me that Tony had received our
preliminary audit and was only waiting for our pro forma, which let you know the last time that we spoke would be
available after our finance committee meeting on Friday. We also sent a set of financial information to Otto Budig.
Please let me know if there is some way that this can be reconsidered, especially in light of John Pepper's guarantee.
This is extremely important to our cash position going into the first of the year. The guarantees coupled with our
retirement of our debt should be sufficient cover in risk that OCFC is concerned about. Please let me know as soon as
you can if having us on the agenda tomorrow can be reconsidered.
Don
Donald W Murphy
513 333-7516
Cell: 513 417-3049
Never stop questioning
On Nov 7, 2010, at 13:52, "Kathy Fox" <KFox@culture.ohio.gov> wrote:
Tony,
I left a voicemail message for Don Murphy clarifying that the Freedom Center is not on the Commission
agenda for November 9. I am not sure how confusion arose on this, as I have not been in any
conversations where that date was discussed.
114
You have alerted me that we still have not received all of the promised financial information from the
Freedom Center. The very earliest the Commission can consider the Freedom Center’s request to modify
the existing MOU is the February 2011 meeting. The specific timing of Commission consideration of the
Freedom Center’s request is subject to the Freedom Center’s responsiveness in providing the information
they previously promised. Obviously, we need the pro forma ASAP in order to stay on track for the first
quarter meeting in February 2011.
I am sure that representatives of the Freedom Center will understand that we have dozens of other
projects vying for your financial review, and that repeatedly rescheduling your work is not efficient, nor is it
fair to other project sponsor organizations seeking approval of state funds. I know you’ll do everything
you can to be responsive when the Freedom Center provides the pro forma, and once you’ve had the
opportunity to prepare the financial analysis and recommendations we will be able to get back with them.
Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775
Building Culture in Ohio's Communities: The Ohio Cultural Facilities Commission, formerly the Ohio
Arts & Sports Facilities Commission, oversees capital improvement funds appropriated by the Ohio
General Assembly and Governor for community cultural facility projects including non-profit theaters,
museums, historical sites and publicly owned professional sports venues. You are invited to visit
www.culture.ohio.gov or call (614) 752-2770 for more information on the Commission or to learn how we
can assist your cultural facility project.
From: Tony Capaci

Sent: Friday, November 05, 2010 11:42 AM
Cc: Kathy Fox; Chris Bruner; National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Subject: revised pro forma
Ben,
I believe Kathy and Don have been corresponding regarding, among other items, a revised proforma.
Could you kindly expedite the proforma as hope to start the financial analysis on Monday.
Thanks,
Tony Capaci
Telephone: 614-728-6924
Fax: 614-752-2775
e-mail: tcapaci@culture.ohio.gov
The Ohio Cultural Facilities Commission, formerly the Ohio Arts & Sports Facilities Commission, oversees capital
improvement funds appropriated by the Ohio General Assembly and Governor for community cultural facility projects
including non-profit theaters, museums, historical sites and publicly owned professional sports venues. You are invited to
visit www.culture.ohio.gov or call (614) 752-2770 for more information on the Commission or to learn how we can assist
115
116
Tony Capaci
From: Don Murhpy [donmurphy10850@yahoo.com]
To: Kathy Fox
Cc: Tony Capaci; Chris Bruner; <594@ocfcsp.oasfc.local>; <DMurphy@nurfc.org>;
<BReece@nurfc.org>; jepepjr@aol.com; Ken Robinson
Kathy
This is very disappointing news. We realize you need the financials, however Ben assured me that Tony had
received our preliminary audit and was only waiting for our pro forma, which let you know the last time that we
spoke would be available after our finance committee meeting on Friday. We also sent a set of financial
information to Otto Budig.
Please let me know if there is some way that this can be reconsidered, especially in light of John Pepper's
guarantee. This is extremely important to our cash position going into the first of the year. The guarantees
coupled with our retirement of our debt should be sufficient cover in risk that OCFC is concerned about. Please
let me know as soon as you can if having us on the agenda tomorrow can be reconsidered.
Don
Donald W Murphy
513 333-7516
Cell: 513 417-3049
Tony,
I left a voicemail message for Don Murphy clarifying that the Freedom Center is not on the
Commission agenda for November 9. I am not sure how confusion arose on this, as I have not
been in any conversations where that date was discussed.
You have alerted me that we still have not received all of the promised financial information
from the Freedom Center. The very earliest the Commission can consider the Freedom Center’s
request to modify the existing MOU is the February 2011 meeting. The specific timing of
Commission consideration of the Freedom Center’s request is subject to the Freedom Center’s
responsiveness in providing the information they previously promised. Obviously, we need the
pro forma ASAP in order to stay on track for the first quarter meeting in February 2011.
117
I am sure that representatives of the Freedom Center will understand that we have dozens of
other projects vying for your financial review, and that repeatedly rescheduling your work is not
efficient, nor is it fair to other project sponsor organizations seeking approval of state funds. I
know you’ll do everything you can to be responsive when the Freedom Center provides the pro
forma, and once you’ve had the opportunity to prepare the financial analysis and
recommendations we will be able to get back with them.
Thanks,
Kathy
Executive Director

Vox: 614.752.2770
Fax: 614-752-2775
From: Tony Capaci

118
Ben,
I believe Kathy and Don have been corresponding regarding, among other items, a revised
proforma. Could you kindly expedite the proforma as hope to start the financial analysis on
Monday.
Thanks,
Tony Capaci
Telephone: 614-728-6924
Fax: 614-752-2775
The Ohio Cultural Facilities Commission, formerly the Ohio Arts & Sports Facilities Commission, oversees capital improvement funds
appropriated by the Ohio General Assembly and Governor for community cultural facility projects including non-profit theaters, museums,
historical sites and publicly owned professional sports venues. You are invited to visit www.culture.ohio.gov or call (614) 752-2770 for
more information on the Commission or to learn how we can assist your cultural facility project.
119
Tony Capaci
From: Kathy Fox
Sent: Sunday, November 07, 2010 8:53 PM
Cc: Tony Capaci; DMurphy@nurfc.org
Subject: RE: revised pro forma
Dear Ben,
I have no knowledge of any discussion about the Freedom Center being considered for the
November 9 Commission meeting agenda. Don Murphy never mentioned this date to me. I am
confused as to how the Freedom Center could expect Tony to complete his work when the Freedom
Center hasn't met a single date by which we were promised information, and we still don't
have all the information that was requested months ago. It is Sunday evening prior to a
Tuesday morning Commission meeting. You state you might send us the missing information on
Monday morning, eight business hours prior to the Commission meeting. I don’t think it is
humanly possible to do what you are asking at this late date. I am unaware of any reason why
a February decision by the Commission would be insufficient given the circumstances.

‐‐Kathy

Executive Director

Vox: 614.752.2770
Fax: 614‐752‐2775

To: Kathy Fox

Kathy,

We understand the many demands on Tony's schedule, but based on the conversation between Don,
John and Mr. Budig; we , Don and I have been working under the assumption that all the
requested information was to be used for and included in the November 9 agenda. We are on
track to deliver both the audited financial statements tomorrow am and revised pro forma
statements, is there nothing that can be done to get the Center on Tuesday's agenda?

Thank you,
Benjamin T. Reece
Finance Director
Desk: (513) 333‐7592
Fax: (513) 333‐7720
National Underground Railroad Freedom Center 50 Freedom Way Cincinnati, OH. 45202

‐‐‐‐‐"Kathy Fox" <KFox@culture.ohio.gov> wrote: ‐‐‐‐‐
120

=======================
To: "Tony Capaci" <tcapaci@culture.ohio.gov>
Date: 11/07/2010 01:56PM
Cc: "Chris Bruner" <cbruner@culture.ohio.gov>, <594@ocfcsp.oasfc.local>, "Donald Murphy"
<donmurphy10850@yahoo.com>, <DMurphy@nurfc.org>, <BReece@nurfc.org>
=======================
Tony,

I left a voicemail message for Don Murphy clarifying that the Freedom
Center is not on the Commission agenda for November 9. I am not sure
how confusion arose on this, as I have not been in any conversations
where that date was discussed.

You have alerted me that we still have not received all of the promised
financial information from the Freedom Center. The very earliest the
Commission can consider the Freedom Center's request to modify the
existing MOU is the February 2011 meeting. The specific timing of
Commission consideration of the Freedom Center's request is subject to
the Freedom Center's responsiveness in providing the information they
previously promised. Obviously, we need the pro forma ASAP in order to
stay on track for the first quarter meeting in February 2011.

I am sure that representatives of the Freedom Center will understand
that we have dozens of other projects vying for your financial review,
and that repeatedly rescheduling your work is not efficient, nor is it
fair to other project sponsor organizations seeking approval of state
funds. I know you'll do everything you can to be responsive when the
Freedom Center provides the pro forma, and once you've had the
opportunity to prepare the financial analysis and recommendations we
will be able to get back with them.

Thanks,
Kathy


Executive Director



Vox: 614.752.2770
121

Fax: 614‐752‐2775

e‐mail: kfox@culture.ohio.gov <mailto:kfox@culture.ohio.gov>

kfox@post.harvard.edu <mailto:kfox@post.harvard.edu>

visit our website: www.culture.ohio.gov <http://www.culture.ohio.gov/>

Building Culture in Ohio's Communities: The Ohio Cultural Facilities
Commission, formerly the Ohio Arts & Sports Facilities Commission,
oversees capital improvement funds appropriated by the Ohio General
Assembly and Governor for community cultural facility projects including
non‐profit theaters, museums, historical sites and publicly owned
professional sports venues. You are invited to visit
www.culture.ohio.gov <http://www.culture.ohio.gov/> or call (614)
752‐2770 for more information on the Commission or to learn how we can
assist your cultural facility project.

From: Tony Capaci
Cc: Kathy Fox; Chris Bruner; National Underground Railroad Freedom

Ben,

I believe Kathy and Don have been corresponding regarding, among other
items, a revised proforma. Could you kindly expedite the proforma as
hope to start the financial analysis on Monday.

Thanks,

Tony Capaci

Telephone: 614‐728‐6924
Fax: 614‐752‐2775
e‐mail: tcapaci@culture.ohio.gov <mailto:tcapaci@culture.ohio.gov>
website: www.culture.ohio.gov <http://www.culture.ohio.gov/>

122
The Ohio Cultural Facilities Commission, formerly the Ohio Arts & Sports
Facilities Commission, oversees capital improvement funds appropriated
by the Ohio General Assembly and Governor for community cultural
facility projects including non‐profit theaters, museums, historical
sites and publicly owned professional sports venues. You are invited to
visit www.culture.ohio.gov <http://www.culture.ohio.gov/> or call (614)

123
Tony Capaci
To: Kathy Fox
Kathy,


Thank you,
Benjamin T. Reece
Finance Director
Desk: (513) 333‐7592
Fax: (513) 333‐7720


=======================
Date: 11/07/2010 01:56PM
=======================
Tony,



124

Thanks,
Kathy


Executive Director



Vox: 614.752.2770

Fax: 614‐752‐2775





From: Tony Capaci
125

Ben,


Thanks,

Tony Capaci

Telephone: 614‐728‐6924
Fax: 614‐752‐2775


126
Tony Capaci
From: Kathy Fox
To: Tony Capaci
Cc: Chris Bruner; National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local);
Donald Murphy; DMurphy@nurfc.org; 'BReece@nurfc.org'
Tony,
I left a voicemail message for Don Murphy clarifying that the Freedom Center is not on the Commission agenda for
November 9. I am not sure how confusion arose on this, as I have not been in any conversations where that date was
discussed.

You have alerted me that we still have not received all of the promised financial information from the Freedom Center.
The very earliest the Commission can consider the Freedom Center’s request to modify the existing MOU is the February
2011 meeting. The specific timing of Commission consideration of the Freedom Center’s request is subject to the
Freedom Center’s responsiveness in providing the information they previously promised. Obviously, we need the pro
forma ASAP in order to stay on track for the first quarter meeting in February 2011.

I am sure that representatives of the Freedom Center will understand that we have dozens of other projects vying for
your financial review, and that repeatedly rescheduling your work is not efficient, nor is it fair to other project sponsor
organizations seeking approval of state funds. I know you’ll do everything you can to be responsive when the Freedom
Center provides the pro forma, and once you’ve had the opportunity to prepare the financial analysis and
recommendations we will be able to get back with them.

Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

From: Tony Capaci

Ben,
I believe Kathy and Don have been corresponding regarding, among other items, a revised proforma. Could you kindly
expedite the proforma as hope to start the financial analysis on Monday.
127
Thanks,

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

128
Tony Capaci
From: Dave Wartel
To: Amy Rice; Brianna Dance; Chris Bruner; Erica M. Johnson; Jaclyn Little; Jessica DeLong;
Keith Wiley; Leigh Lotocki; Lex Leonard; Myra La Cava; Tony Capaci
Cc: Brianna Dance; Michelle Chippas; Heather N. Ruder
Subject: October 2010 Report to the Commission
Thank you, Brianna, for continuing to do such a nice job with the monthly reports…
MONTHLY REPORT TO THE COMMISSION

October 2010
Prepared by: Kathleen M. Fox, FASLA, Executive Director,
and the Commission Staff
COMMISSION NEWS
The Commission reimbursed 19 local project sponsors nearly $2.3 million on paid invoices during the month of
October. The total amount reimbursed includes:
$4,378.74 Allen County Historical Society

$9,313.33 Century Village
$77,454.07 Cincinnati Museum Center
$22,680.86 Clifton Cultural Arts Center
$9,485.56 COSI Columbus
$100,000.00 Cozad-Bates House
$41,073.67 Davis-Shai House
$39,724.62 DeYor Performing Arts Center (Powers Auditorium)
$28,492.69 Fayette County Museum
$75,000.00 Hancock Historical Museum
$146,642.13 Huntington Park
$387,721.39 Jeffrey Mansion
$44,890.59 Maltz Museum of Jewish Heritage
$100,231.00 Massillon Museum
$9,814.88 Ohio Genealogical Society
$312,378.51 Ohio Historical Society - various projects
$132,769.40 Renaissance Theatre
$230,429.64 RiverSouth Development
$521,170.74 Voice of America Museum
The November 9 Commission meeting agenda will feature four cultural projects. All four cultural projects will be
proposed for full Commission approval. The Commission will also be asked to authorize a bond issue and ratify the
operating budget request. The Commission meeting will be held in the Chase Tower conference center, 100 E. Broad St.,
6th Floor, in Columbus.
129
Looking ahead, Commission staff is assessing five projects to be considered for the February 2011 Commission
meeting agenda. Project Services staff has completed “triage” of submitted materials from a number of project sponsor
organizations, and five have met the criteria to proceed into assessment. Over the next few weeks staff will review and
analyze all aspects of projects that have submitted the required documentation, all in preparation for the first quarter
Commission meeting scheduled for February 8.
PROJECT NEWS
The Columbus Zoo and Aquarium received an

Excellence in Construction Award issued by the Central
Ohio Chapter of the Associated Builders and
Contractors for the $15 million construction of Polar
Frontier. Built by Thomas & Marker Construction Co., of
Marysville, the attraction brings animals of the Arctic into
central Ohio and opened in May 2010 after two years of
construction. The Columbus Zoo and Aquarium received
$500,000 through the Commission for its Animal Encounter
Village; reimbursement was completed during fiscal year
2010.
On October 9, the National Underground Railroad

Freedom Center opened the world’s first permanent
exhibition on modern-day slavery and human
trafficking. The exhibition Invisible: Slavery Today, Image courtesy of Thomas & Marker Construction Co.
produced by several antislavery organizations, is divided into
Columbus Zoo and Aquarium’s Polar Frontier (above) is recognized
three exhibition areas focusing on specific issues of modern- as an outstanding project, built by Thomas & Marker Construction
day slavery, including its forms, scope and causes, and Co.
worldwide efforts to fight these abuses. On the banks of the
Ohio River in Cincinnati, the Freedom Center’s mission is to
“reveal stories about freedom’s heroes, from the era of the Underground Railroad to contemporary times, challenging and
inspiring everyone to take courageous steps for freedom today”. The $110-million center, which opened in 2004, was
appropriated a total of $15.5 million for the construction of the facility; the Commission authorized a memorandum of
understanding during its February 2010 meeting regarding the most recent appropriation. Also during the exhibition’s
opening, the center announced its Chief Communications Officer Paul Bernish as its Director of Antislavery and Human
Trafficking Initiatives.
Several Commission-funded facilities celebrated special milestones during the month of October. The Clifton
Cultural Arts Center held a ribbon cutting ceremony on October 26 to commemorate the completion of Phase-one
renovations and the opening of its top-floor auditorium. The state appropriated $250,000 to the project, which received
Commission approval in August 2009. The center, comprised of two historic buildings (the 1906 former Clifton School and
the 1880s McDonald Mansion carriage house), offers classes and performances for people of all ages, backgrounds, and
abilities.
On October 9, the Irene Lawrence Fuller House held a grand

opening in conjunction with the Bay Village Bicentennial Celebration
to celebrate completed interior renovations to the house, for which
the state appropriated $250,000. A part of the BAYarts campus, the
house offers a gallery, classrooms and gathering space; the project
gained Commission approval in February 2010.
Maltz Museum of Jewish Heritage held a Community Celebration

and Jewish Food & Culture Festival on October 5 to honor their fifth
year striving to “build bridges of tolerance and understanding by
sharing Jewish heritage through the lens of the American
experience.” The museum’s 5-year anniversary celebration Imagine
the Possibilities was held with community leaders and museum
Images courtesy of Maltz Museum of Jewish Heritage supporters in late September. The state appropriated $300,000 for
Commission Vice Chair Barbara S. Robinson (left) various improvements and also to reconfigure existing areas to
attending Imagine the Possibilities. increase meeting and teaching space. The Commission approved
the project in November 2009.
130
The Rock and Roll Hall of Fame and Museum was chosen to receive over $1 million in operating support from
Cuyahoga Arts and Culture. The museum is one of 130 organizations chosen to receive a portion of $15 million
generated from Cuyahoga County cigarette tax revenues for operating or project support. The Rock and Roll Hall of
Fame and Museum has received a total of $250,000 of state capital funds through the Commission.
Other Commission-funded facilities also received funding during the month of October. The Reuben H. Fleet
Foundation Fund donated $50,000 to the National Aviation Hall of Fame. According to news reports, the money will be
used to develop and refurbish exhibits, and upgrade technology and its website. The hall of fame was appropriated $3.1
million through three state appropriations to construct its facility and exhibits at the United States Air Force Museum in
Fairborn. The Commission approved the most recent component—exhibit upgrades--in November 2009.
Toledo’s Taylor Automotive Group awarded Imagination

Station with a $50,000 sponsorship that will contribute to their
Forces and Motion education program. The program will
provide field trips to the science center for all fifth-grade
students at Toledo Public Schools; furthermore, the program
will award twenty science festivals and sixty Workshops on
Wheels to fifth-grade classrooms and schools as a
supplement to the field trip. Imagination Station was
appropriated a total of $11.9 million through two state
appropriations; the most recent project was completed during
fiscal year 2010.
On November 3, Cleveland’s Museum of Contemporary

Art (MOCA) board of trustees authorized construction of
the organization’s new University Circle building, the Image courtesy of The Cleveland Plain Dealer
design for which was unveiled back in July. MOCA
Designed by Farshid Moussavi of London’s Foreign Office
Executive Director Jill Snyder is planning a December Architects, the proposed new MOCA facility (above) will be made of
groundbreaking. According to news reports, MOCA has black steel and glass, and will be the organization’s first permanent
already raised $24.3 million dollars in cash and pledges, and home.
expects receiving $5.5 million in federal and state New
Markets Tax Credits for the $26.7 million building project.
They have yet to raise an additional $4.85 million to reach the goal $32.7 million that includes a $6 million endowment.
With the new building, the museum expects to earn more revenue through increased admission (from $4 to $7.50), store
sales and facility rentals. They also expect attendance to triple from its current average of 20,000 guests per year.
MOCA was appropriated $450,000 in state capital funds, but has yet to come forward to the Commission for approval.
Commission staff continues to attempt to reach the museum representatives to learn more about the project and to
coordinate the museum’s application to the Commission for approval of the state capital funds.
FUTURE COMMISSION MEETINGS
Tuesday, November 9, 2010 (Chase Tower conference center, 100 E. Broad St., 6th Floor, Columbus; 10:00 am)
Tuesday, February 8, 2011 (starting time and location TBA)
Wednesday, May 18, 2011 (starting time and location TBA)
Thursday, August 18, 2011 (starting time and location TBA)
Wednesday, December 7, 2011 (starting time and location TBA)
cc: Emily Gephart, Legislative Services Commission

Rachel Gerrick, Office of the Attorney General
Tracy Nájera, Office of Budget and Management
131
Tony Capaci
From: Kathy Fox
Cc: Tony Capaci; Chris Bruner; 594@ocfcsp.oasfc.local
Subject: RE: The Freedom Center
Don,
Thank you for the update on the audit. I know Tony did receive the preliminary, and we understand there will be
adjustments. I’m copying Tony on this response so he’ll have the updated timeline for the audit. Once we have the
audit and proforma we’ll need time to review them before we can provide any feedback.

Thanks again,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Subject: The Freedom Center
Kathy,
Just a brief update. We are leaning hard on our auditors to complete the audit this week. They had promised Monday
but now say Friday. I am trying my best to get it before Friday. Ben on my staff has provided Tony Capaci with a
preliminary audit in the meantime.
Our presentation of our budget to the finance/executive committee is on track for this Friday and we can get you an
approved pro forma based on that budget going forward.
In addition, we have funds in escrow with OCFC of a little over $400,000. John Pepper has also committed to
guaranteeing that sum if it would help to have those funds released from escrow as well.
Please call me if you have questions.
Don
Don Murphy, CEO

The Freedom Center
132
50 East Freedom Way
513 333-7530
Cell: 513 417-3049
Fax: 513 333-7712
133
Tony Capaci
From: Kathy Fox
Sent: Monday, October 18, 2010 9:15 AM
To: Tony Capaci
Subject: FW: Freedom Center Statement of Activities
Attachments: NURFC September 2010 Preliminary Statement of Activities - OCFC.xls
Tony,
Internally generated 9/30/10 P&L for the Freedom Center, FYI. Audit still expected in early November.

To: obudig@parsecinc.com
Cc: Kathy Fox; jepepjr@aol.com
Subject: Freedom Center Statement of Activities
Otto
Please find attached in this email the Freedom Center's Statement of Activities through September 30. Please don't
hesitate to call me if you have questions. I am copying Kathy Fox as well. We will get you our audited financial statement
as soon as it is available, which I expect to be the first week in November. Thanks for your help. John and I appreciate it.
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
----- Forwarded by Don Murphy/NURFC on 10/18/10 08:45 AM -----
Benjamin Reece/NURFC To Don Murphy/NURFC@Nurfc
cc
10/18/10 08:41 AM Subject OCFC statement
136
Tony Capaci
From: Kathy Fox
Sent: Saturday, October 16, 2010 10:04 AM
To: Donald Murphy; DMurphy@nurfc.org
Cc: Tony Capaci; Amy Rice; 594@ocfcsp.oasfc.local
Subject: RE: The Freedom Center - discussion of guarantee
Don,
Thanks for your note. Yes, I’m aware that you and John met with Otto on Friday. I understand you’ll be copying Tony
Capaci on all information you send to Otto so that Tony can complete the financial review we’ve been discussing with
you.

Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

From: Donald Murphy [mailto:donmurphy10850@yahoo.com]
To: Kathy Fox; DMurphy@nurfc.org
Subject: Re: The Freedom Center - discussion of guarantee
Thanks, Kathy
As a heads up, John Pepper spoke with Otto Budig about the possibility of a guarantee. John and Otto are old
friends so no way of preventing him from seeking Otto's counsel on this. As a result Otto asked my office for
the latest P&L and any other recent financials we have. I let him know that we had been speaking about this
and that I had promised your office the audit by the first week in November along with a revised pro forma. So
you may hear from Otto on this as well. Just thought you should know.
Don

Cc: Tony Capaci <tcapaci@culture.ohio.gov>; Amy Rice <ARice@culture.ohio.gov>; 594@ocfcsp.oasfc.local
Sent: Fri, October 15, 2010 4:47:45 PM
Hi Don,
139
Thank you for the update. I think it would be most productive to discuss the concept of a guarantee after
you’ve sent us the audit and pro forma the first week of November. That way we’ll all be operating from the
same information.
When we receive the audit and pro forma, we’ll schedule a time for the discussion of guarantee that allows
time for our staff to review the materials.
Thanks,
Kathy

Executive Director
We’ve moved! Effective March 22, 2010, the Ohio Cultural Facilities Commission relocated to new offices. Our new address is 100 E. Broad
St., Suite 300, Columbus, OH 43215-3661. Phone and Fax numbers remain the same.
Vox: 614.752.2770
Fax: 614-752-2775

Sent: Friday, October 15, 2010 11:22 AM
To: Kathy Fox
Hi Kathy
I spoke with John Pepper about the concept of a guarantee. He is willing to discuss this and get an understanding of the
details. I believe he is only interested in a guarantee that involves the $850,000. Let me know when it would be
convenient to discuss this further. We will of course provide you with the audit you have requested and the revised pro
forma. Thanks.
Warm regards
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
140
Tony Capaci
From: Donald Murphy [donmurphy10850@yahoo.com]
To: Kathy Fox; DMurphy@nurfc.org
Subject: Re: The Freedom Center - discussion of guarantee
Thanks, Kathy
As a heads up, John Pepper spoke with Otto Budig about the possibility of a guarantee. John and Otto are old
friends so no way of preventing him from seeking Otto's counsel on this. As a result Otto asked my office for
the latest P&L and any other recent financials we have. I let him know that we had been speaking about this
and that I had promised your office the audit by the first week in November along with a revised pro forma. So
you may hear from Otto on this as well. Just thought you should know.
Don

Cc: Tony Capaci <tcapaci@culture.ohio.gov>; Amy Rice <ARice@culture.ohio.gov>; 594@ocfcsp.oasfc.local
Sent: Fri, October 15, 2010 4:47:45 PM
Hi Don,
Thank you for the update. I think it would be most productive to discuss the concept of a guarantee after
you’ve sent us the audit and pro forma the first week of November. That way we’ll all be operating from the
same information.
Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

141
To: Kathy Fox
Hi Kathy
forma. Thanks.
Warm regards
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
142
Tony Capaci
From: Otto Budig [obudig@parsecinc.com]
Sent: Friday, October 15, 2010 6:35 PM
To: Kathy Fox
Cc: Tony Capaci
Kathy:
Many thanks for the email below.
John Pepper and the CEO of the Freedom Center visited me this afternoon inquiring about what they might do
to have the $850k we provided through a MOU released.
Because I couldn’t remember the details, I requested the information they presented to the Commission some
time ago and Tony kindly provided it (with a copy to you).
Toward the conclusion of our conversation, John stipulated what might be a game changer.
He indicated that while the Center had retired its bond debt thereby making the numbers more acceptable, he
would personally guarantee the $850k in the event that the Center would go down and the State could not
recover the full amount of the grants previously provided.
As information. We’ll talk more about this on Monday.
Otto
P.S. While I make every effort not to be pulled into Commission issues involving the Cincinnati/Hamilton
County community, I hope we can help this situation if I can without compromising our standards,
All the best,
Otto

To: Otto Budig
Subject: FW: The Freedom Center - discussion of guarantee
Dear Otto:
Per the voicemail message I left on Friday afternoon, please see below for my most recent email
correspondence with Don Murphy from the Freedom Center. Please let me know when it would be convenient
to discuss the situation with you.
Thanks,
Kathy
143
Executive Director
Vox: 614.752.2770
Fax: 614-752-2775
Building Culture in Ohio's Communities: The Ohio Cultural Facilities Commission, formerly the Ohio Arts
& Sports Facilities Commission, oversees capital improvement funds appropriated by the Ohio General
Assembly and Governor for community cultural facility projects including non-profit theaters, museums,
historical sites and publicly owned professional sports venues. You are invited to visit www.culture.ohio.gov or
call (614) 752-2770 for more information on the Commission or to learn how we can assist your cultural
facility project.
From: Kathy Fox

To: 'DMurphy@nurfc.org'
Cc: Tony Capaci; Amy Rice; '594@ocfcsp.oasfc.local'
Hi Don,
Thank you for the update. I think it would be most productive to discuss the concept of a guarantee after you’ve
sent us the audit and pro forma the first week of November. That way we’ll all be operating from the same
information.
Thanks,
Kathy

Executive Director
We’ve moved! Effective March 22, 2010, the Ohio Cultural Facilities Commission relocated to new
offices. Our new address is 100 E. Broad St., Suite 300, Columbus, OH 43215-3661. Phone and Fax
numbers remain the same.
Vox: 614.752.2770
Fax: 614-752-2775
144
facility project.

To: Kathy Fox
Hi Kathy
I spoke with John Pepper about the concept of a guarantee. He is willing to discuss this and get an
understanding of the details. I believe he is only interested in a guarantee that involves the $850,000. Let me
know when it would be convenient to discuss this further. We will of course provide you with the audit you
have requested and the revised pro forma. Thanks.
Warm regards
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712

Sent: Tuesday, October 12, 2010 10:03 AM
To: Kathy Fox
Cc: Amy Rice; Tony Capaci
Subject: RE: National Underground Railroad Freedom Center
Thanks, Kathy. I will let you know the outcome of my conversation with John Pepper regarding the guarantee.
As always I appreciate your help.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
145
Cell: 513 407-2934
Fax: 513 333-7712
"Kathy Fox" <KFox@culture.ohio.gov> To <DMurphy@nurfc.org>

cc "Tony Capaci" <tcapaci@culture.ohio.gov>, "Amy
10/12/10 09:47 AM
Rice" <ARice@culture.ohio.gov>
Subject RE: National Underground Railroad Freedom Center
Don
Thank you for the update. You also mentioned that you will be speaking with John Pepper about the possibility
of the Freedom Center obtaining a guarantee for the state funds. I look forward to hearing the outcome of that
conversation.
Per our telephone conversation this morning, we will look forward to receiving a copy of your latest audit in the
first week in November. It would be most helpful if you could also send along at the same time the five year
proforma you mentioned.
Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775
facility project.

To: Kathy Fox
Subject: National Underground Railroad Freedom Center
146
Kathy
I want to update you on where we are on the federal legislation and also propose a slightly different approach in
light of the elimination of all of our outstanding debt. This retiring of the bonded indebtedness also means that
our annual interest expense has been removed as well. This has a very positive impact on our operating budget
and the sustainability of the Freedom Center.
First the legislation. The language we proposed that would gift the Freedom Center to the people of the United
States is being supported by Sen. Sherrod Brown. He is committed to attaching the language to must pass
legislation. We were not able to get it attached to the recent continuing resolution (CR) that passed congress.
As a result a bill is being sought in the lame duck session. However, there may be no bill in the lame duck
session. We will have to wait until the new session of congress in January of 2011.
Therefore, I would like to propose that my staff send a revised pro forma that will reflect the consequence of
having retired our debt and hence eliminated substantial annual interest expense. The Freedom Center is now in
a far better position than it has ever been with respect to sustainability compared to where it was when we
received the majority of the capital funding from the state. We would like the opportunity to demonstrate
through a revised pro forma and discussions with your staff that the Freedom Center can be sustained.
I appreciate very much all that you and your staff have done to work with us and the support you have given the
Freedom Center. Please let me know if presenting a revised pro forma is something you can entertain.
The audit for the year ending 2009 will be available the first week in November.
Warmest regards,
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
147
Tony Capaci
From: Kathy Fox
Hi Don,
Thank you for the update. I think it would be most productive to discuss the concept of a guarantee after you’ve sent us
the audit and pro forma the first week of November. That way we’ll all be operating from the same information.

When we receive the audit and pro forma, we’ll schedule a time for the discussion of guarantee that allows time for our
staff to review the materials.

Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Hi Kathy
forma. Thanks.
Warm regards
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
152
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
153
Tony Capaci
To: Kathy Fox
Thanks, Kathy. I will let you know the outcome of my conversation with John Pepper regarding the guarantee. As always
I appreciate your help.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712

cc "Tony Capaci" <tcapaci@culture.ohio.gov>, "Amy Rice" <ARice@culture.ohio.gov>
10/12/10 09:47 AM Subject RE: National Underground Railroad Freedom Center
Don

Thank you for the update. You also mentioned that you will be speaking with John Pepper about the possibility of the Freedom
Center obtaining a guarantee for the state funds. I look forward to hearing the outcome of that conversation.

Per our telephone conversation this morning, we will look forward to receiving a copy of your latest audit in the first week in
November. It would be most helpful if you could also send along at the same time the five year proforma you mentioned.

Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

154
To: Kathy Fox
Kathy
I want to update you on where we are on the federal legislation and also propose a slightly different approach in light of
the elimination of all of our outstanding debt. This retiring of the bonded indebtedness also means that our annual interest
expense has been removed as well. This has a very positive impact on our operating budget and the sustainability of the
Freedom Center.
First the legislation. The language we proposed that would gift the Freedom Center to the people of the United States is
being supported by Sen. Sherrod Brown. He is committed to attaching the language to must pass legislation. We were
not able to get it attached to the recent continuing resolution (CR) that passed congress. As a result a bill is being sought
in the lame duck session. However, there may be no bill in the lame duck session. We will have to wait until the new
session of congress in January of 2011.
Therefore, I would like to propose that my staff send a revised pro forma that will reflect the consequence of having retired
our debt and hence eliminated substantial annual interest expense. The Freedom Center is now in a far better position
than it has ever been with respect to sustainability compared to where it was when we received the majority of the capital
funding from the state. We would like the opportunity to demonstrate through a revised pro forma and discussions with
your staff that the Freedom Center can be sustained.
I appreciate very much all that you and your staff have done to work with us and the support you have given the Freedom
Center. Please let me know if presenting a revised pro forma is something you can entertain.
Warmest regards,
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
155
Tony Capaci
From: Kathy Fox
Cc: Tony Capaci; Amy Rice
Don

Thank you for the update. You also mentioned that you will be speaking with John Pepper about the possibility of the
Freedom Center obtaining a guarantee for the state funds. I look forward to hearing the outcome of that conversation.

Per our telephone conversation this morning, we will look forward to receiving a copy of your latest audit in the first
week in November. It would be most helpful if you could also send along at the same time the five year proforma you
mentioned.

Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Kathy
Freedom Center.
160
Warmest regards,
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
161
Tony Capaci
From: Dave Wartel
Sent: Thursday, August 05, 2010 9:52 AM
To: Tony Capaci
Subject: FW: National Underground Railroad Freedom Center
Can you please figure out how to make a project note in the Intranet to show what has been requested and where we
stand?

Thanks,
Dave

From: Kathy Fox
Sent: Tuesday, August 03, 2010 5:12 PM
To: Dave Wartel

From: Tony Capaci
To: Kathy Fox
Cc: National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Kathy,
Per my last review of the most recent proforma (received from Ben Reese) it was clear the Freedom Center should be
able to make it for the next two years or so. However, sustaining losses past that will be quite a problem. Therefore, I
did not see sustainability without the Federalization a promising proposition. I can re‐review the proforma which was
last provided, compare it to past financials and analyze it in a couple of hours. Since the proforma provided a pre
depreciation projection including the debt payoff I thought it was a good indicator (at the time). I can talk to you more
about it tomorrow.
Thanks,
Tony

From: Kathy Fox
To: Tony Capaci
Cc: Dave Wartel
Tony,
Please see email below. Please let me know how much time would be involved in doing an evaluation of the Freedom
Center’s finances and sustainability. Do not start this financial assessment, just provide a time estimate at this point.

Also, please have one of the project services staff members review the most recent Commission resolution and MOU
and excerpt out the conditions under which the Freedom Center is eligible to return to the Commission for approval –if I
recall correctly, they need to have the Federal legislation passed, not just introduced.

Thanks,
Kathy

174
To: Kathy Fox
Kathy,
I would like to give you a brief update on where we are with gifting the Freedom Center to the people of the United State
and also with our long term sustainability.
As of today Mr. Driehaus, 1st district representative, OH is working with the leadership to have language added to the
senate appropriations bill now moving through the senate. The bill has been marked up and is now going to the floor
where Sen. Sherrod Brown will offer an amendment to add the language referenced above. The bill, when it passes the
senate, hopefully with our language included, will go to the House appropriations committee. The chairman of that
committee, Mr. Moran working with the office of the speaker, is committed to making sure the language remains in the
House version. I give us about a 60/40 chance of success. However, it is undetermined if the appropriations process with
be completed before or after the election. Whether the House and Senate turn over politically should not have an impact
we are being advised, because of the bipartisan support we have for this effort.
Despite this good news, we still are faced with the need to secure the $850,000 in capital funds still remaining, which has
been contingent upon the Freedom Center demonstrating sustainability. We have done the best we can to develop
several scenarios that will lead to sustainability, however they all come down to our ability to raise operating funds to meet
our annual operating budget.
Currently this is the financial situation of the Freedom Center:
• We are debt free (the bonds have been retired and we have no net interest payments going forward)
• Our annual budget is approximately $5.7million
• We are on track to meet this budget, with $2 million in revenue left to raise by the end of the year (we have a plan
to do so and we are on track)
• We have established, within the last month, a $1.050 million endowment
Part of our revenue strategy includes securing the $850,000 currently with OCFC. We need to understand, given our
current improved financial situation, what has to be true in order for us to secure the $850,000? I believe that Ben Reece
of my staff provided Tony Capaci with some initial sustainability scenarios, but we have not yet discussed or agreed upon
exactly what would be adequate evidence that we are a sustainable organization. By this email I am requesting that we
begin to work together to within the next couple of weeks to answers these questions. We should know within a week
whether or not our attempt have language included in an appropriations bill to gift the Freedom Center to the United
States is successful. Please let me know your thoughts and how you suggest we proceed.
Warmest regards,
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
175
Tony Capaci
From: Kathy Fox
Sent: Wednesday, August 04, 2010 10:27 AM
Cc: Tony Capaci; Dave Wartel
Don,
Thank you for the updates. Congratulations on the establishment of your endowment—that is indeed heartening news.
The companion news about your current congressional dialogue is also encouraging, but points to an important
continuing risk with regard to your sustainability. The pro‐forma provided by your staff a few months ago illustrated a
need for Federal operating funds at a level significantly above the current level, and it is our understanding that those
additional Federal funds would be available only after the proposed legislation is adopted. The endowment, while a
promising development, is insufficient to replace the needed Federal funds on an ongoing basis.

You’ll recall that the Resolution the Commission approved earlier this year required that the Federal legislation be
adopted prior to the Freedom Center returning to the Commission for release of the state capital appropriation. As
soon as that legislation is passed, we look forward to working with you toward Commission approval to release the state
capital funds. And of course, we look forward in the meantime to seeing the draft legislation and then working through
drafting of the related documents.

We wish you good luck as you work through the Federal legislative and appropriations process. Please continue to keep
us posted on those developments.

With my best regards,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Kathy,
176
Warmest regards,
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
177
Tony Capaci
From: Kathy Fox
To: Tony Capaci
Cc: Dave Wartel
Tony,


Thanks,
Kathy

To: Kathy Fox
Kathy,
178
Warmest regards,
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
179
Tony Capaci
From: Barbara Witt
Sent: Monday, June 14, 2010 3:54 PM
To: Tony Capaci; Jessica Fagan
Subject: RE: May report to the Commission
JF,
Five, including 2 from ohs. xxBW
Barbara Witt, PMP
Assistant Director for Project Services
Telephone: 614‐728‐8923
Fax: 614‐752‐2775
e‐mail: bwitt@culture.ohio.gov

From: Tony Capaci
Sent: Monday, June 14, 2010 11:40 AM
To: Jessica Fagan
Cc: Barbara Witt
Jessica,
I believe there are five cultural projects plus one OHS but please check with Barbara

From: Jessica Fagan
To: Rachel Gerrick (RGerrick@ag.state.oh.us); Emily_Gephart@lsc.state.oh.us; Kimberly Eckhart; OCFC
Subject: May report to the Commission
Below please find the May report to the Commission; please let me know if you have any questions.

May 2010
180
COMMISSION NEWS
The Commission approved five cultural facility projects at its May 13

meeting, with appropriations totaling over $1.6 million. The Markay
Theatre, Sandusky State Theatre, Salem Community Theatre, Cleveland
Museum of Natural History, and Nationwide Children’s Hospital – Livingston
Park projects each received Commission approval. In addition, the
Commission authorized entering into memoranda of understanding with
three projects: Antwerp Railroad Depot, the Variety Theatre, and the Clark
State Performing Arts Center. In other business, the Commission granted
approval of a request for an easement on the COSI Columbus property, and
adopted a revised employee handbook.
The Cleveland Museum of Natural History’s
Shafran Planetarium was among the projects
receiving approval at the Commission’s second The Commission reimbursed 13 local project sponsors over $1.04
quarter meeting. million on paid invoices during the month of May. The total amount
reimbursed includes:
$43,717 Boonshoft Museum of Discovery

$6,023 Clifton Cultural Arts Center
$144,406 Davis-Shai House
$3,162 Gallia County Historical/Genealogical Society
$16,482 Henry County Historical Society Museum
$17,656 Irene Lawrence Fuller House
$7,504 Lorain Palace Theatre
$58,112 Massillon Museum
$481,183 Ohio Historical Society – various projects
$44,389 Renaissance Theatre
$82,754 Stambaugh Auditorium
$132,939 Stan Hywet Hall and Gardens
$7,248 Sylvania Historical Village
PROJECT NEWS
Toledo’s Imagination Station celebrated the opening of its new Energy Factory exhibit on May 13. The Energy
Factory is the second exhibit developed in partnership with businesses in the Toledo community. Exhibit partners BP-
Husky Refining and First Solar worked with Imagination Station team members and exhibit manufacturer Roto Studio to
create several hands-on exhibits that educate visitors about oil refining and solar power, energy conservation, and
alternative energy sources. The first part of the exhibit explores the oil industry with interactive exhibits that explain the oil
refining process; the story of oil from how it is created and extracted to its various products and uses; and a “Voice of the
Visitor” area that encourages visitors to share their views on important energy topics. The second part of the Energy
Factory deals with solar power, and is located in an area of the museum where natural sunlight is abundant, along the
Maumee riverfront. The exhibit contains photovoltaic panels that convert sunlight to electricity, and a number of interactive
games that allow visitors to explore concepts of solar power and the use of robotics in the solar power industry. Still other
Energy Factory exhibits explore eddy currents (a property of magnetism), spin energy transfer, and electromagnetic fields.
Imagination Station received Commission approval in May 2009 for just over $1 million in state capital appropriations that
were used to conduct strategic facility and exhibit upgrades in preparation for the museum’s reopening last fall. The state
has invested nearly $12 million in the facility since its inception in the mid 1990s.
The Boonshoft Museum of Discovery is the recipient of an $800,000 grant from NASA to create an Exoplanets
Exploration exhibit. The addition of the new exhibit will be part of the Boonshoft’s overall planetarium renovation, and
will include a NASA theater, linking visitors directly to NASA scientists. The exhibit will educate visitors about the
importance of exoplanet discovery as part of NASA’s space exploration program. Exoplanets are planets outside our solar
system, orbiting a star other than the Sun. The project also will incorporate a traveling component, and the development
of educational support materials for teachers and parents. According to Boonshoft CEO Mark Meister, the NASA grant is
the largest federal grant in the museum’s history. The Boonshoft’s project is one of nine science center exhibits across the
country to share $7 million in grant funds. The Boonshoft Museum of Discovery has received state capital appropriations
totaling $1.5 million; the most recent funds received Commission approval in November 2009, and are being used to
upgrade the museum’s Wild Ohio Zoo.
181
Restoration work on Stambaugh Auditorium’s Skinner organ continues, funded
in part by a recent capital appropriation of $925,000, approved by the Commission
in November 2009. The organ had suffered significant water damage, prompting its
million-dollar restoration. Workers recently unloaded parts of the organ at Stambaugh
after their return from a restoration facility in Connecticut. Skinner organs were the
world’s finest at the time the Stambaugh’s organ was installed in 1926. The
restoration project is not expected to be complete until summer 2011.
The Columbus Clippers baseball team received an Emerald Award from the
Solid Waste Authority of Central Ohio for its recycling efforts at Huntington
Park. The Clippers worked with Rumpke, a waste management and recycling
company, to divert 97 tons of cardboard, 13 tons of grass clippings, and 110 tons of
mixed recyclables from the waste stream at Huntington Park. The Clippers
organization says it hopes to grow the program in future years, encouraging more
participation from fans and creating recycling-themed promotions to raise awareness
of the program. Huntington Park opened to a sold-out crowd in April 2009, and was
built, in part, with state capital funds of $7 million.
The future of the Fairfield County Historical Parks Commission is uncertain

after the defeat on May 4 of a 0.5-mill property tax levy, which would have
generated $1.6 million annually to care for the parks. It was the tenth parks levy
defeat since the Parks Commission was created in 1981. The park system is
comprised of 18 historic properties, including the 1824 Rock Mill gristmill, which is
undergoing restoration. Rock Mill has received $150,000 in state capital funds through
the Commission to help fund the restoration. The Parks Commission budget this year
includes $127,400 from the county general fund, as well as some state funding,
private contributions, and membership sales. Parks Commission Executive Director
David Fey has stated the Parks Commission cannot properly restore and operate all
of the properties that residents have donated over the years under its current funding
structure. Members of Fairfield County Historical Parks met with Fairfield County
commissioners after the levy defeat and agreed to research options for maintaining
the parks system, after Fey mentioned the possibilities of selling some of the land,
closing the parks, or partnering with another park system to manage the parks.
Stambaugh Auditorium’s organ County commissioners also asked the Parks Commission to develop a basic budget
restoration project is underway. TOP: that would keep the parks in operation and submit it for review. According to Mr. Fey,
In the great chamber, the walls have the county commissioners are committed to keeping the parks open. Commission
been repainted and work is in project management staff is in contact with Mr. Fey regarding plans to maintain the
progress to reinstall the Bombarde
section of pipes. BOTTOM: Partial parks moving forward.
reinstallation of the Swell chamber.
The Swell chamber encloses some ofThe National Underground Railroad Freedom Center recently hosted its largest-
the organ’s pipes; the organist can
drawing temporary exhibit ever. The four-month exhibit on lynching, called “Without
control volume by opening or closing
shutters. Sanctuary”, drew 15,000 visitors from its opening in mid-January until its run ended
May 31. Freedom Center officials had hoped for 10,000. The exhibit saw single-day
high attendance on May 22, with 389 visitors. “Without Sanctuary” depicts the
country’s documented history of 5,000 lynchings, from 1882 to 1968, through artifacts and photographs. Through the
Commission, the Freedom Center has been reimbursed more than $14.6 million from a total $15.5 million in state capital
appropriations.
A total of seven projects are undergoing assessment by Commission project management staff for potential
placement on the Commission’s August meeting agenda. The total includes six cultural facility projects and one
project of the Ohio Historical Society.
STAFF NEWS
Jon Bedzyk has been hired as a full-time project manager. Jon has worked for more than ten years in the commercial
real estate industry, specializing in financial analysis and modeling. Prior to joining the Commission staff, Jon worked with
Nationwide Insurance in its real estate investment department as an asset manager; at Rockbridge Capital, LLC,
specializing in debt financing and equity funds for development loans and servicing; and at Intellirisk Management
Corporation as its real estate director. Jon received his Bachelor of Science degree in business administration, majoring in
finance, from The Ohio State University’s Fischer College of Business, and served four years in the U.S. Navy.
182
Commission intern Amanda Alexander completed her doctoral dissertation at The Ohio State University’s
program in Cultural Policy and Arts Administration. She has accepted a teaching position at Edinboro University in
Pennsylvania. Her last day with the Commission was June 3. Replacing Amanda this summer is Brianna Dance, a recent
bachelor’s degree recipient in fine arts from OSU.
Tuesday, August 17, 2010 (starting time and location TBA)

Tuesday, November 9, 2010 (starting time and location TBA)
cc: Kimberly Eckhart, Office of Budget and Management

Emily Gephart, Legislative Services Commission
183
Tony Capaci
From: Jessica Fagan
To: Rachel Gerrick (RGerrick@ag.state.oh.us); Emily_Gephart@lsc.state.oh.us; Kimberly
Eckhart; OCFC

May 2010
COMMISSION NEWS


PROJECT NEWS
184
alternative energy sources. The first part of the exhibit explores the oil industry with interactive exhibits that explain the oil
refining process; the story of oil from how it is created and extracted to its various products and uses; and a “Voice of the
Visitor” area that encourages visitors to share their views on important energy topics. The second part of the Energy
Factory deals with solar power, and is located in an area of the museum where natural sunlight is abundant, along the
Maumee riverfront. The exhibit contains photovoltaic panels that convert sunlight to electricity, and a number of interactive
games that allow visitors to explore concepts of solar power and the use of robotics in the solar power industry. Still other
Energy Factory exhibits explore eddy currents (a property of magnetism), spin energy transfer, and electromagnetic fields.
Imagination Station received Commission approval in May 2009 for just over $1 million in state capital appropriations that
were used to conduct strategic facility and exhibit upgrades in preparation for the museum’s reopening last fall. The state
has invested nearly $12 million in the facility since its inception in the mid 1990s.
The Boonshoft Museum of Discovery is the recipient of an $800,000 grant from NASA to create an Exoplanets
Exploration exhibit. The addition of the new exhibit will be part of the Boonshoft’s overall planetarium renovation, and
will include a NASA theater, linking visitors directly to NASA scientists. The exhibit will educate visitors about the
importance of exoplanet discovery as part of NASA’s space exploration program.
Exoplanets are planets outside our solar system, orbiting a star other than the Sun.
The project also will incorporate a traveling component, and the development of
educational support materials for teachers and parents. According to Boonshoft CEO
Mark Meister, the NASA grant is the largest federal grant in the museum’s history.
The Boonshoft’s project is one of nine science center exhibits across the country to
share $7 million in grant funds. The Boonshoft Museum of Discovery has received
state capital appropriations totaling $1.5 million; the most recent funds received
Commission approval in November 2009, and are being used to upgrade the
museum’s Wild Ohio Zoo.

after their return from a restoration facility in Connecticut. Skinner organs were the
world’s finest at the time the Stambaugh’s organ was installed in 1926. The
restoration project is not expected to be complete until summer 2011.
The Columbus Clippers baseball team received an Emerald Award from the
Solid Waste Authority of Central Ohio for its recycling efforts at Huntington
Park. The Clippers worked with Rumpke, a waste management and recycling
company, to divert 97 tons of cardboard, 13 tons of grass clippings, and 110 tons of
mixed recyclables from the waste stream at Huntington Park. The Clippers
organization says it hopes to grow the program in future years, encouraging more
participation from fans and creating recycling-themed promotions to raise awareness
of the program. Huntington Park opened to a sold-out crowd in April 2009, and was
built, in part, with state capital funds of $7 million.
The future of the Fairfield County Historical Parks Commission is uncertain

after the defeat on May 4 of a 0.5-mill property tax levy, which would have
generated $1.6 million annually to care for the parks. It was the tenth parks levy
defeat since the Parks Commission was created in 1981. The park system is
comprised of 18 historic properties, including the 1824 Rock Mill gristmill, which is
Stambaugh Auditorium’s organ undergoing restoration. Rock Mill has received $150,000 in state capital funds through
restoration project is underway. TOP: the Commission to help fund the restoration. The Parks Commission budget this year
In the great chamber, the walls have
been repainted and work is in includes $127,400 from the county general fund, as well as some state funding,
progress to reinstall the Bombarde private contributions, and membership sales. Parks Commission Executive Director
section of pipes. BOTTOM: Partial David Fey has stated the Parks Commission cannot properly restore and operate all
reinstallation of the Swell chamber. of the properties that residents have donated over the years under its current funding
The Swell chamber encloses some of
the organ’s pipes; the organist can structure. Members of Fairfield County Historical Parks met with Fairfield County
control volume by opening or closing commissioners after the levy defeat and agreed to research options for maintaining
shutters. the parks system, after Fey mentioned the possibilities of selling some of the land,
185
closing the parks, or partnering with another park system to manage the parks. County commissioners also asked the
Parks Commission to develop a basic budget that would keep the parks in operation and submit it for review. According to
Mr. Fey, the county commissioners are committed to keeping the parks open. Commission project management staff is in
contact with Mr. Fey regarding plans to maintain the parks moving forward.
The National Underground Railroad Freedom Center recently hosted its largest-drawing temporary exhibit ever.
The four-month exhibit on lynching, called “Without Sanctuary”, drew 15,000 visitors from its opening in mid-January until
its run ended May 31. Freedom Center officials had hoped for 10,000. The exhibit saw single-day high attendance on May
22, with 389 visitors. “Without Sanctuary” depicts the country’s documented history of 5,000 lynchings, from 1882 to 1968,
through artifacts and photographs. Through the Commission, the Freedom Center has been reimbursed more than $14.6
million from a total $15.5 million in state capital appropriations.
STAFF NEWS


186
Tony Capaci
From: Jessica Fagan
Sent: Tuesday, June 01, 2010 12:14 PM
To: Tony Capaci
Subject: NURFC - monthly report
Hi Tony,

Here is what was reported about NURFC in last month’s report – is there anything new to add? Thanks!

The National Underground Railroad Freedom Center entered into an agreement with JP Morgan Chase Bank to forgive
a portion of the debt incurred to construct the facility. The Freedom Center continues to work with the federal
government to federalize the facility in the next 18 to 24 months, and removing debt from the Freedom Center’s
balance sheet is seen as a positive step toward that end. However, the one‐time payment of more than $3 million to
settle the outstanding debt may strain the Freedom Center’s cash flow. Commission staff has requested updated cash
flow projections from Freedom Center management and will continue to monitor the organization’s finances.

187
Tony Capaci
From: Dave Wartel
Sent: Wednesday, May 12, 2010 11:39 AM
To: Amanda Alexander; Amy Rice; Barbara Witt; Brianna Dance; Dave Wartel; Erica M. Johnson;
Jessica DeLong; Jillian D. Burner; Jon Bedzyk; Keith Wiley; Lex Leonard; Max Roberts-
Zirker; Myra La Cava; Tony Capaci
Subject: April 2010 Report to the Ohio Cultural Facilities Commission
April 2010

COMMISSION NEWS
The Commission reimbursed 18 local project sponsors over $1.9 million on paid invoices during the month of April.
The total amount reimbursed includes:

$13,218 Allen County Historical Society
$1,025,420 Cincinnati Museum Center
$169,316 Cleveland Public Theatre
$1,989 COSI Columbus
$80,583 Davis‐Shai House
$97,142 Heritage Center of Dayton Manufacturing & Entrepreneurship
$15,486 King Arts Complex
$21,648 Montgomery County Historical Society Archives
$55,718 Ohio Genealogical Society
$188,476 Ohio Historical Society (various projects)
$17,245 Veterans' Park Amphitheatre
$92,981 Warren County Historical Society
$16,868 Wood County Historical Center & Museum
The May 13 Commission meeting agenda will feature eight cultural projects.
Five projects will be proposed for full Commission approval and 3 for
authorization to enter into a Memorandum of Understanding. Additionally,
the Commission will be asked to consider a special request to approve an
easement at COSI Columbus, as well as adoption of a revised Employee
Handbook for the agency.

Looking ahead, Commission staff has begun processing requests from six
projects to be considered for the August Commission meeting agenda.
Additionally, two project sponsors that are expected to enter into Memoranda

The Morgan Township House Museum of Understanding (MOUs) following the May Commission meeting are
targeting August for a return for full Commission approval. Project Services
staff will conduct a “triage” of submitted materials over the next few weeks and will assess all aspects of projects that
188
have submitted the required documentation in preparation for proposing an agenda for the third quarter Commission
meeting scheduled for August 17.

Commission Chairman Otto M. Budig, Jr. participated in a ribbon cutting ceremony at the Morgan Township House
Museum in Okeana on April 17, 2010. The Morgan Township Historical Society recently completed an interior and
exterior restoration project at the 1858 building, funded in part by $80,000 approved by the Commission in November
2008.The building once served as township offices, a school and a bank. The museum, now open for tours by
appointment, houses artifacts including a school bell, a World War II display and the school building’s cornerstone.
Please click here to read Chairman Budig’s description of the extraordinary opening celebration.

PROJECT NEWS

The Western Reserve Historical Society’s use of proceeds from the sale of certain items from its collections for debt
reduction continues to draw strong criticism from local media and residents. Society officials continue to defend to the
practice after numerous articles and editorials in the Plain Dealer. Of particular concern is the Society’s Crawford Auto‐
Aviation Museum collection. Kay Crawford, widow of the Crawford’s founder, unsuccessfully appealed to Society
officials to cancel an auction shortly before her death in January 2010.

In May 2009, due to concerns about the organization’s debt and sustainability, a condition was placed on the
Commission’s approval of the Society’s East Boulevard Facility Renovation project that required the Society to obtain a
written guaranty (or guarantees) prior to disbursement of state funds.

A group of former volunteers and members of the Friends of the Crawford fundraising auxiliary is collecting names for a
petition to legally separate the Crawford from the Western Reserve Historical Society. A letter from a representative of
the group, detailing the group’s concerns, is attached (click here).


In other news, the Freedom Center was recently ranked #18 in Top Black Museums in America, and has received private
funding from Lois and Richard Rosenthal for a new gallery that will house a permanent exhibit on contemporary slavery.
The new exhibit, comprising approximately 3,000 square feet, is on the third floor of the Freedom Center’s east wing.

Marion Technical College will take over day‐to‐day management of the Harding
Home and Memorial State Historical Sites. The Ohio Historical Society is expected
to approve the agreement and pay the college $105,000 per year to run the two
sites. The college is committing $20,000 of its own money for the first year and
plans to tie the operation into its academic program. Plans call for Marion
Technical College business students to devise marketing and fundraising plans for
the facilities.

The city of Warren continues to pursue changes to the management structure of
the Packard Music Hall. After a March Request for Qualifications for the
management of the venue yielded no formal submittals, local officials remain in
communication with two companies that initially expressed interest in managing
the facility. The city administration decided to pursue a management contract as

part of its ongoing efforts to reduce its annual subsidy of $250,000 for Packard
Packard Music Hall
189
Music Hall operations. The city hopes to increase revenue at the Packard by shifting from a rental only facility to a venue
that, through the use of a non‐government management agent, can promote and book shows more aggressively than
allowed with the city as manager. Currently, Music Hall management is not permitted to risk taxpayer dollars on such an
endeavor.

Any deal worked out to manage the venue will need to abide by the wishes of the late W.D. Packard, who made the
Music Hall and adjacent park his parting gifts to the city. The donor’s directives require that the city‐owned facility
remains under the authority of the Packard Park Board, and also include an independent commitment to the Packard
Band. Participants in the RFQ process indicated that the complex control and responsibility relationship between the
various entities may be inhibiting interest from prospective managers. City officials are re‐examining the administration
structure to see if they can legally make changes that may facilitate efforts to engage a management contractor.

Additionally, Commission staff has put the city of Warren on notice that prior to entering into a management agreement
for the facility, the city will need to demonstrate that its proposed arrangement conforms to the terms of the
Cooperative Use Agreement between the city and the Commission, as well as IRS restrictions related to the bond funds
the Commission has approved for the facility.

Six months after opening its doors to rave reviews, the $105 million Lucas County Arena has sold its naming rights.
The Columbus‐based bank Huntington Bancshares, Inc. purchased the naming rights to the 8,000‐seat venue for $2.1
million. The home of the Toledo Walleye and downtown Toledo’s premier indoor entertainment venue is now called the
Huntington Center.


Thursday, May 13, 2010, 10:00 AM at the Chase Tower 6th Floor Conference Center, 100 East Broad Street, Columbus




190
Tony Capaci
From: Dave Wartel
Sent: Thursday, April 29, 2010 4:31 PM
To: Tony Capaci
Subject: NURFC
DRAFT – please let me know what you think…

In other National Underground Railroad Freedom Center news, the Freedom Center has recently entered into an
agreement with JP Morgan Chase Bank to write off approximately _____ of debt incurred to construct the facility. The
Freedom Center continues to work with the federal government to take ownership of the facility in the next 18 to 24
months, and removing debt from the Freedom Center’s balance sheet is seen as a positive step toward that end.
However, the large one‐time payment to settle the debt may strain the Freedom Center’s cash flow. Commission staff
has requested updated cash flow projections from Freedom Center management and will continue to monitor the
organization’s finances.

David P. Wartel
Assistant Director / Chief Operating Officer
Telephone: 614-752-2770
Direct: 614-728-3328
Fax: 614-752-2775
e-mail: dwartel@culture.ohio.gov
191
Tony Capaci
From: Dave Wartel
Sent: Tuesday, April 27, 2010 11:48 AM
To: Tony Capaci
Subject: RE: NURFC settlement agreement
Tony –

Is there any communication needed? Do you know if we promised anyone that we would keep them informed?

Thanks,
Dave

From: Tony Capaci
Sent: Friday, April 16, 2010 1:50 PM
To: National Underground Railroad Freedom Center (594docs@ocfcsp.oasfc.local); Kathy Fox; Barbara Witt; Jessica
Fagan
Subject: NURFC settlement agreement
Hi All,
FYI…we received a signed copy of the NURFC settlement agreement which is uploaded to Sharepoint.
Thanks,

Sent: Friday, April 16, 2010 9:51 AM
To: Tony Capaci
Subject: RE: NURFC 3rd QFY10 interest.pdf - Adobe Acrobat Professional/ proforma
Here is a signed copy of the agreement. Please call me if you have any questions.
Thank you,
192
Tony Capaci
To: Tony Capaci
Cc: DMurphy@nurfc.org
Subject: NURFC Pro-forma Financial Statements
Attachments: NURFC five year pro-forma revenue statements for the OCFC.xls
Importance: High
Follow Up Flag: Follow up

Flag Status: Completed
Tony,
Attached are the requested financial statement projections for the Freedom Center for 2010 through 2014. Please call me
when you have time to discuss.
Thank you,
Benjamin
193
Tony Capaci
Sent: Tuesday, March 30, 2010 3:59 PM
To: Tony Capaci
Cc: BReece@nurfc.org; Barbara Witt; Kathy Fox
Subject: Re: FW: five year operating proforma
Tony
I will make sure we get this to you right away.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
"Tony Capaci" <tcapaci@culture.ohio.gov> To <BReece@nurfc.org>

cc "Barbara Witt" <bwitt@culture.ohio.gov>, "Kathy Fox" <KFox@culture.ohio.gov>,
03/30/10 12:48 PM <DMurphy@nurfc.org>
Subject FW: five year operating proforma
Ben,
Kindly give me an idea of when I can expect to receive the operating proforma. (We have it as an open item and I would like to stay
current on the status)
Thanks,
Tony

From: Tony Capaci
Sent: Monday, March 15, 2010 2:04 PM
Cc: Barbara Witt; 'DMurphy@nurfc.org'
Subject: five year operating proforma

Ben,
I spoke with Don regarding obtaining a five year operating proforma without interest expense or bank fees. When preparing the
proforma kindly show operating before and after depreciation. Also, kindly detail the assumptions behind fundraising projections.
Thanks,
Tony

Tony Capaci
Project Manager
We’re moving! Effective March 22, 2010, the Ohio Cultural Facilities Commission will relocate its offices. Our new address is 100 East Broad Street,
Suite 300, Columbus, OH 43215-3661. Our phone and fax numbers will remain the same.
Telephone: 614‐728‐6924
194
Fax: 614‐752‐2775

195
Tony Capaci
From: Barbara Witt
To: Tony Capaci
Cc: Amy Rice
Subject: RE: NURFC (Don Murphy call)
Do not schedule this meeting without discussing the date with me first. We are not committing to anything that
interferes with the scheduled work for May or other scheduled tasks.

Barbara Witt, PMP
We’re moving! Effective March 22, 2010, the Ohio Cultural Facilities Commission will relocate its offices. Our new address is 100 East Broad
Street, Suite 300, Columbus, OH 43215-3661. Our phone and fax numbers will remain the same.
Telephone: 614‐728‐8923
Fax: 614‐752‐2775

From: Tony Capaci
To: Barbara Witt; Kathy Fox
Subject: NURFC (Don Murphy call)

Kathy, Barbara,
I spoke with Don Murphy today and discussed issues of full funding, operating projections, federalization and debt and
investment reduction. I told him I will request from Ben Reece a five year operating proforma and once reviewed I will
schedule a meeting between OCFC staff to discuss. I will get back to him after that meeting.
Thanks,
Tony
Tony Capaci
Project Manager
196
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

197
Tony Capaci
From: Jessica Fagan
To: OCFC; Emily_Gephart@lsc.state.oh.us; Kimberly Eckhart; Rachel Gerrick
(RGerrick@ag.state.oh.us)
Subject: February monthly report to the Commission
Below please find the monthly report to the Commission for February. Please let me know if you have any questions.

February 2010
COMMISSION NEWS
Two cultural facility projects received Commission approval during the first quarter meeting of 2010. The Irene
Lawrence Fuller House in Cuyahoga County was approved for a renovation project utilizing a $250,000 capital
appropriation, and the Cozad-Bates House, also in Cuyahoga County, received approval to use a $100,000 appropriation
for a roof replacement project. Also approved was a memorandum of understanding for the National Underground
Railroad Freedom Center in Cincinnati. In other Commission business, officers Otto M. Budig, Jr., chairman; Barbara S.
Robinson, vice-chair; and Craig A. Marshall, secretary-treasurer; were re-elected to their respective offices for another
one-year term.
Governor Strickland reappointed three Commission members in February for three-year terms. Chairman Otto M.
Budig, Jr., Secretary-Treasurer Craig A. Marshall, and member Bill Erdos were reappointed to serve on the Commission.
Their terms will expire in December 2012.
The Commission reimbursed 31 local project sponsors more than $5.5 million on paid invoices during the month
of February. The total amount reimbursed includes:
$39,032 Allen County Historical Society

$150,000 ArtsinStark Cultural Center for the Arts
$500,000 Capitol Theatre of the Detroit Shoreway
$943,577 Cincinnati Museum Center
$565,247 Cleveland Public Theatre
$100,000 Covedale Center for the Performing Arts
$149,713 Eulett Center
$16,308 Harvey School
$58,291 Holland Theatre
$42,305 Imagination Station (COSI Toledo)
$235,993 Lucas County Arena
$41,205 McConnell Arts Center of Worthington
203
$91,192 McKinley Presidential Library and Museum
$128,210 National Aviation Hall of Fame
$500,000 Pro Football Hall of Fame
$150,000 Richard Howe House
$311,461 RiverSouth Development
$37,700 Rock Mill
$11,253 Veterans’ Park Amphitheatre
$5,976 WACO Air Museum
$145,253 Western Reserve Historical Society
PROJECT NEWS
The city of Madeira is evaluating a request from the

Madeira Historical Society to serve as a cultural
guarantor for the Society, which would fulfill a
condition of the Commission’s authorizing resolution
for the Society’s capital project, approved at the
Commission’s November 2009 meeting. The
Commission approved the Society’s improvement project
based on a number of conditions, one of which is that the
Society secure either a financial or a performance
guarantee. The Budget and Finance Committee of the city
of Madeira has recommended that the city move forward
with serving as a cultural guarantor, and also that the city
encumber $127,500 in the first year of the approximately
15-year bond term. The city has estimated its annual cost
The Miller House, operated by the Madeira Historical Society, is a
1922 Sears catalog house that functions as a museum illustrating
to operate the Miller House, in the event the Society is
th
early 20 -century middle-class life in a suburban setting. unable to do so, at $8,500 per year. For each year the
Society continues to operate the historic house, the city
would release $8,500 back into its general fund; the
arrangement would ensure the current city council does not encumber future city councils financially. Although the
Madeira City Council discussed the committee’s recommendation, it has not yet taken any formal action on the proposal.
The council also tabled a proposal to instruct the city’s law director to research the legal ramifications of serving as a
guarantor for the Society while the city examines the financial stability of the Madeira Historical Society; the society was
asked to provide the city with an inventory of its assets and a five-year financial plan. Meanwhile, the Society has
proceeded with improvements to the Miller House, including replacement of old plumbing and fixtures, and interior
painting is scheduled to begin in mid-March. Society officials say many businesses and individuals have donated money,
labor and materials to conduct the renovations. The 1922 Miller House operates as a historic house museum. Additional
project components are expected to include garage door replacement, sidewalk repair, basement waterproofing and
electrical updates. The project has a $60,000 state capital appropriation.
Fairfield County Commissioners approved the placement of a 0.5-mill property tax on the May ballot to benefit
the Fairfield County Historical Parks Commission. The parks commission is responsible for Rock Mill, as well as 16
other historical properties that residents have donated to the parks system over the years. Parks Commission Director
David Fey estimates Rock Mill needs $700,000 to be completely restored; a state capital appropriation of $150,000
received Commission approval in July 2009, and was used to restore the mill’s north wall. Voters have rejected the nine
previous attempts to fund the parks system through a property tax since the parks commission was created in 1981. The
entity operates primarily on county general funds, this year totaling $127,400, as well as some memberships and private
fundraising. If the levy passes on May 4, it would generate approximately $1.6 million per year, and cost the owner of a
$100,000 home an additional $15 annually.
The Cleveland Museum of Natural History hired Evalyn Gates to serve as its new executive director. Ms. Gates is
a well-known physicist, author, and educator, and will fill the museum’s leadership role beginning May 17. The museum
conducted an 18-month international search to identify a new director, following the resignation of Bruce Latimer in June
204
2008. Ms. Gates currently serves as assistant director for the University of Chicago’s Kavli Institute for Cosmological
Physics, and is also a member of the university’s research faculty in astronomy and astrophysics. She has been published
in Physics Today, and previously worked at the Adler Planetarium and Astronomy Museum in Chicago, managing the
museum’s public education programs, developing new galleries, and managing the creation of new exhibits. She holds
both her undergraduate degree, in biomedical engineering, and her doctorate, in theoretical particle physics, from Case
Western Reserve University. She joins the Cleveland Museum of Natural History at an important time, as the 90-year-old
institution plans to launch a capital campaign to fund major renovation and expansion plans. The museum was
appropriated $150,000 in the June 2008 capital bill, and its project to install a new full-dome projection system in its
planetarium is currently undergoing assessment by Commission staff for possible placement on the Commission’s May
meeting agenda.
The Jamestown Opera House hosted its first performance since 1936 as
the Jamestown Area Historical Society presented “Voices of Ohio” to a
sold-out house on December 5. Former state senator and current U.S.
Congressman Steve Austria was in attendance to present a Congressional
proclamation. Although the Society has completed a great deal of the
renovations to the historic opera house, a number of projects remain, including
improvements to walls, stairs, and floors. The facility has received a total of
$275,000 in state capital appropriations, and almost $272,000 has been
reimbursed to date.
The city of Warren issued a Request for Qualifications from companies

interested in managing the Packard Music Hall. The city wants to see the
facility managed in such a way that the music hall’s use would increase, the
number of tenants expand, and the city subsidy decrease. The RFQ was
developed by a Youngstown attorney in collaboration with Warren’s mayor, the
city law department, Packard Music Hall Director Christopher Stephenson, and
some of the facility’s tenants, including the Packard Band and Warren Civic
Music Association. Prospective managers have until March 17 to respond to
the RFQ, and select companies will be invited to respond to a Request for
Proposals. Firms responding to the RFQ must submit a management plan for
The Jamestown Opera House recently hosted the hall, as well as a marketing plan, a description of their booking philosophy,
its first performance since 1936.
and a financial plan designed to maximize revenues while minimizing operating
expenses. Eventually, the city says it would like to eliminate its annual subsidy
for the hall, which last year was $250,000. The Packard Music Hall received Commission approval in May 2008 for a
$575,000 capital appropriation, which is being used to upgrade much of its original stage-house technology, including
lighting, rigging and sound systems.
The DeYor Performing Arts Center suffered damage due to heavy ice and snow, although the incident caused no
damage or structural problems inside the theater. A buildup of ice and snow on the roof caused the collapse of an
exterior fire escape and part of the building façade. The building was closed for one day so officials could assess the
damage, but three sold-out performances by Riverdance in the following days were held as planned. Police and
firefighters were on hand during the performances in case of any emergencies. The only interior space affected by the
collapse is the center’s Overture Restaurant, where a gas line on the side of the building, which affects only the
restaurant, was damaged. The restaurant will remain closed until the gas line is repaired. Arts center officials do not yet
have cost estimates to repair the facility damage, but anticipate that masonry repairs will be conducted in the spring. The
DeYor Performing Arts Center has been appropriated a total of $2.125 million through six state appropriations. The most
recent project conducted at the center, utilizing $125,000 in state capital funds, received Commission approval in
November 2009. The funds were used for the purchase and installation of a new flyable acoustical shell and stage rigging
at Powers Auditorium.
Ten projects remain in assessment for potential placement on the Commission’s May meeting agenda. The total
includes eight cultural facility projects and two projects of the Ohio Historical Society.
ITEMS OF INTEREST
The Commission will conduct its office move on March 18 and 19. Commission staff is likely to shuttle between
locations on those dates, and telephone, e-mail and computer access is expected to be intermittent during the transition to
the new location. All systems will be fully functioning at the new offices on Monday, March 22. The Commission’s phone
and fax numbers will remain the same.
205
The Commission’s new address will be:
100 East Broad Street, Suite 300

Thursday, May 13, 2010 (100 East Broad Street, 6th Floor Conference Room, starting time TBA)

206
Tony Capaci
From: Barbara Witt
Sent: Tuesday, February 23, 2010 2:02 PM
To: Tony Capaci
Subject: RE: Freedom Center Full Funding
I’m not going to get involved at this point. It appears KF has this under control and those details she can take care of. BW

Barbara Witt
Telephone: 614‐728‐8923
Fax: 614‐752‐2775

From: Tony Capaci
Sent: Tuesday, February 23, 2010 10:19 AM
To: Barbara Witt
Subject: FW: Freedom Center Full Funding
Barbara,
Do you want to let Don Murphy know the avoidance of reappropriation is not a done deal until the controlling board is
approved. I believe from reading his email below he thinks the MOU on its own protects the appropriation.
Let me know.
Thanks,
Tony

From: Kathy Fox
Sent: Sunday, February 21, 2010 3:21 PM
To: Tony Capaci
Cc: Barbara Witt
Tony,
Don Murphy contacted me on Sunday regarding the Freedom Center’s negotiations with the bank consortium that holds
their letter of credit. He is hopeful that they will reach an agreement that will allow the Freedom Center to go forward
with the debt settled and the bank lien released. He expects this to be resolved in the next week (apparently the same
timeframe as the expiration of their current letter of credit.) In exchange the Freedom Center would be paying for some
portion of the debt out of their funds. He is not able to be more specific on any particulars at this point.

