01-158Council File # � � 1
OR�GINAL
Presented By
Green Sheet # �(p4$ G
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C/ U ' \ �„�*' ' "� \
Referred To _��„ J��� Committee: Date
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2 WHEREAS, in C.F. 01-1, adopted January 3, 2001 and approved uary 12, 2001, the
3 Council of the City of Saint Paul (hereinafter the "Council") denied an� peal by the Summit
4 Avenue Residential Preservation Association concerning the demolitj n of a non-designated
5 structure located within the Historic Hill Preservation Distdct; and'
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7 WHEREAS, the Council further noted in C.F. Ol-1, that�°� ere may exist within
8 designated preservation districts significant numbers of non- `signated structures which could be
9 demolished because they lacked individual historical merit � t, if considered as a group,
10 contributed to the heritage preservation district and that
11 Preservarion Commission to study and report back to tt;
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dealing with demolition permit applications for
historical preservation districts; and
A Council called far the Heritage
Council a recommended policy for
;nated structures within designated
WHEREAS, Minn. Rule 4410.4500 pro,' des governmental units with the authority to
order preparation of Environmental Assessme Worksheets (EAV� for projects which are not
exempted from EAW requirements under . Rule 4410.4600; and
WHEREAS, although Minn. Ru " 4410.4600, Supt. 21(e) exempts demolition of
individual non-historic buildings and s ctures from the EAW process, it appears that the
demolition of more than one non-his ` ric building and structure as a part of a development
project located within a heritage pr ` ervation district may not be exempt or may be a connected
or phased action under Minn. Ru 4410.020Q Subps. 9(b) and 60 which may have tl�e potential
for significant environmental e� ects and necessitate the preparation of a discretionary EAW; and
WHEREAS, the de olition of more than one non-historic building and structure as a part
of a development project cated within a heritage preservation district may also be contrary to
the declaration of publi olicy and purpose with respect to heritage preservation as set forth in
Legislative Code 73A (1-5): NOW, THEREFORE
BE IT RE LVED that the Heritage Preservation Commission, in con}unction with the
department ofpl �ng, study and report back to the Mayor and Council a recommended policy
for dealing wi demolifion permit applications for non-designated shuctures within designated
historicai pr ervation districts; and
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
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BE IT FINALLY RESOLVED, that the Heritage Preservation Commission study should
be undertaken, completed and reported no later than sixty days from the adoption of this
resolution.
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Requested by Department of:
By:
Fomi Approved by City AttOmey
B .-f.ifr� �Uwwt-- 2— t Y— c� /
Adopted by
Adoption C�
By: _
Approved
By: _
Date
by Council Secretary
Mayor: Date
Approved by Mayor for Submission to Council
By:
o�.158.
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co,mcilmemUer senanav
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GREEN SHEET
N�i 06086
Councilmember Benanav 2668640
AUST BE IXJ COUNqL AGHJQl1
O?J21/Ol: Consent
TOTAL # OF SIGNATUI2E PAGES
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(CLIP ALL LOCATtONS FOR SIGNATURE)
Council approvat of resolution asking Historic Preservation Commission to undertake a study for the ptupose of developing a policy for EAWBIS
assessment of demolirion permit requests involving non-hisotrical struct�ues located in designated his[oric districts.
a
PLANNING CAMMISSION
CIB COMMITTEE
CIVIL SERVICE COMMISSION
IIy-19�;i�P19d
SOURCE
0.50NA� SERViCE.CONiRqGfS MUST ANSWER TNE FOLLOWfNG QUES7ION5:
F�HB tl116 PBB�� EVBf NOIkEd u11dM 8 C011h84t fOf UIB depafd11211Y1
YE$ NO
Fins M�s oe�soNfirm ever beon a ciy' empbyee9
Y6 NO
Does Mis peiconlfiim Vaee� e sldl not normellypo�essed M anY WtreM city emObY�?
YES Nf)
Is this OH���m a tarpMM verMOr!
Y6 NO
dain all ves arrev/e�a an seoHrate aheet and aGac� to➢raen aheet
COET/REYENUE BUD6ETED (GRCLE ONE)
ACTIVRY NUMBEA
YEE NO
INFORMAiION (IXPWt�
o l-1 5 g
Mazch 21, 2001, City Council Agenda
Page 6
36. Second Reading - O1-249 - An ordinance amending Ordinance No. 13537
approved January 31, 1967, by deleting the roadway of Maria Avenue - Seventh
Street to Hudson Road from the truck route ordinance.
37. First Reading - O1-277 - An ordinance creating a new Chapter 156 and amending
Chapter 18 of the Saint Paui Legislative Code to authorize the designation of
pedestrian safety crossings and authorizing the Legislative Hearing Officer to hear
appeals of decisions related to pedestrian safety crossings.
38. First Reading - O1-278 - An ordinance adopting food protection standards wluch
will pennit the City to enter into compliance with the requirements of the
Minnesota Departments of Health and Agriculture and allow to enter into
delegation agreements with each agency. (Companion to
39. First Reading - O1-279 - An ordinance repealing Chapter 331 of the Saint Paul
Legisiative Code relating to food protection. (Companion to
40. First Reading - O1-280 - An ordinance placing the position titled General Manager
- Saint Paul Regional Water Services in the unclassified service pursuant to
Section 12.03.2(I� of the City Charter.
41. POLICY SESSION
A. Discussion of the RiverCentre's proposed "mission for the future."
B. Discussion of the Administration's efforts to develop a proposal to
construct a stadium in Saint Paul for the Minnesota Twins.
**********************s***ss*******s********
Council Meetiag Information
webane
For an updated copy ofour City Council Meering agendas or minutes, please visit our website at
www. ci. smaul. mn. us/council.
Cab[e
City Council Meetings are cablecarted live on Channe118 and repeated on Thursdays at 7:00 p.m., Saturdays at
12:30 p.m., and Sundays at 1: 00 p.m. (Subject to change). Also, the City Council Agendas are cablecasted during
the following times: Saturdays at 8:00 a.m., Sundays at 6:30 p.m., Mondays at 8:00 a.m. 1:30 p.m., 5:30 p.m.;
Tuesdays at 8:00 a.m., 5:30 p.m.; and Wednesdays at 8:00 a.m., 1:30 p.m. (Housing and Redevelopment Authority),
3:OOp.m.
****************************s****************
March 21, 2001, City Council Agenda
Page 5
30. Preliminary Order - O1-276 - In the matter of acquiring portions of Lots 4 through
9, Block 41, Lot 1, Block 46 and Lots 1 through 4 for property located in Rice &
Irvine's Addirion for the irnprovement of the Science Museum of MinnesoYa, and
setting date of public hearing for Apri14, 2001. (File #18943E)
FOR DISCUSSION
31. Resolution - O1-158 - Requesting the Historic Preservation Commission to
undertake a study for the purpose of developing a policy for EAW/EIS assessment
of demolition pernut requests involving non-historical structures located in
designated historic districts. (Laid over from February 21)
32. Resolution - O1-235 - Approving the appointments of Peter Eigenfeld, David
Glass, Jim Lonetti, Mike Skiltrud and the reappointments of Isaac Contreras and
John Bazry Margot, by Mayor Coleman, to the Saint Paul Long-Range Capital
Improvement Budget Committee (CIB). (Laid over from March 14)
ORDINANCES
NOTE: AN ORDINANCE ISA CITYLAW ENACTED BYTHE CITYCOUNCIL. Tf IS READ AT FOUR
SEPARATE COUNCIL MEETINGSAND BECOMES EFFECTlVEAFTER PASSAGE BYTHE
COUNCIL AND 30 DAYSAFTER PUBLICATTONINTKE SAINT PAUL LEGAL LEDGER
33. Third Reading - O1-215 - An ordinance finalizing City Council action granfing the
anplication of O'Ha� En�texpris_es� Inc,_ to re_zone property_at 225 North Wilder _
Street from B-2 Community Business District to RT-1 Two Family Residential
Disirict to allow cottversion to a duplex. (Public hearing hetd February 7, 2001)
34. Third Reading - O1-216 - An ordinance finalizing City Council action granting the
application of John Schumacher to rezone property at 330 Prior Avenue North
from RT-1 to OS-1 to allow a purification center. (Pubtic hearing held February 7,
2001)
35. Second Reading - O1-248 - An ordinance amending ChapYer 33, Secteon 33.04 by
providing for time limits for completion of construction, alterations or
improvemeats oa buildiag permits issued by the Buitding Official.
D I- � �F�
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CITY OF SAINT PAUL
COUNCIL INVESTIGATION AND RESEARCH CENTER
�� �
GERRY STRATHMAN
Direttor
Mazch 12, 2001
Richazd H. Zehring, Chair
RiverCentre Authority
175 West Kellogg Boulevazd,
Suite 501,
Saint Paui Minnesota, 55102
Dear Mr. Zehring:
The Saint Paul City Council is reviewing RiverCentre Authority Resolution # 3277 (stating the
Authority's mission for the future) at it Wednesday, March 21, 2001 City Council Policy Meeting
at 330 P.M. in the City Council Chambers. The Council is formally inviting you to attend this
importanY meeting so that you may more fully explain the intent of the Authority's new mission
statement and answer Councilmember's questions. Please feel free to bring other Authority
members and execurive staff to the Council meeting, as you deem appropriate.
Some Councilmembers have expressed concerns that the scope of the new mission is much
broader than the historical role the Authority has assumed under the powers and responsibilities
granted the Authority per state statutes; and that the new mission could easily be construed to
conflict with the legislative responsibilifies of the Saint Paul City Council. Also the Council is
quite concerned with the Retained Eaznings Deficit for the itiverCentre Operating Budget, and
thus they aze concerned with any Authority proposals to spend discrefionary money on initiatives
outside the RiverCentre Compiex.
Besides explaining the practical intent of the new mission, please be prepared to identify:
1) Specific azeas of concern regazding transportation, traffic and pazking; and proposed
solution options and cost estimates for the various solutions.
2) Specific areas of concem regazding public safety, downtown cleanliness and attractions,
marketing and promotions; and proposed solution options and cost estimates for the various
solutions.
3) The partners and other organizations the Authority would like to bring together on a
regulaz basis to discuss fuhue and further opporiunities for downtown Saint Paul and provide
some eYamples of how those opportunities could transiate into maximum benefits for
residents and businesses in all of Saint Paul's neighborhoods.
CITY HALL SUITE 310 SAINT PAUL, MINNESOTA 55102-1615 651�266-8560
.�.
PrintW on RecyclM Paper
1� ��-IJ�
4) All Authority approved or planned 2001 spending for activities Outside the RiverCentre
Complex," including financial support for downtown promotions or contributions to other
agencies and organizations which pmmote Saint Paul.
� All anticipated work program items for the Authority or its staff for "outside the
RiverCentre Complex" initiatives, even if no RiverCentre or Hotel-Motel Tax money is
anticipated to be used for the iniCiatives.
6) Projections for how much total additional revenue is expected to be generated this year
from RiverCentre Event Pazking when the raYe was increased from $6 to $8 per event,
including how much of the additional revenue will go to the Wild for hockey games, how
much will go to the Authority, and how much of the Authority's money is being reserved for
debt service for the skyway-tunnel connection to the RiverCentre. Does the Authority have
any formal position for using the new event pazking revenue which is not reserved for
skyway-tunnel connection debt?
7) Projections for how much total additional revenue is ea�pected to be generated this yeaz
from RiverCentre Event Parking when the rate was increased from $8 to $10 per event, and
how much of the additional revenue will go to the Wild for hockey games and how much will
go to the Authority. Does the Authority have any formal position for using this additional
revenue?
Sincere
rry S an, Director
cc: Councilmembers, Lois West Duffy, Richard Aguilar, Richard Beeson, Donald Del Fiacco,
Richard Ginsberg, Robert Schwartzbauer, Robyn Hansen, Erich Mische, Mayor Coleman,
Susan Kimberly, Clayton Robinson, Peter McCa11, Peter Hames
21 Mar 2BH1 12:54PH CapitolRiver Council FAX: 2218581
���
D�sm�r z�
CapitolRiver
Council
332 Minnesota Saeec Suite W1250, Saint Paul, MN 55101
Webutc: mvw.capicotriv¢�,oig E-mail: capcivex@cista�rtlly.net
21 MarCh 2001
City Council President Dan Bostrom
City Hall
15 West Kellogg Blvd.
Saint Paul, MN 55102
651-?27-04SS
Re: March Poticy Sessioq RiverCentre Authoriry Reso[ution #3277
Dear Council President Bosnom,
PAGE 1 OF
OI—tSF�
FAX 651-221-0581
The CapitolRiver Council Board of Directors met today and discussad the RiverCentre
Authority's mission statement for the future and their "Visitors Suategy for powntown Saiiit
Paul" and the following resolutions were passed:
Resolution #1:
"The CapftolRiver Council requests that the Saint Paul City Counci3 reaffum iYs I975 resolution
that established the "Saint Paul Citizen Participation �rocess". A method that brings people in
each district together to improve their neighborhoods and to be part of city govemment's
decision-making process. We further request that the SainY Paul City Council reiterate it's
support that ati neighborhood developments be reviewed for comment by the appropriate Districi
Councii: '
Resolution #2
"The CapitolRivet Counci3 as a weil establi�hed Cortununity Council with an ei�cted Board of
Directoas.shoutd be granted authority to oversee operatioas and take over developments of the
RiverCentre. The RiverCentre Authority as an advisory group should report to the CapitotRiver
Council "
Please incIude our resolutions in your discussion at today's Policy Session.
Sincerely,
Bill Englund, Cha'u
o� �s�
Wild Troll� Recap for October
W 7th
11-Oct 273
15-Oct 169
18-Oct 255
20-Oct 250
22-Oct 173
27-Oct 215
29-Oct 259
Grand DT
344
105
185
157
146
179
200
303
83
113
205
97
274
172
Totals 1594 7316 7247 4157
Totals From October 11, 2000 thru February 28, 2001:
20806
vi-�58
WILD RIDER RECAP
November 2000
Ot
Wiid Shuttle Rider Recap for December
2D00
ot - l5�'
WILD RIDER RECAP January 2001
C�I-IS $
�
Selected RiverCentre Authority Partnerships
RiverCentre Tunnet Connection: The RiverCentre Authority has committed
$2.2 million of parking revenues from contract parking at the RiverCentre Parking
ramp to assist in financing the RiverCentre Tunnei Connection.
Central Librarv Tunnel Connection: The RiverCentre Authority has committed
up to $800,000 to construct the underground tunnel connection to the Saint Paul
Central Public Library. This $800,000 commitment comes from $1 of the first $2
increase of event rate parking at the RiverCentre Parking Ramp.
Taxicab Stands: The RiverCentre Authority has worked with LIEP and the taxi
industry to identify better, more visible locations for cab service during Minnesota
Wi1d games, and major RiverCentre events.
Minnesota Wild Shuttle: This shuttle service has provided transportation to
thousands of Minnesota Wild fans. This is a cooperative eifort between the
Capital City Partnership, the Minnesota Wi►d, the Saint Paul Area Chamber of
Commerce, the RiverCentre Authority, the Convention and Visitor's Bureau, the
City of Saint Paul and other organizations.
Minnesota State Hiqh Schoof LeauqelWCHA Tournev Shuttfes: This shuttle
service has provided transportation to thousands of Minnesota Wild fans. This is
a cooperative effort between the Capital City Partnership, the Minnesota Wild,
the Saint Paul Area Chamber of Commerce, the RiverCentre Author+ty, the
Convention and Visitor's Bureau, the City of Saint Paul, Standard Parking and
other organizations.
RiverCitv Ambassadors: These goodwill Ambassadors have delighted
thousands of Minnesota Wild fans, Saint Pau1 Winter Carnival Parade attendees,
Minnesota State High School League Tournament attendees and others. This is
a cooperative effoR between the Capital City Partnership, the Minnesota Wild,
the Saint PauV Area Chamber of Commerce, the Saint Paul RiverFront
Corporation, the Saint Paul Hotel, the Lowertown Redevelopment Corporation,
the RiverCentre Authority, the Convention and Visito�s Bureau, the City of Saint
Paut, Standard Parking and other organizations. In addition, General Mills
Corporation contributed $7,500 to this project as part of their bannering project
on Kellogg Boulevard.
Traffic and Parkina Coordination Meetinqs: The RiverCentre Authoriiy has
hosted these weekiy, and bi-weekly meetings since June. Participants incfude
the Ordway Center for the Performing Arts, the Science Museum of Minnesota,
Public Works, the Saint Paul Police Department, SPAC and Wild staff, the
Convention and Visitor's Sure.au, Landmark Center and othet' individuals and
organizations. This group meets frequently to compare notes regarding events,
parking and traffic issues and attempts to get ahead of the curve to meet
bi-�5�1
challenges and handle new opportunities.
Bouyed by the enthusiasm of the MSHSL and WCHA tournaments returning to
Saint Paui, the RiverCentre Authority and SPAC worked with the Convention and
Visitors Bureau to enlist the aide of dozens of volunteers to hand out maps,
buttons, directions, advice and good cheer to the thousands of visitors who have
come to our City during "March Madness".
Meetincls with District 17 CouncillNorth Looa Block Gtub: Met with these
organizations to share with them the happenings at RiverCentre and ask how we
can work with them to address needs and concerns they may have about
visitors, downtown issues and the impact of the RiverCentre on their
organizations and members.
Rov Wilkins Center: The RiverCentre Authority, in cooperation with the City of
Saint Paul, the CVB, the Ordway, SPAC, and other organizations, is working
hard to secure public and private funds to build a living, perFormance facility
memorial and tribute to one of America's Civil Rights leaders.
Snoopv Paint-A-Thon: The RiverCentre Authority worked with the City of Sa�nt
Paul and other sponsoring organizations to provide space and staff support for
the great Snoopy Paint-a-Thon that set the stage for the phenomenal success of
"Peanuts on Parade" in Saint Paul.
ParkSmartiShuttleSmart: These two educational programs were created to
inform the public traveling to our facilities of the more convenient, less hassle
way of coming to Saint Paul, and how to relieve tra�c congestion at and around
our facilities. Partnerships with the Sa'int Paul Pioneer Press, the CVB and the
Saint Paul Area Chamber of Commerce have heiped to print hundreds of
thousands of these invaluable resource tools for visitors and commuters to our
City.
Diversitv Marketinct: Spearheaded by the efforts of Commissioner Richard
Aguilar, this group meets regulariy to discuss how the RiverCentre Authority, the
CVB and SPAC can be more effective at expanding our network into the ethnic
marketp{ace. This important market is a mu4ti-billion one for the R+verCentre to
be engaged with and active with.
Kelloa9 Boulevard Proiect: The RiverCentre Authority worked closely with the
City's Public Works Department, and other organizations, to determine the
impact of this major project on customers, tra�c and commuters. Through a
broad scope of discussion, coordination of this project, and communicating its
impact to the public has become a central element of the effort to make sure this
project goes smoothly, with as minimal disruption as possib{e.
�1
Interdepartmental Memorandum
CITY OF SAINT PAUL
��....
DATE: October 18, 2000
T0= RiverCentre Authority Member Dan Bostrom
CC: RiverCentre Authority Members
RiverCentre Authority Bxecutive D'uector
Mayor Norm Coleman
C}t� Attomey Clayton Robinson
Ybeputy City Attomey Eleni Skevas
FROM: Assistant City Attorney Peter McCail� (j D
Assistant City Attomey Matt Pfohl,��/ �aw
.µ.�
�� RiverCentre Authority and "A Visifor Strategy for powntown Saint Paul"
ISSLiE
In August 2000, the RiverCentre's Executive Director presented a brochure to the RiverCentre Authority
entitled, "A Visitor Strategy for powntown Saint Paul." You have requested general information
regarding the duties and powers of the RiverCentre Authority, as well as an opinion regazding whether the
RiverCentre Authority is empowered to undertake the brochure's recommended activities.
SUMMARy
We have concluded that the Minnesota Legislature specificaIly limited the duties of the Civic Center
Authority (which now does business as the RiverCentre Authority) to those activities that aze connected,
geographicaily or otherwise, to the openrion of the Civic Center itself. Our conclusion is based on a
narrow interpretation of the law which created and carved out the Authority as an agency of the City of
Saint Paui. This law states that the Authority may "operate the civic center of the city of Saint Paul,"
rather than that the Authority may "operate the downtown area of ihe city of Saint Paul."
Accordingly, we believe that any recommendation in the brochure which is not connected to operating the
Civic Center wou]d fall outside the limits of the Authority's powers and duties. It is our opinion that the
Legislature intended for such downtown-related operations to be left to the control and responsibility of
the City of Saint Paul, rather than to the RiverCenue Authority.
vi �s�s
Ari'ALYSIS
L DUTIES AND ppWE�
The RiverCentre Authority, also known as the Civic Center Authority, was created pursuant to Minnesota
Laws 1969, Ch.1138, § 3(amending Ivlinnesota Laws 1967, Ch. 459). The Legislature provided: "There
is created an agency of the City of Saint Paul �own ar the civic center authority. "
A. Duties
The Authority's duties aze provided for in Subdivision 2 of the 19691aw:
'7he authority shall buifd ¢ ui maintain artd operate the civic centv.
Title to all properties shall remain in the City. of the city ofSaint Paul.
"
B. Powers
In addition to the general powers that aze implied &om the duties listed above, the subdivision lists several
specific powers for the Authority:
'7'o discharge its responsibilities the authority shall have power to:
(1) appoint and at its pleasure remove a managing director and a deputy director and f:x their
comperuation.
(Z) use the services of the Civil Service Department of the city of St. Pazrl to secure such other
employees as may be necessary to operate the authority and the civic ce�rter, who shall be in the
class�ed service ofthe city ofSt. Pau1.
(3) manage the civic center, and rrtake regulations regarding itr use, and in particular prescribe
the charges to be made for its use, determine when free use sha11 be granted for worthy civic
activities, and control the actioru of any person licensed for the sale of intoxicating liquor upon
t/:e premises ojtlse center. This enumeration of powers shall not be construed as a limitation
upon the general powers of the authoriry.
(4) make contracts and purchases which shall, except as provided in subdivision S, be made as in
the case of other city agencies and bureaus.
(S) acceptand expendaccording to their termsanygiftsfromgovernment or individualsfor civic
center purposes.
II• MAY THE AUTHORITY UNDERTAKE THE ACTIVITIES RECO�iNiENDED IN THE
2
c�t- �SFl
BROCHURE?
The brochure's recommendations must be reviewed to determine whether they fall within the duties and
powers authorized by the Minnesota Legislature. We note, however, that there is no controlling legal
authority or precedent for these deteiminations; they aze based on a straight-forwazd reading of the law
as applied to each recommendation in the brochure. Furthermore, some of the brochure's
recommendations aze broad, aad additional or more specific information about each recommendation
could lead to a contrary determinarion from this office. These views, therefore, aze subject to further
review and secondary analysis upon receipt of additionai information regazding each recommendation.
It is also important to note that many of the recommenda�ons in the brocfiure pertain to acfivities that fall
within the City of Saint Paul's general powers, For instance, the City of Saint Paul is responsible for the
cleanliness aad safety of its downtown azea, while the Civic Center Authority would be responsible for
the cleaziliness and safety of the Civic Center complex. pur opinioa is based on an assumption that the
Minnesota Legislature, in creating the Authority in 1969, never intended to transfer any pre-existing duty
of the City of Saint Paul to its newly-created agency, the Civic Center Authority. Rather, we believe that
the Legislature created the Authority in order to carve out an entirely new set of duties and obligations
separate &om the City of Saint Paul; duties and obligations which aze directly related to managing and
oP��g the (in 1969) soon-to-be constructed Civic Center complex.
Hence, in order to read the Authority's powers consistently with the City's pre-existing broad duties and
responsibilities, we have interpreted the Authority's powers narrowly and strictly, so that any activity that
is not directly related or limited to the "operation of the Civic Center" is outside the powers and duties
granted by the Legisiature. We do not mean to say that the Authority is prohibited from participating in
or assisting in activities which aze related to the downtown azea in general, since many of these downtown
activities couid indirectly benefit the operation of the Civic Center. 1'he Authority may (and arguably
should) certainly assist in those activities, to the extent they impact the operation of the Civic Center. We
believe, however, that the Legislature did not intend for the Authority to control these activities. For
instance, although the Civic Center Authority should assist in downtown tra�c control, especially when
traffic is impacted by Civic Center events, we do not believe the Legislature intended for the Authority
to control all downtown traffic, especially since such control could negatively impact the operations of
other dowatown activities at locations such as the Ordway, the Science Museum, and the Landmark
Center.
With this general philosophy in mind, we now review each of the activities recommended in the brochure.
A. Traffic Management and Control (pp. 6-13)
The first recommendation is to manage and control Yraf6c by: (1) Hiring off-duty St. Paul police for
events; (2) Closine narts of Kello2e Boulevazd (3) Conh�olling the exiting tra�c from the RiverCentre
and Keliogg Boulevazd ramps, (4) Increasine the staffin¢ of the Citv°s Traffis Mana¢emeni S, stem
"TIvIS" (5) Turnin over command of tra�c decisions from the Citv's ublic ��•orks de artment to the
RiverCentre Authoritv, (6) Inteeratine the Ciri's TMS into the State DOT s stem. (7) IncreasinQ the
C�1- �5Ff
Ciri's TMS camera caoacitv and street views, and (8) Assisting in non-personnel zelated traffic
management.
Many of these recommendations fall within the City's existing authority to manage iu downtown traffic,
which has not been further delegated to the Authority. A cursory review suggests that each of the
underlined recommendations would fall outside of the Authority's duty to build, equip, maintain, and
operate the Civic Center, and outside iu power to manage the Civic Center.
B. Parking (pp.14-19)
The next recommeadation is that the Authority: (1) support the efforts ofsubscription-based organizations
to pre-sell pazking spaces to their customers, (2) create aad impiement an aggressive marketing, pubiic
relations and media relations plan, (3) create a"hodine" as a central so rce for downtown traffic
mana¢emen (4) create a downtowa shuttte svstem for nazkm¢ facilities to encouraee fringe azea Darki�,
(5) implement a customer service trainine nroeram for downtown nazkin ramn emnlovee .(6) construct
additional downtown narkin¢ facifities (7) create informative signage, and (8) create a parking tracking
management system.
Again, these recommendations appear to fall within the City's existing authority to improve downtown
pazking, which has not been further delegated to the Authority. The underlined recommendations appeaz
to fall outside the Authority's duty to build, eguip, •maintain, and operate t/re Civic Center, and its power
to manage the Civic Center.
C. Freeway Signage (pp. 20-22)
The brochure offers the following sign-related recommendations: (1) Messages should be located on all
major roadways into the City; (2) Signage should visible and controlled by City Officials; (3) A low
frequency Radio station should be created; and (4) the Authority should seek assistance from DOT, Met
Council and others to develop marketing and promotions ptan regazding entering and leaving the City.
Since they all seek to assist RiverCentre visitors in locating the Civic Center facility, these activities do
arguably all fall within the Authority's duty and power to "operate" the Civic Center.
D. Additional Efforts (pp. 23-33)
The foIlowing additional recommendations aze presented: (1) Creation of downtown "Ca ital Citv
Ambassadors' ;(2) Retainin¢ a do�vntown mazketina, promotions and PR firm•
, (3) Creatine a downtown
event trackin and man ement s stem. and hirin a calendar ro am administrator to oversee it; (4)
Tumine over manaeement ofthe downtown skvwav stistem to the Authoritv; (5} Examinin� downtown
nublic plazas for tmprovements; (6) Retamine a Master Gardenerto create a nlan for downto�vn flowers
and olantines; (7) Creatin a lan addressme downton�n sidewalk sw•eenine raffiti removal strcet
washine trashremoval andstorefrontrenairs,(8)Studvm�whetherincreaseddowntocvn olice resence
is needed; (9) Creatine downtown information kiosks; (10) Creatine anew downto�ti•n map s stem; and
4
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(11) Creatine a downtown hannerin plan.
Many of these recommendations fall within the City's existing authority to manage its downtown azea
which has not been further delegated to the Authority. A cursory review suggests that each of the
underlined recommendations would fall outside of the Authority's duty to build, equip, maintain, and
operate tfie Civic Cenfer, and outside its power to manage the Civic Center.
5
c�i- is�
I.) Specific Areas of Concem regarding transportation, traffic and parking;
and proposed solution options and costs estimates for the various
solutions.
In general, great progress has been made to coordinate transportation, traffic
and parking. The RiverCentre Authority has wotked closely with many
organizatians, inc4uding Metro Transit and the Chamber of Commerce
Transportation Management Organization to strategize on a number of areas.
Some of them include addressing issues such as:
* The high cost of traffic control and management in the streets. Current costs
for events, such as Hockey games, concerts, or major events at the RiverCentre
run about $5,000 per event. The hourly rate for overtime traffic control officers is
approximate{y $45 pec hour.
* The need to implement a more aggressive troiley and shuttle service
throughout the City to benefit more neighborhood businesses from business that
is generated from the RiverCentre, the Xcel Energy Center, the Roy Wilkins
Auditorium and other traffic generators in the downtown core.
• The need to implement a more aggressive remote shuttle park and ride
program, particularly in light of the shutdown of the "Harvest States" lot, the
major project on Kellogg Boulevard and other general high traffic/parking
demand events in the downtown core.
* The need to construct at least two additional parking facilities to service the
needs of the RiverCentre and other downtown attractions.
* The need to continue to improve the coordination between tra�c generators,
the Public Works traffic management system and command and control in the
streets for event traffic management.
* Better directional signage on freeways, and in downtown and other signage
collateral.
II.) Specific areas of concern regarding public safety, downtown
cteanliness and attractions, marketing and promotions; and proposed
solution options and cost estimates for the various solutions.
In generai, the RiverCentre is concerned about the condition of all of downtown
as it relates to the visitors we bring into the City each year. The City does a good
job at providing the basic level of City services in downtown, as it should and
other public and private organizations have been working hard to provide a
leadership role in these areas.
vi- is�
Efforts have already been taken by many organizations, including the
RiverCentre, to address issues such as the condition of bus shelters, sidewaik
cleaning, improved signage in skyways and on the streets and in public p{aces.
Downtown Saint Pau4 should be like Disney. While great work has been done,
there is nothing that cannot be improved upon. .
III.) The partners and other organizations the Authority would like to bring
together on a regular basis to discuss future and further opportunities for
downtown Saint Paui and provide some examples of how those
opportunities could translate into maximum benefits for residents and
businesses in alt of Saint Paul's neighborhoods.
Organizations such as the Capital River Council, and other downtown
organizations, and with those participants and organization commiiied to the
same goals and vision of making Saint Paul more inviting and attractive to
visitors.
There are multiple things that can benefit residents and businesses. Shuttles,
trolleys, more parking in downtown, greater promotional tie-ins, more community
use of our facilities for things such as Senior Walking Programs, practice areas
for community organizations.
In addition, we should not forget the need to keep downto�vn an inviting place for
Saint Residents in and out of the downtown neighborhoods. The more we
coordinate efforts on a variety of fronts, the more inviting we make it for resident�
and visitors alike.
iV.) All Authority approved or planned 2001 spending for activities
"Outside of the RiverCentre Complex", including financiai support for
downtown promotions or contributions to other agencies and
organizations which promote Saint Paul.
The RiverCentre budget, approved by the City Council, inciudes a budget for
marketing and promotions items, advertising, and public relations activities that
are designed to assist in booking the building. Beyond those items, the only
other commitments for activities outside of the Rivercentre complex are as
follows:
"$800,000 for the Central Library tunnei connection.
' A percentage of payment for the $2.4 million RiverCentre Tunnel Connection
that +s derived from the $5 per contract parker surcharge at the RiverCentre
Parking Ramp.
` bi
V.) All anticipated work program items for the Authority or its staff for
"Outside the RiverCentre Complex" initiatives, even if no RiverCentre or
Hotel-Motel tax money is anticipated to be used for the initiatives.
Parking, traffic, transit and other development opportunities that will benefit the
RiverCentre. ,
VI.) Projections for how much total additional revenue is expected to be
generated this year from RiverCentre Event Parking when the rate was
increased from $6 to $8 per event, including how much of the additional
revenue will go to the Wild for hockey games, how will go to the Authority,
and how much of the Authority's money is being reserved for debt service
for the skyway-tunnel connection to the RiverCentre. Does the Authority
have any formal position for using the new event parking revenue which is
not reserved for the skyway-tunnel connection debt?
The anticipated increase in revenue attributable to the $6 to $8 increase in event
parking is approximately $400,000. Ofi that, $1 of the increase for each car has
been designated to be paid to cover the costs of the skyway tunnel connection to
the Central Library. The Authority position has been that any additional event
parking revenue should be dedicated to Capital Reserves, Operating Reserves
and ensuring adequate service operations at the ramp.
VII.) Projections for how much total additional revenue is expected to be
generated this year from F2iverCentre Event Parking when the rate was
increased from $8 to $10 per event, and how much of the additional
revenue will go to the Wild for hockey games and how much will go to the
Authority. Does the Authority have any formal position for using this
additional revenue?
An additional $400,000 is expectsd to be generated from the $8 to $10 per event
increase. All of the money, as spelled out in the agreement with the Wild, for
Wild hockey games wil( go the Wild, the remainder of non-Wild event parking
revenues accrues to the benefit of RiverCentre. Again, the position of the
Authority has been to dedicate those funds to Capital Reserves, Operating
Reserves and ensuring adequate service operations at the ramp.
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IUDI"CH H. DUTCHER
STATE AUDITOR
February 12, 2001
STATE OF MINNESOTA
OFFICE OF THE STATE AUDITOR
SUITE 400
525 PARK STREET
SAINT PAUL. MN 55103-2139
(6597296-2»I (Voicei
(65 � ) 396�755 (Fa� i
statzaudiror@osastate.mn.us (E .Maili
1-800-627-3529 (Relay Sen �
Mr. Richard H. Zehring, Chair
Mr. Erich Mische, Executive Director
Ms. Conine Haas, Accountant
RiverCentre Authoriry of the
City of Saint Paul
Saint Pau1, Minnesota 55102
We are pleased to confirm our understanding of the services we are to provide pursuant to Minn.
Stat. § 6.49 far the RiverCentre Authority, an enterprise operation of the City of Saint Paul, for the
year ended December 31, 2000. We will audit the basic financial statements of the RiverCentre
Authority as of and for the years ended December 31, 2000 and 1999. Also, your annual financial
report will include the following additional information that will be subjected to the auditing
procedures applied in our audit of the basic financial statements:
• Supplementary information.
Your annual financial report will also include the following additional information that will not be
subject to the auditing procedures applied in our audit of the basic financial statements:
Statistical information.
Audit ObjecYives
The objective of our audit is the expression of an opinion as to whether the basic financial statements
are fairly presented, in all material respects, in conformity with generally accepted accounting
principles and to report on the faimess of the additional informarion referred to in the first paragraph
when cansidered in relation to the basic financial statements taken as a whole. Our audit will be
conducted in accordance with generally accepted auditing standazds; the standards far financial
audits contained in GovernmentAuditing Standards, issued by the Comptroller General ofthe United
—. Recycled paper ait6 a mmimmn of
__ � 159c poso-consumer waste �� An Equal Oppoaumry Emplotr;
v�- i�g
RiverCentre Authority
of the City of Saint Paul
February 12, 2001
Page 2
States; and the legal provisions of the Minnesota Legal Compliance Audit Guide for Locul
Government, and will include tests of the accounting records of the RiverCentre Authority and other
procedures we consider necessary to enable us to express such an opinion and to report in confomuty
with the provisions of the Minnesota Legal Compliance Audit Guide for Local Government. If our
opinion on the basic financial statements is other than unqualified, we will fully discuss the reasons
with you in advance. If, for any reason, we are unable to complete the audit or are unable to form
or have not formed an opinion, we may decline to express an opinion or to issue a report as a result
of this engagement.
We will also provide reports (that do not include opinions) on intemal control related to the financial
statements and compliance with laws, regulations, and the provisions of contracts or grant
agreements, noncompliance with which could have a material effect on the financial statements as
required by GovernmentAuditing Standards.
Management Responsibilities
Management is responsible for establishing and maintaining internal control and for compliance with
laws, regulations, contracts, and agreements, including grant agreements. In fulfilling this
responsibility, estimates and judgments by management aze required to assess the expected benefits
and related costs of the controls. The objectives of intemal control aze to provide management with
reasonable, but not absolute, assurance that assets aze safeguarded against loss from unauthorized
use or disposition, that transactions are executed in accordance with management's authorizations
and recorded properly to permit the preparation of basic financial statements in accordance with
generally accepted accounting principles.
Management is responsible for making all financial records and related information available to us.
We undexstand that you will provide us with such information required for our audit and that you
are responsible for the accuracy and completeness of that information. We will advise you about
appropriate accounting principles and their application and will assist in the preparation of yow
financial statements, but the responsibility for the financial statements remains with you. That
responsibility includes the establishment and maintenance of adequate records and effective internal
control over financial reporting, the selection and application of accounting principles, and the
safeguarding of assets. Management is responsible for adjusting the financial statements to correct
material misstatements and for confirming to us in the representation letter that the effects of any
uncorrected misstatements aggregated by us during the current engagement and pertaining to the
latest period presented are immaterial, both individually and in the aggregate, to the basic financial
statements taken as a whole.
C��
RiverCentre Authority
of the City of Saint Paul
February 12, 2001
Page 3
Audit Procedures--General
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements; therefore, our audit will involve judgment about the number of transactions to
be examined and the azeas to be tested. We will plan and perform the audit to obtain reasonable
rather than absolute asswance about whether the financial statements are free of material
misstatement, whether caused by error or fraud. Because an audit is designed to provide reasonable,
but not absolute assurance and because we will not perform a detailed examination of all
transactions, there is a risk that material misstatement may exist and not be detected by us. In
addition, an audit is not desi�ned to detect immaterial errors, fraud, or other illegal acts or illegal acts
that do not have a direct effect on the basic financial statements. However, we will inform you of
any material errors and any fraud that comes to our attention. We will also inform you of any other
illegal acts that come to our attention, unless clearly inconsequential. Our responsibility as auditors
is limited to the period covered by our audit and does not extend to matters that might arise during
any later periods for which we are not engaged as auditors.
Our procedures will include tests of documentary evidence supporting the transactions recorded in
the accounts, and may include tests of the physical existence of inventories, and direct confirmation
of receivables and certain other assets and liabilities by correspondence with selected individuals,
creditors, and financial institutions. We will request written representations from your attorneys as
part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of
our audit, we will also require certain written representations from you about thz financial statements
and related matters.
Identifying and ensuring that the RiverCentre Authority complies with laws, regulations, contracts,
and agreements is the responsibility of management. As part of obtaining reasonable assurance
about whether the basic fmancial statements are free of material misstatement, we will perform tests
of the RiverCentre Authority's compliance with applicable laws and regulations and the provisions
of contracts and agreements. However, the objective of our audit will not be to provide an opinion
on overall compliance and we will not express such an opinion.
Audit Procedures--Internal Controls
In planning and performin� our audits, we will consider the internal wntrol sufficient to plan the
audit in order to determine the nature, timing, and extent of our auditin� procedures for the purpose
of expressing our opinion on the RiverCentre Authority's basic financial statements.
We will obtain an understandin� of the design of the relevant controls and whether they have been
placed in operation, and we will assess control risk. Tests of controls may be performed to test the
effectiveness of certain controls that we consider relevant to preventing and detecting enors and
C�l-r5fl
RiverCentre Authority
of the City of Saint Paul
February 12, 2001
Page 4
fraud that aze material to the basic financial statements and to preventing and detecting
misstatements resulting from illegal acts and other noncompliance matters that have a direct and
material effect on the basic fmanciai statements. (Tests of controls are required only if control risk
is assessed below the maYimum level.) Our tests, if performed, will be less in scope than would be
necessary to render an opinion on intemal control and, accordingly, no opinion will be expressed.
An audit is not designed to provide assurance on internal control or to identify reportable conditions.
However, we will inform the governing body or audit committee of any matters involving intemal
control and its operation that we consider to be reportable conditions under standards established by
the American Institute of Certified Public Accountants. Reportable conditions involve matters
comin� to our attention relating to significant deficiencies in the design or operation of the internal
control that, in our judgment, could adversely affect the entity's ability to record, process,
summarize, and report financial data consistent with the assertions of manaeement in the basic
financial statements. y
Audit Administration
Our tazget date for providing you with a draft copy of the management and compliance report is June
30, 2001. If we are unable to meet this date, you will be notified in advance.
Our working papers are retained for a minimum of three yeazs and aze available for access by
appropriate govemmental agencies. In addition, we will be available throughout the year to answer
questions, provide assistance or assist you in implementing any of our recommendations.
Our fees are based on standard hourly rates and overhead charges, plus travel and any out-of-pocket
expenses. Our standazd hourly rates vary according to the deeree of responsibility involved and the
experience level of the personnel assigned to your audit. Progress billings �till be mailed to you
every four weeks. The condition of your records and the assistance you aze able to provide us affects
both the timeliness and cost of the audit.
As required by Government Auditing Standards, the Office of the State Auditor has had an
independent review of its quality control system. A copy of the unqualified report is available upon
request.
We appreciate the opportunity to be of service to the RiverCentre Autharity of the City of Saint Paul
and believe this letter accurately summarizes the significant terms of our enga�ement. If you have
any questions, please contact me at (651) 296-4715, Chan Jadoonath, Audit Mana�er, at (651)
296-4083, or Rick Pieh who will be in chazge of this audit, at (651) 296-25> 1. If you agree with
the terms of our engagement as described in this letter, please sign �vhere pro� ided and return it to
us. A"Client Audit Prepazation Checklist" �n�ill be provided to you under separate cover.
pi-158
RiverCentre Authority
of the City of Saint Paul
February 12, 2001
Page 5
Sincerely,
C � / �
� ���
Tom Karlson, CPA
Senior Audit Review Manager
Approved:
This letter correctly sets forth the understanding of the RiverCentre Auchority of the City of Saint
Paul.
C - - -�,� _, -,
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—Richazd Zehring, �� ; cl �1. i c�� Date
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Erich-}Vlis .- xec iv`e ire Date
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Corrine Haas, Accountant Date
v►-�s�r
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Date: February 22, 2001
To: Rick Beeson
Erich Mische
From: Martha Fuller
Re: Follow up — Finance Meetin� Discussion
I. State of Minnesota Financial Audit
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�
�, �„
As in prior years, the State will conduct its audit of the RiverCentre financial statements,
in conjunction with its audit of the City of Saint Paul financials. Also, the RiverCentre
will issue a set of standalone financial statements, along with statistical information in the
footnotes, as it has in prior years. The State Auditor's audit scope and procedures will be
sufficient to issue their opinion on the standalone statements, and to review and compile
the footnoted statistical information.
SPAC will request its own auditor, Arthur Andersen, to do a preliminary review of the
RiverCentre statements prior to the State Auditor's audit. The two audit firms aze
coordinating details regarding timing of and responsibility for various preparation and
other work to be performed.
II. Cost Aliocation Plan
Labor Cost Tracking
Hourly SPAC staff currently use either time cards or time sheets to record their hours
worked. Both methods require that the staff track time by event and/or activity, and that
their supervisor approve the actual time spent and allocated.
Salaried SPAC staff allocate their time spent, by pay period, on a percentage basis, based
on their various assigunents and acrivities performed in that pay period.
Documentation of time allocated to RiverCentre activities is available for each pay
period, on an employee by employee basis.
The automated Time Trax system implementation has been delayed due to technical
difficulties encountered in setting up the system to accommodate the time trackin� and
interface requirements of SPAC, Volume Services (Arena and RiverCentre
concessionaire) and Wildside Catering (Arena and RiverCentre caterer). These
difficulties aze being resolved with the vendor and the Time Trax system will be
operational by February 28, 2001.
=��
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The State Auditor is expected to begin audit work on the Aecember 31, 2000 RiverCentre
financial statements during the last week of February. As part of verifying the
reasonableness and proper statement of RiverCentre revenues and expenses, the State
Auditor will review the allocation of various expenses between the Arena and
RiverCentre as reported by SPAC for the period be�inning July 1, 2000.
Ec�uipment Tracking and Usage, Space Usage
SPAC staff are presently coordinating an inventory of equipment in place at the Arena
and RiverCentre. The RiverCentre has maintained an ongoing inventory of fumiture,
fixtures and equipment as part of its City reporting obligations. This will be updated for
any capital items added since SPAC assumed management responsibilities as of 7/1/00.
(These are anticipated to be relatively limited.)
The Arena FF&E listing is being prepared from construction purchase orders and
receiving lists. These lists are still being augnented as fmal construction activity is being
wrapped up. SPAC management is working with the RiverCentre and City accounting
staff to establish an efficient, meaningful threshold for tracking and reporting various
types of FF&E.
Once the FF&E inventories are complete, items that are used in both the RiverCentre and
Arena will be highlighted. As part of the inventory process, storage and other spaces in
the RiverCentre and Arena that are used for shared functions will also be identified and
noted on a complex-wide map.
The FF&E inventory and mapping exercises are expected to be complete by April 15,
2001. SPAC will work with the RiverCentre Executive Director to develop a
recommendation for capital repairs and improvements for the RiverCentre by May 1,
2001.
Combined Rental Events
To date, there have been no events that utilize both RiverCentre and Arena facilities.
Revenue and Expense Reporting
SPAC management will work with both Wildside and Volume Services to develop
monthly financial reports, with actual and budget comparisons. SPAC will also develop
a recommendation for the RiverCentre regarding limited audit/review procedures to be
perforxned as of June 30, 2001, regarding Wildside and Volume Services' internal
controls and reporting procedures for RiverCentre activities.
III. Banking
SPAC has established an operating account for RiverCentre receipts and expenditures.
While most RiverCentre expenses are paid by SPAC and then charged back to the
` �j►-lS $
RiverCentre, certain expenses may be paid directly from the RiverCentre operating
account. SPAC maintains a transaction by transaction accountin� for all RiverCentre
receipts and disbursements and reconciles the operatin� account on a monthly basis.
The operating account is managed by SPAC. The RiverCentre Executive Director,
Authority Chair, and City Finance Director aze also aathorized signers on this account.
The RiverCentre also has funds on deposit with the City of Saint Paul — essentially, its
operating reserves. SPAC management is not an authorized signer on this account.
V arious debits and credits to this account are initiated by City finance staff — for example,
for City assessments, interest earnings, etc. SPAC staff record these transactions so that
they are properly reflected in the RiverCentre financial statements.
The City had assessed a central service charge to the RiverCentre prior to SPAC
assuming its management responsibilities on 7/1/00. This chazge covered the various
administrative services — payroll, accounting, purchasing, etc. — provided by City
personnel for RiverCentre activities. This charge continued subsequent to 7/1l0�, but
after discussion with the City Finance Director and RiverCentre Executive Director, these
charges were discontinued and the amounts debited since 7J1/00 have been credited back
to the RiverCentre's account.
Financial Reports
The RiverCentre has continued to receive its regular monthly financial reports from
SPAC since it assumed management responsibilities on 7/1/00. Certain months have
seen delays in delivery of these statements, such that they were not available for the
Authority's next meeting following month end. Difficulties in maintaining the existing
financial software, and the previously-mentioned Time Trax implementation delays,
made it difficult to prepare the statements on a timely basis.
SPAC has begun impiementation of a new finance system as of 1/1/Ol, which will be
used to record all SPAC (including RiverCentre) transactions and produce the
RiverCentre statements. Once this implementation is complete, this new system, coupled
with successful Time Trax implementation, should facilitate more rapid, efficient
production of the RiverCentre's monthly financials.
The RiverCentre Authority and Executive Director have not, to date, requested any
modifications to the monthly or annual RiverCentze financial statements, other than those
noCed in the following section.
Blees Follow up Ttems
SPAC management fees will be displayed on the monthly RiverCentre statements, along
with the breakout of how the performance incentive and sponsorship fees are computed.
o�- is s
SPAC management will deliver to the RiverCentre Executive Director a draft outline of
the components of its overhead reimbursement fee by Mazch 15, 2001.
oi- �sSl
Agreement for RiverCentre
between
Civic Center Authority, an Agency of the C+ty of Saint Paul
(also known as RiverCentre Authority)
and
Saint Paul Arena Compamy, LLC
a�- �s�
TABLE OF COti'TENTS
Section I.
1.1
12
13
1.4
Section 2.
2.1
2.2
23
2.4
2.5
2.6
2.7
En�agement of Manager; Services .....................................................
Engagement........................................................................................
Scopeof Services ....-------° ...........................°°---,.........-°--.................
SpecificServices -�--•--........--•---.....----�--� ............. ................................
OperatingStandards ...........................................................................
Term and Termination .............................................
Term........................................................................
**[intentionalty deleted]** ......................................
Optional Termination ..............................................
Termination for Default ...........................................
Arena-Related Rights to Terminate .........................
Termination for Failure to Approve ........................
Effect of Tertnination ..............................................
�
....................................................6
....................................................6
.................................................... 6
....................................................6
....................................................7
.................................................... 8
_ .................................................8
Section 3. Authority Oversight and Authority Representative; Use by Authoriry
3.1 Oversight and Authority Representative ...............................................
3 .2 Use by the Authoriry ............................................................................,
Section 4. Contracts Regarding RiverCentre ........................................................
4.1 Extraordinary and Ordinary Contracts .................................................
4.2 Contract Adrninistrator .........................................................................
43 Contracts with Affiliates ......................................................................
4.4 Mutually Advantageous Arranaements ................................................
Section 5.
5.1
5.2
53
5.4
5.5
5.6
5.7
Section 6.
6.1
6.2
63
6.4
6.5
6.6
6.7
6.8
6.9
................... 9
...................9
.................10
............................. I 1
.............................11
.............................12
.............................13
.............................13
Person l ...................................... .................................................................................... I 4
Employment and Supervision; Appointment of Executive Director .................................14
ExistingEmployees ...........................................................................................................
Collective-Bargaining Agreements ...................................................................................15
Offersof Employment .......................................................................................................
EmployeeBenefits ...................................................................................................... .....16
AssumedObligations .................................................................................................... ...16
NoSolicitation ...................................................................................................................
Operating Year; Budgets; Reports .................................
CalendarYear ................................................................
Operating Budgets .........................................................
Accounting, Recording and Aflocations ........................
Monthly and Annua( Reports ........................................
Capitat Expenditures .....................................................
Authority Administrative Budget ..................................
City Council Approval ..................................................
Modifications to Budgets ..............................................
Operating Standards ......................................................
..................................................18
..................................................18
.................................................. I 8
.................................................. I 9
..................................................20
..................................................21
..................................................22
..................................................23
.................................................. 2 3
..................................................23
Section 7. Receipts and Disbursements; Punding ..............................................................................23
7.1 Receipts and i�isbursements ..............................................................................................23
bl
7.2
73
Section 8.
8.1
82
83
8.4
8.5
8.6
8.7
Fundin� .............................................
No Obligation of Managerto Fund..
Management Fees; Commissions........
Management Fees ................................
Base Amounts .--°----°-- ......................
Quality Amounts .................................
Revenue Amounts ...............................
Comm issions .......................................
Li m itation ............................................
Prorated Amounts ................................
Section 9. Indemnificationand Insurance .................
9.1 Indemnification ........................................
9.2 Snsurance ..................................................
.................. ... 24
.....................
.....................................2 5
...---.........-° •---°---........:? 5
.....................................2 5
.....................................25
.....................................26
............................�--......27
.....................................2 8
....................................29
....... .............................
.....................3 0
.....................3 0
.................... 3 2
Section 10. Ownership ofAssets; Related Obligations; Audit Rights .................................................33
10 .1 Ownership .........................................................................................................................
102 Authority Obligations .......................................................................................................
103 **[intentionallydeleted�** .......................... .........................................35
....... .....................
$ection 1l. Representations and Warranties .......................................................................................
I 1.1 Representations and Warranties of Manager ....................................................................
11.2 Representations and Warranties of the Authority .............................................................
Section 12.
12.1
12.2
123
12.4
12.5
12.6
12.7
12.8
12.9
12.10
12.11
12.12
12.13
12.14
12.15
12.16
12.17
12.18
12.19
Other Provisions ...............................................................................................................
Relationship ....................................................... .............................................................. 8
Severabi ........................................................................................................................3 8
Force Majeure; Certain Changes tc Rivzfientre ............... ...........................................:.38
Waiver ............................................................................................................................... 40
Headings; References Of Inclusion ...................................................................................
Entire Agreement ..............................................................................................................
S u rvival .............................................................................................................................
Third Party Beneficiazies ...................................................................................................
A s signment ........................................................................................................................ 41
Governing ..................................................................................................................
Dispute Resolution ............................................................................................................
Jurisdiction Venue .......................................................................................................
Negotiated ..............................................................................................................
Not ices ...............................................................................................................................
A m endment ....................................................................................................................... 43
Counterparts ...................................................................................................................... 43
Public ........................................................................................................................
Compliance Laws ......................................................................................................
Convention and Visitors Bureau Agreement .....................................................................
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Exhibit A
E�ibit 13
Exhibit 32
Exhibit 4.1
Exhibit 5.2
E:chibit 5.5
Exhibit 62
Diagram of RiverCentre
RiverCentre Event Booking Policy
Recurring Events
Contracts Currently in Effect
Information Regarding Existing Employees
Employee Benefits Provided by Manager
Format of Operating Budget
iii
ol �S
Defined Term
50°/a Test
Administrative Budget
Agreement
Annual Report
Annual Report Date
Approved Capitaf Budget
Approved Operating Budget
Arena
Arena Lease
Authority
Authority Approval
Authority Representative
Base Amounts
City
Continuing Obligations
CVB
CVB Agreement
Dispute Notice Date
Executive Director
Esisting Employee
Extended Contract
Extraordinary Contract
Force Majeure Event
Gross Revenue
Hired Employee
Indemnified PaRy
Indemnifying Party
Losses
Manager
Manager Representative
Monthly Statement
Multi-Year Project
New Contract
New Reveaue
Offer
List of Defined Terms
Section Reference
8.6
6.6
Introduction
6.4
6.4
6.5
6.2
Introduction
[ntroduction
Introduction
3.1
3.1
8.1
Introduction
2.7
12.19
12.19
12.1(
5.1
5.2
8.5
4.1
123
8.4
5.6
9.1
9.1
9.1
[ntroduction
3.1
6.4
6.5
8.5
8.5
5.4
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Defined Tecm
One Time Retirement Cost
Operating Accounts
Operating Standards
Optional Termination Date
Ordinary Contract
Preliminary Report
Prorated Target
Quality Amounts
Revenue Amounts
RiverCentre
RiverCentre Authority
RiverCentre Contract
Signing Date
Start Date
Term
Section Reference
5.6
7.1
1.4
23
4.1
6.4
8.7
8.1
8.1
Introduction
Introduction
4.1
4.1
2.l
2.1
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AGREEMENT FOR RIVERCENTRE
THIS AGREEMEYT FOR RIVERCEYTRE (this "AgreemenP') is made and entered into this
3L�� day of June, 2000, by and between the Civic Center Authority (also known as "RiverCentre
Authority"), an agency of the City of Saint Paul (the "Authority"), and Saint Paut Arena Company, LLC,
a Minnesota limited liability company ("Manager").
WHEREAS, the City of Saint Paul (the "Ciry") owns the facilities in downtown Saint Paul,
Minnesota, known as RiverCentre, including the convention center known as "Touchstone Energy Place,"
the Roy Wilkins Auditorium, and the RiverCentre parking ramp south of Kellogg Boulevard (plus any
pedestrian connection constructed linking RiverCentre to the City's sk}nvay system) shown on Exhibit A
(cotlectively, "RiverCentre"), and the Authority has the authority and responsibility to provide for
management and oversight of RiverCentre; and
WHEREAS, Manager is engaged in the business of providing management services for public
assembly facilities, including the sports and entertainment arena (owned by the City) currently under
construction adjacent to RiverCentre (the "Arena"), which is subject to an Arena Lease dated January 15,
1998 (the "Arena Lease"), among the City, the Authority and Minnesota Hockey Ventures Group, LP, as
Tenant, which Arena Lease has been assigned by Tenant to Saint Paul Arena Company, LLC; and
WHEREAS, Manager desires to provide management services for RiverCentre and the Authority
desires to obtain such management services from Manager, on the terms and conditions stated herein;
NOW THEREFORE, in consideration of the mutual covenants, terms, conditions, and
obligations stated herein, and intending themselves to be legally bound hereby, the Authority and
Manager hereby agree as foliows:
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Section 1. En2aQement of Manaeer; Services
1.1 Ensaeement. The Authority hereby engages'Manager to manage, operate, maintain,
market and promote RiverCentre for public purposes (in accordance with Minnesota Laws 1967,
Chapter 459, as amended to date), and Manager hereby accepts such engagement under the terms and
conditions provided below. This Agreement shall be consistent with all faws goveming RiverCentre,
incfuding specia( legislation.
1.2 Scope of Services. Manager sha(I perform and provide such mana�ement services as are
needed to manage, operate, maintain, and promote RiverCentre in a manner consistent with this
Agreement. Subjectto the limitations stated in this Agreement, Manager shall have general responsibility
and authority to conduct operations of RiverCentre and activities therein on behalf of the Authority.
13 Specific Services. In the course of managing RiverCentre hereunder:
(a) Manager shall, from time to time, hire, promote, supervise and direct all
employees and other personnet at RiverCentre (including work assignments, compensation, benefits,
performance reviews, discipline and discharge) in a manner consistent with this Agreement.
(b) Manager shall supervise all contractors, subcontractors and other contracting
parties providing goods or services to RiverCentre (incfuding food service, maintenance and security) and
shall negotiate renewals, extensions and rep(acements for the provision of such goods and services from
time to time and report such renewals, extensions and replacements to the Authority (al( in accordance
with Section 4 of this Agreement).
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(c) Manager shall manage capital improvements of RiverCentre, incfuding the
biddin� process for each improvement and supervision of the coastruction thereof, in each case subject to
the applicab(e Approved Capital Budget (as hereinafter defined).
(d) Manager shall arrange to rent, lease or pnrchase such equipment and supplies as
are needed from time to time for the operation and maintenance of RiverCentre, in each case subject to
the applicable Approved Operating Budget (as hereinafterdefined).
(e) Manager shall arrange for payment on behalf of the Authority of all operating
expenses for RiverCentre as contemplated in each Approved Operating Bud�et.
(� Manager shatl, on behalf of the Authority, take such actions as Manager shall
deem necessary to collect charges, rents or other amounts due to RiverCentre, or to enforce or pursue
damages under any license or other agreement regarding RiverCentre (including such legaf actions or
proceedings as Manager may deem necessary).
(g) Manager shatl maintain complete records and schedules for booking events and
other uses of RiverCentre.
(h) Manager shall provide, on behalf of the Authority, day-to-day administrative
services to support operations of RiverCentre, including budgeting and accounting; payroll; bilfing,
collections and disbursements; obtaining insurance (as provided hereinafrer); and maintaining on the
Authority's behalf such permits and licenses as are required to operate RiverCentre under such laws and
rules of govemment a�encies as are applicabfe to operations of RiverCentre.
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(i) Manager shall book and schedufe events to take place at RiverCentre (in each
case subject to the Authority's event-booking policy, a copy of which is set forth in E�ibit 13), shall
consult regularly with the Authority Representative on the schedulin� of events to ensure that RiverCentre
benefits from atl scheduling decisions, sha(( adveRise and promote use of RiverCentre for purposes of
realizing its futl potential, and, in connection therewith, may use the names "RiverCentre," "Touchstone
Energy Place," "Wilkins Auditorium," "RiverCentre Authority" and "Civic Center Authority of Saint
Paul" and retated logos and other marks for each, as well as names, logos and other marks of each paR of
RiverCentre as in effect from time to time. Manager will maximize operations and bookings of
RiverCentre to a capaciTy that is consistent with the spirit of this Agreement.
(j) Manager shall solicit, promote and sell on the Authority's behalf advertising at
RiverCentre and sponsorships of RiverCentre (i� each case consistent with the terms of agreemen.s then
in force) and shall pursue oppoRUnities for advertising and sponsorship that inctude both RiverCentre and
the Arena (in each case subject to Section 4, refating to contracts). Manager shall consuft with and obtain
approval from the Director, Office of Financial Services (City of Saint Paul), before signing any
agreement that results in "private business use" of RiverCentre (within the meaning of Section 141(b) of
[he Interna! Revenue Code of i 98b, as amended, and Treasury Re�ulations § 1.141-3 thereunder) or could
reasonably be interpreted as resulting in such "private business use."
1.4 Operatina Standards
(a) The Authority and Manager acknowledge and agree that a principal objective of
this Agreement is to manage RiverCentre in a manner that is reasonably prudent, consistent with
operations of other first-class pubfic facilities and consistent with the pub(ic investment that has been
made in RiverCentre. In addition, Manager acknowledges that these are public facilities and, as such, the
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public has a right to expect that such facilities are managed in a cdanner that is consistent with the public
investment that has been made.
(b) To that end, "consistent with" will refer to all areas of operations, including, but
not limited to:
(i) interior and exterior appearance of all facilities
(ii) employee performance
(iii) operation of all facilities
(iv) concessions and public facilities
(v) customer service
(vi) marketing and promotion of all facilities
(vii) customer satisfaction of all facilities
(viii) ingress and egress for parking
(ix) load and unfoad times for loading docks
(x) cleanliness, responsiveness and quality of food and beverage service
(xi) security
(c) Manager shall provide the services hereunder in such a manner not onty to
achieve such standards in 2001, but also to commit to meeting or exceeding such standards for each year
as set forth in the Approved Operating Budget for such year (the "Operating Standards").
(d) In addition to generaf guidelines developed by the Authority Representative, in
consultation with Manager and reviewing the practices and operations of other similar public facilities,
the Authority Representative will use the following too(s to determine if the Operating Standards have
been achieved:
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(i) customersurveys
(ii) vendor surveys
(iii) general public surveys
(iv) Convention and �sitors' Bureau interviews
(v) RiverCentre Authority intervie�vs
Section 2. Term and Termination
2.1 Term. The period during which Mana�er shall provide services hereunder and during
which the Authority shall purchase and pay for such services in accordance with this Agreement (the
"Term") shall staR on July 1, 2000 (the "Start Date"), and end on December 31, 2004, unless terminated
sooner as provided in this Agreement.
2.2 **[intentionaflv defeted]**
23 Ootional'fermination. June 30, 2003, shall be the "Optional Termination Date:' Each of
the Authority and Manager shall have the right to terminate this Agieement, effective on the Optionaf
Termination Date and without cause or penafty, by giving notice of such termination to the other at least
90 days before such Optional Termination Date.
2.4 Termination for Default.
(a) If either party shall fail to pay when due any amount payable hereunder, then the
other party shall have (in addition to such party's rights to enforce this Agreement and receive
indemnification for any breach hereo� the right to give notice of such default. If such amount is not paid
within ] 0 days following the giving of such notice, then the party giving such notice may terminate this
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Agreement by notice of termination given within 30 days following the end of such 10-day period. If this
Agreement is terminated under this paragraph (a), then the terminating party shall have no further
obligations under this Agreement after such termination (other than Continuing Obligations (as hereinafter
defined)), but the defaulting party shall continue to be liable for such default and for all damages caused by
the defaultingparty's breach ofthis Agreement
(b) If either party shall fail to perE�orm any of such party's material obli�ations under
this Aoreement (other than a failure to pay when due any amount payable hereunder), then the other party
shall have (in addition to such party's rights to enforce this Agreement and receive indemnification for any
breach hereofl the right to give notice describing such failure with particularity. Upon receipt of such
notice, the failing party (i) shall take all reasonable actions to promptly cure such failure or (ii) if such
failure cannot then be cured in all respects (whether due to expiration of a time period or otherwise), shall
take alf reasonable actions to cure such failure to the extent possible and to prevent recurrence of such
failure. [f the failing party does not compfy with its obligationsunder this paragraph (b) within 60 days after
receipt of such notice of failure, t�ien the party giving such notice of failure may terminate this Agreemettt
by notice of termination given within 30 days folfowing the end of such 60-day period. If this Agreement is
terminated under this paragraph (b), then the terminating party shall have no further obligations under this
Agreement after such termination (other than Continuing Obligations), but the defaultin� party shal(
continue to be liabfe for such default and for ail damages caused by the defaulting party's breach of this
Agreement.
2.5 Aretta-RelatedRiehts to Terminate. If
(a) the Arena Lease were terminated in accordance with its terms as a result of a
default by the tenant thereunderor
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(b) Manager ceases to have a contractual right to mana�e the Arena or ceases in fact to
manage the Arena,
then the Authority sha(l have the ri�ht to terminate this A�reement by notice of termination given to
Manager within 30 days following such termination of the Arena Lease or such cessation.
2.6 Termination for Faifure to Approve. With respect to each Approved Operating Budget, if
funds are not approved by the Authority and given pretiminary approvat by the Mayor and City Council
at least 60 days prior to the beginning of the year to which such Approved Operatin� Bud�et applies (and
made available in accordance with Section 7.2), then Manager shall have the right to terminate this
Agreement by notice of termination given to the Authority at least 60 days prior to the termination date
stated in such notice.
2.7 EffectofTermination
(a) Upon any termination, Manager shall deliver to the Authority any funds and
other property belonging to the Authority then in Manager's control, and the Authority shall reimburse
Manager for any expenses previous(y incurred by Manager on behalf of the Authority, plus any unpaid
amounts under Section 8(prorated as provided in Section S), less any amounts then owed by Manager to
the Authority as a resuit of such termination or othenvise.
(b) Upon termination, the Authority shall cause any successor manager of
RiverCentre (whether a private contractor or pub(ic body) to (i) employ following the date of termination
(but subject to discharge for cause) each employee of Mana�er then employed at RiverCentre and
(ii) assume and pay all of the assumed obli�ations under Section 5 not previously satisfied.
Notwithstanding the foregoing, however, if Manager has desi�nated one senior manager for continued
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empfoyment by Manager, then the Authority would not solicit that manager or othenvise offer
employment to that Manager. The fore�oing shall not, however, prohibit the Authority from employin�
such designated senior manager if such manager applied independently for such employment (for
example, in response to a general employment advertisement published by the Authority), without any
solicitation by the Authority.
(c} NotwithstandinganyterminationofthisAgreement,thepartiesshaftcontinuetobe
bound by their respective obligations under Section 9.1 (relating to indemnification), Section 10 (relatin� to
ownership), Section 5(relating to personnef), Section 8(to the estent of any fees, commissions or other
amounts thereunder becoming payable after termination) and Section 12 (relating to the relationship of the
parties and other matters), which are the "Continuing Obli�ations," and such sections shal( survive any
termination of this Agreement.
Section 3. Authoritv Oversight and Authoritv Representative� Use bv Authoritv
3.1 Oversi�ht and Authoritv Representative. All assets, revenues, oblisations and expenses
of RiverCentre shall be held and incutted by Manager for the Authority's account, and the Authority shall
oversee operations of RiverCentre and its financial results through the budget and repoRing process
specified in Section 6. Manager shall report to the Authority through an individual designated by the
Authority as "Authority Representative," who shall be an employee or consultant of the Authority.
Manager shall designate its highest ranking officer to report to the Authority Representative as the
"Manager Representative" described in this Agreement. The Authority shafl designate the Authority
Representative by notice to Manager within five days afrer the date of this Agreement and shall thereafrer
from time to time redesignate, replace and otherwise take such action as necessary to cause there to be a
duly designated and authorized individual serving as Authority Representative at all times. The Authority
shall cause the Authority Representative to oversee performance of this Agreement, respond to Manager's
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inquiries and consult with Manager at aIl times regarding the operations of RiverCentre and achievement
of its public-purpose objectives. The Authority shall authorize and cause the Authority Representative to
review actions proposed by Manager that require approval by the Authority hereunder and, with respect to
such proposed action, receipt by Manager of written approv�t si�ned by the Authority Representative
sha(I be "Authority Approval" ( rop vided, however, that any approval of an Extraordinary Contract,
proposed operating budget or p�oposed capital bud=et shall also require the approval of the Authority's
Commissioners and signature of the Authority's chair). If at any time Manager submits to the Authoriry
or the Authority Representative notice of any proposed action and the Authority Representative does not
provide to Manager notice of approval or disapproval of such proposed action within 15 days following
the date on which Manager gives such notice, then Authority Approval for such action shall be deemed to
have been given by the Authority on the 16` day following such date.
3.2 Use bv the Authoriri. The Authority shafl have the right to use RiverCentre for events of
the Authority or the City or their respective designees and for the benefit of the community (including for
exampfe, Authority meetings, training for Authority personnel and public events) on a rent-free or
reduced-rent basis, as the Authority may determine frcrrc time to time. Direct expenses related to such
rent-free or reduced-rent use (including, for example, utilities, heatin� and air conditioning, ins¢rance,
and personnel for stage work, electrical work, tickets, cfeaning, securiry and other services) would be paid
by the Authority or its designee. Such use by the Authority shal( be subject to such terms as the Authority
and Manager may determine from time to time, shall not unreasonably compete or conflict with paying
events at RiverCentre, and shall be booked in advance (and may be moved from their respective
customary dates) with reasonable notice in accordance with RiverCentre policies having Authority
Approval, as in effect from time to time. Exhibit 3.2 is a(ist of recurring events that the parties expect to
accommodate underthis section.
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Section 4. Contracts ReQardine RiverCentre -
4.1 Extraordinarv and Ordinarv Contracts.
(a) "RiverCentre Contract" shall mean at any time a use a�reement, license, provider
agreement, supply contract, service a�reement and other contract or agreement of any kind (other than
any colfective-bargaining agreement) that is in effect at such time with respect to RiverCentre (and shalf
include each Extraordinary Contract and each Ordinary Contract, as defined below). BYhibit 4.1 is a list,
provided by the Authority, of each RiverCentre Contract in effect as of the date of this A�reement. Each
use agreement shall contain a provision reserving to the Authority the right to receive 20 promotional
seats without charge (in each case in accordance �vith the Authority's most recent resolutions, of which
Manager shall have received copies by notice to Manager hereunder).
(b) "Extraordinary Contract" means onl}•
(i) the primary parking-management contract for RiverCentre, designated as
such in Exhibit 4.1,
(ii) the primary concessions contract for RiverCentre, designed as such in
E�ibit 4.1,
(iii) the primary food-and-beverage catering contract RiverCentre, designated
as such in E:chibit 4.1,
(iv) any RiverCentre Contract that replaces, estends or substantiafly amends
any contract referred to in clause (i), (ii) or (iii),
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(v) any RiverCentre Contract for sponsorship or advertising that creates
signage rights at RiverCentre for more than 30 consecutive days,
(vi) any RiverCentre Contract that, on the date when signed (the "signing
date"), creates non-terminable obligations that bind RiverCentre or the Authority and extend
more than 90 days beyond the Term, and
(vii) any RiverCentre Contract that the Authority may from time to time
designate by notice to Manager as an Ectraordinary Contract.
(c j "Ordinary Contract" means any RivecCentre contract that is no"c an Extraordinary
Contract (and, for example, shalf incfude maintenance ar.d repair contracts, service contracts, and event
and booking contracts, etc.).
4.2 Contract Administrator. Manager shall serve as contract administrator for each
RiverCentre Contract, shall cause performance of the Authority's obligations thereunder on behalf of the
Authority, and shafl represent the Authority and act on its behalf in monitorin� each other party's
performance thereof, collecting and disbursing funds, and dealin� with each other parcy in all respects.
Manager shall obtain Authority Approval in connection with any 2ction under an Extraordinary Contract
if the effect of such action is to extend, terminate, substantial(y amend or commence legal proceedings to
enforce such Extraordinary Contract. Mana�er shall have the responsibility and sole authority to enter
into any Ordinary Contract as the Authority's a�ent and on the Authority's behalf (subject to Szction 43),
but Manager shall not enter into any Extraordinary Contract without Authority Approval. If any
RiverCentre Contract �vere entered into with respect to both RiverCentre and the Arena, then Manager
shall cause the terms thereof to be such that neither RiverCentre nor the Arena receives benefits
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thereunder (or incurs costs thereunder) that are dispropoRionate to its respective interest in such
RiverCentre Contract. In connection with Manager's providing the reports referred to in Section 6.4(a),
Manager shall provide management reports regarding the status of RiverCentre Contracts and significant
developments related thereto.
43 Contracts with Aff(iates. The Authority and Manager acknowled�e that, from time to
time, an entity in which Manager has an interest (or is otherwise affiliated) may be in the business of
providing goods or services necessary or desirable for operations of RiverCentre and may propose a
contract for that purpose. tf Mana�er has (a) disclosed such interest or affiliation to the Authority,
(b) demonstrated to the Authority's satisfaction that the proposed terms are competitive with those
available from non-affiliated vendors and (c) received Authority Approva( for such contract, then
Manager may enter into such contract with such affiliated entity. (Such showing of competitive terms
may be through a request-for-proposal process, verification from a mutually acceptable third-party
consultant or other mztho� satisfactory to the Authority.)
4.4 Mutuallv Advantaseous Arransements. The Authority and Mana�er acknowledge that
each of them may from time to time have agreements or other arrangements with suppliers, vendors and
other providers of goods and services that include favorable terms, and each shall use its best efforts to
make such favorable terms available to the other. Manager will use its best efforts to use such terms to
reduce the costs and improve the efficiency of RiverCentre operations.
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Section 5. Personnel
5.1 Emplovment and Suoervision• Apoointment of Executive Director.
(a) During the Term, Mana�er shall select, emptoy, train, and provide, for work at
RiverCentre, qualified employees of Manager (in sufficient number to satisfy the performance standards
of this Agreement at all times).
(b) Manager shall train and provide alt necessary qualified supervisors for employees
at RiverCenYre and shall assign to RiverCentre a fully qualified facility manager (the "Executive
Director"). If at any time the Authoriry reasonabty determines that performance of the E.xecutive Director
is deficient, then the Authority may, by notice to Manager, repoR such determination and the specific
deficiencies so determined, and Manager shall take al! reasonable actions to remedy any such deficiencies
and shafl report the resu(ts of such remedial actions to the Authority within 30 days foltowing receipt of
such notice. If the Authority reasonably determines that performance of the Executive Director remains
unsatisfactory, then the Authority may, by netice to Manager given within 30 days after the Authority's
receipt of such report, inform Manager of such determination (including the reasons therefor), and
Manager shall, within 30 days following receipt of that repoR, remove such Executive Director and
appoint a replacement Executive Director with Authority Approval (which shall not be unreasonably
withheld or delayed).
52 Existin� Em�lovees. The Authority has provided to Manager the information stated in
Exhibit 5.2 hereto, incfuding the name, position and collective-bargaining representation (if any) of each
person who is, as of the date of this Agreement, empfoyed at or in connection with [ZiverCentre (each an
"Existing Employee"). The Authoriry will provide layoff notices to each Existing Employee stating that
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the last day of employment with the Authority/City will be June 30, 2000. Such notices will comply with
City ordinances and collective-bargainingagreemenu.
53 Colfective-Barsainins Aereemenu. Execution by Manager of collective-bargainin�
agreements covering each Existing Empfoyee who is represented by a unioo or other coliective-
bargaining representative is a condition precedent to Manager's obligations under this Agreement.
5.4 Offers of Emoloyment.
(a) Commencing on the date of this Agreement, the Authority shafl provide to
Manager access to each Existing Employee for purposes of interviewing, offering employment,
completing pre-employment documents and exp(aining Manager'c employment-related rules and bznefits.
(b) Manager shall make a written offer of empfoyment (each an "Offer") to each
Existing Employee, for employment by Mana�er, commencing on the Start Date. Manager sha{i make
such Offer within five days after the date of this Agreement and shall keep such Offer open for at least 10
days after it is received by such Esisting Employee.
(c) For each Existing Emp�oyee, such Offer shall include (i) waoes at a rate not less
than that now in effect for such Existing Employee, (ii) position and duties substantially the same as those
now assigned to such Existing Employee and (iii) if such Existing Empfoyee is represented under a
collective-bargaining agreement, such terms and conditions as are required thereby.
(d) Manager shall hire each Esisting Employee who accepts such Offer, and shalf
employ such Existing Employee, commencing on the Start Date.
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5.5 Emolovee Benefits. Manager shalt provide, to each Existing Employee who accepu such
Offer, health coverage and other employee benefits in accordance with Manager's employee-benefit plans
referred to in Exhibit 5.5.
5.6 Assumed Oblieations. For each Existino Employee hired by Manager (a "Hired
Employee"), the Authority shall provide to Manager within ten days fotlowing the Start Date an accurate
statement of all the Authority's obligations to such Hired Employee for accrued vacation; compensatory
time; and sick time, severance pay and benefits in lieu of retiree health coverage. Manager sha[I assume
such obligations and satisfy them when due. Notwithstanding the foregoing, however, such assumed
obligations are limited as foftows:
(a) Por acccued vacation, (i) the total cf al! obtigations so assumed sha(t not esceed
$76,000 payabfe in cash, and (ii) Manager shail allow each Hired Employee to carry forward up to ten
days of acc; ued vacation. To the extent that Hired Employees do so, the tota! payable in cash shall be
reduced by the doliar amount attributable to alf days so carried fonvard.
(b) For compensatory time, the total of all obligations so assumed shail not exceed
$136,000 payablein cash.
(c) For sick time, severance pay and benefits in lieu of retiree health coverage, the
total of all obligations so assumed shall not exceed
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(i) for each Hired Employee, a deposit to his or her 401(k) account, to be
made on December3l of each of the years 2000 throu�h 2003 (which deposit shall be $t50 in
2000 and $300 in each of 2001, 2002 and 2003), orovided, however, that such deposit shall be
paid for any year only if such Hired Employee remains employed by Manager on December 31 of
that year; and
(ii) for each Hired Employee, another deposit to his or her 401(k) account on
February 1, 2001; February 1, 2002; and February 1, 2003 (which deposit shall be in the amount
stated as "One Time Retirement Cost" for such Hired Employee in the statement referred to
above), �rovided, however, that (A) the total of all such deposits in 2001 shall not exceed
$ I50,000; the totaf of all such deposits in 2002 shal l not exceed $50,000; and the total of al! such
deposits in 2003 shall not exceed $30,000; and (B) Manager shall allow each Hired Employee to
carry forward up to five days of sick time and, to the ertent that such Hired Employee does so,
then such deposit for such Hired Employee shall be reduced by the dollar amount attributabfe to
all days so carried forward.
5.7 No Soficitation. The Authority shal] not, during the Term or during the period oF one
year after any termination of this Agreement, solicit for employment one senior manager then empioyed
by Manager and designated for continued emp(oyment by Manager, provided that the Authority is not
prohibited from employing such designated senior manager if such mana�er applied independently for
such employment without any solicitation by the Authority.
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Section 6. OoeratinQ Year: Budaets; Reports
6.1 Calendar Year. Operations, accounting and reporting for RiverCentre shall be conducted
on the basis of the calendar year, commencing January I and ending December 31, and each reference
herein to a year means the calendaz year (unless otherwise specifically stated).
6.2 Ooeratin Budaets. For each year, Manager and the Authority shatl establish and
approve an operating budget for RiverCentre (each an "Approved Operatin� Bud�et") in accordance with
the following:
(a) For each year commencing with 2001, Manager shall submit to the Authority, by
the immediately preceding September l, a proposed operatin� budget stating all anticipated revenoes and
expenses related to RiverCentre for such year, in the format set forth in Eshibit 6.2. Manager and the
Authority shall discuss such proposed operating budget and, if they approve in �vriting an operating
budget and such budget is also given preliminary approval by the Mayor and the Saint Paul City Council,
in each case by the immedia[ely preceding October 31, then the operating bud�et so approved shal[ be the
Approved Operating Budget for such year, unless amended by the City Council with the approval of the
Mayor prior to final adoption of such operating bud�et in accordance with Minnesota [aw and City
ordinance. If the ope�ating budget is so amended, then Manager and the Authority shatl discuss the
amended budget. If they agree to accept such amended budget, then it shall be the Approved Operating
Budget for such year. If they do not agree to accept such amended budget, then Manager shal{ have the
same right of termination as provided in Section 2.6.
(b) Any Approved Operating Budget may be amended at any time by a writtzn
amendment that is apgsoved by the City Council and esecuted by the Authority and Manager.
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6.3 Accountins. Recordins and Allocations.
(a) Manager shall maintain complete accounting records relating to RiverCentre and
shall establish intemal-control policies and practices �vhich are in accordance with generally accepted
standards in the facitities-mana�ement industry and any additional requirements of the Minnesota State
Auditor.
(b) Manager shall cause aIl revenues from RiverCentre earned and due after July t,
200Q to be separately recorded and reported (on a direct basis) to the greatest estent possib{e. If any
revenue shall be attributable to both RiverCentre and the Arena (including, for esample, revenue from a
single event using RiverCentre for part of a day and the Arena for the balance of such day), Manager shall
allocate such revenues on the basis of the respective rate cards then in effect for RiverCentre and the
Arena (or, for any particular event, on sach other basis as Manager may determ�ne with Authority
Approval).
(c) Manager shall cause all eYpenses for RiverCentre incurred after July 1, 2000, to
be separately recorded and reported (on a direct basis) to the greatest extent possible (including, for
example, separate metering of utilities, separate recording of direct-labor hours, altocation of vacation,
retirement and other beneftt costs in accordance with such direct-labor hours, separate invoicing or
itemizing of maintenance and repairs, and separate time recording of employees, inc(uding those
dedicated 100% to RiverCentre operations, such as a dedicated marketing manager). For each year, if any
expense shall be incurred for the henefit of both RivecCentre and the Arena, such expense shall be
allocated between them on a basis determined with Authority Approval in connection with t6e Approved
Operat+ng Budget for that year. The Authority and �tanager acknow(ed�e that from time to time an
opportunity for combined use of RiverCentre and the Arena for an event or other purpose may involve
espenses not anticipated in the Approved Operating Budget. To realize the benefits of such an
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opportunity, the Authority and Mana�er may determine to allocate such espenses so as to reflect the
respective costs and benefits of such event for RiverCentre and the Arena. The espenses of the Authority
and iu staff will be accounted for separately by the Office of Financial Services within the Authority's
Administrative Budget (as herein defined). '
6.4 Monthlv and Annual Reoorts.
(a) Within 20 days following the end of each month during the Term, Mana�er shatl
submit to the Authority an unaudited written operating statement (the "Month(y Staterrcent') showin„ for
such month and for the year to date, (i} all gross revenues and espenses from operations of RiverCentre,
in each case presented in the same manner as in the Approved Operating Budget for such year and (ii) for
each fine item, a comQarison of actual results to those stated in the Approved Operating Budget.
(b) Within 60 days following the end of each year, Manager shalf submit to the
Authority a written operating statement for such yeat (the "Preliminary Report") stating for such year a1l
revenues and actual expenses from operations of RiverCentre. Unless the Authority gives notice to
Manager of a good-faith objection to a material aspect of the Preliminary Report before the 30`" day
following the Authority's receipt thereof, the Preliminary Report shall then become binding upon
Manager and the Authority a�d shall be the "Annual ReporY' for such year, and such 30` day shall be the
"Annual Report Date" for such year.
(c) If the Authority (by notice given to vfanager before the close of business on such
30` day) objects in good faith to any material aspect of the Preliminary Report, then only those aspects as
to wh+ch the good-faith objection was made shatf not become binding, the Authority and Manager shall
discuss the objection and, if they sign a written agreement amending the Preliminary Report, then the
Prefiminary Report, as amended by such written agreement, shall become binding and shall become the
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Annual Report and the date of such written agreement shaii be the Annual Report Date. If che Authority
and Nlanager do not sign a written a�reement within 30 days after the Authority eives such notice of
objection, then the matter objected to (and only such matter) shall be submitted to a nationally recognized
firm of certified pu6lic accountants selected by the Authority and Manager (whose fees shall be divided
equally beriveen the Authority and Manager), who shall resolve the dispute and submit a writte�
statement of such resolution, which statement, when delivered to the Authority and to Manager, shal]
become binding. Such statement (combined with those aspects of the Preliminary Report as to which the
Authority did not timety provide notice of objection) shall be the Annual Report and the date on which
such accountants submit such statement to the Authority and Manager shat( be the Annual Report i�ate.
