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 Ohio Cultural Facilities Commissio n National Undergroun d Railroad Freedom Center 1st Quarter 2011 Meeting Page 1 of 10 Project Analysis and Staff Recommendation National Underground Railroad Freedom Center Commission Assessment Team: Tony Capaci, chief analyst and Amy Rice, chief project manager  National Underground Railroad Freedom Center 50 E. Freedom Way Cincinnati, Hamilton County Facility and Project Sponsor Information Executive Summary: The National Underground Railroad Freedom Center (“Freedom Center,” “NURFC,” or “the Sponsor”) is a museum that explores a range of freedom issues. The center offers lessons and reflections on the struggle for freedom  and features three pavilions celebrating courage, cooperation, and perseverance. The state appropriated $15.5M to the Freedom Center which opened in August of 2004. The Commission previously approved $14.65M of the funding, which has been reimbursed. Under NURFC’s current operating structure, sustainabil ity is an issue. The Commission is holding $462K in escrow in the event the Sponsor is unable to continue to operate the facility. In May 2009, the Commission authorized a Memorandum of Understanding, spelling out the conditions under which full approval could be granted to the Freedom Center for the most recent appropriation of $850,000.  The MOU contemplates that the Freedom Center will obtain Congressional approval to federalize the facility, and federal funding will be provided for a portion of the operating costs. NURFC’s vision is that the federal government will establish a federal museum and an oversight commission to commemorate the ending of chattel slavery in the United States. A discussion draft of this legislation was completed in October 2009. Preliminary terms include the “gifting” of the facility to the United States government and the United States government, via an a ppointed board of trustees, operating the facility in cooperation with the Secretary of the Interior and other federal agencies. The federal legislation has not been approved, but the Freedom Center anticipates that will be approved in 2011. Commission staff Deleted: . Deleted:

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Ohio Cultural Facilities Commission National Underground Railroad Freedom Center1st Quarter 2011 Meeting Page 1 of 10 

Project Analysis and Staff RecommendationNational Underground Railroad Freedom CenterCommission Assessment Team: Tony Capaci, chief analyst and Amy Rice, chief project manager 

National Underground Railroad Freedom Center 50 E. Freedom WayCincinnati, Hamilton County

Facility and Project Sponsor Information

ExecutiveSummary: The National Underground Railroad Freedom Center (“Freedom Center,”

“NURFC,” or “the Sponsor”) is a museum that explores a range of freedomissues. The center offers lessons and reflections on the struggle for freedom  andfeatures three pavilions celebrating courage, cooperation, and perseverance.

The state appropriated $15.5M to the Freedom Center which opened in Augustof 2004. The Commission previously approved $14.65M of the funding, whichhas been reimbursed. Under NURFC’s current operating structure, sustainabil ityis an issue. The Commission is holding $462K in escrow in the event theSponsor is unable to continue to operate the facility. In May 2009, theCommission authorized a Memorandum of Understanding, spelling out theconditions under which full approval could be granted to the Freedom Center forthe most recent appropriation of $850,000. The MOU contemplates that theFreedom Center will obtain Congressional approval to federalize the facility, andfederal funding will be provided for a portion of the operating costs. NURFC’svision is that the federal government will establish a federal museum and anoversight commission to commemorate the ending of chattel slavery in theUnited States. A discussion draft of this legislation was completed in October2009. Preliminary terms include the “gifting” of the facility to the United Statesgovernment and the United States government, via an appointed board of

trustees, operating the facility in cooperation with the Secretary of the Interior andother federal agencies. The federal legislation has not been approved, but theFreedom Center anticipates that will be approved in 2011. Commission staff

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Ohio Cultural Facilities Commission National Underground Railroad Freedom Center1st Quarter 2011 Meeting Page 2 of 10 

recommends approval of the project contingent on the Sponsor providing the

recommended guarantee and business plan.

Facility Overview: The Center consists of a 160,000-square-foot facility located on the Cincinnatiriverfront that opened in 2004. Features of the facility include a museum,interactive story theaters, computer networking to other Underground Railroadsites, arts and education facilities, and a public forum space.

