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01-158Council 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 $10 per event increase. All of the money, as spelled out in the agreement with the Wild, for Wild hockey games wil( go the Wild, the remainder of non-Wild event parking revenues accrues to the benefit of RiverCentre. Again, the position of the Authority has been to dedicate those funds to Capital Reserves, Operating Reserves and ensuring adequate service operations at the ramp. vt- rs� uDIT02 ti 'i��C,;n co � .,q '. F:. -;,L z c.t .._�p °' - � " ,:-° :: �,- �,: S!$ � „'e:�y°� ti „� 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 - - -�,� _, -, � --- � �---� -' .� i} �Z �G —Richazd Zehring, �� ; cl �1. i c�� Date Cx:� c�k� D�;����,-- ' 2 15 a/ Erich-}Vlis .- xec iv`e ire Date �, /� ' 2 � l�ao� 1��1L{�� Corrine Haas, Accountant Date v►-�s�r � Date: February 22, 2001 To: Rick Beeson Erich Mische From: Martha Fuller Re: Follow up — Finance Meetin� Discussion I. State of Minnesota Financial Audit � bj�� O � �, �„ 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. =�� XCeI Energy C=: c��-�s� 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 bt- is� 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 bl - � S�f 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: Ul- ISFl 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). -2- ot- ts8 (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. -3- o� (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 -4- ot-ts� 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: -5- o►-�S� (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 � v[-issr 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 -7- c��-rs� (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 � di-r5� 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 � o� -iS� 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. -10- oi-r5 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), -11- vi-�s� (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 -12- ot - �sY 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. -13- v�- is�' 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 -14- 61� t5� 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. -15- oi- �5Y 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 -16- ot- rsF� (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. -17- Ol- [S�' 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. � o�- is F� 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 -19- oi- �5� 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 -20- oi-�s� 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 -21- o�- � s�' 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. -22- o�- �s� 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 -23- oi- �s$ 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. -24- ��-is� 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 -25- C�l- �SSl 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). -26- oi - �s� (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.) _�7_ oi-ts� (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). � OI - tSS� 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 -29- o�- �sFl (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. -30- o�- �s� (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 -3 I - o�- �s� 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; -32- O 1 i 58 (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. -33- bl- �SFf (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 -34- o�- is� 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. -35- bl-tSSs (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. -36- bl- �SS (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. -37- p1- t5`� 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 $J�n[ Pa4I QUE9R INC�` i+.1 \tf9AGP.Gc�?WK01 � � r ti A T q�02oOa �.°_,mAfvu+_ d C w s o O � mbm^a� 33v:? w i _ m � — �''9 �U Dy A A N �� N N � � V � O d � � d N�A � roo V J • • • N ' o O A V N �O I�L ' �� �c �� o 0 O N 0 m L O • A � Z j� m m � � � n y a N P O 4 ���TE-Vy .� P m O n 4 O Z m S V y m v n — m = 'n a o�. v N 0 � m j y y e � 9 0 � __ v � 3 a � C-i�03—ND9� � y'OTZp� OOy dND< < �emS°nn@ Esx2`an°°nm"2°o3 'ms�3-Om m�ca ^ a »ao0 m_'v�eaz �mm 3mn _ wpmm _ =� a n pm N=�' a >° m � _ � 0 A n 'm 9 n. �J m _ i �_ ry �^ m n m e m o 3° N o � ° 3' m n >Z o3 i�e � mn m � n ° o 0 o � p o � ' e � o 0 n � `� � s m + a ^ m' A 3 N O 'f� � a N fT �O �NP�OV O O+ i.N (il pp oovJW O O O O V > A O 0 I J w I m.�.. - �i p � I�AYJ�OqVN>O�p N ����� r p m 0 > � r �� ���iN.