Cincinnati Waldorf School Minutes of a Meeting of the Board of ...

Cincinnati Waldorf School
Minutes of a Meeting of the Board of Trustees
June 10, 2012
Board members in attendance: Maria Schade, Sarah Singer-Nourie, Peter Kennedy, Jack
Michael, Evonne Morales, Bill Cordray, Colleen St. John, Art Mergner, Fred Annexstein,
Christine Masur, Jenna Sizemore (arrived about halfway through the meeting), Chris Evans
(via phone call)
Absent: Nicole Gunderman, Tammy Duvall, Dick Alexander
Guests: Carmy Malora, Lydia Kelley, Cathy Driscoll, Lori Kran, Karen Crick, Chris Green,
Luke Schelly, Chris Sekely (arrived about halfway through the meeting)
Call to Order: Sarah Singer-Nourie called the meeting to order and explained that although
this is the official board meeting for June, the focus of the meeting would be on exploring the
decision to bid at the auction for the Dale Park School in Mariemont. All other business will
be postponed until the next board meeting.
Sarah summarized the steps that have been taken thus far, and that are planned for the next
few days:
1. A preliminary site visit was conducted on Thursday, June 7. Many faculty and board
members attended.
2. There will be a meeting with the mayor of Mariemont on Monday, June 11. Sarah,
Christine Masur, and Jack Michael plan on attending.
3. A second site visit is planned for Tuesday, June 12
4. The auction is on Thursday, June 14
The question to discuss today is are we submitting a bid on Thursday, and if so, how much
should we bid There are two other known potential bidders: another school, and a
developer looking to create senior housing.
Finance Committee: Art Mergner and Maria Schade distributed a building purchase proposal
that they drafted this week.
Jack Michael interjected to update the group on his conversation with the Rudolf Steiner
Foundation. He has contacted the foundation and sent them CWSs financial reports from the
past two years, plus a packet with photos of the Dale Park School. Jack has not discussed the
situation in depth with RSF because he wanted to be sure to speak the will of the group.
Art resumed the presentation of the purchase proposal. He explained that as the treasurer of
the board, his role is to protect the finances of the school, and explained that the proposal that
has been drafted does contain some risk. Art also made clear that although the cash
situation at the school has been steadily improving, the school does still have some year-toyear
borrowing, so the cash situation is not yet ideal.
Art reminded the board that our rent at Little Flower is truly just maintenance costs, and not
actually rent (Little Flower is not making any money from the CWS lease). CWSs current

udget does not have much room for maintenance of a building on top of a mortgage. There
is, however, time to work on the 2013-2014 budget, since the school would not move prior to
this school year.
On the other hand, Art recognized how moving CWSs location could attract more tuition
revenue, particularly since we have the capacity to add students to most of the grades. If we
were to go forward with the purchase of the Dale Park School, we would be wagering that
future enrollment would be better than current enrollment.
Turning everyones attention to the proposal, Art explained that we could bid up to $1.2
million for the building. A 10% down payment (which is what is required by the Conditions
of Sale outlined by the Mariemont school district) would be $120,000. The proposal outlines
the source of the down-payment as the following:
-$30,000 CWS money market account (permanent home fund)
-$50,000 Line of credit
-$25,000 2011-12 remaining contingency (dont pay off Turner Farm loan)
-$15,000 2011-12 Remaining contingency or reduce the 2012-13 contingency
(or a combination)
A 20-year, 5% loan was the basis of the numbers. This scenario would add roughly $10,000
to CWSs yearly expenses. A balloon mortgage scenario was not explored.
The group then brainstormed other ideas for the financing of the purchase of the proposed
building. Chris Green explained that the South Meadow property could be used as collateral.
This would save on the cash needed up-front, and would allow CWS to hang-on to South
Meadow until it can be sold at a higher value.
Art explained that the proposal he and Maria came up with also takes South Meadow into
account, but in another manner. In their proposal, the book value of South Meadow
($387,000) was used as a sale price for the property that could give CWS a safety blanket
for 4 ½ years, giving the school time to build enrollment. In this scenario, CWS does not get
to hold-on to South Meadow, and we assume that a buyer would come forward because of
the bargain price (South Meadow is currently listed with Anchor Properties for $900,000, and
has been listed for about one month). If the South Meadow land is used as collateral instead,
the advantage is that it can be monetized immediately, irrespective of a buyer.
Sarah reminded the group that the possibility of a loan or grant from the Rudolf Steiner
Foundation still exists.
Members of the board offered comments and concerns regarding the purchase of this school
building:
-A fire sale of the South Meadow property is not a very attractive option
-How do we handle the probable 1 to 2 year dip in enrollment that is likely to follow
any move
-Although the sellers only require 10% down, many lenders will require more
(possibly 20%). If this happens, how do we come up with more money for the
down payment
- Could using a line of credit as part of the down payment be seen as a negative
by lenders