(d) Each Annuat Report shalf remain subject to the Authority', audit rights under
Section 10.
6.5 Capital Expenditures. For each year, Mana�er and the Authority shall establish and
approve a budget for capital espenditures at RiverC;entre during sucfi year (each an "Approved Capitaf
BudgeP'), which shall ;tate all capital projects to be commenced at RiverCentre during that year and the
financing sources to pay for those projects, including those anticipated to be started and completed in the
same year and those anticipated to continue into subsequent }'ears (each a"multi-year project' ), in
accordance with the following:
(a) For each year commencing with 2002, Manager shall submit to the Authority, by
the immediateiy preceding September I, a proposed capital budget stating all anticipated material capital
expenditures refated to RiverCentre for such year, in such format as the parties s5a11 hereafter agree.
Manager and the Authoriry shall discuss such proposed capital bud�et and, if they approve in writing a
capital budget for such year and such capital budget is also given preliminary appro�al by the Mayor and
the City Council, in each case by the immediately preceding October3l, then the capital budget so
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approved shall be the Approved Capital Budget for such year, unless amended by the City Council with
the approval of the Mayor prior to the finaf adoption of the capital bud�et in accordance with Minnesota
law and City ordinance. If no capital budget for such year is finally adopted and approved by the
beginning of such year, then the Approved Capital Budget for such year sha(1 consist of each multi-year
project included in any previous Approved Capital Budget that is not yet completed.
(b) Any Approved Capital Budget may be amended at any time by a written
amendment that is approved by the City Council and executed by the Authority and Manager.
(c} For each month during which ManaQer makes any material capital expenditures,
Manager shall provide to the Authority, in connection with the Monthly Statement for that month, a
written summary of such capital expenditures.
(d) Manager shal( not make any material capital expenditures unless included in an
Approved Capital Budget or otherwise approved by the Authority.
(e) All expenditures related to the project currently in process to repair and improve
the RiverCentre parking ramp (planned for comp(etion during 2001 at an estimated project cost of
$9.5 million) shall be managed and paid for by the City.
6.6 Authoritv Administrative Budoet. The Authority will annually approve and manage an
administrative budget (the "Administrative Budget"). The Administrative Budget will include the
expenses directly related to the operation of the Authority and other expenses it may approve, incfudin;
the mana�ement fee to be paid to Manager.
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6.7 Citv Council Approval. The Authority shall - have no obligation to pay operating
espenses for a year unless and until the Authority shall have made an appropriation approved by the City
Council and the Mayor through the annual budget approval process to fund the operation of the Authorify
and RiverCentre for such yeac From and after such appropriation is approved by the Mayor and City
Council, the Authority shall pay the operatin� expenses for such year to the extent described elsewhere in
this Agreement.
6.8 Modifications to Budoets. All modifications to the Approved Capital Budget and
Approved Operating Budget during any year shafl be subject to prior written approval by the Authority
and Mana�er. Any expenditures made by Manager which are not included in such budoets shali be the
financiai responsibility of Manager unless approved by the Authoriry.
6.9 Operatina, Standards. As part of each yearly budget process (commencing with that for
2001), the Authcrity and Manager shall establish the Operatieg Standards for that year and include such
Operating Standards as part of the ApQroved Operating Budget for that year.
Section 7. Receipts and Disbursements: Fundin¢
7.1 Receiots and Disbursements.
(a) Manager shall estab(ish and maintain for RiverCentre such fully insured bank
accounts as needed from time to time for receipts, disbursements, payroll and other operations of
RiverCentre, with signature authority in such employees of Manager as Manager shall determine and
report to the Authority (co(lectively, the "Operating Accounts"). All revenues collected from operations
of RiverCentre shall be deposited into the Operating Accounts and Manager shall cause ali expenses and
disbursements related to RiverCentre to be paid from the Operating Accounts. Manager shall institute
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and abide by a cost allocation and accounting system, subject to approval by the Authority (which
approval shalf not be unreasonably withheld or delayed). Any changes to such system shall be subject to
approval by the Authoriry {which approval shall not be unreasonab(y withheld or delayed). When the
Authority approves or amends any such cost a[location and accounting system, then the Authority shall
forward such system to the Mayor and City Council for review, comment and finaf approval.
(b) Ail revenues coflected from operations of RiverCentre are the sole property of
the Authority and shalf be held in trust by Manager for the Authoriry for application as provided in this
Agreement. Any amounts remaining in any Operating Accounts, upon terminatio� of this Agreement and
after payment of espenses as provided herein, shall be paid to the Authority. If any of such revenues are
lost, stolen or otherwise unlawfully removed from the custody and control of Manager, then Mana�er
sha41 continue to be responsible therefor and Manager shall indemnify the Authoriry from and against
such Ioss by making payment to the Authority within 48 hours of discovery of such loss, theft or unlawfiil
removal.
7.2 Fundin�. For each month, Manager shall provide to the Authority, at least seven days
prior to the first day of such month, a report of the funds balance projected to be available in the
Operating Accounts at tfie start of such mon[h and projected cash receipts and projected cash espenditures
during such month. If and to the extent that such projected expenditures exceed the sum of such projected
balance plus projected receipts, then the Authority will transfer to the Operating Accounts an amount
equal to such excess. If and to the estent that such projected espenditures are less than the sum of such
projected balance plus projected receipts, then Mana�er will transfer to the Authority the amount by
which such projected expenditures are less.
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73 No Obliaation of Manaeer to Fund. Except as agreed to in Section 5 hereof, Mana�er
shall have no obligation to fund any cost, expense, liability or espenditure with respect to RiverCentre or
operations thereof.
Section S. Manasement Fees: Commissions
8.1 Manaeement Fees. The Authority shall pay to Manager management fees, which shaif
consist of
(a) base amounts, determined as described below (the `Base Amounts"), plus
(b) amounts based on the Operating Standards, determined as described befow (the
"Quality Amounts"), plus
(c) amounts based on Gross Revenues (as hereinafter defined), determined as
desccibed below (the "Revenue Amounts').
8Z Base Amounts. The Base Amounts shall be $14,666 per month during 2000, $14,583 per
month during 2001, $15,416 per month during 2002, $16,66b per month during 2003, and such per-month
amount during 2004 as the parties shall hereafrer agree. The Authority shall pay such Base Amounts for
each month on or before the first day of such month.
83 Ouatitv Amounts. For each of the years 2001 through 2004, the Authority will evaluate
Manager's performance in achieving the Operating Standards for that year and will assign to such
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performance a peccenta�e based on the Authority's reasonabte determination of the estent to which such
Operating Standards were achieved during that year. The Quality Amount for such year shall be an
amount equal to 525,000 multip(ied by such percenta�e (e if the percenta�e so determined by the
Authority were 90% for 2002, then the Quality Amount for 2002 would be $22 For each year, the
Authority shall pay the Quality Amount by February 28 of the immediately foilo�ving year.
8.4 Revenue Amounts.
(a) For each of the years 2001 through 2004, the Revenue Amount shall be
(i) $50,000 if Gross Revenue equals or exceeds the First Target for that year,
plus
(ii) an additional $50,000 if Gross Revenue equals or e:cceeds the Second
Target for that year.
(b) For any year, "Gross Revenue" shall mean all revenue from (i) rentals,
(ii) service income, (iii) food and beverages, and (iv) novelties. Gross Revenue shall be calculated and
classified in a manner consistent with the practices reflected in the budgets and operating statements of
RiverCentre for 1999 and 2000 heretofore received by Manager rovided, however that any revenue that
wouid cause any taY-exempt bonds to become taxable private activity bonds cannot be earned by the
Authority or counted as Gross Revenue).
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(c) For each year referred to below, the First Target and Second Target shall be as set
forth below:
Year
2001
2002
2003
First Taroet
$3.75 million '
$3.90 million
$4.Q0 mitlion
Second Taroet
$4.00 million
$4.15 mifiion
$4.25 million
For 2004, the First'iarget and Second Target shall be such amounts as the parties shafl hereafter agree.
8.5 Commissions
(a) For each New Contract (as defined below), the Authority shafl pay to Mana�er a
commission for each year in which RiverCentre receives advertising payments, sponsorship fees, rights
fees or other revenues under or with respect to such New Contract ("New Revenue"). Notwithstanding
the foregoin�, however<
��)
Section 8.4(b) and
(ii)
"New Revenue" does not include any amount referred to in
in the case of any New Contract that is an Extended Contract (as defined
below), "New Revenue" for any year shalf inean onty such payments, fees and revenues as
exceed those that would have been received in such year had such Extended Contract continued
into such year on the same terms as in effect on tfie Start Date. (For esample, if a sponsor
contract in effect on the Start Date called for payments of $50,000 to RiverCentre in 2003 and
such sponsor contract were amended after the Start Date so as to call for payments of 560,000 in
2003, then $10,000 of such $60,000 would be New Revenae for 2003.)
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(b) The amount of such commission for each New Contract shaff be 20°/a of all New
Revenue. Upon receipt of any amount of New Revenue, the Authority shail pay the applicable
commission to Manager e.o., if amounts received under a New Contract consisted of $10,000 in Ianuary
2004 and $10,000 in July 2004, Yhen the Aathority would pay to Manager a commission of $2,000 in
January 20Q4 and a commission of $2,000 in 3aly 2004}.
(c) "New ContracP' shall �nclude (i) any contract, agreement or other arrangement
for advertising, sponsorship, signage, publicity, promodon, marketing or similar rights at RiverCentre that
is entered into during the Term and (ii) any renewa3, extension, amendment or oiher change to any
contract, agreement or arrangement existing before the Term that has the effect of estending such esisting
contract, agreement or arrangement or increasing the amounts payable thereunder (an "Extended
Contract").
8.6 Limitation. For each of 200] through 2004, the Base Amounts payable to Mana�er for
such year shall be at least 50% of the total payable to Ntanagec for such year under Section 8, and the
requirement of this sentence shall be the "50% Test " lf, for any of such years, the 50% Test would not be
satisfied in the absence of this senteace, then the Revenue Amount for such year shall be reduced by the
smallest amount (ifany) as is necessary to cause the 50% Test to be satisfied (and, if the Revenue Amount
were reduced to zero in accordance with this sentence and the 50% Test remained unsatisfied, then the
commissions payable for such year shall be reduced by the sma(lest amount as is necessary to cause the
50% Test to be satisfied).
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8.7 Prorated Amounts. In the event of any termination of thisAgreement tha3�-does not occur
at the end of a year, the Authoriry shali pay to Mana�er:
(a) for the month that includes the date of termination, an amount equal to the Base
Amount for such month, prorated through the date of termination (which amount shali be paid within ten
days after the end of such month); pius
(b) for the year that includes the date of termination, the Quality Amount for that
year, prorated through the date of termination, which shall be paid within ten days after the date of
termination; plus
(c) for the year that inciudes the date of termination, a prorated portion of the
Revenue Amount for such year, which shall be paid within ten days after the date of tertnination and
detecmined by
(i) multiplying the Second Target for such year by a fraction, of which the
numerator is the number of days in such year elapsed through the date of termination and the
denominator is 365 (which shall be the "Prorated Ta aet");
(ii) determining the percentage represented by (A) actual Gross Revenue
through the date of termination divided by (B) the Prorated Target; and
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(iii) multip(ying such percentage by $125,000; plus
(d) alt unpaid commissions on New Reven�e received (whether received before or
afrer the date of termination), which commissions shall be paid upon receipt of such New Revenue.
Section 9. Indemnification and Insurance
9.1 Indemn i fication
(a) Manager shall indemnify the Authority from, and defend and hold the Authority
harmless from and against, any damages, tiabilities, claims, judgments and expenses, including
reasonable attorneys' fees ("Losses"), suffered, incurred or sustained by the Authority resultino from or
arising out of
(i) any 6reach of this Agreement by Manager,
(ii) the inaccuracy, untruthfu[ness or breach of any representation or
warranty made by Manager in this Agreement; or
(iii) any claim for damages (whether for personat injury, property damage or
otherwise) resulting from any negiigence, misconduct or other act or omission by Manager.
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(b) The Authority shatl indemnify Manager from, and defend and hold Manager
harmless from and against, any Losses suffered, incurred or sustained by Manager resulting from or
arising out of
.
(i) any breach of this Agreement by the Authoriry;
(ii) the inaccuracy, untruthfulness or breach of any representation or
warranty made by the Authority under this Agreement; or
(iii) any claim for damages (whether for personal injury, properry damage or
otherwise) resulting from any negfigence, misconduct or other act or omission by the Authority.
Notwithstanding the foregoing, however, nothing in the Agreement shall cause (or be construed as) a
waiver by the Authority of any limitation on municipal liabiliry under Minnesota Statutes Section 466.01
et seg. or as a waiver of any common-law immunity or [imitation of tiability, all of which are hereby
reserved by the Authority.
(c) If any third-party claim is asseRed against a party entitled to indemnification
hereunder (the "Indemnified Party"), then the Indemnified Party sha(f promptly give notice thereof to the
party that is obligated to provide indemnification (the "Indemnifying Party"). Upon receipt of such
notice, the Indemnifying Party shall immediately and fufly investigate and defend such ctaim, at the
Indemnifying Party's sole cost and expense. The Indemnified Party shall cooperate in all reasonable
respects with the Indemnifying Party and its attomeys in the investigation and defense of such claim and
any appeal arising therefrom, and the Indemnified Party may, at its own cost and expense, participate,
through its attomeys or otherwise, in such investigation, defense and appeal. No settlement that involves
a remedy other than payment of money by the [ndemnifying Party shall be entered into without the
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consent of the [ndemnified Party. if the Indemnifying Party does not promptly defend such claim in
accordance herewith, then the Indemnified Party may defend such claim in such manner as it may deem
appropriate, at the cost and expense of the Indemnifying Party (but the Indemnified Party's doina so shall
not reduce to any extent the Indemnifying Party's obligations hereunder).
92 Insurance.
(a) Manager shall, on the Authority's behalf, keep in force throuahout the Term
(i) one or more policies of commercial liability insurance, coverin� al!
operations of RiverCentre and acts or omissions of RiverCentre personnef (including Mana�er's
employees and services under this Agreement), which insurance shal( have lim'sts not less than
$I million for bodily injury and $1 million for property damage;
{ii) one or more policies of automobile insurance, covering vehides operated
in connection with RiverCentre, having a combined singfe limit of not less than $ I million;
(iii) one or more policies of worker's compensation insurance, covering all of
Manager's employees providing services at RiverCentre;
(iv) all-risks properiy and casualty insurance, covering RiverCentre, together
with a full replacement-costendorsement and a vandatism and malicious-mischiefendorsement;
(v) broad-form boiler and machinery insurance, with full repair and
replacement cost coverage;
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(vi) loss-of-income and business intercuption insurance, covering risk of loss
due to the occurrence of any hazards insured against under the insurance referred to in clauses (i)
and (ii), in an amount not less ihan one year's loss of income; and
(vii) insurance a�ainst theft and other financial crimes (inclading those
referred to in Section 7.1(b)).
(b) Manager shall cause each of the Authority and Manager to be named as an
insured under each of such policies. Manager shall include the costs of a(I such insurance in each
proposed operating budget (sub,{ect to the Authority's approval by inc(asion in the Approved Operatin�
Budget) and shall pursue opportunities to reduce insurance costs through policies covering both
RiaerCentre and the Arena. At the Authority's request, Mana�er shalt deliver to the Authority an original
or a certified copy of each of such policies confirming the existence of all such coverage, together with an
endorsement to the effect that such policy will oct be canceled or materially changed without at least 30
days' advance written notice thereof to the Authority.
Section 10, Ownershin of Assets; Related Oblieations: Audit Riehts
10.1 Ownersh ip.
(a) Each party acknowledges that the City owns all the buildings and real estate
comprising RiverCentre and alt re(ated equipment, fumiture, displays, fixtures, vehicles and similar
property now used in operations of RiverCentre (othec than any item that is held by the City under a lease,
in which case the City owns the lessee's rights therein), together with title to all intellectual property
rights now held in the Authority's name. Nothing in this Agreement shall affect the City's ownership.
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(b) The City shall continue to own al( consumable items that ue provided by the
Authority (such as office supplies and cleaning materiais), but such items may be ucilized and consumed
by Manager in the performance of services for RivecCentre under this Agreement. Manager may
purchase consumable items for RiverCentre parsuant to this Agreement, and such items shal( become the
property of the Authocity, but may be used and consumed by Mana�er for operations of RiverCentre
under this Agreement. Manager may use RiverCentre property and related assets of the Authority for
operating RiverCentre and otherwise performing services under this Agreement. Manager and the
Authority acknowledge and agree that, in order to achieve efficiencies and avoid duplication of costs,
Manager may use equipment and other property of the Arena for maintenance, repairs and other
operations of RiverCentre (and may similarly use equipment and other property of RiverCentre for
operations of the Arena), but such use shall not affect ownership of any equipment or other property, and
Manager shall provide for al( proper[y of RiverC'entre the same care and custody as it provides for
properiy of the Arena. Manager shall not take or use, for purposes other than mana�ement or operations
of RiverCentre, any customer or exhibitor lists or similar materials developed by the Authority for the use
of RiverCentre unless Manager receives Authority Approval. [f Manager purchases equipment,
furnishings, materials, or other personal property at Authority expense for use at RiverCentre, then title
thereof shall vest in the Authority, automatically and immediately upon purchase. Manager shall not
pledge, encumber or othenvise alienate or assign for any purpose any assets or Qroperty of the City or the
Authority without Authority Approval.
(c) All operating reports provided to the Authority by Manager hereunder, together
with all books and records of RiverCentre maintained by Manager on beha(f of the Authority, and alt
other infoanation and documents now in existence at RiverCentre shalt be (and shaif remain) the properry
of the Authority and shalf be subject to such pubtic disc(osure and other requiremenU as may be imposed
by Minnesota law regarding data practices and related matters. (AII financial statements of Manager and
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books and records of Manager shall be, and shall remain, private financia[ records, not subject to such
disclosure.)
10.2 Authoritv ObliQations. Throu?hout the Term,�the Authority will maintain full (egal and
beneficial ownership of RiverCentre and wilt pay, keep, observe and perform all payments, terms,
covenants, conditions and obligations under any bonds, debentures or other obligations, security
agreements or contracts to which the Authority may be bound.
103 **[intentionallv deleted}**.
Section 11. Reoresentations and W
IL1 Reoresentations and Warranties of Mana er. Manager represents and warrants to the
Authority as follows:
(a) Manager is a limited liability company duly organized and validly existin� under
the laws of the State of Minnesota.
(b) Manager has all requisite power and authority to execute and deliver this
Agreement and perform a(t of its obligations under this Agreement.
(c) Execution, detivery and performance of this agreement by Manager wifi not
breach or violate any provision of the organizational documents of Manager or of any indenture,
mortgage, lien, tease, material agreement, order, judgement or decree to which Mana�er is a party or by
which its assets or properties are bound.
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(d) Execution, delivery and performance of this Agreement have been duly
authorized by Manager, and this Agreement constitutes a valid and bindin� agreement of Manager,
enforceable in accordance with its terms.
(e) Manager is in compliance in all material respecu with alt laws applicable to
Mana�er (except for any failure to compty that would not have any material adverse effect on Manager's
abiiity to fulfiil its obligations under this Agreement).
(� There is no outstanding litigation or other le�al dispute to which Mana�er is a
party which, if decided unfavorably to Manager, would reasonably be eYpected to have a material adverse
efFect on Manager's ability to fulfill its obligations under this Agreement.
(g) All information provided by Manaaer that is included in this Agreement
(including any Exhibit heretu) is accurate and complete in all materiat respects, does not contain any
untrue statement, and does not omit any statement or information necessary to make such information
correct and complete in all material respects.
11.2 Re�resentations and Warranties of the Authoritv, ihe Authority represents and warrants
to Manager as follows:
(a) The Authority is organized as an agency of the Cin�, va(idly existing and in good
standing under the laws of the State of Minnesota.
(b) The Authority has all requisite corporate power and authority to e�ecute and
deliver this Agreement and perform all of its obligations under this Agreement.
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(c) Esecution, delivery and performance of this agreement by the Authoriry wifl not
breach or violate any provision of the organizational documents of the Authority or of any indenture,
mortgage, lien, lease, material a�reement, order, judgement or decree to which the Authoriry is a parry or
.
by which its assets or properties are bound.
(d) Execution, delivery and performance of this Agreement have been duly
authorized by the Authority, and this Agreement constitutes a valid and bindin� agreement of the
Authority, enforceable in accordance with its terms.
(e) The Authority is in compliance in all material respects with al! laws applicable to
the Authority (except for any failure to comp(y that would not have any material adverse effect on the
Authority's abilityto fulfill its obligations under this Agreement).
(fl There is no outstandina litigation or other legai dispute to which the Authoriry is
a party which, if decided unfavorably to the Authority, would reasonabfy be espected to ha��e any material
adverse effect on the Authority's ability to fu(fill 'sts obligations under this A�reement.
(gl All information provided by the Authoriry that is included in this A�reement
(including any E�chibit hereto) is accurate and complete in ail materiat respects, does not contain any
untrue statement, and does not omit any statement or information necessary to make such information
correct and complete in all materia! respects.
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5ection 12. Other Provisions
12.1 Relationshio. The paRies intend to create a retationship of independent contractors and
nothing in this Agreement shall be construed to make either parry a partner, joint venture, principal, agent
or employee of the other.
l22 Severabilitv. If any provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable, then each remaining provision of this Agreement shali nonetheless
remain in ful( force and effect.
123 Force Maieure; Certain Chanees to RiverCentre.
(a) Neither party shalt be obligated to perform hereunder and neither party shatl be
deemed to be in default if performance is prevented by:
(i) fire not caused by negligence of either party, earthquake, flood, act of
God, civil commotion, war, hostilities or other event, matter or condition of like nature;
(ii) any law, ordinance, rule, regulation or order of any public or military
authority (including any based on economic or energy controls, hostilities, war or govemment
law or regu(ation); or
(iii} any tabor dispute which results in a strike, picket or boycott affecting
RiverCentre o� services hereunder (unless such dispute shall have been caused by ille�al labor
practices or violations by such party of applicable collecti�e-bargaining agreements and there has
been a finaljudicial determination of such illegal labor practices or violations),
�:�
O I - �S$
(each a "Force Majeure EvenY').
(b) Neither party hereto shatl be under any obligation to suppty any service or
services, if and to the extent that doing so shall be prohibited or limited by any Federal, state or municipal
law, rules, re�ulation, order or directive.
(c) Except as otherwise espressly provided in this Agreement, no amount payable to
Manager for its services under this Agreemeat shall be increased for any inconvenience, interruption,
cessation, or loss of business or other foss caused, directly or indirectly, by any Force Majeure event, nor
shall any amount payable to Manager be reduced or withheld.
(d) [f any part of RiverCentre were destroyed, replaced, repaired, upgraded or
otherwise changed, the Agreement would continue in effect for all of RiverCentre (including that part),
and Manager would have the right to continue providing the services during such change (subject to
adjusting the management fee as the Authoriry and Manager may agree, based on any actual reduction oc
increase of services provided by Manager as a result of such change).
(e) The parties acknowledge that the Authority has commenced preiiminary
discussions regarding possible renovation or reconstruction of the Roy Wilkins Auditorium and that, if
such Auditorium is substantially renovated or reconstructed and the Authority enters into an operations
agreement with the Ordway Center for the Performing Arts regarding theatrical productions in such
renovated or reconstructed Auditorium, then the applicabte terms of this Agreement w ill be amended.
(fl The parties atso acknowledge that the Authority and the City of Saint Paut a�e
currently considering a pedestrian conrtection between RiverCentre and the skyway system of downtown
-39-
oi- �s8'
Saint Paul. Such connection is expected to be completed in late 2001 and, upon completion, the
connection will be considered part of RiverCentre and Mana�er wi(1 cause it to be maintained on behalf
of the Authority (subject to Authority approval of revenues and costs in the annual budget-approval
process). �
12.4 Waiver. No delay or omission by either party to exercise any right or power it has under
this Agreement shalt impair or be construed as a waiver of such right or power (unless such rioht or
power is limited by a time period, in which case such right or power shall lapse only when such time
period shall expire). A waiver by any party of any breach of this Agreement or any obli�ation hereunder
shalt not be construed to be a waiver of any succeeding breach or any other obligation.
12.5 Headinos: References Of [nclusion. The headin�s of sec[ions, paragraphs and othe�
subdivisions of this Agreement are for convenience only and do not affect the construction or
interpretation of the Agreement. Each reference herein to "includino" or "includes" shall be deemed to be
foliowed by the words "without limitation."
12.6 Entire Aa,reement. This Agreament is the entire agreement behveen the parties with
respect to the subject matter hereof, and there are no other representations, understandings or a�reements
between the parties relating to such subject matter.
12.7 Survival. This Article 12 and each provision hereof shall survive the expiration or
term'rnation of this Agreement and shall remain in full force and effect notwithstanding any such
expiration or termination.
12.8 Third Partv Beneficiaries. This Agreement shall not inure to the benefit, or create any
right or cause of action in or on behalf of, any person or entity other than the parties.
.�
oi-iss�
m
12.9 Assienment. Neither party may assien or transfer this Agreement or any rights hereunder
without the other party's advance written consent escept that if VIanager, by notice to the Authority,
proposes to assign this Agreement to an entity that (i) acquires or other�vise succeeds to al! or substantiatly
alt of Manager's business and assets, including management of the Arena, and (ii) before or at the time of
assignment assumes all of Manager's obligations hereunder and a�rees to perform or cause performance of
all of such obligationswhen due, then the Authority shall not unreasonablywithhold or delay such approval.
12.10 Governins Law. This Agreement and the rights and obligations of the parties under this
Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota,
without giving effect to the principtes thereof relating to conflicts of (aw.
12.1 I Disoute Resolution.
(aj For any dispuYe arising under this Agreement (inctuding any disputed ailegation
of default hereunder) that is not resolved informalty, either party may give to the oiher party notice of the
dispute, incfuding reasonable detail conceming any alteged deficiency in performance of the other party.
The Authoriry and Manager, respectively, shall cause the Authority Representative and the Executive
Director to meet in person at RiverCentre and attempt in good faith to reach an agreement resolving the
dispute. If they do not reach such an agreement within seven days after the date on which such notice is
given (the "Dispute Notice Date"), then each of them shall produce a detailed report about the dispute for
his or her respective chief executive officer or chief operatinL officer, who shall meet in person at
RiverCentre and attempt in good faith to reach an agreement. If the paRies have not signed a written
agreement to resolve the dispute within 30 days fo(lowing the Dispute Notice Date, then either party may
request mediation as provided for in subsection (b) below.
-41-
o t- �s�
(b) If any dispute between the parties under this Agreement is not resolved under
subsection (a), then, upon notice by either party, such dispute sha[I be submitted for non-binding
mediation before, and as a condition precedent [o, the initiation of any legal action regarding such dispute.
Each party shall participate in up to four hours of inediation (in each case as requested by such party's
chief executive officer or chief operating officer). The mediator shall be selected by the parties, or if the
parties fail to select a mediator within 10 days afrer siich netice is given, then either party may request
selection of a mediator by the administrator of the Ramsey County District Court Civil Altemative
Dispute Resolution Program, from its list of qualified neutrals. All espenses related to the mediation
shall be borne by each party, indiiding without limitation the costs ef aay experts or legai r,ounsel.
12.12 3urisdiction and Venue. Any legal action, suit or proceeding brought by it in any way
retated to or arising out of this Agreement shall be brought in the state courts of the State of Minnesota,
and each party hereby accepts and submits to the jurisdiction of'such scate courts with respeet to any such
action, suit or proceeding brought by or against such part,y. Each party waives any objection to the venue
for any such action, suit or proceeding being in such state courts.
12.13 Negotiated Terms. The parties acknowledge that the terms and conditions of this
Agreement are the results of negotiations beriveen the parties and that no part of this Agreement shall be
construed in favor of or aaainst any party 6y reason of the estent to which any parry or its professiona(
advisors participated in the preparation of this Agreement.
12.14 Notices. Each notice required or permitted under this Agreement shail be in writing and
shall be deemed given when delivered by mail, courier or facsimile to the address or facsimile number
specified below (and a paper copy of any notice by facsimile transmission shall be delivered within 24
hours after such transmission to the address specified below).
-42-
OI- l5�
If to the Authority: RiverCentre Authority
c/o City of Saint Paul
210 City Half
I S West Kellogg Boulevard ,
Saint Paul, Minnesota 55102
Attention: Authority Representative
FacsimileNo.: (651)266-8541
With a copy to: City Attorney's Office
City of Saint Paul
400 City Hall
Saint Paul, Minnesota 55102
Attention: RiverCentre Authority Aitorney
Facsimile No.: (651) 298-5619
[f ro Manager. Saint Paul Arena Company, LLC.
175 Kellogg Boulevard
Saint Paul, Minnesota SS IO2
Attention: Chris Hansen
FacsimileNo.: (651)222-1055
�Vith a copy to: Faegre & Benson LLP
2200 Nonvest Center
90 South Seventh Street
Minneapolis, Minnesota 55402-390i
Attention: WilGam R. Busch, Ir.
Facsimile No.• (612) 336-3026
Eiiher party may change its address or facsimile num6er for notice purposes by givin� the other
party i 5 days' notice of the new address or facsimile number and the date upon which it will become
effective.
12.15 Amendment. No amendment to any provision of this Agreement is valid unless in
writing and signed by an authorized representative of each party.
12.16 Counteroarts. This Agreement may be executed in any number of counterparts, each of
which will be deemed an original, but all of which taken together shali constitute one sing(e agreement.
-43-
�j1- tS �
12.17 Public Data. All of the data created, cotlected, received, stored, used, maintained or
disseminated by Manager with respect to RiverCentre in performin� the functions under this A�reement
are subject to the requirements of Chapter 13, Minnesota Statutes, and Manager agrees to comply with
those requirements as if it were the Authority or the City. �
12.18 Comeliance with Laws. Each party agrees to comply with all faws of the United States
of America and the State oF Minnesota (inc(uding the Minnesota Data Practices Act) and with all Saini
Paul Ciry ordinances and resolutions and wil( not do (or altow anyone under such party's controt to do)
anythin� during the term of this Agreement in vialation of any such �awc ordinances and resolutions.
12. (9 Convention and Visitors Bureau Aereement. The parties acknowledge that the City is a
party to an agreement (the "CVB Agreement") with the Saint Paul Convention and Visitors Bureau
("f'VB"} with respect tc the promotion and marketing of the City as a tourist and convention destination.
In section 2.4 of the CVB Agreement, the City has a�reed to use its best efforts to influence the Authurity
and Manager tc partner with the CVB in many ways so that the CVB can successfully market and
promote the City. Manager agrees to cooperate with the CVB as best it can in the ways specified in said
section 2.4.
�
o�-iSSl
IN WI"INESS WHEREOF, each party has caused this Agreement to 6e signed and detivered by
iu du(y -authorized representative, effective as of the date first above written.
Approved as to Form:
/
By:
City Attomey Saint Paul
CIVIC CENTER AUTHORfTY
An Agency of the City of Saint Paul
{also known as RiverCentre Anthority)
By: n ."� Q (� --
J e Rei
a ` J �--
Titte: ' ctor of Office of Financial Services
�
LLC
MI.6?l31I.1?
By:_
Title:
�U : �'�-�W `
� t'fi� �. \��l V.QI,��..�
�
�
nrJ..
�
-45-
Titfe: Mayor of City of Saint Paul
Exhibit A � ( — � s �
to Agreement for RiverCentre
(page 1 of I)
RIVERCENTRE�'
Ii7UUf}G{OhEEVU2GYP7A6 PDYWRA�'SM'.��107RR.(
175 Kellogg Baulevard, Saint Pavf, Minnesora SSiOZ Phone 651-Z6i-}g00 Fax 6SI-?65-4899 w�+w.rivercentre.org
or esY
Saint Paul RiverCentre
Exhibit 1.3
to Agreement for RiverCentre
(page 1 of 1)
Event Booking Guidelines
Touchstone Energy Ptace and Roy Witkins Auditorium
RiverCentre is a multi-use facility designed to host a variety of events. Every effort tivitl
be made to nccommodate client date hold requests based on the following guidelines:
First priority scheduling is for conventions, meetings, tradeshows and events that utilize
a minimum of 65,000+ gsf, 75% of facility meetina/banquet space and a minimum of
500+ hotel rooms peak night. Dates may be confirmed and the event contracted 36
months prior to the date of event.
Second priority scheduling is for conventions, meetings, tradeshows and events that
utilize 30,OOOt gsf, SO% of facility meetingl6anquet space and a minimum of 250+ hotel
rooms peak night. Dates may be confirmed and the event contracted 24 months prior to
the date of event.
Third priority scheduling is for all other events and/or single day events. These events
may be contracted at any time within 18 months of the event date (based on event
sizelrevenue to facility and/or first-come-first-serve basis 1-18 monfhs.)
RiverCentre date hofds may be established as follows:
Second Hold Facilities and dates are considered second option pending any other larger
group and are held on a tentative basis for the client.
First Hold Facilities and dates reserved first option for client. Client given
opportunity to sign a lease agreement or release first option hold (at
36(24(18 month date).
Booked Contracted and confirmed event. Signed lease agreement on file at
RiverCentre and receipt of rental down payment from client.
The responsibility for facility mazketing of RiverCentre is jointly shared by the staff of
RiverCentre (short term) and the staff of the Saint Paul Convention and Visitors Bureau
(long term.) Final facility price and lease agreement will be confirmed by RiverCentre
staff. RiverCentre and the Saint Paul Convention and Visitors Bureau reserve the right to
issue, modify or terminate booking policies in order to operate the facility in a sound
business manner which maximizes economic benefits to the facility and to the city of
Saint Paul.
For additional information please contact:
RiverCentre
Saint Paul CVB
Minnesota Wi1d
651-265-4800
wwcv.rivercentre.ors
651-265-44Q0
w�vw.sipaulcvb.or;
651-222-6020
ww�v.wild.com
�snai99�
ot- �s�s
Exhibit 32
to Agreement for RiverCentre
Recurrina Even[s
Hmong New Year
Festival of Nations
Rondo Days
Capitol Ciry New Year
M1.596i?7.05
C�I-t5 �
Exhibit 4.1
to A�reement for RiverCentre
(pa�e 1 of I)
Contracts Currentiv in Effzct
Food Service (Volume Services}
Parking Ramp (Standard Parking)
Soonsorshi�s
Touchstone EnPower Services
Treasure island
Pioneer Press
Minnesota Life
Coca Cola
Media One
Servic Aereements
Minnesota Elevators and Eagle Elevators
Lagerquist Escalators
Adams Pest Control
Powell Communications
MN Net Centre+c, etc.
Loomis Armored Seroice
American Security
ADT
Saint Pauf Bank — Cash Machine -
Ikun — Copier
Red Cross
Tennant — Sweeper
Sage Software — Accounting
AirTouch Cellular
U S WES"f
Missabe Group — Sponsorships
Pitney Bowes — Stamp Machine
Golden Gate Internet Services
ielecheck
TicketMaster
Emplovment Services
Kelly Temporary Services
Industriat Staffing
Parking Ramp Construction Contracts
SMMA Architects— Wi(kins Design
MI:6?5311.1?
o1-�S�
Exhibit 5.2
to Agreement for RiverCentre
(page 1 of 2)
c�i-�S�
Exhibit 5.2
to Agreement £or RiverCentre
(page 2 of 2)
O� i S Sl
Exhibit 5.5
to Agreement for RiverCentre
(page I of3)
Emp(ovee Benefits Psovided bv ManaQer
N
S
U
R
A
N
C
E
Health
Dental
S�ngte -1007a paid by employer
Fnmily - 50% pnid by empfoyer / 50% paid by employ¢e
50 � pnid by Employer !�OYe puid by Emptoyee
Life 1X Mnual Salary Benefit 100% paid by Employer
Accidetttal Oeath d� Dismemberment 1X Annual Salary 8enefit 1007< paid by Employet�
Paid Time OfF (PTO)
(�avers all pnid
absences - sick,
vacation,funerals,
etc. - used at employee
discretion)
Years
0-4
5-9
10-15
16-23
ofter 23
Dasof
20
26
29
33
36
Carryaver of 5 days of PTO at year-end nllowed
Disabil(iy
Holidays 7
Short term disability - 300% paid by Employer
2/3 of weekly earnings - rnaximum $500 per week
Lc�g term disa6itity - IOQ °� paid by Employer
2/3 of weekly eat^nings - maximum $6,000 per month
New Years Day Thanksgtvin9 Day
Mernorial Day pqY after TFiankSgiving
Independ¢nee pcy
la6ot Day
Ghristmas pay
Holdiay Pay. 1,5 ti rzg c o mpe nmtion an equ time off
c� 1- rSl
Exhibit 5.5
- to Agreement for RiverCentre
(page 2 of 3)
Em�lovee Benefits Provided bv Manaser
O
P
T
I
O
N
A
L
Brcaks
2 25 m1n breaks and 45 min lunch break
Retiremertt Pinn - 401(k) '
Emplayee can cantribute up to 15°/> of salary (pre-tax), plus
$300 per year contributjan by employer to the 401(k) plan
(for each ¢mployee an tfte payroll at ¢nd of the year)
�n lieu of retiree he.alth insurance
Flexible Spending Accounts - Funded through employee pre tax contri6utions
Safety Shoes $40 per calendar year - if required by employer
Optional Life T.nsurwxa
Addifiiortai Life (Empioyee, Spouse & Children) - empioyees can purchase additional
coverage, at their cost (see attached chart)
o�-�s�
Exhibit 5.5
to Agreement for RiverCentre
{page3 of3)
Emolovee Benefits Provided b„y,Manaoer
Additianal Life (Emptoyee, Spause 4 Children)
Emoloyee Additianol coverage -�i0,000 units - Maximum $300,Q00
tminimum $20,0�0) - gcrarantee issue amount - �50,000
Employee Cost - 100%> per rate cRart b¢low (nfter tcx)
O Spouse Spouse (only wailable if employee elective life is purchased)
Units of $5,000 - Ma�timum 1/2 etnptoyees elective iife
P (minimum $10,000) - guarantee iuue amount - $25,000
Emptcye¢ Cost - 100°!. � per rate chart 6elow (after tax)
T
Elective Life Tnsurance Rates are based oR Stnoker and hlon Smoker staYus by age per
� �1a,o0o - Rangirg from $.90 to $1a2.50 per month
O Employee/ "Non Smoker Rate
Spouse Age Per $l0,000
N under 30 $ 0.9�
30-34 $ I,00
A 35-39 $ 1.30
40-44 $ 2,10
L 45-49 $ 3.40
50-54 $ 5.50
��-�9 $ 9.90
L 6Q-64 $ 14.70
65-b9 $ 22.50
I 70-74 $ 44.80
75+ $ 76.60
F
Smoker Rate
Per $10,000
1Z0
1.60
$
$
�
$
$
$
$
$
$
$
�
2,20
3.50
5,80
9.30
16.00
22.50
32,3Q
59.90
102.50
" Non-Smoker means tttat you hnve not smoked� or used tobacco producis in the lasi-12 tnonths
E
Chit ren
Guarantee issue amourrt $5,000 (one premiuM cavers any namber
cf children) - Do nat need to purchase eleciive Iife for se{f
Employee Cast -!0� (a >$.9Q cents per tnanth (n{ter tax deduction}
ol- �5�
Exhibit 6.2
to Agreement
(page 1 of 1)
Event Income and �p�+ss
{vea Rentais
Srnica Income
Box Otfice inccmn
Total E�t Ircana
To;al Ev�t Ezpense
Het Evml hlnme
Mciltary Incm�r .
Food 5 Bevera8e
NovaRies
Fad�dy Fees
PaAcng
Tohl Ancillary Inrome
Toh! Evmt Incortro
Othar Oper+�m9lncome
Parkin9
AA�vVlRSSiM1g
SporemNps
In-Kml ar Ouldoor Marquee
InleteSl
ORce SGx° RerR
Miscellan�++
Talai OVlerincome
Adjustad �ea h�come
IndirectExpanses
Qeparlmenl Expenxs
Ex¢c:alive
MarkHing
Finance
Operzlions
Ba< O(fice
OverheaE
Patking Ramp
To1a1 Dep�mer�l F�Pense BxPore NbcaGOn
E�epensas Mcated ro Ever�a
Hetlndire�tFxpe�se
OperaNng �sh Flow 8�lofe
Deht Senice. OnHirtN Chatges
t999 1999
ypOp Ro!fug � AFP��
A�i€9. EO�f ��et
S 1,�15,044 S �.074.849 S 1,370.P3
1.954.895 1.248,038 1.42$437
N4,� 1D.469 t0.9.441
2,744,`�2 2.450,356 2.912,651
(1.827.596y (1.596.514) (1.794.679)
yES,gp6 &53,e62 1.7�T,972
811267 487�239 653.8fi9
54.372 45�291 35.526
67.265 69.764 45.015
1,070.440 0?6.09fi 992,032
t.gp3�yq ' t.43b,330 1.726,472
z770,2`.�a 2.252.172 Z,94M1.444
1.430.805 1.234.438 7,337.803
35.Opp 38.679 �.�
333.500 276.250 2�.b�
40,W0 112,565 140.000
120, W 0 197.866 120.000
137.687 81,687 8�.�7
76,912 708.357 125,438
2,168,904 2.050.842 2124.428
4.939,154
253,T36
466,476
t 84.005
2,501,716
169,268
1,576,748
951,836
6,101,786
(1.827.5%1
4,274.790
q,3q3,014 4,9BB,B72
240.898 3C�,sb,5
512.096 5t7,92B
162,098 162,348
2,233,756 2.511.461
760,016 161.235
t,625,639 t.622,392
683.209 916.fi61
S.B17,062 6,198,988
(1,59F,St4S (t,7S4,679)
4.220.SA8 4,404,309
for RiverCentre
RNERCENiAE
2(1C0 OPERATING BVOGcT
1998 7997
@455L? Ra��n�.
S t.taB,%9 E 758.J47
1,341 49f3 1.153,486
fG8.437 153.730
2.63H.896 2.[r5.563
pass.se7> tteo�asal
871,999 258.499
1,152,263 923,158
65,700 67.812
302,573 397.423
g[8.930 8fi4.160
y,3Z7,4fi6 zuzssa
3.f99,365 2,511.C52
1.291.fi86 1,368.096
69.010 109,538
11.W0 '
7,5pp 30,000
203,783 175,&97
qg.O4q 15,3C0
142.787 113.226
1.P3.21Q 1.812.057
4,972574 4.323,103
790,696
496.%0
145,668
p,407,878
779,247
7,439.941
594,1fi0
5.954,030
c
4�187.093
264,404
344,682
t34,M15Z
2,195,079
228,346
1,025,474
988,779
5,130,916
(i,A07,C64)
3,323,852
66y,y6y ty2p5F $5A,563 785.481 999.25t
LessT7Bond0eNS�ca 660.OW 660.000 E60.000 660,OW 660,000
4z�0 28.000 83.%7
LeuPed.CannediaNCilyEmq�YeePk9 121.974 128,125 ��,�` - .
lass EquipmeM Lease Orterasq
TatafOaM�*+ice d24.004 788,125 881,457 66$400 743.967
LessRebcationandSelllemer3ExP�� 55.000 (23�%i) 25.000 358.aW t96.W0
194.022
NHL Expe�ses 55.00A (23,841) 7S.000 318.097 390.022
To W Onatirta Cha*9�
Oper.lncome�lhovtNan-Cashltems 5 (214,099) 5 (641�8�8) $ (351,844) S (220,616} S (734,732)
Non-cash items
WS'iteaH af 1he temai�fi9 b� value aF Mena Auets
�epreria�on
Net OpMtri9lncame (LOa)
3,609,460
gpq 545,186 3%,461 529.057 564.3N6
E 018,243) S (1788CC4) S (748.355) S (4.359.133J 5 (699.N8)
v� btr 17�47 PIHYUK'b tSUllutl urri�t
2000-2001 Cost Allocation Plan for RiverCentre
between
bJ1 Gbb G741 Y.b4/11
d,r-JS�
Civic Center Authority, an Agency of the City of Saint Paul
('also know as RiverCentre Authorlty)
and
Srunt Paul Arena Compnny, I.LC
IntroductiUn
Effective July 1, 2000 the Civic Center Authority (the "Authoricy") and the Saint Paul
Arena Company, LLC ("Mana�er"), with the consent and approval of the Mayor and City
Council of ffia City of Saint Paul on 7une 21, 2000, agreed to a three and a half year contract (che
Agreement") for the management of the RivarCentrc complex (the "Complex") by the Mansger.
Section 7.1, (a) of the Aa eement, requues chat the Manager "institute and abide by a cost
allocation and accounting system, subject to approval by the Authority (which approval shall not
be unreasonably wittiheld or delayed). Any changes to such system shall be subject to approval
by the Authority (which approval shail not be unreas�nably withheld or delayed)." The system
foz 2000-2001 is detailed in this 2000-2001 Cost Allocation Plan for RivcrCentre (the "T'lan").
This Plan must bc approved by the Authority and then be forwarded to the Mayor and tha Ciry
Counci( for review, cumment and final appTOVal.
The purpose of this document is only to re�ch agreement on how to fairly ailoc¢te
expenses betaeen the Authority and the Manager as those expeases occur_ It does not address
the underlying issues that are covered separately in other documents such as the annual bud�ets,
the marketing strategy ar ather policy related matters.
The Plan as proposed in this documant will be implemented on September i, 2000. Any
changes to the Plan required by the acCion of the City Council will be implemented immediately
following approval by the ?vlayor and, to the exten[ feasible, be implemented retroactively to
September i.
;StY 11%7b P�HYUK'b GUUUtI lR-h1lC
bJl Gbb �741 Y-G��11
��-�✓�
�xvense Atiocation Annroach
In order to ensure that total costs related to Xcel Energy Center (the "Center') ate paid by
the Saint Paul Arena Company, LLC, in its capaeity as manager of the Center and total costs of
the Complex are paid by the Authoriey, tha Pian `xill charge all unique direct costs to the unit thac
incurred the costs. All shared costs will be allocated on the rnost reasonable basis for allocating
those costs. In general, unless governed by some other provision of the Ao eement, employee
time as measured by a time kcegin� system acceptabIa to the Authority and described in tnis
document wili be the primary method for aliocating all compensation costs. In general, ather
sl�ared expenses, if their use is common to the ent�re facility, wiil be allocated as set forth herein.
Contract services used at the Center or Complex will be covered under Center or Complex-
specific agreements, if appropriate. Tf services are to be provided across both che Center and
Complex, the agreements will specify how those services wiii be tracked and allocated by the
service pro'�ider.
Compensation Expenses
Each employee of the Manager shall keep ¢ timc record cont�ining su�cient detail related
to che work performed on a daily basis to fairly allocate his or her time to services provided to the
Complex or the Center.
Manager will shortly be implementing a computerized time tracking system. Computerized
time tracking will allow hourly employees to accurately clock in and out.
Ail hourly staff will use swipe cards (electrieians, stage technieians, custodial staff,
em l lo e ee's c a r oIl ID number. c ll alo act As an identifieation cazd, a d as an aceess
p y e�
card in some cases.
Titne is allocated by each staff person at the end of thc day using � bar code gun and pre-
established bar codes for each area. The system will require that time be allocated. The system wili
also facilitate accurate job tracking because cach hourly employee will be able to allocate their time
based on only the available parameters set into the computer. For example, employees can only
allocate time to valid evenrs already set up in the system or for general work codes pre-established
for thc Center and/or the Complex.
I�?on-hourly employees will be ahte to access this system via the computer network and
ailocate their tiroe on a pereentage basis daily. A11 supervisors will aceess this syscem via che
computer network, verify corre�t allocation of time and correct errors as needed before submitting
the time Por payroll processing.
2
; btr ll��b I'IH7UK"5 bULUCI Urr1LC
b>1 Lbb �J41 r.�b�11
OI
The time rccord will be approved by the employee's supervisor who, by signing the
record, indicates his or her approval of how the time is distributed. Time that is not specifically
allocable to eithcr the Complex or the Center shall be prorated to each on the basis of each
employee's haurs that are allocated. This may be done on a pay period basis or some other
period of time acceptable to the Authority 3xid the Manager to ensure that unallocated time is
distributed fairly. Fringe bcnefits wi11 be allocated in aceor¢ance �vith related compensation cost.
Administrative Services and�xpenses
All telephone, printing; travel, loda ng parking, dues, memberships, registrations and like
expenses will either be charged directly to the Complex or the Center, or allocated on the eriod
used to chazge compensation costs for the employee who reports the expense for the pay p_
in which the expense occurs.
General Operating Expenses
The CompleX and the Center wil] each maintain a listing of equigment and its purchase
price in place at 7uly 1, 2000 and subsequently purchased for use at the Complex, the Center or
both. Each listing will note items dedicaced solely for use at Che Complex or the Center. Each
lisang will also note those items of sio ificant dollar value that ue expected to be used in borh
the Center and the Complex.
Deprecia[ion on equipment used exclusively in one facility or the othcr wili be ehazged in
full to the Complex or the Center, as applicable.
�.quipment that is used at both the Complex and the Center will either have usage tracked
by ]ocatioa, or usage will be allocated using the most relevant applicable basis (as approved by
the Authority Representative). Cost of maintenance and repairs of such equipment will be
similarly allocated. Potential bases for allocation include:
■ Time spent by personnel utilizing the equipment
• Number of events
� Square footage
Each year, the Manager wil! include in the proposed Capital Budget for the Complex
provision for purchasing new or replacement equipment, along with a proposed ailocation for
funding equipment used at both the Complex and the Center. Such jointly-funded purchases wi11
be noted as such in the Complex and Center equipment inveatories along with the estimated
useful l'sfe of each pieee of equipment. Depreciation expense of jointiy-funded equipment will be
al iocated based on percent funded by the Complex and the Cente�. Should the Manager be
terminated ar choose not to rene�v i�s contract, the remaining useful life of the equipment will be
3
StN 11�5b �IHYUK'S �Ullutl UYr1LC b�t Gbb tJ�µl r.bl�tt
����SO
computed as of the end of the Manager's contract_ The new entity selected to provide
management services wiil reimburse Manager for Manager's unamortized balance of funding
provided by Manager for shazed equipment left tvith the Complex, unless Manaoer continues to
be able to use such shazed equipment on an ongoing basis.
The Manager will prepare a map which defines all s,paces in the Center nnd the Complex
that have shared usage, and spaces in the Center. thac are used excIusively by the Complex and
vice versa. The relative amount of space in each facili[y made available for the other faciIity's
use, or shared use, will be compared. If one facili[y is contributin� significantly more space co
the joint operarions, an appropriate adjuslment to the cost allocation methodology will be
considered_
�efore August l, 200I, the Authoriey Representative and the Director of the Office of
Financial Services (OFS) will review the level of services provided by O�'S to the Authority
durina the first year of the Agreement and agree on the dollar value of those services. The
Authority will inclnde the payment for those services in the Authority's 2002 bud�et.
All other expense items in this category that canno[ be idendfiad with a particular venue
could be allocated as per "Compensation F.xpenses."
�inance Expenses
Cost of roudne finance and informacion technology support provided by Manager for
Complex acdviues will be covered by Manager as lump-sum charge for administracive overhead
(as ub eed in negotiation of Management Agreement).
Bos Offica Expenses
As agreed in negotiation of the Management Agreement, the box o£fice will be operated
by Manager for Complex events at no cost to the Complex. The Complex wili also not receive
any box officc fces or income from operation for Complex events.
Building Posver Expenses
All energy expenses should be metered sepazately and charged to the Complex or the
Cen[er.
Building Maintenance Expenses
Coses for ushers, security services, police, fire inspector, and Red Crass can most likely
be at[ributed to the event held and the venue in which it is held.
�
SEN 11%51 MHYUK'S �UllUtl urrt�t b�l Lbb C741 r.��/11
- � bl
Costs for elevator and escalator repair and mzintenance should be allocated to the venae
associated with che specifie equipment maintained.
All othet cosfs i[ems not otherwise idenufied above should generally be allocated to the
Complcx and thc Center as per "Compensation Expenses" for relevant personnel.
Marketing Expenses
Marketino expenses will be reparted by the specific event or venue to which the cost
relates. Costs associa[ed with Center evcnts and venue will be charged to the Center and cosu
associaFed with the Complex and Complex venues will be charged to the Complex. Cost
associated with shazed events will he allocated in proportion to the shared event exgenses
between the Complex and the Center. Remaining costs will be allocated according to the
allocation of markedng personnel compensation and expenses.
�arl;ing Management OperafinglParking �aci2lties �xpenses
The Mana;er and City T.ease Representative will negotiate an agreed-upon net revenue
amount to be paid to the Minnesota Wild Hockey Ciub for parkin� revenue due the Club on
hockey event nights.
Supp[ies
Supplies will be inventoried in specific locations in the Complex and the Center. ilsage
from each inventory will be monicored and eharged accordingly.
5
StY 11��1 fIHYUK'b t�UVtl UrY1Lt
Revenue Allocatian A roach
bJl Lbb C�41 r.b7�11
V 1 — t ✓ �
In order to ensure that totai revenues retated to the Center aze receipted by the Manager of
the Centes and tatal revenucs of the Complex are receipted by the Authoricy, the P1an will
allocate all unique direct receip�s to the unit that produced the revenue. All shared revenues wilt
Ue allocated on the most reasonable basis far allocating those revenues.
'1 he Authority I2epresentative will receive copies of all rate cards in nse when the Cencer
opens and will be notified of any proposed changes co the rate cards. If iE is necessary to
discount rhe rates in order to book an cvent that uses a combination oi the Center and the
Complex, the discount will be applied eventy to the Center and the Complex. The discount must
be approved by the Authority Represetttative."
Buildino ltentals
Article 7 of the tlrenQ I.ease covers che City's use of and access to the Center. Ail terms
regardina the City's use aze covered by the Arena Lease.
The Center's building rcntal revenue accrues to the Wild.
Suilding rental revenue of the Complex accrues to the Authority.
If a single event uses a combination of the Center and the Complex, the building rental
revenue should be allocated based on published, approved xate cards established for the Center
anct the Complex.
Equipment 12entals
There should be an ability to make a dizect association between most icems of equipment
available for rent and the venae where the equipment is bein� set up and used e.g., stages, tables,
chairs, A/V equipment, piano, ece.:
� Xf the equipment rented is set up and used in the Center, the rental revenue accrues to the
Wild.
� Yf the equipment rented is set up and used in the Complex, the rentai revenue accrues ro
the Authoriry.
■ Tf a single event uses a combination of the Center and the Complex, the equipment (e.g.,
forklift truck) rental revenue shauld be allocatedbased on the relative usage of this
equipment, chazged in accordanee with published, approved rate cards establishzd for the
0
�SEP-12-2�0P 11�51 MHYUK'S tiUUU�I urrl�t
Center and the Complex.
b51 Gbb �741 Y.1b�11
OI
Building and Event Services
There should be a direct association between event and most items aP buitding and event
services provided i.e., these serrices would not have been provided if not for the e�ent ta'.�ing
place:
• If the service provided is rendered in the Center, the service revenue accrues to the Wild.
■ If the service providzd is render0d the Complex, che tental revenue accrues to the
Au[hority
Tf a single event uses a combination of the Center and the Complex, the re ersonnel ��
services rendered should be ailocated based on the relative time roved ae cards
rendering the service, charged in accordance with published, app
established for the Center and the Complex.
Concessioas and l�o�velties
Concessions and novelties sellers should record all revenue at the point of sale for
purposes of allocating revenues
Under management fee structure proposed in RivezCentre RFP on concessions and
catering, revenues and expenses for these activities will be recorded gross.
Commissions
The event aenerating the commissions from the exhibition booths or the events for which
telavision rights are gzanted are "knowns." Special mention should be made for the "Facility
Charge" commission i_e., seatrent fee for tiie event. The locations of "�Sxed" items like pay
telephones, sign a$�, ete., ate also "knowns":
* If the evendlocation is in the Center, the commzssion revenae accrues to the ZZ'ild
■ If the cvenc/location is in the Complex, thc commission revenue accrues to the Authority
' re enue should be allocated b•� d o r 1 tive time pent by personnel r nderin° the
7
SEP-12 11�51 MHYUK'S t9JllVtl Ut�rl�t
e�i �co c�4t r.ltitt
U(
service, chazged in accordance with published npproved rate cazds established for [he
Center and the Complex.
Parking Rsmp Revenue
See discussion undez "Pazking Management Operating/Facilities Expenses."
Parking Lot Itevenue
See discussion under "Paridn� Management Operating/Facilities Expenses."
�ther Revenue
Best done on a case-by-case basis. The Authority musE approve the use of any public
revenue such as the RiverCetttre's share of T�oteUMotel taxes. Typically this has been used by
the Authority to provide "rent subsidies" to market the faciliry. It is anticipated that such
"snbsidies" will be made only for Complex events.
G:�.S6yed�Eadgxt�DEPT5ICNCIR���5�0.:601 COSC ALLOCATION PLA.Y CRevlud &30).d�
TDTAL P.11
.. SEP-12 11=4y MHYUK'S bUllutl Lh
b�i �5e e�ai r.eiiii �/
Q �
fac sim��e
TRANSMITTAI-.
'��:
fax #:
Martha Puller
r
re:
date:
pages:
651-222-070&
Cost Allocation Resolution Sent to the Ciry Council
September 12, 2000
11, including this covet page
Attn: Martha
From the desk of...
�ric WfIIems
Budgzt Analyst
City of Szin[ Pau?
Financial Servicrs Oifi�e
Budget Sutio�
160 City Hall 15 West Kello�� Bt��
SaintPaul, MN 55102-1G31
(G51) 26G - SS�S
Fa�c: (651) 26b - 5541
� 5tY-1"L-2�bd 11%4y MHYUK'S MJllVtI urri�t b51 Gb6 �541 Y.bCill
oertia:a+ExroovncvmuNC�c o�rcami.rev 1�4286 v ���`S�
2iverCcntrc a9-01-2000 GREEN SHEET NO.
W fd / Date ��t � G�o
� a �IICARSMG'v. tOIX2CSOR �5 CR�'COUNt[R.
'CO;.'i�Reex50N&PNO�.E .eaa. aj CZSYATio%YCY �- • P. � C[[YCLEPK
� Erich Mische '"""'"iO �
� PINF�'�SP¢VIf�5D10. fLV.sMCLSER`/¢es0ut
MV°'=s0.�'CAI.NGLACZCOnBY °'� � ptr2FnCCON.v'LA.Y�
n efnVOk(O0.ASS6T.v+�
� OF SIGN STUIZE P��C£S
Appro�al of thc cosc allocation syscem forthc FtiverCentrc compiex.
ar [. LOCATIOftS
YLhWNG CONMLSSION
OacGnHCREe
CM1�L9�avIC6COMM�tOti
• PERSONALSF�RVICECOhTR1CCS�NSTA�I'SWERT�
I ji � p�pn/rcm uvice woPsed iatder a mnL-a:l fo[ t8is dep�utcC-'
� yEg NO
2. Fins ttuspec,on/firm cv�rbecn i dry cmployee?
� yES NO
3. Does lhi9 pcesodfiim pa'4�99 a aldilmt nom+�lty possessed by %�Y �nt ciry employec?
yS5 NO
4.IS d�is pcison! firm s cugcced vendoc?
yGS NO
,.,��-._ .0 .,ae ,.,«.ert �n se�uuare zhcet nnd xtLUh m gresn Shee�)
'rtNTQ.'C PROeL£.1C LSSIN.OPPOrt (\We. Q'S't �h'�'�°R� �'I'
The management ao eemrnt bettveen thc River CenKc Authority and Che Saint PAUT Arena Company tequues that che Authoriry and
�lanaget approve a cost allocafion sys[em for the ShaPed use oF the faeility.
None.
TAOc3�FnPPROV9�:
, Rivcr Cenve Authori[y und the Saint Paul Arcnu Company would have an cquitable systom for distributing shu'ed cos+s an revenues.
nvraov�o
ISAD�ti�TACE40FNOT.VPRO emenE of
The P�i�or Centre Autharity and the Saint Paul Arena Company would not be in full compliancc of ihe agrecment for the manag
the River Centre complex.
n3[aUM OF TMV9��Tioy
FLY.INCLLL LVFORAfATItlN: C��VI
COST/RSVLT1IlEeGDGETFA(R3ta.G0YE) YYS N9
Salnt Paul Budc.t Qf6W fG:ltlt]SxG0. =R� K'.l31
4SEP-12 11-4y MHYUK'S bUllUtl �rr1�t b5i �bt e�µi r.�3iii
♦.uunw ruc n
� By:
RESOLUTION
CiTY OF SAIfIT PAUL, MINNESOTA
6reen Sheet# 1�4286
v�-ls�
Committee: d�e
Referred To� : �
, WHEREAS, upon the approva! of the Mayor and City Council, the RiverCentre Authority entered into a three and a
z half year agreement with the Saint Paui Arena Company; and �
a
s WHEREAS, section 7.1, (a) of the ag�eement requires that the Manager "insfitute and a6ide by a cost
e aliocation and accounti Caune'il for teview, comment a nd finai app oval; and h��rould be forwarded to
� the Mayor and the City
e
9 roved by the Ci Counci( by Sepiember
,� WHEREAS, if the cost aifocai °� a sl Pro�osed ill he mplemen ed at that time 2 d remaln i� effect
„ �, 2000, the cost allocation p P
iz until approved by the City Council; and
13
,5 WHEREAS, any changes to the cost allocation p�an required by t1'�e action of the City Councii wi<<, to
,e the extent feasibie, be implemented retroactively to September 1, 2000; and
n
�s WHEREAS, the Mayor recommends approval of the proposed cost allocation plan; and
za
27 the Councii of tha City of Saint Paul approves the attached cost
THEREFORE BE fT RESOLVED,
allocation plan.
za
25
26
27
2d
29
30
Requested by DeparEment of:
Adopted by Council: Dafe
Adoption Certified by Council Secre2ary:
av:
Hpproved by Mayor: Date
� �RiverCentr�-EriCh"h�s he
C
sy; _ _ -- �
Approval f2ecommended by FSO - Director:
B ����.,� h- �-�--�,
Form Approved by City At�or ey_
By: �(�c- `i ' �
qpprovec� b M,a o f r Su6mission to Coun����
t �
By: ;/ i
w $J�n[ Pa4I QUE9R INC�` i+.1 \tf9AGP.Gc�?WK01
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RIVERCENTRE AUTHORIN OF THE CITY OF SAINT PAUL, MINNESOTA
ANNUAL FINANCIAL REPORT
For the Fiscal Year Ended December 31, 1999
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TABLE OF CONTENTS
INTRODUCTORY SECTION
Director's Transmittai Letter
Authority Members and Committees
FINANCIAL SECTION
Independent Auditor's Report
Financial Statements
Comparative Balance Sheet
Comparative Statement of Revenues, Expenses, and
Changes in Retained Eamings
Comparative Statement of Cash Flows
Notes to the Financial Statements
Item
Exhibit A
Exhibit B
Exhibit C
Paqe
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1
3
4
5
7
Supplemental I nformation
Comparative Schedule of Revenues, Expenses, and Transfers Schedule 1 21
Detail
STATISTICAL SECTION
Activity report by location - last ten fiscal years
Attendance report by event type - last ten fiscal years
Attendance report by month - last ten fiscal years
RiverCentre concession revenue - Iast ten fiscal years
Parking operations - last ten fiscal years
Operating results - last ten fiscal years
Table I
Table il
Table III
Table IV
Table V
Tabie VI
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28
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30
31
33
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175VJEST
l_R'� IVE�(CE�T�T_''1I��'�'
A CONVENITON, ENIERTAINMENTAND SPORTS COMPLFX
IEL 651265.4800 FAX 651165.4899
WEB wH^w.dve[�Reocg
F*�pT� info@rivac�tteorg
SiRIE501
SAIVI PAUL, NfINNE56CA 55102
AllgI1SY 15, 2���
TO: RIVERCENTRE AUTHORITY
Richard H. Zehring, Chair
Lois J. West Duffy, Vice-Chair
Richazd Aguilaz
Dan Bostrom
Chris Coleman
Donald P. Del Fiacco
Richazd Ginsberg
Robert C. Schwartzbauer
Deaz Authority Members:
RiverCentre is proud to submit the Annual Financial Report of the RiverCentre Authoriry of the City of
Saint Paul (RCA) for the fiscal year ended December 31, 1999. The responsibility for both the accuracy of
the presented data and the completeness and faimess of the presentation, including all disclosures, rests
with the RCA and the Ciry of Saint Paul. I believe the data, as it is presented, is accurate in all material
aspects; that it is presented in a manner designed to fairly set forth the financial position, results of
operaAOns, and cash flows of the RCA; and that all disclosures necessary to enable the reader to gain the
masimum understanding of the RCA's financial affairs have been included. This report has been prepazed
in accordance with current accounting and financial reporting principles and standards set by the
Govemmental Accounting Standazds Boazd (GASB) and also follows the auidelines recommended by the
Govemment Finance Officers Association of the United States and Canada.
FORMAT
ii2 i2Yvia CGiiSiSiS vi uii22 52�iviiS:
The Introductory Section includes this letter of transmittal and a lisring of the Authority
members and committees.
2. The Financial Section includes the financia] statements and the related notes to these
financial statements; supplemental information; and the State Auditor's report.
The Statistical Section includes a number of tables of unaudited data depicting the
financial and related history of the RCA for the past ten years.
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REPORT'ING ENT`TTY AND SERVICES
This report sets forth the financial position, the results of operarions, and cash flows of the RiverCentre
Operating Fund — the one fund of the RCA. The RCA is also combined into the City of Saint Paul's
Comprehensive Annual Financial Report as an enterprise fund ofthe City in accordance with the entity
criteria set forth in generally accepted accounting principles.
The RCA was created pursuant to State Law in 1969, Chapter 1138. As stipulated in Chapter 1138, the
RCA manages and makes regularions for the use of the RiverCentre Complex.
1999
IN SUMMARY
The RiverCentre settled into its second yeaz of convention and meeting business in its new facilities. New
business included a Hanna Anderssen clothing sale, a University of Minnesota Transportation Reseazch
conference, a Blue Cross-Blue Shield seminar, a sports card expo, and several additional job fairs,
weddings, graduation ceremonies, meetings and parties.
Touchstone Energy� Place became the new convention center designation for the RiverCentre. A
Touchstone Energy� Place rollout ceremony was held on May 20, 1999. The ceremony was topped off
with welcoming speeches from Mayor Norm Coleman and RiverCentre Authority Chair Richard Zehring
and concluded with an indoor fireworks display.
' � The RiverCentre and the Ordway for the Performing Arts began discussions on renovation and/or new
conshvction of the Wilkins Auditorium. While funding was not approved during the 2000 State of
Minnesota Legislature session, preliminary planning and operations were explored in 1999.
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As in past years, the Wilkins Auditorium continued to be a successful concert venue. Concerts for 1999
included: Point of Grace, Sno Core/Evercleaz, Sugaz Ray, Slayer, Ramstein, Limp Bizkut, Jewel, Chemical
Brothers, Megadeath, Ben Harper, Cranberries Collective Soul. Radio station 93X sponsored two assorted
concerts. Clambake and Nutcracker both hosted an assortment of musicians.
Along with the Wilkins Auditorium concerts, the Wilkins E�ibition Hall became the setting for several
1999 "overnighY' raves or dance parties.
RIVERCENTRE EXPANSION
Arena construction began in April 1998 and continued through 1999. As well as conshvcting the new
azena, plans began for the renovarion of the RiverCentre pazking ramp. Actual renovation construction
began in Apri12000.
The "connection" between the RiverCentre and the downtown community won support in 1999. In
December 1999 the RiverCentre Authority approved the RiverCentre's role in the connection project. The
projecYs capital and operating costs will be derived from sources other than the RiverCentre Authority
budget with the exception of a$5.00 surcharge dedicated from contract pazking contracts.
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Preliminary planning between the RiverCentre and the Ordway for the Performing Arts began in 1999.
While funds were not approved, Symmes Maini & McKee Associates completed analyses of Willcins
Auditorium with nreliminary design plans.
FUTURE PROSPECTS
Preliminary 1999 yeaz-end fmancials ended on a more positive note than anticipated during the construcrion
years of the RiverCentre. It is anticipated that 2001 and 2002 also appear to be moving in a positive
direction. The new millennium will shine brighdy on the new RiverCentre complex with the opening of a
new azena in the fall of 2000.
Joint operations discussions took place in 1999 and continued through the first half of 2000 with Saint Paul
Arena Company (Minnesota Wild). Joint operafions between the RiverCentre Authority and Saint Paul
Arena Company aze expected to occur at the RiverCentre prior to the opening of the new azena. Certified
and appointment employees will become the staff of Saint Paul Arena Company and move from City
employment.
ACCOUNTING SYSTEM AND BUDGETARY CONTROL
The RCA's accounting system is administered and maintained by the RCA and the City. In developing and
evaluating the RCA's accounting system, consideration is given to the adequacy of intemal controls.
Yntemal controls are designed to provide reasonable, but not absolute, assurance regarding: (1) the
safeguazding of assets against loss &om unautfiorized use or disposirion; and (2) the reliability of financial
records for prepazing financial statements and maintaining accountability for assets. The concept of
reasonable assurance recognizes that: (1) the cost of a control should not exceed the benefits likely to be
derived; and (2) the evaluation of costs and benefits requires estimates and judgments by management. All
intemal control evaluations occur within the above framework_ We believe that the RCA's internal controls
adequately safeguard assets and provide reasonable assurance of proper recording of fmanciai transactions.
AII h�ansactions aze reported on the full accrual basis. As in the private sector, the measurement focus is
on net income, financial position, and cash flows. In addition, budget controls aze maintained to ensure
compliance with legal provisions embodied in the annual appropriated budget approved by the RCA and
the City Council. Annual spenQing budgets for enterprise iunds were controiieQ at'the iunQ levei. - �
A representation letter, which designates the responsibiliries for the fair presentation in the statements of
financial position, result of operations, and cash flow in conformity with generally accepted accounting
principles, has been signed by the RCA Chair, the RCA Executive Director, and the City's Office of
Financial Services/Accounting and given to the Office of the State Auditor.
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OVERVIEW OF THE RESULTS OF OPERATIONS
The following schedule presenu an overview of the results of 1999 fmancial opemtions for the RCA with a
comparison to 1998:
Operating Revenues
Operating Expenses
Net Operating Income (I,oss)
Non-Operating Revenues (Expenses) and
Operating Transfers In (Out):
Interest on Investrnents
Increase (Decrease) in Fair Value of
Investments
HoteUMotel Taz
Miscellaneous Other Revenue
I,oss on Retirement of Fixed Assets
Interest Expense - Capital Lease
Transfer out to City Geneml Debt
Service Fmmd
Transfer out to Saint Paul HRA General
Debt Service Fund
Net Income (Loss)
Retained Earnings (Deficit), January i
Retained Earnings (Deficit), December 31
1999
$5,828,794
6,122,071
$(293,27�
150,738 238,768
(135,953) 23,149
55,569 59,318
- 9,062
- (2,962,838)
(128,125) -
- (28,000)
(660,0001
$(1,011,0481
795 438
215 610
(660.0001
$(3,539.6091
4 335,047
795 438
1998
$6,390,303
6.609 371
$(219,068)
Increase
ecrease
$(561,509)
48( 7,3001
$(74,209)
(88,030)
(159,102)
(3,749)
(9,062)
2,962,838
(128,125)
28,000
2 528 561
$(3,539,6091
$(1.011.0481
The 1999 total operating revenues decreased 8.8% from 1998 primazily due to loss of concession revenues.
The demolition of the arena and construction of the new facilities continued to have a major impact on the
events held in 1999. Overall attendance declined 270,372. Half of the decline was due to the relocation of
the Minnesota State High School Toumaments to another location. However, the number of events
increased by 46.
Operating expenses decreased by 7.4% primarily due to decreased building maintenance costs after
demolition of the azena in April 1998. Also there were less settlement costs of events displaced by the
demolition of the azena.
The opening of the convention center and demolition of the arena represent a fundamental change in the
operations of RiverCentre. The number and type of events served by a convention center aze different from
those served by an azena. Changes in recording income and expenses by event acrivity that were begun in
1997 continued in 1998 and 1999. These changes will allow RiverCentre staff to critically e�mine the
impact each type of event has on the operation of the faciliries and to make adjustments as necessary.
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CASH MANAGEMENT
The RiverCentre's deposit and investment functions aze maintained by the City's Office of Financial
Services. Deposits aze maintained at financial ins6tutions authorized by the City Council, all of which
institutions are members of the Federal Reserve System. Minnesota statutes require that all deposits be
covered by insurance, surety bond, or collateral.
In addifion to interest-bearing deposits, cash temporarily idle is invested in various government securiries,
repurchase agreements, and other inveshnents authorized under State Law.
All investment eamings which were credited by the City Treasurer to the RiverCentre Operating Fund
totaled $150,738 in 1999 and $238,768 in 1998.
OBLIGATION FOR DEBT RETIREMENT
Note 8. to the Financial Statements describes the RCA's obligation towazd the retirement of certain City
and its Housing and Redevelopment Authority's (HRA) long-term debt.
In 1999 the RCA made its annual contribution of $660,000 from the gross revenues derived from the
operation of the RiverCentre faciliries towazd debt service on the 1993 HIZA Tas Increment Revenue
Bonds. The annual RCA obligation of $66Q000 towazd those bonds will remain through yeaz 2008. The
RCA also has an obligarion to pay net revenues as defined in the Joint Pledge Agreement towazd debt
seroice on the 1993 HRA Sales Tas Revenue Bonds. Note 8. includes a priority policy for the distdbution
of operating revenue, which was last amended in 1993.
RETAINED EARNINGS
With the net loss of $1,011,048, the retained eamings ofthe RiverCentre Operating Fund aze at $(215,610)
on December 31, 1999. Due to the net loss there aze no reserves for the annual payment to HRA for debt
service on the Series 1993 Ta�c Increment Revenue Bonds and working cash balance. These reserves are
explained in more detail in Note 8.C. and Note 11. to the financial statements.
17\NNI►`[H:7_\u19
APCOA, Inc. has had the operating contract to manage the RiverCentre Pazking Facilities since
September 1, 1996. During the past several yeazs, significant structural repair and prevenrive maintenance
expenses have been incurred at the ramp in order to ensure a safe pazking facility for all users.
�[TNDING AND PARTICIPATION AGREEMENT FOR RIVERCENTRE IMPROVEMENTS
On March 5, 1993, the RiverCentre Authoriry entered into an agreement with the Housing and
Redevelopment Authority of the City of Saint Paul (HRA), whereby the HRA provided a grant of $475,000
to the RiverCentre Operating Fund for capital improvements to the RiverCentre faciliries. This grant was
made to compensate the RiverCentre for a pazking incentive commitrnent given to the Green Tree Financial
Corporation, which has its headquarters in downtown Saint Paul. Under the pazking incentive
commitrnent, the RiverCentre agreed to provide up to 300 unlimited pazking spaces, on a monthly contract
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basis, to Green Tree employees, for which the fust 26 months of the eight-yeaz commitment would be
provided at no cost, and for which the remaining five years and ten months would be provided at 50% of
market rates.
The $475,000 was reported as a capitai contribution in the RiverCemre financial statements. Three
bundred spaces for the 1999 yeaz could have generated a total of $144,000.
INDEPENDENT AUDTT
State law requires the State Auditor to perform an annual audit of the books of account, financial records,
and transactions. This requirement has been met, and the State Auditor's report has been included in this
report.
MANAGEMENT AND COMPLIANCE LET'I'ER
The State Auditor will also issue a management and compliance letter covering the review, made as part of
its audit of the RCA's system of intemal control over financial reporting and its tests of compliance with
certain provisions of laws, regulations, contracts, and grants. The management and compliance letter will
not modify or affect, in any way, this report.
ACKNOWLEDGMENTS
Without a doubt, the opening of the convention center in 1998 has had a positive economic impact for the
City of Saint Paul. The new arena at RiverCentre opening in the fall of 2000 will only add to the fiscal
revitalization of the City as well as excite thousands of NHL hockey fans. The RiverCentre Authority and
its Chair Richard H. Zehring, Sr. Vice President of Welsh Companies, Inc., created a very prosperous
future for the new millennium. The Authority is a dynamic team concemed with the future growth of the
City of Saint Paul, and it has been a pleasure to be involved with this group of concemed citizens. Along
with the efforts of the Saint Paul RiverCentre Authority, there aze many others that need to be recognized
for their efforts and contributions to the RiverCentre including: Mayor Norm Coleman, The Saint Paul City
Council, The Saint Paul Convention and Visitors Bureau, the Chamber of Commerce, and Volume
Services. There aze numerous City of Saint Paul staff inembers and Depaztment Directors who have
worked together to contribute to the success of the RiverCentre.
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Respect itted�
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� Erich Mische
Executive Director
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RIVERCENTRE AUTHORITY OF THE CIN OF SAINT PAUL, MINNESOTA
AUTHORITY MEMBERS AND TERM OF OFFICE
As of December 31, 1999
PUBLIC MEMBERS
Richard H. Zehring, Chair
Lois J. West Duffy, �ce-Chair
Richard Aguilar
Donald P. Del Fiacco
Richard Ginsberg*
Robert C. Schwar�bauer
Mark Shields`
Term Exoires
July 1, 2001
July 1, 2003
July 1, 2001
July 1, 2001
July 1, 2003
July 1, 2001
Resigned May 11, 2000
Public members are appointed by the mayor to terms of four years.
* Richard Ginsberg and Mark Shields were appointed to the Authority to fill the positions of
Gary Fieids and Richard O'Connor whose terms expired during 1999.
CITY COUNCIL MEMBERS
Daniel Bostrom
Chris Coleman""
December 31, 2003
December 31, 2003
City Council members are appointed by the mayor to terms of four years, concurrent with their
terms of office.
"` Chris Coleman was appointed to the Authority to replace Michael Harris whose term of office
ended December 31, 1999.
SAINT PAUL CONVENTION AND VISITORS BUREAU
Darrel Bunge, Ex Officio""
*** Darrel Bunge replaced Kenneth Wenzel who retired as the Convention and �sitors Bureau
Ex Officio member.
INTERIM EXECUTIVE DIRECTOR
James O'Leary was appointed July 20, 1998.
MANAGING DIRECTOR
Barbara Chandler was appointed March 22, 1992.
The executive director and managing director are appointed by the RiverCentre Authority.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMMITTEE ASSIGNMENTS
As of December 31, 1999
EXECUTIVE COMMITTEE
Richard H. Zehring, Chair
Daniel Bostrom
Lois J. West Duffy
Mark Shields, Finance Chair
RiverCentre Staff
James O'Leary, Executive Director
Barbara Chandler, Managing Director
Brett Landow, Controller
Mary Sienko, Marketing Director
Mark Stoffel, Operations Director
il BUILDING AND OPERATIONS COMMITTEE
RobeR C. Schwartzbauer, Chair
Donaid P. Del Fiacco
Richard H. Zehring
III • MARKETING COMMITTEE
Donald P. Del Fiacco, Chair
Richard Aguilar
Richard H. Zehring
IV FINANCE COMMITTEE
Mark Shields, Chair
RiverCentre Staff
James O'Leary, Executive Director
Barbara Chandler, Managing Director
Mark Stoffel, Operations Director
RiverCentre Staff
Mary Sienko, Marketing Director
RiverCentre Staff
Brett Landow, Controller
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NDTTH H. DL'I'CHER
STATE AUDITOR
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STATE OF MINNESOTA
OFFICE OF THE STATE AUDTI'OR
SUTTE 400
525 PARK STREET
SALNT PAIIL, �' S5103-2139
(6�1) 296-25�1 (VOice)
(651)296-4755 (Fax)
stateauditor@osa.state.mn.us (E-Mail)
1-800-627-3529 (Relay Service)
INDEPENDENT AUDITOR'S REPORT
Members of the RiverCentre Authority
of the City of Saint Paui
Saint Paul, Minnesota
We have audited the accompanying financial statements of the RiverCentre Authority,
an enterprise operation of the City of Saint Paul, Minnesota, as of and for the years
�ended December 31, 1999 and 1998, as listed in the table of contents. These
financial statements are the responsibility of the RiverCentre Authority's management.
Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing standards
and the standards applicable to financial audits contained in Gove�nment Auditing
Standards, issued by the Comptroller General of the United States. Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
As discussed in Note 2.A., the financial statements present only the RiverCentre
Operating Fund and are not intended to present fairly the financial position of the City
of Saint Paul and the results of its operations and the cash flows of its proprietary
fund types and nonexpendable trust funds in conformity with generaliy accepted
accounting principies.
� .�=� Recycled papec with a minimnm oF
'�c,( 15% post-consumer wazte
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In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of the RiverCentre Authority at December 31, 1999
and 1998, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying financial information listed as
supplemental information in the table of contents is presented for purposes of
additional analysis and is not a required part of the financial statements of the
RiverCentre Authority of the City of Saint Paul. The supplemental information has
been subjected to the auditing procedures applied in the audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
In accordance with Government Auditing Standards, we are also issuing a report
dated May 30, 2000, on our consideration of the RiverCentre Authority's internal
control over financial reporting and our tests of its compliance with certain provisions
of laws, regulations, contracts, and grants. That report is an integral part of an audit
performed in accordance with Gove�nment Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.
���'t � ^ 3���Z.a' �' `� ` � � �
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JUDITH H. DUTCHER GREG HIERLINGER, CPA
STATE AUDITOR DEPUTY STATE AUDITOR
May 30, 2000
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
RNERCENTRE OPERATING FUND COMPARATIVE BALANCE SHEET
DECEMBER 31, 1999 AND 1998
(Amounts in doliars)
ASSETS
Current Assets:
Cash and Short-Tertn Investments with City Treasurer
Imprest Funds
Accounts Receivable
Less Aliowance for Uncollectibie Accounts
Accrued interest on Investrnents
Due from Other Funds of the City of Saint Paul
Due from Other Governmental Units
Prepaid Items
Suppty inventory
Total Current Assets
Restricted Assets:
Cash for Equipment Purchases
Fixed Assets:
Building Improvements
Less Accumulated Depreciation
Equipment
Less Accumulated Depreciation
Total Fixed Assets
TOTAL ASSETS
LIAB/L/TIES AND FUND EQUITY
Current Liabilities:
Accrued Salaries and Auto Allowance Payable
Compensated Absences Payable - Current
Claims and Judgments Payable
Accounts Payable
Lease Purchase Payable - Current
Due to Other Funds of the City of Saint Paul
Due to Other Govemmental Units
Deferred Revenue
Total Current Liabilities
Long-Term Liabilities:
Compensated Absences Payabie - Long-Term
Claims and Judgments Payable - Long Term
Lease Purchase Payable - Long-Tertn
Advance from the City of Saint Paui
Total Long-Term Liabilities
Total Liabilities
Fund Equity:
Contributed Capital from City of Saint Paut
Retained Earnings (Deficit)
Reserved for Working Cash Baiance
Reserved for HRA TIRB Series 1993
Unreserved
Total Fund Equity
TOTAL LIABILITIES AND FUND EQUITY
1999
1,706,885
10,500
675,362
(13,184)
26,205
450,52'i
3,890
99,666
16,973
2,976,818
1,054,639
(469,499)
3,857,262
(1,415,265)
3,027,137
6,003,955
87, 052
26,859
183,769
264,148
109,483
115,162
1,494
267,092
1,055,059
189,783
47,538
2,127,185
1,525,000
3,889,506
4,944,565
1,275,000
(215,6'10)
1,059,390
6,003,955
The notes to the financial statements are an integral part of this statement.