The Freedom Center’s hope is that the state’s $850K will become available to them along with the funds we hold in
escrow. I reminded him that the Commission’s recent resolution requires Federalization (they will still pursue this) prior
207
to release of funds. I told him that we would have to have more information to understand the financial implications
and the Commission would have to take further action prior to release of the $850K, and that release of the escrowed
funds has not be contemplated at this point and would also require further evaluation and Commission action. You will
likely be receiving additional information this coming week. No commitments have been made other than that we will
review the financial implications of the arrangements they make with the bank consortium and the resulting changes to
their financial situation. I let him know that the staff is in the middle of assessing projects for the May Commission
agenda at this time.

If you have questions let me know.

Thanks,
Kathy

Sent: Sunday, February 21, 2010 8:28 AM
To: Kathy Fox
Cc: Ken Robinson; BReece@nurfc.org; Barbara Lynch; jepepjr@aol.com
Subject: Freedom Center Full Funding
Hello Kathy
First let me thank you and your staff for facilitating MOU that allows the $850K to
remain available until such time as we fulfill the terms of the MOU, without having to re-
appropriate the funds.
As you may be aware we have been working with our bankers to reach agreement on
eliminating our bonded indebtedness entirely. There is currently a proposal from the
banks that would allow us to do that. We believe it gets us to close to sustainability. I
would like to talk with you about the details of the proposal and determine if there is a
way you can help us to reach agreement with the banks and at the same time fulfill the
terms of the MOU. I believe we can get there.
I am available to talk early Monday 7 AM to 8 AM or anytime after 11 AM. I am also

available today, Sunday, from 9AM to 1130AM. I can also make myself available early
Tuesday morning 7AM to 9AM. The call should not take that long. We have a very short
deadline to get back to the banks or their offer becomes void.
Again thank you for your willingness to work with us and all of the support you have
given us over these years.
Don Murphy
208
Tony Capaci
From: Kathy Fox
To: Tony Capaci
Cc: Barbara Witt
Tony,



Thanks,
Kathy

To: Kathy Fox
Hello Kathy

210
Don Murphy
211
Tony Capaci
From: Jillian D. Burner
Sent: Friday, February 19, 2010 4:33 PM
Cc: 594@ocfcsp.oasfc.local; donmurphy10850@yahoo.com; Tony Capaci
Subject: RE: Signature Ready MOU
Ben,

I wanted to follow up to get a status of the MOU, and when we could expect to receive the four original signed MOU’s.

Thanks and have a great weekend!

Jillian

Sent: Wednesday, February 10, 2010 10:06 AM
Thanks Ben, see you tomorrow!

Jillian

To: Jillian D. Burner
Cc: 594@ocfcsp.oasfc.local; donmurphy10850@yahoo.com; Jillian D. Burner; Tony Capaci
I have several signed documents that I am bringing with me to the meeting tomorrow morning. The number that we will
use to call Don on the speaker phone is (513) 407-2934.
Thank you,
"Jillian D. Burner" <jburner@culture.ohio.gov> To "Jillian D. Burner" <jburner@culture.ohio.gov>, <BReece@nurfc.org>,

<donmurphy10850@yahoo.com>
02/09/2010 02:21 PM cc "Tony Capaci" <tcapaci@culture.ohio.gov>, <594@ocfcsp.oasfc.local>
Subject RE: Signature Ready MOU
212
Hi Ben,

I just wanted to confirm that you received the below e‐mail with the signature ready MOU. If you have I wanted to get an ETA on
when we could expect to receive the signed MOU or if you were planning on bringing it to the meeting on Thursday. Also Tony
wanted me to check with you and ensure the phone arrangement with Don are confirmed and he will be available. If he is available
can you please forward to Tony and myself the number we will be able to reach him on the 11th during the Commission Meeting.

Look forward to hearing from you,

Jillian

Sent: Friday, January 29, 2010 5:08 PM
To: 'BReece@nurfc.org'; 'donmurphy10850@yahoo.com'
Cc: Tony Capaci; National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Subject: Signature Ready MOU

Hi Ben,

I have attached the signature ready Memorandum of Understanding. Please print out four copies of the agreement and sign them,
please do not fill in the date on the first page that will be filled in when Kathy signs the agreements. Once the agreements are
signed go ahead and bring them to the Commission Meeting on February 11th. Please let me know if you have any questions.

Thanks,
Jillian

Jillian Burner
Associate Project Analyst
Telephone: 614-995-7554
Fax: 614-752-2775
e-mail: jburner@culture.ohio.gov
Assembly and Governor for community cultural facility projects including non-profit theaters, museums, historical sites and publicly owned professional sports venues. You
are invited to visit www.culture.ohio.gov or call (614) 752-2770 for more information on the Commission or to learn how we can assist your cultural facility project.

213
Tony Capaci
From: Dave Wartel
To: Barbara Witt; Tony Capaci; Jillian D. Burner
Cc: Kathy Fox
Subject: New Project Note Posted - National Underground Railroad Freedom Center
http://192.168.100.14:81/OCFCintranet/ProjectNotes.aspx?ProjectId=594
http://192.168.100.14:81/OCFCintranet/NoteContent.aspx?NoteId=2695
NURFC Release and Encumbrance
Commission Resolution R‐10‐04 conditionally approved the release of $850,000 and conditionally approved
the execution of legal documents with the National Underground Railroad Freedom Center Inc. (“NURFC”).
The Controlling Board release and encumbrance of funds will need to be in the name of NURFC. If, prior to
disbursement of these funds, another entity takes ownership of the facility or negotiates with NURFC to be the
recipient of the state funds (subject to Commission approval), the agreement(s) will need to contain language
that directs NURFC to pay the amount to the third party after the state makes payment to NURFC. This is
because once the funds are encumbered to NURFC and we cross a fiscal biennium, we cannot change the
payee without legislative action to re‐establish the appropriation.
214
Tony Capaci
To: Tony Capaci
Cc: Jillian D. Burner
Attachments: image001.jpg
It does!

cc "Jillian D. Burner" <jburner@culture.ohio.gov>
02/10/2010 10:47 AM Subject RE: Signature Ready MOU
Ben,
Please confirm the signed documents you are bringing with you tomorrow includes the Memorandum of Understanding.
Thanks

Thank you,
"Jillian D. Burner" <jburner@culture.ohio.gov>
To "Jillian D. Burner" <jburner@culture.ohio.gov>, <BReece@nurfc.org>,

02/09/2010 02:21 PM <donmurphy10850@yahoo.com>
cc "Tony Capaci" <tcapaci@culture.ohio.gov>, <594@ocfcsp.oasfc.local>
215

Hi Ben,



Jillian


Hi Ben,


Thanks,
Jillian
Jillian Burner
Telephone: 614-995-7554
Fax: 614-752-2775
216
Tony Capaci
From: Jessica Fagan
To: Kimberly Eckhart; Rachel Gerrick (RGerrick@ag.state.oh.us);
Emily Gephart@lsc.state.oh.us; OCFC
Subject: January monthly report
Below please find the monthly report to the Commission for January; please let me know if you have any questions.

January 2010
COMMISSION NEWS
January. An additional 67 invoices are ready to be paid in early February, as soon as the Commission’s bond issue
closes and the funds are deposited in the Commission’s Building Fund (see related story below.) The total amount
reimbursed in January includes:
$500,000 Columbus Zoo and Aquarium

$921 Karamu House
$317,593 Lucas County Arena
$26,243 McKinley Presidential Library and Museum
$50,000 Miami Township Community Park Amphitheater
$10,615 Morgan Township House
$11,923 Ohio Glass Museum
$208,918 Packard Music Hall
217
PROJECT NEWS
The Renaissance Theatre celebrated the grand

opening of its theater expansion project with a gala
on January 30, followed by a community open house
on January 31. The project included construction of a
20,000-square-foot building addition, featuring a new
lobby, new restrooms and an elevator for ADA
compliance, a loading dock, an expanded box office, a
new concession stand, an HVAC system serving both
facilities, administrative offices, a music library, a
conference room, and new entranceways. The project
has state capital appropriations totaling $1.85 million, and
received Commission approval in July 2008. Just over
$1.4 million has been reimbursed to date. According to
Renaissance officials, the project was completed on
budget and on schedule.
Rep. Jay Goyal (left), of Mansfield, speaks as part of the Renaissance
The Lucas County Arena continues to draw better-
Theatre’s grand re-opening gala on January 30. A new entrance (right)
was part of the theater’s recent expansion project. than-anticipated attendance for its minor-league
(Photographs courtesy Jeff Sprang Photography) hockey team, the Toledo Walleye. Toledo is in third
place for attendance in the East Coast Hockey League,
drawing an average of 5,767 per game at the new arena.
The team’s managers had expected to draw an average of 4,900 per game prior to the New Year. As of January 1, the
team had attracted five capacity crowds of more than 7,400 spectators, including an 8,200-person-strong, standing-room-
only crowd on the Sunday after Christmas. That crowd broke the record of the Walleye’s opening-night attendance of
8,000 in October. Walleye President and General Manager, Joe Napoli, estimates 30 percent of the crowds are Toledo’s
die-hard hockey fans, and expressed surprise at how quickly the team has been embraced by families seeking an
affordable night out. Historically, Napoli said, sports teams attract fewer fans in the early part of their seasons, and he
expects attendance figures for the Walleye to rise January through March. The Lucas County Arena opened in October
2009, and the project utilized $7.7 million in capital appropriations, which received Commission approval in July 2008.
Completion of Cuyahoga County’s Towpath Trail project hit a potential five-year delay with the revelation that
part of the trail’s intended path runs through a former uranium-refining plant. The Towpath Trail is a planned 101-
mile path following the historic Ohio & Erie Canal through Cuyahoga, Summit, Stark, and Tuscarawas counties. Currently,
88 of the 101 miles of hiking and biking trail are open to the public. One of the final pieces of the trail, to be completed in
Cleveland and connect all the way to Lake Erie, received a $500,000
appropriation in the June 2008 capital bill. Part of the planned path was to
pass through the former Harshaw Chemical site, about which the U.S. Army
Corps of Engineers recently released a lengthy report indicating it could be
as long as five years before the site is cleaned up. Harshaw Chemical was
the site of uranium refining activity during World War II, supplying the
material for the production of atomic bombs. Although the Army Corps
report estimates four to five years for clean-up of the site, it also states the
property does not present sufficient danger to prevent it from being used for
passive recreation, such as the activity proposed by the trail. That
assessment by the Army Corps is providing some hope to the Ohio Canal
Corridor—one of the groups partnering on the project in Cleveland—that it
might persuade the Army Corps to move more quickly in its clean-up, or that
the site does not need to be cleaned to an agricultural-use standard, since
the trail would only be used passively by the public. Meanwhile, other
portions of the trail in Cleveland are under design, or will be as soon as land
is purchased, and the Ohio Canal Corridor and other partners are working to
complete those portions and open them to the public. Although project
sponsor representatives have spoken with Commission staff several times
regarding the Towpath Trail project, it remains unclear whether a sufficient
cultural component of the project could be developed in order to fit within the
The Hayes Presidential Center announced it will
Commission’s statutory authority to fund the project.
close the adjacent Dillon House (above), used for
special events and rentals, due to budget Officials at the Hayes Presidential Center, an Ohio Historical Society
constraints. site, announced they will close the adjacent Dillon House, an
218
extension of the Center for 50 years. The historic 1873 Dillon House had been used most recently for programs and
events such as Victorian teas, as well as rentals including weddings, dinners, and business meetings. Previously, the
home was used by visiting researchers and its rooms could be rented for overnight stays by Presidential Center members.
Although the property generated revenue, the income was offset by expenses, including $1,000 in monthly utility costs. In
light of recent state budget cuts, the Hayes Presidential Center has enacted other cost-cutting moves, including pay cuts
for employees, closing the Center on Mondays, and increasing admission prices. The Center’s board of trustees has not
made a decision about whether to try to sell the property, citing the slow housing market. The Hayes mansion, also part of
the Presidential Center, is currently undergoing a multi-year project to restore several rooms of the home. The site has
received a total of $4.178 million in capital appropriations over the years, and previous state-funded projects have
included the replacement of the roofs and HVAC systems at the Hayes mansion and the presidential library, restoration of
the fence surrounding the estate, and improvement of the library auditorium.
Three cultural facility projects will appear on the agenda for the Commission’s February 11 meeting: the Cozad-
Bates House and the Irene Lawrence Fuller House, both in Cleveland, and the National Underground Railroad
Freedom Center, in Cincinnati. Also on the agenda is a report from Commission Secretary-Treasurer Craig Marshall
regarding the Commission’s recent audit. A total of 11 projects submitted information by the January 14 deadline, and are
in assessment for potential placement on the Commission’s second-quarter meeting agenda. The total includes nine
cultural facility projects and two projects of the Ohio Historical Society. Additional potential agenda items include the Maltz
Museum of Jewish Heritage and the Valentine Theatre.
ITEMS OF INTEREST
The new bond issuance to replenish the Commission’s Building Fund will close on February 10. The Series 2010A
tax-exempt bonds will have a value of $30 million. The Official Statement is available online, and a hard copy Official
Statement will be provided to all Commission members at the upcoming February meeting. As of January 28, all funds
from the $30 million bond issue in December 2008 have been disbursed to project sponsors. At present, Commission staff
is ready to reimburse 67 invoices submitted by project sponsors, valued at approximately $3.7 million, as soon as the new
bond proceeds are received.
STAFF NEWS
Project Analyst Nicole Cheatham resigned from her position to pursue other interests. Her last day with the
Commission was January 28.
Thursday, February 11, 2010, 10:00AM at the Commission Office

Thursday, May 13, 2010 (starting time and location TBA)

219
Tony Capaci
To: Tony Capaci
Ummm I hope one of them is the MOU, I am not sure what other documents he is talking about, do you?

Thank you,

Hi Ben,



Jillian

220

Hi Ben,


Thanks,
Jillian

Jillian Burner
Telephone: 614-995-7554
Fax: 614-752-2775

221
Tony Capaci

Jillian

Thank you,

Hi Ben,



Jillian
222


Hi Ben,


Thanks,
Jillian

Jillian Burner
Telephone: 614-995-7554
Fax: 614-752-2775

223
Tony Capaci

Thank you,

Hi Ben,



Jillian


224
Hi Ben,


Thanks,
Jillian

Jillian Burner
Telephone: 614-995-7554
Fax: 614-752-2775

225
Tony Capaci
Sent: Tuesday, February 09, 2010 2:17 PM
To: Jillian D. Burner; BReece@nurfc.org; donmurphy10850@yahoo.com
Hi Ben,

I just wanted to confirm that you received the below e‐mail with the signature ready MOU. If you have I wanted to get
an ETA on when we could expect to receive the signed MOU or if you were planning on bringing it to the meeting on
Thursday. Also Tony wanted me to check with you and ensure the phone arrangement with Don are confirmed and he
will be available. If he is available can you please forward to Tony and myself the number we will be able to reach him
on the 11th during the Commission Meeting.


Jillian


Hi Ben,

I have attached the signature ready Memorandum of Understanding. Please print out four copies of the agreement and
sign them, please do not fill in the date on the first page that will be filled in when Kathy signs the agreements. Once the
agreements are signed go ahead and bring them to the Commission Meeting on February 11th. Please let me know if
you have any questions.

Thanks,
Jillian

Jillian Burner
Telephone: 614-995-7554
Fax: 614-752-2775
General Assembly and Governor for community cultural facility projects including non-profit theaters, museums, historical sites and publicly owned professional
sports venues. You are invited to visit www.culture.ohio.gov or call (614) 752-2770 for more information on the Commission or to learn how we can assist your

226
Tony Capaci
To: BReece@nurfc.org; donmurphy10850@yahoo.com
Attachments: Memorandum of Understanding nahf.pdf
Hi Ben,


Thanks,
Jillian

Jillian Burner
Telephone: 614-995-7554
Fax: 614-752-2775

227
Tony Capaci
From: Lex Leonard
Sent: Tuesday, January 26, 2010 2:02 PM
To: Tony Capaci
Subject: RE: NURFC
Done

From: Tony Capaci
Sent: Tuesday, January 26, 2010 11:38 AM
To: National Underground Railroad Freedom Center (594docs@ocfcsp.oasfc.local)
Cc: Lex Leonard
Subject: FW: NURFC
Lex,
Could you please link these two documents
Thanks

To: Tony Capaci
Subject: NURFC
Tony,
Still working on a few other items for you at this point. Meeting with Don later today to determine who will be there at the
meeting to get you the information.
Thank you,
228
Tony Capaci
From: Nicole Cheatham
To: Tony Capaci
Subject: RE: FW: attendance at meeting/date
Thanks Tony.

From: Tony Capaci
To: Nicole Cheatham
Subject: FW: FW: attendance at meeting/date
Importance: High
Here are the attendees for Nurfc (please note on the slide Donald Murphy will be available by confence

To: Tony Capaci
Subject: Re: FW: attendance at meeting/date
Importance: High
Donald W. Murphy, President and CEO - He will not be able to attend in person but would like to join by conference call
to answer questions around Federalization.
Benjamin T. Reece, CPA, Finance Director - I will be there in person
I also assume that the meeting starts at 10am and not pm?
I think that I have supplied all but two resolution at this point, the will be email soon.
Thank you,

cc
01/22/2010 04:47 PM Subject FW: attendance at meeting/date
229
Ben,
We are setting the agenda and need to know who will be attending (please include the title)
Thanks
tony

From: Tony Capaci
Cc: National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local); Nicole Cheatham; Heather N. Ruder
Subject: attendance at meeting/date

Ben,
Please let me know who will be attending (with titles) the Commission meeting on Thursday February 11, 2010 at 10:00PM. The
meeting will be a suite 200 at 20 E. Broad Street Columbus, Ohio 43215. There is parking across the street at the Statehouse (we
face the north entrance).
I suspect there will be questions on the Federal Legislation so someone with knowledge should be available.
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
230
Tony Capaci
To: Tony Capaci
Importance: High
Thank you,

cc
Ben,
Thanks
tony

From: Tony Capaci

Ben,
231
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
232
Tony Capaci
From: reecebenjamint@vzw.blackberry.net
To: Tony Capaci
Subject: Re: attendance at meeting/date
I am checking with Don, not sure what he has in mind.
Sent from my Verizon Wireless BlackBerry

Date: Fri, 22 Jan 2010 16:43:10 -0500
Subject: FW: attendance at meeting/date
Ben,
Thanks
tony

From: Tony Capaci

Ben,
Please let me know who will be attending (with titles) the Commission meeting on Thursday February 11, 2010 at
10:00PM. The meeting will be a suite 200 at 20 E. Broad Street Columbus, Ohio 43215. There is parking across the
street at the Statehouse (we face the north entrance).
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
including non‐profit theaters, museums, historical sites and publicly owned professional sports venues. You are
233
invited to visit www.culture.ohio.gov or call (614) 752‐2770 for more information on the Commission or to learn how
we can assist your cultural facility project.
234
Tony Capaci
From: Jessica Fagan
Sent: Monday, January 11, 2010 11:06 AM
To: OCFC; Kimberly Eckhart; Rachel Gerrick (RGerrick@ag.state.oh.us);
Emily Gephart@lsc.state.oh.us
Subject: December 2009 Report to the Commission
Below please find the monthly report to the Commission for December; please let me know if you have any questions.

December 2009
COMMISSION NEWS
of December. The total amount reimbursed includes:

$303,911 Great Lakes Science Center
$63,236 Huntington Park
$20,149 John Stark Edwards House and Museum
$162,908 Lorain County Historical Society
$6,377,140 Lucas County Arena
$4,098 Oxford Community Arts Center
$23,850 Rock Mill
$2,417 Veterans’ Park Amphitheatre
$254,395 Zion Center
PROJECT NEWS
Two recently completed sports facility projects received recognition recently. Huntington Park, home of the
Columbus Clippers minor-league baseball team, was named Ballpark of the Year by BallparkDigest.com. The publisher of
the Web magazine called Huntington Park a “fan-friendly facility that provides fans with a first-class experience….” The
announcement came only three months after the park was given a similar honor by Baseballparks.com. The Huntington
244
Park project received Commission approval in March 2008, and more than $6.8 million has been reimbursed, of a total $7
million in state appropriations. Meanwhile in Toledo, the Lucas County Arena was nominated for a Pollstar Award in the
category of “Best New Major Concert Venue.” Pollstar is a prominent trade publication for the concert industry, and its
annual awards honor artists, management, venues, talent buyers and more for achievements in the concert industry. The
final award recipients will be announced in February. The Lucas County Arena was appropriated $7.7 million in state
capital funds, approved by the Commission in July. More than $6.3 million has been reimbursed.
The Great Lakes Historical Society is a step closer to

moving its Inland Seas Maritime Museum from Vermilion to
Toledo, with the approval of a memorandum of understanding
by the Toledo-Lucas County Port Authority regarding a lease
agreement. The agreement would allow the Society to enter into
a lease as soon as January for $1 per year for 25 years at a site
at Toledo’s Maritime Center in the Marina District. The
arrangement also would require the Society to split any annual
ticket revenues over $700,000 with the Port Authority, and to
assume management and maintenance responsibilities for the
William B. Boyer museum ship, which will be restored and
relocated to a slip adjacent to the Maritime Center. According to
a Port Authority official, $35,000 is secured for the expense to
dry-dock and restore the ship; however, the estimated $1.5
million needed to dredge the new slip next to the Maritime
Center has not yet been identified. The move to Toledo would
Relocation from Vermilion to Toledo appears more l kely for the nearly triple the museum’s display space, and according to a
Great Lakes Historical Society, with the approval of a market study, could bring more than 45,000 visitors per year,
memorandum of understanding about a lease agreement by compared to the current draw of 6,500 visitors annually. The
Toledo’s Port Authority. Society has operated the Inland Seas Maritime Museum at its
current site since 1953. The new museum could open as soon
as 2011, according to Society Executive Director Chris Gillcrist. The Great Lakes Historical Society has state capital
appropriations totaling $1.175 million, which could be used to help fund the new museum.
The Fort Meigs historical site, owned by the Ohio Historical Society (OHS), is likely to come under management
by a local Perrysburg group. The site will become one in a long list of sites statewide where OHS has turned over daily
operations to local organizations in an effort to reduce its financial obligations in the face of state budget cuts. OHS is
expected to provide approximately $125,000 per year to subsidize some of the maintenance and utility expenses at Fort
Meigs. The site’s 16-member advisory group, known as the Fort Meigs cabinet, is seeking 501(c)3 status and will begin a
fundraising campaign in spring 2010 to help support the fort’s ongoing operations. The group indicated it is interested in
expanding access and events at the site. Fort Meigs has been appropriated a total of $6.2 million in state capital
appropriations. In July, the Commission approved a recent $200,000 appropriation for the site, which was used to acquire
an adjacent parcel of land to protect the site from future development; the closing was held in December.
The Western Reserve Historical Society has put an off-site warehouse up for sale, in spite of a weak market for
commercial property. The Society’s Macedonia facility—which functioned as collections storage and a restoration facility
where volunteers worked on the rare and antique cars belonging to the Crawford Auto-Aviation Museum—is listed for $1.8
million, approximately $200,000 less than the purchase price 10 years ago. The Society’s stated goal is to consolidate
storage of all its artifacts at or near its headquarters at University Circle in Cleveland. The Macedonia facility, in Summit
County, is approximately 22 miles from University Circle. The Society has been working to erase more than $5 million in
debt, and its efforts have included staff layoffs and salary cuts; the sale of some of its collections, including at least 44
cars since the beginning of 2009; and now the sale of the Macedonia warehouse. Earlier this month, the Society
announced it had paid off $3.5 million of the debt. Commission staff has received written concerns from a past volunteer
and Friends of the Crawford member regarding the approach to debt repayment undertaken by the Society, and urging
that no state funds be released to the Society until the organization can demonstrate a sustainable operating model. In
May, the Commission conditionally approved the use of $2.8 million in state capital appropriations for improvements to the
Society’s Hay-McKinney Mansion and Crawford museum. The release of funds is contingent upon the Society obtaining a
financial guaranty for the state’s contribution toward the project. To date, the Society has not indicated any progress
toward identifying a potential guarantor. Prior appropriations totaling $2 million received Commission approval to address
water infiltration issues at the Hay-McKinney Mansion and for HVAC upgrades in the library and Halle Costume wings.
245
The Lake Erie Nature & Science Center named a new
executive director: Catherine J. Timko will begin her
new post with the center in January. She follows Larry
Richardson, who led the center for 21 years, and is only
the fourth executive director in the organization’s 60-year
history. Timko has worked exclusively in the nonprofit field,
most recently as division development director for the
Trust for Public Land, a national land conservation
organization. She also worked at Akron’s Stan Hywet Hall
& Gardens in development positions, and prior to that, for
the Epilepsy Foundation of Northeast Ohio and the
Cleveland Opera. Timko holds a business management
degree from Hiram College. The Lake Erie Nature &
Science Center received a $200,000 state capital
appropriation in the June 2008 capital bill, which it intends
to use toward its planned $4-million expansion and
renovation project. The Commission entered into a
memorandum of understanding with the organization after
Catherine J. Timko will become executive director of the Lake Erie its August meeting. Another Commission-funded project
Nature & Science Center in January. announced filling a key position recently: the Dayton Art
Institute named David R. Stacy as chief financial officer
and director of operations. Stacy assumed the role in early December, having served the last 10 years as CFO of the
Ohio Masonic Home in Springfield. Stacy holds a bachelor’s degree from Bowling Green State University and an MBA
from Wright State University, and has 30 years of finance and accounting experience. The Dayton Art Institute was
reimbursed with state capital appropriations totaling $2.75 million for an expansion project in the late 1990s.
Commission approval for the release of $4.9 million in state capital funds for the Marina District project in Toledo
is in danger of expiring if the city of Toledo cannot execute legal agreements with the Commission by the upcoming
February 11 meeting. To date, developer Larry Dillin has not closed on the $3.6-million purchase of 58 acres on the
Marina District site. The release of the Commission-approved $4.9 million for the park project is contingent upon the $3.6
million as matching funds from the city, as is $2.25 million in federal stimulus funds, to be funneled through the Ohio
Environmental Protection Agency, for shoreline improvements along the Maumee River. The development of the riverfront
park is expected to be the catalyst for the entire $320-million mixed-use development. In late October, Mayor Carty
Finkbeiner sent Dillin a letter marked “Marina District Notice of Termination.” The letter gave the developer 30 days to
close on the land purchase, and stated the city could pursue other options for commercial development of the area. In
spite of the notice and passage of the city’s deadline, Dillin continues to work to close on the land purchase, and Mayor
Finkbeiner said in December that he remained hopeful the deal would close soon. An anticipated start date on the project
is unknown; Toledo swore in a new mayor, Mike Bell, on January 5, and is facing a projected $40 million general fund
deficit.
Three cultural facility projects remain in assessment for potential placement on the Commission’s February 2010
meeting agenda. The previously approved National Underground Railroad Freedom Center project is also expected to be
part of the Commission’s February agenda.
ITEMS OF INTEREST
A new bond issuance to replenish the Commission’s Building Fund is expected in early February, corresponding
with the anticipated spend down of the balance in the Commission’s building fund as project invoices are paid.
Commission approval for this $30 million new bond issuance was granted during the November meeting.
The Commission’s audit for fiscal years 2008 and 2009 was completed in December. Commission
Secretary/Treasurer Craig Marshall, CPA, was involved throughout the audit process, participating in the audit entrance
and exit conferences, and discussing Commission management’s formal response to the auditor’s management letter.
Commission members received the auditor’s report and management’s response letter via e-mail. A full report on the
audit process and results will be provided by Mr. Marshall at the Commission’s February 11 meeting.
The Commission is planning to relocate it offices to the Chase building at 100 East Broad Street in spring 2010,
following the announcement that its current location at 20 East Broad Street, as well as an adjacent building, will be
redeveloped into a boutique hotel. The new office space will represent a 30 percent reduction in square footage, and
arrangements beneficial to the Commission have been negotiated with both our current and new landlords, thanks to a
246
soft commercial real estate market. The new lease is expected to generate savings for the Commission of approximately
$80,000 in the current fiscal biennium (fiscal years 2010 and 2011) and roughly $50,000 in each successive fiscal
biennium. A Controlling Board request for the relocation has been submitted and is expected to be heard on January 11.
STAFF NEWS
Project Manager/Staff Attorney LeeAnne Woods resigned from her position to pursue other interests. Her last day
with the Commission was January 4.
Thursday, February 11, 2010 (starting time and location TBA)


247
Tony Capaci
Sent: Friday, December 11, 2009 9:42 PM
To: Tony Capaci
Subject: Re: assumptions for pro forma
Attachments: OCFC Budget Memo.doc
Importance: High
Tony,
I am attaching a memo addressing the assumptioned used in developing the forecast that was sent to
your attention last week. Please give me a call next week to discuss.
Thank you,
Benjamin T. Reece, CPA

Finance Director
50 East Freedom Way
Cincinnati, OH 45202-3414
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
-----"Tony Capaci" <tcapaci@culture.ohio.gov> wrote: -----
Date: 12/11/2009 09:58AM
cc: <594@ocfcsp.oasfc.local>
Subject: assumptions for pro forma
Ben,
Could you kindly give me a narrative on the assumptions for the proforma. Particularly the impact from the
proposed Federal legislation on the proforma.
Thanks,
Tony Capaci
Project Manager
Columbus , OH 43215-3416
Telephone: 614-728-6924
Fax: 614-752-2775
248
249
Tony Capaci
To: Tony Capaci
Tony,
I have updated the website and will be attaching a few more documents to the Intranet site before days
end. I will also get you a memo by Monday of all the assumptions built into the Forecated model under
Federalization that details out some more of the specfic details around why certain cost increased and how
the dollars and current project will devide between the previously mentioned two entities. Along with the
impact of the proposed legislation.
Thank you,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
250
Tony Capaci
From: benjamintreece@vzw.blackberry.net
To: Tony Capaci
Subject: Re: note payable info for PASR
Okay, then all thefacts are correct below

Date: Fri, 11 Dec 2009 13:02:24 -0500
To: <benjamintreece@vzw.blackberry.net>
Subject: RE: note payable info for PASR
Local Project Sponsor…the Freedom Center
From: benjamintreece@vzw.blackberry.net [mailto:benjamintreece@vzw.blackberry.net]

To: Tony Capaci
Who is LPS?

Date: Fri, 11 Dec 2009 12:41:56 -0500
Cc: <594@ocfcsp.oasfc.local>
Ben, I want to make sure I have it correct…could you check it again,

Thanks
⎬?⎬
⎬?⎬
⎬?⎬ Bonds payable – adjusted rate demand revenue bonds, require sinking fund payments of $10M per
year from 2034-2038 (bear interest at variable market rate ranging from 0.20% to .7% in 2009.
⎬?⎬ Reimbursement agreements related to letters of credit no longer require LPS to make annual principal
reductions until the bond sinking fund payments start or the LOC agreements are amended.
⎬?⎬ Bonds backed by letter of credit NURFC did not meet on going covenant requirements at either
measurement (June 30 or Dec 31, 2008). The sponsor paid off $19M in bond debt by liquidating
investments and bank extended a revised LOC
o In event of default all amount related to the debt could become due and payable immediately.\
⎬?⎬ In March of 2009 LOC currently extended to 7/31/10 – with prior instances of noncompliance waived
251
Sent: Friday, December 11, 2009 11:25 AM
To: Tony Capaci
All of the facts are correct below, Except for the redemption piece, that was changed during the last renewal.
As part of the last renewal we were required to reduce the outstanding debt by $19M and we are no longer
required to make annual principal reductions until the bonds sinking funds payments start or the LOC
agreements are amended. For 2009 the market interest has ranged from .20% to .70%.

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
"Tony Capaci" To <BReece@nurfc.org>

<tcapaci@culture.ohio.gov> cc
12/11/2009 09:46 AM Subject note payable info for PASR
• Ben, below are some bullet points I plan to use in my report. Could you kindly review them and let me
know if they are accurate. (Please send ASAP)
• thanks
•
•
•
• Bonds payable – adjusted rate demand revenue bonds, require sinking fund payments of $10M per
year from 2034-2038 (bear interest at variable market rate ranging from 0.70% to 7.90% in 2008.
• Reimbursement agreements related to letters of credit require redemption from 2007-2023
• Bonds backed by letter of credit NURFC did not meet on going covenant requirements at either
investments and bank extended LOC
• In March of 2009 LOC currently extended to 7/31/10 – with prior instances of noncompliance
waived
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
252
are invited to visit www.culture.ohio.gov or call (614) 752-2770 for more information on the Commission or to learn how we can assist your cultural facility
project.
253
Tony Capaci
From: benjamintreece@vzw.blackberry.net
To: Tony Capaci
Who is LPS?

Date: Fri, 11 Dec 2009 12:41:56 -0500

Thanks
•
•
• Reimbursement agreements related to letters of credit no longer require LPS to make annual principal
• In March of 2009 LOC currently extended to 7/31/10 – with prior instances of noncompliance waived

To: Tony Capaci

Finance Director
50 East Freedom Way
Office: (513) 333-7592
254
Fax: (513) 333-7720
breece@nurfc.org

• thanks
•
•
•
waived
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
project.
255
Tony Capaci
To: Tony Capaci
All of the facts are correct below, Except for the redemption piece, that was changed during the last renewal. As part of
the last renewal we were required to reduce the outstanding debt by $19M and we are no longer required to make annual
principal reductions until the bonds sinking funds payments start or the LOC agreements are amended. For 2009 the
market interest has ranged from .20% to .70%.

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org

cc
• Ben, below are some bullet points I plan to use in my report. Could you kindly review them and let me know if they
are accurate. (Please send ASAP)
• thanks
•
•
•
• Bonds payable – adjusted rate demand revenue bonds, require sinking fund payments of $10M per year
from 2034-2038 (bear interest at variable market rate ranging from 0.70% to 7.90% in 2008.
measurement (June 30 or Dec 31, 2008). The sponsor paid off $19M in bond debt by liquidating investments and
bank extended LOC

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
256
Tony Capaci
To: Kathy Fox
Cc: 594@ocfcsp.oasfc.local; BReece@nurfc.org; Barbara Witt; Donald Murphy; Benjamin or
Krista Reece; Ken Robinson; Tony Capaci
Subject: RE: legislation
Kathy
Anytime 4PM or after this week except for Thursday and next week except for Monday.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
"Kathy Fox" <KFox@culture.ohio.gov> To "Donald Murphy" <donmurphy10850@yahoo.com>, "Tony Capaci"

<tcapaci@culture.ohio.gov>, <DMurphy@nurfc.org>
12/06/09 10:59 AM cc "Barbara Witt" <bwitt@culture.ohio.gov>, <594@ocfcsp.oasfc.local>,
<BReece@nurfc.org>, "Benjamin or Krista Reece" <reecebnk@insightbb.com>, "Ken
Robinson" <robinson.kb.1@pg.com>
Subject RE: legislation
Thanks Don. We should discuss the timing for requesting action on the state appropriation. Please let me know when it would be
convenient for you to speak by telephone in the 10 days.

Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox; Tony Capaci; DMurphy@nurfc.org
Cc: Barbara Witt; 594@ocfcsp.oasfc.local; BReece@nurfc.org; Benjamin or Krista Reece; Ken Robinson
257
Subject: Re: legislation

Kathy
Here is the draft we are working with. There is a separate section that has been added on appropriations
that would provide $5 million for the operations of the Freedom Center in each of the next five years. I
am not in my office and I don't have access to that section. But this is the current draft that Mr. Conyers'
office is proposing to introduce.

To: Donald Murphy <donmurphy10850@yahoo.com>; Tony Capaci <tcapaci@culture.ohio.gov>; DMurphy@nurfc.org
Cc: Barbara Witt <bwitt@culture.ohio.gov>; 594@ocfcsp.oasfc.local; BReece@nurfc.org; Benjamin or Krista Reece
<reecebnk@insightbb.com>; Ken Robinson <robinson.kb.1@pg.com>
Sent: Fri, December 4, 2009 4:10:40 PM
Don,
Thanks for your response. It would be helpful to us in our efforts to assist you if you could share the draft legislation. Otherwise,
our efforts to review and understand the potential new arrangements will be delayed and our ability to provide assistance will be
limited. Please let me know your decision about sharing the draft legislation so we can plan when and at what level to assign our
staff efforts toward your project.

Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775


Kathy
I understand you are requesting a copy of the federalization legislation. The legislation still remains in
draft, though it is out of legislative counsel now. It is being amended as a result of some jurisdictional
issues that have now been resolved. However, this will cause a significant delay in the introduction of the
legislation, which may not happen until well into the next session of congress. I won't bore you with the
details, but this is typical of the legislative process. We had hoped to have the legislation introduced
before congress left for recess and at one time we were told we could get it passed before the end of the
year. Of course this is very disappointing for us in terms of the timing, but we are at the mercy of the
congress and their schedule as well as addressing some concerns raised by the natural resources
committee, which has jurisdiction.
Ben continues to work with Tony to provide the information that he requests, however I don't think we
258
can count on federalization happening before the February commission meeting. Please let me know if
you would like to discuss this in more detail. I am available throughout this month.
Don Murphy

<reecebnk@insightbb.com>
Sent: Sun, November 29, 2009 3:12:33 PM
Don,
Thank you for the heads up on the situation. I look forward to hearing more after your meetings in D..C.

I will confer with our staff about the timing of your request for Cultural Facilities Commission action; however, please keep in mind
that the amount of time that has lapsed since we were promised information from the Freedom Center may make it impossible for
your project to be considered at the Commission’s next quarterly meeting. It is unclear why the financial information requested has
not been provided since it would seem that this would be unrelated to the federal legislation, so we appreciate your help in this
regard. Our ability to assist you is dependent upon your staff providing timely, complete information.

Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Tony Capaci; DMurphy@nurfc.org
Cc: Kathy Fox; Barbara Witt; 594@ocfcsp.oasfc.local; BReece@nurfc.org; Benjamin or Krista Reece

Tony
I think it is best that we postpone the meeting for tomorrow, Nov. 30 at 1030. Our legislation has been
delayed because of the other priorities in DC. However, I must also travel to DC for meetings on the
proposed legislation. I am sorry for the short notice, but I was just informed by our representatives in DC
that they were able to schedule meetings for me this week. I will have Ben Reece phone to you
reschedule and to make sure he provides you with the information that you have requested.
Don Murphy
259
From: Tony Capaci <tcapaci@culture.ohio.gov>
Cc: Kathy Fox <KFox@culture.ohio.gov>; Barbara Witt <bwitt@culture.ohio.gov>; 594@ocfcsp.oasfc.local
Sent: Mon, October 26, 2009 5:01:56 PM
Subject: legislation

Don,
Please let us know the status of the documentation regarding the introduction of the legislation. I believe Kathy mentioned she was
expecting it today. Since Gary is retired, whose attention should I send the checklist for items to be submitted in order to be
considered for the February meeting? For example, although Ben forwarded to me a copy of the last audit I also need a year to date
financial. At some point early in the process I would like to discuss with you the possibility of using the appropriation to reimburse
for those construction costs paid for with bond money, the same as we did with the last appropriation.
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
260
Tony Capaci
From: Kathy Fox
To: Donald Murphy; Tony Capaci; DMurphy@nurfc.org
Cc: Barbara Witt; 594@ocfcsp.oasfc.local; BReece@nurfc.org; Benjamin or Krista Reece; Ken
Robinson
Thanks Don. We should discuss the timing for requesting action on the state appropriation. Please let me know when it
would be convenient for you to speak by telephone in the 10 days.

Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775


Kathy
Here is the draft we are working with. There is a separate section that has been added on
appropriations that would provide $5 million for the operations of the Freedom Center in each of
the next five years. I am not in my office and I don't have access to that section. But this is the
current draft that Mr. Conyers' office is proposing to introduce.

Don,
Thanks for your response. It would be helpful to us in our efforts to assist you if you could share the draft legislation.
Otherwise, our efforts to review and understand the potential new arrangements will be delayed and our ability to
261
provide assistance will be limited. Please let me know your decision about sharing the draft legislation so we can plan
when and at what level to assign our staff efforts toward your project.

Thanks,
Kathy

Executive Director

Vox: 614.752.2770
Fax: 614-752-2775




Kathy
I understand you are requesting a copy of the federalization legislation. The legislation still
remains in draft, though it is out of legislative counsel now. It is being amended as a result of
some jurisdictional issues that have now been resolved. However, this will cause a significant
delay in the introduction of the legislation, which may not happen until well into the next session
of congress. I won't bore you with the details, but this is typical of the legislative process. We
had hoped to have the legislation introduced before congress left for recess and at one time we
were told we could get it passed before the end of the year. Of course this is very disappointing
for us in terms of the timing, but we are at the mercy of the congress and their schedule as well
as addressing some concerns raised by the natural resources committee, which has jurisdiction.
Ben continues to work with Tony to provide the information that he requests, however I don't
think we can count on federalization happening before the February commission meeting.
Please let me know if you would like to discuss this in more detail. I am available throughout
this month.
Don Murphy


Don,
262

I will confer with our staff about the timing of your request for Cultural Facilities Commission action; however, please
keep in mind that the amount of time that has lapsed since we were promised information from the Freedom Center
may make it impossible for your project to be considered at the Commission’s next quarterly meeting. It is unclear why
the financial information requested has not been provided since it would seem that this would be unrelated to the
federal legislation, so we appreciate your help in this regard. Our ability to assist you is dependent upon your staff
providing timely, complete information.

Thanks,
Kathy

Executive Director

Vox: 614.752.2770
Fax: 614-752-2775




Tony
I think it is best that we postpone the meeting for tomorrow, Nov. 30 at 1030. Our legislation
has been delayed because of the other priorities in DC. However, I must also travel to DC for
meetings on the proposed legislation. I am sorry for the short notice, but I was just informed by
our representatives in DC that they were able to schedule meetings for me this week. I will
have Ben Reece phone to you reschedule and to make sure he provides you with the information
that you have requested.
Don Murphy


Don,
Please let us know the status of the documentation regarding the introduction of the legislation. I believe Kathy
mentioned she was expecting it today. Since Gary is retired, whose attention should I send the checklist for items to be
submitted in order to be considered for the February meeting? For example, although Ben forwarded to me a copy of
263
the last audit I also need a year to date financial. At some point early in the process I would like to discuss with you the
possibility of using the appropriation to reimburse for those construction costs paid for with bond money, the same as
we did with the last appropriation.
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775

264
Tony Capaci
Robinson
Attachments: EmancipationDiscussionbill.pdf
Kathy

Don,

Thanks,
Kathy

Executive Director

Vox: 614.752.2770
Fax: 614-752-2775




265
Kathy
this month.
Don Murphy


Don,


Thanks,
Kathy

Executive Director

Vox: 614.752.2770
Fax: 614-752-2775



266

Tony
Don Murphy


Don,
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775

267
Tony Capaci
From: Donald's Yahoo [donmurphy10850@yahoo.com]
To: Kathy Fox
Cc: Tony Capaci; <DMurphy@nurfc.org>; Barbara Witt; <594@ocfcsp.oasfc.local>;
<BReece@nurfc.org>; Benjamin or Krista Reece; Ken Robinson
Kathy
I will send it to you tomorrow AM.
Sent from my iPhone
Don,
Thanks for your response. It would be helpful to us in our efforts to assist you if you could share
the draft legislation. Otherwise, our efforts to review and understand the potential new
arrangements will be delayed and our ability to provide assistance will be limited. Please let me
know your decision about sharing the draft legislation so we can plan when and at what level to
assign our staff efforts toward your project.
Thanks,
Kathy
Executive Director
Vox: 614.752.2770
Fax: 614-752-2775
268

Kathy
I understand you are requesting a copy of the federalization legislation. The
legislation still remains in draft, though it is out of legislative counsel now.
It is being amended as a result of some jurisdictional issues that have now
been resolved. However, this will cause a significant delay in the
introduction of the legislation, which may not happen until well into the next
session of congress. I won't bore you with the details, but this is typical of
the legislative process. We had hoped to have the legislation introduced
before congress left for recess and at one time we were told we could get it
passed before the end of the year. Of course this is very disappointing for
us in terms of the timing, but we are at the mercy of the congress and their
schedule as well as addressing some concerns raised by the natural
resources committee, which has jurisdiction.
Ben continues to work with Tony to provide the information that he

requests, however I don't think we can count on federalization happening
before the February commission meeting. Please let me know if you would
like to discuss this in more detail. I am available throughout this month.
Don Murphy

To: Donald Murphy <donmurphy10850@yahoo.com>; Tony Capaci <tcapaci@culture.ohio.gov>;
DMurphy@nurfc.org
Cc: Barbara Witt <bwitt@culture.ohio.gov>; 594@ocfcsp.oasfc.local; BReece@nurfc.org; Benjamin or
Krista Reece <reecebnk@insightbb.com>
Don,
269
Thank you for the heads up on the situation. I look forward to hearing more after your meetings
in D..C.
I will confer with our staff about the timing of your request for Cultural Facilities Commission
action; however, please keep in mind that the amount of time that has lapsed since we were
promised information from the Freedom Center may make it impossible for your project to be
considered at the Commission’s next quarterly meeting. It is unclear why the financial
information requested has not been provided since it would seem that this would be unrelated to
the federal legislation, so we appreciate your help in this regard. Our ability to assist you is
dependent upon your staff providing timely, complete information.
Thanks,
Kathy
Executive Director
Vox: 614.752.2770
Fax: 614-752-2775
270
Tony
I think it is best that we postpone the meeting for tomorrow, Nov. 30 at
1030. Our legislation has been delayed because of the other priorities in
DC. However, I must also travel to DC for meetings on the proposed
legislation. I am sorry for the short notice, but I was just informed by our
representatives in DC that they were able to schedule meetings for me this
week. I will have Ben Reece phone to you reschedule and to make sure he
provides you with the information that you have requested.
Don Murphy

Cc: Kathy Fox <KFox@culture.ohio.gov>; Barbara Witt <bwitt@culture.ohio.gov>;
594@ocfcsp.oasfc.local
Don,
Please let us know the status of the documentation regarding the introduction of the legislation. I
believe Kathy mentioned she was expecting it today. Since Gary is retired, whose attention
should I send the checklist for items to be submitted in order to be considered for the February
meeting? For example, although Ben forwarded to me a copy of the last audit I also need a year
to date financial. At some point early in the process I would like to discuss with you the
possibility of using the appropriation to reimburse for those construction costs paid for with bond
money, the same as we did with the last appropriation.
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
271
historical sites and publicly owned professional sports venues. You are invited to visit www.culture.ohio.gov or call (614) 752-2770 for
more information on the Commission or to learn how we can assist your cultural facility project.
272
Tony Capaci
From: Kathy Fox
Robinson
Don,

Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775


Kathy
this month.
273
Don Murphy

Don,


Thanks,
Kathy

Executive Director

Vox: 614.752.2770
Fax: 614-752-2775




Tony
Don Murphy

274

Don,
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775

275
Tony Capaci
To: Tony Capaci
Subject: NURFC September and October 2009 Financial Statements
Attachments: 2009 October Financial Statements.xls; 2009 September Financial Statements.xls
Tony,
Here are our internal financial statements for September and October. Please let me know if you have any questions.

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
276
Tony Capaci
To: Tony Capaci
Subject: Re: pledges receivable and debt notes
Tony,
All the debt related items noted below are correct, as taken from our last audited financial statements. As for the Pledge
Receivable, none of the pledges are restricted for a specific purpose. What documentation do you need for this? (i.e.
Pledge cards, detail listing, etc?)

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org

cc <594@ocfcsp.oasfc.local>
12/04/2009 10:31 AM Subject pledges receivable and debt notes
Ben,
Could you kindly review the highlighted points below; if they are accurate I will be including them in my report.
Also, please send supporting documentation for $3.7M in pledges receivable (are any of these restricted?)
measurement (June 30 or Dec 31, 2008)
o In event of default all amount related to the debt could become due and payable immediately.\ NURFC paid
off $19M in bond debt by liquidating investments and received LOC extension
Thanks,Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
277
Tony Capaci
To: Tony Capaci
Subject: NURFC
Attachments: NURFC 5 Year Financial Projection with Federalization.xls
Importance: High
Tony,
Per our phone conversation, I have attached an excel file that reflects our projected financial results through 2014, based
on a successful gifting of the Center to the Federal Government.
Also to provide a little more clarity around how we beleive Federalization will impact the current debt structure of the
Center. To successfully gift the Center to the Federal Government, we need to eleminate and/or remove all
encumburances currently in place against the actual facilty. As part of this plan we envision spliting the Center into two
seperate entities, one would be supported and operated by the Federal Government with no portion of the exsisting debt
being associated or linked to it. The second entity would both carry on the aspects of our current mission that the Federal
Government would not continue and to assume a portion of the existing debt. The "restructured" debt would be
unsecured and serviced entirely with funds from the second entitiy. Please let me know if you have any other questions.
Thank you,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
278
Tony Capaci
Robinson
Kathy
this month.
Don Murphy

Don,


Thanks,
Kathy

Executive Director

Vox: 614.752.2770
279
Fax: 614-752-2775




Tony
Don Murphy


Don,
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775

280
Tony Capaci
From: LeeAnne Woods
To: Tony Capaci
Subject: NURFC insurance
Tony,

We found a current liability insurance certificate for NURFC in the obligations stuff. They named us as additional insured
but not the other entities and no waiver of subrogation. We also don’t have property insurance. That’s the update, I
updated the work plan this evening too.

Thanks,
LeeAnne
LeeAnne Woods
Staff Attorney - Project Manager
Telephone: 614-752-2774
Fax: 614-752-2775
e-mail: lwoods@culture.ohio.gov
The Ohio Cultural Facilities Commission, formerly the Ohio Arts & Sports Facilities Commission, oversees capital improvement
funds appropriated by the Ohio General Assembly and Governor for community cultural facility projects including non‐profit
theaters, museums, historical sites and publicly owned professional sports venues. You are invited to visit www.culture.ohio.gov
or call (614) 752‐2770 for more information on the Commission or to learn how we can assist your cultural facility project.
281
Tony Capaci
From: Kathy Fox
To: Barbara Witt; Tony Capaci
Cc: 594@ocfcsp.oasfc.local
Subject: FW: legislation
FYI

To: Kathy Fox

Thank you, Kathy. I have asked Ben to make sure your staff receives the information it needs.
Thanks for your help and patience.
Don Murphy

Don,


Thanks,
Kathy

Executive Director

Vox: 614.752.2770
Fax: 614-752-2775


283


Tony
Don Murphy


Don,
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775

284
Tony Capaci
From: Kathy Fox
Cc: Barbara Witt; 594@ocfcsp.oasfc.local; BReece@nurfc.org; Benjamin or Krista Reece
Don,
Thank you for the heads up on the situation. I look forward to hearing more after your meetings in D.C.


Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775


Tony
Don Murphy
285

Don,
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
286
Tony Capaci
To: Tony Capaci
Subject: Re: Emailing: Project Emails - Commission Meeting Checklist
Importance: High
Tony,
I tried to call you this afternoon from my cell phone, 2:19 to be exact, to update you on where we are, but
your voicemail said you were out of the office until November 30. I apologize for the delay, but Don has
been in DC working on getting us Federalized.
There has been some progress towards Federalization, but not enough for us to have anything to really to
present at the February meeting. It has been my understanding that Don and Kathy have been in
conversations as to the status of Federalization and that is why we have a schedule meeting for Monday
the 30 at your office. Please call me on my cell phone to discuss if you pick this up before the 30, 859-
393-2464.
Thank you,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
Date: 11/18/2009 11:11AM
cc: "Barbara Witt" <bwitt@culture.ohio.gov>, <594docs@ocfcsp.oasfc.local>
Subject: Emailing: Project Emails - Commission Meeting Checklist
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Commission Meeting Checklist
Project Emails : Commission Meeting
Checklist
Ben,
In order to be considered for the February
Commission meeting we need the following
checklist complete. Please let me know your
intentions by the end of this week.
Thanks,
Tony
[Close]
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| | |
Item Item Item Me
Title Commission Meeting Checklist

Body Dear Project Sponsors:
If it is your intention to be considered for possible

placement on the February 11, 2010 Commission
meeting agenda, all materials must be submitted to
the Commission by November 4, 2009.
We cannot accept partial or incomplete materials

submission, so I am sending you this checklist to
288
assist you as you prepare your submission.
After you’ve had the opportunity to compare this

checklist to the completeness of your submission
materials, please use your “Reply” e-mail function
and let me know if it is your intention to work
towards the November meeting. If your submission
materials are not ready to submit for the November
meeting, the meeting dates and deadlines for
submitting materials for the 2010 Commission
meetings will be announced by year-end.
When you are ready to submit your materials and

you have completed the online forms, please again
use the “Reply” function in e-mail, write comments
under each line item on this checklist regarding your
submittal materials and attach any supporting
documentation to your reply.
The Project Sponsor Resource Guide (PSRG)

referenced in the checklist can be found on our
Web site at www.culture.ohio.gov .
We look forward to working with you. If you have

any questions regarding the submission materials
or the checklist, contact Tony Capaci via e-mail at
tcapci@culture.ohio.gov or by phone at 614-728-
6924.
Thank you.
Checklist of Materials
Organizational Information:
289
Complete the online Registration and Detail
forms;
Promotional materials (if available);
Programming materials;
Authorizing resolution from your board

approving the execution of legal agreement(s)
(see attachment for example);
State Recognition Plan: (see page 8 and

Appendix G of the PSRG);
Declaration Regarding Material

Assistance/Non-Assistance to a Terrorist
Organization form. Complete the attached
form. This is required by the Department of
Homeland Security for those organizations
receiving state funds. Governmental agencies
are not required to provide this documentation;
IRS determination letter showing 501(c)(3)

status; and
Financial Information:
Five-year pro forma that forecasts revenues

and expenses for your organization,
incorporating any expenses and revenues that
result from this project and written explanations
of the assumptions used to derive the numbers;
and
Facility Information:
Insurance Accord certificates or other

documentation outlining coverage amounts for
Special Form Property Insurance, Employer’s
Liability Insurance, Commercial General
Liability Insurance and any other
290
organizational insurance;
Loan or mortgage documents and/or liens

against the property identifying any bond
documents, letters of credit or
security/collateral agreements and a loan pay-
down plan;
Erica Johnson
Project Analyst
Telephone: 614-728-8935
Fax: 614-752-2775
e-mail: ejohnson@culture.ohio.gov
Facilities Commission, oversees capital improvement funds appropriated by the
Ohio General Assembly and Governor for community cultural facility projects
including non-profit theaters, museums, historical sites and publicly owned
professional sports venues. You are invited to visit www.culture.ohio.gov or call
(614) 752-2770 for more information on the Commission or to learn how we can
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href="http://www.culture.ohio.gov/" title="http://www.culture.ohio.gov/">www.culture.ohio.gov or call (614) 752-

2770 for more information on the Commission or to learn how we can assist your cultural facility project.
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292
Tony Capaci
From: Jessica Fagan
Sent: Thursday, November 12, 2009 1:27 PM
To: OCFC; Brian_Hoffmeister@LSC.STATE.OH.US; Kimberly Eckhart; Rachel Gerrick
(RGerrick@ag.state.oh.us)
Subject: October 2009 Monthly Report
Below please find the monthly report to the Commission for October; please let me know if you have any questions.

October 2009
COMMISSION NEWS
October. The total amount reimbursed includes:
$250,000 Columbus College of Art and Design

$309,948 Eagles Building
$21,300 Karamu House
$86,875 McConnell Arts Center of Worthington
PROJECT NEWS
293
The Imagination Station in Toledo held grand re-opening
festivities on October 10, attracting 1,100 visitors on its first
full day of operations since the museum—formerly COSI
Toledo—closed temporarily in December 2007. Lucas County
voters passed a 0.17-mill, five-year levy on the November 2008
ballot, which will generate $1.5 million in annual operating support
for the science education museum, providing it with stable revenue
support. The museum was refurbished prior to reopening, funded
by just over $1 million in state capital funds, approved by the
Commission in May. The museum now features new exhibits as
well as old favorites, and has a new mascot: Gizmo, a yellow
“lab”rador who wears glasses and a lab coat. The Imagination
Station sold 700 memberships prior to its reopening, and is keeping
its levy promise to offer free Saturday admission to all Lucas
County children 12 and younger with a paid adult admission.
Gizmo, the Imagination Station’s new mascot, rides the High
Wire Cycle in the refurbished museum.
Also in Toledo, the $105-million Lucas County Arena opened
to the public with two open houses October 3 and 4. More than
8,500 spectators toured the facility October 4, when the Toledo Walleye, the city’s new minor-league hockey team, held
its first skate on the ice. Although the team lost its home opener on October 16, it brought in a sellout crowd of 8,000
fans—the largest crowd ever to see a professional hockey game in Toledo. The Walleye rebounded with a win on October
17, and for their opening weekend at the arena they drew 20,664 spectators over three home games. Attendance for
minor-league hockey in Toledo has increased by 63% compared to the 2006-2007 season, the final season for the Toledo
Storm in the old Toledo Sports Arena. The new arena’s first non-hockey event, a performance by ventriloquist Jeff
Dunham, also was a success, drawing a crowd of 7,600. The arena’s presence downtown is spurring new business
activity, with several new businesses—primarily bars and restaurants—opening in conjunction with the arena’s debut or in
the near future. The Lucas County Arena was appropriated $7.7 million in state capital funds, approved by the
Commission in July.
Several other Commission-funded projects held grand opening

celebrations during the month of October, including the
Covedale Center for the Performing Arts, the County Line
Historical Society, the Great Lakes Science Center, and the John
Stark Edwards House and Museum. On October 6, the Covedale
Center for the Performing Arts in Cincinnati celebrated the completion
of its backstage renovations. The project created 1,700 square feet of
additional space on two floors, adding a new electrical distribution
system, building dressing rooms, and installing water lines, sewer
lines, and restrooms backstage. The improvements were funded by
$100,000 in state capital funds, approved by the Commission in
February. Commission Chairman Otto M. Budig, Jr., represented the
Commission at the festivities. The County Line Historical Society of
Wayne/Holmes counties held an event October 9 to mark the opening
of the newly created County Line Historical Society Museum, located
Otto Budig makes remarks during the Covedale Center
for the Performing Arts’ grand opening for its backstage in an 1870s property in the village of Shreve. The project received a
renovation project. $100,000 appropriation, approved by the Commission in August 2007.
More than $59,000 has been reimbursed to date. On October 22, the
Great Lakes Science Center held a ribbon-cutting ceremony to mark
the opening of the new enclosed pedestrian walkway connecting the Science Center to the Steamship William G. Mather
Maritime Museum. The Commission was represented at the event by Caprice Bragg. The $3.4-million project built a glass
and steel 400-foot connector between the two attractions in an effort to increase attendance at both; the project was
appropriated $1 million, and more than $578,000 has been reimbursed. Finally, the John Stark Edwards House and
Museum, operated by the Trumbull County Historical Society, held a public open house on October 31 to mark the
completion of its renovations to the Edwards House, the oldest pioneer home in the city of Warren. The Commission
approved the release of $150,000 for the restoration project in November 2007. More than $125,000 has been reimbursed
to date.
A tax levy for the Cincinnati Museum Center passed by a wide margin on November 3, with 67 percent of voters
in favor of the renewal levy. The tax is expected to generate approximately $16 million over the next five years, which
will help the Museum Center pay for operating costs and capital improvements. The Center has identified $80 million in
needed repairs to the Art Deco-era former train station. In July 2008 and February 2009, the Commission authorized
294
reimbursement of a total $4.5 million in state capital funds for improvements projects at Union Terminal, including
restoration of three historic dining rooms, window replacements, mural conservation, and upgrades to HVAC, fire, and
electrical systems.
The Marion Palace Theatre named a successor to retired Executive Director Elaine Merchant. The new director,
Tina Salamone, joins the Marion Palace from the Rialto Square Theatre, a 1,900-seat historic theater in Joliette, Illinois.
Salamone had a nine-year tenure at the Rialto, serving as director of programming and technical director. Her 35 years of
theater experience include involvement as a performer, director, stage manager and technician. She officially took over
the executive director position at the Palace on October 2. The Marion Palace Theatre completed an expansion project in
2008, to which the state contributed $1.575 million.
National Underground Railroad Freedom Center CEO Don Murphy reported to Commission staff that he expects a
bill to be introduced in Congress shortly that would transfer the museum to the federal government. The model for
the transfer is based on the Holocaust Museum, which is an independent federal agency. Mr. Murphy stated he would
provide Commission staff with a copy of the bill, which he anticipates could be passed by Congress as soon as the end of
2009. Should the transfer be authorized, the Commission would need to grant the appropriate authorization, and amend
and/or execute new legal agreements as necessary. A November 30 meeting is scheduled between Mr. Murphy and
Commission staff to discuss the status and possible Commission approval of the state’s most recent capital appropriation
of $850,000 for the Freedom Center’s initial construction costs. The project may appear on the Commission’s February
2010 meeting agenda. The museum marked its fifth anniversary on October 10.
The Ohio Theatre in Toledo is set to close November 1, pending renovations by Lagrange Development Corp. The
community development organization will purchase the historic 1921 theater to restore the landmark, and then will sell it
back to the current owner, Ohio Theatre Inc., to operate the theater. Lagrange Development Corp. will utilize its
experience in renovating old buildings, and in handling federal, state, and local funding sources, to restore the theater,
which is expected to help revitalize Toledo’s historic Polish Village neighborhood. The organization anticipates a $2 to $3
million project; meanwhile, Ohio Theatre Inc. will begin raising funds to buy back and operate the theater once
renovations are complete. The Ohio Theatre was appropriated $100,000 in 2005 that could be used for the project.
Two Commission projects are the recipients of recent

awards: the Cincinnati Museum Center won the National
Medal for Museum and Library Service, and the Lincoln
Theatre in Columbus was awarded a Preservation Merit
Award. The Cincinnati Museum Center is one of 10 institutions
to receive the country’s highest honor for libraries and museums.
The honor recognizes institutions for outstanding social,
educational, economic, or environmental contributions to their
communities, and is awarded annually by the Institute of
Museum and Library Services. An awards ceremony will be held
in Washington, D.C., and the museum center will receive
$10,000, which it will use to help fund its programming. The
restoration of the Lincoln Theatre has been recognized with a
Preservation Merit Award from the Ohio Historic Preservation
Office of the Ohio Historical Society. The theater reopened in
May following an extensive restoration project. The Lincoln
The Lincoln Theatre in Columbus won a Preservation Merit Theatre was appropriated $350,000 and the project sponsor is
Award from the Ohio Historic Preservation Office. currently operating under a memorandum of understanding with
the Commission, approved in February. The sponsor will return
to seek full Commission approval upon completion of the capital campaign.
Fourteen projects will appear on the Commission’s November meeting agenda, in addition to two administrative
items. Meeting notebooks were delivered to Commission members at the end of October and briefing calls are scheduled
to identify any additional information needed for the meeting. Four projects submitted materials to seek consideration for
the Commission’s February 2010 meeting.
ITEMS OF INTEREST
The Commission annual report for fiscal year 2009 was at the printer in October and will be mailed to
stakeholders—including project sponsors, local and state government officials, media, Commissions members,
and arts and culture leaders statewide—in early November. The annual report details the status of all of current
295
projects, recaps completed projects, and provides a financial picture of all project appropriations and reimbursements as
of June 30, 2009.
Tuesday, November 17, 2009, 9:00AM at the Commission Office


Brian Hoffmeister, Legislative Services Commission
296
Tony Capaci
From: Barbara Witt
To: Tony Capaci
Subject: RE: NURFC checklist not rec'd by 11/4/09
Don’t do anything at this point. We’ll discuss Monday at our team meeting. Remind me. Thanks.

Barbara Witt
Telephone: 614‐728‐8923
Fax: 614‐752‐2775

From: Tony Capaci
To: Barbara Witt
Cc: Erica M. Johnson; National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Subject: NURFC checklist not rec'd by 11/4/09
Barbara,
We gave NURFC until Nov 4 to submit the checklist and they have not done so. Do you
want me to give them more time? What steps do you want me to take next?
Thanks,
297
Tony Capaci
From: Kathy Fox
To: Tony Capaci; Barbara Witt
Cc: Erica M. Johnson
Subject: RE: Freedom Center transfer to Federal Govt
Tony,
At our last meeting with Don Murphy a number of months ago, he was indicating that there would be operating funding
from the federal govt. when the transfer occurs. Assuming that the legislation we are expecting from Don verifies this,
or Don can explain how that funding will take place, my assumption is that Don will want to have Commission approval
in February of both:
1) Legal documents to concur with the transfer and satisfy our bond requirements; and
2) The most recent capital appropriation
Obviously, these approvals would have to be contingent on the appropriate conditions being met. You should have
some idea of what those conditions should be based upon your reviews of the organization and their finances.

Hope that clarifies.

Thanks,
K

From: Tony Capaci
To: Kathy Fox; Barbara Witt

Since NURFC continues to have sustainability issues will we wait until after the transfer takes place and we are
presumably satisfied they are operating within budget before we schedule them on a Commission meeting ?
Thanks,
Tony
From: Kathy Fox
Cc: LeeAnne Woods

That will depend upon the outcome of our meeting w/ Don
‐K

From: Barbara Witt
To: Kathy Fox; Tony Capaci
Cc: LeeAnne Woods

Kathy,
Just for clarification, which item for the February meeting?
302
“amendments to and/or new agreements with OCFC will need to be prepared, and that Commission authorization will
be needed”
Or
“accessing the $800K remaining state capital funds”.

Thanks, BW
Barbara Witt
Telephone: 614‐728‐8923
Fax: 614‐752‐2775

From: Kathy Fox
To: Tony Capaci
Cc: Barbara Witt; LeeAnne Woods
Subject: Freedom Center transfer to Federal Govt

Don Murphy, CEO of the Freedom Center, called to provide a brief update on the status of their efforts to transfer the
Freedom Center to the Federal Government. He said that he expects the bill to be introduced into Congress shortly, and
that he will send a copy to us early next week. The model they are using is the Holocaust Museum, which is an
independent Federal agency. Don said he anticipates that the legislation could be approved as soon as the end of this
calendar year. He is aware from our prior meetings with him that amendments to and/or new agreements with OCFC
will need to be prepared, and that Commission authorization will be needed. He also wants to make sure there will be
no problems with them accessing the $800K remaining state capital funds.

Don is scheduled to meet with us in our office on 11/30. We should tentatively place this item on the February 2010
meeting agenda.

Thanks,
K

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775
303
Tony Capaci
From: Kathy Fox
Cc: LeeAnne Woods
‐K

From: Barbara Witt
Cc: LeeAnne Woods

Kathy,
be needed”
Or

Thanks, BW
Barbara Witt
Telephone: 614‐728‐8923
Fax: 614‐752‐2775

From: Kathy Fox
To: Tony Capaci

305

meeting agenda.

Thanks,
K

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

306
Tony Capaci
From: Barbara Witt
Cc: LeeAnne Woods
Kathy,
be needed”
Or

Thanks, BW
Barbara Witt
Telephone: 614‐728‐8923
Fax: 614‐752‐2775

From: Kathy Fox
To: Tony Capaci


meeting agenda.

Thanks,
K

Executive Director
307
Vox: 614.752.2770
Fax: 614-752-2775

308
Tony Capaci
From: Kathy Fox
To: Tony Capaci

meeting agenda.

Thanks,
K

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

309
Tony Capaci
From: Myra La Cava
To: Tony Capaci
Subject: FW: OCFC Escrow
Attachments: NURFC 1st QFY10 interest.docx
Importance: High
Attached is the info you to forward to NURFC

From: Myra La Cava
To: Tony Capaci
Subject: RE: OCFC Escrow
Tony,

Interest was posted 10/14. I will prepare the summary soon and forward it to you so you can send to NURFC.

From: Tony Capaci
Sent: Thursday, October 15, 2009 1:32 PM
To: Myra La Cava
Myra,
Is the quarterly escrow statement available for NURFC?
thanks

To: Tony Capaci
Subject: OCFC Escrow
Tony,
Would the quarterly statement be ready at this point?
Thank you,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
310
Tony Capaci
From: Myra La Cava
To: Tony Capaci
Subject: RE: OCFC Escrow
Tony,

Interest was posted 10/14. I will prepare the summary soon and forward it to you so you can send to NURFC.

From: Tony Capaci
To: Myra La Cava
Myra,
thanks

To: Tony Capaci
Tony,
Thank you,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
311
Tony Capaci
To: Tony Capaci
Tony,
Thank you,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
312
Tony Capaci
From: Jessica Fagan
Sent: Wednesday, July 08, 2009 4:19 PM
To: OCFC; Brian_Hoffmeister@LSC.STATE.OH.US; Joel P. O'Connell; Kimberly Eckhart
Subject: June monthly report
Below please find the monthly report to the Commission for June; please let me know if you have any questions.

June 2009
COMMISSION NEWS
The Commission will meet in a special session on Tuesday, July 7 to consider approval of several projects,
including the Marina District Riverfront Park project in Toledo. The meeting was called to accommodate the city of
Toledo, which requested expedited approval of the project to meet its construction schedule. Four projects are slated to
appear on the agenda, including Rock Mill in Fairfield County, the Lucas County Arena, and Fort Meigs—a project of the
Ohio Historical Society, in addition to the Marina District.
The Commission reimbursed nine local project sponsors more than $1.6 million on paid invoices during the
month of June. The total amount reimbursed includes:
$17,220 Bradford Ohio Railroad Museum

$250,000 Cincinnati Ballet Center
$67,985 Great Lakes Science Center
$51,722 Sauder Village
$4,140 West Salem Village Opera House
313
PROJECT NEWS
Ownership of the National Underground Railroad Freedom Center

may be assumed by the federal government if legislation is
approved designating the Freedom Center as a museum celebrating
the Emancipation Proclamation. The legislation, which is pending
introduction in Congress, would mark the upcoming 150th anniversary
of the Emancipation Proclamation and calls for a national museum
dedicated to the issue. Rather than build a new museum, the federal
government would instead utilize the Freedom Center to fulfill the
legislative intent. Daily operations would still be handled by Freedom
Center management in Cincinnati, but the new arrangement would
provide approximately $4 million annually in operating funds. The
operating support would provide a significant boost to the Freedom
Center’s bottom line; the museum has struggled with declining
The federal government may assume ownership of the attendance and revenues in recent years. The state has reimbursed
National Underground Railroad Freedom Center. nearly $14.5 million for the museum’s construction costs.
Two Commission-funded projects held celebrations recently—

one marking the end of a project and the other kicking off the beginning. The Pro Football Hall of Fame in Canton
held a ribbon-cutting ceremony on June 12 marking the completion of its new press box at Fawcett Stadium. Chairman
Budig attended the festivities on behalf of the Commission. Fawcett Stadium is home to the Hall of Fame’s nationally
televised enshrinement ceremony and Hall of Fame game, and was part of a larger stadium renovation project to which
the state contributed $1.65 million. The funds received Commission approval in May 2007. Meanwhile in Heath, the
Davis-Shai House held a groundbreaking ceremony on June 13. The historic home’s expansion project received
Commission approval in May 2009 for the use of $1.025 million in state capital appropriations. Commission member
David Wilhelm participated in the ceremony, along with Senator Tim Schaffer and Representative Jay Hottinger.
The Columbus Association for the Performing Arts (CAPA) will take over operation of Toledo’s Valentine Theatre,
effective July 1. According to news accounts, the board of the Toledo Cultural Arts Center (TCAC), which operates the
Valentine, made the decision to pursue the arrangement when Executive Director Dale Vivirito announced his retirement
after 11 years at the helm. TCAC will retain ownership of the 114-year-old venue, continue to make all final decisions on
budget and personnel matters, and will retain the current staff of 10 people. TCAC also will look to hire a general manager
to handle daily operations. The five-year contract with CAPA includes $150,000 annual payments and 5 percent annual
increases. CAPA states it will work to build relationships with local performing arts organizations to increase their use of
the Valentine and cultivate them as resident arts groups. TCAC remains legally obligated to the Commission for
management of the Valentine Theatre under the terms of lease and management agreements with the Commission. In
accordance with a recently signed amendment to the endowment agreement for the theater, TCAC is obligated to begin
this fall a fundraising campaign to return the endowment balance to its former size of at least $5 million. The Commission
provided $18.5 million for the rehabilitation of the theater in the 1990s. CAPA also manages the four Riffe Center theaters
for the state of Ohio through a management agreement with the Commission, as well as the Ohio, Palace, Southern and
Lincoln theaters in Columbus, and the Schubert Theater in New Haven, Connecticut.
The Ohio Historical Society finalized a management

agreement with Dayton History to manage the Paul
Lawrence Dunbar House. Dayton History also manages
Carillon Park, and is building a new Heritage Center of Dayton
Manufacturing & Entrepreneurship at the park (the project
received Commission approval in February). The Dunbar House
resumed public tours on June 11. Under the new management
agreement, Dayton History will oversee daily operations, will
keep any revenues generated from admissions and rentals, and
will receive an annual subsidy from OHS. Also in June, the
Licking Valley Heritage Society assumed management of Flint
Ridge, located near Brownsville. OHS has been pursuing such
arrangements with local organizations to trim its expenses, and
by the end of July, expects to have management agreements in
place for 39 of its 58 historic sites and museums.
Dayton History is now managing the Paul Lawrence Dunbar
House through an agreement with the Ohio Historical Society.
ArtsinStark, the county arts council, recently closed a
successful 11-week run of “Kimono as Art,” a traveling
314
exhibition from the Smithsonian Institution. The show at the Canton Museum of Art, and the 80 related events, drew
an estimated 102,000 people. ArtsinStark CEO and president, Robb Hankins, conducted informal exit interviews with
about 1,000 visitors, and based on the interviews, believes the exhibition had an economic impact of $5.58 million on the
city of Canton. ArtsinStark operates the Cultural Center for the Arts in Canton, which houses the art museum, as well as
four other resident arts groups. The organization has a $150,000 capital appropriation through the Commission that it
hopes to use for upgrades to its parking garage.
The Cincinnati Museum Center is exploring a possible bond issue for the November ballot to finance much-
needed repairs at its 1933 Union Terminal. The proposal would raise approximately $5.2 million annually from a new
20-year assessment, replacing two property tax levies set to expire this year. Museum Center officials are stressing that
the bond issue would not result in a tax increase. A 2006 structural analysis of the 75-year-old building revealed that $80
million in repairs are needed, primarily in new mechanical systems and the rebuilding of 20 percent of the terminal’s
façade. In the run-up to a possible levy campaign, the museum center released results from a recent economic impact
study, which reveals the museum creates an annual economic impact of $87 million, and that the necessary renovation
project would create a one-time economic impact of $278 million. In July 2008 and February 2009, the Commission
authorized reimbursement of a total $4.5 million in state capital funds for improvement projects at Union Terminal
including restoration of three historic dining rooms, window replacements, mural conservation, and upgrades to the
HVAC, fire, and electrical systems.
Marion Palace Theatre director Elaine Merchant announced

she is stepping down from her position after 13 years.
Merchant recently led the theater through a significant expansion
project, which opened to the public in October 2008. The
expansion received $1.575 million in state capital funds through
the Commission. The theater’s board accepted applications for
the director’s position through the end of June and hopes to
name a new director in August. Merchant indicated she will stay
on through the fall to train her successor.
The architect who designed the Johnny Appleseed Heritage

Center amphitheater complex is suing the organization for
unpaid fees. He is one of several creditors owed money from
Retiring Executive Director Elaine Merchant oversaw the
2004 and 2005, when the organization was still producing the
expansion of the Marion Palace Theatre. historical drama based on Johnny Appleseed’s life. The
architect, Marion Zaugg, says he was paid $5,000 and is suing
for $172,800 plus five years’ interest. Two other companies filed
suit against Johnny Appleseed Heritage Center Inc.; an $11,457 court judgment was paid to one in 2006, and the other
judgment, awarded to a scenery company, has not been satisfied by the organization. The organization continues to
produce summer concerts, with four offerings slated for this season; however, representatives say the events are not
generating any profits that could be applied to past debts. The Commission reimbursed $875,000 for costs associated
with the construction of the amphitheater, which opened in 2004.
Commission staff successfully completed all management agreement renewals prior to the June 30, 2009,
expiration date. Prior to August 2005, the Commission entered into a lease and a management agreement with project
sponsors for all bond-funded projects approved by the Commission. Renewal of management agreements may be for
successive two-year terms or a renewal term concurrent with the lease term. The Commission authorized at its February
meeting, and the Commission staff subsequently executed, renewal of two-year management agreements with 14 local
project sponsors, and with the Ohio Historical Society for four sites, as well as OHS master management agreements for
leased facilities and state-owned facilities. Also completed was renewal of management agreements with two local project
sponsors concurrent with lease terms.
Fourteen projects are expected to appear on the Commission’s August 13 meeting agenda. The final list of projects
slated to be part of the agenda will be determined in an agenda-setting meeting with Chairman Budig in mid-July.
ITEMS OF INTEREST
The legislature voted to pass a seven-day interim state operating budget, and subsequently passed a second
seven-day interim budget, as legislative leaders and the Strickland administration failed to come to resolution on
how to cover a $3 billion-plus shortfall. Conference Committee hearings expected to take place June 27, 28, 29 and 30
were cancelled amid disagreements about how to fill the budget gap. The interim budget, which was adopted as an
315
amendment to the Industrial Commission’s budget (H.B. 16), will fund agencies at 70% of actual fiscal year 2009
spending for two weeks; however, spending for anything other than payroll is restricted. Governor Strickland’s most recent
budget-balancing framework includes an additional 30% cut to the Commission’s General Revenue Fund operations line.
Debt service and non-GRF project administration lines are not affected. The Governor and legislative leaders will continue
to work toward a final budget they hope can be adopted before the two-week interim budget expires on July 14.
The Auditor of State’s biennial audit of the Commission is nearing completion. Commission staff delivered all
required documentation and the Auditor of State’s staff completed on-site work in June. The auditors presented initial
testing results to Commission staff and are in the process of drafting a management letter that will contain the Auditor of
State’s recommendations. Commission Executive Director Kathy Fox and Assistant Director/C.O.O. Dave Wartel will
prepare a response to the management letter, in consultation with Commission Secretary-Treasurer Craig Marshall, CPA.
Secretary-Treasurer Marshall participated in the audit entrance conference and will participate in the exit conference.
Commission management will provide all Commission members a copy of the management letter and response shortly
after the audit exit conference, expected to occur in August.
STAFF NEWS
Project Manager Tony Capaci made a site visit in June to the Portsmouth Murals project, meeting with project
and city officials, as well as Representative T. Todd Book. The local project sponsor has submitted some materials for
assessment and hopes to be part of the Commission’s November meeting agenda. The Portsmouth Murals project has
turned a 2,000-foot-long concrete floodwall along the Ohio River into an outdoor art gallery, with dozens of murals
depicting the history of the Portsmouth area. A $250,000 appropriation for the project will be used to create three new
murals.
Project Manager LeeAnne Woods passed the Ohio bar examination in May and was admitted to the Ohio Bar in
June. Woods earned a Juris Doctorate from Case Western Reserve University’s School of Law in 2005 and was admitted
to the Pennsylvania bar in 2006.
Thursday, August 13, 2009 (Commission Office, starting time TBA)

Tuesday, November 17, 2009 (Commission Office, starting time TBA)
cc: Brian Hoffmeister, Legislative Services Commission

Joel O’Connell, Office of the Attorney General
Kimberly Eckhart, Office of Budget and Management
316
Tony Capaci
Sent: Thursday, June 25, 2009 3:22 PM
To: Tony Capaci
Subject: NURFC May 2008 Financial Statements
Attachments: 2009 May Financial Statements - Bank Group.xls
Importance: High
Tony,
The attached excel file contains the Freedom Center's GAAP basis Statements of Financial Position and Activities, along
with the our "Scorecard." Please call me directly with any questions.
Thank you,

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
317
Tony Capaci
Sent: Monday, June 01, 2009 12:40 PM
To: Tony Capaci
Subject: RE: NURFC Financial Statement
Tony,
The 2008 Audit field work has been completed and we are wrapping up the draft at this point. I will send over a copy
when completed.
Thank you,

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org

cc
06/01/2009 11:23 AM Subject RE: NURFC Financial Statement
Ben,
Do you have the 2008 audit report?
Let me know.
Thanks,
Tony

To: Tony Capaci
Subject: NURFC Financial Statement
Importance: High
Tony,
Here are the monthly financial statements for the NURFC for all of 2009. Please call me with any questions.
Thank you,

Controller
50 East Freedom Way
318
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
319
Tony Capaci
To: Tony Capaci
Attachments: 2009 April Financial Statements - Bank Group.xls; 2009 February Financial Statements -
Bank Group.xls; 2009 January Financial Statements - Bank Group.xls; 2009 March Financial
Statements - Bank Group.xls
Importance: High
Tony,
Thank you,

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
320
Tony Capaci
From: Jessica Fagan
Sent: Friday, May 08, 2009 2:11 PM
To: OCFC; Brian_Hoffmeister@LSC.STATE.OH.US; Joel P. O'Connell; Kimberly Eckhart
Subject: April Report to the Commission
Below please find the monthly report to the Commission for April. Please let me know if you have any questions.