-Could the line of credit be used instead to cover moving and operational costs,
and collateral from the South Meadow property be used as part of the down
payment
-Is $1.2 million too high an offer Reducing our offer to $1 million would reduce
the servicing costs by about $15,000 per year. The Superintendent of Mariemont
schools indicated that its not about the highest bidder.
-How does the bid process work Is it a closed bid, or a paddle auction The
Conditions of Sale document provided by the school district is not clear. (The
group agreed to seek the answer to this question before Thursday).
The board chose to not make at decision at this moment, but to revisit the topic at the end of
todays meeting.
Facilities Committee: On behalf of the Facilities Committee, Evonne Morales handed out a
summary of the 2008 building assessment provided by the Mariemont School Board. It is
important to note that some new maintenance problems may have arisen since the 2008
inspection. In fact, it is now know that one boiler is out-of-service, the gym roof is leaking,
and some toilets are missing from restrooms. She ran through each of the categories in the
building assessment and highlighted which areas need immediate attention (boiler
replacement, roof repair, possibly the sewage lift station and grinder pump, additional fire
extinguishers and egress lighting), which areas can be anticipated to require attention in the
near future (masonry and lintels, plumbing, areas of roofing), and which areas are in
satisfactory condition (the structure, most finishes, the fire alarm system).
Overall, she characterized the building as an older building that needs some attention, but is
not in shambles. She expressed concern over the possible cost of heating the building (a
board member will call Duke Energy this week and find out), and of the ongoing
maintenance projects and maintenance surprises that arise from old buildings.
The board then discussed the building further.
-Christine Masur stated that she would really like faculty input at the walk- through
scheduled for Tuesday regarding proposed space-by space usage of the building.
-A board member suggested that Parents and Tots and Nursery may have to be
offered exclusively at Meshewa in order to allow enough room for all the other
programming at the Dale Park school building.
-A board member expressed concern over the air quality at the lower level of the
building and thought this should be tested.
-Connie Michael was not in attendance, but it was reported that she had located a
suitable space for Eurythmy.
-A board member commented on how nice the amount of natural light was at the
Dale Park building, even on the lower level.
-Another commented on the strong community in Mariemont, and the possibility
of using community spaces such as the adjacent chapel, or even spaces in the
community center.
The discussion then shifted to the outside of the building and the surrounding site. The
property is small (.88 acres), comprising the land under the building and the sidewalks
around the building. Sarah expressed the need to have a clear conversation with the Mayor on
Monday expressing our desire to use the parking lot and adjacent park spaces. It was

suggested that we could show the mayor photos of our current natural playspace, as well as
photos of the playspace at Cincinnati Nature Center, and talk about how our school could
contribute such a space to the larger Mariemont community. Members of the board offered
questions and comments:
-Dick Alexander inquired via email, Would Mariemont put conditions on the
increased traffic caused by the drop-off of the children via individual cars rather
than school buses
-When the gravel parking lot next door is returned to greenspace, could we explore
having Mariemont locate the Teeball field further away from the school building
-Regarding parking, a board member reminded the group that parking at the Derby
facility was limited, and that street parking was utilized.
-A board member mentioned that they were told that the Mariemont Junior High
students have used the hill behind the chapel for sledding.
-Since the Mariemont community tends to be older, would a senior housing facility
be more welcome in the community than a school
-Mariemont currently does not have any non-public schools. Is this intentional,
and would they not want a private school in their community On the other hand,
our school is small, and therefore not too threatening.
-Having the main campus near Meshewa allows us to leverage our effort at
Meshewa. The EC students at Meshewa could feed into a grades school in
Mariemont more easily than across town in Mt. Airy.
Open for Discussion and Questions by College:
-Karen Crick began by stating that a move toward the east side of town would likely improve
enrollment in the long run, but we should anticipate a dip for a year or two.
-Carmy Malora emphasized having a plan/proposal for the green space adjacent to the
building while that space is still a torn-up lot, and before Mariemont converts it back to
greenspace. She also stated that there are several public parking lots nearby that can be used
for festivals or school events.
-A member of the College asked how we could better identify the cost for the work that
needs to be done on the school building, and what our plan is to phase that work and pay for
it
-Lori Kran, who just taught the third grade shelter block, wondered how much we would be
able to build such projects on the City-owned greenspace Perhaps more projects would have
to be indoors, or perhaps they could be at Meshewa.
-Chris Sekely emphasized the need to have a licensed kitchen.
-Lydia Kelly underscored the importance of the decision to purchase a building, and
suggested that the board consider not voting on it today, and to wait for more information
from the meeting with the Mayor.
-A college member stated the need to have budget scenarios with different enrollment
projections.
-How much will it really cost to fix the broken boiler, do some plumbing and electric work,
and determine the air quality of the lower level The picture of how much risk is involved is
still foggy.

-Luke Schelly expressed concern over the amount of work needed at the Dale Park School
building, and estimated approximately $1.76 million dollars of work over the next several
years. He also reminded the group that we would need to pay a full salary for a facilities
maintenance employee, while at Little Flower we share that expense with the parish.
-A college member stated that we really ought to have a lawyer look at the condition of
sale document and determine whether there is a due diligence period, or whether the
property is sold as-is. Because we have a very short timeframe to review the situation, a
generous opt-out clause would be important.
Closing: There was some angst expressed over the schools dilemma: we know that we have
to move (we cannot lease at Little Flower forever), but a move always carries some risk. It is
difficult to find a perfect building and location, and is this one good enough With our
recently decreasing enrollment, will CWS be in a worse position to purchase a building a few
years from now
The board came up with a list of action items/ questions to answer before Thursdays auction:
1. Get an attorney to review the materials we have been given regarding the auction.
Determine the time allowed for due diligence.
2. Identify what facility problems have occurred since the 2008 report
3. Look-up recent heating costs for the building
4. Look more closely at the costs to renovate over the next 5 to 10 years
5. Talk to the Mayor about CWSs use of the surrounding land (parking and
greenspace). Clarify our wishes.
6. Look-up what moving costs were incurred in our move to Little Flower.
No vote was held. The board will reconvene Tuesday, June 12 th at the school, at 6:30 p.m.
Respectfully submitted, Evonne Morales