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2000-959-Minutes for Meeting October 02,2000 Recorded 10/19/2000VOL: CJ2000 PAGE: 959 RECORDED DOCUMENT STATE OF OREGON COUNTY OF DESCHUTES *02000-959 * Vol -Page Printed: 10/20000 10:46:05 DO NOT REMOVE THIS CERTIFICATE (This certificate constitutes a part of the original instrument in accordance with ORS 205.180(2). Removal of this certificate may invalidate this certificate and affect the admissibility of the original instrument into evidence in any legal proceeding.) I hereby certify that the attached instrument was received and duly recorded in Deschutes County records: DATE AND TIME: DOCUMENT TYPE: Oct. 19, 2000; 4:48 p.m. Special Meeting (CJ) NUMBER OF PAGES: 23 ,* � 0.- ,6.1 � MARY SUE PENHOLLOW DESCHUTES COUNTY CLERK KEYP NC D OCT'0 2000 MINUTES EXECUTIVE MEETING OF MEMBERS OiRO OCT 19 PH 4: 48 DESCHUTES COUNTY FAIR BOARD,�;tSLr: f: pf_1.:' BOARD OF COUNTY COMMISSIONERS COUNTY CLERK AND REPRESENTATIVES OF THE MEDIA MONDAY, OCTOBER 2, 2000 DESCHUTES COUNTY ADMINISTRATION BUILDING 1130 NW HARRIMAN ST., BEND David Bishop, Chair of the Deschutes County Fair Board, opened the meeting at 7:10 p. m. Present at the meeting were David Bishop, Don Miltenberger, Lee Smith, Jim Diegel and John Leavitt; Greg Lynch, Attorney for the Fair Association; Deschutes County Commissioners Linda Swearingen, Dennis Luke and Tom DeWolf. Also in attendance were Mike Maier, County Administrator; Rick Isham, County Legal Counsel; Barney Lerten and Anne Aurand, representatives of the media. BISHOP: I am inviting Commissioners and others, as they can be a resource; and this meeting is called under Executive Session having to do with real estate. LUKE: The Board of Commissioners is not meeting in Executive Session, as it is not posted. ISHAM: With three of you here, it could be a meeting of the Board of County Commissioners as well. You can meet in regular session while the Fair Board meets in Executive Session. The media is here and can report, as it is an open meeting. BISHOP: (To Greg Lynch) Greg, were you invited? Minutes of Meeting: of Representatives of the Fair Board, Page 1 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 LYNCH: I thought I was. Do you not want me here? How are you going to work out a relationship with the Deschutes County Fair Association if their representative isn't here? BISHOP: I think we have a lot more ... Let me get a general consensus of the Board. Do we want Greg here as a resource? (A general discussion ensued.) BISHOP: I guess the answer is "no" at this point. Perhaps you can wait and read the newspaper. LYNCH: I'm willing to do anything. Frankly, I'm surprised that I wasn't told that you don't want me or anyone from the Association here to discuss these issues. I thought the issue was to discuss the relationship between the Association, the Commissioners and the Fair Board. This suggests that you have an agenda already, so it makes no sense for me to stay. I want to go on record to say, that's what I believe is going on. So, if that's the way you want to play it. I'll leave, thank you. BISHOP: There is not an agenda. (Greg Lynch left the meeting at this point.) BISHOP: For the record, the invited guests are Mike Maier, County Administrator; County Commissioners Dennis Luke, Linda Swearingen and Tom DeWolf; Bonnie Baker as recording secretary; and Rick Isham, Legal Counsel. The press is also present. I've struggled with this issue, and here we are, past the deadline date. Nobody is here from DCFA, but the old Board - Jim (Diegel) and Don (Miltenberger) - will attest that I described a number of different things when it comes to the contract negotiations and what the new management entity might look like. I think anyone who was at any of those meetings will remember me using the phrase, "taking your gloves off and getting out and duking it out now and getting the tough negotiations over with." I gave caution to this Board and to DCFA months ago, early this year, to no avail. Minutes of Meeting: of Representatives of the Fair Board, Page 2 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 BISHOP: I'm very frustrated by what I perceive - or maybe I am misperceiving - the stonewalling. It's a fact that information has been misrepresented, it's a fact that information has been distorted, and it's a fact that decisions this Board has been asked to do have been affected by deceit. Quite frankly, I am tired of it. I don't know whom to believe and who not to believe. We have a very tough decision in front of us. The Board of Commissioners, acting appropriately and prudently, is making sure we have funding for staff at the Fair and Expo Center. This gives us a window of time, and it's something that we responsibly need to do. We don't need to incur debt without the opportunity to fund it via some mechanism. That being said, I am very interested in each and every one of your positions. I'm trouble by all this; they (the Fair Association) can't even answer something as simple as a question on the Brooks and Dunn concert. Everything is guarded; and not any one of the Fair Association members when asked a question personally