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HomeMy WebLinkAboutMemo, agreement and thrive docs for Story Mansion.pdf Commission Memorandum REPORT TO: Honorable Mayor and City Commission FROM: Chris Kukulski, City Manager SUBJECT: Story Mansion MEETING DATE: April 18, 2011 MEETING TYPE: Action RECOMMENDATION: Authorize city manager to sign the attached agreement between the City of Bozeman and the Friends of the Story (FOS) BACKGROUND: During our February 7th city commission meeting the following motion and three amendments were approved by the city commission. I have identified by section, where these items are included in the agreement in bold print. 1. Story Mansion (Kukulski) *It was moved by Cr. Taylor, seconded by Cr. Andrus to instruct the City Manager to enter into negotiations with the Friends of the Story with the following guidelines for a potential Memo of Understanding: 1. That any out of pocket loss will be covered by the Friends or other group (that’s the direct operating costs) in accordance with the current accounting which does not include labor costs, capital expenditures, or alleged lost tax revenues. • Section 6 – the FOS has requested that this be capped at $5,000 per year and that any revenues the city collects above our annual operating expenses be credited against the $391,222 debt (with a commensurate cap of $5,000). 2. The $392,000 must be raised within an agreed upon range of 5-8 years (figure it out). • Section 5 3. That measurable benchmarks be agreed upon regarding the $392,000 so that it is clear that the money is being raised in a regular and consistent way so that whatever the end that is decided on the money will be available to the City. • Section 5 4. The rental rates be discussed and recalibrated in accordance with what makes sense and the market. • This item is outside of the agreement. The rate approval resolution is also on the April 18th city commission agenda. 5. That the City continues to collaborate with the Friends on finding appropriate funds for renovation of the 2nd and 3rd floors. • Section 4 – H 6. That the new negotiated MOU contain within it, the general terms and conditions in the prior one, which expressly relate to the development of the Story Mansion as an Educational, cultural and social center with the goal of enhancing Community and Economic vitality in Bozeman Montana. • In the recitals 7. That from this time on, we except reservations for use of the Story Mansion by anybody in accord with whatever the rates are through December of 2011so that anyone who wants to rent it knows that whatever happens in the immediate future they will not be deprived of their opportunity to rent it for a wedding or whatever, so we get rid of the ambiguity. • Section 8 and in the rate resolution 8. That it be 60 days when the City Manager comes back to the Commission at a regular meeting with a recommendation that the Friends of the Story can agree upon, but during that 60 day period, if there are any other groups that fit within the above guidelines and want to negotiate along those terms, that we would consider doing that so that we are not just negotiating with one group. The motion passed 4- 0. • Due to scheduling conflicts on both sides this agenda item was placed on the April 18th city commission agenda. Amendment: It was moved by Cr. Mehl, seconded by Cr. Taylor that the Taylor motion be modified to include that the City Manager work with the Friends to have some cash from their reserves given up front as part of the agreement. The motion passed 4-0. • Section 7 Amendment: It was moved by Cr. Mehl, seconded by Cr. that the Carriage House as public property, that either the City Manager secures an agreement that the City can explore options either alone or in cooperation with the Friends; but that it be spelled out in whatever agreement we have. The motion passed 4-0. • Section 9 *The City Manager will discuss it and come back with almost anything. This provides a window to possibly separate the Carriage House and the Mansion. Amendment: It was moved by Cr. Taylor, seconded by Cr. Mehl that part of the negotiation be that in appropriate period of time, the contract be reopened for discussion of who should manage, who should own, as long as the spirit and letter of community center, as indicated in the MOU is part of that discussion (and when I say X you can decide if it now or 3 years from now when things are a little bit clearer) *The intent is to entertain a proposal to receive or purchase the property from a non-profit organization or group that agrees to restore and preserve the property and also make it available to the public in the spirit of the intent expressed in the original motion and if that is not forthcoming to enter into the negotiation that Cr. Taylor proposed. The motion passed 4-0. • Section 10. • Several meetings and conversations have been held over the past 60 days with individuals and entities who have expressed an interest in the story mansion. I am aware of two additional proposals that we are expected to receive. We have already received one from Thrive. Thrive is proposing a partnership with the FOS and their information is attached to this packet. I anticipate at least one additional expression of interest from the Montana Women's Museum/Hall of Fame. The agreement meets each item as identified by Commissioner Taylor’s motion and subsequent amendments. I also believe that it meets the desires expressed by FOS. FISCAL EFFECTS: 1) Section 5 - FOS will make a payment of $391,222 to the City within five (5) years from the executed date of the agreement. 