Event:2024/08/20 Delegates

Omni Delegates' Meeting - 20 August 2024 6pm-9pm

Meeting Details

• Talk at https://omnicommons.org/meet or 515-428-1108 (PIN: 465814905)
• Type at https://omnicommons.org/notes
• Send proposals to consensus@lists.omnicommons.org prior to the meeting
• Someone should go check incoming mail RIGHT NOW.

Roles

• Facilitator/s:
• Stacktaker:
• Timekeeper:
• Notetaker/s: Paige
• Next meeting's facilitator(s):

Delegates

• CCL: Patrik
• FNB: Toan
• LL:
• SMAC: Ruby
• SM: Daniel
• SR: William
• Quorum (2/3 of active groups):

intros

BRIEF INTROS MAY INCLUDE: name, pronouns, groups you're in, land you're on, if you're a delegate, unmet access needs, meeting roles you'd like to help with, discussion topics or proposals to add to agenda, announcements/updates/report-backs from your groups, safe space issues or updates PROMPT people to share contact info in the chat, so we can stay in touch

Check for mail for Omni

Who volunteers to go check if there's mail for Omni right now? This agenda item is part of the meeting notes template.

Christina / CALLI contact

Christina asked us whether or not we can waive the attorney/client privilege to discuss property tax issue. Do we approve this?

• SL: I can also discuss the issue with them. It's possible that I am more up to date re situation?
• Board resolution authorizing her to share client information (property tax info) with CALLI. Reasonable to do because they are agreeing to take on this property tax situation. And represent CALLI if she wants to - we waive the conflict of interest.

CCL/Patrik yes SR/William yes FNB/Toan yes SM/Daniel yes SMAC/Ruby yes

CALLI Purchase Agreement and leases

• Patrik - any back and forth will add a week, because they have to get back to their board?
• Jesse - I think there's a difference from wholesale changes and refinements
• Toan - is there enough time if delay for week?
• Jesse - better not to. I think its putting the cart before the horse. I think proper way to go through is approving purchase agreement now, then getting to leases
• Yar - thing we are agreeing to now is just a timeline, that still requires hammering out the leases by Aug 30
  • Jesse - correct. When you do PA, there's always things still left to be worked out - contingencies. Here as I understand, there will be no finance or inspection contingencies - but the leases are the key contingency. We need to figure out the standard parts of the lease for all groups, then CALLI would go back and forth with each individual group to fill in the blanks. The whole package of those approved by then would be signed. For each group it would be different, i.e. for Free Store. Who is fiscally sponsored, and the situation with CC needed to be defined. Purchase Agreement I wrote up could be signed tomorrow, my guess is we haven't sent this to them yet. Once we send a copy, they will mark it up, oon’t expect this to be final. Lease work can happen at the same time that the purchase agreement is negotiated. If leases done before Aug 30, great, but there needs to be a deadline
• Yar - I am hearing that major decision to agree is Purchase agreement
• Jesse - I recommend we first go off of Ojan's email, then go through the Purchase Agreement. Would be great to
• Jesse - [going over email] they will be buying the building for the amount due on foreclosure plus taxes. Will put funds in by Sep 1 (sunday...may need to be changed because its a weekend), closed by the 5th. Want title insurance. I don't know what Sarah has sent, but it helps you to disclose as much as you can. Things I added to that that I think would be reasonable: They included "any fees incurred". My doc is clear they are paying all closing costs, also 1) my bill 2) safer DIY debt. if any other debts, let me know, because no time after this.
  • Yar - theres Christina also
  • Jesse - yes, great idea. She should be added
• Yar - what needs to be done to agree to the purchase agreement?
• Jesse - It’s 25 pages, key points are figuring out purchase price - closing costs, dates on there, and talks about the leases. Long leases for all groups except Free Store. Might make sense to have SR under old entity, and free store under the current.