would answer it. It appears to me that they have a gag order, and they are not being team players. When they have a very good attorney involved, who has the right spirit in mind, it is very difficult to get things done in a timely manner. In the most blunt sense, if we have people there working the Fair who aren't going to help us and give us information to make this transition smooth, I must ask the question, what are they doing there? We need team players; and we need people who can support the transition, because it is not an easy one; and I'm interested in your thoughts. SMITH: I was very impressed after reading this company profile of SMG Corporation, the professional management group. I am concerned about a process that hires a CEO, who then hires a CFO, and the whole thing begins again from scratch. It will take six months to a year to build an organization. Can you give an estimate of how long it would take to get a proposal? MAIER: I talked with Glenn Mon of SMG last week, and told him I was sharing the information on his company. I have also circulated the information to other individuals, including the City Managers of Bend and Redmond, Gary Peters (Bend Chamber of Commerce), Alana Audette (Central Oregon Visitors Association) and John Costa (Editor of The Bulletin Newspaper), asking them if they could provide any feedback and insight on the organization. I asked them to respond in writing by tomorrow, and have heard from one in writing so far. Minutes of Meeting: of Representatives of the Fair Board, Page 3 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 MAIER: Gary Peters and Larry Patterson (City of Bend) have given me very favorable comments verbally. I got the impression from talking with Mr. Mon that he would come out and make a presentation, perhaps within two weeks, if the Fair Board wants to go that way. SMITH: That would be my recommendation. However, we'll have to consider interim management until a professional takes over. MAIER: Because of the publicity, some individuals have come forward and presented their credentials on their background on this type of facility. Perhaps they should interview with the Fair Board. Lane County may also be able to provide some help for thirty to sixty days. ISHAM: The Executive Session law is to meet with those people involved in a real estate transaction. There are exceptions for interviewing a CEO, but you must have established the criteria for a CEO in a regular session. Likewise, discussions relating to contracted management of the Fairgrounds probably would not fall within Executive Session. The direction of this discussion is not executive session, and you may go over the line. DIEGEL: We could go out of executive session and just have a Fair Board discussion. BISHOP: Can we come back to that discussion after we get done with executive session? ISHAM: You can go in and out of executive session, as fits the subject matter. BISHOP: We have some DCFA employees at the Fairgrounds. Some have changed their employment status as of last week, and some have not. Is it appropriate to talk about this at executive session, as to what to do about their employment status? Minutes of Meeting: of Representatives of the Fair Board, the Fair Association, the Board of County Commissioners and Others Page 4 of 23 Pages Monday, October 2, 2000 ISHAM: There are three areas that arguable apply. One is to meet with those persons who are involved in a real estate transaction. One is to discuss pending threatened litigation. And the other is for the purpose of interviewing a CEO. Discussing liabilities probably would not fall within that unless it is in the context of pending or threatened litigation. There's been some skirting around the edges on this, but I don't think it has been threatened yet. DIEGEL and SMITH: We would prefer open session. We don't have a problem with that. (Others in the meeting agreed.) BISHOP: Very good. David Bishop opened a meeting of the Fair Board at 7:25 p. m. Greg Lynch came back into the meeting at this point. DIEGEL: You started out by asking a Question regarding individuals who are still working for the Association, and where the dollars would come from to make that whole. When I look at it, purely from the business standpoint, this Board has no fiduciary obligation to that issue. That contractual arrangement is between the employee and the Association. If part of our discussion this evening is how the County comes up with funds to sustain payroll, I don't believe that we have that obligation to do so. LUKE: I don't believe we ever had an obligation or even the opportunity to discuss how this would be done. MILTENBERGER: The County's going to have to come up with some funds from somewhere to keep the doors open. Minutes of Meeting: of Representatives of the Fair Board, Page 5 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 DIEGEL: I agree with that, Don. It's a real possibility. We're here today not because this came as a surprise. I am sufficiently irritated that apparently there have been discussions between the Association and the County. As a Fair Board member I have not been involved with