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EXHIBIT A
'1998
2,996,107
'10,500
507,524
(23,078)
68,634
14,793
1,403
19,437
15,260
3,670,580
195,759
1,054,639
(416,766)
3,678,774
(1,078,931)
3,237,716
7,044,055
67,249
12,276
440,703
103,332
93,153
4,171
277,391
998,275
213,674
2,236,668
1,525, 000
3,975,342
4,973,677
1,275, 000
135,438
660,000
2,070,438
7,044,055
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
RNERCENTRE OPERATING FUND COMPARATIVE STATEMENT OF REVENUES,
EXPENSES, AND CHANGES IN RETAINED EARNINGS
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999
OPERATING REVENUES
Building:
Building Rentals
Equipment Rentals
Building and Event Services
Commissions
Concessions
Total Building Revenues
Parking Fees
TOTAL OPERATING REVENUES
Building:
General Operating
Finance
OPERATING IXPENSES
Box Office
Building Power
Building Maintenance
Event Managers
Security Managers
Event Services
Marketing
Total Buiiding Expenses
Parking Facilities
TOTAL OPERATING EXPENSES
OPERATING INCOME (LOSS)
NON-OPERATING REVENUES (IXPENSES)
Interest on Investments
Increase (Decrease) in Fair Value of Investments
HoteUMotel Tax
Miscellaneous Ofher Revenue
Loss on Retirement of Fixed Assets
Interest Exoense - Capital Lease ,
TOTALNON-OPERATING REVENUES(EXPENSES)
1,121,456
790,050
1,057,285
732,203
612,002
3,712,996
2,115,798
5,828,794
1,104,712
155,073
126,297
1,472,048
1,068,593
228,473
162,813
443,421
478,819
5,240,249
881,822
6,122,071
(293,277)
150,738
(135,953)
55,569
(128,125)
(57,777)
INCOME (LOSS) BEFORE OPERATING TRANSFERS (351,048)
OPER.4TlNG TRANSFERS IN (OUTJ
Transfer Out to City of Saint Paul
General Debt Service Fund -
Transfer Out to Saint Paul Housing and Redevelopment Authority (HRA)
Generai Debt Service Fund (660,000)
TOTAL OPERATING TRANSFERS IN (OU� (660,000)
NET INCOME (LOSS)
RETAINED EARNINGS (DEFICI'�, JANUARY 1
RETAINED EARNINGS (DEFICIn, DECEMBER 31
(1,011,048)
795,438
(215,610)
The notes to the financial statements are an integral part of this statement
EXHIBIT B
1998
1,126,068
149,745
1,211,473
586,438
1,217.963
4,29'1,687
2,098,616
6,390,303
1,276,514
141,850
150,572
1,486,575
1,325,242
219,743
48,494
466,531
492,128
5,607,649
1,001,722
6,609,371
(279,068)
238,768
23,149
59,318
9,062
(2,962,838)
(2,632,547)
(2,851,609)
(28,000)
(660,000)
(688,000)
(3,539,609)
4,335,047
795,438
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
RIVERCENTRE OPERATING FUND COMPAR.4TNE STATEMENT OF CASH FLOWS
FOR THE FiSCAL YEARS ENDED DECEMBER 3'I, 1999 AND 1998
(Amounts in dollars)
CASH FLOWS FROM OPERATING ACTMTIES
Opereting Income (Loss)
Adjustments to Reconcile OperaSng Income (Loss) fo Net Cash
Provided (Used) by Operating Activities:
Depreciation
Increase (Decrease) in Allowance for Uncollectible Accounts
increase (Decrease) in Non-operating Misc. Other Revenue Received
Changes in Assets and Liabilities:
(Increase) Decrease in Gross Accounts Receivable
(Increase) Decrease in Due from Other Funds of the City of Saint Paul
(Increase) Decrease in Due from Other Govemmental Units
(Increase) Deaease in Supply Inventory
(increase) Decrease in Prepaid Items
Increase (Deaease) in Accrued Salaries and Auto Allowance Payable
Increase (Decrease) in Compensated Absences Payable, Current
Increase (Deaease) in Compensated Absences Payable, Long-Term
Inuease (Decrease) in Claims and Judgments Payable, Current
Increase (Decrease) in Claims and Judgments Payable, Long-Term
Increase(Decrease)in Accounts Payable
Increase (Decrease) in Due to Other Funds of the City of Saint Paul
Increase (Decrease) in Due to Other Govemmental Units
Increase (Decrease) in Deferred Revenue
Totai Adjustments
Net Cash Provided (Used) By Opereting Activities
L9
(293,2T7)
39'1,661
(9,894)
(168,393)
(444,163)
(2,48�
(1,713j
(80.229)
19,803
14,583
(23,891)
183,769
47,538
(178.184)
8,606
(2,676)
(10,299)
(255,969)
(549,246)
CASH FLOWS FROM NON-CAPITAL FINANC/NG ACTIV/T/ES
� Operating Transfer to Other Funds of the City of Saint Paul (688,000)
Hotel/Motel Tax Received 56,125
Net Cash Provided (Used) By Noncapiql Financing Activities (631,875)
CASH FLOWS FROM CAP/TAL AND RELATED F/NANCING ACT/V/T/ES
Proceeds from Lease Purchase Agreement -
Principal Paid on Debt Maturities - Capital Lease (703,332)
Payments for Acquisition of Equipment (129,617)
Interest Paid on Lease Purchase (128,125)
Net Cash Provided (Used) By Capitai and Related Financing Activities (361,074)
CASH FLOWS FROM /NVESTING ACTIVIT/ES
interest and Dividends Received 193,i67
Increase (Decrease) in Fair Value of Investments (135,953)
Net Cash Provided (Used) by Investing AcUvities 57,214
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,484,981)
CASH AND CASH EQUIVALENTS AT BEC,INNING OF YEAR
CASH AND CASH EQUIVALENTS AT END OF YEAR
DETAILS OF CASH AND CASH EQU/VALENTS
Cash and Short-Tertn Investments with City Treasurer
Imprest Funds
Restricted Cash for Equipment Purchases
Totat Cash and Cash Equivalents
NON-CASH INVEST/NG, CAP/TAL AND FINANCING ACTIV/T/ES
Capital Assets Purchased on Account: Equipment
Lease Purchase Obligations
Retirement/Deletion of Fixed Asset (Buildings and Structures)
RetiremenUDeletion of Fixed Asset (Equipment)
3,202,366
1,717,385
1,706,885
10,500
1,717,385
75,555
EXHBIT C
�9$
(219,068)
324,161
'15,678
'1,992
(10'I,784)
66,570
1,403
309
60,907
(58,370)
2,742
55,517
4,740
(23,844)
19,456
369,477
150,409
(743,960)
59,350
(684,610)
2,340,000
(2,166,981)
173,019
229,415
23,149
252,564
(108,6'18)
3,310,984
3,202,366
2,996,107
10,500
195,759
3,202,366
32,524
2,340,000
(1,008,265)
(1,954,573)
The notes to the financial statements are an integrai part of this statement.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For tfie Fiscai Years Ended December 3'i , 1999 and 1998
1. RiverCentre Authority
2. Summary of Significant Accounting Policies
A. Financial Reporting Entity
B. Enterprise Fund
C. Basis of Accounting/Measurement Focus
D. Supply Inventory
E. Fixed Assets
F. Compensated Absences
G. Employee Fringe Benefits
H. Statement of Cash Flows
I. Comparative Data
3. Deposits and Investments
4. Summary of Changes in Fixed Assets
5. Claims and Judgments Payable
6. Lease Purchase Agreement
7. Changes in Long—Term Liabilities
8. Obiigation of RiverCentre Authority for Debt Retirement
A. HRA Downtown and Seventh Place Tax Increment Revenue Bonds, Series 1993
B. HRA Sales Tax Revenue Advance Refunding Bonds, Series 1996
C. Priority Policy for the Distribution of Operating Revenue
D. Sa1es Tax Revenue Bonds, Series 1999A
9. Pension Plans
10. Risk Management
11. Retained Eamings
12. RiverCentre Expansion
13. Funding and Participation Agreement for RiverCentre Improvements
14. Management and Operation of the Parking Ramp
15. Contingent Liabilities
16. Subsequent Event
7
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 7. RIVERCENTRE AU7HORITY
The RiverCentre Authority of the City of Saint Paul is an agency of the City, created pursuant to
Minnesota Laws 1969, Chapter 1138, to manage and make regulations for the use of the
RiverCentre Complex. The Authority has nine members, seven of whom are public members
appointed by fhe Mayor of Saint Paul. Two members are designafed by the Mayor from the
members of the City Council. Annually, the Authority elects a chair and a vice-chair.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the RiverCentre Authority have been prepared in conformity with
generally accepted accounting principles (GAAP) as applied to govemment units. The
RiverCentre has adopted Govemmental Accounting Standards Board (GASB) Statement No.
20, Accounting and Financial Reportirtg for Proprietary Funds and Other Govemmental Entities
that use Proprietary Fund Accounting. The RiverCentre has elected to apply ail appiicable
GASB pronouncements as well as Financial Accounting Standards Board (FASB)
pronouncements and Accounting Principles Board (APB) Opinions, issued on or before
November 30, 1989 unless those pronouncements conflict with or contradict GASB
pronouncements. A summary of the more significant accounting policies foliows:
2.A. Financial Reporting Entity
The financial reporting for the RiverCentre Authority is made through the RiverCentre Operating
Fund. In conformance with the application of the criteria set foRh in GAAP, it has been
determined that the RiverCentre Authority is an enterprise fund of the City of Saint Paul
reporting entity, and is shown as part of the City's Comprehensive Annual Financial Report for
the fiscal years ended December 31, 1999 and 1998.
2.B. Enterprise Fund
The RiverCentre Operating Fund is an Enterprise Fund. Enterprise funds are used to account
for operations that are financed and operated in a manner similar to private business
enterprises — where the intent of the goveming body is that the costs of providing goods or
services to the generai pubfic on a continuing basis shoufcl' be financed orrecoverea primariiy
through user charges and the determination of net income is necessary or useful to sound
financial administration.
2.C. Basis of Accounting/Measurement Focus
The accrual basis of accounting is used for the RiverCentre Operating Fund. Revenues are
recognized when they are eamed, and expertses are recognized when they are incurred. The
flow of economic resources measurement focus is used for the RiverCentre Operating Fund.
With this measurement focus, all assets and alI liabilities associated with the operation are
included on the balance sheet.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 2. SUMMARY OF SIGWIFICANT ACCOUNTING POLICIES (continued)
2.D. Supply Inventory
Inventory of materials and supplies is stated at cost on the first-in, first-out basis.
2.E. Fixed Assets
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Any additions, alterations, and improvements to the buildings and structures and acquisitions of
equipment, machinery, and furniture purchased by the RiverCentre Operating Fund are
reported as fixed assets on the balance sheet at cost. Depreciation on these fixed assets is
charged as an expense over the following periods using the straight-line method.
Additions, alterations, improvements to the structures (Building Improvements) 20 years
� Equipment, machinery, furniture
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10 years
Accumulated depreciation is offset against the original cost of the fixed assets on the balance
sheet.
The original construction of the RiverCentre complex and subsequent capital improvements that
have been financed through City of Saint Paul sources other than the RiverCentre Operating
Fund are reported by the City as general fixed assets.
2.F. Compensated Absences
The compensated absences liability includes eamed but unpaid vacation and compensatory
time, vested sick leave, unvested sick leave expected to vest, and salary-related payments
(fringe benefits) associated with the payment of vacation and sick leave balances.
Employees earn vacation based on years of service and their bargaining unit. Vacation must
be used in the year it is earned, except for 15 days, which may be carried over to the following
year. Employees are paid 100°/a of their accumulated vacation pay when they terminate their
employment.
� Sick leave is earned at the rate of .0576 hours per hour up to a maximum of 15 days per year
and may be accumulated indefinitely. Terminated employees receive severance pay based
upon unused sick leave. Eligibility requirements and maximum allowable amounts vary,
depending upon an employee's bargaining unit.
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The accrued liability for compensated absences is reported in the financial statements since the
compensated absences are considered expenses when incurred.
Sick leave which is not expected to vest is not reported in the financial statements.
2.G. Employee Fringe Bene£ts
Fringe benefits include retirement plans, severance pay and retiree insurance, workers'
compensation, and employee insurance. Amounts for fringe benefits are paid to the City of
Saint Paul as reimbursement for the cost of fringe benefits. Fringe benefits are allocated to the
RiverCentre based upon a city-wide fringe benefit rate.
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RIVERCENTRE AUTHORITY OF THE CIN OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
2.H. Statement of Cash Flows
Cash equivaienfs are idenfified only for the purpose of the statement of cash flows reporting.
Cash equivalents are cash on hand and in bank and highly liquid investments having onginal
maturities (time span from date of purchase to the matunty date) of three months or less.
Included in the classification of cash equivalents are cash and short-term investments with City
treasurer and imprest funds.
2.1. Comparative Data
Several account balances were reclassified as of and for the year ended December 31, 1998,
as previously reported. These reclassifications, which did not require a restatement of retained
eamings, were required for comparability to the financial statements as of and for the year
ended December 31, 1999, and must be considered when comparing the financial statements
of this report with those of prior years.
Note 3. DEPOSITS AND INVESTMENTS
RiverCentre Authority cash balances are managed and maintained by the City of Saint Paul by
use of a general portfolio which is a poof of investments. Eamings from these pooled
investments are allocated monthly to the RiverCentre's Operating Fund based on average
weekly balances during the month. Minnesota Statutes Chapter 118A authorizes the City to
deposit its cash and to invest at financial institutions authorized by the City Council.
Minnesota statutes require that all City deposfts be covered by insurance, surety bond, or
collateral. The City invests available cash in various securities in accordance with the
requirement set forth in Minnesota Statutes.
In accordance with Govemmental Accounting Standards Board Statement No. 31, "Accounting
and Financial Reporting for Certain Investments and for Extemal Investment Pools,"
investments are reported at fair value in the balance sheet with recognition of the
corresponding changes in fair`4afue of invesfinenfs reported in the operafing siaiemeni in irte
year in which the change occurred. Accordingly, investments are stated at fair value based
upon quoted market prices at December 31, 1999 and 1998. Investments in nonparticipating
interest-eaming contracts, such as savings accounts and nonnegotiable certificates of deposit,
are reported at cost. Money market investments and participating interest-earning investment
contracts (negotiable certificates of deposit) are reported at amortized cost since these
investments had a remaining maturity of one year or less at the time of purchase. Money
market investments are short-term, highly liquid debt instruments including commercial paper,
bankers' acceptances, and U.S. Treasury and agency obligations.
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RIVERCENTRE AU7HORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 4. SUMMARY OF CHANGES IN FIXED ASSETS
A summary of the changes in fixed assets reported in the RiverCentre Operating Fund follows:
� vsi iss
Building improvements:
Depreciated Cost, January 1
Book Value of Retirement/Deletion of
Fixed Assets
Deduct Depreciation
Depreciated Cost, December 31
Equipment:
Depreciated Cost, January 1
Add Cost of Additions
Deduct Depreciation
Book Value of RetiremenUDeletion of
Fixed Assets
Depreciated Cost, December 31
Note 5. CLAIMS AND JUDGMENTS PAYABLE
$ 637,873
(52.7321
$ 585.141
$ 2,599,843
181,082
(338,929)
$ 2.441.996
�v3vss
$ 1,698,870
(1,008,265)
(52.732)
$ 637.873
$ 2,626,339
2,199,506
(271,429)
(1.954.573)
$ 2.599.843
Claim and judgment expenses/expenditures and liabilities are reported when it is probable that
a loss has occurred and the amount of the loss can be reasonably estimated. These liabilities
include an estimate of claims that have been incurred but not reported (IBNR).
The Minnesota State High School League (MSHSL) had existing contracts to lease the former
RiverCentre arena and adjacent facilities for the 1999 and 2000 state high school hockey,
basketball, wrestling, volieyball, gymnastics, and dance team tournaments. The arena was
razed in 1998 rendering the facility unusab{e for certa+n o4 the 1998 and 2000 tousnaments. As
a result of the relocation of these tournaments, the RiverCentre Authority and the City of Saint
Paul have agreed to compensate the MSHSL for certain damages and losses incurred as
follows:
Year
Pavable
2000
2001
2002
Totals
City of
Saint Paul
$ 35,000
35,000
35.000
$105.000
RiverCentre
Authoritv
$183,769
23,769
23.769
$ 231.307
Total
$218,769
58,769
58.769
$336.307
The claims and judgments liability for the RiverCentre Authority is recorded in the RiverCentre
Operating Fund with $183,769 reported as a current tiability and $47,538 reported as a long-
term liability. The liability for the City of Saint Paul is recorded in the City's Generai Long-Term
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 5. CLAIMS AND JUDGMENTS PAYABLE (continued)
Debt Account Group and will be paid from the City's Special Projects - General Government
Special Revenue Fund.
Note 6. LEASE PURCHASE AGREEMENT
Under the terms of a noncancellable lease purchase agreement, the RiverCentre Authority, as
lessee, received proceeds from Norwest Investment Services, Inc. to be used for the acquisition
of capital assets. The accounti�g treatment used for the liability under this lease purchase .
agreement is the same as that for capital leases.
A 15-year lease agreement was entered into on Juiy 30, 1998 to finance the acquisition of
RiverCentre exhibit F�afl/meeting room fumiture, bafiroom fumiture, a staging/riser package,
office fumiture and equipment, building operations equipment and audio/visual equipment.
Long-term capitai lease payables of $2,236,688 and $2,127,185 were recognized at
December 31, 1999 and 1998, respectively.
There were no costs or down payment for this lease for the year ended December 31, 1998.
Amortization of these assets is included with the depreciation expense reported in the
statement of revenues, expenses, and changes in retained eamings.
The following is a schedule by year of future minimum lease payments under this capital lease
agreement together with the present value of the net minimum lease payment as of
December 31, 1999:
Year Endinp December 31
2000
2001
2002
2003
2004
Thereafter
Tofat'minimum lease payments
Less amount representing interest
Present value of future lease payments
$ 231,457
231,457
231,457
231,457
231,457
2.083,113
�3,�4fi;3�8
(1.003J30)
$ 2.236,668
On the RiverCentre Operating Fund balance sheet, this liability is classfied as follows:
Current Liability
Long-Term Liability
Totals
12/31/99
$ 109,483
2.127.185
$2,236,668
12/31/98
$ 103,332
2.236.668
$2,340,000
12
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NO7ES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 6. LEASE PURCHASE AGREEMENT (continued)
A summary of changes in the capital lease balances are:
o� - r,5�
12/31/99 12/31/98
Baiance, January 1 $2,340,000 $ -
Proceeds Received - 2,340,000
Payments on Principal 1103.3321 -
Balance, December 31 $2.236.668 $2.340,000
Note 7. CHANGES IN LONG—TERM LIABILITIES
A summary of the changes in long—term 4iabilities reported in the RiverCentre Operating Fund
foilows:
Compensated Absences Payabie:
Balance, January 1
Net change
Balance, December 31
Claims and Judgments Payable:
Bafance, January 1
Net Change
Balance, December 31
Lease Purchase Payable:
Balance, January 1
Net Change
Balance, December 31
Advance from the City of Saint Paui:
Balance, January 1
Advances Received
Advances Repaid
Balance, December 31
12/31/99
$ 213,674
2� 3•891)
$ 189 783
$ -
47.538
$ 47.538
$2,236,668
(109.483)
$2.127.185
$1,525,000
$1,525.000
12/31/98
$ 158,157
55.517
$ 213.674
$ -
$ -
$ -
2.236.668
$2.236.668
$1,525,000
$1.525.000
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For fhe Fiscal Years Ended December 31, 1999 and 1998
Note 8. OBLIGATION OF RIVERCENTRE AUTHORITY FOR DEBT RETIREMENT
8.A. HRA Downtown and Seventh Place Tax Increment Revenue Bonds, Series 1993
In 1993, the Saint Paul Housing and Redevelopment Authority (HRA) issued its Downtown and
Seventh Place Tax Increment Revenue Bonds, Series 1993 in the amount of $58,090,000.
Under the terms of the Bond Indenture and corresponding Joint Pledge Agreement
RiverCentre Gross Revenues derived by the RiverCentre Authority from the operation of the
RiverCentre Facilities are piedged to secure payment of the RiverCentre contribution toward the
debt service on the Bonds. The amount of the RiverCentre Contribution is $660,000 per year
commencing in 1993 and continuing as long as the Bonds are outstanding which is scheduled
to be the year 2008. The RiverCentre made these scheduled payments for 1999 and 1998.
in the event RiverCentre Gross Revenues in any year are not sufficient to pay the full
River�erttre Corttribution in that year, the unpaid portion of the RiverCentre Contribution wil!
continue as an obligation of the RiverCentre Authority payable from the firsf RiverCentre Gross
Revenues received thereafter. There is to be no lien or encumbrance made senior to this
pledge on the RiverCentre Gross Revenues.
Tfie long-ferm debf on the HRA Downtown and Seventh Place Tax increment Revenue Bonds,
Series 1993 is reported by the Saint Paul Housing and Redevelopment Authority.
8.6. HRA Sales Tax Revenue Advance Refunding Bonds, Series 1996
In 1993, the Saint Paul Housing and Redevelopment Authority issued its Sales Tax Revenue
Bonds, Series 1993 in the amount of $65,000,000 which provided financing for the expansion
described in Note 12. In April 1996, the HRA issued $55,865,000 in Sales Tax Revenue
Advance Refunding Bonds, Series 1996 to advance refund the Sales Tax Revenue Bonds,
Series 1993. The 1996 advance refunding net bond proceeds of $58,093,104 were used by
the HRA to purchase U.S. Govemment Securities which were placed into an irrevocable trust
account with an escrow agent for the purpose of generating resources for all future debt service
payments of the refunded debt. Under the terms of the Bond Indenture and corresponding
Joint P�edge Agreemenf, RiverCentre AuthorityNeY�tevenuesare pieaged io ine paymen4 of
principaf and inferest on the Sales Tax Revenue Advance Refunding Bonds.
RiverCentre Authority gross revenues derived by the Authority from the operation of the
RiverCentre Facilities in any year are pledged and required to be used first to pay $660,000
each year through the year 2008 toward debt service on the HRA Downtown and Seventh
Place Tax Increment Revenue Bonds, Series 1993 (Note 8.A.). RiverCentre Authority gross
revenues remaining after the foregoing can be pledged and/or appropriated by the Authority for
RiverCentre purposes such as costs of operation and maintenance, repair and repiacement
costs, capital costs of new or expanded facil'dies, capitai costs of equipment, or principal a�d
interest o� indebtedness incurred for any of the foregoing.
Thereafter, any RiverCentre Authority net revenues, after subtracting the above items from
RiverCentre Authority gross revenues is to be made available to pay debt service on the HRA
Sales Tax Revenue Advance Refunding Bonds, Series 1996, for the following year. During
1999 and 1998, there were no RiverCentre Autfiority net revenues as defined in ffie Bond
Indenture and Joint Pledge Agreement that would become available for the 2000 and 1999
debt service on the Bonds.
14
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RIVERCENTRE AUTHORfTY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscai Years Ended December 31, 1999 and 1998
b/-1S�
Note 8. OBLIGATION OF RIVERCENTRE AUTHORITY FOR DEBT RETIREMENT (continued)
8.6. HRA Sales Tax Revenue Advance Refunding Bonds, Series 1996 (continued)
The long-term debt on the HRA Sales Tax Revenue Advance Refunding Bonds, Series 1996, is
reported by the Saint Paul Housing and Redevelopment Authority.
8.C. Priority Policy for the Distribution of Operating Revenue
RiverCentre Authority Resolution 2714, approved July 23, 1989, and last amended in 1993,
established the foilowing priority policy for the distribution of operating revenue:
First Priority RiverCentre annual contribution in the amount of $660,000 toward debt
service on the HRA Downtown and Seventh Place Tax increment
Revenue Bonds, Series 1993 which provided permanent financing for the
1983 SalelLeaseback and 1992 Repurchase of the f2iverCentre Complex.
� Second Priority
Third Priority
� Fourth Priority
�
Fifth Priority
�
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All costs of RiverCentre Facility operation and maintenance.
Maintenance of an adequate working cash balance in the RiverCentre
Operating Fund, which is estimated at a minimum of three months'
operating expenses.
Repayment of any advances from the City of Saint Paul.
Major repair/maintenance projects as approved by the RiverCentre
Authority.
Sixth Priority Maintenance of a reservation of retained earnings equai to the following
year's annual contribution toward debt service on the HRA Downtown and
Seventh Place Tax Increment Revenue Bonds, Series 1993, which is
$660,000.
Seventh Priority Maintenance of a reservation of retained eamings for RiverCentre
employees workers' compensation claims and contingencies in an
amount based upon recommendation from City Risk and Employee
Benefit Management Division.
Eighth Priority Maintenance of reservations of retained earnings for future parking ramp
repair and maintenance and for arena/auditorium repair and maintenance
in amounts deemed appropriate and authorized by the RiverCentre
Authority.
� Ninth Priority
� Tenth Priority
�
�
New capital projects as approved by the RiverCentre Authority and the
Saint Paui City Council, after review by the Capital Improvement Budget
Committee.
Maintenance of a reservation of retained earnings for future expansion,
additions or improvements to the RiverCentre facilities in an amount
deemed appropriate and authorized by the RiverCentre Authority.
is
o�-rs�
RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 8. OBLIGATION OF RIVERCENTRE AUTHORITY FOR DEBT RETIREMENT (continued)
8.C. Priority Policy for the Distribution of Operating Revenue (continued)
Eleventh Priority
Twelfth Priority
Maintenance of a reservation of retained eamings for planned promotions
in the amount of the RiverCentre's annual advertising budget.
Annual payment for debt service on the 1969 and 1970 City issued
general obligation bonds used for the original construction of the
RiverCentre in an amount up to one year of debt service.
Thirteenth Priority After consideration of items one through twelve above, any annual net
revenue as defined in the Sales Tax Revenue Bond Trust Indenture paid
to the Trustee by the following June 1 to be used for debt service on the
HRA Sales Tax Revenue Advance Refunding Bonds, Series 1996.
8.D. Sales Tau Revenue Bonds, Series 7999A
In March 1999 the City of Saint Paul issued its Taxable Sales Tax Revenue Bonds, Series
1999A in the amount of $72,570,000 to provide funds to pay a portion of the RiverCentre Arena
Project Casts.
Under the terms of the Indenfure of Trust dated February 1, 1999, between the City of Saint
Paul and Norwest Bank Minnesota, National Association (Trustee), funds are provided to
finance the Arena. A corresponding Joint Pledge Agreement dated February 1, 1999, was
executed between the Housing and Redevelopment Authority of the City of Saint Paul, the City
of Saint Paui, Norwesf Bank Minnesota, N. A., and RiverCentre Authority. The RiverCentre
Authority pledged the Arena Net Revenues to secure payment of the City's obligation of the
principal and interest on the Bonds. No revenues derived from any parking facilities owned or
operated by the RiverCentre Authority nor any other RiverCentre revenues other than Arena
Net Revenues are pledged to the payment of the Bonds.
During any period of time that the Arena Lease is in effect, the RiverCentre Authority agrees to
remif to fhe Trustee immediately upon receipt any`Arena Net hevenues received, subject io the
use of such Arena Net Revenues to pay the State Loan as provided in the State Loan
Agreement.
At any time that the Arena Lease is not in effect, the RiverCentre Authority agrees that on or
before June 1 of each year, commencing in 2001, the RiverCentre Authority shall remit to the
Trustee ail Arena tJet Revenues as of December 31 of the next preceding calendar year.
The long-term debt on the Sales Tax Revenue Bonds, Series 1999A, is reported by the City of
Saint Paul in its General Long-Term Debt Account Group.
Note 9. PENSION PLANS
The RiverCentre employees as City of Saint Paul employees are members of the Public
Empioyees Retirement Association (PERA) or a coordinated PERA—Social Security Plan. The
employer's share of these plans is paid by the RiverCentre Authority to the City of Saint Paul
as a portion of the reimbursement for the cost of employee fringe benefits (see Note 2.G.) and
is included in the financial statements as an operating expense.
16
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RIVERCENTRE AUTHORI7Y OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 9. PENSION PLANS (continued)
The tofal employer's share for the years ended December 31, 1999 and 1998 was $235,929
and $247,972 respectively. The total employee's share was $225,382 and $237,361,
respectively. Information on the City Employee Pension Plan is contained in the City's
Comprehensive Annual Financial Report for the Fiscal Year Ended December 31, 1999.
Note 10. RISK MANAGEMENT
The RiverCentre is exposed to various risks of loss related to torts; theft of, damage to, or
destruction of assets; errors or omissions; or natural disasters. The City of Saint Paul
administers the RiverCentre's risk management activities. The City is self-insured for general
liability on its property, including the RiverCentre complex. The City accounts for and finances
risk management activities in its General Fund. Claim expenditures and liabilities are reported
when it is probable that a loss has occurred and the amount of that loss can be reasonably
estimated. These losses include an estimate of claims that have been incurred but not
reported. Claim expenditures relating to tort liabilities are paid from the City's General Fund.
Workers' compensation cfaim expenditures are recorded in the City's General Fund and are
allocated to other City funds, including the RiverCentre Operating Fund, based upon a fringe
benefit rate applied to each fund's actual salaries. The liability for claims and judgments, with
the exception of the amount described in Note 5. that the RiverCentre Authority has agreed to
compensate the Minnesota State High School League for certain damages and losses, is
reported in the City's Generai Long-Term Debt Account Group because it is not expected to be
4iquidated with expendabie availabte financial resources.
The City of Saint Paul self-insures its liability for unemployment compensation benefits. City
funds, including the RiverCentre Operating Fund, are directly charged for actual costs incurred.
The RiverCentre has purchased blanket real and personal property and business interruption
insurance coverage of $106,746,794 with a deductible of $25,000 and $100,000 annual
aggregate. Insured losses between $2,500 and $25,000 will erode the $100,000 aggregate.
Once the aggregate has been eroded, on the next succeeding claim, the deductible will drop
from $25,000 to $2,500. There were no significant reductions in insurance from the previous
year or settlements in excess of insurance coverage for any of the past three fiscal years.
The City of Saint Paul purchases coverage for empioyee health and life insurance benefits.
These benefit plans are fully insured. The contributions required by employees to the health
and life insurance programs are dependent upon an employee's bargaining unit. There were
no significant reductions in insurance from the previous year or settlements in excess of
insurance coverage for any of the past three fiscai years.
A complete audit and actuarial analysis is conducted by the City's Risk and Employee Benefit
Management Division to insure proper premium, retention, and administrative charges. Tort
liability, workers' compensation, and unemployment compensation programs are administered
by the City with professional claim managers and attomeys.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 11. RETAINED EARNINGS
The Retained Eamings has been reserved for the following purposes:
Reserve
Working Cash Balance
HRA Downtown and
Seventh Place Tax
Increment Revenue
Bonds, Series 1993
Basis
3 months' operating expenses
9999 1998
$135,438
Annual payment toward HRA
debt service from RiverCentre
gross revenues (See Note 8.A.j
Note 12. RIVERCENTRE EXPANSION
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In 1993, the Saint Paul Housing and Redeveiopment Authority (HRA) issued Sales Tax
Revenue Bonds in the amount of $65,000,000 to provide funds for the expansion and
improvement of the RiverCentre. These bonds were refunded, by the HRA, in '1996. The
expansion includes an exhibition hall, banquet facilities, meeting rooms, a truck service dock,
and skyway. The Sales Tax Revenue Advance Refunding Bonds are secured by a one-half of
one percent {0.5%) City sales tax, RiverCentre net revenues, and monies held in accounts by a
Trustee of the HRA as defined in the Bond Indenture and Joint Pledge Agreement. (See Note
8.B. for obiigations of the RiverCentre Authority relative to the 1996 HRA Sales Tax Revenue
Advance Refunding Bonds.)
In 1998, the City began construction of the new multipurpose RiverCentre Arena which will
house a National Hockey League Expansion team. The City will receive an interest free loan
from the State of Minnesota in the amount of $65,000,000 for the construction of this arena.
Payments on this loan, which will be $48,000,000 due to the forgiveness of $17,000,000 by the
State, will begin in the year 2003 and be paid through the year 2020. A portion of the payments
by the hockey team will be used to repay the loan. The city will record the proceeds and liabifity
of the loan as it is expended by the State. As of December 31, 1999, the outstanding balance
of the RiverCentre Arena Note is $48,000,000 in the City's General Long-Term Debt Account
�roup.
Note 13. FUNDING AND PARTICIPATION AGREEMENT FOR RIVERCENTRE
IMPROVEMENTS
In March 1993, the RiverCentre Authority entered into an agreement with the Saint Paul
Housing and Redevelopment Authority (HRA) whereby the HRA provided a grant of $475,000
to the RiverCentre Operating Fund for capital improvements to the RiverCentre facilities. This
grant was made to compensate the RiverCentre for a parking incentive commitment given to
the Green Tree Financial Corporation, which has its headquarters in downtown Saint Paul.
Under the parking incentive commitment, the RiverCentre agreed to provide up to 300 parking
spaces, on a monthly contract basis, to Green Tree employees, for which the firsf 26 months of
the eight-year commitment would be provided at no cost, and for which the remaining five years
and ten months, commencing May 1995, would be provided at 50% of market rates.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscai Years Ended December 31, 1999 and 1998
Note 13. FUNDING AND PARTICIPATION AGREEMENT FOR RIVERCENTRE
IMPROVEMENTS (continued)
The $475,000 grant was reported as a capftai contribution in 1993. The monthiy contract rate
for unlimited parking was $65 for the first five months of 1996. From June 1, 1996 through
September 30, 1997 this rate was $69 per month. On October'I, 1997, the rate rose to $80
per month. Three hundred parking spaces could have generated parking revenue of $144,000
for 1999 and $144,000 for '1998.
Note 14. MANAGEMENT AND OPERATION OF THE PARKING RAMP
The RiverCentre Authority has entered into an agreement with APCOA, Inc. for the
management and operation of the RiverCentre parking ramp. The agreement stipulates that
APCOA, Inc. is to remit monthly parking gross receipts less operating expenses and costs and
less a management fee, all as defined in the agreement.
Note 15. CONTINGENT LIABILITIES
In connection with the normal conduct of its affairs, the RiverCentre Authority is involved in
various claims, litigation, and judgments. !t is expected thaY the final settlement of these
matters will not materially affect the financial statements of the RiverCentre Authority.
Note 16. SUBSEQUENT EVENT
� In May 2000, the Saint Paul Housing and Redevelopment Authority (HRA) issued Parking
Facility Lease Revenue Bonds in the amount of $7,240,000 to finance improvements to the
RiverCentre parking ramp. Annual debt service on the bonds will be financed by leasing the
improvements to the City of Saint Paui.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DETAIL
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999 1998
Actual Actual
OPERATING REVENUES - BUlLDING COMPLIX
Building Rentals
Multi-Purpose Arena
Wilkins Auditorium, Banquet Rooms
E�chibition Hall
Executive Meeting Rooms
Wilkins Exhibition Hall
Wilkins Bailroom
Grand 8allroom
Rental Offices
Total Building Rentals
181,673
399,862
122,673
62,835
19,100
218,625
116,688
1,121,456
167,108
140,949
492,725
84,675
45,001
17,825
129,738
48,044
1,126,068
Equipment Rentals
Tabtes, Chairs
Forklift Truck
Portable Stage Platforms
Public Address
Spotlights, Lekos, etc.
Piano
Sound Equipment
Easel/Stanchion
Podium/Lectem
Drapes
Barricades
AN Equipment
Miscellaneous Other Equipment
Total Equipment Rentals
� Building and Event Services
Attendants, Red Cross Personnel
Electricians, Engineers
Maintenance Labor
� EvenUStage Labor
Ticket Sellers
Ushers
Security
� Police
Fire Inspedor
OtherLabor
� Telephone, Contrect
E{ectric Hookups
Utilities
Rubbish Removal Fee
� Insurance
Box Office
Vacuuming
Damages
� Other Services
Total Building and Event Services
�
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Commissions
Exhibition Booths
Telephones, Pay
Television Rights
Advertising, Signage, Sponsorships
44,605
2,975
17,685
42,500
5,955
6,335
17,323
4,715
11,725
847
1,725
17,541
16,119
190,050
24,971
34,235
125.886
399,363
33,354
34,286
64,573
17,951
4,125
3,305
26,534
i40,180
4,885
18,081
1,940
70.954
11.349
26,783
11,530
1,057,285
105,244
19,836
38,146
29,671
2,250
18,195
36,650
7,180
6,725
17,305
3,205
10,905
7.804
9,855
149,745
29,423
38,417
107,693
427,693
65,931
119,474
85,087
16,375
5,745
2,667
48,730
175,975
6,003
20,850
325
39,749
8,518
9,818
1,211,473
90,000
7,712
2,500
71,260
o�-�s�
Schedule 1
Increase
jDecrease�
(767,'108)
40,724
(92,866)
37,998
17,834
1,275
88,887
68,644
4,L612)
14,934
725
(510)
5,850
(1,225)
(390)
18
1,510
820
847
1,725
9,737
6,264
40,305
(4,452)
(4,182)
21,193
(28,330}
(32,577)
(85,188)
(20,514)
1,576
(1,620)
638
(22,196)
(38,795)
(1.118)
(2.769)
1,615
31,205
2,831
26,783
1,712
(154,188)
15,244
12,124
�z,soo�
(33,1'14)
� 21 continued
Of �
RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DEfAIL
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999 1998
Actual Actuai
Operating Revenues/Commissions (continued)
Ticket Service
Facility Charge
Sponsorships
Profit Share
!n-Kind
Other Commission Fees
Total Commissions
25,837
79,817
278,500
58,656
140,000
(13,833)
732,203
25,958
302,573
43,500
40,164
2,771
586,438
Concessions
Commissary
Catering
Programs, Novelties
CoatCheck
Vending
Subcontract Foods
OtherConcessions
Total Concessions
Total Building Complex Operating Revenues
OPER.4TING REVENUES - PARKING FACILITIES
Parking Ramp Revenue
Hourly Parkers
Monthly Parkers
Event Parkers
Total Parking Ramp Revenue
Parking Lot Revenue
Seventh Street Lot
PSI Lots
7otai Parking Lot Revenue
Total Parking Facilities Operating Revenues
TOTAL OPERATlNG REVENUES
OPERATING IXPENSES - BUILDING COMPLIX
Generai Operating Expenses
Salaries, -
Employee Fringe Benefrts
Audit Fees
Contracted Accoun6ng Services
PostagelCouriers/�reigh[
Telephone, Local
Telephone, Long Distance
Catering
Cellular Phones
Auto Allowance
Printing and Duplicating
Advertising, VS. Local Meals
Printing - Marketing
Transportation - Travel
Lodging, Meals
Registration Fees
Dues and Memberships
Insurance, All Risk
Insurance, Employee Surefy Bond
253,696
273,176
50,279
1,670
8,616
24,340
225
612,002
3,712,996
96,633
1.'129.592
889,573
2.115.798
2,'115,798
5,828,794
143,601
43,857
8,335
38,515
s,sas
27,698
5,473
976
144
4,242
3,347
339
1.964
2,028
2,065
2,657
46,508
�
1,060,600
44,068
65,700
36,733
10,862
1,217,963
4,291,687
94,730
1,043,720
80&,930
1,945,380
75,4'16
77,820
153,236
2,098,616
6,390,303
207,4'18
57,62i
7,115
15,307
a,ssa
31,782
6,079
836
1,425
202
833
4,984
6,683
3,605
4,730
2,181
3,099
41,629
404
Schedule 1
Increase
�Decreas�
(121)
(222,756)
235,000
18,492
140,000
(16,604)
145,765
(806,904)
229,108
(15,421)
1,670
8,616
(12,393)
(i0,63�
(605,961)
(578,691)
1,903
85,872
52,643
170,418
(75,416)
(77.820)
(153,236)
17,182
(569,509)
(63,81 n
�'r3.7'i'vj
1,220
23,208
2,982
(4,084)
(606)
(836)
(449)
{58)
3,409
(1,63�
(6,�)
(1.641)
(2,702)
(116)
�442)
4.879
(404)
continued
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DETAIL
FOR THE FISCAL YEARS ENDED DECEMBER 3I, 1999 AND '1998
(Amounts in doilars) 1998 1898
Actyal Actua�
Generel Operating Expenses (continued)
Office Equipment Maintenance Contracts
Office Equipment Repair
Equipment Rental
Office Supplies
Newspapers and Periodicais - 6cecutive
Central Service Cost Allocation
Street Maintenance Assessment (PV�
Stortn SewerAssessment(PV�
Town Square Assessment (CS)
Public lmprovement Assessment
Miscellaneous Expense
Depreciation of Building Improvements
Depreciation of Equipment
Bad Debt Expense
Charge Card Fees
Ticketmaste� Fees
Total General Operating Expenses
3,456
368
4,309
15,258
297
'156,783
25,090
153,905
52,732
329,071
(7,710)
26,931
5,597
7,104,712
6,708
478
13,752
11,594
1,414
124,245
6,274
8,280
2,311
2,5'15
332,529
52,732
264,214
19,730
17,416
11,725
7,276,514
Finance Expenses
Salaries
Employee Fringe Benefits
Contracted Accounting Fee-City Financial Se[vices
Gonsultants/Contracted Services
Miscellaneous Expense
Total Finance Expenses
Box Office Expenses
Salaries
Employee Fringe Benefits
Professional/Contracted Services
Tetephone - Local
Cellular Phones
Auto Allowance
Printing
Advertising
Transportation
Regisiraiion �ees
Lodging, Meals
Dues and Memberships
Office Equipment Maintenance Contracts
Office Equipment Repair
Check Verify Services
A�rnored Car Service
Office Supplies
Miscellaneous 6cpense
Total Box Office Expenses
Building Power Expenses
Salaries
Employee Fringe Benefits
Sewer Charges
Eledricity
Gas
Water
105,545
28,927
16,357
4,244
155,U73
8'1,356
19,969
3,955
2,217
542
833
50
403
530
920
195
569
59
5,828
2,403
4,939
1,529
126,297
267,025
91,427
19,177
427,700
13,382
10,306
84,204
24,291
17,908
14,939
508
14'1,850
97,803
24,801
9,550
209
1,033
3�0
56
495
734
180
�,164
35
2,642
2,239
2,388
6,943
150,572
294,293
1'14,784
24,156
556,846
6,404
15,052
�i-�.sFr
Schedule 1
Increase
�Decrease�
(3,252)
(110)
(9.443)
3,694
(1,1'I�
32,538
18,816
(8,280)
(2�3�'I)
(2,515)
(178.624)
64,857
(27,440)
9,515
(6,128)
(171,802)
21,341
4,636
(1,551)
(10,695)
(508)
13,223
(16,447)
(4,832)
(5,595)
2,217
333
(200)
(300)
50
347
35
186
15
(595)
24
3,186
164
2,551
5,41A
(7A,275)
(27,268)
(23,357)
(4,979)
(129.146)
6,978
(4,746)
23 continued
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(�j-158�
RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DETAIL
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999 1998
Actual Actuat
Building Power Expenses (continued)
District Cooling 429,9'11 266,887
District HeaSng 213,120 208,153
Total Building Power F�cpenses 7,472,048 1,486,575
Building Maintenance Expenses
Salaries
Employee Fringe Benefits
Contracted Electncians
Other Contracted Maintenance
Ushers
Security Services
Police
Fire Inspector
ConVaded Cleaning Services
Red Cross Personnel
Celiular Telephone
Catering
Contrac[ed Communications
Building Repair
Grounds Maintenance
Self-Propelled Vehicie Repair
Equipment Maintenance and Repair
Elevator, Escalator Maintenance and Repair
Refuse Service
Pest Control
Plumbing Supplies
ElecVic Supplies
Paint Supplies
Janitor Supplies
Other Maintenance Supplies
Other Maintenance Services
Motor VehiGe Fuei, Oil, Parts
Safety Supplies, Small Tools
Stage Tech Supplies
Snow Removal Supplies
Total Building Maintenance 6cpenses
566,761
166,229
4,168
4,307
30,550
66,875
15,051
5,472
13,671
22,008
723
2,895
15,698
1,075
6
12,674
54.259
13,102
1,789
9.829
16,291
1,661
24,861
5,277
1,833
819
171
7,420
178
1,068,593
585,731
162,485
21,301
34,633
120,309
124,639
16,720
5,310
35,285
27,920
1,289
6,436
20,808
2,970
2,450
14,580
14,707
20,293
581
2,694
19,216
7,039
28,9Q1
36,013
6,055
673
36
5,666
502
1,325,242
Event Managers
Salaries
Employee Fringe Benefits
Totai Event Managers Eupenses
Security Managers
Saiaries
Employee Fringe Benefits
Total Security Managers Expenses
173,838
54,635
228,473
140,089
22.724
162,813
167,483
52,260
219,743
37,238
11,256
48,494
Event Services
Salaries 371,919 406,063
Employee Fringe Beriefiis 71,502 60,468
Total Event Services F�cpenses 443,421 466,537
24
Schedule 1
Increase
�Dec�asej
'163,024
4,967
(14,527)
(18,970)
3,744
(17,133)
(30,326)
(89,759)
(57.764)
1,331
162
(21,614)
(5,9i2)
723
('1,289)
(3,541)
(5,110)
('1,895)
(2,444)
('1.906)
39,552
(7,191)
1,208
7,135
(2,925)
(5,378}
(4,040)
(30,796)
�
146
135
1,754
(324)
(256,649)
6,355
2,375
8,730
102,851
11,468
114,319
(��1�)
11,034
(23,110)
continued
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAU�, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DETAIL
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999 '1998
Actual Actual
Marketing Expenses
Salaries
Emplbyee Fringe Benefits
ProfessionaUCoMraded Services (Join} Plan)
Joint Plan
Postage, Freight
Grand Opening
Catering
Ceilular Phones
Auto Aliowance
In-Kind Expenses
Marketing Printing
Touchstone Energy
Speciat Press Events
Marketing Advertising-Local
Marketing Advertising-National
Photography
Sponsor Signage
Community Spending
Trensportation
Lodging, Meals
Registration Fees
Dues and Memberships
Staff Apparel
Office Supplies
NewspaQers and Periodicals
Marketing Miscellaneous
Total Marketing Expenses
Total Buiiding Complex Operating Expenses
'128,596
36,573
54,538
49,088
108
187
� ,336
40,000
14,505
108,459
364
22,117
831
1,024
3,771
1,702
1,735
2,777
2,101
1,110
901
82
266
2,733
474,904
5,236,334
120,904
34.614
146,07D
9,495
23,037
3�,907
14A
'1,366
10,260
soo
1,002
7,762
57,099
2.289
2,473
1,7D3
1,990
210
195
39,108
492,728
5,607,649
OPERATING IXPENSES - PARIONG FACi�1T/ES
Parking Management Opereting Contrect:
Salaries and Fringe Benefits
Bookkeeping Fees
Ramp-Refunds
Collected by Owner
Management Fees
Insurance (Liability)
Subtotal Parking Management Operating Contract
Parking Facilities Expenses
Uniforms & Laundry
Postage
Telephone
Ramp-Security
Computerized A/R
Financial Services
Cash Difference
Reimbursed F�cpenses
Auto Damage Claims
Printing, Supplies
Advertising
Office Supplies
Paint Supplies
Janitor Supplies
330,909
4,200
11.792
26,470
28,087
401,458
101
646
6,394
9,403
7,326
3,309
(�)
1,262
2,767
1,032
3,210
173
1.196
274,439
4,200
16,941
16,225
25,284
30,246
367,338
119
758
4,959
20,218
10,677
3,347
271
(110)
4,513
2,100
4,520
3,451
3,483
2,558
o�- is�
Scheduie 1
Increase
[De_crease�
7,692
1,959
(91,532)
49,088
(9,495)
(23,03�
(31,799)
43
(30)
40,000
4,245
� o�,sss
(638)
14,355
(56,268)
1,024
3,771
1,702
(554)
304
398
(880)
901
(128)
71
(36,375)
(17,224)
371,3�
56,470
(5,149)
(16,228)
1,186
(2,159)
34,120
��$)
(112)
1,435
(10,815)
(3,351)
(38)
(335)
11D
(3,251)
667
(3,488)
(241)
(3,310)
(1,362)
25 continued
,
pi-}s�
RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DETAIL
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999 1998
Actual Actual
Parking Facilities Expenses (continued)
Miscellaneous Maintenance Supplies
Fuel
EVectnc Power
Grounds Maintenance
Rubbish Removal
Equipment Repair, Parts, Rentals
Gas/Electric Heat
WatedSewer
Snow Removal, Supplies
Eledricaf Suppfies
Elevator Maintenance
Equipment Parts, Rental
Depreciation Expense
Building Repair, Maintenance
Maintenance and Repair, Structural
Miscellaneous Administration (Other) 6cpense
Total Parking Facilities Operating F�cpenses
2,349
582
63,913
658
1,912
'16,390
11,833
700
13,898
258
13,223
(208)
9,858
305,'102
3,'141
881,822
6,118,156
(289,362)
150,738
(135,953)
55,569
(128,125)
(57,771)
(347,133)
(660,000)
(b"bU�Uf/Uj
(1.007.133)
181,082
181.082
3,960
529
76,315
1,'170
2,309
17,595
11,201
728
12,033
1,056
33,514
35,258
7,214
6,143
342.440
22,055
1,U01,722
TOTAL OPER.4T/NG IXPENSES
OPERATIN6INCOME (LOSSJ
NON-OPERATING REVENUES (EXPENSES)
Interest on Investments
Increase (Decrease) in Fair Value of Investments
Hotel/Motel Ta�c
Miscellaneous Revenue
Gain (Loss) on Retirement of Equipment
Interest Expense - Capital Lease
Total Non-Operating Revenues (F�cpenses)
INCOME (LOSS) BEFORE OPER.4TlN6 TRANSFERS
OPERATING TRANSFERS IN (OUn
To City of Saint Paul General Debt Service Fund
To Saint Paul HRA General Debt Service Fund
Total Operating Transfers In (Out)
NET INCOME (LOSS)
CAPITAL ITEMS
Equipment
Total Capital Items
�
6,609,371
(2'19,06�
238,768
23,749
59,318
9,062
(2.962,838)
(2 632,54�
(2,851,609)
(28,000)
(660,000)
j'oab;�6uj
(3 539.609)
2,199,505
2.199.505
Schedule 1
Increase
(Decrease.�
(1.611)
53
(12,402)
(512)
(39�
(1,205)
632
�2$)
1,865
(798)
(20,291)
(35,466)
2,644
(6.143)
(37,338)
(18,914)
(119,900J
(491,215)
(70 294)
(88,030)
(159,102)
(3,749)
(9,062)
2,962,838
(128,125)
2,574,770
2,504,476
28,000
2S,
2 532 476
(2,01$,423)
(2 018.4231
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_ _.�;_-
GERRY STRATHMAN
Dircttor
Mazch 12, 2001
CITY OF SAINT PAUL
COUNCIL INVESTIGATION AND RESEARCH CENTER
Mayor Norm Coleman
Suite 390
City Hall
St. Paut, MN 55102
Deaz Mayor Coleman:
�` �
The City Councit at its February 28 Organizationat Committee meeting decided to hold a policy
session on Mazch 21 regazding the Administration's efforts to develop a proposal to consirucY a
stadium in Saint Paul for the Minnesota Twins. For this sessiott, the Council has the following
quesrions that it would like a representative from the Administration to address. It is my
expectation that the policy session wi12 consist primarily of tiie Administration's response to these
questions.
I)
2)
Is the Adtninistration working on any proposals for building a baseball stadium for
the Minnesota Twins in Saint Paul? If yes, ptease describe these proposals.
VJhat aze the financing options being considered for the conshuction of a Twins
stadium?
3) Do any of these proposals include the possibility of issuing stock for public
ownership of the Minnesota Twins? Do any of the proposals involve a role for the
City of Saint Paul in the ownership of the Twins?
4) Is any City employee working on any proposals for bailding a baseball stadium for
the Minnesota Twins in Saint Paut? If yes, who is involved and what is the nature
and extent of this involvement?
5) Is the RiverCenlre Authority or any of its employees working on any proposals for
buiiding a baseball stadium for the Minnesota Twins in Saint Paul? If yes, who is
involved and what is the nature and e�rtent of this involvement?
6) Is any former City employee working on a proposal to develop a plan for buiiding
a baseball stadium in Saint Paul? If yes, who is involved and what is the nature
and ea-tent of this involvement?
7) If a former City employees are working on proposals to develop a plan for
CITY HALL SUITE 310 SAINT PAUL, MINNESOTA 55102-I615 651/266-8560
.�.
Pnmed on Rtcyckd Paper
C�l-!S$'
constructing a baseball stadium in Saint Paui, does the Adiuinistration pian to hire
or contract with these former empioyees to act as consuttants to the City on ttris
issue?
8) Has the City Attomey or anyone on the City Attomey's staff been consulted or
provided legal advice regarding pmposals to consimct a basebail stadium for the
Twins?
9) Is any outside consultant (legal, financial, sport facility, lobbyist) working on
behalf of the city to develop a plan for building a baseball stadium in Saint Paul or
to provide legal advice on tius issue? If yes, who is involved and what is the
nature and e�ent of tSris involvement?
10) Have any of the City's lobbyists consulted with the City's legislative delegation
regarding proposals to conshuct a Twins baseball stadium in Saint PauI? Have any
of the City's Iobbyists consulted with ot6er state Iegislators regarding proposals
for a baseball sYadium to be conshucted in Saint Paul?
11) Has anyone on behalf of the Ciry discussed a proposal to build a Twins baseball
stadium with employees or representafives of anofher unit of government, such as
the City of MinneapoIis, Ramsey County, Minnesota Department of Finance, etc.?
22) Has anyone discussed, on behaif of the City, a proposai to build a Twins baseball
stadiwn with employees, representatives or owners of the Minnesota Twins? If
yes, who has been involved and what has been the nature and eactent of this
involvement?
12) What is the time line for these pmposals? Is there an expectation that the City
Council will need to take action this yeaz on any proposal? If yes, when can the
City Council e�spect a proposal from the Administration?
13) If City action is required, wi11 the Administration seek a Citywide vote on a
stadium proposal? What other opportunities does the Administration foresee for
public participation?
By asking these questioas, the City Council dces not wish to imply that they are opposed ta the
construction of a Twins baseball stadium in Saint Paul. Rather, the Couucil would like the
opportunity to uaderstaud the options under consideration and have the chance to contribute to
the framework within wluch these proposals can be developed and considered. If you have any
concerns or questions about the policy session, please contact me (6-8575).
S' re , `—�/��
erry�an, D'uector
bl- fS�'
cc: counoilmembers
Susan Kimberly, Deputy Mayor
Peter Hames, D'uector, Office of Financial Services
Clayton Robinson, City Attorney
Dick Zehring, Chairman, RiverCentre Authority
Council File # � � 1
OR�GINAL
Presented By
Green Sheet # �(p4$ G
31
o\
C/ U ' \ �„�*' ' "� \
Referred To _��„ J��� Committee: Date
ti.��
2 WHEREAS, in C.F. 01-1, adopted January 3, 2001 and approved uary 12, 2001, the
3 Council of the City of Saint Paul (hereinafter the "Council") denied an� peal by the Summit
4 Avenue Residential Preservation Association concerning the demolitj n of a non-designated
5 structure located within the Historic Hill Preservation Distdct; and'
6 �
7 WHEREAS, the Council further noted in C.F. Ol-1, that�°� ere may exist within
8 designated preservation districts significant numbers of non- `signated structures which could be
9 demolished because they lacked individual historical merit � t, if considered as a group,
10 contributed to the heritage preservation district and that
11 Preservarion Commission to study and report back to tt;
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
dealing with demolition permit applications for
historical preservation districts; and
A Council called far the Heritage
Council a recommended policy for
;nated structures within designated
WHEREAS, Minn. Rule 4410.4500 pro,' des governmental units with the authority to
order preparation of Environmental Assessme Worksheets (EAV� for projects which are not
exempted from EAW requirements under . Rule 4410.4600; and
WHEREAS, although Minn. Ru " 4410.4600, Supt. 21(e) exempts demolition of
individual non-historic buildings and s ctures from the EAW process, it appears that the
demolition of more than one non-his ` ric building and structure as a part of a development
project located within a heritage pr ` ervation district may not be exempt or may be a connected
or phased action under Minn. Ru 4410.020Q Subps. 9(b) and 60 which may have tl�e potential
for significant environmental e� ects and necessitate the preparation of a discretionary EAW; and
WHEREAS, the de olition of more than one non-historic building and structure as a part
of a development project cated within a heritage preservation district may also be contrary to
the declaration of publi olicy and purpose with respect to heritage preservation as set forth in
Legislative Code 73A (1-5): NOW, THEREFORE
BE IT RE LVED that the Heritage Preservation Commission, in con}unction with the
department ofpl �ng, study and report back to the Mayor and Council a recommended policy
for dealing wi demolifion permit applications for non-designated shuctures within designated
historicai pr ervation districts; and
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
i
2
3
4
5
6
7
8
9
10
BE IT FINALLY RESOLVED, that the Heritage Preservation Commission study should
be undertaken, completed and reported no later than sixty days from the adoption of this
resolution.
�
/ ��
��
, � ��
� ��\
�\
� � t
Requested by Department of:
By:
Fomi Approved by City AttOmey
B .-f.ifr� �Uwwt-- 2— t Y— c� /
Adopted by
Adoption C�
By: _
Approved
By: _
Date
by Council Secretary
Mayor: Date
Approved by Mayor for Submission to Council
By:
o�.158.
o�_ �s$
co,mcilmemUer senanav
ovz��o�
GREEN SHEET
N�i 06086
Councilmember Benanav 2668640
AUST BE IXJ COUNqL AGHJQl1
O?J21/Ol: Consent
TOTAL # OF SIGNATUI2E PAGES
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❑ MVOR�ItAiCffN111 ❑
(CLIP ALL LOCATtONS FOR SIGNATURE)
Council approvat of resolution asking Historic Preservation Commission to undertake a study for the ptupose of developing a policy for EAWBIS
assessment of demolirion permit requests involving non-hisotrical struct�ues located in designated his[oric districts.
a
PLANNING CAMMISSION
CIB COMMITTEE
CIVIL SERVICE COMMISSION
IIy-19�;i�P19d
SOURCE
0.50NA� SERViCE.CONiRqGfS MUST ANSWER TNE FOLLOWfNG QUES7ION5:
F�HB tl116 PBB�� EVBf NOIkEd u11dM 8 C011h84t fOf UIB depafd11211Y1
YE$ NO
Fins M�s oe�soNfirm ever beon a ciy' empbyee9
Y6 NO
Does Mis peiconlfiim Vaee� e sldl not normellypo�essed M anY WtreM city emObY�?
YES Nf)
Is this OH���m a tarpMM verMOr!
Y6 NO
dain all ves arrev/e�a an seoHrate aheet and aGac� to➢raen aheet
COET/REYENUE BUD6ETED (GRCLE ONE)
ACTIVRY NUMBEA
YEE NO
INFORMAiION (IXPWt�
o l-1 5 g
Mazch 21, 2001, City Council Agenda
Page 6
36. Second Reading - O1-249 - An ordinance amending Ordinance No. 13537
approved January 31, 1967, by deleting the roadway of Maria Avenue - Seventh
Street to Hudson Road from the truck route ordinance.
37. First Reading - O1-277 - An ordinance creating a new Chapter 156 and amending
Chapter 18 of the Saint Paui Legislative Code to authorize the designation of
pedestrian safety crossings and authorizing the Legislative Hearing Officer to hear
appeals of decisions related to pedestrian safety crossings.
38. First Reading - O1-278 - An ordinance adopting food protection standards wluch
will pennit the City to enter into compliance with the requirements of the
Minnesota Departments of Health and Agriculture and allow to enter into
delegation agreements with each agency. (Companion to
39. First Reading - O1-279 - An ordinance repealing Chapter 331 of the Saint Paul
Legisiative Code relating to food protection. (Companion to
40. First Reading - O1-280 - An ordinance placing the position titled General Manager
- Saint Paul Regional Water Services in the unclassified service pursuant to
Section 12.03.2(I� of the City Charter.
41. POLICY SESSION
A. Discussion of the RiverCentre's proposed "mission for the future."
B. Discussion of the Administration's efforts to develop a proposal to
construct a stadium in Saint Paul for the Minnesota Twins.
**********************s***ss*******s********
Council Meetiag Information
webane
For an updated copy ofour City Council Meering agendas or minutes, please visit our website at
www. ci. smaul. mn. us/council.
Cab[e
City Council Meetings are cablecarted live on Channe118 and repeated on Thursdays at 7:00 p.m., Saturdays at
12:30 p.m., and Sundays at 1: 00 p.m. (Subject to change). Also, the City Council Agendas are cablecasted during
the following times: Saturdays at 8:00 a.m., Sundays at 6:30 p.m., Mondays at 8:00 a.m. 1:30 p.m., 5:30 p.m.;
Tuesdays at 8:00 a.m., 5:30 p.m.; and Wednesdays at 8:00 a.m., 1:30 p.m. (Housing and Redevelopment Authority),
3:OOp.m.
****************************s****************
March 21, 2001, City Council Agenda
Page 5
30. Preliminary Order - O1-276 - In the matter of acquiring portions of Lots 4 through
9, Block 41, Lot 1, Block 46 and Lots 1 through 4 for property located in Rice &
Irvine's Addirion for the irnprovement of the Science Museum of MinnesoYa, and
setting date of public hearing for Apri14, 2001. (File #18943E)
FOR DISCUSSION
31. Resolution - O1-158 - Requesting the Historic Preservation Commission to
undertake a study for the purpose of developing a policy for EAW/EIS assessment
of demolition pernut requests involving non-historical structures located in
designated historic districts. (Laid over from February 21)
32. Resolution - O1-235 - Approving the appointments of Peter Eigenfeld, David
Glass, Jim Lonetti, Mike Skiltrud and the reappointments of Isaac Contreras and
John Bazry Margot, by Mayor Coleman, to the Saint Paul Long-Range Capital
Improvement Budget Committee (CIB). (Laid over from March 14)
ORDINANCES
NOTE: AN ORDINANCE ISA CITYLAW ENACTED BYTHE CITYCOUNCIL. Tf IS READ AT FOUR
SEPARATE COUNCIL MEETINGSAND BECOMES EFFECTlVEAFTER PASSAGE BYTHE
COUNCIL AND 30 DAYSAFTER PUBLICATTONINTKE SAINT PAUL LEGAL LEDGER
33. Third Reading - O1-215 - An ordinance finalizing City Council action granfing the
anplication of O'Ha� En�texpris_es� Inc,_ to re_zone property_at 225 North Wilder _
Street from B-2 Community Business District to RT-1 Two Family Residential
Disirict to allow cottversion to a duplex. (Public hearing hetd February 7, 2001)
34. Third Reading - O1-216 - An ordinance finalizing City Council action granting the
application of John Schumacher to rezone property at 330 Prior Avenue North
from RT-1 to OS-1 to allow a purification center. (Pubtic hearing held February 7,
2001)
35. Second Reading - O1-248 - An ordinance amending ChapYer 33, Secteon 33.04 by
providing for time limits for completion of construction, alterations or
improvemeats oa buildiag permits issued by the Buitding Official.
D I- � �F�
. �.
i4f
CITY OF SAINT PAUL
COUNCIL INVESTIGATION AND RESEARCH CENTER
�� �
GERRY STRATHMAN
Direttor
Mazch 12, 2001
Richazd H. Zehring, Chair
RiverCentre Authority
175 West Kellogg Boulevazd,
Suite 501,
Saint Paui Minnesota, 55102
Dear Mr. Zehring:
The Saint Paul City Council is reviewing RiverCentre Authority Resolution # 3277 (stating the
Authority's mission for the future) at it Wednesday, March 21, 2001 City Council Policy Meeting
at 330 P.M. in the City Council Chambers. The Council is formally inviting you to attend this
importanY meeting so that you may more fully explain the intent of the Authority's new mission
statement and answer Councilmember's questions. Please feel free to bring other Authority
members and execurive staff to the Council meeting, as you deem appropriate.
Some Councilmembers have expressed concerns that the scope of the new mission is much
broader than the historical role the Authority has assumed under the powers and responsibilities
granted the Authority per state statutes; and that the new mission could easily be construed to
conflict with the legislative responsibilifies of the Saint Paul City Council. Also the Council is
quite concerned with the Retained Eaznings Deficit for the itiverCentre Operating Budget, and
thus they aze concerned with any Authority proposals to spend discrefionary money on initiatives
outside the RiverCentre Compiex.
Besides explaining the practical intent of the new mission, please be prepared to identify:
1) Specific azeas of concern regazding transportation, traffic and pazking; and proposed
solution options and cost estimates for the various solutions.
2) Specific areas of concem regazding public safety, downtown cleanliness and attractions,
marketing and promotions; and proposed solution options and cost estimates for the various
solutions.
3) The partners and other organizations the Authority would like to bring together on a
regulaz basis to discuss fuhue and further opporiunities for downtown Saint Paul and provide
some eYamples of how those opportunities could transiate into maximum benefits for
residents and businesses in all of Saint Paul's neighborhoods.
CITY HALL SUITE 310 SAINT PAUL, MINNESOTA 55102-1615 651�266-8560
.�.
PrintW on RecyclM Paper
1� ��-IJ�
4) All Authority approved or planned 2001 spending for activities Outside the RiverCentre
Complex," including financial support for downtown promotions or contributions to other
agencies and organizations which pmmote Saint Paul.
� All anticipated work program items for the Authority or its staff for "outside the
RiverCentre Complex" initiatives, even if no RiverCentre or Hotel-Motel Tax money is
anticipated to be used for the iniCiatives.
6) Projections for how much total additional revenue is expected to be generated this year
from RiverCentre Event Pazking when the raYe was increased from $6 to $8 per event,
including how much of the additional revenue will go to the Wild for hockey games, how
much will go to the Authority, and how much of the Authority's money is being reserved for
debt service for the skyway-tunnel connection to the RiverCentre. Does the Authority have
any formal position for using the new event pazking revenue which is not reserved for
skyway-tunnel connection debt?
7) Projections for how much total additional revenue is ea�pected to be generated this yeaz
from RiverCentre Event Parking when the rate was increased from $8 to $10 per event, and
how much of the additional revenue will go to the Wild for hockey games and how much will
go to the Authority. Does the Authority have any formal position for using this additional
revenue?
Sincere
rry S an, Director
cc: Councilmembers, Lois West Duffy, Richard Aguilar, Richard Beeson, Donald Del Fiacco,
Richard Ginsberg, Robert Schwartzbauer, Robyn Hansen, Erich Mische, Mayor Coleman,
Susan Kimberly, Clayton Robinson, Peter McCa11, Peter Hames
21 Mar 2BH1 12:54PH CapitolRiver Council FAX: 2218581
���
D�sm�r z�
CapitolRiver
Council
332 Minnesota Saeec Suite W1250, Saint Paul, MN 55101
Webutc: mvw.capicotriv¢�,oig E-mail: capcivex@cista�rtlly.net
21 MarCh 2001
City Council President Dan Bostrom
City Hall
15 West Kellogg Blvd.
Saint Paul, MN 55102
651-?27-04SS
Re: March Poticy Sessioq RiverCentre Authoriry Reso[ution #3277
Dear Council President Bosnom,
PAGE 1 OF
OI—tSF�
FAX 651-221-0581
The CapitolRiver Council Board of Directors met today and discussad the RiverCentre
Authority's mission statement for the future and their "Visitors Suategy for powntown Saiiit
Paul" and the following resolutions were passed:
Resolution #1:
"The CapftolRiver Council requests that the Saint Paul City Counci3 reaffum iYs I975 resolution
that established the "Saint Paul Citizen Participation �rocess". A method that brings people in
each district together to improve their neighborhoods and to be part of city govemment's
decision-making process. We further request that the SainY Paul City Council reiterate it's
support that ati neighborhood developments be reviewed for comment by the appropriate Districi
Councii: '
Resolution #2
"The CapitolRivet Counci3 as a weil establi�hed Cortununity Council with an ei�cted Board of
Directoas.shoutd be granted authority to oversee operatioas and take over developments of the
RiverCentre. The RiverCentre Authority as an advisory group should report to the CapitotRiver
Council "
Please incIude our resolutions in your discussion at today's Policy Session.
Sincerely,
Bill Englund, Cha'u
o� �s�
Wild Troll� Recap for October
W 7th
11-Oct 273
15-Oct 169
18-Oct 255
20-Oct 250
22-Oct 173
27-Oct 215
29-Oct 259
Grand DT
344
105
185
157
146
179
200
303
83
113
205
97
274
172
Totals 1594 7316 7247 4157
Totals From October 11, 2000 thru February 28, 2001:
20806
vi-�58
WILD RIDER RECAP
November 2000
Ot
Wiid Shuttle Rider Recap for December
2D00
ot - l5�'
WILD RIDER RECAP January 2001
C�I-IS $
�
Selected RiverCentre Authority Partnerships
RiverCentre Tunnet Connection: The RiverCentre Authority has committed
$2.2 million of parking revenues from contract parking at the RiverCentre Parking
ramp to assist in financing the RiverCentre Tunnei Connection.
Central Librarv Tunnel Connection: The RiverCentre Authority has committed
up to $800,000 to construct the underground tunnel connection to the Saint Paul
Central Public Library. This $800,000 commitment comes from $1 of the first $2
increase of event rate parking at the RiverCentre Parking Ramp.
Taxicab Stands: The RiverCentre Authority has worked with LIEP and the taxi
industry to identify better, more visible locations for cab service during Minnesota
Wi1d games, and major RiverCentre events.
Minnesota Wild Shuttle: This shuttle service has provided transportation to
thousands of Minnesota Wild fans. This is a cooperative eifort between the
Capital City Partnership, the Minnesota Wi►d, the Saint Paul Area Chamber of
Commerce, the RiverCentre Authority, the Convention and Visitor's Bureau, the
City of Saint Paul and other organizations.
Minnesota State Hiqh Schoof LeauqelWCHA Tournev Shuttfes: This shuttle
service has provided transportation to thousands of Minnesota Wild fans. This is
a cooperative effort between the Capital City Partnership, the Minnesota Wild,
the Saint Paul Area Chamber of Commerce, the RiverCentre Author+ty, the
Convention and Visitor's Bureau, the City of Saint Paul, Standard Parking and
other organizations.
RiverCitv Ambassadors: These goodwill Ambassadors have delighted
thousands of Minnesota Wild fans, Saint Pau1 Winter Carnival Parade attendees,
Minnesota State High School League Tournament attendees and others. This is
a cooperative effoR between the Capital City Partnership, the Minnesota Wild,
the Saint PauV Area Chamber of Commerce, the Saint Paul RiverFront
Corporation, the Saint Paul Hotel, the Lowertown Redevelopment Corporation,
the RiverCentre Authority, the Convention and Visito�s Bureau, the City of Saint
Paut, Standard Parking and other organizations. In addition, General Mills
Corporation contributed $7,500 to this project as part of their bannering project
on Kellogg Boulevard.
Traffic and Parkina Coordination Meetinqs: The RiverCentre Authoriiy has
hosted these weekiy, and bi-weekly meetings since June. Participants incfude
the Ordway Center for the Performing Arts, the Science Museum of Minnesota,
Public Works, the Saint Paul Police Department, SPAC and Wild staff, the
Convention and Visitor's Sure.au, Landmark Center and othet' individuals and
organizations. This group meets frequently to compare notes regarding events,
parking and traffic issues and attempts to get ahead of the curve to meet
bi-�5�1
challenges and handle new opportunities.
Bouyed by the enthusiasm of the MSHSL and WCHA tournaments returning to
Saint Paui, the RiverCentre Authority and SPAC worked with the Convention and
Visitors Bureau to enlist the aide of dozens of volunteers to hand out maps,
buttons, directions, advice and good cheer to the thousands of visitors who have
come to our City during "March Madness".
Meetincls with District 17 CouncillNorth Looa Block Gtub: Met with these
organizations to share with them the happenings at RiverCentre and ask how we
can work with them to address needs and concerns they may have about
visitors, downtown issues and the impact of the RiverCentre on their
organizations and members.
Rov Wilkins Center: The RiverCentre Authority, in cooperation with the City of
Saint Paul, the CVB, the Ordway, SPAC, and other organizations, is working
hard to secure public and private funds to build a living, perFormance facility
memorial and tribute to one of America's Civil Rights leaders.
Snoopv Paint-A-Thon: The RiverCentre Authority worked with the City of Sa�nt
Paul and other sponsoring organizations to provide space and staff support for
the great Snoopy Paint-a-Thon that set the stage for the phenomenal success of
"Peanuts on Parade" in Saint Paul.
ParkSmartiShuttleSmart: These two educational programs were created to
inform the public traveling to our facilities of the more convenient, less hassle
way of coming to Saint Paul, and how to relieve tra�c congestion at and around
our facilities. Partnerships with the Sa'int Paul Pioneer Press, the CVB and the
Saint Paul Area Chamber of Commerce have heiped to print hundreds of
thousands of these invaluable resource tools for visitors and commuters to our
City.
Diversitv Marketinct: Spearheaded by the efforts of Commissioner Richard
Aguilar, this group meets regulariy to discuss how the RiverCentre Authority, the
CVB and SPAC can be more effective at expanding our network into the ethnic
marketp{ace. This important market is a mu4ti-billion one for the R+verCentre to
be engaged with and active with.
Kelloa9 Boulevard Proiect: The RiverCentre Authority worked closely with the
City's Public Works Department, and other organizations, to determine the
impact of this major project on customers, tra�c and commuters. Through a
broad scope of discussion, coordination of this project, and communicating its
impact to the public has become a central element of the effort to make sure this
project goes smoothly, with as minimal disruption as possib{e.
�1
Interdepartmental Memorandum
CITY OF SAINT PAUL
��....
DATE: October 18, 2000
T0= RiverCentre Authority Member Dan Bostrom
CC: RiverCentre Authority Members
RiverCentre Authority Bxecutive D'uector
Mayor Norm Coleman
C}t� Attomey Clayton Robinson
Ybeputy City Attomey Eleni Skevas
FROM: Assistant City Attorney Peter McCail� (j D
Assistant City Attomey Matt Pfohl,��/ �aw
.µ.�
�� RiverCentre Authority and "A Visifor Strategy for powntown Saint Paul"
ISSLiE
In August 2000, the RiverCentre's Executive Director presented a brochure to the RiverCentre Authority
entitled, "A Visitor Strategy for powntown Saint Paul." You have requested general information
regarding the duties and powers of the RiverCentre Authority, as well as an opinion regazding whether the
RiverCentre Authority is empowered to undertake the brochure's recommended activities.
SUMMARy
We have concluded that the Minnesota Legislature specificaIly limited the duties of the Civic Center
Authority (which now does business as the RiverCentre Authority) to those activities that aze connected,
geographicaily or otherwise, to the openrion of the Civic Center itself. Our conclusion is based on a
narrow interpretation of the law which created and carved out the Authority as an agency of the City of
Saint Paui. This law states that the Authority may "operate the civic center of the city of Saint Paul,"
rather than that the Authority may "operate the downtown area of ihe city of Saint Paul."
Accordingly, we believe that any recommendation in the brochure which is not connected to operating the
Civic Center wou]d fall outside the limits of the Authority's powers and duties. It is our opinion that the
Legislature intended for such downtown-related operations to be left to the control and responsibility of
the City of Saint Paul, rather than to the RiverCenue Authority.
vi �s�s
Ari'ALYSIS
L DUTIES AND ppWE�
The RiverCentre Authority, also known as the Civic Center Authority, was created pursuant to Minnesota
Laws 1969, Ch.1138, § 3(amending Ivlinnesota Laws 1967, Ch. 459). The Legislature provided: "There
is created an agency of the City of Saint Paul �own ar the civic center authority. "
A. Duties
The Authority's duties aze provided for in Subdivision 2 of the 19691aw:
'7he authority shall buifd ¢ ui maintain artd operate the civic centv.
Title to all properties shall remain in the City. of the city ofSaint Paul.
"
B. Powers
In addition to the general powers that aze implied &om the duties listed above, the subdivision lists several
specific powers for the Authority:
'7'o discharge its responsibilities the authority shall have power to:
(1) appoint and at its pleasure remove a managing director and a deputy director and f:x their
comperuation.
(Z) use the services of the Civil Service Department of the city of St. Pazrl to secure such other
employees as may be necessary to operate the authority and the civic ce�rter, who shall be in the
class�ed service ofthe city ofSt. Pau1.
(3) manage the civic center, and rrtake regulations regarding itr use, and in particular prescribe
the charges to be made for its use, determine when free use sha11 be granted for worthy civic
activities, and control the actioru of any person licensed for the sale of intoxicating liquor upon
t/:e premises ojtlse center. This enumeration of powers shall not be construed as a limitation
upon the general powers of the authoriry.
(4) make contracts and purchases which shall, except as provided in subdivision S, be made as in
the case of other city agencies and bureaus.
(S) acceptand expendaccording to their termsanygiftsfromgovernment or individualsfor civic
center purposes.
II• MAY THE AUTHORITY UNDERTAKE THE ACTIVITIES RECO�iNiENDED IN THE
2
c�t- �SFl
BROCHURE?
The brochure's recommendations must be reviewed to determine whether they fall within the duties and
powers authorized by the Minnesota Legislature. We note, however, that there is no controlling legal
authority or precedent for these deteiminations; they aze based on a straight-forwazd reading of the law
as applied to each recommendation in the brochure. Furthermore, some of the brochure's
recommendations aze broad, aad additional or more specific information about each recommendation
could lead to a contrary determinarion from this office. These views, therefore, aze subject to further
review and secondary analysis upon receipt of additionai information regazding each recommendation.
It is also important to note that many of the recommenda�ons in the brocfiure pertain to acfivities that fall
within the City of Saint Paul's general powers, For instance, the City of Saint Paul is responsible for the
cleanliness aad safety of its downtown azea, while the Civic Center Authority would be responsible for
the cleaziliness and safety of the Civic Center complex. pur opinioa is based on an assumption that the
Minnesota Legislature, in creating the Authority in 1969, never intended to transfer any pre-existing duty
of the City of Saint Paul to its newly-created agency, the Civic Center Authority. Rather, we believe that
the Legislature created the Authority in order to carve out an entirely new set of duties and obligations
separate &om the City of Saint Paul; duties and obligations which aze directly related to managing and
oP��g the (in 1969) soon-to-be constructed Civic Center complex.
Hence, in order to read the Authority's powers consistently with the City's pre-existing broad duties and
responsibilities, we have interpreted the Authority's powers narrowly and strictly, so that any activity that
is not directly related or limited to the "operation of the Civic Center" is outside the powers and duties
granted by the Legisiature. We do not mean to say that the Authority is prohibited from participating in
or assisting in activities which aze related to the downtown azea in general, since many of these downtown
activities couid indirectly benefit the operation of the Civic Center. 1'he Authority may (and arguably
should) certainly assist in those activities, to the extent they impact the operation of the Civic Center. We
believe, however, that the Legislature did not intend for the Authority to control these activities. For
instance, although the Civic Center Authority should assist in downtown tra�c control, especially when
traffic is impacted by Civic Center events, we do not believe the Legislature intended for the Authority
to control all downtown traffic, especially since such control could negatively impact the operations of
other dowatown activities at locations such as the Ordway, the Science Museum, and the Landmark
Center.
With this general philosophy in mind, we now review each of the activities recommended in the brochure.
A. Traffic Management and Control (pp. 6-13)
The first recommendation is to manage and control Yraf6c by: (1) Hiring off-duty St. Paul police for
events; (2) Closine narts of Kello2e Boulevazd (3) Conh�olling the exiting tra�c from the RiverCentre
and Keliogg Boulevazd ramps, (4) Increasine the staffin¢ of the Citv°s Traffis Mana¢emeni S, stem
"TIvIS" (5) Turnin over command of tra�c decisions from the Citv's ublic ��•orks de artment to the
RiverCentre Authoritv, (6) Inteeratine the Ciri's TMS into the State DOT s stem. (7) IncreasinQ the
C�1- �5Ff
Ciri's TMS camera caoacitv and street views, and (8) Assisting in non-personnel zelated traffic
management.
Many of these recommendations fall within the City's existing authority to manage iu downtown traffic,
which has not been further delegated to the Authority. A cursory review suggests that each of the
underlined recommendations would fall outside of the Authority's duty to build, equip, maintain, and
operate the Civic Center, and outside iu power to manage the Civic Center.
B. Parking (pp.14-19)
The next recommeadation is that the Authority: (1) support the efforts ofsubscription-based organizations
to pre-sell pazking spaces to their customers, (2) create aad impiement an aggressive marketing, pubiic
relations and media relations plan, (3) create a"hodine" as a central so rce for downtown traffic
mana¢emen (4) create a downtowa shuttte svstem for nazkm¢ facilities to encouraee fringe azea Darki�,
(5) implement a customer service trainine nroeram for downtown nazkin ramn emnlovee .(6) construct
additional downtown narkin¢ facifities (7) create informative signage, and (8) create a parking tracking
management system.
Again, these recommendations appear to fall within the City's existing authority to improve downtown
pazking, which has not been further delegated to the Authority. The underlined recommendations appeaz
to fall outside the Authority's duty to build, eguip, •maintain, and operate t/re Civic Center, and its power
to manage the Civic Center.
C. Freeway Signage (pp. 20-22)
The brochure offers the following sign-related recommendations: (1) Messages should be located on all
major roadways into the City; (2) Signage should visible and controlled by City Officials; (3) A low
frequency Radio station should be created; and (4) the Authority should seek assistance from DOT, Met
Council and others to develop marketing and promotions ptan regazding entering and leaving the City.
Since they all seek to assist RiverCentre visitors in locating the Civic Center facility, these activities do
arguably all fall within the Authority's duty and power to "operate" the Civic Center.
D. Additional Efforts (pp. 23-33)
The foIlowing additional recommendations aze presented: (1) Creation of downtown "Ca ital Citv
Ambassadors' ;(2) Retainin¢ a do�vntown mazketina, promotions and PR firm•
, (3) Creatine a downtown
event trackin and man ement s stem. and hirin a calendar ro am administrator to oversee it; (4)
Tumine over manaeement ofthe downtown skvwav stistem to the Authoritv; (5} Examinin� downtown
nublic plazas for tmprovements; (6) Retamine a Master Gardenerto create a nlan for downto�vn flowers
and olantines; (7) Creatin a lan addressme downton�n sidewalk sw•eenine raffiti removal strcet
washine trashremoval andstorefrontrenairs,(8)Studvm�whetherincreaseddowntocvn olice resence
is needed; (9) Creatine downtown information kiosks; (10) Creatine anew downto�ti•n map s stem; and
4
bl lS�l
(11) Creatine a downtown hannerin plan.
Many of these recommendations fall within the City's existing authority to manage its downtown azea
which has not been further delegated to the Authority. A cursory review suggests that each of the
underlined recommendations would fall outside of the Authority's duty to build, equip, maintain, and
operate tfie Civic Cenfer, and outside its power to manage the Civic Center.
5
c�i- is�
I.) Specific Areas of Concem regarding transportation, traffic and parking;
and proposed solution options and costs estimates for the various
solutions.
In general, great progress has been made to coordinate transportation, traffic
and parking. The RiverCentre Authority has wotked closely with many
organizatians, inc4uding Metro Transit and the Chamber of Commerce
Transportation Management Organization to strategize on a number of areas.
Some of them include addressing issues such as:
* The high cost of traffic control and management in the streets. Current costs
for events, such as Hockey games, concerts, or major events at the RiverCentre
run about $5,000 per event. The hourly rate for overtime traffic control officers is
approximate{y $45 pec hour.
* The need to implement a more aggressive troiley and shuttle service
throughout the City to benefit more neighborhood businesses from business that
is generated from the RiverCentre, the Xcel Energy Center, the Roy Wilkins
Auditorium and other traffic generators in the downtown core.