2) Section 6 - Depending on how annual revenues compare with annual expenses, the FOS will pay up to $5,000 of any annual shortfall and the City will credit annually up to $5,000 of any revenues that exceed expenditures. 3) Section 7 - The agreement requires that FOS make a cash payment of $1,000 to the City within 30 days of executing the agreement. ALTERNATIVES: Direct the city manager to negotiate an agreement with Thrive, The Montana Women’s Museum/Hall of Fame or another community group expressing an interest and ability to meet the commission’s intent as identified in the 3rd amendment to the February 7th motion. Attachments: Agreement with Friends of the Story Documents from Thrive Report compiled on: April 11, 2011 MEMORANDUM OF AGREEMENT ON THE STORY MANSION Page 1 of 6 AGREEMENT ON THE STORY MANSION This Agreement is made and entered into this _____ day of April, 2011 by and between the City of Bozeman, a Municipal Corporation, herein after referred to as “City” and Friends of The Story, Inc., a Montana Non-Profit Corporation, with the purpose of preserving the Story Mansion, located in Bozeman, Montana. R E C I T A L S WHEREAS, the City and Friends of The Story, Inc., a Montana non-profit corporation (hereinafter referred to as “FOS”) desire to enter into this Agreement with regard to the historic Story Mansion located in Bozeman, Montana to facilitate development of the Story Mansion as an educational, cultural and social center with the goal of enhancing community and economic vitality in Bozeman, Montana; and WHEREAS, the City is a charter-based municipal corporation with self-governing powers organized under the laws of the State of Montana; and WHEREAS, the City owns Lot 1A-1 Block 3 of the Butte Addition to the City of Bozeman, as amended, located in the NW ¼ of Section 18, T 2 S, R 6 E (Plat #C-35-H), more commonly described as the Story Mansion located at 811 South Willson Avenue, City of Bozeman, Gallatin County, Montana (The Story); and WHEREAS, the Bozeman City Commission finds it is in the best interest of the City to assist in the historic preservation of The Story; and WHEREAS, FOS is a non-profit entity with the expressed mission, in conjunction and coordination with the City, to promote and preserve the Story Mansion property, a national treasure recognized by the U.S. Department of Interior, through its renovation and re-use for community enjoyment; and WHEREAS, the City supports the mission of FOS in facilitating the restoration, promotion, and preservation of The Story; and WHEREAS, the parties find that it is in their best interest and the best interest of the citizens of Bozeman to enter into this Agreement to facilitate the preservation of The Story. MEMORANDUM OF AGREEMENT ON THE STORY MANSION Page 2 of 6 NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows: 1. Purpose. This Agreement establishes the understanding and agreement of the parties for the activities surrounding operations, preservation, restoration and development of the Story Mansion and Carriage House (herein collectively referred to as “The Story”) as an educational, cultural and social center in the City of Bozeman with the goal of enhancing community and economic vitality. 2. Description of The Story. The Story consists of three above-ground floors, a finished basement and a detached Carriage House. The first phase of restoration of The Story includes, but is not limited to, construction to provide public access to the reception entry area, library, office, living room, dining room, solarium, unisex ADA compliant bathroom and catering kitchen on the first floor and the two ADA compliant bathrooms in the basement, which have access from both the first floor and entry from the outside grounds. A future phase of restoration of The Story may include restoration and rehabilitation of the second and third floors, which shall include installation of an exterior elevator shaft on the southwest corner of the building and elevator, as well as ADA compliant bathrooms and other necessary structural components. 3. Term. The term of this Agreement shall be five (5) years from the date of execution by both parties. 