that, I've not been briefed about it, and frankly I feel that is inappropriate. I won't be a part of it. The reference this evening that the Fair Board is kind of at the table negotiating items - I have no idea what they are talking about. I don't know about these items. It would be really helpful for me to hear from either County Counsel or the Commissioners what we're talking about in terms of negotiations. BISHOP: I don't have a clue here, either. Much of the information discussed tonight - this is the first time we've heard it. SMITH: We've had a statement of willingness from the County to fund it through midnight Sunday, in order to buy time to make a decision. I can't imagine why we would want to turn that down. I would be willing to make that recommendation. Perhaps by Friday we will be in a better position to make a decision. BISHOP: Is that a motion? SMITH: I would make that a motion. LUKE: I want to be very clear that there was a meeting between Rick Isham and the counsel for the Fair Association. I sat in on that. I didn't even know about it until I got here Friday morning. During the course of their discussion, a question came up that October 1St was Sunday, and there was an event scheduled for Sunday. There are people who are employees of the Fair Association who don't know if they are going to have a job. There is no one on this Commission who has been more supportive of the role of the Fair Board. I do not intend to move down any road without telling the Fair Board. This happened late Friday afternoon, and we had to know what was going to happen on the weekend, so I made a recommendation that the Commissioners would do payroll until next Sunday at midnight. Minutes of Meeting: of Representatives of the Fair Board, Page 6 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 LUKE: The discussions you are having now should have probably happened a month ago. There was no intent on the Commissioners' part to go around the Fair Board. Sometimes you have to make decisions when we're there. I was hoping, and I thought David had been called just after the meeting. I appreciate your frustration. All of us fully support the complete involvement of the Fair Board. You guys are the people we're looking to, and we're most appreciative of your time and energy and willingness to take the heat and still stand in there. DIEGEL: What are these negotiations? ISHAM: I don't think there are negotiations. Greg has overstated the situation. My understanding as of Friday is that I would put together a list of issues - the Fair Board was aware of this - and I assumed once the financial situation was understood, we would go forward in trying to develop a plan. I know there is supposed to be some kind of agreement as of tonight, but without knowing the entire financial situation, an agreement can't be made. Half a million dollars is a big number. I was assuming that as this meeting went on there would be frank discussions, and new issues might arise. Greg and I discussed some issues, but did not negotiate. I make no decisions; my position is to gather information and advise. The Board of Commissioners' role is how big a check to write in conjunction with the Fair Association, in whatever role they have. Ultimately that will come together. As of tonight, we're not ready to agree to anything. Perhaps a working group could be formed. BISHOP: I want to clarify something. I will apologize. We're volunteers just trying to figure out the process, and we've been told that we need to be involved. This is the second time, at least, that we've gone to the Commissioners and told them that we want to be involved. The same thing is true with the Fair Association. If you want us involved, be involved. Minutes of Meeting: of Representatives of the Fair Board, Page 7 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 BISHOP: As early as this morning I was told by staff that I would have to call Rick Isham to get any information. Greg has been very good about open dialogue and the misunderstandings of staff, but if we're pivotal people who are supposed to be in the middle and be involved and partner, be a partner with us and let's move forward. To fund staff through whatever date, that was a prudent move. But we would appreciate no surprises at our meetings. There are some issues that Greg said this is the way it will be as he sees it, and he is entitled to that decision. But he and I differ on some significant issues that haven't even been brought to the table yet. There is not a group in this room that has worked more closely with Elton (Gregory) and Alex (Brander) and the Association on a week to week and month to month basis than this Board. But yet when it comes down to deal making, we're out of the loop. If you want us involved, we need to know. LUKE: Tom (DeWo o said he called you right after that meeting. BISHOP: He called, but all he talked about was covering payroll. LUKE and DEWOLF: That's all we did. DEWOLF: There's a lot of tension. I don't believe there is any malice on anyone's part, and no intention to hide anything or to make decisions without the Fair Board's involvement. As soon as I had that