The Center is owned and operated by the Sponsor, an Ohio nonprofit corporationsince 1995.

Culture Presented: The preservation and presentation of features of historical interest or significance.

SponsorBackground: The Sponsor states, “The mission of the National Underground Railroad

Freedom Center is to reveal stories about freedom's heroes, from the era of the

Underground Railroad to contemporary times, challenging and inspiring everyoneto take courageous steps for freedom today.”

Project Information

Scope: The current appropriation will reimburse the Sponsor for construction expensespreviously incurred but not yet reimbursed (the “Project”). The Project consists ofreimbursing $850,000 on an appropriation awarded in H.B. 562.

Regional Support

Matching ResourcesThe Sponsor demonstrated a minimum of non-state matching resources equal to at least 50 percent ofthe total state funding of $15,500,000 (a minimum of $7,750,000). Matching resources were

substantiated in November 2008. On October 9, 2001, Substantial Regional Support was confirmed bythe Commission in resolution R-01-26. The following table is provided for informational purposes.

Amount

$0

$0

$0

$0

$0

$34,000,000

$0

$4,500,000

$12,000,000

$0

$0

$50,500,000

$7,750,000

Federal Government

Site Valuation

Other

Total Matching Resources

Minimum Match

Irrevocable Written Pledges

In-Kind Contributions (up to 50%)

Operating Endowment

Private Contributions

County Government

City Government

Source

Cash-on-Hand

Funds Already Expended on Project

 

Deleted: p

Deleted: ¶

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Ohio Cultural Facilities Commission National Underground Railroad Freedom Center1st Quarter 2011 Meeting Page 3 of 10 

Funding Model 

Old Adjustments New

Funding 

State funding 15,500,000$ -$ 15,500,000$Cash on hand - - - 

Private contributions 63,000,000 - 63,000,000 County government - - - City government 6,000,000 - 6,000,000 Federal government 22,200,000 - 22,200,000 

Available funding sources 106,700,000   -  106,700,000  

Other (future investment income)1

11,650,000 (11,650,000) - Total funding sources 118,350,000$ (11,650,000)$ 106,700,000$

Project 

Construction and soft costs262,633,000$ (30,095,954)$ 32,537,046$

Exhibits 17,660,000 - 17,660,000 Fixtures/furnishings/equipment 2,790,000 - 2,790,000 Pre-opening expenses (other) 32,761,000 - 32,761,000 

Project cost approved by Commission 115,844,000  (30,095,954)  85,748,046  

2004/2005 Operating def icit (other) 1,900,000 - 1,900,000 Total project budget 117,744,000$ (30,095,954)$ 87,648,046$

1Due to the bond settlement transaction, the future investment income projection was never realized 

2 The original estimated construction cost was adjusted to reflect the value of the building used in the audited financial staements 

 Amount Substantiation

$15,500,000$0

$63,000,000

$0

$6,000,000

$22,200,000

$11,650,000 $7,750,000 not substantiated

$106,700,000

$117,744,000

Total Funding Sources

Total Project Budget

Cash-On-Hand

Private Contributions

County Government

City Government

Federal Government

Other (future investment income)

Source

State Funding

 

The Project is complete and was previously funded as indicated in the table above. However, twosignificant events have since transpired affecting the value of the project. The first is that the

consortium of banks settled $47M bond debt in exchange for $24M held in investments (a secondposition lien on the facility was held as collateral; the lien has been released)The second event is that,appurtenant to GAAP, because the asset’s value is ‘impaired’ management wrote down the carryingvalue of the facility from $78M to $32M at FYE09. Therefore when analyzing the funding for the

Comment [CB1]: Added to show that theis fully funded with the changes that have oc

Comment [kf2]: Will need to add some n

explain how they arrived at full funding and

the recent changes noted later in our analysis

Should we change the explanation in

“Substantiation?” Should we add a second c

showing the calculation explained in the note

Deleted:

Deleted:

Comment [kf3]: Have NURFC provide w

they have on the lien release, we’ll then have

review it.