April 2009
COMMISSION NEWS
of April. The total amount reimbursed includes:
$1,240,764 Huntington Park

$106,623 Marion Palace Theatre
$16,565 Smith Orr Homestead
$50,000 Ukrainian Museum-Archives
$2,343 Vinton County Historical Society
PROJECT NEWS
The Lincoln Theatre announced its grand reopening festivities,

beginning with the official reopening of the theater on Memorial Day.
May 25 will feature a free community open house with guided tours of the
new lobby, main-floor Egyptian Revival-style theater, second-floor
ballroom, and third-floor Jazz Academy. May 28 will feature a performance
starring Maurice Hines, Artistic Director-in-Residence for the Lincoln. The
festivities will continue over several days with performances by blues
musician Bobby “Blue” Bland, opera star Denyce Graves, and the Harlem
Gospel Choir. The building is undergoing a $13.5-million renovation, and
has a state capital appropriation of $350,000. The Commission and the
Lincoln Theatre Association are currently operating under a memorandum
of understanding while the theater completes its fundraising campaign.
The Pro Football Hall of Fame sought and was approved for a project
change of intent. The original project scope approved by the Commission
The restored Lincoln Theatre will reopen to the in May 2007 included repairs to the concrete in the south stands at
public on Memorial Day.
Fawcett Stadium, where the Hall of Fame holds its annual enshrinement
ceremony and Hall of Fame Game. The revised project scope eliminates
the concrete repair in the south stands, and instead will demolish and replace the stadium’s press box. Commission staff
321
sought approval through a Change of Intent request to the Controlling Board and reviewed Hall of Fame financial
materials to verify the new project is fully funded before concurring with the change. Commission staff has requested
additional supporting documentation, including construction documents and a current project schedule, which is needed to
amend the legal agreements.
The Cedar Bog Nature Preserve Education Center celebrated its new building with a dedication and a celebration
of Earth Day on April 18. The day began with a bird walk at 9 a.m. followed by an open house from 11 a.m. until 4 p.m.
The education center, which has classrooms, offices, a gift shop and exhibit space, was built utilizing $1.1 million in state
capital funds, and was a cooperative effort between the Ohio Historical Society, the Cedar Bog Association, and the
Friends of Cedar Bog. Filled with rare plant and animal life, Cedar Bog is actually a fen—a type of wetland fed by a natural
spring, and contains native grasses and flora from the time of the Ice Age.
In other Ohio Historical Society news, the Society finalized an agreement with the Tuscarawas County
Convention & Visitors Bureau to manage Fort Laurens, and is working with the nonprofit Dayton History to
finalize a partnership for management of the Paul Laurence Dunbar House. The new management agreements are
part of the Society’s plan to find local partners to manage many of its 58 sites as it faces declining revenues and reduced
state funding. The agreement for Fort Laurens is the 30th such agreement for the Society, and will allow the Revolutionary
War fort to be open 132 days a year, instead of 35 days. The Paul Laurence Dunbar House, in Dayton, also would expand
its operating hours under management by Dayton History, with year-round tours, increased programming, and more
availability for school groups.
Huntington Park celebrated opening day on April 18 with a

capacity crowd and beautiful spring weather. A parade and
official ribbon-cutting ceremony preceded the inaugural Clippers
game at the new stadium; David Wilhelm represented the
Commission as part of the ribbon-cutting ceremony. The only
damper on the day was the Clippers’ 3-1 loss to the Toledo Mud
Hens. The $71-million project has $7 million in state capital
appropriations; just over $1.3 million has been reimbursed to date.
Two Commission-funded projects wrapped up construction

and invoicing recently, while a third project broke ground in
April. The French Art Colony in Gallia County and the Vinton
The first pitch was thrown out at Huntington Park on April 18.
County Historical Society (Alice’s House) both completed their
(photo credit: Kerri McMullen) projects and submitted final invoices to the Commission. The
French Art Colony’s $100,000 appropriation funded renovations to
the historic building’s front porch and patio, parking areas, walkways, and the creation of a second ADA-compliant
entrance. Alice’s House, a historic building that houses the Vinton County Historical and Genealogical Society, utilized a
$50,000 appropriation for new windows and storm doors; new HVAC, security and fire alarm systems; exterior painting;
and an ADA-compliant entrance ramp. Meanwhile, the WACO Museum and Aviation Learning Center broke ground in a
ceremony on April 7, after receiving Commission approval in February. Commission Chairman Otto M. Budig, Jr.,
participated in the ceremony, and remarked on the project’s importance in preserving the history of the WACO aircraft,
and on its role in inspiring future aviators and scientists through its innovative programs and outreach activities. He also
remarked, as a former pilot, on his personal interest in the project, and noted that his cousin was transported on a WACO
glider as part of troop movements during World War II.
The DeYor Performing Arts Center (Powers Auditorium) has raised the local money needed to match state funds
for the purchase of the flyable acoustical shell for which they originally sought Commission approval in
February. The Commission instead approved utilizing approximately $800,000 of $925,000 in appropriations for
construction costs associated with the Eleanor Beecher Flad Pavilion. Officials at the DeYor hope to seek Commission
approval in August for the remaining $125,000 in state capital funds to partially fund the purchase and installation of the
shell. In order to install the shell during the performance hall’s down time, the DeYor will place an order for the shell prior
to receiving Commission approval, posing a potential financial risk to the organization.
Toledo developer Larry Dillin missed a March 31 deadline to purchase nearly 15 acres in the Marina District from
the city for a cost of $1.2 million. Dillin indicated he is still interested in moving the project forward, but did not make the
$1.2-million payment because of “market conditions.” The payment would have triggered a request for city council
approval of $2.5 million in general obligation bonds to help pay for the Riverfront Park portion of the Marina District, which
has $4.9 million in state capital appropriations. The Commission and the city of Toledo are currently operating under a
memorandum of understanding regarding the project. City representatives indicate they will complete public infrastructure
322
work started at the site, including sewer and road work, and that they are investigating all other funding sources, including
federal stimulus dollars.
The National Underground Railroad Freedom Center announced plans to develop new exhibitions, even as the
museum’s financial stability continues to decline. The Freedom Center was forced by its bank to liquidate many of its
investments and pay down its line of credit after defaulting on bank covenants in December. The Freedom Center’s
announcement that it will begin to develop its own exhibitions, rather than rent all of them from other institutions, could
become a revenue source if the exhibitions can travel to other locations. The new exhibitions also are intended to
generate return visitorship to the museum. An exhibition based on the novel “Copper Sun” is expected to open in fall
2011, followed by “Summon the Heroes!” in 2012. The state has invested $14.6 million in the facility, which is secured by
a first lien property interest.
The Peggy R. McConnell Arts Center of Worthington has appointed Jon Cook as its executive director. He
replaces Elizabeth Jewell Becker, who served as executive director of the Worthington Arts Council and acting director of
the arts center. Cook was selected after an extensive search that included more than 60 applicants. The new facility has
$725,000 in state appropriations that were recently approved by the Commission at its February meeting. Cook is
presently the executive director for the Mortar Board National Honor Society in Columbus. Before working with the Mortar
Board, Cook was the administrative director at Houston Center for Contemporary Craft in Houston, Texas.
Thirteen cultural facility projects are scheduled to appear on the Commission’s May 14 meeting agenda, along
with two additional projects that have administrative items for consideration. Sixteen projects submitted materials by the
April 30 deadline and are in assessment for potential placement on the Commission’s August agenda.
ITEMS OF INTEREST
Commission Executive Director Kathy Fox testified on April 23 before the Senate Finance Committee regarding
the Commission’s operating budget for fiscal years 2010 and 2011. The House voted on the bill April 29, adding
about $1.6 billion in “all funds” spending—which includes federal and other non-GRF cash—to the Governor’s original
proposal. The House version of the bill includes a $3-million increase for the Ohio Arts Council’s budget, a $1.5-million
increase for the Ohio Historical Society, and earmarks for cultural institutions through the departments of education and
travel and tourism. The Senate is expected to make significant changes to the bill, particularly in light of the Strickland
administration’s recent announcement that dwindling tax receipts could cause a $600 to $900 million budget shortfall this
fiscal year. After the bill is voted on by the full Senate, the bill will go to conference committee in order to reconcile
differences between the House and Senate versions. The legislature must pass the bill and it must be signed by the
Governor prior to July 1; otherwise, interim budgets will need to be enacted.
Governor Strickland announced further GRF spending cuts for state agencies due to continuing declines in state
revenues. The cuts are for fiscal years 2009, 2010 and 2011 and are to include a 30 percent reduction in contracted
services and supplies. The mileage reimbursement also was reduced, and the Governor is requiring agency directors to
approve any purchase orders for $1,000 or more.
The state auditor will undertake the biennial audit of the Commission beginning with an audit entrance
conference tentatively scheduled for May 14, immediately following the Commission meeting. At the request of Chairman
Budig, Commission member Craig Marshall, CPA, has agreed to participate in the audit entrance conference to represent
the Commission members. Field work by the auditor’s office is anticipated to begin on May 18.
The Commission’s Financial Policies and Procedures Manual has been updated, and the item will appear on the
Commission’s upcoming May 14 meeting agenda for approval. The manual underwent extensive revisions due to the
state’s adoption of OAKS, the financial and budgeting system. The Commission last adopted updated financial policies
and procedures in 2006.
STAFF NEWS
Bernard Cason has left the Commission. He joined the Commission as a temporary worker in 2007, and was later
hired on as permanent staff.
323
Thursday, May 14, 2009, 9 AM, at the Commission Office


324
Tony Capaci
Sent: Wednesday, April 08, 2009 5:37 PM
To: Tony Capaci
Subject: Re: FW: NURFC escrow 3rdQ FY09
Attachments: NURFC 3rd QFY09 interest.pdf
Thank you!

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org

cc
04/08/2009 04:29 PM Subject FW: NURFC escrow 3rdQ FY09
Ben,
I thought you might need this.
Tony

From: Myra La Cava
To: Tony Capaci
Cc: Dave Wartel
Subject: NURFC escrow 3rdQ FY09

Myra LaCava
Fiscal & Personnel Officer
Telephone: 614-728-8929
Fax: 614-752-2775
e-mail: mlacava@culture.ohio.gov
The Ohio Cultural Facilities Commission, formerly the Ohio Arts & Sports Facilities Commission, oversees capital improvement funds appropriated by
the Ohio General Assembly and Governor for community cultural facility projects including non-profit theaters, museums, historical sites and publicly
owned professional sports venues. You are invited to visit www.culture.ohio.gov or call (614) 752-2770 for more information on the Commission or to
learn how we can assist your cultural facility project.
325
Tony Capaci
From: Kathy Fox
Subject: RE: NURFC full funding issue
Tony,
It looks as if they are no longer seeking a meeting with us to discuss the situation, so it seems that letting them know the
needed direction is appropriate. I would say, go ahead and let them know what the staff recommendation is as to
creative solutions for situations such as this –they should seek a guarantor. Barbara, let me know if you suggest a
different direction.

Thx,
K

From: Tony Capaci
Subject: FW: NURFC full funding issue
Kathy, Barbara,
Should I go ahead and schedule a meeting to discuss the issue detailed below or should I simply respond to NURFC that
we will be requiring a guarantor?
Kindly, let me know.
Thanks

From: GDowdell@nurfc.org [mailto:GDowdell@nurfc.org]
To: Tony Capaci
Cc: BReece@nurfc.org
Subject: Re: NURFC
Tony,
This is to provide you an update on the Freedom Center, and to ask for your help in moving forward to obtain the current
$850,000 still outstanding .
As you're aware, our Bank group letter of credit renewal was key to our ability to continue to service the debt at the lowest
possible costs. In addition, you required the Bank group to subordinate their position to the State, as one of the
requirements prior to releasing State funds. I am happy to report that we have been successful in renewing the letter of
credit with the Bank group. We signed the new agreement recently and the Banks are now ready to agree to the
subordination, as they have in the past.
The revised agreement did require us to accelerate the pay down of principal. On April 1, we reduced our outstanding
debt from $46MM to $27MM....a $19MM reduction. We all agreed that in this financial environment it made sense to
reduce our outstanding debt.
The financial crisis that has occurred over the past year in the overall marketplace has resulted in two issues for us
relative to how we look at full funding from OCFC 's perspective. First, the dislocation in the market cause our
investments to lose over 20% of their value. This, by itself would have caused the Freedom Center to fall short of the full
funding requirements. In addition, and again due to the market, it made better financial sense to pay down the debt. With
326
less cash invested, we also have less ability to grow the "endowment" (spread between debt cost and long term
investment over 30 yrs) to satisfy full funding.
Here's where we need your advice as to how to proceed. Are there other creative ways other institutions have used to
satisfy full-funding that might be applicable to the Freedom Center's situation ? We obviously still need the final
installment of the State money to continue to paydown principal , to lower our borrowing cost, to enable us to achieve a
sustainable long term financial model.
Any and all advice as to how to proceed is greatly appreciated.
Regards,
Gary Dowdell
327
Tony Capaci
From: LeeAnne Woods
Sent: Monday, February 02, 2009 4:27 PM
To: Barbara Witt; Tony Capaci; Bernard Cason; Nicole Cheatham; Erica M. Johnson; Jillian D.
Burner
Subject: RE: Questions on PASRs from new member Craig Marshall
Per our emergency meeting, here is the plan of action:
1. We are emailing questions to our project sponsors ASAP with big red exclamation points with the questions
2. We will regroup at 1:00pm tomorrow to status BW and the rest of the group on where we stand on each
3. Compile the answers in a format to email to Mr. Marshall tomorrow night or Wednesday morning

We would like to provide these answers to Mr. Marshall personally, and not produce additional presentation materials.
He will still be welcome to ask these questions of the project sponsors directly and all of the PMs will make sure that
their sponsors are aware that they may be asked a significant amount of questions in these areas.

From: Barbara Witt
To: LeeAnne Woods; Tony Capaci; Bernard Cason; Nicole Cheatham; Erica M. Johnson; Jillian D. Burner
Subject: FW: Questions on PASRs from new member Craig Marshall
Importance: High
Fyi, decide how you want to handle these and let me know.

Barbara Witt
Telephone: 614‐728‐8923
Fax: 614‐752‐2775

From: Kathy Fox
To: Barbara Witt
Subject: Questions on PASRs from new member Craig Marshall
Importance: High
B-
See below for new board member Craig Marshall’s questions. I let him know that we can have PS staff prepare replies for
him and/or forward questions to LPSs so they can be prepared to discuss at the meeting. Let me know how you would
like to handle.
Thx,
K
328

From: CRAIG.MARSHALL@ey.com [mailto:CRAIG.MARSHALL@ey.com]
To: Kathy Fox
Cc: CRAIG.MARSHALL@ey.com
Subject: Thursday's meeting - my questions
Kathy,
I hope this is what you were expecting - I had a chance to review the book over the weekend and had the following
questions/comments. I apologize for the length. Please let me know if there is anything else you need. Otherwise, I will
see you on Thursday morning. Craig
• TAB 2 - Firefighters' Memorial & First Responders' Park

o No questions - rather straightforward
TAB 3 - Peggy R. McConnell Arts Center of Worthington
Would like to understand the increase in revenue and expenses from FY10 to FY11 and the
fluctuation thereafter? I would think there would be a certain element of fixed costs in the first full
year and carrying forward, but it appears the expenses are somewhat variable?
Pledges receivable - what is the breakout between personal and corporate and thoughts on
collectibility
What is experience of M.r Graham and Mr. Shepherd in bringing projects in at budget?
TAB 4 - Fayette County Historical Society
How can state appropriation be $150,000 if match is only slated to be $25,000?
What are fixed costs of operations
TAB 5 - Covedale Theatre
For days cash on hand, consideration to cash available to be used excluding restrictions
How much is the new source of revenue for FY09 and beyond as well as the impact on expenses
What are the fixed costs of operations? (for both proformas)
The change in net assets ties to which performa - concern is total expenses are $851,482 YTD
and if they tie to proforma 2, then expenses are being shown as $836,185?
What are restrictions on cash, especially if this is being used as match - not sure how they can
commit this?
Impact of operations since 11/12 (date of financial information)
Terms of City of Cincinnati loan forgiveness - what caveats
TAB 6 - Cincinnati Museum Center
How are expenses declined by 3.4 million?
Potential for cash shortage depending on expenses
TAB 7 - Charles A. Eulett Education Center

329
See points on TAB 6 above
TAB 8 - Cincinnati Ballet Center
What is the status of negotiations of Line of Credit renewal (Expires in March 2009)
Expenses fluctuate $5.9 to $6.4 to $5.9 - how and why such variation?
Decline in sponsorship and donations projected - have expenses been curtailed or in process -
what is impact on expense curtailment
TAB 9 - Heritage Center of Dayton Manufacturing & Entrepreneurship
What is the status of the private contributions
Assumptions from 08 to 09 appear to be aggressive- what are plans?
What is history of delivering on budget?
TAB 10 - Massillon Museum
No questions
TAB 11 - DeYor Performing Arts Center
Large need for cash - what are plans
Restricted assets - why not able to use based on what the restrictions are?
How are expenses reductions to be achieved?
Any indications of revenue for 09 based on December season ticket sales?
TAB 12 - WACO Museum and Aviation Learning Center
Why is 09 revenue down?
TAB 13 - Hip Klotz Memorial Facility
Any more recent financials? Also, didn't see the pro forma
TAB 14 - Lincoln Theater
No questions
TAB 15 - Capitol Theatre of the Detroit Shoreway
No questions
TAB 16 - Management Agreement Renewal
Beck Center - what are the conditions proposed? Any new ones?
Cleveland Public Theatre - what are the conditions proposed? Any new ones?
330
Galion Historic Big Four Depot - what are the conditions proposed? Any new ones?
Johnny Appleseed Heritage Center - what are the conditions proposed? Any new ones?
Myers Historic Inn - what are the conditions proposed? Any new ones?
National Underground Railroad Freedom Center - what are the conditions proposed? Any new
ones?
OHS - Buckey Furnace - what are the conditions proposed? Any new ones?
OHS - Ft. Recovery - what are the conditions proposed? Any new ones?
OHS - Glacial Grooves - what are the conditions proposed? Any new ones?
OHS - Moundbuilders State Memorial - what are the conditions proposed? Any new ones?
OHS - Seip Earthworks - what are the conditions proposed? Any new ones?
OHS - Serpent Mound - what are the conditions proposed? Any new ones?
The Benjamin and Marian Schuster Center for the Performing Arts - what are the conditions
proposed? Any new ones?
Toledo Museum of Art - what are the conditions proposed? Any new ones?
Wayne County Historical Society -what are the conditions proposed? Any new ones?
Zion Center - what are the conditions proposed? Any new ones?
TAB 17 - CAPA's Management Agreement
Is the term 2 years?
TAB 18 - Toledo Cultural Arts Center
No questions
331
Any U.S. tax advice contained in the body of this e-mail was not intended or written to be used, and cannot be used, by the
recipient for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code or applicable state or
local tax law provisions.
______________________________________________________________________
The information contained in this message may be privileged and confidential and protected from disclosure. If the reader of this message is not the
intended recipient, or an employee or agent responsible for delivering this message to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us
immediately by replying to the message and deleting it from your computer. Thank you.
332
Tony Capaci
From: Barbara Witt
To: LeeAnne Woods; Tony Capaci; Bernard Cason; Nicole Cheatham; Erica M. Johnson; Jillian
D. Burner
Subject: FW: Questions on PASRs from new member Craig Marshall
Importance: High
Fyi, decide how you want to handle these and let me know.

Barbara Witt
Telephone: 614‐728‐8923
Fax: 614‐752‐2775

From: Kathy Fox
To: Barbara Witt
Subject: Questions on PASRs from new member Craig Marshall
Importance: High
B-
See below for new board member Craig Marshall’s questions. I let him know that we can have PS staff prepare replies for
him and/or forward questions to LPSs so they can be prepared to discuss at the meeting. Let me know how you would
like to handle.
Thx,
K

To: Kathy Fox
Cc: CRAIG.MARSHALL@ey.com
Subject: Thursday's meeting - my questions
Kathy,
I hope this is what you were expecting - I had a chance to review the book over the weekend and had the following
questions/comments. I apologize for the length. Please let me know if there is anything else you need. Otherwise, I will
see you on Thursday morning. Craig
• TAB 2 - Firefighters' Memorial & First Responders' Park
333
o No questions - rather straightforward
TAB 3 - Peggy R. McConnell Arts Center of Worthington
Would like to understand the increase in revenue and expenses from FY10 to FY11 and the
fluctuation thereafter? I would think there would be a certain element of fixed costs in the first full
year and carrying forward, but it appears the expenses are somewhat variable?
Pledges receivable - what is the breakout between personal and corporate and thoughts on
collectibility
What is experience of M.r Graham and Mr. Shepherd in bringing projects in at budget?
TAB 4 - Fayette County Historical Society
How can state appropriation be $150,000 if match is only slated to be $25,000?
What are fixed costs of operations
TAB 5 - Covedale Theatre
For days cash on hand, consideration to cash available to be used excluding restrictions
How much is the new source of revenue for FY09 and beyond as well as the impact on expenses
What are the fixed costs of operations? (for both proformas)
The change in net assets ties to which performa - concern is total expenses are $851,482 YTD
and if they tie to proforma 2, then expenses are being shown as $836,185?
What are restrictions on cash, especially if this is being used as match - not sure how they can
commit this?
Impact of operations since 11/12 (date of financial information)
Terms of City of Cincinnati loan forgiveness - what caveats
TAB 6 - Cincinnati Museum Center
How are expenses declined by 3.4 million?
Potential for cash shortage depending on expenses
TAB 7 - Charles A. Eulett Education Center
See points on TAB 6 above
TAB 8 - Cincinnati Ballet Center
What is the status of negotiations of Line of Credit renewal (Expires in March 2009)
Expenses fluctuate $5.9 to $6.4 to $5.9 - how and why such variation?
Decline in sponsorship and donations projected - have expenses been curtailed or in process -
what is impact on expense curtailment
TAB 9 - Heritage Center of Dayton Manufacturing & Entrepreneurship
334
What is the status of the private contributions
Assumptions from 08 to 09 appear to be aggressive- what are plans?
What is history of delivering on budget?
TAB 10 - Massillon Museum
No questions
TAB 11 - DeYor Performing Arts Center
Large need for cash - what are plans
Restricted assets - why not able to use based on what the restrictions are?
How are expenses reductions to be achieved?
Any indications of revenue for 09 based on December season ticket sales?
TAB 12 - WACO Museum and Aviation Learning Center
Why is 09 revenue down?
TAB 13 - Hip Klotz Memorial Facility
Any more recent financials? Also, didn't see the pro forma
TAB 14 - Lincoln Theater
No questions
TAB 15 - Capitol Theatre of the Detroit Shoreway
No questions
TAB 16 - Management Agreement Renewal
Beck Center - what are the conditions proposed? Any new ones?
Cleveland Public Theatre - what are the conditions proposed? Any new ones?
Galion Historic Big Four Depot - what are the conditions proposed? Any new ones?
Johnny Appleseed Heritage Center - what are the conditions proposed? Any new ones?
Myers Historic Inn - what are the conditions proposed? Any new ones?
National Underground Railroad Freedom Center - what are the conditions proposed? Any new
ones?
OHS - Buckey Furnace - what are the conditions proposed? Any new ones?
OHS - Ft. Recovery - what are the conditions proposed? Any new ones?
335
OHS - Glacial Grooves - what are the conditions proposed? Any new ones?
OHS - Moundbuilders State Memorial - what are the conditions proposed? Any new ones?
OHS - Seip Earthworks - what are the conditions proposed? Any new ones?
OHS - Serpent Mound - what are the conditions proposed? Any new ones?
The Benjamin and Marian Schuster Center for the Performing Arts - what are the conditions
proposed? Any new ones?
Toledo Museum of Art - what are the conditions proposed? Any new ones?
Wayne County Historical Society -what are the conditions proposed? Any new ones?
Zion Center - what are the conditions proposed? Any new ones?
TAB 17 - CAPA's Management Agreement
Is the term 2 years?
TAB 18 - Toledo Cultural Arts Center
No questions
336
Any U.S. tax advice contained in the body of this e-mail was not intended or written to be used, and cannot be used, by the
recipient for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code or applicable state or
local tax law provisions.
______________________________________________________________________
The information contained in this message may be privileged and confidential and protected from disclosure. If the reader of this message is not the
intended recipient, or an employee or agent responsible for delivering this message to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us
immediately by replying to the message and deleting it from your computer. Thank you.
337
Tony Capaci
To: Tony Capaci
Subject: Re: FW: NURFC Management Agreement Renewal
Tony,
We have everything ready, but we are waiting on the insurance company to produce the "Certificate". Would you like for
me to overnight what we have and then e-mail you the certificate when it arrives?

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
341
Tony Capaci
From: Jessica Fagan
Sent: Wednesday, January 07, 2009 2:21 PM
To: OCFC; Brian Hoffmeister (brian_hoffmeister@lsc.state.oh.us); Joel P. O'Connell; Anthony
Perry; Kimberly Eckhart
Subject: December Report to the Commission
Below please find the monthly report to the Commission for December. Please let me know if you have any questions.

December 2008
COMMISSION NEWS
The Commission reimbursed 13 local project sponsors more than $4.7 million on paid invoices during the month of
December. The total amount reimbursed includes:
$25,000 Chester Academy

$10,000 Harvey Wells House
$3,612,343 Huntington Park
$27,338 John Stark Edwards Home & Museum
$9,851 Karamu House
$606,753 Marion Palace Theatre
$5,176 Nelson T. Gant Homestead
$5,216 Oxford Community Arts Center
$88,706 Rock and Roll Hall of Fame
PROJECT NEWS
The King Arts Complex successfully executed a revised lease with the city of Columbus for the Complex’s former
Garfield school building. Subsequently, the Commission and the King Arts Complex executed legal agreements for the
capital improvements project at the Garfield building, and invoices have been processed by Commission staff. The
revised lease is one of the organization’s two leases that were the subject of discussion at the Commission’s November
meeting. Ultimately, the Commission granted approval for two King Arts Complex projects, subject to changes in the
facility leases. The King Arts Complex has made some progress in negotiations to alter the second lease for the Pythian
Theatre building, owned by the York Masons, though no formal agreement has been reached.
Lucas County continues to submit information on the arena project, in hopes of appearing on the Commission’s
May 2009 meeting agenda to receive full Commission approval and the release of $7.7 million in state capital
342
appropriations. The arena’s recently announced arenafootball2 franchise, the Toledo Bullfrogs, will not be affected by
the Arena Football League’s decision to suspend its 2009 season, according to Toledo Arena Sports, Inc. General
Manager Joe Napoli. Af2 is a minor league for arena football, and is financially independent from the Arena Football
League. The Bullfrogs are scheduled to begin play in the new arena in 2010, while the minor-league hockey team, the
Toledo Walleye, will begin in 2009. Napoli, in a story published by The Blade, indicated 1,200 combination season tickets
for the Bullfrogs and Walleye have already been sold, and merchandise for both teams has been selling briskly.
The DeYor Performing Arts Center (Powers Auditorium) has submitted a proposed project to pay for a portion of
the remaining construction costs of the Arts Center’s Beecher Flad Pavilion and to purchase a flyable acoustical
shell, orchestra risers, and rigging for Powers Auditorium. Commission staff has reviewed the proposed project and
finances of local project sponsor, the Youngstown Symphony Society, and instead is recommending the Society take a
different approach. Staff has suggested that the Society seek Commission approval for $808,282 in state capital funds to
apply toward the construction costs of the Beecher Flad Pavilion, assuming Youngstown Symphony Society would retire
the line of credit obtained during construction of the pavilion in 2006. Commission staff’s analysis of the financial position
of the Youngstown Symphony Society indicates the organization is vulnerable to the recessionary economy. The weak
economy and a recent history of declining ticket sales, combined with the debt from the line of credit, put the organization
at risk. At the same time, Commission staff believes the project to purchase the acoustical shell, risers, and rigging would
be attractive in the future to potential donors, and approximately $125,000 in state capital funds would still be available for
that project once other monies are raised. Commission staff sent its recommendations to officials at the Youngstown
Symphony Society on December 18, and await a response. The local sponsors hope to appear on the Commission’s
February meeting agenda.
Officials at the Valentine Theatre in Toledo formally requested continued withdrawals from the theater’s
endowment, the balance of which is well below the $5-million threshold that prohibits withdrawals in the endowment
agreement executed with the Commission. Due to this express prohibition in the agreement, Commission Executive
Director Kathy Fox suggested to theater officials that they might seek Commission approval for an amendment to the
agreement allowing additional draws in consideration for a written obligation by the Valentine organization to a specific
timeline for fundraising to replenish the endowment, and a reduction in the percentage of the annual draws from the
endowment. Over the decade that the endowment has been in existence, the corpus did not grow as substantially as
anticipated, and the recent market downturns have reduced the balance. The endowment was created as part of the
required matching funds to obtain the Commission’s approval of $18.5 million in state capital funds for the renovation of
the Valentine Theatre.
The National Underground Railroad Freedom Center announced job

cuts and reduced hours in December. The staff cuts are part of an overall
30 percent budget reduction the museum will implement for 2009.
Seventeen positions will be eliminated, representing one-quarter of the total
staff. The museum also announced it will close on Sundays, beginning in
January. The museum has received $14.4 million in state capital funds, and
was appropriated an additional $850,000 in the June 2008 capital bill. Also
in Cincinnati, the Contemporary Arts Center announced it would lay off three
full-time employees and one part-time employee. The staff cuts were part of
a second round of budget reductions made since September, as the
museum faces likely shortfalls in projected revenue and private
contributions. The Contemporary Arts Center’s signature building, designed
by Zaha Hadid, opened in 2003 and received $5.5 million in state capital
funds.
The National Underground Railroad Freedom
Center announced 17 layoffs as part of a 30
percent budget reduction. There has been another change in scope for the RiverSouth project,
with state funds now being directed to improvements in Columbus’
Bicentennial Park. Funds of $1 million, appropriated several years ago for
the 20-acre RiverSouth area of downtown Columbus, initially were expected to help build a 200-seat black box theater in
the district, to be managed by the Columbus Performing Arts Association. Recent conversations with the Columbus
Downtown Development Corporation, who will serve as the project manager on behalf of the project sponsor—the city of
Columbus, described a revised project scope of site improvements for a public art project. Plans now call for the state
capital appropriation to help fund construction of a permanent stage and band shell in Bicentennial Park. The park
anchors one end of the city’s Scioto Mile project, which will create a signature riverfront park in the heart of downtown
Columbus. The local sponsor has begun submitting some project details for assessment by Commission staff.
Fourteen cultural facilities projects are in assessment by Commission staff for likely placement on the
Commission’s first quarter meeting of 2009. The slate of projects includes two cultural facilities projects that will be
343
recommended to enter into a Memorandum of Understanding agreement with the Commission, setting the stage for full
Commission approval at a future meeting. Commission Chairman Otto Budig will meet with the Commission management
team January 13 to set the agenda for the February 5 Commission meeting. Commission meeting briefing books will be
sent out in mid-January.
ITEMS OF INTEREST
Amid declining state revenues, Governor Strickland ordered a second round of budget cuts to state agencies in
an effort to close a $640 million budget gap. The recent cut of 5.75 percent of General Revenue Funds (GRF) will trim
$9,647 from the Commission’s operating budget, effective on January 1. The first round of budget cuts was announced on
September 30, and implemented a 4.75 percent cut to GRF, representing an $8,366 reduction for the Commission. The
combined reduction of $18,103 represents 10.2 percent of the Commission’s fiscal year 2009 GRF appropriation. The
cuts exclude debt service, non-GRF project administration funding, and non-GRF funds restricted for Riffe Center Theatre
maintenance.
STAFF NEWS
Commission staff members Kathy Fox, Barbara Witt and Tony Capaci made a site visit to the Lincoln Theatre in
Columbus in early December. The theater restoration project received an appropriation of $350,000 in the December
2006 capital bill, and is expected to appear on the Commission’s upcoming February meeting agenda seeking a
Memorandum of Understanding for the project. Built in 1928-29, the theater in its heyday hosted performances by jazz
legends including Count Basie, Duke Ellington, Miles Davis, Etta James and Nancy Wilson. When the Lincoln reopens in
spring 2009, it will house a 574-seat theater, second floor ballroom/event space, third floor offices and studios for the
Jazz Arts Group’s Jazz Academy, new lobby and concessions, new back stage facilities and green rooms, and street-
level retail and office space.
Thursday, February 5, 2009 (at the Commission office, starting time TBA)

Anthony Perry, Office of Budget and Management
344
Tony Capaci
From: Jessica Fagan
To: OCFC; Brian Hoffmeister (brian_hoffmeister@lsc.state.oh.us); Joel P. O'Connell; Anthony
Perry; Kimberly Eckhart
Subject: October monthly report
Below please find the monthly report for October; please let me know if you have any questions.

October 2008
COMMISSION NEWS
The Commission reimbursed ten local project sponsors totaling just over $742,000 on paid invoices during the
month of October. The total amount reimbursed includes:
$237,001 Akron Art Museum

$8,132 Jamestown Opera House
$7,995 Midland Theatre
$18,359 Riverbend Music Center
345
PROJECT NEWS
COSI Toledo celebrated an election-night victory on November 4, as the

science museum’s third levy attempt was passed by Lucas County
voters. The 0.17-mill, five-year levy will provide COSI Toledo with $1.5 million
in operating funds annually. Museum officials had predicted that heavy voter
turnout for the presidential election would provide a more accurate barometer of
the community’s support for the facility, and unofficial vote totals the day after
the election—with all precincts reporting—showed the levy passed by more
than 11,000 votes. COSI Toledo representatives indicate they plan to reopen
the museum in fall 2009 with a new name, updated exhibits, and free Saturday
admissions for children living in Lucas County. The state has invested more
than $10.8 million in COSI Toledo, and approximately $1 million remains
available for the facility from prior capital appropriations.
The Fort Piqua Hotel held grand reopening celebrations in October

following a $20-million renovation. Thousands of visitors attended the
ceremonies marking the adaptive reuse of the historic former hotel into a new
community space housing the Flesh Public Library, a banquet and conference
center, a restaurant, and a coffee shop. The project received a $200,000 state
capital appropriation, which was approved by the Commission at its March
2008 meeting. The state capital funds will be used to create permanent display
space at the Flesh Public Library for rotating exhibitions on local history. The
project will create 40 display cases, interpretive signs and an exhibition area for interpreting local history through the
library’s extensive collection of art and artifacts. Legal agreements between the Commission and the library are expected
to be executed by February 2009, due to a deadline extension granted by the Commission in July.
The president and CEO of the Victoria Theatre Association announced her resignation on September 30. The
association operates the Schuster Performing Arts Center and two other venues in Dayton; the Schuster Center has
received a total of $30.75 million in state capital funds through the Commission. Dione Kennedy announced she will
resign her position, effective at the end of November, to take a similar position in Fort Worth, Texas. Kennedy stated she
was recruited for the position, and had not been looking for new employment. The Victoria Theatre Association recently
announced a projected 3.1% operating loss for fiscal year 2008 and a resulting staff reduction for fiscal year 2009.
Meanwhile, Stambaugh Auditorium in Youngstown announced it

has hired a new executive director. Philip Cannatti took the helm on
October 8, and has been an active member of the theater’s volunteer
fundraising committee, the Stambaugh Pillars, since 2005. Cannatti
most recently served as an account manager with Youngstown’s
Cumulus Broadcasting, and indicated his deep community roots and
local ties will allow his to be an effective ambassador for Stambaugh.
The director position at the theater has been open since May 2007,
when the previous director of six months resigned.
The executive director of the King Arts Complex in Columbus

has been awarded the Arts Freedom Award for 2008 from the
South Side Settlement House. Dr. Barbara Nicholson will share the
award with Larry James, president of the King Arts Complex board
since 1987. The pair has developed the King Arts Complex, a multi-
arts facility on the city’s Near East Side, into a community
cornerstone. Dr. Nicholson recently announced that she will transition
from the organization’s executive director into a part-time advisory
role, extracting herself from day-to-day administration in order to seek
national grants and serve in a broader capacity. Nicholson will also serve as a liaison to the nearby Lincoln Theatre,
currently undergoing renovations. The King Arts Complex recently received an $861,000 appropriation in the June 2008
capital bill, and shared a $500,000 appropriation with the Lincoln Theatre in the December 2006 capital bill. The
Commission previously approved the 2006 appropriation and will be asked to approve the 2008 appropriation at its
November 18 meeting.
The Renaissance Theatre has started construction on its $5-million expansion project. The project has $1.85
million in state capital appropriations, and the project and expenditure of funds were approved by the Commission at its
346
July 2008 meeting. Theater officials have not yet executed the required legal agreements with the Commission, the
deadline for which is the date of the February 2009 Commission meeting. The Renaissance’s expansion project will add a
variety of patron and administrative spaces, including new restrooms and an elevator for ADA compliance, a loading dock,
an expanded box office, an HVAC system, administrative offices, a music library, a conference room, and new
entranceways.
Representatives of the Johnny Appleseed Heritage Center submitted a report to Commission staff in October
summarizing the organization’s programming activities from the summer performance season, as well as a fundraising
plan to retire their accumulated operating debt. The report indicated that the organization’s financial statements for the
fiscal year ending in October 2008 would reflect a debt reduction of $500,000; however, no financial information was
included with the report. Further, the viability of the fundraising plan submitted has yet to be fully assessed by
Commission staff. Separately, officials at Central Ohio Technical College, who toured the amphitheater in July to explore
the possibility of responding to the Commission’s search for a new manager for the facility, have declined to submit a
proposal at this time due to record student enrollment at the two-year college and the time commitments to establish their
new branch campus in Mt. Vernon. Commission staff will provide additional updates and recommendations at the
November 18 Commission meeting.
The Voice of America Museum has not made any progress on clearing up title issues, preventing the
Commission from entering into the required legal agreements with the museum and proceeding with reimbursement.
The museum’s restoration project was approved by the Commission at its July 2008 meeting, and is to be reimbursed
utilizing $1.025 million in state capital appropriations. Several issues currently stand in the way of obtaining a clean title
opinion on the property, due to the fact that the property was previously owned by the federal government and later gifted
to West Chester Township. Clean title is required in order to execute legal agreements, the deadline for which is the
Commission’s February 2009 meeting. Commission staff is concerned the issues could take significant time to clear up,
and consequently has prompted the museum staff several times about the matter. Commission staff has also encouraged
the museum to contact its representatives in the General Assembly for assistance in dealing with the matter at the federal
level. The Voice of America Museum received an additional appropriation of $500,000 in the June 2008 capital bill.
Commission Executive Director Kathy Fox and Associate Project Manager Bernard Cason participated in a
successful conference call regarding the Cedar Bog Nature Preserve Education Center on October 31. The
improvements project at Cedar Bog has several interested parties who participated in the call, including the Ohio
Historical Society, the Cedar Bog Association, and the Friends of Cedar Bog. The three organizations, as well as the
Commission, have been working cooperatively to move the project forward. The state has made prior appropriations to
Cedar Bog through the Ohio Historical Society in the amount of $1.05 million, and recently appropriated an additional
$50,000 in the June 2008 capital bill. At the request of State Senator Keith Faber, all parties have agreed that the Ohio
Historical Society will administer the capital improvements to be made with the most recent appropriation, but only under
the oversight of the Cedar Bog Association, which has a management agreement with the Ohio Historical Society to
manage the facility’s daily operations. The conference call established protocols for communications and reporting
between OHS, the Cedar Bog Association, and the Friends of Cedar Bog. The new appropriation will be used for several
improvements to the education center, including installation of solar panels and construction of an observation deck. The
improvements are expected to be complete in early December.
Commission staff members made two site visits in October. Project Manager LeeAnne Woods and Associate Project
Analyst Jillian Burner traveled to Lucas County on October 28 to visit the site of the new sports arena currently under
construction. The Lucas County Arena project has $7.7 million in state capital appropriations and has a memorandum of
understanding with the Commission, which outlines conditions that must be met by the county before the project can
receive final Commission approval. On October 27, nine Commission staff members visited Huntington Park in Columbus
and received a guided tour of the new minor league baseball stadium by Columbus Clippers General Manager Ken
Schnacke. Huntington Park received Commission approval in March, and has a $7 million capital appropriation. The ball
park will open in April 2009.
Six cultural facilities projects and one project of the Ohio Historical Society are tentatively set to appear before
the Commission at its upcoming November 18 meeting. The meeting agenda also will include updates on the status
of the Johnny Appleseed Heritage Center and COSI Toledo, as well as ratification of the Commission’s operating budget
request and authorization of the forthcoming bond issue.
ITEMS OF INTEREST
During the Commission’s July 2008 meeting, Commission member David Wilhelm requested statistics on the
distribution of state capital funds for Commission projects among Ohio’s Appalachian and non-Appalachian
347
counties. Throughout the history of project assignments to the Commission, a total of 97 projects have been appropriated
$23.7 million in Ohio’s 29-county Appalachian region, which represents 5% of total appropriations overseen by the
Commission. A total of 476 projects have been appropriated $454.9 million in non-Appalachian counties, representing
approximately 94% of the capital appropriations overseen by the Commission. A separate grouping of 19 multi-county
appropriations totals $7.4 million, and represents 1.5% of the Commission’s total capital appropriations. Some of these
multi-county appropriations may have benefitted Appalachian counties. A county-by-county breakdown of all community
capital projects obtained for the December 2006 capital bill, regardless of funding agency, shows $8.8 million in
appropriations for projects in 21 of 29 Appalachian counties, and $112.7 million for projects in non-Appalachian
counties. All of these numbers are exclusive of funding for the state performing arts center constructed in Cincinnati, the
Aronoff Center, which received $40 million in state capital appropriations and is owned by the state of Ohio.
Tuesday, November 18, 2008 10:00 AM at the Commission office


348
Tony Capaci
To: Tony Capaci
Subject: RE: financial statements, extranet
Tony,
I do not have the Username and Password. Your Assistance would be greatly appreciated.

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
349
Tony Capaci
To: Tony Capaci
Subject: Fw: financial statements
Tony,
Being the new guy to the Freedom Center, Can you provide me with the address for the On-line Registration Form?
Should I be using the Ohio Business Gateway?

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
----- Forwarded by Benjamin Reece/NURFC on 10/20/2008 11:14 AM -----
Gary Dowdell/NURFC To "Tony Capaci" <tcapaci@culture.ohio.gov>
cc Benjamin Reece/NURFC@Nurfc
10/15/2008 01:39 PM Subject
Re: financial statements Link
Tony,
Understand. For future references, pls send correspondence like this to Ben Reece our new Comptroller, as well. Hope all
is well in Columbus. I'll also give you a call next week just to touch base on the requirements. Thx.
Gary
"Tony Capaci" <tcapaci@culture.ohio.gov> To <GTurk@nurfc.org>, <GDowdell@nurfc.org>

cc
10/15/2008 11:56 AM Subject financial statements
George, Gary,
I know you have until 11/1/08 to submit materials but if you could send me the financial statements earlier it would be
extremely helpful. The workload is trem endous and I want to make sure to get you into the schedule.
Let me know,
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
350
Fax: 614-752-2775
351
Tony Capaci
Sent: Monday, September 22, 2008 11:39 AM
To: Tony Capaci
Subject: Projects list for Feb. 2009 Meeting
TC:
Below are a list of projects that need letters for the February 2009 Commission meeting. Please review the list
to ensure the project names and contact person. There are a few without a contact person. Can you indicate who
I should address the letters to for those without?
Project Name: Contact Person:

National Underground Railroad Freedom Center George Turk
The Western Reserve Fire Museum and Education Center
Moreland Theatre John Hopkins
Mount Vernon Nazarene University Art and Education Center
Pro Football Hall of Fame William Allen
Cincinnati Ballet Center Craig Lattarulo
Massillon Museum Christine Shearer
Lincoln Theatre Todd Bemis
Gallia County Historical Genealogical Society Alice Giles
Stambaugh Auditorium Doug Wittenhauer

Nicole Cheatham
Project Analyst
Telephone: 614‐728‐8925
Fax: 614‐752‐2775
e‐mail: ncheatham@culture.ohio.gov

352
Tony Capaci
From: Myra La Cava
Sent: Wednesday, September 03, 2008 11:25 AM
To: Tony Capaci
Subject: RE: NURFC Escrow account
Tony,

It would have to be at the end of the quarter (September). We would not before then. Actually the way OBM posts
interest it might be the middle of October or later.

I can let you know after the interest is posted and the allocations made and then you can pass the information on to
NURFC, OK?

From: Tony Capaci
Sent: Tuesday, September 02, 2008 10:10 AM
To: Myra La Cava
Subject: FW: NURFC Escrow account
Myra,
Nurfc would like a statement on their escrow account for 8/31/08. Is that possible or should we wait for a quarter to
end?
Let me know,
Thanks,

To: Tony Capaci
Subject: NURFC Escrow account
Mr. Capaci,
Would it be possible for the Freedom Center to receive a statement for the month ended August 31, 2008 for the escrow
account associated with our current funding agreements?
Thank you,
Ben
353
Tony Capaci
From: Jessica Fagan
Sent: Monday, August 11, 2008 4:10 PM
To: Brian_Hoffmeister@LSC.STATE.OH.US; Joel P. O'Connell; Elena Lazarevska
(Elena.Lazarevska@obm.state.oh.us); OCFC
Subject: July 2008 Monthly Report
Below please find our monthly report for July; please let me know if you have any questions or need additional
information.

July 2008
COMMISSION NEWS
Commission member Adam Brandt was elected to serve as Secretary/Treasurer by

the Commission at its July 29 meeting. Mr. Brandt replaces Cynthia Thompson, who
recently resigned from the Commission and had served as Secretary/Treasurer since
March. Mr. Brandt has been a Commission member since 2005, and is an attorney with
Vorys, Sater, Seymour and Pease LLP in Columbus.
The Commission approved the expenditure of funds for four projects during its
July 29 meeting: the Renaissance Theatre, the Voice of America Museum, the
Westcott House, and the Cincinnati Museum Center. The appropriation amounts
approved for these projects total $4.95 million. In addition, the Commission approved
entering into a Memorandum of Understanding with Lucas County for the Lucas County
Multi-Purpose Sports Arena, and established the estimated initial cost of construction for
the project at approximately $104 million, and the corresponding maximum state share at
approximately $15.6 million. The project has current state appropriations totaling $7.7
million. The arena will appear at a future Commission meeting to obtain full Commission
approval for the project and for the expenditure of state funds.
In other actions, the Commission authorized the delegation of its approval authority to the
executive director for a slate of 16 cultural and state historical projects with appropriations
of $50,000 or less from the recent capital bill, Am. Sub. H.B. 562. The Commission is
permitted to delegate its authority for such projects through an amendment to the statute
that occurred in the December 2006 capital bill. The change is intended to provide for
more efficient administration of smaller projects. The Commission also approved a
resolution to concur with the refinancing of a portion of the Commission’s 1997 Sports
Projects receiving full Facilities Bonds, authorizing the executive director to work with the Treasurer of State and
Commission approval on
July 29 (from top): Renaissance Ohio Public Facilities Commission to issue Treasurer of State refunding bonds, and
Theatre, Voice of America delegating execution of the required documents and agreements for the refunding bonds.
Museum, Westcott House, and
Cincinnati Museum Center. Commission Project Manager LeeAnne Woods provided updates on the status of
COSI Toledo. As previously noted in the monthly report, the city of Toledo signed a lease
354
amendment and has assumed responsibility for the facility through the end of 2008, including a provision for insurance,
security and utilities payments; and COSI signed a settlement agreement, which ensures the title to COSI’s exhibits rests
with the Commission in the event that COSI is not able to reopen. Ms. Woods also reported that COSI Toledo has
successfully raised $200,000 toward a $250,000 goal to finance a third levy campaign. The museum will make its
presentation to the citizen’s levy review committee on August 6, after which the committee will make its recommendation
to the Lucas County Commissioners. The Commissioners have until 4:00 p.m. on August 21 to decide which issues to
include on the November ballot.
Executive Director Fox reported on the Johnny Appleseed Heritage Center (JAHCI), including its current
programming and fundraising efforts, and a tour of the facility taken by representatives of Central Ohio Technical
College (COTC). Director Fox and Commission Project Analyst Bernard Cason met with COTC officials at the
amphitheater site on July 18. COTC has indicated it may be interested in renting the site for special programs, or possibly
becoming more involved in a partnership or management role. COTC attendees, which included Dr. Bonnie L. Coe,
President, and David Brillhart, Vice President of Business and Finance, remarked on the impressive facility, and indicated
they will discuss possibilities for involvement with COTC staff over the next several weeks. Ms. Fox reported that a
number of JAHCI board members were present for the tour and that, while they turned a profit on a single event for the
first time in their operating history, they have not begun any fundraising to retire their accumulated operating debt. Ms.
Fox also reported that JAHCI’s 2008 program schedule includes 17 events, which represents approximately three times
the number of programs in 2006, and four times the number of programs in 2007.
The Commission reimbursed eight local project sponsors totaling just over $1 million on paid invoices during the
month of July. The total amount reimbursed includes:
$64,610 Eulett Education Center

$30,415 County Line Historical Society
$32,237 Montgomery County Historical Society
$2,737 Nelson T. Gant Historic Homestead
$141,000 Riverbend Pavilion
PROJECT NEWS
Commission staff successfully completed the execution of legal documents with the National Underground
Railroad Freedom Center on July 28. The project received Commission approval in November for a $2 million
appropriation; however, the approval was given on condition that the Commission secure an extended leasehold interest
in the facility and a corresponding subordination agreement with the bank, adding a measure of security for the state’s
investment in light of the Freedom Center’s operating challenges. Commission staff worked with Freedom Center
representatives to extend the Commission’s lease and to obtain the necessary subordination agreement with the
museum’s bank, providing the Commission with first lien position on the building. A check for $2 million, cut in June and
held in escrow pending execution of legal agreements, was subsequently released to the Freedom Center. The museum
received a new appropriation for $850,000 in the most recent capital bill, Am. Sub. H.B. 562.
Legal agreements between the Commission and Marion Palace Theatre were executed on schedule on
July 28; however, Commission staff is still unable to begin reimbursements on the project due to unmet
resolution requirements. The project received Commission approval in August 2007, subject to certain
conditions. One of those conditions is that Marion Palace engage the services of an accountant to perform a
number of functions, including tracking of monthly project costs, providing a control system to ensure project cost
containment, tracking of monthly pledges and other funding sources, and processing of invoices to the
Commission. Financial materials submitted to Commission staff on July 10 indicate that all such functions are still
being performed by Palace Theatre staff, rather than an accountant. Commission project services staff continues
to work with theater representatives to resolve the issue in an effort to begin processing reimbursement
payments.
A capital appropriation for the Canal Winchester Area Historical Society, made by the 126th General Assembly in
the December 2006 capital bill, has been redirected to the city of Westerville’s Parks and Recreation Department.
The change was requested by Rep. Larry Flowers, of the 19th District, and handled through the June 2008 capital bill. The
$125,000 appropriation will be utilized by the city of Westerville for a Firefighter’s Memorial and First Responder Park.
355
The project assessment process is underway for the Commission’s upcoming November meeting. Fourteen
cultural facility projects are currently undergoing assessment, and an additional six projects delegated to the executive
director for approval are also being assessed. Although being part of the current assessment cycle does not necessarily
guarantee each project’s placement on the next Commission meeting agenda, the Commission project services staff is
working with local sponsors with the goal of recommending placement on the November 18 meeting agenda, or a meeting
agenda in the near future. Meeting agendas are determined by the Commission Chairman.
ITEMS OF INTEREST
Commission staff will be required to submit a budget request in September for fiscal years 2010 and 2011. Due to
statewide budget cuts, all state agencies are being limited in what they are permitted to ask for in their budget requests. A
new budget preparation module of the state accounting system, OAKS, is being utilized for the first time for this budget
preparation cycle. Assistant Director Dave Wartel and Fiscal Office Myra LaCava have undergone training and will be
preparing the staff’s budget submittal using this new system. Any future updates will be provided in the monthly report,
and a request for Commission ratification of the budget submittal will be presented at the next Commission meeting in
November.
The amendments to the financing lease with the Ohio Public Facilities Commission to accommodate projects
utilizing Federal tax credits were approved at the OPFC meeting on July 8. The OPFC delegated to its Secretary the
authority to finalize a change to the indemnification language, which is still in negotiation between OPFC and the Attorney
General’s Office. This change is intended to reconcile the financing lease indemnification language with a formal opinion
from the Attorney General that describes limitations on indemnification by state and local governmental entities in Ohio.
STAFF NEWS
Bernard Cason has been promoted from a project analyst to associate project manager. In this new role, Bernard
will handle many project manager responsibilities, including serving as project manager for all Ohio Historical Society
projects, many delegation projects, and others. Bernard has worked for the Commission since March 2007.

Elena Lazarevska, Office of Budget and Management
356
Tony Capaci
From: Jessica Fagan
Sent: Thursday, July 31, 2008 1:11 PM
To: Tony Capaci
Subject: RE: NURFC blurb
Thanks!

From: Tony Capaci
To: Jessica Fagan

Jessica,
The blurb is terrific (as always)You might want to consider: It is the subordination agreement in conjunction with the
extended lease which adds the extra measure of security.
Thanks,
Tony
From: Jessica Fagan
To: Tony Capaci
Subject: NURFC blurb

Tony, here is the NURFC blurb for the monthly report. Can you review it before you leave for vacation? Thanks!

Commission staff successfully completed the execution of legal documents with the National Underground Railroad
Freedom Center on July 28. The project received Commission approval in November for a $2 million appropriation;
however, the approval was given on condition that the Commission secure an extended leasehold interest in the facility
and a corresponding subordination agreement with the bank, adding a measure of security for the state’s investment in
light of the Freedom Center’s operating challenges. Commission staff worked with Freedom Center representatives to
extend the Commission’s lease and to obtain the necessary subordination agreement with the museum’s bank,
providing the Commission with first lien position on the building. A check for $2 million, cut in June and held in escrow
pending execution of legal agreements, was subsequently released to the Freedom Center. The museum received a new
appropriation for $850,000 in the most recent capital bill, Am. Sub. H.B. 562.

Jessica Fagan
Communications Manager
Tel: 614-752-2770
Fax: 614-752-2775
e-mail: jfagan@culture.ohio.gov
the Ohio General Assembly and Governor for community cultural facility projects including nonprofit theaters, museums, historical sites, and publicly
owned professional sports venues. Please visit www.culture.ohio.gov or call 614-752-2770 for more information on the Commission or to learn how we
357
Tony Capaci
From: Jessica Fagan
To: Tony Capaci

however, the approval was given on condition that the Commission secure an extended leasehold interest in the facility,
adding a measure of security for the state’s investment in light of the Freedom Center’s operating challenges.
Commission staff worked with Freedom Center representatives to extend the Commission’s lease and to obtain the
necessary subordination agreement with the museum’s bank, providing the Commission with first lien position on the
building. A check for $2 million, cut in June and held in escrow pending execution of legal agreements, was subsequently
released to the Freedom Center. The museum received a new appropriation for $850,000 in the most recent capital bill,
Am. Sub. H.B. 562.

Jessica Fagan
Tel: 614-752-2770
Fax: 614-752-2775
358
Tony Capaci
To: Tony Capaci
Subject: Re: extension to sign legal docs runs out Tuesday
Importance: High
I spoke with Kathy this afternoon about this. I also spoke briefly with the lead banker who is on vacation. He had been
under the impression that he would have received the documents before he went on vacation. He is in town and will
return to his office to review the documents. It is my understanding that we received documents prior to his going on
vacation so that they could have been processed quickly, but the original documents we received had error and had to be
returned for correction. I signed the corrected documents as soon as I received them.
The lead bank group will sign these documents by Friday and we will get them to you either late on Friday or first thing
Monday morning.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712
"Tony Capaci" <tcapaci@culture.ohio.gov> To <DMurphy@nurfc.org>

cc "Barbara Witt" <bwitt@culture.ohio.gov>, "Kathy Fox" <KFox@culture.ohio.gov>
07/23/2008 03:21 PM Subject extension to sign legal docs runs out tuesday
Don,
I received your email regarding Gary being out until tomorrow. I want to communicate to you the Commission’s extension to sign
legal docs runs out this Tuesday. Could you kindly get them signed and over night them to me. I did not anticipate asking the
Commission for another extension and I am not sure we would get another one if requested.
Let me know.
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
361
Tony Capaci
Sent: Tuesday, July 22, 2008 3:21 PM
To: Tony Capaci
Cc: GDowdell@nurfc.org; Kathy Fox; Barbara Witt
Subject: Re: NURFC legal Docs
Tony
Gary is out until Thursday. I will get an update for you by then or earlier if possible.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712
To: <DMurphy@nurfc.org>, <GDowdell@nurfc.org>

Date: 07/22/2008 08:47AM
cc: "Kathy Fox" <KFox@culture.ohio.gov>, "Barbara Witt" <bwitt@culture.ohio.gov>
Subject: NURFC legal Docs
Don, Gary,
I have not heard anything regarding the signing of legal documents and was wondering what the status is.
Let me know.
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
362
363
Tony Capaci
From: NHamilton@nurfc.org
To: Tony Capaci
Subject: RE: NURFC legal docs
Thanks, I will look for them tomorrow.
Nicole L. Hamilton
50 East Freedom Way
Phone: 513.333.7516
Fax: 513.333.7712
nhamilton@nurfc.org
www.freedomcenter.org
364
Tony Capaci
To: Tony Capaci
Tony,
Gary asked me to follow-up with you on the documents, they didn't arrive on July 4th. Can we track them?
Nicole L. Hamilton
50 East Freedom Way
Phone: 513.333.7516
Fax: 513.333.7712
nhamilton@nurfc.org
365
Tony Capaci
To: Tony Capaci
Will do!
Thanks!
Nicole L. Hamilton
50 East Freedom Way
Phone: 513.333.7516
Fax: 513.333.7712
nhamilton@nurfc.org
366
Tony Capaci
To: Tony Capaci
Tony, we did received some docs from you on Tuesday of this week, should Don still sign off on those?
The memo was dated June 30th.
Nicole L. Hamilton
50 East Freedom Way
Phone: 513.333.7516
Fax: 513.333.7712
nhamilton@nurfc.org
367
Tony Capaci
Cc: Tony Capaci
Subject: Re: NURFC legal docs
Importance: High
Hello Tony,
Yes, we will be able to recieve packages tomorrow.
Thanks,
Nicole L. Hamilton
50 East Freedom Way
Phone: 513.333.7516
Fax: 513.333.7712
nhamilton@nurfc.org
Don Murphy/NURFC To "Tony Capaci" <tcapaci@culture.ohio.gov>

cc Nicole Hamilton/NURFC@Nurfc
07/03/2008 11:49 AM Subject
Re: NURFC legal docs Link
Tony
Our administrative offices are closed tomorrow. But the museum is open. I will check to see if we can receive it at the
front desk of the museum and get back to you.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712

Date: 07/03/2008 09:40AM
368
cc: "Kathy Fox" <KFox@culture.ohio.gov>, "Barbara Witt" <bwitt@culture.ohio.gov>, "Bernard Cason"
<bcason@culture.ohio.gov>
Subject: NURFC legal docs
Don, Gary,
We are sending you six copies each of the Second Amendment to the Base Lease, Memorandum of Lease, First
Amendment to the Construction Administration Funding Agreement, Supplemental Subordination Agreement, and the
Cooperative Use Agreement. We will overnight the package. Will there be someone available tomorrow to receive it?
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
369
Tony Capaci
Sent: Thursday, July 03, 2008 11:54 AM
To: Tony Capaci
Cc: NHamilton@nurfc.org
Tony
Our administrative offices are closed tomorrow. But the museum is open. I will check to see if we can
receive it at the front desk of the museum and get back to you.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712

Date: 07/03/2008 09:40AM
Don, Gary,
Amendment to the Construction Administration Funding Agreement, Supplemental Subordination Agreement,
and the Cooperative Use Agreement. We will overnight the package. Will there be someone available
tomorrow to receive it?
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
370
371
Tony Capaci
From: Kathy Fox
Sent: Friday, June 13, 2008 11:50 AM
To: George R. Oberer Sr
Cc: Jessica Fagan; Tony Capaci; Barbara Witt; Bernard Cason
Subject: RE: The Enquirer - What's future for Freedom Center?
Thanks George! We appreciate your continued interest as an emeritus Commission Member. I will forward this to our
project team working on the Freedom Center.
Best,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

From: George R. Oberer Sr [mailto:grosr@oberer.com]
To: Kathy Fox
Subject: The Enquirer - What's future for Freedom Center?
Good Morning Kathy, I thought you would find interesting.
George
http://news.enquirer.com/apps/pbcs.dll/article?AID=/20080613/NEWS0108/306130054
385
Tony Capaci
From: Jessica Fagan
To: OCFC; Elena Lazarevska (Elena.Lazarevska@obm.state.oh.us);
Brian Hoffmeister@LSC.STATE.OH.US; Joel P. O'Connell
Subject: May 2008 Monthly Report to the Commission
Below please find our monthly report for May; please let me know if you have any questions or would like additional
information.