• Patrik - which collectives have a security deposit?
• Jesse - Sarah said there were two about $2k each
  • SL: CCL & SR - transferred from Old Omni
• Jesse - in terms of negotiating these leases, they may ask groups to pay security deposit. That may be reasonable. Alternative is you move to another place, where they will also ask this. I dont think this is what should stop the deal.
• Patrik - did want to point out that Ojan responded about "lesser of 5% and CPI", initial reaction is that it would not be workable. Maybe CPI + 1%.
• Jesse - better to have CPI involved in it than straight 5%. Arguing less than CPI is hard argument. If you can agree CPI or CPI + 1, much better. Involved with another project that had 5%, seemed reasonable in 1994, but now regretting it.
• Patrik - also ask to delay rent increase until roof is fixed, and they say amenable to that
• Jesse - maybe we should pause on the Purchase agreement, then

• Jake - CC wants to formalize the downstairs area becoming part of sudo, and she would be stewarding it. For the lease with Sudo Room going forwards, then we would want that space downstairs, and realize it would include higher rent. Seems like everyone wants to do that
• Jesse - I think it still makes sense to have two leases, so you could stop renting one space and still rent the other. That's one way to go. Would have to look at the maps, if its really a CC thing vs a Sudo thing, you would want to make it easy to separate
• Jake - but also maybe SR could figure out how to manage space down there even if CC left
• Jesse - whole Omni doesn't need to decide what Sudo is doing, it needs to be a lease that works for CALLI and that group. Can be a little bit different.
• Yar - I would not support SR expanding into more space, if it came into consensus I would try to block it.
• Jesse - I want to say this is a question for each group and CALLI, not Omni has a whole. Focus on Purchase agreement, get that thing done.
• William - I suggest we get an idea of what CC and people there want to do. I think they should just directly talk to CC.
• CC - I talked to Ojan earlier today, just saying at the time for insurance purposes, umbrella'd under SR at this time, with future ability to become separate thing. If fiscal sponsorship comes for our group, there's a lot of money on the table for us to start.
• Yar - SMAC has expanded into most of the basement, are you hoping to steward all of it?
• CC - yes whole area SMAC was utilized, including screenprinting and jewelry making. Right now just me steward for all of that, but other people are coming on board to help me. There is funding for it that is long term. Financing made available recently, so wanted to make a proposal out to SR this week.
• Paige - why does it need to be absorbed into SR, instead of just being fiscally sponsored like other groups?
• Jesse - before they would all have own leases. If fiscally sponsored, you would need a sponsor. Right now Omni has all these delegates and meetings. I'm thinking, with a 34 year lease - will there be all this organization in the future to sponsor this? With these leases, makes sense to be a standalone. Really if SR doesn't like that, you could do it a different way. But right now people go to these meetings because of ownership. If you don't own it, will this structure work? Why would CCL and FNB want to put in effort to go to these meetings for SR? Other reason for old dormant nonprofit, don't know about liabilities that could come up for existing nonprofit. Since these leases are 34 years, really valuable, why don't we just put it into a nonprofit that doesn't have these contingent liabilities? Highest level of safety that way. From EB PREC point of view - I don't think they care one way or another. Free Store, if that's the last one - then they can take over the current omni nonprofit. Its a temporary lease, so risking less because the asset that nonprofit has is less weighty. I'm not trying to doom the free store, and I dont think CALLI is either
• Yar - free store is a luxury, not a priority, just trying to exist without impacting Omni's ability to exist.
• Patrik - should talk about hours of operations. I think we gave wrong impression. They suggested 7am-8am, while a lot of things happen after 8pm. Hoping we can extend it to midnight.. But I would prefer that people are out of building after hours of operation.
• Jesse - I still think it would be good to have a vote on the purchase agreement first. But hours should be added to lease form. Original document is from you.
• Jesse - Omni Oakland Commons is the old nonprofit (Omni Commons current), you could change to Sudo Room, could probably file an amendment tomorrow.
• Jesse - Sarah has made sure tax forms are filed. But we don't know who is on the board. Who is on the board, and what those bylaws say should also be a Sudo Room discussion. By Aug 30, to be clear, you need to be working on lease first - that is binding.
• SL: Jake is President, Phil McDonald is also on the board and two people who are inactive, plus Jenny
• SL: I made a do-ocractic decision to add active sudo room members for this purpose
• Jesse - key point of the purchase agreement - selling it below market rate to continue your mission. Also need to understand that they will probably come back with changes. Moving forwards fast will be the best chance to get a good result.
• Yar - my main concern still is this will give Sudo Room more space despite harmful things they have done
• Paige - it is nice that Ojan sounded open to letting it split at a later date.
• Jesse - If you get to the next 10 days, and can't agree to leases, you could certainly not sign the deed over to them, then it would not close. I will put some additional language in about that scenario - then you are at last minute, and I don't think you would have time for plan b. Might be deciding at that point between leases and losing the building
• Patrik - if any groups refuse to sign a lease, CALLI could potentially call it off, but they don't have to?
• Jesse - middle position, CALLI could sign with groups it wants to. They could do with some not all. Or they could cancel the whole deal. The question is -- I guess I should include something to let you cancel the deal unless all leases are signed. But again, that's a right with not much umf behind it - its "we don't agree but we are going off a cliff". Discussed last week, I don't like the idea of a trust fall. But this deal is being dictated by circumstances beyond my control to contract around. I.e. When Patrik brought up thing about hours, they expressed want to come to a workable agreement.
• Cere - does this agreement include a buyout?
• Jesse - that wasn't discussed at all. Last week I said you have the option of going into foreclosure and splitting the money. That could be better, I don't know.
• Yar - we have already had plenty of groups leave, and they never got a buyout. Don't see how this is different.
• Daniel - seems like good faith with Jesse, I think we should keep trying to get to the point of approving this.
• Jake - to be clear Jesse is a professional and has to answer all your