Comment [kf4]: Need to confirm lien rel

NURFC – ask for written confirmation or ck

website for property liens.

Comment [t5R4]: Chris and I have revie

recorder’s website and to be honest it is not

to what liens are in place. I will request the provide us proof of release of the liens but

rely on Tom Rocco’s opinion of title. (mayb

should get him going on this earlier rather th

since it may be involved)

Deleted:

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Ohio Cultural Facilities Commission National Underground Railroad Freedom Center1st Quarter 2011 Meeting Page 4 of 10 

project, staff reviewed a completed project valued at $32M without any debt and calculated that the

project is fully funded.

Project Need

Commission staff analyzed the Sponsor’s financial statements, including the following:

• internally generated financial statements for year-to-date September 30, 2010 ("YTD10")

• audited financial statements for fiscal-years-ending December 31, 2009 and 2008 (“FYE09”and "FYE08")

• five-year pro forma

Statement of Financial Position Summary

YTD10 % Change FYE09 % Change FYE08

ASSETS:

Current Assets

Unrestricted 3,248,185$ 9.21% 2,974,206$ -61.47% 7,718,885$

Restricted -$ NC -$ NC -$

Long-Term Assets 32,639,131$ -16.09% 38,897,769$ -62.27% 103,096,322$

TOTAL ASSETS 35,887,316$ -14.29% 41,871,975$ -62.21% 110,815,207$

LIABILITIES:

Total Current Liabilities 618,721$ 0.58% 615,126$ -42.85% 1,076,256$

Total Long-Term Liabilities -$ -100.00% 27,000,000$ -41.30% 46,000,000$

TOTAL LIABILITIES 618,721$ -97.76% 27,615,126$ -41.34% 47,076,256$

NET ASSETS:

Unrestricted 33,357,286$ 147.29% 13,489,393$ -78.44% 62,563,238$

Temporarily Restricted 954,643$ 27.72% 747,456$ -35.33% 1,155,713$

Permanently Restricted 956,666$ 4683.33% 20,000$ 0.00% 20,000$

TOTAL NET ASSETS 35,268,595$ 147.38% 14,256,849$ -77.63% 63,738,951$

TOTAL LIABILITIES AND NET ASSETS 35,887,316$ -14.29% 41,871,975$ -62.21% 110,815,207$

Solvency:An organization is solvent when assets are greater than liabilities. The Sponsor is solvent because net assetsare positive (YTD10 total assets are $35.9M; total liabilities are $0.6M).

YTD10, the Sponsor had no debt; therefore, a viability ratio was not calculated.

Liquidity:Liquidity relates to availability of, access to or convertibility to cash. A test of liquidity is current ratio (currentassets divided by current liabilities), which indicates how many times over the entity can pay its currentliabilities with its current assets. (Note:  Restricted current assets were not used to calculate the current ratio because they generally are not available to service current liabilities. Including restricted current assets in the calculation could have the effect of artificially inflating the current ratio.) A current ratio of greater than 1:1 is

considered acceptable. YTD10 % Change FYE09 % Change FYE08

Current Ratio 5.25 8.58% 4.84 -32.58% 7.17  

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Ohio Cultural Facilities Commission National Underground Railroad Freedom Center1st Quarter 2011 Meeting Page 6 of 10 

Revised - Private Support Escalating

FYE11 FYE12 FYE13 FYE14 FYE15

Total Revenues (net of capital income raised) $ 3,816,900 $ 3,870,000 $ 4,523,000 $ 4,627,000 $ 4,731,000

Federalization Revenue $ 750,000 $ 3,000,000 $ 3,000,000 $ 3,000,000 $ 3,000,000

Total Expenses (net of capital expenses) $ 5,665,400 $ 5,722,000 $ 5,779,000 $ 5,837,000 $ 5,896,000