• The need to implement a more aggressive remote shuttle park and ride
program, particularly in light of the shutdown of the "Harvest States" lot, the
major project on Kellogg Boulevard and other general high traffic/parking
demand events in the downtown core.
* The need to construct at least two additional parking facilities to service the
needs of the RiverCentre and other downtown attractions.
* The need to continue to improve the coordination between tra�c generators,
the Public Works traffic management system and command and control in the
streets for event traffic management.
* Better directional signage on freeways, and in downtown and other signage
collateral.
II.) Specific areas of concern regarding public safety, downtown
cteanliness and attractions, marketing and promotions; and proposed
solution options and cost estimates for the various solutions.
In generai, the RiverCentre is concerned about the condition of all of downtown
as it relates to the visitors we bring into the City each year. The City does a good
job at providing the basic level of City services in downtown, as it should and
other public and private organizations have been working hard to provide a
leadership role in these areas.
vi- is�
Efforts have already been taken by many organizations, including the
RiverCentre, to address issues such as the condition of bus shelters, sidewaik
cleaning, improved signage in skyways and on the streets and in public p{aces.
Downtown Saint Pau4 should be like Disney. While great work has been done,
there is nothing that cannot be improved upon. .
III.) The partners and other organizations the Authority would like to bring
together on a regular basis to discuss future and further opportunities for
downtown Saint Paui and provide some examples of how those
opportunities could translate into maximum benefits for residents and
businesses in alt of Saint Paul's neighborhoods.
Organizations such as the Capital River Council, and other downtown
organizations, and with those participants and organization commiiied to the
same goals and vision of making Saint Paul more inviting and attractive to
visitors.
There are multiple things that can benefit residents and businesses. Shuttles,
trolleys, more parking in downtown, greater promotional tie-ins, more community
use of our facilities for things such as Senior Walking Programs, practice areas
for community organizations.
In addition, we should not forget the need to keep downto�vn an inviting place for
Saint Residents in and out of the downtown neighborhoods. The more we
coordinate efforts on a variety of fronts, the more inviting we make it for resident�
and visitors alike.
iV.) All Authority approved or planned 2001 spending for activities
"Outside of the RiverCentre Complex", including financiai support for
downtown promotions or contributions to other agencies and
organizations which promote Saint Paul.
The RiverCentre budget, approved by the City Council, inciudes a budget for
marketing and promotions items, advertising, and public relations activities that
are designed to assist in booking the building. Beyond those items, the only
other commitments for activities outside of the Rivercentre complex are as
follows:
"$800,000 for the Central Library tunnei connection.
' A percentage of payment for the $2.4 million RiverCentre Tunnel Connection
that +s derived from the $5 per contract parker surcharge at the RiverCentre
Parking Ramp.
` bi
V.) All anticipated work program items for the Authority or its staff for
"Outside the RiverCentre Complex" initiatives, even if no RiverCentre or
Hotel-Motel tax money is anticipated to be used for the initiatives.
Parking, traffic, transit and other development opportunities that will benefit the
RiverCentre. ,
VI.) Projections for how much total additional revenue is expected to be
generated this year from RiverCentre Event Parking when the rate was
increased from $6 to $8 per event, including how much of the additional
revenue will go to the Wild for hockey games, how will go to the Authority,
and how much of the Authority's money is being reserved for debt service
for the skyway-tunnel connection to the RiverCentre. Does the Authority
have any formal position for using the new event parking revenue which is
not reserved for the skyway-tunnel connection debt?
The anticipated increase in revenue attributable to the $6 to $8 increase in event
parking is approximately $400,000. Ofi that, $1 of the increase for each car has
been designated to be paid to cover the costs of the skyway tunnel connection to
the Central Library. The Authority position has been that any additional event
parking revenue should be dedicated to Capital Reserves, Operating Reserves
and ensuring adequate service operations at the ramp.
VII.) Projections for how much total additional revenue is expected to be
generated this year from F2iverCentre Event Parking when the rate was
increased from $8 to $10 per event, and how much of the additional
revenue will go to the Wild for hockey games and how much will go to the
Authority. Does the Authority have any formal position for using this
additional revenue?
An additional $400,000 is expectsd to be generated from the $8 to $10 per event
increase. All of the money, as spelled out in the agreement with the Wild, for
Wild hockey games wil( go the Wild, the remainder of non-Wild event parking
revenues accrues to the benefit of RiverCentre. Again, the position of the
Authority has been to dedicate those funds to Capital Reserves, Operating
Reserves and ensuring adequate service operations at the ramp.
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IUDI"CH H. DUTCHER
STATE AUDITOR
February 12, 2001
STATE OF MINNESOTA
OFFICE OF THE STATE AUDITOR
SUITE 400
525 PARK STREET
SAINT PAUL. MN 55103-2139
(6597296-2»I (Voicei
(65 � ) 396�755 (Fa� i
statzaudiror@osastate.mn.us (E .Maili
1-800-627-3529 (Relay Sen �
Mr. Richard H. Zehring, Chair
Mr. Erich Mische, Executive Director
Ms. Conine Haas, Accountant
RiverCentre Authoriry of the
City of Saint Paul
Saint Pau1, Minnesota 55102
We are pleased to confirm our understanding of the services we are to provide pursuant to Minn.
Stat. § 6.49 far the RiverCentre Authority, an enterprise operation of the City of Saint Paul, for the
year ended December 31, 2000. We will audit the basic financial statements of the RiverCentre
Authority as of and for the years ended December 31, 2000 and 1999. Also, your annual financial
report will include the following additional information that will be subjected to the auditing
procedures applied in our audit of the basic financial statements:
• Supplementary information.
Your annual financial report will also include the following additional information that will not be
subject to the auditing procedures applied in our audit of the basic financial statements:
Statistical information.
Audit ObjecYives
The objective of our audit is the expression of an opinion as to whether the basic financial statements
are fairly presented, in all material respects, in conformity with generally accepted accounting
principles and to report on the faimess of the additional informarion referred to in the first paragraph
when cansidered in relation to the basic financial statements taken as a whole. Our audit will be
conducted in accordance with generally accepted auditing standazds; the standards far financial
audits contained in GovernmentAuditing Standards, issued by the Comptroller General ofthe United
—. Recycled paper ait6 a mmimmn of
__ � 159c poso-consumer waste �� An Equal Oppoaumry Emplotr;
v�- i�g
RiverCentre Authority
of the City of Saint Paul
February 12, 2001
Page 2
States; and the legal provisions of the Minnesota Legal Compliance Audit Guide for Locul
Government, and will include tests of the accounting records of the RiverCentre Authority and other
procedures we consider necessary to enable us to express such an opinion and to report in confomuty
with the provisions of the Minnesota Legal Compliance Audit Guide for Local Government. If our
opinion on the basic financial statements is other than unqualified, we will fully discuss the reasons
with you in advance. If, for any reason, we are unable to complete the audit or are unable to form
or have not formed an opinion, we may decline to express an opinion or to issue a report as a result
of this engagement.
We will also provide reports (that do not include opinions) on intemal control related to the financial
statements and compliance with laws, regulations, and the provisions of contracts or grant
agreements, noncompliance with which could have a material effect on the financial statements as
required by GovernmentAuditing Standards.
Management Responsibilities
Management is responsible for establishing and maintaining internal control and for compliance with
laws, regulations, contracts, and agreements, including grant agreements. In fulfilling this
responsibility, estimates and judgments by management aze required to assess the expected benefits
and related costs of the controls. The objectives of intemal control aze to provide management with
reasonable, but not absolute, assurance that assets aze safeguarded against loss from unauthorized
use or disposition, that transactions are executed in accordance with management's authorizations
and recorded properly to permit the preparation of basic financial statements in accordance with
generally accepted accounting principles.
Management is responsible for making all financial records and related information available to us.
We undexstand that you will provide us with such information required for our audit and that you
are responsible for the accuracy and completeness of that information. We will advise you about
appropriate accounting principles and their application and will assist in the preparation of yow
financial statements, but the responsibility for the financial statements remains with you. That
responsibility includes the establishment and maintenance of adequate records and effective internal
control over financial reporting, the selection and application of accounting principles, and the
safeguarding of assets. Management is responsible for adjusting the financial statements to correct
material misstatements and for confirming to us in the representation letter that the effects of any
uncorrected misstatements aggregated by us during the current engagement and pertaining to the
latest period presented are immaterial, both individually and in the aggregate, to the basic financial
statements taken as a whole.
C��
RiverCentre Authority
of the City of Saint Paul
February 12, 2001
Page 3
Audit Procedures--General
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements; therefore, our audit will involve judgment about the number of transactions to
be examined and the azeas to be tested. We will plan and perform the audit to obtain reasonable
rather than absolute asswance about whether the financial statements are free of material
misstatement, whether caused by error or fraud. Because an audit is designed to provide reasonable,
but not absolute assurance and because we will not perform a detailed examination of all
transactions, there is a risk that material misstatement may exist and not be detected by us. In
addition, an audit is not desi�ned to detect immaterial errors, fraud, or other illegal acts or illegal acts
that do not have a direct effect on the basic financial statements. However, we will inform you of
any material errors and any fraud that comes to our attention. We will also inform you of any other
illegal acts that come to our attention, unless clearly inconsequential. Our responsibility as auditors
is limited to the period covered by our audit and does not extend to matters that might arise during
any later periods for which we are not engaged as auditors.
Our procedures will include tests of documentary evidence supporting the transactions recorded in
the accounts, and may include tests of the physical existence of inventories, and direct confirmation
of receivables and certain other assets and liabilities by correspondence with selected individuals,
creditors, and financial institutions. We will request written representations from your attorneys as
part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of
our audit, we will also require certain written representations from you about thz financial statements
and related matters.
Identifying and ensuring that the RiverCentre Authority complies with laws, regulations, contracts,
and agreements is the responsibility of management. As part of obtaining reasonable assurance
about whether the basic fmancial statements are free of material misstatement, we will perform tests
of the RiverCentre Authority's compliance with applicable laws and regulations and the provisions
of contracts and agreements. However, the objective of our audit will not be to provide an opinion
on overall compliance and we will not express such an opinion.
Audit Procedures--Internal Controls
In planning and performin� our audits, we will consider the internal wntrol sufficient to plan the
audit in order to determine the nature, timing, and extent of our auditin� procedures for the purpose
of expressing our opinion on the RiverCentre Authority's basic financial statements.
We will obtain an understandin� of the design of the relevant controls and whether they have been
placed in operation, and we will assess control risk. Tests of controls may be performed to test the
effectiveness of certain controls that we consider relevant to preventing and detecting enors and
C�l-r5fl
RiverCentre Authority
of the City of Saint Paul
February 12, 2001
Page 4
fraud that aze material to the basic financial statements and to preventing and detecting
misstatements resulting from illegal acts and other noncompliance matters that have a direct and
material effect on the basic fmanciai statements. (Tests of controls are required only if control risk
is assessed below the maYimum level.) Our tests, if performed, will be less in scope than would be
necessary to render an opinion on intemal control and, accordingly, no opinion will be expressed.
An audit is not designed to provide assurance on internal control or to identify reportable conditions.
However, we will inform the governing body or audit committee of any matters involving intemal
control and its operation that we consider to be reportable conditions under standards established by
the American Institute of Certified Public Accountants. Reportable conditions involve matters
comin� to our attention relating to significant deficiencies in the design or operation of the internal
control that, in our judgment, could adversely affect the entity's ability to record, process,
summarize, and report financial data consistent with the assertions of manaeement in the basic
financial statements. y
Audit Administration
Our tazget date for providing you with a draft copy of the management and compliance report is June
30, 2001. If we are unable to meet this date, you will be notified in advance.
Our working papers are retained for a minimum of three yeazs and aze available for access by
appropriate govemmental agencies. In addition, we will be available throughout the year to answer
questions, provide assistance or assist you in implementing any of our recommendations.
Our fees are based on standard hourly rates and overhead charges, plus travel and any out-of-pocket
expenses. Our standazd hourly rates vary according to the deeree of responsibility involved and the
experience level of the personnel assigned to your audit. Progress billings �till be mailed to you
every four weeks. The condition of your records and the assistance you aze able to provide us affects
both the timeliness and cost of the audit.
As required by Government Auditing Standards, the Office of the State Auditor has had an
independent review of its quality control system. A copy of the unqualified report is available upon
request.
We appreciate the opportunity to be of service to the RiverCentre Autharity of the City of Saint Paul
and believe this letter accurately summarizes the significant terms of our enga�ement. If you have
any questions, please contact me at (651) 296-4715, Chan Jadoonath, Audit Mana�er, at (651)
296-4083, or Rick Pieh who will be in chazge of this audit, at (651) 296-25> 1. If you agree with
the terms of our engagement as described in this letter, please sign �vhere pro� ided and return it to
us. A"Client Audit Prepazation Checklist" �n�ill be provided to you under separate cover.
pi-158
RiverCentre Authority
of the City of Saint Paul
February 12, 2001
Page 5
Sincerely,
C � / �
� ���
Tom Karlson, CPA
Senior Audit Review Manager
Approved:
This letter correctly sets forth the understanding of the RiverCentre Auchority of the City of Saint
Paul.
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—Richazd Zehring, �� ; cl �1. i c�� Date
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Erich-}Vlis .- xec iv`e ire Date
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Corrine Haas, Accountant Date
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Date: February 22, 2001
To: Rick Beeson
Erich Mische
From: Martha Fuller
Re: Follow up — Finance Meetin� Discussion
I. State of Minnesota Financial Audit
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As in prior years, the State will conduct its audit of the RiverCentre financial statements,
in conjunction with its audit of the City of Saint Paul financials. Also, the RiverCentre
will issue a set of standalone financial statements, along with statistical information in the
footnotes, as it has in prior years. The State Auditor's audit scope and procedures will be
sufficient to issue their opinion on the standalone statements, and to review and compile
the footnoted statistical information.
SPAC will request its own auditor, Arthur Andersen, to do a preliminary review of the
RiverCentre statements prior to the State Auditor's audit. The two audit firms aze
coordinating details regarding timing of and responsibility for various preparation and
other work to be performed.
II. Cost Aliocation Plan
Labor Cost Tracking
Hourly SPAC staff currently use either time cards or time sheets to record their hours
worked. Both methods require that the staff track time by event and/or activity, and that
their supervisor approve the actual time spent and allocated.
Salaried SPAC staff allocate their time spent, by pay period, on a percentage basis, based
on their various assigunents and acrivities performed in that pay period.
Documentation of time allocated to RiverCentre activities is available for each pay
period, on an employee by employee basis.
The automated Time Trax system implementation has been delayed due to technical
difficulties encountered in setting up the system to accommodate the time trackin� and
interface requirements of SPAC, Volume Services (Arena and RiverCentre
concessionaire) and Wildside Catering (Arena and RiverCentre caterer). These
difficulties aze being resolved with the vendor and the Time Trax system will be
operational by February 28, 2001.
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The State Auditor is expected to begin audit work on the Aecember 31, 2000 RiverCentre
financial statements during the last week of February. As part of verifying the
reasonableness and proper statement of RiverCentre revenues and expenses, the State
Auditor will review the allocation of various expenses between the Arena and
RiverCentre as reported by SPAC for the period be�inning July 1, 2000.
Ec�uipment Tracking and Usage, Space Usage
SPAC staff are presently coordinating an inventory of equipment in place at the Arena
and RiverCentre. The RiverCentre has maintained an ongoing inventory of fumiture,
fixtures and equipment as part of its City reporting obligations. This will be updated for
any capital items added since SPAC assumed management responsibilities as of 7/1/00.
(These are anticipated to be relatively limited.)
The Arena FF&E listing is being prepared from construction purchase orders and
receiving lists. These lists are still being augnented as fmal construction activity is being
wrapped up. SPAC management is working with the RiverCentre and City accounting
staff to establish an efficient, meaningful threshold for tracking and reporting various
types of FF&E.
Once the FF&E inventories are complete, items that are used in both the RiverCentre and
Arena will be highlighted. As part of the inventory process, storage and other spaces in
the RiverCentre and Arena that are used for shared functions will also be identified and
noted on a complex-wide map.
The FF&E inventory and mapping exercises are expected to be complete by April 15,
2001. SPAC will work with the RiverCentre Executive Director to develop a
recommendation for capital repairs and improvements for the RiverCentre by May 1,
2001.
Combined Rental Events
To date, there have been no events that utilize both RiverCentre and Arena facilities.
Revenue and Expense Reporting
SPAC management will work with both Wildside and Volume Services to develop
monthly financial reports, with actual and budget comparisons. SPAC will also develop
a recommendation for the RiverCentre regarding limited audit/review procedures to be
perforxned as of June 30, 2001, regarding Wildside and Volume Services' internal
controls and reporting procedures for RiverCentre activities.
III. Banking
SPAC has established an operating account for RiverCentre receipts and expenditures.
While most RiverCentre expenses are paid by SPAC and then charged back to the
` �j►-lS $
RiverCentre, certain expenses may be paid directly from the RiverCentre operating
account. SPAC maintains a transaction by transaction accountin� for all RiverCentre
receipts and disbursements and reconciles the operatin� account on a monthly basis.
The operating account is managed by SPAC. The RiverCentre Executive Director,
Authority Chair, and City Finance Director aze also aathorized signers on this account.
The RiverCentre also has funds on deposit with the City of Saint Paul — essentially, its
operating reserves. SPAC management is not an authorized signer on this account.
V arious debits and credits to this account are initiated by City finance staff — for example,
for City assessments, interest earnings, etc. SPAC staff record these transactions so that
they are properly reflected in the RiverCentre financial statements.
The City had assessed a central service charge to the RiverCentre prior to SPAC
assuming its management responsibilities on 7/1/00. This chazge covered the various
administrative services — payroll, accounting, purchasing, etc. — provided by City
personnel for RiverCentre activities. This charge continued subsequent to 7/1l0�, but
after discussion with the City Finance Director and RiverCentre Executive Director, these
charges were discontinued and the amounts debited since 7J1/00 have been credited back
to the RiverCentre's account.
Financial Reports
The RiverCentre has continued to receive its regular monthly financial reports from
SPAC since it assumed management responsibilities on 7/1/00. Certain months have
seen delays in delivery of these statements, such that they were not available for the
Authority's next meeting following month end. Difficulties in maintaining the existing
financial software, and the previously-mentioned Time Trax implementation delays,
made it difficult to prepare the statements on a timely basis.
SPAC has begun impiementation of a new finance system as of 1/1/Ol, which will be
used to record all SPAC (including RiverCentre) transactions and produce the
RiverCentre statements. Once this implementation is complete, this new system, coupled
with successful Time Trax implementation, should facilitate more rapid, efficient
production of the RiverCentre's monthly financials.
The RiverCentre Authority and Executive Director have not, to date, requested any
modifications to the monthly or annual RiverCentze financial statements, other than those
noCed in the following section.
Blees Follow up Ttems
SPAC management fees will be displayed on the monthly RiverCentre statements, along
with the breakout of how the performance incentive and sponsorship fees are computed.
o�- is s
SPAC management will deliver to the RiverCentre Executive Director a draft outline of
the components of its overhead reimbursement fee by Mazch 15, 2001.
oi- �sSl
Agreement for RiverCentre
between
Civic Center Authority, an Agency of the C+ty of Saint Paul
(also known as RiverCentre Authority)
and
Saint Paul Arena Compamy, LLC
a�- �s�
TABLE OF COti'TENTS
Section I.
1.1
12
13
1.4
Section 2.
2.1
2.2
23
2.4
2.5
2.6
2.7
En�agement of Manager; Services .....................................................
Engagement........................................................................................
Scopeof Services ....-------° ...........................°°---,.........-°--.................
SpecificServices -�--•--........--•---.....----�--� ............. ................................
OperatingStandards ...........................................................................
Term and Termination .............................................
Term........................................................................
**[intentionalty deleted]** ......................................
Optional Termination ..............................................
Termination for Default ...........................................
Arena-Related Rights to Terminate .........................
Termination for Failure to Approve ........................
Effect of Tertnination ..............................................
�
....................................................6
....................................................6
.................................................... 6
....................................................6
....................................................7
.................................................... 8
_ .................................................8
Section 3. Authority Oversight and Authority Representative; Use by Authoriry
3.1 Oversight and Authority Representative ...............................................
3 .2 Use by the Authoriry ............................................................................,
Section 4. Contracts Regarding RiverCentre ........................................................
4.1 Extraordinary and Ordinary Contracts .................................................
4.2 Contract Adrninistrator .........................................................................
43 Contracts with Affiliates ......................................................................
4.4 Mutually Advantageous Arranaements ................................................
Section 5.
5.1
5.2
53
5.4
5.5
5.6
5.7
Section 6.
6.1
6.2
63
6.4
6.5
6.6
6.7
6.8
6.9
................... 9
...................9
.................10
............................. I 1
.............................11
.............................12
.............................13
.............................13
Person l ...................................... .................................................................................... I 4
Employment and Supervision; Appointment of Executive Director .................................14
ExistingEmployees ...........................................................................................................
Collective-Bargaining Agreements ...................................................................................15
Offersof Employment .......................................................................................................
EmployeeBenefits ...................................................................................................... .....16
AssumedObligations .................................................................................................... ...16
NoSolicitation ...................................................................................................................
Operating Year; Budgets; Reports .................................
CalendarYear ................................................................
Operating Budgets .........................................................
Accounting, Recording and Aflocations ........................
Monthly and Annua( Reports ........................................
Capitat Expenditures .....................................................
Authority Administrative Budget ..................................
City Council Approval ..................................................
Modifications to Budgets ..............................................
Operating Standards ......................................................
..................................................18
..................................................18
.................................................. I 8
.................................................. I 9
..................................................20
..................................................21
..................................................22
..................................................23
.................................................. 2 3
..................................................23
Section 7. Receipts and Disbursements; Punding ..............................................................................23
7.1 Receipts and i�isbursements ..............................................................................................23
bl
7.2
73
Section 8.
8.1
82
83
8.4
8.5
8.6
8.7
Fundin� .............................................
No Obligation of Managerto Fund..
Management Fees; Commissions........
Management Fees ................................
Base Amounts .--°----°-- ......................
Quality Amounts .................................
Revenue Amounts ...............................
Comm issions .......................................
Li m itation ............................................
Prorated Amounts ................................
Section 9. Indemnificationand Insurance .................
9.1 Indemnification ........................................
9.2 Snsurance ..................................................
.................. ... 24
.....................
.....................................2 5
...---.........-° •---°---........:? 5
.....................................2 5
.....................................25
.....................................26
............................�--......27
.....................................2 8
....................................29
....... .............................
.....................3 0
.....................3 0
.................... 3 2
Section 10. Ownership ofAssets; Related Obligations; Audit Rights .................................................33
10 .1 Ownership .........................................................................................................................
102 Authority Obligations .......................................................................................................
103 **[intentionallydeleted�** .......................... .........................................35
....... .....................
$ection 1l. Representations and Warranties .......................................................................................
I 1.1 Representations and Warranties of Manager ....................................................................
11.2 Representations and Warranties of the Authority .............................................................
Section 12.
12.1
12.2
123
12.4
12.5
12.6
12.7
12.8
12.9
12.10
12.11
12.12
12.13
12.14
12.15
12.16
12.17
12.18
12.19
Other Provisions ...............................................................................................................
Relationship ....................................................... .............................................................. 8
Severabi ........................................................................................................................3 8
Force Majeure; Certain Changes tc Rivzfientre ............... ...........................................:.38
Waiver ............................................................................................................................... 40
Headings; References Of Inclusion ...................................................................................
Entire Agreement ..............................................................................................................
S u rvival .............................................................................................................................
Third Party Beneficiazies ...................................................................................................
A s signment ........................................................................................................................ 41
Governing ..................................................................................................................
Dispute Resolution ............................................................................................................
Jurisdiction Venue .......................................................................................................
Negotiated ..............................................................................................................
Not ices ...............................................................................................................................
A m endment ....................................................................................................................... 43
Counterparts ...................................................................................................................... 43
Public ........................................................................................................................
Compliance Laws ......................................................................................................
Convention and Visitors Bureau Agreement .....................................................................
ii
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Exhibit A
E�ibit 13
Exhibit 32
Exhibit 4.1
Exhibit 5.2
E:chibit 5.5
Exhibit 62
Diagram of RiverCentre
RiverCentre Event Booking Policy
Recurring Events
Contracts Currently in Effect
Information Regarding Existing Employees
Employee Benefits Provided by Manager
Format of Operating Budget
iii
ol �S
Defined Term
50°/a Test
Administrative Budget
Agreement
Annual Report
Annual Report Date
Approved Capitaf Budget
Approved Operating Budget
Arena
Arena Lease
Authority
Authority Approval
Authority Representative
Base Amounts
City
Continuing Obligations
CVB
CVB Agreement
Dispute Notice Date
Executive Director
Esisting Employee
Extended Contract
Extraordinary Contract
Force Majeure Event
Gross Revenue
Hired Employee
Indemnified PaRy
Indemnifying Party
Losses
Manager
Manager Representative
Monthly Statement
Multi-Year Project
New Contract
New Reveaue
Offer
List of Defined Terms
Section Reference
8.6
6.6
Introduction
6.4
6.4
6.5
6.2
Introduction
[ntroduction
Introduction
3.1
3.1
8.1
Introduction
2.7
12.19
12.19
12.1(
5.1
5.2
8.5
4.1
123
8.4
5.6
9.1
9.1
9.1
[ntroduction
3.1
6.4
6.5
8.5
8.5
5.4
iv
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Defined Tecm
One Time Retirement Cost
Operating Accounts
Operating Standards
Optional Termination Date
Ordinary Contract
Preliminary Report
Prorated Target
Quality Amounts
Revenue Amounts
RiverCentre
RiverCentre Authority
RiverCentre Contract
Signing Date
Start Date
Term
Section Reference
5.6
7.1
1.4
23
4.1
6.4
8.7
8.1
8.1
Introduction
Introduction
4.1
4.1
2.l
2.1
v
C�t-rsS�
AGREEMENT FOR RIVERCENTRE
THIS AGREEMEYT FOR RIVERCEYTRE (this "AgreemenP') is made and entered into this
3L�� day of June, 2000, by and between the Civic Center Authority (also known as "RiverCentre
Authority"), an agency of the City of Saint Paul (the "Authority"), and Saint Paut Arena Company, LLC,
a Minnesota limited liability company ("Manager").
WHEREAS, the City of Saint Paul (the "Ciry") owns the facilities in downtown Saint Paul,
Minnesota, known as RiverCentre, including the convention center known as "Touchstone Energy Place,"
the Roy Wilkins Auditorium, and the RiverCentre parking ramp south of Kellogg Boulevard (plus any
pedestrian connection constructed linking RiverCentre to the City's sk}nvay system) shown on Exhibit A
(cotlectively, "RiverCentre"), and the Authority has the authority and responsibility to provide for
management and oversight of RiverCentre; and
WHEREAS, Manager is engaged in the business of providing management services for public
assembly facilities, including the sports and entertainment arena (owned by the City) currently under
construction adjacent to RiverCentre (the "Arena"), which is subject to an Arena Lease dated January 15,
1998 (the "Arena Lease"), among the City, the Authority and Minnesota Hockey Ventures Group, LP, as
Tenant, which Arena Lease has been assigned by Tenant to Saint Paul Arena Company, LLC; and
WHEREAS, Manager desires to provide management services for RiverCentre and the Authority
desires to obtain such management services from Manager, on the terms and conditions stated herein;
NOW THEREFORE, in consideration of the mutual covenants, terms, conditions, and
obligations stated herein, and intending themselves to be legally bound hereby, the Authority and
Manager hereby agree as foliows:
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Section 1. En2aQement of Manaeer; Services
1.1 Ensaeement. The Authority hereby engages'Manager to manage, operate, maintain,
market and promote RiverCentre for public purposes (in accordance with Minnesota Laws 1967,
Chapter 459, as amended to date), and Manager hereby accepts such engagement under the terms and
conditions provided below. This Agreement shall be consistent with all faws goveming RiverCentre,
incfuding specia( legislation.
1.2 Scope of Services. Manager sha(I perform and provide such mana�ement services as are
needed to manage, operate, maintain, and promote RiverCentre in a manner consistent with this
Agreement. Subjectto the limitations stated in this Agreement, Manager shall have general responsibility
and authority to conduct operations of RiverCentre and activities therein on behalf of the Authority.
13 Specific Services. In the course of managing RiverCentre hereunder:
(a) Manager shall, from time to time, hire, promote, supervise and direct all
employees and other personnet at RiverCentre (including work assignments, compensation, benefits,
performance reviews, discipline and discharge) in a manner consistent with this Agreement.
(b) Manager shall supervise all contractors, subcontractors and other contracting
parties providing goods or services to RiverCentre (incfuding food service, maintenance and security) and
shall negotiate renewals, extensions and rep(acements for the provision of such goods and services from
time to time and report such renewals, extensions and replacements to the Authority (al( in accordance
with Section 4 of this Agreement).
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(c) Manager shall manage capital improvements of RiverCentre, incfuding the
biddin� process for each improvement and supervision of the coastruction thereof, in each case subject to
the applicab(e Approved Capital Budget (as hereinafter defined).
(d) Manager shall arrange to rent, lease or pnrchase such equipment and supplies as
are needed from time to time for the operation and maintenance of RiverCentre, in each case subject to
the applicable Approved Operating Budget (as hereinafterdefined).
(e) Manager shall arrange for payment on behalf of the Authority of all operating
expenses for RiverCentre as contemplated in each Approved Operating Bud�et.
(� Manager shatl, on behalf of the Authority, take such actions as Manager shall
deem necessary to collect charges, rents or other amounts due to RiverCentre, or to enforce or pursue
damages under any license or other agreement regarding RiverCentre (including such legaf actions or
proceedings as Manager may deem necessary).
(g) Manager shatl maintain complete records and schedules for booking events and
other uses of RiverCentre.
(h) Manager shall provide, on behalf of the Authority, day-to-day administrative
services to support operations of RiverCentre, including budgeting and accounting; payroll; bilfing,
collections and disbursements; obtaining insurance (as provided hereinafrer); and maintaining on the
Authority's behalf such permits and licenses as are required to operate RiverCentre under such laws and
rules of govemment a�encies as are applicabfe to operations of RiverCentre.
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(i) Manager shall book and schedufe events to take place at RiverCentre (in each
case subject to the Authority's event-booking policy, a copy of which is set forth in E�ibit 13), shall
consult regularly with the Authority Representative on the schedulin� of events to ensure that RiverCentre
benefits from atl scheduling decisions, sha(( adveRise and promote use of RiverCentre for purposes of
realizing its futl potential, and, in connection therewith, may use the names "RiverCentre," "Touchstone
Energy Place," "Wilkins Auditorium," "RiverCentre Authority" and "Civic Center Authority of Saint
Paul" and retated logos and other marks for each, as well as names, logos and other marks of each paR of
RiverCentre as in effect from time to time. Manager will maximize operations and bookings of
RiverCentre to a capaciTy that is consistent with the spirit of this Agreement.
(j) Manager shall solicit, promote and sell on the Authority's behalf advertising at
RiverCentre and sponsorships of RiverCentre (i� each case consistent with the terms of agreemen.s then
in force) and shall pursue oppoRUnities for advertising and sponsorship that inctude both RiverCentre and
the Arena (in each case subject to Section 4, refating to contracts). Manager shall consuft with and obtain
approval from the Director, Office of Financial Services (City of Saint Paul), before signing any
agreement that results in "private business use" of RiverCentre (within the meaning of Section 141(b) of
[he Interna! Revenue Code of i 98b, as amended, and Treasury Re�ulations § 1.141-3 thereunder) or could
reasonably be interpreted as resulting in such "private business use."
1.4 Operatina Standards
(a) The Authority and Manager acknowledge and agree that a principal objective of
this Agreement is to manage RiverCentre in a manner that is reasonably prudent, consistent with
operations of other first-class pubfic facilities and consistent with the pub(ic investment that has been
made in RiverCentre. In addition, Manager acknowledges that these are public facilities and, as such, the
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public has a right to expect that such facilities are managed in a cdanner that is consistent with the public
investment that has been made.
(b) To that end, "consistent with" will refer to all areas of operations, including, but
not limited to:
(i) interior and exterior appearance of all facilities
(ii) employee performance
(iii) operation of all facilities
(iv) concessions and public facilities
(v) customer service
(vi) marketing and promotion of all facilities
(vii) customer satisfaction of all facilities
(viii) ingress and egress for parking
(ix) load and unfoad times for loading docks
(x) cleanliness, responsiveness and quality of food and beverage service
(xi) security
(c) Manager shall provide the services hereunder in such a manner not onty to
achieve such standards in 2001, but also to commit to meeting or exceeding such standards for each year
as set forth in the Approved Operating Budget for such year (the "Operating Standards").
(d) In addition to generaf guidelines developed by the Authority Representative, in
consultation with Manager and reviewing the practices and operations of other similar public facilities,
the Authority Representative will use the following too(s to determine if the Operating Standards have
been achieved:
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(i) customersurveys
(ii) vendor surveys
(iii) general public surveys
(iv) Convention and �sitors' Bureau interviews
(v) RiverCentre Authority intervie�vs
Section 2. Term and Termination
2.1 Term. The period during which Mana�er shall provide services hereunder and during
which the Authority shall purchase and pay for such services in accordance with this Agreement (the
"Term") shall staR on July 1, 2000 (the "Start Date"), and end on December 31, 2004, unless terminated
sooner as provided in this Agreement.
2.2 **[intentionaflv defeted]**
23 Ootional'fermination. June 30, 2003, shall be the "Optional Termination Date:' Each of
the Authority and Manager shall have the right to terminate this Agieement, effective on the Optionaf
Termination Date and without cause or penafty, by giving notice of such termination to the other at least
90 days before such Optional Termination Date.
2.4 Termination for Default.
(a) If either party shall fail to pay when due any amount payable hereunder, then the
other party shall have (in addition to such party's rights to enforce this Agreement and receive
indemnification for any breach hereo� the right to give notice of such default. If such amount is not paid
within ] 0 days following the giving of such notice, then the party giving such notice may terminate this
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Agreement by notice of termination given within 30 days following the end of such 10-day period. If this
Agreement is terminated under this paragraph (a), then the terminating party shall have no further
obligations under this Agreement after such termination (other than Continuing Obligations (as hereinafter
defined)), but the defaulting party shall continue to be liable for such default and for all damages caused by
the defaultingparty's breach ofthis Agreement
(b) If either party shall fail to perE�orm any of such party's material obli�ations under
this Aoreement (other than a failure to pay when due any amount payable hereunder), then the other party
shall have (in addition to such party's rights to enforce this Agreement and receive indemnification for any
breach hereofl the right to give notice describing such failure with particularity. Upon receipt of such
notice, the failing party (i) shall take all reasonable actions to promptly cure such failure or (ii) if such
failure cannot then be cured in all respects (whether due to expiration of a time period or otherwise), shall
take alf reasonable actions to cure such failure to the extent possible and to prevent recurrence of such
failure. [f the failing party does not compfy with its obligationsunder this paragraph (b) within 60 days after
receipt of such notice of failure, t�ien the party giving such notice of failure may terminate this Agreemettt
by notice of termination given within 30 days folfowing the end of such 60-day period. If this Agreement is
terminated under this paragraph (b), then the terminating party shall have no further obligations under this
Agreement after such termination (other than Continuing Obligations), but the defaultin� party shal(
continue to be liabfe for such default and for ail damages caused by the defaulting party's breach of this
Agreement.
2.5 Aretta-RelatedRiehts to Terminate. If
(a) the Arena Lease were terminated in accordance with its terms as a result of a
default by the tenant thereunderor
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(b) Manager ceases to have a contractual right to mana�e the Arena or ceases in fact to
manage the Arena,
then the Authority sha(l have the ri�ht to terminate this A�reement by notice of termination given to
Manager within 30 days following such termination of the Arena Lease or such cessation.
2.6 Termination for Faifure to Approve. With respect to each Approved Operating Budget, if
funds are not approved by the Authority and given pretiminary approvat by the Mayor and City Council
at least 60 days prior to the beginning of the year to which such Approved Operatin� Bud�et applies (and
made available in accordance with Section 7.2), then Manager shall have the right to terminate this
Agreement by notice of termination given to the Authority at least 60 days prior to the termination date
stated in such notice.
2.7 EffectofTermination
(a) Upon any termination, Manager shall deliver to the Authority any funds and
other property belonging to the Authority then in Manager's control, and the Authority shall reimburse
Manager for any expenses previous(y incurred by Manager on behalf of the Authority, plus any unpaid
amounts under Section 8(prorated as provided in Section S), less any amounts then owed by Manager to
the Authority as a resuit of such termination or othenvise.
(b) Upon termination, the Authority shall cause any successor manager of
RiverCentre (whether a private contractor or pub(ic body) to (i) employ following the date of termination
(but subject to discharge for cause) each employee of Mana�er then employed at RiverCentre and
(ii) assume and pay all of the assumed obli�ations under Section 5 not previously satisfied.
Notwithstanding the foregoing, however, if Manager has desi�nated one senior manager for continued
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empfoyment by Manager, then the Authority would not solicit that manager or othenvise offer
employment to that Manager. The fore�oing shall not, however, prohibit the Authority from employin�
such designated senior manager if such manager applied independently for such employment (for
example, in response to a general employment advertisement published by the Authority), without any
solicitation by the Authority.
(c} NotwithstandinganyterminationofthisAgreement,thepartiesshaftcontinuetobe
bound by their respective obligations under Section 9.1 (relating to indemnification), Section 10 (relatin� to
ownership), Section 5(relating to personnef), Section 8(to the estent of any fees, commissions or other
amounts thereunder becoming payable after termination) and Section 12 (relating to the relationship of the
parties and other matters), which are the "Continuing Obli�ations," and such sections shal( survive any
termination of this Agreement.
Section 3. Authoritv Oversight and Authoritv Representative� Use bv Authoritv
3.1 Oversi�ht and Authoritv Representative. All assets, revenues, oblisations and expenses
of RiverCentre shall be held and incutted by Manager for the Authority's account, and the Authority shall
oversee operations of RiverCentre and its financial results through the budget and repoRing process
specified in Section 6. Manager shall report to the Authority through an individual designated by the
Authority as "Authority Representative," who shall be an employee or consultant of the Authority.
Manager shall designate its highest ranking officer to report to the Authority Representative as the
"Manager Representative" described in this Agreement. The Authority shafl designate the Authority
Representative by notice to Manager within five days afrer the date of this Agreement and shall thereafrer
from time to time redesignate, replace and otherwise take such action as necessary to cause there to be a
duly designated and authorized individual serving as Authority Representative at all times. The Authority
shall cause the Authority Representative to oversee performance of this Agreement, respond to Manager's
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inquiries and consult with Manager at aIl times regarding the operations of RiverCentre and achievement
of its public-purpose objectives. The Authority shall authorize and cause the Authority Representative to
review actions proposed by Manager that require approval by the Authority hereunder and, with respect to
such proposed action, receipt by Manager of written approv�t si�ned by the Authority Representative
sha(I be "Authority Approval" ( rop vided, however, that any approval of an Extraordinary Contract,
proposed operating budget or p�oposed capital bud=et shall also require the approval of the Authority's
Commissioners and signature of the Authority's chair). If at any time Manager submits to the Authoriry
or the Authority Representative notice of any proposed action and the Authority Representative does not
provide to Manager notice of approval or disapproval of such proposed action within 15 days following
the date on which Manager gives such notice, then Authority Approval for such action shall be deemed to
have been given by the Authority on the 16` day following such date.
3.2 Use bv the Authoriri. The Authority shafl have the right to use RiverCentre for events of
the Authority or the City or their respective designees and for the benefit of the community (including for
exampfe, Authority meetings, training for Authority personnel and public events) on a rent-free or
reduced-rent basis, as the Authority may determine frcrrc time to time. Direct expenses related to such
rent-free or reduced-rent use (including, for example, utilities, heatin� and air conditioning, ins¢rance,
and personnel for stage work, electrical work, tickets, cfeaning, securiry and other services) would be paid
by the Authority or its designee. Such use by the Authority shal( be subject to such terms as the Authority
and Manager may determine from time to time, shall not unreasonably compete or conflict with paying
events at RiverCentre, and shall be booked in advance (and may be moved from their respective
customary dates) with reasonable notice in accordance with RiverCentre policies having Authority
Approval, as in effect from time to time. Exhibit 3.2 is a(ist of recurring events that the parties expect to
accommodate underthis section.
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Section 4. Contracts ReQardine RiverCentre -
4.1 Extraordinarv and Ordinarv Contracts.
(a) "RiverCentre Contract" shall mean at any time a use a�reement, license, provider
agreement, supply contract, service a�reement and other contract or agreement of any kind (other than
any colfective-bargaining agreement) that is in effect at such time with respect to RiverCentre (and shalf
include each Extraordinary Contract and each Ordinary Contract, as defined below). BYhibit 4.1 is a list,
provided by the Authority, of each RiverCentre Contract in effect as of the date of this A�reement. Each
use agreement shall contain a provision reserving to the Authority the right to receive 20 promotional
seats without charge (in each case in accordance �vith the Authority's most recent resolutions, of which
Manager shall have received copies by notice to Manager hereunder).
(b) "Extraordinary Contract" means onl}•
(i) the primary parking-management contract for RiverCentre, designated as
such in Exhibit 4.1,
(ii) the primary concessions contract for RiverCentre, designed as such in
E�ibit 4.1,
(iii) the primary food-and-beverage catering contract RiverCentre, designated
as such in E:chibit 4.1,
(iv) any RiverCentre Contract that replaces, estends or substantiafly amends
any contract referred to in clause (i), (ii) or (iii),
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(v) any RiverCentre Contract for sponsorship or advertising that creates
signage rights at RiverCentre for more than 30 consecutive days,
(vi) any RiverCentre Contract that, on the date when signed (the "signing
date"), creates non-terminable obligations that bind RiverCentre or the Authority and extend
more than 90 days beyond the Term, and
(vii) any RiverCentre Contract that the Authority may from time to time
designate by notice to Manager as an Ectraordinary Contract.
(c j "Ordinary Contract" means any RivecCentre contract that is no"c an Extraordinary
Contract (and, for example, shalf incfude maintenance ar.d repair contracts, service contracts, and event
and booking contracts, etc.).
4.2 Contract Administrator. Manager shall serve as contract administrator for each
RiverCentre Contract, shall cause performance of the Authority's obligations thereunder on behalf of the
Authority, and shafl represent the Authority and act on its behalf in monitorin� each other party's
performance thereof, collecting and disbursing funds, and dealin� with each other parcy in all respects.
Manager shall obtain Authority Approval in connection with any 2ction under an Extraordinary Contract
if the effect of such action is to extend, terminate, substantial(y amend or commence legal proceedings to
enforce such Extraordinary Contract. Mana�er shall have the responsibility and sole authority to enter
into any Ordinary Contract as the Authority's a�ent and on the Authority's behalf (subject to Szction 43),
but Manager shall not enter into any Extraordinary Contract without Authority Approval. If any
RiverCentre Contract �vere entered into with respect to both RiverCentre and the Arena, then Manager
shall cause the terms thereof to be such that neither RiverCentre nor the Arena receives benefits
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thereunder (or incurs costs thereunder) that are dispropoRionate to its respective interest in such
RiverCentre Contract. In connection with Manager's providing the reports referred to in Section 6.4(a),
Manager shall provide management reports regarding the status of RiverCentre Contracts and significant
developments related thereto.
43 Contracts with Aff(iates. The Authority and Manager acknowled�e that, from time to
time, an entity in which Manager has an interest (or is otherwise affiliated) may be in the business of
providing goods or services necessary or desirable for operations of RiverCentre and may propose a
contract for that purpose. tf Mana�er has (a) disclosed such interest or affiliation to the Authority,
(b) demonstrated to the Authority's satisfaction that the proposed terms are competitive with those
available from non-affiliated vendors and (c) received Authority Approva( for such contract, then
Manager may enter into such contract with such affiliated entity. (Such showing of competitive terms
may be through a request-for-proposal process, verification from a mutually acceptable third-party
consultant or other mztho� satisfactory to the Authority.)
4.4 Mutuallv Advantaseous Arransements. The Authority and Mana�er acknowledge that
each of them may from time to time have agreements or other arrangements with suppliers, vendors and
other providers of goods and services that include favorable terms, and each shall use its best efforts to
make such favorable terms available to the other. Manager will use its best efforts to use such terms to
reduce the costs and improve the efficiency of RiverCentre operations.
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Section 5. Personnel
5.1 Emplovment and Suoervision• Apoointment of Executive Director.
(a) During the Term, Mana�er shall select, emptoy, train, and provide, for work at
RiverCentre, qualified employees of Manager (in sufficient number to satisfy the performance standards
of this Agreement at all times).
(b) Manager shall train and provide alt necessary qualified supervisors for employees
at RiverCenYre and shall assign to RiverCentre a fully qualified facility manager (the "Executive
Director"). If at any time the Authoriry reasonabty determines that performance of the E.xecutive Director
is deficient, then the Authority may, by notice to Manager, repoR such determination and the specific
deficiencies so determined, and Manager shall take al! reasonable actions to remedy any such deficiencies
and shafl report the resu(ts of such remedial actions to the Authority within 30 days foltowing receipt of
such notice. If the Authority reasonably determines that performance of the Executive Director remains
unsatisfactory, then the Authority may, by netice to Manager given within 30 days after the Authority's
receipt of such report, inform Manager of such determination (including the reasons therefor), and
Manager shall, within 30 days following receipt of that repoR, remove such Executive Director and
appoint a replacement Executive Director with Authority Approval (which shall not be unreasonably
withheld or delayed).
52 Existin� Em�lovees. The Authority has provided to Manager the information stated in
Exhibit 5.2 hereto, incfuding the name, position and collective-bargaining representation (if any) of each
person who is, as of the date of this Agreement, empfoyed at or in connection with [ZiverCentre (each an
"Existing Employee"). The Authoriry will provide layoff notices to each Existing Employee stating that
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the last day of employment with the Authority/City will be June 30, 2000. Such notices will comply with
City ordinances and collective-bargainingagreemenu.
53 Colfective-Barsainins Aereemenu. Execution by Manager of collective-bargainin�
agreements covering each Existing Empfoyee who is represented by a unioo or other coliective-
bargaining representative is a condition precedent to Manager's obligations under this Agreement.
5.4 Offers of Emoloyment.
(a) Commencing on the date of this Agreement, the Authority shafl provide to
Manager access to each Existing Employee for purposes of interviewing, offering employment,
completing pre-employment documents and exp(aining Manager'c employment-related rules and bznefits.
(b) Manager shall make a written offer of empfoyment (each an "Offer") to each
Existing Employee, for employment by Mana�er, commencing on the Start Date. Manager sha{i make
such Offer within five days after the date of this Agreement and shall keep such Offer open for at least 10
days after it is received by such Esisting Employee.
(c) For each Existing Emp�oyee, such Offer shall include (i) waoes at a rate not less
than that now in effect for such Existing Employee, (ii) position and duties substantially the same as those
now assigned to such Existing Employee and (iii) if such Existing Empfoyee is represented under a
collective-bargaining agreement, such terms and conditions as are required thereby.
(d) Manager shall hire each Esisting Employee who accepts such Offer, and shalf
employ such Existing Employee, commencing on the Start Date.
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5.5 Emolovee Benefits. Manager shalt provide, to each Existing Employee who accepu such
Offer, health coverage and other employee benefits in accordance with Manager's employee-benefit plans
referred to in Exhibit 5.5.
5.6 Assumed Oblieations. For each Existino Employee hired by Manager (a "Hired
Employee"), the Authority shall provide to Manager within ten days fotlowing the Start Date an accurate
statement of all the Authority's obligations to such Hired Employee for accrued vacation; compensatory
time; and sick time, severance pay and benefits in lieu of retiree health coverage. Manager sha[I assume
such obligations and satisfy them when due. Notwithstanding the foregoing, however, such assumed
obligations are limited as foftows:
(a) Por acccued vacation, (i) the total cf al! obtigations so assumed sha(t not esceed
$76,000 payabfe in cash, and (ii) Manager shail allow each Hired Employee to carry forward up to ten
days of acc; ued vacation. To the extent that Hired Employees do so, the tota! payable in cash shall be
reduced by the doliar amount attributable to alf days so carried fonvard.
(b) For compensatory time, the total of all obligations so assumed shail not exceed
$136,000 payablein cash.
(c) For sick time, severance pay and benefits in lieu of retiree health coverage, the
total of all obligations so assumed shall not exceed
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(i) for each Hired Employee, a deposit to his or her 401(k) account, to be
made on December3l of each of the years 2000 throu�h 2003 (which deposit shall be $t50 in
2000 and $300 in each of 2001, 2002 and 2003), orovided, however, that such deposit shall be
paid for any year only if such Hired Employee remains employed by Manager on December 31 of
that year; and
(ii) for each Hired Employee, another deposit to his or her 401(k) account on
February 1, 2001; February 1, 2002; and February 1, 2003 (which deposit shall be in the amount
stated as "One Time Retirement Cost" for such Hired Employee in the statement referred to
above), �rovided, however, that (A) the total of all such deposits in 2001 shall not exceed
$ I50,000; the totaf of all such deposits in 2002 shal l not exceed $50,000; and the total of al! such
deposits in 2003 shall not exceed $30,000; and (B) Manager shall allow each Hired Employee to
carry forward up to five days of sick time and, to the ertent that such Hired Employee does so,
then such deposit for such Hired Employee shall be reduced by the dollar amount attributabfe to
all days so carried forward.
5.7 No Soficitation. The Authority shal] not, during the Term or during the period oF one
year after any termination of this Agreement, solicit for employment one senior manager then empioyed
by Manager and designated for continued emp(oyment by Manager, provided that the Authority is not
prohibited from employing such designated senior manager if such mana�er applied independently for
such employment without any solicitation by the Authority.
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Section 6. OoeratinQ Year: Budaets; Reports
6.1 Calendar Year. Operations, accounting and reporting for RiverCentre shall be conducted
on the basis of the calendar year, commencing January I and ending December 31, and each reference
herein to a year means the calendaz year (unless otherwise specifically stated).
6.2 Ooeratin Budaets. For each year, Manager and the Authority shatl establish and
approve an operating budget for RiverCentre (each an "Approved Operatin� Bud�et") in accordance with
the following:
(a) For each year commencing with 2001, Manager shall submit to the Authority, by
the immediately preceding September l, a proposed operatin� budget stating all anticipated revenoes and
expenses related to RiverCentre for such year, in the format set forth in Eshibit 6.2. Manager and the
Authority shall discuss such proposed operating budget and, if they approve in �vriting an operating
budget and such budget is also given preliminary approval by the Mayor and the Saint Paul City Council,
in each case by the immedia[ely preceding October 31, then the operating bud�et so approved shal[ be the
Approved Operating Budget for such year, unless amended by the City Council with the approval of the
Mayor prior to final adoption of such operating bud�et in accordance with Minnesota [aw and City
ordinance. If the ope�ating budget is so amended, then Manager and the Authority shatl discuss the
amended budget. If they agree to accept such amended budget, then it shall be the Approved Operating
Budget for such year. If they do not agree to accept such amended budget, then Manager shal{ have the
same right of termination as provided in Section 2.6.
(b) Any Approved Operating Budget may be amended at any time by a writtzn
amendment that is apgsoved by the City Council and esecuted by the Authority and Manager.
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6.3 Accountins. Recordins and Allocations.
(a) Manager shall maintain complete accounting records relating to RiverCentre and
shall establish intemal-control policies and practices �vhich are in accordance with generally accepted
standards in the facitities-mana�ement industry and any additional requirements of the Minnesota State
Auditor.
(b) Manager shall cause aIl revenues from RiverCentre earned and due after July t,
200Q to be separately recorded and reported (on a direct basis) to the greatest estent possib{e. If any
revenue shall be attributable to both RiverCentre and the Arena (including, for esample, revenue from a
single event using RiverCentre for part of a day and the Arena for the balance of such day), Manager shall
allocate such revenues on the basis of the respective rate cards then in effect for RiverCentre and the
Arena (or, for any particular event, on sach other basis as Manager may determ�ne with Authority
Approval).
(c) Manager shall cause all eYpenses for RiverCentre incurred after July 1, 2000, to
be separately recorded and reported (on a direct basis) to the greatest extent possible (including, for
example, separate metering of utilities, separate recording of direct-labor hours, altocation of vacation,
retirement and other beneftt costs in accordance with such direct-labor hours, separate invoicing or
itemizing of maintenance and repairs, and separate time recording of employees, inc(uding those
dedicated 100% to RiverCentre operations, such as a dedicated marketing manager). For each year, if any
expense shall be incurred for the henefit of both RivecCentre and the Arena, such expense shall be
allocated between them on a basis determined with Authority Approval in connection with t6e Approved
Operat+ng Budget for that year. The Authority and �tanager acknow(ed�e that from time to time an
opportunity for combined use of RiverCentre and the Arena for an event or other purpose may involve
espenses not anticipated in the Approved Operating Budget. To realize the benefits of such an
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opportunity, the Authority and Mana�er may determine to allocate such espenses so as to reflect the
respective costs and benefits of such event for RiverCentre and the Arena. The espenses of the Authority
and iu staff will be accounted for separately by the Office of Financial Services within the Authority's
Administrative Budget (as herein defined). '
6.4 Monthlv and Annual Reoorts.
(a) Within 20 days following the end of each month during the Term, Mana�er shatl
submit to the Authority an unaudited written operating statement (the "Month(y Staterrcent') showin„ for
such month and for the year to date, (i} all gross revenues and espenses from operations of RiverCentre,
in each case presented in the same manner as in the Approved Operating Budget for such year and (ii) for
each fine item, a comQarison of actual results to those stated in the Approved Operating Budget.
(b) Within 60 days following the end of each year, Manager shalf submit to the
Authority a written operating statement for such yeat (the "Preliminary Report") stating for such year a1l
revenues and actual expenses from operations of RiverCentre. Unless the Authority gives notice to
Manager of a good-faith objection to a material aspect of the Preliminary Report before the 30`" day
following the Authority's receipt thereof, the Preliminary Report shall then become binding upon
Manager and the Authority a�d shall be the "Annual ReporY' for such year, and such 30` day shall be the
"Annual Report Date" for such year.
(c) If the Authority (by notice given to vfanager before the close of business on such
30` day) objects in good faith to any material aspect of the Preliminary Report, then only those aspects as
to wh+ch the good-faith objection was made shatf not become binding, the Authority and Manager shall
discuss the objection and, if they sign a written agreement amending the Preliminary Report, then the
Prefiminary Report, as amended by such written agreement, shall become binding and shall become the
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Annual Report and the date of such written agreement shaii be the Annual Report Date. If che Authority
and Nlanager do not sign a written a�reement within 30 days after the Authority eives such notice of
objection, then the matter objected to (and only such matter) shall be submitted to a nationally recognized
firm of certified pu6lic accountants selected by the Authority and Manager (whose fees shall be divided
equally beriveen the Authority and Manager), who shall resolve the dispute and submit a writte�
statement of such resolution, which statement, when delivered to the Authority and to Manager, shal]
become binding. Such statement (combined with those aspects of the Preliminary Report as to which the
Authority did not timety provide notice of objection) shall be the Annual Report and the date on which
such accountants submit such statement to the Authority and Manager shat( be the Annual Report i�ate.
(d) Each Annuat Report shalf remain subject to the Authority', audit rights under
Section 10.
6.5 Capital Expenditures. For each year, Mana�er and the Authority shall establish and
approve a budget for capital espenditures at RiverC;entre during sucfi year (each an "Approved Capitaf
BudgeP'), which shall ;tate all capital projects to be commenced at RiverCentre during that year and the
financing sources to pay for those projects, including those anticipated to be started and completed in the
same year and those anticipated to continue into subsequent }'ears (each a"multi-year project' ), in
accordance with the following:
(a) For each year commencing with 2002, Manager shall submit to the Authority, by
the immediateiy preceding September I, a proposed capital budget stating all anticipated material capital
expenditures refated to RiverCentre for such year, in such format as the parties s5a11 hereafter agree.
Manager and the Authoriry shall discuss such proposed capital bud�et and, if they approve in writing a
capital budget for such year and such capital budget is also given preliminary appro�al by the Mayor and
the City Council, in each case by the immediately preceding October3l, then the capital budget so
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approved shall be the Approved Capital Budget for such year, unless amended by the City Council with
the approval of the Mayor prior to the finaf adoption of the capital bud�et in accordance with Minnesota
law and City ordinance. If no capital budget for such year is finally adopted and approved by the
beginning of such year, then the Approved Capital Budget for such year sha(1 consist of each multi-year
project included in any previous Approved Capital Budget that is not yet completed.
(b) Any Approved Capital Budget may be amended at any time by a written
amendment that is approved by the City Council and executed by the Authority and Manager.
(c} For each month during which ManaQer makes any material capital expenditures,
Manager shall provide to the Authority, in connection with the Monthly Statement for that month, a
written summary of such capital expenditures.
(d) Manager shal( not make any material capital expenditures unless included in an
Approved Capital Budget or otherwise approved by the Authority.
(e) All expenditures related to the project currently in process to repair and improve
the RiverCentre parking ramp (planned for comp(etion during 2001 at an estimated project cost of
$9.5 million) shall be managed and paid for by the City.
6.6 Authoritv Administrative Budoet. The Authority will annually approve and manage an
administrative budget (the "Administrative Budget"). The Administrative Budget will include the
expenses directly related to the operation of the Authority and other expenses it may approve, incfudin;
the mana�ement fee to be paid to Manager.
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6.7 Citv Council Approval. The Authority shall - have no obligation to pay operating
espenses for a year unless and until the Authority shall have made an appropriation approved by the City
Council and the Mayor through the annual budget approval process to fund the operation of the Authorify
and RiverCentre for such yeac From and after such appropriation is approved by the Mayor and City
Council, the Authority shall pay the operatin� expenses for such year to the extent described elsewhere in
this Agreement.
6.8 Modifications to Budoets. All modifications to the Approved Capital Budget and
Approved Operating Budget during any year shafl be subject to prior written approval by the Authority
and Mana�er. Any expenditures made by Manager which are not included in such budoets shali be the
financiai responsibility of Manager unless approved by the Authoriry.
6.9 Operatina, Standards. As part of each yearly budget process (commencing with that for
2001), the Authcrity and Manager shall establish the Operatieg Standards for that year and include such
Operating Standards as part of the ApQroved Operating Budget for that year.
Section 7. Receipts and Disbursements: Fundin¢
7.1 Receiots and Disbursements.
(a) Manager shall estab(ish and maintain for RiverCentre such fully insured bank
accounts as needed from time to time for receipts, disbursements, payroll and other operations of
RiverCentre, with signature authority in such employees of Manager as Manager shall determine and
report to the Authority (co(lectively, the "Operating Accounts"). All revenues collected from operations
of RiverCentre shall be deposited into the Operating Accounts and Manager shall cause ali expenses and
disbursements related to RiverCentre to be paid from the Operating Accounts. Manager shall institute
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and abide by a cost allocation and accounting system, subject to approval by the Authority (which
approval shalf not be unreasonably withheld or delayed). Any changes to such system shall be subject to
approval by the Authoriry {which approval shall not be unreasonab(y withheld or delayed). When the
Authority approves or amends any such cost a[location and accounting system, then the Authority shall
forward such system to the Mayor and City Council for review, comment and finaf approval.
(b) Ail revenues coflected from operations of RiverCentre are the sole property of
the Authority and shalf be held in trust by Manager for the Authoriry for application as provided in this
Agreement. Any amounts remaining in any Operating Accounts, upon terminatio� of this Agreement and
after payment of espenses as provided herein, shall be paid to the Authority. If any of such revenues are
lost, stolen or otherwise unlawfully removed from the custody and control of Manager, then Mana�er
sha41 continue to be responsible therefor and Manager shall indemnify the Authoriry from and against
such Ioss by making payment to the Authority within 48 hours of discovery of such loss, theft or unlawfiil
removal.
7.2 Fundin�. For each month, Manager shall provide to the Authority, at least seven days
prior to the first day of such month, a report of the funds balance projected to be available in the
Operating Accounts at tfie start of such mon[h and projected cash receipts and projected cash espenditures
during such month. If and to the extent that such projected expenditures exceed the sum of such projected
balance plus projected receipts, then the Authority will transfer to the Operating Accounts an amount
equal to such excess. If and to the estent that such projected espenditures are less than the sum of such
projected balance plus projected receipts, then Mana�er will transfer to the Authority the amount by
which such projected expenditures are less.
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73 No Obliaation of Manaeer to Fund. Except as agreed to in Section 5 hereof, Mana�er
shall have no obligation to fund any cost, expense, liability or espenditure with respect to RiverCentre or
operations thereof.
Section S. Manasement Fees: Commissions
8.1 Manaeement Fees. The Authority shall pay to Manager management fees, which shaif
consist of
(a) base amounts, determined as described below (the `Base Amounts"), plus
(b) amounts based on the Operating Standards, determined as described befow (the
"Quality Amounts"), plus
(c) amounts based on Gross Revenues (as hereinafter defined), determined as
desccibed below (the "Revenue Amounts').
8Z Base Amounts. The Base Amounts shall be $14,666 per month during 2000, $14,583 per
month during 2001, $15,416 per month during 2002, $16,66b per month during 2003, and such per-month
amount during 2004 as the parties shall hereafrer agree. The Authority shall pay such Base Amounts for
each month on or before the first day of such month.
83 Ouatitv Amounts. For each of the years 2001 through 2004, the Authority will evaluate
Manager's performance in achieving the Operating Standards for that year and will assign to such
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performance a peccenta�e based on the Authority's reasonabte determination of the estent to which such
Operating Standards were achieved during that year. The Quality Amount for such year shall be an
amount equal to 525,000 multip(ied by such percenta�e (e if the percenta�e so determined by the
Authority were 90% for 2002, then the Quality Amount for 2002 would be $22 For each year, the
Authority shall pay the Quality Amount by February 28 of the immediately foilo�ving year.
8.4 Revenue Amounts.
(a) For each of the years 2001 through 2004, the Revenue Amount shall be
(i) $50,000 if Gross Revenue equals or exceeds the First Target for that year,
plus
(ii) an additional $50,000 if Gross Revenue equals or e:cceeds the Second
Target for that year.
(b) For any year, "Gross Revenue" shall mean all revenue from (i) rentals,
(ii) service income, (iii) food and beverages, and (iv) novelties. Gross Revenue shall be calculated and
classified in a manner consistent with the practices reflected in the budgets and operating statements of
RiverCentre for 1999 and 2000 heretofore received by Manager rovided, however that any revenue that
wouid cause any taY-exempt bonds to become taxable private activity bonds cannot be earned by the
Authority or counted as Gross Revenue).
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(c) For each year referred to below, the First Target and Second Target shall be as set
forth below:
Year
2001
2002
2003
First Taroet
$3.75 million '
$3.90 million
$4.Q0 mitlion
Second Taroet
$4.00 million
$4.15 mifiion
$4.25 million
For 2004, the First'iarget and Second Target shall be such amounts as the parties shafl hereafter agree.
8.5 Commissions
(a) For each New Contract (as defined below), the Authority shafl pay to Mana�er a
commission for each year in which RiverCentre receives advertising payments, sponsorship fees, rights
fees or other revenues under or with respect to such New Contract ("New Revenue"). Notwithstanding
the foregoin�, however<
��)
Section 8.4(b) and
(ii)
"New Revenue" does not include any amount referred to in
in the case of any New Contract that is an Extended Contract (as defined
below), "New Revenue" for any year shalf inean onty such payments, fees and revenues as
exceed those that would have been received in such year had such Extended Contract continued
into such year on the same terms as in effect on tfie Start Date. (For esample, if a sponsor
contract in effect on the Start Date called for payments of $50,000 to RiverCentre in 2003 and
such sponsor contract were amended after the Start Date so as to call for payments of 560,000 in
2003, then $10,000 of such $60,000 would be New Revenae for 2003.)
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(b) The amount of such commission for each New Contract shaff be 20°/a of all New
Revenue. Upon receipt of any amount of New Revenue, the Authority shail pay the applicable
commission to Manager e.o., if amounts received under a New Contract consisted of $10,000 in Ianuary
2004 and $10,000 in July 2004, Yhen the Aathority would pay to Manager a commission of $2,000 in
January 20Q4 and a commission of $2,000 in 3aly 2004}.
(c) "New ContracP' shall �nclude (i) any contract, agreement or other arrangement
for advertising, sponsorship, signage, publicity, promodon, marketing or similar rights at RiverCentre that
is entered into during the Term and (ii) any renewa3, extension, amendment or oiher change to any
contract, agreement or arrangement existing before the Term that has the effect of estending such esisting
contract, agreement or arrangement or increasing the amounts payable thereunder (an "Extended
Contract").
8.6 Limitation. For each of 200] through 2004, the Base Amounts payable to Mana�er for
such year shall be at least 50% of the total payable to Ntanagec for such year under Section 8, and the
requirement of this sentence shall be the "50% Test " lf, for any of such years, the 50% Test would not be
satisfied in the absence of this senteace, then the Revenue Amount for such year shall be reduced by the
smallest amount (ifany) as is necessary to cause the 50% Test to be satisfied (and, if the Revenue Amount
were reduced to zero in accordance with this sentence and the 50% Test remained unsatisfied, then the
commissions payable for such year shall be reduced by the sma(lest amount as is necessary to cause the
50% Test to be satisfied).
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8.7 Prorated Amounts. In the event of any termination of thisAgreement tha3�-does not occur
at the end of a year, the Authoriry shali pay to Mana�er:
(a) for the month that includes the date of termination, an amount equal to the Base
Amount for such month, prorated through the date of termination (which amount shali be paid within ten
days after the end of such month); pius
(b) for the year that includes the date of termination, the Quality Amount for that
year, prorated through the date of termination, which shall be paid within ten days after the date of
termination; plus
(c) for the year that inciudes the date of termination, a prorated portion of the
Revenue Amount for such year, which shall be paid within ten days after the date of tertnination and
detecmined by
(i) multiplying the Second Target for such year by a fraction, of which the
numerator is the number of days in such year elapsed through the date of termination and the
denominator is 365 (which shall be the "Prorated Ta aet");
(ii) determining the percentage represented by (A) actual Gross Revenue
through the date of termination divided by (B) the Prorated Target; and
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(iii) multip(ying such percentage by $125,000; plus
(d) alt unpaid commissions on New Reven�e received (whether received before or
afrer the date of termination), which commissions shall be paid upon receipt of such New Revenue.
Section 9. Indemnification and Insurance
9.1 Indemn i fication
(a) Manager shall indemnify the Authority from, and defend and hold the Authority
harmless from and against, any damages, tiabilities, claims, judgments and expenses, including
reasonable attorneys' fees ("Losses"), suffered, incurred or sustained by the Authority resultino from or
arising out of
(i) any 6reach of this Agreement by Manager,
(ii) the inaccuracy, untruthfu[ness or breach of any representation or
warranty made by Manager in this Agreement; or
(iii) any claim for damages (whether for personat injury, property damage or
otherwise) resulting from any negiigence, misconduct or other act or omission by Manager.
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(b) The Authority shatl indemnify Manager from, and defend and hold Manager
harmless from and against, any Losses suffered, incurred or sustained by Manager resulting from or
arising out of
.
(i) any breach of this Agreement by the Authoriry;
(ii) the inaccuracy, untruthfulness or breach of any representation or
warranty made by the Authority under this Agreement; or
(iii) any claim for damages (whether for personal injury, properry damage or
otherwise) resulting from any negfigence, misconduct or other act or omission by the Authority.
Notwithstanding the foregoing, however, nothing in the Agreement shall cause (or be construed as) a
waiver by the Authority of any limitation on municipal liabiliry under Minnesota Statutes Section 466.01
et seg. or as a waiver of any common-law immunity or [imitation of tiability, all of which are hereby
reserved by the Authority.
(c) If any third-party claim is asseRed against a party entitled to indemnification
hereunder (the "Indemnified Party"), then the Indemnified Party sha(f promptly give notice thereof to the
party that is obligated to provide indemnification (the "Indemnifying Party"). Upon receipt of such
notice, the Indemnifying Party shall immediately and fufly investigate and defend such ctaim, at the
Indemnifying Party's sole cost and expense. The Indemnified Party shall cooperate in all reasonable
respects with the Indemnifying Party and its attomeys in the investigation and defense of such claim and
any appeal arising therefrom, and the Indemnified Party may, at its own cost and expense, participate,
through its attomeys or otherwise, in such investigation, defense and appeal. No settlement that involves
a remedy other than payment of money by the [ndemnifying Party shall be entered into without the
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consent of the [ndemnified Party. if the Indemnifying Party does not promptly defend such claim in
accordance herewith, then the Indemnified Party may defend such claim in such manner as it may deem
appropriate, at the cost and expense of the Indemnifying Party (but the Indemnified Party's doina so shall
not reduce to any extent the Indemnifying Party's obligations hereunder).
92 Insurance.
(a) Manager shall, on the Authority's behalf, keep in force throuahout the Term
(i) one or more policies of commercial liability insurance, coverin� al!
operations of RiverCentre and acts or omissions of RiverCentre personnef (including Mana�er's
employees and services under this Agreement), which insurance shal( have lim'sts not less than
$I million for bodily injury and $1 million for property damage;
{ii) one or more policies of automobile insurance, covering vehides operated
in connection with RiverCentre, having a combined singfe limit of not less than $ I million;
(iii) one or more policies of worker's compensation insurance, covering all of
Manager's employees providing services at RiverCentre;
(iv) all-risks properiy and casualty insurance, covering RiverCentre, together
with a full replacement-costendorsement and a vandatism and malicious-mischiefendorsement;
(v) broad-form boiler and machinery insurance, with full repair and
replacement cost coverage;
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(vi) loss-of-income and business intercuption insurance, covering risk of loss
due to the occurrence of any hazards insured against under the insurance referred to in clauses (i)
and (ii), in an amount not less ihan one year's loss of income; and
(vii) insurance a�ainst theft and other financial crimes (inclading those
referred to in Section 7.1(b)).
(b) Manager shall cause each of the Authority and Manager to be named as an
insured under each of such policies. Manager shall include the costs of a(I such insurance in each
proposed operating budget (sub,{ect to the Authority's approval by inc(asion in the Approved Operatin�
Budget) and shall pursue opportunities to reduce insurance costs through policies covering both
RiaerCentre and the Arena. At the Authority's request, Mana�er shalt deliver to the Authority an original
or a certified copy of each of such policies confirming the existence of all such coverage, together with an
endorsement to the effect that such policy will oct be canceled or materially changed without at least 30
days' advance written notice thereof to the Authority.
Section 10, Ownershin of Assets; Related Oblieations: Audit Riehts
10.1 Ownersh ip.
(a) Each party acknowledges that the City owns all the buildings and real estate
comprising RiverCentre and alt re(ated equipment, fumiture, displays, fixtures, vehicles and similar
property now used in operations of RiverCentre (othec than any item that is held by the City under a lease,
in which case the City owns the lessee's rights therein), together with title to all intellectual property
rights now held in the Authority's name. Nothing in this Agreement shall affect the City's ownership.
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(b) The City shall continue to own al( consumable items that ue provided by the
Authority (such as office supplies and cleaning materiais), but such items may be ucilized and consumed
by Manager in the performance of services for RivecCentre under this Agreement. Manager may
purchase consumable items for RiverCentre parsuant to this Agreement, and such items shal( become the
property of the Authocity, but may be used and consumed by Mana�er for operations of RiverCentre
under this Agreement. Manager may use RiverCentre property and related assets of the Authority for
operating RiverCentre and otherwise performing services under this Agreement. Manager and the
Authority acknowledge and agree that, in order to achieve efficiencies and avoid duplication of costs,
Manager may use equipment and other property of the Arena for maintenance, repairs and other
operations of RiverCentre (and may similarly use equipment and other property of RiverCentre for
operations of the Arena), but such use shall not affect ownership of any equipment or other property, and
Manager shall provide for al( proper[y of RiverC'entre the same care and custody as it provides for
properiy of the Arena. Manager shall not take or use, for purposes other than mana�ement or operations
of RiverCentre, any customer or exhibitor lists or similar materials developed by the Authority for the use
of RiverCentre unless Manager receives Authority Approval. [f Manager purchases equipment,
furnishings, materials, or other personal property at Authority expense for use at RiverCentre, then title
thereof shall vest in the Authority, automatically and immediately upon purchase. Manager shall not
pledge, encumber or othenvise alienate or assign for any purpose any assets or Qroperty of the City or the
Authority without Authority Approval.
(c) All operating reports provided to the Authority by Manager hereunder, together
with all books and records of RiverCentre maintained by Manager on beha(f of the Authority, and alt
other infoanation and documents now in existence at RiverCentre shalt be (and shaif remain) the properry
of the Authority and shalf be subject to such pubtic disc(osure and other requiremenU as may be imposed
by Minnesota law regarding data practices and related matters. (AII financial statements of Manager and
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books and records of Manager shall be, and shall remain, private financia[ records, not subject to such
disclosure.)
10.2 Authoritv ObliQations. Throu?hout the Term,�the Authority will maintain full (egal and
beneficial ownership of RiverCentre and wilt pay, keep, observe and perform all payments, terms,
covenants, conditions and obligations under any bonds, debentures or other obligations, security
agreements or contracts to which the Authority may be bound.
103 **[intentionallv deleted}**.
Section 11. Reoresentations and W
IL1 Reoresentations and Warranties of Mana er. Manager represents and warrants to the
Authority as follows:
(a) Manager is a limited liability company duly organized and validly existin� under
the laws of the State of Minnesota.
(b) Manager has all requisite power and authority to execute and deliver this
Agreement and perform a(t of its obligations under this Agreement.
(c) Execution, detivery and performance of this agreement by Manager wifi not
breach or violate any provision of the organizational documents of Manager or of any indenture,
mortgage, lien, tease, material agreement, order, judgement or decree to which Mana�er is a party or by
which its assets or properties are bound.
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(d) Execution, delivery and performance of this Agreement have been duly
authorized by Manager, and this Agreement constitutes a valid and bindin� agreement of Manager,
enforceable in accordance with its terms.
(e) Manager is in compliance in all material respecu with alt laws applicable to
Mana�er (except for any failure to compty that would not have any material adverse effect on Manager's
abiiity to fulfiil its obligations under this Agreement).
(� There is no outstanding litigation or other le�al dispute to which Mana�er is a
party which, if decided unfavorably to Manager, would reasonably be eYpected to have a material adverse
efFect on Manager's ability to fulfill its obligations under this Agreement.
(g) All information provided by Manaaer that is included in this Agreement
(including any Exhibit heretu) is accurate and complete in all materiat respects, does not contain any
untrue statement, and does not omit any statement or information necessary to make such information
correct and complete in all material respects.
11.2 Re�resentations and Warranties of the Authoritv, ihe Authority represents and warrants
to Manager as follows:
(a) The Authority is organized as an agency of the Cin�, va(idly existing and in good
standing under the laws of the State of Minnesota.
(b) The Authority has all requisite corporate power and authority to e�ecute and
deliver this Agreement and perform all of its obligations under this Agreement.
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(c) Esecution, delivery and performance of this agreement by the Authoriry wifl not
breach or violate any provision of the organizational documents of the Authority or of any indenture,
mortgage, lien, lease, material a�reement, order, judgement or decree to which the Authoriry is a parry or
.
by which its assets or properties are bound.
(d) Execution, delivery and performance of this Agreement have been duly
authorized by the Authority, and this Agreement constitutes a valid and bindin� agreement of the
Authority, enforceable in accordance with its terms.
(e) The Authority is in compliance in all material respects with al! laws applicable to
the Authority (except for any failure to comp(y that would not have any material adverse effect on the
Authority's abilityto fulfill its obligations under this Agreement).
(fl There is no outstandina litigation or other legai dispute to which the Authoriry is
a party which, if decided unfavorably to the Authority, would reasonabfy be espected to ha��e any material
adverse effect on the Authority's ability to fu(fill 'sts obligations under this A�reement.
(gl All information provided by the Authoriry that is included in this A�reement
(including any E�chibit hereto) is accurate and complete in ail materiat respects, does not contain any
untrue statement, and does not omit any statement or information necessary to make such information
correct and complete in all materia! respects.
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5ection 12. Other Provisions
12.1 Relationshio. The paRies intend to create a retationship of independent contractors and
nothing in this Agreement shall be construed to make either parry a partner, joint venture, principal, agent
or employee of the other.
l22 Severabilitv. If any provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable, then each remaining provision of this Agreement shali nonetheless
remain in ful( force and effect.
123 Force Maieure; Certain Chanees to RiverCentre.
(a) Neither party shalt be obligated to perform hereunder and neither party shatl be
deemed to be in default if performance is prevented by:
(i) fire not caused by negligence of either party, earthquake, flood, act of
God, civil commotion, war, hostilities or other event, matter or condition of like nature;
(ii) any law, ordinance, rule, regulation or order of any public or military
authority (including any based on economic or energy controls, hostilities, war or govemment
law or regu(ation); or
(iii} any tabor dispute which results in a strike, picket or boycott affecting
RiverCentre o� services hereunder (unless such dispute shall have been caused by ille�al labor
practices or violations by such party of applicable collecti�e-bargaining agreements and there has
been a finaljudicial determination of such illegal labor practices or violations),
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(each a "Force Majeure EvenY').
(b) Neither party hereto shatl be under any obligation to suppty any service or
services, if and to the extent that doing so shall be prohibited or limited by any Federal, state or municipal
law, rules, re�ulation, order or directive.
(c) Except as otherwise espressly provided in this Agreement, no amount payable to
Manager for its services under this Agreemeat shall be increased for any inconvenience, interruption,
cessation, or loss of business or other foss caused, directly or indirectly, by any Force Majeure event, nor
shall any amount payable to Manager be reduced or withheld.
(d) [f any part of RiverCentre were destroyed, replaced, repaired, upgraded or
otherwise changed, the Agreement would continue in effect for all of RiverCentre (including that part),
and Manager would have the right to continue providing the services during such change (subject to
adjusting the management fee as the Authoriry and Manager may agree, based on any actual reduction oc
increase of services provided by Manager as a result of such change).
(e) The parties acknowledge that the Authority has commenced preiiminary
discussions regarding possible renovation or reconstruction of the Roy Wilkins Auditorium and that, if
such Auditorium is substantially renovated or reconstructed and the Authority enters into an operations
agreement with the Ordway Center for the Performing Arts regarding theatrical productions in such
renovated or reconstructed Auditorium, then the applicabte terms of this Agreement w ill be amended.
(fl The parties atso acknowledge that the Authority and the City of Saint Paut a�e
currently considering a pedestrian conrtection between RiverCentre and the skyway system of downtown
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Saint Paul. Such connection is expected to be completed in late 2001 and, upon completion, the
connection will be considered part of RiverCentre and Mana�er wi(1 cause it to be maintained on behalf
of the Authority (subject to Authority approval of revenues and costs in the annual budget-approval
process). �
12.4 Waiver. No delay or omission by either party to exercise any right or power it has under
this Agreement shalt impair or be construed as a waiver of such right or power (unless such rioht or
power is limited by a time period, in which case such right or power shall lapse only when such time
period shall expire). A waiver by any party of any breach of this Agreement or any obli�ation hereunder
shalt not be construed to be a waiver of any succeeding breach or any other obligation.
12.5 Headinos: References Of [nclusion. The headin�s of sec[ions, paragraphs and othe�
subdivisions of this Agreement are for convenience only and do not affect the construction or
interpretation of the Agreement. Each reference herein to "includino" or "includes" shall be deemed to be
foliowed by the words "without limitation."
12.6 Entire Aa,reement. This Agreament is the entire agreement behveen the parties with
respect to the subject matter hereof, and there are no other representations, understandings or a�reements
between the parties relating to such subject matter.
12.7 Survival. This Article 12 and each provision hereof shall survive the expiration or
term'rnation of this Agreement and shall remain in full force and effect notwithstanding any such
expiration or termination.
12.8 Third Partv Beneficiaries. This Agreement shall not inure to the benefit, or create any
right or cause of action in or on behalf of, any person or entity other than the parties.
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12.9 Assienment. Neither party may assien or transfer this Agreement or any rights hereunder
without the other party's advance written consent escept that if VIanager, by notice to the Authority,
proposes to assign this Agreement to an entity that (i) acquires or other�vise succeeds to al! or substantiatly
alt of Manager's business and assets, including management of the Arena, and (ii) before or at the time of
assignment assumes all of Manager's obligations hereunder and a�rees to perform or cause performance of
all of such obligationswhen due, then the Authority shall not unreasonablywithhold or delay such approval.
12.10 Governins Law. This Agreement and the rights and obligations of the parties under this
Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota,
without giving effect to the principtes thereof relating to conflicts of (aw.
12.1 I Disoute Resolution.
(aj For any dispuYe arising under this Agreement (inctuding any disputed ailegation
of default hereunder) that is not resolved informalty, either party may give to the oiher party notice of the
dispute, incfuding reasonable detail conceming any alteged deficiency in performance of the other party.
The Authoriry and Manager, respectively, shall cause the Authority Representative and the Executive
Director to meet in person at RiverCentre and attempt in good faith to reach an agreement resolving the
dispute. If they do not reach such an agreement within seven days after the date on which such notice is
given (the "Dispute Notice Date"), then each of them shall produce a detailed report about the dispute for
his or her respective chief executive officer or chief operatinL officer, who shall meet in person at
RiverCentre and attempt in good faith to reach an agreement. If the paRies have not signed a written
agreement to resolve the dispute within 30 days fo(lowing the Dispute Notice Date, then either party may
request mediation as provided for in subsection (b) below.
-41-
o t- �s�
(b) If any dispute between the parties under this Agreement is not resolved under
subsection (a), then, upon notice by either party, such dispute sha[I be submitted for non-binding
mediation before, and as a condition precedent [o, the initiation of any legal action regarding such dispute.
Each party shall participate in up to four hours of inediation (in each case as requested by such party's
chief executive officer or chief operating officer). The mediator shall be selected by the parties, or if the
parties fail to select a mediator within 10 days afrer siich netice is given, then either party may request
selection of a mediator by the administrator of the Ramsey County District Court Civil Altemative
Dispute Resolution Program, from its list of qualified neutrals. All espenses related to the mediation
shall be borne by each party, indiiding without limitation the costs ef aay experts or legai r,ounsel.
12.12 3urisdiction and Venue. Any legal action, suit or proceeding brought by it in any way
retated to or arising out of this Agreement shall be brought in the state courts of the State of Minnesota,
and each party hereby accepts and submits to the jurisdiction of'such scate courts with respeet to any such
action, suit or proceeding brought by or against such part,y. Each party waives any objection to the venue
for any such action, suit or proceeding being in such state courts.
12.13 Negotiated Terms. The parties acknowledge that the terms and conditions of this
Agreement are the results of negotiations beriveen the parties and that no part of this Agreement shall be
construed in favor of or aaainst any party 6y reason of the estent to which any parry or its professiona(
advisors participated in the preparation of this Agreement.
12.14 Notices. Each notice required or permitted under this Agreement shail be in writing and
shall be deemed given when delivered by mail, courier or facsimile to the address or facsimile number
specified below (and a paper copy of any notice by facsimile transmission shall be delivered within 24
hours after such transmission to the address specified below).
-42-
OI- l5�
If to the Authority: RiverCentre Authority
c/o City of Saint Paul
210 City Half
I S West Kellogg Boulevard ,
Saint Paul, Minnesota 55102
Attention: Authority Representative
FacsimileNo.: (651)266-8541
With a copy to: City Attorney's Office
City of Saint Paul
400 City Hall
Saint Paul, Minnesota 55102
Attention: RiverCentre Authority Aitorney
Facsimile No.: (651) 298-5619
[f ro Manager. Saint Paul Arena Company, LLC.