May 2008
COMMISSION NEWS
The Commission approved the expenditure of funds for eight projects at its
second quarter meeting on May 20, 2008. The Packard Music Hall, Beck Center for
the Arts, Powers Auditorium, Ukrainian Museum-Archives, Lake County Historical
Society, COSI Columbus, Marina District Riverwalk, and Symmes Township Historical
Society all received approvals. The Commission authorized entering into a
Memorandum of Understanding with the Renaissance Theatre, which outlines the
specific additional steps needed for Commission approval for release of state bond
funds. The Commission approved resolutions extending the time periods to complete
the execution of legal agreements for two projects: Marion Palace Theatre and the
National Underground Railroad Freedom Center. The Commission also approved a
revised legal agreement—the Cultural Project Cooperative Use Agreement—which
incorporates construction administration and funding information into the cooperative
use agreement, in order to streamline the execution of legal documents. The
Commission took action to approve a revised employee handbook, and authorized
adding another project to the list of those projects delegated for approval to the
Commission executive director.
Executive Director Kathy Fox recapped the Commission’s recent request to

Commission staff to identify management alternatives for the Johnny Appleseed
amphitheater, and reported that one response to its request for proposals had been
Projects approved at the May 20 received to date. The staff has extended the deadline for proposals, and will continue
Commission meeting, pictured from
top to bottom: Ross Log House to update the Commission on a regular basis.
(Hamilton County); Powers
Auditorium (Mahoning County); Project Manager LeeAnne Woods provided a status report on COSI Toledo,
COSI Columbus (Franklin County); which closed on December 31. Ms. Woods described the Commission staff’s action
and Lake County Historical Society.
plan, in which the staff had outlined “triggering events” that would cause the
Commission to act immediately to secure the state’s investment in the facility. The
staff had been negotiating to execute a Settlement Agreement with COSI Toledo,
386
which would transfer title to the exhibits to the Commission. In return for transferring title to the exhibits, the Commission
would release COSI from further obligations under the Cooperative Use Agreement and agree to transfer back title in the
event the museum reopens. The action plan called for the execution of the settlement agreement by May 30, and outlined
an alternative plan if the settlement agreement was not executed, in which the Commission would proceed with
terminating the Cooperative Use Agreement and work with the Attorney General’s office to initiate legal action.
Since the Commission meeting on May 20, the Commission staff issued a notice of default to COSI Toledo when a signed
settlement agreement had not been received by May 30. Subsequent to the notice of default being issued, COSI Toledo
Board Chairman David Waterman indicated that the settlement agreement is likely to be approved at a COSI Toledo
board meeting scheduled for June 9. Separately, the staff was also notified by the city of Toledo that the Mayor intends to
sign the lease amendment, which has been months in negotiation, that will outline the city’s commitments to protect and
insure the museum while closed to the public. City Council must approve the document, which is planned for the June 17
Council meeting. Plans to put a third levy issue on the ballot in November are still under consideration in the Toledo
community. Reopening of the facility is contingent upon passage of a levy.
The Commission reimbursed 12 local project sponsors totaling more than $680,000 on paid invoices during the
month of May. The total amount reimbursed includes:
$18,743 Bradford Ohio Railroad Museum

$13,457 Butler Palace Theatre
$229,200 Cleveland Institute of Music
$26,418 Ohio Historical Society – Emergency Repairs
$59,575 Strongsville Historic Building
$24,905 Trumbull County Historical Society
$5,750 West Salem Opera House
PROJECT NEWS
The Akron Civic Theatre will receive a $70,000 grant from the Summit County Port Authority. Akron Civic officials
say the funds will go towards theater operations. Theater officials have been working to negotiate settlements with
creditors and have restructured loans with the port authority and the city of Akron in an effort to erase the theater’s debts.
According to a story in the Akron Beacon Journal, Ralph Palmisano, board chair for the Civic, says the board is very close
to stabilizing the theater’s operations.
Marion Palace Theatre appears to be moving closer to being able to execute legal agreements with the
Commission. The Marion County Port Authority has authorized the issuance of bonds and a new bank, United Bank, is
currently drawing up loan paperwork that will cover the cash flow needs of the project. A written commitment from the
bank is also forthcoming, stating it will take second position to the Commission’s lien on the property. The Commission
has received the written cancellation requested last month from the previous bank, cancelling its lien on the property and
the loan originally drawn up for the project. Commission staff anticipates that legal agreements can be executed in the
coming weeks following the completion of the loan documents.
Work has begun on the new McConnell Arts Center of Worthington in Franklin County. The project received a
$250,000 appropriation in Am. Sub. H.B. 699 of the 126th General Assembly, and is likely to receive an additional
$475,000 in the capital bill currently under deliberation. The $5.9-million project will add 4,500 square feet to an existing
20,000 square foot building, which was originally a school constructed in 1915. The arts center will offer classroom, studio
and exhibition space, as well as a 220-seat auditorium.
The Cedar Bog Nature Preserve Education Center will begin moving forward with construction. During the 2007
fiscal year, the Ohio Historical Society worked with a local advisory group to design the education center. The project
experienced delays, however, when OHS included Cedar Bog among the list of sites the Society wanted to turn over
management to local organizations. The Commission recently received the required written commitment from the Friends
of Cedar Bog to contribute $4,000 annually to the maintenance and operation of the site, adding to OHS’s $8,000 annual
commitment. While the state of Ohio will continue to own the site, the day-to-day management will be handled through a
management agreement between OHS and the Cedar Bog Association. The education center is expected to be complete
387
in December 2008. Cedar Bog is located in Champaign County, and is designated by the U.S. Department of the Interior
as a National Natural Landmark.
The Commission received a public records request from Shannon Weber, president of the Wellston Historical
Association. The association is the local project sponsor of the Harvey Wells House restoration project, which received a
$50,000 state capital appropriation through the Commission, and was approved in 2005. The extensive request for
information related to the Harvey Wells House project was received at the Commission offices on May 1 and
acknowledged by letter on May 5. The Commission staff sent records fulfilling the request on May 30; however, other
records that may be of interest to the requester were not sent because of their voluminous nature. The requester was
provided with an estimated cost to copy and ship the records, if desired. The recovery of such costs is permitted under
Ohio’s public records law.
Eleven projects are currently undergoing assessment by Commission project services staff. Seven cultural
facilities projects are in assessment for the Commission’s upcoming July meeting, as well as one sports facility project.
Three projects delegated to the executive director for approval are also under assessment. Commission management will
meet with Chairman Budig in early July to set the draft agenda for the July 29 meeting, and meeting notebooks will be
delivered to Commission Members three weeks prior to the meeting.
ITEMS OF INTEREST
The 2009-2010 capital bill is under deliberation in the General Assembly, but differences in the House and Senate
versions of the bill will send it to conference committee in early June. An additional session day has been confirmed
for June 10, indicating the bill may be voted on then and passed on to Governor Strickland for his signature. Am. Sub.
H.B. 562 as passed by the Senate includes 108 line items assigned to the Commission, for a total of $43.7 million.
Approximately 60 of the 108 line items are for projects or organizations that are new to the Commission, while the
remaining line items are for organizations the Commission has worked with previously, and for several projects of the
Ohio Historical Society.
STAFF NEWS
Commission Communications Manager Jessica Fagan presented at the 2008 Preservation and Revitalization
Conference in Bowling Green on May 6. Sponsored by Heritage Ohio, the event included a pre-conference series of
workshops tailored to historic theater projects. Roundtable discussions included topics on marketing and ticketing, stage
lighting and sound technologies, state historic tax credits, and state funding for historic theater projects through the
Commission.
Tuesday, July 29, 2008 (starting time and location TBA)


388
Tony Capaci
Sent: Saturday, May 17, 2008 7:03 AM
To: Tony Capaci
Subject: Re: NURFC extension
Thank you Tony, this is helpful.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712
Date: 05/16/2008 10:48AM
cc: "Kathy Fox" <KFox@culture.ohio.gov>
Subject: NURFC extension
Don,
The title opinion letter is in the hands of our attorney and I just learned he has undergone surgery yesterday, so I
do not expect to have his review of a clean title opinion by Tuesday. Also, your bank and our legal agreement
attorney are still working out the details on the subordination agreement. Therefore, I do not think we will
make the May 20 th deadline and I will go forward with my backup plan to request of the Commission an
extension until July 29, 2008. I discussed the matter with Kathy and we feel your attendance at the meeting will
not be required. I will let you know how Tuesday goes, but as I have indicated, I do not foresee any problems
with getting an extension.
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
393
394
Tony Capaci
From: Griffith Jr., Stephen M. [griffith@taftlaw.com]
Sent: Wednesday, May 14, 2008 4:23 PM
To: Tony Capaci
Cc: gdowdell@nurfc.org
Subject: National Underground Railroad Freedom Center Grant
Attachments: Title Opinion to OCFC. signed (W1272231).PDF; Title Policy (W1111694).PDF; Title Policy
Endorsement (W1132024).PDF
Tony:
Attached please find this firm's opinion letter. Please let me know if it is satisfasctory to you.
Thank you.
Steve Griffith
Taft /
Stephen M. Griffith Jr. / Attorney
OSBA - Certified Specialist in Business, Commercial, and Industrial Real Property Law
Taft Stettinius & Hollister LLP
425 Walnut Street, Suite 1800
Cincinnati, Ohio 45202-3957
Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
www.taftlaw.com / griffith@taftlaw.com
Internal Revenue Service Circular 230 Disclosure: As provided for in Treasury regulations, advice (if any) relating to
federal taxes that is contained in this communication (including attachments) is not intended or written to be used, and
cannot be used, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or
recommending to another party any transaction or matter addressed herein.
This message may contain information that is attorney-client privileged, attorney work product or otherwise confidential. If
you are not an intended recipient, use and disclosure of this message are prohibited. If you received this transmission in
error, please notify the sender by reply e-mail and delete the message and any attachments.
398
Tony Capaci
From: NHamilton@nurfc.org on behalf of DMurphy@nurfc.org
Sent: Thursday, May 08, 2008 11:40 AM
To: Tony Capaci
Subject: RE: questions raised by the bank
Actually Tony, can call him directly at 513.333.7530?
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712

cc "Kathy Fox" <KFox@culture.ohio.gov>
05/08/2008 11:35 AM Subject RE: questions raised by the bank
Yes, we will call Don at 1:30 at 513 333 7516
Thanks,
Tony

To: Tony Capaci
Subject: Re: questions raised by the bank
Hi Tony,
1:30p is the best time for Don. Will you plan to call him in his office?
Thanks,
Nicole
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712
"Tony Capaci" <tcapaci@culture.ohio.gov>
To <DMurphy@nurfc.org>
05/08/2008 11:07 AM
399
Subject questions raised by the bank

Don,
Kathy and I would like to arrange a call with you to discuss questions raised by the bank regarding the subordination agreement.
We are available at 1:30; 3:00; or 4:30 PM this afternoon.
Let me know what works for you.
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
400
Tony Capaci
From: NHamilton@nurfc.org on behalf of DMurphy@nurfc.org
To: Tony Capaci
Subject: Re: questions raised by the bank
Hi Tony,
1:30p is the best time for Don. Will you plan to call him in his office?
Thanks,
Nicole
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712

05/08/2008 11:07 AM Subject questions raised by the bank
Don,
Kathy and I would like to arrange a call with you to discuss questions raised by the bank regarding the subordination agreement.
We are available at 1:30; 3:00; or 4:30 PM this afternoon.
Let me know what works for you.
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
401
Tony Capaci
To: Tony Capaci
Cc: Kathy Fox; Barbara Witt; Bernard Cason
Subject: Re: NURFC
Attachments: Supplemental Subordination Agreement - OCFC General.DOC
Importance: High
I will have this done as expeditiously as possible. Thank you, Tony.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712
Date: 04/30/2008 11:49AM
Subject: NURFC
Don,
Attached please find the Supplemental Subordination Agreement. Our attorney thought it best to create an
agreement which references the original subordination agreement which makes sense. I have reviewed the
supplemental agreement and found no reasons to make changes. Kindly have your bank review it and let me
know ASAP if there are any changes.
To re-cap the open item status at this point:
1) NURFC has copies of all agreements in their possession. (Second Amendment to Base Lease; CUA; First
amendment to CAF; Memorandum of Lease and Supplemental Subordination Agreement) OCFC is
awaiting review and NURFC signatures.
2) OCFC is awaiting the escrow check of $450K made payable to OCFC (to be delivered upon signing of
agreements)
3) OCFC is awaiting the title legal opinion letter on NURFC attorney’s letterhead. (to be delivered after last
lien is deemed invalid on May 13,2008)
4) NURFC certificate of insurance has been received and accepted.
414
5) NURFC AG registration has been received and accepted.
6) $2M of invoices validating hard costs not previously paid have been reviewed and accepted.
I believe that covers it.
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
415
Tony Capaci
To: Tony Capaci
Cc: Kathy Fox
Subject: RE: FW: subordination agreement
I don't believe there is any reluctance to reply. I spoke with the lead banker, Rick Kertz. It is the
slowness of their lawyers who I will personally light a fire under. We will have what we need by Tuesday
of next week if I have go and get it myself.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712
Date: 04/25/2008 03:37PM
Thanks Don. Let me ask you; what do you make regarding the banks reluctance to comply?
TONY


To: Tony Capaci
Cc: Kathy Fox
Subject: Re: FW: subordination agreement
I left anoher message for the attorney for the bank group. His name is John Gierl. He has yet to return
my call. I will call him continuously until I make contact. Thanks for your help.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
416
Cell: 513 503-3772
Fax: 513 333-7712
To: <dmurphy@nurfc.org>
Date: 04/25/2008 01:56PM
Subject: FW: subordination agreement
Don,
Here is a copy of the original subordination agreement should the bank have any questions.
Thanks and have a good weekend.
Tony
From: Tony Capaci

To: ' GDowdell@nurfc.org '
Subject: subordination agreement
Hi Gary,
Attached is the old subordination agreement. Let me know how you make out.
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
417
Tony Capaci
To: Tony Capaci
Cc: Kathy Fox
Attachments: NURFC Subordination Agrmt[1].doc
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712
Date: 04/25/2008 01:56PM
Don,
Tony
From: Tony Capaci

To: 'GDowdell@nurfc.org'
Hi Gary,
Thanks,
419
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
420
Tony Capaci
From: Tina Jones [tjones@sksins.com]
Sent: Tuesday, April 22, 2008 12:03 PM
To: Tony Capaci
Cc: gturk@nurfc.org
Subject: NATIO1499973.pdf
Attachments: NATIO1499973.pdf
Tony,
attached you will find the requested certificate of insurance regarding the National Underground Railroad Freedom
Center. Please review and advise of any needed changes. Call with any questions.
Thanks,
Tina M. Jones
Schiff, Kreidler-Shell
1 West 4th Street Suite 1300
Ph# 513-977-3119
Fax# 513-977-4692
tjones@sksins.com
421
Tony Capaci
Sent: Monday, April 21, 2008 10:00 AM
To: Tony Capaci
Cc: GTurk@nurfc.org; Bernard Cason; GDowdell@nurfc.org; dmurphy@nurfc.org; Kathy Fox
Subject: RE: FW: invalid AG registration
Thanks Tony.
I just renewed our insurance. I was not made aware of this requirement. I am having a hard time
understanding how after 7 months since the commission acted we have all of these last minute
outstanding issues. The bankers, for example agreed months ago to the subordination. The clear title
was just a matter of the time necessary for the claimants to respond or not respond. Why after seven
months are we hearing about an invalid AG registration? We will of coure cooperate fully, I just don't
understand how at the eleventh hour we have all these oustanding issues.
I will get together with my staff and try to sort this out as quickly as possible.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712
To: <GTurk@nurfc.org>
Date: 04/21/2008 08:31AM
cc: "Bernard Cason" <bcason@culture.ohio.gov>, <GDowdell@nurfc.org>, <dmurphy@nurf c.org>,
"Kathy Fox" <KFox@culture.ohio.gov>
Subject: RE: FW: invalid AG registration
George,
We also have another issue:
The certificate of insurance has an expiration date of 4/29/08; since it looks like the legal documents will not be signed
until May 14 or so we will need a valid certificate of insurance. Please remember we need the Treasurer of State, the
State of Ohio, the Ohio Public Facilities Commission and the Ohio Cultural Facilities Commission named as additional
insureds with a waiver of subrogation in favor of the same.
Thanks,
Tony

From: GTurk@nurfc.org [mailto:GTurk@nurfc.org]

422
To: Tony Capaci
Cc: dmurphy@nurfc.org; Kathy Fox
Subject: Re: FW: invalid AG registration
Tony I will look into and get back to you

George
"Tony Capaci" <tcapaci@culture.ohio.gov> To <GTurk@nurfc.org>

cc "Kathy Fox" <KFox@culture.ohio.gov>, <dmurphy@nurfc.org>
Subject FW: invalid AG registration
04/18/2008 04:03 PM
George,
Since Gary is out of office until 4/28 could you handle this one.
Let me know.
Thanks,
Tony
From: Tony Capaci

Cc: 'GTurk@nurfc.org'; 'dmurphy@nurfc.org'; Kathy Fox
Subject: invalid AG registration
Hi Gary,
We ran a AG Verification of Registration and it came back with “No” checked off. We ran one last November and it came
back okay so it must just be some late registration fees. Could you kindly update
the form and let me know, I will have to run another form once it is up to date.
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
423
Tony Capaci
Sent: Saturday, April 19, 2008 9:43 AM
To: Tony Capaci
Cc: Kathy Fox; Barbara Witt
Subject: Re: legal agreements
Thanks, Tony.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712
Date: 04/18/2008 04:40PM
Subject: legal agreements
Hi Don,
We sent four copies each of the legal agreements out UPS today. You should have them sometime Monday.
Please note on the Cooperative Use Agreement Exhibit C lists mortgages and liens; once I have the title
opinion and subordination agreement I will update that Exhibit.
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
424
Tony Capaci
From: Jessica Fagan
Sent: Monday, April 14, 2008 12:57 PM
To: OCFC; Brian_Hoffmeister@LSC.STATE.OH.US; Lori Payne (lpayne@ag.state.oh.us); Elena
Lazarevska (Elena.Lazarevska@obm.state.oh.us)
Subject: March 2008 Monthly Report to the Commission

Flag Status: Flagged
Below please find the monthly report to the Commission for March 2008. Please let me know if you have any
questions or need any further information.

March 2008
COMMISSION NEWS
The Commission reimbursed 12 local project sponsors totaling more than $2.4 million on paid invoices during the
month of March. The total amount reimbursed includes:

$7,286 Armory Youth Center
$25 000 Chester Academy
te of Music
t Education Center
ociety – various projects

of Fame
on
cal Society
age Opera House
PROJECT NEWS
Commission staff is extending its Request for Proposals (RFP) process for
management of the Johnny Appleseed Heritage Center. The staff continues to
identify potential qualified managers for the amphitheater and to solicit proposals from
interested applicants. Details on the RFP are available on the Commission’s Web site
at http://culture.ohio.gov.
Staff site visits conducted in March Commission staff continues to have frequent contact with COSI Toledo officials
included the Davis-Shai House (top);
the Renaissance Theatre (bottom). and representatives of the city of Toledo. The three parties have been holding
426
biweekly meetings, with Commission representatives participating by conference call, to review COSI Toledo’s financials
and cash flow projections. Current projections indicate that the remaining COSI staff could stay in the building until mid-
June. Additionally, Commission staff and legal counsel to the city of Toledo continue to work towards finalizing an
agreement that will ensure the security of the facility and its contents while it is unoccupied.
As reported here in January and at the Commission’s March 7 meeting, Marion Palace Theatre representatives
took out a $1.5-million line of credit secured by the property, which is in violation of the Memorandum of
Understanding executed with the Commission in September 2005. Three alternative solutions were offered by the
Commission staff, and theater officials were working with their bank on an arrangement in which the bank would
subordinate its first lien position to the Commission; however, Commission staff recently learned that the bank no longer
will agree to a second lien position. Commission staff participated in a conference call with a representative of the
theater, as well as Senator Larry Mumper, to discuss the other options suggested by Commission staff for moving the
project forward. As a result, the theater is pursuing guarantee agreements that would, in the event of a default that would
turn over the property to the bank, ensure the return of the state’s investment in the project.
The Commission completed the reimbursement process recently with Chester Academy, reimbursing the full
amount of $25,000 that was appropriated to the project in Am. Sub. H.B. 16 of the 126th General Assembly. The project
received Commission approval in August 2006; however, the invoice submitted by the local sponsors in August 2007 had
been held by Commission staff while several issues preventing reimbursement were worked out. The two primary issues
involved payment of prevailing wage and appropriate insurance coverage. Although the project sponsor did not meet
Ohio’s prevailing wage rates, but instead utilized the lower federal prevailing wage rates, the Commission learned that
there is an exception to Ohio’s prevailing wage law that allows federal prevailing wage rates to be utilized on projects that
involve both federal grants and state capital funds. Because Chester Academy used a federal Save America’s Treasures
grant as matching funds on this project, they were permitted by state law to utilize the federal prevailing wage rates. The
second hurdle to reimbursement had been the lack of appropriate insurance carried by Chester Shade Historical Society.
The Commission was able to work with the Meigs County Commissioners to include the Society and other required
additional insureds on the county’s property insurance. Additionally, the Commission agreed to forgo the waiver of
subrogation that it typically requires in order to move the project toward reimbursement. The $25,000 in state capital funds
were deposited by electronic funds transfer into the historical society’s account on March 10. Chester Academy received a
second appropriation of $25,000 in the December 2006 capital bill. The project was delegated to the executive director for
approval by the Commission in March 2007, and Chester Academy representatives have begun submitting information
about their second capital project for assessment by Commission staff.
The Van Wert Historical Society completed its most recent

renovation project, which received a $70,000 appropriation that was
approved by the Commission in May 2007. Work on the Society’s
historic Clark Mansion included interior restoration, including dry wall
installation, plaster repair, refurbishing of windows and doors,
restoration of a fireplace, and construction of a ramp compliant with
the Americans with Disabilities Act. The Society reopened the house
and museum grounds for the 2008 season on March 2, and held an
invitation-only event for Society members on March 1.
Lucas County’s Ice Arena project has been deferred from the
assessment cycle for the May Commission meeting. The project
has experienced multiple delays in submitting all of the materials
The Van Wert Historical Society completed work on the
needed for assessment by Commission staff and sports facility
Clark Mansion and officially reopened the museum and consulting firm Brailsford & Dunlavey. Commission staff has extended
grounds to the public on March 2. the deadline to submit all materials for consideration for the July
meeting agenda; however, if county officials are not able to produce
everything required for a full project assessment, they will attend the July meeting in hopes of securing the Commission’s
determination of need for the project, and to execute a Memorandum of Understanding. Due to project delays, no
Commission funds will be available in the next fiscal year for a second review by Brailsford & Dunlavey upon the complete
submission of materials. The final review of materials—largely a confirmation of funding sources for the project—will be
done by Commission staff. The Memorandum of Understanding, if approved in July, will spell out the conditions for final
approval.
A committee of government, business, nonprofit and arts leaders in Hamilton County convened to finalize a list
of capital project requests to the Legislature, and did not include the $1.4-million request from the National
Underground Railroad Freedom Center to create a new front entrance, citing a lack of support for the project. The
committee did include the Freedom Center’s request for $850,000 for construction reimbursement. Freedom Center
427
officials have stated that these funds represent the remainder of a $15-million capital funding request made to the General
Assembly years ago. The museum had requested $1.4 million in capital funds to create an entrance on the north side of
the building, facing downtown. The current main entrance faces the Ohio River, and the as-yet unrealized Banks
redevelopment. Freedom Center officials, expressing doubt in whether the long-discussed Banks project would ever come
to fruition, sought to create an entrance that would be more visible and accessible. Meanwhile, the Cincinnati Enquirer
reports that a groundbreaking is set for April 2 for the first phase of the Banks project development, which will include
apartments, retail and a parking garage. In other Freedom Center news, liens against the property that have prevented
the signing of legal agreements with the Commission are supposed to be cleared by May 14. The clearing of the liens in
such close proximity to the May 20 deadline for executing legal agreements will most likely require that a time extension
be granted by the Commission.
Three Commission-funded projects have announced major capital improvements

initiatives recently, which may portend some of the appropriations to be made in the
upcoming capital bill. Ensemble Theatre of Cincinnati says it will break ground this
summer to expand and renovate its existing facility in the Over-the-Rhine neighborhood.
The two-year project will include new seating and renovations to the performance space,
box office and lobby areas, and will create a scene shop, a meeting room, an outside
courtyard, and additional office space. The theater company will launch a $6.5-million
capital campaign this spring, and anticipates the renovations will be complete in time for
the beginning of the 2010-2011 season. Project Manager Tony Capaci met with Ensemble
Theatre representatives in 2007 to discuss the Commission’s local match, sustainability,
and full funding standards, which must be met before the Commission can reimburse any
funds toward the planned project. In nearby Dayton, the Boonshoft Museum of Discovery
is in the midst of the quiet phase of a $4.4-million capital campaign. The initiative will
make improvements to its popular Wild Ohio Zoo and Hall of the Universe, and the
museum expects to begin work in July on zoo improvements. And in northern Ohio, the
Wm. McKinley Presidential Library and Museum is undertaking a $4-million capital
campaign, its first in 20 years. The campaign will dedicate $2 million to its endowment
The Ensemble Theatre of
Cincinnati is one of three
fund, and will utilize $1 million to create a major new exhibit on Stark County history,
Commission-funded projects to which is slated to open by September 2009 in celebration of the county’s bicentennial.
announce major expansion Additional funds will be utilized to create a new climate-controlled storage space for the
plans recently. growing collection of artifacts, make updates to the museum’s Discover World science
section, and provide for miscellaneous repairs and improvements. Museum officials state
they have already raised $1.7 million toward the campaign.
Project services staff members Joe Cohen, Erica Johnson and Bernard Cason met with representatives of the
Ohio Historical Society on March 27 to discuss a number of items and future initiatives between the two entities. OHS
provided updates on current and forthcoming projects, and indicated it hopes to appear on the Commission’s July meeting
agenda for approval on certain projects. OHS also provided an update on the initiative to explore deaccessioning of
certain sites, and indicated that deaccessioning of Seip Mound and the Hanby House is currently being explored with
external parties. Commission staff and OHS officials also explored ways to expedite the Commission approval process for
OHS, including accelerating the processing of legal agreements and Controlling Board requests. On a related note, the
Ohio Historical Society is in the midst of a search for a new chief financial officer; serving as CFO on an interim basis is
Rhonda Campo.
Twelve cultural facilities projects are currently undergoing the assessment process by Commission staff,
including one project that was delegated by the Commission to the executive director for approval. The Commission’s
project services staff is working with the local sponsors of each project in hopes of being able to recommend them for
placement on the Commission’s May 20 meeting agenda.
ITEMS OF INTEREST
The Department of Administrative Services (DAS) issued a directive to all state agencies regarding state
employee time keeping standards, and regarding agency compensatory time, flextime and teleworking
policies. State agencies have been given until May 2 to conform their policies and procedures to the DAS memo. The
Commission’s current timekeeping system meets all of the DAS standards. Commission management is reviewing the
other policies and will make modifications as necessary prior to May 2. The revised policies will be submitted to the
Commission for ratification at the May 2008 Commission meeting.
428
After expedited hearings in the House and Senate, Governor Strickland signed the capital reappropriations bill on
March 21. The legislation will become effective 90 days after signing. The bill carries forward any unspent or
unencumbered project appropriations for future use by local project sponsors.
STAFF NEWS
Project services staff members made a number of site visits during the month of March. Project Manager Tony
Capaci visited the Davis-Shai House, located in Licking County. The project has a $300,000 appropriation that will be
used to build an addition to the historic home, expanding the local sponsor’s ability to host readings and lectures, teas,
and dinner theater events. The sponsor is working on a business plan and pro forma, but with an estimated construction
cost of $800,000, indicates additional fundraising or another appropriation will be needed to fully fund the project.
Project Manager Joe Cohen and Project Analyst Erica Johnson visited the Johnny Appleseed Heritage Center site in
Ashland County to conduct a site visit for potential respondents to the RFP. While in the area, they also paid visits to
Marion Palace Theatre and the Renaissance Theatre in Mansfield. Officials at the Renaissance have indicated they are
hopeful about receiving another appropriation in the upcoming capital bill to further their renovation plans.
Commission staff members are in the process of implementing a new Microsoft Windows platform called
SharePoint, intended to increase efficiency and facilitate shared access to project information and other key
Commission documents. The program is used to create an internal Web site that provides a central storage and
collaboration space for documents, information, and ideas. The site will serve as a tool for collaboration, and will allow
staff members to coordinate projects, calendars, and schedules; discuss ideas and review documents; and share
information on key project developments. The project is in an early implementation stage, and project services staff
members are already working with the Commission’s SharePoint site to bring documents over into the new system.
NEW PROJECT PROFILE
The Gallia County Historical Genealogical Society is the recipient of a

$100,000 appropriation in the December 2006 capital bill. The Society
collects and preserves historical and genealogical material pertaining to the
Gallia County area, and offers a variety of educational programs to the
community. The Society indicates it will use state capital funds to replace four
furnaces at its meeting facility, and to fund ceiling, lighting, carpeting and
window improvements.
The Mandel Center was appropriated $250,000 in the December 2006

capital bill. A Jewish community center located in Cleveland, the center
Gallia County Historical Genealogical Society provides numerous early-childhood education, fitness and recreation, and arts
and cultural programs. Among these is the year-round Playmakers Youth
Theatre program, which offers productions, classes and camps. The center
intends to utilize state funds to install retractable seating in its auditorium, enlarge the stage, and create a space for
costume and set design.
Tuesday, May 20, 2008 (starting time and location TBA)


Lori Payne, Office of the Attorney General
429
Tony Capaci
From: Jessica Fagan
Sent: Friday, March 14, 2008 8:24 AM
To: OCFC; Brian_Hoffmeister@LSC.STATE.OH.US; Lori Payne (lpayne@ag.state.oh.us); Elena
Lazarevska (Elena.Lazarevska@obm.state.oh.us)
Subject: Emailing: February 2008 Monthly Report to the Commission.htm
Below please find the monthly report for February; please let me know if you have any questions.

February 2008
COMMISSION NEWS
The Commission’s first quarter meeting of 2008, which was scheduled to take place
February 26, was forced to be rescheduled to March 7. A severe winter storm warning
was in effect across much of Ohio on February 26, forcing the last-minute cancellation of the
meeting due to loss of a voting quorum. The Commission instead took up a full agenda on
March 7.
The Commission meeting began with the election of a new slate of officers. Serving as
Commission Chairman is Otto M. Budig, Jr. Barbara S. Robinson will continue to serve as
Vice Chairwoman, and Cynthia B. Thompson was selected to serve as Secretary-Treasurer.
The Commission then approved the expenditure of funds for three projects: Fort Piqua Hotel,
the Ohio Glass Museum, and Huntington Park minor league baseball stadium. Appropriations
for these three projects total $7.45 million. Commission staff also reported on a recent
approval delegated by the Commission to the executive director: Bradford Ohio Railroad
Otto M. Budig, Jr. was Museum was approved by administrative action on February 25 for a $30,000 appropriation
elected to serve as for various museum upgrades.
Chairman at the
Commission’s first quarter
meeting of 2008. In other Commission business, the board adopted a standard form Cooperative Use
Agreement for sports facility projects; adopted changes to the standard form Cooperative Use
Agreement for cultural projects and approved amendments to the Ohio Public Facilities
Commission Financing Lease; and approved three-month time period extensions for executing legal agreements with
Marion Palace Theatre and Cuyahoga County Soldiers’ and Sailors’ Monument. Both projects had received Commission
approval in August 2007, but various circumstances prevented the execution of legal agreements prior to the deadline.
Chairman Budig also recognized three Commission members for their years of service, and the Commission voted to
approve honorary resolutions for Ron Pizzuti, Julie Kunkel, and George Oberer. Ron Pizzuti had been a Commission
member since 1993, and had served as its chairman since 2000. Under his leadership, the Commission oversaw
hundreds of projects and hundreds of millions in state capital funds, and achieved several notable policy advances.
George Oberer was a Commission member since 2002, and served as its Secretary-Treasurer since 2006. In his service,
he oversaw the meeting minutes and signed numerous resolutions, and assisted with the Commission’s biennial audit
453
process. Messrs. Pizzuti and Oberer did not seek reappointment at the end of their most recent terms. Finally, Julie
Kunkel had served as a Commission member since 2006, and lent her professional expertise as a Certified Public
Accountant on numerous occasions for project financial reviews and during the biennial audit process. Ms. Kunkel is
moving back to her home state of Minnesota in June.
Governor Strickland appointed two new Commission members in February, Mr. David
Wilhelm and Mr. Craig Weise. David Wilhelm is a native of Athens, Ohio and the founder
of a venture capital firm that focuses on the Midwest. He has a strong interest in the arts,
cultural programming, and historic preservation. Wilhelm holds degrees from Ohio University
and the Kennedy School at Harvard University. Craig Weise has served as State Architect
since October 1, 2007. For the four years prior to that, he was the deputy chief of projects at
the School Facilities Commission and has also worked for private architecture firms. He
holds degrees in architecture, engineering and business.
The Commission reimbursed 10 local project sponsors totaling more than $1.5 million
on paid invoices during the month of February. The total amount reimbursed includes:

$22,099 French Art Colony
$13,676 Holmes County Historical Society
$76,667 McKinley Museum
$14,141 Ohio Historical Society – Statewide Site Repairs
$2,211 Ward-Thomas Museum
PROJECT NEWS
David Wilhelm (above) and At the Commission’s March 8 meeting, Commission Project Manager Joe Cohen
Craig Weise (below) were reported on the status of the staff’s efforts to explore alternatives for the continued
recently appointed to the
Commission by operation of the Johnny Appleseed Heritage Center (JACHI). As reported in the January
Governor Strickland. 2008 Monthly Report, Commission staff developed a Request for Proposals (RFP), which
was issued on March 5. The RFP was sent directly to several organizations in the
Ashland/Mansfield region that had expressed a specific interest in the facility; the RFP is
also available to any organization through the Commission website, and a press release was issued to media in the
Ashland/Mansfield region. Commission staff will host a site visit on March 17 for interested organizations to see the
facility; the deadline for submitting proposals is March 28. Commission staff intends to present the results of the RFP
process to the Commission at its May 2008 meeting. Representatives of the Johnny Appleseed Heritage Center, Inc. have
expressed a willingness to partner with a new manager by continuing to pay for certain facility maintenance costs in
exchange for the use of the facility for two weeks each season to present its outdoor drama. As for the 2008 summer
season, JAHCI has planned a modest schedule of performing arts events.
Commission Project Manager LeeAnne Woods reported on the status of COSI Toledo at the Commission’s first
quarter meeting. Commission staff members are in frequent contact with COSI staff and the chairman of the board, and
continue to work with officials at the City of Toledo to arrive at an agreement that will provide for the security and
maintenance of the facility and its contents while closed. The city will host a meeting in early March with representatives of
the Commission and COSI Toledo to review the museum’s financial standing. COSI Toledo Board Chairman David
Waterman has reported that progress is being made on expanding community partnerships in order to fund a third levy
campaign in November 2008, to create new exhibits and programming, and to provide new sources of operating support.
454
The Cleveland Institute of Music celebrated its recent expansion project
and the dedication of Mixon Hall through a series of performances and events
the weekend of November 10-11, 2007. A community open house welcomed
over 1,000 people for free concerts and facility tours of Mixon Hall, the Robinson
Music Library, and distance learning facilities in the Kulas Foundation Center for
International Music Education. Commission member Barbara Robinson was
present for the festivities and served as capital campaign co-chair for the new
Robinson Music Library. Mixon Hall, the new 250-seat recital hall, was
described by Cleveland Plain Dealer architecture critic Steven Litt as “…a
magical place that ought to rank as one of the world’s most beautiful new
buildings for musical performance.” The $38-million expansion and renovation
project received a total of $1.5 million in state capital funds.
Commission Member Barbara Robinson
(above, right) takes part in Mixon Hall’s The National Underground Railroad Freedom Center is among the
dedication ceremonies. Cincinnati institutions vying for funds in the upcoming capital bill.
According to recent press, the Freedom Center is seeking $1.4 million in the
capital bill, which is expected to be enacted before the legislative summer
recess at the end of June 2008. The museum wants to reconfigure its first floor
to accommodate a new entrance on the north side of the building, which would
face downtown Cincinnati. The current main entrance faces south, towards the
Ohio River and the still-stalled Banks development project. According to
museum officials, when the museum’s design was planned, the Banks project
was to be well underway when the museum was to open in August 2004. Work
on the development still hasn’t begun, and museum officials have expressed
some doubt about whether it ever will in seeking to create a new main entrance
for the facility. The $1.4 million sought by the Freedom Center is part of the total
$3.75 million it says it will seek over the next six years (read full story). Among
other local arts and cultural projects seeking funds are the Cincinnati Art
Museum, Ensemble Theatre of Cincinnati, Clifton Cultural Arts Center, the Blue
Ash Performing Arts and Conference Center, and the School for the Creative
and Performing Arts.
The Cincinnati Museum Center (CMC) is also among those with grand
plans seeking capital funding commitments from the Legislature.
According to a story in Cincinnati’s Business Courier (read full story), the
An inaugural performance in Mixon Hall. Museum Center is at the first stage of plans that will call for $120 million to pay
Photos courtesy Cleveland Institute of Music; for renovation, restoration and deferred maintenance projects at the facility. It
photo credit Daniel Milner. has submitted a request for $15 million in state capital funds over the next six
years to help pay for the projects. According to the article, CMC’s long-term
vision calls for a new city park adjacent to the facility and commercial
development along the eastern edge of its property. Though local officials are said to support the ideas, the Museum
Center’s CEO indicated the long-term plans would not be formally addressed until the $120 million is secured for capital
improvements to the museum.
Additional capital funds likely are in store for the Voice of America Museum, but this time from West Chester
Township. The Voice of America Museum, located in Butler County, has a total of $1.025 million in appropriations from
the state that have not been utilized yet. The museum is expected to get an additional $1.75 million from West Chester
Township for renovations. The funding has received preliminary approval from township trustees, although they have not
voted yet on the full budget. The facility was built in the early 1940s and transmitted Voice of American radio broadcasts
around the world during World War II. Local project sponsors have identified a variety of restoration projects, as well as
new HVAC and electrical system upgrades, as priorities for the museum.
Two Commission-funded projects are celebrating milestones: the Cincinnati Museum Center’s Union Terminal
building will mark its 75th anniversary, and the newly expanded Akron Art Museum set an all-time attendance
record. Cincinnati’s Union Terminal was dedicated on March 31, 1933 and was declared a National Historic Landmark in
1977. The Cincinnati Museum Center opened in the building in 1990, and will host a series of events to celebrate the
building’s 75 years of history. Planned events include a Diamond Jubilee Kick-Off Weekend March 29-30 featuring
musical performances and the opening of a new exhibit on the terminal and its history; a Free Friday event on May 23;
and a “Union Terminal in the 1940s” experience on June 6. The Cincinnati Museum Center has more than $4.5 million in
state appropriations for a variety of improvement projects; more than $2.2 million has been reimbursed to date. In the
opposite corner of the state, the expanded Akron Art Museum is celebrating record-setting attendance to its 12-week run
455
of American Chronicles: The Art of Norman Rockwell. The exhibition attracted more than 45,000 visitors, in spite of the
museum’s new practice of charging for admission. Museum memberships also increased by 26% during the show. The
museum’s previous attendance record was in 1999 during an exhibition by Dale Chihuly. The Akron Art Museum’s
recently completed $38-million expansion included $8.7 million in state capital funding.
Two Commission projects in Stark County received good news from that county’s arts council in February. The
board of directors of ArtsinStark voted to expand its roster of grantees from five organizations to seven, and will now
include the Massillon Museum and the Canton Palace Theatre in its distribution of operating grant dollars. The institutions
will be eligible to receive funds next year, and will join fellow Stark County arts organizations Canton Ballet, Canton
Symphony Orchestra, Canton Museum of Art, Players Guild Theater and VOCI (Voices of Canton Inc.) The Massillon
Museum, an art and history museum, will receive $25,000 in operating funds, and the Canton Palace Theatre, which
showcases performing arts and film productions, will receive $15,000. Both facilities have received capital appropriations
from the state—Canton Palace Theatre has been reimbursed nearly all of its $3.5 million in total appropriations for several
restoration and improvements projects; the Massillon Museum received a $275,000 in the December 2006 capital bill, but
has not submitted materials to the Commission to begin the approval process. The museum is expected to complete
upgrades to collections storage areas, the HVAC system, lighting and security.
The long-tenured president of the Cincinnati Symphony Orchestra (CSO) announced his resignation, effective in
June 2008. Steven Monder has been with the orchestra for 37 years, and has spent nearly 31 years as its president. He
has led the orchestra through a number of important achievements, which have helped to make the fifth-oldest orchestra
in the country one of the top ten orchestras by budget, with an annual operating budget of $35 million. The orchestra is
currently contemplating significant renovations to its home at Music Hall. The facility has received a total of $1.75 million
in state appropriations, which are expected to be utilized to create a new parking garage adjacent to the performance hall.
The CSO also operates Riverbend Pavilion, which was recently approved for $3.25 million in state appropriations for the
construction of a 20,000-seat amphitheatre at the outdoor-concert venue. The CSO board has stated it will not name an
interim director for the organization, and that it will conduct a national search for Monder’s replacement.
ITEMS OF INTEREST
Representatives Peter Ujvagi and Randy Gardner introduced a measure that would allow county governments to
take advantage of the state’s Historic Preservation Tax Credit program. The refundable tax credits are equal to 25%
of the qualifying rehab expenses, but the introduced measure would cap the credits at $2 million if utilized by a county
government. The funding is competitive; under current law, no more than 100 tax credit certifications can be approved
annually. The legislation was inspired in part by a community debate about the fate of the Seneca County Courthouse,
which commissioners favored razing because it would be too expensive to rehabilitate.
The capital reappropriations bill will be taken up by the Legislature in March. The House Finance Committee
scheduled two hearings on the bill for March 5 and 6, and voted on the bill on March 6. The Senate Finance Committee
similarly is expected to expedite hearings on the bill. The reappropriations bill is typically targeted for completion by the
end of March, 90 days prior to the end of the fiscal year. If the Commission staff’s recommendations for the bill are
unchanged throughout the process, any unspent or unencumbered capital funds appropriated to the Commission’s
projects will be carried forward for future use by local project sponsors.
NEW PROJECT PROFILE
The Moreland Theatre in Cleveland was appropriated $100,000 in the December 2006 capital bill. The nonprofit
Buckeye Development Corp. recently purchased the theater and will conduct renovations; however, the local sponsor has
not yet identified a specific project scope for which it hopes to use the state-appropriated funds.
The Vinton County Stages—Pavilion Project was the recipient of a $100,000 appropriation in the state’s most
recent capital bill. The county plans to enhance the Vinton County airport and the Vinton County fairgrounds with a stage
at each location. Both sites are used as community gathering places for a variety of civic, social and cultural activities.

456
457
Tony Capaci
From: Myra La Cava
Sent: Thursday, March 06, 2008 1:43 PM
To: Tony Capaci
Cc: Bernard Cason
Subject: RE: need to check capital reappropriations
Tony,
These reappropriations are older appropriations that were not encumbered or spent during the biennium . Is the $850,000
from a new appropriation? If so, it would not be on the list.
From: Tony Capaci

To: Myra La Cava
Cc: Bernard Cason
Myra,
I see one appropriation for National Underground Freedom Railroad Center for $2,000,000 but I do not see their other
appropriation for $850,000. I will let Bernard know.
From: Myra La Cava

To: Kathy Fox
Cc: Barbara Witt; Bernard Cason; Tony Capaci; LeeAnne Woods; Nicole Cheatham; Erica M. Johnson; Joe Cohen
Subject: FW: need to check capital reappropriations
Kathy,
I have checked all the legislation vs. the list of reappropriations we submitted.
Please note, discrepancies which are explainable:
Line C37179 Crawford Museum for $2,500,000 is on introduced list for $2,500,000 as Line Item C371A9 Western
Reserve historical Society. This appropriation was renamed/transferred to Western Reserve in HB 67.
You are correct, Mason Tennis Center is not on the as introduced list.
Line item C371P4 Cleveland Playhouse for $200,000 is not on the introduced list. It was transferred to the
Cleveland State University in HB 119.
Bernard mentioned that he would like to have the lists I have checked to run by the project team to check and I am giving
them to him now.
Please let me know if you have any questions.
Kathy,
Is the reappropriation for the Capital Donations account for somewhere else?
458
From: Myra La Cava
Sent: Thursday, March 06, 2008 11:38 AM
To: Kathy Fox
Cc: Barbara Witt
Importance: High
Barbara,
I came up to talk to you about this after I read Kathy’s e-mail but you were in a meeting. I am checking the list – am
almost done. Will let you know soon.
From: Kathy Fox

Sent: Wednesday, March 05, 2008 8:20 PM
To: Myra La Cava; Barbara Witt (bwitt@culture.ohio.gov)
Subject: need to check capital reappropriations
Importance: High
Myra and Barbara,

The capital reappropriations bill was finally introduced in the legislature on Wednesday. I put a hard copy in each of your
(center work area) mailboxes of the pages with reappropriations in our building fund, fund 7030 (formerly 030). Could you
please check the list against what was submitted to OBM to see if anything is missing? Barbara, maybe one of the
Project Services staff could help Myra with this—it’s generally easier to have two people doing the comparison working
together. This needs to be done ASAP on Thursday, in case there are any inadvertent, unintended changes to what we
submitted. If there are problems we’ll need to alert OBM on Thursday. I’ll be tied up Thursday morning, but please send
me an email when the checking has been completed so I can follow up w/ OBM.
I think the Mason tennis center funding may have been eliminated, purposely – I’m reading between the lines of a news
item from Gongwer, included below. If this did occur, we just need to know for our own planning purposes.
“Despite the hands-off agreement between the executive and legislative branches, the bill does include three
minor adjustments of previously approved projects as agreed upon by OBM, the House and Senate, Ms. Sabety
said. Those include: a redirection of two capital appropriations from Cleveland State University to Cuyahoga
County Community College; a redirected appropriation of a Warren County project to a $1 million park district
acquisition and $300,000 in City of Mason handicap access improvements; and the movement of a $250,000
appropriation from the Sylvania Family Services Center within the Department of Health to Owens Community
College for administration purposes.”
Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775
459
Tony Capaci
From: Jessica Fagan
Sent: Thursday, February 14, 2008 9:29 AM
To: OCFC; Brian Hoffmeister (brian_hoffmeister@lsc.state.oh.us); Lori Payne
(lpayne@ag.state.oh.us); Derek Bridges (Derek.Bridges@obm.state.oh.us)
Subject: January2008.html
Below please find our Monthly Report for January 2008; please let me know if you have any questions or need
further information.

January 2008
COMMISSION NEWS
The Commission reimbursed eight local project sponsors totaling more than $1.3 million on paid invoices during
the month of January. The total amount reimbursed includes:

$250,000 BalletMet
$383,456 Charles A. Eulett Education Center
PROJECT NEWS
The King Arts Complex held a ribbon-cutting ceremony on January

21 to unveil its new permanent exhibition about Goree Island. The
interactive exhibit is a historical recreation of the corridor and portal used
by slaves as they boarded slave ships for the middle passage across the
Atlantic. The installation was funded in part utilizing the $150,000
appropriation that was approved by the Commission in November 2007.
Commission member Otto Budig attended the ceremonies and was
invited to make remarks; Commission Executive Director Kathy Fox was
also in attendance.
On January 14, the state Controlling Board approved a $1.5 million

The King Arts Complex, located in Columbus, grant to the City of Toledo for its Marina District project. These
dedicated its new Goree Island interactive funds are in addition to funds that the Commission has been assigned in
exhibit in a celebration on January 21.
state capital budget bills. The grant was awarded by the Ohio
460
Department of Development, and will make up a portion of the funding for the riverfront park that is expected to serve as a
catalyst for the entire 125-acre mixed-use development. The Commission gave preliminary approval for the Marina District
project at its August 2007 meeting by determining that there is a need for the project and authorizing a Memorandum of
Understanding. At the February 26 Commission meeting, the Commission will be asked to give final approval and
authorize expenditure of state capital funds totaling $4.9 million. City of Toledo officials have stated that they expect the
riverfront park to be completed by the end of 2008.
Financial information submitted by Marion Palace Theatre shows that theater representatives have taken out a
$1.5 million line of credit, secured by the property. The line of credit and mortgage violate the terms of the
Memorandum of Understanding that theater officials signed with the Commission in September 2005. That agreement
states that if loans or other cash flow mechanisms are utilized, they are acceptable only if approved by the Commission
and backed up by written pledges or guarantees from credit-worthy entities, or by funding commitments from
governmental entities. Commission staff has informed Marion Palace representatives that one of three options must be in
place in order for the Commission to proceed with the release of state bond funds: 1) the bank could subordinate its first
lien position to the Commission; 2) Marion Palace Theatre could obtain written guarantees for the loan amount; or 3) the
theater could restructure the loan with the bank so that it is secured against the scheduled payments on the written capital
campaign pledges. The theater received conditional approval from the Commission in August 2007 for the expenditure of
$1.575 million in total state capital appropriations, and must enter into legal agreements with the Commission by the
Commission’s February 26 deadline. Otherwise, the Marion Palace Theatre will need to return to a future Commission
meeting for reconsideration.
Commission staff has been continuing its efforts to formalize indications from the City of Toledo that it will
provide appropriate protection for the COSI Toledo facility and its contents while the facility is closed. Commission
Project Manager LeeAnne Woods has been working with the city’s general counsel to finalize a written agreement that will
detail the city’s responsibilities for protecting, insuring and maintaining the facility. Commission staff members LeeAnne
Woods, Nicole Cheatham and Barbara Witt conducted a walk-through of the COSI Toledo facility with COSI Director of
Operations Lori Hauser on January 18. Key COSI staff have stayed on—four full-time and two part-time—in part to handle
facility mothballing activities, but primarily to continue the museum’s distance learning and school outreach programs to
Toledo area students while the museum is closed to the public.
Commission staff continues to research alternatives for the continued operation of the Johnny Appleseed
Heritage Center, as directed by the Commission at its November 2007 meeting. One alternative is to identify a potential
new manager or co-manager for the facility. Staff compiled a list of potential organizations in Ashland and the surrounding
six counties, refining the list of more than 50 possible partners to a list of 20 seemingly qualified organizations that might
manage or co-manage the outdoor amphitheater. Based upon initial conversations with each organization, it appears that
there is significant community support for maintaining the facility as a venue for cultural programming. As such,
Commission staff intends to move forward with issuing a Request for Qualifications and a Request for Proposals.
Commission Executive Director Kathy Fox and Project Manager Joe Cohen also held a meeting with JACHI’s largest
contributor and creditor to discuss various alternatives going forward. Commission staff will have a full update for the
Commission at its upcoming February 26 meeting.
The Huntington Park minor-league baseball stadium has been the subject of controversy in recent months. The
Franklin County Commissioners have been accused of awarding contracts to union shops in spite of higher bids on
certain aspects of the project. In November 2007, the Commissioners quickly reversed their decision to award a contract
for concrete work to a union shop when they were sued by a non-union contractor whose bid was $17,500 lower than its
competitor’s. In January, the project attracted attention again when Commissioners passed over a combined low bid of
$4.3 million for plumbing and HVAC installation, in favor of contracting with two separate companies, for a total cost of
$4.515 million. The county cited violations of its quality contracting standards as the reason for passing on the $4.3 million
low bid from TP Mechanical Contractors. TP failed to pay prevailing wages to workers four times in the last two years,
underpaying workers by $4,000; TP has called the violations clerical errors and sued the county, but a judge upheld the
county’s discretion in selecting contractors. Since the county’s vindication, news reports state that the union company they
hired for the plumbing job was ordered by a Pennsylvania court to pay $48,568 in unpaid pension benefits and attorney
fees to an employee while he was on military duty in Iraq, and that the former president of the union firm, W.G. Tomko
Inc., pleaded guilty to tax evasion in 2004. Franklin County administrators say they knew of the pension lawsuit and that
Tomko met their quality contracting standards; however, Franklin County Commissioners stated they were unaware of the
pension lawsuit. Meanwhile, a third non-union contractor has been notified by the county that its low bid will not be
selected due to previous non-payment of prevailing wages. The Huntington Park project has a $7 million state capital
appropriation; the project is currently undergoing assessment by Commission staff and sports facility consultants
Brailsford & Dunlavey. It’s anticipated to appear on the Commission’s February 2008 meeting agenda for Commission
consideration.
461
The local media spotlight was also on the National Underground Railroad Freedom Center in January for a brief
dispute with the city and county over development rights to a key piece of property in The Banks development
plan. The City of Cincinnati and Hamilton County each gave development rights to the Freedom Center for a grassy area
adjacent to the museum approximately six years ago. The Banks development plan, approved by the city and county in
October 2007, calls for developing the land into two restaurants as part of the first phase of the master plan. However,
Freedom Center officials demanded $500,000 each from the city and county for the development rights. Local
government officials and anti-tax activists balked at the demand, because the development rights were initially given to
the Freedom Center for free, and because of the level of taxpayer support the museum has already received. Freedom
Center officials eventually agreed to give up the rights, and expressed surprise at the public outcry. Museum officials
stated it was the Banks Working Group, a city/county panel leading the Banks planning, who came up with the $1 million
price tag—far lower than the estimated $3 to $5 million market value of the land—and reportedly assured the museum
that the request wouldn’t pose any problems. Freedom Center representatives are said to be expediting the paperwork to
transfer the land, indicating the dispute was a misunderstanding. Although the Freedom Center’s most recent state
appropriation of $2 million was approved by the Commission in November 2007, the required legal agreements have not
yet been completed. The Freedom Center recently received the required approval of the Commission’s lease from their
bank. Currrently, Freedom Center officials are working to clear up several liens against the property, after which the
Freedom Center will transfer escrow funds to the Commission and can execute legal agreements.
Four projects that received appropriations in the December 2006 capital bill, all new to the Commission, have
recently emerged with plans to move forward. The month of January produced inquiries from the City of Avon Stadium
Complex, the Symmes Township Historical Society’s Ross House project, the Ukrainian Museum-Archives, and the A. B.
Graham Center regarding next steps in the process toward Commission approval. The A. B. Graham Center in Miami
County plans to utilize its $40,000 appropriation to replace two boiler units at its facility, and has stated it has the required
local match in hand and will begin submitting information to the Commission. The Ukrainian Museum-Archives, located in
Cleveland, seeks to utilize its $100,000 appropriation for reimbursement of costs associated with constructing its
$650,000 archive facility, and has begun submitting materials for staff review. The Symmes Township Historical Society’s
efforts to restore a historic log cabin are moving forward, and the local sponsor expects to have a project scope, plans and
budget estimates from an architect by early February. The Society has a $100,000 appropriation for the project, but has
indicated it is still fundraising. Finally, representatives of the City of Avon wish to begin moving forward on their project to
build a minor-league baseball stadium to house a franchise of the Frontier League. The Frontier League is a professional,
independent baseball organization with 12 teams in seven Midwestern states. The city is in early stages of the project,
and is in the process of hiring an architect for the proposed stadium.
Two Commission projects received significant capital funds recently. Hale Farm and Village, an outdoor living
history museum operated by the Western Reserve Historical Society, was awarded a $50,000 grant from the Akron-based
OMNOVA Solutions Foundation. The funds will help support the museum’s multi-year restoration project. State capital
funds totaling $300,000 have been appropriated for various restoration efforts at Hale Farm, $142,000 of which have been
reimbursed by the Commission. The Worthington Arts Center project received a $250,000 contribution to its capital
campaign from the Harold C. Schott Foundation. The project, which has a $250,000 appropriation from the state, will
create a community arts center in a renovated school building. Local sponsors anticipate a groundbreaking in summer
2008, and are working toward an appearance on an upcoming Commission meeting agenda.
Commission staff members made site visits to several projects around the state in January. While staff members
LeeAnne Woods, Nicole Cheatham and Barbara Witt were in Toledo for a walk-through of the mothballed COSI Toledo
facility, they also paid a visit to the Valentine Theatre, which suffered damage from a natural gas explosion in the
basement on the theater on November 23, 2007. Executive Director Dale Vivirito has stated the theater could reopen as
soon as early April; since the explosion, performances have been moved to other locations. The cause of the blast is still
undetermined, although foul play has been ruled out. The cost of the damage is between $3.5 and $4.5 million, and
should be covered by insurance, according to Vivirito. Also while in Toledo, Commission staff met with Bridgette Kabat,
Chief of Staff of the Board of Lucas County Commissioners, and received a tour of the site of the Toledo Ice Arena.
Lucas County, sponsor of the Ice Arena project, is expected to be on the Commission’s May meeting agenda seeking
approval of the project’s $5.5 million appropriation. Commission staff also toured the 125-acre Marina District site in
Toledo, meeting with project representative Casey Stephens, a commissioner in the Division of Environmental Services
at the City of Toledo. Project Manager Tony Capaci traveled to western Ohio to tour the Westcott House in Clark County.
The restored Frank Lloyd Wright house has a $75,000 appropriation that it intends to use for additional furnishings and
exhibits. Tony also visited the National Aviation Hall of Fame in Montgomery County. The facility recently completed
adding new exhibits, and will be submitting materials for review in order to access the $175,000 remaining from the total
$3.1 million in state appropriations.
ITEMS OF INTEREST
462
Governor Strickland held a press conference on January 23 to announce steps he is taking to ensure that the
state budget remains balanced in the event of a recession. Each state agency has been asked by the Office of
Budget and Management (OBM) to identify how it would manage its work, assuming cuts to budget lines that are funded
by the general revenue fund for both FY 08 and FY09. Commission staff were asked to provide impact information
regarding possible cuts of 10% ($35K) to 16% ($56K) for the biennium. Commission staff has responded to OBM,
suggesting that any cuts be front loaded to FY 08. Commission staff believes that a 10% cut can be handled by a
combination of forgone payroll due to slow approvals for hiring at the outset of FY 08, along with shifting consulting
services originally planned for FY 08 to FY 09. A 16% cut would be more problematic in FY 09, and would lead to
reductions in service to our clients because certain contracted consulting services would have to be reduced or
eliminated. Commission management does not contemplate reductions in staff since staff members already are working in
excess of 40 hours per week and, as salaried employees, are not compensated for this extra work.
STAFF NEWS
Erica Johnson will join the Commission staff as a project analyst on February 25. Erica will replace Joe Cohen, who
was promoted to project manager. Erica has a diverse professional background, including experience as a library
assistant with the Cleveland Public Library, as a branch representative at National City Bank, and as a paralegal for the
Ohio Army National Guard. Additionally, Erica worked as a business development intern with the Ohio Department of
Development. She holds a B.S. in Business Administration from The Ohio State University, as well as a Masters of Library
and Information Sciences from Kent State University.
Amber Feit joined the Commission staff as a part-time temporary administrative assistant. The creation of this
temporary part-time position will replace the Commission’s hiring of part-time business school interns. Amber has
experience in both office and retail environments, and attended the Columbus College of Art and Design.
NEW PROJECT PROFILE
Springfield Veterans’ Park Amphitheatre was assigned a $100,000

appropriation in the December 2006 capital bill. The venue is home
to the six-week Summer Arts Festival, sponsored by the Springfield Arts
Council. The amphitheater has been undergoing extensive renovations;
phases one and two of the $3.8-million project are complete, and the
state’s appropriation is expected to assist with the third and final phase
of renovations.
The Wayne County Historical Society has a $170,000 appropriation

for a project to commemorate the Lincoln Highway. The project
sponsors hope to install history-themed medallions in the sidewalk of the
Springfield Veterans’ Park Amphitheatre new library in the city of Wooster The project will also include a
Clark County permanent exhibit inside the library about the Lincoln Highway.
Dedicated in 1913, the Lincoln Highway was America’s first
transcontinental highway, and passed through Wooster, Ohio en route from San Francisco to New York.
Tuesday, February 26, 2008, 10:00 AM at the Commission office


Derek Bridges, Office of Budget and Management
463
Tony Capaci
From: Jessica Fagan
To: Brian_Hoffmeister@LSC.STATE.OH.US; Lori Payne (lpayne@ag.state.oh.us); Derek Bridges
(Derek.Bridges@obm.state.oh.us); OCFC
Subject: November2007.html
Below please find the November 2007 Monthly Report to the Commission - please let me know if you have any
questions or need further information.
Western Reserve Historical Society

Cuyahoga County
November 2007
COMMISSION NEWS
The Commission approved the expenditure of funds for nine projects at its fourth
quarter meeting on November 29, and approved entering into a Memorandum of
Understanding agreement with Kenyon College, sponsor of the Horvitz Center for the
Arts. Karamu House, Trumpet in the Land, the Holmes County Historical Society, the
Holmes County Historical Society
Western Reserve Historical Society, the Trumbull County Historical Society, the King
Arts Complex, The Works, the Wood County Historical Center and Museum, and the
National Underground Railroad Freedom Center each received approval for their
projects. The appropriations approved by the Commission total more than $3.9 million.
The Memorandum of Understanding (MOU) entered into with Kenyon College provides
preliminary approval of the expenditure of state funds for the construction of the Horvitz
Center for the Arts. The Commission made the statutorily required determination that
there is a need for the project, and the MOU details the remaining information needed
from the project sponsors. Commission staff will continue to work with college
King Arts Complex representatives to obtain all necessary information and to bring the project back before
Franklin County the Commission to receive final approval. The Horvitz Center for the Arts has a
$750,000 appropriation.
The Commission also approved minor modifications in project scopes for the Ohio
Historical Society, utilizing partial funds from appropriations for Statewide Site Repairs
and Statewide Site Exhibit Renovation and Construction. The shifting of scope will
provide for improvements projects at Adena State Memorial and other sites within the
statewide system that still meet the intent of the appropriations.
Other Commission actions included the adoption of a revised employee handbook, and
The Works ratification of the Commission’s public records policy, which was adopted on
Licking County September 26, 2007.
464
The Commission reimbursed 12 local project sponsors totaling more than $806,000 on paid invoices during the
month of November. The total amount reimbursed includes:

$200,000 Cincinnati Ballet
$20,941 General Lytle Homestead – Harmony Hill
$4,237 John Bloomfield Home
$20,023 Toledo Museum of Art
$25,374 Van Wert Historical Society
PROJECT NEWS
At the Commission’s November 29 meeting, COSI Toledo board chair David Waterman reported that several
options for keeping the museum open are being explored in the Toledo community, following the failure of COSI
Toledo’s levy in the November election. Mr. Waterman indicated that discussions are taking place regarding possible
funding from the city and Lucas County, as well as potential state and federal funding. Subsequent conversations
between Commission Executive Director Kathy Fox and Toledo Mayor Carty Finkbeiner revealed that a committee of 12
civic and business leaders in Toledo is in the process of organizing to develop a plan to save the museum. Mayor
Finkbeiner indicated that the committee would hold an initial meeting by December 14, and subsequently meet with a
number of potential “partner” institutions. Among the potential partners mentioned by the mayor were the Toledo Zoo,
Metroparks Toledo, the University of Toledo, Toledo-Lucas County Public Library, and the Toledo Public Schools. In a
resolution adopted by the Commission at its November 29 meeting, the Commission reaffirmed its authorization to the
Commission executive director to assist COSI Toledo and the Toledo community in its efforts to identify options and
resources to sustain the museum’s operations. Commission staff will continue to closely monitor developments and
participate in community dialogue regarding the future of the science museum.
Representatives of the Johnny Appleseed Heritage Center, Inc. (JAHCI) attended the Commission’s November 29
meeting and provided an update on the status of the organization’s operations. The organization maintained a
modest programming schedule during the summer of 2007; however, the Commission staff’s most recent financial
analysis indicates continuing financial instability due to limited revenue sources, no working capital, and an inability to
meet its obligations. A total of $875,000 in state funds have been invested in the outdoor amphitheater. On a positive
note, JAHCI representatives indicated that the Renaissance Theatre in neighboring Mansfield has committed to renting
the amphitheater for 10 days to present performances during the summer of 2008, and expressed hope that more
partnerships like these could be developed to help sustain the organization. At the Commission’s direction, Commission
staff will begin exploring partnership opportunities with area arts and culture non profit organizations. The goal of such a
partnership would be to allow JAHCI to continue to operate the facility with the support, expertise, and oversight of an
experienced, qualified organization. Commission staff’s report will be presented at the Commission’s first quarter meeting
of 2008, and JAHCI representatives will be in attendance to provide another progress report.
The Dayton Art Institute has named Janice Driesbach its new executive director. The announcement was made by
the museum’s board of trustees on November 9. The board had resumed its search in August after rescinding the offer
made to David Brigham, of the Allentown Art Museum in Pennsylvania, upon discovering that he wasn’t planning to live in
Montgomery County. Ms. Driesbach most recently was director of the Sheldon Memorial Art Gallery and Sculpture
Garden at the University of Nebraska-Lincoln, and has previously worked at institutions including the Crocker Art Museum
in Sacramento, California; the Oakland Museum; the Palo Alto Cultural Center; and the Smithsonian Institution Traveling
Exhibition Service. Driesbach will begin her work at the Dayton Art Institute in January.
Two Commission-funded projects received major grants and contributions in recent months, according to
published reports. The Renaissance Theatre, located in Richland County, received a $250,000 grant from the Richland
County Foundation to contribute to the theater’s $3.89 million capital campaign, and also received a $1.13 million family
legacy grant from the Fran and Warren Rupp Foundation. The Renaissance Theatre is launching a “Reinvention
Initiative,” a comprehensive plan to improve its facilities and build programs designed to enhance its long-term
sustainability. The Renaissance Theatre has completed one improvements project utilizing $50,000 in state capital funds,
and has $950,000 in appropriated funds remaining. The Worthington Arts Center, in Franklin County, recently received
465
a $400,000 gift from the Robert F. Wolfe and Edgar T. Wolfe Foundation. The donation marks the third-largest gift
received for the project to transform a former Worthington high school building into a community arts center. The project
received a $250,000 appropriation in the December 2006 capital bill.
The Beck Center for the Arts unveiled preliminary plans to renovate and modernize its 3.5-acre campus at its
annual meeting on October 29. In a story published by the Lakewood Sun Post, Executive Director Cindy Einhouse noted
the Center’s three different buildings currently have 32 different heating systems that contribute to a $190,000 annual
expense for utilities and general maintenance. Although Einhouse stressed that the plans, developed by Westlake Reed
Leskosky, are “very preliminary,” among the goals is to make the facilities more efficient. Additionally, the plans call for
consolidating the Center’s operations, converting and/or building some properties to accommodate commercial and
residential use, restoration and improvements at the Center’s Creative Arts Building and the former Lucier Theatre
building, and creating a new entrance closer to the street. A state appropriation of $100,000 funded box office, restroom,
and other administrative-area improvements at the Beck Center. Beck Center officials have not yet submitted their
materials for Commission approval of a second $100,000 appropriation.
The Ariel Theatre has emerged with a project to utilize its $100,000 state capital appropriation, which was provided
for in Am. Sub. H.B. 16, in 2005. The theater is pursuing an elevator retro-fit, and initial cost estimates obtained by the
theater indicate that the state appropriation in combination with the required local match will provide sufficient funds to
enable the local sponsors to complete the project. Theater representatives have indicated their intent to begin submitting
materials for assessment by Commission staff.
The Flesh Public Library in Piqua will serve as the local sponsors of a project to utilize the $200,000
appropriation for the Fort Piqua Hotel. The library, a tenant of three stories of the historic hotel undergoing renovation
in downtown Piqua, will install permanent exhibit cases throughout the library and will develop and install a rotating series
of exhibitions interpreting local history through art and artifacts from various collections. The local sponsors have
submitted a variety of materials for assessment in hopes of being recommended for the agenda of the Commission’s first
quarter meeting of 2008.
The Sandusky State Theatre hired Thomas Kazmierczak as executive director. Kazmierczak will replace Costin
Manu, who resigned in May. Kazmierczak has more than 15 years of experience in theater management and production,
having served most recently as the executive director of the Lancaster Opera House, in western New York State, since
1997. The Sandusky State Theatre’s operations continue to be closely monitored by Commission staff, following the
facility’s 11-month closure in 2006. The theater submitted its third quarter financial statements to the Commission, and
analysis indicates a positive third quarter for the organization compared to second quarter numbers for fiscal year 2007.
The organization showed a 28% increase in contributions and memberships, and a 50% reduction of long term liabilities
with payment of outstanding debt owed to the City of Sandusky.
Akron Civic Theatre officials submitted recovery plan materials, as required by the Commission’s May 2007
resolution. A programming schedule indicates productions have been scheduled through June 2008, with a busy month
of December ahead. Financial statements through the end of the theater’s 2007 fiscal year indicate a small post-
depreciation deficit of $21,939, a significant improvement over the 2006 fiscal year deficit of more than $1.2 million.
Theater representatives will be asked to attend an upcoming Commission meeting to provide further details of the
organization’s financial status and recovery.
Marion Palace Theatre officials submitted a financial forecast to Commission staff on November 21, 2007. The
forecast, which must demonstrate that the theater’s improvements project is fully funded, was required as a condition of
approval of the expenditure of state funds in the Commission’s August 16, 2007 resolution approving the project. The
resolution required that the forecast be created by an accountant and certified by the theater’s board treasurer, and that a
Commission member also determine that the project is fully funded based upon a review of the financials. Commission
staff members are currently reviewing the document, and will subsequently forward it to Commission Member Julie
Kunkel, CPA, who was designated by the Commission’s resolution to review it. Assuming that the financial forecast
demonstrates that the project is now fully funded, the delayed submittal of the document creates a tight timeline for the
execution of legal agreements with Marion Palace. The legal documents must be complete by the Commission’s first
quarter meeting of 2008; otherwise, the project will be required to come before the Commission for re-approval.
STAFF NEWS
The Commission has hired two project analysts, and in December will be operating with a fully staffed seven-member
project services group composed of three two-person teams and the Manager of Project Services. Nicole Cheatham
joined the Commission on December 3 as a project analyst on the new project team headed by LeeAnne Woods, who
466
was promoted to project manager. Nicole earned a B.S. in Business Administration from The Ohio State University’s
Fisher College of Business, with a major in Finance. She has served as a finance technician and banking services analyst
for Nationwide Insurance over the last four years
Joe Cohen began as a project analyst with the Commission on December 10. Joe has 10 years of experience in various
management and financial analyst roles, serving as the vice president of a small business in Arizona, and most recently
as a loan officer at First Houston Mortgage in Phoenix. Joe has a B.S. in Business Administration from Arizona State
University. He replaces Marti Bartos on Samantha Cothern’s project team. Marti Bartos accepted a new position as a
senior financial analyst with NiSource, where she will be working in NiSource’s credit risk and treasury department.
NEW PROJECT PROFILE

A $100,000 appropriation from the December 2006 capital bill will fund
improvements at the Octagon House, located in Pickaway County. Built in 1855 by
George W. Gregg, the eight-sided house was saved from the wrecking ball by The
Roundtown Conservancy in 2000. The Conservancy plans to use the historic structure
as a museum, and for classes on local history, visual art, and performing arts.
An appropriation of $50,000 was made for improvements at the Wyandot County

courthouse. Funds provided for in the December 2006 Capital Bill will be utilized to
refurbish the dome and statue that top the 1901 courthouse, which is listed on the
Octagon House, Pickaway County National Register of Historic Places.
Tuesday, February 26, 2008 (starting time and location TBA)

Wyandot County Courthouse cc: Brian Hoffmeister, Legislative Services Commission

467
Tony Capaci
From: Bernard Cason
Sent: Wednesday, October 24, 2007 9:44 AM
To: 'SRamiah@nurfc.org'; Tony Capaci
Cc: GDowdell@nurfc.org
Subject: RE: Revised Title of Opinion Letter
Sylvia,
Thank you for the Revised Title of Opinion Letter, we are forwarding it to our Attorney for review. Unfortunately, we have
not yet received the Fed Ex package you sent yesterday. You may want to track it, if you have not yet.
Thanks again,
Bernard E. Cason
Project Analyst
Telephone: 614-752-2770
Fax: 614-752-2775
e-mail: bcason@culture.ohio.gov
From: SRamiah@nurfc.org [mailto:SRamiah@nurfc.org]

To: Tony Capaci; Bernard Cason
Subject: Fw: Revised Title of Opinion Letter
Importance: High
Tony & Bernard
1) Please confirm that you received the Fedex package I sent to you yesterday. The package contained several
document pertaining to the Freedom Center Resolution Requirements as you requested.
2) Attached please find a revised "Title of Opinion Letter" which is to replace the original one included in the package.
Thanks.
Sylvia M. Ramiah
Executive Assistant to CFO/COO
50 Freedom Way
Phone: (513) 333-7549
Fax: (513) 333-7712
E-mail: sramiah@nurfc.org
----- Forwarded by Sylvia Ramiah/NURFC on 10/24/2007 09:18 AM -----
482
5thfloorKonica@nurfc.org To sramiah@nurfc.org
cc
10/24/2007 09:13 AM
Subject Attached image data.
This is image data from the scanner.
483
Tony Capaci
From: Bernard Cason
Sent: Wednesday, October 17, 2007 1:52 PM
To: Barbara Witt
Cc: Tony Capaci
Subject: Freedom Center Quote
Barbara – Here is the quote that you asked me to send you. “The Freedom Center has been
steadily improving a rather anemic program ratio which has increased each fiscal year from a low of
25% in FY04 to 42% as of June 30, 2007. “ -B
Bernard E. Cason
Project Analyst
Telephone: 614-752-2770
Fax: 614-752-2775
484
Tony Capaci
From: Kathy Fox
Sent: Monday, October 15, 2007 5:28 PM
To: Tony Capaci; Barbara Witt; Dave Wartel
Subject: RE: Sandie Mills is out of the office.
Thanks Tony. Be sure to do a Project Note on the intranet; this is more "red flag"
material.

Thx,
K

From: Tony Capaci
To: Kathy Fox; Barbara Witt; Dave Wartel
Subject: FW: Sandie Mills is out of the office.

FYI, Sandie Mills (Finance Director) is leaving Nurfc.
Thanks,
Tony
From: smills@nurfc.org [mailto:smills@nurfc.org]
To: Tony Capaci
Subject: Sandie Mills is out of the office.

I will be out of the office starting 10/15/2007 and will not return until
10/15/2008.

My last day at the National Underground Railroad Freedom Center is October
15, 2007. Please contact Gary Dowdell,Chief Financial Officer, at
gdowdell@nurfc.org,

486
Tony Capaci
From: smills@nurfc.org
To: Tony Capaci
Subject: Sandie Mills is out of the office.

I will be out of the office starting 10/15/2007 and will not return until 10/15/2008.

My last day at the National Underground Railroad Freedom Center is October 15, 2007. Please
contact Gary Dowdell,Chief Financial Officer, at gdowdell@nurfc.org,

487
Tony Capaci
From: Jessica Fagan
To: Brian Hoffmeister (brian_hoffmeister@lsc.state.oh.us); Lori Payne (lpayne@ag.state.oh.us);
Derek Bridges (Derek.Bridges@obm.state.oh.us); OCFC
Subject: September2007.html
Below please find the September 2007 Monthly Report to the Commission; please let me know if you have any
questions.

September 2007
COMMISSION NEWS
The Commission reimbursed three local project sponsors totaling more than $378,000 on paid invoices during the
month of September. The total amount reimbursed includes:

$201,490 McKinley Museum Improvements
$34,397 Toledo Museum of Art
PROJECT NEWS
Officials from the National Underground Railroad Freedom

Center (NURFC) and Commission staff are moving forward
with a plan that will make the museum a likely candidate for the
Commission’s November 2007 meeting agenda. The
Commission’s bond counsel is scheduled to draft a proposed
extension of the lease agreement with NURFC as well as an
addendum to the Cooperative Use Agreement. The revised lease
would be coterminous with a new Cooperative Use Agreement,
and would provide security for the state’s investment through an
extended real property interest in the facility. NURFC’s bank
would have to agree to subordinate their interest in the facility to
the proposed lease extension (The Commission holds first lien
position with our existing lease). The proposed arrangement is
(Hamilton County) suggested as a remedy to the $7.75 million gap in the museum’s
capital funding model. Project Manager Tony Capaci is creating a
summary of the revised business plan submitted by NURFC
officials, which will be distributed to Commission members for review prior to the November meeting. The museum plans
to seek Commission approval of the $2 million in state capital funds appropriated in the December 2006 capital bill.
488
Commission staff members are working to resolve insurance issues with the Chester Academy project. The
Commission approved a $25,000 appropriation in August 2006, and legal agreements were entered into with the local
sponsor in February 2007. The local project sponsor does not have adequate general liability and property insurance, and
appropriate insurance coverage is required as part of the Commission’s Cooperative Use Agreement and the
Construction Administration and Funding Agreement. Commission staff is working with the Meigs County Commissioners
in an attempt to resolve the issue; the county has general liability and property insurance on the building, to which they
may be able to add the Commission, the state of Ohio, and other necessary parties as additional insureds. Commission
staff expects to hold further discussions with county officials this month.
Commission Executive Director Kathy Fox and Project Manager Samantha Cothern attended a kick-off meeting
with representatives of Nationwide Children’s Hospital on September 4. The meeting outlined the hospital’s $740-
million expansion plans as they relate to the facility’s $1-million appropriation to build an amphitheater in an adjacent park.
Hospital representatives also discussed the cooperative relationship formed with the City of Columbus’s Recreation and
Parks Department, which owns the adjacent Livingston Park—a candidate for the amphitheater’s location. The overall
expansion plan will add one million square feet to the hospital complex by 2012, making it one of the largest pediatric
facilities in the nation. Hospital officials have not indicated a timeline by which they anticipate submitting project materials
for Commission review.
Commission staff met with Senator Tim Schaffer and representatives of the Ohio Glass Museum to discuss
possible scenarios for moving the project forward. The museum has a $250,000 appropriation that it plans to use for
museum exhibits and display cases. Sustainability concerns revealed in previous project reviews by Commission staff
have kept state funding for the project on hold. A solution proposed by Senator Schaffer would involve a guarantee by the
Fairfield County Visitors and Convention Bureau to repay state bond funds invested in the project, should the museum
default on its legal obligations to the Commission. Museum representatives will explore the proposal with the visitors
bureau, and pending the outcome, will resume submitting the necessary materials for review and placement on an
upcoming Commission meeting agenda.
Current sponsors of the Fort Piqua Hotel renovation project, representatives of

Piqua’s Flesh Public Library, and Commission staff are discussing the use of
state capital funds for the Flesh Public Library’s planned space within the
building. The library plans to relocate to three stories of the renovated hotel, which
received a $200,000 state capital appropriation. The hotel, listed on the National
Register of Historic Places, will also house restaurants, retail, and a banquet hall when
renovations are complete. The project is utilizing Federal historic tax credits in its
funding model, which may pose challenges in also investing state bond funds in the
project. The sponsor has also applied for state historic tax credits. A remedy now
being explored is for the public library to utilize the appropriation to fund the creation of
a combined art gallery and history museum within the library. More specifics on the
proposed plan for the use of state funds and the provision of culture are forthcoming
from library officials.
The Columbus College of Art and Design recently announced the public phase
of a $12 million capital campaign. The college has already raised $7 million, and
Fort Piqua Hotel has indicated it will direct $8.8 million to capital improvements at its downtown
(Miami County) campus. A major initiative is expected to center on the Broad Street facility—a former
commercial building now owned by the school—to create new classroom, studio, and
gallery space. The college received a $250,000 appropriation in the December 2006 capital bill, which is expected to be
used for roof and façade repairs at the Broad Street building. College officials have not indicated when they expect to
being submitting materials for Commission staff review.
Two Commission funded projects are winding down, while another is just beginning. The Midland Theatre’s
project to conduct exterior drainage improvements is nearing completion after experiencing several delays. The
project’s $175,000 appropriation was approved by the Commission in May 2005. Local sponsors report the project will
come in under budget, leaving approximately $9,000 to be used on a future project. The McKinley Monument’s granite
stair restoration project is also complete. The Commission approved $800,000 in state capital funds in March 2007.
Project Manager Samantha Cothern attended the Monument’s 100th anniversary dinner on September 21, and spoke at
the event on behalf of the Commission. Also in attendance at the event were Senator J. Kirk Schuring and Canton Mayor
Janet Weir Creighton. Meanwhile, officials at Riverbend Pavilion held a groundbreaking ceremony for the new
4,100-seat amphitheater to be built using $3.25 million in state capital funds. The project received Commission approval
on August 16, 2007, and local sponsors broke ground on August 30.
489
The Southern Hills Arts Council was awarded a $30,000 grant by the Governor’s Office of Appalachia to support
renovations of the Markay Theatre. The theater was a focal point of the city of Jackson when it was built in the 1930s,
and continues to be a critical element in efforts to revitalize the downtown. The Markay has a $200,000 state capital
appropriation, which is expected to be used for various interior improvements, including the box office, restrooms, and
storage areas. Local sponsors report a recent anonymous gift of $50,000 in addition to the $30,000 state grant, and
indicate they are planning to submit materials in the coming months for assessment by Commission staff.
The Great Lakes Science Center received approval to build its proposed walkway connecting to the Steamship
William G. Mather Museum. The Cleveland City Planning Commission approved a design for the 400-foot climate-
controlled walkway, which would enable the science center to open the Great Lakes freighter year-round, rather than the
six months the steamship is currently open. The cost of the project is estimated at $3.3 million, and science center officials
have stated that they expect the walkway will be open one year from now. The Steamship Mather Museum has state
appropriations totaling $700,000 that could be used to fund a portion of this project, but officials have not indicated when
they expect to begin submitting materials for review by Commission staff.
Approximately 10 cultural facility projects are currently in assessment for potential placement on the
Commission’s November meeting agenda, along with two projects of the Ohio Historical Society. Those projects
that successfully submit the necessary materials for assessment by the posted deadlines and, after thorough review, can
be recommended by Commission staff, will be placed on the Commission’s upcoming meeting agenda.
ITEMS OF INTEREST
Substitute House Bill 9 of the 126th General Assembly, Ohio’s new public records law, took effect on September
29, 2007. Although the definition of “public records” remains unchanged, the law imposes on public offices new
obligations with regard to responding to public records requests, and requires public offices to adopt a public records
policy for responding to such requests. In compliance with the new law, the Commission Executive Director has approved
a public records policy, and has adopted the general schedules for records retention as established by the Department of
Administrative Services. The agency’s new public records policy will be presented to the Commission for formal adoption
at the November 2007 meeting.
Preliminary discussions on requests for the 2008 capital bill are heating up. Commission staff members have fielded
an increasing number of inquiries in recent weeks from local project sponsors and public officials regarding potential
projects and eligibility requirements. In addition to a number of phone inquiries, Commission staff held two meetings in
September with potential project sponsors; a meeting with a third potential sponsor is scheduled for early October.
STAFF NEWS
LeeAnne Woods has been promoted from Project Analyst to Project Manager as part of the Commission’s effort to
increase the agency’s project services group, a result of the agency’s increased operating funds included in the FY 2008-
2009 operating budget bill. LeeAnne was selected from among a pool of qualified candidates to fill the Project Manager
role. A staff member since March 2007, LeeAnne has quickly grasped the policies and procedures of the project services
arena. LeeAnne holds an M.B.A. from Florida International University as well as law degree from Case Western Reserve.
As a result of the promotion, the Commission will now look to hire two project analysts in order to fully staff three project
management teams.
In other staffing news, the Office of Budget and Management (OBM) has not yet approved the Commission’s
request to increase the agency’s personnel ceiling by four, which was submitted more than two months ago. The
additional staffing is within the Commission-approved operating budget contained in Am. Sub. H.B. 119, signed into law
by the Governor in June. The Commission Executive Director and Assistant Director continue to work with OBM to
respond to requests for information about the staffing plan. Selection processes for the new personnel have been
completed, and so in the interim, Commission management has hired three of the four on contract or through temporary
staffing firms in order to meet the demands of the project workload.
NEW PROJECT PROFILE
490
The Vinton County Historical Society Alice’s House project received a
$50,000 appropriation in the December 2006 capital bill. Alice’s House is the
name of the historic property that houses the Vinton County Historical and
Genealogical Society. State funds will be used for a variety of renovations,
including new windows and storm doors; new HVAC, security, and fire alarm
systems; exterior painting; and an entrance ramp compliant with the Americans
with Disabilities Act.
The King Arts Complex, located in Columbus, is the recipient of $150,000

in state capital funds, appropriated in the December 2006 capital bill. The
multi-arts facility serves the community with visual and performing arts
Vinton County Historical Society programs, arts education initiatives, and permanent exhibitions. State funds will
Alice’s House be directed toward sidewalk improvements, lighting and electrical work, and a
new sump pump and other drainage remediation. The King Arts Complex’s state
funds come from a shared appropriation with the Lincoln Theatre under the appropriation line-item name King-Lincoln Arts
and Entertainment District.
Thursday, November 29, 2007 10:00 AM at the Commission office

2008 meeting schedule TBA

491
Tony Capaci
To: Tony Capaci
Cc: GDowdell@nurfc.org; dmurphy@nurfc.org; gturk@nurfc.org
Subject: Fw: More Questions--Answers--Private support and government revenue to expense ratio

Tony,

I forwarded email from our Financial Analyst with a breakdown of fundraising costs per 2006
audited financial statements. Please note that the total functional expenses include both
direct and indirect costs related to fundraising and development plus five other activites
(government, membership, group & tourism, facility rental, and public relations &
advertising). See ratios below.