Pre-Depreciation Surplus/(Deficit) $ (1,098,500) $ 1,148,000 $ 1,744,000 $ 1,790,000 $ 1,835,000

Depreciation $ (3,325,576) $ (3,325,576) $ (3,325,576) $ (3,325,576) $ (3,325,576)

Post-Depreciation Surplus/(Deficit) $ (4,424,076) $ (2,177,576) $ (1,581,576) $ (1,535,576) $ (1,490,576)

Revised - Private Support Flat

FYE11 FYE12 FYE13 FYE14 FYE15

Total Revenues (net of capital income raised) $ 3,613,900 $ 3,364,000 $ 3,964,000 $ 4,015,000 $ 4,066,000

Federalization Revenue $ 750,000 $ 3,000,000 $ 3,000,000 $ 3,000,000 $ 3,000,000

Total Expenses (net of capital expenses) $ 5,665,400 $ 5,722,000 $ 5,779,000 $ 5,837,000 $ 5,896,000

Pre-Depreciation Surplus/(Deficit) $ (1,301,500) $ 642,000 $ 1,185,000 $ 1,178,000 $ 1,170,000Depreciation $ (3,325,576) $ (3,325,576) $ (3,325,576) $ (3,325,576) $ (3,325,576)

Post-Depreciation Surplus/(Deficit) $ (4,627,076) $ (2,683,576) $ (2,140,576) $ (2,147,576) $ (2,155,576)  

Footnote: According to the sponsor, if legislation approving federalization is passed prior to September 30, 2011, $3M will be remitted by the federalgovernment to the Freedom Center immediately. For purposes of the pro forma, Commission staff reported the federalization income on the accrualbasis and recognized only three-twelfths of the projected remittance in FYE11.

The consortium of banks that previously held the debt for the Freedom Center have exchanged $47M inlocal bond debt for approximately $24M the Freedom Center was holding in investments. The differencebetween the amount owed and the amount paid must be shown as revenue. This is a one-time gain and isnot operating revenue. The net result of the bond settlement is an extraordinary gain of approximately $24Min YTD10.

Also material to the Freedom Center’s financial position is the adjustment of the carrying value of thebuilding on the FYE09 financial statement. The previous building balance of $78M in FYE08 was written

down to $32M in FYE 09 as a result of FAS 144, the GAAP pronouncement applicable to  Accounting for the Impairment or Disposal of Long-Lived  Assets . 

Additionally, the Freedom Center continues to operate at a deficit, as is evidenced by a pre-depreciation,pre-extraordinary gain, operating deficit of ($670K) at YTD10, a pre-depreciation loss of ($3.9M) at FYE09,operating deficits in previous years, and the Sponsor-prepared pro forma indicating pre-Federalizationlosses exceeding ($1.8M) for the out years. The Commission staff believes that the Freedom Center is indanger of not continuing as a going concern unless federalization is realized.

Federalization would result in the Facility being gifted to the Federal Government (free and clear of anyliens, including the Commission’s current lien on the facility), and the U.S. Government would operate themuseum commemorating the ending of chattel slavery in the United States.

According to the sponsor, if federalization takes place, the Freedom Center expects to receiveapproximately $3M/year in operating revenues on a permanent basis, enabling the Freedom Center to

generate operating surpluses starting at $1.15M for each twelve month period beginning with October 1,2011, the start of the next Federal fiscal year. According to the Sponsor, the most updated informationcurrently available indicates that Senator Sherrod Brown supports the legislation that was discussed in draftform in October of 2009, and the Freedom Center management is optimistic that the legislation will be

Deleted: observes

Comment [kf6]: Did the Auditors make t

statement or is it our staff opinion? Identify

opinion this is.

Comment [t7R6]: It is our opinion howe

raise a good point.. if NURFC were to have

12/31/10 audit there is a good chance (in my

opinion) they would not get an unqualified “

opinion. They may get a qualified opinion b

going concern issues. I think it would be

unreasonable to require a 12/31/10 audit bef

February meeting but we may want to consid

requiring the freedom center get from their a

special management report attesting the goin

concern issue prior to the February meeting.

me know your thoughts.