4. General Responsibilities of the Parties. (A) The City shall have final decision making authority with regard to all matters related to The Story. City staff and designated representatives of FOS will meet on a regular basis to discuss matters of mutual interest, including but not limited to: funding opportunities; rental fees; branding of The Story in local, regional and national markets; and naming opportunities in The Story or on the grounds in exchange for a specified donation level. In addition, the City will consult with FOS on matters of outsourcing elements of operation and maintenance of The Story. (B) The City agrees to consider, in good faith, and timely act on any proposals submitted by FOS for donations which may include an opportunity to name a room or other component of The Story after or in memoriam to a prospective donor. (C) The City will not impose any limitations, constraints or restrictions on FOS’s ability to partner with other charitable organizations, City appointed boards or committees, and/or neighborhood organizations with similar missions, including but not limited to preservation of landmark property, historic preservation, and/or operation of similar facilities held in the public domain. (D) The City acknowledges that FOS may gift certain furniture, equipment, personal property and/or funds to the City for specified uses at The Story. Any furniture, equipment, MEMORANDUM OF AGREEMENT ON THE STORY MANSION Page 3 of 6 personal property donated by the FOS or any of its donors shall become the property of the City upon donation. The City will provide a written confirmation of each such donation within ten (10) days of possession by the City. The City will allocate all such donations to The Story, as directed by FOS in writing. (F) FOS will provide the City with a copy of its business plan and any supplemental materials pertinent to its charitable operation as requested by the City. The business plan will be reviewed by the board of FOS annually and will be forwarded to the City upon Board approval. (G) FOS shall notify the City of the members of its Board of Directors and shall keep the City advised of any changes to its Board or staff or any agent designated responsible for conducting business with the City. (H) FOS and the City shall collaborate in the pursuit of grant opportunities for further renovation of 2nd and 3rd floors of The Story and FOS will coordinate any grant application with the City, which shall administer any such grant if awarded. (I) The City commits to entering discussions with FOS to rent to FOS for a nominal fee a designated first floor office space in The Story for the conduct of its affairs; if so, a subsequent written rental agreement must be entered into by the City and FOS. In addition to the rental of first floor office space, the rental agreement may allow FOS to use a limited amount of secured space in the basement of the mansion for a file cabinet and related storage. 5. Fundraising and Payment to City/Retention of The Story. FOS commits to engaging in a fund raising effort for the purpose of contributing to the City $391,222.00 and as such at the end of five (5) years of the date of this Agreement the FOS shall pay to the City $391, 222,00. Prior to such payment at the end of the five years, the FOS will demonstrate to the City funds or pledges have been raised according to the following schedule: At the end of Year 1: $50,000 total funds raised and committed At the end of Year 2: $200,000 total funds raised and committed At the end of Year 3: $250,000 total funds raised and committed At the end of Year 4: $300,000 total funds raised and committed At the end of Year 5: $391,222 total funds raised and committed Failure to demonstrate cash or pledges to be reimbursed to the City have been raised by FOS pursuant to the above schedule during any 12-month period shall be cause for the City to terminate this Agreement. The City agrees that timely payment to the City of the $391,222 shall result in The Story being retained for public use by the City or by a qualified non-profit organization to renovate, preserve, promote, and operate The Story as an educational, cultural and social center with the goal of enhancing community and economic vitality in Bozeman. MEMORANDUM OF AGREEMENT ON THE STORY MANSION Page 4 of 6 6. Reimbursement of Direct Operating Losses. FOS agrees that for the term of this Agreement any direct operating loss the City incurs in each and every twelve month period commencing with fiscal year 2012 (July 1, 2011 – June 30, 2012) will be reimbursed to the City by FOS up to a maximum of $5,000 in any given twelve month period. Failure to reimburse the City for this amount shall be cause for the City to terminate this Agreement. A direct operating loss occurs if the annual revenue from rental of The Story does not exceed the annual costs of operation, which costs of operation shall include the following: payments for all utilities in the Story and on its grounds (e.g. water, sewer, gas, electric, data, phone); routine maintenance and repair; all supplies and materials; and costs of contracted services related to cleaning and snow removal. The following are not to be included in calculating whether a direct operating loss has occurred: the City’s labor costs in operating and maintaining the Story; the City’s costs of property and liability insurance; Any City capital expenditures; or any alleged lost tax revenue. In addition, if, at the end of each and every twelve month period commencing with fiscal year 2012 the City collects revenue from the rental of The Story above its operating costs the City will credit this excess revenue, but only up to a maximum of $5,000.00 in each twelve-month period, toward the FOS’ obligation to contribute $391,222.00 to the City under Section 5, above. 