Special Foundation Council Meeting
June 18, 2008 at 10:30 a.m.

A Special Foundation Council meeting was called to discuss one important motion, the leasing of the Arco Iris building as a temporary venue. The meeting was announced by email to all members who were invited to attend and comment on the proposal.

In attendance: Anayansi Menendez, Jim Stroup, Erin Ross, Jack Bute and Jerry Hedrick.
Absent: Jeff Simon, Stephanie Brockman

Jim Stroup, Vice President conducted the meeting.
Sandi Stephens volunteered to take notes for the minutes of the meeting.

Members in attendance: Dave Ross, Victoria Van Pelt, Mary Speer, Jim & Shirley Maffitt, JoAnn & Garn Harward, Kent McNaughton, Sandi Stephens and Yolanda Wettengl.

Sandi read Anayansi’s motion (see attachment) that the BCP should meet with the Fair Commission and propose a lease that contains the following elements:

1. BCP would have a written lease and legal right to occupy and manage the building for a period up to 5 years.
2. BCP will make improvements to the building that are desired by the Fair Commission and make the building suitable for our use.
3. BCP will be responsible to calendar all activities during its occupancy period and to promote maximum use of the building by the whole community.
4. Use charges earned through events will be dedicated towards building repairs and improvements.
5. BCP will commit $5,000 toward building repairs and improvements and commit to raise an additional $5,000 from the community sponsors and fundraising events.
6. The Fair Commission will have use of the building during the usual December to January Holiday & Fair events.

Anayansi explained why there is a need for a new venue:

1. BCP productions have outgrown the size and utility of Snoopy's.
2. While the advantage of 'free rent' is a real benefit, we need to obtain a more permanent venue suitable for a larger audience and a greater variety of events such as dinners and dancing and musical events. Arco Iris is unused by the Fair Commission for approximately 10 months of the year.
3. A mutually beneficial lease is possible and should be explored.

Jim called for discussion by the Council and each member offered their viewpoint and concerns.
Jerry noted the minutes of the May meeting which state that the Council unanimously agreed that a lease of Arco Iris would be a good possibility for BCP.
Anayansi discussed the renovations that the Feria Commission would like to see in the future for Arco Iris. She had plans available and had arranged to have the building open for inspection after the meeting.

Council member Erin Ross raised the following concerns regarding the Motion as written:

The amount of $$ in this motion is significant...do we need to be offering that right away? That is approximately half of our treasury. And we need to be very careful with the Memberships $$. Jack Bute stated that we needed to bring something concrete to the meeting so that they would know that we were serious. He then said that the $5000 is to be in lieu of monthly rent? Erin pointed out that this was not clear at all in the motion.

Erin asked “Does BCP really want to take on the "business" of running an event center. And what will that cost us in terms of management costs, accounting, and insurance liability”? Most of the council felt it was worth the expense due to being able to bring a venue to the Community to use. Costs for these expenses would be factored in as we get farther along.

Erin stated, that another venue spot has been suggested by a member. And asked if the venue seekers intended pursue that? The response from Jerry was “Of course. We will continue to explore. But right now this looks like our best option so lets get started.”

Erin asked for clarification “The $5000 is to be construed as a Thousand $$ per 10 month lease. per year. Is that right? Since the Feria will use the space in Dec and January? She was informed that this is correct.

Erin brought up the fact that a new board would be elected in August and how would these affect things? Jerry responded that the new Council will need to honor a contract if it has been settled by then. More likely there will still be ongoing negotiations for the New Council to address.

Erin reminded the meeting that most of us have gone over budget as we do construction. We need to be very careful here. Jack Bute felt the work could be simple, materials and perhaps labor could be donated by local businesses since it benefits the local community as well. He and Anayansi said the Feria Board has no money to put into the building and our help would make a win/win situation.

There was a suggestion that if a new Government official tried to cancel our agreement we should have a penalty clause written in the original contract.

Jack reminded everyone that this document was not the lease itself but only a beginning move that gave the negotiating team the permission of the Council to contact the Feria Board for a meeting to discuss a lease.

Jerry and Anayansi also assured everyone that our Foundation attorney would examine and approve of the lease agreements.