175 Kellogg Boulevard
Saint Paul, Minnesota SS IO2
Attention: Chris Hansen
FacsimileNo.: (651)222-1055
�Vith a copy to: Faegre & Benson LLP
2200 Nonvest Center
90 South Seventh Street
Minneapolis, Minnesota 55402-390i
Attention: WilGam R. Busch, Ir.
Facsimile No.• (612) 336-3026
Eiiher party may change its address or facsimile num6er for notice purposes by givin� the other
party i 5 days' notice of the new address or facsimile number and the date upon which it will become
effective.
12.15 Amendment. No amendment to any provision of this Agreement is valid unless in
writing and signed by an authorized representative of each party.
12.16 Counteroarts. This Agreement may be executed in any number of counterparts, each of
which will be deemed an original, but all of which taken together shali constitute one sing(e agreement.
-43-
�j1- tS �
12.17 Public Data. All of the data created, cotlected, received, stored, used, maintained or
disseminated by Manager with respect to RiverCentre in performin� the functions under this A�reement
are subject to the requirements of Chapter 13, Minnesota Statutes, and Manager agrees to comply with
those requirements as if it were the Authority or the City. �
12.18 Comeliance with Laws. Each party agrees to comply with all faws of the United States
of America and the State oF Minnesota (inc(uding the Minnesota Data Practices Act) and with all Saini
Paul Ciry ordinances and resolutions and wil( not do (or altow anyone under such party's controt to do)
anythin� during the term of this Agreement in vialation of any such �awc ordinances and resolutions.
12. (9 Convention and Visitors Bureau Aereement. The parties acknowledge that the City is a
party to an agreement (the "CVB Agreement") with the Saint Paul Convention and Visitors Bureau
("f'VB"} with respect tc the promotion and marketing of the City as a tourist and convention destination.
In section 2.4 of the CVB Agreement, the City has a�reed to use its best efforts to influence the Authurity
and Manager tc partner with the CVB in many ways so that the CVB can successfully market and
promote the City. Manager agrees to cooperate with the CVB as best it can in the ways specified in said
section 2.4.
�
o�-iSSl
IN WI"INESS WHEREOF, each party has caused this Agreement to 6e signed and detivered by
iu du(y -authorized representative, effective as of the date first above written.
Approved as to Form:
/
By:
City Attomey Saint Paul
CIVIC CENTER AUTHORfTY
An Agency of the City of Saint Paul
{also known as RiverCentre Anthority)
By: n ."� Q (� --
J e Rei
a ` J �--
Titte: ' ctor of Office of Financial Services
�
LLC
MI.6?l31I.1?
By:_
Title:
�U : �'�-�W `
� t'fi� �. \��l V.QI,��..�
�
�
nrJ..
�
-45-
Titfe: Mayor of City of Saint Paul
Exhibit A � ( — � s �
to Agreement for RiverCentre
(page 1 of I)
RIVERCENTRE�'
Ii7UUf}G{OhEEVU2GYP7A6 PDYWRA�'SM'.��107RR.(
175 Kellogg Baulevard, Saint Pavf, Minnesora SSiOZ Phone 651-Z6i-}g00 Fax 6SI-?65-4899 w�+w.rivercentre.org
or esY
Saint Paul RiverCentre
Exhibit 1.3
to Agreement for RiverCentre
(page 1 of 1)
Event Booking Guidelines
Touchstone Energy Ptace and Roy Witkins Auditorium
RiverCentre is a multi-use facility designed to host a variety of events. Every effort tivitl
be made to nccommodate client date hold requests based on the following guidelines:
First priority scheduling is for conventions, meetings, tradeshows and events that utilize
a minimum of 65,000+ gsf, 75% of facility meetina/banquet space and a minimum of
500+ hotel rooms peak night. Dates may be confirmed and the event contracted 36
months prior to the date of event.
Second priority scheduling is for conventions, meetings, tradeshows and events that
utilize 30,OOOt gsf, SO% of facility meetingl6anquet space and a minimum of 250+ hotel
rooms peak night. Dates may be confirmed and the event contracted 24 months prior to
the date of event.
Third priority scheduling is for all other events and/or single day events. These events
may be contracted at any time within 18 months of the event date (based on event
sizelrevenue to facility and/or first-come-first-serve basis 1-18 monfhs.)
RiverCentre date hofds may be established as follows:
Second Hold Facilities and dates are considered second option pending any other larger
group and are held on a tentative basis for the client.
First Hold Facilities and dates reserved first option for client. Client given
opportunity to sign a lease agreement or release first option hold (at
36(24(18 month date).
Booked Contracted and confirmed event. Signed lease agreement on file at
RiverCentre and receipt of rental down payment from client.
The responsibility for facility mazketing of RiverCentre is jointly shared by the staff of
RiverCentre (short term) and the staff of the Saint Paul Convention and Visitors Bureau
(long term.) Final facility price and lease agreement will be confirmed by RiverCentre
staff. RiverCentre and the Saint Paul Convention and Visitors Bureau reserve the right to
issue, modify or terminate booking policies in order to operate the facility in a sound
business manner which maximizes economic benefits to the facility and to the city of
Saint Paul.
For additional information please contact:
RiverCentre
Saint Paul CVB
Minnesota Wi1d
651-265-4800
wwcv.rivercentre.ors
651-265-44Q0
w�vw.sipaulcvb.or;
651-222-6020
ww�v.wild.com
�snai99�
ot- �s�s
Exhibit 32
to Agreement for RiverCentre
Recurrina Even[s
Hmong New Year
Festival of Nations
Rondo Days
Capitol Ciry New Year
M1.596i?7.05
C�I-t5 �
Exhibit 4.1
to A�reement for RiverCentre
(pa�e 1 of I)
Contracts Currentiv in Effzct
Food Service (Volume Services}
Parking Ramp (Standard Parking)
Soonsorshi�s
Touchstone EnPower Services
Treasure island
Pioneer Press
Minnesota Life
Coca Cola
Media One
Servic Aereements
Minnesota Elevators and Eagle Elevators
Lagerquist Escalators
Adams Pest Control
Powell Communications
MN Net Centre+c, etc.
Loomis Armored Seroice
American Security
ADT
Saint Pauf Bank — Cash Machine -
Ikun — Copier
Red Cross
Tennant — Sweeper
Sage Software — Accounting
AirTouch Cellular
U S WES"f
Missabe Group — Sponsorships
Pitney Bowes — Stamp Machine
Golden Gate Internet Services
ielecheck
TicketMaster
Emplovment Services
Kelly Temporary Services
Industriat Staffing
Parking Ramp Construction Contracts
SMMA Architects— Wi(kins Design
MI:6?5311.1?
o1-�S�
Exhibit 5.2
to Agreement for RiverCentre
(page 1 of 2)
c�i-�S�
Exhibit 5.2
to Agreement £or RiverCentre
(page 2 of 2)
O� i S Sl
Exhibit 5.5
to Agreement for RiverCentre
(page I of3)
Emp(ovee Benefits Psovided bv ManaQer
N
S
U
R
A
N
C
E
Health
Dental
S�ngte -1007a paid by employer
Fnmily - 50% pnid by empfoyer / 50% paid by employ¢e
50 � pnid by Employer !�OYe puid by Emptoyee
Life 1X Mnual Salary Benefit 100% paid by Employer
Accidetttal Oeath d� Dismemberment 1X Annual Salary 8enefit 1007< paid by Employet�
Paid Time OfF (PTO)
(�avers all pnid
absences - sick,
vacation,funerals,
etc. - used at employee
discretion)
Years
0-4
5-9
10-15
16-23
ofter 23
Dasof
20
26
29
33
36
Carryaver of 5 days of PTO at year-end nllowed
Disabil(iy
Holidays 7
Short term disability - 300% paid by Employer
2/3 of weekly earnings - rnaximum $500 per week
Lc�g term disa6itity - IOQ °� paid by Employer
2/3 of weekly eat^nings - maximum $6,000 per month
New Years Day Thanksgtvin9 Day
Mernorial Day pqY after TFiankSgiving
Independ¢nee pcy
la6ot Day
Ghristmas pay
Holdiay Pay. 1,5 ti rzg c o mpe nmtion an equ time off
c� 1- rSl
Exhibit 5.5
- to Agreement for RiverCentre
(page 2 of 3)
Em�lovee Benefits Provided bv Manaser
O
P
T
I
O
N
A
L
Brcaks
2 25 m1n breaks and 45 min lunch break
Retiremertt Pinn - 401(k) '
Emplayee can cantribute up to 15°/> of salary (pre-tax), plus
$300 per year contributjan by employer to the 401(k) plan
(for each ¢mployee an tfte payroll at ¢nd of the year)
�n lieu of retiree he.alth insurance
Flexible Spending Accounts - Funded through employee pre tax contri6utions
Safety Shoes $40 per calendar year - if required by employer
Optional Life T.nsurwxa
Addifiiortai Life (Empioyee, Spouse & Children) - empioyees can purchase additional
coverage, at their cost (see attached chart)
o�-�s�
Exhibit 5.5
to Agreement for RiverCentre
{page3 of3)
Emolovee Benefits Provided b„y,Manaoer
Additianal Life (Emptoyee, Spause 4 Children)
Emoloyee Additianol coverage -�i0,000 units - Maximum $300,Q00
tminimum $20,0�0) - gcrarantee issue amount - �50,000
Employee Cost - 100%> per rate cRart b¢low (nfter tcx)
O Spouse Spouse (only wailable if employee elective life is purchased)
Units of $5,000 - Ma�timum 1/2 etnptoyees elective iife
P (minimum $10,000) - guarantee iuue amount - $25,000
Emptcye¢ Cost - 100°!. � per rate chart 6elow (after tax)
T
Elective Life Tnsurance Rates are based oR Stnoker and hlon Smoker staYus by age per
� �1a,o0o - Rangirg from $.90 to $1a2.50 per month
O Employee/ "Non Smoker Rate
Spouse Age Per $l0,000
N under 30 $ 0.9�
30-34 $ I,00
A 35-39 $ 1.30
40-44 $ 2,10
L 45-49 $ 3.40
50-54 $ 5.50
��-�9 $ 9.90
L 6Q-64 $ 14.70
65-b9 $ 22.50
I 70-74 $ 44.80
75+ $ 76.60
F
Smoker Rate
Per $10,000
1Z0
1.60
$
$
�
$
$
$
$
$
$
$
�
2,20
3.50
5,80
9.30
16.00
22.50
32,3Q
59.90
102.50
" Non-Smoker means tttat you hnve not smoked� or used tobacco producis in the lasi-12 tnonths
E
Chit ren
Guarantee issue amourrt $5,000 (one premiuM cavers any namber
cf children) - Do nat need to purchase eleciive Iife for se{f
Employee Cast -!0� (a >$.9Q cents per tnanth (n{ter tax deduction}
ol- �5�
Exhibit 6.2
to Agreement
(page 1 of 1)
Event Income and �p�+ss
{vea Rentais
Srnica Income
Box Otfice inccmn
Total E�t Ircana
To;al Ev�t Ezpense
Het Evml hlnme
Mciltary Incm�r .
Food 5 Bevera8e
NovaRies
Fad�dy Fees
PaAcng
Tohl Ancillary Inrome
Toh! Evmt Incortro
Othar Oper+�m9lncome
Parkin9
AA�vVlRSSiM1g
SporemNps
In-Kml ar Ouldoor Marquee
InleteSl
ORce SGx° RerR
Miscellan�++
Talai OVlerincome
Adjustad �ea h�come
IndirectExpanses
Qeparlmenl Expenxs
Ex¢c:alive
MarkHing
Finance
Operzlions
Ba< O(fice
OverheaE
Patking Ramp
To1a1 Dep�mer�l F�Pense BxPore NbcaGOn
E�epensas Mcated ro Ever�a
Hetlndire�tFxpe�se
OperaNng �sh Flow 8�lofe
Deht Senice. OnHirtN Chatges
t999 1999
ypOp Ro!fug � AFP��
A�i€9. EO�f ��et
S 1,�15,044 S �.074.849 S 1,370.P3
1.954.895 1.248,038 1.42$437
N4,� 1D.469 t0.9.441
2,744,`�2 2.450,356 2.912,651
(1.827.596y (1.596.514) (1.794.679)
yES,gp6 &53,e62 1.7�T,972
811267 487�239 653.8fi9
54.372 45�291 35.526
67.265 69.764 45.015
1,070.440 0?6.09fi 992,032
t.gp3�yq ' t.43b,330 1.726,472
z770,2`.�a 2.252.172 Z,94M1.444
1.430.805 1.234.438 7,337.803
35.Opp 38.679 �.�
333.500 276.250 2�.b�
40,W0 112,565 140.000
120, W 0 197.866 120.000
137.687 81,687 8�.�7
76,912 708.357 125,438
2,168,904 2.050.842 2124.428
4.939,154
253,T36
466,476
t 84.005
2,501,716
169,268
1,576,748
951,836
6,101,786
(1.827.5%1
4,274.790
q,3q3,014 4,9BB,B72
240.898 3C�,sb,5
512.096 5t7,92B
162,098 162,348
2,233,756 2.511.461
760,016 161.235
t,625,639 t.622,392
683.209 916.fi61
S.B17,062 6,198,988
(1,59F,St4S (t,7S4,679)
4.220.SA8 4,404,309
for RiverCentre
RNERCENiAE
2(1C0 OPERATING BVOGcT
1998 7997
@455L? Ra��n�.
S t.taB,%9 E 758.J47
1,341 49f3 1.153,486
fG8.437 153.730
2.63H.896 2.[r5.563
pass.se7> tteo�asal
871,999 258.499
1,152,263 923,158
65,700 67.812
302,573 397.423
g[8.930 8fi4.160
y,3Z7,4fi6 zuzssa
3.f99,365 2,511.C52
1.291.fi86 1,368.096
69.010 109,538
11.W0 '
7,5pp 30,000
203,783 175,&97
qg.O4q 15,3C0
142.787 113.226
1.P3.21Q 1.812.057
4,972574 4.323,103
790,696
496.%0
145,668
p,407,878
779,247
7,439.941
594,1fi0
5.954,030
c
4�187.093
264,404
344,682
t34,M15Z
2,195,079
228,346
1,025,474
988,779
5,130,916
(i,A07,C64)
3,323,852
66y,y6y ty2p5F $5A,563 785.481 999.25t
LessT7Bond0eNS�ca 660.OW 660.000 E60.000 660,OW 660,000
4z�0 28.000 83.%7
LeuPed.CannediaNCilyEmq�YeePk9 121.974 128,125 ��,�` - .
lass EquipmeM Lease Orterasq
TatafOaM�*+ice d24.004 788,125 881,457 66$400 743.967
LessRebcationandSelllemer3ExP�� 55.000 (23�%i) 25.000 358.aW t96.W0
194.022
NHL Expe�ses 55.00A (23,841) 7S.000 318.097 390.022
To W Onatirta Cha*9�
Oper.lncome�lhovtNan-Cashltems 5 (214,099) 5 (641�8�8) $ (351,844) S (220,616} S (734,732)
Non-cash items
WS'iteaH af 1he temai�fi9 b� value aF Mena Auets
�epreria�on
Net OpMtri9lncame (LOa)
3,609,460
gpq 545,186 3%,461 529.057 564.3N6
E 018,243) S (1788CC4) S (748.355) S (4.359.133J 5 (699.N8)
v� btr 17�47 PIHYUK'b tSUllutl urri�t
2000-2001 Cost Allocation Plan for RiverCentre
between
bJ1 Gbb G741 Y.b4/11
d,r-JS�
Civic Center Authority, an Agency of the City of Saint Paul
('also know as RiverCentre Authorlty)
and
Srunt Paul Arena Compnny, I.LC
IntroductiUn
Effective July 1, 2000 the Civic Center Authority (the "Authoricy") and the Saint Paul
Arena Company, LLC ("Mana�er"), with the consent and approval of the Mayor and City
Council of ffia City of Saint Paul on 7une 21, 2000, agreed to a three and a half year contract (che
Agreement") for the management of the RivarCentrc complex (the "Complex") by the Mansger.
Section 7.1, (a) of the Aa eement, requues chat the Manager "institute and abide by a cost
allocation and accounting system, subject to approval by the Authority (which approval shall not
be unreasonably wittiheld or delayed). Any changes to such system shall be subject to approval
by the Authority (which approval shail not be unreas�nably withheld or delayed)." The system
foz 2000-2001 is detailed in this 2000-2001 Cost Allocation Plan for RivcrCentre (the "T'lan").
This Plan must bc approved by the Authority and then be forwarded to the Mayor and tha Ciry
Counci( for review, cumment and final appTOVal.
The purpose of this document is only to re�ch agreement on how to fairly ailoc¢te
expenses betaeen the Authority and the Manager as those expeases occur_ It does not address
the underlying issues that are covered separately in other documents such as the annual bud�ets,
the marketing strategy ar ather policy related matters.
The Plan as proposed in this documant will be implemented on September i, 2000. Any
changes to the Plan required by the acCion of the City Council will be implemented immediately
following approval by the ?vlayor and, to the exten[ feasible, be implemented retroactively to
September i.
;StY 11%7b P�HYUK'b GUUUtI lR-h1lC
bJl Gbb �741 Y-G��11
��-�✓�
�xvense Atiocation Annroach
In order to ensure that total costs related to Xcel Energy Center (the "Center') ate paid by
the Saint Paul Arena Company, LLC, in its capaeity as manager of the Center and total costs of
the Complex are paid by the Authoriey, tha Pian `xill charge all unique direct costs to the unit thac
incurred the costs. All shared costs will be allocated on the rnost reasonable basis for allocating
those costs. In general, unless governed by some other provision of the Ao eement, employee
time as measured by a time kcegin� system acceptabIa to the Authority and described in tnis
document wili be the primary method for aliocating all compensation costs. In general, ather
sl�ared expenses, if their use is common to the ent�re facility, wiil be allocated as set forth herein.
Contract services used at the Center or Complex will be covered under Center or Complex-
specific agreements, if appropriate. Tf services are to be provided across both che Center and
Complex, the agreements will specify how those services wiii be tracked and allocated by the
service pro'�ider.
Compensation Expenses
Each employee of the Manager shall keep ¢ timc record cont�ining su�cient detail related
to che work performed on a daily basis to fairly allocate his or her time to services provided to the
Complex or the Center.
Manager will shortly be implementing a computerized time tracking system. Computerized
time tracking will allow hourly employees to accurately clock in and out.
Ail hourly staff will use swipe cards (electrieians, stage technieians, custodial staff,
em l lo e ee's c a r oIl ID number. c ll alo act As an identifieation cazd, a d as an aceess
p y e�
card in some cases.
Titne is allocated by each staff person at the end of thc day using � bar code gun and pre-
established bar codes for each area. The system will require that time be allocated. The system wili
also facilitate accurate job tracking because cach hourly employee will be able to allocate their time
based on only the available parameters set into the computer. For example, employees can only
allocate time to valid evenrs already set up in the system or for general work codes pre-established
for thc Center and/or the Complex.
I�?on-hourly employees will be ahte to access this system via the computer network and
ailocate their tiroe on a pereentage basis daily. A11 supervisors will aceess this syscem via che
computer network, verify corre�t allocation of time and correct errors as needed before submitting
the time Por payroll processing.
2
; btr ll��b I'IH7UK"5 bULUCI Urr1LC
b>1 Lbb �J41 r.�b�11
OI
The time rccord will be approved by the employee's supervisor who, by signing the
record, indicates his or her approval of how the time is distributed. Time that is not specifically
allocable to eithcr the Complex or the Center shall be prorated to each on the basis of each
employee's haurs that are allocated. This may be done on a pay period basis or some other
period of time acceptable to the Authority 3xid the Manager to ensure that unallocated time is
distributed fairly. Fringe bcnefits wi11 be allocated in aceor¢ance �vith related compensation cost.
Administrative Services and�xpenses
All telephone, printing; travel, loda ng parking, dues, memberships, registrations and like
expenses will either be charged directly to the Complex or the Center, or allocated on the eriod
used to chazge compensation costs for the employee who reports the expense for the pay p_
in which the expense occurs.
General Operating Expenses
The CompleX and the Center wil] each maintain a listing of equigment and its purchase
price in place at 7uly 1, 2000 and subsequently purchased for use at the Complex, the Center or
both. Each listing will note items dedicaced solely for use at Che Complex or the Center. Each
lisang will also note those items of sio ificant dollar value that ue expected to be used in borh
the Center and the Complex.
Deprecia[ion on equipment used exclusively in one facility or the othcr wili be ehazged in
full to the Complex or the Center, as applicable.
�.quipment that is used at both the Complex and the Center will either have usage tracked
by ]ocatioa, or usage will be allocated using the most relevant applicable basis (as approved by
the Authority Representative). Cost of maintenance and repairs of such equipment will be
similarly allocated. Potential bases for allocation include:
■ Time spent by personnel utilizing the equipment
• Number of events
� Square footage
Each year, the Manager wil! include in the proposed Capital Budget for the Complex
provision for purchasing new or replacement equipment, along with a proposed ailocation for
funding equipment used at both the Complex and the Center. Such jointly-funded purchases wi11
be noted as such in the Complex and Center equipment inveatories along with the estimated
useful l'sfe of each pieee of equipment. Depreciation expense of jointiy-funded equipment will be
al iocated based on percent funded by the Complex and the Cente�. Should the Manager be
terminated ar choose not to rene�v i�s contract, the remaining useful life of the equipment will be
3
StN 11�5b �IHYUK'S �Ullutl UYr1LC b�t Gbb tJ�µl r.bl�tt
����SO
computed as of the end of the Manager's contract_ The new entity selected to provide
management services wiil reimburse Manager for Manager's unamortized balance of funding
provided by Manager for shazed equipment left tvith the Complex, unless Manaoer continues to
be able to use such shazed equipment on an ongoing basis.
The Manager will prepare a map which defines all s,paces in the Center nnd the Complex
that have shared usage, and spaces in the Center. thac are used excIusively by the Complex and
vice versa. The relative amount of space in each facili[y made available for the other faciIity's
use, or shared use, will be compared. If one facili[y is contributin� significantly more space co
the joint operarions, an appropriate adjuslment to the cost allocation methodology will be
considered_
�efore August l, 200I, the Authoriey Representative and the Director of the Office of
Financial Services (OFS) will review the level of services provided by O�'S to the Authority
durina the first year of the Agreement and agree on the dollar value of those services. The
Authority will inclnde the payment for those services in the Authority's 2002 bud�et.
All other expense items in this category that canno[ be idendfiad with a particular venue
could be allocated as per "Compensation F.xpenses."
�inance Expenses
Cost of roudne finance and informacion technology support provided by Manager for
Complex acdviues will be covered by Manager as lump-sum charge for administracive overhead
(as ub eed in negotiation of Management Agreement).
Bos Offica Expenses
As agreed in negotiation of the Management Agreement, the box o£fice will be operated
by Manager for Complex events at no cost to the Complex. The Complex wili also not receive
any box officc fces or income from operation for Complex events.
Building Posver Expenses
All energy expenses should be metered sepazately and charged to the Complex or the
Cen[er.
Building Maintenance Expenses
Coses for ushers, security services, police, fire inspector, and Red Crass can most likely
be at[ributed to the event held and the venue in which it is held.
�
SEN 11%51 MHYUK'S �UllUtl urrt�t b�l Lbb C741 r.��/11
- � bl
Costs for elevator and escalator repair and mzintenance should be allocated to the venae
associated with che specifie equipment maintained.
All othet cosfs i[ems not otherwise idenufied above should generally be allocated to the
Complcx and thc Center as per "Compensation Expenses" for relevant personnel.
Marketing Expenses
Marketino expenses will be reparted by the specific event or venue to which the cost
relates. Costs associa[ed with Center evcnts and venue will be charged to the Center and cosu
associaFed with the Complex and Complex venues will be charged to the Complex. Cost
associated with shazed events will he allocated in proportion to the shared event exgenses
between the Complex and the Center. Remaining costs will be allocated according to the
allocation of markedng personnel compensation and expenses.
�arl;ing Management OperafinglParking �aci2lties �xpenses
The Mana;er and City T.ease Representative will negotiate an agreed-upon net revenue
amount to be paid to the Minnesota Wild Hockey Ciub for parkin� revenue due the Club on
hockey event nights.
Supp[ies
Supplies will be inventoried in specific locations in the Complex and the Center. ilsage
from each inventory will be monicored and eharged accordingly.
5
StY 11��1 fIHYUK'b t�UVtl UrY1Lt
Revenue Allocatian A roach
bJl Lbb C�41 r.b7�11
V 1 — t ✓ �
In order to ensure that totai revenues retated to the Center aze receipted by the Manager of
the Centes and tatal revenucs of the Complex are receipted by the Authoricy, the P1an will
allocate all unique direct receip�s to the unit that produced the revenue. All shared revenues wilt
Ue allocated on the most reasonable basis far allocating those revenues.
'1 he Authority I2epresentative will receive copies of all rate cards in nse when the Cencer
opens and will be notified of any proposed changes co the rate cards. If iE is necessary to
discount rhe rates in order to book an cvent that uses a combination oi the Center and the
Complex, the discount will be applied eventy to the Center and the Complex. The discount must
be approved by the Authority Represetttative."
Buildino ltentals
Article 7 of the tlrenQ I.ease covers che City's use of and access to the Center. Ail terms
regardina the City's use aze covered by the Arena Lease.
The Center's building rcntal revenue accrues to the Wild.
Suilding rental revenue of the Complex accrues to the Authority.
If a single event uses a combination of the Center and the Complex, the building rental
revenue should be allocated based on published, approved xate cards established for the Center
anct the Complex.
Equipment 12entals
There should be an ability to make a dizect association between most icems of equipment
available for rent and the venae where the equipment is bein� set up and used e.g., stages, tables,
chairs, A/V equipment, piano, ece.:
� Xf the equipment rented is set up and used in the Center, the rental revenue accrues to the
Wild.
� Yf the equipment rented is set up and used in the Complex, the rentai revenue accrues ro
the Authoriry.
■ Tf a single event uses a combination of the Center and the Complex, the equipment (e.g.,
forklift truck) rental revenue shauld be allocatedbased on the relative usage of this
equipment, chazged in accordanee with published, approved rate cards establishzd for the
0
�SEP-12-2�0P 11�51 MHYUK'S tiUUU�I urrl�t
Center and the Complex.
b51 Gbb �741 Y.1b�11
OI
Building and Event Services
There should be a direct association between event and most items aP buitding and event
services provided i.e., these serrices would not have been provided if not for the e�ent ta'.�ing
place:
• If the service provided is rendered in the Center, the service revenue accrues to the Wild.
■ If the service providzd is render0d the Complex, che tental revenue accrues to the
Au[hority
Tf a single event uses a combination of the Center and the Complex, the re ersonnel ��
services rendered should be ailocated based on the relative time roved ae cards
rendering the service, charged in accordance with published, app
established for the Center and the Complex.
Concessioas and l�o�velties
Concessions and novelties sellers should record all revenue at the point of sale for
purposes of allocating revenues
Under management fee structure proposed in RivezCentre RFP on concessions and
catering, revenues and expenses for these activities will be recorded gross.
Commissions
The event aenerating the commissions from the exhibition booths or the events for which
telavision rights are gzanted are "knowns." Special mention should be made for the "Facility
Charge" commission i_e., seatrent fee for tiie event. The locations of "�Sxed" items like pay
telephones, sign a$�, ete., ate also "knowns":
* If the evendlocation is in the Center, the commzssion revenae accrues to the ZZ'ild
■ If the cvenc/location is in the Complex, thc commission revenue accrues to the Authority
' re enue should be allocated b•� d o r 1 tive time pent by personnel r nderin° the
7
SEP-12 11�51 MHYUK'S t9JllVtl Ut�rl�t
e�i �co c�4t r.ltitt
U(
service, chazged in accordance with published npproved rate cazds established for [he
Center and the Complex.
Parking Rsmp Revenue
See discussion undez "Pazking Management Operating/Facilities Expenses."
Parking Lot Itevenue
See discussion under "Paridn� Management Operating/Facilities Expenses."
�ther Revenue
Best done on a case-by-case basis. The Authority musE approve the use of any public
revenue such as the RiverCetttre's share of T�oteUMotel taxes. Typically this has been used by
the Authority to provide "rent subsidies" to market the faciliry. It is anticipated that such
"snbsidies" will be made only for Complex events.
G:�.S6yed�Eadgxt�DEPT5ICNCIR���5�0.:601 COSC ALLOCATION PLA.Y CRevlud &30).d�
TDTAL P.11
.. SEP-12 11=4y MHYUK'S bUllutl Lh
b�i �5e e�ai r.eiiii �/
Q �
fac sim��e
TRANSMITTAI-.
'��:
fax #:
Martha Puller
r
re:
date:
pages:
651-222-070&
Cost Allocation Resolution Sent to the Ciry Council
September 12, 2000
11, including this covet page
Attn: Martha
From the desk of...
�ric WfIIems
Budgzt Analyst
City of Szin[ Pau?
Financial Servicrs Oifi�e
Budget Sutio�
160 City Hall 15 West Kello�� Bt��
SaintPaul, MN 55102-1G31
(G51) 26G - SS�S
Fa�c: (651) 26b - 5541
� 5tY-1"L-2�bd 11%4y MHYUK'S MJllVtI urri�t b51 Gb6 �541 Y.bCill
oertia:a+ExroovncvmuNC�c o�rcami.rev 1�4286 v ���`S�
2iverCcntrc a9-01-2000 GREEN SHEET NO.
W fd / Date ��t � G�o
� a �IICARSMG'v. tOIX2CSOR �5 CR�'COUNt[R.
'CO;.'i�Reex50N&PNO�.E .eaa. aj CZSYATio%YCY �- • P. � C[[YCLEPK
� Erich Mische '"""'"iO �
� PINF�'�SP¢VIf�5D10. fLV.sMCLSER`/¢es0ut
MV°'=s0.�'CAI.NGLACZCOnBY °'� � ptr2FnCCON.v'LA.Y�
n efnVOk(O0.ASS6T.v+�
� OF SIGN STUIZE P��C£S
Appro�al of thc cosc allocation syscem forthc FtiverCentrc compiex.
ar [. LOCATIOftS
YLhWNG CONMLSSION
OacGnHCREe
CM1�L9�avIC6COMM�tOti
• PERSONALSF�RVICECOhTR1CCS�NSTA�I'SWERT�
I ji � p�pn/rcm uvice woPsed iatder a mnL-a:l fo[ t8is dep�utcC-'
� yEg NO
2. Fins ttuspec,on/firm cv�rbecn i dry cmployee?
� yES NO
3. Does lhi9 pcesodfiim pa'4�99 a aldilmt nom+�lty possessed by %�Y �nt ciry employec?
yS5 NO
4.IS d�is pcison! firm s cugcced vendoc?
yGS NO
,.,��-._ .0 .,ae ,.,«.ert �n se�uuare zhcet nnd xtLUh m gresn Shee�)
'rtNTQ.'C PROeL£.1C LSSIN.OPPOrt (\We. Q'S't �h'�'�°R� �'I'
The management ao eemrnt bettveen thc River CenKc Authority and Che Saint PAUT Arena Company tequues that che Authoriry and
�lanaget approve a cost allocafion sys[em for the ShaPed use oF the faeility.
None.
TAOc3�FnPPROV9�:
, Rivcr Cenve Authori[y und the Saint Paul Arcnu Company would have an cquitable systom for distributing shu'ed cos+s an revenues.
nvraov�o
ISAD�ti�TACE40FNOT.VPRO emenE of
The P�i�or Centre Autharity and the Saint Paul Arena Company would not be in full compliancc of ihe agrecment for the manag
the River Centre complex.
n3[aUM OF TMV9��Tioy
FLY.INCLLL LVFORAfATItlN: C��VI
COST/RSVLT1IlEeGDGETFA(R3ta.G0YE) YYS N9
Salnt Paul Budc.t Qf6W fG:ltlt]SxG0. =R� K'.l31
4SEP-12 11-4y MHYUK'S bUllUtl �rr1�t b5i �bt e�µi r.�3iii
♦.uunw ruc n
� By:
RESOLUTION
CiTY OF SAIfIT PAUL, MINNESOTA
6reen Sheet# 1�4286
v�-ls�
Committee: d�e
Referred To� : �
, WHEREAS, upon the approva! of the Mayor and City Council, the RiverCentre Authority entered into a three and a
z half year agreement with the Saint Paui Arena Company; and �
a
s WHEREAS, section 7.1, (a) of the ag�eement requires that the Manager "insfitute and a6ide by a cost
e aliocation and accounti Caune'il for teview, comment a nd finai app oval; and h��rould be forwarded to
� the Mayor and the City
e
9 roved by the Ci Counci( by Sepiember
,� WHEREAS, if the cost aifocai °� a sl Pro�osed ill he mplemen ed at that time 2 d remaln i� effect
„ �, 2000, the cost allocation p P
iz until approved by the City Council; and
13
,5 WHEREAS, any changes to the cost allocation p�an required by t1'�e action of the City Councii wi<<, to
,e the extent feasibie, be implemented retroactively to September 1, 2000; and
n
�s WHEREAS, the Mayor recommends approval of the proposed cost allocation plan; and
za
27 the Councii of tha City of Saint Paul approves the attached cost
THEREFORE BE fT RESOLVED,
allocation plan.
za
25
26
27
2d
29
30
Requested by DeparEment of:
Adopted by Council: Dafe
Adoption Certified by Council Secre2ary:
av:
Hpproved by Mayor: Date
� �RiverCentr�-EriCh"h�s he
C
sy; _ _ -- �
Approval f2ecommended by FSO - Director:
B ����.,� h- �-�--�,
Form Approved by City At�or ey_
By: �(�c- `i ' �
qpprovec� b M,a o f r Su6mission to Coun����
t �
By: ;/ i
w $J�n[ Pa4I QUE9R INC�` i+.1 \tf9AGP.Gc�?WK01
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RNERCEHTRE
ROLLINGFORECAST
DeoUO
�999-2UD6Cwnparlson
5 1,E95y86 $ 1.U7B.332 S 4t6,654
5 1.t96S95 5 1.243.802 735,193
49243 1�7998 (SB,9551
3,044�2i 2,131.132 6f3,092
RA2A56T7 (7y91,3d61 433717
t.Ot9.657 839786 179.871
5 771,34z 5 561773
S 39,t89 S S�S79
5 2a.ara s 'rs,sn
1.35La69 989573
2.166,i2� f,565,392
3.10n,i81 2425,178
13 $ 'I,R1,951 $ 1.226?26
tb S 33.637 5 56.748
15 $ 2T8,T31 $ 278,SU0
16 5 36.759 $ 140p00
ti S 123.138 5 16Z1(q
IB 5 117,S9T S 116,688
19 TT,1S0 B8S61
7� 1.BSQ,731 2.050722
2i s,o!K912 4,47fAO0
5 255.339 S 224.G91
5 40,367 E -
$ 938,581 S 47H,696
S 87aa0 S 163A07
S 2,697.143 S 2.259,H3�
5 7-0,t6o S t`.�8.686
5 7,9u9,i6s S 1.439A65
6DZt93 871,964
6,010,832 S.fi90,389
f2A24.56n (LSB1.3451
3,986265 4.7108.043
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26,6iH
d6.367
438,2f3
470.�P7
1,110,617 462,357 fi46.290
S 6EP.00D S �4�� -
E 4$,695 S - d5,693
�21,974 77E.S25 I6J51
827669 T88.125 39,54A
37
38 S tIXi.769 S 1.459
!9 5 2A7,041 S -
w b - S -
5 - S -
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13 �40�.14T} S (CW.534)
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RIVERCENTRE AUTHORIN OF THE CITY OF SAINT PAUL, MINNESOTA
ANNUAL FINANCIAL REPORT
For the Fiscal Year Ended December 31, 1999
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TABLE OF CONTENTS
INTRODUCTORY SECTION
Director's Transmittai Letter
Authority Members and Committees
FINANCIAL SECTION
Independent Auditor's Report
Financial Statements
Comparative Balance Sheet
Comparative Statement of Revenues, Expenses, and
Changes in Retained Eamings
Comparative Statement of Cash Flows
Notes to the Financial Statements
Item
Exhibit A
Exhibit B
Exhibit C
Paqe
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1
3
4
5
7
Supplemental I nformation
Comparative Schedule of Revenues, Expenses, and Transfers Schedule 1 21
Detail
STATISTICAL SECTION
Activity report by location - last ten fiscal years
Attendance report by event type - last ten fiscal years
Attendance report by month - last ten fiscal years
RiverCentre concession revenue - Iast ten fiscal years
Parking operations - last ten fiscal years
Operating results - last ten fiscal years
Table I
Table il
Table III
Table IV
Table V
Tabie VI
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31
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175VJEST
l_R'� IVE�(CE�T�T_''1I��'�'
A CONVENITON, ENIERTAINMENTAND SPORTS COMPLFX
IEL 651265.4800 FAX 651165.4899
WEB wH^w.dve[�Reocg
F*�pT� info@rivac�tteorg
SiRIE501
SAIVI PAUL, NfINNE56CA 55102
AllgI1SY 15, 2���
TO: RIVERCENTRE AUTHORITY
Richard H. Zehring, Chair
Lois J. West Duffy, Vice-Chair
Richazd Aguilaz
Dan Bostrom
Chris Coleman
Donald P. Del Fiacco
Richazd Ginsberg
Robert C. Schwartzbauer
Deaz Authority Members:
RiverCentre is proud to submit the Annual Financial Report of the RiverCentre Authoriry of the City of
Saint Paul (RCA) for the fiscal year ended December 31, 1999. The responsibility for both the accuracy of
the presented data and the completeness and faimess of the presentation, including all disclosures, rests
with the RCA and the Ciry of Saint Paul. I believe the data, as it is presented, is accurate in all material
aspects; that it is presented in a manner designed to fairly set forth the financial position, results of
operaAOns, and cash flows of the RCA; and that all disclosures necessary to enable the reader to gain the
masimum understanding of the RCA's financial affairs have been included. This report has been prepazed
in accordance with current accounting and financial reporting principles and standards set by the
Govemmental Accounting Standazds Boazd (GASB) and also follows the auidelines recommended by the
Govemment Finance Officers Association of the United States and Canada.
FORMAT
ii2 i2Yvia CGiiSiSiS vi uii22 52�iviiS:
The Introductory Section includes this letter of transmittal and a lisring of the Authority
members and committees.
2. The Financial Section includes the financia] statements and the related notes to these
financial statements; supplemental information; and the State Auditor's report.
The Statistical Section includes a number of tables of unaudited data depicting the
financial and related history of the RCA for the past ten years.
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REPORT'ING ENT`TTY AND SERVICES
This report sets forth the financial position, the results of operarions, and cash flows of the RiverCentre
Operating Fund — the one fund of the RCA. The RCA is also combined into the City of Saint Paul's
Comprehensive Annual Financial Report as an enterprise fund ofthe City in accordance with the entity
criteria set forth in generally accepted accounting principles.
The RCA was created pursuant to State Law in 1969, Chapter 1138. As stipulated in Chapter 1138, the
RCA manages and makes regularions for the use of the RiverCentre Complex.
1999
IN SUMMARY
The RiverCentre settled into its second yeaz of convention and meeting business in its new facilities. New
business included a Hanna Anderssen clothing sale, a University of Minnesota Transportation Reseazch
conference, a Blue Cross-Blue Shield seminar, a sports card expo, and several additional job fairs,
weddings, graduation ceremonies, meetings and parties.
Touchstone Energy� Place became the new convention center designation for the RiverCentre. A
Touchstone Energy� Place rollout ceremony was held on May 20, 1999. The ceremony was topped off
with welcoming speeches from Mayor Norm Coleman and RiverCentre Authority Chair Richard Zehring
and concluded with an indoor fireworks display.
' � The RiverCentre and the Ordway for the Performing Arts began discussions on renovation and/or new
conshvction of the Wilkins Auditorium. While funding was not approved during the 2000 State of
Minnesota Legislature session, preliminary planning and operations were explored in 1999.
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As in past years, the Wilkins Auditorium continued to be a successful concert venue. Concerts for 1999
included: Point of Grace, Sno Core/Evercleaz, Sugaz Ray, Slayer, Ramstein, Limp Bizkut, Jewel, Chemical
Brothers, Megadeath, Ben Harper, Cranberries Collective Soul. Radio station 93X sponsored two assorted
concerts. Clambake and Nutcracker both hosted an assortment of musicians.
Along with the Wilkins Auditorium concerts, the Wilkins E�ibition Hall became the setting for several
1999 "overnighY' raves or dance parties.
RIVERCENTRE EXPANSION
Arena construction began in April 1998 and continued through 1999. As well as conshvcting the new
azena, plans began for the renovarion of the RiverCentre pazking ramp. Actual renovation construction
began in Apri12000.
The "connection" between the RiverCentre and the downtown community won support in 1999. In
December 1999 the RiverCentre Authority approved the RiverCentre's role in the connection project. The
projecYs capital and operating costs will be derived from sources other than the RiverCentre Authority
budget with the exception of a$5.00 surcharge dedicated from contract pazking contracts.
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Preliminary planning between the RiverCentre and the Ordway for the Performing Arts began in 1999.
While funds were not approved, Symmes Maini & McKee Associates completed analyses of Willcins
Auditorium with nreliminary design plans.
FUTURE PROSPECTS
Preliminary 1999 yeaz-end fmancials ended on a more positive note than anticipated during the construcrion
years of the RiverCentre. It is anticipated that 2001 and 2002 also appear to be moving in a positive
direction. The new millennium will shine brighdy on the new RiverCentre complex with the opening of a
new azena in the fall of 2000.
Joint operations discussions took place in 1999 and continued through the first half of 2000 with Saint Paul
Arena Company (Minnesota Wild). Joint operafions between the RiverCentre Authority and Saint Paul
Arena Company aze expected to occur at the RiverCentre prior to the opening of the new azena. Certified
and appointment employees will become the staff of Saint Paul Arena Company and move from City
employment.
ACCOUNTING SYSTEM AND BUDGETARY CONTROL
The RCA's accounting system is administered and maintained by the RCA and the City. In developing and
evaluating the RCA's accounting system, consideration is given to the adequacy of intemal controls.
Yntemal controls are designed to provide reasonable, but not absolute, assurance regarding: (1) the
safeguazding of assets against loss &om unautfiorized use or disposirion; and (2) the reliability of financial
records for prepazing financial statements and maintaining accountability for assets. The concept of
reasonable assurance recognizes that: (1) the cost of a control should not exceed the benefits likely to be
derived; and (2) the evaluation of costs and benefits requires estimates and judgments by management. All
intemal control evaluations occur within the above framework_ We believe that the RCA's internal controls
adequately safeguard assets and provide reasonable assurance of proper recording of fmanciai transactions.
AII h�ansactions aze reported on the full accrual basis. As in the private sector, the measurement focus is
on net income, financial position, and cash flows. In addition, budget controls aze maintained to ensure
compliance with legal provisions embodied in the annual appropriated budget approved by the RCA and
the City Council. Annual spenQing budgets for enterprise iunds were controiieQ at'the iunQ levei. - �
A representation letter, which designates the responsibiliries for the fair presentation in the statements of
financial position, result of operations, and cash flow in conformity with generally accepted accounting
principles, has been signed by the RCA Chair, the RCA Executive Director, and the City's Office of
Financial Services/Accounting and given to the Office of the State Auditor.
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OVERVIEW OF THE RESULTS OF OPERATIONS
The following schedule presenu an overview of the results of 1999 fmancial opemtions for the RCA with a
comparison to 1998:
Operating Revenues
Operating Expenses
Net Operating Income (I,oss)
Non-Operating Revenues (Expenses) and
Operating Transfers In (Out):
Interest on Investrnents
Increase (Decrease) in Fair Value of
Investments
HoteUMotel Taz
Miscellaneous Other Revenue
I,oss on Retirement of Fixed Assets
Interest Expense - Capital Lease
Transfer out to City Geneml Debt
Service Fmmd
Transfer out to Saint Paul HRA General
Debt Service Fund
Net Income (Loss)
Retained Earnings (Deficit), January i
Retained Earnings (Deficit), December 31
1999
$5,828,794
6,122,071
$(293,27�
150,738 238,768
(135,953) 23,149
55,569 59,318
- 9,062
- (2,962,838)
(128,125) -
- (28,000)
(660,0001
$(1,011,0481
795 438
215 610
(660.0001
$(3,539.6091
4 335,047
795 438
1998
$6,390,303
6.609 371
$(219,068)
Increase
ecrease
$(561,509)
48( 7,3001
$(74,209)
(88,030)
(159,102)
(3,749)
(9,062)
2,962,838
(128,125)
28,000
2 528 561
$(3,539,6091
$(1.011.0481
The 1999 total operating revenues decreased 8.8% from 1998 primazily due to loss of concession revenues.
The demolition of the arena and construction of the new facilities continued to have a major impact on the
events held in 1999. Overall attendance declined 270,372. Half of the decline was due to the relocation of
the Minnesota State High School Toumaments to another location. However, the number of events
increased by 46.
Operating expenses decreased by 7.4% primarily due to decreased building maintenance costs after
demolition of the azena in April 1998. Also there were less settlement costs of events displaced by the
demolition of the azena.
The opening of the convention center and demolition of the arena represent a fundamental change in the
operations of RiverCentre. The number and type of events served by a convention center aze different from
those served by an azena. Changes in recording income and expenses by event acrivity that were begun in
1997 continued in 1998 and 1999. These changes will allow RiverCentre staff to critically e�mine the
impact each type of event has on the operation of the faciliries and to make adjustments as necessary.
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CASH MANAGEMENT
The RiverCentre's deposit and investment functions aze maintained by the City's Office of Financial
Services. Deposits aze maintained at financial ins6tutions authorized by the City Council, all of which
institutions are members of the Federal Reserve System. Minnesota statutes require that all deposits be
covered by insurance, surety bond, or collateral.
In addifion to interest-bearing deposits, cash temporarily idle is invested in various government securiries,
repurchase agreements, and other inveshnents authorized under State Law.
All investment eamings which were credited by the City Treasurer to the RiverCentre Operating Fund
totaled $150,738 in 1999 and $238,768 in 1998.
OBLIGATION FOR DEBT RETIREMENT
Note 8. to the Financial Statements describes the RCA's obligation towazd the retirement of certain City
and its Housing and Redevelopment Authority's (HRA) long-term debt.
In 1999 the RCA made its annual contribution of $660,000 from the gross revenues derived from the
operation of the RiverCentre faciliries towazd debt service on the 1993 HIZA Tas Increment Revenue
Bonds. The annual RCA obligation of $66Q000 towazd those bonds will remain through yeaz 2008. The
RCA also has an obligarion to pay net revenues as defined in the Joint Pledge Agreement towazd debt
seroice on the 1993 HRA Sales Tas Revenue Bonds. Note 8. includes a priority policy for the distdbution
of operating revenue, which was last amended in 1993.
RETAINED EARNINGS
With the net loss of $1,011,048, the retained eamings ofthe RiverCentre Operating Fund aze at $(215,610)
on December 31, 1999. Due to the net loss there aze no reserves for the annual payment to HRA for debt
service on the Series 1993 Ta�c Increment Revenue Bonds and working cash balance. These reserves are
explained in more detail in Note 8.C. and Note 11. to the financial statements.
17\NNI►`[H:7_\u19
APCOA, Inc. has had the operating contract to manage the RiverCentre Pazking Facilities since
September 1, 1996. During the past several yeazs, significant structural repair and prevenrive maintenance
expenses have been incurred at the ramp in order to ensure a safe pazking facility for all users.
�[TNDING AND PARTICIPATION AGREEMENT FOR RIVERCENTRE IMPROVEMENTS
On March 5, 1993, the RiverCentre Authoriry entered into an agreement with the Housing and
Redevelopment Authority of the City of Saint Paul (HRA), whereby the HRA provided a grant of $475,000
to the RiverCentre Operating Fund for capital improvements to the RiverCentre faciliries. This grant was
made to compensate the RiverCentre for a pazking incentive commitrnent given to the Green Tree Financial
Corporation, which has its headquarters in downtown Saint Paul. Under the pazking incentive
commitrnent, the RiverCentre agreed to provide up to 300 unlimited pazking spaces, on a monthly contract
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basis, to Green Tree employees, for which the fust 26 months of the eight-yeaz commitment would be
provided at no cost, and for which the remaining five years and ten months would be provided at 50% of
market rates.
The $475,000 was reported as a capitai contribution in the RiverCemre financial statements. Three
bundred spaces for the 1999 yeaz could have generated a total of $144,000.
INDEPENDENT AUDTT
State law requires the State Auditor to perform an annual audit of the books of account, financial records,
and transactions. This requirement has been met, and the State Auditor's report has been included in this
report.
MANAGEMENT AND COMPLIANCE LET'I'ER
The State Auditor will also issue a management and compliance letter covering the review, made as part of
its audit of the RCA's system of intemal control over financial reporting and its tests of compliance with
certain provisions of laws, regulations, contracts, and grants. The management and compliance letter will
not modify or affect, in any way, this report.
ACKNOWLEDGMENTS
Without a doubt, the opening of the convention center in 1998 has had a positive economic impact for the
City of Saint Paul. The new arena at RiverCentre opening in the fall of 2000 will only add to the fiscal
revitalization of the City as well as excite thousands of NHL hockey fans. The RiverCentre Authority and
its Chair Richard H. Zehring, Sr. Vice President of Welsh Companies, Inc., created a very prosperous
future for the new millennium. The Authority is a dynamic team concemed with the future growth of the
City of Saint Paul, and it has been a pleasure to be involved with this group of concemed citizens. Along
with the efforts of the Saint Paul RiverCentre Authority, there aze many others that need to be recognized
for their efforts and contributions to the RiverCentre including: Mayor Norm Coleman, The Saint Paul City
Council, The Saint Paul Convention and Visitors Bureau, the Chamber of Commerce, and Volume
Services. There aze numerous City of Saint Paul staff inembers and Depaztment Directors who have
worked together to contribute to the success of the RiverCentre.
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Respect itted�
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� Erich Mische
Executive Director
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RIVERCENTRE AUTHORITY OF THE CIN OF SAINT PAUL, MINNESOTA
AUTHORITY MEMBERS AND TERM OF OFFICE
As of December 31, 1999
PUBLIC MEMBERS
Richard H. Zehring, Chair
Lois J. West Duffy, �ce-Chair
Richard Aguilar
Donald P. Del Fiacco
Richard Ginsberg*
Robert C. Schwar�bauer
Mark Shields`
Term Exoires
July 1, 2001
July 1, 2003
July 1, 2001
July 1, 2001
July 1, 2003
July 1, 2001
Resigned May 11, 2000
Public members are appointed by the mayor to terms of four years.
* Richard Ginsberg and Mark Shields were appointed to the Authority to fill the positions of
Gary Fieids and Richard O'Connor whose terms expired during 1999.
CITY COUNCIL MEMBERS
Daniel Bostrom
Chris Coleman""
December 31, 2003
December 31, 2003
City Council members are appointed by the mayor to terms of four years, concurrent with their
terms of office.
"` Chris Coleman was appointed to the Authority to replace Michael Harris whose term of office
ended December 31, 1999.
SAINT PAUL CONVENTION AND VISITORS BUREAU
Darrel Bunge, Ex Officio""
*** Darrel Bunge replaced Kenneth Wenzel who retired as the Convention and �sitors Bureau
Ex Officio member.
INTERIM EXECUTIVE DIRECTOR
James O'Leary was appointed July 20, 1998.
MANAGING DIRECTOR
Barbara Chandler was appointed March 22, 1992.
The executive director and managing director are appointed by the RiverCentre Authority.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMMITTEE ASSIGNMENTS
As of December 31, 1999
EXECUTIVE COMMITTEE
Richard H. Zehring, Chair
Daniel Bostrom
Lois J. West Duffy
Mark Shields, Finance Chair
RiverCentre Staff
James O'Leary, Executive Director
Barbara Chandler, Managing Director
Brett Landow, Controller
Mary Sienko, Marketing Director
Mark Stoffel, Operations Director
il BUILDING AND OPERATIONS COMMITTEE
RobeR C. Schwartzbauer, Chair
Donaid P. Del Fiacco
Richard H. Zehring
III • MARKETING COMMITTEE
Donald P. Del Fiacco, Chair
Richard Aguilar
Richard H. Zehring
IV FINANCE COMMITTEE
Mark Shields, Chair
RiverCentre Staff
James O'Leary, Executive Director
Barbara Chandler, Managing Director
Mark Stoffel, Operations Director
RiverCentre Staff
Mary Sienko, Marketing Director
RiverCentre Staff
Brett Landow, Controller
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NDTTH H. DL'I'CHER
STATE AUDITOR
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STATE OF MINNESOTA
OFFICE OF THE STATE AUDTI'OR
SUTTE 400
525 PARK STREET
SALNT PAIIL, �' S5103-2139
(6�1) 296-25�1 (VOice)
(651)296-4755 (Fax)
stateauditor@osa.state.mn.us (E-Mail)
1-800-627-3529 (Relay Service)
INDEPENDENT AUDITOR'S REPORT
Members of the RiverCentre Authority
of the City of Saint Paui
Saint Paul, Minnesota
We have audited the accompanying financial statements of the RiverCentre Authority,
an enterprise operation of the City of Saint Paul, Minnesota, as of and for the years
�ended December 31, 1999 and 1998, as listed in the table of contents. These
financial statements are the responsibility of the RiverCentre Authority's management.
Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing standards
and the standards applicable to financial audits contained in Gove�nment Auditing
Standards, issued by the Comptroller General of the United States. Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
As discussed in Note 2.A., the financial statements present only the RiverCentre
Operating Fund and are not intended to present fairly the financial position of the City
of Saint Paul and the results of its operations and the cash flows of its proprietary
fund types and nonexpendable trust funds in conformity with generaliy accepted
accounting principies.
� .�=� Recycled papec with a minimnm oF
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In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of the RiverCentre Authority at December 31, 1999
and 1998, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying financial information listed as
supplemental information in the table of contents is presented for purposes of
additional analysis and is not a required part of the financial statements of the
RiverCentre Authority of the City of Saint Paul. The supplemental information has
been subjected to the auditing procedures applied in the audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
In accordance with Government Auditing Standards, we are also issuing a report
dated May 30, 2000, on our consideration of the RiverCentre Authority's internal
control over financial reporting and our tests of its compliance with certain provisions
of laws, regulations, contracts, and grants. That report is an integral part of an audit
performed in accordance with Gove�nment Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.
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JUDITH H. DUTCHER GREG HIERLINGER, CPA
STATE AUDITOR DEPUTY STATE AUDITOR
May 30, 2000
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
RNERCENTRE OPERATING FUND COMPARATIVE BALANCE SHEET
DECEMBER 31, 1999 AND 1998
(Amounts in doliars)
ASSETS
Current Assets:
Cash and Short-Tertn Investments with City Treasurer
Imprest Funds
Accounts Receivable
Less Aliowance for Uncollectibie Accounts
Accrued interest on Investrnents
Due from Other Funds of the City of Saint Paul
Due from Other Governmental Units
Prepaid Items
Suppty inventory
Total Current Assets
Restricted Assets:
Cash for Equipment Purchases
Fixed Assets:
Building Improvements
Less Accumulated Depreciation
Equipment
Less Accumulated Depreciation
Total Fixed Assets
TOTAL ASSETS
LIAB/L/TIES AND FUND EQUITY
Current Liabilities:
Accrued Salaries and Auto Allowance Payable
Compensated Absences Payable - Current
Claims and Judgments Payable
Accounts Payable
Lease Purchase Payable - Current
Due to Other Funds of the City of Saint Paul
Due to Other Govemmental Units
Deferred Revenue
Total Current Liabilities
Long-Term Liabilities:
Compensated Absences Payabie - Long-Term
Claims and Judgments Payable - Long Term
Lease Purchase Payable - Long-Tertn
Advance from the City of Saint Paui
Total Long-Term Liabilities
Total Liabilities
Fund Equity:
Contributed Capital from City of Saint Paut
Retained Earnings (Deficit)
Reserved for Working Cash Baiance
Reserved for HRA TIRB Series 1993
Unreserved
Total Fund Equity
TOTAL LIABILITIES AND FUND EQUITY
1999
1,706,885
10,500
675,362
(13,184)
26,205
450,52'i
3,890
99,666
16,973
2,976,818
1,054,639
(469,499)
3,857,262
(1,415,265)
3,027,137
6,003,955
87, 052
26,859
183,769
264,148
109,483
115,162
1,494
267,092
1,055,059
189,783
47,538
2,127,185
1,525,000
3,889,506
4,944,565
1,275,000
(215,6'10)
1,059,390
6,003,955
The notes to the financial statements are an integral part of this statement.
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EXHIBIT A
'1998
2,996,107
'10,500
507,524
(23,078)
68,634
14,793
1,403
19,437
15,260
3,670,580
195,759
1,054,639
(416,766)
3,678,774
(1,078,931)
3,237,716
7,044,055
67,249
12,276
440,703
103,332
93,153
4,171
277,391
998,275
213,674
2,236,668
1,525, 000
3,975,342
4,973,677
1,275, 000
135,438
660,000
2,070,438
7,044,055
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
RNERCENTRE OPERATING FUND COMPARATIVE STATEMENT OF REVENUES,
EXPENSES, AND CHANGES IN RETAINED EARNINGS
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999
OPERATING REVENUES
Building:
Building Rentals
Equipment Rentals
Building and Event Services
Commissions
Concessions
Total Building Revenues
Parking Fees
TOTAL OPERATING REVENUES
Building:
General Operating
Finance
OPERATING IXPENSES
Box Office
Building Power
Building Maintenance
Event Managers
Security Managers
Event Services
Marketing
Total Buiiding Expenses
Parking Facilities
TOTAL OPERATING EXPENSES
OPERATING INCOME (LOSS)
NON-OPERATING REVENUES (IXPENSES)
Interest on Investments
Increase (Decrease) in Fair Value of Investments
HoteUMotel Tax
Miscellaneous Ofher Revenue
Loss on Retirement of Fixed Assets
Interest Exoense - Capital Lease ,
TOTALNON-OPERATING REVENUES(EXPENSES)
1,121,456
790,050
1,057,285
732,203
612,002
3,712,996
2,115,798
5,828,794
1,104,712
155,073
126,297
1,472,048
1,068,593
228,473
162,813
443,421
478,819
5,240,249
881,822
6,122,071
(293,277)
150,738
(135,953)
55,569
(128,125)
(57,777)
INCOME (LOSS) BEFORE OPERATING TRANSFERS (351,048)
OPER.4TlNG TRANSFERS IN (OUTJ
Transfer Out to City of Saint Paul
General Debt Service Fund -
Transfer Out to Saint Paul Housing and Redevelopment Authority (HRA)
Generai Debt Service Fund (660,000)
TOTAL OPERATING TRANSFERS IN (OU� (660,000)
NET INCOME (LOSS)
RETAINED EARNINGS (DEFICI'�, JANUARY 1
RETAINED EARNINGS (DEFICIn, DECEMBER 31
(1,011,048)
795,438
(215,610)
The notes to the financial statements are an integral part of this statement
EXHIBIT B
1998
1,126,068
149,745
1,211,473
586,438
1,217.963
4,29'1,687
2,098,616
6,390,303
1,276,514
141,850
150,572
1,486,575
1,325,242
219,743
48,494
466,531
492,128
5,607,649
1,001,722
6,609,371
(279,068)
238,768
23,149
59,318
9,062
(2,962,838)
(2,632,547)
(2,851,609)
(28,000)
(660,000)
(688,000)
(3,539,609)
4,335,047
795,438
4
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
RIVERCENTRE OPERATING FUND COMPAR.4TNE STATEMENT OF CASH FLOWS
FOR THE FiSCAL YEARS ENDED DECEMBER 3'I, 1999 AND 1998
(Amounts in dollars)
CASH FLOWS FROM OPERATING ACTMTIES
Opereting Income (Loss)
Adjustments to Reconcile OperaSng Income (Loss) fo Net Cash
Provided (Used) by Operating Activities:
Depreciation
Increase (Decrease) in Allowance for Uncollectible Accounts
increase (Decrease) in Non-operating Misc. Other Revenue Received
Changes in Assets and Liabilities:
(Increase) Decrease in Gross Accounts Receivable
(Increase) Decrease in Due from Other Funds of the City of Saint Paul
(Increase) Decrease in Due from Other Govemmental Units
(Increase) Deaease in Supply Inventory
(increase) Decrease in Prepaid Items
Increase (Deaease) in Accrued Salaries and Auto Allowance Payable
Increase (Decrease) in Compensated Absences Payable, Current
Increase (Deaease) in Compensated Absences Payable, Long-Term
Inuease (Decrease) in Claims and Judgments Payable, Current
Increase (Decrease) in Claims and Judgments Payable, Long-Term
Increase(Decrease)in Accounts Payable
Increase (Decrease) in Due to Other Funds of the City of Saint Paul
Increase (Decrease) in Due to Other Govemmental Units
Increase (Decrease) in Deferred Revenue
Totai Adjustments
Net Cash Provided (Used) By Opereting Activities
L9
(293,2T7)
39'1,661
(9,894)
(168,393)
(444,163)
(2,48�
(1,713j
(80.229)
19,803
14,583
(23,891)
183,769
47,538
(178.184)
8,606
(2,676)
(10,299)
(255,969)
(549,246)
CASH FLOWS FROM NON-CAPITAL FINANC/NG ACTIV/T/ES
� Operating Transfer to Other Funds of the City of Saint Paul (688,000)
Hotel/Motel Tax Received 56,125
Net Cash Provided (Used) By Noncapiql Financing Activities (631,875)
CASH FLOWS FROM CAP/TAL AND RELATED F/NANCING ACT/V/T/ES
Proceeds from Lease Purchase Agreement -
Principal Paid on Debt Maturities - Capital Lease (703,332)
Payments for Acquisition of Equipment (129,617)
Interest Paid on Lease Purchase (128,125)
Net Cash Provided (Used) By Capitai and Related Financing Activities (361,074)
CASH FLOWS FROM /NVESTING ACTIVIT/ES
interest and Dividends Received 193,i67
Increase (Decrease) in Fair Value of Investments (135,953)
Net Cash Provided (Used) by Investing AcUvities 57,214
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,484,981)
CASH AND CASH EQUIVALENTS AT BEC,INNING OF YEAR
CASH AND CASH EQUIVALENTS AT END OF YEAR
DETAILS OF CASH AND CASH EQU/VALENTS
Cash and Short-Tertn Investments with City Treasurer
Imprest Funds
Restricted Cash for Equipment Purchases
Totat Cash and Cash Equivalents
NON-CASH INVEST/NG, CAP/TAL AND FINANCING ACTIV/T/ES
Capital Assets Purchased on Account: Equipment
Lease Purchase Obligations
Retirement/Deletion of Fixed Asset (Buildings and Structures)
RetiremenUDeletion of Fixed Asset (Equipment)
3,202,366
1,717,385
1,706,885
10,500
1,717,385
75,555
EXHBIT C
�9$
(219,068)
324,161
'15,678
'1,992
(10'I,784)
66,570
1,403
309
60,907
(58,370)
2,742
55,517
4,740
(23,844)
19,456
369,477
150,409
(743,960)
59,350
(684,610)
2,340,000
(2,166,981)
173,019
229,415
23,149
252,564
(108,6'18)
3,310,984
3,202,366
2,996,107
10,500
195,759
3,202,366
32,524
2,340,000
(1,008,265)
(1,954,573)
The notes to the financial statements are an integrai part of this statement.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For tfie Fiscai Years Ended December 3'i , 1999 and 1998
1. RiverCentre Authority
2. Summary of Significant Accounting Policies
A. Financial Reporting Entity
B. Enterprise Fund
C. Basis of Accounting/Measurement Focus
D. Supply Inventory
E. Fixed Assets
F. Compensated Absences
G. Employee Fringe Benefits
H. Statement of Cash Flows
I. Comparative Data
3. Deposits and Investments
4. Summary of Changes in Fixed Assets
5. Claims and Judgments Payable
6. Lease Purchase Agreement
7. Changes in Long—Term Liabilities
8. Obiigation of RiverCentre Authority for Debt Retirement
A. HRA Downtown and Seventh Place Tax Increment Revenue Bonds, Series 1993
B. HRA Sales Tax Revenue Advance Refunding Bonds, Series 1996
C. Priority Policy for the Distribution of Operating Revenue
D. Sa1es Tax Revenue Bonds, Series 1999A
9. Pension Plans
10. Risk Management
11. Retained Eamings
12. RiverCentre Expansion
13. Funding and Participation Agreement for RiverCentre Improvements
14. Management and Operation of the Parking Ramp
15. Contingent Liabilities
16. Subsequent Event
7
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 7. RIVERCENTRE AU7HORITY
The RiverCentre Authority of the City of Saint Paul is an agency of the City, created pursuant to
Minnesota Laws 1969, Chapter 1138, to manage and make regulations for the use of the
RiverCentre Complex. The Authority has nine members, seven of whom are public members
appointed by fhe Mayor of Saint Paul. Two members are designafed by the Mayor from the
members of the City Council. Annually, the Authority elects a chair and a vice-chair.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the RiverCentre Authority have been prepared in conformity with
generally accepted accounting principles (GAAP) as applied to govemment units. The
RiverCentre has adopted Govemmental Accounting Standards Board (GASB) Statement No.
20, Accounting and Financial Reportirtg for Proprietary Funds and Other Govemmental Entities
that use Proprietary Fund Accounting. The RiverCentre has elected to apply ail appiicable
GASB pronouncements as well as Financial Accounting Standards Board (FASB)
pronouncements and Accounting Principles Board (APB) Opinions, issued on or before
November 30, 1989 unless those pronouncements conflict with or contradict GASB
pronouncements. A summary of the more significant accounting policies foliows:
2.A. Financial Reporting Entity
The financial reporting for the RiverCentre Authority is made through the RiverCentre Operating
Fund. In conformance with the application of the criteria set foRh in GAAP, it has been
determined that the RiverCentre Authority is an enterprise fund of the City of Saint Paul
reporting entity, and is shown as part of the City's Comprehensive Annual Financial Report for
the fiscal years ended December 31, 1999 and 1998.
2.B. Enterprise Fund
The RiverCentre Operating Fund is an Enterprise Fund. Enterprise funds are used to account
for operations that are financed and operated in a manner similar to private business
enterprises — where the intent of the goveming body is that the costs of providing goods or
services to the generai pubfic on a continuing basis shoufcl' be financed orrecoverea primariiy
through user charges and the determination of net income is necessary or useful to sound
financial administration.
2.C. Basis of Accounting/Measurement Focus
The accrual basis of accounting is used for the RiverCentre Operating Fund. Revenues are
recognized when they are eamed, and expertses are recognized when they are incurred. The
flow of economic resources measurement focus is used for the RiverCentre Operating Fund.
With this measurement focus, all assets and alI liabilities associated with the operation are
included on the balance sheet.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 2. SUMMARY OF SIGWIFICANT ACCOUNTING POLICIES (continued)
2.D. Supply Inventory
Inventory of materials and supplies is stated at cost on the first-in, first-out basis.
2.E. Fixed Assets
oi-rs�
Any additions, alterations, and improvements to the buildings and structures and acquisitions of
equipment, machinery, and furniture purchased by the RiverCentre Operating Fund are
reported as fixed assets on the balance sheet at cost. Depreciation on these fixed assets is
charged as an expense over the following periods using the straight-line method.
Additions, alterations, improvements to the structures (Building Improvements) 20 years
� Equipment, machinery, furniture
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10 years
Accumulated depreciation is offset against the original cost of the fixed assets on the balance
sheet.
The original construction of the RiverCentre complex and subsequent capital improvements that
have been financed through City of Saint Paul sources other than the RiverCentre Operating
Fund are reported by the City as general fixed assets.
2.F. Compensated Absences
The compensated absences liability includes eamed but unpaid vacation and compensatory
time, vested sick leave, unvested sick leave expected to vest, and salary-related payments
(fringe benefits) associated with the payment of vacation and sick leave balances.
Employees earn vacation based on years of service and their bargaining unit. Vacation must
be used in the year it is earned, except for 15 days, which may be carried over to the following
year. Employees are paid 100°/a of their accumulated vacation pay when they terminate their
employment.
� Sick leave is earned at the rate of .0576 hours per hour up to a maximum of 15 days per year
and may be accumulated indefinitely. Terminated employees receive severance pay based
upon unused sick leave. Eligibility requirements and maximum allowable amounts vary,
depending upon an employee's bargaining unit.
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The accrued liability for compensated absences is reported in the financial statements since the
compensated absences are considered expenses when incurred.
Sick leave which is not expected to vest is not reported in the financial statements.
2.G. Employee Fringe Bene£ts
Fringe benefits include retirement plans, severance pay and retiree insurance, workers'
compensation, and employee insurance. Amounts for fringe benefits are paid to the City of
Saint Paul as reimbursement for the cost of fringe benefits. Fringe benefits are allocated to the
RiverCentre based upon a city-wide fringe benefit rate.
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RIVERCENTRE AUTHORITY OF THE CIN OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
2.H. Statement of Cash Flows
Cash equivaienfs are idenfified only for the purpose of the statement of cash flows reporting.
Cash equivalents are cash on hand and in bank and highly liquid investments having onginal
maturities (time span from date of purchase to the matunty date) of three months or less.
Included in the classification of cash equivalents are cash and short-term investments with City
treasurer and imprest funds.
2.1. Comparative Data
Several account balances were reclassified as of and for the year ended December 31, 1998,
as previously reported. These reclassifications, which did not require a restatement of retained
eamings, were required for comparability to the financial statements as of and for the year
ended December 31, 1999, and must be considered when comparing the financial statements
of this report with those of prior years.
Note 3. DEPOSITS AND INVESTMENTS
RiverCentre Authority cash balances are managed and maintained by the City of Saint Paul by
use of a general portfolio which is a poof of investments. Eamings from these pooled
investments are allocated monthly to the RiverCentre's Operating Fund based on average
weekly balances during the month. Minnesota Statutes Chapter 118A authorizes the City to
deposit its cash and to invest at financial institutions authorized by the City Council.
Minnesota statutes require that all City deposfts be covered by insurance, surety bond, or
collateral. The City invests available cash in various securities in accordance with the
requirement set forth in Minnesota Statutes.
In accordance with Govemmental Accounting Standards Board Statement No. 31, "Accounting
and Financial Reporting for Certain Investments and for Extemal Investment Pools,"
investments are reported at fair value in the balance sheet with recognition of the
corresponding changes in fair`4afue of invesfinenfs reported in the operafing siaiemeni in irte
year in which the change occurred. Accordingly, investments are stated at fair value based
upon quoted market prices at December 31, 1999 and 1998. Investments in nonparticipating
interest-eaming contracts, such as savings accounts and nonnegotiable certificates of deposit,
are reported at cost. Money market investments and participating interest-earning investment
contracts (negotiable certificates of deposit) are reported at amortized cost since these
investments had a remaining maturity of one year or less at the time of purchase. Money
market investments are short-term, highly liquid debt instruments including commercial paper,
bankers' acceptances, and U.S. Treasury and agency obligations.
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RIVERCENTRE AU7HORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 4. SUMMARY OF CHANGES IN FIXED ASSETS
A summary of the changes in fixed assets reported in the RiverCentre Operating Fund follows:
� vsi iss
Building improvements:
Depreciated Cost, January 1
Book Value of Retirement/Deletion of
Fixed Assets
Deduct Depreciation
Depreciated Cost, December 31
Equipment:
Depreciated Cost, January 1
Add Cost of Additions
Deduct Depreciation
Book Value of RetiremenUDeletion of
Fixed Assets
Depreciated Cost, December 31
Note 5. CLAIMS AND JUDGMENTS PAYABLE
$ 637,873
(52.7321
$ 585.141
$ 2,599,843
181,082
(338,929)
$ 2.441.996
�v3vss
$ 1,698,870
(1,008,265)
(52.732)
$ 637.873
$ 2,626,339
2,199,506
(271,429)
(1.954.573)
$ 2.599.843
Claim and judgment expenses/expenditures and liabilities are reported when it is probable that
a loss has occurred and the amount of the loss can be reasonably estimated. These liabilities
include an estimate of claims that have been incurred but not reported (IBNR).
The Minnesota State High School League (MSHSL) had existing contracts to lease the former
RiverCentre arena and adjacent facilities for the 1999 and 2000 state high school hockey,
basketball, wrestling, volieyball, gymnastics, and dance team tournaments. The arena was
razed in 1998 rendering the facility unusab{e for certa+n o4 the 1998 and 2000 tousnaments. As
a result of the relocation of these tournaments, the RiverCentre Authority and the City of Saint
Paul have agreed to compensate the MSHSL for certain damages and losses incurred as
follows:
Year
Pavable
2000
2001
2002
Totals
City of
Saint Paul
$ 35,000
35,000
35.000
$105.000
RiverCentre
Authoritv
$183,769
23,769
23.769
$ 231.307
Total
$218,769
58,769
58.769
$336.307
The claims and judgments liability for the RiverCentre Authority is recorded in the RiverCentre
Operating Fund with $183,769 reported as a current tiability and $47,538 reported as a long-
term liability. The liability for the City of Saint Paul is recorded in the City's Generai Long-Term
il
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 5. CLAIMS AND JUDGMENTS PAYABLE (continued)
Debt Account Group and will be paid from the City's Special Projects - General Government
Special Revenue Fund.
Note 6. LEASE PURCHASE AGREEMENT
Under the terms of a noncancellable lease purchase agreement, the RiverCentre Authority, as
lessee, received proceeds from Norwest Investment Services, Inc. to be used for the acquisition
of capital assets. The accounti�g treatment used for the liability under this lease purchase .
agreement is the same as that for capital leases.
A 15-year lease agreement was entered into on Juiy 30, 1998 to finance the acquisition of
RiverCentre exhibit F�afl/meeting room fumiture, bafiroom fumiture, a staging/riser package,
office fumiture and equipment, building operations equipment and audio/visual equipment.
Long-term capitai lease payables of $2,236,688 and $2,127,185 were recognized at
December 31, 1999 and 1998, respectively.
There were no costs or down payment for this lease for the year ended December 31, 1998.
Amortization of these assets is included with the depreciation expense reported in the
statement of revenues, expenses, and changes in retained eamings.
The following is a schedule by year of future minimum lease payments under this capital lease
agreement together with the present value of the net minimum lease payment as of
December 31, 1999:
Year Endinp December 31
2000
2001
2002
2003
2004
Thereafter
Tofat'minimum lease payments
Less amount representing interest
Present value of future lease payments
$ 231,457
231,457
231,457
231,457
231,457
2.083,113
�3,�4fi;3�8
(1.003J30)
$ 2.236,668
On the RiverCentre Operating Fund balance sheet, this liability is classfied as follows:
Current Liability
Long-Term Liability
Totals
12/31/99
$ 109,483
2.127.185
$2,236,668
12/31/98
$ 103,332
2.236.668
$2,340,000
12
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NO7ES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 6. LEASE PURCHASE AGREEMENT (continued)
A summary of changes in the capital lease balances are:
o� - r,5�
12/31/99 12/31/98
Baiance, January 1 $2,340,000 $ -
Proceeds Received - 2,340,000
Payments on Principal 1103.3321 -
Balance, December 31 $2.236.668 $2.340,000
Note 7. CHANGES IN LONG—TERM LIABILITIES
A summary of the changes in long—term 4iabilities reported in the RiverCentre Operating Fund
foilows:
Compensated Absences Payabie:
Balance, January 1
Net change
Balance, December 31
Claims and Judgments Payable:
Bafance, January 1
Net Change
Balance, December 31
Lease Purchase Payable:
Balance, January 1
Net Change
Balance, December 31
Advance from the City of Saint Paui:
Balance, January 1
Advances Received
Advances Repaid
Balance, December 31
12/31/99
$ 213,674
2� 3•891)
$ 189 783
$ -
47.538
$ 47.538
$2,236,668
(109.483)
$2.127.185
$1,525,000
$1,525.000
12/31/98
$ 158,157
55.517
$ 213.674
$ -
$ -
$ -
2.236.668
$2.236.668
$1,525,000
$1.525.000
13
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For fhe Fiscal Years Ended December 31, 1999 and 1998
Note 8. OBLIGATION OF RIVERCENTRE AUTHORITY FOR DEBT RETIREMENT
8.A. HRA Downtown and Seventh Place Tax Increment Revenue Bonds, Series 1993
In 1993, the Saint Paul Housing and Redevelopment Authority (HRA) issued its Downtown and
Seventh Place Tax Increment Revenue Bonds, Series 1993 in the amount of $58,090,000.
Under the terms of the Bond Indenture and corresponding Joint Pledge Agreement
RiverCentre Gross Revenues derived by the RiverCentre Authority from the operation of the
RiverCentre Facilities are piedged to secure payment of the RiverCentre contribution toward the
debt service on the Bonds. The amount of the RiverCentre Contribution is $660,000 per year
commencing in 1993 and continuing as long as the Bonds are outstanding which is scheduled
to be the year 2008. The RiverCentre made these scheduled payments for 1999 and 1998.
in the event RiverCentre Gross Revenues in any year are not sufficient to pay the full
River�erttre Corttribution in that year, the unpaid portion of the RiverCentre Contribution wil!
continue as an obligation of the RiverCentre Authority payable from the firsf RiverCentre Gross
Revenues received thereafter. There is to be no lien or encumbrance made senior to this
pledge on the RiverCentre Gross Revenues.
Tfie long-ferm debf on the HRA Downtown and Seventh Place Tax increment Revenue Bonds,
Series 1993 is reported by the Saint Paul Housing and Redevelopment Authority.
8.6. HRA Sales Tax Revenue Advance Refunding Bonds, Series 1996
In 1993, the Saint Paul Housing and Redevelopment Authority issued its Sales Tax Revenue
Bonds, Series 1993 in the amount of $65,000,000 which provided financing for the expansion
described in Note 12. In April 1996, the HRA issued $55,865,000 in Sales Tax Revenue
Advance Refunding Bonds, Series 1996 to advance refund the Sales Tax Revenue Bonds,
Series 1993. The 1996 advance refunding net bond proceeds of $58,093,104 were used by
the HRA to purchase U.S. Govemment Securities which were placed into an irrevocable trust
account with an escrow agent for the purpose of generating resources for all future debt service
payments of the refunded debt. Under the terms of the Bond Indenture and corresponding
Joint P�edge Agreemenf, RiverCentre AuthorityNeY�tevenuesare pieaged io ine paymen4 of
principaf and inferest on the Sales Tax Revenue Advance Refunding Bonds.
RiverCentre Authority gross revenues derived by the Authority from the operation of the
RiverCentre Facilities in any year are pledged and required to be used first to pay $660,000
each year through the year 2008 toward debt service on the HRA Downtown and Seventh
Place Tax Increment Revenue Bonds, Series 1993 (Note 8.A.). RiverCentre Authority gross
revenues remaining after the foregoing can be pledged and/or appropriated by the Authority for
RiverCentre purposes such as costs of operation and maintenance, repair and repiacement
costs, capital costs of new or expanded facil'dies, capitai costs of equipment, or principal a�d
interest o� indebtedness incurred for any of the foregoing.
Thereafter, any RiverCentre Authority net revenues, after subtracting the above items from
RiverCentre Authority gross revenues is to be made available to pay debt service on the HRA
Sales Tax Revenue Advance Refunding Bonds, Series 1996, for the following year. During
1999 and 1998, there were no RiverCentre Autfiority net revenues as defined in ffie Bond
Indenture and Joint Pledge Agreement that would become available for the 2000 and 1999
debt service on the Bonds.
14
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RIVERCENTRE AUTHORfTY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscai Years Ended December 31, 1999 and 1998
b/-1S�
Note 8. OBLIGATION OF RIVERCENTRE AUTHORITY FOR DEBT RETIREMENT (continued)
8.6. HRA Sales Tax Revenue Advance Refunding Bonds, Series 1996 (continued)
The long-term debt on the HRA Sales Tax Revenue Advance Refunding Bonds, Series 1996, is
reported by the Saint Paul Housing and Redevelopment Authority.
8.C. Priority Policy for the Distribution of Operating Revenue
RiverCentre Authority Resolution 2714, approved July 23, 1989, and last amended in 1993,
established the foilowing priority policy for the distribution of operating revenue:
First Priority RiverCentre annual contribution in the amount of $660,000 toward debt
service on the HRA Downtown and Seventh Place Tax increment
Revenue Bonds, Series 1993 which provided permanent financing for the
1983 SalelLeaseback and 1992 Repurchase of the f2iverCentre Complex.
� Second Priority
Third Priority
� Fourth Priority
�
Fifth Priority
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�
All costs of RiverCentre Facility operation and maintenance.
Maintenance of an adequate working cash balance in the RiverCentre
Operating Fund, which is estimated at a minimum of three months'
operating expenses.
Repayment of any advances from the City of Saint Paul.
Major repair/maintenance projects as approved by the RiverCentre
Authority.
Sixth Priority Maintenance of a reservation of retained earnings equai to the following
year's annual contribution toward debt service on the HRA Downtown and
Seventh Place Tax Increment Revenue Bonds, Series 1993, which is
$660,000.
Seventh Priority Maintenance of a reservation of retained eamings for RiverCentre
employees workers' compensation claims and contingencies in an
amount based upon recommendation from City Risk and Employee
Benefit Management Division.
Eighth Priority Maintenance of reservations of retained earnings for future parking ramp
repair and maintenance and for arena/auditorium repair and maintenance
in amounts deemed appropriate and authorized by the RiverCentre
Authority.
� Ninth Priority
� Tenth Priority
�
�
New capital projects as approved by the RiverCentre Authority and the
Saint Paui City Council, after review by the Capital Improvement Budget
Committee.
Maintenance of a reservation of retained earnings for future expansion,
additions or improvements to the RiverCentre facilities in an amount
deemed appropriate and authorized by the RiverCentre Authority.
is
o�-rs�
RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 8. OBLIGATION OF RIVERCENTRE AUTHORITY FOR DEBT RETIREMENT (continued)
8.C. Priority Policy for the Distribution of Operating Revenue (continued)
Eleventh Priority
Twelfth Priority
Maintenance of a reservation of retained eamings for planned promotions
in the amount of the RiverCentre's annual advertising budget.
Annual payment for debt service on the 1969 and 1970 City issued
general obligation bonds used for the original construction of the
RiverCentre in an amount up to one year of debt service.
Thirteenth Priority After consideration of items one through twelve above, any annual net
revenue as defined in the Sales Tax Revenue Bond Trust Indenture paid
to the Trustee by the following June 1 to be used for debt service on the
HRA Sales Tax Revenue Advance Refunding Bonds, Series 1996.
8.D. Sales Tau Revenue Bonds, Series 7999A
In March 1999 the City of Saint Paul issued its Taxable Sales Tax Revenue Bonds, Series
1999A in the amount of $72,570,000 to provide funds to pay a portion of the RiverCentre Arena
Project Casts.
Under the terms of the Indenfure of Trust dated February 1, 1999, between the City of Saint
Paul and Norwest Bank Minnesota, National Association (Trustee), funds are provided to
finance the Arena. A corresponding Joint Pledge Agreement dated February 1, 1999, was
executed between the Housing and Redevelopment Authority of the City of Saint Paul, the City
of Saint Paui, Norwesf Bank Minnesota, N. A., and RiverCentre Authority. The RiverCentre
Authority pledged the Arena Net Revenues to secure payment of the City's obligation of the
principal and interest on the Bonds. No revenues derived from any parking facilities owned or
operated by the RiverCentre Authority nor any other RiverCentre revenues other than Arena
Net Revenues are pledged to the payment of the Bonds.
During any period of time that the Arena Lease is in effect, the RiverCentre Authority agrees to
remif to fhe Trustee immediately upon receipt any`Arena Net hevenues received, subject io the
use of such Arena Net Revenues to pay the State Loan as provided in the State Loan
Agreement.
At any time that the Arena Lease is not in effect, the RiverCentre Authority agrees that on or
before June 1 of each year, commencing in 2001, the RiverCentre Authority shall remit to the
Trustee ail Arena tJet Revenues as of December 31 of the next preceding calendar year.