7. Upfront Payment to the City. The City recognizes FOS cash reserves are needed to fund FOS’ fundraising activities over the term of this Agreement and as such FOS shall be required to pay to the City, as evidence of FOS’s commitment under this Agreement, a cash payment of $1,000.00, which payment shall be made within 30 days of execution of this Agreement. In addition, the City accepts the thousands of hours of volunteer time spent by FOS members, as well as tangible gifts made by FOS to the City in terms of furnishings for the Mansion and site improvements, as additional evidence of FOS’ commitment under this Agreement. 8. Current Operations. The City commits to operating The Story in substantially the same manner as has been done prior to the date of this Agreement and as such agrees to honor all existing reservations for use of The Story and to continue to accept new reservations for the use of The Story through at least December 31, 2011. The purpose of this section is to provide certainty for those that seek to rent The Story that they will not be deprived of their opportunity to use it for reserved events pursuant to City policy and procedures. 9. Carriage House. The FOS agrees the City may, either alone or in cooperation with the FOS, enter into any agreement regarding the Carriage House, including an agreement for its operation, sale, rental, or lease and that the use of the proceeds from any operation, sale, rental, or lease may be used by the City in its sole discretion for any purpose. 10. Contracting Operations/Future Conveyance. Notwithstanding any other provision of this Agreement, at any time during the term of this agreement the City may, upon complying with all applicable laws and after notifying the FOS: (i) enter into an Agreement with a third party for the operation and management of The Story as long as the contracting entity agrees to operate and manage The Story in a manner that seeks to restore and preserve The Story primarily as a public community center; or (ii) sell, lease, or otherwise convey, including through MEMORANDUM OF AGREEMENT ON THE STORY MANSION Page 5 of 6 gift to a qualified non-profit, The Story as long as the grantee agrees to restore and preserve The Story and operate it primarily as a public community center. 11. Modification and Amendment. This Agreement may be modified or amended, only in writing, by the mutual agreement of the parties involved. 12. Supplementation of the Agreement. The parties agree that it may be desirable to provide individual or more specific provisions which may be accomplished through the execution of written supplements to this Agreement, as needed. 13. Assignment. This Agreement is not assignable without express written consent of the other party. 14. Attorney’s Fees. Legal costs and expenses incurred by each party in association with preparation of this Agreement shall be borne by each party. In the event either party incurs legal expenses, including the costs, expenses, salary and fees of in-house counsel, to include the City Attorney, to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney’s fees and other costs and expenses, whether the same are incurred with or without suit, including fees on appeal. 15. Waiver. No waiver of any default shall constitute a waiver of any other default nor shall such waiver constitute a continuing waiver. No waiver of any term or condition of this Agreement shall constitute a waiver of any other term or condition, whether or not similar, nor shall such waiver constitute a continuing waiver. 16. Construction and Venue. This Agreement will be construed under and governed by the laws of the State of Montana. In the event of litigation concerning this Agreement, venue is in the Eighteenth Judicial District, Gallatin County, Montana and the parties agree to submit to the jurisdiction of such court. 17. Binding Effect. This Agreement shall be binding upon the successors of the parties. 18. Authority. The City and FOS affirm that the undersigned have the authority to enter into this Agreement on behalf of the City and FOS and to bind the City and FOS to this Agreement. MEMORANDUM OF AGREEMENT ON THE STORY MANSION Page 6 of 6 IN WITNESS WHEREOF, the parties have hereunto set their hands this _____ day of _____________, 2011. The City of Bozeman By: _______________________________ Chris Kukulski, City Manager Attest: ___________________________________ Stacy Ulmen, CMC, City Clerk Friends of the Story, Inc. By: _______________________________ Andrew C. Epple, President STATE OF MONTANA County of Gallatin On this ______ day of ____________, 2009, before me, a notary public in and for said State, personally appeared Andrew C. Epple, known to me to be the President of Friends of the Story, Inc., and the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same for and on behalf of the Friends of the Story, Inc. