EOTEC - Minutes

Date: 
Fri., Mar. 10, 2017

Present were Board Members Byron Smith, Ed Brookshier, Vijay Patel, Larry Givens, Dan Dorran (via phone) and Don Miller. Also present were Heather Cannell, Amy Palmer, Holly Lambert, Jade McDowell of the East Oregonian, and members of the public.

Chairman Byron Smith called the meeting to order at 7:02 am.

Meeting Minutes

Ed moved and Don seconded to approve the meeting minutes from the regular Board meeting on February 24th.  Motion carried unanimously.

Fair Lease

Byron walked through the highlights of the Fair Lease.  Umatilla County Fair (UFC) will have exclusive use of the premises for three weeks before and two weeks after the week of the Fair for 50 years.  UFC will also have use of the premises for the Fair Appreciation Dinner and the Fair Court Appreciation Luncheon.  UFC will have the use of two offices, access to the storage area, and use of the EOTEC Board Room for monthly meetings and more frequent as the fair gets closer.  In the period sixty days before and 30 days after the fair, EOTEC will request prior written consent to schedule a concert.  Rent is set at $10,000 per year (open to re-negotiation in the first five years of the contract) and allows for rent credit on improvements made to be agreed upon prior to work being done by both EOTEC & UFC.   The lease requires UFC to pay all utilities and all real property taxes assessed during fair week.  The premises includes the 20-acre unimproved parcel for parking.  The rest is standard lease language, both sides are required to have insurance.  UCF can sublease but not assign lease.

Vijay asked about EOTEC responsibility for damage if fair is using EOTEC building.  

Byron pointed out that the EOTEC building is listed in the lease as part of the “premises” in contract.

Ed moved and Vijay seconded to approve the Fair Lease.  Motion carried unanimously.

Rodeo Lease

Byron stated the rodeo lease has similar terms as the fair lease.  The main difference is it is only for fair week. The competitive window on the arena is 90 days to lease arena before and 30 days after.  $10,000 rent with credit to be pre-approved by EOTEC.  Rodeo will pay utilities during the fair week. The arena will be named “Farm City Pro Rodeo Arena.  A question of clarification was asked about the naming language and potential sponsorships.

Vijay stated he is not in favor of the name “Farm City Pro Rodeo” and questioned who sponsorship monies would go to from Rodeo sponsors, the rodeo or EOTEC? It was clarified that any year round sponsorship of the arena would come to EOTEC and not the Rodeo.

Ed moved and Larry seconded approving the lease with additional language added to the agreement, Section 3.3 “Any revenue from naming rights will go to EOTEC.”  Motion carried unanimously.

Organization Chart

Byron presented the EOTEC Organization Chart for approval.

Dan stated he would like to see a further clarification of language under the EOTEC Board’s responsibility to “Adopt Budget”.  Dan suggested “Adopt and Oversee Budget.”

Ed agreed that it is a valid point, that it needs to be said the Board is an active participant in the budget process, not passive.

Don stated the EOTEC Board will need to address this structure each year.

Larry stated it is known by the Board and the Commissioners that as EOTEC finishes construction, the organization structure will potentially change and this is a good start.

Vijay moved and Larry seconded to approve EOTEC Organization.  Motion carried unanimously.

Amendment 5 to Frew Contract

Byron reviewed this amendment and that it is coming as a recommendation of the construction subcommittee.  Byron stated the amendment clarifies the relationship between EOTEC & LRS, cleans up responsibilities between FREW and Knerr Construction.

Ed moved and Don seconded to approve Amendment 5 to FREW contract.  Motion carried unanimously.

Acceptance of Assignment of Knerr Contract

Byron stated the assignment consists of FREW assigning duties and EOTEC assuming duties of the FDG-Knerr Subcontract.  Byron’s review of the five bullet point comments is that the assignment cleans up responsibilities and the change in duties.  The compensation package is reduced and represents a cost savings.

Don moved and Ed seconded to approve the Acceptance of Assignment of Knerr Contract.  Motion carried unanimously.

Budget & Fiscal Reports

Amy presented the EOTEC Monthly Event Report, a draft EOTEC Event Outlook report and the February Financial Report.  The Outlook report was well received and the board requested to see the Event Outlook report on a quarterly basis.

Ed moved and Larry seconded to accept all financial reports.  Motion carried unanimously.

Amy also presented a Budget Calendar for the Board’s approval and Proposed Budget Adjustments.  The Board reviewed the budget calendar and requested a change to the budget committee meeting to receive the budget, hear public comment and approve budget from May 26th to May 19th.  The budget adjustments would keep the same amount of monies, while moving $15,500 from the current operations temporary labor budget to events expenses to properly account for event expenses.

Ed moved and Larry seconded to direct Amy to make the budget adjustments.  Motion carried unanimously.

(Don exited at 7:37am)

Fundraising

Byron stated the capitalization of money with Banner Bank will occur in April.

Hoteliers/Marketing

No report.

(Don returned at 7:40am)

Barn Report

John Eckhardt with Knerr Construction reported they are progressing well.  Knerr has found value engineering that saved time and agreed to work overtime to get back on schedule. Metal buildings are being delivered today, they are moving forward on commons area, money has been found to complete the road up to the site and landscaping activities are moving along.   John stated Knerr is back to their original schedule despite the winter weather and will be ready for the fair.

Rodeo Report

Carl Hendon from Hendon Construction reported that vertical walls are poured, tops of slabs will be finished in 2-3 weeks and work on the bleachers will begin directly after that.  Carl reported progress is moving along nicely with no hiccups.

Byron thanked both Carl and John for positive updates.

Governance

Byron stated the Neighborhood Meeting went very well.  The biggest issue raised was the issue of water and our wells.  The neighbors are concerned about their wells having enough water if the same source is used for EOTEC.   Byron stated EOTEC will continue to consider other sources for irrigation options.  

Byron stated there were 10-12 neighbors present and Ed stated Board participation was good.   It was agreed upon at the meeting that a second neighborhood meeting will be held after this year’s fair and rodeo events.

Operations

Heather stated things are running smoothly.  They are continuing to find a way to resolve the problem with an odor in the bathroom before finalizing building completion.

Heather presented the For Profit and Non-Profit Lease agreements for events held at EOTEC.  The main differences between the two contracts include the base rental rate for the Great Room and no cost-recovery fee for non-profits.  

Dan stated that we still do not have a clear definition of what a non-profit is and would like to have the Board clarify the definition.

Byron stated we can approve these lease contracts today and the EOTEC Board will do an actual definition of non-profit at the next board meeting.

Ed moved and Vijay seconded to approve both the Private or For Profit and the Non-Profit lease contracts.  Motion carried unanimously. 

Public Comment

A question was asked about the timing of the perimeter fence going in?  Byron answered it will go in next week.

A question was asked about what does FREW actually do?  Byron answered FREW provides monthly reports on the status of the master project budget, including cash flow projections, maintains accounting records of work performed by contractors, implements procedures for payments and reviews amounts due to contractors monthly.

Mike Kay said on behalf of the Farm-City Pro Rodeo, he thanked EOTEC for their help and support and the Rodeo is excited to work with EOTEC on this new property.

Next meeting

The next regular meeting will be on Friday, March 31st, @ 7:00 am at EOTEC located at 1705 E. Airport Road, Hermiston.  Byron noted he will be absent and requested Ed or Dan conduct the meeting.

Adjourned- at 8:08am.


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