Thank you.

Sandie

Sandra M. Mills, CPA
Director of Finance, Accounting & Human Resources National Underground Railroad Freedom
Center 50 East Freedom Way Cincinnati, OH 45202

(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

‐‐‐‐‐ Forwarded by Sandie Mills/NURFC on 10/10/2007 04:40 PM ‐‐‐‐‐

George Turk/NURFC

10/09/2007 04:18 To
PM Sandie Mills/NURFC@Nurfc, Gary
Dowdell/NURFC@Nurfc
cc

Subject
Fw: More
Questions‐‐Answers‐‐Private support
and government revenue to expense
ratio

492
__________________

Sandie and Gary
‐‐‐‐‐ Forwarded by George Turk/NURFC on 10/09/2007 07:57 AM ‐‐‐‐‐

Sandie
Mills/NURFC
To
10/08/2007 05:30 "Tony Capaci"
PM <tcapaci@culture.ohio.gov>
cc
Gary Dowdell/NURFC@Nurfc,
dmurphy@nurfc.org
Subject
Re: More Questions(Document link:
George Turk)

Sandie and Gary‐‐‐I believe the amounts below reflect how expense to revenue ratio's are
calculated for private support and government versus Sandie's earlier response which included
earned revenue areas (should not be included) and allocation of museum operations expenses
not normally added to ratio‐‐even if we do ratio of revenu to expense is higher than Sandie's
response

Item 1 below‐‐The $2.658 million includes interest and depreciation ‐‐would not include in
ratio calculation

Summary of expenses in $2.414,738 (excludes interest and depreciation) see financials is
below‐‐would use direct of $1,011,661 versus $9,227,488

Direct
Museum Ops Direct &
Revenue to
Allocation Indirect Revenue Direct
Exp.. Ratio
Development/fundraising $1,011,661 $184,752
$1,196,413 $9,227,488 9.1 to 1
Government 213,912 11,379
225,291 3,167,203 14.8 to 1
Membership 116,610 16,873
133,483
Group & Tourism 138,794 20,083
158,877
Facility Rental 161,140 23,317
184,457
Public Relations & Adv. 473,877 42,340
516,217
Total 2,115,994
298,744 2,414,738
493

You may want to forward this on to Tony
George

Tony,

1) What is fundraising ratio?

Per 2006 audited financial statements, the ratio of fundraising expenses in the amount of
$2,658,810 to private contributed support $9.447,211 was 28% and ratio to private plus
government support $12,614,414 was 21%.

494
Tony Capaci
From: Kathy Fox
Sent: Saturday, September 22, 2007 6:02 AM
To: Tony Capaci
Subject: RE: Outcomes 20070920 Kathy-tony one on one
Thanks Tony. I appreciate your promptness w/ this. The Outcomes will be most useful if they are as clear as possible.
See my clarifications below, marked by KMF: in purple
0K
From: Tony Capaci

Sent: Friday, September 21, 2007 9:29 AM
To: Kathy Fox
Subject: Outcomes 20070920 Kathy-tony one on one
Outcomes 20070920
One on one Kathy/Tony
Attendees: Kathy; Tony
Scribe: Tony
Date: September 20, 2007
Decision: CMC must comply with our request to provide certified payroll reports to the trade association which
has requested them. (Laborers-Employers Cooperation and Education Trust) Payroll reports must be in proper
order including wage hours and rates for employees (owner is excluded from providing rate and wages).
Action Item: Obtain from owner prevailing wage chart detailing appropriate rates and check those rates
actually paid to the chart. Once rates are verified make payroll reports available to Jessica so she can draft a
response to the trade association.
Person Responsible: Tony C/Jessica
Date to be completed by: Make request for chart 9/20/07 and check wages paid when chart is received.
Decision: The lease for the Kings Art Building in need of the repairs (the York Mason structure) must also
have a non-disturbance and estoppel agreement executed and attached. KMF: the non disturbance and extopple
is a document that is executed by the Lessor at the same time that they sign the acknowledgement on the CUA.
The non disturbance and estopple is not an attachment to the Lease, per se.
Action Item Obtain copy of the leases and determine the building in which the repairs are to be made and
ascertain a non disturbance and estoppel is executed for that building. Inform the sponsor we cannot provide
funds into a building under lease without a non-disturbance and estoppel agreement.
Person Responsible: Tony C
Date to be completed by: Reach out to contact Barbra 9/21/07.
495
Decision: Aronoff Center is responsible for all other types of insurance necessary other than the property
insurance which the Treasurer of State will continue to pay.
Action Item Get copy of policy to Steve Loftin and ascertain he is aware Cincinnati Arts Association is
responsible for all other types of insurance
Date to be Completed by: 9/21/07
Decision: Chester Academy must comply with insurance requirements regarding additional insureds and
prevailing wage requirements as each are detailed in the CAF and CUA. KMF: What we discussed was that
since the county is the owner and they have insurance, the county adding the Commission, the Treasurer and the
OPFC as additional insureds should satisfy the CUA requirement for insurance.
Action Item When we have more information, based on their response to the inquires made to Perry Vanadoe
we can pay the invoice submitted if they come into compliance. In the event they fail to provide the necessary
prevailing wage report and additional insureds as stipulated in the CAF and CUA Jessica will formulate a letter
to their Representative and Senator notifying them of the situation. KMF: This action item would be clearer if
it identified specific parties by name, rather than “they” since there is more than one local party involved.
To be completed by: Tony C (Jessica will draft letter if necessary)
Date to be completed: September 26, 2007
Decision: The CUA entered into with Miami Township (and other townships/cities) must succinctly reflect the
appropriate level of indemnification and release from liability language so as to protect OCFC, the state, the
Treasurer of State, and OPFC while also protecting the township officers from personal liability they would be
exposed to for signing a contract whereby the Fiscal Officer has not certified monies set aside for a potential
claim.
Action to be taken: Compare indemnification language in existing CUA to both the language proposed by the
Miami Township Attorney and the language proposed by Tom Rocco. Upon comparison make decision if
Rocco should counsel us on revised document or if we should draft language on our own. KMF: the action
step was to schedule a meeting w/ KF, TC, LW and DW to review the comparison and then make a decision as
to any further need for advice from outside legal counsel.
To be completed by: LeeAnne Woods
Date to be completed by: September 25, 2007
Decision; The Commission must be well informed as to the risk in approving the NURFC project. The
members must be informed on those steps Management at NURFC has taken to improve the financial scenario
and the ramifications and form of the proposed lease extension. Pledge receivable exceptions must be resolved.
Action to be Taken: A synopsis summarizing the NURFC business plan must be created to inform
commission members as to the current business assessment of the Freedom Center. Bond counsel opinion must
496
be sought to determine the proper form for the lease extension and the CUA to take. Pledges paid since June 30
must be reported to determine resolution to pledge exceptions.
To be completed by; Tony for synopsis and pledges; Kathy for bond counsel opinion KMF: Kathy agreed to
continue to contact S. Grassbaugh. Multiple phone messages have been left for him, and KF will make
additional calls the week of 9/24.
To be completed by: Synopsis by 10/10; pledges by 9/21; bond counsel 10/05 KMF: cannot guarantee that S.
Grassbaugh will complete the drafting by this date. If satisfactory response is not received by end of wk of
9/24, then we will revisit the decision to hire him for this project
-----------------------------------------------------------------------------------------------------------
Decision: We must work with the sponsor to establish a viable plan for FT. Piqua to pursue in order to meet
their goal of creating an integrated library/museum/art gallery. Local match must be determined.
Action to be taken: Obtain fair market value of rent and compare it to the actual rent paid by library.
Calculate the delta and determine local match. Inform sponsor that displays and exhibits can be done and that
we will require a detailed plan.
To be completed by: Tony
Date to be completed by: Request sponsor to obtain comparable rent report and inform sponsor displays can be
purchased by 9/21/07
Decision: Determine if Westcott House has been approved for state historic tax credit
Action to be taken: E-mail Bill Slocum and request status
Decision: Sublease to NAHF should be executed with CUA and reimbursement request expedited. KMF:
note that a sublease was probably not needed based upon prior bond counsel advise regarding similar chain of
property rights on similar situation w/ COSI/Toledo (Commission directly leases property from owner, then has
a Management Agreement w/ nonprofit local sponsor) If completing the sublease doc becomes problematic,
then revisit the decision to use one.
Action to be taken: Send draft of CUA and sublease to NAHF
497
Tony Capaci
From: Temp3
To: smills@nurfc.org
Cc: Tony Capaci; Temp3
Subject: RE: Follow Up Requests
Sandie,

You are welcome and we look forward to hearing from you soon.

Bernard

To: Temp3

Bernard,

We will research our records for additional documentation on exception pledges.

Thank you for the timely response.

Sandie


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

"Temp3"
<temp3@culture.oh
io.gov> To
<smills@nurfc.org>, "Tony Capaci"
09/21/2007 08:16 <tcapaci@culture.ohio.gov>
AM cc
"Temp3" <temp3@culture.ohio.gov>
Subject
RE: Follow Up Requests

498

Sandra Mills:

Please find attached the pledge documentation exception worksheet that Tony mentioned
yesterday. If you would indicate pledge amounts paid for each exception and the date paid
that would serve to confirm it as a viable pledge.

Thanks,

Bernard E. Cason

From: Tony Capaci
Sent: Thursday, September 20, 2007 3:52 PM
Cc: Temp3

Sandie,
Yes, I received the pledge documentation and investment statements.
Thanks. We are going through the pledge info and note some donors with varying exceptions to
our standard (signature, date, amount) We will e‐mail you a worksheet detailing by line those
exceptions. If you would indicate pledge amounts paid for each exception that would serve to
confirm it as a viable pledge. Bernard from my office will probably e‐mail you with the
worksheet tomorrow.
Thanks,
Tony

To: Tony Capaci
Cc: gdowdell@nurfc.org.dmurphy
Subject: Follow Up Requests

Tony,

Please confirm that you received my follow up letter with pledge documentation and investment
statements via UPS delivery. Depreciation expense is calculated annually as part of our
year‐end closing. Please use $2,236,819.50 (half year based on 2006) as the estimated
depreciation for the period January 1 through June 30, 2007.

Thank you.

Sandie


(513) 333‐7537 Direct
499
(513) 333‐7500 Main
(513) 333‐7720 Fax

(See attached file: Pledge Card Questions Sept. 14 2007a.xls)
500
Tony Capaci
To: Temp3
Attachments: Pledge Card Questions Sept. 14 2007a.xls
Bernard,

We will research our records for additional documentation on exception pledges.

Thank you for the timely response.

Sandie


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

"Temp3"
<temp3@culture.oh
io.gov> To
<smills@nurfc.org>, "Tony Capaci"
09/21/2007 08:16 <tcapaci@culture.ohio.gov>
AM cc
"Temp3" <temp3@culture.ohio.gov>
Subject
RE: Follow Up Requests

Sandra Mills:


Thanks,
501

Bernard E. Cason

From: Tony Capaci
Cc: Temp3

Sandie,
Yes, I received the pledge documentation and investment statements.
Thanks. We are going through the pledge info and note some donors with varying exceptions to
our standard (signature, date, amount) We will e‐mail you a worksheet detailing by line those
exceptions. If you would indicate pledge amounts paid for each exception that would serve to
confirm it as a viable pledge. Bernard from my office will probably e‐mail you with the
worksheet tomorrow.
Thanks,
Tony

To: Tony Capaci

Tony,


Thank you.

Sandie


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

502
Tony Capaci
From: Temp3
To: 'smills@nurfc.org'; Tony Capaci
Cc: Temp3
Attachments: Pledge Card Questions Sept. 14 2007a.xls
Sandra Mills:


Thanks,

Bernard E. Cason

From: Tony Capaci
Cc: Temp3

Sandie,
Yes, I received the pledge documentation and investment statements. Thanks. We are going
through the pledge info and note some donors with varying exceptions to our standard
(signature, date, amount) We will e‐mail you a worksheet detailing by line those exceptions.
If you would indicate pledge amounts paid for each exception that would serve to confirm it
as a viable pledge. Bernard from my office will probably e‐mail you with the worksheet
tomorrow.
Thanks,
Tony

To: Tony Capaci

Tony,

Please confirm that you received my follow up letter with pledge
documentation and investment statements via UPS delivery. Depreciation
expense is calculated annually as part of our year‐end closing. Please use
$2,236,819.50 (half year based on 2006) as the estimated depreciation for
the period January 1 through June 30, 2007.

Thank you.

Sandie

503

Director of Finance, Accounting & Human Resources
50 East Freedom Way

(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

504
Tony Capaci
To: Tony Capaci

Tony,


Thank you.

Sandie


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

505
Tony Capaci
From: LeeAnne Woods
Sent: Thursday, September 20, 2007 9:34 AM
To: Tony Capaci
Subject: FW: Follow Up Information Requested
Attachments: OCFC-memo_April_2007[1].doc; Full Funding Analysis- April 05 presentation.xls; Full
Funding Analysis- February 2007 presentation.xls; OCFC Source and Use-April 2005-update
to Dec 06.xls; OCfC Source and Use-April 2005.xls; OCFC-5 year proforma-A.xls; OCFC-
Narration_to_Proforma[1].doc
Importance: High

To: Samantha Cothern; Tony Capaci; LeeAnne Woods; Kathy Fox
Cc: GDowdell@nurfc.org; gturk@nurfc.org
Subject: Follow Up Information Requested
Importance: High

Dear Samantha, Tony, Lee Ann & Kathy,

As a follow up to our conversation last week, please note the following
comments and documents attached below:

(1) The Freedom Center actually reduced the "to go" full funding amount
from $7.8 million in 2004 to $7.7 million in 2006 instead of the $6.6
million in 2004 to $7.8 miliion in 2006 comparison discussed over the
phone‐‐see memorandum on "full funding" and "source and use" statements
attached.

(2) We have included in depth narration to support amounts used in the 5
year proforma

(3) A draft of the audited financials will be sent via email on Monday, May
7th.

The first document with attachments is in regards to Source and Use and
Full Funding and are as follows:

(See attached file: OCFC‐memo_April_2007[1].doc)(See attached file: Full
Funding Analysis‐ April 05 presentation.xls)(See attached file: Full
Funding Analysis‐ February 2007 presentation.xls)(See attached file: OCFC
Source and Use‐April 2005‐update to Dec 06.xls)(See attached file: OCfC
Source and Use‐April 2005.xls)

The second documents pertains to narration on 5 year proforma as follows:

(See attached file: OCFC‐5 year proforma‐A.xls)(See attached file:
OCFC‐Narration_to_Proforma[1].doc)
506

If you have any questions on the information provided, please do not
hesitate to call us. We look forward to the May 24th Ohio Cultural
Facilities Commission meeting. Please confirm the meeting time and
location in Akron, Ohio.

Thank you.

Sandie Mills

50 East Freedom Way

(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax
507
Tony Capaci
From: Jessica Fagan
Sent: Monday, August 13, 2007 11:31 AM
To: OCFC; Derek Bridges (Derek.Bridges@obm.state.oh.us); Brian Hoffmeister
(brian hoffmeister@lsc.state.oh.us); Lori Payne (lpayne@ag.state.oh.us)
Subject: July2007.html
Below please find the Monthly Report to the Commission for July 2007 -- please let me know if you have any
questions.

July 2007
COMMISSION NEWS
The Commission reimbursed two local project sponsors totaling more

than $114,000 on paid invoices during the month of July. The total
amount reimbursed
includes:
$13,745 John Bloomfield Home Restoration

Many other project invoices were in process in July; see related article on
the new OAKS financial system in the “Items of Interest” section of this
report.
Commission Secretary Treasurer George Oberer and Member Julie

Kunkel, CPA, participated in the Audit Exit Conference on July 16, 2007
for the FY 05-07 performance audit of the Commission undertaken by the
State Auditor’s Office. The final draft of the Audit Management Letter, as
well as Management’s response letter, were sent to all Commission
Members on July 17. Commission Members will receive the State Auditor’s
official report by mail, directly from the Auditor.
The Akron Art Museum officially reopened to
the public on July 17, 2007 after its
$42-million expansion project. PROJECT NEWS
COSI Toledo got a boost when the Lucas County Citizens Tax Levy
Review Committee voted to recommend that the museum’s tax levy be placed on the November 2007 ballot (read
full article). A proposed tax levy in 2006 failed at the polls by 1,200 votes. At that time, the tax review committee had
remained neutral on recommending COSI’s levy request to county commissioners for placement on the ballot. The
committee chair cited COSI’s increased outreach and services to county residents as a reason the committee voted to
support the levy. David Waterman, COSI Toledo’s board chair, has indicated that the committee’s recommendation is a
508
positive sign. Waterman has also stated that failure to pass the levy in 2007 will result in the museum’s closing. COSI
Toledo has been appropriated a total of $11.9 million in state bond funds, and approximately $10.8 million has been paid
out.
Officials from the National Underground Railroad Freedom Center and Commission staff are investigating a
course of action that may put the museum in a position to receive Commission approval for the $2 million appropriated in
the December 2006 capital bill. After a meeting on July 11, 2007 and a subsequent conference call on July 26, parties
agreed to move forward with investigation of a proposal from the Freedom Center that would extend the Commission’s
existing leasehold interest in the facility. The current leasehold interest would be extended to be conterminous with a new
Cooperative Use Agreement that would be entered into upon Commission approval of the recent capital appropriation. In
exploring the proposal, Commission staff are seeking input from legal and bond counsel. The arrangement would permit
the Freedom Center to continue to utilize interest income from its endowment/investment account to close the capital
funding gap, and provides security for the state’s investment through an extended real property interest in the facility.
Pending satisfactory review of an updated business plan and other required materials, the Freedom Center could appear
on the Commission’s November 2007 meeting agenda. On a related note, Freedom Center representatives indicated
progress in the establishment of an operating endowment with a $5 million goal.
The City of Toledo’s Marina District project will appear on the Commission’s upcoming August 2007 meeting
agenda, seeking to enter into a Memorandum of Understanding (MOU) agreement with the Commission. The
Commission utilizes MOU agreements to provide preliminary approval of projects in instances where the Commission is
able to make one or more, but not all, of the required determinations that result in a project’s full approval. The agreement
outlines the steps project sponsors must undertake before they can be brought before the Commission a second time to
receive remaining approvals. In many cases, the Commission’s preliminary approval can be leveraged by local sponsors
to complete capital campaigns, because the MOU demonstrates the state’s commitment to the project. Marion Palace
Theatre is an example of a project that has utilized the Commission’s MOU agreement to work towards completion of
fundraising for its capital improvements project. The theater appeared before the Commission in August 2005, however
the project was not fully funded at that time. The Commission determined the need for the project in the community, and
subsequently authorized the execution of an MOU. Marion Palace Theatre is tentatively scheduled to appear on the
Commission’s upcoming August 2007 meeting agenda. Should the Commission be able to grant final approval of the
project, the local sponsors can begin to access the total $1.575 million in state appropriations.
The RiverSouth project, in which the Columbus Association for the Performing Arts (CAPA) now proposes to
create a 150-seat cabaret-style theater in downtown Columbus, continues to experience delays in moving
forward. The project has a $1 million state capital appropriation. Although the local project sponsor has submitted a
number of materials for assessment by Commission staff, major omissions include a narrative business plan to support
the five-year pro forma that was submitted, as well as documentation for the use of federal funding which would
demonstrate full funding for the project. The local sponsor plans to fit out the first floor of a planned four-story building for
the theater and its operations, and further documentation will be required of the commercial developer’s secured funding
sources for the construction of the project as a whole. The theater concept has been changed over the last year from a
facility for legitimate theater that would be the primary home of the Contemporary American Theatre Company, to the
more recently presented concept of a cabaret-style theater space with the primary user being CAPA as a presenter and
several local organizations using the space for a few weeks each year. Commission staff will continue to work with the
project sponsor to obtain the remaining necessary materials. CAPA indicates that they now are hoping to be including on
the Commission’s November 2007 agenda.
The long-awaited reopening of the Akron Art Museum occurred in

July, with a series of special events leading up to the museum’s first
official public day on July 17, 2007. The museum’s Defy Gravity Grand
Opening Gala was a sell-out, with 1,500 patrons turning out for the black
tie event on July 7. The gala was followed by members-only preview
days, VIP receptions, and a free, ticketed public sneak-peak on July 15.
The museum has garnered local, national and international press, and
has been reviewed by The New York Times, Los Angeles Times,
Chicago Tribune and the Washington Post. The Los Angeles Times
called the new wing “soaring, audaciously sculptural,” (read review) and
the Chicago Tribune wrote, “If architecture is frozen music, the museum
now sings because of its enlivening tensions between gravity and
The Akron Art Museum’s weightlessness, classical containment and explosive, almost ferocious,
John S. and James L. Knight Building baroque energy,” (read review). State appropriations total $8.7 million,
of which $$7.45 million has been reimbursed to the museum to date.
509
Cleveland Public Theatre (CPT) has been named a Champion in Action for its excellence in community arts
programming. The Champion in Action award is given quarterly by Charter One Bank and WJW FOX 8 to worthy
nonprofits that address community needs in northeast Ohio. The award provides a $25,000 grant, public relations and
volunteer support. Cleveland Public Theatre is a leading experimental performance venue that prioritizes developing local
talent and innovative community outreach. CPT completed an improvements project through the Commission in 2004
utilizing a $112,000 share of a larger appropriation for the West Side Arts Consortium, and has been designated to utilize
a $100,000 appropriation for the Gordon Square Arts District for planned HVAC upgrades. The organization is raising the
necessary funds for the project before beginning the Commission assessment process.
ITEMS OF INTEREST
The Commission launched a new website on August 1, 2007. In addition to a fresh look for the site, the new design
streamlines navigation, includes expanded content, and provides online versions of the Commission’s publications.
Among the new additions to the website’s content are an online Press Room, featuring recent press releases and
Commission fact sheets; a Project Planning section that serves as an introduction to capital project planning; and a
Resources page with links to a variety of websites and publications for nonprofits including business planning, fundraising,
and strategic planning. The redesigned site maintains the same web address: www.culture.ohio.gov
Commission staff will undertake three project pre-assessments in the coming weeks. The first will be undertaken
for a project located in Hamilton County. The project received a $100,000 appropriation in the December 2006 capital bill
and was assigned to the Ohio Department of Natural Resources for oversight. After discussions in which ODNR
representatives indicated they have no statutory authority to work with the project, and conversations with the legislators
who sponsored the appropriation, Executive Director Fox offered to review the project to find out if it meets Commission
eligibility requirements. Commission staff will begin gathering information from the local project sponsors for assessment.
Should it be determined that the project fits within the Commission’s guidelines, the necessary legislation would then be
requested to transfer the appropriation from ODNR to the Commission for oversight. The Commission’s proposed Model
Process for Community Capital Improvements Projects seeks to reduce or eliminate instances in which community capital
projects get improperly assigned by gathering sufficient information through the pre-assessment process to understand
which agencies are equipped to oversee each project.
The initial assessment of potential projects as part of the capital appropriations process would also play a role in providing
legislators with a better understanding of proposed capital projects, their strengths and weaknesses, and their readiness
to utilize capital appropriations, should they be made by the Legislature.
State Representative and Ex-Officio Commission Member Shawn Webster requested a pre-assessment of a potential
capital project in his Butler County district. After working with the local project sponsor to obtain information about the
project plans, the Commission staff will provide an objective evaluation of the project for Representative Webster’s
consideration as the capital bill process gets underway in 2008. A third pre-assessment was requested by Representative
T. Todd Book for a proposed expansion of the Portsmouth Murals project, which consists of a series of murals on the
Portsmouth flood wall. These pre-assessments are being done as a courtesy to members of the Legislature. Only a small
number of pre-assessments will be feasible within the Commission’s operating resources. Providing better service for
currently-assigned projects will be the focus for the additional staff to be hired using funding restored in FY 08-09 (see
Staff News, below, for more information).
Dayton’s arts sector saw impressive growth over a recent ten-year period, according to a study published by an
Ohio-based arts consultant. The Dayton Daily News reported on the study, which shows that although annual operations
for arts organizations tripled from $15.7 million in 1994 to $46.4 million in 2005, smaller organizations still struggle, and on
the whole the arts have insufficient endowments and reserves. On a positive note, Dayton arts organizations operate at
better-than-national-average ratios of earned income to private and public support. The news story also indicates that
Culture Works, the largest provider of general operating support for arts organizations in Greater Dayton, is working to
establish a common endowment fund that would benefit the arts sector as a whole, and could generate as much as $2.5
million in additional operating support annually (real full article).
The Commission has started a new fiscal year under the state’s new OAKS system. The financial component of the
system launched as planned on July 1, 2007, the beginning of fiscal year 2008. Although there have been a few
temporary system-wide glitches, the Commission’s fiscal officer Myra LaCava has been able to pay vendors utilizing the
new system. In the coming months, Commission staff will begin developing new internal procedures in order to align with
the OAKS system, consistent with the Commission’s guidance at the November 2006 meeting.
510
STAFF NEWS
New Positions: Using the increased resources afforded by the operating funds restored to the Commission in the state’s
operating budget bill, we are recruiting for three positions in the project services group. Another new position will be filled
to coordinate the Commission’s increasingly complex computerized information systems.
Operations Coordinator: We are also recruiting to fill the Operations Coordinator position.
Cheri Miller will become Regional Marketing Manager for The Little Clinic, a healthcare services company that manages
walk-in clinics placed inside retail locations. In her exciting new job, Cheri will be responsible for marketing initiatives in
Columbus, Toledo and Detroit.
NEW PROJECT PROFILE
The County Line Historical Society of Wayne/Holmes Counties received a

$100,000 appropriation in the December 2006 capital bill. The Society is currently
renovating an 1870s building on the main street in Shreve, Ohio, for conversion into a
historical museum. The state-funded portions of the project will include the completion
of construction of an addition to the historic building, as well as the rehabilitation of the
original portions of the building, known as the “Old Tin Shop.” Completion of these two
projects will allow the Society to open the museum to the public.
Karamu House provides dynamic arts education programs and a renowned

theater program, as well as social, economic and educational development
opportunities in the Cleveland community. A $100,000 appropriation was included for
Karamu House in the December 2006 capital bill. The local sponsors hope to utilize
the state funds to assist with replacing the facility’s HVAC/boiler system.
County Line Historical Society FUTURE COMMISSION MEETINGS

(Wayne/Holmes Counties)
Thursday, August 16, 2007, 10:00 AM at the Commission office
Thursday, November 29, 2007 (starting time and location TBA)

511
Tony Capaci
From: LeeAnne Woods
To: Tony Capaci
Subject: NURFC Punch List
I finished a very rough draft of the letter. I thought you may want to review the content before going any further, and you
had mentioned bringing Dave into the discussion. I asked him about requiring Board Meeting minutes and he advised
against it because that is not something we usually request but he did feel that we needed to ask for the “Business plan
approved by the board.” You will see that language in the first draft.
S:\PROJECT MANAGEMENT\1.Cultural Projects\National Underground Railroad Freedom

Center\Correspondence\August 2007 Punch List Letter.doc
LeeAnne Woods
Project Analyst
Telephone: 614-752-2774
Fax: 614-752-2775
owned professional sports venues. You are invited to visit www.culture.ohio.gov or call (614) 752-2770 for more information on the Commission
or to learn how we can assist your cultural facility project.
512
Tony Capaci
To: Tony Capaci
Subject: Punch List

Tony,

Per our telephone conversation today, please provide a punch list as soon as possible for
both the ongoing quarterly reports and any information needed for the November 2007
Commission meeting. You should already have the first quarter 2007 financial information and
2006 audited financial statements. We are in the process of closing our books for the second
quarter.

Thank you.

Sandie


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

513
Tony Capaci
From: Jessica Fagan
Sent: Monday, July 09, 2007 9:15 AM
To: OCFC; Brian_Hoffmeister@LSC.STATE.OH.US; Lori Payne (lpayne@ag.state.oh.us);
Anthony Perry (anthony.perry@obm.state.oh.us)
Subject: June2007.html
Below please find the Monthly Report to the Commission for June 2007.

June 2007
Two sports projects assigned to the COMMISSION NEWS

Commission revealed preliminary designs to
the public during the month of June: Governor Strickland signed the state’s operating budget bill for
the 2008-2009 biennium into law on June 30, 2007. A House-
Senate conference committee kept provisions included in the Senate
version of the bill that restore the Commission’s project management
funding to the appropriation level of fiscal years 2004-2005. The
Commission’s first priority will be to hire additional project
management staff to oversee the more than 250 projects that have
been assigned to the Commission.
Commission Member Harry Lehman has been appointed to the

board of the School Employees Retirement System by Ohio
Toledo Ice Arena (Lucas County) Treasurer Richard Cordray. Mr. Lehman will fill an unexpired term as
the treasurer’s investment designee, effective immediately. His term
will run through December 2, 2008.
The Commission reimbursed five local project sponsors totaling

more than $5.7 million on paid invoices during the month of June.
The total amount reimbursed includes:

$2,000,000 Great American
Ball Park
$155,335 Ohio Historical
Society – various
projects
$2,753,237 Schuster Center for
Huntington Park (Franklin County) the Performing Arts
$158,891 Western Reserve
Historical Society
514
PROJECT NEWS
Officials from the Western Reserve Historical Society, which operates Hale Farm and Village, have indicated
plans to move forward with their project to renovate two wings of the Jonathan Hale House, the primary building at
the historical village. The project received a $250,000 appropriation in Am. Sub. H.B. 16 of the 126th General Assembly,
and received Commission approval in May 2006; however, construction plans were put on hold when bids came back
higher than anticipated. The project sponsor received revised bids that meet the project budget, and anticipates
construction will begin as soon as the county issues a building permit, which is expected to be this summer.
Commission staff requested a variety of submittals and reporting requirements of the Johnny Appleseed
Heritage Center, Inc. (JAHCI) in correspondence dated June 20, 2007. The letter reiterates the need for JAHCI to
adequately and fully address prior questions posed by Commission staff regarding its financial recovery plan. In addition,
the letter outlines additional reporting requirements, including a progress report summarizing the results of a fundraising
campaign, and operating revenue and expense reports, by September 15, 2007. Additional documentation is being
required as soon as July 1, 2007.
At the request of the Commission, the Board of Directors of the Muskingum Watershed Conservancy District (MWCD),
from whom JAHCI leases the facility, is considering a resolution that approves the reduced level of cultural programming
now being offered by JAHCI and waiving the requirement for an outdoor drama specifically related to Johnny Appleseed.
In addition, the resolution would authorize MWCD to work with the Commission to explore contingency options, which
could include contracting with a new operator, should JAHCI be declared in default by the Commission. The resolution is
expected to be adopted by September 2007.
Commission staff will review the information received from JAHCI and will report to Commission members on progress
and recommended actions as appropriate.
Executive-level comings and goings were reported at several Commission project sites over the last several
weeks. The Dayton Art Institute has announced its hiring of David Brigham as Director and CEO. Brigham will take the
helm on August 20, 2007, and is most recently executive director of the Allentown Art Museum in Pennsylvania (read full
article). Leadership at two historic theaters is changing hands: Stambaugh Auditorium director Steven Small resigned,
effective May 25, 2007, and executive director Costin Manu of the Sandusky State Theatre (SSTI) announced his
resignation (read full article). Manu reportedly will continue to serve as a consultant to Sandusky State Theatre, and
leaves the theater with a new operating plan in place and a 2007-2008 season on the schedule. Finally, two high-level
executives are leaving the National Underground Railroad Freedom Center: president Spencer Crew and executive vice
president of advancement Love Collins III are leaving the Cincinnati institution for new jobs (read full article). Both
Stambaugh Auditorium and the Freedom Center received new appropriations in the December 2006 Capital Bill.
Franklin County officials publicly unveiled plans for the new Columbus Clippers baseball stadium, Huntington
Park, to be built in the Arena District near downtown Columbus. Designers are planning a ballpark to seat 10,000 fans,
with the closest seats located just 48 feet from the bases. Driven in part by the small 8-acre footprint the stadium will
occupy, 360 Architecture, in association with Moody Nolan, has designed an intimate but state-of-the-art stadium that will
include suites, club seating, and a rooftop patio available for parties. County officials intend to keep Clippers games
affordable, retaining $3 - $6 general admission ticket prices, $3 event parking, and the popular “Dime-A-Dog” nights (read
full article). Huntington Park received a $7 million appropriation in the December 2006 Capital Bill. County officials have
submitted materials to Commission staff, which are currently in assessment for potential placement on the August 2007
meeting agenda. The Commission has engaged sports facility consultants Brailsford & Dunlavey for services including
analysis of economic and fiscal impact, market and financial feasibility studies, and construction plans, specifications,
contracts and schedules.
Arena plans were also unveiled in Toledo, as Lucas County officials revealed preliminary designs for a new
downtown sports arena to the public on June 13, 2007, and announced plans to seek community input in several public
forums. The future arena, which has a $5.5 million state appropriation, is expected to seat up to 10,000 people. County
officials are emphasizing the importance of community input to create a final design, hoping to build broad-based support
for arena events, which will include minor league hockey, concerts, and more (read full article). This project is also moving
forward through the Commission assessment process, including analysis by sports facility consultants Brailsford &
Dunlavey.
Commission staff met with representatives of the National Underground Railroad Freedom Center regarding the
institution’s most recent capital appropriation of $2 million in Am. Sub. H.B. 699 of the 126th General Assembly.
Funding models submitted by Freedom Center representatives in February 2007 indicate that the institution has not made
progress toward completing its capital campaign. Prior approvals from the Commission for the expenditure of state funds
515
were based upon the understanding that the Freedom Center would set aside funds from its endowment/investment
account that would stand in the place of its capital fundraising shortfall, and that within a short period of time the Freedom
Center would complete its capital fundraising campaign, producing project funding to equal the total project costs.
Two years later, the Commission staff assessment indicates that the project is not fully funded. Total project costs to build
the Freedom Center were nearly $117.7 million, and the organization’s total received and confirmed funding sources are
approximately $110 million, including state appropriations, resulting in an apparent funding gap of $7.75 million. Although
the Freedom Center completed a successful $8-million fundraising campaign in 2006 to reduce operating debt,
Commission staff remains concerned that no further fundraising progress has been made with regard to the capital
project. Commission staff have suggested an expedient solution to achieve full funding for the project, in which the
Freedom Center may identify a guarantor for the $7.75 million funding gap. Such an action would permit Commission staff
to recommend the Freedom Center for placement on an upcoming Commission meeting agenda for approval of the recent
$2 million appropriation. Freedom Center officials will meet with Commission staff again in July to discuss the status.
Several Commission-funded projects are the recipients of appropriations in the state’s 2008-2009 operating
budget bill. Operating funds were granted to a number of Commission partners, including: $100,000 per year of the
biennium for the Cincinnati Arts & Technology Center, the Contemporary Arts Center, the Great Lakes Historical Society
and the Steamship William G. Mather Museum. The Tecumseh! outdoor drama received $60,000 per year, and $350,000
per year went to both the Cincinnati Museum Center and the Western Reserve Historical Society. The list also includes
Toledo’s Marina District “Riverfront Park” project, which has a $4.9 million state appropriation through the Commission.
The project earned a $1.5 million state grant, putting the City of Toledo closer to assembling the required funds to begin
construction on the park, in cooperation with developer Dillin Corp. Plans for the park call for several community gathering
spaces that can be used for outdoor performances, public art, festivals, and other cultural activities. Missing from the list is
the National Underground Railroad Freedom Center; in the original version of the budget, $250,000 per year was set
aside for the museum, but was removed in the House version of the bill. All of the above operating funds are assigned
through other state agencies. The Commission’s statute prohibits the Commission from providing operating funding.
NEW PROJECT PROFILE
The Massillon Museum is a local art and history museum that holds major
collections of photography; costumes and textiles; china, glass and pottery;
domestic appliances; and circus memorabilia. Housed in a 1930s building that was
originally a dry goods store, the museum was renovated in the early 1990s and
opened as the Massillon Museum in 1996. An appropriation of $275,000 in Am. Sub.
H.B. 699 of the 126th General Assembly will assist the Massillon Museum with
necessary upgrades to its storage area, HVAC system, lighting and security.
The French Art Colony received a $100,000 appropriation in the December 2006
Massillon Museum Capital Bill. Housed in an 1855 Greek Revival building listed on the National
(Stark County) Register of Historic Places, the French Art Colony is located in Gallipolis' Historic
District along the Ohio River. This community arts center offers exhibitions and
workshops, hosts meetings and special events, and sponsors a variety of arts
classes for all ages. Local sponsors plan to use the $100,000 appropriation for
necessary renovations to parking areas, walkways, and ADA-compliant entrances, as
well as improvements to the building's front porch and patio.
French Art Colony Thursday, August 16, 2007 10:00 A.M. at the Commission Office
(Gallia County) Thursday, November 29, 2007 (starting time and location TBA)

516
Tony Capaci
From: Dave Wartel
To: Tony Capaci; LeeAnne Woods; Jessica Fagan; Kathy Fox; Cheri Miller
Subject: NURFC Execs Leaving
Two top execs leaving Freedom Center
Associated Press - June 22, 2007 3:45 AM ET
CINCINNATI (AP) - Two top executives are leaving the National Underground Railroad Freedom Center in Cincinnati.
The center announced yesterday that president Spencer Crew is leaving for an endowed faculty position at George
Mason University in Virginia. Love Collins the Third, executive vice president of advancement, is leaving for a fund-raising
job at Benedict College in South Carolina.
Freedom Center officials haven't decided how to replace the high-paid executives, whose salaries were questioned amid
the museum's financial problems.
The Freedom Center opened in August 2004 and lost more than five million dollars in its first 18 months, leading to
layoffs.
A museum spokesman says the executives' professional standing justified their salaries.
Information from: The Cincinnati Enquirer, http://www.enquirer.com
Copyright 2007 The Associated Press. All rights reserved. This material may not be published, broadcast, rewritten or
redistributed.
517
Tony Capaci
From: Kathy Fox
Sent: Sunday, June 10, 2007 11:34 AM
To: OCFC
Subject: Gongwer article on the Freedom Center.
This article ran in Gongwer’s statehouse newsletter for Friday 6/8 regarding testimony at the Senate
Finance Committee:
Public Testimony: A small earmark for the National Underground Railroad Freedom Center in Cincinnati
became an object of scrutiny as witnesses opposed additional public funding before a Senate panel Friday.
Nearly half of the Freedom Center’s $110 million price tag has been footed by federal, state, and local taxpayer
dollars, said Cathy Nelson, state coordinator for the Ohio Underground Railroad Association. The state should
spend the $250,000 earmark other Underground Railroad sites.
The Freedom Center, which was intended to be a private endeavor, reported a $5.5 million deficit after its first
18 months of operation, she said. “Now it needs another $2-3 million of public funding to continue operating.
At this point, surely the question should be raised, where is all that money going?”
Some of that money is being spent on overly generous salaries for Freedom Center officers, Friends of Freedom
member Rosalind Fultz suggested. The new CEO’s salary is nearly double the governor’s pay.
“A lot of people were offended by that,” she said. “The culture of the Freedom Center seems to be permeated
with a sense of elitism.”
Sen. Ray Miller (D-Columbus) said funding for other Underground Railroad sites shouldn’t come at the
expense of the Freedom Center. “Let’s not frame this as, ‘Let’s not give them any money and give them money
over there.”
Ms. Fultz said they opposed state funding for the Freedom Center because resources are limited.

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775
historical sites and publicly owned professional sports venues. You are invited to visit www.culture.ohio.gov or call (614) 752-2770 for more
518
Tony Capaci
From: Dave Wartel
Sent: Wednesday, June 06, 2007 2:00 PM
To: Tony Capaci
Subject: FW: Don Murphy Bio
Attachments: Don Murphy Bio-nlh60607.doc
Can you please save all three bios to the S:\ so we can refer to them later?
Thanks.
From: Cheri Miller

Sent: Wednesday, June 06, 2007 11:21 AM
To: Kathy Fox
Cc: Dave Wartel; Tony Capaci; LeeAnne Woods
The last of the three requested bios for the NURFC representatives is attached.
Thanks
Cheri
From: NHamilton@nurfc.org [mailto:NHamilton@nurfc.org]

To: Cheri Miller
Cc: SRamiah@nurfc.org; SRuhe@nurfc.org
Subject: Don Murphy Bio
Hello Cheri,
Per your request I've attached Don Murphy's bio.
Thanks,
Nicole L. Hamilton
50 East Freedom Way
Phone: 513.333.7516
Fax: 513.333.7712
nhamilton@nurfc.org
519
Tony Capaci
To: Tony Capaci
Subject: Re: Nurfc escrow
Attachments: NURFC escrow 9-08 doc.docx
Thank you!

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org

cc
10/10/2008 03:45 PM Subject Nurfc escrow
Ben,
Attached is the escrow balance.
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
523
Tony Capaci
From: Myra La Cava
To: Tony Capaci
Attachments: NURFC escrow.doc
Tony,

Attached is a memo for NURFC – will you please forward it to Ben Reece.

Thanks.

From: Tony Capaci
To: Myra La Cava
Thanks…I’ll tell him two to three weeks. Let me know when you have it.
Thanks again

From: Myra La Cava
To: Tony Capaci
As of today, the interest has not been posted by State Accounting. It should be soon, however, once I know the amount
it will require allocating it to all projects for which we are holding escrow which takes a little bit of time. And, I don’t
know if I will be able to move that up to the top of my priority list. (Currently,I am working on Financial updates for
approvals by Leadership Team & Otto).

Maybe by the middle of next week.

From: Tony Capaci
To: Myra La Cava
Myra,
Nurfc is requesting an escrow statement. Could you let me know when a reasonable time is they can expect it?
Thanks,
Tony

To: Tony Capaci
Subject: Fw: NURFC Escrow account
524
Tony,
I would like to request a statement of our escrow account. Based on previous email it might not be ready yet, but I want to
get on the list so that when they do become available this month we get our statement as quickly as possible.
Thank you,
Ben

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
Benjamin Reece/NURFC To "Tony Capaci" <tcapaci@culture.ohio.gov>
cc
09/03/2008 01:22 PM Subject
RE: NURFC Escrow account Link
Tony,
Thank you for the information. I will contact you again in October to make my request.
Ben

cc "Myra La Cava" <mlacava@culture.ohio.gov>
09/03/2008 01:17 PM Subject RE: NURFC Escrow account
Ben,
Please call me Tony…the Office of Budget and Management will not post the interest until a couple of weeks past the quarter end.
That would put it two weeks into October. Contact me then and I will get you the information.
Thanks,
Tony

To: Tony Capaci
Mr. Capaci,
Thank you,
525
Ben
526
Tony Capaci
From: Tony Capaci
Ben,
I checked with our finance dept and we still have not received the interest calculation. Once we get that we have to
verify and allocate which could take some time. Best guess at this point is two to three weeks from now.
Thanks,
Tony

To: Tony Capaci
Tony,
Thank you,
Ben

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
cc
09/03/2008 01:22 PM Subject
Tony,
Ben

527
Ben,
Thanks,
Tony

To: Tony Capaci
Mr. Capaci,
Thank you,
Ben
528
Tony Capaci
From: Tony Capaci
To: Myra La Cava
Tracking:
Tracking Recipient Delivery Read
Myra La Cava Delivered: 10/8/2008 2:32 PM Read: 10/9/2008 9:21 AM
Thanks…I’ll tell him two to three weeks. Let me know when you have it.
Thanks again

From: Myra La Cava
To: Tony Capaci


From: Tony Capaci
To: Myra La Cava
Myra,
Thanks,
Tony

To: Tony Capaci
Tony,
Thank you,
Ben

Controller
529
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
cc
09/03/2008 01:22 PM Subject
Tony,
Ben

Ben,
Thanks,
Tony

To: Tony Capaci
Mr. Capaci,
Thank you,
Ben
530
Tony Capaci
From: Myra La Cava
To: Tony Capaci


From: Tony Capaci
To: Myra La Cava
Myra,
Thanks,
Tony

To: Tony Capaci
Tony,
Thank you,
Ben

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
cc
09/03/2008 01:22 PM Subject
RE: NURFC Escrow accountLink
531
Tony,
Ben

Ben,
Thanks,
Tony

To: Tony Capaci
Mr. Capaci,
Thank you,
Ben
532
Tony Capaci
From: Tony Capaci
To: Myra La Cava
Tracking:
Myra La Cava Delivered: 10/8/2008 1:35 PM Read: 10/8/2008 2:17 PM
Myra,
Thanks,
Tony

To: Tony Capaci
Tony,
Thank you,
Ben

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
cc
09/03/2008 01:22 PM Subject
RE: NURFC Escrow accountLink
Tony,
Ben
533
Ben,
Thanks,
Tony

To: Tony Capaci
Mr. Capaci,
Thank you,
Ben
534
Tony Capaci
To: Tony Capaci

Flag Status: Flagged
Tony,
Thank you,
Ben

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
cc
09/03/2008 01:22 PM Subject
Tony,
Ben

Ben,
Thanks,
535
Tony

To: Tony Capaci
Mr. Capaci,
Thank you,
Ben
536
Tony Capaci
Sent: Wednesday, September 03, 2008 1:22 PM
To: Tony Capaci
Tony,
Ben

Ben,
Thanks,
Tony

To: Tony Capaci
Mr. Capaci,
Thank you,
Ben
537
Tony Capaci
From: Tony Capaci
Cc: Myra La Cava
Tracking:
'BReece@nurfc.org'
Myra La Cava Delivered: 9/3/2008 1:13 PM
Ben,
Please call me Tony…the Office of Budget and Management will not post the interest until a couple of weeks past the
quarter end. That would put it two weeks into October. Contact me then and I will get you the information.
Thanks,
Tony

To: Tony Capaci
Mr. Capaci,
Thank you,
Ben
538
Tony Capaci
To: Tony Capaci
Mr. Capaci,
Thank you,
Ben
539
Tony Capaci
To: Tony Capaci
Cc: gdowdell@nurfc.org; GTurk@nurfc.org
Subject: Fw: Subordination questions
Attachments: nurfcsubodinationagr.pdf
Tony
Here is the information from the attorney. I hope this is sufficient. If not, let me know.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712
----- Forwarded by Don Murphy/NURFC on 04/28/2008 04:46 PM -----
"John R. Gierl" <jgierl@katzteller.com> To <DMurphy@nurfc.org>
cc <rick.kuertz@chase.com>, <rhonda.l.boeke@chase.com>
04/28/2008 04:07 PM Subject RE: Subordination questions
Don - attached is the existing Subordination Agreement which contains most of the information requested below. If you
could please forward to Tony as I do not have his email.
1) the name of the bank we are dealing with
JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA
2) name of the documents that are being subordinated
Reimbursement Agreement dated as of April 1, 2003 by and among JPMorgan Chase Bank, N.A., as successor by
merger to Bank One, NA, as bank and agent, the banks identified therein, and the National Underground Railroad
Freedom Center, Inc., as amended from time to time.
Open End Mortgage, Security Agreement and Fixture Filing dated as of April 1, 2003 by and between National
Underground Railroad Freedom Center, Inc, as mortgagor, and JPMorgan Chase Bank, N.A., successor by merger to
Bank One, NA, as mortgagee.
UCC Financing Statements filed April 21, 2003
3) the date of the documents
April 1, 2003
4) when the docs were filed and what page number.
Mortgage was recorded on April 16, 2003 with the Hamilton County Recorder's Office at Official Record 9237, Page
558
4717
John R. Gierl
Attorney At Law
Katz, Teller, Brant & Hild
A Legal Professional Association
255 East Fifth Street, Suite 2400
Phone: (513) 721-4532
Direct: (513) 977-3436
Fax: (513) 762-0036
jgierl@katzteller.com
www.katzteller.com

To: John R. Gierl
Subject: Subordination questions
Mr. Gierl
Here are the questions as related to our chief financial officer from the Ohio Facility and Cultural Commission. Tony
Capechi is the person at the Ohio Facility and Cultural Commission handling this. He can be reached at: 614 752-2770.
He needs this information by tomorrow, Tuesday, April 29, 2008. Please call him if you have questions.
Gary,
I heard from our bond counsel regarding the subordination agreement. He needs: 1) the name of the bank we are dealing
with 2) name of the documents that are being subordinated 3) the date of the documents 4) when the docs were filed and
what page number.
Once I get that information from you I will forward it to counsel and ask him to draft a subordination agreement similar to
the one I sent you.
Please get me that info asap.
Thanks,
Tony
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712
***************************************
This email has been scanned by mailMAX.
559
***************************************
************************************************************************************
NOTICE: The information contained in this electronic mail transmission is intended by Katz, Teller, Brant &
Hild for the use of the named individual or entity to which it is directed and may contain information that is
privileged, confidential and exempt from disclosure under applicable law. It is not intended for transmission to,
or receipt by, anyone other than the named addressee (or a person authorized to deliver it to the named
addressee). It should not be copied or forwarded to any unauthorized persons. If you have received this
electronic mail transmission in error, please delete it from your system without reading, copying or forwarding
it, and notify the sender of the error by reply email or by calling Katz, Teller, Brant & Hild at (513) 721-4532
(collect), so that our address record can be corrected.
***************************************
560
Tony Capaci
From: Tony Capaci
Subject: RE: Mechanics' Liens
Gary,
I have asked our counsel ( the one who signs off on the title opinion work) if your suggestion will suffice. I will also ask
Barbara and possibly Kathy. However, it seems to me if no complaints are filed and the liens are invalid then your
attorney can sign the title opinion letter. If so, that would save time. Could you find out if there is anything preventing
your attorney from signing the title opinion after no complaints are filed?

The name of the document would be the legal name of the mortgage your bank holds (the ones that are getting
subordinated). Your bank should be able to tell us.
Tony

To: Tony Capaci
Tony,
What the lawyer is suggesting is we have a letter stating that if no complaint is filed by May 13 the lien is invalid. On May
14, he could then send an update that states no complaint was filed. Hopefully this would help to get the lien issue, for
your purposes cleared.
As far as the Banks are concerned with the subordination, can you tell me what the name of the documents that are being
subordinated are? I'm not sure myself.
Gary
"Tony Capaci" <tcapaci@culture.ohio.gov> To <GDowdell@nurfc.org>

cc
04/07/2008 12:52 PM Subject RE: Mechanics' Liens
Gary,
I am not sure what the proposal outlined by your attorneys is. However, we will require the title opinion letter, on your
attorney’s letterhead once the liens have been cleared. (copy attached) Once we get that letter we forward it to our
attorney for review. The fact that the debt remains should not pose a problem. We are only looking for clear title.
Also, I heard from our bond counsel regarding the subordination agreement. He needs: 1) the name of the bank we are
dealing with 2) name of the documents that are being subordinated 3) the date of the documents 4) when the docs were
filed and what page number.
the one I sent you.
Thanks,
Tony
561
To: Tony Capaci
Cc: griffith@taftlaw.com; GTurk@nurfc.org
Subject: Fw: Mechanics' Liens
Tony,
In trying to finalize all paperwork for the May 20 th meeting, will the proposal as outlined by our lawyers work for you in
regards to the liens?
We've recieved no complaint from Forest City, therefore that lien has expired. Hopefully, the same will occur for H.Berry.
Gary
----- Forwarded by Gary Dowdell/NURFC on 04/07/2008 11:08 AM -----
"Griffith Jr., Stephen M." <griffith@taftlaw.com>
To "GDowdell@nurfc.org" <GDowdell@nurfc.org>
04/07/2008 11:03 AM
cc
Subject RE: Mechanics' Liens
Gary:
Yes, unless the Freedom Center received a complaint from Forest City initiating a lawsuit before April 1, 2008, the Forest
City lien is now extinguished.
On H. Berry, unless the Freedom Center receives a complaint from H. Berry, Inc. seeking to enforce the lien by the end of
May 13, 2008, that lien will be extinguished. We should be able to issue the opinion with the assumption that if no suit is
filed by May 13, 2008, the H. Berry lien is extinguished and then update that opinion on May 14, 2008.
Please let me know if that will be satisfactory to the Commission. Thank you.
Steve Griffith

Taft / Cincinnati, Ohio 45202-3957

Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
562
To: Griffith Jr., Stephen M.
Subject: Re: Mechanics' Liens
Steve,
I assume the Forrest City lien has now expired?. Also, it would be great if we could have everything ready to go to the
State by May 13th. They have a Commission meeting on May 20th that we need to be on the docket for in order for us to
get the funds released. Hope that's doable.
Regards,
Gary
03/17/2008 03:23 PM
To <gdowdell@nurfc.org>
cc
Subject Mechanincs' Liens
Gary:
After a few mixups, we were finally able to obtain proof of service of the H. Berry, Inc. notice to commence suit. Although
the Sheriff sent the notice by certified mail in February, the green card that he sent for receipt of service never made it into
my hands. I had the Sheriff send again. The new green card that I have indicates the notice was received March 14, 2008.
Unless Forest City Erectors, Incc. files notice to commence suit on or before April 1, 2008, its claimed lien will expire.
Unless H. Berry, Inc. files notice to commence suit on or before May 13, 2008, its calimed lien will expire.
Please let me know if you wish to discuss further. Thank you.
Steve Griffith
563

Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
564
the one I sent you.
Thanks,
Tony

To: Tony Capaci
Tony,
Gary
04/07/2008 11:03 AM
cc
Gary:
Steve Griffith


Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
566
Steve,
Regards,
Gary
03/17/2008 03:23 PM
cc
Gary:
Steve Griffith
567

Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
568
Tony Capaci
From: GDowdell@nurfc.org
To: Tony Capaci

Tony,
Gary

cc
Gary,
the one I sent you.
Thanks,
Tony

To: Tony Capaci
Tony,
569
Gary
04/07/2008 11:03 AM
cc
Gary:
Steve Griffith


Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312

570
Steve,
Regards,
Gary
03/17/2008 03:23 PM
cc
Gary:
Steve Griffith


Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
571
572
Tony Capaci
From: Tony Capaci
Gary,
dealing with 2) name of the documents that are being subordinated 3) the date of the documents 4) when the docs
were filed and what page number.
Once I get that information from you I will forward it to counsel and ask him to draft a subordination agreement similar
to the one I sent you.
Thanks,
Tony

To: Tony Capaci
Tony,
Gary
"Griffith Jr., Stephen M." <griffith@taftlaw.com> To "GDowdell@nurfc.org" <GDowdell@nurfc.org>
cc
04/07/2008 11:03 AM Subject RE: Mechanics' Liens
Gary:
573
Steve Griffith


Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312

Steve,
Regards,
Gary
03/17/2008 03:23 PM
cc
Gary:
Steve Griffith
574

Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
575
Tony Capaci
To: Tony Capaci
Tony,
Gary
"Griffith Jr., Stephen M." <griffith@taftlaw.com> To "GDowdell@nurfc.org" <GDowdell@nurfc.org>
cc
04/07/2008 11:03 AM Subject RE: Mechanics' Liens
Gary:
Steve Griffith


Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312

576
Steve,
Regards,
Gary
03/17/2008 03:23 PM
cc
Gary:
Steve Griffith

Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
577
<gdowdell@nurfc.org>

cc

Subject

Mechanic's Liens

Gary:

I received back from the Cuyahoga County Sheriff a receipt for delivery of certified mail
showing that the agent for Forest City Erectors, Inc. received its notice to commence suit on
February 1, 2008. Therfore, if Forest City does not commence suit to enforce the lien by
April 1, 2008, by operation of Section 1311.11, Ohio Revised Code, the lien shall no longer
affect the Freedom Center's property.

I have not received anything back from the Hamilton County Sheriff regarding the Notice to H.
Berry, Inc. I am following up to verify that the Sheriff served it. I note, however, that the
Secretary of State of Ohio cancelled the corporate charter of H. Berry, Inc. for failure to
maintain a statutory agent, and on December 26, 2006 for failure to file franchise tax
returns or to pay franchise tax. Since August, 2004, therefore, H. Berry, Inc. has not been
in existence so that it could file suit against the Freedom Center to enforce its lien claim.

You may want to convey this information to the Cultural Facilities Commission to see if it
will relax a little.


Steve Griffith

Stephen M. Griffith Jr. /

Attorney


Taft /


Cincinnati, Ohio 45202‐3957

Tel: 513.381.2838 • Fax: 513.381.0205

Direct: 513.357.9312

www.taftlaw.com <http://www.taftlaw.com/> / griffith@taftlaw.com

587

Internal Revenue Service Circular 230 Disclosure: As provided for in Treasury regulations,
advice (if any) relating to federal taxes that is contained in this communication (including
attachments) is not intended or written to be used, and cannot be used, for the purpose of
(1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or

This message may contain information that is attorney‐client privileged, attorney work
product or otherwise confidential. If you are not an intended recipient, use and disclosure
of this message are prohibited. If you received this transmission in error, please notify the
sender by reply e‐mail and delete the message and any attachments.
### ### ###

588
Tony Capaci
From: Tony Capaci
Sent: Friday, March 14, 2008 1:26 PM
Subject: RE: Mechanic's Liens
Gary,
I know I told you I would bounce it off Barbara but on second thought I gave it to our independent counsel (the same
attorney will review the title opinion on your attorney’s letterhead) I have not heard back from him but I will prompt
him. Is your attorney by chance willing to sign the letter with the defunct lien holder attached?
Let me know,
Tony

To: Tony Capaci
Cc: Barbara Witt
Tony,
Any word ?
Gary

cc "Barbara Witt" <bwitt@culture.ohio.gov>
02/11/2008 04:56 PM Subject RE: Mechanic's Liens
Hi Gary,
I’ll bring the issue up with Barbara. The challenge I see is that we will require a title opinion letter on your attorney’s
letterhead. If he feels comfortable signing that letter I would guess we would not have a problem with it. But like I said, I
will discuss it with Barbara. I’ve attached a copy of the opinion letter so your attorney can review it and give you his
thoughts.
Thanks,
Tony

To: Tony Capaci
Subject: Fw: Mechanic's Liens
Tony,
589
Hope all is well with you.
Please see the attached from our lawyer, who's dealing with our lien issues. Specifically with respect to H. Berry, who
apparently is no longer in business. Can we dispense with the H. Berry lien issue on a technicality ?
Gary
----- Forwarded by Gary Dowdell/NURFC on 02/11/2008 04:45 PM -----
02/11/2008 04:26 PM
cc
Subject Mechanic's Liens
Gary:
I received back from the Cuyahoga County Sheriff a receipt for delivery of certified mail showing that the agent for Forest
City Erectors, Inc. received its notice to commence suit on February 1, 2008. Therfore, if Forest City does not commence
suit to enforce the lien by April 1, 2008, by operation of Section 1311.11, Ohio Revised Code, the lien shall no longer
I have not received anything back from the Hamilton County Sheriff regarding the Notice to H. Berry, Inc. I am following up
to verify that the Sheriff served it. I note, however, that the Secretary of State of Ohio cancelled the corporate charter of H.
Berry, Inc. for failure to maintain a statutory agent, and on December 26, 2006 for failure to file franchise tax returns or to
pay franchise tax. Since August, 2004, therefore, H. Berry, Inc. has not been in existence so that it could file suit against
the Freedom Center to enforce its lien claim.
You may want to convey this information to the Cultural Facilities Commission to see if it will relax a little.
Steve Griffith


Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
590
591

Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
593
Tony Capaci
To: Tony Capaci
Cc: Barbara Witt
Tony,
Any word ?
Gary

cc "Barbara Witt" <bwitt@culture.ohio.gov>
02/11/2008 04:56 PM Subject RE: Mechanic's Liens
Hi Gary,
thoughts.
Thanks,
Tony

To: Tony Capaci
Tony,
Gary
02/11/2008 04:26 PM
cc
594
Gary:
Steve Griffith


Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
595
Tony Capaci
From: Jessica Fagan
Sent: Friday, February 15, 2008 11:01 AM
To: Kathy Fox; Tony Capaci; Barbara Witt
Subject: 2008.02.14 Freedom Center seeks $1.4M.pdf - Adobe Acrobat Professional
Attachments: 2008.02.14 Freedom Center seeks $1.4M.pdf
Here is the article about the Freedom Center's cap bill request -- it is also posted to the intranet.
596
Tony Capaci
To: Tony Capaci
Tony,
Gary
"Griffith Jr., Stephen M." <griffith@taftlaw.com> To <gdowdell@nurfc.org>
cc
02/11/2008 04:26 PM Subject Mechanic's Liens
Gary:
Steve Griffith


Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
597
598
Tony Capaci
From: Jessica [jfagan@culture.ohio.gov]
To: Tony Capaci; Barbara Witt; Kathy Fox
Subject: From Cincinnati.Com: Banks hits new snag

You have been sent the following article from Jessica as a courtesy of Cincinnati.Com.

Banks hits new snag
http://news.cincinnati.com/apps/pbcs.dll/article?AID=/20080115/NEWS01/801150358

Comments:
interesting developments w/ the freedom center. i have also posted this on the intranet.

599
Tony Capaci
To: Tony Capaci
Cc: DMurphy@nurfc.org; GTurk@nurfc.org; RichardBuller@nurfc.org
Subject: Fw: Title Opinion
Attachments: Title Policy (W1111694).PDF; Title Policy Endorsement (W1132024).PDF;
DVComparison__Org_W1110944_BKB-2_vs__Mod_W1110944_DOC-3_(W1132027).DOC;
Title_Opinion_Letter_Re_Freedom_Center_(W1110944-3).DOC
Tony,
I'm forwarding the revised draft of the requested Title Opinion Letter from our attorney. To my knowledge only one lien
was filed and that was dismissed. Net , to our knowledge none of the liens mentioned are valid. Please also note, that the
attorney will not formally release the opinion letter, until they also have had a chance to review the final CUA. We also
need to get the revised CUA to our Banks, so as soon as you can get the revised CUA to us the better.
We'll be forwarding the requested 6 months utilities and insurance bills shortly. The Finance Committee of the Board has
approved escrowing the funds as we discussed. We'll have a Board resolution stating such to you in the next couple of
days.
Gary
cc
11/16/2007 09:24 AM Subject Title Opinion
Gary:
Attached please find a revised draft of the title opinion letter that addresses the comments that the Commission had. Also
attached is a marked copy showing the revisions. Also attached is a copy of the title insurance policy and an endorsement
to it.
As to the three mechanic's liens, they will expeire six years after fling if the lien claimant takes no action to enforce them. If
the Freedom Center did not receive notice of the filing of them with 30 days after filing, they are invalid.
Before we issue the opinion, we will need to review the Cooperative Use Agreement mentioned in it. We have not
received a copy of that document.
Please let me know of any questions or comments. Thank you.
Steve Griffith


Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
606
607
Tony Capaci
To: Bernard Cason
Cc: GTurk@nurfc.org; Tony Capaci
Subject: RE: Title of Opinion Letter for NURFC Follow Up
Bernard,
Thanks for your "tickler" . I have your request with our lawyer at Taft. I'll follow up to check status.
Gary
"Bernard Cason" <bcason@culture.ohio.gov> To <GDowdell@nurfc.org>, <GTurk@nurfc.org>

cc "Tony Capaci" <tcapaci@culture.ohio.gov>
10/31/2007 01:22 PM Subject RE: Title of Opinion Letter for NURFC Follow Up
Hello Gary,
I am following up on the email that Tony Capaci sent you on October 24th regarding the issues that need to be cleared up
concerning the title opinion. We recognize that these matters may take some time to be resolved, however we want to do
every thing that we can to expedite the process. We look forward to hearing of your progress. Thanks - Bernard
Bernard E. Cason
Project Analyst
Telephone: 614-752-2770
Fax: 614-752-2775
From: Tony Capaci

To: Bernard Cason
Subject: FW: Title of Opinion Letter for NURFC
From: Tony Capaci

Cc: 'GTurk@nurfc.org'
608
Tony Capaci
From: SRamiah@nurfc.org
Sent: Thursday, October 25, 2007 9:17 AM
Subject: RE: Fedex Package
Importance: High
Please confirm that you received the Fedex package I sent to you pertaining to the Freedom Center Resolution
Requirements as you requested.
Thanks
Sylvia M. Ramiah
50 Freedom Way
Phone: (513) 333-7549
Fax: (513) 333-7712
612
Tony Capaci
From: SRamiah@nurfc.org
Subject: Fw: Revised Title of Opinion Letter
Attachments: 78892.pdf
Importance: High
Tony & Bernard
1) Please confirm that you received the Fedex package I sent to you yesterday. The package contained several
document pertaining to the Freedom Center Resolution Requirements as you requested.
2) Attached please find a revised "Title of Opinion Letter" which is to replace the original one included in the package.
Thanks.
Sylvia M. Ramiah
50 Freedom Way
Phone: (513) 333-7549
Fax: (513) 333-7712
----- Forwarded by Sylvia Ramiah/NURFC on 10/24/2007 09:18 AM -----
5thfloorKonica@nurfc.org To sramiah@nurfc.org
cc
10/24/2007 09:13 AM Subject Attached image data.
This is image data from the scanner.
621
Tony Capaci
From: TCashen@nurfc.org
To: Tony Capaci
Cc: GDowdell@nurfc.org; GTurk@nurfc.org
Subject: Billing and letters plus FedEx shipping receipt

Tony,

As discussed with George, attached is the summary document of the invoices previously sent
as well as the total amount of invoices sent since inception ‐ in excess of $15 million.

It is our intent to have copies of the invoices sent to you on Monday (October 22, 2007).

Please let me know that you received this email and the attached information.

Sincerely,

Ted Cashen

(See attached file: 78616.pdf)

Theodore H. Cashen
Capital / Accounts Payable Accountant
National Underground Railroad Freedom Center 50 East Freedom Way Cincinnati, Ohio 45202
(513) 333‐7515 TCashen@NURFC.org
622
Tony Capaci
To: Tony Capaci
Cc: GDowdell@nurfc.org; DMurphy@nurfc.org; gturk@nurfc.org
Subject: Bridge to the Future Campaign

Tony,

The total revenue for Bridge the Future Campaign was $10,014,752 against the goal of
$10,000,000 (See Tab 8 NURFC‐Revenue Analysis as of June 30, 2007). The two verbal
commitments outstanding as of June 30, 2007 were recorded in the third quarter 2007 ($100,000
in July and $300,000 in September).

Thank you.

Sandie


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

623
Tony Capaci
To: Tony Capaci
Subject: Private Contributions Collected Since Inception

Tony,

Please see email below and attachment for calculation of private contributions collected by
year from inception through June 30, 2007‐‐ $73,612,506.

We look foward to hearing more about the lease extension next week.
Hopefully, you will be able to confirm that our project will be on the November 29, 2007
agenda before our Finance Committee meets on October 24, 2007.

Thank you.

Sandie


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax


George Turk/NURFC

10/10/2007 04:59 To
PM Sandie Mills/NURFC@Nurfc
cc
Gary Dowdell/NURFC@Nurfc
Subject
Fw: Attached image data.

Sandie I believe the attached is what Tony needs on private support collected (paid) since
inception

Included audited support through 12/31/06
624

Please note the $73,612,000 collected relates solely to private support giving without any
in‐kind

Also note it does not include any governmental agencies or cash revenue from special events
that have been significant over the years such as the
$1 million plus raised at our 2007 IFCA gala
‐‐‐‐‐ Forwarded by George Turk/NURFC on 10/10/2007 04:55 PM ‐‐‐‐‐

5thfloorKonica@nu
rfc.org
To
10/10/2007 04:54 gturk@nurfc.org
PM cc

Subject
Attached image data.

This is image data from the scanner.(See attached file: 78188.pdf)
625
Tony Capaci
To: Tony Capaci
Subject: RE: Net Interest Expense
Tony,

The three financial bank covenant requirements as of December 31, 2007 are as follows:

1) Cash & Borrowing $30 Million

2) Borrowing Base $49 Million (includes $8.9 Million negotiated add‐back)

3) Cumulative Operating Surplus of $3.5 Million for Years 2006 and 2007
($2.7 Million actual operating surplus in 2006 and $800,000 surplus in 2007
forecast)

Note: See June 30, 2007 financials for detailed covenant calculations.

Please call me if you want to discuss further.

Thank you.

Sandie


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

"Tony Capaci"
<tcapaci@culture.
ohio.gov> To
<smills@nurfc.org>
10/09/2007 04:25 cc
PM
Subject
RE: Net Interest Expense

626

Hi Sandi,

What levels must be maintained to meet the bank group covenant on the borrowing base and cash
and investment?
Thanks,
Tony

Sent: Tuesday, October 09, 2007 3:29 PM
To: Tony Capaci
Subject: Net Interest Expense

Tony,

The yield on investments is approximately 5.3% and interest expense is approximately 4.8% for
a spread of 50 basis points. The assumption of a 50 basis point spread continues to be
confirmed. We are substantially in line with our $960,000 net interest expense forecast for
2007 and as of this week the yield on ultra short term is 5.34% and our all in borrowing cost
is 4.83% for a 51 basis point positive spread.

See attached excel file for calculations assumed in three year proforma.

(See attached file: Pro Forma Net Interest‐August Update.xls)

Thank you.

Sandie


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

627
Tony Capaci
To: Tony Capaci
Attachments: Pro Forma Net Interest-August Update.xls

Tony,

The yield on investments is approximately 5.3% and interest expense is approximately 4.8% for
a spread of 50 basis points. The assumption of a 50 basis point spread continues to be
confirmed. We are substantially in line with our $960,000 net interest expense forecast for
2007 and as of this week the yield on ultra short term is 5.34% and our all in borrowing cost



Thank you.

Sandie


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax
628
Tony Capaci
To: Tony Capaci
Subject: RE: More Questions
Tony,

In 'other' programs you state UBS scholars at $200K, ebay $250K and Dept of tourism $125K for
a total of $575K. However, the pro‐forma shows $1M revenue projected for 2008 and 2009?
Where do you estimate remainder comes from?

I should have included new $400,000 CocaCola/IMLS Internship Program at $200,000 per year for
2008 and 2009. With the others previously listed, we are approximately $800,000 of the $1
million forecast. It is very reasonable to assume that we will have additional other
programs of $200,000 given previous history.

Interest spread sheet was not attached.

Over the telephone today, you agreed to use net interest expense. See separate email noting
investment income in forecast is at 5.30% and all‐in cost of borrowing is at 4.80%‐‐
supporting the forecasted spread of .50%.

Was the $1M received in September John Pepper or the anonymous donor?

Yes, John and Francie Pepper pledged $1 million in September 2007.

What does bank do if you do not make cumulative surplus. Can they call in the letter of
credit?

The letter of credit bank group would amend the covenants at they have in the past.
Currently, management anticipates that it will achieve the $800,000 net surplus in 2007 and
not require an amendment to reimbursement agreement.

Going into Sept. with a $466K deficit plus the $1M donation creates a
$533 surplus in Sept. What does it look like to reach the 2007 forecasted surplus of $800K
for the cumulative surplus?

Based on August results, we will meet revenue forecast and surplus covenant based on the
following:

1. We need to achieve $640,000 in earned revenue over the past four months
‐ September is in line with forecast and we expect to be within 5% of $1.8 million yearend
forecast.

2. Private support needs to raise $2.4 million in revenue for last four months. Recorded in
excess of $1 million in September, have $350,000 in verbal commitments to be recorded by
yearend, and $150,000 in temporarily restricted revenue transfers. Both Board and management
are commited to closing the gap to achieve 2007 forecast.

629
3. Government revenues will be up to $100,000 in excess of forecast‐‐ primarily from U.S.
Department of Education grant.

4. Management is committed to maintaining operating expenses within forecast and has been
successful in reducing expenses over the last three years.

5. Net interest expense of $960,000 remains achievable based on year‐to‐date results.

I hope this email and next email answers from questions.

Sandie


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

"Tony Capaci"
<tcapaci@culture.
ohio.gov> To
<smills@nurfc.org>
10/09/2007 09:31 cc
AM
Subject
RE: More Questions

Hi Sandi,




credit?