Finally, the membership of BCP would be asked to vote to implement the lease.
Jim asked for comments from the members attending the meeting. All of the members were allowed to offer their ideas and concerns. The following is our best effort to characterize the comments:

Jim Maffitt: Is there an early cancellation provision and an extension right to go beyond the 5 years? Is the $5,000 prepaid rent?
Answer: We can ask for the lease provisions; yes the improvement money is prepaid rent.

Victoria: Do we keep our event earnings? Answer: Yes, the building operation & rents will have to have a separate accounting. Nothing changes for BCP in that what we earn for events is our operations capital.

Is the building fund impacted? Answer: No, that money is set aside; the Arco Iris venue, rent by improvements, will be funded from our operating capital.

Mary Speer: This is an opportunity to develop a closer relationship with the Municipal government & to integrate with the native Boquetenos.

Kent McNaughton: Could they break the lease? What if the politics change? Answer: Anything can happen, just as there could be a change in BCP leadership desiring this venue; we could have a penalty clause to offset our loss if the lease is broken. The legal contract makes default both difficult and undesirable.

Dave Ross: Who has control? How long? A 10 month lease? That is unusual. Answer: We want to manage the building and schedule the events except for the 2 months covering Holiday season, graduation and the feria. Yes, 10 months of control each year, then turn it over to the fair commission. The fair commission would have the requirement to return the building in same condition we left it in, i.e. paint and repairs made due to damage during the fair use.

Are there separate electric meters? Who pays the utility costs? Is 5 years enough time? Answer: We will find out about the electric meters, and expect to pay our own utilities. We don't know if 5 years is enough, but it is better than what we have now.

Victoria: Can you ask for more extensions? Multiple 2 year extensions? Answer: Ana said a 5 year lease is standard here and sometimes 1 or 2 one year extensions. We can ask.

Dave Ross: What about security for our stuff? Answer: We will have to improve security at the building and protect our theater stuff, it is very difficult now with little security where we are.

Erin Ross: What about the acoustics? It has a high ceiling. Also, is our budget at all realistic? Answer: The improvements they want would cost upwards of $60,000, we do not have contractor estimates, but we can do a lot of the simple basics that will make this a much better venue.

Victoria: We need a Marquee, a big sign announcing where we are, write that into the lease. Answer: Good idea.

A roll call vote was taken.

Anayansi Menendez: Yes Erin Ross: Yes; Jack Bute: Yes; Jerry Hedrick: Yes. Stephanie Brockman by e-mail vote: Yes. (documented).

Jack, Jerry and Anayansi said they will begin to pursue the lease and commence negotiations.

Discussion by the Council noted that the Arco Iris rental acquisition will be a business venture and will be run as such. It has potential viable rental income from many sources and with some minor upgrades can be a better venue for both BCP and community events. This venue's location is perfect for bringing the community's cultural mix together and will be as much for the community as for BCP. Jim Stroup commented that this is an opportunity we must pursue. Another opportunity of this sort will be a long time coming. It becomes even more valuable when the bridge is completed.

Jack talked about he plans the Fair commission have for long-term renovation could cost as little as $25,000 to more than $70,000. This is one area that the negotiating team will attempt to find compromise.

Members were invited to walk over to look at the inside of the Arco Iris building.

The meeting was adjourned at 11:16 a.m.

1 Attachment: Motion to Lease Arco Iris

-----ATTACHMENT 1-----

MOTION TO LEASE ARCO IRIS
June 18, 2008

BACKGROUND:

BCP productions have outgrown the size and utility of Snoopy’s. While the advantage of “free rent” is a real benefit, we need to obtain a more permanent venue suitable for a larger audience and a greater variety of events, such as dinners and dancing and musical events. Arco Iris is unused by the Fair Commission for about 10 months of the year. A mutually beneficial lease is possible and should be explored. Therefore:

MOTION:

I move that the BCP propose a lease to the Fair Commission that contains the following elements:

1. BCP would have a written lease and legal right to occupy and manage the building for a period up to 5 years.
2. BCP will make improvements to the building that are desired by the Fair Commission and make the building more suitable for our use.
3. BCP will be responsible to calendar all activities during its occupancy period and to promote maximum use of the building by the whole community.
4. Use charges earned through events will be dedicated towards building repairs and improvements.
5. BCP will commit $5,000 toward building repairs and improvements and commit to raise an additional $5,000 from the community sponsors and fund raising events.
6. The Fair Commission will have use of the building during the usual December to January Holiday & Fair events.

Submitted by:

Anayansi, Special Events Director

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