The long-term debt on the Sales Tax Revenue Bonds, Series 1999A, is reported by the City of
Saint Paul in its General Long-Term Debt Account Group.
Note 9. PENSION PLANS
The RiverCentre employees as City of Saint Paul employees are members of the Public
Empioyees Retirement Association (PERA) or a coordinated PERA—Social Security Plan. The
employer's share of these plans is paid by the RiverCentre Authority to the City of Saint Paul
as a portion of the reimbursement for the cost of employee fringe benefits (see Note 2.G.) and
is included in the financial statements as an operating expense.
16
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RIVERCENTRE AUTHORI7Y OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 9. PENSION PLANS (continued)
The tofal employer's share for the years ended December 31, 1999 and 1998 was $235,929
and $247,972 respectively. The total employee's share was $225,382 and $237,361,
respectively. Information on the City Employee Pension Plan is contained in the City's
Comprehensive Annual Financial Report for the Fiscal Year Ended December 31, 1999.
Note 10. RISK MANAGEMENT
The RiverCentre is exposed to various risks of loss related to torts; theft of, damage to, or
destruction of assets; errors or omissions; or natural disasters. The City of Saint Paul
administers the RiverCentre's risk management activities. The City is self-insured for general
liability on its property, including the RiverCentre complex. The City accounts for and finances
risk management activities in its General Fund. Claim expenditures and liabilities are reported
when it is probable that a loss has occurred and the amount of that loss can be reasonably
estimated. These losses include an estimate of claims that have been incurred but not
reported. Claim expenditures relating to tort liabilities are paid from the City's General Fund.
Workers' compensation cfaim expenditures are recorded in the City's General Fund and are
allocated to other City funds, including the RiverCentre Operating Fund, based upon a fringe
benefit rate applied to each fund's actual salaries. The liability for claims and judgments, with
the exception of the amount described in Note 5. that the RiverCentre Authority has agreed to
compensate the Minnesota State High School League for certain damages and losses, is
reported in the City's Generai Long-Term Debt Account Group because it is not expected to be
4iquidated with expendabie availabte financial resources.
The City of Saint Paul self-insures its liability for unemployment compensation benefits. City
funds, including the RiverCentre Operating Fund, are directly charged for actual costs incurred.
The RiverCentre has purchased blanket real and personal property and business interruption
insurance coverage of $106,746,794 with a deductible of $25,000 and $100,000 annual
aggregate. Insured losses between $2,500 and $25,000 will erode the $100,000 aggregate.
Once the aggregate has been eroded, on the next succeeding claim, the deductible will drop
from $25,000 to $2,500. There were no significant reductions in insurance from the previous
year or settlements in excess of insurance coverage for any of the past three fiscal years.
The City of Saint Paul purchases coverage for empioyee health and life insurance benefits.
These benefit plans are fully insured. The contributions required by employees to the health
and life insurance programs are dependent upon an employee's bargaining unit. There were
no significant reductions in insurance from the previous year or settlements in excess of
insurance coverage for any of the past three fiscai years.
A complete audit and actuarial analysis is conducted by the City's Risk and Employee Benefit
Management Division to insure proper premium, retention, and administrative charges. Tort
liability, workers' compensation, and unemployment compensation programs are administered
by the City with professional claim managers and attomeys.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 11. RETAINED EARNINGS
The Retained Eamings has been reserved for the following purposes:
Reserve
Working Cash Balance
HRA Downtown and
Seventh Place Tax
Increment Revenue
Bonds, Series 1993
Basis
3 months' operating expenses
9999 1998
$135,438
Annual payment toward HRA
debt service from RiverCentre
gross revenues (See Note 8.A.j
Note 12. RIVERCENTRE EXPANSION
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In 1993, the Saint Paul Housing and Redeveiopment Authority (HRA) issued Sales Tax
Revenue Bonds in the amount of $65,000,000 to provide funds for the expansion and
improvement of the RiverCentre. These bonds were refunded, by the HRA, in '1996. The
expansion includes an exhibition hall, banquet facilities, meeting rooms, a truck service dock,
and skyway. The Sales Tax Revenue Advance Refunding Bonds are secured by a one-half of
one percent {0.5%) City sales tax, RiverCentre net revenues, and monies held in accounts by a
Trustee of the HRA as defined in the Bond Indenture and Joint Pledge Agreement. (See Note
8.B. for obiigations of the RiverCentre Authority relative to the 1996 HRA Sales Tax Revenue
Advance Refunding Bonds.)
In 1998, the City began construction of the new multipurpose RiverCentre Arena which will
house a National Hockey League Expansion team. The City will receive an interest free loan
from the State of Minnesota in the amount of $65,000,000 for the construction of this arena.
Payments on this loan, which will be $48,000,000 due to the forgiveness of $17,000,000 by the
State, will begin in the year 2003 and be paid through the year 2020. A portion of the payments
by the hockey team will be used to repay the loan. The city will record the proceeds and liabifity
of the loan as it is expended by the State. As of December 31, 1999, the outstanding balance
of the RiverCentre Arena Note is $48,000,000 in the City's General Long-Term Debt Account
�roup.
Note 13. FUNDING AND PARTICIPATION AGREEMENT FOR RIVERCENTRE
IMPROVEMENTS
In March 1993, the RiverCentre Authority entered into an agreement with the Saint Paul
Housing and Redevelopment Authority (HRA) whereby the HRA provided a grant of $475,000
to the RiverCentre Operating Fund for capital improvements to the RiverCentre facilities. This
grant was made to compensate the RiverCentre for a parking incentive commitment given to
the Green Tree Financial Corporation, which has its headquarters in downtown Saint Paul.
Under the parking incentive commitment, the RiverCentre agreed to provide up to 300 parking
spaces, on a monthly contract basis, to Green Tree employees, for which the firsf 26 months of
the eight-year commitment would be provided at no cost, and for which the remaining five years
and ten months, commencing May 1995, would be provided at 50% of market rates.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscai Years Ended December 31, 1999 and 1998
Note 13. FUNDING AND PARTICIPATION AGREEMENT FOR RIVERCENTRE
IMPROVEMENTS (continued)
The $475,000 grant was reported as a capftai contribution in 1993. The monthiy contract rate
for unlimited parking was $65 for the first five months of 1996. From June 1, 1996 through
September 30, 1997 this rate was $69 per month. On October'I, 1997, the rate rose to $80
per month. Three hundred parking spaces could have generated parking revenue of $144,000
for 1999 and $144,000 for '1998.
Note 14. MANAGEMENT AND OPERATION OF THE PARKING RAMP
The RiverCentre Authority has entered into an agreement with APCOA, Inc. for the
management and operation of the RiverCentre parking ramp. The agreement stipulates that
APCOA, Inc. is to remit monthly parking gross receipts less operating expenses and costs and
less a management fee, all as defined in the agreement.
Note 15. CONTINGENT LIABILITIES
In connection with the normal conduct of its affairs, the RiverCentre Authority is involved in
various claims, litigation, and judgments. !t is expected thaY the final settlement of these
matters will not materially affect the financial statements of the RiverCentre Authority.
Note 16. SUBSEQUENT EVENT
� In May 2000, the Saint Paul Housing and Redevelopment Authority (HRA) issued Parking
Facility Lease Revenue Bonds in the amount of $7,240,000 to finance improvements to the
RiverCentre parking ramp. Annual debt service on the bonds will be financed by leasing the
improvements to the City of Saint Paui.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DETAIL
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999 1998
Actual Actual
OPERATING REVENUES - BUlLDING COMPLIX
Building Rentals
Multi-Purpose Arena
Wilkins Auditorium, Banquet Rooms
E�chibition Hall
Executive Meeting Rooms
Wilkins Exhibition Hall
Wilkins Bailroom
Grand 8allroom
Rental Offices
Total Building Rentals
181,673
399,862
122,673
62,835
19,100
218,625
116,688
1,121,456
167,108
140,949
492,725
84,675
45,001
17,825
129,738
48,044
1,126,068
Equipment Rentals
Tabtes, Chairs
Forklift Truck
Portable Stage Platforms
Public Address
Spotlights, Lekos, etc.
Piano
Sound Equipment
Easel/Stanchion
Podium/Lectem
Drapes
Barricades
AN Equipment
Miscellaneous Other Equipment
Total Equipment Rentals
� Building and Event Services
Attendants, Red Cross Personnel
Electricians, Engineers
Maintenance Labor
� EvenUStage Labor
Ticket Sellers
Ushers
Security
� Police
Fire Inspedor
OtherLabor
� Telephone, Contrect
E{ectric Hookups
Utilities
Rubbish Removal Fee
� Insurance
Box Office
Vacuuming
Damages
� Other Services
Total Building and Event Services
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Commissions
Exhibition Booths
Telephones, Pay
Television Rights
Advertising, Signage, Sponsorships
44,605
2,975
17,685
42,500
5,955
6,335
17,323
4,715
11,725
847
1,725
17,541
16,119
190,050
24,971
34,235
125.886
399,363
33,354
34,286
64,573
17,951
4,125
3,305
26,534
i40,180
4,885
18,081
1,940
70.954
11.349
26,783
11,530
1,057,285
105,244
19,836
38,146
29,671
2,250
18,195
36,650
7,180
6,725
17,305
3,205
10,905
7.804
9,855
149,745
29,423
38,417
107,693
427,693
65,931
119,474
85,087
16,375
5,745
2,667
48,730
175,975
6,003
20,850
325
39,749
8,518
9,818
1,211,473
90,000
7,712
2,500
71,260
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Schedule 1
Increase
jDecrease�
(767,'108)
40,724
(92,866)
37,998
17,834
1,275
88,887
68,644
4,L612)
14,934
725
(510)
5,850
(1,225)
(390)
18
1,510
820
847
1,725
9,737
6,264
40,305
(4,452)
(4,182)
21,193
(28,330}
(32,577)
(85,188)
(20,514)
1,576
(1,620)
638
(22,196)
(38,795)
(1.118)
(2.769)
1,615
31,205
2,831
26,783
1,712
(154,188)
15,244
12,124
�z,soo�
(33,1'14)
� 21 continued
Of �
RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DEfAIL
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999 1998
Actual Actuai
Operating Revenues/Commissions (continued)
Ticket Service
Facility Charge
Sponsorships
Profit Share
!n-Kind
Other Commission Fees
Total Commissions
25,837
79,817
278,500
58,656
140,000
(13,833)
732,203
25,958
302,573
43,500
40,164
2,771
586,438
Concessions
Commissary
Catering
Programs, Novelties
CoatCheck
Vending
Subcontract Foods
OtherConcessions
Total Concessions
Total Building Complex Operating Revenues
OPER.4TING REVENUES - PARKING FACILITIES
Parking Ramp Revenue
Hourly Parkers
Monthly Parkers
Event Parkers
Total Parking Ramp Revenue
Parking Lot Revenue
Seventh Street Lot
PSI Lots
7otai Parking Lot Revenue
Total Parking Facilities Operating Revenues
TOTAL OPERATlNG REVENUES
OPERATING IXPENSES - BUILDING COMPLIX
Generai Operating Expenses
Salaries, -
Employee Fringe Benefrts
Audit Fees
Contracted Accoun6ng Services
PostagelCouriers/�reigh[
Telephone, Local
Telephone, Long Distance
Catering
Cellular Phones
Auto Allowance
Printing and Duplicating
Advertising, VS. Local Meals
Printing - Marketing
Transportation - Travel
Lodging, Meals
Registration Fees
Dues and Memberships
Insurance, All Risk
Insurance, Employee Surefy Bond
253,696
273,176
50,279
1,670
8,616
24,340
225
612,002
3,712,996
96,633
1.'129.592
889,573
2.115.798
2,'115,798
5,828,794
143,601
43,857
8,335
38,515
s,sas
27,698
5,473
976
144
4,242
3,347
339
1.964
2,028
2,065
2,657
46,508
�
1,060,600
44,068
65,700
36,733
10,862
1,217,963
4,291,687
94,730
1,043,720
80&,930
1,945,380
75,4'16
77,820
153,236
2,098,616
6,390,303
207,4'18
57,62i
7,115
15,307
a,ssa
31,782
6,079
836
1,425
202
833
4,984
6,683
3,605
4,730
2,181
3,099
41,629
404
Schedule 1
Increase
�Decreas�
(121)
(222,756)
235,000
18,492
140,000
(16,604)
145,765
(806,904)
229,108
(15,421)
1,670
8,616
(12,393)
(i0,63�
(605,961)
(578,691)
1,903
85,872
52,643
170,418
(75,416)
(77.820)
(153,236)
17,182
(569,509)
(63,81 n
�'r3.7'i'vj
1,220
23,208
2,982
(4,084)
(606)
(836)
(449)
{58)
3,409
(1,63�
(6,�)
(1.641)
(2,702)
(116)
�442)
4.879
(404)
continued
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DETAIL
FOR THE FISCAL YEARS ENDED DECEMBER 3I, 1999 AND '1998
(Amounts in doilars) 1998 1898
Actyal Actua�
Generel Operating Expenses (continued)
Office Equipment Maintenance Contracts
Office Equipment Repair
Equipment Rental
Office Supplies
Newspapers and Periodicais - 6cecutive
Central Service Cost Allocation
Street Maintenance Assessment (PV�
Stortn SewerAssessment(PV�
Town Square Assessment (CS)
Public lmprovement Assessment
Miscellaneous Expense
Depreciation of Building Improvements
Depreciation of Equipment
Bad Debt Expense
Charge Card Fees
Ticketmaste� Fees
Total General Operating Expenses
3,456
368
4,309
15,258
297
'156,783
25,090
153,905
52,732
329,071
(7,710)
26,931
5,597
7,104,712
6,708
478
13,752
11,594
1,414
124,245
6,274
8,280
2,311
2,5'15
332,529
52,732
264,214
19,730
17,416
11,725
7,276,514
Finance Expenses
Salaries
Employee Fringe Benefits
Contracted Accounting Fee-City Financial Se[vices
Gonsultants/Contracted Services
Miscellaneous Expense
Total Finance Expenses
Box Office Expenses
Salaries
Employee Fringe Benefits
Professional/Contracted Services
Tetephone - Local
Cellular Phones
Auto Allowance
Printing
Advertising
Transportation
Regisiraiion �ees
Lodging, Meals
Dues and Memberships
Office Equipment Maintenance Contracts
Office Equipment Repair
Check Verify Services
A�rnored Car Service
Office Supplies
Miscellaneous 6cpense
Total Box Office Expenses
Building Power Expenses
Salaries
Employee Fringe Benefits
Sewer Charges
Eledricity
Gas
Water
105,545
28,927
16,357
4,244
155,U73
8'1,356
19,969
3,955
2,217
542
833
50
403
530
920
195
569
59
5,828
2,403
4,939
1,529
126,297
267,025
91,427
19,177
427,700
13,382
10,306
84,204
24,291
17,908
14,939
508
14'1,850
97,803
24,801
9,550
209
1,033
3�0
56
495
734
180
�,164
35
2,642
2,239
2,388
6,943
150,572
294,293
1'14,784
24,156
556,846
6,404
15,052
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Schedule 1
Increase
�Decrease�
(3,252)
(110)
(9.443)
3,694
(1,1'I�
32,538
18,816
(8,280)
(2�3�'I)
(2,515)
(178.624)
64,857
(27,440)
9,515
(6,128)
(171,802)
21,341
4,636
(1,551)
(10,695)
(508)
13,223
(16,447)
(4,832)
(5,595)
2,217
333
(200)
(300)
50
347
35
186
15
(595)
24
3,186
164
2,551
5,41A
(7A,275)
(27,268)
(23,357)
(4,979)
(129.146)
6,978
(4,746)
23 continued
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DETAIL
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999 1998
Actual Actuat
Building Power Expenses (continued)
District Cooling 429,9'11 266,887
District HeaSng 213,120 208,153
Total Building Power F�cpenses 7,472,048 1,486,575
Building Maintenance Expenses
Salaries
Employee Fringe Benefits
Contracted Electncians
Other Contracted Maintenance
Ushers
Security Services
Police
Fire Inspector
ConVaded Cleaning Services
Red Cross Personnel
Celiular Telephone
Catering
Contrac[ed Communications
Building Repair
Grounds Maintenance
Self-Propelled Vehicie Repair
Equipment Maintenance and Repair
Elevator, Escalator Maintenance and Repair
Refuse Service
Pest Control
Plumbing Supplies
ElecVic Supplies
Paint Supplies
Janitor Supplies
Other Maintenance Supplies
Other Maintenance Services
Motor VehiGe Fuei, Oil, Parts
Safety Supplies, Small Tools
Stage Tech Supplies
Snow Removal Supplies
Total Building Maintenance 6cpenses
566,761
166,229
4,168
4,307
30,550
66,875
15,051
5,472
13,671
22,008
723
2,895
15,698
1,075
6
12,674
54.259
13,102
1,789
9.829
16,291
1,661
24,861
5,277
1,833
819
171
7,420
178
1,068,593
585,731
162,485
21,301
34,633
120,309
124,639
16,720
5,310
35,285
27,920
1,289
6,436
20,808
2,970
2,450
14,580
14,707
20,293
581
2,694
19,216
7,039
28,9Q1
36,013
6,055
673
36
5,666
502
1,325,242
Event Managers
Salaries
Employee Fringe Benefits
Totai Event Managers Eupenses
Security Managers
Saiaries
Employee Fringe Benefits
Total Security Managers Expenses
173,838
54,635
228,473
140,089
22.724
162,813
167,483
52,260
219,743
37,238
11,256
48,494
Event Services
Salaries 371,919 406,063
Employee Fringe Beriefiis 71,502 60,468
Total Event Services F�cpenses 443,421 466,537
24
Schedule 1
Increase
�Dec�asej
'163,024
4,967
(14,527)
(18,970)
3,744
(17,133)
(30,326)
(89,759)
(57.764)
1,331
162
(21,614)
(5,9i2)
723
('1,289)
(3,541)
(5,110)
('1,895)
(2,444)
('1.906)
39,552
(7,191)
1,208
7,135
(2,925)
(5,378}
(4,040)
(30,796)
�
146
135
1,754
(324)
(256,649)
6,355
2,375
8,730
102,851
11,468
114,319
(��1�)
11,034
(23,110)
continued
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAU�, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DETAIL
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999 '1998
Actual Actual
Marketing Expenses
Salaries
Emplbyee Fringe Benefits
ProfessionaUCoMraded Services (Join} Plan)
Joint Plan
Postage, Freight
Grand Opening
Catering
Ceilular Phones
Auto Aliowance
In-Kind Expenses
Marketing Printing
Touchstone Energy
Speciat Press Events
Marketing Advertising-Local
Marketing Advertising-National
Photography
Sponsor Signage
Community Spending
Trensportation
Lodging, Meals
Registration Fees
Dues and Memberships
Staff Apparel
Office Supplies
NewspaQers and Periodicals
Marketing Miscellaneous
Total Marketing Expenses
Total Buiiding Complex Operating Expenses
'128,596
36,573
54,538
49,088
108
187
� ,336
40,000
14,505
108,459
364
22,117
831
1,024
3,771
1,702
1,735
2,777
2,101
1,110
901
82
266
2,733
474,904
5,236,334
120,904
34.614
146,07D
9,495
23,037
3�,907
14A
'1,366
10,260
soo
1,002
7,762
57,099
2.289
2,473
1,7D3
1,990
210
195
39,108
492,728
5,607,649
OPERATING IXPENSES - PARIONG FACi�1T/ES
Parking Management Opereting Contrect:
Salaries and Fringe Benefits
Bookkeeping Fees
Ramp-Refunds
Collected by Owner
Management Fees
Insurance (Liability)
Subtotal Parking Management Operating Contract
Parking Facilities Expenses
Uniforms & Laundry
Postage
Telephone
Ramp-Security
Computerized A/R
Financial Services
Cash Difference
Reimbursed F�cpenses
Auto Damage Claims
Printing, Supplies
Advertising
Office Supplies
Paint Supplies
Janitor Supplies
330,909
4,200
11.792
26,470
28,087
401,458
101
646
6,394
9,403
7,326
3,309
(�)
1,262
2,767
1,032
3,210
173
1.196
274,439
4,200
16,941
16,225
25,284
30,246
367,338
119
758
4,959
20,218
10,677
3,347
271
(110)
4,513
2,100
4,520
3,451
3,483
2,558
o�- is�
Scheduie 1
Increase
[De_crease�
7,692
1,959
(91,532)
49,088
(9,495)
(23,03�
(31,799)
43
(30)
40,000
4,245
� o�,sss
(638)
14,355
(56,268)
1,024
3,771
1,702
(554)
304
398
(880)
901
(128)
71
(36,375)
(17,224)
371,3�
56,470
(5,149)
(16,228)
1,186
(2,159)
34,120
��$)
(112)
1,435
(10,815)
(3,351)
(38)
(335)
11D
(3,251)
667
(3,488)
(241)
(3,310)
(1,362)
25 continued
,
pi-}s�
RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DETAIL
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999 1998
Actual Actual
Parking Facilities Expenses (continued)
Miscellaneous Maintenance Supplies
Fuel
EVectnc Power
Grounds Maintenance
Rubbish Removal
Equipment Repair, Parts, Rentals
Gas/Electric Heat
WatedSewer
Snow Removal, Supplies
Eledricaf Suppfies
Elevator Maintenance
Equipment Parts, Rental
Depreciation Expense
Building Repair, Maintenance
Maintenance and Repair, Structural
Miscellaneous Administration (Other) 6cpense
Total Parking Facilities Operating F�cpenses
2,349
582
63,913
658
1,912
'16,390
11,833
700
13,898
258
13,223
(208)
9,858
305,'102
3,'141
881,822
6,118,156
(289,362)
150,738
(135,953)
55,569
(128,125)
(57,771)
(347,133)
(660,000)
(b"bU�Uf/Uj
(1.007.133)
181,082
181.082
3,960
529
76,315
1,'170
2,309
17,595
11,201
728
12,033
1,056
33,514
35,258
7,214
6,143
342.440
22,055
1,U01,722
TOTAL OPER.4T/NG IXPENSES
OPERATIN6INCOME (LOSSJ
NON-OPERATING REVENUES (EXPENSES)
Interest on Investments
Increase (Decrease) in Fair Value of Investments
Hotel/Motel Ta�c
Miscellaneous Revenue
Gain (Loss) on Retirement of Equipment
Interest Expense - Capital Lease
Total Non-Operating Revenues (F�cpenses)
INCOME (LOSS) BEFORE OPER.4TlN6 TRANSFERS
OPERATING TRANSFERS IN (OUn
To City of Saint Paul General Debt Service Fund
To Saint Paul HRA General Debt Service Fund
Total Operating Transfers In (Out)
NET INCOME (LOSS)
CAPITAL ITEMS
Equipment
Total Capital Items
�
6,609,371
(2'19,06�
238,768
23,749
59,318
9,062
(2.962,838)
(2 632,54�
(2,851,609)
(28,000)
(660,000)
j'oab;�6uj
(3 539.609)
2,199,505
2.199.505
Schedule 1
Increase
(Decrease.�
(1.611)
53
(12,402)
(512)
(39�
(1,205)
632
�2$)
1,865
(798)
(20,291)
(35,466)
2,644
(6.143)
(37,338)
(18,914)
(119,900J
(491,215)
(70 294)
(88,030)
(159,102)
(3,749)
(9,062)
2,962,838
(128,125)
2,574,770
2,504,476
28,000
2S,
2 532 476
(2,01$,423)
(2 018.4231
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_ _.�;_-
GERRY STRATHMAN
Dircttor
Mazch 12, 2001
CITY OF SAINT PAUL
COUNCIL INVESTIGATION AND RESEARCH CENTER
Mayor Norm Coleman
Suite 390
City Hall
St. Paut, MN 55102
Deaz Mayor Coleman:
�` �
The City Councit at its February 28 Organizationat Committee meeting decided to hold a policy
session on Mazch 21 regazding the Administration's efforts to develop a proposal to consirucY a
stadium in Saint Paul for the Minnesota Twins. For this sessiott, the Council has the following
quesrions that it would like a representative from the Administration to address. It is my
expectation that the policy session wi12 consist primarily of tiie Administration's response to these
questions.
I)
2)
Is the Adtninistration working on any proposals for building a baseball stadium for
the Minnesota Twins in Saint Paul? If yes, ptease describe these proposals.
VJhat aze the financing options being considered for the conshuction of a Twins
stadium?
3) Do any of these proposals include the possibility of issuing stock for public
ownership of the Minnesota Twins? Do any of the proposals involve a role for the
City of Saint Paul in the ownership of the Twins?
4) Is any City employee working on any proposals for bailding a baseball stadium for
the Minnesota Twins in Saint Paut? If yes, who is involved and what is the nature
and extent of this involvement?
5) Is the RiverCenlre Authority or any of its employees working on any proposals for
buiiding a baseball stadium for the Minnesota Twins in Saint Paul? If yes, who is
involved and what is the nature and e�rtent of this involvement?
6) Is any former City employee working on a proposal to develop a plan for buiiding
a baseball stadium in Saint Paul? If yes, who is involved and what is the nature
and ea-tent of this involvement?
7) If a former City employees are working on proposals to develop a plan for
CITY HALL SUITE 310 SAINT PAUL, MINNESOTA 55102-I615 651/266-8560
.�.
Pnmed on Rtcyckd Paper
C�l-!S$'
constructing a baseball stadium in Saint Paui, does the Adiuinistration pian to hire
or contract with these former empioyees to act as consuttants to the City on ttris
issue?
8) Has the City Attomey or anyone on the City Attomey's staff been consulted or
provided legal advice regarding pmposals to consimct a basebail stadium for the
Twins?
9) Is any outside consultant (legal, financial, sport facility, lobbyist) working on
behalf of the city to develop a plan for building a baseball stadium in Saint Paul or
to provide legal advice on tius issue? If yes, who is involved and what is the
nature and e�ent of tSris involvement?
10) Have any of the City's lobbyists consulted with the City's legislative delegation
regarding proposals to conshuct a Twins baseball stadium in Saint PauI? Have any
of the City's Iobbyists consulted with ot6er state Iegislators regarding proposals
for a baseball sYadium to be conshucted in Saint Paul?
11) Has anyone on behalf of the Ciry discussed a proposal to build a Twins baseball
stadium with employees or representafives of anofher unit of government, such as
the City of MinneapoIis, Ramsey County, Minnesota Department of Finance, etc.?
22) Has anyone discussed, on behaif of the City, a proposai to build a Twins baseball
stadiwn with employees, representatives or owners of the Minnesota Twins? If
yes, who has been involved and what has been the nature and eactent of this
involvement?
12) What is the time line for these pmposals? Is there an expectation that the City
Council will need to take action this yeaz on any proposal? If yes, when can the
City Council e�spect a proposal from the Administration?
13) If City action is required, wi11 the Administration seek a Citywide vote on a
stadium proposal? What other opportunities does the Administration foresee for
public participation?
By asking these questioas, the City Council dces not wish to imply that they are opposed ta the
construction of a Twins baseball stadium in Saint Paul. Rather, the Couucil would like the
opportunity to uaderstaud the options under consideration and have the chance to contribute to
the framework within wluch these proposals can be developed and considered. If you have any
concerns or questions about the policy session, please contact me (6-8575).
S' re , `—�/��
erry�an, D'uector
bl- fS�'
cc: counoilmembers
Susan Kimberly, Deputy Mayor
Peter Hames, D'uector, Office of Financial Services
Clayton Robinson, City Attorney
Dick Zehring, Chairman, RiverCentre Authority
Council File # � � 1
OR�GINAL
Presented By
Green Sheet # �(p4$ G
31
o\
C/ U ' \ �„�*' ' "� \
Referred To _��„ J��� Committee: Date
ti.��
2 WHEREAS, in C.F. 01-1, adopted January 3, 2001 and approved uary 12, 2001, the
3 Council of the City of Saint Paul (hereinafter the "Council") denied an� peal by the Summit
4 Avenue Residential Preservation Association concerning the demolitj n of a non-designated
5 structure located within the Historic Hill Preservation Distdct; and'
6 �
7 WHEREAS, the Council further noted in C.F. Ol-1, that�°� ere may exist within
8 designated preservation districts significant numbers of non- `signated structures which could be
9 demolished because they lacked individual historical merit � t, if considered as a group,
10 contributed to the heritage preservation district and that
11 Preservarion Commission to study and report back to tt;
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
dealing with demolition permit applications for
historical preservation districts; and
A Council called far the Heritage
Council a recommended policy for
;nated structures within designated
WHEREAS, Minn. Rule 4410.4500 pro,' des governmental units with the authority to
order preparation of Environmental Assessme Worksheets (EAV� for projects which are not
exempted from EAW requirements under . Rule 4410.4600; and
WHEREAS, although Minn. Ru " 4410.4600, Supt. 21(e) exempts demolition of
individual non-historic buildings and s ctures from the EAW process, it appears that the
demolition of more than one non-his ` ric building and structure as a part of a development
project located within a heritage pr ` ervation district may not be exempt or may be a connected
or phased action under Minn. Ru 4410.020Q Subps. 9(b) and 60 which may have tl�e potential
for significant environmental e� ects and necessitate the preparation of a discretionary EAW; and
WHEREAS, the de olition of more than one non-historic building and structure as a part
of a development project cated within a heritage preservation district may also be contrary to
the declaration of publi olicy and purpose with respect to heritage preservation as set forth in
Legislative Code 73A (1-5): NOW, THEREFORE
BE IT RE LVED that the Heritage Preservation Commission, in con}unction with the
department ofpl �ng, study and report back to the Mayor and Council a recommended policy
for dealing wi demolifion permit applications for non-designated shuctures within designated
historicai pr ervation districts; and
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
i
2
3
4
5
6
7
8
9
10
BE IT FINALLY RESOLVED, that the Heritage Preservation Commission study should
be undertaken, completed and reported no later than sixty days from the adoption of this
resolution.
�
/ ��
��
, � ��
� ��\
�\
� � t
Requested by Department of:
By:
Fomi Approved by City AttOmey
B .-f.ifr� �Uwwt-- 2— t Y— c� /
Adopted by
Adoption C�
By: _
Approved
By: _
Date
by Council Secretary
Mayor: Date
Approved by Mayor for Submission to Council
By:
o�.158.
o�_ �s$
co,mcilmemUer senanav
ovz��o�
GREEN SHEET
N�i 06086
Councilmember Benanav 2668640
AUST BE IXJ COUNqL AGHJQl1
O?J21/Ol: Consent
TOTAL # OF SIGNATUI2E PAGES
m�u�r owceraa
rnrcai�ca
❑ rn�nouev ❑ arve�auc
❑ nu�ru�aaverson. ❑ wwcu��uxro
❑ MVOR�ItAiCffN111 ❑
(CLIP ALL LOCATtONS FOR SIGNATURE)
Council approvat of resolution asking Historic Preservation Commission to undertake a study for the ptupose of developing a policy for EAWBIS
assessment of demolirion permit requests involving non-hisotrical struct�ues located in designated his[oric districts.
a
PLANNING CAMMISSION
CIB COMMITTEE
CIVIL SERVICE COMMISSION
IIy-19�;i�P19d
SOURCE
0.50NA� SERViCE.CONiRqGfS MUST ANSWER TNE FOLLOWfNG QUES7ION5:
F�HB tl116 PBB�� EVBf NOIkEd u11dM 8 C011h84t fOf UIB depafd11211Y1
YE$ NO
Fins M�s oe�soNfirm ever beon a ciy' empbyee9
Y6 NO
Does Mis peiconlfiim Vaee� e sldl not normellypo�essed M anY WtreM city emObY�?
YES Nf)
Is this OH���m a tarpMM verMOr!
Y6 NO
dain all ves arrev/e�a an seoHrate aheet and aGac� to➢raen aheet
COET/REYENUE BUD6ETED (GRCLE ONE)
ACTIVRY NUMBEA
YEE NO
INFORMAiION (IXPWt�
o l-1 5 g
Mazch 21, 2001, City Council Agenda
Page 6
36. Second Reading - O1-249 - An ordinance amending Ordinance No. 13537
approved January 31, 1967, by deleting the roadway of Maria Avenue - Seventh
Street to Hudson Road from the truck route ordinance.
37. First Reading - O1-277 - An ordinance creating a new Chapter 156 and amending
Chapter 18 of the Saint Paui Legislative Code to authorize the designation of
pedestrian safety crossings and authorizing the Legislative Hearing Officer to hear
appeals of decisions related to pedestrian safety crossings.
38. First Reading - O1-278 - An ordinance adopting food protection standards wluch
will pennit the City to enter into compliance with the requirements of the
Minnesota Departments of Health and Agriculture and allow to enter into
delegation agreements with each agency. (Companion to
39. First Reading - O1-279 - An ordinance repealing Chapter 331 of the Saint Paul
Legisiative Code relating to food protection. (Companion to
40. First Reading - O1-280 - An ordinance placing the position titled General Manager
- Saint Paul Regional Water Services in the unclassified service pursuant to
Section 12.03.2(I� of the City Charter.
41. POLICY SESSION
A. Discussion of the RiverCentre's proposed "mission for the future."
B. Discussion of the Administration's efforts to develop a proposal to
construct a stadium in Saint Paul for the Minnesota Twins.
**********************s***ss*******s********
Council Meetiag Information
webane
For an updated copy ofour City Council Meering agendas or minutes, please visit our website at
www. ci. smaul. mn. us/council.
Cab[e
City Council Meetings are cablecarted live on Channe118 and repeated on Thursdays at 7:00 p.m., Saturdays at
12:30 p.m., and Sundays at 1: 00 p.m. (Subject to change). Also, the City Council Agendas are cablecasted during
the following times: Saturdays at 8:00 a.m., Sundays at 6:30 p.m., Mondays at 8:00 a.m. 1:30 p.m., 5:30 p.m.;
Tuesdays at 8:00 a.m., 5:30 p.m.; and Wednesdays at 8:00 a.m., 1:30 p.m. (Housing and Redevelopment Authority),
3:OOp.m.
****************************s****************
March 21, 2001, City Council Agenda
Page 5
30. Preliminary Order - O1-276 - In the matter of acquiring portions of Lots 4 through
9, Block 41, Lot 1, Block 46 and Lots 1 through 4 for property located in Rice &
Irvine's Addirion for the irnprovement of the Science Museum of MinnesoYa, and
setting date of public hearing for Apri14, 2001. (File #18943E)
FOR DISCUSSION
31. Resolution - O1-158 - Requesting the Historic Preservation Commission to
undertake a study for the purpose of developing a policy for EAW/EIS assessment
of demolition pernut requests involving non-historical structures located in
designated historic districts. (Laid over from February 21)
32. Resolution - O1-235 - Approving the appointments of Peter Eigenfeld, David
Glass, Jim Lonetti, Mike Skiltrud and the reappointments of Isaac Contreras and
John Bazry Margot, by Mayor Coleman, to the Saint Paul Long-Range Capital
Improvement Budget Committee (CIB). (Laid over from March 14)
ORDINANCES
NOTE: AN ORDINANCE ISA CITYLAW ENACTED BYTHE CITYCOUNCIL. Tf IS READ AT FOUR
SEPARATE COUNCIL MEETINGSAND BECOMES EFFECTlVEAFTER PASSAGE BYTHE
COUNCIL AND 30 DAYSAFTER PUBLICATTONINTKE SAINT PAUL LEGAL LEDGER
33. Third Reading - O1-215 - An ordinance finalizing City Council action granfing the
anplication of O'Ha� En�texpris_es� Inc,_ to re_zone property_at 225 North Wilder _
Street from B-2 Community Business District to RT-1 Two Family Residential
Disirict to allow cottversion to a duplex. (Public hearing hetd February 7, 2001)
34. Third Reading - O1-216 - An ordinance finalizing City Council action granting the
application of John Schumacher to rezone property at 330 Prior Avenue North
from RT-1 to OS-1 to allow a purification center. (Pubtic hearing held February 7,
2001)
35. Second Reading - O1-248 - An ordinance amending ChapYer 33, Secteon 33.04 by
providing for time limits for completion of construction, alterations or
improvemeats oa buildiag permits issued by the Buitding Official.
D I- � �F�
. �.
i4f
CITY OF SAINT PAUL
COUNCIL INVESTIGATION AND RESEARCH CENTER
�� �
GERRY STRATHMAN
Direttor
Mazch 12, 2001
Richazd H. Zehring, Chair
RiverCentre Authority
175 West Kellogg Boulevazd,
Suite 501,
Saint Paui Minnesota, 55102
Dear Mr. Zehring:
The Saint Paul City Council is reviewing RiverCentre Authority Resolution # 3277 (stating the
Authority's mission for the future) at it Wednesday, March 21, 2001 City Council Policy Meeting
at 330 P.M. in the City Council Chambers. The Council is formally inviting you to attend this
importanY meeting so that you may more fully explain the intent of the Authority's new mission
statement and answer Councilmember's questions. Please feel free to bring other Authority
members and execurive staff to the Council meeting, as you deem appropriate.
Some Councilmembers have expressed concerns that the scope of the new mission is much
broader than the historical role the Authority has assumed under the powers and responsibilities
granted the Authority per state statutes; and that the new mission could easily be construed to
conflict with the legislative responsibilifies of the Saint Paul City Council. Also the Council is
quite concerned with the Retained Eaznings Deficit for the itiverCentre Operating Budget, and
thus they aze concerned with any Authority proposals to spend discrefionary money on initiatives
outside the RiverCentre Compiex.
Besides explaining the practical intent of the new mission, please be prepared to identify:
1) Specific azeas of concern regazding transportation, traffic and pazking; and proposed
solution options and cost estimates for the various solutions.
2) Specific areas of concem regazding public safety, downtown cleanliness and attractions,
marketing and promotions; and proposed solution options and cost estimates for the various
solutions.
3) The partners and other organizations the Authority would like to bring together on a
regulaz basis to discuss fuhue and further opporiunities for downtown Saint Paul and provide
some eYamples of how those opportunities could transiate into maximum benefits for
residents and businesses in all of Saint Paul's neighborhoods.
CITY HALL SUITE 310 SAINT PAUL, MINNESOTA 55102-1615 651�266-8560
.�.
PrintW on RecyclM Paper
1� ��-IJ�
4) All Authority approved or planned 2001 spending for activities Outside the RiverCentre
Complex," including financial support for downtown promotions or contributions to other
agencies and organizations which pmmote Saint Paul.
� All anticipated work program items for the Authority or its staff for "outside the
RiverCentre Complex" initiatives, even if no RiverCentre or Hotel-Motel Tax money is
anticipated to be used for the iniCiatives.
6) Projections for how much total additional revenue is expected to be generated this year
from RiverCentre Event Pazking when the raYe was increased from $6 to $8 per event,
including how much of the additional revenue will go to the Wild for hockey games, how
much will go to the Authority, and how much of the Authority's money is being reserved for
debt service for the skyway-tunnel connection to the RiverCentre. Does the Authority have
any formal position for using the new event pazking revenue which is not reserved for
skyway-tunnel connection debt?
7) Projections for how much total additional revenue is ea�pected to be generated this yeaz
from RiverCentre Event Parking when the rate was increased from $8 to $10 per event, and
how much of the additional revenue will go to the Wild for hockey games and how much will
go to the Authority. Does the Authority have any formal position for using this additional
revenue?
Sincere
rry S an, Director
cc: Councilmembers, Lois West Duffy, Richard Aguilar, Richard Beeson, Donald Del Fiacco,
Richard Ginsberg, Robert Schwartzbauer, Robyn Hansen, Erich Mische, Mayor Coleman,
Susan Kimberly, Clayton Robinson, Peter McCa11, Peter Hames
21 Mar 2BH1 12:54PH CapitolRiver Council FAX: 2218581
���
D�sm�r z�
CapitolRiver
Council
332 Minnesota Saeec Suite W1250, Saint Paul, MN 55101
Webutc: mvw.capicotriv¢�,oig E-mail: capcivex@cista�rtlly.net
21 MarCh 2001
City Council President Dan Bostrom
City Hall
15 West Kellogg Blvd.
Saint Paul, MN 55102
651-?27-04SS
Re: March Poticy Sessioq RiverCentre Authoriry Reso[ution #3277
Dear Council President Bosnom,
PAGE 1 OF
OI—tSF�
FAX 651-221-0581
The CapitolRiver Council Board of Directors met today and discussad the RiverCentre
Authority's mission statement for the future and their "Visitors Suategy for powntown Saiiit
Paul" and the following resolutions were passed:
Resolution #1:
"The CapftolRiver Council requests that the Saint Paul City Counci3 reaffum iYs I975 resolution
that established the "Saint Paul Citizen Participation �rocess". A method that brings people in
each district together to improve their neighborhoods and to be part of city govemment's
decision-making process. We further request that the SainY Paul City Council reiterate it's
support that ati neighborhood developments be reviewed for comment by the appropriate Districi
Councii: '
Resolution #2
"The CapitolRivet Counci3 as a weil establi�hed Cortununity Council with an ei�cted Board of
Directoas.shoutd be granted authority to oversee operatioas and take over developments of the
RiverCentre. The RiverCentre Authority as an advisory group should report to the CapitotRiver
Council "
Please incIude our resolutions in your discussion at today's Policy Session.
Sincerely,
Bill Englund, Cha'u
o� �s�
Wild Troll� Recap for October
W 7th
11-Oct 273
15-Oct 169
18-Oct 255
20-Oct 250
22-Oct 173
27-Oct 215
29-Oct 259
Grand DT
344
105
185
157
146
179
200
303
83
113
205
97
274
172
Totals 1594 7316 7247 4157
Totals From October 11, 2000 thru February 28, 2001:
20806
vi-�58
WILD RIDER RECAP
November 2000
Ot
Wiid Shuttle Rider Recap for December
2D00
ot - l5�'
WILD RIDER RECAP January 2001
C�I-IS $
�
Selected RiverCentre Authority Partnerships
RiverCentre Tunnet Connection: The RiverCentre Authority has committed
$2.2 million of parking revenues from contract parking at the RiverCentre Parking
ramp to assist in financing the RiverCentre Tunnei Connection.
Central Librarv Tunnel Connection: The RiverCentre Authority has committed
up to $800,000 to construct the underground tunnel connection to the Saint Paul
Central Public Library. This $800,000 commitment comes from $1 of the first $2
increase of event rate parking at the RiverCentre Parking Ramp.
Taxicab Stands: The RiverCentre Authority has worked with LIEP and the taxi
industry to identify better, more visible locations for cab service during Minnesota
Wi1d games, and major RiverCentre events.
Minnesota Wild Shuttle: This shuttle service has provided transportation to
thousands of Minnesota Wild fans. This is a cooperative eifort between the
Capital City Partnership, the Minnesota Wi►d, the Saint Paul Area Chamber of
Commerce, the RiverCentre Authority, the Convention and Visitor's Bureau, the
City of Saint Paul and other organizations.
Minnesota State Hiqh Schoof LeauqelWCHA Tournev Shuttfes: This shuttle
service has provided transportation to thousands of Minnesota Wild fans. This is
a cooperative effort between the Capital City Partnership, the Minnesota Wild,
the Saint Paul Area Chamber of Commerce, the RiverCentre Author+ty, the
Convention and Visitor's Bureau, the City of Saint Paul, Standard Parking and
other organizations.
RiverCitv Ambassadors: These goodwill Ambassadors have delighted
thousands of Minnesota Wild fans, Saint Pau1 Winter Carnival Parade attendees,
Minnesota State High School League Tournament attendees and others. This is
a cooperative effoR between the Capital City Partnership, the Minnesota Wild,
the Saint PauV Area Chamber of Commerce, the Saint Paul RiverFront
Corporation, the Saint Paul Hotel, the Lowertown Redevelopment Corporation,
the RiverCentre Authority, the Convention and Visito�s Bureau, the City of Saint
Paut, Standard Parking and other organizations. In addition, General Mills
Corporation contributed $7,500 to this project as part of their bannering project
on Kellogg Boulevard.
Traffic and Parkina Coordination Meetinqs: The RiverCentre Authoriiy has
hosted these weekiy, and bi-weekly meetings since June. Participants incfude
the Ordway Center for the Performing Arts, the Science Museum of Minnesota,
Public Works, the Saint Paul Police Department, SPAC and Wild staff, the
Convention and Visitor's Sure.au, Landmark Center and othet' individuals and
organizations. This group meets frequently to compare notes regarding events,
parking and traffic issues and attempts to get ahead of the curve to meet
bi-�5�1
challenges and handle new opportunities.
Bouyed by the enthusiasm of the MSHSL and WCHA tournaments returning to
Saint Paui, the RiverCentre Authority and SPAC worked with the Convention and
Visitors Bureau to enlist the aide of dozens of volunteers to hand out maps,
buttons, directions, advice and good cheer to the thousands of visitors who have
come to our City during "March Madness".
Meetincls with District 17 CouncillNorth Looa Block Gtub: Met with these
organizations to share with them the happenings at RiverCentre and ask how we
can work with them to address needs and concerns they may have about
visitors, downtown issues and the impact of the RiverCentre on their
organizations and members.
Rov Wilkins Center: The RiverCentre Authority, in cooperation with the City of
Saint Paul, the CVB, the Ordway, SPAC, and other organizations, is working
hard to secure public and private funds to build a living, perFormance facility
memorial and tribute to one of America's Civil Rights leaders.
Snoopv Paint-A-Thon: The RiverCentre Authority worked with the City of Sa�nt
Paul and other sponsoring organizations to provide space and staff support for
the great Snoopy Paint-a-Thon that set the stage for the phenomenal success of
"Peanuts on Parade" in Saint Paul.
ParkSmartiShuttleSmart: These two educational programs were created to
inform the public traveling to our facilities of the more convenient, less hassle
way of coming to Saint Paul, and how to relieve tra�c congestion at and around
our facilities. Partnerships with the Sa'int Paul Pioneer Press, the CVB and the
Saint Paul Area Chamber of Commerce have heiped to print hundreds of
thousands of these invaluable resource tools for visitors and commuters to our
City.
Diversitv Marketinct: Spearheaded by the efforts of Commissioner Richard
Aguilar, this group meets regulariy to discuss how the RiverCentre Authority, the
CVB and SPAC can be more effective at expanding our network into the ethnic
marketp{ace. This important market is a mu4ti-billion one for the R+verCentre to
be engaged with and active with.
Kelloa9 Boulevard Proiect: The RiverCentre Authority worked closely with the
City's Public Works Department, and other organizations, to determine the
impact of this major project on customers, tra�c and commuters. Through a
broad scope of discussion, coordination of this project, and communicating its
impact to the public has become a central element of the effort to make sure this
project goes smoothly, with as minimal disruption as possib{e.
�1
Interdepartmental Memorandum
CITY OF SAINT PAUL
��....
DATE: October 18, 2000
T0= RiverCentre Authority Member Dan Bostrom
CC: RiverCentre Authority Members
RiverCentre Authority Bxecutive D'uector
Mayor Norm Coleman
C}t� Attomey Clayton Robinson
Ybeputy City Attomey Eleni Skevas
FROM: Assistant City Attorney Peter McCail� (j D
Assistant City Attomey Matt Pfohl,��/ �aw
.µ.�
�� RiverCentre Authority and "A Visifor Strategy for powntown Saint Paul"
ISSLiE
In August 2000, the RiverCentre's Executive Director presented a brochure to the RiverCentre Authority
entitled, "A Visitor Strategy for powntown Saint Paul." You have requested general information
regarding the duties and powers of the RiverCentre Authority, as well as an opinion regazding whether the
RiverCentre Authority is empowered to undertake the brochure's recommended activities.
SUMMARy
We have concluded that the Minnesota Legislature specificaIly limited the duties of the Civic Center
Authority (which now does business as the RiverCentre Authority) to those activities that aze connected,
geographicaily or otherwise, to the openrion of the Civic Center itself. Our conclusion is based on a
narrow interpretation of the law which created and carved out the Authority as an agency of the City of
Saint Paui. This law states that the Authority may "operate the civic center of the city of Saint Paul,"
rather than that the Authority may "operate the downtown area of ihe city of Saint Paul."
Accordingly, we believe that any recommendation in the brochure which is not connected to operating the
Civic Center wou]d fall outside the limits of the Authority's powers and duties. It is our opinion that the
Legislature intended for such downtown-related operations to be left to the control and responsibility of
the City of Saint Paul, rather than to the RiverCenue Authority.
vi �s�s
Ari'ALYSIS
L DUTIES AND ppWE�
The RiverCentre Authority, also known as the Civic Center Authority, was created pursuant to Minnesota
Laws 1969, Ch.1138, § 3(amending Ivlinnesota Laws 1967, Ch. 459). The Legislature provided: "There
is created an agency of the City of Saint Paul �own ar the civic center authority. "
A. Duties
The Authority's duties aze provided for in Subdivision 2 of the 19691aw:
'7he authority shall buifd ¢ ui maintain artd operate the civic centv.
Title to all properties shall remain in the City. of the city ofSaint Paul.
"
B. Powers
In addition to the general powers that aze implied &om the duties listed above, the subdivision lists several
specific powers for the Authority:
'7'o discharge its responsibilities the authority shall have power to:
(1) appoint and at its pleasure remove a managing director and a deputy director and f:x their
comperuation.
(Z) use the services of the Civil Service Department of the city of St. Pazrl to secure such other
employees as may be necessary to operate the authority and the civic ce�rter, who shall be in the
class�ed service ofthe city ofSt. Pau1.
(3) manage the civic center, and rrtake regulations regarding itr use, and in particular prescribe
the charges to be made for its use, determine when free use sha11 be granted for worthy civic
activities, and control the actioru of any person licensed for the sale of intoxicating liquor upon
t/:e premises ojtlse center. This enumeration of powers shall not be construed as a limitation
upon the general powers of the authoriry.
(4) make contracts and purchases which shall, except as provided in subdivision S, be made as in
the case of other city agencies and bureaus.
(S) acceptand expendaccording to their termsanygiftsfromgovernment or individualsfor civic
center purposes.
II• MAY THE AUTHORITY UNDERTAKE THE ACTIVITIES RECO�iNiENDED IN THE
2
c�t- �SFl
BROCHURE?
The brochure's recommendations must be reviewed to determine whether they fall within the duties and
powers authorized by the Minnesota Legislature. We note, however, that there is no controlling legal
authority or precedent for these deteiminations; they aze based on a straight-forwazd reading of the law
as applied to each recommendation in the brochure. Furthermore, some of the brochure's
recommendations aze broad, aad additional or more specific information about each recommendation
could lead to a contrary determinarion from this office. These views, therefore, aze subject to further
review and secondary analysis upon receipt of additionai information regazding each recommendation.
It is also important to note that many of the recommenda�ons in the brocfiure pertain to acfivities that fall
within the City of Saint Paul's general powers, For instance, the City of Saint Paul is responsible for the
cleanliness aad safety of its downtown azea, while the Civic Center Authority would be responsible for
the cleaziliness and safety of the Civic Center complex. pur opinioa is based on an assumption that the
Minnesota Legislature, in creating the Authority in 1969, never intended to transfer any pre-existing duty
of the City of Saint Paul to its newly-created agency, the Civic Center Authority. Rather, we believe that
the Legislature created the Authority in order to carve out an entirely new set of duties and obligations
separate &om the City of Saint Paul; duties and obligations which aze directly related to managing and
oP��g the (in 1969) soon-to-be constructed Civic Center complex.
Hence, in order to read the Authority's powers consistently with the City's pre-existing broad duties and
responsibilities, we have interpreted the Authority's powers narrowly and strictly, so that any activity that
is not directly related or limited to the "operation of the Civic Center" is outside the powers and duties
granted by the Legisiature. We do not mean to say that the Authority is prohibited from participating in
or assisting in activities which aze related to the downtown azea in general, since many of these downtown
activities couid indirectly benefit the operation of the Civic Center. 1'he Authority may (and arguably
should) certainly assist in those activities, to the extent they impact the operation of the Civic Center. We
believe, however, that the Legislature did not intend for the Authority to control these activities. For
instance, although the Civic Center Authority should assist in downtown tra�c control, especially when
traffic is impacted by Civic Center events, we do not believe the Legislature intended for the Authority
to control all downtown traffic, especially since such control could negatively impact the operations of
other dowatown activities at locations such as the Ordway, the Science Museum, and the Landmark
Center.
With this general philosophy in mind, we now review each of the activities recommended in the brochure.
A. Traffic Management and Control (pp. 6-13)
The first recommendation is to manage and control Yraf6c by: (1) Hiring off-duty St. Paul police for
events; (2) Closine narts of Kello2e Boulevazd (3) Conh�olling the exiting tra�c from the RiverCentre
and Keliogg Boulevazd ramps, (4) Increasine the staffin¢ of the Citv°s Traffis Mana¢emeni S, stem
"TIvIS" (5) Turnin over command of tra�c decisions from the Citv's ublic ��•orks de artment to the
RiverCentre Authoritv, (6) Inteeratine the Ciri's TMS into the State DOT s stem. (7) IncreasinQ the
C�1- �5Ff
Ciri's TMS camera caoacitv and street views, and (8) Assisting in non-personnel zelated traffic
management.
Many of these recommendations fall within the City's existing authority to manage iu downtown traffic,
which has not been further delegated to the Authority. A cursory review suggests that each of the
underlined recommendations would fall outside of the Authority's duty to build, equip, maintain, and
operate the Civic Center, and outside iu power to manage the Civic Center.
B. Parking (pp.14-19)
The next recommeadation is that the Authority: (1) support the efforts ofsubscription-based organizations
to pre-sell pazking spaces to their customers, (2) create aad impiement an aggressive marketing, pubiic
relations and media relations plan, (3) create a"hodine" as a central so rce for downtown traffic
mana¢emen (4) create a downtowa shuttte svstem for nazkm¢ facilities to encouraee fringe azea Darki�,
(5) implement a customer service trainine nroeram for downtown nazkin ramn emnlovee .(6) construct
additional downtown narkin¢ facifities (7) create informative signage, and (8) create a parking tracking
management system.
Again, these recommendations appear to fall within the City's existing authority to improve downtown
pazking, which has not been further delegated to the Authority. The underlined recommendations appeaz
to fall outside the Authority's duty to build, eguip, •maintain, and operate t/re Civic Center, and its power
to manage the Civic Center.
C. Freeway Signage (pp. 20-22)
The brochure offers the following sign-related recommendations: (1) Messages should be located on all
major roadways into the City; (2) Signage should visible and controlled by City Officials; (3) A low
frequency Radio station should be created; and (4) the Authority should seek assistance from DOT, Met
Council and others to develop marketing and promotions ptan regazding entering and leaving the City.
Since they all seek to assist RiverCentre visitors in locating the Civic Center facility, these activities do
arguably all fall within the Authority's duty and power to "operate" the Civic Center.
D. Additional Efforts (pp. 23-33)
The foIlowing additional recommendations aze presented: (1) Creation of downtown "Ca ital Citv
Ambassadors' ;(2) Retainin¢ a do�vntown mazketina, promotions and PR firm•
, (3) Creatine a downtown
event trackin and man ement s stem. and hirin a calendar ro am administrator to oversee it; (4)
Tumine over manaeement ofthe downtown skvwav stistem to the Authoritv; (5} Examinin� downtown
nublic plazas for tmprovements; (6) Retamine a Master Gardenerto create a nlan for downto�vn flowers
and olantines; (7) Creatin a lan addressme downton�n sidewalk sw•eenine raffiti removal strcet
washine trashremoval andstorefrontrenairs,(8)Studvm�whetherincreaseddowntocvn olice resence
is needed; (9) Creatine downtown information kiosks; (10) Creatine anew downto�ti•n map s stem; and
4
bl lS�l
(11) Creatine a downtown hannerin plan.
Many of these recommendations fall within the City's existing authority to manage its downtown azea
which has not been further delegated to the Authority. A cursory review suggests that each of the
underlined recommendations would fall outside of the Authority's duty to build, equip, maintain, and
operate tfie Civic Cenfer, and outside its power to manage the Civic Center.
5
c�i- is�
I.) Specific Areas of Concem regarding transportation, traffic and parking;
and proposed solution options and costs estimates for the various
solutions.
In general, great progress has been made to coordinate transportation, traffic
and parking. The RiverCentre Authority has wotked closely with many
organizatians, inc4uding Metro Transit and the Chamber of Commerce
Transportation Management Organization to strategize on a number of areas.
Some of them include addressing issues such as:
* The high cost of traffic control and management in the streets. Current costs
for events, such as Hockey games, concerts, or major events at the RiverCentre
run about $5,000 per event. The hourly rate for overtime traffic control officers is
approximate{y $45 pec hour.
* The need to implement a more aggressive troiley and shuttle service
throughout the City to benefit more neighborhood businesses from business that
is generated from the RiverCentre, the Xcel Energy Center, the Roy Wilkins
Auditorium and other traffic generators in the downtown core.
• The need to implement a more aggressive remote shuttle park and ride
program, particularly in light of the shutdown of the "Harvest States" lot, the
major project on Kellogg Boulevard and other general high traffic/parking
demand events in the downtown core.
* The need to construct at least two additional parking facilities to service the
needs of the RiverCentre and other downtown attractions.
* The need to continue to improve the coordination between tra�c generators,
the Public Works traffic management system and command and control in the
streets for event traffic management.
* Better directional signage on freeways, and in downtown and other signage
collateral.
II.) Specific areas of concern regarding public safety, downtown
cteanliness and attractions, marketing and promotions; and proposed
solution options and cost estimates for the various solutions.
In generai, the RiverCentre is concerned about the condition of all of downtown
as it relates to the visitors we bring into the City each year. The City does a good
job at providing the basic level of City services in downtown, as it should and
other public and private organizations have been working hard to provide a
leadership role in these areas.
vi- is�
Efforts have already been taken by many organizations, including the
RiverCentre, to address issues such as the condition of bus shelters, sidewaik
cleaning, improved signage in skyways and on the streets and in public p{aces.
Downtown Saint Pau4 should be like Disney. While great work has been done,
there is nothing that cannot be improved upon. .
III.) The partners and other organizations the Authority would like to bring
together on a regular basis to discuss future and further opportunities for
downtown Saint Paui and provide some examples of how those
opportunities could translate into maximum benefits for residents and
businesses in alt of Saint Paul's neighborhoods.
Organizations such as the Capital River Council, and other downtown
organizations, and with those participants and organization commiiied to the
same goals and vision of making Saint Paul more inviting and attractive to
visitors.
There are multiple things that can benefit residents and businesses. Shuttles,
trolleys, more parking in downtown, greater promotional tie-ins, more community
use of our facilities for things such as Senior Walking Programs, practice areas
for community organizations.
In addition, we should not forget the need to keep downto�vn an inviting place for
Saint Residents in and out of the downtown neighborhoods. The more we
coordinate efforts on a variety of fronts, the more inviting we make it for resident�
and visitors alike.
iV.) All Authority approved or planned 2001 spending for activities
"Outside of the RiverCentre Complex", including financiai support for
downtown promotions or contributions to other agencies and
organizations which promote Saint Paul.
The RiverCentre budget, approved by the City Council, inciudes a budget for
marketing and promotions items, advertising, and public relations activities that
are designed to assist in booking the building. Beyond those items, the only
other commitments for activities outside of the Rivercentre complex are as
follows:
"$800,000 for the Central Library tunnei connection.
' A percentage of payment for the $2.4 million RiverCentre Tunnel Connection
that +s derived from the $5 per contract parker surcharge at the RiverCentre
Parking Ramp.
` bi
V.) All anticipated work program items for the Authority or its staff for
"Outside the RiverCentre Complex" initiatives, even if no RiverCentre or
Hotel-Motel tax money is anticipated to be used for the initiatives.
Parking, traffic, transit and other development opportunities that will benefit the
RiverCentre. ,
VI.) Projections for how much total additional revenue is expected to be
generated this year from RiverCentre Event Parking when the rate was
increased from $6 to $8 per event, including how much of the additional
revenue will go to the Wild for hockey games, how will go to the Authority,
and how much of the Authority's money is being reserved for debt service
for the skyway-tunnel connection to the RiverCentre. Does the Authority
have any formal position for using the new event parking revenue which is
not reserved for the skyway-tunnel connection debt?
The anticipated increase in revenue attributable to the $6 to $8 increase in event
parking is approximately $400,000. Ofi that, $1 of the increase for each car has
been designated to be paid to cover the costs of the skyway tunnel connection to
the Central Library. The Authority position has been that any additional event
parking revenue should be dedicated to Capital Reserves, Operating Reserves
and ensuring adequate service operations at the ramp.
VII.) Projections for how much total additional revenue is expected to be
generated this year from F2iverCentre Event Parking when the rate was
increased from $8 to $10 per event, and how much of the additional
revenue will go to the Wild for hockey games and how much will go to the
Authority. Does the Authority have any formal position for using this
additional revenue?
An additional $400,000 is expectsd to be generated from the $8 to $10 per event
increase. All of the money, as spelled out in the agreement with the Wild, for
Wild hockey games wil( go the Wild, the remainder of non-Wild event parking
revenues accrues to the benefit of RiverCentre. Again, the position of the
Authority has been to dedicate those funds to Capital Reserves, Operating
Reserves and ensuring adequate service operations at the ramp.
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IUDI"CH H. DUTCHER
STATE AUDITOR
February 12, 2001
STATE OF MINNESOTA
OFFICE OF THE STATE AUDITOR
SUITE 400
525 PARK STREET
SAINT PAUL. MN 55103-2139
(6597296-2»I (Voicei
(65 � ) 396�755 (Fa� i
statzaudiror@osastate.mn.us (E .Maili
1-800-627-3529 (Relay Sen �
Mr. Richard H. Zehring, Chair
Mr. Erich Mische, Executive Director
Ms. Conine Haas, Accountant
RiverCentre Authoriry of the
City of Saint Paul
Saint Pau1, Minnesota 55102
We are pleased to confirm our understanding of the services we are to provide pursuant to Minn.
Stat. § 6.49 far the RiverCentre Authority, an enterprise operation of the City of Saint Paul, for the
year ended December 31, 2000. We will audit the basic financial statements of the RiverCentre
Authority as of and for the years ended December 31, 2000 and 1999. Also, your annual financial
report will include the following additional information that will be subjected to the auditing
procedures applied in our audit of the basic financial statements:
• Supplementary information.
Your annual financial report will also include the following additional information that will not be
subject to the auditing procedures applied in our audit of the basic financial statements:
Statistical information.
Audit ObjecYives
The objective of our audit is the expression of an opinion as to whether the basic financial statements
are fairly presented, in all material respects, in conformity with generally accepted accounting
principles and to report on the faimess of the additional informarion referred to in the first paragraph
when cansidered in relation to the basic financial statements taken as a whole. Our audit will be
conducted in accordance with generally accepted auditing standazds; the standards far financial
audits contained in GovernmentAuditing Standards, issued by the Comptroller General ofthe United
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RiverCentre Authority
of the City of Saint Paul
February 12, 2001
Page 2
States; and the legal provisions of the Minnesota Legal Compliance Audit Guide for Locul
Government, and will include tests of the accounting records of the RiverCentre Authority and other
procedures we consider necessary to enable us to express such an opinion and to report in confomuty
with the provisions of the Minnesota Legal Compliance Audit Guide for Local Government. If our
opinion on the basic financial statements is other than unqualified, we will fully discuss the reasons
with you in advance. If, for any reason, we are unable to complete the audit or are unable to form
or have not formed an opinion, we may decline to express an opinion or to issue a report as a result
of this engagement.
We will also provide reports (that do not include opinions) on intemal control related to the financial
statements and compliance with laws, regulations, and the provisions of contracts or grant
agreements, noncompliance with which could have a material effect on the financial statements as
required by GovernmentAuditing Standards.
Management Responsibilities
Management is responsible for establishing and maintaining internal control and for compliance with
laws, regulations, contracts, and agreements, including grant agreements. In fulfilling this
responsibility, estimates and judgments by management aze required to assess the expected benefits
and related costs of the controls. The objectives of intemal control aze to provide management with
reasonable, but not absolute, assurance that assets aze safeguarded against loss from unauthorized
use or disposition, that transactions are executed in accordance with management's authorizations
and recorded properly to permit the preparation of basic financial statements in accordance with
generally accepted accounting principles.
Management is responsible for making all financial records and related information available to us.
We undexstand that you will provide us with such information required for our audit and that you
are responsible for the accuracy and completeness of that information. We will advise you about
appropriate accounting principles and their application and will assist in the preparation of yow
financial statements, but the responsibility for the financial statements remains with you. That
responsibility includes the establishment and maintenance of adequate records and effective internal
control over financial reporting, the selection and application of accounting principles, and the
safeguarding of assets. Management is responsible for adjusting the financial statements to correct
material misstatements and for confirming to us in the representation letter that the effects of any
uncorrected misstatements aggregated by us during the current engagement and pertaining to the
latest period presented are immaterial, both individually and in the aggregate, to the basic financial
statements taken as a whole.
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RiverCentre Authority
of the City of Saint Paul
February 12, 2001
Page 3
Audit Procedures--General
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements; therefore, our audit will involve judgment about the number of transactions to
be examined and the azeas to be tested. We will plan and perform the audit to obtain reasonable
rather than absolute asswance about whether the financial statements are free of material
misstatement, whether caused by error or fraud. Because an audit is designed to provide reasonable,
but not absolute assurance and because we will not perform a detailed examination of all
transactions, there is a risk that material misstatement may exist and not be detected by us. In
addition, an audit is not desi�ned to detect immaterial errors, fraud, or other illegal acts or illegal acts
that do not have a direct effect on the basic financial statements. However, we will inform you of
any material errors and any fraud that comes to our attention. We will also inform you of any other
illegal acts that come to our attention, unless clearly inconsequential. Our responsibility as auditors
is limited to the period covered by our audit and does not extend to matters that might arise during
any later periods for which we are not engaged as auditors.
Our procedures will include tests of documentary evidence supporting the transactions recorded in
the accounts, and may include tests of the physical existence of inventories, and direct confirmation
of receivables and certain other assets and liabilities by correspondence with selected individuals,
creditors, and financial institutions. We will request written representations from your attorneys as
part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of
our audit, we will also require certain written representations from you about thz financial statements
and related matters.
Identifying and ensuring that the RiverCentre Authority complies with laws, regulations, contracts,
and agreements is the responsibility of management. As part of obtaining reasonable assurance
about whether the basic fmancial statements are free of material misstatement, we will perform tests
of the RiverCentre Authority's compliance with applicable laws and regulations and the provisions
of contracts and agreements. However, the objective of our audit will not be to provide an opinion
on overall compliance and we will not express such an opinion.
Audit Procedures--Internal Controls
In planning and performin� our audits, we will consider the internal wntrol sufficient to plan the
audit in order to determine the nature, timing, and extent of our auditin� procedures for the purpose
of expressing our opinion on the RiverCentre Authority's basic financial statements.
We will obtain an understandin� of the design of the relevant controls and whether they have been
placed in operation, and we will assess control risk. Tests of controls may be performed to test the
effectiveness of certain controls that we consider relevant to preventing and detecting enors and
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RiverCentre Authority
of the City of Saint Paul
February 12, 2001
Page 4
fraud that aze material to the basic financial statements and to preventing and detecting
misstatements resulting from illegal acts and other noncompliance matters that have a direct and
material effect on the basic fmanciai statements. (Tests of controls are required only if control risk
is assessed below the maYimum level.) Our tests, if performed, will be less in scope than would be
necessary to render an opinion on intemal control and, accordingly, no opinion will be expressed.
An audit is not designed to provide assurance on internal control or to identify reportable conditions.
However, we will inform the governing body or audit committee of any matters involving intemal
control and its operation that we consider to be reportable conditions under standards established by
the American Institute of Certified Public Accountants. Reportable conditions involve matters
comin� to our attention relating to significant deficiencies in the design or operation of the internal
control that, in our judgment, could adversely affect the entity's ability to record, process,
summarize, and report financial data consistent with the assertions of manaeement in the basic
financial statements. y
Audit Administration
Our tazget date for providing you with a draft copy of the management and compliance report is June
30, 2001. If we are unable to meet this date, you will be notified in advance.
Our working papers are retained for a minimum of three yeazs and aze available for access by
appropriate govemmental agencies. In addition, we will be available throughout the year to answer
questions, provide assistance or assist you in implementing any of our recommendations.
Our fees are based on standard hourly rates and overhead charges, plus travel and any out-of-pocket
expenses. Our standazd hourly rates vary according to the deeree of responsibility involved and the
experience level of the personnel assigned to your audit. Progress billings �till be mailed to you
every four weeks. The condition of your records and the assistance you aze able to provide us affects
both the timeliness and cost of the audit.
As required by Government Auditing Standards, the Office of the State Auditor has had an
independent review of its quality control system. A copy of the unqualified report is available upon
request.
We appreciate the opportunity to be of service to the RiverCentre Autharity of the City of Saint Paul
and believe this letter accurately summarizes the significant terms of our enga�ement. If you have
any questions, please contact me at (651) 296-4715, Chan Jadoonath, Audit Mana�er, at (651)
296-4083, or Rick Pieh who will be in chazge of this audit, at (651) 296-25> 1. If you agree with
the terms of our engagement as described in this letter, please sign �vhere pro� ided and return it to
us. A"Client Audit Prepazation Checklist" �n�ill be provided to you under separate cover.
pi-158
RiverCentre Authority
of the City of Saint Paul
February 12, 2001
Page 5
Sincerely,
C � / �
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Tom Karlson, CPA
Senior Audit Review Manager
Approved:
This letter correctly sets forth the understanding of the RiverCentre Auchority of the City of Saint
Paul.
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Date: February 22, 2001
To: Rick Beeson
Erich Mische
From: Martha Fuller
Re: Follow up — Finance Meetin� Discussion
I. State of Minnesota Financial Audit
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As in prior years, the State will conduct its audit of the RiverCentre financial statements,
in conjunction with its audit of the City of Saint Paul financials. Also, the RiverCentre
will issue a set of standalone financial statements, along with statistical information in the
footnotes, as it has in prior years. The State Auditor's audit scope and procedures will be
sufficient to issue their opinion on the standalone statements, and to review and compile
the footnoted statistical information.
SPAC will request its own auditor, Arthur Andersen, to do a preliminary review of the
RiverCentre statements prior to the State Auditor's audit. The two audit firms aze
coordinating details regarding timing of and responsibility for various preparation and
other work to be performed.
II. Cost Aliocation Plan
Labor Cost Tracking
Hourly SPAC staff currently use either time cards or time sheets to record their hours
worked. Both methods require that the staff track time by event and/or activity, and that
their supervisor approve the actual time spent and allocated.
Salaried SPAC staff allocate their time spent, by pay period, on a percentage basis, based
on their various assigunents and acrivities performed in that pay period.
Documentation of time allocated to RiverCentre activities is available for each pay
period, on an employee by employee basis.
The automated Time Trax system implementation has been delayed due to technical
difficulties encountered in setting up the system to accommodate the time trackin� and
interface requirements of SPAC, Volume Services (Arena and RiverCentre
concessionaire) and Wildside Catering (Arena and RiverCentre caterer). These
difficulties aze being resolved with the vendor and the Time Trax system will be
operational by February 28, 2001.
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The State Auditor is expected to begin audit work on the Aecember 31, 2000 RiverCentre
financial statements during the last week of February. As part of verifying the
reasonableness and proper statement of RiverCentre revenues and expenses, the State
Auditor will review the allocation of various expenses between the Arena and
RiverCentre as reported by SPAC for the period be�inning July 1, 2000.
Ec�uipment Tracking and Usage, Space Usage
SPAC staff are presently coordinating an inventory of equipment in place at the Arena
and RiverCentre. The RiverCentre has maintained an ongoing inventory of fumiture,
fixtures and equipment as part of its City reporting obligations. This will be updated for
any capital items added since SPAC assumed management responsibilities as of 7/1/00.
(These are anticipated to be relatively limited.)
The Arena FF&E listing is being prepared from construction purchase orders and
receiving lists. These lists are still being augnented as fmal construction activity is being
wrapped up. SPAC management is working with the RiverCentre and City accounting
staff to establish an efficient, meaningful threshold for tracking and reporting various
types of FF&E.
Once the FF&E inventories are complete, items that are used in both the RiverCentre and
Arena will be highlighted. As part of the inventory process, storage and other spaces in
the RiverCentre and Arena that are used for shared functions will also be identified and
noted on a complex-wide map.
The FF&E inventory and mapping exercises are expected to be complete by April 15,
2001. SPAC will work with the RiverCentre Executive Director to develop a
recommendation for capital repairs and improvements for the RiverCentre by May 1,
2001.
Combined Rental Events
To date, there have been no events that utilize both RiverCentre and Arena facilities.
Revenue and Expense Reporting
SPAC management will work with both Wildside and Volume Services to develop
monthly financial reports, with actual and budget comparisons. SPAC will also develop
a recommendation for the RiverCentre regarding limited audit/review procedures to be
perforxned as of June 30, 2001, regarding Wildside and Volume Services' internal
controls and reporting procedures for RiverCentre activities.
III. Banking
SPAC has established an operating account for RiverCentre receipts and expenditures.
While most RiverCentre expenses are paid by SPAC and then charged back to the
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RiverCentre, certain expenses may be paid directly from the RiverCentre operating
account. SPAC maintains a transaction by transaction accountin� for all RiverCentre
receipts and disbursements and reconciles the operatin� account on a monthly basis.
The operating account is managed by SPAC. The RiverCentre Executive Director,
Authority Chair, and City Finance Director aze also aathorized signers on this account.
The RiverCentre also has funds on deposit with the City of Saint Paul — essentially, its
operating reserves. SPAC management is not an authorized signer on this account.
V arious debits and credits to this account are initiated by City finance staff — for example,
for City assessments, interest earnings, etc. SPAC staff record these transactions so that
they are properly reflected in the RiverCentre financial statements.
The City had assessed a central service charge to the RiverCentre prior to SPAC
assuming its management responsibilities on 7/1/00. This chazge covered the various
administrative services — payroll, accounting, purchasing, etc. — provided by City
personnel for RiverCentre activities. This charge continued subsequent to 7/1l0�, but
after discussion with the City Finance Director and RiverCentre Executive Director, these
charges were discontinued and the amounts debited since 7J1/00 have been credited back
to the RiverCentre's account.
Financial Reports
The RiverCentre has continued to receive its regular monthly financial reports from
SPAC since it assumed management responsibilities on 7/1/00. Certain months have
seen delays in delivery of these statements, such that they were not available for the
Authority's next meeting following month end. Difficulties in maintaining the existing
financial software, and the previously-mentioned Time Trax implementation delays,
made it difficult to prepare the statements on a timely basis.
SPAC has begun impiementation of a new finance system as of 1/1/Ol, which will be
used to record all SPAC (including RiverCentre) transactions and produce the
RiverCentre statements. Once this implementation is complete, this new system, coupled
with successful Time Trax implementation, should facilitate more rapid, efficient
production of the RiverCentre's monthly financials.
The RiverCentre Authority and Executive Director have not, to date, requested any
modifications to the monthly or annual RiverCentze financial statements, other than those
noCed in the following section.
Blees Follow up Ttems
SPAC management fees will be displayed on the monthly RiverCentre statements, along
with the breakout of how the performance incentive and sponsorship fees are computed.
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SPAC management will deliver to the RiverCentre Executive Director a draft outline of
the components of its overhead reimbursement fee by Mazch 15, 2001.
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Agreement for RiverCentre
between
Civic Center Authority, an Agency of the C+ty of Saint Paul
(also known as RiverCentre Authority)
and
Saint Paul Arena Compamy, LLC
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TABLE OF COti'TENTS
Section I.
1.1
12
13
1.4
Section 2.
2.1
2.2
23
2.4
2.5
2.6
2.7
En�agement of Manager; Services .....................................................
Engagement........................................................................................
Scopeof Services ....-------° ...........................°°---,.........-°--.................
SpecificServices -�--•--........--•---.....----�--� ............. ................................
OperatingStandards ...........................................................................
Term and Termination .............................................
Term........................................................................
**[intentionalty deleted]** ......................................
Optional Termination ..............................................
Termination for Default ...........................................
Arena-Related Rights to Terminate .........................
Termination for Failure to Approve ........................
Effect of Tertnination ..............................................
�
....................................................6
....................................................6
.................................................... 6
....................................................6
....................................................7
.................................................... 8
_ .................................................8
Section 3. Authority Oversight and Authority Representative; Use by Authoriry
3.1 Oversight and Authority Representative ...............................................
3 .2 Use by the Authoriry ............................................................................,
Section 4. Contracts Regarding RiverCentre ........................................................
4.1 Extraordinary and Ordinary Contracts .................................................
4.2 Contract Adrninistrator .........................................................................
43 Contracts with Affiliates ......................................................................
4.4 Mutually Advantageous Arranaements ................................................
Section 5.
5.1
5.2
53
5.4
5.5
5.6
5.7
Section 6.
6.1
6.2
63
6.4
6.5
6.6
6.7
6.8
6.9
................... 9
...................9
.................10
............................. I 1
.............................11
.............................12
.............................13
.............................13
Person l ...................................... .................................................................................... I 4
Employment and Supervision; Appointment of Executive Director .................................14
ExistingEmployees ...........................................................................................................
Collective-Bargaining Agreements ...................................................................................15
Offersof Employment .......................................................................................................
EmployeeBenefits ...................................................................................................... .....16
AssumedObligations .................................................................................................... ...16
NoSolicitation ...................................................................................................................
Operating Year; Budgets; Reports .................................
CalendarYear ................................................................
Operating Budgets .........................................................
Accounting, Recording and Aflocations ........................
Monthly and Annua( Reports ........................................
Capitat Expenditures .....................................................
Authority Administrative Budget ..................................
City Council Approval ..................................................
Modifications to Budgets ..............................................
Operating Standards ......................................................
..................................................18
..................................................18
.................................................. I 8
.................................................. I 9
..................................................20
..................................................21
..................................................22
..................................................23
.................................................. 2 3
..................................................23
Section 7. Receipts and Disbursements; Punding ..............................................................................23
7.1 Receipts and i�isbursements ..............................................................................................23
bl
7.2
73
Section 8.
8.1
82
83
8.4
8.5
8.6
8.7
Fundin� .............................................
No Obligation of Managerto Fund..
Management Fees; Commissions........
Management Fees ................................
Base Amounts .--°----°-- ......................
Quality Amounts .................................
Revenue Amounts ...............................
Comm issions .......................................
Li m itation ............................................
Prorated Amounts ................................
Section 9. Indemnificationand Insurance .................
9.1 Indemnification ........................................
9.2 Snsurance ..................................................
.................. ... 24
.....................
.....................................2 5
...---.........-° •---°---........:? 5
.....................................2 5
.....................................25
.....................................26
............................�--......27
.....................................2 8
....................................29
....... .............................
.....................3 0
.....................3 0
.................... 3 2
Section 10. Ownership ofAssets; Related Obligations; Audit Rights .................................................33
10 .1 Ownership .........................................................................................................................
102 Authority Obligations .......................................................................................................
103 **[intentionallydeleted�** .......................... .........................................35
....... .....................
$ection 1l. Representations and Warranties .......................................................................................
I 1.1 Representations and Warranties of Manager ....................................................................
11.2 Representations and Warranties of the Authority .............................................................
Section 12.
12.1
12.2
123
12.4
12.5
12.6
12.7
12.8
12.9
12.10
12.11
12.12
12.13
12.14
12.15
12.16
12.17
12.18
12.19
Other Provisions ...............................................................................................................
Relationship ....................................................... .............................................................. 8
Severabi ........................................................................................................................3 8
Force Majeure; Certain Changes tc Rivzfientre ............... ...........................................:.38
Waiver ............................................................................................................................... 40
Headings; References Of Inclusion ...................................................................................
Entire Agreement ..............................................................................................................
S u rvival .............................................................................................................................
Third Party Beneficiazies ...................................................................................................
A s signment ........................................................................................................................ 41
Governing ..................................................................................................................
Dispute Resolution ............................................................................................................
Jurisdiction Venue .......................................................................................................
Negotiated ..............................................................................................................
Not ices ...............................................................................................................................
A m endment ....................................................................................................................... 43
Counterparts ...................................................................................................................... 43
Public ........................................................................................................................
Compliance Laws ......................................................................................................
Convention and Visitors Bureau Agreement .....................................................................
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Exhibit A
E�ibit 13
Exhibit 32
Exhibit 4.1
Exhibit 5.2
E:chibit 5.5
Exhibit 62
Diagram of RiverCentre
RiverCentre Event Booking Policy
Recurring Events
Contracts Currently in Effect
Information Regarding Existing Employees
Employee Benefits Provided by Manager
Format of Operating Budget
iii
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Defined Term
50°/a Test
Administrative Budget
Agreement
Annual Report
Annual Report Date
Approved Capitaf Budget
Approved Operating Budget
Arena
Arena Lease
Authority
Authority Approval
Authority Representative
Base Amounts
City
Continuing Obligations
CVB
CVB Agreement
Dispute Notice Date
Executive Director
Esisting Employee
Extended Contract
Extraordinary Contract
Force Majeure Event
Gross Revenue
Hired Employee
Indemnified PaRy
Indemnifying Party
Losses
Manager
Manager Representative
Monthly Statement
Multi-Year Project
New Contract
New Reveaue
Offer
List of Defined Terms
Section Reference
8.6
6.6
Introduction
6.4
6.4
6.5
6.2
Introduction
[ntroduction
Introduction
3.1
3.1
8.1
Introduction
2.7
12.19
12.19
12.1(
5.1
5.2
8.5
4.1
123
8.4
5.6
9.1
9.1
9.1
[ntroduction
3.1
6.4
6.5
8.5
8.5
5.4
iv
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Defined Tecm
One Time Retirement Cost
Operating Accounts
Operating Standards
Optional Termination Date
Ordinary Contract
Preliminary Report
Prorated Target
Quality Amounts
Revenue Amounts
RiverCentre
RiverCentre Authority
RiverCentre Contract
Signing Date
Start Date
Term
Section Reference
5.6
7.1
1.4
23
4.1
6.4
8.7
8.1
8.1
Introduction
Introduction
4.1
4.1
2.l
2.1
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AGREEMENT FOR RIVERCENTRE
THIS AGREEMEYT FOR RIVERCEYTRE (this "AgreemenP') is made and entered into this
3L�� day of June, 2000, by and between the Civic Center Authority (also known as "RiverCentre
Authority"), an agency of the City of Saint Paul (the "Authority"), and Saint Paut Arena Company, LLC,
a Minnesota limited liability company ("Manager").
WHEREAS, the City of Saint Paul (the "Ciry") owns the facilities in downtown Saint Paul,
Minnesota, known as RiverCentre, including the convention center known as "Touchstone Energy Place,"
the Roy Wilkins Auditorium, and the RiverCentre parking ramp south of Kellogg Boulevard (plus any
pedestrian connection constructed linking RiverCentre to the City's sk}nvay system) shown on Exhibit A
(cotlectively, "RiverCentre"), and the Authority has the authority and responsibility to provide for
management and oversight of RiverCentre; and
WHEREAS, Manager is engaged in the business of providing management services for public
assembly facilities, including the sports and entertainment arena (owned by the City) currently under
construction adjacent to RiverCentre (the "Arena"), which is subject to an Arena Lease dated January 15,
1998 (the "Arena Lease"), among the City, the Authority and Minnesota Hockey Ventures Group, LP, as
Tenant, which Arena Lease has been assigned by Tenant to Saint Paul Arena Company, LLC; and
WHEREAS, Manager desires to provide management services for RiverCentre and the Authority
desires to obtain such management services from Manager, on the terms and conditions stated herein;
NOW THEREFORE, in consideration of the mutual covenants, terms, conditions, and
obligations stated herein, and intending themselves to be legally bound hereby, the Authority and
Manager hereby agree as foliows:
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Section 1. En2aQement of Manaeer; Services
1.1 Ensaeement. The Authority hereby engages'Manager to manage, operate, maintain,
market and promote RiverCentre for public purposes (in accordance with Minnesota Laws 1967,
Chapter 459, as amended to date), and Manager hereby accepts such engagement under the terms and
conditions provided below. This Agreement shall be consistent with all faws goveming RiverCentre,
incfuding specia( legislation.