Going into Sept. with a $466K deficit plus the $1M donation creates a
630
$533 surplus in Sept. What does it look like to reach the 2007 forecasted surplus of $800K
for the cumulative surplus?

Thanks,
Tony

To: Tony Capaci
Cc: GDowdell@nurfc.org; dmurphy@nurfc.org
Subject: Re: More Questions

Tony,



2) What is the agreement with the bank to achieve a surplus? What happens if you do not
achieve a projected surplus?

The agreement with letter of credit bank group is a cumulative surplus of
$3.5 million from current fund (2006 actual surplus of $2.7 million and
2007 forecasted surplus of $800,000). The net operating surplus for
2008
and beyond will be negotiated with bank group. Our goal is $500,000 net surpluses in
operating proformas.

3) What is "Other" programs and operating expenses in the proforma?
What
is basis for the amounts entered?

Other programs revenue and expenses in the operating proformas are funded by restricted
gifts. The basis for the amounts entered is related to the timing of expenditures. See note
9 in audit report for a detailed list of temporarily restricted net assets as of December 31,
2006. Going forward
the three key other program areas are as follows: UBS Scholars
($200,000
per year), eBay ($250,000 per year), and Ohio Department of Tourism ($125,000 per year).

4) What is average total rate of return on invest income since inception?

The one year return 5.14%, 3 year return 4.00% and return since inception 3.43% as of July
31, 2007.

5) I see you project rate of return at 5% even for all three years.

Yes, we project a 5% return for the years 2007 ‐ 2009.

631
6) what is total investment cost and total market value at 8/31/07?

The total investment cost, market value and unrealized gain/(loss) as of
8/31/07:

Unrealized
Cost Market Value
Gain(Loss)

Fifth Third Bank $ 4,321,584 $ 4,373,330 $
51,746

JP Morgan $22,401,291 $21,684,715 $(716,576)*

* The additional unrealized loss was $315,742 in the month of August, 2007.
Our cumulative net unrealized loss was $209,283 as of December 31, 2005.
This increase in unrealized losses on investments was due to solely to market decline as a
result of subprime mortgage issues and the subsequent lack of liquidity throughout the entire
equity and mortgage bond markets.
The Investment Committee continues to monitor performance and has recommended to the Board no
changes in investment holdings at this time.
The expectation is to see a recovery in net asset value within 12 to 18 months.

7) What is actual surplus at 8/31/07?

The actual net deficit was $466,000 as of August 31, 2007. We have recorded a $1 million
private contribution in September 2007.

8) Net interest expense is declining because you are paying off debt on the one hand and
accruing investment income on the other. Can you prepare a spreadsheet indicating the
calculation?

Yes, see attached excel spreadsheet.

(See attached file: OCFC‐InterestCalc.xls)

Please call me if you have any futher questions.
.

Sandie Mills


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

632
"Tony Capaci"

<tcapaci@culture

.ohio.gov>
To
<smills@nurfc.org>

10/05/2007 05:00
cc
PM

Subject

Hi Sandi,
A few more questions;
1) what is fundraising ratio?
2) what is the agreement with the bank to achieve a surplus? What happens if you do not
3)What is "Other" programs and operating expenses in the proforma? What is basis for the
amounts entered?
7)what is actual surplus at 8/31/07?
8) net interest expense is declining because you are paying off debt on the one hand and
calculation?

Let me know when you think you can get me answers so I can schedule my time.
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614‐728‐6924
633
Fax: 614‐752‐2775
www.culture.ohio.gov or call (614) 752‐2770 for more information on the Commission or to

634
Tony Capaci
To: Tony Capaci
Attachments: OCFC-InterestCalc.xls
Tony,




2007 forecasted surplus of $800,000). The net operating surplus for 2008 and beyond will be
negotiated with bank group. Our goal is $500,000 net surpluses in operating proformas.

3) What is “Other” programs and operating expenses in the proforma? What is basis for the
amounts entered?

2006. Going forward
the three key other program areas are as follows: UBS Scholars ($200,000


31, 2007.




8/31/07:

Unrealized
Cost Market Value
635
Gain(Loss)

Fifth Third Bank $ 4,321,584 $ 4,373,330 $
51,746

JP Morgan $22,401,291 $21,684,715 $(716,576)*




calculation?



.

Sandie Mills


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

"Tony Capaci"
<tcapaci@culture
.ohio.gov> To
<smills@nurfc.org>
10/05/2007 05:00 cc
PM
Subject

636

Hi Sandi,
3)What is “Other” programs and operating expenses in the proforma? What is basis for the
amounts entered?
calculation?

Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
637
Tony Capaci
To: Tony Capaci
Subject: Re: Rate of Return and Net Interest Expense
Tony,

Per your request, I have broken down the net interest expense in proforma as follows:

2007 2008 2009

Investment Income* $(1,562,000) $(1,713,000)
$(1,848,000)

Interest Expense 2,522,000 2,359,000
2,298,000

Net $ 960,000 $ 646,000 $450,000

Total Rate of Return 5.00% 5.00%
5.00%

* Assumes 25 basis point spread between cost of borrowing and investment income.

Please call if you have any questions on above.

Sandie


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

"Tony Capaci"
<tcapaci@culture
.ohio.gov> To
<smills@nurfc.org>
10/04/2007 12:33 cc
PM
Subject

638

Hi Sandi,

I see net interest expense in the proforma. Can you also break out the investment income
portion which is projected through 2009? Also, kindly provide the total rate of return on
total investments. If this information is at your fingertips could you give it to me right
away. I have a meeting with Dave at 1:00.
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

639
Tony Capaci
To: Tony Capaci
Subject: Re: FW: business plan
Tony,

The answers to your additional questions on business plan are as follows:

1) What comprises 'other' government support of $695k in 2007 and $1.6M in 2008. Also,
what comprises $3.7M of total gov't support in 2009 and 2010?

Total other government support is $1.0 million from Ohio Department of Education as of August
31, 2007 and record an additional $125,000 from Ohio Department of Tourism by year end
(should exceed annual forecast of $695,000 by $430,000). The proforma includes $1.3 million
for 2008 (refer to Schedule A), $500,000 will carry over from Ohio Department of Education
grant and $125,000 from Ohio Department of Tourism. The proforma includes $350,000 for 2009
and beyond. The funding examples are a continuation of existing grants from Ohio Department
of Education and/or Tourism.

2) What is the rate of return on investment for each year investment income is projected in
the proforma?

The proforma assumes a 25 basis point spread between our invested cash position and all‐in
cost of borrowing. The proforms assumes net interest costs of $960,555 for year 2007
(average net borrowing of $20.2 million at a rate of 4.76%) and $645,963 for year 2008
(average net borrowing of $14.4 million at a rate of 4.49%)

The current all‐in cost of debt is 4.83% (based on weekly variable rate of 3.61% plus letter
of credit and remarketing fees). The one year performance as of June 30, 2007 on investment
accounts is as follows: JP Morgan 5.78%, Fifth Third 5.16%. The current weekly CD rates are
4.60%.

3) Am I right in assuming projections for the operating endowment are not included in the
proforma?

No, the proforma (refer to Schedule A) includes endowment earnings of $150,000 in 2008 and
$250,000 in 2009. The assumption for endowment earnings was based on average cash balance
with 5% spending policy for income to support operations.

4)I note in the proforma, $100,000 is allocated for capital expenditures. I assume this is
for replacement cost of depreciable assets. Depreciation runs at $4m plus /year. I suspect
management's intentions to replace fully depreciated assets in the short term will be limited
to $100,000/year. (Let me know if I am wrong) How does management intend to fund the
replacement of fully depreciated assets on an on going basis in the long term?

Yes, current capital needs will be funded as part of annual operating budget or donated. The
short‐term capital needs are primarily computer equipment which has a three year depreciable
life. The long‐term capital needs for replacement of exhibits and movies will be funded by
specific donations or restricted endowment gifts. At this time, we are only in the very
640
early idea stages of potential changes or replacements. Since we are not a collecting
museum, we spend operating expenses on changing exhibits as scheduled and borrow through the
museum loan network at minimum cost.

5)I note actual earned revenue YTD at 3/31/07 is $294,858. Projected earned revenue in the
proforma is $1,965,000 annualized. Where does the Freedom Center stand at month end 8/31/07
as to actual earned revenue?

Total earned revenue was $753,514 as of June 30, 2007 (refer to Tab 4).
Total earned revenue as of August 31, 2007 was $1,164,400 compared to forecast of $1,810,000.

6)I note operating costs are projected at $8.7M for year end 2007.
Where does the Freedom Center stand as to year to date actual operating costs at 8/31/07?

Total operating expenses as of August 31, 2007 were $6,530,900 including net interest expense
and we are on track to deliver within year‐end forecast.

7) The proforma indicates private support at $1.4M in 2007 and $2.8M in 2008‐2010. I realize
in 2007 $3.3M was anticipated to be collected from BTTF donors and I suspect management
believes a percentage of the BTTF donors will not also contribute to the private support line
item. Is it reasonable to estimate private support will double in the wake of the BTTF and
the soon to be operating endowment campaign?

Yes, the proforma goals for contributed support are achievable given the commitment of the
Board and management. We are on track for achieving private support in 2007. We have a new
$1 million pledge in September 2007. We have a commitment from a key donor for $500,000 in
2008 leaving
$2.3 million to be raised against the $2.8 million goal (see schedule A for specific
fundraising categories). The endowment campaign will be in the silent phase for most of the
year 2008 and pledges from Bridge to the Future Campaign will have been collected allowing us
to go back to corporations for annual gifts as well as solicit new donors, especially outside
Cincinnati. We are hosting donor fundraising events in conjunction with our national Board
in major cities across the United States. For example, this Fall there are events in New
York, Los Angeles and Minneapolis. We will continue to host national fundraising events in
2008 to accomplish the major gift goal.

We will be available at 3:00 p.m. for conference call today.

Sandie Mills


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

641
"Tony Capaci"
<tcapaci@culture
.ohio.gov> To
<smills@nurfc.org>
10/02/2007 05:31 cc
PM
Subject
FW: business plan

Hi Sandi,

A couple more questions if you don't mind.

What comprises 'other' government support of $695k in 2007 and $1.6M in 2008. Also, what
comprises $3.7M of total gov't support in 2009 and 2010?

Thanks,
Tony
From: Tony Capaci
To: 'smills@nurfc.org'
Subject: FW: business plan

Hi Sandi,


the proforma?

proforma?

Thanks,
Tony

From: Tony Capaci
Subject: RE: business plan

HI Sandi,
Thanks for your latest response. I have a few more issues for you.

642


3)I note operating costs are projected at $8.7M for year end 2007.
Where does the Freedom Center stand as to year to date actual operating costs at 8/31/07?


Thanks again,
Tony

Sent: Friday, September 28, 2007 4:04 PM
To: Tony Capaci
Subject: Re: business plan

Tony,

I have answers to your four questions on the Frredom Center's business plan as follows:

1) In your memo to me of 8/10/07 you mention the results of the Northern Kentucky University
ranked NURFC as #1 in overall satisfaction. What conclusions did management draw from this
result? (i.e. did it indicate to management programming did not have to be changed
drastically?)

The NKU survey results from 2005 ‐ 2007 served to quantify what we felt
anecdotally: people who visited the Freedom Center were strongly positive about their
experience, as reflected in comment cards and other, privately funded research we conducted
in 2005 and 2006. We used the NKU survey results primarily in advertising/marketing and as
part of our "case" for financial support with potential donors.

2) Briefly, what were the general results of the Proctor and Gamble and GFK marketing
research? How did management respond to the results?
(General
responses will suffice)

We conducted two rounds of research in May 2006 and again in February 2007.
In general, the two surveys revealed demonstrated that visitors to the Freedom Center were
strong advocates ‐‐ passionately so ‐‐ about what they perceived to be the mission and
purpose of the institution. The data also revealed that while the Freedom Center had strong
name recognition, actual attendance still lagged (although it had increased among the pool of
respondents). The most immediate response of Freedom Center management to the survey data
was a renewed focus on using actual visitor testimonials in promotional material, such as
643
brochures, DVDs, etc., for the purpose of reinforcing the idea that when people tried the
Freedom Center, they came away impressed and enthusiastic.

3) In the same memo you indicate one of the purposes of the marketing research was to
understand why some are not choosing to visit. What were the results specifically of that
research and how did management address the results?

The research (mentioned above) indicated that the vast majority of those who had not yet
visited the Freedom Center mentioned as their reason the lack of time or too busy a schedule.
Our response has been to develop one hour audio tours as well as weekend/family programming
and market aggressively.

4) What did the marketing research indicate for repeat visitors. If repeat visitors are low
how did management address the issue?

The research indicated that repeat visits had increased by about one‐third in the months
between the surveys. Freedom Center management continues to address this issue through
changing exhibitions, an ongoing Speaker series and other activities that will draw repeat
visits.

Thank you for the update on lease extension and addendum. I look foward to more progress the
week of October 8th. Please let me know if you need any further information on business
plan.

I hope you have a nice weekend.

Sandie Mills


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

"Tony Capaci"

<tcapaci@culture.

ohio.gov>
To
<smills@nurfc.org>

09/26/2007 02:57
cc
PM

Subject
business plan
644

Hi Sandi,
We have made some progress on the lease extension and addendum to the CUA.
We should know more the week of October 8th and I will keep you informed.
I am working on an analysis of your business plan and I am sure to have more than a few
questions. I have a few to start now and I suspect it will be easier to answer if I ask you
to respond to a few at a time.
drastically?)
research? How did management respond to the results?
(General
responses will suffice)
That's it for now,
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

645
Tony Capaci
To: Tony Capaci
Tony,


drastically?)


research? How did management respond to the results? (General responses will suffice)





visits.

plan.
646


Sandie Mills


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

"Tony Capaci"
<tcapaci@culture.
ohio.gov> To
<smills@nurfc.org>
09/26/2007 02:57 cc
PM
Subject
business plan

Hi Sandi,
drastically?)
That’s it for now,
Thanks,
Tony
Tony Capaci
Project Manager
647
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
648
Tony Capaci
To: Tony Capaci; Temp3
Cc: GDowdell@nurfc.org; DMurphy@nurfc.org
Subject: Pledge Follow Up Requests
Attachments: Pledge Card Questions Sept. 14 2007a.xls; 77645.pdf

Tony and Bernard,

I have attached your pledge exception spreadsheet with follow up requests and payment
information. Please see the bottom of my email for additional pledge documentation
referenced in spreadsheet. The majority of pledge payments are scheduled in the fourth
quarter so we listed the last payment amount and date paid. Please note that we have a
reserve for uncollectible pledges in the amount of $450,000 as of June 30, 2007.


Thank you.

Sandie


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax


5thfloorKonica@nu
rfc.org
To
09/28/2007 02:18 smills@nurfc.org
PM cc

Subject

649
Tony Capaci
From: LeeAnne Woods
To: Tony Capaci
Subject: FW: Follow Up Information Requested
Importance: High

Importance: High


As a follow up to our conversation last week, please note the following
comments and documents attached below:

(1) The Freedom Center actually reduced the "to go" full funding amount
from $7.8 million in 2004 to $7.7 million in 2006 instead of the $6.6
million in 2004 to $7.8 miliion in 2006 comparison discussed over the
phone‐‐see memorandum on "full funding" and "source and use" statements
attached.

(2) We have included in depth narration to support amounts used in the 5
year proforma

(3) A draft of the audited financials will be sent via email on Monday, May
7th.

The first document with attachments is in regards to Source and Use and
Full Funding and are as follows:

(See attached file: OCFC‐memo_April_2007[1].doc)(See attached file: Full
Funding Analysis‐ April 05 presentation.xls)(See attached file: Full
Funding Analysis‐ February 2007 presentation.xls)(See attached file: OCFC
Source and Use‐April 2005‐update to Dec 06.xls)(See attached file: OCfC
Source and Use‐April 2005.xls)


650

If you have any questions on the information provided, please do not
hesitate to call us. We look forward to the May 24th Ohio Cultural
Facilities Commission meeting. Please confirm the meeting time and
location in Akron, Ohio.

Thank you.

Sandie Mills

50 East Freedom Way

(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax
651
Tony Capaci
Sent: Thursday, August 23, 2007 11:19 AM
To: Tony Capaci
Subject: Re: August 10th meeting with bank
Tony,

Per our telephone conversation today, we had a great meeting with our bank group on August
10th. The main purpose of the meeting was for the bankers to meet Don Murphy, CEO, review
second quarter 2007 financial information, and tour our changing exhibition Global Shoes. We
did discuss the possibility of a leasehold extension with Ohio Cultural Facilities
Commission. There was no objection from the bank group. Please update us on your bond
counsels opinions and what we need to do to keep moving forward.

Thank you.

Sandie Mills

P.S. We owe you pledge documentation as of 6/30/07, depreciation expense estimate as of
6/30/07, and bank statements for U.S. Bank certificates of deposit, JP Morgan and Fifth Third
Bank investments.


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

"Tony Capaci"
<tcapaci@cultur
e.ohio.gov> To
<smills@nurfc.org>
08/23/2007 cc
08:55 AM
Subject
August 10th meeting with bank

653

Hi Sandi,
How did the August 10th meeting go with the bank?
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

654
Tony Capaci
Importance: High


As a follow up to our conversation last week, please note the following comments and
documents attached below:

(1) The Freedom Center actually reduced the "to go" full funding amount from $7.8 million in
2004 to $7.7 million in 2006 instead of the $6.6 million in 2004 to $7.8 miliion in 2006
comparison discussed over the phone‐‐see memorandum on "full funding" and "source and use"
statements attached.

(2) We have included in depth narration to support amounts used in the 5 year proforma

(3) A draft of the audited financials will be sent via email on Monday, May 7th.

The first document with attachments is in regards to Source and Use and Full Funding and are
as follows:

(See attached file: OCFC‐memo_April_2007[1].doc)(See attached file: Full Funding Analysis‐
April 05 presentation.xls)(See attached file: Full Funding Analysis‐ February 2007
presentation.xls)(See attached file: OCFC Source and Use‐April 2005‐update to Dec 06.xls)(See
attached file: OCfC Source and Use‐April 2005.xls)



If you have any questions on the information provided, please do not hesitate to call us. We
look forward to the May 24th Ohio Cultural Facilities Commission meeting. Please confirm the
meeting time and location in Akron, Ohio.

Thank you.

Sandie Mills

655

(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax
656
Tony Capaci
To: Samantha Cothern; Tony Capaci; LeeAnne Woods
Subject: Draft 2006 Financial Statements & Covenants

Samantha, Tony & Lee Ann,

As a follow up to our conference call this afternoon, I have attached the draft 2006
financial statements and covenant calculations. We achieved a
$2.7 million net operating surplus compared to $1 million budget and bank requirement. The
combined operating results for current fund shows a surplus pre‐depreciation of $5.3 million
(shaded number) for year ended December 31, 2006.

Our auditors are in their second week of field work. The draft audited financials with
footnotes should be prepared soon. We will send your additional requested information with
narratives on full funding change and proforma early next week.

Please call if you have any questions on the attached financial statements and covenants.
Thank you.

Sandie


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax


5thfloorKonica@nu
rfc.org
To
04/24/2007 01:58 smills@nurfc.org
PM cc

Subject

657

658
Tony Capaci
From: Samantha Cothern
To: smills@nurfc.org; Tony Capaci
Cc: LeeAnne Woods
Subject: RE: Schedule a conference call
Will do. We will call you. Thanks.

Samantha Cothern
Project Manager

Telephone: 614‐728‐8931
Fax: 614‐752‐2775
e‐mail: scothern@culture.ohio.gov


To: Samantha Cothern
Subject: RE: Schedule a conference call

Samantha,

Please schedule the conference call for 2:30 p.m. on Tuesday.
Thank you.

Sandie


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

659

"Samantha
Cothern"
<scothern@culture To
.ohio.gov> <smills@nurfc.org>
cc
04/20/2007 04:46
PM Subject
RE: Schedule a conference call

Sandra‐‐

We were wondering if we could schedule a conference call for next Tuesday afternoon. Could
you let me know if what time would work for you/

Thanks.

Samantha Cothern
Project Manager

Telephone: 614‐728‐8931
Fax: 614‐752‐2775


To: Samantha Cothern
Subject: Re: Schedule a conference call

Samantha,

I am back in the office if you want to schedule a conference call.
Thank you.
660

Sandie


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

"Samantha

Cothern"

<scothern@culture
To
.ohio.gov> <smills@nurfc.org>

cc
04/12/2007 10:45 "LeeAnne Woods"

AM <lwoods@culture.ohio.gov>

Subject
Schedule a conference call

Sandra‐

We are in the process of finalizing our agenda for the May 24th Commission meeting and have a
few questions for you. LeeAnne Woods, one of our Project Analysts and I would like to
schedule a conference call with you tomorrow. We are available at 11 AM‐2 PM or 3‐4 PM.
Would any of those times work for you?
661

Thanks. Samantha

Samantha Cothern
Project Manager

Telephone: 614‐728‐8931
Fax: 614‐752‐2775


662
Tony Capaci
From: Erica M. Johnson
To: breece@nurfc.org
Cc: National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local); Tony Capaci
Subject: Commission Meeting Checklist
Dear Project Sponsors:
If it is your intention to be considered for possible placement on the February 11, 2010 Commission
meeting agenda, all materials must be submitted to the Commission by November 4, 2009.
We cannot accept partial or incomplete materials submission, so I am sending you this checklist to
After you’ve had the opportunity to compare this checklist to the completeness of your submission
materials, please use your “Reply” e-mail function and let me know if it is your intention to work
towards the November meeting. If your submission materials are not ready to submit for the
November meeting, the meeting dates and deadlines for submitting materials for the 2010
Commission meetings will be announced by year-end.
When you are ready to submit your materials and you have completed the online forms, please again
use the “Reply” function in e-mail, write comments under each line item on this checklist regarding
your submittal materials and attach any supporting documentation to your reply.
The Project Sponsor Resource Guide (PSRG) referenced in the checklist can be found on our Web
site at www.culture.ohio.gov.
We look forward to working with you. If you have any questions regarding the submission materials or
the checklist, contact Tony Capaci via e-mail at tcapci@culture.ohio.gov or by phone at 614-728-
6924.
Thank you.
Complete the online Registration and Detail forms;

Authorizing resolution from your board approving the execution of legal agreement(s) (see attachment for
example);
State Recognition Plan: (see page 8 and Appendix G of the PSRG);
Declaration Regarding Material Assistance/Non-Assistance to a Terrorist Organization form. Complete
the attached form. This is required by the Department of Homeland Security for those organizations
receiving state funds. Governmental agencies are not required to provide this documentation;
IRS determination letter showing 501(c)(3) status; and
664
Five-year pro forma that forecasts revenues and expenses for your organization, incorporating any
expenses and revenues that result from this project and written explanations of the assumptions used to
derive the numbers; and
Insurance Accord certificates or other documentation outlining coverage amounts for Special Form
Property Insurance, Employer’s Liability Insurance, Commercial General Liability Insurance and any other
Loan or mortgage documents and/or liens against the property identifying any bond documents, letters of
credit or security/collateral agreements and a loan pay-down plan;

Erica Johnson
Project Analyst
Telephone: 614-728-8935
Fax: 614-752-2775
665
Tony Capaci
From: Tony Capaci
Cc: Kathy Fox; Barbara Witt; National Underground Railroad Freedom Center (594
Tracking:
'DMurphy@nurfc.org'
Kathy Fox Delivered: 10/26/2009 5:02 PM
Barbara Witt Delivered: 10/26/2009 5:02 PM

Don,
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
666
Tony Capaci
From: Tony Capaci
Subject: FW: Freedom Center transfer to Federal Govt

From: Tony Capaci

Thanks,
Tony
From: Kathy Fox
Cc: LeeAnne Woods

‐K

From: Barbara Witt
Cc: LeeAnne Woods

Kathy,
be needed”
Or

Thanks, BW
Barbara Witt
Telephone: 614‐728‐8923
Fax: 614‐752‐2775
667

From: Kathy Fox
To: Tony Capaci


meeting agenda.

Thanks,
K

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

668
Tony Capaci
From: Tony Capaci
Tracking:
Kathy Fox Delivered: 10/26/2009 9:30 AM
Barbara Witt Delivered: 10/26/2009 9:30 AM
Erica M. Johnson Delivered: 10/26/2009 9:30 AM Read: 10/26/2009 9:57 AM

Thanks,
Tony
From: Kathy Fox
Cc: LeeAnne Woods

‐K

From: Barbara Witt
Cc: LeeAnne Woods

Kathy,
be needed”
Or

Thanks, BW
Barbara Witt
Telephone: 614‐728‐8923
Fax: 614‐752‐2775
669

From: Kathy Fox
To: Tony Capaci


meeting agenda.

Thanks,
K

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

670
Tony Capaci
To: Tony Capaci
Subject: NURFC August 2009 Financial Statements
Attachments: 2009 August Financial Statements.xls
Importance: High
Tony,
The attached excel file contains the Freedom Center's GAAP basis Statements of Financial Position, Activities and Cash
Flows, along with the our "Scorecard." Please call me directly with any questions.
Thank you,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
671
Tony Capaci
To: Tony Capaci
Subject: NURFC Financial Statements
Attachments: 2009 May Financial Statements - Bank Group.xls; 2009 June Financial Statements.xls; 2009
July Financial Statements.xls
Tony,
Here are some more of our Financial Statements for 2009.

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
672
Tony Capaci
From: Tony Capaci
To: 594docs@ocfcsp.oasfc.local
Subject: FW: NURFC Financial Statement
Importance: High

To: Tony Capaci
Importance: High
Tony,
Thank you,

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
673
Tony Capaci
From: Tony Capaci
Subject: RE: NURFC Financial Statement
Ben,
Do you have the 2008 audit report?
Let me know.
Thanks,
Tony

To: Tony Capaci
Importance: High
Tony,
Thank you,

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
674
Tony Capaci
From: Tony Capaci
Subject: FW: NURFC Financial Statement/obligations
Importance: High
Tracking:
Jillian D. Burner Delivered: 6/1/2009 11:23 AM

To: Tony Capaci
Importance: High
Tony,
Thank you,

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
675
Tony Capaci
To: Tony Capaci
Subject: Re: NURFC
Tony,
Regards,
Gary Dowdell
676
Tony Capaci
To: Tony Capaci
Subject: Re: FW: NURFC 2nd Q FY09 interest
Attachments: NURFC 2nd QFY09 interestl.pdf
Thank you!

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org

cc
01/23/2009 04:16 PM Subject FW: NURFC 2nd Q FY09 interest
Ben,
Attached is the 2nd qtr escrow account interest calculation.
Thanks,
Tony

From: Myra La Cava
Sent: Thursday, January 22, 2009 1:04 PM
To: Dave Wartel; Tony Capaci
Subject: NURFC 2nd Q FY09 interest

Tony,

Would you please forward the attachment to Mr. Reece. Thanks.

Myra LaCava
Telephone: 614-728-8929
Fax: 614-752-2775
owned professional sports venues. You are invited to visit www.culture.ohio.gov or call (614) 752-2770 for more information on the Commission or to
677
Tony Capaci
From: Tony Capaci
Cc: Myra La Cava
Subject: RE: Nurfc escrow
Tracking:
'BReece@nurfc.org'
Ben,
We don not have the numbers in from OBHM yet. However it should be any day now. For future reference, the
earliest we will have the information is about the third week or fourth week of the first month of the new quarter. In
other words, end of January, end of April, end of July, end of October.
Thanks
Tony

To: Tony Capaci
Tony,
Can you provide us with a statement of our escrow account as of 12-31-08?
Thank you,

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org

cc
Ben,
Thanks,
Tony

Tony Capaci
678
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
679
Tony Capaci
From: Myra La Cava
To: Tony Capaci
Subject: RE: Nurfc escrow
Tony,

The interest for the quarter ending 12/31/08 has not been posted yet by OBM. It should be soon – OBM had indicated
in an earlier letter that it would post on 1/12. As soon as it comes through and I figure out what portion belongs to
NURFC I’ll let you know.

If they are inquiring again they should probably know that the earliest we will have the information is about the third
week or fourth week of the first month of the new quarter. In other words, end of January, end of April, end of July,
end of October.

Thanks.

From: Tony Capaci
To: Myra La Cava
Subject: FW: Nurfc escrow
Myra,
Could you give me NURFC escrow at 12/31/08
Thanks

To: Tony Capaci
Tony,
Thank you,

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org

cc
10/10/2008 03:45 PM
680
Subject Nurfc escrow
Ben,
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
681
Tony Capaci
From: Tony Capaci
To: Myra La Cava
Subject: FW: Nurfc escrow
Tracking:
Myra,
Could you give me NURFC escrow at 12/31/08
Thanks

To: Tony Capaci
Tony,
Thank you,

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org

cc
Ben,
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
682
683
Tony Capaci
To: Tony Capaci
Tony,
Thank you,

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org

cc
Ben,
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
684
Tony Capaci
From: Tony Capaci
To: Becky Blatt
Subject: FW: review of pepper certifications (NURFC)
Tracking:
Chris Bruner Delivered: 1/13/2011 8:43 AM Read: 1/13/2011 8:43 AM
National Underground Railroad
Freedom Center
Beck,
Also it is important we save a copy of these to share point under the NURFC file. Once they are executed please notify
me and I will save the copy.
Thanks,

From: Tony Capaci
To: Becky Blatt

Becky,
Let me know
Thanks,
Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

685
Tony Capaci
From: Tony Capaci
To: Becky Blatt
Tracking:
Freedom Center

Becky,
Let me know
Thanks,
Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

686
Tony Capaci
From: Tony Capaci
To: 'Benjamin Reece'
Subject: RE: Staff report
Ben,
Yes, we will send you a staff report after it goes through review and edits.
Thanks,

From: Benjamin Reece [mailto:benjamin.t.reece@gmail.com]
Sent: Wednesday, January 12, 2011 8:30 AM
To: Tony Capaci
Subject: Staff report
Tony,
Is there a staff report that can be shared with us around what will be shared or used a part of the February
meeting? We were hoping to get a chance to review it.
Thank you,
Ben
687
Tony Capaci
From: Tony Capaci
Cc: Chris Bruner
Subject: FW: NURFC follow up documents
Attachments: Recon between cash flows models provided to OCFC as of 1-7-11.xlsx
Tracking:
Freedom Center
(594docs@ocfcsp.oasfc.local)
Chris Bruner Delivered: 1/7/2011 3:01 PM Read: 1/7/2011 3:09 PM

Amy Rice Delivered: 1/7/2011 3:01 PM

To: Tony Capaci
Subject: RE: NURFC follow up documents
Here is the reconciliation between the two presentations. Please let me know if you have any questions, Thank you,

Date: 01/04/2011 04:35 PM
Ben,
I will be speaking to two Commission members regarding the revised cash flow for 2011. Since I have already analyzed the 2011
summary cash flow which was prepared on 11/29/10 I need to know the differences between the 11/29/10 cash flow and the
688
12/9/10 cash flow. I realized the 12/9/10 cash flow was based on the approved BOD budget however, I must be able to explain the
differences. Kindly provide me a reconciliation between the projected ending cash balance of each cash flow and the assumptions
supporting the difference. Kindly provide this no later than COB 1/7/11.

Thanks,

To: Tony Capaci
Subject: NURFC follow up documents
Tony,
Attached is the approved budget per the NURFC 12-10 Board meeting. It includes a revised cash flow for 2011 and
statement of activities based on the budget that was approved by the Board. I will be forwarding on a new cash flow
statement tomorrow that includes a projection for 2012 without Federalization.
Thank you,
689
Tony Capaci
From: Tony Capaci
Tracking:
'BReece@nurfc.org'
Freedom Center
Ben,
I will be speaking to two Commission members regarding the revised cash flow for 2011. Since I have already analyzed
the 2011 summary cash flow which was prepared on 11/29/10 I need to know the differences between the 11/29/10
cash flow and the 12/9/10 cash flow. I realized the 12/9/10 cash flow was based on the approved BOD budget however,
I must be able to explain the differences. Kindly provide me a reconciliation between the projected ending cash balance
of each cash flow and the assumptions supporting the difference. Kindly provide this no later than COB 1/7/11.

Thanks,

To: Tony Capaci
Tony,
Thank you,
690
Tony Capaci
From: Tony Capaci
Tracking:
'BReece@nurfc.org'
Freedom Center
Amy Rice Delivered: 1/4/2011 9:31 AM Read: 1/4/2011 10:31 AM
Ben,
Thank you for the information. When you forward the 2012 w/o federalization please include the assumptions to
revenue and expense projections. Once I review the schedules I will most likely have questions for you.
Also, I would like to look at your most current YTD 10 financials. Do you have November 2010 ready? When do you
think you will have 12/31/10 ready.
Let me know,
Thanks,

To: Tony Capaci
Tony,
Thank you,
691
Tony Capaci
From: Tony Capaci
To: Kathy Fox
Subject: FW: NURFC -- Staff adjusted cash flow RE: NURFC follow up documents
Attachments: 2011 Cash Flow Projection for OCFC based on 12-10 BOD Budget w staff adjustments in
blue.xlsx
Tracking:
Freedom Center
Kathy,
Attached is a revised NURFC cash flow for FYE 2011 and BOD approved budget. The cash flow as presented by the
Freedom Center includes the release of the escrow. Chris then added a section which takes the escrow out per our
recommendation and recalculated the numbers.
Would you like me to send this to Craig and Otto?
Let me know
Thanks,

From: Chris Bruner
To: Tony Capaci
Tony:

Attached is an updated spreadsheet in which the OCFC escrow is not returned to the Sponsor. Also, I have shown the
net monthly cash flow and double checked the Sponsor’s calculations.

Note: All of my adjustments are made in the blue‐colored section at the bottom of the sheet.

Thanks,
‐‐CB

Chris Bruner
Financial Analyst

Office: (614)752‐2774

692

From: Chris Bruner
To: Tony Capaci
Subject: NURFC -- Staff adjusted cash flow RE: NURFC follow up documents
Tony:


Thanks,
‐‐CB

Chris Bruner
Financial Analyst

Office: (614)752‐2774


From: Tony Capaci
To: Chris Bruner

To: Tony Capaci
Tony,
693
Thank you,
694
Tony Capaci
From: Tony Capaci
Attachments: 2011 Cash Flow Projection for OCFC based on 12-10 BOD Budget w staff adjustments in
blue.xlsx

From: Chris Bruner
To: Tony Capaci
Tony:


Note: All of my adjustments are made in the blue‐colored section at the bottom of the sheet.

Thanks,
‐‐CB

Chris Bruner
Financial Analyst

Office: (614)752‐2774


From: Chris Bruner
To: Tony Capaci
Subject: NURFC -- Staff adjusted cash flow RE: NURFC follow up documents
Tony:


Thanks,
695
‐‐CB

Chris Bruner
Financial Analyst

Office: (614)752‐2774


From: Tony Capaci
To: Chris Bruner

To: Tony Capaci
Tony,
Thank you,
696
Tony Capaci
From: Tony Capaci
Subject: FW: Freedom Center - Guarantee....

To: Kathy Fox
Robinson
Kathy
Warm regards,
Don
John,
697
Best regards,
Kathy
Executive Director

Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
698
Kathy,
Best regards,
John Pepper
699
Tony Capaci
From: Tony Capaci
Subject: FW: Freedom Center - Guarantee....

From: Kathy Fox
To: Donald's Yahoo
Robinson
Don,
Thanks for your note. We look forward to receiving any additional information that is available, including a business
plan the Freedom Center is preparing or has prepared to address the possibility that federalization may not take place.
Tony Capaci has asked Ben for a business plan that would accommodate such an event, but has not received it yet. You
and I spoke about the need for the Freedom Center’s Executive Committee or Board to approve such a fallback business
plan, and I hope that approval is being scheduled.

So there is no misunderstanding, the purpose for us sharing with you the draft staff report in early January is so that we
can make sure all the facts are correct in the report; it is not our intention to create a debate about the analysis or
recommendations our staff will be providing to the Commission. I’m sure you can appreciate this distinction.

We look forward to receiving the business plan as soon as it is available. We will need it no later than the first week in
January in order to review it and make any updates to our staff report.

Thank you, and my best wishes for the holidays and the new year!
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Robinson
700
Kathy
Warm regards,
Don
John,
Best regards,
701
Kathy
Executive Director

Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Kathy,
702
Best regards,
John Pepper
703
Tony Capaci
From: Tony Capaci
Subject: FW: Contractual Papers....

From: Kathy Fox
To: Rohr, Jeffrey L.; jepepjr@aol.com
Cc: Tony Capaci; Chris Bruner; 594@ocfcsp.oasfc.local; dmurphy@nurfc.org; Donald's Yahoo; BReece@nurfc.org; Amy
Rice
Jeff,
Thank you for forwarding to me your email from Monday. Since your original email went to a staff member and our
office is closed this week for mandatory Cost Savings furlough days, I had no other way of obtaining a copy of your email
this week; It was helpful that you were able to forward it to me.

I sent your comments to our legal counsel on Tuesday. He informs me that the language changes you suggested for the
guaranty document would alter the Commission’s ability to collect timely, should the guaranty need to be called in. He
also notes that the contract language for which changes are now suggested is part of the standard form document that
was sent out initially for review six weeks ago, and further, the language is typical for financial guaranties. He is unable
to recommend to the Commission that the standard document be changed to reflect the suggestions you forwarded.

Sincerely,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

Cc: Tony Capaci; Chris Bruner; 594@ocfcsp.oasfc.local; dmurphy@nurfc.org; Donald's Yahoo; BReece@nurfc.org
Kathy,
704
Jeff Rohr
511 Walnut Street
Phone: (513) 629-2852
Fax: (513) 651-3836
**********************************
12-28-10

To: jepepjr@aol.com
BReece@nurfc.org
Dear John,


Best regards,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

705
To: Kathy Fox
Cc: jepepjr@aol.com

-------------------------
Dear Kathy,
available.
Best regards,
John Pepper
(513) 293-7474
706
Tony Capaci
From: Tony Capaci
Subject: FW: Your note to Jeff Rohr.....

From: Kathy Fox
To: jepepjr@aol.com
Cc: dmurphy@nurfc.org; BReece@nurfc.org; robinson.kb.1@pg.com; Chris Bruner; Tony Capaci; Amy Rice; National
Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Subject: RE: Your note to Jeff Rohr.....
John,
Thank you for your note regarding the guaranty. We’ll look forward to receiving the documents.

Regarding your request for release of the escrow funds in addition to the $850K appropriation, this issue is under review
by the Commission’s Treasurer as he reviews our draft staff report on the Freedom Center. Our Treasurer is an
uncompensated Commission Member; he is on a family trip over the holidays, one that I am certain is well deserved
given his many business and civic responsibilities. We expect to receive his feedback next week and we will be back in
touch with you after that. In the meantime, we will look forward to receiving the back‐up business plan from Don and
updated cash flow projections from Ben. Our staff will begin its review immediately upon receipt, as we have done with
all prior information.

Thank you again for your note.

With my very best wishes for the new year,

Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Kathy,
707
John E. Pepper
708
Tony Capaci
From: Tony Capaci
Subject: FW: board or executive committee approved business plan

From: Tony Capaci
Cc: Chris Bruner
Subject: board or executive committee approved business plan

Ben,
Our preliminary report and recommendation is making its way through review of some of the key board members.
Although we have not heard back in the entirety on the report I think at this point it is safe to say the Commission will be
requiring of the Freedom Center a board or executive committee approved business plan addressing the cash flow
needs of the Freedom Center should the cash projections fall short. This is a point Kathy has discussed with Don and I
want to give you as much time as possible to attend to it.
If you have any questions let me know.
Thanks

December 31, 2010 at 5 p.m. We will re‐open Monday, January 3, 2011 at 8 a.m
Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

709
Tony Capaci
From: Tony Capaci
Cc: Chris Bruner
Subject: board or executive committee approved business plan
Tracking:
'BReece@nurfc.org'
Chris Bruner Delivered: 12/20/2010 4:58 PM Read: 12/21/2010 7:19 AM
Ben,
Our preliminary report and recommendation is making its way through review of some of the key board members.
Although we have not heard back in the entirety on the report I think at this point it is safe to say the Commission will be
requiring of the Freedom Center a board or executive committee approved business plan addressing the cash flow
needs of the Freedom Center should the cash projections fall short. This is a point Kathy has discussed with Don and I
want to give you as much time as possible to attend to it.
If you have any questions let me know.
Thanks

December 31, 2010 at 5 p.m. We will re‐open Monday, January 3, 2011 at 8 a.m
Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

710
Tony Capaci
From: Tony Capaci
To: Amy Rice
Tracking:
Amy,
Oooops…You forgot to copy don Murphy on the reguest

From: Amy Rice

Ben,

quick as possible.

Thank you,
Amy

Amy Rice
Telephone: 614-752-2770
Direct: 614-728-8931
Fax: 614-752-2775

From: Tony Capaci
711

Ben,
Please respond.
Thanks,

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

712
Tony Capaci
From: Tony Capaci
To: Amy Rice; Jessica DeLong; Chris Bruner
Tracking:
Jessica DeLong Delivered: 12/14/2010 11:06 AM Read: 12/14/2010 11:17 AM
Freedom Center

To: Tony Capaci
Subject: Re: release of liens/title of opinion
Tony,
To best of my knowledge, there are no liens against the Center at this time.

Cc: "Chris Bruner" <cbruner@culture.ohio.gov>, "Amy Rice" <ARice@culture.ohio.gov>, <594@ocfcsp.oasfc.local>
Date: 12/14/2010 11:01 AM
Ben,
As you may recall we will require a title of opinion letter on your attorney’s letterhead confirming clean title to the building. (In the
past there were some issues with mechanics liens) Amy will forward you a copy of the opinion of title template however, until then I
would like your confirm that title is clean. I suppose the banks removed all of their liens.
Please respond.
713
Thanks,

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

714
Tony Capaci
From: Tony Capaci
To: Amy Rice
Subject: changes to Nurfc resolution/guaranty
Tracking:
Freedom Center
Amy,
I have made changes to the nurfc pasr which (if Kathy) accepts them will change the conditions of approval and also the
resolution. Also, the changes will affect the John Pepper guarantee. (I believe JD has drafted it so far?)
Thanks,

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

715
Tony Capaci
From: Tony Capaci
Cc: Chris Bruner; Amy Rice; National Underground Railroad Freedom Center (594
Tracking:
'BReece@nurfc.org'
Freedom Center
Ben,
Please respond.
Thanks,

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

716
Tony Capaci
From: Tony Capaci
To: Kathy Fox
Subject: FW: NURFC -- Cash flow responses and what we still need from them FW: questions on
cash flow
Tracking:
Freedom Center
Kathy,
I am feeling a bit better and thought it best to check in on Nurfc. (I will be working from home (probably for a few hours
at least)to attend to any hot issues so If you need me feel free to call (home 740‐587‐0711; better than cell; or email;
this goes for you too Chris)
Regarding the Freedom Center, as Chris has indicated Ben’s responses to my concerns are reasonable enough.
Although, I still have concerns about the level of operating cost cash outflows in the cash flow, Ben seems to believe
those levels are obtainable and therefore, I can move closer to recommending the approval, contingent on John
Pepper’s guarantee. (If we approve the funding, we are in no worse a position with the guarantee and the funding will
get the Freedom Center closer to federalization which ultimately is our best shot at attaining culture from the facility for
the next fifteen years) However, that being said there remains a risk that the Freedom center’s cash will not be sufficient
to get them to federalization even with our funding (despite Bens reassurances). In order for the plan as I understand it
to work the new Development Director will have to be as successful in fundraising as is indicated by the level Ben
projects, (which is somewhat of a deviation to the successful fundraising strategy they have been employing), the pro
bono lobbyist will have to be successful with the federalization, and the decreased cash outflows will have to be
attained. Ben has indicated Don Murphy will take the issue up of this risk directly with you. Ultimately, I would like the
Freedom Center to acknowledge their cash projection is not fail safe and they should be addressing the possible impact
of negative cash before federalization. If Don could satisfy you and the Commission on this point I think we could
recommend to the Commission to go forward with the approval. If you feel we need a board approved plan I would
support that however, I believe we can reach the same level of assurance by direct talks between you and Don.
Let me know your thoughts.
Thanks,
Tony

From: Chris Bruner
To: Kathy Fox
Cc: Tony Capaci; 594@ocfcsp.oasfc.local
Subject: NURFC -- Cash flow responses and what we still need from them FW: questions on cash flow
Kathy:

I have reviewed Ben’s responses to Tony’s latest set of questions. They seem reasonable, but I do not believe the new
information will alter our position on NURFC, which we discussed last week.

717
It will still be important to have the back‐up plan, approved by the board of directors, that details the steps they will
take if things turn out worse than expected. All of that information will need to be incorporated into our financial
analysis before we can make a final recommendation.

This back‐up plan is currently the only piece of information on which we are waiting. Tony last requested it on Monday,
December 6, 2010.

Thanks,
‐‐CB

Chris Bruner
Consultant

Office: (614)752‐2774

From: Tony Capaci
To: Chris Bruner
Kathy asked me to forward this response that Tony received from NURFC

Keith Wiley
Telephone: 614-752-2770
Direct: 614-995-7557
Fax: 614-752-2775
e-mail: kwiley@culture.ohio.gov

To: Tony Capaci
Tony,
Thank you,
718
Date: 12/06/2010 01:20 PM
Ben,
exhibits.


Thanks,
Tony

719
To: Tony Capaci
Tony,
Thank you,

Date: 11/30/2010 12:34 PM

Ben,

720

Thanks,


To: Tony Capaci

Date: 11/23/2010 04:26 PM

Ben,
721
Thanks,

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
722
Tony Capaci
From: Tony Capaci
To: Chris Bruner
Cc: National Underground Railroad Freedom Center (594docs@ocfcsp.oasfc.local); National
Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Tracking:
Freedom Center

Freedom Center
Amy Rice Delivered: 12/6/2010 1:19 PM Deleted: 12/7/2010 10:45 AM

To: Tony Capaci
Tony,
Thank you,

Date: 11/30/2010 12:34 PM
723
Ben,


Thanks,

To: Tony Capaci
724
Date: 11/23/2010 04:26 PM

Ben,
Thanks,

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
725
Tony Capaci
From: Tony Capaci
Cc: Kathy Fox; Chris Bruner; National Underground Railroad Freedom Center (594
Tracking:
'BReece@nurfc.org'
Freedom Center
Ben,
Thank you for your response, I hope you are feeling better and I hope all went well with your mother’s surgery. I have
reviewed your response and have a few more questions:
1) Could you kindly back out any permanently restricted funds included as cash inflow in the cash flow and
resubmit.
2) I am not clear on your explanation to my DOE funding question. Let me re‐phrase my question; Footnote #2 in
the 12/31/09 audit indicates $400k is to be received from the DOE between the period 10/1/09‐9/30/11
however, your cash flow indicates $760K of cash coming in from the DOE between 10/1/10‐ 9/30/11. You
mention accruals however, since it is a cash flow the only aspect we are concerned with is how much cash in
coming in. Please confirm to me the expected cash coming in from the DOE between now and 9/30/11 and
adjust the cash flow if need be.
3) You indicate operating expenses have been significantly reduced in the area of professional lobbyist, fundraising
and traveling exhibits.
However, I suspect the professional lobbyist was used to assist in the obtaining of the federal legislation and the
fundraising obviously to be used in helping to attain your fundraising cash inflow projection. I note your
fundraising cash inflow projection is in keeping with the actual fundraising revenues recorded in your YTD
9/30/10 financials (which is significantly higher than actual previous years) however, if you reduce fundraising
costs will you be able to maintain the fundraising inflow levels indicated in the cash flow? Also, how will cutting
lobbyist affect the outcome of the federal legislation?

In formulating my recommendation to the Commission to approve the OCFC funding and in addition to Mr.
Pepper’s guarantee I will be looking at the probability of the Freedom Centers ability to remain viable until
Federalization occurs, assuming OCFC funding in February 2011. I know it is “your understanding” the full $3M
of Federal dollars will be received in October 2011, fundraising will continue at those levels recently obtained in
your YTD 2010 numbers, and reduced operating cost will be realized as is indicated by your cash projection
however, in the event those expectations are not fully realized does the board have a back‐up plan? Kindly

Thanks,
Tony

726
To: Tony Capaci
Tony,
Thank you,

Date: 11/30/2010 12:34 PM
Ben,

727

Thanks,

To: Tony Capaci

Date: 11/23/2010 04:26 PM

Ben,
Thanks,

728

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
729
Tony Capaci
From: Tony Capaci
Subject: FW: A Question--Freedom Center

To: Kathy Fox
Cc: 594@ocfcsp.oasfc.local; BReece@nurfc.org; Chris Bruner; jepepjr@aol.com; robinson.kb.1@pg.com; Tony Capaci
Subject: RE: A Question--Freedom Center
Kathy,
In your last paragraph of your email to John Pepper, you say, "even if the Commission approves release of the funds
requested by the Freedom Center, there may be insufficient cash flow for the facility to remain in operation until
federalization. We would then need a plan from the Freedom Center, approved by the Freedom Center board, detailing
how the Freedom Center will remain a going concern." Are you asking for a cash flow plan from the Freedom Center in
addition to Mr. Peppers guarantee? And if so are you asking for that cash flow plan prior to the February Commission
meeting? We were of the understanding that Mr. Pepper's guarantee would be sufficient. Thanks for your clarification in
these two questions.
Warm regards,
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 417-3049
Fax: 513 333-7712

To: <jepepjr@aol.com>
Cc: <dmurphy@nurfc.org>, <BReece@nurfc.org>, <robinson.kb.1@pg.com>, <594@ocfcsp.oasfc.local>, "Tony Capaci" <tcapaci@culture.ohio.gov>, "Chris
Bruner" <cbruner@culture.ohio.gov>
Date: 12/05/2010 07:44 AM
John,
We are still in need of your address in order to prepare the guaranty document. You previously replied with the two names that will
go into the guaranty document (your legal name and your wife’s legal name), but not the address. Once we have the address, we
can prepare the guaranty document and send it to you with instructions for signature. As to timing, it would be helpful if you could
return the guaranty document by January 7, 2011.

Our staff is still working on the financial analysis that will be part of our staff report to the Commission, and we did receive the
730
month by month cash flow that had been requested. Tony Capaci sent several follow up questions this week, the answers for which
I do not believe have been received yet from NURFC staff; I will check in with Tony Capaci on this on Monday. As mentioned
previously, the analysis may illustrate that, even if the Commission approves release of the funds requested by the Freedom Center,
there may be insufficient cash flow for the facility to remain in operation until federalization. We would then need a plan from the
Freedom Center, approved by the Freedom Center board, detailing how the Freedom Center will remain a going concern.

The financial analysis is the critical path activity for keeping the Freedom Center’s request on track for the February 8 agenda, and
timely responses from the Freedom Center to our staff’s follow up questions will be most helpful because the financial analysis is an
iterative process.

Thank you,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Kathy,
Thanks.
John
731
Tony Capaci
From: Tony Capaci
To: Kathy Fox
Cc: Amy Rice; National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Subject: FW: drafting of NURFC/Pepper Guarantee
Tracking:
Amy Rice Delivered: 12/6/2010 9:37 AM Deleted: 12/7/2010 10:45 AM
Freedom Center
Kathy,
Will Tom draft the Pepper the guarantee or would we like to ask Amy get Jessica started.
Thanks,

To: Kathy Fox
Cc: dmurphy@nurfc.org; BReece@nurfc.org; robinson.kb.1@pg.com; 594@ocfcsp.oasfc.local; Tony Capaci; Chris Bruner
Kathy,
My home address is:
233 Oliver Road

Best, John
To: jepepjr@aol.com
John,

732


Thank you,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Kathy,
Thanks.
John
733
Tony Capaci
From: Tony Capaci
Tracking:
'BReece@nurfc.org'
Freedom Center
Ben,
1) When I compare the private support in the cash flow to the total support in the financial statement at 9/30/10
(annualized) the cash flow projections appear to line up. However, when I back the permanently restricted and
temporarily restricted cash from the 9/31/10 financial the unrestricted support (on an annualized basis) appears
to be quite a bit lower than the 2011 projection. I suspect the permanently restricted fundraising on the 9/
30/10 financial is for the operating endowment and should not be included in a projected (operating) cash flow.
Did you base your projection of the cash flow on the actual fundraising achieved as shown in the 9/30/10
financials including temporarily restricted support. What are the restrictions on temporarily restricted that you
2) I see $485K in 12/10 for DOE and $275K through 9/ 2011 also for DOE for a total of $760K ( I assume no DOE
funds have been collected at YTD 9/30/10) However, footnote #2 in the 9/30/09 audit states the two year DOE
grant for the two year period 10/1/09‐9/30/11 is $400K? why the difference? Are state DOE funds included with
the Federal in the cash flow?
accrual basis); YTD expenses net of depreciation on the 9/30/10 statement of activity are $5.6M for 9 months or
$7.6M (annualized); proforma 2011 are $5.6M; the cash outflows on the cash flow total $5.6M for 2011. 2011
proforma and cash flow is quite a decrease from FYE 09, proforma 2010 and annualized 2010. What are the
cuts in costs from the 9/30/09 audit that will account for $1.6M?

I am meeting with Kathy this afternoon to discuss the cash flow and if at all possible I would like to include your
responses. If not possible I will update Kathy on your response once I receive it.

Thanks,

To: Tony Capaci
734
six days a week. I would estimate 24/7 service at a cost of $79,000 (365 days X 24 Hours x .5

Date: 11/23/2010 04:26 PM

Ben,
Thanks,

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

735
Tony Capaci
From: Tony Capaci
Subject: FW: estimated security cost for six months ( mothballed)
Attachments: 15 month Cash Flow Statement.xls

To: Tony Capaci
six days a week. I would estimate 24/7 service at a cost of $79,000 (365 days X 24 Hours x .5

Date: 11/23/2010 04:26 PM

737
Ben,
Thanks,

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

738
Tony Capaci
From: Tony Capaci
To: National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local); Kathy Fox
Cc: Chris Bruner
Subject: FW: Freedom Center and Pepper
Tracking:
Freedom Center

Amy Rice Delivered: 11/29/2010 9:04 AM Deleted: 11/29/2010 3:34 PM
Kathy,
I believe the next step is to ask Rocco to draft the guaranty for the $850K but since we are
not going to return the escrow do we want to have that conversation with Otto

From: John Pepper [mailto:jepepjr@aol.com]
To: Kathy Fox
Cc: Don Murhpy; <DMurphy@nurfc.org>; <BReece@nurfc.org>; <594@ocfcsp.oasfc.local>; Tony
Capaci; Chris Bruner
Subject: Re: Freedom Center and Pepper

Kathy, please go ahead with the formal paperwork. John

Sent from my iPad

On Nov 24, 2010, at 12:57 PM, "Kathy Fox" <KFox@culture.ohio.gov> wrote:

> Dear John,
> I have reconfirmed for a second time this week that our financial analysis group still
awaits a month by month cash flow projection for the next 12 months from the Freedom Center's
the earliest.
>
> As I've mentioned previously, our review process it iterative. The information we receive
>
> Sincerely,
> Kathy
>
> Kathleen M. Fox, FASLA
> Executive Director
> Ohio Cultural Facilities Commission
> 100 E. Broad Street, Suite 300
> Columbus, OH 43215‐3661
739
>
> Vox: 614.752.2770
> Fax: 614‐752‐2775
> e‐mail: kfox@culture.ohio.gov
> kfox@post.harvard.edu
>
> visit our website: www.culture.ohio.gov
>
> Building Culture in Ohio's Communities: The Ohio Cultural Facilities Commission, formerly
>
> ‐‐‐‐‐Original Message‐‐‐‐‐
> From: John Pepper [mailto:jepepjr@aol.com]
> Sent: Wednesday, November 24, 2010 3:24 PM
> To: Kathy Fox
> Subject: Freedom Center and Pepper
>
> Kathy, I think I am close to being ready to proceed in line with your form.
>
> You indicated to Jeff that there is still information you need from the Freedom Center to
Thank you. John
>
> Sent from my iPad
740
Tony Capaci
From: Tony Capaci
Tracking:
'BReece@nurfc.org'
Freedom Center
Amy Rice Delivered: 11/23/2010 4:22 PM Deleted: 11/29/2010 3:34 PM

Ben,
Thanks,

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

741
Tony Capaci
From: Tony Capaci
Cc: National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local); Jessica DeLong
Subject: FW: utilities, taxes, assessments, insurance escrow estimate
Attachments: Reserve Analysis as of 11-22-10.xls
Tracking:
Freedom Center

Freedom Center
Jessica DeLong Delivered: 11/22/2010 4:16 PM Read: 11/23/2010 9:25 AM
JD please link…thanks,

To: Tony Capaci
Subject: Re: utilities, taxes, assessments, insurance escrow estimate
Tony,
Here is the analysis that I have prepared to evaluate the operating reserve held with the OCFC.

Cc: <594@ocfcsp.oasfc.local>, "Chris Bruner" <cbruner@culture.ohio.gov>
Date: 11/22/2010 12:26 PM
Subject: utiilities, taxes, assessments, insurance escrow estimate
742
Ben,
In order to evaluate the request for release of the escrow monies I need to review the escrow substantiation. Back in March of 2008
Gary Dowdell estimated six months of taxes, assessments, utilities and insurance at $450K. the estimate is based on as if the facility
is mothballed. In other words the amount of utilities (use winter months) for six months of vacant building, same with insurance.
Could you kindly recalculate and revise the estimate if necessary also provide substantiation documenting your results. Also, I
cannot move the file forward without this analysis so could you kindly provide it no later than COB Monday, November 29, 2010..
Thanks,
Tony

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

743
Tony Capaci
From: Tony Capaci
Subject: RE: 2011 Cash Flow Estimates
Tracking:
'BReece@nurfc.org'
Freedom Center
Amy Rice Delivered: 11/22/2010 12:58 PM Read: 11/29/2010 8:31 AM
Ben,
We need a month to month cash flow starting with our last financial statement 9/30/10 through the projected
federalization and until the projected cash and working capital are re established at positive; with and without OCFC
funds. Please provide this by Wednesday November 24.
Thanks,

To: Tony Capaci
Subject: 2011 Cash Flow Estimates
Here is the requested 2011 Cash Flow Estimate.
744
Tony Capaci
From: Tony Capaci
To: National Underground Railroad Freedom Center (594docs@ocfcsp.oasfc.local); Jessica
DeLong
Subject: FW: 2011 Cash Flow Estimates
Attachments: 2011 Cash Flow Projection.xls
Tracking:
Freedom Center
Jessica DeLong Delivered: 11/22/2010 12:50 PM

Freedom Center
Jd,
Please link to the workplan
Thanks,

To: Tony Capaci
745
Tony Capaci
From: Tony Capaci
Subject: RE: 2011 Cash Flow Estimates
Was it approved by the BOD
Thanks,

To: Tony Capaci
746
Tony Capaci
From: Tony Capaci
Cc: National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local); Chris Bruner
Subject: utiilities, taxes, assessments, insurance escrow estimate
Tracking:
'BReece@nurfc.org'
Freedom Center

Ben,
In order to evaluate the request for release of the escrow monies I need to review the escrow substantiation. Back in
March of 2008 Gary Dowdell estimated six months of taxes, assessments, utilities and insurance at $450K. the estimate
is based on as if the facility is mothballed. In other words the amount of utilities (use winter months) for six months of
vacant building, same with insurance. Could you kindly recalculate and revise the estimate if necessary also provide
substantiation documenting your results. Also, I cannot move the file forward without this analysis so could you kindly
provide it no later than COB Monday, November 29, 2010.
Thanks,
Tony

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

747
Tony Capaci
From: Tony Capaci
To: Kathy Fox
Cc: Chris Bruner
Subject: do we want freedom center auditiors to provide special report on going concern issues for our
february meeting?
Tracking:
Kathy,

if NURFC were to have a 12/31/10 audit there is a good chance (in my opinion) they would not get an unqualified
“clean” opinion. They may get a qualified opinion based on going concern issues. I think it would be unreasonable to
require a 12/31/10 audit before the February meeting but we may want to consider requiring the freedom center get
from their auditiors a a special management report attesting the going concern issue prior to the February
meeting.???let me know your thoughts.
Thanks,
Tony

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

748
Tony Capaci
From: Tony Capaci
To: Chris Bruner
Subject: FW: current portion of pledges receivable
Attachments: Annual Pledge Collections based on 9-30-10 balances.xls
Tracking:
Chris Bruner Delivered: 11/18/2010 3:18 PM
Freedom Center

To: Tony Capaci
Subject: RE: current portion of pledges receivable
Tony,
We anticipate that the funds would be received in the 4th qtr of 2011, if we are successful in getting the language signed
and passed prior to 9-30-11.
Let me try to attached the file again as well.

Cc: "Chris Bruner" <cbruner@culture.ohio.gov>
Date: 11/18/2010 02:21 PM
Subject: RE: current portion of pledges receivable
Ben,
When you say immediately do you mean as soon as the legislation is signed…even if it is signed before the fiscal year opening. Is it
749
correct to say you anticipate getting the funds before the fiscal year starts. When do you believe the legislation will be signed?
Also, nothing was attached. (please send current portion of $2.5M pledges as of 9/30/10)

To: Tony Capaci
Subject: Re: current portion of pledges receivable
Tony,
I have attached the schedule requested for the collection on pledges as of 9/30/10. I have also tried to clarify my previous
response to question number 1, as requested in your voicemail.

Could you kindly provide me the assumption behind the full $3M in 2011? You are correct that we have included a full year of
Federalization in 2011. It is my understanding that the all funds would be transferred to us immediately (the full $3 million) to cover
the cost of running the facility over US Governments fiscal year beginning 10-1-11 through 9-30-12.

Date: 11/18/2010 12:01 PM
Subject: current portion of pledges receivable

Ben,
Kindly provide me the current portion of pledges receivable at 9/30/10 (could you please do this today…I do not want to put the file
down)
Thanks,

Tony Capaci
750
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
751
Tony Capaci
From: Tony Capaci
Subject: FW: current portion of pledges/ full $3M federalization in FY 2011

To: Tony Capaci
Subject: Re: current portion of pledges receivable
Tony,
I have attached the schedule requested for the collection on pledges as of 9/30/10. I have also tried to clarify my previous
response to question number 1, as requested in your voicemail.
Could you kindly provide me the assumption behind the full $3M in 2011? You are correct that we have included a full year of
Federalization in 2011. It is my understanding that the all funds would be transferred to us immediately (the full $3 million) to cover
the cost of running the facility over US Governments fiscal year beginning 10-1-11 through 9-30-12.

Date: 11/18/2010 12:01 PM
Ben,
Kindly provide me the current portion of pledges receivable at 9/30/10 (could you please do this today…I do not want to put the file
down)
Thanks,

752

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

753
Tony Capaci
From: Tony Capaci
Sent: Thursday, November 18, 2010 11:46 AM
Tracking:
'BReece@nurfc.org'
Chris Bruner Delivered: 11/18/2010 11:46 AM Read: 11/18/2010 12:27 PM
Freedom Center
Ben,
Kindly provide me the current portion of pledges receivable at 9/30/10 (could you please do this today…I do not want
to put the file down)
Thanks,

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

754
Tony Capaci
From: Tony Capaci
Cc: Chris Bruner; Kathy Fox; National Underground Railroad Freedom Center (594
Tracking:
'BReece@nurfc.org'
Chris Bruner Delivered: 11/12/2010 3:23 PM
Freedom Center
Ben,
Thank you for the prompt response. I will start reviewing it Monday and get back to you with any questions. Please
keep in mind I cannot complete the review without the cash flows so kindly expedite those as best as possible.
Thanks,

To: Tony Capaci
Tony,
Thank you,

755
Date: 11/09/2010 04:01 PM
Ben,
above:
need be?

Thanks,

To: Tony Capaci

Date: 11/09/2010 08:27 AM
756

Ben,
analysis)
Thanks,

To: Tony Capaci
Tony,
Thank you,

757
Tony Capaci
From: Tony Capaci
Subject: FW: NURFC proforma and YTD 10 questions

To: Tony Capaci
Tony,
Thank you,

Date: 11/09/2010 04:01 PM
Ben,
758
above:
need be?

Thanks,

To: Tony Capaci

Date: 11/09/2010 08:27 AM

Ben,
analysis)
Thanks,

To: Tony Capaci
759
Tony,
Thank you,

760
Tony Capaci
From: Tony Capaci
To: Kathy Fox; Chris Bruner
Subject: FW: NURFC proforma and YTD 10 questions
Tracking:

fyi
To: Tony Capaci
Tony,
Thank you,

Date: 11/09/2010 04:01 PM
Ben,
761
above:
need be?

Thanks,

To: Tony Capaci

Date: 11/09/2010 08:27 AM

Ben,
analysis)
Thanks,
762
To: Tony Capaci
Tony,
Thank you,

763
Tony Capaci
From: Tony Capaci
Tracking:
'BReece@nurfc.org'
Freedom Center
Ben,
2011?
2) Out of three pro formas you have provided since federalization has been considered you show federalization as
3) The flat pro forma projected surplus in 2011 is $950K which includes $3M of federalization and in 2012 the
4) If I annualize your 9/30/10 YTD revenue contributions, I come up to about $4M a year however, your pro forma
Center’s projected contributions including the economy, donor fatigue, the debt settlement, the write down of
the building, and the prospect of the federalization, however the pro forma does not provide the assumption

There will most certainly be more questions regarding the pro forma and financials however, If you could kindly provide
764
Thanks,

To: Tony Capaci

Date: 11/09/2010 08:27 AM
Ben,
analysis)
Thanks,

To: Tony Capaci
Tony,
Thank you,
765
Tony Capaci
From: Tony Capaci
To: Kathy Fox
Tracking:
Chris is good with it as well so I will go ahead and send it…thanks,

From: Kathy Fox
To: Tony Capaci
Cc: Chris Bruner
Tony,
These questions all make sense to me, and are good questions for which we need answers. If Chris has other questions,
go ahead and add them. When ready go ahead and send out.

Thanks,
K

From: Tony Capaci
To: Kathy Fox
Cc: Chris Bruner
Kathy,
before I send it.
Thanks,
Chris,
thanks

Ben,
2011?
766

Thanks,

To: Tony Capaci

Date: 11/09/2010 08:27 AM
Ben,
767
analysis)
Thanks,

To: Tony Capaci
Tony,
Thank you,
768
Tony Capaci
From: Tony Capaci
To: Kathy Fox
Cc: Chris Bruner
Tracking:
Kathy,
before I send it.
Thanks,
Chris,
thanks

Ben,
2011?
769

Thanks,

To: Tony Capaci

Date: 11/09/2010 08:27 AM
Ben,
analysis)
Thanks,

To: Tony Capaci
Tony,
Thank you,
770
771
Tony Capaci
From: Tony Capaci
To: Chris Bruner
Cc: Jessica DeLong; National Underground Railroad Freedom Center
(594docs@ocfcsp.oasfc.local); National Underground Railroad Freedom Center (594
Subject: FW: NURFC 2009 Audit - Final
Tracking:
Chris Bruner Delivered: 11/9/2010 11:58 AM Read: 11/9/2010 12:10 PM
Jessica DeLong Delivered: 11/9/2010 11:58 AM Read: 11/10/2010 10:36 AM
Freedom Center

Freedom Center

To: Tony Capaci

Date: 11/09/2010 08:27 AM
Ben,
772
analysis)
Thanks,

To: Tony Capaci
Tony,
Thank you,
773
Tony Capaci
From: Tony Capaci
To: Chris Bruner
Tracking:
Freedom Center

To: Tony Capaci

I need to book the Adjustment back to dec for my books, once it is booked I will rerun the
balance sheet for September and resend when I get back from training this morning, should be
by 11:15.

‐‐‐‐‐"Tony Capaci" <tcapaci@culture.ohio.gov> wrote: ‐‐‐‐‐

=======================
Date: 11/09/2010 08:27AM
=======================
Ben,

Thanks for the final audit and proforma but wince there is a change to opening net assets and
the building could you kindly make the adjustments to the September 2010 balance sheet so net
assets tie out.
(we will include the September 2010 financials in our analysis)

Thanks,

To: Tony Capaci
Subject: NURFC 2009 Audit ‐ Final

774

Tony,

Here is the final 2009 audited financial statements for the Freedom Center. As we have
discussed, the long awaited adjustment for SFAS‐144 has been included. Please remember, the
adjustment may have been significant from a GAAP basis, but the impact on the pro forma sent
over this more in $0. Simply stated the adjustment amounts to accelerating the depreciation
on the facility, a non‐cash item. If you have any questions about the audit, please contact
me directly.

Thank you,

[attachment(s) "image001.jpg" removed by Benjamin Reece/NURFC]
775
Tony Capaci
From: Tony Capaci
Cc: Kathy Fox; Chris Bruner
Tracking:
'BReece@nurfc.org'
Kathy Fox Delivered: 11/9/2010 8:24 AM Read: 11/9/2010 8:26 AM
Ben,
Thanks for the final audit and proforma but wince there is a change to opening net assets and the building could you
kindly make the adjustments to the September 2010 balance sheet so net assets tie out. (we will include the
September 2010 financials in our analysis)
Thanks,

To: Tony Capaci
Tony,
Thank you,
776
Tony Capaci
From: Tony Capaci
To: Chris Bruner
Cc: National Underground Railroad Freedom Center (594docs@ocfcsp.oasfc.local)
Attachments: National Underground Railroad Freedom Center 2009 report.pdf
Tracking:
Freedom Center
Jessica,
Please link…thanks,

To: Tony Capaci
Tony,
Thank you,
777
Tony Capaci
From: Tony Capaci
Subject: FW: NURFC Pro Forma Financial Statements
Attachments: 5 year proforma as of 11-8-10.xls

To: Tony Capaci
Subject: NURFC Pro Forma Financial Statements
Tony,
Here is a revised 5 year pro forma statement for the NURFC. Currently we are waiting for our audit firm's compliance
partner to give his final blessing on the FAS-144 adjustment, currently the adjustment will reduce the net book value of the
facility by approximately $42 million dollars at December 31. As this is a non-cash adjustment (basically an adjustment to
accelerate depreciation on the facility), it does not have an impact on our cash reserves or financial plans as outlined in
the pro forma. Please call me with questions, I will forward on the electronic copy of the audit as soon as it is available.
Thank you,
778
Tony Capaci
From: Tony Capaci
To: Kathy Fox; Chris Bruner
Cc: National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local); Jessica DeLong
Subject: FW: NURFC Pro Forma Financial Statements
Attachments: 5 year proforma as of 11-8-10.xls
Tracking:
Freedom Center
Jessica DeLong Delivered: 11/8/2010 1:12 PM Read: 11/8/2010 2:11 PM

Fyi…

Jessica
Please upload and link
Thanks,

To: Tony Capaci
Subject: NURFC Pro Forma Financial Statements
Tony,
Here is a revised 5 year pro forma statement for the NURFC. Currently we are waiting for our audit firm's compliance
partner to give his final blessing on the FAS-144 adjustment, currently the adjustment will reduce the net book value of the
facility by approximately $42 million dollars at December 31. As this is a non-cash adjustment (basically an adjustment to
accelerate depreciation on the facility), it does not have an impact on our cash reserves or financial plans as outlined in
the pro forma. Please call me with questions, I will forward on the electronic copy of the audit as soon as it is available.
Thank you,
779
Tony Capaci
From: Tony Capaci
Subject: FW: revised pro forma ( november mtg or Febr mtg

To: donmurphy10850@yahoo.com; Kathy Fox
Cc: Tony Capaci; Chris Bruner; 594@ocfcsp.oasfc.local; DMurphy@nurfc.org; BReece@nurfc.org; robinson.kb.1@pg.com
Dear Kathy,
We have not met but I wanted to write you to fervently ask that you bring the release of the funds being held in escrow to
tomorrow's agenda. I also want to formally reiterate my wife's and my guarantee of the funds that would be released on
the basis I know Don Murphy has discussed with you that would relieve you and the state of financial risk in doing this.
You have been with us at the Freedom Center for many years and this step is very important to our navigating through to
gifting the Freedom Center to the Federal government. Thank you.
Sincerely, John Pepper
From: Don Murhpy <donmurphy10850@yahoo.com>
To: Kathy Fox <KFox@culture.ohio.gov>
Cc: Tony Capaci <tcapaci@culture.ohio.gov>; Chris Bruner <cbruner@culture.ohio.gov>; <594@ocfcsp.oasfc.local>
<594@ocfcsp.oasfc.local>; <DMurphy@nurfc.org> <DMurphy@nurfc.org>; <BReece@nurfc.org> <BReece@nurfc.org>;
jepepjr@aol.com <jepepjr@aol.com>; Ken Robinson <robinson.kb.1@pg.com>
Sent: Mon, Nov 8, 2010 6:31 am
Kathy
This is very disappointing news. We realize you need the financials, however Ben assured me that Tony had received our
preliminary audit and was only waiting for our pro forma, which let you know the last time that we spoke would be
available after our finance committee meeting on Friday. We also sent a set of financial information to Otto Budig.
Please let me know if there is some way that this can be reconsidered, especially in light of John Pepper's guarantee.
This is extremely important to our cash position going into the first of the year. The guarantees coupled with our
retirement of our debt should be sufficient cover in risk that OCFC is concerned about. Please let me know as soon as
you can if having us on the agenda tomorrow can be reconsidered.
Don
Donald W Murphy
513 333-7516
Cell: 513 417-3049

780
Tony,
I left a voicemail message for Don Murphy clarifying that the Freedom Center is not on the Commission
agenda for November 9. I am not sure how confusion arose on this, as I have not been in any
conversations where that date was discussed.
You have alerted me that we still have not received all of the promised financial information from the
Freedom Center. The very earliest the Commission can consider the Freedom Center’s request to modify
the existing MOU is the February 2011 meeting. The specific timing of Commission consideration of the
Freedom Center’s request is subject to the Freedom Center’s responsiveness in providing the information
they previously promised. Obviously, we need the pro forma ASAP in order to stay on track for the first
quarter meeting in February 2011.
I am sure that representatives of the Freedom Center will understand that we have dozens of other
projects vying for your financial review, and that repeatedly rescheduling your work is not efficient, nor is it
fair to other project sponsor organizations seeking approval of state funds. I know you’ll do everything
you can to be responsive when the Freedom Center provides the pro forma, and once you’ve had the
opportunity to prepare the financial analysis and recommendations we will be able to get back with them.
Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775
Building Culture in Ohio's Communities: The Ohio Cultural Facilities Commission, formerly the Ohio
Arts & Sports Facilities Commission, oversees capital improvement funds appropriated by the Ohio
General Assembly and Governor for community cultural facility projects including non-profit theaters,
museums, historical sites and publicly owned professional sports venues. You are invited to visit
www.culture.ohio.gov or call (614) 752-2770 for more information on the Commission or to learn how we
From: Tony Capaci

Ben,
I believe Kathy and Don have been corresponding regarding, among other items, a revised proforma.
Could you kindly expedite the proforma as hope to start the financial analysis on Monday.
Thanks,
Tony Capaci
Telephone: 614-728-6924
Fax: 614-752-2775
781
including non-profit theaters, museums, historical sites and publicly owned professional sports venues. You are invited to
visit www.culture.ohio.gov or call (614) 752-2770 for more information on the Commission or to learn how we can assist
782
Tony Capaci
From: Tony Capaci
Subject: FW: revised pro forma

From: Kathy Fox

Dear Ben,

‐‐Kathy

Executive Director

Vox: 614.752.2770
Fax: 614‐752‐2775

To: Kathy Fox

Kathy,


Thank you,
783
Benjamin T. Reece
Finance Director
Desk: (513) 333‐7592
Fax: (513) 333‐7720


=======================
Date: 11/07/2010 01:56PM
=======================
Tony,




Thanks,
Kathy


Executive Director

784


Vox: 614.752.2770

Fax: 614‐752‐2775





From: Tony Capaci

Ben,


Thanks,

Tony Capaci
785

Telephone: 614‐728‐6924
Fax: 614‐752‐2775


786
Tony Capaci
From: Tony Capaci
To: Chris Bruner
Subject: FW: revised pro forma
Tracking:

From: Kathy Fox

Dear Ben,

‐‐Kathy

Executive Director

Vox: 614.752.2770
Fax: 614‐752‐2775

To: Kathy Fox

Kathy,

787

Thank you,
Benjamin T. Reece
Finance Director
Desk: (513) 333‐7592
Fax: (513) 333‐7720


=======================
Date: 11/07/2010 01:56PM
=======================
Tony,




Thanks,
Kathy

788


Executive Director



Vox: 614.752.2770

Fax: 614‐752‐2775





From: Tony Capaci

Ben,


Thanks,

789

Tony Capaci

Telephone: 614‐728‐6924
Fax: 614‐752‐2775


790
Tony Capaci
From: Tony Capaci
Tracking:
'BReece@nurfc.org'
Freedom Center
Ben,
I believe Kathy and Don have been corresponding regarding, among other items, a revised proforma. Could you kindly
expedite the proforma as hope to start the financial analysis on Monday.
Thanks,

Tony Capaci
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

791
Tony Capaci
From: Tony Capaci
To: Kathy Fox
Subject: FW: Balance sheet for 9/30/10
Importance: High
Tracking:
Kathy,
I was not too far off in my estimation:
Based on NURFC’s internally generated preliminary their unrestricted liquid assets is just under $4M with another
$950K in an endowment. If we estimate they are losing $800k‐$1M/year it looks like they could make it four years or
so. This is assuming they can maintain fundraising at the pace they have recently obtained. Of course my calculation is
a very rough estimate and many elements can influence the actual outcome.
Let me know if you have any questions. ( I am curious to see what their revised pro forma looks like)
Thanks

To: Tony Capaci
Cc: 594@ocfcsp.oasfc.local; DMurphy@nurfc.org; Kathy Fox
Subject: Re: Balance sheet for 9/30/10
Importance: High
Tony,
Here is the Statement of Financial Position requested.
Thank you ,
792
cc <DMurphy@nurfc.org>, "Kathy Fox" <KFox@culture.ohio.gov>,
10/18/2010 01:05 PM <594@ocfcsp.oasfc.local>
Subject Balance sheet for 9/30/10
Ben,
I have the statement of activity for the period ending 9/30/10 however, I would like to also see the statement of financial position as
of 9/30/10. Could you kindly send it asap.
Thanks,

Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

793
Tony Capaci
From: Tony Capaci
Attachments: NURFC September 2010 Preliminary Statement of Activities - OCFC.xls

From: Kathy Fox
To: Tony Capaci
Tony,
Internally generated 9/30/10 P&L for the Freedom Center, FYI. Audit still expected in early November.