information, I called David right away. There's nothing I heard tonight that is different from what I shared with you. I did not call any of the other Fair Board members. I am buried in this stuff, like you and everyone else. We've got to trust each other that we're all in this together. Sometimes you are going to have information before I do, and vice versa. If I have made some mistakes, I apologize. I'm committed to this working out. DIEGEL: To clarify, there are no negotiations going on outside of the Fair Board's knowledge. Minutes of Meeting: of Representatives of the Fair Board, Page 8 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 DEWOLF: There are none. The only thing that happened was the Commissioners agreed, in order to buy some time, that we would commit to a week. ISHAM: What you committed to was to cover the difference between the income and the expenses for Sunday, and tonight we would discuss the issue of the week. LUKE: As the maker of the motion, my motion was intended to be next Sunday, and that it would be offset by any income that came in. ISHAM: I didn't understand it that way. DIEGEL: So there's no negotiations going on behind the scenes, then. LUKE: There are negotiations going on between Rick Isham and the attorney for the Fair Association. No decisions can be made in those meetings, only information brought back to the groups. DIEGEL: So Rick is acting on our behalf at our direction. I just want to make this clear. LYNCH: I think I told you that no agreements can be made ultimately without the Fair Board's involvement. BISHOP: That is crystal clear. What I don't understand is when there are issues that you've described as this is the way it will be in your opinion. LYNCH: I don't know what you're talking about. Minutes of Meeting: of Representatives of the Fair Board, Page 9 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 BISHOP: Precisely what you've said, you've made the comment that you're not under any circumstances going to support your client of 70 some years being thrown out with the bathwater, tarred and left destitute. I think that's pretty close to what you said. You're not going there at all. In addition, you continued on with some other things. From day one, I've wanted DCFA to be stronger, not weaker, in the future. It's been very difficult to partner with DCFA when we don't get timely and accurate information. SMITH: The motion was to accept the County's offer to cover the difference of the payroll costs and the income until midnight Sunday. Rather, we will ask the County to do that. DIEGEL: I'll call the question. BISHOP: All those in favor, signify by saying "aye". VOTE: (Unanimous ayes) SMITH: I'd like to look at addressing specific issues to see if we can get some of these things resolved. I look at the restructuring of the existing debt, and how we get the creditors paid, those sorts of things. The Fair Board can't bring any money to the table. This is something that will largely need to be determined by the Board of Commissioners if, in fact, we are going to restructure to get these debts paid. We need to solve the immediate problems. It's a separate issue from the long-term management issue. LUKE: The purpose of buying the week's time was hopefully for the Fair Board to come to some kind of decision whether the employees as of midnight next Sunday are going to be yours or you're going to have someone in there managing it, or whether you'll have a separate contract with the Association for another week or two or more. I hope that within the next five days you all will come up with a plan that you want us to vote on. Minutes of Meeting: of Representatives of the Fair Board, Page 10 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 DIEGEL: I agree. We have been talking about doing that for weeks. MILTENBERGER: Can we have an agreement with the Fair Association - to extend the one that is there or write a new one for a week or two, to give us enough time to hire a business manager? BISHOP: I think it is critical to keep DCFA involved. MILTENBERGER: That's how I feel. DIEGEL: I think we've all said that. But it has to be substantially restructured. I agree with you. The sad thing is we talked about this issue months ago. For whatever reasons, here we are. BISHOP: Six or eight weeks ago we framed the issues at one of our Board meetings, and talked specifically about what those issues are. They aren't any different today than they were back then. The core differences are the same. We need to get that agreement between DCFA and us to move. Whatever time line it is - we must get it done. Part of that agreement, in good faith, is stepping up and keeping it a going concern. We can't allow there to be a stopgap. I don't know if we can negotiate a deal, and quite frankly I am quite comfortable allowing Rick Isham and Greg Lynch to negotiate that; as long as when you negotiate the provisions, we are made aware of it prior to a Board meeting. That goes for any strings that are attached to it, so we would have knowledge and have input on it before hand. I don't know what your timeline is. We do need to get there from here. MAIER: May