Decision to approve the Purchase Agreement

• CCL/Patrik yes, SM/Daniel yes, SR/William yes, FNB/Toan yes, SMAC/Ruby yes

• Ruby - I am a yes to going through with the purchase, but we want to see an accountability process form post this agreement
• Patrik - that should be in included in building rules. We should ask them how they deal with interpersonal conflict at their other projects
• Toan - I met with Ojan before this meeting, and they expressed openness to working with us. Didn't want to come in and change a lot since they are new to the building. So I think it is better if we work with them, also in terms of accountability. I have my trust with them. I think there will be friction in time
• Yar - I do trust EBPREC.
• Patrik - lease does include that lease holders are responsible for behavior of their members and guests - can be "good cause" for canceling a lease! Would be good to ask to see a copy of building rules for some of their other properties.
• Jesse - I started with your draft. If you have building rules now, I would suggest including those. I don't have that, would be helpful if you sent me that. My idea - first idea is to get standard terms right. Like utilities, common areas. Then send out with all the blanks about rent example. Will fix now with rent increases paused til roof is repaired.
• Paige - lease already allows
• Yar - I would like to not entrench hours into lease
• Jesse - I think it is in your interest. If important to your mission to stay open late. If volunteer org, most people working during the day. I would put in your make or breaks. More things you leave up to them, more you could be unhappy with them later.
• Yar - allow the tenants to determine its hours. Omni's culture has included these late night hours. I think it should give maximal control of the groups for operating hours. Lots of orgs allow unrestricted access. Might require
• Toan - I think they just brought this up for safety concerns. Also for their management, they need to inform them how late someone will be.
• William - can have a few people designated to know how to close the building. Dont know if worth getting into these details now
• Daniel - Marc was insistent about having 2 ballroom events per year.
• Yar - should we put something in there to advocate long term renters. Should be clarity if they can continue during this transition phase
• Patrik - I dont think we should get too into the way of event management
• Jesse - they seem fairly aligned, but have boundaries, they want to be ones making these decisions. I think we can ask for some of these things to be determined. Also begs questions, how that works, what structure. I thought the ballroom was clear was they will run it, but anyone can rent ballroom on same terms as anyone else renting it
• Patrik - I dont know which groups have been doing events in the ballroom.
• Toan - Ojan mentioned that people can rent through their group
• KO - we have limited funds to host __ Brown in September. Put on hold for this conversation.
• Patrik - would much rather negotiate on a smaller rent increase than having regular access to the ballroom.
• William - 24 hour big to me
• Patrik - not amenable to that.
• Paige - might be different when access control setup. If they have cafe in front, don't want people messing up commercial space.
• Yar - property manager could approve the list. difference between rented space and commons space. 24 would to be in rented space
• Patrik - personally I would prefer not having 24/7 access, can secure better. Also prevent people sleeping here
• Yar - dont see how building open past midnight changes this.
• William - I think we could mandate 24/7 given we have access control for our individual spaces, and a member is always there for that group.
• Patrik - when is it ok to have visitors, and when ok to have events to the public.
• Yar - and what do those even mean in context of the lease. Are these lease going to flesh this out - member vs key card member vs.. Or just left to be determined. Lease to include inalienable rights, not to be taken away later.
• Jesse - yes usually dont get into those micro-details. Would just list when you could operate. Hard to know what they will agree to. Could ask for 24/7 access. From my point of view, if they are operating the building, if well thought out idea, they could say no if not in the lease, but they can also say yes. They might say yes in advance to 8-midnight, but not to 24/7 access. Some industrial leases where its clear you need that, but here the common areas, there's no separate access, so that's why they would be saying that they don't want to give you 24 hr access. I think tomorrow come back with suggested changes for base lease. Then groups can fill in the blanks.
• Patrik - is 15% increase doable?
  • William/SR yes Daniel/SM yes Toan/FNB yes, Patrik/ CCL just making rent right now. Hoping roof repair would attract more members. SMAC area/ $1200->$1380 yes