Comment [kf8]: We need to examine wh

this is possible, given that we put “old” bond

the facility.

Comment [CB9R8]: TC and I discussedfirst lien is a requirement in the “old” bond

documents, then this will be an issue.

Comment [t10R8]: We included a cond

approval requiring bond counsel opinion on

of liens.

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Ohio Cultural Facilities Commission National Underground Railroad Freedom Center1st Quarter 2011 Meeting Page 7 of 10 

passed. The Sponsor anticipates “that the funds would be received in the [fourth] quarter of 2011, if [it is]

successful in getting the language signed and passed prior to [September 30, 2011].”

Even if the effort to secure federalization is successful, there remains a challenge in meeting operating cashflow needs until such time as the Federal funds are received. A review of the liquidity position calls intoquestion the ability of the Freedom Center to meet its obligations in the first quarter of 2011 and beyond.Commission staff requested and reviewed a Sponsor-prepared cash flow schedule that starts in the fourthquarter of 2010 and ends at the fourth quarter 2011. The cash flow assumes Commission funding of $850Kin February of 2011 and indicates positive cash balances until federalization is anticipated to take place inOctober of 2011, at which time the Freedom Center would possibly receive $3M in federal funding.

In reviewing the projected cash flow Commission staff notes projected operating cash outflows aresignificantly less than recent actual operating costs shown in the prior year audit and the YTD financialstatements. The projected decreases are due to cuts in fundraising and professional lobbying expenses. Inresponse to inquiries as to how projected fundraising cash inflows will be achieved when cutting fundraisingexpenses, the sponsor responded that they hired a new director of development, which should enable the

Freedom Center to cut fundraising costs while achieving their fundraising goals. The Sponsor’s responseregarding the impact of cutting professional lobbying expenditures before federalization is secured: thelobbyist will be working pro bono. In order to achieve the positive cash balances as indicated by theprojected cash flow, fundraising cash inflows must continue to be realized at a level which has only recentlybeen accomplished, as indicated by the year to date financials, but which is substantially higher than yearspast. In evaluating the Freedom Center’s ability to achieve the fundraising cash inflow, Commission staffnotes the Freedom Center and new director of development must contend with a challenging environmentfor fundraising, including an uncertain economy, possible donor fatigue, and the effect the write down of thebuilding may have on potential donor enthusiasm. Also, the fundraising outlook may be influenced positivelyby certain factors including the effect the bond settlement has on donor perspective as well as the prospectof federalization. Commission staff concludes that, there remain formidable uncertainties regardingachieving the fundraising levels necessary to create the projected positive cash balances.

In formulating its recommendation, the Commission staff observes that only one alternative is available topotentially enable fulfillment of the overall goal, which is to enable the Freedom Center facility continue to

operate. Since operating costs have been cut drastically in years past and cannot realistically be cut muchfurther, and because operating revenues have historically been insufficient to cover costs, it appears thatthe most promising alternative is federalization as contemplated by the Sponsor. Commission staffcalculated the dollar amount of outstanding bonds allocated to the Freedom Center to be $7.4M as ofOctober 2010 out of $14.7M. The outstanding bonds will be paid off by the state over the next 10 years.These calculations do not include the $850K currently being considered for approval by the Commission.Commission staff evaluates the risk to the state as ‘high’ if the sponsor were to stop operating in 2011.Therefore, the alternative of not approving the Commission funds and thereby exacerbating a very difficultfinancial position may lead to closure of the Freedom Center before federalization can be approved.Approval for the $850,000 Project appears to be necessary to keeping the Freedom Center open while theycontinue to pursue federalization.