1.2 Scope of Services. Manager sha(I perform and provide such mana�ement services as are
needed to manage, operate, maintain, and promote RiverCentre in a manner consistent with this
Agreement. Subjectto the limitations stated in this Agreement, Manager shall have general responsibility
and authority to conduct operations of RiverCentre and activities therein on behalf of the Authority.
13 Specific Services. In the course of managing RiverCentre hereunder:
(a) Manager shall, from time to time, hire, promote, supervise and direct all
employees and other personnet at RiverCentre (including work assignments, compensation, benefits,
performance reviews, discipline and discharge) in a manner consistent with this Agreement.
(b) Manager shall supervise all contractors, subcontractors and other contracting
parties providing goods or services to RiverCentre (incfuding food service, maintenance and security) and
shall negotiate renewals, extensions and rep(acements for the provision of such goods and services from
time to time and report such renewals, extensions and replacements to the Authority (al( in accordance
with Section 4 of this Agreement).
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(c) Manager shall manage capital improvements of RiverCentre, incfuding the
biddin� process for each improvement and supervision of the coastruction thereof, in each case subject to
the applicab(e Approved Capital Budget (as hereinafter defined).
(d) Manager shall arrange to rent, lease or pnrchase such equipment and supplies as
are needed from time to time for the operation and maintenance of RiverCentre, in each case subject to
the applicable Approved Operating Budget (as hereinafterdefined).
(e) Manager shall arrange for payment on behalf of the Authority of all operating
expenses for RiverCentre as contemplated in each Approved Operating Bud�et.
(� Manager shatl, on behalf of the Authority, take such actions as Manager shall
deem necessary to collect charges, rents or other amounts due to RiverCentre, or to enforce or pursue
damages under any license or other agreement regarding RiverCentre (including such legaf actions or
proceedings as Manager may deem necessary).
(g) Manager shatl maintain complete records and schedules for booking events and
other uses of RiverCentre.
(h) Manager shall provide, on behalf of the Authority, day-to-day administrative
services to support operations of RiverCentre, including budgeting and accounting; payroll; bilfing,
collections and disbursements; obtaining insurance (as provided hereinafrer); and maintaining on the
Authority's behalf such permits and licenses as are required to operate RiverCentre under such laws and
rules of govemment a�encies as are applicabfe to operations of RiverCentre.
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(i) Manager shall book and schedufe events to take place at RiverCentre (in each
case subject to the Authority's event-booking policy, a copy of which is set forth in E�ibit 13), shall
consult regularly with the Authority Representative on the schedulin� of events to ensure that RiverCentre
benefits from atl scheduling decisions, sha(( adveRise and promote use of RiverCentre for purposes of
realizing its futl potential, and, in connection therewith, may use the names "RiverCentre," "Touchstone
Energy Place," "Wilkins Auditorium," "RiverCentre Authority" and "Civic Center Authority of Saint
Paul" and retated logos and other marks for each, as well as names, logos and other marks of each paR of
RiverCentre as in effect from time to time. Manager will maximize operations and bookings of
RiverCentre to a capaciTy that is consistent with the spirit of this Agreement.
(j) Manager shall solicit, promote and sell on the Authority's behalf advertising at
RiverCentre and sponsorships of RiverCentre (i� each case consistent with the terms of agreemen.s then
in force) and shall pursue oppoRUnities for advertising and sponsorship that inctude both RiverCentre and
the Arena (in each case subject to Section 4, refating to contracts). Manager shall consuft with and obtain
approval from the Director, Office of Financial Services (City of Saint Paul), before signing any
agreement that results in "private business use" of RiverCentre (within the meaning of Section 141(b) of
[he Interna! Revenue Code of i 98b, as amended, and Treasury Re�ulations § 1.141-3 thereunder) or could
reasonably be interpreted as resulting in such "private business use."
1.4 Operatina Standards
(a) The Authority and Manager acknowledge and agree that a principal objective of
this Agreement is to manage RiverCentre in a manner that is reasonably prudent, consistent with
operations of other first-class pubfic facilities and consistent with the pub(ic investment that has been
made in RiverCentre. In addition, Manager acknowledges that these are public facilities and, as such, the
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public has a right to expect that such facilities are managed in a cdanner that is consistent with the public
investment that has been made.
(b) To that end, "consistent with" will refer to all areas of operations, including, but
not limited to:
(i) interior and exterior appearance of all facilities
(ii) employee performance
(iii) operation of all facilities
(iv) concessions and public facilities
(v) customer service
(vi) marketing and promotion of all facilities
(vii) customer satisfaction of all facilities
(viii) ingress and egress for parking
(ix) load and unfoad times for loading docks
(x) cleanliness, responsiveness and quality of food and beverage service
(xi) security
(c) Manager shall provide the services hereunder in such a manner not onty to
achieve such standards in 2001, but also to commit to meeting or exceeding such standards for each year
as set forth in the Approved Operating Budget for such year (the "Operating Standards").
(d) In addition to generaf guidelines developed by the Authority Representative, in
consultation with Manager and reviewing the practices and operations of other similar public facilities,
the Authority Representative will use the following too(s to determine if the Operating Standards have
been achieved:
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(i) customersurveys
(ii) vendor surveys
(iii) general public surveys
(iv) Convention and �sitors' Bureau interviews
(v) RiverCentre Authority intervie�vs
Section 2. Term and Termination
2.1 Term. The period during which Mana�er shall provide services hereunder and during
which the Authority shall purchase and pay for such services in accordance with this Agreement (the
"Term") shall staR on July 1, 2000 (the "Start Date"), and end on December 31, 2004, unless terminated
sooner as provided in this Agreement.
2.2 **[intentionaflv defeted]**
23 Ootional'fermination. June 30, 2003, shall be the "Optional Termination Date:' Each of
the Authority and Manager shall have the right to terminate this Agieement, effective on the Optionaf
Termination Date and without cause or penafty, by giving notice of such termination to the other at least
90 days before such Optional Termination Date.
2.4 Termination for Default.
(a) If either party shall fail to pay when due any amount payable hereunder, then the
other party shall have (in addition to such party's rights to enforce this Agreement and receive
indemnification for any breach hereo� the right to give notice of such default. If such amount is not paid
within ] 0 days following the giving of such notice, then the party giving such notice may terminate this
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Agreement by notice of termination given within 30 days following the end of such 10-day period. If this
Agreement is terminated under this paragraph (a), then the terminating party shall have no further
obligations under this Agreement after such termination (other than Continuing Obligations (as hereinafter
defined)), but the defaulting party shall continue to be liable for such default and for all damages caused by
the defaultingparty's breach ofthis Agreement
(b) If either party shall fail to perE�orm any of such party's material obli�ations under
this Aoreement (other than a failure to pay when due any amount payable hereunder), then the other party
shall have (in addition to such party's rights to enforce this Agreement and receive indemnification for any
breach hereofl the right to give notice describing such failure with particularity. Upon receipt of such
notice, the failing party (i) shall take all reasonable actions to promptly cure such failure or (ii) if such
failure cannot then be cured in all respects (whether due to expiration of a time period or otherwise), shall
take alf reasonable actions to cure such failure to the extent possible and to prevent recurrence of such
failure. [f the failing party does not compfy with its obligationsunder this paragraph (b) within 60 days after
receipt of such notice of failure, t�ien the party giving such notice of failure may terminate this Agreemettt
by notice of termination given within 30 days folfowing the end of such 60-day period. If this Agreement is
terminated under this paragraph (b), then the terminating party shall have no further obligations under this
Agreement after such termination (other than Continuing Obligations), but the defaultin� party shal(
continue to be liabfe for such default and for ail damages caused by the defaulting party's breach of this
Agreement.
2.5 Aretta-RelatedRiehts to Terminate. If
(a) the Arena Lease were terminated in accordance with its terms as a result of a
default by the tenant thereunderor
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(b) Manager ceases to have a contractual right to mana�e the Arena or ceases in fact to
manage the Arena,
then the Authority sha(l have the ri�ht to terminate this A�reement by notice of termination given to
Manager within 30 days following such termination of the Arena Lease or such cessation.
2.6 Termination for Faifure to Approve. With respect to each Approved Operating Budget, if
funds are not approved by the Authority and given pretiminary approvat by the Mayor and City Council
at least 60 days prior to the beginning of the year to which such Approved Operatin� Bud�et applies (and
made available in accordance with Section 7.2), then Manager shall have the right to terminate this
Agreement by notice of termination given to the Authority at least 60 days prior to the termination date
stated in such notice.
2.7 EffectofTermination
(a) Upon any termination, Manager shall deliver to the Authority any funds and
other property belonging to the Authority then in Manager's control, and the Authority shall reimburse
Manager for any expenses previous(y incurred by Manager on behalf of the Authority, plus any unpaid
amounts under Section 8(prorated as provided in Section S), less any amounts then owed by Manager to
the Authority as a resuit of such termination or othenvise.
(b) Upon termination, the Authority shall cause any successor manager of
RiverCentre (whether a private contractor or pub(ic body) to (i) employ following the date of termination
(but subject to discharge for cause) each employee of Mana�er then employed at RiverCentre and
(ii) assume and pay all of the assumed obli�ations under Section 5 not previously satisfied.
Notwithstanding the foregoing, however, if Manager has desi�nated one senior manager for continued
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empfoyment by Manager, then the Authority would not solicit that manager or othenvise offer
employment to that Manager. The fore�oing shall not, however, prohibit the Authority from employin�
such designated senior manager if such manager applied independently for such employment (for
example, in response to a general employment advertisement published by the Authority), without any
solicitation by the Authority.
(c} NotwithstandinganyterminationofthisAgreement,thepartiesshaftcontinuetobe
bound by their respective obligations under Section 9.1 (relating to indemnification), Section 10 (relatin� to
ownership), Section 5(relating to personnef), Section 8(to the estent of any fees, commissions or other
amounts thereunder becoming payable after termination) and Section 12 (relating to the relationship of the
parties and other matters), which are the "Continuing Obli�ations," and such sections shal( survive any
termination of this Agreement.
Section 3. Authoritv Oversight and Authoritv Representative� Use bv Authoritv
3.1 Oversi�ht and Authoritv Representative. All assets, revenues, oblisations and expenses
of RiverCentre shall be held and incutted by Manager for the Authority's account, and the Authority shall
oversee operations of RiverCentre and its financial results through the budget and repoRing process
specified in Section 6. Manager shall report to the Authority through an individual designated by the
Authority as "Authority Representative," who shall be an employee or consultant of the Authority.
Manager shall designate its highest ranking officer to report to the Authority Representative as the
"Manager Representative" described in this Agreement. The Authority shafl designate the Authority
Representative by notice to Manager within five days afrer the date of this Agreement and shall thereafrer
from time to time redesignate, replace and otherwise take such action as necessary to cause there to be a
duly designated and authorized individual serving as Authority Representative at all times. The Authority
shall cause the Authority Representative to oversee performance of this Agreement, respond to Manager's
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inquiries and consult with Manager at aIl times regarding the operations of RiverCentre and achievement
of its public-purpose objectives. The Authority shall authorize and cause the Authority Representative to
review actions proposed by Manager that require approval by the Authority hereunder and, with respect to
such proposed action, receipt by Manager of written approv�t si�ned by the Authority Representative
sha(I be "Authority Approval" ( rop vided, however, that any approval of an Extraordinary Contract,
proposed operating budget or p�oposed capital bud=et shall also require the approval of the Authority's
Commissioners and signature of the Authority's chair). If at any time Manager submits to the Authoriry
or the Authority Representative notice of any proposed action and the Authority Representative does not
provide to Manager notice of approval or disapproval of such proposed action within 15 days following
the date on which Manager gives such notice, then Authority Approval for such action shall be deemed to
have been given by the Authority on the 16` day following such date.
3.2 Use bv the Authoriri. The Authority shafl have the right to use RiverCentre for events of
the Authority or the City or their respective designees and for the benefit of the community (including for
exampfe, Authority meetings, training for Authority personnel and public events) on a rent-free or
reduced-rent basis, as the Authority may determine frcrrc time to time. Direct expenses related to such
rent-free or reduced-rent use (including, for example, utilities, heatin� and air conditioning, ins¢rance,
and personnel for stage work, electrical work, tickets, cfeaning, securiry and other services) would be paid
by the Authority or its designee. Such use by the Authority shal( be subject to such terms as the Authority
and Manager may determine from time to time, shall not unreasonably compete or conflict with paying
events at RiverCentre, and shall be booked in advance (and may be moved from their respective
customary dates) with reasonable notice in accordance with RiverCentre policies having Authority
Approval, as in effect from time to time. Exhibit 3.2 is a(ist of recurring events that the parties expect to
accommodate underthis section.
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Section 4. Contracts ReQardine RiverCentre -
4.1 Extraordinarv and Ordinarv Contracts.
(a) "RiverCentre Contract" shall mean at any time a use a�reement, license, provider
agreement, supply contract, service a�reement and other contract or agreement of any kind (other than
any colfective-bargaining agreement) that is in effect at such time with respect to RiverCentre (and shalf
include each Extraordinary Contract and each Ordinary Contract, as defined below). BYhibit 4.1 is a list,
provided by the Authority, of each RiverCentre Contract in effect as of the date of this A�reement. Each
use agreement shall contain a provision reserving to the Authority the right to receive 20 promotional
seats without charge (in each case in accordance �vith the Authority's most recent resolutions, of which
Manager shall have received copies by notice to Manager hereunder).
(b) "Extraordinary Contract" means onl}•
(i) the primary parking-management contract for RiverCentre, designated as
such in Exhibit 4.1,
(ii) the primary concessions contract for RiverCentre, designed as such in
E�ibit 4.1,
(iii) the primary food-and-beverage catering contract RiverCentre, designated
as such in E:chibit 4.1,
(iv) any RiverCentre Contract that replaces, estends or substantiafly amends
any contract referred to in clause (i), (ii) or (iii),
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(v) any RiverCentre Contract for sponsorship or advertising that creates
signage rights at RiverCentre for more than 30 consecutive days,
(vi) any RiverCentre Contract that, on the date when signed (the "signing
date"), creates non-terminable obligations that bind RiverCentre or the Authority and extend
more than 90 days beyond the Term, and
(vii) any RiverCentre Contract that the Authority may from time to time
designate by notice to Manager as an Ectraordinary Contract.
(c j "Ordinary Contract" means any RivecCentre contract that is no"c an Extraordinary
Contract (and, for example, shalf incfude maintenance ar.d repair contracts, service contracts, and event
and booking contracts, etc.).
4.2 Contract Administrator. Manager shall serve as contract administrator for each
RiverCentre Contract, shall cause performance of the Authority's obligations thereunder on behalf of the
Authority, and shafl represent the Authority and act on its behalf in monitorin� each other party's
performance thereof, collecting and disbursing funds, and dealin� with each other parcy in all respects.
Manager shall obtain Authority Approval in connection with any 2ction under an Extraordinary Contract
if the effect of such action is to extend, terminate, substantial(y amend or commence legal proceedings to
enforce such Extraordinary Contract. Mana�er shall have the responsibility and sole authority to enter
into any Ordinary Contract as the Authority's a�ent and on the Authority's behalf (subject to Szction 43),
but Manager shall not enter into any Extraordinary Contract without Authority Approval. If any
RiverCentre Contract �vere entered into with respect to both RiverCentre and the Arena, then Manager
shall cause the terms thereof to be such that neither RiverCentre nor the Arena receives benefits
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thereunder (or incurs costs thereunder) that are dispropoRionate to its respective interest in such
RiverCentre Contract. In connection with Manager's providing the reports referred to in Section 6.4(a),
Manager shall provide management reports regarding the status of RiverCentre Contracts and significant
developments related thereto.
43 Contracts with Aff(iates. The Authority and Manager acknowled�e that, from time to
time, an entity in which Manager has an interest (or is otherwise affiliated) may be in the business of
providing goods or services necessary or desirable for operations of RiverCentre and may propose a
contract for that purpose. tf Mana�er has (a) disclosed such interest or affiliation to the Authority,
(b) demonstrated to the Authority's satisfaction that the proposed terms are competitive with those
available from non-affiliated vendors and (c) received Authority Approva( for such contract, then
Manager may enter into such contract with such affiliated entity. (Such showing of competitive terms
may be through a request-for-proposal process, verification from a mutually acceptable third-party
consultant or other mztho� satisfactory to the Authority.)
4.4 Mutuallv Advantaseous Arransements. The Authority and Mana�er acknowledge that
each of them may from time to time have agreements or other arrangements with suppliers, vendors and
other providers of goods and services that include favorable terms, and each shall use its best efforts to
make such favorable terms available to the other. Manager will use its best efforts to use such terms to
reduce the costs and improve the efficiency of RiverCentre operations.
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Section 5. Personnel
5.1 Emplovment and Suoervision• Apoointment of Executive Director.
(a) During the Term, Mana�er shall select, emptoy, train, and provide, for work at
RiverCentre, qualified employees of Manager (in sufficient number to satisfy the performance standards
of this Agreement at all times).
(b) Manager shall train and provide alt necessary qualified supervisors for employees
at RiverCenYre and shall assign to RiverCentre a fully qualified facility manager (the "Executive
Director"). If at any time the Authoriry reasonabty determines that performance of the E.xecutive Director
is deficient, then the Authority may, by notice to Manager, repoR such determination and the specific
deficiencies so determined, and Manager shall take al! reasonable actions to remedy any such deficiencies
and shafl report the resu(ts of such remedial actions to the Authority within 30 days foltowing receipt of
such notice. If the Authority reasonably determines that performance of the Executive Director remains
unsatisfactory, then the Authority may, by netice to Manager given within 30 days after the Authority's
receipt of such report, inform Manager of such determination (including the reasons therefor), and
Manager shall, within 30 days following receipt of that repoR, remove such Executive Director and
appoint a replacement Executive Director with Authority Approval (which shall not be unreasonably
withheld or delayed).
52 Existin� Em�lovees. The Authority has provided to Manager the information stated in
Exhibit 5.2 hereto, incfuding the name, position and collective-bargaining representation (if any) of each
person who is, as of the date of this Agreement, empfoyed at or in connection with [ZiverCentre (each an
"Existing Employee"). The Authoriry will provide layoff notices to each Existing Employee stating that
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the last day of employment with the Authority/City will be June 30, 2000. Such notices will comply with
City ordinances and collective-bargainingagreemenu.
53 Colfective-Barsainins Aereemenu. Execution by Manager of collective-bargainin�
agreements covering each Existing Empfoyee who is represented by a unioo or other coliective-
bargaining representative is a condition precedent to Manager's obligations under this Agreement.
5.4 Offers of Emoloyment.
(a) Commencing on the date of this Agreement, the Authority shafl provide to
Manager access to each Existing Employee for purposes of interviewing, offering employment,
completing pre-employment documents and exp(aining Manager'c employment-related rules and bznefits.
(b) Manager shall make a written offer of empfoyment (each an "Offer") to each
Existing Employee, for employment by Mana�er, commencing on the Start Date. Manager sha{i make
such Offer within five days after the date of this Agreement and shall keep such Offer open for at least 10
days after it is received by such Esisting Employee.
(c) For each Existing Emp�oyee, such Offer shall include (i) waoes at a rate not less
than that now in effect for such Existing Employee, (ii) position and duties substantially the same as those
now assigned to such Existing Employee and (iii) if such Existing Empfoyee is represented under a
collective-bargaining agreement, such terms and conditions as are required thereby.
(d) Manager shall hire each Esisting Employee who accepts such Offer, and shalf
employ such Existing Employee, commencing on the Start Date.
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5.5 Emolovee Benefits. Manager shalt provide, to each Existing Employee who accepu such
Offer, health coverage and other employee benefits in accordance with Manager's employee-benefit plans
referred to in Exhibit 5.5.
5.6 Assumed Oblieations. For each Existino Employee hired by Manager (a "Hired
Employee"), the Authority shall provide to Manager within ten days fotlowing the Start Date an accurate
statement of all the Authority's obligations to such Hired Employee for accrued vacation; compensatory
time; and sick time, severance pay and benefits in lieu of retiree health coverage. Manager sha[I assume
such obligations and satisfy them when due. Notwithstanding the foregoing, however, such assumed
obligations are limited as foftows:
(a) Por acccued vacation, (i) the total cf al! obtigations so assumed sha(t not esceed
$76,000 payabfe in cash, and (ii) Manager shail allow each Hired Employee to carry forward up to ten
days of acc; ued vacation. To the extent that Hired Employees do so, the tota! payable in cash shall be
reduced by the doliar amount attributable to alf days so carried fonvard.
(b) For compensatory time, the total of all obligations so assumed shail not exceed
$136,000 payablein cash.
(c) For sick time, severance pay and benefits in lieu of retiree health coverage, the
total of all obligations so assumed shall not exceed
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(i) for each Hired Employee, a deposit to his or her 401(k) account, to be
made on December3l of each of the years 2000 throu�h 2003 (which deposit shall be $t50 in
2000 and $300 in each of 2001, 2002 and 2003), orovided, however, that such deposit shall be
paid for any year only if such Hired Employee remains employed by Manager on December 31 of
that year; and
(ii) for each Hired Employee, another deposit to his or her 401(k) account on
February 1, 2001; February 1, 2002; and February 1, 2003 (which deposit shall be in the amount
stated as "One Time Retirement Cost" for such Hired Employee in the statement referred to
above), �rovided, however, that (A) the total of all such deposits in 2001 shall not exceed
$ I50,000; the totaf of all such deposits in 2002 shal l not exceed $50,000; and the total of al! such
deposits in 2003 shall not exceed $30,000; and (B) Manager shall allow each Hired Employee to
carry forward up to five days of sick time and, to the ertent that such Hired Employee does so,
then such deposit for such Hired Employee shall be reduced by the dollar amount attributabfe to
all days so carried forward.
5.7 No Soficitation. The Authority shal] not, during the Term or during the period oF one
year after any termination of this Agreement, solicit for employment one senior manager then empioyed
by Manager and designated for continued emp(oyment by Manager, provided that the Authority is not
prohibited from employing such designated senior manager if such mana�er applied independently for
such employment without any solicitation by the Authority.
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Section 6. OoeratinQ Year: Budaets; Reports
6.1 Calendar Year. Operations, accounting and reporting for RiverCentre shall be conducted
on the basis of the calendar year, commencing January I and ending December 31, and each reference
herein to a year means the calendaz year (unless otherwise specifically stated).
6.2 Ooeratin Budaets. For each year, Manager and the Authority shatl establish and
approve an operating budget for RiverCentre (each an "Approved Operatin� Bud�et") in accordance with
the following:
(a) For each year commencing with 2001, Manager shall submit to the Authority, by
the immediately preceding September l, a proposed operatin� budget stating all anticipated revenoes and
expenses related to RiverCentre for such year, in the format set forth in Eshibit 6.2. Manager and the
Authority shall discuss such proposed operating budget and, if they approve in �vriting an operating
budget and such budget is also given preliminary approval by the Mayor and the Saint Paul City Council,
in each case by the immedia[ely preceding October 31, then the operating bud�et so approved shal[ be the
Approved Operating Budget for such year, unless amended by the City Council with the approval of the
Mayor prior to final adoption of such operating bud�et in accordance with Minnesota [aw and City
ordinance. If the ope�ating budget is so amended, then Manager and the Authority shatl discuss the
amended budget. If they agree to accept such amended budget, then it shall be the Approved Operating
Budget for such year. If they do not agree to accept such amended budget, then Manager shal{ have the
same right of termination as provided in Section 2.6.
(b) Any Approved Operating Budget may be amended at any time by a writtzn
amendment that is apgsoved by the City Council and esecuted by the Authority and Manager.
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6.3 Accountins. Recordins and Allocations.
(a) Manager shall maintain complete accounting records relating to RiverCentre and
shall establish intemal-control policies and practices �vhich are in accordance with generally accepted
standards in the facitities-mana�ement industry and any additional requirements of the Minnesota State
Auditor.
(b) Manager shall cause aIl revenues from RiverCentre earned and due after July t,
200Q to be separately recorded and reported (on a direct basis) to the greatest estent possib{e. If any
revenue shall be attributable to both RiverCentre and the Arena (including, for esample, revenue from a
single event using RiverCentre for part of a day and the Arena for the balance of such day), Manager shall
allocate such revenues on the basis of the respective rate cards then in effect for RiverCentre and the
Arena (or, for any particular event, on sach other basis as Manager may determ�ne with Authority
Approval).
(c) Manager shall cause all eYpenses for RiverCentre incurred after July 1, 2000, to
be separately recorded and reported (on a direct basis) to the greatest extent possible (including, for
example, separate metering of utilities, separate recording of direct-labor hours, altocation of vacation,
retirement and other beneftt costs in accordance with such direct-labor hours, separate invoicing or
itemizing of maintenance and repairs, and separate time recording of employees, inc(uding those
dedicated 100% to RiverCentre operations, such as a dedicated marketing manager). For each year, if any
expense shall be incurred for the henefit of both RivecCentre and the Arena, such expense shall be
allocated between them on a basis determined with Authority Approval in connection with t6e Approved
Operat+ng Budget for that year. The Authority and �tanager acknow(ed�e that from time to time an
opportunity for combined use of RiverCentre and the Arena for an event or other purpose may involve
espenses not anticipated in the Approved Operating Budget. To realize the benefits of such an
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opportunity, the Authority and Mana�er may determine to allocate such espenses so as to reflect the
respective costs and benefits of such event for RiverCentre and the Arena. The espenses of the Authority
and iu staff will be accounted for separately by the Office of Financial Services within the Authority's
Administrative Budget (as herein defined). '
6.4 Monthlv and Annual Reoorts.
(a) Within 20 days following the end of each month during the Term, Mana�er shatl
submit to the Authority an unaudited written operating statement (the "Month(y Staterrcent') showin„ for
such month and for the year to date, (i} all gross revenues and espenses from operations of RiverCentre,
in each case presented in the same manner as in the Approved Operating Budget for such year and (ii) for
each fine item, a comQarison of actual results to those stated in the Approved Operating Budget.
(b) Within 60 days following the end of each year, Manager shalf submit to the
Authority a written operating statement for such yeat (the "Preliminary Report") stating for such year a1l
revenues and actual expenses from operations of RiverCentre. Unless the Authority gives notice to
Manager of a good-faith objection to a material aspect of the Preliminary Report before the 30`" day
following the Authority's receipt thereof, the Preliminary Report shall then become binding upon
Manager and the Authority a�d shall be the "Annual ReporY' for such year, and such 30` day shall be the
"Annual Report Date" for such year.
(c) If the Authority (by notice given to vfanager before the close of business on such
30` day) objects in good faith to any material aspect of the Preliminary Report, then only those aspects as
to wh+ch the good-faith objection was made shatf not become binding, the Authority and Manager shall
discuss the objection and, if they sign a written agreement amending the Preliminary Report, then the
Prefiminary Report, as amended by such written agreement, shall become binding and shall become the
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Annual Report and the date of such written agreement shaii be the Annual Report Date. If che Authority
and Nlanager do not sign a written a�reement within 30 days after the Authority eives such notice of
objection, then the matter objected to (and only such matter) shall be submitted to a nationally recognized
firm of certified pu6lic accountants selected by the Authority and Manager (whose fees shall be divided
equally beriveen the Authority and Manager), who shall resolve the dispute and submit a writte�
statement of such resolution, which statement, when delivered to the Authority and to Manager, shal]
become binding. Such statement (combined with those aspects of the Preliminary Report as to which the
Authority did not timety provide notice of objection) shall be the Annual Report and the date on which
such accountants submit such statement to the Authority and Manager shat( be the Annual Report i�ate.
(d) Each Annuat Report shalf remain subject to the Authority', audit rights under
Section 10.
6.5 Capital Expenditures. For each year, Mana�er and the Authority shall establish and
approve a budget for capital espenditures at RiverC;entre during sucfi year (each an "Approved Capitaf
BudgeP'), which shall ;tate all capital projects to be commenced at RiverCentre during that year and the
financing sources to pay for those projects, including those anticipated to be started and completed in the
same year and those anticipated to continue into subsequent }'ears (each a"multi-year project' ), in
accordance with the following:
(a) For each year commencing with 2002, Manager shall submit to the Authority, by
the immediateiy preceding September I, a proposed capital budget stating all anticipated material capital
expenditures refated to RiverCentre for such year, in such format as the parties s5a11 hereafter agree.
Manager and the Authoriry shall discuss such proposed capital bud�et and, if they approve in writing a
capital budget for such year and such capital budget is also given preliminary appro�al by the Mayor and
the City Council, in each case by the immediately preceding October3l, then the capital budget so
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approved shall be the Approved Capital Budget for such year, unless amended by the City Council with
the approval of the Mayor prior to the finaf adoption of the capital bud�et in accordance with Minnesota
law and City ordinance. If no capital budget for such year is finally adopted and approved by the
beginning of such year, then the Approved Capital Budget for such year sha(1 consist of each multi-year
project included in any previous Approved Capital Budget that is not yet completed.
(b) Any Approved Capital Budget may be amended at any time by a written
amendment that is approved by the City Council and executed by the Authority and Manager.
(c} For each month during which ManaQer makes any material capital expenditures,
Manager shall provide to the Authority, in connection with the Monthly Statement for that month, a
written summary of such capital expenditures.
(d) Manager shal( not make any material capital expenditures unless included in an
Approved Capital Budget or otherwise approved by the Authority.
(e) All expenditures related to the project currently in process to repair and improve
the RiverCentre parking ramp (planned for comp(etion during 2001 at an estimated project cost of
$9.5 million) shall be managed and paid for by the City.
6.6 Authoritv Administrative Budoet. The Authority will annually approve and manage an
administrative budget (the "Administrative Budget"). The Administrative Budget will include the
expenses directly related to the operation of the Authority and other expenses it may approve, incfudin;
the mana�ement fee to be paid to Manager.
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6.7 Citv Council Approval. The Authority shall - have no obligation to pay operating
espenses for a year unless and until the Authority shall have made an appropriation approved by the City
Council and the Mayor through the annual budget approval process to fund the operation of the Authorify
and RiverCentre for such yeac From and after such appropriation is approved by the Mayor and City
Council, the Authority shall pay the operatin� expenses for such year to the extent described elsewhere in
this Agreement.
6.8 Modifications to Budoets. All modifications to the Approved Capital Budget and
Approved Operating Budget during any year shafl be subject to prior written approval by the Authority
and Mana�er. Any expenditures made by Manager which are not included in such budoets shali be the
financiai responsibility of Manager unless approved by the Authoriry.
6.9 Operatina, Standards. As part of each yearly budget process (commencing with that for
2001), the Authcrity and Manager shall establish the Operatieg Standards for that year and include such
Operating Standards as part of the ApQroved Operating Budget for that year.
Section 7. Receipts and Disbursements: Fundin¢
7.1 Receiots and Disbursements.
(a) Manager shall estab(ish and maintain for RiverCentre such fully insured bank
accounts as needed from time to time for receipts, disbursements, payroll and other operations of
RiverCentre, with signature authority in such employees of Manager as Manager shall determine and
report to the Authority (co(lectively, the "Operating Accounts"). All revenues collected from operations
of RiverCentre shall be deposited into the Operating Accounts and Manager shall cause ali expenses and
disbursements related to RiverCentre to be paid from the Operating Accounts. Manager shall institute
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and abide by a cost allocation and accounting system, subject to approval by the Authority (which
approval shalf not be unreasonably withheld or delayed). Any changes to such system shall be subject to
approval by the Authoriry {which approval shall not be unreasonab(y withheld or delayed). When the
Authority approves or amends any such cost a[location and accounting system, then the Authority shall
forward such system to the Mayor and City Council for review, comment and finaf approval.
(b) Ail revenues coflected from operations of RiverCentre are the sole property of
the Authority and shalf be held in trust by Manager for the Authoriry for application as provided in this
Agreement. Any amounts remaining in any Operating Accounts, upon terminatio� of this Agreement and
after payment of espenses as provided herein, shall be paid to the Authority. If any of such revenues are
lost, stolen or otherwise unlawfully removed from the custody and control of Manager, then Mana�er
sha41 continue to be responsible therefor and Manager shall indemnify the Authoriry from and against
such Ioss by making payment to the Authority within 48 hours of discovery of such loss, theft or unlawfiil
removal.
7.2 Fundin�. For each month, Manager shall provide to the Authority, at least seven days
prior to the first day of such month, a report of the funds balance projected to be available in the
Operating Accounts at tfie start of such mon[h and projected cash receipts and projected cash espenditures
during such month. If and to the extent that such projected expenditures exceed the sum of such projected
balance plus projected receipts, then the Authority will transfer to the Operating Accounts an amount
equal to such excess. If and to the estent that such projected espenditures are less than the sum of such
projected balance plus projected receipts, then Mana�er will transfer to the Authority the amount by
which such projected expenditures are less.
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73 No Obliaation of Manaeer to Fund. Except as agreed to in Section 5 hereof, Mana�er
shall have no obligation to fund any cost, expense, liability or espenditure with respect to RiverCentre or
operations thereof.
Section S. Manasement Fees: Commissions
8.1 Manaeement Fees. The Authority shall pay to Manager management fees, which shaif
consist of
(a) base amounts, determined as described below (the `Base Amounts"), plus
(b) amounts based on the Operating Standards, determined as described befow (the
"Quality Amounts"), plus
(c) amounts based on Gross Revenues (as hereinafter defined), determined as
desccibed below (the "Revenue Amounts').
8Z Base Amounts. The Base Amounts shall be $14,666 per month during 2000, $14,583 per
month during 2001, $15,416 per month during 2002, $16,66b per month during 2003, and such per-month
amount during 2004 as the parties shall hereafrer agree. The Authority shall pay such Base Amounts for
each month on or before the first day of such month.
83 Ouatitv Amounts. For each of the years 2001 through 2004, the Authority will evaluate
Manager's performance in achieving the Operating Standards for that year and will assign to such
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performance a peccenta�e based on the Authority's reasonabte determination of the estent to which such
Operating Standards were achieved during that year. The Quality Amount for such year shall be an
amount equal to 525,000 multip(ied by such percenta�e (e if the percenta�e so determined by the
Authority were 90% for 2002, then the Quality Amount for 2002 would be $22 For each year, the
Authority shall pay the Quality Amount by February 28 of the immediately foilo�ving year.
8.4 Revenue Amounts.
(a) For each of the years 2001 through 2004, the Revenue Amount shall be
(i) $50,000 if Gross Revenue equals or exceeds the First Target for that year,
plus
(ii) an additional $50,000 if Gross Revenue equals or e:cceeds the Second
Target for that year.
(b) For any year, "Gross Revenue" shall mean all revenue from (i) rentals,
(ii) service income, (iii) food and beverages, and (iv) novelties. Gross Revenue shall be calculated and
classified in a manner consistent with the practices reflected in the budgets and operating statements of
RiverCentre for 1999 and 2000 heretofore received by Manager rovided, however that any revenue that
wouid cause any taY-exempt bonds to become taxable private activity bonds cannot be earned by the
Authority or counted as Gross Revenue).
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(c) For each year referred to below, the First Target and Second Target shall be as set
forth below:
Year
2001
2002
2003
First Taroet
$3.75 million '
$3.90 million
$4.Q0 mitlion
Second Taroet
$4.00 million
$4.15 mifiion
$4.25 million
For 2004, the First'iarget and Second Target shall be such amounts as the parties shafl hereafter agree.
8.5 Commissions
(a) For each New Contract (as defined below), the Authority shafl pay to Mana�er a
commission for each year in which RiverCentre receives advertising payments, sponsorship fees, rights
fees or other revenues under or with respect to such New Contract ("New Revenue"). Notwithstanding
the foregoin�, however<
��)
Section 8.4(b) and
(ii)
"New Revenue" does not include any amount referred to in
in the case of any New Contract that is an Extended Contract (as defined
below), "New Revenue" for any year shalf inean onty such payments, fees and revenues as
exceed those that would have been received in such year had such Extended Contract continued
into such year on the same terms as in effect on tfie Start Date. (For esample, if a sponsor
contract in effect on the Start Date called for payments of $50,000 to RiverCentre in 2003 and
such sponsor contract were amended after the Start Date so as to call for payments of 560,000 in
2003, then $10,000 of such $60,000 would be New Revenae for 2003.)
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(b) The amount of such commission for each New Contract shaff be 20°/a of all New
Revenue. Upon receipt of any amount of New Revenue, the Authority shail pay the applicable
commission to Manager e.o., if amounts received under a New Contract consisted of $10,000 in Ianuary
2004 and $10,000 in July 2004, Yhen the Aathority would pay to Manager a commission of $2,000 in
January 20Q4 and a commission of $2,000 in 3aly 2004}.
(c) "New ContracP' shall �nclude (i) any contract, agreement or other arrangement
for advertising, sponsorship, signage, publicity, promodon, marketing or similar rights at RiverCentre that
is entered into during the Term and (ii) any renewa3, extension, amendment or oiher change to any
contract, agreement or arrangement existing before the Term that has the effect of estending such esisting
contract, agreement or arrangement or increasing the amounts payable thereunder (an "Extended
Contract").
8.6 Limitation. For each of 200] through 2004, the Base Amounts payable to Mana�er for
such year shall be at least 50% of the total payable to Ntanagec for such year under Section 8, and the
requirement of this sentence shall be the "50% Test " lf, for any of such years, the 50% Test would not be
satisfied in the absence of this senteace, then the Revenue Amount for such year shall be reduced by the
smallest amount (ifany) as is necessary to cause the 50% Test to be satisfied (and, if the Revenue Amount
were reduced to zero in accordance with this sentence and the 50% Test remained unsatisfied, then the
commissions payable for such year shall be reduced by the sma(lest amount as is necessary to cause the
50% Test to be satisfied).
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8.7 Prorated Amounts. In the event of any termination of thisAgreement tha3�-does not occur
at the end of a year, the Authoriry shali pay to Mana�er:
(a) for the month that includes the date of termination, an amount equal to the Base
Amount for such month, prorated through the date of termination (which amount shali be paid within ten
days after the end of such month); pius
(b) for the year that includes the date of termination, the Quality Amount for that
year, prorated through the date of termination, which shall be paid within ten days after the date of
termination; plus
(c) for the year that inciudes the date of termination, a prorated portion of the
Revenue Amount for such year, which shall be paid within ten days after the date of tertnination and
detecmined by
(i) multiplying the Second Target for such year by a fraction, of which the
numerator is the number of days in such year elapsed through the date of termination and the
denominator is 365 (which shall be the "Prorated Ta aet");
(ii) determining the percentage represented by (A) actual Gross Revenue
through the date of termination divided by (B) the Prorated Target; and
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(iii) multip(ying such percentage by $125,000; plus
(d) alt unpaid commissions on New Reven�e received (whether received before or
afrer the date of termination), which commissions shall be paid upon receipt of such New Revenue.
Section 9. Indemnification and Insurance
9.1 Indemn i fication
(a) Manager shall indemnify the Authority from, and defend and hold the Authority
harmless from and against, any damages, tiabilities, claims, judgments and expenses, including
reasonable attorneys' fees ("Losses"), suffered, incurred or sustained by the Authority resultino from or
arising out of
(i) any 6reach of this Agreement by Manager,
(ii) the inaccuracy, untruthfu[ness or breach of any representation or
warranty made by Manager in this Agreement; or
(iii) any claim for damages (whether for personat injury, property damage or
otherwise) resulting from any negiigence, misconduct or other act or omission by Manager.
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(b) The Authority shatl indemnify Manager from, and defend and hold Manager
harmless from and against, any Losses suffered, incurred or sustained by Manager resulting from or
arising out of
.
(i) any breach of this Agreement by the Authoriry;
(ii) the inaccuracy, untruthfulness or breach of any representation or
warranty made by the Authority under this Agreement; or
(iii) any claim for damages (whether for personal injury, properry damage or
otherwise) resulting from any negfigence, misconduct or other act or omission by the Authority.
Notwithstanding the foregoing, however, nothing in the Agreement shall cause (or be construed as) a
waiver by the Authority of any limitation on municipal liabiliry under Minnesota Statutes Section 466.01
et seg. or as a waiver of any common-law immunity or [imitation of tiability, all of which are hereby
reserved by the Authority.
(c) If any third-party claim is asseRed against a party entitled to indemnification
hereunder (the "Indemnified Party"), then the Indemnified Party sha(f promptly give notice thereof to the
party that is obligated to provide indemnification (the "Indemnifying Party"). Upon receipt of such
notice, the Indemnifying Party shall immediately and fufly investigate and defend such ctaim, at the
Indemnifying Party's sole cost and expense. The Indemnified Party shall cooperate in all reasonable
respects with the Indemnifying Party and its attomeys in the investigation and defense of such claim and
any appeal arising therefrom, and the Indemnified Party may, at its own cost and expense, participate,
through its attomeys or otherwise, in such investigation, defense and appeal. No settlement that involves
a remedy other than payment of money by the [ndemnifying Party shall be entered into without the
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consent of the [ndemnified Party. if the Indemnifying Party does not promptly defend such claim in
accordance herewith, then the Indemnified Party may defend such claim in such manner as it may deem
appropriate, at the cost and expense of the Indemnifying Party (but the Indemnified Party's doina so shall
not reduce to any extent the Indemnifying Party's obligations hereunder).
92 Insurance.
(a) Manager shall, on the Authority's behalf, keep in force throuahout the Term
(i) one or more policies of commercial liability insurance, coverin� al!
operations of RiverCentre and acts or omissions of RiverCentre personnef (including Mana�er's
employees and services under this Agreement), which insurance shal( have lim'sts not less than
$I million for bodily injury and $1 million for property damage;
{ii) one or more policies of automobile insurance, covering vehides operated
in connection with RiverCentre, having a combined singfe limit of not less than $ I million;
(iii) one or more policies of worker's compensation insurance, covering all of
Manager's employees providing services at RiverCentre;
(iv) all-risks properiy and casualty insurance, covering RiverCentre, together
with a full replacement-costendorsement and a vandatism and malicious-mischiefendorsement;
(v) broad-form boiler and machinery insurance, with full repair and
replacement cost coverage;
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(vi) loss-of-income and business intercuption insurance, covering risk of loss
due to the occurrence of any hazards insured against under the insurance referred to in clauses (i)
and (ii), in an amount not less ihan one year's loss of income; and
(vii) insurance a�ainst theft and other financial crimes (inclading those
referred to in Section 7.1(b)).
(b) Manager shall cause each of the Authority and Manager to be named as an
insured under each of such policies. Manager shall include the costs of a(I such insurance in each
proposed operating budget (sub,{ect to the Authority's approval by inc(asion in the Approved Operatin�
Budget) and shall pursue opportunities to reduce insurance costs through policies covering both
RiaerCentre and the Arena. At the Authority's request, Mana�er shalt deliver to the Authority an original
or a certified copy of each of such policies confirming the existence of all such coverage, together with an
endorsement to the effect that such policy will oct be canceled or materially changed without at least 30
days' advance written notice thereof to the Authority.
Section 10, Ownershin of Assets; Related Oblieations: Audit Riehts
10.1 Ownersh ip.
(a) Each party acknowledges that the City owns all the buildings and real estate
comprising RiverCentre and alt re(ated equipment, fumiture, displays, fixtures, vehicles and similar
property now used in operations of RiverCentre (othec than any item that is held by the City under a lease,
in which case the City owns the lessee's rights therein), together with title to all intellectual property
rights now held in the Authority's name. Nothing in this Agreement shall affect the City's ownership.
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(b) The City shall continue to own al( consumable items that ue provided by the
Authority (such as office supplies and cleaning materiais), but such items may be ucilized and consumed
by Manager in the performance of services for RivecCentre under this Agreement. Manager may
purchase consumable items for RiverCentre parsuant to this Agreement, and such items shal( become the
property of the Authocity, but may be used and consumed by Mana�er for operations of RiverCentre
under this Agreement. Manager may use RiverCentre property and related assets of the Authority for
operating RiverCentre and otherwise performing services under this Agreement. Manager and the
Authority acknowledge and agree that, in order to achieve efficiencies and avoid duplication of costs,
Manager may use equipment and other property of the Arena for maintenance, repairs and other
operations of RiverCentre (and may similarly use equipment and other property of RiverCentre for
operations of the Arena), but such use shall not affect ownership of any equipment or other property, and
Manager shall provide for al( proper[y of RiverC'entre the same care and custody as it provides for
properiy of the Arena. Manager shall not take or use, for purposes other than mana�ement or operations
of RiverCentre, any customer or exhibitor lists or similar materials developed by the Authority for the use
of RiverCentre unless Manager receives Authority Approval. [f Manager purchases equipment,
furnishings, materials, or other personal property at Authority expense for use at RiverCentre, then title
thereof shall vest in the Authority, automatically and immediately upon purchase. Manager shall not
pledge, encumber or othenvise alienate or assign for any purpose any assets or Qroperty of the City or the
Authority without Authority Approval.
(c) All operating reports provided to the Authority by Manager hereunder, together
with all books and records of RiverCentre maintained by Manager on beha(f of the Authority, and alt
other infoanation and documents now in existence at RiverCentre shalt be (and shaif remain) the properry
of the Authority and shalf be subject to such pubtic disc(osure and other requiremenU as may be imposed
by Minnesota law regarding data practices and related matters. (AII financial statements of Manager and
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books and records of Manager shall be, and shall remain, private financia[ records, not subject to such
disclosure.)
10.2 Authoritv ObliQations. Throu?hout the Term,�the Authority will maintain full (egal and
beneficial ownership of RiverCentre and wilt pay, keep, observe and perform all payments, terms,
covenants, conditions and obligations under any bonds, debentures or other obligations, security
agreements or contracts to which the Authority may be bound.
103 **[intentionallv deleted}**.
Section 11. Reoresentations and W
IL1 Reoresentations and Warranties of Mana er. Manager represents and warrants to the
Authority as follows:
(a) Manager is a limited liability company duly organized and validly existin� under
the laws of the State of Minnesota.
(b) Manager has all requisite power and authority to execute and deliver this
Agreement and perform a(t of its obligations under this Agreement.
(c) Execution, detivery and performance of this agreement by Manager wifi not
breach or violate any provision of the organizational documents of Manager or of any indenture,
mortgage, lien, tease, material agreement, order, judgement or decree to which Mana�er is a party or by
which its assets or properties are bound.
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(d) Execution, delivery and performance of this Agreement have been duly
authorized by Manager, and this Agreement constitutes a valid and bindin� agreement of Manager,
enforceable in accordance with its terms.
(e) Manager is in compliance in all material respecu with alt laws applicable to
Mana�er (except for any failure to compty that would not have any material adverse effect on Manager's
abiiity to fulfiil its obligations under this Agreement).
(� There is no outstanding litigation or other le�al dispute to which Mana�er is a
party which, if decided unfavorably to Manager, would reasonably be eYpected to have a material adverse
efFect on Manager's ability to fulfill its obligations under this Agreement.
(g) All information provided by Manaaer that is included in this Agreement
(including any Exhibit heretu) is accurate and complete in all materiat respects, does not contain any
untrue statement, and does not omit any statement or information necessary to make such information
correct and complete in all material respects.
11.2 Re�resentations and Warranties of the Authoritv, ihe Authority represents and warrants
to Manager as follows:
(a) The Authority is organized as an agency of the Cin�, va(idly existing and in good
standing under the laws of the State of Minnesota.
(b) The Authority has all requisite corporate power and authority to e�ecute and
deliver this Agreement and perform all of its obligations under this Agreement.
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(c) Esecution, delivery and performance of this agreement by the Authoriry wifl not
breach or violate any provision of the organizational documents of the Authority or of any indenture,
mortgage, lien, lease, material a�reement, order, judgement or decree to which the Authoriry is a parry or
.
by which its assets or properties are bound.
(d) Execution, delivery and performance of this Agreement have been duly
authorized by the Authority, and this Agreement constitutes a valid and bindin� agreement of the
Authority, enforceable in accordance with its terms.
(e) The Authority is in compliance in all material respects with al! laws applicable to
the Authority (except for any failure to comp(y that would not have any material adverse effect on the
Authority's abilityto fulfill its obligations under this Agreement).
(fl There is no outstandina litigation or other legai dispute to which the Authoriry is
a party which, if decided unfavorably to the Authority, would reasonabfy be espected to ha��e any material
adverse effect on the Authority's ability to fu(fill 'sts obligations under this A�reement.
(gl All information provided by the Authoriry that is included in this A�reement
(including any E�chibit hereto) is accurate and complete in ail materiat respects, does not contain any
untrue statement, and does not omit any statement or information necessary to make such information
correct and complete in all materia! respects.
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5ection 12. Other Provisions
12.1 Relationshio. The paRies intend to create a retationship of independent contractors and
nothing in this Agreement shall be construed to make either parry a partner, joint venture, principal, agent
or employee of the other.
l22 Severabilitv. If any provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable, then each remaining provision of this Agreement shali nonetheless
remain in ful( force and effect.
123 Force Maieure; Certain Chanees to RiverCentre.
(a) Neither party shalt be obligated to perform hereunder and neither party shatl be
deemed to be in default if performance is prevented by:
(i) fire not caused by negligence of either party, earthquake, flood, act of
God, civil commotion, war, hostilities or other event, matter or condition of like nature;
(ii) any law, ordinance, rule, regulation or order of any public or military
authority (including any based on economic or energy controls, hostilities, war or govemment
law or regu(ation); or
(iii} any tabor dispute which results in a strike, picket or boycott affecting
RiverCentre o� services hereunder (unless such dispute shall have been caused by ille�al labor
practices or violations by such party of applicable collecti�e-bargaining agreements and there has
been a finaljudicial determination of such illegal labor practices or violations),
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(each a "Force Majeure EvenY').
(b) Neither party hereto shatl be under any obligation to suppty any service or
services, if and to the extent that doing so shall be prohibited or limited by any Federal, state or municipal
law, rules, re�ulation, order or directive.
(c) Except as otherwise espressly provided in this Agreement, no amount payable to
Manager for its services under this Agreemeat shall be increased for any inconvenience, interruption,
cessation, or loss of business or other foss caused, directly or indirectly, by any Force Majeure event, nor
shall any amount payable to Manager be reduced or withheld.
(d) [f any part of RiverCentre were destroyed, replaced, repaired, upgraded or
otherwise changed, the Agreement would continue in effect for all of RiverCentre (including that part),
and Manager would have the right to continue providing the services during such change (subject to
adjusting the management fee as the Authoriry and Manager may agree, based on any actual reduction oc
increase of services provided by Manager as a result of such change).
(e) The parties acknowledge that the Authority has commenced preiiminary
discussions regarding possible renovation or reconstruction of the Roy Wilkins Auditorium and that, if
such Auditorium is substantially renovated or reconstructed and the Authority enters into an operations
agreement with the Ordway Center for the Performing Arts regarding theatrical productions in such
renovated or reconstructed Auditorium, then the applicabte terms of this Agreement w ill be amended.
(fl The parties atso acknowledge that the Authority and the City of Saint Paut a�e
currently considering a pedestrian conrtection between RiverCentre and the skyway system of downtown
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Saint Paul. Such connection is expected to be completed in late 2001 and, upon completion, the
connection will be considered part of RiverCentre and Mana�er wi(1 cause it to be maintained on behalf
of the Authority (subject to Authority approval of revenues and costs in the annual budget-approval
process). �
12.4 Waiver. No delay or omission by either party to exercise any right or power it has under
this Agreement shalt impair or be construed as a waiver of such right or power (unless such rioht or
power is limited by a time period, in which case such right or power shall lapse only when such time
period shall expire). A waiver by any party of any breach of this Agreement or any obli�ation hereunder
shalt not be construed to be a waiver of any succeeding breach or any other obligation.
12.5 Headinos: References Of [nclusion. The headin�s of sec[ions, paragraphs and othe�
subdivisions of this Agreement are for convenience only and do not affect the construction or
interpretation of the Agreement. Each reference herein to "includino" or "includes" shall be deemed to be
foliowed by the words "without limitation."
12.6 Entire Aa,reement. This Agreament is the entire agreement behveen the parties with
respect to the subject matter hereof, and there are no other representations, understandings or a�reements
between the parties relating to such subject matter.
12.7 Survival. This Article 12 and each provision hereof shall survive the expiration or
term'rnation of this Agreement and shall remain in full force and effect notwithstanding any such
expiration or termination.
12.8 Third Partv Beneficiaries. This Agreement shall not inure to the benefit, or create any
right or cause of action in or on behalf of, any person or entity other than the parties.
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12.9 Assienment. Neither party may assien or transfer this Agreement or any rights hereunder
without the other party's advance written consent escept that if VIanager, by notice to the Authority,
proposes to assign this Agreement to an entity that (i) acquires or other�vise succeeds to al! or substantiatly
alt of Manager's business and assets, including management of the Arena, and (ii) before or at the time of
assignment assumes all of Manager's obligations hereunder and a�rees to perform or cause performance of
all of such obligationswhen due, then the Authority shall not unreasonablywithhold or delay such approval.
12.10 Governins Law. This Agreement and the rights and obligations of the parties under this
Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota,
without giving effect to the principtes thereof relating to conflicts of (aw.
12.1 I Disoute Resolution.
(aj For any dispuYe arising under this Agreement (inctuding any disputed ailegation
of default hereunder) that is not resolved informalty, either party may give to the oiher party notice of the
dispute, incfuding reasonable detail conceming any alteged deficiency in performance of the other party.
The Authoriry and Manager, respectively, shall cause the Authority Representative and the Executive
Director to meet in person at RiverCentre and attempt in good faith to reach an agreement resolving the
dispute. If they do not reach such an agreement within seven days after the date on which such notice is
given (the "Dispute Notice Date"), then each of them shall produce a detailed report about the dispute for
his or her respective chief executive officer or chief operatinL officer, who shall meet in person at
RiverCentre and attempt in good faith to reach an agreement. If the paRies have not signed a written
agreement to resolve the dispute within 30 days fo(lowing the Dispute Notice Date, then either party may
request mediation as provided for in subsection (b) below.
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(b) If any dispute between the parties under this Agreement is not resolved under
subsection (a), then, upon notice by either party, such dispute sha[I be submitted for non-binding
mediation before, and as a condition precedent [o, the initiation of any legal action regarding such dispute.
Each party shall participate in up to four hours of inediation (in each case as requested by such party's
chief executive officer or chief operating officer). The mediator shall be selected by the parties, or if the
parties fail to select a mediator within 10 days afrer siich netice is given, then either party may request
selection of a mediator by the administrator of the Ramsey County District Court Civil Altemative
Dispute Resolution Program, from its list of qualified neutrals. All espenses related to the mediation
shall be borne by each party, indiiding without limitation the costs ef aay experts or legai r,ounsel.
12.12 3urisdiction and Venue. Any legal action, suit or proceeding brought by it in any way
retated to or arising out of this Agreement shall be brought in the state courts of the State of Minnesota,
and each party hereby accepts and submits to the jurisdiction of'such scate courts with respeet to any such
action, suit or proceeding brought by or against such part,y. Each party waives any objection to the venue
for any such action, suit or proceeding being in such state courts.
12.13 Negotiated Terms. The parties acknowledge that the terms and conditions of this
Agreement are the results of negotiations beriveen the parties and that no part of this Agreement shall be
construed in favor of or aaainst any party 6y reason of the estent to which any parry or its professiona(
advisors participated in the preparation of this Agreement.
12.14 Notices. Each notice required or permitted under this Agreement shail be in writing and
shall be deemed given when delivered by mail, courier or facsimile to the address or facsimile number
specified below (and a paper copy of any notice by facsimile transmission shall be delivered within 24
hours after such transmission to the address specified below).
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If to the Authority: RiverCentre Authority
c/o City of Saint Paul
210 City Half
I S West Kellogg Boulevard ,
Saint Paul, Minnesota 55102
Attention: Authority Representative
FacsimileNo.: (651)266-8541
With a copy to: City Attorney's Office
City of Saint Paul
400 City Hall
Saint Paul, Minnesota 55102
Attention: RiverCentre Authority Aitorney
Facsimile No.: (651) 298-5619
[f ro Manager. Saint Paul Arena Company, LLC.
175 Kellogg Boulevard
Saint Paul, Minnesota SS IO2
Attention: Chris Hansen
FacsimileNo.: (651)222-1055
�Vith a copy to: Faegre & Benson LLP
2200 Nonvest Center
90 South Seventh Street
Minneapolis, Minnesota 55402-390i
Attention: WilGam R. Busch, Ir.
Facsimile No.• (612) 336-3026
Eiiher party may change its address or facsimile num6er for notice purposes by givin� the other
party i 5 days' notice of the new address or facsimile number and the date upon which it will become
effective.
12.15 Amendment. No amendment to any provision of this Agreement is valid unless in
writing and signed by an authorized representative of each party.
12.16 Counteroarts. This Agreement may be executed in any number of counterparts, each of
which will be deemed an original, but all of which taken together shali constitute one sing(e agreement.
-43-
�j1- tS �
12.17 Public Data. All of the data created, cotlected, received, stored, used, maintained or
disseminated by Manager with respect to RiverCentre in performin� the functions under this A�reement
are subject to the requirements of Chapter 13, Minnesota Statutes, and Manager agrees to comply with
those requirements as if it were the Authority or the City. �
12.18 Comeliance with Laws. Each party agrees to comply with all faws of the United States
of America and the State oF Minnesota (inc(uding the Minnesota Data Practices Act) and with all Saini
Paul Ciry ordinances and resolutions and wil( not do (or altow anyone under such party's controt to do)
anythin� during the term of this Agreement in vialation of any such �awc ordinances and resolutions.
12. (9 Convention and Visitors Bureau Aereement. The parties acknowledge that the City is a
party to an agreement (the "CVB Agreement") with the Saint Paul Convention and Visitors Bureau
("f'VB"} with respect tc the promotion and marketing of the City as a tourist and convention destination.
In section 2.4 of the CVB Agreement, the City has a�reed to use its best efforts to influence the Authurity
and Manager tc partner with the CVB in many ways so that the CVB can successfully market and
promote the City. Manager agrees to cooperate with the CVB as best it can in the ways specified in said
section 2.4.
�
o�-iSSl
IN WI"INESS WHEREOF, each party has caused this Agreement to 6e signed and detivered by
iu du(y -authorized representative, effective as of the date first above written.
Approved as to Form:
/
By:
City Attomey Saint Paul
CIVIC CENTER AUTHORfTY
An Agency of the City of Saint Paul
{also known as RiverCentre Anthority)
By: n ."� Q (� --
J e Rei
a ` J �--
Titte: ' ctor of Office of Financial Services
�
LLC
MI.6?l31I.1?
By:_
Title:
�U : �'�-�W `
� t'fi� �. \��l V.QI,��..�
�
�
nrJ..
�
-45-
Titfe: Mayor of City of Saint Paul
Exhibit A � ( — � s �
to Agreement for RiverCentre
(page 1 of I)
RIVERCENTRE�'
Ii7UUf}G{OhEEVU2GYP7A6 PDYWRA�'SM'.��107RR.(
175 Kellogg Baulevard, Saint Pavf, Minnesora SSiOZ Phone 651-Z6i-}g00 Fax 6SI-?65-4899 w�+w.rivercentre.org
or esY
Saint Paul RiverCentre
Exhibit 1.3
to Agreement for RiverCentre
(page 1 of 1)
Event Booking Guidelines
Touchstone Energy Ptace and Roy Witkins Auditorium
RiverCentre is a multi-use facility designed to host a variety of events. Every effort tivitl
be made to nccommodate client date hold requests based on the following guidelines:
First priority scheduling is for conventions, meetings, tradeshows and events that utilize
a minimum of 65,000+ gsf, 75% of facility meetina/banquet space and a minimum of
500+ hotel rooms peak night. Dates may be confirmed and the event contracted 36
months prior to the date of event.
Second priority scheduling is for conventions, meetings, tradeshows and events that
utilize 30,OOOt gsf, SO% of facility meetingl6anquet space and a minimum of 250+ hotel
rooms peak night. Dates may be confirmed and the event contracted 24 months prior to
the date of event.
Third priority scheduling is for all other events and/or single day events. These events
may be contracted at any time within 18 months of the event date (based on event
sizelrevenue to facility and/or first-come-first-serve basis 1-18 monfhs.)
RiverCentre date hofds may be established as follows:
Second Hold Facilities and dates are considered second option pending any other larger
group and are held on a tentative basis for the client.
First Hold Facilities and dates reserved first option for client. Client given
opportunity to sign a lease agreement or release first option hold (at
36(24(18 month date).
Booked Contracted and confirmed event. Signed lease agreement on file at
RiverCentre and receipt of rental down payment from client.
The responsibility for facility mazketing of RiverCentre is jointly shared by the staff of
RiverCentre (short term) and the staff of the Saint Paul Convention and Visitors Bureau
(long term.) Final facility price and lease agreement will be confirmed by RiverCentre
staff. RiverCentre and the Saint Paul Convention and Visitors Bureau reserve the right to
issue, modify or terminate booking policies in order to operate the facility in a sound
business manner which maximizes economic benefits to the facility and to the city of
Saint Paul.
For additional information please contact:
RiverCentre
Saint Paul CVB
Minnesota Wi1d
651-265-4800
wwcv.rivercentre.ors
651-265-44Q0
w�vw.sipaulcvb.or;
651-222-6020
ww�v.wild.com
�snai99�
ot- �s�s
Exhibit 32
to Agreement for RiverCentre
Recurrina Even[s
Hmong New Year
Festival of Nations
Rondo Days
Capitol Ciry New Year
M1.596i?7.05
C�I-t5 �
Exhibit 4.1
to A�reement for RiverCentre
(pa�e 1 of I)
Contracts Currentiv in Effzct
Food Service (Volume Services}
Parking Ramp (Standard Parking)
Soonsorshi�s
Touchstone EnPower Services
Treasure island
Pioneer Press
Minnesota Life
Coca Cola
Media One
Servic Aereements
Minnesota Elevators and Eagle Elevators
Lagerquist Escalators
Adams Pest Control
Powell Communications
MN Net Centre+c, etc.
Loomis Armored Seroice
American Security
ADT
Saint Pauf Bank — Cash Machine -
Ikun — Copier
Red Cross
Tennant — Sweeper
Sage Software — Accounting
AirTouch Cellular
U S WES"f
Missabe Group — Sponsorships
Pitney Bowes — Stamp Machine
Golden Gate Internet Services
ielecheck
TicketMaster
Emplovment Services
Kelly Temporary Services
Industriat Staffing
Parking Ramp Construction Contracts
SMMA Architects— Wi(kins Design
MI:6?5311.1?
o1-�S�
Exhibit 5.2
to Agreement for RiverCentre
(page 1 of 2)
c�i-�S�
Exhibit 5.2
to Agreement £or RiverCentre
(page 2 of 2)
O� i S Sl
Exhibit 5.5
to Agreement for RiverCentre
(page I of3)
Emp(ovee Benefits Psovided bv ManaQer
N
S
U
R
A
N
C
E
Health
Dental
S�ngte -1007a paid by employer
Fnmily - 50% pnid by empfoyer / 50% paid by employ¢e
50 � pnid by Employer !�OYe puid by Emptoyee
Life 1X Mnual Salary Benefit 100% paid by Employer
Accidetttal Oeath d� Dismemberment 1X Annual Salary 8enefit 1007< paid by Employet�
Paid Time OfF (PTO)
(�avers all pnid
absences - sick,
vacation,funerals,
etc. - used at employee
discretion)
Years
0-4
5-9
10-15
16-23
ofter 23
Dasof
20
26
29
33
36
Carryaver of 5 days of PTO at year-end nllowed
Disabil(iy
Holidays 7
Short term disability - 300% paid by Employer
2/3 of weekly earnings - rnaximum $500 per week
Lc�g term disa6itity - IOQ °� paid by Employer
2/3 of weekly eat^nings - maximum $6,000 per month
New Years Day Thanksgtvin9 Day
Mernorial Day pqY after TFiankSgiving
Independ¢nee pcy
la6ot Day
Ghristmas pay
Holdiay Pay. 1,5 ti rzg c o mpe nmtion an equ time off
c� 1- rSl
Exhibit 5.5
- to Agreement for RiverCentre
(page 2 of 3)
Em�lovee Benefits Provided bv Manaser
O
P
T
I
O
N
A
L
Brcaks
2 25 m1n breaks and 45 min lunch break
Retiremertt Pinn - 401(k) '
Emplayee can cantribute up to 15°/> of salary (pre-tax), plus
$300 per year contributjan by employer to the 401(k) plan
(for each ¢mployee an tfte payroll at ¢nd of the year)
�n lieu of retiree he.alth insurance
Flexible Spending Accounts - Funded through employee pre tax contri6utions
Safety Shoes $40 per calendar year - if required by employer
Optional Life T.nsurwxa
Addifiiortai Life (Empioyee, Spouse & Children) - empioyees can purchase additional
coverage, at their cost (see attached chart)
o�-�s�
Exhibit 5.5
to Agreement for RiverCentre
{page3 of3)
Emolovee Benefits Provided b„y,Manaoer
Additianal Life (Emptoyee, Spause 4 Children)
Emoloyee Additianol coverage -�i0,000 units - Maximum $300,Q00
tminimum $20,0�0) - gcrarantee issue amount - �50,000
Employee Cost - 100%> per rate cRart b¢low (nfter tcx)
O Spouse Spouse (only wailable if employee elective life is purchased)
Units of $5,000 - Ma�timum 1/2 etnptoyees elective iife
P (minimum $10,000) - guarantee iuue amount - $25,000
Emptcye¢ Cost - 100°!. � per rate chart 6elow (after tax)
T
Elective Life Tnsurance Rates are based oR Stnoker and hlon Smoker staYus by age per
� �1a,o0o - Rangirg from $.90 to $1a2.50 per month
O Employee/ "Non Smoker Rate
Spouse Age Per $l0,000
N under 30 $ 0.9�
30-34 $ I,00
A 35-39 $ 1.30
40-44 $ 2,10
L 45-49 $ 3.40
50-54 $ 5.50
��-�9 $ 9.90
L 6Q-64 $ 14.70
65-b9 $ 22.50
I 70-74 $ 44.80
75+ $ 76.60
F
Smoker Rate
Per $10,000
1Z0
1.60
$
$
�
$
$
$
$
$
$
$
�
2,20
3.50
5,80
9.30
16.00
22.50
32,3Q
59.90
102.50
" Non-Smoker means tttat you hnve not smoked� or used tobacco producis in the lasi-12 tnonths
E
Chit ren
Guarantee issue amourrt $5,000 (one premiuM cavers any namber
cf children) - Do nat need to purchase eleciive Iife for se{f
Employee Cast -!0� (a >$.9Q cents per tnanth (n{ter tax deduction}
ol- �5�
Exhibit 6.2
to Agreement
(page 1 of 1)
Event Income and �p�+ss
{vea Rentais
Srnica Income
Box Otfice inccmn
Total E�t Ircana
To;al Ev�t Ezpense
Het Evml hlnme
Mciltary Incm�r .
Food 5 Bevera8e
NovaRies
Fad�dy Fees
PaAcng
Tohl Ancillary Inrome
Toh! Evmt Incortro
Othar Oper+�m9lncome
Parkin9
AA�vVlRSSiM1g
SporemNps
In-Kml ar Ouldoor Marquee
InleteSl
ORce SGx° RerR
Miscellan�++
Talai OVlerincome
Adjustad �ea h�come
IndirectExpanses
Qeparlmenl Expenxs
Ex¢c:alive
MarkHing
Finance
Operzlions
Ba< O(fice
OverheaE
Patking Ramp
To1a1 Dep�mer�l F�Pense BxPore NbcaGOn
E�epensas Mcated ro Ever�a
Hetlndire�tFxpe�se
OperaNng �sh Flow 8�lofe
Deht Senice. OnHirtN Chatges
t999 1999
ypOp Ro!fug � AFP��
A�i€9. EO�f ��et
S 1,�15,044 S �.074.849 S 1,370.P3
1.954.895 1.248,038 1.42$437
N4,� 1D.469 t0.9.441
2,744,`�2 2.450,356 2.912,651
(1.827.596y (1.596.514) (1.794.679)
yES,gp6 &53,e62 1.7�T,972
811267 487�239 653.8fi9
54.372 45�291 35.526
67.265 69.764 45.015
1,070.440 0?6.09fi 992,032
t.gp3�yq ' t.43b,330 1.726,472
z770,2`.�a 2.252.172 Z,94M1.444
1.430.805 1.234.438 7,337.803
35.Opp 38.679 �.�
333.500 276.250 2�.b�
40,W0 112,565 140.000
120, W 0 197.866 120.000
137.687 81,687 8�.�7
76,912 708.357 125,438
2,168,904 2.050.842 2124.428
4.939,154
253,T36
466,476
t 84.005
2,501,716
169,268
1,576,748
951,836
6,101,786
(1.827.5%1
4,274.790
q,3q3,014 4,9BB,B72
240.898 3C�,sb,5
512.096 5t7,92B
162,098 162,348
2,233,756 2.511.461
760,016 161.235
t,625,639 t.622,392
683.209 916.fi61
S.B17,062 6,198,988
(1,59F,St4S (t,7S4,679)
4.220.SA8 4,404,309
for RiverCentre
RNERCENiAE
2(1C0 OPERATING BVOGcT
1998 7997
@455L? Ra��n�.
S t.taB,%9 E 758.J47
1,341 49f3 1.153,486
fG8.437 153.730
2.63H.896 2.[r5.563
pass.se7> tteo�asal
871,999 258.499
1,152,263 923,158
65,700 67.812
302,573 397.423
g[8.930 8fi4.160
y,3Z7,4fi6 zuzssa
3.f99,365 2,511.C52
1.291.fi86 1,368.096
69.010 109,538
11.W0 '
7,5pp 30,000
203,783 175,&97
qg.O4q 15,3C0
142.787 113.226
1.P3.21Q 1.812.057
4,972574 4.323,103
790,696
496.%0
145,668
p,407,878
779,247
7,439.941
594,1fi0
5.954,030
c
4�187.093
264,404
344,682
t34,M15Z
2,195,079
228,346
1,025,474
988,779
5,130,916
(i,A07,C64)
3,323,852
66y,y6y ty2p5F $5A,563 785.481 999.25t
LessT7Bond0eNS�ca 660.OW 660.000 E60.000 660,OW 660,000
4z�0 28.000 83.%7
LeuPed.CannediaNCilyEmq�YeePk9 121.974 128,125 ��,�` - .
lass EquipmeM Lease Orterasq
TatafOaM�*+ice d24.004 788,125 881,457 66$400 743.967
LessRebcationandSelllemer3ExP�� 55.000 (23�%i) 25.000 358.aW t96.W0
194.022
NHL Expe�ses 55.00A (23,841) 7S.000 318.097 390.022
To W Onatirta Cha*9�
Oper.lncome�lhovtNan-Cashltems 5 (214,099) 5 (641�8�8) $ (351,844) S (220,616} S (734,732)
Non-cash items
WS'iteaH af 1he temai�fi9 b� value aF Mena Auets
�epreria�on
Net OpMtri9lncame (LOa)
3,609,460
gpq 545,186 3%,461 529.057 564.3N6
E 018,243) S (1788CC4) S (748.355) S (4.359.133J 5 (699.N8)
v� btr 17�47 PIHYUK'b tSUllutl urri�t
2000-2001 Cost Allocation Plan for RiverCentre
between
bJ1 Gbb G741 Y.b4/11
d,r-JS�
Civic Center Authority, an Agency of the City of Saint Paul
('also know as RiverCentre Authorlty)
and
Srunt Paul Arena Compnny, I.LC
IntroductiUn
Effective July 1, 2000 the Civic Center Authority (the "Authoricy") and the Saint Paul
Arena Company, LLC ("Mana�er"), with the consent and approval of the Mayor and City
Council of ffia City of Saint Paul on 7une 21, 2000, agreed to a three and a half year contract (che
Agreement") for the management of the RivarCentrc complex (the "Complex") by the Mansger.
Section 7.1, (a) of the Aa eement, requues chat the Manager "institute and abide by a cost
allocation and accounting system, subject to approval by the Authority (which approval shall not
be unreasonably wittiheld or delayed). Any changes to such system shall be subject to approval
by the Authority (which approval shail not be unreas�nably withheld or delayed)." The system
foz 2000-2001 is detailed in this 2000-2001 Cost Allocation Plan for RivcrCentre (the "T'lan").
This Plan must bc approved by the Authority and then be forwarded to the Mayor and tha Ciry
Counci( for review, cumment and final appTOVal.
The purpose of this document is only to re�ch agreement on how to fairly ailoc¢te
expenses betaeen the Authority and the Manager as those expeases occur_ It does not address
the underlying issues that are covered separately in other documents such as the annual bud�ets,
the marketing strategy ar ather policy related matters.
The Plan as proposed in this documant will be implemented on September i, 2000. Any
changes to the Plan required by the acCion of the City Council will be implemented immediately
following approval by the ?vlayor and, to the exten[ feasible, be implemented retroactively to
September i.
;StY 11%7b P�HYUK'b GUUUtI lR-h1lC
bJl Gbb �741 Y-G��11
��-�✓�
�xvense Atiocation Annroach
In order to ensure that total costs related to Xcel Energy Center (the "Center') ate paid by
the Saint Paul Arena Company, LLC, in its capaeity as manager of the Center and total costs of
the Complex are paid by the Authoriey, tha Pian `xill charge all unique direct costs to the unit thac
incurred the costs. All shared costs will be allocated on the rnost reasonable basis for allocating
those costs. In general, unless governed by some other provision of the Ao eement, employee
time as measured by a time kcegin� system acceptabIa to the Authority and described in tnis
document wili be the primary method for aliocating all compensation costs. In general, ather
sl�ared expenses, if their use is common to the ent�re facility, wiil be allocated as set forth herein.
Contract services used at the Center or Complex will be covered under Center or Complex-
specific agreements, if appropriate. Tf services are to be provided across both che Center and
Complex, the agreements will specify how those services wiii be tracked and allocated by the
service pro'�ider.
Compensation Expenses
Each employee of the Manager shall keep ¢ timc record cont�ining su�cient detail related
to che work performed on a daily basis to fairly allocate his or her time to services provided to the
Complex or the Center.
Manager will shortly be implementing a computerized time tracking system. Computerized
time tracking will allow hourly employees to accurately clock in and out.
Ail hourly staff will use swipe cards (electrieians, stage technieians, custodial staff,
em l lo e ee's c a r oIl ID number. c ll alo act As an identifieation cazd, a d as an aceess
p y e�
card in some cases.
Titne is allocated by each staff person at the end of thc day using � bar code gun and pre-
established bar codes for each area. The system will require that time be allocated. The system wili
also facilitate accurate job tracking because cach hourly employee will be able to allocate their time
based on only the available parameters set into the computer. For example, employees can only
allocate time to valid evenrs already set up in the system or for general work codes pre-established
for thc Center and/or the Complex.
I�?on-hourly employees will be ahte to access this system via the computer network and
ailocate their tiroe on a pereentage basis daily. A11 supervisors will aceess this syscem via che
computer network, verify corre�t allocation of time and correct errors as needed before submitting
the time Por payroll processing.
2
; btr ll��b I'IH7UK"5 bULUCI Urr1LC
b>1 Lbb �J41 r.�b�11
OI
The time rccord will be approved by the employee's supervisor who, by signing the
record, indicates his or her approval of how the time is distributed. Time that is not specifically
allocable to eithcr the Complex or the Center shall be prorated to each on the basis of each
employee's haurs that are allocated. This may be done on a pay period basis or some other
period of time acceptable to the Authority 3xid the Manager to ensure that unallocated time is
distributed fairly. Fringe bcnefits wi11 be allocated in aceor¢ance �vith related compensation cost.
Administrative Services and�xpenses
All telephone, printing; travel, loda ng parking, dues, memberships, registrations and like
expenses will either be charged directly to the Complex or the Center, or allocated on the eriod
used to chazge compensation costs for the employee who reports the expense for the pay p_
in which the expense occurs.
General Operating Expenses
The CompleX and the Center wil] each maintain a listing of equigment and its purchase
price in place at 7uly 1, 2000 and subsequently purchased for use at the Complex, the Center or
both. Each listing will note items dedicaced solely for use at Che Complex or the Center. Each
lisang will also note those items of sio ificant dollar value that ue expected to be used in borh
the Center and the Complex.
Deprecia[ion on equipment used exclusively in one facility or the othcr wili be ehazged in
full to the Complex or the Center, as applicable.
�.quipment that is used at both the Complex and the Center will either have usage tracked
by ]ocatioa, or usage will be allocated using the most relevant applicable basis (as approved by
the Authority Representative). Cost of maintenance and repairs of such equipment will be
similarly allocated. Potential bases for allocation include:
■ Time spent by personnel utilizing the equipment
• Number of events
� Square footage
Each year, the Manager wil! include in the proposed Capital Budget for the Complex
provision for purchasing new or replacement equipment, along with a proposed ailocation for
funding equipment used at both the Complex and the Center. Such jointly-funded purchases wi11
be noted as such in the Complex and Center equipment inveatories along with the estimated
useful l'sfe of each pieee of equipment. Depreciation expense of jointiy-funded equipment will be
al iocated based on percent funded by the Complex and the Cente�. Should the Manager be
terminated ar choose not to rene�v i�s contract, the remaining useful life of the equipment will be
3
StN 11�5b �IHYUK'S �Ullutl UYr1LC b�t Gbb tJ�µl r.bl�tt
����SO
computed as of the end of the Manager's contract_ The new entity selected to provide
management services wiil reimburse Manager for Manager's unamortized balance of funding
provided by Manager for shazed equipment left tvith the Complex, unless Manaoer continues to
be able to use such shazed equipment on an ongoing basis.
The Manager will prepare a map which defines all s,paces in the Center nnd the Complex
that have shared usage, and spaces in the Center. thac are used excIusively by the Complex and
vice versa. The relative amount of space in each facili[y made available for the other faciIity's
use, or shared use, will be compared. If one facili[y is contributin� significantly more space co
the joint operarions, an appropriate adjuslment to the cost allocation methodology will be
considered_
�efore August l, 200I, the Authoriey Representative and the Director of the Office of
Financial Services (OFS) will review the level of services provided by O�'S to the Authority
durina the first year of the Agreement and agree on the dollar value of those services. The
Authority will inclnde the payment for those services in the Authority's 2002 bud�et.
All other expense items in this category that canno[ be idendfiad with a particular venue
could be allocated as per "Compensation F.xpenses."
�inance Expenses
Cost of roudne finance and informacion technology support provided by Manager for
Complex acdviues will be covered by Manager as lump-sum charge for administracive overhead
(as ub eed in negotiation of Management Agreement).
Bos Offica Expenses
As agreed in negotiation of the Management Agreement, the box o£fice will be operated
by Manager for Complex events at no cost to the Complex. The Complex wili also not receive
any box officc fces or income from operation for Complex events.
Building Posver Expenses
All energy expenses should be metered sepazately and charged to the Complex or the
Cen[er.
Building Maintenance Expenses
Coses for ushers, security services, police, fire inspector, and Red Crass can most likely
be at[ributed to the event held and the venue in which it is held.
�
SEN 11%51 MHYUK'S �UllUtl urrt�t b�l Lbb C741 r.��/11
- � bl
Costs for elevator and escalator repair and mzintenance should be allocated to the venae
associated with che specifie equipment maintained.
All othet cosfs i[ems not otherwise idenufied above should generally be allocated to the
Complcx and thc Center as per "Compensation Expenses" for relevant personnel.
Marketing Expenses
Marketino expenses will be reparted by the specific event or venue to which the cost
relates. Costs associa[ed with Center evcnts and venue will be charged to the Center and cosu
associaFed with the Complex and Complex venues will be charged to the Complex. Cost
associated with shazed events will he allocated in proportion to the shared event exgenses
between the Complex and the Center. Remaining costs will be allocated according to the
allocation of markedng personnel compensation and expenses.
�arl;ing Management OperafinglParking �aci2lties �xpenses
The Mana;er and City T.ease Representative will negotiate an agreed-upon net revenue
amount to be paid to the Minnesota Wild Hockey Ciub for parkin� revenue due the Club on
hockey event nights.
Supp[ies
Supplies will be inventoried in specific locations in the Complex and the Center. ilsage
from each inventory will be monicored and eharged accordingly.
5
StY 11��1 fIHYUK'b t�UVtl UrY1Lt
Revenue Allocatian A roach
bJl Lbb C�41 r.b7�11
V 1 — t ✓ �
In order to ensure that totai revenues retated to the Center aze receipted by the Manager of
the Centes and tatal revenucs of the Complex are receipted by the Authoricy, the P1an will
allocate all unique direct receip�s to the unit that produced the revenue. All shared revenues wilt
Ue allocated on the most reasonable basis far allocating those revenues.
'1 he Authority I2epresentative will receive copies of all rate cards in nse when the Cencer
opens and will be notified of any proposed changes co the rate cards. If iE is necessary to
discount rhe rates in order to book an cvent that uses a combination oi the Center and the
Complex, the discount will be applied eventy to the Center and the Complex. The discount must
be approved by the Authority Represetttative."
Buildino ltentals
Article 7 of the tlrenQ I.ease covers che City's use of and access to the Center. Ail terms
regardina the City's use aze covered by the Arena Lease.
The Center's building rcntal revenue accrues to the Wild.
Suilding rental revenue of the Complex accrues to the Authority.
If a single event uses a combination of the Center and the Complex, the building rental
revenue should be allocated based on published, approved xate cards established for the Center
anct the Complex.
Equipment 12entals
There should be an ability to make a dizect association between most icems of equipment
available for rent and the venae where the equipment is bein� set up and used e.g., stages, tables,
chairs, A/V equipment, piano, ece.:
� Xf the equipment rented is set up and used in the Center, the rental revenue accrues to the
Wild.
� Yf the equipment rented is set up and used in the Complex, the rentai revenue accrues ro
the Authoriry.
■ Tf a single event uses a combination of the Center and the Complex, the equipment (e.g.,
forklift truck) rental revenue shauld be allocatedbased on the relative usage of this
equipment, chazged in accordanee with published, approved rate cards establishzd for the
0
�SEP-12-2�0P 11�51 MHYUK'S tiUUU�I urrl�t
Center and the Complex.
b51 Gbb �741 Y.1b�11
OI
Building and Event Services
There should be a direct association between event and most items aP buitding and event
services provided i.e., these serrices would not have been provided if not for the e�ent ta'.�ing
place:
• If the service provided is rendered in the Center, the service revenue accrues to the Wild.
■ If the service providzd is render0d the Complex, che tental revenue accrues to the
Au[hority
Tf a single event uses a combination of the Center and the Complex, the re ersonnel ��
services rendered should be ailocated based on the relative time roved ae cards
rendering the service, charged in accordance with published, app
established for the Center and the Complex.
Concessioas and l�o�velties
Concessions and novelties sellers should record all revenue at the point of sale for
purposes of allocating revenues
Under management fee structure proposed in RivezCentre RFP on concessions and
catering, revenues and expenses for these activities will be recorded gross.
Commissions
The event aenerating the commissions from the exhibition booths or the events for which
telavision rights are gzanted are "knowns." Special mention should be made for the "Facility
Charge" commission i_e., seatrent fee for tiie event. The locations of "�Sxed" items like pay
telephones, sign a$�, ete., ate also "knowns":
* If the evendlocation is in the Center, the commzssion revenae accrues to the ZZ'ild
■ If the cvenc/location is in the Complex, thc commission revenue accrues to the Authority
' re enue should be allocated b•� d o r 1 tive time pent by personnel r nderin° the
7
SEP-12 11�51 MHYUK'S t9JllVtl Ut�rl�t
e�i �co c�4t r.ltitt
U(
service, chazged in accordance with published npproved rate cazds established for [he
Center and the Complex.
Parking Rsmp Revenue
See discussion undez "Pazking Management Operating/Facilities Expenses."
Parking Lot Itevenue
See discussion under "Paridn� Management Operating/Facilities Expenses."