-. 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O �< im 4) A O OZ A� m n'� y 0 0 < 9 A T X n Y A 4 � ° -. :, ti > ; x ._, - a , EwrttlnGOme IueaRenlsS Seiv�xuuama BaxOFice Tom[ Event Imoma D'vetl EveNEzCe+be Dlrec[ EvenlKUlinwme Anc�lary Income Faatl S Be+zrape lbtel6ec FacffyF¢ec Paiifing TalalAnclliary Ircome Tolai Event& Mcl. ineome 07Fir�pen[ing Income Padirg AdVe`ESinp Spwvurship L�1GrdlWrqwa I��t ORce Space1Ce117mrer Re�R AG$cp7aneou5 Totalalherinrorno Atljusletl G�osc Ircome indirsctExDencas 6ewtlue RirercmCe AulFp�iry Alarketi�y Fnarcs Op¢ratluts Bwc Olfice Ouefiead PaM1T9 �mp 7oral OepaRrtran[ Exyertse FxDenSesAliocatea m Evenh HetlndieclExpenses � Ope2clnQ Income Dobtservfn 4csTI8oM OeM Sl�ce Less PedeStrian Cenr�xEon l.ess Ft�u�v liaze in@re5t ialai Debl6eNite Inwme aeiore apeam ana Hon items Special ltams less SelilemenNNSP refund LeSS Ram➢ Repalrs & ResoretlDn Iess Wi�ire Rerwva5in Nonushitems 3.etz Equip 4ase Princi}al DepretiatimfwLiybldj NN Werabiy Inoa�'e 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) f02.610 I �oa,oa� 0 t� � N � � ro 0 0 r [i7 r o� 1.� ro '�7 a � � 0 0 r � 0 k+ 0 bl- t5� Of- lS� b(-iS�j o�-t5k .�� �.+m coc� ur uemcr er'i or- �SFs oi-�5 � nF!` ,mY�DeF11Al OFFR AGT �f � o�- �s� Oi- �S� „ . t�sr�tn�.o4ce)�tMZ/�FFirFarF oi-►s�' � . �cnv„meon�uonovwr_oeamnrr S {{ � �' \' ^ � ' _ �'r ..���. �� . :��, .�. �� . ..••.� �. - . � ."� '� �� �� �'`, ) �. � s �� � .. � .'.' ..�. '.i ��� _ � _ .< � . " _ a . � � -• - >, � ,t.`' }3 �v � �NTRfl`C3E.l��ORI�` ��GT[Ot�f - � �� � � Y � ; , N� 'i"" .�u,......-�? ? , ,..., tl ..� I....�_,.a �� �-�+ __�.,k .'s. x m .n ^ _ .. � �_.�:.N:F"' �s .ma.� "k.s ..'�� �., } � � � � * � � � � � ��� ' - '{' �� e - ..:ua _4' -,�", �_. ,a��. „ W .�. '�_ , ,.� .,�, .� . _ , .., ., ,:. r .,,. .., ; .. . ... ._ ., ^� i.d.ae..s- " � .._* � F �� .� � ... . �.. . . , .,.. .. . .. s , . _.. _ __ u,- _ ' . ,..:°' .. _ . , .. _ .. .. .. .__ _ � , , ' � ' , , � , ' � ' , � , , , ,� 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. ii °�`" 1 1 C _� lJ r i ,� , � v�-lsFr 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. 1�,' lJ ' � � � i ' O 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. iii c�-i5 sr 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. iv � lJ � � � � ,� , � ' l� � � 1 � � � � � C��-rsr 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. v c��-jsg � 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 '7 vi C�/- /S� 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. � Respect itted� � � Erich Mische Executive Director ,' i �>; t �I 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. viii � i � � �J �� , � �� � � �� C J � � � �� L_1 � o�- is� 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 1X � � u � _1 � � 1 � �J ' � � � � � � � . A�yDITOg O �.�m.,. ��.' 3 F:� -y 2 - �' o[ _ �-_ ::� r:� '� 6, ) .We� N t�'�� , � . NDTTH H. DL'I'CHER STATE AUDITOR ai-�s� 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 � An Equal Opportunity Employer e �l 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' �' `� ` � � � jJ JUDITH H. DUTCHER GREG HIERLINGER, CPA STATE AUDITOR DEPUTY STATE AUDITOR May 30, 2000 2 � r C. J l� � E� � � �� � � � � �� � � � � 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. oi ��s� 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 � C�� rs� 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 oi-�5 � 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. � � � � Index l� � � � � �� � � � � � � � 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 � c�i-rs� or-(sSr 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. �l � � � � � � 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 � �� � � � 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. � � � � 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. L� �j�-iS� 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. � � � � � i � � � � � � C � � � � � � � � o/-� s� 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 or� 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 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 � � � � � � � � � � � L� � � � 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 ' vr-�s� 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 � �� � � � � �� � 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 � � � � 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 � � � E� � � � � � !j � � � � � � � 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. i� �i-�s� c��- �s'� 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] , � � � � � � � � � oi- �s� 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. � � � � � � � � 19 � � � � �� � � � � � 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 � � � � �� � � � � � � r� � � � , � T 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 � � � � �� � � � � � � �� � � � , � 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 � � � � � � � � � � � � � � � � � � � b/ (D Q O 01 1A Y < � W N � . 