However, Commission staff recommends such an approval only conditionally, to eliminate any additionalrisk. Commission staff recommends the Commission approve the Project contingent on execution of aguarantee in an amount equal to the current appropriation of $850,000. John Pepper, a founding board

member of the Freedom Center and Chairman-emeritus of Proctor & Gamble has agreed to sign theguarantee. Such a guarantee would ensure the Commission is not placing the new state funds at risk; inaddition, this contingent approval reduces the state’s risk associated with $14.5M of appropriationspreviously approved because the Freedom Center will have time to continue to seek federalization.Commission staff also recommends the Commission require a business plan, approved by the Freedom

Comment [kf11]: Is this both a positive

negative factor?

Comment [t12R11]: I believe it can be

as both a positive and negative factor howev

the fact their fundraising has increased I am

as a positive factor as viewed by their curren

donors.

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Ohio Cultural Facilities Commission National Underground Railroad Freedom Center1st Quarter 2011 Meeting Page 8 of 10 

Center board, with fallback arrangements in the event the Sponsor-prepared cash projections prove

infeasible.

The Commission holds approximately $460K in an escrow fund for a “management transition” in the eventthe Freedom Center is unable to continue to operate. The escrowed funds would be used to pay costs ofheating, cooling, insuring, and securing the building until such time as another organization could beidentified to operate the building as a cultural facility.

Finally, noteworthy for the Commission’s deliberations regarding the Freedom Center, is the apparentFederal requirement that the Facility be free of all liens in order for Federalization to take place. Thiscriterion would require the Commission to release its first lien position on the facility at the point in timewhen the federal government commits to providing operating funds. The Commission may be prohibited, bythe bond documents pertaining to the bond money which funded the original appropriations ,from releasingits property interest in the facility. Therefore, Commission staff is recommending the Sponsor be required toprovide an opinion from nationally recognized bond counsel on this issue.. Also, prior to releasing the liensthe Commission will have to weigh the benefit of maintaining a first lien position without federalization

against the benefit of gaining federalization and releasing the first lien position. Staff believes at this pointin time the best probability of the Freedom Center continuing to provide culture for the next fifteen yearsrequires the funding which federalization will secure. As stated previously, it appears that the lower riskalternative at this point in time is to approve the release the state funds in exchange for a guaranty in anequal amount. The issue of the release of the first lien position on the facility is a decision for a future pointin time. 

A review of the Sponsor’s solvency, liquidity, leverage, change in net assets and pro forma indicates it ismarginally likely the Sponsor will be able to operate the Facility and present culture to the public over asustained period of time in accordance with Section 3383.07 of the ORC.

See Exhibit E for a summary of the Sponsor’s financial statements.

Provision of General Building Services

Although experienced in the provision of general building services at the Facility, the Sponsor hasmarginal financial capacity to continue providing general building services at the Facility. Inanticipation of the Sponsor completing the proposed Facility transfer to the federal government,Commission staff conditionally confirms the Sponsor continue to provide these services as permittedby section 3383.07 of the ORC.

Approval of the Project and Authorization of the Expenditure of Funds

Appropriation History: Appropriation

NameBill

NumberAppropriation

DateG.A. Appropriation

AmountComments

NationalUnderground

Railroad FreedomCenter

Am. Sub.H.B. 562

6/24/2008 127 $850,000 Funding this project.

NationalUnderground

Railroad FreedomCenter

Am. Sub.H.B. 699

12/28/2006 126 $2,000,000 Funded construction of thefreedom center.

Deleted: The release of property liens

Deleted: s

Deleted:

Deleted: ascertaining the release of the

not a violation of the bond documents

Comment [kf13]: Not sure I understand

point. First lien position is different from ho

the property interest required by the bonds.

Comment [kf14]: Delete?

Deleted: The future release of the statelien position at the time of federalization approved by the Commission in May 200

Comment [kf15]: I don’t believe this is

accurate recital of what was approved. I bel

was a point for future negation. We need to

this situation further.

Comment [CB16R15]: TC reviewed the

and there is NO indication that approval to r

the first lien concurrent with federalization w

granted by the Commission.

Deleted: .

