Meeting Notes/20120804board

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Jon - The changes I was concerned about were included in the first round of changes. Do we need to scale back in light of the quotes We’ve got.

Marshall - I think we need to cut it back to $30K. Also they had some kind of a clause about the price once the lease is up.

Martin - The things I know they put on the quote that are ridiculous. We didn’t ask for new carpet, so $5,500 can be cut out because they don’t need to do that. We only said we wanted the carpet lifted from most areas and were happy with what was there in the areas we didn’t need it pulled up. I talked to a concrete company and they said that they could polish a warehouse for $2k, so the quote given to us was WAY over priced. I sent out layout to another company for electrical work and a commercial quote for our layout was also around $2k.

Jon - I know some contractors will WAY over price quotes when they don’t want to do the job.

Matt McCabe - We can use other people to make changes to the space, they just need to be approved. So if we go to a reputable, licensed, contractor they won’t turn that away.

Martin - The direction we need to take is to go back to the landlords and tell them we want to bring in quotes from our own contractors. Because there are things we want, like handicapped access.

Jon - Well, if we do our due diligence, as a small business we are not REQUIRED to have access for compliance.

McCabe - We can bring people who need a ramp in the back.

Martin - The plumbing quote seems relatively reasonable.

Martin & McCabe - We need to double check what they’re charging us for sealing the concrete floor and removing the glue.

Jon - We need to separate the things that we think are reasonable from the things we don’t think are reasonable on the quote.

McCabe - We have some members who are General Contractors, we should put a call out.

Evelyn - Points out that there was a document from the early planning stages with contractor information.

Google Docs: “ATX Hackerspace new space planning” created by Matthew McCabe

         Snippet Contractor:
         Kevin Elias Construction  -  Kevin Elias contractor  Phone: 512-300-1151

Snippet: The Temporary Change of Use to Public Assembly/Operational Permit is required for structures or portions of structures used as public assemblies that do not currently have a “Certificate of Occupancy” for that type of use.

Cost for a permit will be $100.00

More info: http://www.austintexas.gov/department/temporary-change-use-public-assembly-permit


Jon will work with McCabe to get our own quote


Issues:

- At the end of the lease, if we decide to go and don’t renew the lease, but need to hold over. (i.e. We go month to month): The price will be 200% of lease price.

This is pretty standard.

We might be able to negotiate point. Like ask for 3 months at 100%-150% and then more after that if it goes longer.

We would like to negotiate on that point.

- The Premises shall be used only for ==general office and warehouse use== and for no other purpose without the prior written consent of Landlord.

We need to ask for “light manufacturing” to be included because we MIGHT occasionally have something like a car in there for educational.

“Manufacturing” covers assembly, it’s important to put it that way.

The place is zoned for “warehouse use”, and the zoning doesn’t fall into it.

We need this added.

> Section 7.2) > > Tenant shall not use or permit others to use, the Premises or any other part of the > Project for the production, generation, manufacture, treatment, transportation, storage or disposal of any > Hazardous Substance, except with the prior written consent of Landlord and in compliance with any and all > applicable legal requirements.

We need to include a list of the sorts of substances and in what quantities we keep them. (Taken from our current lease from Rutherford.)


Marshall - 14.1 - 14.2 Regarding insurance

It says “landlord agrees to maintain insurance to cover the project”. That means they’re insuring the whole building, they pay for it. This is in addition to what we carry. 14.2 indicates that increases in the premium caused by the tenant is paid for by the tenant.

We’ve already negotiated a fixed NNN. So it needs to be clarified and 14.2 increases in insurance is included in the NNN

> Section 9)

> Tenant shall, === at its sole cost and expense === keep and maintain all parts of > the Premises (except those for which Landlord is expressly responsible under the terms of this Lease) in good > condition, promptly making all necessary repairs (including any cleaning or required maintenance), repainting, > and replacements, including but not limited to: windows, glass and plate glass, doors and door frames and > hardware, any office entries, demising walls, interior walls and finish work, ceilings, floors and floor coverings, > light bulbs and tubes, truck doors, dock bumpers, plumbing work and fixtures, fencing, fire safety equipment > including sprinkler heads, pipes, alarm panels, pull stations, safety lights and extinguishers, electrical wiring and > devices and termite and pest extermination.