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C C C L � � t6 E N tp � C O N L� T � �� � L � C d � 2' � 3 m o o� o o x m u> F- 3 O= d -� � °' > o �yJ Q Q m U U U U W LL LL U' r L r L r L O a' fn y � �i > F- � � U N m ..�.. 28 I � � s � � � �� � � � � � o m o < o n m N rn � r O < � f") <O O t7 W �fJ A N t� K1 V � (V V tn N m b � O � 1� O� O � CO OJ 0 l'J m N �D th O t0 N st 1� fD O O m N 6� t[J CJ 1� m N < OJ � O O> (•J c7 � � tD C7 O � tO 1� IfJ t0 c') O ` 6> cf � CJ N O: f0 C�J (O (O V � N W N C'J !p PJ tp N CJ O� W p ` N I� � < < N < N W f0 O N C) < f") O I[J O M O OM (O 1� � N I� t") N Q < O h <O N N N tn N � O1 Oi N � (O � V O C N 'at � � O O tD �n � �n �n c'� � l0 (7 C'J � (O N ` C� � O (") (D G� � CJ N N O (� r o o vi c� ti r m ci (p Otl N N f") � N � 1� O � .- � N � OM c> (O m � �9 (9 M tn ^ O l7 W � OJ O R CO O (O N f0 f0 W O N T CJ M O� (O oJ �[J � � N N V 1� � � V (O N 4'!� 4� � t�J N d' O> f'J � N H O v C O� N tn � c0 1� N N c0 a V O N O � �[J O W M I� R N N O N (O (`� N O fp �(J C� v �n rn o � r M �n � � N � s � (O t9 < th c0 � M N t�l uJ � � � � O � ro W t�0 V O C oJ Q O 1� O W � (p � � N ¢ <° � N m v r� �n o � ._y m o cv o n v o N �n a o V O M 1[J m m f7 I� N H O I m N N V < c0 (O O 1� l0 t0 r o 6 w o cc �c o v ci o � < � f'J N tA th tA N � CJ N � 1� N [h I� O 1� (O Of O l7 VJ In 1� R CO N O n O r v o �o o� r �n n o m m r m v o ci <6 m o N .- a � �n v <o v m w m � � o r c� rn in n O N � � � � o� O �D N < � N N O t� � m � O O w v r oJ N N m m T m � � ` ` C N O h � W V < r co v_ �ci e � u� O N O vJ h O> O � � � G� G� T LLJ N OJ m � th N � m rn R � O t� h N o r oi � � � N h O Of M ri � M N O N �II m � C> N � M O t0 L O T � � N N `m � � a a 2� a a a m v m � s � a a � � m m � a` m = @ c >, rn n � > c� R a� a� � u�. � ¢° � � -'i Q (n O Z O r ¢' ¢' 29 b/ S�" 9 J � b,- ►S � t m v m N m v n M � co m n � m �n o m o o M �o m m rn c� o �o r � n rn r cy v �o �o <o 0 � � � V N � C (O O < O V C> N � 1� f`� < N (7 CJ oJ N < O> O � � �n r �n v �n co n m v co v a co ??�� Q 1� O O) N � G� � O c0 O (O O? °� O � � O> !D t+J � CJ !� I� H N N a � f O r V �N A N � M O h r O � v� r �n c r m c o m m � O] tf N O Q � � C Q O W � O 0 o r ` co v �n �n �n w M rn N W (D N (O V 1� < N O� O t7 h O) N (D W O Of Ot h 1A 1[� N (O O) O c�l t0 O �O o5 1� I� N � � ` (' < CO < 1� � W H � < O O fD < CJ I� N (") 1n � (D 1� m �o v c m m rn r ,�n r m rn t7 t9 � O� 1� Q t0 T O5 � A � OJ � N � � � [��J M r � N N � C � c'J M u� O1 N N N O t[� c0 I� ch N 6> I� 6) O < CJ t+J 1� � t� N <O 1� N <O N O N �fJ 1� m � ` c0 N c0 < f") W � (D ' f7 N b �[J N t0 C O) tD O 1� O N W t+J V CI � � (O < O V tn th � <o r o � � rn co m m n e n m � O O N !� c0 n .�- � t0 V c0 C) � h a ¢ C N F V N < f`� I� (V N < m rn e e � �o v w m rn n v �y �c .n �n ro v rn m �o rn v_ �v_ m O> O 1� O O W th 1� � O N O � � F O N 0 C9 N C'J C] (O V N Z ¢ N m Z U � �l m � c �o m m w �n �n m m J �O tV �D O m C'J cO t+� m N �n t[l� I�� � 2 N t") f0 N N tO b < �O O N ? Q W m �c' � ` Q oi o> � ;n N v � � d � � c� r �- y z , ¢ � 4 (n � tp (7 N N O N f7 N 41 c'� tn [n O W ch O c7 V O h th ^ 1� L� W m o c� r co m �n M m r r O Z � ui vi m a vi co oi N �i m m r F P O� N � < N b < N �(J � — � U W w � _ ~ O O H > y o � U �-' � Z m � O C F V m V Q � o ` . 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C C � K � ..7'� C L � « Q d N N y C J U ai C S j � y � 9 d � _ rn y m w r` 3 N q ry O 9 a V O N � p a c a O � a t � � m N � 1 Z C � O N C U d > N � O 0 .� O O N N N T O O� 3 � N d� d `m c C 3 N � r a : � O � L C J E Q d t y o � a 3 9 y R � N _ J N (7 N O y C @ N � y L '- C 0 0 L � Q o d L C U E R > C � 3 °' a L d .n c W d a' x d � � N � a � m > S 0 Z N C R O °—' a � 4 Q 0 � V' � 3 N d 3 N N N m Z N U N w V i' N T � N Q N 3 d � C 7 � N fi 0 _ v � O d Q N � N � N Q' � C O � m aa m c O � m y d� G 3 � C `o d d d R 3 � v L U � `o a d a' a m E � C N . 3 �' d � J d �d o!