Formatted: Left, Right: -0.44"

Formatted: Font: 11 pt

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Ohio Cultural Facilities Commission National Underground Railroad Freedom Center1st Quarter 2011 Meeting Page 9 of 10 

NURFC H.B. 16 5/4/2005 126 $4,150,000 Funded construction of the

freedom center.National

UndergroundRailroad Freedom

Center

H.B. 675 12/13/2002 124 $4,000,000 Funded construction of thefreedom center.

NationalUnderground

Railroad FreedomCenter

Am. Sub.H.B. 640

6/15/2000 123 $3,500,000 Funded construction of thefreedom center.

NationalUnderground

Railroad FreedomCenter

Am. Sub.H.B. 850

3/18/1999 122 $500,000 Funded construction of thefreedom center.

Cincinnati RiverfrontDevelopment

Am. H.B.748

9/17/1996 121 $166,668 Architectual fees andcontinuing development

work on the freedom

center.Cincinnati RiverfrontDevelopment

Am. H.B.748

9/17/1996 121 $333,332 Funded construction of thefreedom center.

Total $15,500,000

Recommendation: The materials submitted by the Sponsor were reviewed and analyzed, and theCommission chief financial analyst, chief project manager, and executive director recommend approval ofResolution R-11-06, the approval of the Project and authorization of the expenditure of funds, subject to thefollowing conditions:

•  The Sponsor provides a guarantee by John and Frances Pepper in conformance with theCommission’s standard form guaranty document, guaranteeing the $850,000 appropriation; TheGuaranty will include, but not be limited ot the following reasons justifying release of theguaranteed funds:

1) Failure to attain Federal legislation by December 31, 2011 that provides for

the federal government to be responsible for the Facility and to providesufficient operating subsidies to ensure future operations of the Facility,satisfactory to the executive director of the Commission in her sole discretion;

2) Failure to achieve the Sponsor providing to the Ohio Public FacilitiesCommission (the “OPFC”), the Treasurer of State and the Commission anopinion of nationally recognized bond counsel, acceptable to the Treasurer ofState, and addressed to the OPFC, the Treasurer of State and theCommission, stating that the financing structure, ownership and/oroperational/management structure will not a) adversely affect the validity ofthe state-issued tax-exempt bonds; and b) will not adversely affect theexclusion of the interest on the state-issued tax-exempt bonds from the grossincome of the holders of the state-issued tax-exempt bonds for federalincome tax purposes;

3) Failure to achieve the new financing structure, ownership and/oroperational/management structure for the project and sponsor organization isacceptable to the Commission executive director, in her sole discretion;

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color: Black 

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Deleted: ¶Appropriation Name

Deleted: c

Deleted: a

Deleted: E

Deleted: D

Formatted: Not Highlight

Deleted: XX

Deleted: acceptable to the Executive Dat her sole discretion

Formatted: Numbered + Level: 1 +Numbering Style: 1, 2, 3, … + Start at:

Alignment: Left + Aligned at: 0.5" + In0.75"

Comment [kf17]: Why this hard date if t

able to raise funds otherwise to stay in busin

Comment [kf18]: This was not in the st

guaranty document we sent to John Pepper.

guaranty can be called in for defaults under t

CUA. we can’t change the guaranty docum

this point in time. Are you proposing these

conditions of default for the CUA amendme

Formatted: Numbered + Level: 1 +Numbering Style: 1, 2, 3, … + Start at: Alignment: Left + Aligned at: 0.5" + In0.75"

Comment [kf19]: This was not in the st

guaranty document we sent to John Pepper.

guaranty can be called in for defaults under t

CUA. we can’t change the guaranty docum

Comment [kf20]:

Comment [kf21]: ditto

Formatted

Comment [kf22]: This was not in the sta

guaranty document we sent to John Pepper.

Formatted

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Ohio Cultural Facilities Commission National Underground Railroad Freedom Center1st Quarter 2011 Meeting Page 10 of 10 

• The Sponsor provides a business plan, approved by the Freedom Center board of directors,

addressing the necessary steps the Freedom Center will have to undertake in order to meet thepotential needs should the sponsor prepared projected cash flow positive balances not be met;

•  [The Sponsor provide opinion from Nationally Recognized Bond Counsel regarding release of thefirst lien as required by federalization and currently held under the base lease with any potentialconflict involving the bond documents.