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date first above written. ______________________________________ (Print name) Notary Public for the State of Montana (SEAL) Residing at:____________________________ My commission expires:__________________ LETTER OF INTEREST To: Bozeman Mayor Jeff Krauss and Members of the City Commission c/o Chris Kukulski, City Manager From: Thrive, c/o Deborah Neuman, Executive Director Date: April 7, 2011 Re: Story Mansion Property Thrive thanks you for this opportunity to express our interest in utilizing the Story Mansion property as our base of operations, with continued use of the property as a vibrant community center. We are prepared to partner with the Friends of the Story Mansion and combine our resources to jointly ensure the long-term sustainability of this iconic historic property for decades to come. Thrive is a community based, non-profit organization that has provided services to children and families in Gallatin County and surrounding area for 25 years. As part of our 2008 organization strategic plan, we set as a goal to obtain a Thrive building to serve the following purposes: house Thrive staff of 25-35 persons; provide space for Thrive classes, groups, mentor interviews and training, staff and board meetings, and community meetings; develop a learning lab to provide on-site training and technical assistance to organizations, school districts and community groups; and create a community center in a central location that is easily accessible, is an innovative, value added asset for the community and supports Thrive mission - Strong Families, Successful Kids, Thriving Communities. Upon learning about the City’s action on February 7, 2011 regarding the Story mansion, and your desire to work with an established non-profit and also because of the mansion’s central location, the Thrive staff and board recently toured the property. After much discussion and subsequent meetings with representatives of Friends of the Story Mansion, Mr. Kukulski, Ms. Bristor, Jeff Sandholm of Dowling Sandholm Architects and Bill Langlas of Langlas and Associates General Constructors, the Thrive board voted to write this letter of interest to request a period of up to six (6) months to determine the feasibility for Thrive to partner with Friends of Story and the City of Bozeman to occupy the Story Mansion for the above stated purposes. Our board feels that the wishes of the Friends and the City to preserve and renovate the Mansion, the Carriage House and the grounds while keeping the property available to the public is compatible with the Thrive vision. There is still much to be determined through the six month discovery process. During that time, we will work with the Friends of the Story Mansion, the City of Bozeman, State of Montana Historic Preservation representatives, Thrive stakeholders and supporters and others to research: the parameters of the conservation easements; city, state and federal historic preservation requirements; assess community favorability and overall project feasibility including architectural design, construction plans, costs and capital campaign. Sincerely, Lauren Goeddel Penny Hatten Thrive Board President Thrive/Story Mansion Project Chair Additional Information Thrive Discovery/Feasibility Committee: Penny Hatten, Chair, Josh Cormany, Mike Elliot, Lauren Goeddel and Debra Gebhart, Deborah Neuman, Andy Epple and other member(s) of the Friends of the Story Mansion Preliminary Funding/Feasibility Plan Preliminary Project Budget estimate: 4 million dollars - includes endowment fund for on-going operations Prospective Donors: Thrive supporters, Friends of Story Mansion supporters, past SEA members, community individuals and businesses donors Prospective Grant Opportunities: private foundations; federal, state, local grantors with an interest in preservation, community centers, early childhood, parent education and support, youth development/leadership Other: Matching/challenge funds, donations to name spaces within the mansion Attached Dowling Sandholm Architects Preliminary Renovation Concept Langlas and Associates General Contractors Preliminary Construction Time Line Thrive Thrive is a non-profit, community organization based in Bozeman. Our mission is to ensure that all children have opportunities for success. Thrive builds community support for families through awareness, five signatures programs and collaboration. We have been providing services in the area for 25 years. We believe that when families thrive - children thrive and communities thrive. Everyone benefits. Awareness Thrive promotes understanding of child development, family systems , prevention strategies, effective collaborative efforts and the community’s role in ensuring success for all children through our web site, publications, speaking engagements, training and traditional and social media campaigns. Programs The Parent Place Family Resource Centers in Bozeman and Belgrade provide information, education, support, and resources to all parents. Services include parent classes and groups. The Partnership Project helps at-risk, young parents with children 0-5 years of age get off to a good start. The Project provides home visiting, health and child