I suggest that you negotiate it, and kind of look at it like a union agreement? Sit down, put it together in writing, and work out the details? This needs to move faster. Minutes of Meeting: of Representatives of the Fair Board, Page 1 l of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 LYNCH: We haven't gotten that far, Mike. MAIER: You have a half million dollars sitting over your head. We need to get this to move along faster. LYNCH: Fine. We're working at it every day, sometimes all day. I am not willing to say at this point - although I would have when I walked out of here earlier - that we're not getting along. I think there's been a lack of communication collectively, and I think there are some misunderstandings. I don't think we can make the quantum leap to disagreeing or not getting along, because based upon conversations we've had earlier, I feel that even though we have some fundamental disagreements on certain issues, we all still have the same ultimate goal. Until such time as I feel we're not getting along, I don't see why we can't just continue the process the way it's going right now. DEWOLF: There's no way a meeting like this is going to resolve anything. My suggestion is the same as it was last Friday, that we have a representative from each entity - Ron's (Nelson) the guy and that's great; and David, you're the guy from the Fair Board, that's great; and from the County, Mike or Marty (Wynne) or somebody who has worked with the budget - get together with the attorneys to work this out. We have to get a supplemental budget before we can do anything at all with this thing. They all need to work things through, then get back to their separate entities. By the end of the week, I need to be convinced that the amount of payroll that goes beyond that is a reasonable amount. LYNCH: That was the understanding I had in respect to talking with Ron about doing hands- on, because he would be able to get a good idea of who is essential and who isn't, and he could give us a credible report within that week. This way we would know what is needed to carry on. LUKE: When is it going to be done? Minutes of Meeting: of Representatives of the Fair Board, Page 12 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 LYNCH: Well, how about tomorrow? If we're all aboard on it. I don't want to go and tell them like I did on Friday, that the Commission, subject to the Fair Board approval, is going to allow us to continue for a week to iron out these wrinkles, and then come here and hear that this isn't the arrangement. If everybody's on board, we'll do it tomorrow. BISHOP: We didn't know what the arrangement was. DIEGEL: I'm comfortable with the period through next Sunday. I'm comfortable with a small group of people coming together to come up with an interim plan, which is really the short game before the long game is decided. And I think from the Fair Board's perspective, or at least from my perspective, I will look to you (Dave Bishop) as the conduit of all relative information. BISHOP: I'd rather keep the whole Board in there. Because Rick knows the framing issues, and knows where we are. ISHAM: In that memo I sent you ... I've always felt that there is a risk in everything falling apart at an interim step without dealing with all of the issues in a single agreement. Because it is very difficult, when you look at the obligations that are continuing, the debts that exist, the management -type issues that have to be addressed, and the options that can be selected in that future management structure, of segregating out any one of those issues and dealing with it, without dealing with the others. In some respects, the power of one issue affects what you are going to receive in the other. That's like when Mike made the example of labor negotiations. I would hope that this isn't like labor negotiations, because we typically would negotiate for six months, but nobody has an agreement until all of the issues are either dealt with or are off the table. You then sign a final agreement. I know that there was a suggestion that we deal with the debts and then we'll deal with everything else. Well, I would assume that the Board of Commissioners would have a little pause to deal with the debt issue, not knowing what you'll get on the other side of that situation. Minutes of Meeting: of Representatives of the Fair Board, Page 13 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 SWEARINGEN: In penciling his out, it looks like just for the nine days of October, we're going to be responsible for $27,000. You have only $1,000 revenue coming in, and you've got $18,000 in payroll and $9,000 in day to day operations. ISHAM: I don't know where you're getting $1,000 for revenue. SWEARINGEN: That's what Dick Donaca's report says. $1,000 for one event. We're talking about one week. What I am saying is that it is critical within the next week we come up with something, since we can't keep writing checks to the tune of $27,000 a week. ISHAM: Basically what you show in October and November is approaching $30,000 in booked revenue to come, each month. They've been operating at $70,000 to $75,000. I saw a