- r s� a C C U N a C � > � � � � � � � � � Q � � � W Z Z � J a m � a = F � � ` � a' LL ¢ p � � � � } � � � � � �,..,� m n � v� N r0 !O 6l � � � � � m T m (D N A � � � � � N I� W � M m � � � � � � v��n� m O� � N � t0 � m � � � � � A V h W m m m h� CJ t0 � C') Y ? N 1q C] 0 K Q N <� ~ N h � (D < V f'J � tn t0 l�O O� � N � n N � N� N � C � o n �n v co m�or � o m c� � , a �`-� � O N H � v roc� rne� � rni <o m � v v � ���� O A O (p � f0 R 6� c0 O � � < � � C :° � ? °: w J � U w = U o J � = U W C �u W a °. � `"� �� ��'z W WJJS(nJ � Y V N j=' f zaoav�ro�r � � m Z � a LL a 0 m 3 m m m � c 0 J s � m C 6 U U @ > U m : `o N 0 U 0 a � N O C N N � N m T > G � w @ a `m c m y a = m U .� m � rnm c � a' m a c 3 b C y � W T C O � L m Q d `m t v N � U ai i � � y da � � � m � � m q r ° N y d o s , d � U � d � � c a � � a � � N � J Z c �n 0 � N O U m m N i O C O R N O 0 N N N N T �j O � N � �' d � � � d � � d `0 16 t � 5 E Q `y L. y O W a 3 � m � a m C J .� N - m C m R d � � _ _ O £ .'�_. Q � v t c � � O � £ m > s � 3 m - � m ' � rn � m X m � c d m � s E 'o m � �j L 0 Z N C � � � N a � m m � R N � 3 m m 3 v N N � Z N U C 7 W 9 L' m M > m C d 3 m c > � m c N a d � 7 O w .: N £ q m q � O m C O � m Qa m c o a N d m . � _ c � _ `o m d m 'm 3 � y O U �. `o v y da m E m � w � 3 " m N O C J d d °: m 32 o1-�s� � 1 � � � � � � � � � � � N 3 � � � � � � � � � !_ 1 � > N Q N � � � � � � � � � � � � l� � �� � � � v � n m n r � r o N O� N (") N ` W m N u'� �G `� � � m O 1� (� � M CJ O O 6i � (A O fh (O N � � v L7 CO N � N � o � m o d rn m .- m m �ri u� �n n o N m � W n m N tn N < (p N (O W N � � v m r rn �a m �o � N O a r �+i M v � �ri .ri " th N c� m ` � V N M O� N ° v m v �n v N M � � m n � m M � o �o v v N N O f") ` O � r v oi e v N (O tn N N `-' < v o v v rn r m `�' O� LL'i fD � ^ m O N W � � > J U � �° y � co r � o 0 0 M N 2 p av � Q v J � � W � �.' m (� o 2 ° � C � W � £ � ¢ � n r r < � O � � N m m v � � m C�J < � < 0 < � � V 0 T M v M N 0 N m M � � � m ro N v N O rn J y c m � R C N °' � U �O^ � � > ¢o� rn�� N X C � C K ll.� y m � m � C� C 0 Q C..d_ (L f` 11 O N N � x � °' m c w O O z z ~ � m o v � � � � o r m � O (7 � � � b � N CJ t') < (O N � �n o n � , M � � rn c n � � � N � � � � N o m v �n �n v 1� O � �. � m m m rn � r o n v ^ � � � ro m m n H O < � c� m � M N W 1� �ri r , N � H m c� m in N O tn f'J � < ^ 49 o �n w r n cv vi r , m m � N � 3 � C � N � R D Ol � Q E « a � � � d m N � Q � � d p m °� E Z � � .�. o E � v m m o d E - N p, 4 N � �O � E � c y � m Z Z K 9 Q � m M v_ u� i ^ �- 1� Q tn O � b th < h 0 b � � c M � N � � � M v_ � � m r � i � � m h m rn � N 0 r 0 N � h 0 M � n N n r N � , � z 3 > O U c � � Q d E o � L 2 m� c c = li � � `o v y m.o � � W � N N (n V Y m N m C N h � � Q _ � � R 33 Of-1SFl a o 0 � o � ' � � � ( O R O n ' � M O �n o �n , o m i� m v N O O O � N R m ° o m o N � � m m h n ° o � o O � O � � m � ° o y ` � a � � m <o c � � O h n m vi � e �o W (O � �n o �r o 1� Oi � O � b m m 1[J N o co f7 N � h � � m � U O » rn C E �, R W ` p 3 � m E C q y U � O R d T � U w � y C N C � 0 n n W � R ' rn y £ � L��a 6� � � V T(n v � a o C C @ F � � N m � x o a = _ F o O � � L c] m = ovQ°' c � 3 m `c � > O a � d o y � y � V a n ,_ G U � d N � R t6 = > w � F= c 3as c ° �`� v m a� v � or-ls� _ _.�;_- 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 $10 per event increase. All of the money, as spelled out in the agreement with the Wild, for Wild hockey games wil( go the Wild, the remainder of non-Wild event parking revenues accrues to the benefit of RiverCentre. Again, the position of the Authority has been to dedicate those funds to Capital Reserves, Operating Reserves and ensuring adequate service operations at the ramp. vt- rs� uDIT02 ti 'i��C,;n co � .,q '. F:. -;,L z c.t .._�p °' - � " ,:-° :: �,- �,: S!$ � „'e:�y°� ti „� 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 - - -�,� _, -, � --- � �---� -' .� i} �Z �G —Richazd Zehring, �� ; cl �1. i c�� Date Cx:� c�k� D�;����,-- ' 2 15 a/ Erich-}Vlis .- xec iv`e ire Date �, /� ' 2 � l�ao� 1��1L{�� Corrine Haas, Accountant Date v►-�s�r � Date: February 22, 2001 To: Rick Beeson Erich Mische From: Martha Fuller Re: Follow up — Finance Meetin� Discussion I. State of Minnesota Financial Audit � bj�� O � �, �„ 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. =�� XCeI Energy C=: c��-�s� 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 bt- is� 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 bl - � S�f 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: Ul- ISFl 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). -2- ot- ts8 (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. -3- o� (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 -4- ot-ts� 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: -5- o►-�S� (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 � v[-issr 