care services in partnership with Gallatin City-County Health, Bozeman Schools Hawks Nest program and families. Child Advancement Project matches nurturing community mentors who provide support and encouragement to children in the Bozeman Public Schools grades K-12. One of the 1st school based mentoring programs, CAP matches over 550 students and volunteers each year. The Parent Liaison Program encourages a strong link between home and school. Parent Liaisons are professionals who provide parent education, community resources for families and support and training to teachers so parents and teachers work together as partners in children’s success. Girls for a Change empowers girls to embrace their futures, confident in their ability to create the world they want. Local girls design and host an annual statewide conference, participate in leadership and community service activities and meet with girls/women from other cultures and countries to enhance opportunities for dialogue and solutions for the world we share. Collaboration Thrive has been actively involved in building unique collaborative relationships for the past 20 years fueled by the belief that only through collaboration do we effectively impact children and families and avoid duplication thereby maximizing scarce resources. This approach increases our efficiency by bringing to the table the best of each partners’ areas of expertise, thereby providing a multifaceted, comprehensive, and coordinated array of the highest quality of health, child/youth development, parenting education and support and educational services. Thrive provides services to 8000+ parents, children and teachers annually. Groups such as Dynamite Dads and Gym Day can attract over 200 parents and their children/event and generally averages 70-80 participants. All Thrive programs have been designed locally to address community needs. These programs are preventative and are based on research on best program practices in the fields of child development, family support, parent education, mentoring and youth leadership and development. We regularly and carefully evaluate each program to ensure the best possible outcomes for children, families and our investors. Thrive’s model of building community support for families and our five signature programs have generated interest at the national, regional and state level. Since 1976, the Secretary of the Interiors Standards for the Rehabilitation of Historic Buildings have been developed by the National Park Service for use in evaluating proposed rehabilitations of, and additions to, National Register historic properties. The Secretary’s standards have been adopted by many city and county preservation review boards for similar use in implementing landmarks ordinances at the local level.Standards and Additions to Historic PropertiesThe standards are made up of ten basic principles to be followed by those planning rehabilitation work of or additions to historic properties. They include guidance on the replacement and repair of historic features, the change of use of historic properties, and preservation of archae-ological resources.The Secretary’s standards #9 and #10 are the standards that concern us here. These are crucial for those involved in the design, construction and review of new additions in the context of protected historic properties.Standard #9 is of central importance. It reads: “New additions, exterior alterations, or related new construction shall not destroy historic ma-terials that characterize the property. The new work shall be differentiated from the old and shall be compatible with the massing, size, scale, and architectural features to protect the historic integrity of the property and its environment.”Standard #10 reads: “New additions and adjacent or related new construction shall be undertaken in such a manner that if removed in the future, the essential form and integrity of the historic property and its environment would be unimpaired.”Thrive / Story Mansion Renovation Concept DNMeetingOfficeCap ZoneMeetingParent Place ZoneCap ZoneParent PlaceReceptionAdminParentLiasonZoneOfficeParent LiasonBreakAreaKitchenNewBathRoomNew EntryCanopyAboveLobby2nd Exit StairOpenElevatorMainExitStair2nd Floor ConceptPossible ExecutiveOffices and MeetingAreasNew Code StairTo 3rd LevelUPExisting BuildingMain ExitStairPossibleCommercialKitchen UpgradeEntryElev.Mech.RoomBridge ToSecondLevelNew EntryCanopyAboveNew EntryStair and Second Exit Per IBC Code1st Floor Concept3rd Floor ConceptThrive / Story Mansion Renovation Concept Original Tower Concept from Feasibility Study Thrive / Story Mansion Renovation ConceptPerspective AREA OR TASK"DISCOVERY PERIOD" & PRE-CONSTRUCTION2ND FLOOR DEMO3RD FLOOR DEMOELEVATOR TOWER BUILDINGRECONFIGURE M.E.PRECONFIGURE FIRE SPRINKLERSNEW FRAMING 2ND FLOORNEW FRAMING 3RD FLOORROUGH IN M.E.PTIE IN ELEVATOR TOWERFINISH WORK 2ND FLOORFINISH WORK 3RD FLOORPUNCH LIST WORKCERTIFICATE OF OCCUPANCYSITE WORK AND PARKINGTURN OVER NEW SPACES TO TENANTSCARRIAGE HOUSE REVISIONSAPRDECOCT NOVMAYFEB MAR20122011STORY MANSION RENOVATION AND NEW CONSTRUCTION FOR THRIVEMAY JUNEJANJUNE JULY AUG SEPT