To: obudig@parsecinc.com
Cc: Kathy Fox; jepepjr@aol.com
Subject: Freedom Center Statement of Activities
Otto
Please find attached in this email the Freedom Center's Statement of Activities through September 30. Please don't
hesitate to call me if you have questions. I am copying Kathy Fox as well. We will get you our audited financial statement
as soon as it is available, which I expect to be the first week in November. Thanks for your help. John and I appreciate it.
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
----- Forwarded by Don Murphy/NURFC on 10/18/10 08:45 AM -----
Benjamin Reece/NURFC To Don Murphy/NURFC@Nurfc
cc
10/18/10 08:41 AM Subject OCFC statement
794
795
Tony Capaci
From: Tony Capaci
Subject: FW: Balance sheet for 9/30/10
Importance: High

To: Tony Capaci
Cc: 594@ocfcsp.oasfc.local; DMurphy@nurfc.org; Kathy Fox
Subject: Re: Balance sheet for 9/30/10
Importance: High
Tony,
Here is the Statement of Financial Position requested.
Thank you ,

cc <DMurphy@nurfc.org>, "Kathy Fox" <KFox@culture.ohio.gov>,
10/18/2010 01:05 PM <594@ocfcsp.oasfc.local>
Subject Balance sheet for 9/30/10
Ben,
796
I have the statement of activity for the period ending 9/30/10 however, I would like to also see the statement of financial position as
of 9/30/10. Could you kindly send it asap.
Thanks,

Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

797
Tony Capaci
From: Tony Capaci
Cc: 'DMurphy@nurfc.org'; Kathy Fox; National Underground Railroad Freedom Center (594
Subject: Balance sheet for 9/30/10
Tracking:
'BReece@nurfc.org'
'DMurphy@nurfc.org'
Ben,
I have the statement of activity for the period ending 9/30/10 however, I would like to also see the statement of
financial position as of 9/30/10. Could you kindly send it asap.
Thanks,

Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

798
Tony Capaci
From: Tony Capaci

From: Otto Budig [mailto:obudig@parsecinc.com]
To: Kathy Fox
Cc: Tony Capaci
Kathy:
Many thanks for the email below.
John Pepper and the CEO of the Freedom Center visited me this afternoon inquiring about what they might do
to have the $850k we provided through a MOU released.
Because I couldn’t remember the details, I requested the information they presented to the Commission some
time ago and Tony kindly provided it (with a copy to you).
Toward the conclusion of our conversation, John stipulated what might be a game changer.
He indicated that while the Center had retired its bond debt thereby making the numbers more acceptable, he
would personally guarantee the $850k in the event that the Center would go down and the State could not
recover the full amount of the grants previously provided.
As information. We’ll talk more about this on Monday.
Otto
P.S. While I make every effort not to be pulled into Commission issues involving the Cincinnati/Hamilton
County community, I hope we can help this situation if I can without compromising our standards,
All the best,
Otto

To: Otto Budig
Dear Otto:
799
Per the voicemail message I left on Friday afternoon, please see below for my most recent email
correspondence with Don Murphy from the Freedom Center. Please let me know when it would be convenient
to discuss the situation with you.
Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775
facility project.
From: Kathy Fox

Cc: Tony Capaci; Amy Rice; '594@ocfcsp.oasfc.local'
Hi Don,
Thank you for the update. I think it would be most productive to discuss the concept of a guarantee after you’ve
sent us the audit and pro forma the first week of November. That way we’ll all be operating from the same
information.
Thanks,
Kathy

Executive Director
800
We’ve moved! Effective March 22, 2010, the Ohio Cultural Facilities Commission relocated to new
offices. Our new address is 100 E. Broad St., Suite 300, Columbus, OH 43215-3661. Phone and Fax
numbers remain the same.
Vox: 614.752.2770
Fax: 614-752-2775
facility project.

To: Kathy Fox
Hi Kathy
I spoke with John Pepper about the concept of a guarantee. He is willing to discuss this and get an
understanding of the details. I believe he is only interested in a guarantee that involves the $850,000. Let me
know when it would be convenient to discuss this further. We will of course provide you with the audit you
have requested and the revised pro forma. Thanks.
Warm regards
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712

To: Kathy Fox
Thanks, Kathy. I will let you know the outcome of my conversation with John Pepper regarding the guarantee.
801
As always I appreciate your help.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712

cc "Tony Capaci" <tcapaci@culture.ohio.gov>, "Amy
10/12/10 09:47 AM
Rice" <ARice@culture.ohio.gov>
Subject RE: National Underground Railroad Freedom Center
Don
Thank you for the update. You also mentioned that you will be speaking with John Pepper about the possibility
of the Freedom Center obtaining a guarantee for the state funds. I look forward to hearing the outcome of that
conversation.
Per our telephone conversation this morning, we will look forward to receiving a copy of your latest audit in the
first week in November. It would be most helpful if you could also send along at the same time the five year
proforma you mentioned.
Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775
802
facility project.

To: Kathy Fox
Kathy
I want to update you on where we are on the federal legislation and also propose a slightly different approach in
light of the elimination of all of our outstanding debt. This retiring of the bonded indebtedness also means that
our annual interest expense has been removed as well. This has a very positive impact on our operating budget
and the sustainability of the Freedom Center.
First the legislation. The language we proposed that would gift the Freedom Center to the people of the United
States is being supported by Sen. Sherrod Brown. He is committed to attaching the language to must pass
legislation. We were not able to get it attached to the recent continuing resolution (CR) that passed congress.
As a result a bill is being sought in the lame duck session. However, there may be no bill in the lame duck
session. We will have to wait until the new session of congress in January of 2011.
Therefore, I would like to propose that my staff send a revised pro forma that will reflect the consequence of
having retired our debt and hence eliminated substantial annual interest expense. The Freedom Center is now in
a far better position than it has ever been with respect to sustainability compared to where it was when we
received the majority of the capital funding from the state. We would like the opportunity to demonstrate
through a revised pro forma and discussions with your staff that the Freedom Center can be sustained.
I appreciate very much all that you and your staff have done to work with us and the support you have given the
Freedom Center. Please let me know if presenting a revised pro forma is something you can entertain.
Warmest regards,
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
803
Tony Capaci
From: Tony Capaci
To: Chris Bruner
Tracking:
fyi

From: Kathy Fox
Hi Don,


Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Hi Kathy
804
forma. Thanks.
Warm regards
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
805
Tony Capaci
From: Tony Capaci

From: Kathy Fox
Hi Don,


Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
Hi Kathy
forma. Thanks.
806
Warm regards
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
807
Tony Capaci
From: Tony Capaci
Subject: FW: NURFC Escrow -1st Quarter FY11
Attachments: NURFC 1st Q FY11 Escrow Summary.pdf

From: Myra La Cava
To: Tony Capaci
Subject: NURFC Escrow -1st Quarter FY11

Tony,

Please pass on the attached summary to your contact at NURFC. The letter is addressed to Ben Reece and I am
assuming he is still there. If not, please let me know and I will change the letter before I send it for the next quarter.
Thanks.

Myra LaCava
Telephone: 614-728-8929
Fax: 614-752-2775
808
Tony Capaci
From: Tony Capaci
Cc: National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local); Myra La Cava
Attachments: NURFC 1st Q FY11 Escrow Summary.pdf
Tracking:
'BReece@nurfc.org'
Freedom Center
Ben,
Here is the 1st qtr fiscal year 2011 escrow.
Thanks

Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

809
Tony Capaci
From: Tony Capaci
To: Chris Bruner
Tracking:
Freedom Center

From: Kathy Fox
Cc: Tony Capaci; Amy Rice
Don

Thank you for the update. You also mentioned that you will be speaking with John Pepper about the possibility of the
Freedom Center obtaining a guarantee for the state funds. I look forward to hearing the outcome of that conversation.

Per our telephone conversation this morning, we will look forward to receiving a copy of your latest audit in the first
week in November. It would be most helpful if you could also send along at the same time the five year proforma you
mentioned.

Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

To: Kathy Fox
810
Kathy
Freedom Center.
Warmest regards,
Don
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
811
Tony Capaci
From: Tony Capaci

From: Kathy Fox
Cc: Tony Capaci; Dave Wartel
Don,
Thank you for the updates. Congratulations on the establishment of your endowment—that is indeed heartening news.
The companion news about your current congressional dialogue is also encouraging, but points to an important
continuing risk with regard to your sustainability. The pro‐forma provided by your staff a few months ago illustrated a
need for Federal operating funds at a level significantly above the current level, and it is our understanding that those
additional Federal funds would be available only after the proposed legislation is adopted. The endowment, while a
promising development, is insufficient to replace the needed Federal funds on an ongoing basis.

You’ll recall that the Resolution the Commission approved earlier this year required that the Federal legislation be
adopted prior to the Freedom Center returning to the Commission for release of the state capital appropriation. As
soon as that legislation is passed, we look forward to working with you toward Commission approval to release the state
capital funds. And of course, we look forward in the meantime to seeing the draft legislation and then working through
drafting of the related documents.

We wish you good luck as you work through the Federal legislative and appropriations process. Please continue to keep
us posted on those developments.

With my best regards,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

812
To: Kathy Fox
Kathy,
Warmest regards,
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
813
Tony Capaci
From: Tony Capaci
To: Kathy Fox
Tracking:
Kathy,
Below is the provision in the MOU stating Federal
Legislation must be enacted prior to getting signed
legal agreements. Regarding Don’s question on
the financial statements (as to what must the
Freedom Center show in order to demonstrate
sustainability) I would say they need actual
financial statements indicating a pre depreciation
surplus and a proforma (based on solid
projections) also showing pre depreciation
surpluses. The last pro forma they provided
indicates a projected loss in 2011 and projected
pre depreciation surpluses of about $213K‐$270K
however, those projections include $2M of federal
814
dollars each year. Without the federal dollars they
have net assets sufficient to last about two years.
If we are going to consider a financial review
(which passes muster regarding sustainability) we
would need current ytd financials indicating a
break even or surplus scenario (pre‐depreciation)
and a proforma also indicating a pre‐depreciation
or break even scenario not including the federal
dollars.
Let me know if you need anything else.
Thanks,

815

From: Kathy Fox
To: Tony Capaci
Cc: Dave Wartel
Tony,


Thanks,
Kathy

To: Kathy Fox
Kathy,
816
Warmest regards,
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
817
Tony Capaci
From: Tony Capaci
To: Kathy Fox
Tracking:
Kathy,
Per my last review of the most recent proforma (received from Ben Reese) it was clear the Freedom Center should be
able to make it for the next two years or so. However, sustaining losses past that will be quite a problem. Therefore, I
did not see sustainability without the Federalization a promising proposition. I can re‐review the proforma which was
last provided, compare it to past financials and analyze it in a couple of hours. Since the proforma provided a pre
depreciation projection including the debt payoff I thought it was a good indicator (at the time). I can talk to you more
about it tomorrow.
Thanks,
Tony

From: Kathy Fox
To: Tony Capaci
Cc: Dave Wartel
Tony,


Thanks,
Kathy

To: Kathy Fox
Kathy,
818
Warmest regards,
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 407-2934
Fax: 513 333-7712
819
Tony Capaci
From: Tony Capaci
Subject: FW: NURFC Escrow Account
Attachments: NURFC FY10 Q4 interest.pdf
Ben,
Interest on FY10 Q4
Thanks, I am away on vacation until 7/22/10. If you need anything urgently please contact Barbara Witt.

From: Myra La Cava
To: Tony Capaci
Subject: NURFC Escrow Account

Tony,

Please forward to your contact at NURFC. Thanks.

Myra LaCava
Telephone: 614-728-8929
Fax: 614-752-2775
820
Tony Capaci
From: Tony Capaci
To: Jessica Fagan
Cc: Barbara Witt
Tracking:
Jessica Fagan Delivered: 6/14/2010 11:40 AM Read: 9/29/2010 4:13 PM
Barbara Witt Delivered: 6/14/2010 11:40 AM Read: 6/14/2010 3:53 PM
Jessica,
I believe there are five cultural projects plus one OHS but please check with Barbara

From: Jessica Fagan
To: Rachel Gerrick (RGerrick@ag.state.oh.us); Emily_Gephart@lsc.state.oh.us; Kimberly Eckhart; OCFC

May 2010
COMMISSION NEWS


821
PROJECT NEWS
alternative energy sources. The first part of the exhibit explores the oil industry with
interactive exhibits that explain the oil refining process; the story of oil from how it is
created and extracted to its various products and uses; and a “Voice of the Visitor”
area that encourages visitors to share their views on important energy topics. The
second part of the Energy Factory deals with solar power, and is located in an area of
the museum where natural sunlight is abundant, along the Maumee riverfront. The
exhibit contains photovoltaic panels that convert sunlight to electricity, and a number
of interactive games that allow visitors to explore concepts of solar power and the use
of robotics in the solar power industry. Still other Energy Factory exhibits explore eddy
currents (a property of magnetism), spin energy transfer, and electromagnetic fields.
Imagination Station received Commission approval in May 2009 for just over $1
million in state capital appropriations that were used to conduct strategic facility and
exhibit upgrades in preparation for the museum’s reopening last fall. The state has
invested nearly $12 million in the facility since its inception in the mid 1990s.
The Boonshoft Museum of Discovery is the recipient of an $800,000 grant from

NASA to create an Exoplanets Exploration exhibit. The addition of the new exhibit
will be part of the Boonshoft’s overall planetarium renovation, and will include a NASA
theater, linking visitors directly to NASA scientists. The exhibit will educate visitors
about the importance of exoplanet discovery as part of NASA’s space exploration
program. Exoplanets are planets outside our solar system, orbiting a star other than
the Sun. The project also will incorporate a traveling component, and the development
of educational support materials for teachers and parents. According to Boonshoft
CEO Mark Meister, the NASA grant is the largest federal grant in the museum’s
history. The Boonshoft’s project is one of nine science center exhibits across the
country to share $7 million in grant funds. The Boonshoft Museum of Discovery has
received state capital appropriations totaling $1.5 million; the most recent funds
received Commission approval in November 2009, and are being used to upgrade the
museum’s Wild Ohio Zoo.

Stambaugh Auditorium’s organ after their return from a restoration facility in Connecticut. Skinner organs were the
restoration project is underway. TOP: world’s finest at the time the Stambaugh’s organ was installed in 1926. The
In the great chamber, the walls have
been repainted and work is in restoration project is not expected to be complete until summer 2011.
progress to reinstall the Bombarde
section of pipes. BOTTOM: Partial The Columbus Clippers baseball team received an Emerald Award from the
reinstallation of the Swell chamber. Solid Waste Authority of Central Ohio for its recycling efforts at Huntington
The Swell chamber encloses some of
the organ’s pipes; the organist can Park. The Clippers worked with Rumpke, a waste management and recycling
control volume by opening or closing company, to divert 97 tons of cardboard, 13 tons of grass clippings, and 110 tons of
shutters. mixed recyclables from the waste stream at Huntington Park. The Clippers
822
organization says it hopes to grow the program in future years, encouraging more participation from fans and creating
recycling-themed promotions to raise awareness of the program. Huntington Park opened to a sold-out crowd in April
2009, and was built, in part, with state capital funds of $7 million.
The future of the Fairfield County Historical Parks Commission is uncertain after the defeat on May 4 of a 0.5-mill
property tax levy, which would have generated $1.6 million annually to care for the parks. It was the tenth parks levy
defeat since the Parks Commission was created in 1981. The park system is comprised of 18 historic properties, including
the 1824 Rock Mill gristmill, which is undergoing restoration. Rock Mill has received $150,000 in state capital funds
through the Commission to help fund the restoration. The Parks Commission budget this year includes $127,400 from the
county general fund, as well as some state funding, private contributions, and membership sales. Parks Commission
Executive Director David Fey has stated the Parks Commission cannot properly restore and operate all of the properties
that residents have donated over the years under its current funding structure. Members of Fairfield County Historical
Parks met with Fairfield County commissioners after the levy defeat and agreed to research options for maintaining the
parks system, after Fey mentioned the possibilities of selling some of the land, closing the parks, or partnering with
another park system to manage the parks. County commissioners also asked the Parks Commission to develop a basic
budget that would keep the parks in operation and submit it for review. According to Mr. Fey, the county commissioners
are committed to keeping the parks open. Commission project management staff is in contact with Mr. Fey regarding
plans to maintain the parks moving forward.
The National Underground Railroad Freedom Center recently hosted its largest-drawing temporary exhibit ever.
The four-month exhibit on lynching, called “Without Sanctuary”, drew 15,000 visitors from its opening in mid-January until
its run ended May 31. Freedom Center officials had hoped for 10,000. The exhibit saw single-day high attendance on May
22, with 389 visitors. “Without Sanctuary” depicts the country’s documented history of 5,000 lynchings, from 1882 to 1968,
through artifacts and photographs. Through the Commission, the Freedom Center has been reimbursed more than $14.6
million from a total $15.5 million in state capital appropriations.
STAFF NEWS


823
Tony Capaci
From: Tony Capaci
To: Jessica Fagan
Subject: RE: NURFC - monthly report
Tracking:
Jessica Fagan Delivered: 6/1/2010 12:17 PM
Hi Jessica,
That covers it pretty well…nothing new to report
Thanks

From: Jessica Fagan
To: Tony Capaci
Subject: NURFC - monthly report

Hi Tony,

Here is what was reported about NURFC in last month’s report – is there anything new to add? Thanks!


824
Tony Capaci
From: Tony Capaci
To: Dave Wartel
Cc: Barbara Witt; National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Tracking:
Dave Wartel Delivered: 4/27/2010 1:17 PM Read: 4/27/2010 1:31 PM
Barbara Witt Delivered: 4/27/2010 1:17 PM Read: 4/27/2010 3:42 PM
Freedom Center
Dave,
I do not know of any specific commitment we have with any representative regarding NURFC but I do know
Jessica did speak with Representative Yates several times. Also, judging from the last time they were here, the
Commission members are quite interested in being kept up to date. I do think the news warrants a blurb in the
newsletter and probably a call to the representatives. Although, the representatives and those in the Cincinnati
community are probably well aware. Finally, you should know that I believe NURFC may not financially survive
another two years until the Federalization is executed. ( I have asked them for a cash flow but have not yet
received it). The bank took a huge loss ($20M?) which is a strong indication of the future they see for NURFC.
So, yes, I do suggest we communicate to the stakeholders.
Let me know if you need me.
Thanks

From: Dave Wartel
To: Tony Capaci
Tony –

Is there any communication needed? Do you know if we promised anyone that we would keep them informed?

Thanks,
Dave

From: Tony Capaci
To: National Underground Railroad Freedom Center (594docs@ocfcsp.oasfc.local); Kathy Fox; Barbara Witt; Jessica
Fagan
Hi All,
Thanks,

825
To: Tony Capaci
Thank you,
826
Tony Capaci
From: Tony Capaci
Subject: RE:cash flow of sustainability
Tracking:
'BReece@nurfc.org'
Barbara Witt Delivered: 4/20/2010 11:29 AM Read: 4/21/2010 9:01 AM
Freedom Center
Ben,
My thumbnail review of the 2/10 financials indicates, once the investments and debt are removed, the balance sheet
will not sustain many more months of operating losses. Could you kindly provide a monthly projected cash flow starting
with March 2010 and going to the anticipated federalization date.
Thanks,
Tony

To: Tony Capaci
Subject: Re: proforma review
Here are the Monthly Financial Statements for January and February.

cc "Barbara Witt" <bwitt@culture.ohio.gov>, <594@ocfcsp.oasfc.local>
04/20/2010 09:28 AM Subject proforma review
827
Ben,
I reviewed the proforma and can see how the settlement agreement will positively impact the income statement however, as you
know the projected surpluses in the pro forma occur only when $2M of Federalization revenue takes place. Therefore, I do not see
doing much until the Federalization happens (which is consistent with the MOU). I do however, need a indication from you as to
how the losses prior to the Federalization will be funded. Also, please keep us in the loop with the monthly financials and finally,
when the time comes to meet the terms in the MOU we will need actual numbers to compare to the pro forma (just a heads up).
Let me know if you have any questions.
Thanks,
Tony Capaci
Project Manager
We’ve moved! Effective March 22, 2010, the Ohio Cultural Facilities Commission relocated to new offices. Our new address is 100 East Broad Street,
Suite 300, Columbus, OH 43215-3661. Our phone and fax numbers remain the same.
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

828
Tony Capaci
From: Tony Capaci
Subject: FW: proforma review
Attachments: 2010 February Financial Statements.xls; 2010 January Financial Statements.xls

To: Tony Capaci
Subject: Re: proforma review
Here are the Monthly Financial Statements for January and February.

04/20/2010 09:28 AM Subject proforma review
Ben,
I reviewed the proforma and can see how the settlement agreement will positively impact the income statement however, as you
know the projected surpluses in the pro forma occur only when $2M of Federalization revenue takes place. Therefore, I do not see
doing much until the Federalization happens (which is consistent with the MOU). I do however, need a indication from you as to
how the losses prior to the Federalization will be funded. Also, please keep us in the loop with the monthly financials and finally,
when the time comes to meet the terms in the MOU we will need actual numbers to compare to the pro forma (just a heads up).
Thanks,
Tony Capaci
Project Manager
829
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

830
Tony Capaci
From: Tony Capaci
Subject: proforma review
Tracking:
'BReece@nurfc.org'
Freedom Center
Ben,
I reviewed the proforma and can see how the settlement agreement will positively impact the income statement
however, as you know the projected surpluses in the pro forma occur only when $2M of Federalization revenue takes
place. Therefore, I do not see doing much until the Federalization happens (which is consistent with the MOU). I do
however, need a indication from you as to how the losses prior to the Federalization will be funded. Also, please keep
us in the loop with the monthly financials and finally, when the time comes to meet the terms in the MOU we will need
actual numbers to compare to the pro forma (just a heads up).
Thanks,
Tony Capaci
Project Manager

We’ve moved! Effective March 22, 2010, the Ohio Cultural Facilities Commission relocated to new offices. Our new address is 100 East Broad
Street, Suite 300, Columbus, OH 43215-3661. Our phone and fax numbers remain the same.
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

831
Tony Capaci
From: Tony Capaci
To: Barbara Witt; National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Subject: FW: is NURFC ready for August meeting?
Tracking:
Barbara,
I reviewed the NURFC revised pro forma and compared it to the actual last year. It is hard to make comparisons and to
do so meaningfully I would need the sponsor to prepare an actual vs budget schedule for us. However, it is really a mute
point since, although the proforma does show small operating surpluses starting in 2011 the $200K surpluses are reliant
on $2M a year in Federalization operating revenues. (They had originally told us this number would be $4M a year) In
other words without the Federalization revenue they are operating a ($1.8M) loss pre depreciation. Therefore, I do not
see them coming forward until the federalization is executed.
Thanks,
Tony

From: Tony Capaci
To: National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local); Barbara Witt
Subject: is NURFC ready for August meeting?

Barbara,
Now that NURFC has the signed settlement agreement (which wipes out their investments and debt) as well as their
proforma (which projects a pre depreciation loss this year but pre depreciation surpluses in the future) are they ready to
come forward with the Federalization?
Let me know.
Thanks,

Tony Capaci
Project Manager

Telephone: 614‐728‐6924
Fax: 614‐752‐2775

832
Tony Capaci
From: Tony Capaci
To: National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local); Barbara Witt
Subject: is NURFC ready for August meeting?
Tracking:
Freedom Center
Barbara,
Now that NURFC has the signed settlement agreement (which wipes out their investments and debt) as well as their
proforma (which projects a pre depreciation loss this year but pre depreciation surpluses in the future) are they ready to
come forward with the Federalization?
Let me know.
Thanks,

Tony Capaci
Project Manager

Telephone: 614‐728‐6924
Fax: 614‐752‐2775

833
Tony Capaci
From: Tony Capaci
To: Myra La Cava; Barbara Witt
Subject: RE: NURFC new appropriation
Tracking:
Freedom Center
Hi Myra,
Actually, I will say no. we sought the CB so as to protect their re‐appropriation however, since their project is not
approved (they just have an MOU) I do not think we should encumber the funds.

BW,
Do you concur?

Thanks,

From: Myra La Cava
To: Tony Capaci
Subject: NURFC new appropriation

Hi Tony,

NURFC’s $850,000 CB was approved on 4/8. In the past, I would go ahead and encumber the funds as soon as a project
is approved. Now, I need for the PM to give the OK before I encumber. Is it OK to encumber NURFC?

Thanks.

Myra LaCava
Telephone: 614-728-8929
Fax: 614-752-2775
834

835
Tony Capaci
From: Tony Capaci
To: National Underground Railroad Freedom Center (594docs@ocfcsp.oasfc.local); Kathy Fox;
Barbara Witt; Jessica Fagan
Attachments: 5thfloorexec.pdf
Tracking:
Freedom Center

Jessica Fagan Delivered: 4/16/2010 1:50 PM Read: 4/19/2010 9:27 AM
Freedom Center
Hi All,
Thanks,

To: Tony Capaci
Thank you,
836
Tony Capaci
From: Tony Capaci
Cc: Jessica Fagan; National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Subject: NURFC agreement
Tracking:
Jessica Fagan Delivered: 4/13/2010 1:38 PM Read: 4/19/2010 3:26 PM
Freedom Center
Kathy, Barbara,
FYI…the NURFC agreement with the bank has been signed and I have requested a copy for our records. I have received a
proforma from Ben Reece and will review the same this week.
Thanks,
Tony

Jessica,
When you get a chance come by and I will inform you about a NURFC agreement with their bank which I believe you
may want to use as an item for the newsletter.
Thanks,
Tony

Tony Capaci
Project Manager

Telephone: 614‐728‐6924
Fax: 614‐752‐2775

837
Tony Capaci
From: Tony Capaci
Cc: Jessica Fagan; National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Tracking:
'BReece@nurfc.org'
Ben,
Please send us a copy of the signed agreement. I will review the proforma this week and get back to you.
Thanks,
Tony

To: Tony Capaci
Subject: Re: NURFC 3rd QFY10 interest.pdf - Adobe Acrobat Professional/ proforma
Tony,
The agreement has been signed and the funds have been transferred in accordance. The final settlement date will be
April 30, 2010. Please call me when you have had time to review the proforma.
Thank you,
Ben

04/13/2010 01:05 PM Subject NURFC 3rd QFY10 interest.pdf - Adobe Acrobat Professional/ proforma
Ben,
Here is the 3rd qtr interest
Also, let me know when the agreement is finalized. Once it is I will go over your proforma.
Thanks,
Tony
838
Tony Capaci
From: Tony Capaci
Subject: FW: Escrow account
Attachments: NURFC 3rd QFY10 interest.pdf

From: Myra La Cava
To: Tony Capaci
Subject: RE: Escrow account
Tony,

Please forward to your contact at NURFC. Thanks.

From: Tony Capaci
To: Myra La Cava
Subject: FW: Escrow account
Myra,
Could you let me know if the escrow statements are ready for NURFC
Thanks,
Tony

To: Tony Capaci
Subject: Escrow account
Tony,
Is the quarterly statement available for the funds held with the State?
Thank you,
839
Tony Capaci
From: Tony Capaci
Subject: NURFC 3rd QFY10 interest.pdf - Adobe Acrobat Professional/ proforma
Attachments: NURFC 3rd QFY10 interest
Ben,
Here is the 3rd qtr interest
Also, let me know when the agreement is finalized. Once it is I will go over your proforma.
Thanks,
Tony
840
Tony Capaci
From: Tony Capaci
Subject: FW: NURFC Pro-forma Financial Statements
Importance: High

To: Tony Capaci
Subject: NURFC Pro-forma Financial Statements
Importance: High
Tony,
Attached are the requested financial statement projections for the Freedom Center for 2010 through 2014. Please call me
when you have time to discuss.
Thank you,
Benjamin
841
Tony Capaci
From: Tony Capaci
Subject: FW: agreement
Tracking:
Kathy Fox Delivered: 3/31/2010 12:54 PM Read: 3/31/2010 1:26 PM
Freedom Center
Kathy, Barbara,
According to Ben at NURFC the Bank agreement does not require any action from the Commission
Thanks,

Sent: Wednesday, March 31, 2010 8:33 AM
To: Tony Capaci
Subject: Re: agreement
Correct
"Tony Capaci" <tcapaci@culture.ohio.gov> To <'BReece@nurfc.org>

03/30/2010 04:31 PM Subject agreement
Ben,
As I understand the agreement it does not require any action from the Commission.
Please confirm.
Thanks
Tony

842
Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

843
Tony Capaci
From: Tony Capaci
To: ''BReece@nurfc.org'
Subject: agreement
Ben,
As I understand the agreement it does not require any action from the Commission.
Please confirm.
Thanks
Tony

Tony Capaci
Project Manager

Telephone: 614‐728‐6924
Fax: 614‐752‐2775

844
Tony Capaci
From: Tony Capaci
To: 'benjamintreece@vzw.blackberry.net'
Subject: agreement
Ben,
I would like to confirm the agreement does not require any action from the Commission.
Thanks

Tony Capaci
Project Manager

Telephone: 614‐728‐6924
Fax: 614‐752‐2775

845
Tony Capaci
From: Tony Capaci
Subject: FW: five year operating proforma

From: Tony Capaci
Cc: Barbara Witt; Kathy Fox; 'DMurphy@nurfc.org'
Subject: FW: five year operating proforma

Ben,
Kindly give me an idea of when I can expect to receive the operating proforma. (We have it as an open item and I would
like to stay current on the status)
Thanks,
Tony

From: Tony Capaci
Cc: Barbara Witt; 'DMurphy@nurfc.org'
Subject: five year operating proforma

Ben,
I spoke with Don regarding obtaining a five year operating proforma without interest expense or bank fees. When
preparing the proforma kindly show operating before and after depreciation. Also, kindly detail the assumptions behind
fundraising projections.
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
846
Tony Capaci
From: Tony Capaci
To: 'CRAIG.MARSHALL@ey.com'
Cc: Barbara Witt
Subject: RE: talk about CAC
Tracking:
'CRAIG.MARSHALL@ey.com'
Thanks…will do….tomorrow at 11:00AM on your cell
Thanks

To: Tony Capaci
Perhaps at 11 on my cell
Craig A. Marshall | Columbus Office Managing Partner | Advisory Services
Ernst & Young LLP
1100 Huntington Center, 41 South High Street, Columbus, OH 43215, United States of America
Direct: +1 614 232 7450 | Mobile: +1 937 673 5502 | craig.marshall@ey.com
Home: +1 614 798 2037 | Office: +1 614 224 5678 | EY/Comm: 5126277
Website: www.ey.com
Assistant: Margie Gertner | Phone: +1 614 232 7140 | margie.gertner@ey.com
PLEASE NOTE THAT MY EMAIL HAS CHANGED - MY NEW EMAIL ADDRESS IS craig.marshall@ey.com. Thank you for considering the environmental impact
of printing emails.

To: <CRAIG.MARSHALL@ey.com>
Cc: "Barbara Witt" <bwitt@culture.ohio.gov>
Date: 03/15/2010 08:51 AM
Craig,
Thanks for the reply however, Barbara is out sick today and I know she wanted to talk with you about this. By any chance are you
available Tuesday AM? Thanks again,
Tony

To: Tony Capaci
Subject: Re:
848
I should be available in the afternoon. The one concern I would have is dictating what they have to do with their balance
sheet versus saying what the need as a result of their balance sheet. (i.e. I am not a big fan of telling them they need to
sell their investments as that could backfire on us and their board should direct that; rather, I am for stating what we need
s a result of their current situation. Again, I will be in my office in the pm on Monday. You can work with Margie or Lisa
for a time. Thanks, Craig
Ernst & Young LLP
Website: www.ey.com
of printing emails.

Cc: "Barbara Witt" <bwitt@culture.ohio.gov>, <599@ocfcsp.oasfc.local>
Date: 03/12/2010 09:50 AM
Subject:

Craig,
Barbara and I were hoping to get your advise on a financial matter. Here is some background. One of our sponsor’s, Contemporary
Arts Center (CAC) (located in Cincinnati) has about 7 years of state funded unamortized bonds left with the Commission. The
balance is approximately $3.1M. CAC currently has a Letter of Credit with PNC securing an original Hamilton County bond issuance.
The balance of the Hamilton County bonds is $17.2M. CAC has secured the LOC with $23M of investments. Over the past year the
investments fell beneath the threshold the bank has defined in their covenants and PNC has called in their LOC. PNC has also been
working with CAC to refinance the bond issuance with conventional borrowing. CAC needs the Commission’s approval to refinance.
The Commission currently has a first lien position on the building which will continue under the refinancing. The terms of the
proposed loan is 5 years with 3 annual renewals, an interest rate of LIBOR plus 225 basis points (the basis points increase as the
market value to outstanding loan balance decrease; LTV) if the LTV falls beneath 80% , CAC is in violation of one of the covenants
under the proposed loan. In their attached proforma CAC is projecting a ROI of 8% on $23M of investments and an interest rate
starting at 2.25 % (on $17M of debt)until 12/31/10 and 3.2% after that. The 4%‐5% spread in rates accounts for substantial
projected net unrealized gains, projected at earnings of $1.5M‐$2M annually. The investment take rate is 6.5% and principal
payments on the loan is $250K/year (paid from investments). There are no prepayment penalties. I should add CAC typically
operates at pre unrealized gain/loss; losses. In short, CAC’s investment model relies on interest rates remaining relatively low and
market values increasing. Our concern is at some point over the next eight years the market declines, interest rates rise and a
constricting economy furthers tightens the grip on CAC’s contribution revenue. Also, The take rate is rather high. If refinanced, the
State still has a first lien position however, taking over a building which architecturally is only well suited for narrow purposes, is not
desirable. We are wondering if the risk is such that CAC would be better off selling the investments and paying off the bonds. From
my projections (included at the bottom of the attached sponsor projection) I think this would produce an operating loss of about
$200K. (Similar to their current operations) We would like to see the sponsor cut operating costs to operate at break even and not
have the risk of this arbitrage deal. (We would hate to see another Freedom Center scenario)
Would you mind giving this issue some thought and sharing with us your input? We are reluctant to bother you with this matter
however, we feel we need additional expertise to properly arrive at decision.
849
The sponsor is under pressure to close this loan and I would like to get them a decision soon. If it is not too much trouble could we
schedule a conference call for Monday, March 15th?

Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
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850
Tony Capaci
From: Tony Capaci
Subject: NURFC (Don Murphy call)
Tracking:
Freedom Center

Kathy, Barbara,
I spoke with Don Murphy today and discussed issues of full funding, operating projections, federalization and debt and
investment reduction. I told him I will request from Ben Reece a five year operating proforma and once reviewed I will
schedule a meeting between OCFC staff to discuss. I will get back to him after that meeting.
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

851
Tony Capaci
From: Tony Capaci
To: Barbara Witt
Subject: FW: Craig Marshall reply
Attachments: Projected Financials - requested by OCFC (with pay off of loan).xlsx; PNC CAC Term
Note.DOC
Tracking:
fyi

To: Tony Capaci
Subject: Re:
Ernst & Young LLP
Website: www.ey.com
of printing emails.

Date: 03/12/2010 09:50 AM
Subject:
Craig,
852

Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

______________________________________________________________________
853
Tony Capaci
From: Tony Capaci
Sent: Monday, March 15, 2010 8:48 AM
Cc: Barbara Witt
Tracking:
Craig,
Thanks for the reply however, Barbara is out sick today and I know she wanted to talk with you about this. By any
chance are you available Tuesday AM? Thanks again,
Tony

To: Tony Capaci
Subject: Re:
Ernst & Young LLP
Website: www.ey.com
of printing emails.

Date: 03/12/2010 09:50 AM
Subject:
Craig,
854

Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

______________________________________________________________________
855
Tony Capaci
From: Tony Capaci
Sent: Friday, March 12, 2010 9:47 AM
Cc: Barbara Witt; Contemporary Arts Center (599@ocfcsp.oasfc.local)
Attachments: Projected Financials - requested by OCFC (with pay off of loan).xlsx; PNC CAC Term
Note.DOC
Tracking:
Contemporary Arts Center
Craig,
Barbara and I were hoping to get your advise on a financial matter. Here is some background. One of our sponsor’s,
Contemporary Arts Center (CAC) (located in Cincinnati) has about 7 years of state funded unamortized bonds left with
the Commission. The balance is approximately $3.1M. CAC currently has a Letter of Credit with PNC securing an
original Hamilton County bond issuance. The balance of the Hamilton County bonds is $17.2M. CAC has secured the
LOC with $23M of investments. Over the past year the investments fell beneath the threshold the bank has defined in
their covenants and PNC has called in their LOC. PNC has also been working with CAC to refinance the bond issuance
with conventional borrowing. CAC needs the Commission’s approval to refinance. The Commission currently has a first
lien position on the building which will continue under the refinancing. The terms of the proposed loan is 5 years with 3
annual renewals, an interest rate of LIBOR plus 225 basis points (the basis points increase as the market value to
outstanding loan balance decrease; LTV) if the LTV falls beneath 80% , CAC is in violation of one of the covenants under
the proposed loan. In their attached proforma CAC is projecting a ROI of 8% on $23M of investments and an interest
rate starting at 2.25 % (on $17M of debt)until 12/31/10 and 3.2% after that. The 4%‐5% spread in rates accounts for
substantial projected net unrealized gains, projected at earnings of $1.5M‐$2M annually. The investment take rate is
6.5% and principal payments on the loan is $250K/year (paid from investments). There are no prepayment penalties. I
should add CAC typically operates at pre unrealized gain/loss; losses. In short, CAC’s investment model relies on
interest rates remaining relatively low and market values increasing. Our concern is at some point over the next eight
years the market declines, interest rates rise and a constricting economy furthers tightens the grip on CAC’s contribution
revenue. Also, The take rate is rather high. If refinanced, the State still has a first lien position however, taking over a
building which architecturally is only well suited for narrow purposes, is not desirable. We are wondering if the risk is
such that CAC would be better off selling the investments and paying off the bonds. From my projections (included at
the bottom of the attached sponsor projection) I think this would produce an operating loss of about $200K. (Similar to
their current operations) We would like to see the sponsor cut operating costs to operate at break even and not have
the risk of this arbitrage deal. (We would hate to see another Freedom Center scenario)
Would you mind giving this issue some thought and sharing with us your input? We are reluctant to bother you with
this matter however, we feel we need additional expertise to properly arrive at decision.
The sponsor is under pressure to close this loan and I would like to get them a decision soon. If it is not too much
trouble could we schedule a conference call for Monday, March 15th?

Thanks,
Tony

Tony Capaci
Project Manager
856
Telephone: 614‐728‐6924
Fax: 614‐752‐2775

857
Tony Capaci
From: Tony Capaci
Subject: FW: Signature Ready MOU
Tracking:
Did Ben come through with the copies

Ben,

I wanted to follow up to get a status of the MOU, and when we could expect to receive the four original signed MOU’s.

Thanks and have a great weekend!

Jillian


Jillian

858
Thank you,

Hi Ben,



Jillian


Hi Ben,


Thanks,
Jillian

Jillian Burner
Telephone: 614-995-7554
Fax: 614-752-2775
859

860
Tony Capaci
From: Tony Capaci
To: Barbara Witt
Tracking:
Barbara Witt Delivered: 2/23/2010 10:19 AM Read: 2/23/2010 1:37 PM
Freedom Center
Barbara,
Do you want to let Don Murphy know the avoidance of reappropriation is not a done deal until the controlling board is
approved. I believe from reading his email below he thinks the MOU on its own protects the appropriation.
Let me know.
Thanks,
Tony

From: Kathy Fox
To: Tony Capaci
Cc: Barbara Witt
Tony,



Thanks,
Kathy

861
To: Kathy Fox
Hello Kathy

Don Murphy
862
Tony Capaci
From: Tony Capaci
Cc: Jillian D. Burner
Tracking:
'BReece@nurfc.org'
Ben,
Please confirm the signed documents you are bringing with you tomorrow includes the Memorandum of Understanding.
Thanks

Thank you,

Hi Ben,

863


Jillian


Hi Ben,


Thanks,
Jillian

Jillian Burner
Telephone: 614-995-7554
Fax: 614-752-2775

864
Tony Capaci
From: Tony Capaci
Subject: FW: NURFC 2009 YE Financial Statements
Attachments: 2009 December Financial Statements.xls

To: Tony Capaci
Subject: NURFC 2009 YE Financial Statements
Tony,
Here are the internal financial statements for the year ending December 31, 2009. These are unaudited at this point, but
the external audit is currently underway. Please let me know if you have any questions.
Thank you,
865
Tony Capaci
From: Tony Capaci
Sent: Monday, February 01, 2010 9:19 AM
Subject: FW: Signature Ready MOU
Attachments: Memorandum of Understanding nahf.pdf

To: BReece@nurfc.org; donmurphy10850@yahoo.com

Hi Ben,


Thanks,
Jillian

Jillian Burner
Telephone: 614-995-7554
Fax: 614-752-2775

866
Tony Capaci
From: Tony Capaci
Cc: Lex Leonard
Subject: FW: NURFC
Attachments: NATIO1499972.pdf; NURFC 2008 Audit - Short Form.pdf
Tracking:
Lex Leonard Delivered: 1/26/2010 11:38 AM
Lex,
Could you please link these two documents
Thanks

To: Tony Capaci
Subject: NURFC
Tony,
Still working on a few other items for you at this point. Meeting with Don later today to determine who will be there at the
meeting to get you the information.
Thank you,
867
Tony Capaci
From: Tony Capaci
To: Nicole Cheatham
Tracking:
Nicole Cheatham Delivered: 1/26/2010 11:12 AM Read: 1/26/2010 11:47 AM
No prob

To: Tony Capaci
Thanks Tony.

From: Tony Capaci
To: Nicole Cheatham
Importance: High

To: Tony Capaci
Importance: High
868
Thank you,

cc
Ben,
Thanks
tony

From: Tony Capaci

Ben,
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
869
Tony Capaci
From: Tony Capaci
To: Nicole Cheatham
Importance: High
Tracking:

To: Tony Capaci
Importance: High
Thank you,

cc
Ben,
Thanks
870
tony

From: Tony Capaci

Ben,
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
871
Tony Capaci
From: Tony Capaci
Subject: FW: attendance at meeting/date
Ben,
Thanks
tony

From: Tony Capaci

Ben,
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
872
Tony Capaci
From: Tony Capaci
Cc: National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local); Nicole Cheatham;
Heather N. Ruder
Tracking:
'BReece@nurfc.org'
Freedom Center

Heather N. Ruder Delivered: 1/21/2010 10:39 AM Read: 1/21/2010 10:51 AM
Ben,
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
873
Tony Capaci
From: Tony Capaci
To: Nicole Cheatham
Subject: FW: Emailing: view across river
Attachments: view_across_river.JPG
Tracking:
Nicole Cheatham Delivered: 1/20/2010 1:52 PM Read: 1/20/2010 2:28 PM
Caption: "The Freedom Center"

From: Tony Capaci
Sent: Wednesday, January 20, 2010 9:02 AM
To: Nicole Cheatham
Subject: Emailing: view_across_river

The message is ready to be sent with the following file or link attachments:

view_across_river

Note: To protect against computer viruses, e‐mail programs may prevent sending or receiving
certain types of file attachments. Check your e‐mail security settings to determine how
attachments are handled.
874
Tony Capaci
From: Tony Capaci
To: National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local);
'BReece@nurfc.org'
Subject: FW: NURFC escrow - 2nd Q 2010
Attachments: NURFC 2nd QFY10 interest.docx
Ben,
Attached is the 2nd qtr summary
Thanks,

From: Myra La Cava
To: Tony Capaci
Subject: NURFC escrow - 2nd Q 2010

Tony,

Attached is 2nd quarter summary for you to pass on.

Thanks,

Myra LaCava
Telephone: 614-728-8929
Fax: 614-752-2775
875
Tony Capaci
From: Tony Capaci
Subject: FW: revised LOC
Attachments: 6th amendment nurfc loc.pdf
Importance: High

To: Tony Capaci
Subject: Re: revised LOC
Importance: High

01/12/2010 09:08 AM Subject revised LOC
Ben,
Could you kindly send us a copy of the latest Letter of Credit. We need it ASAP.
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
876
Tony Capaci
From: Tony Capaci
Subject: revised LOC
Tracking:
'BReece@nurfc.org'
Barbara Witt Delivered: 1/12/2010 9:04 AM Deleted: 2/26/2010 3:54 PM
Freedom Center
Ben,
Could you kindly send us a copy of the latest Letter of Credit. We need it ASAP.
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
877
materials are not ready to submit for the November meeting, the
meeting dates and deadlines for submitting materials for the
2010 Commission meetings will be announced by year-end.

When you are ready to submit your materials and you have
completed the online forms, please again use the “Reply”
function in e-mail, write comments under each line item on this
checklist regarding your submittal materials and attach any
supporting documentation to your reply.

The Project Sponsor Resource Guide (PSRG) referenced in the
checklist can be found on our Web site at www.culture.ohio.gov.

We look forward to working with you. If you have any questions
regarding the submission materials or the checklist, contact Tony
Capaci via e-mail at tcapci@culture.ohio.gov or by phone at 614-
728-6924.

Thank you.



Authorizing resolution from your board approving the execution of
legal agreement(s) (see attachment for example);
State Recognition Plan: (see page 8 and Appendix G of the PSRG);
Declaration Regarding Material Assistance/Non-Assistance to a
Terrorist Organization form. Complete the attached form. This is
required by the Department of Homeland Security for those
organizations receiving state funds. Governmental agencies are
not required to provide this documentation;
IRS determination letter showing 501(c)(3) status; and


Five-year pro forma that forecasts revenues and expenses for
your organization, incorporating any expenses and revenues that
result from this project and written explanations of the
883
assumptions used to derive the numbers; and


Insurance Accord certificates or other documentation outlining
coverage amounts for Special Form Property Insurance,
Employer’s Liability Insurance, Commercial General Liability
Insurance and any other organizational insurance;
Loan or mortgage documents and/or liens against the property
identifying any bond documents, letters of credit or
security/collateral agreements and a loan pay-down plan;

Erica Johnson
Project Analyst
Telephone: 614-728-8935
Fax: 614-752-2775
The Ohio Cultural Facilities Commission, formerly the Ohio Arts & Sports Facilities Commission,
oversees capital improvement funds appropriated by the Ohio General Assembly and Governor for
community cultural facility projects including non-profit theaters, museums, historical sites and
publicly owned professional sports venues. You are invited to visit www.culture.ohio.gov or call (614)
752-2770 for more information on the Commission or to learn how we can assist your cultural facility
project.
Expires
Created from e-mail at 10/28/2009 3:58 PM by Erica M. Johnson [Close]

Name [ ]
[OK] [Cancel]
[ ][ ]
884
Tony Capaci
From: Tony Capaci
Subject: FW: assumptions for pro forma
Attachments: OCFC Budget Memo.doc
Importance: High

To: Tony Capaci
Importance: High
Tony,
I am attaching a memo addressing the assumptioned used in developing the forecast that was sent to
your attention last week. Please give me a call next week to discuss.
Thank you,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
Date: 12/11/2009 09:58AM
cc: <594@ocfcsp.oasfc.local>
Ben,
Could you kindly give me a narrative on the assumptions for the proforma. Particularly the impact from the
proposed Federal legislation on the proforma.
Thanks,
885
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
886
Tony Capaci
From: Tony Capaci
Local Project Sponsor…the Freedom Center

To: Tony Capaci
Who is LPS?

Date: Fri, 11 Dec 2009 12:41:56 -0500

Thanks
⎬?⎬
⎬?⎬
⎬?⎬ Bonds payable – adjusted rate demand revenue bonds, require sinking fund payments of $10M per
⎬?⎬ Reimbursement agreements related to letters of credit no longer require LPS to make annual principal
⎬?⎬ Bonds backed by letter of credit NURFC did not meet on going covenant requirements at either
⎬?⎬ In March of 2009 LOC currently extended to 7/31/10 – with prior instances of noncompliance waived

To: Tony Capaci
887
Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org

• thanks
•
•
•
waived
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
project.
888
Tony Capaci
From: Tony Capaci

Thanks
•
•
• Reimbursement agreements related to letters of credit no longer require LPS to make annual
principal reductions until the bond sinking fund payments start or the LOC agreements are amended.

To: Tony Capaci
All of the facts are correct below, Except for the redemption piece, that was changed during the last renewal. As part of
the last renewal we were required to reduce the outstanding debt by $19M and we are no longer required to make annual
principal reductions until the bonds sinking funds payments start or the LOC agreements are amended. For 2009 the
market interest has ranged from .20% to .70%.

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org

cc
• Ben, below are some bullet points I plan to use in my report. Could you kindly review them and let me know if they
are accurate. (Please send ASAP)
• thanks
889
•
•
•
measurement (June 30 or Dec 31, 2008). The sponsor paid off $19M in bond debt by liquidating investments and
bank extended LOC

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
890
Tony Capaci
From: Tony Capaci
Ben,
Could you kindly give me a narrative on the assumptions for the proforma. Particularly the impact from the proposed
Federal legislation on the proforma.
Thanks,

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
891
Tony Capaci
From: Tony Capaci
Subject: FW: pledges receivable and debt notes

To: Tony Capaci
Tony,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org

Ben,
Thanks,Tony

Tony Capaci
Project Manager
892
Telephone: 614-728-6924
Fax: 614-752-2775
893
Tony Capaci
From: Tony Capaci
Cc: National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local); Erica M. Johnson
Subject: FW: NURFC legislation
Attachments: EmancipationDiscussionbill.pdf
Tracking:
Freedom Center

Freedom Center
Erica M. Johnson Delivered: 12/7/2009 8:38 AM Read: 12/7/2009 1:27 PM
Erica,
Please link to the work plan.
Thanks


Kathy

Don,

Thanks,
Kathy

Executive Director
894

Vox: 614.752.2770
Fax: 614-752-2775




Kathy
this month.
Don Murphy


Don,


895
Thanks,
Kathy

Executive Director

Vox: 614.752.2770
Fax: 614-752-2775




Tony
Don Murphy


Don,
Thanks,
Tony
Tony Capaci
Project Manager
896
Telephone: 614-728-6924
Fax: 614-752-2775

897
Tony Capaci
From: Tony Capaci
Subject: FW: NURFC September and October 2009 Financial Statements
Attachments: 2009 October Financial Statements.xls; 2009 September Financial Statements.xls

To: Tony Capaci
Subject: NURFC September and October 2009 Financial Statements
Tony,
Here are our internal financial statements for September and October. Please let me know if you have any questions.

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
898
Tony Capaci
From: Tony Capaci
Subject: RE: pledges receivable and debt notes
Signed pledge cards…thanks,

To: Tony Capaci
Tony,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org

Ben,
Thanks,Tony

Tony Capaci
Project Manager
899
Telephone: 614-728-6924
Fax: 614-752-2775
900
Tony Capaci
From: Tony Capaci
Subject: FW: pledges receivable and debt notes

To: Tony Capaci
Tony,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org

Ben,
Thanks,Tony

Tony Capaci
Project Manager
901
Telephone: 614-728-6924
Fax: 614-752-2775
902
Tony Capaci
From: Tony Capaci
Subject: FW: NURFC
Importance: High

To: Tony Capaci
Subject: NURFC
Importance: High
Tony,
Thank you,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
903
Tony Capaci
From: Tony Capaci
Subject: FW: NURFC
Importance: High

To: Tony Capaci
Subject: NURFC
Importance: High
Tony,
Thank you,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
904
Tony Capaci
From: Tony Capaci
To: Barbara Witt
Subject: FW: NURFC
Importance: High
Tracking:
Barbara,
Please review and lets discuss.
Thanks,

To: Tony Capaci
Subject: NURFC
Importance: High
Tony,
Thank you,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
905
Tony Capaci
From: Tony Capaci
Subject: FW: legislation


Kathy
this month.
Don Murphy

Don,


Thanks,
Kathy
906

Executive Director

Vox: 614.752.2770
Fax: 614-752-2775




Tony
Don Murphy


Don,
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
907

908
Tony Capaci
From: Tony Capaci
Subject: pledges receivable and debt notes
Ben,
NURFC paid off $19M in bond debt by liquidating investments and received LOC extension
Thanks,Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
909
Tony Capaci
From: Tony Capaci
Subject: RE: Update/ draft final legislation
Ben,
Thanks...keep me informed. Also, Kathy is still waiting for copies of the draft or final
legislation. Please advise.

To: Tony Capaci
Subject: Update

Tony,

I have the two pieces of information that we discussed the other day, but I am waiting to see
if my finance chair and Don are in ageement with my schedule.

Will send when I have their input.

Thank you,
Ben
910
Tony Capaci
From: Tony Capaci
Subject: FW: NURFC title opinion

From: LeeAnne Woods
To: Tony Capaci
Cc: Barbara Witt
Subject: NURFC

Tony,

Per our discussion with BW, I filled out the work plan for NURFC as far as I could with the info we have now. I did not
contact the Sponsor regarding outstanding materials for property and insurance as it is my understanding they have an
outstanding checklist of materials from you. I sent the draft title opinion letter to Tom for review and we will need
insurance certificates. Also, their address does not come up on our flood zone website we use, so that may be an issue
to be addressed. See the work plan for any additional comments and let me know if you have any questions or need any
assistance with anything.

Thanks,
LeeAnne
LeeAnne Woods
Staff Attorney - Project Manager
Telephone: 614-752-2774
Fax: 614-752-2775
The Ohio Cultural Facilities Commission, formerly the Ohio Arts & Sports Facilities Commission, oversees capital improvement
funds appropriated by the Ohio General Assembly and Governor for community cultural facility projects including non‐profit
theaters, museums, historical sites and publicly owned professional sports venues. You are invited to visit www.culture.ohio.gov
or call (614) 752‐2770 for more information on the Commission or to learn how we can assist your cultural facility project.
911
Tony Capaci
From: Tony Capaci
Subject: copy of draft or final legislation
Tracking:
'BReece@nurfc.org'
Barbara Witt Delivered: 12/1/2009 12:28 PM Deleted: 2/26/2010 3:54 PM
Freedom Center
Ben,
In our last discussion I failed to mention that we need a copy of the draft or final Federal legislation. Don had told Kathy
he would get it to her sometime ago however, we have yet to receive it.
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
912
Tony Capaci
From: Tony Capaci
Subject: checklist and follow up phone call ref submittal
Tracking:
'BReece@nurfc.org'
Ben,
I met with Kathy and Barbara on the subject of submittals for the February meeting. We all believe it is in The Freedom
Center’s best interest to submit the material outlined in the checklist previously sent to you, immediately. Members of
our staff speak to legislators regarding reappropriations on projects located in their districts and we want to be in the
position to let the legislator know the submittal is as far along as possible. Kindly, call me a (614) 752‐2770 either this
afternoon or tomorrow (Tuesday). I will try to get Barbara in on the call. Finally, of utmost importance to the submittal
is the proforma. I suspect you made submittals to the Federal Government regarding financial information and
operations. Could you also kindly send that information to me.
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
913
Tony Capaci
From: Tony Capaci
To: Barbara Witt
Subject: FW: Emailing: Project Emails - Commission Meeting Checklist
Importance: High
Tracking:

fyi
To: Tony Capaci
Subject: Re: Emailing: Project Emails - Commission Meeting Checklist
Importance: High
Tony,
I tried to call you this afternoon from my cell phone, 2:19 to be exact, to update you on where we are, but
your voicemail said you were out of the office until November 30. I apologize for the delay, but Don has
been in DC working on getting us Federalized.
There has been some progress towards Federalization, but not enough for us to have anything to really to
present at the February meeting. It has been my understanding that Don and Kathy have been in
conversations as to the status of Federalization and that is why we have a schedule meeting for Monday
the 30 at your office. Please call me on my cell phone to discuss if you pick this up before the 30, 859-
393-2464.
Thank you,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
Date: 11/18/2009 11:11AM
cc: "Barbara Witt" <bwitt@culture.ohio.gov>, <594docs@ocfcsp.oasfc.local>
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914
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Underground
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Reimbursement \/]
OCFC
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OCFC Home Site > Project Services > National Underground Railroad
Freedom Center Construction Reimbursement > Project Emails >
Commission Meeting Checklist
Project Emails : Commission Meeting
Checklist
Ben,
In order to be considered for the February
Commission meeting we need the following
checklist complete. Please let me know your
intentions by the end of this week.
Thanks,
Tony
[Close]
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| | |
Item Item Item Me

915
If it is your intention to be considered for possible
placement on the February 11, 2010 Commission
meeting agenda, all materials must be submitted to
We cannot accept partial or incomplete materials

submission, so I am sending you this checklist to
After you’ve had the opportunity to compare this

checklist to the completeness of your submission
materials, please use your “Reply” e-mail function
and let me know if it is your intention to work
towards the November meeting. If your submission
materials are not ready to submit for the November
meeting, the meeting dates and deadlines for
submitting materials for the 2010 Commission
meetings will be announced by year-end.
When you are ready to submit your materials and

you have completed the online forms, please again
use the “Reply” function in e-mail, write comments
under each line item on this checklist regarding your
submittal materials and attach any supporting
documentation to your reply.
The Project Sponsor Resource Guide (PSRG)

referenced in the checklist can be found on our
Web site at www.culture.ohio.gov .
We look forward to working with you. If you have

any questions regarding the submission materials
or the checklist, contact Tony Capaci via e-mail at
tcapci@culture.ohio.gov or by phone at 614-728-
6924.
916
Thank you.
Complete the online Registration and Detail

forms;
Authorizing resolution from your board

approving the execution of legal agreement(s)
(see attachment for example);
State Recognition Plan: (see page 8 and

Appendix G of the PSRG);
Declaration Regarding Material

Assistance/Non-Assistance to a Terrorist
Organization form. Complete the attached
form. This is required by the Department of
Homeland Security for those organizations
receiving state funds. Governmental agencies
are not required to provide this documentation;
IRS determination letter showing 501(c)(3)

status; and
Five-year pro forma that forecasts revenues

and expenses for your organization,
incorporating any expenses and revenues that
result from this project and written explanations
of the assumptions used to derive the numbers;
917
and
Insurance Accord certificates or other

documentation outlining coverage amounts for
Special Form Property Insurance, Employer’s
Liability Insurance, Commercial General
Liability Insurance and any other
Loan or mortgage documents and/or liens

against the property identifying any bond
documents, letters of credit or
security/collateral agreements and a loan pay-
down plan;
Erica Johnson
Project Analyst
Telephone: 614-728-8935
Fax: 614-752-2775
Facilities Commission, oversees capital improvement funds appropriated by the
Ohio General Assembly and Governor for community cultural facility projects
including non-profit theaters, museums, historical sites and publicly owned
professional sports venues. You are invited to visit www.culture.ohio.gov or call
(614) 752-2770 for more information on the Commission or to learn how we can
Expires
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from e-
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mail at
10/28/2009
918
3:58 PM
by Erica
M.
Johnson
Last
modified
at
10/28/2009
3:58 PM
by Erica
M.
Johnson

Name [ ]
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[ ][ ]
href="http://www.culture.ohio.gov/" title="http://www.culture.ohio.gov/">www.culture.ohio.gov or call (614) 752-

2770 for more information on the Commission or to learn how we can assist your cultural facility project.
Expires
Attachments
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[Close]
919
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[ ][ ]
920
Tony Capaci
From: Tony Capaci
Sent: Wednesday, November 18, 2009 11:16 AM
Subject: FW: Emailing: Project Emails - Commission Meeting Checklist

From: Tony Capaci
Cc: Barbara Witt; National Underground Railroad Freedom Center (594docs@ocfcsp.oasfc.local)
Turn on more accessible mode Skip to main content

Turn off more accessible mode OCFC Home Site
[Th
Nat
National Underground Railroad Freedom Center Und
Rail
Construction Reimbursement Cen
Con
Reim
OCFC Home Site Project Services Admin Ops Commission MeetingHelp DeskMeeting ManagementFinancial Reporting
OCFC Home Site > Project Services > National Underground Railroad Freedom
Reimbursement > Project Emails > Commission Meeting Checklist
Project Emails: Commission Meeting Checklist
Ben,
In order to be considered for the February Comm
we need the following checklist complete. Pleas
your intentions by the end of this week.
Thanks,
Tony
New Item | Edit Item | Delete Item | Alert Me

921
If it is your intention to be considered for possible plac

11, 2010 Commission meeting agenda, all materials m
We cannot accept partial or incomplete materials subm

sending you this checklist to assist you as you prepare
After you’ve had the opportunity to compare this check

completeness of your submission materials, please us
function and let me know if it is your intention to work t
meeting. If your submission materials are not ready to
November meeting, the meeting dates and deadlines f
materials for the 2010 Commission meetings will be a
When you are ready to submit your materials and you

online forms, please again use the “Reply” function in
comments under each line item on this checklist regar
materials and attach any supporting documentation to
The Project Sponsor Resource Guide (PSRG) referen

can be found on our Web site at www.culture.ohio.gov.
We look forward to working with you. If you have any q

the submission materials or the checklist, contact Tony
tcapci@culture.ohio.gov or by phone at 614-728-6924
Thank you.
922
Authorizing resolution from your board approving th

agreement(s) (see attachment for example);
State Recognition Plan: (see page 8 and Appendix
Declaration Regarding Material Assistance/Non-As

Organization form. Complete the attached form.
Department of Homeland Security for those organ
state funds. Governmental agencies are not requi
documentation;
IRS determination letter showing 501(c)(3) status; a
Five-year pro forma that forecasts revenues and e

organization, incorporating any expenses and rev
this project and written explanations of the assum
the numbers; and
Insurance Accord certificates or other documentat

coverage amounts for Special Form Property Insu
Liability Insurance, Commercial General Liability I
other organizational insurance;
Loan or mortgage documents and/or liens against

identifying any bond documents, letters of credit o
agreements and a loan pay-down plan;
923
Erica Johnson
Project Analyst
Telephone: 614-728-8935
Fax: 614-752-2775
The Ohio Cultural Facilities Commission, formerly the Ohio Arts & Sports Facilities C
improvement funds appropriated by the Ohio General Assembly and Governor for com
including non-profit theaters, museums, historical sites and publicly owned profession
visit www.culture.ohio.gov or call (614) 752-2770 for more information on the Com
Expires

Name [ ]
[OK] [Cancel]
[ ][ ]
924
Tony Capaci
From: Tony Capaci
Cc: Barbara Witt; National Underground Railroad Freedom Center (594docs@ocfcsp.oasfc.local)
Skip to main content

OCFC Home Site
[Th
Nat
National Underground Railroad Freedom Center Und
Rail
Construction Reimbursement Cen
Con
Reim
OCFC Home Site Project Services Admin Ops Commission MeetingHelp DeskMeeting ManagementFinancial Reporting
OCFC Home Site > Project Services > National Underground Railroad Freedom
Reimbursement > Project Emails > Commission Meeting Checklist
Project Emails: Commission Meeting Checklist
Ben,
In order to be considered for the February Comm
we need the following checklist complete. Pleas
your intentions by the end of this week.
Thanks,
Tony
New Item | Edit Item | Delete Item | Alert Me
If it is your intention to be considered for possible plac

11, 2010 Commission meeting agenda, all materials m
925
We cannot accept partial or incomplete materials subm

sending you this checklist to assist you as you prepare
After you’ve had the opportunity to compare this check

completeness of your submission materials, please us
function and let me know if it is your intention to work t
meeting. If your submission materials are not ready to
November meeting, the meeting dates and deadlines f
materials for the 2010 Commission meetings will be a
When you are ready to submit your materials and you

online forms, please again use the “Reply” function in
comments under each line item on this checklist regar
materials and attach any supporting documentation to
The Project Sponsor Resource Guide (PSRG) referen

can be found on our Web site at www.culture.ohio.gov.
We look forward to working with you. If you have any q

the submission materials or the checklist, contact Tony
tcapci@culture.ohio.gov or by phone at 614-728-6924
Thank you.
926
Authorizing resolution from your board approving th

agreement(s) (see attachment for example);
State Recognition Plan: (see page 8 and Appendix
Declaration Regarding Material Assistance/Non-As

Organization form. Complete the attached form.
Department of Homeland Security for those organ
state funds. Governmental agencies are not requi
documentation;
IRS determination letter showing 501(c)(3) status; a
Five-year pro forma that forecasts revenues and e

organization, incorporating any expenses and rev
this project and written explanations of the assum
the numbers; and
Insurance Accord certificates or other documentat

coverage amounts for Special Form Property Insu
Liability Insurance, Commercial General Liability I
other organizational insurance;
Loan or mortgage documents and/or liens against

identifying any bond documents, letters of credit o
agreements and a loan pay-down plan;
Erica Johnson
Project Analyst
927
Telephone: 614-728-8935
Fax: 614-752-2775
The Ohio Cultural Facilities Commission, formerly the Ohio Arts & Sports Facilities C
improvement funds appropriated by the Ohio General Assembly and Governor for com
including non-profit theaters, museums, historical sites and publicly owned profession
visit www.culture.ohio.gov or call (614) 752-2770 for more information on the Com
Expires
Name [ ]
[OK] [Cancel]
[ ][ ]
928
Tony Capaci
From: Tony Capaci
To: Barbara Witt
Cc: Erica M. Johnson; National Underground Railroad Freedom Center (594@ocfcsp.oasfc.local)
Subject: NURFC checklist not rec'd by 11/4/09
Barbara,
We gave NURFC until Nov 4 to submit the checklist and they have not done so. Do you
want me to give them more time? What steps do you want me to take next?
Thanks,
929
Tony Capaci
From: Tony Capaci
To: Jessica Fagan
Subject: FW: Freedom Center transfer to Federal Govt
Tracking:
Jessica Fagan Delivered: 10/26/2009 11:23 AM Read: 10/26/2009 12:06 PM
Jessica,
You may want to include this in the monthly report.
Thanks

From: Kathy Fox
To: Tony Capaci


meeting agenda.

Thanks,
K

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

931
Tony Capaci
From: Tony Capaci
Subject: FW:

From: Tony Capaci
To: Barbara Witt
Cc: Amy Rice; Lorain County Historical Society’s Starr House Rehabilitation (706@ocfcsp.oasfc.local); Dave Wartel
Subject:

BW

Kathy commented on NURFC being a red flag and coming up for re‐appropriation this summer. The jist is PSG should be
monitoring red flags. Since re‐appropriations will be coming up this summer and if there are other projects which are
vulnerable to not getting re‐appropriated Dave suggests we may want to see about getting them on Feb or May.
Let me know your thoughts.
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
932
Tony Capaci
From: Tony Capaci
To: LeeAnne Woods
Cc: Barbara Witt; Kathy Fox; National Underground Railroad Freedom Center (594
@ocfcsp.oasfc.local); Jillian D. Burner; Erica M. Johnson
Subject: FW: Freedom Center transfer to Federal Govt legal ramifications
Tracking:
LeeAnne Woods Delivered: 10/26/2009 10:55 AM
Freedom Center

LeeAnne,
NURFC appears to be moving forward with the Federal transfer. In the event the transfer takes place what amendments
would need to be made to the existing documents in order to protect our interests and facilitate the transfer? Also,
regarding the remaining appropriation of $850K (H.B 562) ; what changes, if any, would need to be made to legal
documents in order to facilitate OCFC entering into new legal agreements? (i.e. because of sustainability concerns we
will need a condition of approval regarding the sufficient Federal funds available to cover existing operating costs)
Just curious, is there any restriction in the bond documents from putting state money in a federal project?
If you need me to schedule a conference call with NURFC (possibly include Rocco) let me know.
Thanks,
Tony

From: Kathy Fox

Tony,
At our last meeting with Don Murphy a number of months ago, he was indicating that there would be operating funding
from the federal govt. when the transfer occurs. Assuming that the legislation we are expecting from Don verifies this,
or Don can explain how that funding will take place, my assumption is that Don will want to have Commission approval
in February of both:
1) Legal documents to concur with the transfer and satisfy our bond requirements; and
2) The most recent capital appropriation
Obviously, these approvals would have to be contingent on the appropriate conditions being met. You should have
some idea of what those conditions should be based upon your reviews of the organization and their finances.

Hope that clarifies.

Thanks,
K

933
From: Tony Capaci

Thanks,
Tony
From: Kathy Fox
Cc: LeeAnne Woods

‐K

From: Barbara Witt
Cc: LeeAnne Woods

Kathy,
be needed”
Or

Thanks, BW
Barbara Witt
Telephone: 614‐728‐8923
Fax: 614‐752‐2775

From: Kathy Fox
To: Tony Capaci
934


meeting agenda.

Thanks,
K

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775

935
Tony Capaci
From: Tony Capaci
To: Erica M. Johnson
Subject: checklist for February 09 meeting
Tracking:
Freedom Center
Erica,
Could you kindly review the nurfc file, sork plan (if any) share point, “s” drive, extranet and pull all the material we can
use for a February meeting. Also, please compile a checklist for me to send out.
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
936
Tony Capaci
From: Tony Capaci
To: Myra La Cava
Tracking:
Myra La Cava Delivered: 10/15/2009 1:32 PM Read: 10/16/2009 8:47 AM
Myra,
thanks

To: Tony Capaci
Tony,
Thank you,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
937
Tony Capaci
From: Tony Capaci
Subject: FW: NURFC August 2009 Financial Statements
Attachments: 2009 August Financial Statements.xls
Importance: High

To: Tony Capaci
Subject: NURFC August 2009 Financial Statements
Importance: High
Tony,
The attached excel file contains the Freedom Center's GAAP basis Statements of Financial Position, Activities and Cash
Flows, along with the our "Scorecard." Please call me directly with any questions.
Thank you,

Finance Director
50 East Freedom Way
Office: (513) 333-7592
Fax: (513) 333-7720
breece@nurfc.org
938
Tony Capaci
From: Tony Capaci
Sent: Tuesday, September 01, 2009 4:13 PM
To: 594docs@ocfcsp.oasfc.local; Kathy Fox; Barbara Witt
Subject: FW: NURFC Financial Statements
Attachments: 2009 May Financial Statements - Bank Group.xls; 2009 June Financial Statements.xls; 2009
July Financial Statements.xls
Tracking:
594docs@ocfcsp.oasfc.local
Barbara Witt Delivered: 9/1/2009 4:13 PM Read: 9/2/2009 8:59 AM
Barbara, Kathy,
FYI Year to date 7/31/09 statement of activity for NURFC indicates a ($3.8M) loss of which $2.7M is
depreciation.(represents seven months of activity)
Thanks,

To: Tony Capaci
Subject: NURFC Financial Statements
Tony,
Here are some more of our Financial Statements for 2009.