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 -7- c��-rs� (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 � di-r5� 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 � o� -iS� 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. -10- oi-r5 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), -11- vi-�s� (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 -12- ot - �sY 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. -13- v�- is�' 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 -14- 61� t5� 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. -15- oi- �5Y 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 -16- ot- rsF� (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. -17- Ol- [S�' 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. � o�- is F� 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 -19- oi- �5� 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 -20- oi-�s� 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 -21- o�- � s�' 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. -22- o�- �s� 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 -23- oi- �s$ 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. -24- ��-is� 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 -25- C�l- �SSl 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). -26- oi - �s� (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.) _�7_ oi-ts� (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). � OI - tSS� 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 -29- o�- �sFl (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. -30- o�- �s� (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 -3 I - o�- �s� 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; -32- O 1 i 58 (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. -33- bl- �SFf (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 -34- o�- is� 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. -35- bl-tSSs (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. -36- bl- �SS (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. -37- p1- t5`� 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 $J�n[ Pa4I QUE9R INC�` i+.1 \tf9AGP.Gc�?WK01 � � r ti A T q�02oOa �.°_,mAfvu+_ d C w s o O � mbm^a� 33v:? w i _ m � — �''9 �U Dy A A N �� N N � � V � O d � � d N�A � roo V J • • • N ' o O A V N �O I�L ' �� �c �� o 0 O N 0 m L O • A � Z j� m m � � � n y a N P O 4 ���TE-Vy .� P m O n 4 O Z m S V y m v n — m = 'n a o�. v N 0 � m j y y e � 9 0 � __ v � 3 a � C-i�03—ND9� � y'OTZp� OOy dND< < �emS°nn@ Esx2`an°°nm"2°o3 'ms�3-Om m�ca ^ a »ao0 m_'v�eaz �mm 3mn _ wpmm _ =� a n pm N=�' a >° m � _ � 0 A n 'm 9 n. �J m _ i �_ ry �^ m n m e m o 3° N o � ° 3' m n >Z o3 i�e � mn m � n ° o 0 o � p o � ' e � o 0 n � `� � s m + a ^ m' A 3 N O 'f� � a N fT �O �NP�OV O O+ i.N (il pp oovJW O O O O V > A O 0 I J w I m.�.. - �i p � I�AYJ�OqVN>O�p N ����� r p m 0 > � r �� ���iN.-. 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O �< im 4) A O OZ A� m n'� y 0 0 < 9 A T X n Y A 4 � ° -. :, ti > ; x ._, - a , EwrttlnGOme IueaRenlsS Seiv�xuuama BaxOFice Tom[ Event Imoma D'vetl EveNEzCe+be Dlrec[ EvenlKUlinwme Anc�lary Income Faatl S Be+zrape lbtel6ec FacffyF¢ec Paiifing TalalAnclliary Ircome Tolai Event& Mcl. ineome 07Fir�pen[ing Income Padirg AdVe`ESinp Spwvurship L�1GrdlWrqwa I��t ORce Space1Ce117mrer Re�R AG$cp7aneou5 Totalalherinrorno Atljusletl G�osc Ircome indirsctExDencas 6ewtlue RirercmCe AulFp�iry Alarketi�y Fnarcs Op¢ratluts Bwc Olfice Ouefiead PaM1T9 �mp 7oral OepaRrtran[ Exyertse FxDenSesAliocatea m Evenh HetlndieclExpenses � Ope2clnQ Income Dobtservfn 4csTI8oM OeM Sl�ce Less PedeStrian Cenr�xEon l.ess Ft�u�v liaze in@re5t ialai Debl6eNite Inwme aeiore apeam ana Hon items Special ltams less SelilemenNNSP refund LeSS Ram➢ Repalrs & ResoretlDn Iess Wi�ire Rerwva5in Nonushitems 3.etz Equip 4ase Princi}al DepretiatimfwLiybldj NN Werabiy Inoa�'e 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) f02.610 I �oa,oa� 0 t� � N � � ro 0 0 r [i7 r o� 1.� ro '�7 a � � 0 0 r � 0 k+ 0 bl- t5� Of- lS� b(-iS�j o�-t5k .�� �.+m coc� ur uemcr er'i or- �SFs oi-�5 � nF!` ,mY�DeF11Al OFFR AGT �f � o�- �s� Oi- �S� „ . t�sr�tn�.o4ce)�tMZ/�FFirFarF oi-►s�' � . �cnv„meon�uonovwr_oeamnrr S {{ � �' \' ^ � ' _ �'r ..���. �� . :��, .�. �� . ..••.� �. - . � ."� '� �� �� �'`, ) �. � s �� � .. � .'.' ..�. '.i ��� _ � _ .< � . " _ a . � � -• - >, � ,t.`' }3 �v � �NTRfl`C3E.l��ORI�` ��GT[Ot�f - � �� � � Y � ; , N� 'i"" .�u,......-�? ? , ,..., tl ..� I....�_,.a �� �-�+ __�.,k .'s. x m .n ^ _ .. � �_.