We’re responsible for the glass in the front?

The ceiling and the tiles, because we know the roof is leaky.

> Tenant shall be responsible for the first $500.00 per occurrence, for > the repair, replacement and/or maintenance to the HVAC unit(s) serving the Premises.

We need to establish the current condition of the HVAC, and if this includes the initial (pre-move in).

We need to bring in an expert to evaluate the HVAC system (Nathan if he’s willing).

We’re a little worried about the maintenance they’re passing the buck on. So we need to negotiate on the maintenance.

Martin - I would rather we were responsible for repairs and they are responsible for maintenance.

> Landlord and Landlord’s agents and representatives shall have the right to enter and inspect > the Premises at any reasonable time during normal business hours (unless in the opinion of Landlord an > emergency exists, in which event Landlord shall have immediate access), for the purpose of inspecting same or > for the purpose of making any repairs Landlord considers necessary or desirable.

We will need a standard notification clause (24). Because we have a locked door policy and will need to arrange somebody to be there for them. We’re make it clear we will make sure they have access for normal maintenance/inspection.

Section 12.1)

> Any Tenant request to make Alterations to the Premises shall be in writing > accompanied with all construction drawings (and any additional materials reasonably requested by Landlord) and > a review fee of $250.00. Tenant agrees to pay Landlord all reasonable professional and legal fees incurred by > Landlord in connection with Landlord’s review of Tenant’s request, whether or not Landlord consents to Tenant’s > request.

So, lets make sure we get it right the FIRST time, and don't need to make requests afterwards. We also have to pay any legal fees the landlord requires, as well as get a Certificate of Occupancy. This is for major changes, like plumbing, or moving walls, adding/removing doors, etc.

But also medium/minor changes such as removing tiles and replacing insulation.

We need to request a waiver for small to medium changes to the Premises.

Section 13)

> Tenant shall provide Landlord with plans and specifications for any signage Tenant proposes to install > upon the Premises or Project.

We need to draw this up. this assumes we have one. Do we need it BEFORE move in? Probably not

Exhibit D)

> 2. Tenant shall not place any objects, including antennas, outdoors furniture, etc. in the parking areas, landscaped areas > or other areas outside of the Premises, or on the roof of the Project.

This doesn’t say anything about “with or without approval”. We know a neighbor has radio antennae on the roof. They already said we could have antennae. But it’s not in writing.

we need to be sure it’s in the lease we sign.

> 3. Except for seeing-eye dogs, no animals shall be allowed in the offices, halls or corridors of the Project.

Ask about fish? Worth even mentioning? Gerbils? Rats in mazes?

We should put in something that we must get approval to have a non-service animal at the space

Also, request “seeing-eye dogs” be changed to “Service Animal”

> 6. Except as otherwise expressly permitted by the Lease, Tenant shall not install or operate any steam or gas engine > or boiler, or other mechanical apparatus in the Premises. The use of oil, gas or inflammable liquids for heating, > lighting or any other purpose is expressly prohibited. Explosives or other articles deemed extra hazardous shall not > be brought into the Project.

We have an air-compressor, and a band saw, welder, etc.

We need specific permission. THIS IS VERY IMPORTANT. Use the template from the Rutherford lease which is attached as an addendum.

> 14. No auction, public or private, will be permitted on the Premises or the Project.

What about our bake sales, fund raising events, tech sales events, and proposed Swap Meet? Can we come to terms over things like this with the Landlord?

This limits our business activity. Even though it just says “Auction”.

This isn’t our day to day business, or even our usual fund raiser. So we’re going to skip this one.

EXHIBIT E. GUARANTY)

The guaranty needs to be signed by the “owners”.

We need to add a clause to let us swap guarantor as per our change over to a Co-Op.


Should we have the lease looked at by a lawyer?

Yes, but can we afford it?

Probably not money we want to spend. McCabe might be able to get a lawyer who would be willing to look at it.

Marshall - is still looking around just in case things implode.

McCabe - Doesn’t think things will implode but things it’s good to be safe to keep an eye on the market.