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
939
Tony Capaci
From: Tony Capaci
To: 594docs@ocfcsp.oasfc.local
Subject: FW: NURFC May 2008 Financial Statements
Attachments: 2009 May Financial Statements - Bank Group.xls
Importance: High

To: Tony Capaci
Subject: NURFC May 2008 Financial Statements
Importance: High
Tony,
The attached excel file contains the Freedom Center's GAAP basis Statements of Financial Position and Activities, along
with the our "Scorecard." Please call me directly with any questions.
Thank you,

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
940
Tony Capaci
Subject: FW: don murphey re: nurfc
Location: kf conf room
Start: Tue 6/16/2009 10:30 AM

End: Tue 6/16/2009 12:00 PM
Show Time As: Tentative
Recurrence: (none)
Meeting Status: Not yet responded
Organizer: Kathy Fox
Don,
I would like to confirm our appointment tomorrow at 10:30AM at the OCFC office.
Please confirm.
Thanks,
Tony

-----Original Appointment-----
From: Kathy Fox
Sent: Friday, May 29, 2009 9:58 AM
Subject: don murphey re: nurfc
When: Tuesday, June 16, 2009 10:30 AM-12:00 PM (GMT-05:00) Eastern Time (US & Canada).
Where: kf conf room

Don wants to meet with us to explain their current discussions with the Federal Dept. of Interior re possible transfer of
the Freedom Center to fed gov’t. (may have similar issues to First Ladies Library)
941
Tony Capaci
From: Tony Capaci
To: Barbara Witt
Subject: BARBARA please review this draft before i send it out to NURFC
Tracking:
Barbara, Draft…please review also, review Kathys email on the subject

Gary,
After discussing the matter over with several of my colleagues we believe the way for the Freedom Center to best
present their project to the Commission, and ultimately gain Commission approval, would be for the Freedom Center to
obtain a guaranty to the state for the amount of the appropriation. A guaranty is a vehicle commonly used by the staff
when the sponsor’s financial situation causes concern. The guaranty would require a creditworthy entity agree to
reimburse the state the unamortized portion of the state appropriation should the Freedom Center enter default of the
CUA. The unamortized portion of the bonds is simply the total amount of the bonds amortized over straight line
depreciation and multiplied by the remaining months (at the time of default) of the bond term. The guaranty would be
in addition to the subordination.
After you have had a chance to consider the merits of obtaining a guaranty please call me to discuss the matter further.
Thank you,
Tony

To: Tony Capaci
Subject: Re: NURFC
Tony,
942
Regards,
Gary Dowdell
943
Tony Capaci
From: Tony Capaci
Subject: FW: NURFC full funding issue
Tracking:
Kathy, Barbara,
Should I go ahead and schedule a meeting to discuss the issue detailed below or should I simply respond to NURFC that
we will be requiring a guarantor?
Kindly, let me know.
Thanks

To: Tony Capaci
Subject: Re: NURFC
Tony,
Regards,
944
Gary Dowdell
945
Tony Capaci
From: Tony Capaci
Cc: 'GDowdell@nurfc.org'
Subject: RE: FW: NURFC Management Agreement Renewal
Ben,
Yes please overnight everything and email the cert when you get it.
Thanks
tony

To: Tony Capaci
Subject: Re: FW: NURFC Management Agreement Renewal
Tony,
We have everything ready, but we are waiting on the insurance company to produce the "Certificate". Would you like for
me to overnight what we have and then e-mail you the certificate when it arrives?

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
964
Tony Capaci
From: Tony Capaci
To: Jessica Fagan
Subject: RE: October monthly report
Tracking:
Looks great Jessica

From: Jessica Fagan
To: OCFC; Brian Hoffmeister (brian_hoffmeister@lsc.state.oh.us); Joel P. O'Connell; Anthony Perry; Kimberly Eckhart
Subject: October monthly report
Below please find the monthly report for October; please let me know if you have any questions.

October 2008
COMMISSION NEWS
The Commission reimbursed ten local project sponsors totaling just over
$742,000 on paid invoices during the month of October. The total amount

$192,879 Ohio Historical Society – various
projects
$18,359 Riverbend Music Center
PROJECT NEWS
965
COSI Toledo celebrated an election-night victory on November 4, as the science museum’s third levy attempt
was passed by Lucas County voters. The 0.17-mill, five-year levy will provide COSI Toledo with $1.5 million in
operating funds annually. Museum officials had predicted that heavy voter turnout for the presidential election would
provide a more accurate barometer of the community’s support for the facility, and unofficial vote totals the day after the
election—with all precincts reporting—showed the levy passed by more than 11,000 votes. COSI Toledo representatives
indicate they plan to reopen the museum in fall 2009 with a new name, updated exhibits, and free Saturday admissions
for children living in Lucas County. The state has invested more than $10.8 million in COSI Toledo, and approximately $1
million remains available for the facility from prior capital appropriations.
The Fort Piqua Hotel held grand reopening celebrations in October following a $20-million renovation. Thousands
of visitors attended the ceremonies marking the adaptive reuse of the historic former hotel into a new community space
housing the Flesh Public Library, a banquet and conference center, a restaurant, and a coffee shop. The project received
a $200,000 state capital appropriation, which was approved by the Commission at its March 2008 meeting. The state
capital funds will be used to create permanent display space at the Flesh Public Library for rotating exhibitions on local
history. The project will create 40 display cases, interpretive signs and an exhibition area for interpreting local history
through the library’s extensive collection of art and artifacts. Legal agreements between the Commission and the library
are expected to be executed by February 2009, due to a deadline extension granted by the Commission in July.
The president and CEO of the Victoria Theatre Association announced her resignation on September 30. The
association operates the Schuster Performing Arts Center and two other venues in Dayton; the Schuster Center has
received a total of $30.75 million in state capital funds through the Commission. Dione Kennedy announced she will
resign her position, effective at the end of November, to take a similar position in Fort Worth, Texas. Kennedy stated she
was recruited for the position, and had not been looking for new employment. The Victoria Theatre Association recently
announced a projected 3.1% operating loss for fiscal year 2008 and a resulting staff reduction for fiscal year 2009.
Meanwhile, Stambaugh Auditorium in Youngstown announced it

has hired a new executive director. Philip Cannatti took the helm on
October 8, and has been an active member of the theater’s volunteer
fundraising committee, the Stambaugh Pillars, since 2005. Cannatti
most recently served as an account manager with Youngstown’s
Cumulus Broadcasting, and indicated his deep community roots and
local ties will allow his to be an effective ambassador for Stambaugh.
The director position at the theater has been open since May 2007,
when the previous director of six months resigned.
The executive director of the King Arts Complex in Columbus

has been awarded the Arts Freedom Award for 2008 from the
South Side Settlement House. Dr. Barbara Nicholson will share the
award with Larry James, president of the King Arts Complex board
since 1987. The pair has developed the King Arts Complex, a multi-
arts facility on the city’s Near East Side, into a community
cornerstone. Dr. Nicholson recently announced that she will transition
from the organization’s executive director into a part-time advisory
role, extracting herself from day-to-day administration in order to seek
national grants and serve in a broader capacity. Nicholson will also serve as a liaison to the nearby Lincoln Theatre,
currently undergoing renovations. The King Arts Complex recently received an $861,000 appropriation in the June 2008
capital bill, and shared a $500,000 appropriation with the Lincoln Theatre in the December 2006 capital bill. The
Commission previously approved the 2006 appropriation and will be asked to approve the 2008 appropriation at its
November 18 meeting.
The Renaissance Theatre has started construction on its $5-million expansion project. The project has $1.85
million in state capital appropriations, and the project and expenditure of funds were approved by the Commission at its
July 2008 meeting. Theater officials have not yet executed the required legal agreements with the Commission, the
deadline for which is the date of the February 2009 Commission meeting. The Renaissance’s expansion project will add a
variety of patron and administrative spaces, including new restrooms and an elevator for ADA compliance, a loading dock,
an expanded box office, an HVAC system, administrative offices, a music library, a conference room, and new
entranceways.
Representatives of the Johnny Appleseed Heritage Center submitted a report to Commission staff in October
summarizing the organization’s programming activities from the summer performance season, as well as a fundraising
plan to retire their accumulated operating debt. The report indicated that the organization’s financial statements for the
966
fiscal year ending in October 2008 would reflect a debt reduction of $500,000; however, no financial information was
included with the report. Further, the viability of the fundraising plan submitted has yet to be fully assessed by
Commission staff. Separately, officials at Central Ohio Technical College, who toured the amphitheater in July to explore
the possibility of responding to the Commission’s search for a new manager for the facility, have declined to submit a
proposal at this time due to record student enrollment at the two-year college and the time commitments to establish their
new branch campus in Mt. Vernon. Commission staff will provide additional updates and recommendations at the
November 18 Commission meeting.
The Voice of America Museum has not made any progress on clearing up title issues, preventing the
Commission from entering into the required legal agreements with the museum and proceeding with reimbursement.
The museum’s restoration project was approved by the Commission at its July 2008 meeting, and is to be reimbursed
utilizing $1.025 million in state capital appropriations. Several issues currently stand in the way of obtaining a clean title
opinion on the property, due to the fact that the property was previously owned by the federal government and later gifted
to West Chester Township. Clean title is required in order to execute legal agreements, the deadline for which is the
Commission’s February 2009 meeting. Commission staff is concerned the issues could take significant time to clear up,
and consequently has prompted the museum staff several times about the matter. Commission staff has also encouraged
the museum to contact its representatives in the General Assembly for assistance in dealing with the matter at the federal
level. The Voice of America Museum received an additional appropriation of $500,000 in the June 2008 capital bill.
Commission Executive Director Kathy Fox and Associate Project Manager Bernard Cason participated in a
successful conference call regarding the Cedar Bog Nature Preserve Education Center on October 31. The
improvements project at Cedar Bog has several interested parties who participated in the call, including the Ohio
Historical Society, the Cedar Bog Association, and the Friends of Cedar Bog. The three organizations, as well as the
Commission, have been working cooperatively to move the project forward. The state has made prior appropriations to
Cedar Bog through the Ohio Historical Society in the amount of $1.05 million, and recently appropriated an additional
$50,000 in the June 2008 capital bill. At the request of State Senator Keith Faber, all parties have agreed that the Ohio
Historical Society will administer the capital improvements to be made with the most recent appropriation, but only under
the oversight of the Cedar Bog Association, which has a management agreement with the Ohio Historical Society to
manage the facility’s daily operations. The conference call established protocols for communications and reporting
between OHS, the Cedar Bog Association, and the Friends of Cedar Bog. The new appropriation will be used for several
improvements to the education center, including installation of solar panels and construction of an observation deck. The
improvements are expected to be complete in early December.
Commission staff members made two site visits in October. Project Manager LeeAnne Woods and Associate Project
Analyst Jillian Burner traveled to Lucas County on October 28 to visit the site of the new sports arena currently under
construction. The Lucas County Arena project has $7.7 million in state capital appropriations and has a memorandum of
understanding with the Commission, which outlines conditions that must be met by the county before the project can
receive final Commission approval. On October 27, nine Commission staff members visited Huntington Park in Columbus
and received a guided tour of the new minor league baseball stadium by Columbus Clippers General Manager Ken
Schnacke. Huntington Park received Commission approval in March, and has a $7 million capital appropriation. The ball
park will open in April 2009.
Six cultural facilities projects and one project of the Ohio Historical Society are tentatively set to appear before
the Commission at its upcoming November 18 meeting. The meeting agenda also will include updates on the status
of the Johnny Appleseed Heritage Center and COSI Toledo, as well as ratification of the Commission’s operating budget
request and authorization of the forthcoming bond issue.
ITEMS OF INTEREST
During the Commission’s July 2008 meeting, Commission member David Wilhelm requested statistics on the
distribution of state capital funds for Commission projects among Ohio’s Appalachian and non-Appalachian
counties. Throughout the history of project assignments to the Commission, a total of 97 projects have been appropriated
$23.7 million in Ohio’s 29-county Appalachian region, which represents 5% of total appropriations overseen by the
Commission. A total of 476 projects have been appropriated $454.9 million in non-Appalachian counties, representing
approximately 94% of the capital appropriations overseen by the Commission. A separate grouping of 19 multi-county
appropriations totals $7.4 million, and represents 1.5% of the Commission’s total capital appropriations. Some of these
multi-county appropriations may have benefitted Appalachian counties. A county-by-county breakdown of all community
capital projects obtained for the December 2006 capital bill, regardless of funding agency, shows $8.8 million in
appropriations for projects in 21 of 29 Appalachian counties, and $112.7 million for projects in non-Appalachian
967
counties. All of these numbers are exclusive of funding for the state performing arts center constructed in Cincinnati, the
Aronoff Center, which received $40 million in state capital appropriations and is owned by the state of Ohio.
Tuesday, November 18, 2008 10:00 AM at the Commission office


968
Tony Capaci
From: Tony Capaci
Subject: FW: username and password NURFC
Ben,
Username and password below
thanks

From: Keith Wiley
To: Tony Capaci
Subject: RE: username and password NURFC
Redacted - IT system security

Keith Wiley
Columbus, Ohio 43215-3416
Telephone: 614-995-7557
Fax: 614-752-2775
email: kwiley@culture.ohio.gov
information on the Commission or to learn how we can assist your cultural facility project
From: Tony Capaci
To: Keith Wiley
Keith,
Could you please set NURFC up with a username and password.
Thanks,
Tony

To: Tony Capaci
Tony,

Controller
969
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
970
Tony Capaci
From: Tony Capaci
To: Keith Wiley
Tracking:
Keith Wiley Delivered: 10/20/2008 11:38 AM Read: 10/20/2008 12:40 PM
Keith,
Could you please set NURFC up with a username and password.
Thanks,
Tony

To: Tony Capaci
Tony,

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
971
Tony Capaci
From: Tony Capaci
Ben,
Got to our website; www.culture.ohio.gov and from there click on extranet. You will need your username and
password. Do you have them?
Let me know, if you do not I can have our IT dept set you up.
Thanks,
Tony

To: Tony Capaci
Subject: Fw: financial statements
Tony,
Being the new guy to the Freedom Center, Can you provide me with the address for the On-line Registration Form?
Should I be using the Ohio Business Gateway?

Controller
50 East Freedom Way
Office: 513.333.7592
Fax: 513.333.7720
breece@nurfc.org
Gary Dowdell/NURFC To "Tony Capaci" <tcapaci@culture.ohio.gov>
cc Benjamin Reece/NURFC@Nurfc
10/15/2008 01:39 PM Subject
Re: financial statements Link
Tony,
Understand. For future references, pls send correspondence like this to Ben Reece our new Comptroller, as well. Hope all
is well in Columbus. I'll also give you a call next week just to touch base on the requirements. Thx.
Gary
"Tony Capaci" <tcapaci@culture.ohio.gov> To <GTurk@nurfc.org>, <GDowdell@nurfc.org>

cc
10/15/2008 11:56 AM Subject financial statements
972
George, Gary,
I know you have until 11/1/08 to submit materials but if you could send me the financial statements earlier it would be
extremely helpful. The workload is trem endous and I want to make sure to get you into the schedule.
Let me know,
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
973
Tony Capaci
From: Tony Capaci
Sent: Monday, September 22, 2008 12:19 PM
To: Nicole Cheatham
Subject: RE: Projects list for Feb. 2009 Meeting
Tracking:
Nicole Cheatham Delivered: 9/22/2008 12:19 PM Read: 9/22/2008 1:13 PM
Nicole,
Please add:
Cincinnati Museum Center; Staci Dennison
Mckinley Museum Improvements; Joyce Yut

Mount Vernon Nazarene University ….contact; Keith Newman
Western Reserve Fire Museum and Education Center….Kelly Falcone

thanks

Sent: Monday, September 22, 2008 11:39 AM
To: Tony Capaci
Subject: Projects list for Feb. 2009 Meeting

TC:
Below are a list of projects that need letters for the February 2009 Commission meeting. Please review the list
to ensure the project names and contact person. There are a few without a contact person. Can you indicate who
I should address the letters to for those without?
Project Name: Contact Person:

National Underground Railroad Freedom Center George Turk /Gary Dowdell
The Western Reserve Fire Museum and Education Center Kelly Falcone
Moreland Theatre John Hopkins
Mount Vernon Nazarene University Art and Education Center Keith Newman
Pro Football Hall of Fame William Allen
Cincinnati Ballet Center Craig Lattarulo
Massillon Museum Christine Shearer
Lincoln Theatre Todd Bemis
Gallia County Historical Genealogical Society Alice Giles
Stambaugh Auditorium Doug Wittenhauer

Nicole Cheatham
Project Analyst
Telephone: 614‐728‐8925
Fax: 614‐752‐2775
e‐mail: ncheatham@culture.ohio.gov
974
Tony Capaci
From: Tony Capaci
To: Myra La Cava
Tracking:
MYRA,
I will let them know…thanks

From: Myra La Cava
Sent: Wednesday, September 03, 2008 11:25 AM
To: Tony Capaci
Tony,

It would have to be at the end of the quarter (September). We would not before then. Actually the way OBM posts
interest it might be the middle of October or later.

I can let you know after the interest is posted and the allocations made and then you can pass the information on to
NURFC, OK?

From: Tony Capaci
To: Myra La Cava
Myra,
end?
Let me know,
Thanks,

To: Tony Capaci
Mr. Capaci,
Thank you,
Ben
976
Tony Capaci
From: Tony Capaci
To: Myra La Cava
Tracking:
Myra La Cava Delivered: 9/2/2008 10:10 AM Read: 9/3/2008 11:20 AM
Myra,
end?
Let me know,
Thanks,

To: Tony Capaci
Mr. Capaci,
Thank you,
Ben
977
Tony Capaci
From: Tony Capaci
To: Jessica Fagan
Subject: RE: July 2008 Monthly Report
Tracking:
Looks great Jessica

From: Jessica Fagan
To: Brian_Hoffmeister@LSC.STATE.OH.US; Joel P. O'Connell; Elena Lazarevska (Elena.Lazarevska@obm.state.oh.us);
OCFC
Subject: July 2008 Monthly Report
Below please find our monthly report for July; please let me know if you have any questions or need additional
information.

July 2008
COMMISSION NEWS
Commission member Adam Brandt was elected to serve as Secretary/Treasurer by

the Commission at its July 29 meeting. Mr. Brandt replaces Cynthia Thompson, who
recently resigned from the Commission and had served as Secretary/Treasurer since
March. Mr. Brandt has been a Commission member since 2005, and is an attorney with
Vorys, Sater, Seymour and Pease LLP in Columbus.
The Commission approved the expenditure of funds for four projects during its
July 29 meeting: the Renaissance Theatre, the Voice of America Museum, the
Westcott House, and the Cincinnati Museum Center. The appropriation amounts
approved for these projects total $4.95 million. In addition, the Commission approved
entering into a Memorandum of Understanding with Lucas County for the Lucas County
Projects receiving full Multi-Purpose Sports Arena, and established the estimated initial cost of construction for
Commission approval on the project at approximately $104 million, and the corresponding maximum state share at
July 29 (from top): Renaissance approximately $15.6 million. The project has current state appropriations totaling $7.7
Theatre, Voice of America million. The arena will appear at a future Commission meeting to obtain full Commission
Museum, Westcott House, and
Cincinnati Museum Center. approval for the project and for the expenditure of state funds.
978
In other actions, the Commission authorized the delegation of its approval authority to the executive director for a slate of
16 cultural and state historical projects with appropriations of $50,000 or less from the recent capital bill, Am. Sub. H.B.
562. The Commission is permitted to delegate its authority for such projects through an amendment to the statute that
occurred in the December 2006 capital bill. The change is intended to provide for more efficient administration of smaller
projects. The Commission also approved a resolution to concur with the refinancing of a portion of the Commission’s 1997
Sports Facilities Bonds, authorizing the executive director to work with the Treasurer of State and Ohio Public Facilities
Commission to issue Treasurer of State refunding bonds, and delegating execution of the required documents and
agreements for the refunding bonds.
Commission Project Manager LeeAnne Woods provided updates on the status of COSI Toledo. As previously
noted in the monthly report, the city of Toledo signed a lease amendment and has assumed responsibility for the facility
through the end of 2008, including a provision for insurance, security and utilities payments; and COSI signed a
settlement agreement, which ensures the title to COSI’s exhibits rests with the Commission in the event that COSI is not
able to reopen. Ms. Woods also reported that COSI Toledo has successfully raised $200,000 toward a $250,000 goal to
finance a third levy campaign. The museum will make its presentation to the citizen’s levy review committee on August 6,
after which the committee will make its recommendation to the Lucas County Commissioners. The Commissioners have
until 4:00 p.m. on August 21 to decide which issues to include on the November ballot.
Executive Director Fox reported on the Johnny Appleseed Heritage Center (JAHCI), including its current
programming and fundraising efforts, and a tour of the facility taken by representatives of Central Ohio Technical
College (COTC). Director Fox and Commission Project Analyst Bernard Cason met with COTC officials at the
amphitheater site on July 18. COTC has indicated it may be interested in renting the site for special programs, or possibly
becoming more involved in a partnership or management role. COTC attendees, which included Dr. Bonnie L. Coe,
President, and David Brillhart, Vice President of Business and Finance, remarked on the impressive facility, and indicated
they will discuss possibilities for involvement with COTC staff over the next several weeks. Ms. Fox reported that a
number of JAHCI board members were present for the tour and that, while they turned a profit on a single event for the
first time in their operating history, they have not begun any fundraising to retire their accumulated operating debt. Ms.
Fox also reported that JAHCI’s 2008 program schedule includes 17 events, which represents approximately three times
the number of programs in 2006, and four times the number of programs in 2007.
The Commission reimbursed eight local project sponsors totaling just over $1 million on paid invoices during the
month of July. The total amount reimbursed includes:
$64,610 Eulett Education Center

PROJECT NEWS
Commission staff successfully completed the execution of legal documents with the National Underground
Railroad Freedom Center on July 28. The project received Commission approval in November for a $2 million
appropriation; however, the approval was given on condition that the Commission secure an extended leasehold interest
in the facility and a corresponding subordination agreement with the bank, adding a measure of security for the state’s
investment in light of the Freedom Center’s operating challenges. Commission staff worked with Freedom Center
representatives to extend the Commission’s lease and to obtain the necessary subordination agreement with the
museum’s bank, providing the Commission with first lien position on the building. A check for $2 million, cut in June and
held in escrow pending execution of legal agreements, was subsequently released to the Freedom Center. The museum
received a new appropriation for $850,000 in the most recent capital bill, Am. Sub. H.B. 562.
Legal agreements between the Commission and Marion Palace Theatre were executed on schedule on
July 28; however, Commission staff is still unable to begin reimbursements on the project due to unmet
resolution requirements. The project received Commission approval in August 2007, subject to certain
conditions. One of those conditions is that Marion Palace engage the services of an accountant to perform a
number of functions, including tracking of monthly project costs, providing a control system to ensure project cost
containment, tracking of monthly pledges and other funding sources, and processing of invoices to the
979
Commission. Financial materials submitted to Commission staff on July 10 indicate that all such functions are still
being performed by Palace Theatre staff, rather than an accountant. Commission project services staff continues
to work with theater representatives to resolve the issue in an effort to begin processing reimbursement
payments.
A capital appropriation for the Canal Winchester Area Historical Society, made by the 126th General Assembly in
the December 2006 capital bill, has been redirected to the city of Westerville’s Parks and Recreation Department.
The change was requested by Rep. Larry Flowers, of the 19th District, and handled through the June 2008 capital bill. The
$125,000 appropriation will be utilized by the city of Westerville for a Firefighter’s Memorial and First Responder Park.
The project assessment process is underway for the Commission’s upcoming November meeting. Fourteen
cultural facility projects are currently undergoing assessment, and an additional six projects delegated to the executive
director for approval are also being assessed. Although being part of the current assessment cycle does not necessarily
guarantee each project’s placement on the next Commission meeting agenda, the Commission project services staff is
working with local sponsors with the goal of recommending placement on the November 18 meeting agenda, or a meeting
agenda in the near future. Meeting agendas are determined by the Commission Chairman.
ITEMS OF INTEREST
Commission staff will be required to submit a budget request in September for fiscal years 2010 and 2011. Due to
statewide budget cuts, all state agencies are being limited in what they are permitted to ask for in their budget requests. A
new budget preparation module of the state accounting system, OAKS, is being utilized for the first time for this budget
preparation cycle. Assistant Director Dave Wartel and Fiscal Office Myra LaCava have undergone training and will be
preparing the staff’s budget submittal using this new system. Any future updates will be provided in the monthly report,
and a request for Commission ratification of the budget submittal will be presented at the next Commission meeting in
November.
The amendments to the financing lease with the Ohio Public Facilities Commission to accommodate projects
utilizing Federal tax credits were approved at the OPFC meeting on July 8. The OPFC delegated to its Secretary the
authority to finalize a change to the indemnification language, which is still in negotiation between OPFC and the Attorney
General’s Office. This change is intended to reconcile the financing lease indemnification language with a formal opinion
from the Attorney General that describes limitations on indemnification by state and local governmental entities in Ohio.
STAFF NEWS
Bernard Cason has been promoted from a project analyst to associate project manager. In this new role, Bernard
will handle many project manager responsibilities, including serving as project manager for all Ohio Historical Society
projects, many delegation projects, and others. Bernard has worked for the Commission since March 2007.

980
Tony Capaci
From: Tony Capaci
To: Jessica Fagan
Tracking:
Jessica Fagan Delivered: 7/31/2008 12:59 PM Read: 7/31/2008 1:11 PM

Jessica,
The blurb is terrific (as always)You might want to consider: It is the subordination agreement in conjunction with the
extended lease which adds the extra measure of security.
Thanks,
Tony
From: Jessica Fagan
To: Tony Capaci


however, the approval was given on condition that the Commission secure an extended leasehold interest in the facility
and a corresponding subordination agreement with the bank, adding a measure of security for the state’s investment in
light of the Freedom Center’s operating challenges. Commission staff worked with Freedom Center representatives to
extend the Commission’s lease and to obtain the necessary subordination agreement with the museum’s bank,
providing the Commission with first lien position on the building. A check for $2 million, cut in June and held in escrow
pending execution of legal agreements, was subsequently released to the Freedom Center. The museum received a new
appropriation for $850,000 in the most recent capital bill, Am. Sub. H.B. 562.

Jessica Fagan
Tel: 614-752-2770
Fax: 614-752-2775
981
Tony Capaci
From: Tony Capaci
Sent: Monday, July 28, 2008 11:51 AM
To: 'joyce.antoncic@bnymellon.com'
Cc: 'GDowdell@nurfc.org'
Subject: supplemental subordination agreement for National Underground Railroad Freedom Center
Attachments: Supplemental Subordination Agreementv5 - OCFC General.DOC
Joyce
Attached is a copy of the Supplemental Subordination Agreement for NURFC. After you have had a chance to review it
please call me to arrange coming over to sign it. If you need anything else let me know.
Thank‐you,
Tony Capaci

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
982
Tony Capaci
From: Tony Capaci
Subject: FW: extension to sign legal docs runs out Tuesday
Importance: High
Tracking:
It sounds like we will the legal documents on Monday. I guess that works,
Thanks,
Tony

To: Tony Capaci
Subject: Re: extension to sign legal docs runs out Tuesday
Importance: High
I spoke with Kathy this afternoon about this. I also spoke briefly with the lead banker who is on vacation. He had been
under the impression that he would have received the documents before he went on vacation. He is in town and will
return to his office to review the documents. It is my understanding that we received documents prior to his going on
vacation so that they could have been processed quickly, but the original documents we received had error and had to be
returned for correction. I signed the corrected documents as soon as I received them.
The lead bank group will sign these documents by Friday and we will get them to you either late on Friday or first thing
Monday morning.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712

cc "Barbara Witt" <bwitt@culture.ohio.gov>, "Kathy Fox" <KFox@culture.ohio.gov>
07/23/2008 03:21 PM Subject extension to sign legal docs runs out tuesday
Don,
I received your email regarding Gary being out until tomorrow. I want to communicate to you the Commission’s extension to sign
legal docs runs out this Tuesday. Could you kindly get them signed and over night them to me. I did not anticipate asking the
Commission for another extension and I am not sure we would get another one if requested.
Let me know.
983
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
984
Tony Capaci
From: Tony Capaci
Subject: RE: NURFC legal Docs
thanks

To: Tony Capaci
Cc: GDowdell@nurfc.org; Kathy Fox; Barbara Witt
Subject: Re: NURFC legal Docs
Tony
Gary is out until Thursday. I will get an update for you by then or earlier if possible.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712

Date: 07/22/2008 08:47AM
Subject: NURFC legal Docs
Don, Gary,
I have not heard anything regarding the signing of legal documents and was wondering what the status is.
Let me know.
Thanks,
Tony
Tony Capaci
Project Manager
985
Telephone: 614-728-6924
Fax: 614-752-2775
986
Tony Capaci
From: Tony Capaci
To: 'NHamilton@nurfc.org'
Nicole,
We sent copies of the Supplemental Subordination Agreement. These will have to be forwarded to the bank for their
signature as well as Don’s.
I do not believe Bernard noted that in the cover letter. Please pass it on to Don and Gary.

Thanks,
Tony

To: Tony Capaci
Thanks, I will look for them tomorrow.
Nicole L. Hamilton
50 East Freedom Way
Phone: 513.333.7516
Fax: 513.333.7712
nhamilton@nurfc.org
987
Tony Capaci
From: Tony Capaci
Nicole,
There was some miscommunication between Bernard and I. As it turns out the legal documents just went out to you
today. You should have them tomorrow…sorry.
Thanks,
Tony

To: Tony Capaci
Tony,
Gary asked me to follow-up with you on the documents, they didn't arrive on July 4th. Can we track them?
Nicole L. Hamilton
50 East Freedom Way
Phone: 513.333.7516
Fax: 513.333.7712
nhamilton@nurfc.org
988
Tony Capaci
From: Tony Capaci
No, the ones you received on Tuesday has the wrong bank name in them…please destroy those copies.
Thanks,
Tony

To: Tony Capaci
Tony, we did received some docs from you on Tuesday of this week, should Don still sign off on those?
The memo was dated June 30th.
Nicole L. Hamilton
50 East Freedom Way
Phone: 513.333.7516
Fax: 513.333.7712
nhamilton@nurfc.org
989
Tony Capaci
From: Tony Capaci
Thanks…have a great 4th

Cc: Tony Capaci
Importance: High
Hello Tony,
Yes, we will be able to recieve packages tomorrow.
Thanks,
Nicole L. Hamilton
50 East Freedom Way
Phone: 513.333.7516
Fax: 513.333.7712
nhamilton@nurfc.org
Don Murphy/NURFC To "Tony Capaci" <tcapaci@culture.ohio.gov>

cc Nicole Hamilton/NURFC@Nurfc
07/03/2008 11:49 AM Subject
Re: NURFC legal docs Link
Tony
Our administrative offices are closed tomorrow. But the museum is open. I will check to see if we can receive it at the
front desk of the museum and get back to you.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712
990

Date: 07/03/2008 09:40AM
Don, Gary,
Amendment to the Construction Administration Funding Agreement, Supplemental Subordination Agreement, and the
Cooperative Use Agreement. We will overnight the package. Will there be someone available tomorrow to receive it?
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
991
Tony Capaci
From: Tony Capaci
Thanks…let me know

To: Tony Capaci
Cc: NHamilton@nurfc.org
Tony
Our administrative offices are closed tomorrow. But the museum is open. I will check to see if we can
receive it at the front desk of the museum and get back to you.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712

Date: 07/03/2008 09:40AM
Don, Gary,
Amendment to the Construction Administration Funding Agreement, Supplemental Subordination Agreement,
and the Cooperative Use Agreement. We will overnight the package. Will there be someone available
tomorrow to receive it?
Thanks,
Tony
992
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
993
Tony Capaci
From: Tony Capaci
To: Kathy Fox
Tracking:
Hi Kathy,
The attorney for the bank is John Gierl.
Thanks,
Tony

From: Kathy Fox
To: Tony Capaci
Thanks for the status report Tony. Out of curiosity, who is the attorney for the bank?
Thx,
K

From: Tony Capaci
Sent: Tuesday, May 06, 2008 8:48 AM
To: Kathy Fox
Hi Kathy,
How is your husband feeling? Better I hope.
NO real progress on solving the mystery. Mandy saved the actual UPS envelope and the documents we did receive fit
inside the envelope snugly. So, I do not think there is room for four copies of the Second Amendment in that envelope.
(The Second Amendment was a rather thick document and multiplied by four it would have to be close to an additional
inch of paper) I am rather certain the error is on their end however, I do not see any point in bringing that belief to Don’s
attention. I will send them four more copies of the Second Amendment to the Base Lease this morning.
On a separate note, sometime after 5:00PM last night I received a call from NURFC’s bank’s attorney inquiring about the
Supplemental Subordination Agreement (Steve’s draft). His question was specifically regarding the past amount of
money being amortized over the original ten years for the original subordination and added to the new appropriation
under the new bond term. The specifics are spelled out in the Second Amendment to the Base Lease of which he
apparently had the original version. (I do not think there has been any change to the original version as it relates to his
question but I was not sure) Coincidentally, Steve also called me to inquire about the draft and I told him about the
attorney’s inquiry. As it turns out Steve and the attorney were past law partners and Steve said he would call the
attorney first thing this AM. My feeling is it is rather late in the game to get this kind of question but we do not make a
move without the signed Supplemental Subordination Agreement.
Thanks,
Tony

From: Kathy Fox
1003
To: Tony Capaci
Subject: FW: Second amendment to base lease not in package
Importance: High
Tony,
Any progress on solving the mystery of the missing docs?
Thx,
Kathy

To: Tony Capaci
Importance: High
Hi Tony,
I personally put all the documents that you sent back into the envelope-once Don signed them and I notarized them.
I only have the copies I made of the complete package. Something is very wrong.
Please let me know.
Thanks,
Nicole Hamilton
Phone: 513-333-7516
Fax: 513-333-7712
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712

05/05/2008 04:11 PM Subject Second amendment to base lease not in package
Don,
I received four copies of signed documents for the CUA, Memorandum of Lease and First Amendment to the CAF. Although your
cover letter mentioned the Second Amendment to the Base Lease was included I, and the office coordinator who opened the
package, could not find it. Is it possible you inadvertently left it out? Could you kindly check. Also, you dated the documents May 1,
2008. I am not sure if it is acceptable they be dated when you sign them or when Kathy signs them. I will check into it and let you
know. Finally, I will schedule a signing with Kathy after we received:
1)The $450K escrow check made payable to OCFC
1004
2) The subordination agreement
3) Clear title opinion letter

We will hold these signed documents in escrow until then.
Thanks,
Tony

Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
1005
April 1, 2003
4717
John R. Gierl
Attorney At Law
Phone: (513) 721-4532
Direct: (513) 977-3436
Fax: (513) 762-0036
www.katzteller.com

To: John R. Gierl
Mr. Gierl
Gary,
what page number.
1007
the one I sent you.
Thanks,
Tony
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712
***************************************
***************************************
************************************************************************************
***************************************
1008
Tony Capaci
From: Tony Capaci
Cc: Kathy Fox
Subject: RE: Subordination questions
Tracking:
'DMurphy@nurfc.org'
Don,
It looks like you got it. I will forward it onto the attorney now.
Thanks,
Tony

To: Tony Capaci
Cc: gdowdell@nurfc.org; GTurk@nurfc.org
Subject: Fw: Subordination questions
Tony
Here is the information from the attorney. I hope this is sufficient. If not, let me know.
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712
----- Forwarded by Don Murphy/NURFC on 04/28/2008 04:46 PM -----
"John R. Gierl" <jgierl@katzteller.com> To <DMurphy@nurfc.org>
cc <rick.kuertz@chase.com>, <rhonda.l.boeke@chase.com>
04/28/2008 04:07 PM Subject RE: Subordination questions
Don - attached is the existing Subordination Agreement which contains most of the information requested below. If you
could please forward to Tony as I do not have his email.
1) the name of the bank we are dealing with
JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA
2) name of the documents that are being subordinated
1009
April 1, 2003
4717
John R. Gierl
Attorney At Law
Phone: (513) 721-4532
Direct: (513) 977-3436
Fax: (513) 762-0036
www.katzteller.com

To: John R. Gierl
Mr. Gierl
Gary,
what page number.
the one I sent you.
1010
Thanks,
Tony
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712
***************************************
***************************************
************************************************************************************
***************************************
1011
Tony Capaci
From: Tony Capaci
Cc: Kathy Fox
Tracking:
'DMurphy@nurfc.org'
Thanks Don. Let me ask you; what do you make regarding the banks reluctance to comply?
TONY

To: Tony Capaci
Cc: Kathy Fox
Don Murphy, CEO

The Freedom Center
50 East Freedom Way
513 333-7530
Cell: 513 503-3772
Fax: 513 333-7712
Date: 04/25/2008 01:56PM
Don,
Tony
1012
From: Tony Capaci
Hi Gary,
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
1013
Tony Capaci
From: Tony Capaci
To: 'Tina Jones'
Subject: RE: NATIO1499973.pdf
Thank‐you

From: Tina Jones [mailto:tjones@sksins.com]
To: Tony Capaci
Cc: gturk@nurfc.org
Subject: NATIO1499973.pdf
Tony,
attached you will find the requested certificate of insurance regarding the National Underground Railroad Freedom
Center. Please review and advise of any needed changes. Call with any questions.
Thanks,
Tina M. Jones
Schiff, Kreidler-Shell
1 West 4th Street Suite 1300
Ph# 513-977-3119
Fax# 513-977-4692
tjones@sksins.com
1014
Tony Capaci
From: Tony Capaci
To: 'GTurk@nurfc.org'; 'dmurphy@nurfc.org'
Subject: FW: Mechanics' Liens
Hi Guys,
I believe the thread below has all the information you require. If you have any questions let me know.
Thanks,
Tony

From: Tony Capaci
Gary,
I have asked our counsel ( the one who signs off on the title opinion work) if your suggestion will suffice. I will also ask
Barbara and possibly Kathy. However, it seems to me if no complaints are filed and the liens are invalid then your
attorney can sign the title opinion letter. If so, that would save time. Could you find out if there is anything preventing
your attorney from signing the title opinion after no complaints are filed?

The name of the document would be the legal name of the mortgage your bank holds (the ones that are getting
subordinated). Your bank should be able to tell us.
Tony

To: Tony Capaci
Tony,
Gary

cc
Gary,
1015
the one I sent you.
Thanks,
Tony

To: Tony Capaci
Tony,
Gary
04/07/2008 11:03 AM
cc
Gary:
Steve Griffith
1016

Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312

Steve,
Regards,
Gary
03/17/2008 03:23 PM
cc
Gary:
1017
Steve Griffith


Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
1018
Tony Capaci
From: Tony Capaci
Gary,
I have not received our counsel’s opinion yet, but I discussed the matter with Barbara. Once the liens are invalid we
would require, at a minimum proof that the liens have been cleared. At that point I think it behooves everyone to get
the title opinion letter on your attorney’s letterhead. (Before Kathy signs legal agreements she requires to see that title
opinion letter. If it is not there but instead some substitute it might raise questions and cause a delay. I would rather
prevent that scenario by getting the title opinion letter).
Thanks,
Tony

To: Tony Capaci
Tony,
Gary

cc
Gary,
the one I sent you.
Thanks,
Tony

1019
To: Tony Capaci
Tony,
Gary
04/07/2008 11:03 AM
cc
Gary:
Steve Griffith


Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
1020
Steve,
Regards,
Gary
03/17/2008 03:23 PM
cc
Gary:
Steve Griffith

1021
Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
1022
Please see the attached from our lawyer, who's dealing with our lien issues. Specifically
with respect to H. Berry, who apparently is no longer in business. Can we dispense with the
H. Berry lien issue on a technicality ?

Gary
‐‐‐‐‐ Forwarded by Gary Dowdell/NURFC on 02/11/2008 04:45 PM ‐‐‐‐‐


02/11/2008 04:26 PM

To

<gdowdell@nurfc.org>

cc

Subject

Mechanic's Liens

Gary:

I received back from the Cuyahoga County Sheriff a receipt for delivery of certified mail
showing that the agent for Forest City Erectors, Inc. received its notice to commence suit on
February 1, 2008. Therfore, if Forest City does not commence suit to enforce the lien by
April 1, 2008, by operation of Section 1311.11, Ohio Revised Code, the lien shall no longer

I have not received anything back from the Hamilton County Sheriff regarding the Notice to H.
Berry, Inc. I am following up to verify that the Sheriff served it. I note, however, that the
Secretary of State of Ohio cancelled the corporate charter of H. Berry, Inc. for failure to
maintain a statutory agent, and on December 26, 2006 for failure to file franchise tax
returns or to pay franchise tax. Since August, 2004, therefore, H. Berry, Inc. has not been
in existence so that it could file suit against the Freedom Center to enforce its lien claim.

You may want to convey this information to the Cultural Facilities Commission to see if it
will relax a little.


Steve Griffith

Stephen M. Griffith Jr. /

Attorney


1024
Taft /


Cincinnati, Ohio 45202‐3957

Tel: 513.381.2838 • Fax: 513.381.0205

Direct: 513.357.9312

www.taftlaw.com <http://www.taftlaw.com/> / griffith@taftlaw.com

Internal Revenue Service Circular 230 Disclosure: As provided for in Treasury regulations,
advice (if any) relating to federal taxes that is contained in this communication (including
attachments) is not intended or written to be used, and cannot be used, for the purpose of
(1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or

This message may contain information that is attorney‐client privileged, attorney work
product or otherwise confidential. If you are not an intended recipient, use and disclosure
of this message are prohibited. If you received this transmission in error, please notify the
sender by reply e‐mail and delete the message and any attachments.
### ### ###

1025
Tony Capaci
From: Tony Capaci
To: Myra La Cava
Cc: Bernard Cason
Tracking:
Bernard Cason Delivered: 3/6/2008 1:45 PM Read: 3/6/2008 2:01 PM
Hi Myra,
No, the $850,000 is old.
From: Myra La Cava

To: Tony Capaci
Cc: Bernard Cason
Tony,
These reappropriations are older appropriations that were not encumbered or spent during the biennium . Is the $850,000
from a new appropriation? If so, it would not be on the list.
From: Tony Capaci

To: Myra La Cava
Cc: Bernard Cason
Myra,
From: Myra La Cava

To: Kathy Fox
Kathy,
1031
them to him now.
Kathy,
From: Myra La Cava

To: Kathy Fox
Cc: Barbara Witt
Importance: High
Barbara,
From: Kathy Fox

Importance: High
Myra and Barbara,

Thanks,
Kathy

Executive Director
1032
Vox: 614.752.2770
Fax: 614-752-2775
1033
Tony Capaci
From: Tony Capaci
To: Myra La Cava
Cc: Bernard Cason
Tracking:
Bernard Cason Delivered: 3/6/2008 1:02 PM Read: 3/6/2008 2:01 PM
Myra,
From: Myra La Cava

To: Kathy Fox
Kathy,
them to him now.
Kathy,
From: Myra La Cava

To: Kathy Fox
Cc: Barbara Witt
Importance: High
Barbara,
1034
From: Kathy Fox

Importance: High
Myra and Barbara,

Thanks,
Kathy

Executive Director
Vox: 614.752.2770
Fax: 614-752-2775
1035
Tony Capaci
From: Tony Capaci
Sent: Thursday, February 14, 2008 12:59 PM
To: Jessica Fagan
Subject: RE: January2008.html
Looks good Jessica!
From: Jessica Fagan

To: OCFC; Brian Hoffmeister (brian_hoffmeister@lsc.state.oh.us); Lori Payne (lpayne@ag.state.oh.us); Derek Bridges
(Derek.Bridges@obm.state.oh.us)
Subject: January2008.html
Below please find our Monthly Report for January 2008; please let me know if you have any questions or need
further information.

January 2008
COMMISSION NEWS
The Commission reimbursed eight local project sponsors totaling more than $1.3 million on paid invoices during
the month of January. The total amount reimbursed includes:

$250,000 BalletMet
PROJECT NEWS
1036
The King Arts Complex held a ribbon-cutting ceremony on January
21 to unveil its new permanent exhibition about Goree Island. The
interactive exhibit is a historical recreation of the corridor and portal used
by slaves as they boarded slave ships for the middle passage across the
Atlantic. The installation was funded in part utilizing the $150,000
appropriation that was approved by the Commission in November 2007.
Commission member Otto Budig attended the ceremonies and was
invited to make remarks; Commission Executive Director Kathy Fox was
also in attendance.
On January 14, the state Controlling Board approved a $1.5 million

The King Arts Complex, located in Columbus, grant to the City of Toledo for its Marina District project. These
dedicated its new Goree Island interactive funds are in addition to funds that the Commission has been assigned in
exhibit in a celebration on January 21. state capital budget bills. The grant was awarded by the Ohio
Department of Development, and will make up a portion of the funding
for the riverfront park that is expected to serve as a catalyst for the entire 125-acre mixed-use development. The
Commission gave preliminary approval for the Marina District project at its August 2007 meeting by determining that there
is a need for the project and authorizing a Memorandum of Understanding. At the February 26 Commission meeting, the
Commission will be asked to give final approval and authorize expenditure of state capital funds totaling $4.9 million. City
of Toledo officials have stated that they expect the riverfront park to be completed by the end of 2008.
Financial information submitted by Marion Palace Theatre shows that theater representatives have taken out a
$1.5 million line of credit, secured by the property. The line of credit and mortgage violate the terms of the
Memorandum of Understanding that theater officials signed with the Commission in September 2005. That agreement
states that if loans or other cash flow mechanisms are utilized, they are acceptable only if approved by the Commission
and backed up by written pledges or guarantees from credit-worthy entities, or by funding commitments from
governmental entities. Commission staff has informed Marion Palace representatives that one of three options must be in
place in order for the Commission to proceed with the release of state bond funds: 1) the bank could subordinate its first
lien position to the Commission; 2) Marion Palace Theatre could obtain written guarantees for the loan amount; or 3) the
theater could restructure the loan with the bank so that it is secured against the scheduled payments on the written capital
campaign pledges. The theater received conditional approval from the Commission in August 2007 for the expenditure of
$1.575 million in total state capital appropriations, and must enter into legal agreements with the Commission by the
Commission’s February 26 deadline. Otherwise, the Marion Palace Theatre will need to return to a future Commission
meeting for reconsideration.
Commission staff has been continuing its efforts to formalize indications from the City of Toledo that it will
provide appropriate protection for the COSI Toledo facility and its contents while the facility is closed. Commission
Project Manager LeeAnne Woods has been working with the city’s general counsel to finalize a written agreement that will
detail the city’s responsibilities for protecting, insuring and maintaining the facility. Commission staff members LeeAnne
Woods, Nicole Cheatham and Barbara Witt conducted a walk-through of the COSI Toledo facility with COSI Director of
Operations Lori Hauser on January 18. Key COSI staff have stayed on—four full-time and two part-time—in part to handle
facility mothballing activities, but primarily to continue the museum’s distance learning and school outreach programs to
Toledo area students while the museum is closed to the public.
Commission staff continues to research alternatives for the continued operation of the Johnny Appleseed
Heritage Center, as directed by the Commission at its November 2007 meeting. One alternative is to identify a potential
new manager or co-manager for the facility. Staff compiled a list of potential organizations in Ashland and the surrounding
six counties, refining the list of more than 50 possible partners to a list of 20 seemingly qualified organizations that might
manage or co-manage the outdoor amphitheater. Based upon initial conversations with each organization, it appears that
there is significant community support for maintaining the facility as a venue for cultural programming. As such,
Commission staff intends to move forward with issuing a Request for Qualifications and a Request for Proposals.
Commission Executive Director Kathy Fox and Project Manager Joe Cohen also held a meeting with JACHI’s largest
contributor and creditor to discuss various alternatives going forward. Commission staff will have a full update for the
Commission at its upcoming February 26 meeting.
The Huntington Park minor-league baseball stadium has been the subject of controversy in recent months. The
Franklin County Commissioners have been accused of awarding contracts to union shops in spite of higher bids on
certain aspects of the project. In November 2007, the Commissioners quickly reversed their decision to award a contract
for concrete work to a union shop when they were sued by a non-union contractor whose bid was $17,500 lower than its
competitor’s. In January, the project attracted attention again when Commissioners passed over a combined low bid of
1037
$4.3 million for plumbing and HVAC installation, in favor of contracting with two separate companies, for a total cost of
$4.515 million. The county cited violations of its quality contracting standards as the reason for passing on the $4.3 million
low bid from TP Mechanical Contractors. TP failed to pay prevailing wages to workers four times in the last two years,
underpaying workers by $4,000; TP has called the violations clerical errors and sued the county, but a judge upheld the
county’s discretion in selecting contractors. Since the county’s vindication, news reports state that the union company they
hired for the plumbing job was ordered by a Pennsylvania court to pay $48,568 in unpaid pension benefits and attorney
fees to an employee while he was on military duty in Iraq, and that the former president of the union firm, W.G. Tomko
Inc., pleaded guilty to tax evasion in 2004. Franklin County administrators say they knew of the pension lawsuit and that
Tomko met their quality contracting standards; however, Franklin County Commissioners stated they were unaware of the
pension lawsuit. Meanwhile, a third non-union contractor has been notified by the county that its low bid will not be
selected due to previous non-payment of prevailing wages. The Huntington Park project has a $7 million state capital
appropriation; the project is currently undergoing assessment by Commission staff and sports facility consultants
Brailsford & Dunlavey. It’s anticipated to appear on the Commission’s February 2008 meeting agenda for Commission
consideration.
The local media spotlight was also on the National Underground Railroad Freedom Center in January for a brief
dispute with the city and county over development rights to a key piece of property in The Banks development
plan. The City of Cincinnati and Hamilton County each gave development rights to the Freedom Center for a grassy area
adjacent to the museum approximately six years ago. The Banks development plan, approved by the city and county in
October 2007, calls for developing the land into two restaurants as part of the first phase of the master plan. However,
Freedom Center officials demanded $500,000 each from the city and county for the development rights. Local
government officials and anti-tax activists balked at the demand, because the development rights were initially given to
the Freedom Center for free, and because of the level of taxpayer support the museum has already received. Freedom
Center officials eventually agreed to give up the rights, and expressed surprise at the public outcry. Museum officials
stated it was the Banks Working Group, a city/county panel leading the Banks planning, who came up with the $1 million
price tag—far lower than the estimated $3 to $5 million market value of the land—and reportedly assured the museum
that the request wouldn’t pose any problems. Freedom Center representatives are said to be expediting the paperwork to
transfer the land, indicating the dispute was a misunderstanding. Although the Freedom Center’s most recent state
appropriation of $2 million was approved by the Commission in November 2007, the required legal agreements have not
yet been completed. The Freedom Center recently received the required approval of the Commission’s lease from their
bank. Currrently, Freedom Center officials are working to clear up several liens against the property, after which the
Freedom Center will transfer escrow funds to the Commission and can execute legal agreements.
Four projects that received appropriations in the December 2006 capital bill, all new to the Commission, have
recently emerged with plans to move forward. The month of January produced inquiries from the City of Avon Stadium
Complex, the Symmes Township Historical Society’s Ross House project, the Ukrainian Museum-Archives, and the A. B.
Graham Center regarding next steps in the process toward Commission approval. The A. B. Graham Center in Miami
County plans to utilize its $40,000 appropriation to replace two boiler units at its facility, and has stated it has the required
local match in hand and will begin submitting information to the Commission. The Ukrainian Museum-Archives, located in
Cleveland, seeks to utilize its $100,000 appropriation for reimbursement of costs associated with constructing its
$650,000 archive facility, and has begun submitting materials for staff review. The Symmes Township Historical Society’s
efforts to restore a historic log cabin are moving forward, and the local sponsor expects to have a project scope, plans and
budget estimates from an architect by early February. The Society has a $100,000 appropriation for the project, but has
indicated it is still fundraising. Finally, representatives of the City of Avon wish to begin moving forward on their project to
build a minor-league baseball stadium to house a franchise of the Frontier League. The Frontier League is a professional,
independent baseball organization with 12 teams in seven Midwestern states. The city is in early stages of the project,
and is in the process of hiring an architect for the proposed stadium.
Two Commission projects received significant capital funds recently. Hale Farm and Village, an outdoor living
history museum operated by the Western Reserve Historical Society, was awarded a $50,000 grant from the Akron-based
OMNOVA Solutions Foundation. The funds will help support the museum’s multi-year restoration project. State capital
funds totaling $300,000 have been appropriated for various restoration efforts at Hale Farm, $142,000 of which have been
reimbursed by the Commission. The Worthington Arts Center project received a $250,000 contribution to its capital
campaign from the Harold C. Schott Foundation. The project, which has a $250,000 appropriation from the state, will
create a community arts center in a renovated school building. Local sponsors anticipate a groundbreaking in summer
2008, and are working toward an appearance on an upcoming Commission meeting agenda.
Commission staff members made site visits to several projects around the state in January. While staff members
LeeAnne Woods, Nicole Cheatham and Barbara Witt were in Toledo for a walk-through of the mothballed COSI Toledo
facility, they also paid a visit to the Valentine Theatre, which suffered damage from a natural gas explosion in the
basement on the theater on November 23, 2007. Executive Director Dale Vivirito has stated the theater could reopen as
1038
soon as early April; since the explosion, performances have been moved to other locations. The cause of the blast is still
undetermined, although foul play has been ruled out. The cost of the damage is between $3.5 and $4.5 million, and
should be covered by insurance, according to Vivirito. Also while in Toledo, Commission staff met with Bridgette Kabat,
Chief of Staff of the Board of Lucas County Commissioners, and received a tour of the site of the Toledo Ice Arena.
Lucas County, sponsor of the Ice Arena project, is expected to be on the Commission’s May meeting agenda seeking
approval of the project’s $5.5 million appropriation. Commission staff also toured the 125-acre Marina District site in
Toledo, meeting with project representative Casey Stephens, a commissioner in the Division of Environmental Services
at the City of Toledo. Project Manager Tony Capaci traveled to western Ohio to tour the Westcott House in Clark County.
The restored Frank Lloyd Wright house has a $75,000 appropriation that it intends to use for additional furnishings and
exhibits. Tony also visited the National Aviation Hall of Fame in Montgomery County. The facility recently completed
adding new exhibits, and will be submitting materials for review in order to access the $175,000 remaining from the total
$3.1 million in state appropriations.
ITEMS OF INTEREST
Governor Strickland held a press conference on January 23 to announce steps he is taking to ensure that the
state budget remains balanced in the event of a recession. Each state agency has been asked by the Office of
Budget and Management (OBM) to identify how it would manage its work, assuming cuts to budget lines that are funded
by the general revenue fund for both FY 08 and FY09. Commission staff were asked to provide impact information
regarding possible cuts of 10% ($35K) to 16% ($56K) for the biennium. Commission staff has responded to OBM,
suggesting that any cuts be front loaded to FY 08. Commission staff believes that a 10% cut can be handled by a
combination of forgone payroll due to slow approvals for hiring at the outset of FY 08, along with shifting consulting
services originally planned for FY 08 to FY 09. A 16% cut would be more problematic in FY 09, and would lead to
reductions in service to our clients because certain contracted consulting services would have to be reduced or
eliminated. Commission management does not contemplate reductions in staff since staff members already are working in
excess of 40 hours per week and, as salaried employees, are not compensated for this extra work.
STAFF NEWS
Erica Johnson will join the Commission staff as a project analyst on February 25. Erica will replace Joe Cohen, who
was promoted to project manager. Erica has a diverse professional background, including experience as a library
assistant with the Cleveland Public Library, as a branch representative at National City Bank, and as a paralegal for the
Ohio Army National Guard. Additionally, Erica worked as a business development intern with the Ohio Department of
Development. She holds a B.S. in Business Administration from The Ohio State University, as well as a Masters of Library
and Information Sciences from Kent State University.
Amber Feit joined the Commission staff as a part-time temporary administrative assistant. The creation of this
temporary part-time position will replace the Commission’s hiring of part-time business school interns. Amber has
experience in both office and retail environments, and attended the Columbus College of Art and Design.
NEW PROJECT PROFILE
Springfield Veterans’ Park Amphitheatre was assigned a $100,000

appropriation in the December 2006 capital bill. The venue is home
to the six-week Summer Arts Festival, sponsored by the Springfield Arts
Council. The amphitheater has been undergoing extensive renovations;
phases one and two of the $3.8-million project are complete, and the
state’s appropriation is expected to assist with the third and final phase
of renovations.
The Wayne County Historical Society has a $170,000 appropriation

for a project to commemorate the Lincoln Highway. The project
sponsors hope to install history-themed medallions in the sidewalk of the
Springfield Veterans’ Park Amphitheatre new library in the city of Wooster The project will also include a
Clark County permanent exhibit inside the library about the Lincoln Highway.
Dedicated in 1913, the Lincoln Highway was America’s first
transcontinental highway, and passed through Wooster, Ohio en route from San Francisco to New York.
1039
Tuesday, February 26, 2008, 10:00 AM at the Commission office


1040
Tony Capaci
From: Tony Capaci
Cc: Barbara Witt
Hi Gary,
thoughts.
Thanks,
Tony

To: Tony Capaci
Tony,
Gary
cc
02/11/2008 04:26 PM
Gary:
1041
Steve Griffith


Tel: 513.381.2838 • Fax: 513.381.0205
Direct: 513.357.9312
1042
Tony Capaci
From: Tony Capaci
To: 'yolanda.arnold@legislature.state.tn.us'
Cc: Kathy Fox
Subject: National Underground Railroad Freedom Center state operating funding for 2007 and 2008
Dear Yolanda,
The state operating funding for NURFC for the years 2007 and 2008 are comprised solely from the State Department of
Education and are in regards to a free admission program for 5th and 8th graders.
The state awarded $1M for 2007 and $.5M for 2008 for the free admissions program.
I trust that is the information you were looking for.
Thank-you,
Tony Capaci
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
1043
Tony Capaci
From: Tony Capaci
To: 'TCashen@nurfc.org'
Subject: RE: Billing and letters plus FedEx shipping receipt
Ted,
I received your e‐mail with attachment
Thank‐you,
Tony

From: TCashen@nurfc.org [mailto:TCashen@nurfc.org]
To: Tony Capaci
Cc: GDowdell@nurfc.org; GTurk@nurfc.org
Subject: Billing and letters plus FedEx shipping receipt

Tony,

As discussed with George, attached is the summary document of the invoices
previously sent as well as the total amount of invoices sent since
inception ‐ in excess of $15 million.

It is our intent to have copies of the invoices sent to you on Monday
(October 22, 2007).

Please let me know that you received this email and the attached
information.

Sincerely,

Ted Cashen

(See attached file: 78616.pdf)

Theodore H. Cashen
Capital / Accounts Payable Accountant
50 East Freedom Way
(513) 333‐7515 TCashen@NURFC.org
1063
Tony Capaci
From: Tony Capaci
To: Bernard Cason; Barbara Witt
Subject: RE: Freedom Center Quote
Green team poetry…
From: Bernard Cason

To: Barbara Witt
Cc: Tony Capaci
Subject: Freedom Center Quote
Barbara – Here is the quote that you asked me to send you. “The Freedom Center has been
steadily improving a rather anemic program ratio which has increased each fiscal year from a low of
25% in FY04 to 42% as of June 30, 2007. “ -B
Bernard E. Cason
Project Analyst
Telephone: 614-752-2770
Fax: 614-752-2775
1064
Tony Capaci
From: Tony Capaci
Subject: questions
Hi Sandi,
A few more items:
1) I know you explained “other program” revenue as restricted funds. The deficits in the pro forma are due to
operating expenses and wages exceeding the “Other Program Revenue. My question is how do you match
wages and expenses to “other program” revenue? Is it actual time and expenses spent on generating the
restricted funds or is it an allocation? What basis did you use to project expenses in 2008 and 2009? ( wages
and expenses in 2008 and 2009 seem low compared to 2006)
2) Do you have the actual surplus for 9/07 yet? Do you know if October is on track?
3) You will see a list (from Bernard) of necessary items. These are items we need to execute the legal documents.
We are targeting to get the legal documents signed the day of the commission meeting but that will require a
quick turnaround on those items. Once the documents are signed all we will have to do is approve the invoices
and I am assuming that will be smooth. Regarding the list, most of the items should be easy. The title opinion
requires the deed and your attorney’s opinion on the letter attached to Bernard’s e-mail and as I see it, that is the
only item that should take some time. Finally, you will see Bernard requests an environmental site assessment
(ESA). I see in your on-line detail report the Freedom Center had a phase I and phase II done. If you would
kindly get me copies of those items as well.
4) We need updates made to the on-line detail report. (The Extranet) Kindly read the report in its entirety and make
any changes you feel are necessary. (Like # of employees in section 3)
In section 4 (full funding) I have the following:
State funding: $14,650,000
Private Contributions $63,000,000
City Government $6,000,000
Federal Government $22,000,000
Future Investment Income $9,994,000
Total funding $115,844,000
5) In section 5 I have project costs at:

Construction $62,633,000
Exhibits $17,660,000
FF & E $ 2,790,000
Other soft $32,761,000
Total cost $115,844,000
Let me know the best guess timing of completion on the above. I will schedule my time to meet it.
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
1069
1070
Tony Capaci
From: Tony Capaci
Subject: RE: Net Interest Expense
Hi Sandi,

What levels must be maintained to meet the bank group covenant on the borrowing base and cash
and investment?
Thanks,
Tony

To: Tony Capaci

Tony,

The yield on investments is approximately 5.3% and interest expense is
approximately 4.8% for a spread of 50 basis points. The assumption of a 50
basis point spread continues to be confirmed. We are substantially in line
with our $960,000 net interest expense forecast for 2007 and as of this
week the yield on ultra short term is 5.34% and our all in borrowing cost



Thank you.

Sandie

50 East Freedom Way

(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax
1071
Tony Capaci
From: Tony Capaci
Subject: RE: More Questions
Hi Sandi,




credit?

Going into Sept. with a $466K deficit plus the $1M donation creates a $533 surplus in Sept.
What does it look like to reach the 2007 forecasted surplus of $800K for the cumulative
surplus?

Thanks,
Tony

To: Tony Capaci

Tony,




2007 forecasted surplus of $800,000). The net operating surplus for 2008 and beyond will be
negotiated with bank group. Our goal is $500,000 net surpluses in operating proformas.

3) What is “Other” programs and operating expenses in the proforma? What is basis for the
amounts entered?

1072
2006. Going forward
the three key other program areas are as follows: UBS Scholars ($200,000


31, 2007.




8/31/07:

Unrealized
Cost Market Value
Gain(Loss)

Fifth Third Bank $ 4,321,584 $ 4,373,330 $
51,746

JP Morgan $22,401,291 $21,684,715 $(716,576)*




calculation?



1073
.

Sandie Mills


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

"Tony Capaci"
<tcapaci@culture
.ohio.gov> To
<smills@nurfc.org>
10/05/2007 05:00 cc
PM
Subject

Hi Sandi,
3)What is “Other” programs and operating expenses in the proforma? What is basis for the
amounts entered?
calculation?

Thanks,
Tony

Tony Capaci
Project Manager
1074
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
1075
Tony Capaci
From: Tony Capaci

Hi Sandi,


What comprises 'other' government support of $695k in 2007 and $1.6M in 2008. Also, what
comprises $3.7M of total gov't support in 2009 and 2010?

Thanks,
Tony
From: Tony Capaci

Hi Sandi,


the proforma?

proforma?

Thanks,
Tony

From: Tony Capaci

HI Sandi,



1076
3)I note operating costs are projected at $8.7M for year end 2007. Where does the Freedom
Center stand as to year to date actual operating costs at 8/31/07?


Thanks again,
Tony

To: Tony Capaci

Tony,


drastically?)






1077

visits.

plan.


Sandie Mills


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

"Tony Capaci"
<tcapaci@culture.
ohio.gov> To
<smills@nurfc.org>
09/26/2007 02:57 cc
PM
Subject
business plan

Hi Sandi,
1078
drastically?)
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
1079
Tony Capaci
From: Tony Capaci
Hi Sandi,


the proforma?

proforma?

Thanks,
Tony

From: Tony Capaci

HI Sandi,





Thanks again,
Tony

To: Tony Capaci
1080

Tony,


drastically?)







visits.

plan.


Sandie Mills

1081

(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

"Tony Capaci"
<tcapaci@culture.
ohio.gov> To
<smills@nurfc.org>
09/26/2007 02:57 cc
PM
Subject
business plan

Hi Sandi,
drastically?)
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
1082
1083
Tony Capaci
From: Tony Capaci
HI Sandi,





Thanks again,
Tony

To: Tony Capaci

Tony,


drastically?)


1084





visits.

plan.


Sandie Mills


(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

"Tony Capaci"
<tcapaci@culture.
ohio.gov> To
<smills@nurfc.org>
09/26/2007 02:57 cc
PM
1085
Subject
business plan

Hi Sandi,
drastically?)
Thanks,
Tony
Tony Capaci
Project Manager
Telephone: 614‐728‐6924
Fax: 614‐752‐2775
1086
Tony Capaci
From: Tony Capaci
To: Kathy Fox
Subject: Outcomes 20070920 Kathy-tony one on one
Outcomes 20070920
One on one Kathy/Tony
Attendees: Kathy; Tony
Scribe: Tony
Date: September 20, 2007
Decision: CMC must comply with our request to provide certified payroll reports to the trade association which
has requested them. (Laborers-Employers Cooperation and Education Trust) Payroll reports must be in proper
order including wage hours and rates for employees (owner is excluded from providing rate and wages).
Action Item: Obtain from owner prevailing wage chart detailing appropriate rates and check those rates
actually paid to the chart. Once rates are verified make payroll reports available to Jessica so she can draft a
response to the trade association.
Person Responsible: Tony C/Jessica
Date to be completed by: Make request for chart 9/20/07 and check wages paid when chart is received.
Decision: The lease for the Kings Art Building in need of the repairs (the York Mason structure) must also
have a non-disturbance and estoppel agreement executed and attached.
Action Item Obtain copy of the leases and determine the building in which the repairs are to be made and
ascertain a non disturbance and estoppel is executed for that building. Inform the sponsor we cannot provide
funds into a building under lease without a non-disturbance and estoppel agreement.
Date to be completed by: Reach out to contact Barbra 9/21/07.
Decision: Aronoff Center is responsible for all other types of insurance necessary other than the property
insurance which the Treasurer of State will continue to pay.
Action Item Get copy of policy to Steve Loftin and ascertain he is aware Cincinnati Arts Association is
responsible for all other types of insurance
Date to be Completed by: 9/21/07
1087
Decision: Chester Academy must comply with insurance requirements regarding additional insureds and
prevailing wage requirements as each are detailed in the CAF and CUA.
Action Item When we have more information, based on their response to the inquires made to Perry Vanadoe
we can pay the invoice submitted if they come into compliance. In the event they fail to provide the necessary
prevailing wage report and additional insureds as stipulated in the CAF and CUA Jessica will formulate a letter
to their Representative and Senator notifying them of the situation.
To be completed by: Tony C (Jessica will draft letter if necessary)
Date to be completed: September 26, 2007
Decision: The CUA entered into with Miami Township (and other townships/cities) must succinctly reflect the
appropriate level of indemnification and release from liability language so as to protect OCFC, the state, the
Treasurer of State, and OPFC while also protecting the township officers from personal liability they would be
exposed to for signing a contract whereby the Fiscal Officer has not certified monies set aside for a potential
claim.
Action to be taken: Compare indemnification language in existing CUA to both the language proposed by the
Miami Township Attorney and the language proposed by Tom Rocco. Upon comparison make decision if
Rocco should counsel us on revised document or if we should draft language on our own.
Decision; The Commission must be well informed as to the risk in approving the NURFC project. The
members must be informed on those steps Management at NURFC has taken to improve the financial scenario
and the ramifications and form of the proposed lease extension. Pledge receivable exceptions must be resolved.
Action to be Taken: A synopsis summarizing the NURFC business plan must be created to inform
commission members as to the current business assessment of the Freedom Center. Bond counsel opinion must
be sought to determine the proper form for the lease extension and the CUA to take. Pledges paid since June 30
must be reported to determine resolution to pledge exceptions.
To be completed by; Tony for synopsis and pledges; Kathy for bond counsel opinion
To be completed by: Synopsis by 10/10; pledges by 9/21; bond counsel 10/05
-----------------------------------------------------------------------------------------------------------
Decision: We must work with the sponsor to establish a viable plan for FT. Piqua to pursue in order to meet
their goal of creating an integrated library/museum/art gallery. Local match must be determined.
Action to be taken: Obtain fair market value of rent and compare it to the actual rent paid by library.
Calculate the delta and determine local match. Inform sponsor that displays and exhibits can be done and that
we will require a detailed plan.
1088
Date to be completed by: Request sponsor to obtain comparable rent report and inform sponsor displays can be
purchased by 9/21/07
Decision: Determine if Westcott House has been approved for state historic tax credit
Action to be taken: E-mail Bill Slocum and request status
Decision: Sublease to NAHF should be executed with CUA and reimbursement request expedited.
Action to be taken: Send draft of CUA and sublease to NAHF
1089
Tony Capaci
From: Tony Capaci
Cc: Temp3
Sandie,
Yes, I received the pledge documentation and investment statements. Thanks. We are going
through the pledge info and note some donors with varying exceptions to our standard
(signature, date, amount) We will e‐mail you a worksheet detailing by line those exceptions.
If you would indicate pledge amounts paid for each exception that would serve to confirm it
as a viable pledge. Bernard from my office will probably e‐mail you with the worksheet
tomorrow.
Thanks,
Tony

To: Tony Capaci

Tony,

Please confirm that you received my follow up letter with pledge
documentation and investment statements via UPS delivery. Depreciation
expense is calculated annually as part of our year‐end closing. Please use
$2,236,819.50 (half year based on 2006) as the estimated depreciation for
the period January 1 through June 30, 2007.

Thank you.

Sandie

50 East Freedom Way

(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

1090
Tony Capaci
From: Tony Capaci
To: Dave Wartel
Subject: NURFC
Hi Dave,
Enclosed is a draft of the NURFC punchlist. Could you give it a read and let me know if you feel Kathy should look at it.
Sandy Mills is geared up to act on it and hopes for the punchlist today.
Thanks,
Tony
S:\PROJECT MANAGEMENT\1.Cultural Projects\National Underground Railroad Freedom

Center\Correspondence\August 2007 Punch List Letter version II.doc
Tony Capaci
Project Manager
Telephone: 614-728-6924
Fax: 614-752-2775
1091
Tony Capaci
From: Tony Capaci
To: LeeAnne Woods
Subject: FW: Punch List

To: Tony Capaci
Subject: Punch List

Tony,

Per our telephone conversation today, please provide a punch list as soon
as possible for both the ongoing quarterly reports and any information
needed for the November 2007 Commission meeting. You should already have
the first quarter 2007 financial information and 2006 audited financial
statements. We are in the process of closing our books for the second
quarter.

Thank you.

Sandie

50 East Freedom Way

(513) 333‐7537 Direct
(513) 333‐7500 Main
(513) 333‐7720 Fax

1092
Tony Capaci
From: Tony Capaci
To: Dave Wartel
Subject: RE: Don Murphy Bio
Done- TC
From: Dave Wartel

To: Tony Capaci
Can you please save all three bios to the S:\ so we can refer to them later?
Thanks.
From: Cheri Miller

To: Kathy Fox
Cc: Dave Wartel; Tony Capaci; LeeAnne Woods
The last of the three requested bios for the NURFC representatives is attached.
Thanks
Cheri

To: Cheri Miller
Cc: SRamiah@nurfc.org; SRuhe@nurfc.org
Subject: Don Murphy Bio
Hello Cheri,
Per your request I've attached Don Murphy's bio.
Thanks,
Nicole L. Hamilton
50 East Freedom Way
1095
Phone: 513.333.7516
Fax: 513.333.7712
nhamilton@nurfc.org
1096

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Tony Capaci

From: Tony Capaci

Amy Rice Delivered: 1/13/2011 8:34 AM

visit our website: www.culture.ohio.gov

visit our website: www.culture.ohio.gov

Do not retain a copy. Thank you.

From: Kathy Fox [mailto:KFox@culture.ohio.gov]

visit our website: www.culture.ohio.gov

(Dictated but not read by John Pepper)

Do not retain a copy. Thank you.

From: Kathy Fox [mailto:KFox@culture.ohio.gov]

visit our website: www.culture.ohio.gov

(Dictated but not read by John Pepper)

visit our website: www.culture.ohio.gov

(Dictated but not read by John Pepper)

visit our website: www.culture.ohio.gov

Have a Meery Christmas and a very prosperous New Year.

On Dec 22, 2010, at 14:54, "Kathy Fox" <KFox@culture.ohio.gov> wrote:

Kathleen M. Fox, FASLA

Ohio Cultural Facilities Commission

100 E. Broad Street, Suite 300

visit our website: www.culture.ohio.gov

From: jepepjr@aol.com [mailto:jepepjr@aol.com]

Have a Meery Christmas and a very prosperous New Year.

On Dec 22, 2010, at 14:54, "Kathy Fox" <KFox@culture.ohio.gov> wrote:

Kathleen M. Fox, FASLA

Ohio Cultural Facilities Commission

100 E. Broad Street, Suite 300

visit our website: www.culture.ohio.gov

From: jepepjr@aol.com [mailto:jepepjr@aol.com]

visit our website: www.culture.ohio.gov

Search Unregistered Land: Corporations Select Parties Select Documents

02 210522 9060 / NATIONAL DEED 10/21/2002 153 / 10

02 231507 9088 / NATIONAL NOTICE OF 11/20/2002 153 / 11

03 314573 9191 / NATIONAL NOTICE OF 03/04/2003 153 / 11

03 336373 9215 / NATIONAL NOTICE OF 03/27/2003 153 / 11

03 335991 9215 / NATIONAL LEASE 03/27/2003 153 / 10

03 353984 9237 / NATIONAL MORTGAGE 04/16/2003 BANKS, THE

03 380605 9270 / NATIONAL NOTICE OF 05/19/2003 BANKS, THE

03 473751 9379 / NATIONAL NOTICE OF 08/28/2003 BANKS, THE

03 597200 9492 / NATIONAL MECHANICS LIEN 12/29/2003 BANKS, THE

04 46715 9529 / NATIONAL MECHANICS LIEN 02/06/2004 BANKS, THE

04 46964 9529 / NATIONAL LIEN ON PUBLIC 02/06/2004 NO LEGAL

04 62935 9549 / NATIONAL REAL ESTATE ON 03/02/2004 BANKS, THE

04 63996 9551 / NATIONAL NOTICE OF 03/03/2004 BANKS, THE

08 52059 10826 BOARD OF COUNTY DEED 04/17/2008 BANKS, THE

08 52671 10829 NATIONAL RELEASES ON 04/18/2008 BANKS, THE

08 109841 10920 NATIONAL LEASE 08/08/2008

08 145407 10987 NATIONAL CONTINUATION OF 10/30/2008 BANKS, THE

08 150892 10997 NATIONAL AMENDMENT OF 11/13/2008 BANKS, THE

10 50647 11425 NATIONAL RELEASES ON 05/07/2010 BANKS AVE.

Hamilton County History Cemeteries by Plat Section and Page

Copyright © 2001 - 2010 Hamilton County Recorder

From: "Tony Capaci" <tcapaci@culture.ohio.gov>

From: "Tony Capaci" <tcapaci@culture.ohio.gov>

From: BReece@nurfc.org [mailto:BReece@nurfc.org]

From: "Tony Capaci" <tcapaci@culture.ohio.gov>

visit our website: www.culture.ohio.gov

My home address is:

233 Oliver Road

I anticipate no problem meeting your 1/7/2011 date.

visit our website: www.culture.ohio.gov