�:.N:F"' �s .ma.� "k.s ..'�� �., } � � � � * � � � � � ��� ' - '{' �� e - ..:ua _4' -,�", �_. ,a��. „ W .�. '�_ , ,.� .,�, .� . _ , .., ., ,:. r .,,. .., ; .. . ... ._ ., ^� i.d.ae..s- " � .._* � F �� .� � ... . �.. . . , .,.. .. . .. s , . _.. _ __ u,- _ ' . ,..:°' .. _ . , .. _ .. .. .. .__ _ � , , ' � ' , , � , ' � ' , � , , , ,� 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. ii °�`" 1 1 C _� lJ r i ,� , � v�-lsFr 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. 1�,' lJ ' � � � i ' O 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. iii c�-i5 sr 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. iv � lJ � � � � ,� , � ' l� � � 1 � � � � � C��-rsr 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. v c��-jsg � 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 '7 vi C�/- /S� 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. � Respect itted� � � Erich Mische Executive Director ,' i �>; t �I 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. viii � i � � �J �� , � �� � � �� C J � � � �� L_1 � o�- is� 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 1X � � u � _1 � � 1 � �J ' � � � � � � � . A�yDITOg O �.�m.,. ��.' 3 F:� -y 2 - �' o[ _ �-_ ::� r:� '� 6, ) .We� N t�'�� , � . NDTTH H. DL'I'CHER STATE AUDITOR ai-�s� 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 � An Equal Opportunity Employer e �l 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' �' `� ` � � � jJ JUDITH H. DUTCHER GREG HIERLINGER, CPA STATE AUDITOR DEPUTY STATE AUDITOR May 30, 2000 2 � r C. J l� � E� � � �� � � � � �� � � � � 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. oi ��s� 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 � C�� rs� 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 oi-�5 � 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. � � � � Index l� � � � � �� � � � � � � � 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 � c�i-rs� or-(sSr 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. �l � � � � � � 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 � �� � � � 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. � � � � 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. L� �j�-iS� 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. � � � � � i � � � � � � C � � � � � � � � o/-� s� 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 or� 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 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 � � � � � � � � � � � L� � � � 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 ' vr-�s� 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 � �� � � � � �� � 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 � � � � 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 � � � E� � � � � � !j � � � � � � � 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. i� �i-�s� c��- �s'� 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] , � � � � � � � � � oi- �s� 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. � � � � � � � � 19 � � � � �� � � � � � 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 � � � � �� � � � � � � r� � � � , � T 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 � � � � �� � � � � � � �� � � � , � 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 � � � � � � � � � � � � � � � � � � � b/ (D Q O 01 1A Y < � W N � . 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C C C L � � t6 E N tp � C O N L� T � �� � L � C d � 2' � 3 m o o� o o x m u> F- 3 O= d -� � °' > o �yJ Q Q m U U U U W LL LL U' r L r L r L O a' fn y � �i > F- � � U N m ..�.. 28 I � � s � � � �� � � � � � o m o < o n m N rn � r O < � f") <O O t7 W �fJ A N t� K1 V � (V V tn N m b � O � 1� O� O � CO OJ 0 l'J m N �D th O t0 N st 1� fD O O m N 6� t[J CJ 1� m N < OJ � O O> (•J c7 � � tD C7 O � tO 1� IfJ t0 c') O ` 6> cf � CJ N O: f0 C�J (O (O V � N W N C'J !p PJ tp N CJ O� W p ` N I� � < < N < N W f0 O N C) < f") O I[J O M O OM (O 1� � N I� t") N Q < O h <O N N N tn N � O1 Oi N � (O � V O C N 'at � � O O tD �n � �n �n c'� � l0 (7 C'J � (O N ` C� � O (") (D G� � CJ N N O (� r o o vi c� ti r m ci (p Otl N N f") � N � 1� O � .- � N � OM c> (O m � �9 (9 M tn ^ O l7 W � OJ O R CO O (O N f0 f0 W O N T CJ M O� (O oJ �[J � � N N V 1� � � V (O N 4'!� 4� � t�J N d' O> f'J � N H O v C O� N tn � c0 1� N N c0 a V O N O � �[J O W M I� R N N O N (O (`� N O fp �(J C� v �n rn o � r M �n � � N � s � (O t9 < th c0 � M N t�l uJ � � � � O � ro W t�0 V O C oJ Q O 1� O W � (p � � N ¢ <° � N m v r� �n o � ._y m o cv o n v o N �n a o V O M 1[J m m f7 I� N H O I m N N V < c0 (O O 1� l0 t0 r o 6 w o cc �c o v ci o � < � f'J N tA th tA N � CJ N � 1� N [h I� O 1� (O Of O l7 VJ In 1� R CO N O n O r v o �o o� r �n n o m m r m v o ci <6 m o N .