list where they have cut some staff, and frankly I made the comment to Greg that I think they need to cut deeper. They didn't cut enough where it would be anywhere close to being covered. December, January and February are going to be a lot worse. SWEARINGEN: Could we just agree to set the work groups up, and cover $27,000 of bills? DEWOLF: From my perspective, I want to know that the books are being controlled by our finance department, assuming that this would be acceptable to the Fair Board. I want to know that no checks are being paid without the knowledge and approval of the County Commissioners and the Fair Board. ISHAM: I don't know if you want to do that, because if you take over the corporation, then you might as well just start paying the bills. If you take over the Deschutes County Fair Association as a corporation, then basically you are that entity. That may, in fact, be an unlawful act. DEWOLF: Then let me ask this (to Greg Lynch). Can we have your word that no bills will be paid and no contracts signed that we don't know about? Minutes of Meeting: of Representatives of the Fair Board, Page 14 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 LYNCH: That's the way it's been up until now. DEWOLF I understand that. I just want that commitment. ISHAM: One thing that we did discuss in a role for the Association is that they would meet and look at the contracts, the bills, things like staffing, and try to make recommendations back to the other partners so that they could see where things were going. Like those folks who showed up tonight, they've not only booked last year and this year, they've booked the year after and so on. These people want to come back and do business, because it's a great event for them. The United Church of God brings in 1,200 people. That's a pretty good contract. But they've got lots of questions, and somebody needs to make some decisions. BISHOP: Do we have access to some staff member at the County level to help with the coordination of some of the work? MAIER: We'll make one available. (A general discussion ensued regarding this suggestion.) LUKE: If the Fair Board so requests, there is an opportunity for Mr. Donaca's persons to stay in there and keep the books up. DIEGEL: I would so move to engage Donaca Battleson & Company, in the short term, to continue their work. I move that be forwarded to the Commission for their consideration. MILTENBERGER: Second. SMITH: Just one comment. I keep pushing for a cash flow projection so we can look at beyond one week or beyond one month. Minutes of Meeting: of Representatives of the Fair Board, Page 15 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 DIEGEL: If he has the means to do that, I don't see any reason why he couldn't do that. LUKE: I would also suggest that you get the approval of the Fair Association for this to happen. If they say no, what are you going to do? BISHOP: Is that something that you would support, Greg; having someone from Dick Donaca's office stay on board to help us maintain the financial integrity? LYNCH: Why not? I think it's a great resource. DIEGEL: I would amend my motion, then, to acknowledge the statement made by counsel for the Association. MILTENBERGER: Second. VOTE: Unanimous "ayes". (A general discussion occurred regarding the Board of County Commissioners agreement to the above. It was decided that their decision will be made and voted upon at their next posted Board meeting, scheduled for Wednesday, October 4, at 10:00 a.m) DIEGEL: It is my understanding that the employees currently working at the Fairgrounds will at least get a paycheck through next Sunday. Is that correct? MAIER: I don't know, because the Fair Association owe $54,000 to Express Personnel. Half of those people are paid through Express. SWEARINGEN: That's something that we can't decide tonight. We'll just have to talk with Connie (Worrell of Express Personnel). Minutes of Meeting: of Representatives of the Fair Board, Page 16 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 DIEGEL: So we've all made a commitment that the individuals who are working there this week will get a paycheck, so we're not taking advantage of any individuals out there. (General consensus.) LUKE: Mike, from what I saw in Donaca's paperwork, there's about $80,000 in cash that can be used to pay that payroll. DEWOLF: As of September 26, but they've had payroll and insurance expenses since then. LUKE: No, because he said he had estimated that last payroll in there. So maybe the Fair Association can check their checkbook and see how much is there. You might be able to make Connie whole. Payroll and payroll taxes are very important. DIEGEL: I would agree with Lee; I think there are several issues, and I know they're tied together. This is a real web. In my mind, there are several issues. One is the debt of DCFA, and how to take care of the vendors that have invoices out there that need to be paid. There's also what we do with the day-to-day management; and there are the long-term management issues. To some degree you have to look at them separately, but understand that they are tied together for a variety of good