�ther Revenue
Best done on a case-by-case basis. The Authority musE approve the use of any public
revenue such as the RiverCetttre's share of T�oteUMotel taxes. Typically this has been used by
the Authority to provide "rent subsidies" to market the faciliry. It is anticipated that such
"snbsidies" will be made only for Complex events.
G:�.S6yed�Eadgxt�DEPT5ICNCIR���5�0.:601 COSC ALLOCATION PLA.Y CRevlud &30).d�
TDTAL P.11
.. SEP-12 11=4y MHYUK'S bUllutl Lh
b�i �5e e�ai r.eiiii �/
Q �
fac sim��e
TRANSMITTAI-.
'��:
fax #:
Martha Puller
r
re:
date:
pages:
651-222-070&
Cost Allocation Resolution Sent to the Ciry Council
September 12, 2000
11, including this covet page
Attn: Martha
From the desk of...
�ric WfIIems
Budgzt Analyst
City of Szin[ Pau?
Financial Servicrs Oifi�e
Budget Sutio�
160 City Hall 15 West Kello�� Bt��
SaintPaul, MN 55102-1G31
(G51) 26G - SS�S
Fa�c: (651) 26b - 5541
� 5tY-1"L-2�bd 11%4y MHYUK'S MJllVtI urri�t b51 Gb6 �541 Y.bCill
oertia:a+ExroovncvmuNC�c o�rcami.rev 1�4286 v ���`S�
2iverCcntrc a9-01-2000 GREEN SHEET NO.
W fd / Date ��t � G�o
� a �IICARSMG'v. tOIX2CSOR �5 CR�'COUNt[R.
'CO;.'i�Reex50N&PNO�.E .eaa. aj CZSYATio%YCY �- • P. � C[[YCLEPK
� Erich Mische '"""'"iO �
� PINF�'�SP¢VIf�5D10. fLV.sMCLSER`/¢es0ut
MV°'=s0.�'CAI.NGLACZCOnBY °'� � ptr2FnCCON.v'LA.Y�
n efnVOk(O0.ASS6T.v+�
� OF SIGN STUIZE P��C£S
Appro�al of thc cosc allocation syscem forthc FtiverCentrc compiex.
ar [. LOCATIOftS
YLhWNG CONMLSSION
OacGnHCREe
CM1�L9�avIC6COMM�tOti
• PERSONALSF�RVICECOhTR1CCS�NSTA�I'SWERT�
I ji � p�pn/rcm uvice woPsed iatder a mnL-a:l fo[ t8is dep�utcC-'
� yEg NO
2. Fins ttuspec,on/firm cv�rbecn i dry cmployee?
� yES NO
3. Does lhi9 pcesodfiim pa'4�99 a aldilmt nom+�lty possessed by %�Y �nt ciry employec?
yS5 NO
4.IS d�is pcison! firm s cugcced vendoc?
yGS NO
,.,��-._ .0 .,ae ,.,«.ert �n se�uuare zhcet nnd xtLUh m gresn Shee�)
'rtNTQ.'C PROeL£.1C LSSIN.OPPOrt (\We. Q'S't �h'�'�°R� �'I'
The management ao eemrnt bettveen thc River CenKc Authority and Che Saint PAUT Arena Company tequues that che Authoriry and
�lanaget approve a cost allocafion sys[em for the ShaPed use oF the faeility.
None.
TAOc3�FnPPROV9�:
, Rivcr Cenve Authori[y und the Saint Paul Arcnu Company would have an cquitable systom for distributing shu'ed cos+s an revenues.
nvraov�o
ISAD�ti�TACE40FNOT.VPRO emenE of
The P�i�or Centre Autharity and the Saint Paul Arena Company would not be in full compliancc of ihe agrecment for the manag
the River Centre complex.
n3[aUM OF TMV9��Tioy
FLY.INCLLL LVFORAfATItlN: C��VI
COST/RSVLT1IlEeGDGETFA(R3ta.G0YE) YYS N9
Salnt Paul Budc.t Qf6W fG:ltlt]SxG0. =R� K'.l31
4SEP-12 11-4y MHYUK'S bUllUtl �rr1�t b5i �bt e�µi r.�3iii
♦.uunw ruc n
� By:
RESOLUTION
CiTY OF SAIfIT PAUL, MINNESOTA
6reen Sheet# 1�4286
v�-ls�
Committee: d�e
Referred To� : �
, WHEREAS, upon the approva! of the Mayor and City Council, the RiverCentre Authority entered into a three and a
z half year agreement with the Saint Paui Arena Company; and �
a
s WHEREAS, section 7.1, (a) of the ag�eement requires that the Manager "insfitute and a6ide by a cost
e aliocation and accounti Caune'il for teview, comment a nd finai app oval; and h��rould be forwarded to
� the Mayor and the City
e
9 roved by the Ci Counci( by Sepiember
,� WHEREAS, if the cost aifocai °� a sl Pro�osed ill he mplemen ed at that time 2 d remaln i� effect
„ �, 2000, the cost allocation p P
iz until approved by the City Council; and
13
,5 WHEREAS, any changes to the cost allocation p�an required by t1'�e action of the City Councii wi<<, to
,e the extent feasibie, be implemented retroactively to September 1, 2000; and
n
�s WHEREAS, the Mayor recommends approval of the proposed cost allocation plan; and
za
27 the Councii of tha City of Saint Paul approves the attached cost
THEREFORE BE fT RESOLVED,
allocation plan.
za
25
26
27
2d
29
30
Requested by DeparEment of:
Adopted by Council: Dafe
Adoption Certified by Council Secre2ary:
av:
Hpproved by Mayor: Date
� �RiverCentr�-EriCh"h�s he
C
sy; _ _ -- �
Approval f2ecommended by FSO - Director:
B ����.,� h- �-�--�,
Form Approved by City At�or ey_
By: �(�c- `i ' �
qpprovec� b M,a o f r Su6mission to Coun����
t �
By: ;/ i
w $J�n[ Pa4I QUE9R INC�` i+.1 \tf9AGP.Gc�?WK01
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RNERCEHTRE
ROLLINGFORECAST
DeoUO
�999-2UD6Cwnparlson
5 1,E95y86 $ 1.U7B.332 S 4t6,654
5 1.t96S95 5 1.243.802 735,193
49243 1�7998 (SB,9551
3,044�2i 2,131.132 6f3,092
RA2A56T7 (7y91,3d61 433717
t.Ot9.657 839786 179.871
5 771,34z 5 561773
S 39,t89 S S�S79
5 2a.ara s 'rs,sn
1.35La69 989573
2.166,i2� f,565,392
3.10n,i81 2425,178
13 $ 'I,R1,951 $ 1.226?26
tb S 33.637 5 56.748
15 $ 2T8,T31 $ 278,SU0
16 5 36.759 $ 140p00
ti S 123.138 5 16Z1(q
IB 5 117,S9T S 116,688
19 TT,1S0 B8S61
7� 1.BSQ,731 2.050722
2i s,o!K912 4,47fAO0
5 255.339 S 224.G91
5 40,367 E -
$ 938,581 S 47H,696
S 87aa0 S 163A07
S 2,697.143 S 2.259,H3�
5 7-0,t6o S t`.�8.686
5 7,9u9,i6s S 1.439A65
6DZt93 871,964
6,010,832 S.fi90,389
f2A24.56n (LSB1.3451
3,986265 4.7108.043
Y3l-i:i:"]
26,6iH
d6.367
438,2f3
470.�P7
1,110,617 462,357 fi46.290
S 6EP.00D S �4�� -
E 4$,695 S - d5,693
�21,974 77E.S25 I6J51
827669 T88.125 39,54A
37
38 S tIXi.769 S 1.459
!9 5 2A7,041 S -
w b - S -
5 - S -
:7 S - S -
72 3E2.315 597.657
13 �40�.14T} S (CW.534)
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RIVERCENTRE AUTHORIN OF THE CITY OF SAINT PAUL, MINNESOTA
ANNUAL FINANCIAL REPORT
For the Fiscal Year Ended December 31, 1999
oi- rs�
TABLE OF CONTENTS
INTRODUCTORY SECTION
Director's Transmittai Letter
Authority Members and Committees
FINANCIAL SECTION
Independent Auditor's Report
Financial Statements
Comparative Balance Sheet
Comparative Statement of Revenues, Expenses, and
Changes in Retained Eamings
Comparative Statement of Cash Flows
Notes to the Financial Statements
Item
Exhibit A
Exhibit B
Exhibit C
Paqe
ii
viii
1
3
4
5
7
Supplemental I nformation
Comparative Schedule of Revenues, Expenses, and Transfers Schedule 1 21
Detail
STATISTICAL SECTION
Activity report by location - last ten fiscal years
Attendance report by event type - last ten fiscal years
Attendance report by month - last ten fiscal years
RiverCentre concession revenue - Iast ten fiscal years
Parking operations - last ten fiscal years
Operating results - last ten fiscal years
Table I
Table il
Table III
Table IV
Table V
Tabie VI
27
28
29
30
31
33
fl
oi- �sF�
175VJEST
l_R'� IVE�(CE�T�T_''1I��'�'
A CONVENITON, ENIERTAINMENTAND SPORTS COMPLFX
IEL 651265.4800 FAX 651165.4899
WEB wH^w.dve[�Reocg
F*�pT� info@rivac�tteorg
SiRIE501
SAIVI PAUL, NfINNE56CA 55102
AllgI1SY 15, 2���
TO: RIVERCENTRE AUTHORITY
Richard H. Zehring, Chair
Lois J. West Duffy, Vice-Chair
Richazd Aguilaz
Dan Bostrom
Chris Coleman
Donald P. Del Fiacco
Richazd Ginsberg
Robert C. Schwartzbauer
Deaz Authority Members:
RiverCentre is proud to submit the Annual Financial Report of the RiverCentre Authoriry of the City of
Saint Paul (RCA) for the fiscal year ended December 31, 1999. The responsibility for both the accuracy of
the presented data and the completeness and faimess of the presentation, including all disclosures, rests
with the RCA and the Ciry of Saint Paul. I believe the data, as it is presented, is accurate in all material
aspects; that it is presented in a manner designed to fairly set forth the financial position, results of
operaAOns, and cash flows of the RCA; and that all disclosures necessary to enable the reader to gain the
masimum understanding of the RCA's financial affairs have been included. This report has been prepazed
in accordance with current accounting and financial reporting principles and standards set by the
Govemmental Accounting Standazds Boazd (GASB) and also follows the auidelines recommended by the
Govemment Finance Officers Association of the United States and Canada.
FORMAT
ii2 i2Yvia CGiiSiSiS vi uii22 52�iviiS:
The Introductory Section includes this letter of transmittal and a lisring of the Authority
members and committees.
2. The Financial Section includes the financia] statements and the related notes to these
financial statements; supplemental information; and the State Auditor's report.
The Statistical Section includes a number of tables of unaudited data depicting the
financial and related history of the RCA for the past ten years.
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REPORT'ING ENT`TTY AND SERVICES
This report sets forth the financial position, the results of operarions, and cash flows of the RiverCentre
Operating Fund — the one fund of the RCA. The RCA is also combined into the City of Saint Paul's
Comprehensive Annual Financial Report as an enterprise fund ofthe City in accordance with the entity
criteria set forth in generally accepted accounting principles.
The RCA was created pursuant to State Law in 1969, Chapter 1138. As stipulated in Chapter 1138, the
RCA manages and makes regularions for the use of the RiverCentre Complex.
1999
IN SUMMARY
The RiverCentre settled into its second yeaz of convention and meeting business in its new facilities. New
business included a Hanna Anderssen clothing sale, a University of Minnesota Transportation Reseazch
conference, a Blue Cross-Blue Shield seminar, a sports card expo, and several additional job fairs,
weddings, graduation ceremonies, meetings and parties.
Touchstone Energy� Place became the new convention center designation for the RiverCentre. A
Touchstone Energy� Place rollout ceremony was held on May 20, 1999. The ceremony was topped off
with welcoming speeches from Mayor Norm Coleman and RiverCentre Authority Chair Richard Zehring
and concluded with an indoor fireworks display.
' � The RiverCentre and the Ordway for the Performing Arts began discussions on renovation and/or new
conshvction of the Wilkins Auditorium. While funding was not approved during the 2000 State of
Minnesota Legislature session, preliminary planning and operations were explored in 1999.
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As in past years, the Wilkins Auditorium continued to be a successful concert venue. Concerts for 1999
included: Point of Grace, Sno Core/Evercleaz, Sugaz Ray, Slayer, Ramstein, Limp Bizkut, Jewel, Chemical
Brothers, Megadeath, Ben Harper, Cranberries Collective Soul. Radio station 93X sponsored two assorted
concerts. Clambake and Nutcracker both hosted an assortment of musicians.
Along with the Wilkins Auditorium concerts, the Wilkins E�ibition Hall became the setting for several
1999 "overnighY' raves or dance parties.
RIVERCENTRE EXPANSION
Arena construction began in April 1998 and continued through 1999. As well as conshvcting the new
azena, plans began for the renovarion of the RiverCentre pazking ramp. Actual renovation construction
began in Apri12000.
The "connection" between the RiverCentre and the downtown community won support in 1999. In
December 1999 the RiverCentre Authority approved the RiverCentre's role in the connection project. The
projecYs capital and operating costs will be derived from sources other than the RiverCentre Authority
budget with the exception of a$5.00 surcharge dedicated from contract pazking contracts.
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Preliminary planning between the RiverCentre and the Ordway for the Performing Arts began in 1999.
While funds were not approved, Symmes Maini & McKee Associates completed analyses of Willcins
Auditorium with nreliminary design plans.
FUTURE PROSPECTS
Preliminary 1999 yeaz-end fmancials ended on a more positive note than anticipated during the construcrion
years of the RiverCentre. It is anticipated that 2001 and 2002 also appear to be moving in a positive
direction. The new millennium will shine brighdy on the new RiverCentre complex with the opening of a
new azena in the fall of 2000.
Joint operations discussions took place in 1999 and continued through the first half of 2000 with Saint Paul
Arena Company (Minnesota Wild). Joint operafions between the RiverCentre Authority and Saint Paul
Arena Company aze expected to occur at the RiverCentre prior to the opening of the new azena. Certified
and appointment employees will become the staff of Saint Paul Arena Company and move from City
employment.
ACCOUNTING SYSTEM AND BUDGETARY CONTROL
The RCA's accounting system is administered and maintained by the RCA and the City. In developing and
evaluating the RCA's accounting system, consideration is given to the adequacy of intemal controls.
Yntemal controls are designed to provide reasonable, but not absolute, assurance regarding: (1) the
safeguazding of assets against loss &om unautfiorized use or disposirion; and (2) the reliability of financial
records for prepazing financial statements and maintaining accountability for assets. The concept of
reasonable assurance recognizes that: (1) the cost of a control should not exceed the benefits likely to be
derived; and (2) the evaluation of costs and benefits requires estimates and judgments by management. All
intemal control evaluations occur within the above framework_ We believe that the RCA's internal controls
adequately safeguard assets and provide reasonable assurance of proper recording of fmanciai transactions.
AII h�ansactions aze reported on the full accrual basis. As in the private sector, the measurement focus is
on net income, financial position, and cash flows. In addition, budget controls aze maintained to ensure
compliance with legal provisions embodied in the annual appropriated budget approved by the RCA and
the City Council. Annual spenQing budgets for enterprise iunds were controiieQ at'the iunQ levei. - �
A representation letter, which designates the responsibiliries for the fair presentation in the statements of
financial position, result of operations, and cash flow in conformity with generally accepted accounting
principles, has been signed by the RCA Chair, the RCA Executive Director, and the City's Office of
Financial Services/Accounting and given to the Office of the State Auditor.
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OVERVIEW OF THE RESULTS OF OPERATIONS
The following schedule presenu an overview of the results of 1999 fmancial opemtions for the RCA with a
comparison to 1998:
Operating Revenues
Operating Expenses
Net Operating Income (I,oss)
Non-Operating Revenues (Expenses) and
Operating Transfers In (Out):
Interest on Investrnents
Increase (Decrease) in Fair Value of
Investments
HoteUMotel Taz
Miscellaneous Other Revenue
I,oss on Retirement of Fixed Assets
Interest Expense - Capital Lease
Transfer out to City Geneml Debt
Service Fmmd
Transfer out to Saint Paul HRA General
Debt Service Fund
Net Income (Loss)
Retained Earnings (Deficit), January i
Retained Earnings (Deficit), December 31
1999
$5,828,794
6,122,071
$(293,27�
150,738 238,768
(135,953) 23,149
55,569 59,318
- 9,062
- (2,962,838)
(128,125) -
- (28,000)
(660,0001
$(1,011,0481
795 438
215 610
(660.0001
$(3,539.6091
4 335,047
795 438
1998
$6,390,303
6.609 371
$(219,068)
Increase
ecrease
$(561,509)
48( 7,3001
$(74,209)
(88,030)
(159,102)
(3,749)
(9,062)
2,962,838
(128,125)
28,000
2 528 561
$(3,539,6091
$(1.011.0481
The 1999 total operating revenues decreased 8.8% from 1998 primazily due to loss of concession revenues.
The demolition of the arena and construction of the new facilities continued to have a major impact on the
events held in 1999. Overall attendance declined 270,372. Half of the decline was due to the relocation of
the Minnesota State High School Toumaments to another location. However, the number of events
increased by 46.
Operating expenses decreased by 7.4% primarily due to decreased building maintenance costs after
demolition of the azena in April 1998. Also there were less settlement costs of events displaced by the
demolition of the azena.
The opening of the convention center and demolition of the arena represent a fundamental change in the
operations of RiverCentre. The number and type of events served by a convention center aze different from
those served by an azena. Changes in recording income and expenses by event acrivity that were begun in
1997 continued in 1998 and 1999. These changes will allow RiverCentre staff to critically e�mine the
impact each type of event has on the operation of the faciliries and to make adjustments as necessary.
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CASH MANAGEMENT
The RiverCentre's deposit and investment functions aze maintained by the City's Office of Financial
Services. Deposits aze maintained at financial ins6tutions authorized by the City Council, all of which
institutions are members of the Federal Reserve System. Minnesota statutes require that all deposits be
covered by insurance, surety bond, or collateral.
In addifion to interest-bearing deposits, cash temporarily idle is invested in various government securiries,
repurchase agreements, and other inveshnents authorized under State Law.
All investment eamings which were credited by the City Treasurer to the RiverCentre Operating Fund
totaled $150,738 in 1999 and $238,768 in 1998.
OBLIGATION FOR DEBT RETIREMENT
Note 8. to the Financial Statements describes the RCA's obligation towazd the retirement of certain City
and its Housing and Redevelopment Authority's (HRA) long-term debt.
In 1999 the RCA made its annual contribution of $660,000 from the gross revenues derived from the
operation of the RiverCentre faciliries towazd debt service on the 1993 HIZA Tas Increment Revenue
Bonds. The annual RCA obligation of $66Q000 towazd those bonds will remain through yeaz 2008. The
RCA also has an obligarion to pay net revenues as defined in the Joint Pledge Agreement towazd debt
seroice on the 1993 HRA Sales Tas Revenue Bonds. Note 8. includes a priority policy for the distdbution
of operating revenue, which was last amended in 1993.
RETAINED EARNINGS
With the net loss of $1,011,048, the retained eamings ofthe RiverCentre Operating Fund aze at $(215,610)
on December 31, 1999. Due to the net loss there aze no reserves for the annual payment to HRA for debt
service on the Series 1993 Ta�c Increment Revenue Bonds and working cash balance. These reserves are
explained in more detail in Note 8.C. and Note 11. to the financial statements.
17\NNI►`[H:7_\u19
APCOA, Inc. has had the operating contract to manage the RiverCentre Pazking Facilities since
September 1, 1996. During the past several yeazs, significant structural repair and prevenrive maintenance
expenses have been incurred at the ramp in order to ensure a safe pazking facility for all users.
�[TNDING AND PARTICIPATION AGREEMENT FOR RIVERCENTRE IMPROVEMENTS
On March 5, 1993, the RiverCentre Authoriry entered into an agreement with the Housing and
Redevelopment Authority of the City of Saint Paul (HRA), whereby the HRA provided a grant of $475,000
to the RiverCentre Operating Fund for capital improvements to the RiverCentre faciliries. This grant was
made to compensate the RiverCentre for a pazking incentive commitrnent given to the Green Tree Financial
Corporation, which has its headquarters in downtown Saint Paul. Under the pazking incentive
commitrnent, the RiverCentre agreed to provide up to 300 unlimited pazking spaces, on a monthly contract
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basis, to Green Tree employees, for which the fust 26 months of the eight-yeaz commitment would be
provided at no cost, and for which the remaining five years and ten months would be provided at 50% of
market rates.
The $475,000 was reported as a capitai contribution in the RiverCemre financial statements. Three
bundred spaces for the 1999 yeaz could have generated a total of $144,000.
INDEPENDENT AUDTT
State law requires the State Auditor to perform an annual audit of the books of account, financial records,
and transactions. This requirement has been met, and the State Auditor's report has been included in this
report.
MANAGEMENT AND COMPLIANCE LET'I'ER
The State Auditor will also issue a management and compliance letter covering the review, made as part of
its audit of the RCA's system of intemal control over financial reporting and its tests of compliance with
certain provisions of laws, regulations, contracts, and grants. The management and compliance letter will
not modify or affect, in any way, this report.
ACKNOWLEDGMENTS
Without a doubt, the opening of the convention center in 1998 has had a positive economic impact for the
City of Saint Paul. The new arena at RiverCentre opening in the fall of 2000 will only add to the fiscal
revitalization of the City as well as excite thousands of NHL hockey fans. The RiverCentre Authority and
its Chair Richard H. Zehring, Sr. Vice President of Welsh Companies, Inc., created a very prosperous
future for the new millennium. The Authority is a dynamic team concemed with the future growth of the
City of Saint Paul, and it has been a pleasure to be involved with this group of concemed citizens. Along
with the efforts of the Saint Paul RiverCentre Authority, there aze many others that need to be recognized
for their efforts and contributions to the RiverCentre including: Mayor Norm Coleman, The Saint Paul City
Council, The Saint Paul Convention and Visitors Bureau, the Chamber of Commerce, and Volume
Services. There aze numerous City of Saint Paul staff inembers and Depaztment Directors who have
worked together to contribute to the success of the RiverCentre.
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Respect itted�
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� Erich Mische
Executive Director
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RIVERCENTRE AUTHORITY OF THE CIN OF SAINT PAUL, MINNESOTA
AUTHORITY MEMBERS AND TERM OF OFFICE
As of December 31, 1999
PUBLIC MEMBERS
Richard H. Zehring, Chair
Lois J. West Duffy, �ce-Chair
Richard Aguilar
Donald P. Del Fiacco
Richard Ginsberg*
Robert C. Schwar�bauer
Mark Shields`
Term Exoires
July 1, 2001
July 1, 2003
July 1, 2001
July 1, 2001
July 1, 2003
July 1, 2001
Resigned May 11, 2000
Public members are appointed by the mayor to terms of four years.
* Richard Ginsberg and Mark Shields were appointed to the Authority to fill the positions of
Gary Fieids and Richard O'Connor whose terms expired during 1999.
CITY COUNCIL MEMBERS
Daniel Bostrom
Chris Coleman""
December 31, 2003
December 31, 2003
City Council members are appointed by the mayor to terms of four years, concurrent with their
terms of office.
"` Chris Coleman was appointed to the Authority to replace Michael Harris whose term of office
ended December 31, 1999.
SAINT PAUL CONVENTION AND VISITORS BUREAU
Darrel Bunge, Ex Officio""
*** Darrel Bunge replaced Kenneth Wenzel who retired as the Convention and �sitors Bureau
Ex Officio member.
INTERIM EXECUTIVE DIRECTOR
James O'Leary was appointed July 20, 1998.
MANAGING DIRECTOR
Barbara Chandler was appointed March 22, 1992.
The executive director and managing director are appointed by the RiverCentre Authority.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMMITTEE ASSIGNMENTS
As of December 31, 1999
EXECUTIVE COMMITTEE
Richard H. Zehring, Chair
Daniel Bostrom
Lois J. West Duffy
Mark Shields, Finance Chair
RiverCentre Staff
James O'Leary, Executive Director
Barbara Chandler, Managing Director
Brett Landow, Controller
Mary Sienko, Marketing Director
Mark Stoffel, Operations Director
il BUILDING AND OPERATIONS COMMITTEE
RobeR C. Schwartzbauer, Chair
Donaid P. Del Fiacco
Richard H. Zehring
III • MARKETING COMMITTEE
Donald P. Del Fiacco, Chair
Richard Aguilar
Richard H. Zehring
IV FINANCE COMMITTEE
Mark Shields, Chair
RiverCentre Staff
James O'Leary, Executive Director
Barbara Chandler, Managing Director
Mark Stoffel, Operations Director
RiverCentre Staff
Mary Sienko, Marketing Director
RiverCentre Staff
Brett Landow, Controller
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NDTTH H. DL'I'CHER
STATE AUDITOR
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STATE OF MINNESOTA
OFFICE OF THE STATE AUDTI'OR
SUTTE 400
525 PARK STREET
SALNT PAIIL, �' S5103-2139
(6�1) 296-25�1 (VOice)
(651)296-4755 (Fax)
stateauditor@osa.state.mn.us (E-Mail)
1-800-627-3529 (Relay Service)
INDEPENDENT AUDITOR'S REPORT
Members of the RiverCentre Authority
of the City of Saint Paui
Saint Paul, Minnesota
We have audited the accompanying financial statements of the RiverCentre Authority,
an enterprise operation of the City of Saint Paul, Minnesota, as of and for the years
�ended December 31, 1999 and 1998, as listed in the table of contents. These
financial statements are the responsibility of the RiverCentre Authority's management.
Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing standards
and the standards applicable to financial audits contained in Gove�nment Auditing
Standards, issued by the Comptroller General of the United States. Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
As discussed in Note 2.A., the financial statements present only the RiverCentre
Operating Fund and are not intended to present fairly the financial position of the City
of Saint Paul and the results of its operations and the cash flows of its proprietary
fund types and nonexpendable trust funds in conformity with generaliy accepted
accounting principies.
� .�=� Recycled papec with a minimnm oF
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In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of the RiverCentre Authority at December 31, 1999
and 1998, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying financial information listed as
supplemental information in the table of contents is presented for purposes of
additional analysis and is not a required part of the financial statements of the
RiverCentre Authority of the City of Saint Paul. The supplemental information has
been subjected to the auditing procedures applied in the audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
In accordance with Government Auditing Standards, we are also issuing a report
dated May 30, 2000, on our consideration of the RiverCentre Authority's internal
control over financial reporting and our tests of its compliance with certain provisions
of laws, regulations, contracts, and grants. That report is an integral part of an audit
performed in accordance with Gove�nment Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.
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JUDITH H. DUTCHER GREG HIERLINGER, CPA
STATE AUDITOR DEPUTY STATE AUDITOR
May 30, 2000
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
RNERCENTRE OPERATING FUND COMPARATIVE BALANCE SHEET
DECEMBER 31, 1999 AND 1998
(Amounts in doliars)
ASSETS
Current Assets:
Cash and Short-Tertn Investments with City Treasurer
Imprest Funds
Accounts Receivable
Less Aliowance for Uncollectibie Accounts
Accrued interest on Investrnents
Due from Other Funds of the City of Saint Paul
Due from Other Governmental Units
Prepaid Items
Suppty inventory
Total Current Assets
Restricted Assets:
Cash for Equipment Purchases
Fixed Assets:
Building Improvements
Less Accumulated Depreciation
Equipment
Less Accumulated Depreciation
Total Fixed Assets
TOTAL ASSETS
LIAB/L/TIES AND FUND EQUITY
Current Liabilities:
Accrued Salaries and Auto Allowance Payable
Compensated Absences Payable - Current
Claims and Judgments Payable
Accounts Payable
Lease Purchase Payable - Current
Due to Other Funds of the City of Saint Paul
Due to Other Govemmental Units
Deferred Revenue
Total Current Liabilities
Long-Term Liabilities:
Compensated Absences Payabie - Long-Term
Claims and Judgments Payable - Long Term
Lease Purchase Payable - Long-Tertn
Advance from the City of Saint Paui
Total Long-Term Liabilities
Total Liabilities
Fund Equity:
Contributed Capital from City of Saint Paut
Retained Earnings (Deficit)
Reserved for Working Cash Baiance
Reserved for HRA TIRB Series 1993
Unreserved
Total Fund Equity
TOTAL LIABILITIES AND FUND EQUITY
1999
1,706,885
10,500
675,362
(13,184)
26,205
450,52'i
3,890
99,666
16,973
2,976,818
1,054,639
(469,499)
3,857,262
(1,415,265)
3,027,137
6,003,955
87, 052
26,859
183,769
264,148
109,483
115,162
1,494
267,092
1,055,059
189,783
47,538
2,127,185
1,525,000
3,889,506
4,944,565
1,275,000
(215,6'10)
1,059,390
6,003,955
The notes to the financial statements are an integral part of this statement.
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EXHIBIT A
'1998
2,996,107
'10,500
507,524
(23,078)
68,634
14,793
1,403
19,437
15,260
3,670,580
195,759
1,054,639
(416,766)
3,678,774
(1,078,931)
3,237,716
7,044,055
67,249
12,276
440,703
103,332
93,153
4,171
277,391
998,275
213,674
2,236,668
1,525, 000
3,975,342
4,973,677
1,275, 000
135,438
660,000
2,070,438
7,044,055
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
RNERCENTRE OPERATING FUND COMPARATIVE STATEMENT OF REVENUES,
EXPENSES, AND CHANGES IN RETAINED EARNINGS
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999
OPERATING REVENUES
Building:
Building Rentals
Equipment Rentals
Building and Event Services
Commissions
Concessions
Total Building Revenues
Parking Fees
TOTAL OPERATING REVENUES
Building:
General Operating
Finance
OPERATING IXPENSES
Box Office
Building Power
Building Maintenance
Event Managers
Security Managers
Event Services
Marketing
Total Buiiding Expenses
Parking Facilities
TOTAL OPERATING EXPENSES
OPERATING INCOME (LOSS)
NON-OPERATING REVENUES (IXPENSES)
Interest on Investments
Increase (Decrease) in Fair Value of Investments
HoteUMotel Tax
Miscellaneous Ofher Revenue
Loss on Retirement of Fixed Assets
Interest Exoense - Capital Lease ,
TOTALNON-OPERATING REVENUES(EXPENSES)
1,121,456
790,050
1,057,285
732,203
612,002
3,712,996
2,115,798
5,828,794
1,104,712
155,073
126,297
1,472,048
1,068,593
228,473
162,813
443,421
478,819
5,240,249
881,822
6,122,071
(293,277)
150,738
(135,953)
55,569
(128,125)
(57,777)
INCOME (LOSS) BEFORE OPERATING TRANSFERS (351,048)
OPER.4TlNG TRANSFERS IN (OUTJ
Transfer Out to City of Saint Paul
General Debt Service Fund -
Transfer Out to Saint Paul Housing and Redevelopment Authority (HRA)
Generai Debt Service Fund (660,000)
TOTAL OPERATING TRANSFERS IN (OU� (660,000)
NET INCOME (LOSS)
RETAINED EARNINGS (DEFICI'�, JANUARY 1
RETAINED EARNINGS (DEFICIn, DECEMBER 31
(1,011,048)
795,438
(215,610)
The notes to the financial statements are an integral part of this statement
EXHIBIT B
1998
1,126,068
149,745
1,211,473
586,438
1,217.963
4,29'1,687
2,098,616
6,390,303
1,276,514
141,850
150,572
1,486,575
1,325,242
219,743
48,494
466,531
492,128
5,607,649
1,001,722
6,609,371
(279,068)
238,768
23,149
59,318
9,062
(2,962,838)
(2,632,547)
(2,851,609)
(28,000)
(660,000)
(688,000)
(3,539,609)
4,335,047
795,438
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
RIVERCENTRE OPERATING FUND COMPAR.4TNE STATEMENT OF CASH FLOWS
FOR THE FiSCAL YEARS ENDED DECEMBER 3'I, 1999 AND 1998
(Amounts in dollars)
CASH FLOWS FROM OPERATING ACTMTIES
Opereting Income (Loss)
Adjustments to Reconcile OperaSng Income (Loss) fo Net Cash
Provided (Used) by Operating Activities:
Depreciation
Increase (Decrease) in Allowance for Uncollectible Accounts
increase (Decrease) in Non-operating Misc. Other Revenue Received
Changes in Assets and Liabilities:
(Increase) Decrease in Gross Accounts Receivable
(Increase) Decrease in Due from Other Funds of the City of Saint Paul
(Increase) Decrease in Due from Other Govemmental Units
(Increase) Deaease in Supply Inventory
(increase) Decrease in Prepaid Items
Increase (Deaease) in Accrued Salaries and Auto Allowance Payable
Increase (Decrease) in Compensated Absences Payable, Current
Increase (Deaease) in Compensated Absences Payable, Long-Term
Inuease (Decrease) in Claims and Judgments Payable, Current
Increase (Decrease) in Claims and Judgments Payable, Long-Term
Increase(Decrease)in Accounts Payable
Increase (Decrease) in Due to Other Funds of the City of Saint Paul
Increase (Decrease) in Due to Other Govemmental Units
Increase (Decrease) in Deferred Revenue
Totai Adjustments
Net Cash Provided (Used) By Opereting Activities
L9
(293,2T7)
39'1,661
(9,894)
(168,393)
(444,163)
(2,48�
(1,713j
(80.229)
19,803
14,583
(23,891)
183,769
47,538
(178.184)
8,606
(2,676)
(10,299)
(255,969)
(549,246)
CASH FLOWS FROM NON-CAPITAL FINANC/NG ACTIV/T/ES
� Operating Transfer to Other Funds of the City of Saint Paul (688,000)
Hotel/Motel Tax Received 56,125
Net Cash Provided (Used) By Noncapiql Financing Activities (631,875)
CASH FLOWS FROM CAP/TAL AND RELATED F/NANCING ACT/V/T/ES
Proceeds from Lease Purchase Agreement -
Principal Paid on Debt Maturities - Capital Lease (703,332)
Payments for Acquisition of Equipment (129,617)
Interest Paid on Lease Purchase (128,125)
Net Cash Provided (Used) By Capitai and Related Financing Activities (361,074)
CASH FLOWS FROM /NVESTING ACTIVIT/ES
interest and Dividends Received 193,i67
Increase (Decrease) in Fair Value of Investments (135,953)
Net Cash Provided (Used) by Investing AcUvities 57,214
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,484,981)
CASH AND CASH EQUIVALENTS AT BEC,INNING OF YEAR
CASH AND CASH EQUIVALENTS AT END OF YEAR
DETAILS OF CASH AND CASH EQU/VALENTS
Cash and Short-Tertn Investments with City Treasurer
Imprest Funds
Restricted Cash for Equipment Purchases
Totat Cash and Cash Equivalents
NON-CASH INVEST/NG, CAP/TAL AND FINANCING ACTIV/T/ES
Capital Assets Purchased on Account: Equipment
Lease Purchase Obligations
Retirement/Deletion of Fixed Asset (Buildings and Structures)
RetiremenUDeletion of Fixed Asset (Equipment)
3,202,366
1,717,385
1,706,885
10,500
1,717,385
75,555
EXHBIT C
�9$
(219,068)
324,161
'15,678
'1,992
(10'I,784)
66,570
1,403
309
60,907
(58,370)
2,742
55,517
4,740
(23,844)
19,456
369,477
150,409
(743,960)
59,350
(684,610)
2,340,000
(2,166,981)
173,019
229,415
23,149
252,564
(108,6'18)
3,310,984
3,202,366
2,996,107
10,500
195,759
3,202,366
32,524
2,340,000
(1,008,265)
(1,954,573)
The notes to the financial statements are an integrai part of this statement.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For tfie Fiscai Years Ended December 3'i , 1999 and 1998
1. RiverCentre Authority
2. Summary of Significant Accounting Policies
A. Financial Reporting Entity
B. Enterprise Fund
C. Basis of Accounting/Measurement Focus
D. Supply Inventory
E. Fixed Assets
F. Compensated Absences
G. Employee Fringe Benefits
H. Statement of Cash Flows
I. Comparative Data
3. Deposits and Investments
4. Summary of Changes in Fixed Assets
5. Claims and Judgments Payable
6. Lease Purchase Agreement
7. Changes in Long—Term Liabilities
8. Obiigation of RiverCentre Authority for Debt Retirement
A. HRA Downtown and Seventh Place Tax Increment Revenue Bonds, Series 1993
B. HRA Sales Tax Revenue Advance Refunding Bonds, Series 1996
C. Priority Policy for the Distribution of Operating Revenue
D. Sa1es Tax Revenue Bonds, Series 1999A
9. Pension Plans
10. Risk Management
11. Retained Eamings
12. RiverCentre Expansion
13. Funding and Participation Agreement for RiverCentre Improvements
14. Management and Operation of the Parking Ramp
15. Contingent Liabilities
16. Subsequent Event
7
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 7. RIVERCENTRE AU7HORITY
The RiverCentre Authority of the City of Saint Paul is an agency of the City, created pursuant to
Minnesota Laws 1969, Chapter 1138, to manage and make regulations for the use of the
RiverCentre Complex. The Authority has nine members, seven of whom are public members
appointed by fhe Mayor of Saint Paul. Two members are designafed by the Mayor from the
members of the City Council. Annually, the Authority elects a chair and a vice-chair.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the RiverCentre Authority have been prepared in conformity with
generally accepted accounting principles (GAAP) as applied to govemment units. The
RiverCentre has adopted Govemmental Accounting Standards Board (GASB) Statement No.
20, Accounting and Financial Reportirtg for Proprietary Funds and Other Govemmental Entities
that use Proprietary Fund Accounting. The RiverCentre has elected to apply ail appiicable
GASB pronouncements as well as Financial Accounting Standards Board (FASB)
pronouncements and Accounting Principles Board (APB) Opinions, issued on or before
November 30, 1989 unless those pronouncements conflict with or contradict GASB
pronouncements. A summary of the more significant accounting policies foliows:
2.A. Financial Reporting Entity
The financial reporting for the RiverCentre Authority is made through the RiverCentre Operating
Fund. In conformance with the application of the criteria set foRh in GAAP, it has been
determined that the RiverCentre Authority is an enterprise fund of the City of Saint Paul
reporting entity, and is shown as part of the City's Comprehensive Annual Financial Report for
the fiscal years ended December 31, 1999 and 1998.
2.B. Enterprise Fund
The RiverCentre Operating Fund is an Enterprise Fund. Enterprise funds are used to account
for operations that are financed and operated in a manner similar to private business
enterprises — where the intent of the goveming body is that the costs of providing goods or
services to the generai pubfic on a continuing basis shoufcl' be financed orrecoverea primariiy
through user charges and the determination of net income is necessary or useful to sound
financial administration.
2.C. Basis of Accounting/Measurement Focus
The accrual basis of accounting is used for the RiverCentre Operating Fund. Revenues are
recognized when they are eamed, and expertses are recognized when they are incurred. The
flow of economic resources measurement focus is used for the RiverCentre Operating Fund.
With this measurement focus, all assets and alI liabilities associated with the operation are
included on the balance sheet.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 2. SUMMARY OF SIGWIFICANT ACCOUNTING POLICIES (continued)
2.D. Supply Inventory
Inventory of materials and supplies is stated at cost on the first-in, first-out basis.
2.E. Fixed Assets
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Any additions, alterations, and improvements to the buildings and structures and acquisitions of
equipment, machinery, and furniture purchased by the RiverCentre Operating Fund are
reported as fixed assets on the balance sheet at cost. Depreciation on these fixed assets is
charged as an expense over the following periods using the straight-line method.
Additions, alterations, improvements to the structures (Building Improvements) 20 years
� Equipment, machinery, furniture
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10 years
Accumulated depreciation is offset against the original cost of the fixed assets on the balance
sheet.
The original construction of the RiverCentre complex and subsequent capital improvements that
have been financed through City of Saint Paul sources other than the RiverCentre Operating
Fund are reported by the City as general fixed assets.
2.F. Compensated Absences
The compensated absences liability includes eamed but unpaid vacation and compensatory
time, vested sick leave, unvested sick leave expected to vest, and salary-related payments
(fringe benefits) associated with the payment of vacation and sick leave balances.
Employees earn vacation based on years of service and their bargaining unit. Vacation must
be used in the year it is earned, except for 15 days, which may be carried over to the following
year. Employees are paid 100°/a of their accumulated vacation pay when they terminate their
employment.
� Sick leave is earned at the rate of .0576 hours per hour up to a maximum of 15 days per year
and may be accumulated indefinitely. Terminated employees receive severance pay based
upon unused sick leave. Eligibility requirements and maximum allowable amounts vary,
depending upon an employee's bargaining unit.
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The accrued liability for compensated absences is reported in the financial statements since the
compensated absences are considered expenses when incurred.
Sick leave which is not expected to vest is not reported in the financial statements.
2.G. Employee Fringe Bene£ts
Fringe benefits include retirement plans, severance pay and retiree insurance, workers'
compensation, and employee insurance. Amounts for fringe benefits are paid to the City of
Saint Paul as reimbursement for the cost of fringe benefits. Fringe benefits are allocated to the
RiverCentre based upon a city-wide fringe benefit rate.
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RIVERCENTRE AUTHORITY OF THE CIN OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
2.H. Statement of Cash Flows
Cash equivaienfs are idenfified only for the purpose of the statement of cash flows reporting.
Cash equivalents are cash on hand and in bank and highly liquid investments having onginal
maturities (time span from date of purchase to the matunty date) of three months or less.
Included in the classification of cash equivalents are cash and short-term investments with City
treasurer and imprest funds.
2.1. Comparative Data
Several account balances were reclassified as of and for the year ended December 31, 1998,
as previously reported. These reclassifications, which did not require a restatement of retained
eamings, were required for comparability to the financial statements as of and for the year
ended December 31, 1999, and must be considered when comparing the financial statements
of this report with those of prior years.
Note 3. DEPOSITS AND INVESTMENTS
RiverCentre Authority cash balances are managed and maintained by the City of Saint Paul by
use of a general portfolio which is a poof of investments. Eamings from these pooled
investments are allocated monthly to the RiverCentre's Operating Fund based on average
weekly balances during the month. Minnesota Statutes Chapter 118A authorizes the City to
deposit its cash and to invest at financial institutions authorized by the City Council.
Minnesota statutes require that all City deposfts be covered by insurance, surety bond, or
collateral. The City invests available cash in various securities in accordance with the
requirement set forth in Minnesota Statutes.
In accordance with Govemmental Accounting Standards Board Statement No. 31, "Accounting
and Financial Reporting for Certain Investments and for Extemal Investment Pools,"
investments are reported at fair value in the balance sheet with recognition of the
corresponding changes in fair`4afue of invesfinenfs reported in the operafing siaiemeni in irte
year in which the change occurred. Accordingly, investments are stated at fair value based
upon quoted market prices at December 31, 1999 and 1998. Investments in nonparticipating
interest-eaming contracts, such as savings accounts and nonnegotiable certificates of deposit,
are reported at cost. Money market investments and participating interest-earning investment
contracts (negotiable certificates of deposit) are reported at amortized cost since these
investments had a remaining maturity of one year or less at the time of purchase. Money
market investments are short-term, highly liquid debt instruments including commercial paper,
bankers' acceptances, and U.S. Treasury and agency obligations.
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RIVERCENTRE AU7HORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 4. SUMMARY OF CHANGES IN FIXED ASSETS
A summary of the changes in fixed assets reported in the RiverCentre Operating Fund follows:
� vsi iss
Building improvements:
Depreciated Cost, January 1
Book Value of Retirement/Deletion of
Fixed Assets
Deduct Depreciation
Depreciated Cost, December 31
Equipment:
Depreciated Cost, January 1
Add Cost of Additions
Deduct Depreciation
Book Value of RetiremenUDeletion of
Fixed Assets
Depreciated Cost, December 31
Note 5. CLAIMS AND JUDGMENTS PAYABLE
$ 637,873
(52.7321
$ 585.141
$ 2,599,843
181,082
(338,929)
$ 2.441.996
�v3vss
$ 1,698,870
(1,008,265)
(52.732)
$ 637.873
$ 2,626,339
2,199,506
(271,429)
(1.954.573)
$ 2.599.843
Claim and judgment expenses/expenditures and liabilities are reported when it is probable that
a loss has occurred and the amount of the loss can be reasonably estimated. These liabilities
include an estimate of claims that have been incurred but not reported (IBNR).
The Minnesota State High School League (MSHSL) had existing contracts to lease the former
RiverCentre arena and adjacent facilities for the 1999 and 2000 state high school hockey,
basketball, wrestling, volieyball, gymnastics, and dance team tournaments. The arena was
razed in 1998 rendering the facility unusab{e for certa+n o4 the 1998 and 2000 tousnaments. As
a result of the relocation of these tournaments, the RiverCentre Authority and the City of Saint
Paul have agreed to compensate the MSHSL for certain damages and losses incurred as
follows:
Year
Pavable
2000
2001
2002
Totals
City of
Saint Paul
$ 35,000
35,000
35.000
$105.000
RiverCentre
Authoritv
$183,769
23,769
23.769
$ 231.307
Total
$218,769
58,769
58.769
$336.307
The claims and judgments liability for the RiverCentre Authority is recorded in the RiverCentre
Operating Fund with $183,769 reported as a current tiability and $47,538 reported as a long-
term liability. The liability for the City of Saint Paul is recorded in the City's Generai Long-Term
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 5. CLAIMS AND JUDGMENTS PAYABLE (continued)
Debt Account Group and will be paid from the City's Special Projects - General Government
Special Revenue Fund.
Note 6. LEASE PURCHASE AGREEMENT
Under the terms of a noncancellable lease purchase agreement, the RiverCentre Authority, as
lessee, received proceeds from Norwest Investment Services, Inc. to be used for the acquisition
of capital assets. The accounti�g treatment used for the liability under this lease purchase .
agreement is the same as that for capital leases.
A 15-year lease agreement was entered into on Juiy 30, 1998 to finance the acquisition of
RiverCentre exhibit F�afl/meeting room fumiture, bafiroom fumiture, a staging/riser package,
office fumiture and equipment, building operations equipment and audio/visual equipment.
Long-term capitai lease payables of $2,236,688 and $2,127,185 were recognized at
December 31, 1999 and 1998, respectively.
There were no costs or down payment for this lease for the year ended December 31, 1998.
Amortization of these assets is included with the depreciation expense reported in the
statement of revenues, expenses, and changes in retained eamings.
The following is a schedule by year of future minimum lease payments under this capital lease
agreement together with the present value of the net minimum lease payment as of
December 31, 1999:
Year Endinp December 31
2000
2001
2002
2003
2004
Thereafter
Tofat'minimum lease payments
Less amount representing interest
Present value of future lease payments
$ 231,457
231,457
231,457
231,457
231,457
2.083,113
�3,�4fi;3�8
(1.003J30)
$ 2.236,668
On the RiverCentre Operating Fund balance sheet, this liability is classfied as follows:
Current Liability
Long-Term Liability
Totals
12/31/99
$ 109,483
2.127.185
$2,236,668
12/31/98
$ 103,332
2.236.668
$2,340,000
12
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NO7ES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 6. LEASE PURCHASE AGREEMENT (continued)
A summary of changes in the capital lease balances are:
o� - r,5�
12/31/99 12/31/98
Baiance, January 1 $2,340,000 $ -
Proceeds Received - 2,340,000
Payments on Principal 1103.3321 -
Balance, December 31 $2.236.668 $2.340,000
Note 7. CHANGES IN LONG—TERM LIABILITIES
A summary of the changes in long—term 4iabilities reported in the RiverCentre Operating Fund
foilows:
Compensated Absences Payabie:
Balance, January 1
Net change
Balance, December 31
Claims and Judgments Payable:
Bafance, January 1
Net Change
Balance, December 31
Lease Purchase Payable:
Balance, January 1
Net Change
Balance, December 31
Advance from the City of Saint Paui:
Balance, January 1
Advances Received
Advances Repaid
Balance, December 31
12/31/99
$ 213,674
2� 3•891)
$ 189 783
$ -
47.538
$ 47.538
$2,236,668
(109.483)
$2.127.185
$1,525,000
$1,525.000
12/31/98
$ 158,157
55.517
$ 213.674
$ -
$ -
$ -
2.236.668
$2.236.668
$1,525,000
$1.525.000
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For fhe Fiscal Years Ended December 31, 1999 and 1998
Note 8. OBLIGATION OF RIVERCENTRE AUTHORITY FOR DEBT RETIREMENT
8.A. HRA Downtown and Seventh Place Tax Increment Revenue Bonds, Series 1993
In 1993, the Saint Paul Housing and Redevelopment Authority (HRA) issued its Downtown and
Seventh Place Tax Increment Revenue Bonds, Series 1993 in the amount of $58,090,000.
Under the terms of the Bond Indenture and corresponding Joint Pledge Agreement
RiverCentre Gross Revenues derived by the RiverCentre Authority from the operation of the
RiverCentre Facilities are piedged to secure payment of the RiverCentre contribution toward the
debt service on the Bonds. The amount of the RiverCentre Contribution is $660,000 per year
commencing in 1993 and continuing as long as the Bonds are outstanding which is scheduled
to be the year 2008. The RiverCentre made these scheduled payments for 1999 and 1998.
in the event RiverCentre Gross Revenues in any year are not sufficient to pay the full
River�erttre Corttribution in that year, the unpaid portion of the RiverCentre Contribution wil!
continue as an obligation of the RiverCentre Authority payable from the firsf RiverCentre Gross
Revenues received thereafter. There is to be no lien or encumbrance made senior to this
pledge on the RiverCentre Gross Revenues.
Tfie long-ferm debf on the HRA Downtown and Seventh Place Tax increment Revenue Bonds,
Series 1993 is reported by the Saint Paul Housing and Redevelopment Authority.
8.6. HRA Sales Tax Revenue Advance Refunding Bonds, Series 1996
In 1993, the Saint Paul Housing and Redevelopment Authority issued its Sales Tax Revenue
Bonds, Series 1993 in the amount of $65,000,000 which provided financing for the expansion
described in Note 12. In April 1996, the HRA issued $55,865,000 in Sales Tax Revenue
Advance Refunding Bonds, Series 1996 to advance refund the Sales Tax Revenue Bonds,
Series 1993. The 1996 advance refunding net bond proceeds of $58,093,104 were used by
the HRA to purchase U.S. Govemment Securities which were placed into an irrevocable trust
account with an escrow agent for the purpose of generating resources for all future debt service
payments of the refunded debt. Under the terms of the Bond Indenture and corresponding
Joint P�edge Agreemenf, RiverCentre AuthorityNeY�tevenuesare pieaged io ine paymen4 of
principaf and inferest on the Sales Tax Revenue Advance Refunding Bonds.
RiverCentre Authority gross revenues derived by the Authority from the operation of the
RiverCentre Facilities in any year are pledged and required to be used first to pay $660,000
each year through the year 2008 toward debt service on the HRA Downtown and Seventh
Place Tax Increment Revenue Bonds, Series 1993 (Note 8.A.). RiverCentre Authority gross
revenues remaining after the foregoing can be pledged and/or appropriated by the Authority for
RiverCentre purposes such as costs of operation and maintenance, repair and repiacement
costs, capital costs of new or expanded facil'dies, capitai costs of equipment, or principal a�d
interest o� indebtedness incurred for any of the foregoing.
Thereafter, any RiverCentre Authority net revenues, after subtracting the above items from
RiverCentre Authority gross revenues is to be made available to pay debt service on the HRA
Sales Tax Revenue Advance Refunding Bonds, Series 1996, for the following year. During
1999 and 1998, there were no RiverCentre Autfiority net revenues as defined in ffie Bond
Indenture and Joint Pledge Agreement that would become available for the 2000 and 1999
debt service on the Bonds.
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RIVERCENTRE AUTHORfTY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscai Years Ended December 31, 1999 and 1998
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Note 8. OBLIGATION OF RIVERCENTRE AUTHORITY FOR DEBT RETIREMENT (continued)
8.6. HRA Sales Tax Revenue Advance Refunding Bonds, Series 1996 (continued)
The long-term debt on the HRA Sales Tax Revenue Advance Refunding Bonds, Series 1996, is
reported by the Saint Paul Housing and Redevelopment Authority.
8.C. Priority Policy for the Distribution of Operating Revenue
RiverCentre Authority Resolution 2714, approved July 23, 1989, and last amended in 1993,
established the foilowing priority policy for the distribution of operating revenue:
First Priority RiverCentre annual contribution in the amount of $660,000 toward debt
service on the HRA Downtown and Seventh Place Tax increment
Revenue Bonds, Series 1993 which provided permanent financing for the
1983 SalelLeaseback and 1992 Repurchase of the f2iverCentre Complex.
� Second Priority
Third Priority
� Fourth Priority
�
Fifth Priority
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All costs of RiverCentre Facility operation and maintenance.
Maintenance of an adequate working cash balance in the RiverCentre
Operating Fund, which is estimated at a minimum of three months'
operating expenses.
Repayment of any advances from the City of Saint Paul.
Major repair/maintenance projects as approved by the RiverCentre
Authority.
Sixth Priority Maintenance of a reservation of retained earnings equai to the following
year's annual contribution toward debt service on the HRA Downtown and
Seventh Place Tax Increment Revenue Bonds, Series 1993, which is
$660,000.
Seventh Priority Maintenance of a reservation of retained eamings for RiverCentre
employees workers' compensation claims and contingencies in an
amount based upon recommendation from City Risk and Employee
Benefit Management Division.
Eighth Priority Maintenance of reservations of retained earnings for future parking ramp
repair and maintenance and for arena/auditorium repair and maintenance
in amounts deemed appropriate and authorized by the RiverCentre
Authority.
� Ninth Priority
� Tenth Priority
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New capital projects as approved by the RiverCentre Authority and the
Saint Paui City Council, after review by the Capital Improvement Budget
Committee.
Maintenance of a reservation of retained earnings for future expansion,
additions or improvements to the RiverCentre facilities in an amount
deemed appropriate and authorized by the RiverCentre Authority.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 8. OBLIGATION OF RIVERCENTRE AUTHORITY FOR DEBT RETIREMENT (continued)
8.C. Priority Policy for the Distribution of Operating Revenue (continued)
Eleventh Priority
Twelfth Priority
Maintenance of a reservation of retained eamings for planned promotions
in the amount of the RiverCentre's annual advertising budget.
Annual payment for debt service on the 1969 and 1970 City issued
general obligation bonds used for the original construction of the
RiverCentre in an amount up to one year of debt service.
Thirteenth Priority After consideration of items one through twelve above, any annual net
revenue as defined in the Sales Tax Revenue Bond Trust Indenture paid
to the Trustee by the following June 1 to be used for debt service on the
HRA Sales Tax Revenue Advance Refunding Bonds, Series 1996.
8.D. Sales Tau Revenue Bonds, Series 7999A
In March 1999 the City of Saint Paul issued its Taxable Sales Tax Revenue Bonds, Series
1999A in the amount of $72,570,000 to provide funds to pay a portion of the RiverCentre Arena
Project Casts.
Under the terms of the Indenfure of Trust dated February 1, 1999, between the City of Saint
Paul and Norwest Bank Minnesota, National Association (Trustee), funds are provided to
finance the Arena. A corresponding Joint Pledge Agreement dated February 1, 1999, was
executed between the Housing and Redevelopment Authority of the City of Saint Paul, the City
of Saint Paui, Norwesf Bank Minnesota, N. A., and RiverCentre Authority. The RiverCentre
Authority pledged the Arena Net Revenues to secure payment of the City's obligation of the
principal and interest on the Bonds. No revenues derived from any parking facilities owned or
operated by the RiverCentre Authority nor any other RiverCentre revenues other than Arena
Net Revenues are pledged to the payment of the Bonds.
During any period of time that the Arena Lease is in effect, the RiverCentre Authority agrees to
remif to fhe Trustee immediately upon receipt any`Arena Net hevenues received, subject io the
use of such Arena Net Revenues to pay the State Loan as provided in the State Loan
Agreement.
At any time that the Arena Lease is not in effect, the RiverCentre Authority agrees that on or
before June 1 of each year, commencing in 2001, the RiverCentre Authority shall remit to the
Trustee ail Arena tJet Revenues as of December 31 of the next preceding calendar year.
The long-term debt on the Sales Tax Revenue Bonds, Series 1999A, is reported by the City of
Saint Paul in its General Long-Term Debt Account Group.
Note 9. PENSION PLANS
The RiverCentre employees as City of Saint Paul employees are members of the Public
Empioyees Retirement Association (PERA) or a coordinated PERA—Social Security Plan. The
employer's share of these plans is paid by the RiverCentre Authority to the City of Saint Paul
as a portion of the reimbursement for the cost of employee fringe benefits (see Note 2.G.) and
is included in the financial statements as an operating expense.
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RIVERCENTRE AUTHORI7Y OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 9. PENSION PLANS (continued)
The tofal employer's share for the years ended December 31, 1999 and 1998 was $235,929
and $247,972 respectively. The total employee's share was $225,382 and $237,361,
respectively. Information on the City Employee Pension Plan is contained in the City's
Comprehensive Annual Financial Report for the Fiscal Year Ended December 31, 1999.
Note 10. RISK MANAGEMENT
The RiverCentre is exposed to various risks of loss related to torts; theft of, damage to, or
destruction of assets; errors or omissions; or natural disasters. The City of Saint Paul
administers the RiverCentre's risk management activities. The City is self-insured for general
liability on its property, including the RiverCentre complex. The City accounts for and finances
risk management activities in its General Fund. Claim expenditures and liabilities are reported
when it is probable that a loss has occurred and the amount of that loss can be reasonably
estimated. These losses include an estimate of claims that have been incurred but not
reported. Claim expenditures relating to tort liabilities are paid from the City's General Fund.
Workers' compensation cfaim expenditures are recorded in the City's General Fund and are
allocated to other City funds, including the RiverCentre Operating Fund, based upon a fringe
benefit rate applied to each fund's actual salaries. The liability for claims and judgments, with
the exception of the amount described in Note 5. that the RiverCentre Authority has agreed to
compensate the Minnesota State High School League for certain damages and losses, is
reported in the City's Generai Long-Term Debt Account Group because it is not expected to be
4iquidated with expendabie availabte financial resources.
The City of Saint Paul self-insures its liability for unemployment compensation benefits. City
funds, including the RiverCentre Operating Fund, are directly charged for actual costs incurred.
The RiverCentre has purchased blanket real and personal property and business interruption
insurance coverage of $106,746,794 with a deductible of $25,000 and $100,000 annual
aggregate. Insured losses between $2,500 and $25,000 will erode the $100,000 aggregate.
Once the aggregate has been eroded, on the next succeeding claim, the deductible will drop
from $25,000 to $2,500. There were no significant reductions in insurance from the previous
year or settlements in excess of insurance coverage for any of the past three fiscal years.
The City of Saint Paul purchases coverage for empioyee health and life insurance benefits.
These benefit plans are fully insured. The contributions required by employees to the health
and life insurance programs are dependent upon an employee's bargaining unit. There were
no significant reductions in insurance from the previous year or settlements in excess of
insurance coverage for any of the past three fiscai years.
A complete audit and actuarial analysis is conducted by the City's Risk and Employee Benefit
Management Division to insure proper premium, retention, and administrative charges. Tort
liability, workers' compensation, and unemployment compensation programs are administered
by the City with professional claim managers and attomeys.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscal Years Ended December 31, 1999 and 1998
Note 11. RETAINED EARNINGS
The Retained Eamings has been reserved for the following purposes:
Reserve
Working Cash Balance
HRA Downtown and
Seventh Place Tax
Increment Revenue
Bonds, Series 1993
Basis
3 months' operating expenses
9999 1998
$135,438
Annual payment toward HRA
debt service from RiverCentre
gross revenues (See Note 8.A.j
Note 12. RIVERCENTRE EXPANSION
c...� ���
In 1993, the Saint Paul Housing and Redeveiopment Authority (HRA) issued Sales Tax
Revenue Bonds in the amount of $65,000,000 to provide funds for the expansion and
improvement of the RiverCentre. These bonds were refunded, by the HRA, in '1996. The
expansion includes an exhibition hall, banquet facilities, meeting rooms, a truck service dock,
and skyway. The Sales Tax Revenue Advance Refunding Bonds are secured by a one-half of
one percent {0.5%) City sales tax, RiverCentre net revenues, and monies held in accounts by a
Trustee of the HRA as defined in the Bond Indenture and Joint Pledge Agreement. (See Note
8.B. for obiigations of the RiverCentre Authority relative to the 1996 HRA Sales Tax Revenue
Advance Refunding Bonds.)
In 1998, the City began construction of the new multipurpose RiverCentre Arena which will
house a National Hockey League Expansion team. The City will receive an interest free loan
from the State of Minnesota in the amount of $65,000,000 for the construction of this arena.
Payments on this loan, which will be $48,000,000 due to the forgiveness of $17,000,000 by the
State, will begin in the year 2003 and be paid through the year 2020. A portion of the payments
by the hockey team will be used to repay the loan. The city will record the proceeds and liabifity
of the loan as it is expended by the State. As of December 31, 1999, the outstanding balance
of the RiverCentre Arena Note is $48,000,000 in the City's General Long-Term Debt Account
�roup.
Note 13. FUNDING AND PARTICIPATION AGREEMENT FOR RIVERCENTRE
IMPROVEMENTS
In March 1993, the RiverCentre Authority entered into an agreement with the Saint Paul
Housing and Redevelopment Authority (HRA) whereby the HRA provided a grant of $475,000
to the RiverCentre Operating Fund for capital improvements to the RiverCentre facilities. This
grant was made to compensate the RiverCentre for a parking incentive commitment given to
the Green Tree Financial Corporation, which has its headquarters in downtown Saint Paul.
Under the parking incentive commitment, the RiverCentre agreed to provide up to 300 parking
spaces, on a monthly contract basis, to Green Tree employees, for which the firsf 26 months of
the eight-year commitment would be provided at no cost, and for which the remaining five years
and ten months, commencing May 1995, would be provided at 50% of market rates.
EI]
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
NOTES TO THE FINANCIAL STATEMENTS
For the Fiscai Years Ended December 31, 1999 and 1998
Note 13. FUNDING AND PARTICIPATION AGREEMENT FOR RIVERCENTRE
IMPROVEMENTS (continued)
The $475,000 grant was reported as a capftai contribution in 1993. The monthiy contract rate
for unlimited parking was $65 for the first five months of 1996. From June 1, 1996 through
September 30, 1997 this rate was $69 per month. On October'I, 1997, the rate rose to $80
per month. Three hundred parking spaces could have generated parking revenue of $144,000
for 1999 and $144,000 for '1998.
Note 14. MANAGEMENT AND OPERATION OF THE PARKING RAMP
The RiverCentre Authority has entered into an agreement with APCOA, Inc. for the
management and operation of the RiverCentre parking ramp. The agreement stipulates that
APCOA, Inc. is to remit monthly parking gross receipts less operating expenses and costs and
less a management fee, all as defined in the agreement.
Note 15. CONTINGENT LIABILITIES
In connection with the normal conduct of its affairs, the RiverCentre Authority is involved in
various claims, litigation, and judgments. !t is expected thaY the final settlement of these
matters will not materially affect the financial statements of the RiverCentre Authority.
Note 16. SUBSEQUENT EVENT
� In May 2000, the Saint Paul Housing and Redevelopment Authority (HRA) issued Parking
Facility Lease Revenue Bonds in the amount of $7,240,000 to finance improvements to the
RiverCentre parking ramp. Annual debt service on the bonds will be financed by leasing the
improvements to the City of Saint Paui.
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DETAIL
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999 1998
Actual Actual
OPERATING REVENUES - BUlLDING COMPLIX
Building Rentals
Multi-Purpose Arena
Wilkins Auditorium, Banquet Rooms
E�chibition Hall
Executive Meeting Rooms
Wilkins Exhibition Hall
Wilkins Bailroom
Grand 8allroom
Rental Offices
Total Building Rentals
181,673
399,862
122,673
62,835
19,100
218,625
116,688
1,121,456
167,108
140,949
492,725
84,675
45,001
17,825
129,738
48,044
1,126,068
Equipment Rentals
Tabtes, Chairs
Forklift Truck
Portable Stage Platforms
Public Address
Spotlights, Lekos, etc.
Piano
Sound Equipment
Easel/Stanchion
Podium/Lectem
Drapes
Barricades
AN Equipment
Miscellaneous Other Equipment
Total Equipment Rentals
� Building and Event Services
Attendants, Red Cross Personnel
Electricians, Engineers
Maintenance Labor
� EvenUStage Labor
Ticket Sellers
Ushers
Security
� Police
Fire Inspedor
OtherLabor
� Telephone, Contrect
E{ectric Hookups
Utilities
Rubbish Removal Fee
� Insurance
Box Office
Vacuuming
Damages
� Other Services
Total Building and Event Services
�
�
Commissions
Exhibition Booths
Telephones, Pay
Television Rights
Advertising, Signage, Sponsorships
44,605
2,975
17,685
42,500
5,955
6,335
17,323
4,715
11,725
847
1,725
17,541
16,119
190,050
24,971
34,235
125.886
399,363
33,354
34,286
64,573
17,951
4,125
3,305
26,534
i40,180
4,885
18,081
1,940
70.954
11.349
26,783
11,530
1,057,285
105,244
19,836
38,146
29,671
2,250
18,195
36,650
7,180
6,725
17,305
3,205
10,905
7.804
9,855
149,745
29,423
38,417
107,693
427,693
65,931
119,474
85,087
16,375
5,745
2,667
48,730
175,975
6,003
20,850
325
39,749
8,518
9,818
1,211,473
90,000
7,712
2,500
71,260
o�-�s�
Schedule 1
Increase
jDecrease�
(767,'108)
40,724
(92,866)
37,998
17,834
1,275
88,887
68,644
4,L612)
14,934
725
(510)
5,850
(1,225)
(390)
18
1,510
820
847
1,725
9,737
6,264
40,305
(4,452)
(4,182)
21,193
(28,330}
(32,577)
(85,188)
(20,514)
1,576
(1,620)
638
(22,196)
(38,795)
(1.118)
(2.769)
1,615
31,205
2,831
26,783
1,712
(154,188)
15,244
12,124
�z,soo�
(33,1'14)
� 21 continued
Of �
RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DEfAIL
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999 1998
Actual Actuai
Operating Revenues/Commissions (continued)
Ticket Service
Facility Charge
Sponsorships
Profit Share
!n-Kind
Other Commission Fees
Total Commissions
25,837
79,817
278,500
58,656
140,000
(13,833)
732,203
25,958
302,573
43,500
40,164
2,771
586,438
Concessions
Commissary
Catering
Programs, Novelties
CoatCheck
Vending
Subcontract Foods
OtherConcessions
Total Concessions
Total Building Complex Operating Revenues
OPER.4TING REVENUES - PARKING FACILITIES
Parking Ramp Revenue
Hourly Parkers
Monthly Parkers
Event Parkers
Total Parking Ramp Revenue
Parking Lot Revenue
Seventh Street Lot
PSI Lots
7otai Parking Lot Revenue
Total Parking Facilities Operating Revenues
TOTAL OPERATlNG REVENUES
OPERATING IXPENSES - BUILDING COMPLIX
Generai Operating Expenses
Salaries, -
Employee Fringe Benefrts
Audit Fees
Contracted Accoun6ng Services
PostagelCouriers/�reigh[
Telephone, Local
Telephone, Long Distance
Catering
Cellular Phones
Auto Allowance
Printing and Duplicating
Advertising, VS. Local Meals
Printing - Marketing
Transportation - Travel
Lodging, Meals
Registration Fees
Dues and Memberships
Insurance, All Risk
Insurance, Employee Surefy Bond
253,696
273,176
50,279
1,670
8,616
24,340
225
612,002
3,712,996
96,633
1.'129.592
889,573
2.115.798
2,'115,798
5,828,794
143,601
43,857
8,335
38,515
s,sas
27,698
5,473
976
144
4,242
3,347
339
1.964
2,028
2,065
2,657
46,508
�
1,060,600
44,068
65,700
36,733
10,862
1,217,963
4,291,687
94,730
1,043,720
80&,930
1,945,380
75,4'16
77,820
153,236
2,098,616
6,390,303
207,4'18
57,62i
7,115
15,307
a,ssa
31,782
6,079
836
1,425
202
833
4,984
6,683
3,605
4,730
2,181
3,099
41,629
404
Schedule 1
Increase
�Decreas�
(121)
(222,756)
235,000
18,492
140,000
(16,604)
145,765
(806,904)
229,108
(15,421)
1,670
8,616
(12,393)
(i0,63�
(605,961)
(578,691)
1,903
85,872
52,643
170,418
(75,416)
(77.820)
(153,236)
17,182
(569,509)
(63,81 n
�'r3.7'i'vj
1,220
23,208
2,982
(4,084)
(606)
(836)
(449)
{58)
3,409
(1,63�
(6,�)
(1.641)
(2,702)
(116)
�442)
4.879
(404)
continued
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DETAIL
FOR THE FISCAL YEARS ENDED DECEMBER 3I, 1999 AND '1998
(Amounts in doilars) 1998 1898
Actyal Actua�
Generel Operating Expenses (continued)
Office Equipment Maintenance Contracts
Office Equipment Repair
Equipment Rental
Office Supplies
Newspapers and Periodicais - 6cecutive
Central Service Cost Allocation
Street Maintenance Assessment (PV�
Stortn SewerAssessment(PV�
Town Square Assessment (CS)
Public lmprovement Assessment
Miscellaneous Expense
Depreciation of Building Improvements
Depreciation of Equipment
Bad Debt Expense
Charge Card Fees
Ticketmaste� Fees
Total General Operating Expenses
3,456
368
4,309
15,258
297
'156,783
25,090
153,905
52,732
329,071
(7,710)
26,931
5,597
7,104,712
6,708
478
13,752
11,594
1,414
124,245
6,274
8,280
2,311
2,5'15
332,529
52,732
264,214
19,730
17,416
11,725
7,276,514
Finance Expenses
Salaries
Employee Fringe Benefits
Contracted Accounting Fee-City Financial Se[vices
Gonsultants/Contracted Services
Miscellaneous Expense
Total Finance Expenses
Box Office Expenses
Salaries
Employee Fringe Benefits
Professional/Contracted Services
Tetephone - Local
Cellular Phones
Auto Allowance
Printing
Advertising
Transportation
Regisiraiion �ees
Lodging, Meals
Dues and Memberships
Office Equipment Maintenance Contracts
Office Equipment Repair
Check Verify Services
A�rnored Car Service
Office Supplies
Miscellaneous 6cpense
Total Box Office Expenses
Building Power Expenses
Salaries
Employee Fringe Benefits
Sewer Charges
Eledricity
Gas
Water
105,545
28,927
16,357
4,244
155,U73
8'1,356
19,969
3,955
2,217
542
833
50
403
530
920
195
569
59
5,828
2,403
4,939
1,529
126,297
267,025
91,427
19,177
427,700
13,382
10,306
84,204
24,291
17,908
14,939
508
14'1,850
97,803
24,801
9,550
209
1,033
3�0
56
495
734
180
�,164
35
2,642
2,239
2,388
6,943
150,572
294,293
1'14,784
24,156
556,846
6,404
15,052
�i-�.sFr
Schedule 1
Increase
�Decrease�
(3,252)
(110)
(9.443)
3,694
(1,1'I�
32,538
18,816
(8,280)
(2�3�'I)
(2,515)
(178.624)
64,857
(27,440)
9,515
(6,128)
(171,802)
21,341
4,636
(1,551)
(10,695)
(508)
13,223
(16,447)
(4,832)
(5,595)
2,217
333
(200)
(300)
50
347
35
186
15
(595)
24
3,186
164
2,551
5,41A
(7A,275)
(27,268)
(23,357)
(4,979)
(129.146)
6,978
(4,746)
23 continued
r
(�j-158�
RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DETAIL
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999 1998
Actual Actuat
Building Power Expenses (continued)
District Cooling 429,9'11 266,887
District HeaSng 213,120 208,153
Total Building Power F�cpenses 7,472,048 1,486,575
Building Maintenance Expenses
Salaries
Employee Fringe Benefits
Contracted Electncians
Other Contracted Maintenance
Ushers
Security Services
Police
Fire Inspector
ConVaded Cleaning Services
Red Cross Personnel
Celiular Telephone
Catering
Contrac[ed Communications
Building Repair
Grounds Maintenance
Self-Propelled Vehicie Repair
Equipment Maintenance and Repair
Elevator, Escalator Maintenance and Repair
Refuse Service
Pest Control
Plumbing Supplies
ElecVic Supplies
Paint Supplies
Janitor Supplies
Other Maintenance Supplies
Other Maintenance Services
Motor VehiGe Fuei, Oil, Parts
Safety Supplies, Small Tools
Stage Tech Supplies
Snow Removal Supplies
Total Building Maintenance 6cpenses
566,761
166,229
4,168
4,307
30,550
66,875
15,051
5,472
13,671
22,008
723
2,895
15,698
1,075
6
12,674
54.259
13,102
1,789
9.829
16,291
1,661
24,861
5,277
1,833
819
171
7,420
178
1,068,593
585,731
162,485
21,301
34,633
120,309
124,639
16,720
5,310
35,285
27,920
1,289
6,436
20,808
2,970
2,450
14,580
14,707
20,293
581
2,694
19,216
7,039
28,9Q1
36,013
6,055
673
36
5,666
502
1,325,242
Event Managers
Salaries
Employee Fringe Benefits
Totai Event Managers Eupenses
Security Managers
Saiaries
Employee Fringe Benefits
Total Security Managers Expenses
173,838
54,635
228,473
140,089
22.724
162,813
167,483
52,260
219,743
37,238
11,256
48,494
Event Services
Salaries 371,919 406,063
Employee Fringe Beriefiis 71,502 60,468
Total Event Services F�cpenses 443,421 466,537
24
Schedule 1
Increase
�Dec�asej
'163,024
4,967
(14,527)
(18,970)
3,744
(17,133)
(30,326)
(89,759)
(57.764)
1,331
162
(21,614)
(5,9i2)
723
('1,289)
(3,541)
(5,110)
('1,895)
(2,444)
('1.906)
39,552
(7,191)
1,208
7,135
(2,925)
(5,378}
(4,040)
(30,796)
�
146
135
1,754
(324)
(256,649)
6,355
2,375
8,730
102,851
11,468
114,319
(��1�)
11,034
(23,110)
continued
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RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAU�, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DETAIL
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999 '1998
Actual Actual
Marketing Expenses
Salaries
Emplbyee Fringe Benefits
ProfessionaUCoMraded Services (Join} Plan)
Joint Plan
Postage, Freight
Grand Opening
Catering
Ceilular Phones
Auto Aliowance
In-Kind Expenses
Marketing Printing
Touchstone Energy
Speciat Press Events
Marketing Advertising-Local
Marketing Advertising-National
Photography
Sponsor Signage
Community Spending
Trensportation
Lodging, Meals
Registration Fees
Dues and Memberships
Staff Apparel
Office Supplies
NewspaQers and Periodicals
Marketing Miscellaneous
Total Marketing Expenses
Total Buiiding Complex Operating Expenses
'128,596
36,573
54,538
49,088
108
187
� ,336
40,000
14,505
108,459
364
22,117
831
1,024
3,771
1,702
1,735
2,777
2,101
1,110
901
82
266
2,733
474,904
5,236,334
120,904
34.614
146,07D
9,495
23,037
3�,907
14A
'1,366
10,260
soo
1,002
7,762
57,099
2.289
2,473
1,7D3
1,990
210
195
39,108
492,728
5,607,649
OPERATING IXPENSES - PARIONG FACi�1T/ES
Parking Management Opereting Contrect:
Salaries and Fringe Benefits
Bookkeeping Fees
Ramp-Refunds
Collected by Owner
Management Fees
Insurance (Liability)
Subtotal Parking Management Operating Contract
Parking Facilities Expenses
Uniforms & Laundry
Postage
Telephone
Ramp-Security
Computerized A/R
Financial Services
Cash Difference
Reimbursed F�cpenses
Auto Damage Claims
Printing, Supplies
Advertising
Office Supplies
Paint Supplies
Janitor Supplies
330,909
4,200
11.792
26,470
28,087
401,458
101
646
6,394
9,403
7,326
3,309
(�)
1,262
2,767
1,032
3,210
173
1.196
274,439
4,200
16,941
16,225
25,284
30,246
367,338
119
758
4,959
20,218
10,677
3,347
271
(110)
4,513
2,100
4,520
3,451
3,483
2,558
o�- is�
Scheduie 1
Increase
[De_crease�
7,692
1,959
(91,532)
49,088
(9,495)
(23,03�
(31,799)
43
(30)
40,000
4,245
� o�,sss
(638)
14,355
(56,268)
1,024
3,771
1,702
(554)
304
398
(880)
901
(128)
71
(36,375)
(17,224)
371,3�
56,470
(5,149)
(16,228)
1,186
(2,159)
34,120
��$)
(112)
1,435
(10,815)
(3,351)
(38)
(335)
11D
(3,251)
667
(3,488)
(241)
(3,310)
(1,362)
25 continued
,
pi-}s�
RIVERCENTRE AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA
COMPARATIVE SCHEDULE OF REVENUES, EXPENSES, AND TRANSFERS DETAIL
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998
(Amounts in dollars) 1999 1998
Actual Actual
Parking Facilities Expenses (continued)
Miscellaneous Maintenance Supplies
Fuel
EVectnc Power
Grounds Maintenance
Rubbish Removal
Equipment Repair, Parts, Rentals
Gas/Electric Heat
WatedSewer
Snow Removal, Supplies
Eledricaf Suppfies
Elevator Maintenance
Equipment Parts, Rental
Depreciation Expense
Building Repair, Maintenance
Maintenance and Repair, Structural
Miscellaneous Administration (Other) 6cpense
Total Parking Facilities Operating F�cpenses
2,349
582
63,913
658
1,912
'16,390
11,833
700
13,898
258
13,223
(208)
9,858
305,'102
3,'141
881,822
6,118,156
(289,362)
150,738
(135,953)
55,569
(128,125)
(57,771)
(347,133)
(660,000)
(b"bU�Uf/Uj
(1.007.133)
181,082
181.082
3,960
529
76,315
1,'170
2,309
17,595
11,201
728
12,033
1,056
33,514
35,258
7,214
6,143
342.440
22,055
1,U01,722
TOTAL OPER.4T/NG IXPENSES
OPERATIN6INCOME (LOSSJ
NON-OPERATING REVENUES (EXPENSES)
Interest on Investments
Increase (Decrease) in Fair Value of Investments
Hotel/Motel Ta�c
Miscellaneous Revenue
Gain (Loss) on Retirement of Equipment
Interest Expense - Capital Lease
Total Non-Operating Revenues (F�cpenses)
INCOME (LOSS) BEFORE OPER.4TlN6 TRANSFERS
OPERATING TRANSFERS IN (OUn
To City of Saint Paul General Debt Service Fund
To Saint Paul HRA General Debt Service Fund
Total Operating Transfers In (Out)
NET INCOME (LOSS)
CAPITAL ITEMS
Equipment
Total Capital Items
�
6,609,371
(2'19,06�
238,768
23,749
59,318
9,062
(2.962,838)
(2 632,54�
(2,851,609)
(28,000)
(660,000)
j'oab;�6uj
(3 539.609)
2,199,505
2.199.505
Schedule 1
Increase
(Decrease.�
(1.611)
53
(12,402)
(512)
(39�
(1,205)
632
�2$)
1,865
(798)
(20,291)
(35,466)
2,644
(6.143)
(37,338)
(18,914)
(119,900J
(491,215)
(70 294)
(88,030)
(159,102)
(3,749)
(9,062)
2,962,838
(128,125)
2,574,770
2,504,476
28,000
2S,
2 532 476
(2,01$,423)
(2 018.4231
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_ _.�;_-
GERRY STRATHMAN
Dircttor
Mazch 12, 2001
CITY OF SAINT PAUL
COUNCIL INVESTIGATION AND RESEARCH CENTER
Mayor Norm Coleman
Suite 390
City Hall
St. Paut, MN 55102
Deaz Mayor Coleman:
�` �
The City Councit at its February 28 Organizationat Committee meeting decided to hold a policy
session on Mazch 21 regazding the Administration's efforts to develop a proposal to consirucY a
stadium in Saint Paul for the Minnesota Twins. For this sessiott, the Council has the following
quesrions that it would like a representative from the Administration to address. It is my
expectation that the policy session wi12 consist primarily of tiie Administration's response to these
questions.
I)
2)
Is the Adtninistration working on any proposals for building a baseball stadium for
the Minnesota Twins in Saint Paul? If yes, ptease describe these proposals.
VJhat aze the financing options being considered for the conshuction of a Twins
stadium?
3) Do any of these proposals include the possibility of issuing stock for public
ownership of the Minnesota Twins? Do any of the proposals involve a role for the
City of Saint Paul in the ownership of the Twins?
4) Is any City employee working on any proposals for bailding a baseball stadium for
the Minnesota Twins in Saint Paut? If yes, who is involved and what is the nature
and extent of this involvement?
5) Is the RiverCenlre Authority or any of its employees working on any proposals for
buiiding a baseball stadium for the Minnesota Twins in Saint Paul? If yes, who is
involved and what is the nature and e�rtent of this involvement?
6) Is any former City employee working on a proposal to develop a plan for buiiding
a baseball stadium in Saint Paul? If yes, who is involved and what is the nature
and ea-tent of this involvement?
7) If a former City employees are working on proposals to develop a plan for
CITY HALL SUITE 310 SAINT PAUL, MINNESOTA 55102-I615 651/266-8560
.�.
Pnmed on Rtcyckd Paper
C�l-!S$'
constructing a baseball stadium in Saint Paui, does the Adiuinistration pian to hire
or contract with these former empioyees to act as consuttants to the City on ttris
issue?
8) Has the City Attomey or anyone on the City Attomey's staff been consulted or
provided legal advice regarding pmposals to consimct a basebail stadium for the
Twins?
9) Is any outside consultant (legal, financial, sport facility, lobbyist) working on
behalf of the city to develop a plan for building a baseball stadium in Saint Paul or
to provide legal advice on tius issue? If yes, who is involved and what is the
nature and e�ent of tSris involvement?
10) Have any of the City's lobbyists consulted with the City's legislative delegation
regarding proposals to conshuct a Twins baseball stadium in Saint PauI? Have any
of the City's Iobbyists consulted with ot6er state Iegislators regarding proposals
for a baseball sYadium to be conshucted in Saint Paul?
11) Has anyone on behalf of the Ciry discussed a proposal to build a Twins baseball
stadium with employees or representafives of anofher unit of government, such as
the City of MinneapoIis, Ramsey County, Minnesota Department of Finance, etc.?
22) Has anyone discussed, on behaif of the City, a proposai to build a Twins baseball
stadiwn with employees, representatives or owners of the Minnesota Twins? If
yes, who has been involved and what has been the nature and eactent of this
involvement?
12) What is the time line for these pmposals? Is there an expectation that the City
Council will need to take action this yeaz on any proposal? If yes, when can the
City Council e�spect a proposal from the Administration?
13) If City action is required, wi11 the Administration seek a Citywide vote on a
stadium proposal? What other opportunities does the Administration foresee for
public participation?
By asking these questioas, the City Council dces not wish to imply that they are opposed ta the
construction of a Twins baseball stadium in Saint Paul. Rather, the Couucil would like the
opportunity to uaderstaud the options under consideration and have the chance to contribute to
the framework within wluch these proposals can be developed and considered. If you have any
concerns or questions about the policy session, please contact me (6-8575).
S' re , `—�/��
erry�an, D'uector
bl- fS�'
cc: counoilmembers
Susan Kimberly, Deputy Mayor
Peter Hames, D'uector, Office of Financial Services
Clayton Robinson, City Attorney
Dick Zehring, Chairman, RiverCentre Authority