- a � �n v <o v m w m � � o r c� rn in n O N � � � � o� O �D N < � N N O t� � m � O O w v r oJ N N m m T m � � ` ` C N O h � W V < r co v_ �ci e � u� O N O vJ h O> O � � � G� G� T LLJ N OJ m � th N � m rn R � O t� h N o r oi � � � N h O Of M ri � M N O N �II m � C> N � M O t0 L O T � � N N `m � � a a 2� a a a m v m � s � a a � � m m � a` m = @ c >, rn n � > c� R a� a� � u�. � ¢° � � -'i Q (n O Z O r ¢' ¢' 29 b/ S�" 9 J � b,- ►S � t m v m N m v n M � co m n � m �n o m o o M �o m m rn c� o �o r � n rn r cy v �o �o <o 0 � � � V N � C (O O < O V C> N � 1� f`� < N (7 CJ oJ N < O> O � � �n r �n v �n co n m v co v a co ??�� Q 1� O O) N � G� � O c0 O (O O? °� O � � O> !D t+J � CJ !� I� H N N a � f O r V �N A N � M O h r O � v� r �n c r m c o m m � O] tf N O Q � � C Q O W � O 0 o r ` co v �n �n �n w M rn N W (D N (O V 1� < N O� O t7 h O) N (D W O Of Ot h 1A 1[� N (O O) O c�l t0 O �O o5 1� I� N � � ` (' < CO < 1� � W H � < O O fD < CJ I� N (") 1n � (D 1� m �o v c m m rn r ,�n r m rn t7 t9 � O� 1� Q t0 T O5 � A � OJ � N � � � [��J M r � N N � C � c'J M u� O1 N N N O t[� c0 I� ch N 6> I� 6) O < CJ t+J 1� � t� N <O 1� N <O N O N �fJ 1� m � ` c0 N c0 < f") W � (D ' f7 N b �[J N t0 C O) tD O 1� O N W t+J V CI � � (O < O V tn th � <o r o � � rn co m m n e n m � O O N !� c0 n .�- � t0 V c0 C) � h a ¢ C N F V N < f`� I� (V N < m rn e e � �o v w m rn n v �y �c .n �n ro v rn m �o rn v_ �v_ m O> O 1� O O W th 1� � O N O � � F O N 0 C9 N C'J C] (O V N Z ¢ N m Z U � �l m � c �o m m w �n �n m m J �O tV �D O m C'J cO t+� m N �n t[l� I�� � 2 N t") f0 N N tO b < �O O N ? 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Q � v t c � � O � £ m > s � 3 m - � m ' � rn � m X m � c d m � s E 'o m � �j L 0 Z N C � � � N a � m m � R N � 3 m m 3 v N N � Z N U C 7 W 9 L' m M > m C d 3 m c > � m c N a d � 7 O w .: N £ q m q � O m C O � m Qa m c o a N d m . � _ c � _ `o m d m 'm 3 � y O U �. `o v y da m E m � w � 3 " m N O C J d d °: m 32 o1-�s� � 1 � � � � � � � � � � � N 3 � � � � � � � � � !_ 1 � > N Q N � � � � � � � � � � � � l� � �� � � � v � n m n r � r o N O� N (") N ` W m N u'� �G `� � � m O 1� (� � M CJ O O 6i � (A O fh (O N � � v L7 CO N � N � o � m o d rn m .- m m �ri u� �n n o N m � W n m N tn N < (p N (O W N � � v m r rn �a m �o � N O a r �+i M v � �ri .ri " th N c� m ` � V N M O� N ° v m v �n v N M � � m n � m M � o �o v v N N O f") ` O � r v oi e v N (O tn N N `-' < v o v v rn r m `�' O� LL'i fD � ^ m O N W � � > J U � �° y � co r � o 0 0 M N 2 p av � Q v J � � W � �.' m (� o 2 ° � C � W � £ � ¢ � n r r < � O � � N m m v � � m C�J < � < 0 < � � V 0 T M v M N 0 N m M � � � m ro N v N O rn J y c m � R C N °' � U �O^ � � > ¢o� rn�� N X C � C K ll.� y m � m � C� C 0 Q C..d_ (L f` 11 O N N � x � °' m c w O O z z ~ � m o v � � � � o r m � O (7 � � � b � N CJ t') < (O N � �n o n � , M � � rn c n � � � N � � � � N o m v �n �n v 1� O � �. � m m m rn � r o n v ^ � � � ro m m n H O < � c� m � M N W 1� �ri r , N � H m c� m in N O tn f'J � < ^ 49 o �n w r n cv vi r , m m � N � 3 � C � N � R D Ol � Q E « a � � � d m N � Q � � d p m °� E Z � � .�. o E � v m m o d E - N p, 4 N � �O � E � c y � m Z Z K 9 Q � m M v_ u� i ^ �- 1� Q tn O � b th < h 0 b � � c M � N � � � M v_ � � m r � i � � m h m rn � N 0 r 0 N � h 0 M � n N n r N � , � z 3 > O U c � � Q d E o � L 2 m� c c = li � � `o v y m.o � � W � N N (n V Y m N m C N h � � Q _ � � R 33 Of-1SFl a o 0 � o � ' � � � ( O R O n ' � M O �n o �n , o m i� m v N O O O � N R m ° o m o N � � m m h n ° o � o O � O � � m � ° o y ` � a � � m <o c � � O h n m vi � e �o W (O � �n o �r o 1� Oi � O � b m m 1[J N o co f7 N � h � � m � U O » rn C E �, R W ` p 3 � m E C q y U � O R d T � U w � y C N C � 0 n n W � R ' rn y £ � L��a 6� � � V T(n v � a o C C @ F � � N m � x o a = _ F o O � � L c] m = ovQ°' c � 3 m `c � > O a � d o y � y � V a n ,_ G U � d N � R t6 = > w � F= c 3as c ° �`� v m a� v � or-ls� _ _.�;_- 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 $10 per event increase. All of the money, as spelled out in the agreement with the Wild, for Wild hockey games wil( go the Wild, the remainder of non-Wild event parking revenues accrues to the benefit of RiverCentre. Again, the position of the Authority has been to dedicate those funds to Capital Reserves, Operating Reserves and ensuring adequate service operations at the ramp. vt- rs� uDIT02 ti 'i��C,;n co � .,q '. F:. -;,L z c.t .._�p °' - � " ,:-° :: �,- �,: S!