5% increase

• Patrik - existing leases had 3%. 5% well above inflation rate. Their core mission to prevent pricing people out
• Ruby - rent control anywhere from 2% to 3%
• CC - reward, if you make all your payments, next year you get incentive
• Patrik - they pushed back against lessor of CPI or 5%. But could try matching to CPI
• Paige - reads Ojan email
• Jake - remember that we are working towards the same goal. We are arguing with ourselves in that Ojan is on the same team. Also we have no other option
• Patrik - sure but need to know where they are.
• Yar - and this lease will exist longer than we will be here. Reason we cant just assume good faith, because it exist longer than both current parties
• Patrik - 2058 I think would be when we will be renegotiating them

• Paige - timeline for figuring out the overall lease questions?
  • Patrik - ASAP over email with Ojan

Free Store

• Yar - not sure if free store set up to take over the nonprofit
• William - thought Omni might be a useful thing to organize together to talk to our direct contact with CALLI. Could be useful things
• Patrik - mission will be different if managing building
• Yar - EB PREC will be renting to other groups, will they want to join Omni?
• Patrik - EB PREC has an owner group. Could become something like that
• Patrik - could also be our means for dealing with interpersonal conflict.
• Paige - would both scenarios work out?
• Patrik - could use remaining omni funds to support the free store. Something to figure out later I think.

SL: or use remaining funds to subsidize rents for collectives that have actually paid into Omni... rather than a project which might no longer exist depending on how event spaces are tenanted. It's rarely open and it generates dumping. But I trust that PREC will use good judgment and be thoughtful about it.

utility measuring

• Jake - I have a lot of solar installation measurement devices. Several actual meters that
• William - cool but I think metering plan is good as is in the lease document
• Patrik - code required if submetering done to determine leases
• Jake - the one I have would meet that requirement
• Yar - might use your equipment but they would do labor
• Patrik - generous as is at 50%. We did some quick math and estimated it would be 100 per month estimated for CCL and we are using the biggest amount of space. Last bill was $34k in utilities. I expect we all will pay higher if metered. CCL offered to submeter in the past because of how we use more energy. Also, we are trying to push back on initial rent increase if we are imagining we will pay more in utilities
• Yar - Only paying more until there’s the solar panels…
• Daniel - SM not using much energy now
• Yar - would be interesting to look at the server rack, might be some waste going to that
• Patrik - if server rack doing a service to whole building, doesn't make sense for that all to be charged to you.
• Daniel - SM, the server and rack we have, let's pretend we leave in a year. What happens to this infrastructure, do we leave it behind there? Just putting that out there, might be collectives in similar situation where they share things, and if they takes those out it would affect the building.
  • William - can work that out ahead of time with you
  • Patrik - Also other things in building, bunch of dollies i.e., that might go to ownership to CALLI afterwards.
  • Jesse - that's one of the blanks remaining, not sure how it would be used. Bill of Sale but also assignment of property.

authorizing Paige to sign purchase agreement

• Jesse - would be great to recommit something like this. In a perfect world, by friday have purchase agreement signed.
• Jesse - authorize Paige to sign purchase agreement and make amendments if both 1. amendments circulated to omni groups, and got 2. majority of them approve in email.

No objections

timelines

• Toan - encourage you to meet one on one in person with Ojan. I feel like they are open to our comments on the lease, and are patient. But the more we delay, we will just keep finding more concerns. For me, its not a compromise to go forward with EB PREC. Not something we are settling for

Todo

• Next meeting thursday
• Jesse sending Purchase Agreement tomorrow
• thinking and working on the leases

End of Meeting

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