Commission Actions This Meeting:In Resolution R-11-06, the Commission is asked to do the following: confirm need for Project; confirmsubstantial regional support; confirm the provision of general building services; approve the project andauthorize the expenditure of funds, pending certain requirements; and authorize the execution of legalagreements.

Chief Analyst Chief Project Manager

Executive Director

Exhibits

□ A Provision of Culture

□ B Detailed Project Budget

□ C Facility Project Info

□ D Project Team Resumes and qualifications

E Financial Statements

□ F Evidence of Local Match

Deleted: we need to research whether release our first lien position should theFreedom Center obtain the federal legisl

Comment [kf23]: Seems to duplicate an

above?

Formatted: Indent: Left: 0.75", No bunumbering

Deleted: XX

Comment [kf24]: Add resolution #

Comment [AR25]: Added

Deleted: determine

Comment [kf27]: Confirm? Also ck ear

references to determine vs. confirm

Comment [AR26]: Confirm for all noted

Deleted: determine

Comment [kf28]: Confirm? Also ck earl

references to determine vs. confirm

Deleted: determine

Comment [kf29]: Confirm? Also ck earl

references to determine vs. confirm

Comment [kf30]: Mark the correspondin

Comment [AR31]: Noted

Formatted: Indent: Left: -0.69", Hang0.19", Picture bulleted + Level: 1 + Alig0" + Indent at: 0.25"

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Page 9: [1] Deleted Lex Leonard 12/ 13/ 2010 11:42:00 AM

AppropriationName

BillNumber

AppropriationDate

G.A. AppropriationAmount

Comments

NationalUnderground

Railroad FreedomCenter

Am. Sub.H.B. 562

6/24/2008 127 $850,000 Funding this project.

NationalUnderground

Railroad FreedomCenter

Am. Sub.H.B. 699

12/28/2006 126 $2,000,000 Funded construction of thefreedom center.

NURFC H.B. 16 5/4/2005 126 $4,150,000 Funded construction of thefreedom center.

NationalUnderground

Railroad FreedomCenter

H.B. 675 12/13/2002 124 $4,000,000 Funded construction of thefreedom center.

NationalUnderground

Railroad FreedomCenter

Am. Sub.H.B. 640

6/15/2000 123 $3,500,000 Funded construction of thefreedom center.

National

UndergroundRailroad FreedomCenter

Am. Sub.

H.B. 850

3/18/1999 122 $500,000 Funded construction of the

freedom center.

Cincinnati RiverfrontDevelopment

Am. H.B.748

9/17/1996 121 $166,668 Architectual fees andcontinuing development

work on the freedomcenter.

Cincinnati RiverfrontDevelopment

Am. H.B.748

9/17/1996 121 $333,332 Funded construction of thefreedom center.

Total $15,500,000

Page 9: [2] Comment [kf19] Kathy Fox 12/ 14/2010 8:32:00 PM

This was not in the standard guaranty document we sent to John Pepper. The guaranty can be called in for defaults

under the CUA. we can’t change the guaranty document at this point in time. Are you proposing these asconditions of default for the CUA amendment?

Page 9: [3] Formatted tonyc 12/ 14/ 2010 10:06:00 AM

Numbered + Level: 1 + Numbering Style: 1, 2, 3, … + Start at: 1 + Alignment: Left + Aligned

at: 0.5" + Indent at: 0.75"

Page 9: [4] Comment [kf22] Kathy Fox 12/ 14/2010 8:33:00 PM

This was not in the standard guaranty document we sent to John Pepper. The guaranty can be called in for defaults

under the CUA. we can’t change the guaranty document at this point in time. Are you proposing these as

conditions of default for the CUA amendment?

Page 9: [5] Formatted tonyc 12/ 14/ 2010 9:56:00 AM