reasons. DEWOLF: And they are all intimately tied into the future relationship between the Fair Board and the Fair Association. SMITH: I'm a systems guy. I like to see things flowing, and a critical path flow. I know these are separate issues to be dealt with, somewhat like union negotiations. What I don't want to see is a circular flow. I don't want to see us sixteen weeks from now, back at the beginning. Minutes of Meeting: of Representatives of the Fair Board, Page 17 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 LUKE: If you don't start paying those bills, or paying bills before that, you're not going to have a choice. BISHOP: I want to apologize if I've misunderstood anything Greg or anybody from DCFA has said. What I heard from Tom DeWolf on Friday morning was that you agreed to pay payroll through Sunday, October 1, so that they would at least continue their health benefits for another month. That's what I understood. I didn't understand it was beyond that. It's a prudent gesture, and I support it whole-heartedly; it's the right thing to do. That's just what I heard. DEWOLF: You were in a hurry, and so was I; so we may have miscommunicated. We had agreed that we would cover a week to buy us all some time. DIEGEL: As a Fair Board member, I do not need to control, I do not need to direct, and I have an insatiable need to be informed. I would like to know on a daily basis somehow, David, whether it's a quick e-mail or a phone call. If I feel informed, I feel engaged. If I don't feel informed, I'm absolutely worthless to you. LUKE: We thought we did what we were supposed to when we called. So the question becomes, who do you want to inform you? DIEGEL: I'm going to David, so my communication was that I need to be very connected with my chairperson. I can be an ally to the process if I'm in the loop. LUKE: I believe only three of you have e-mail or a fax. DIEGEL: We will work it out. I'm just sharing my needs as a Fair Board member to David. He has been very good about keeping me in the loop, but that's a lot of fragmented information out there. Minutes of Meeting: of Representatives of the Fair Board, Page 18 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 ISHAM: I handle my own e-mail, and it's not a problem to send information to everyone that way, except Don (Don agreed to receive information by mail unless urgent - then by phone). (Further discussion ensued about how information would be relayed to all members) MAIER: Is there a recommendation to the Commission as to what happens after Sunday, midnight? DEWOLF: That will be determined by the end of this week. MAIER: So there will be another decision and another recommendation from the Fair Board. BISHOP: I think that it is incumbent upon all of us to keep our options open. How long before you, Greg, and Rick are available to get together to hash this out? LYNCH: I'm available. I've cleared the decks this week. (A general discussion occurred regarding setting the next meeting. It was scheduled for Thursday, October S, at 5:30 p. m., County Administration office. An additional meeting was scheduled for Friday, October 6, at 8:00 a. m.) BISHOP: I would propose, then, that we would all have a copy of the proposed agreement between now and then, so you can review it and comment on it. DIEGEL: It's my opinion that you need to provide direction to County Counsel so he will know what is acceptable and not acceptable, and so that he does not spend his time with Mr. Lynch going down a path that we are going to say is not appropriate. I can give you some feedback on that by early tomorrow morning. Minutes of Meeting: of Representatives of the Fair Board, Page 19 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 BISHOP: Rick, we need to get an authored, proposed agreement that can be reduced to writing. At some point after that, we would post another Fair Board meeting. And after that, presumably post the County Commissioners' meeting to approve whatever our recommendations might be. At what point do you think you and Greg could have something reduced to writing? LUKE: Can you have it done by 7 a.m. on Friday morning? ISHAM: Let's work backwards. Ideally it should be wrapped up by Friday. Tomorrow the Family Motor Coach Association is expecting to see a new draft of their contract, and I would prefer to do that tomorrow. Even though it's a separate issue, I think it will take a day to get it drafted, circulated and reviewed. One of the issues on here deals with the Family Motor Coach Association, which is a pending cancellation of an existing contract. Tuesday is the drop -dead date on this. BISHOP: I didn't know that you were trying to get things done with the FMCA. I've been trying to get together with Alex (Brander) since last Thursday to talk about repricing tM contract, because I'm not convinced that there isn't a better financial opportunity. I didn't even get the green light to work with staff until today at lunch with Ron Nelson. That's an integral part of redoing the contract. SMITH: To move this thing along, let's accept Dennis' recommendation, setting another meeting date for Thursday evening, and another on Friday morning. If we aren't ready to go Thursday evening, we can cancel the one on Friday morning. DEWOLF: I'm convinced there are three things here. The long-term search for a company is something we can deal with that a month from now if we have to. There's a short- term, which is dealing with all the issues that Rick has lined out, setting forth the future relationship between the County Fair Board and the Association. That's what the working group needs to work through on whatever timely basis they can. What I need this week is a third and separate timeline, and that's immediately. Right now we've kind of gotten ourselves through next Sunday. What happens next week? Minutes of Meeting: of Representatives of the Fair Board, Page 20 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 DEWOLF: All I'm trying to get by the end of this week in order to be able to make a decision about next week is what is agreed to between the Fair Board and the County, and the County's willingness to fund through the following week or two. What is your bare bones staff? Do we need a sales staff? Do we need groundskeepers? Do we have a need for whatever? We need to come to an agreement, and that's what I see as immediately necessary, this week. FMCA obviously takes a very high priority, or we're going to lose it. That's what I see as immediate. The employees need some degree of comfort as well. MILTENBERGER: I think all we need is something to get us by for the next week or two. LUKE: We need more than that. BISHOP: I take it that these are as the framed issues of our multiple parties. If these aren't those issues and they don't need to be addressed by contract, then they don't need to be here. Am I misunderstanding you? DEWOLF: What I'm saying is that these are the issues, and there may be more, and I agree. But immediately we don't have to finalize all of these issues. BISHOP: We don't have to, but we need to agree how they are going to be dealt with. DEWOLF: We need to have the small working group deal with that. What I am suggesting is that it doesn't have to be finalized this week. BISHOP: We're trying to ultimately schedule a Fair Board meeting, and ultimately trying to get an agreement between the parties. When can that be authored, and when can that be reduced to writing so that we all can have access to it, and then meet so we can in turn responsibly give you a recommendation? I'm looking at Rick and Greg when I ask that question. Is it tomorrow afternoon? Is Thursday unrealistic? Next week? When can we have this done? Minutes of Meeting: of Representatives of the Fair Board, Page 21 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 LYNCH: We're going to be working on it. ISHAM: I work back from deadlines all the time. The critical thing is that Greg says we need you to do this, David says we're not going there, and we say that we'll go there but there has to be payback. That's the kind of stuff that is going to happen. Those kinds of things are going to bog down. There will be some crux issues that won't easily get resolved. We can work to a deadline. We'll show up and say this is resolved and this is unresolved. LYNCH: Unless the focus is on scalps, I don't see us not getting an agreement. I should be able to reach a consensus on all of the immediate issues by the end of this week. Rick and I have broken a lot of ground already, and I have a sense that there is fertile ground for a resolution. DIEGEL: I don't think we want scalps. But at the same time I think the Fair Association is not in a position of strength in the negotiations. However, our commitment is to make DCFA as whole as possible. LYNCH: Why even polarize it from that standpoint? The way I see it, there are three entities, all of which have the same amount of interest in that facility and making it precisely what the people who voted for it expect from it. I don't see that there has to be any competition between these three entities. I see us working together and coming out of here saying that you have certain attributes, you have certain attributes, and you have certain attributes. Let's put them all together and we'll promote this facility the way that people expect it to be promoted. I don't' see it as having a strong position or a weak position in the negotiations. I see it as all of us pulling on the oars in the same direction, trying to find who has what strengths. BISHOP: We'll meet again here on Thursday at 5:30 p.m. Let's also post a meeting for Friday at 8:00 a.m. just in case. Greg, can I go out on a limb, since Rick will be committed to the FMCA contract, could you put it on your word processor first, your understanding of what the agreement might look at it? Minutes of Meeting: of Representatives of the Fair Board, Page 22 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000 LYNCH: We'll work that out. Deschutes County Fair Board Chair, David Bishop, adjourned the meeting at 8:50 p.m. Respectfully Submitted, Bonnie Baker Acting Recording Secretary Minutes of Meeting: of Representatives of the Fair Board, Page 23 of 23 Pages the Fair Association, the Board of County Commissioners and Others Monday, October 2, 2000