$ � „'e:�y°� ti „� 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 - - -�,� _, -, � --- � �---� -' .� i} �Z �G —Richazd Zehring, �� ; cl �1. i c�� Date Cx:� c�k� D�;����,-- ' 2 15 a/ Erich-}Vlis .- xec iv`e ire Date �, /� ' 2 � l�ao� 1��1L{�� Corrine Haas, Accountant Date v►-�s�r � Date: February 22, 2001 To: Rick Beeson Erich Mische From: Martha Fuller Re: Follow up — Finance Meetin� Discussion I. State of Minnesota Financial Audit � bj�� O � �, �„ 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. =�� XCeI Energy C=: c��-�s� 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 bt- is� 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 bl - � S�f 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: Ul- ISFl 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). -2- ot- ts8 (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. -3- o� (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 -4- ot-ts� 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: -5- o►-�S� (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 � v[-issr 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 -7- c��-rs� (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 � di-r5� 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 � o� -iS� 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. -10- oi-r5 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), -11- vi-�s� (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 -12- ot - �sY 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. -13- v�- is�' 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 -14- 61� t5� 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. -15- oi- �5Y 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 -16- ot- rsF� (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. -17- Ol- [S�' 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. � o�- is F� 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 -19- oi- �5� 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 -20- oi-�s� 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 -21- o�- � s�' 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. -22- o�- �s� 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 -23- oi- �s$ 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. -24- ��-is� 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 -25- C�l- �SSl 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). -26- oi - �s� (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.) _�7_ oi-ts� (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). � OI - tSS� 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 -29- o�- �sFl (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. -30- o�- �s� (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 -3 I - o�- �s� 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; -32- O 1 i 58 (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. -33- bl- �SFf (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 -34- o�- is� 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. -35- bl-tSSs (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. -36- bl- �SS (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. -37- p1- t5`� 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 � � r ti A T q�02oOa �.°_,mAfvu+_ d C w s o O � mbm^a� 33v:? w i _ m � — �''9 �U Dy A A N �� N N � � V � O d � � d N�A � roo V J • • • N ' o O A V N �O I�L ' �� �c �� o 0 O N 0 m L O • A � Z j� m m � � � n y a N P O 4 ���TE-Vy .� P m O n 4 O Z m S V y m v n — m = 'n a o�. v N 0 � m j y y e � 9 0 � __ v � 3 a � C-i�03—ND9� � y'OTZp� OOy dND< < �emS°nn@ Esx2`an°°nm"2°o3 'ms�3-Om m�ca ^ a »ao0 m_'v�eaz �mm 3mn _ wpmm _ =� a n pm N=�' a >° m � _ � 0 A n 'm 9 n. �J m _ i �_ ry �^ m n m e m o 3° N o � ° 3' m n >Z o3 i�e � mn m � n ° o 0 o � p o � ' e � o 0 n � `� � s m + a ^ m' A 3 N O 'f� � a N fT �O �NP�OV O O+ i.N (il pp oovJW O O O O V > A O 0 I J w I m.�.. - �i p � I�AYJ�OqVN>O�p N ����� r p m 0 > � r �� ���iN.-. J PA JaN � A O �'No � J Y O A VPO 0 �V0 OoY AVm G � � r U� o O OJ� O Y V O➢p YOC � �� ��� Am�J — =DOOo � �� � �m � 00 11'Npa0 O 'O '4i� O f�JNY AN �� N�W . mP A�N 00 N m ��Np NvAmJmY ONNaV P �➢ m 0+ u�0 m PmH�WOP m V4i(oOiJV m>�AOW LaAAnW H p ➢ m � N�O O N V J m w O�+L�± N v�0 A dNarndONm p m N+mYA _ . 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'.i ��� _ � _ .< � . " _ a . � � -• - >, � ,t.`' }3 �v � �NTRfl`C3E.l��ORI�` ��GT[Ot�f - � �� � � Y � ; , N� 'i"" .�u,......-�? ? , ,..., tl ..� I....�_,.a �� �-�+ __�.,k .'s. x m .n ^ _ .. � �_.�:.N:F"' �s .ma.� "k.s ..'�� �., } � � � � * � � � � � ��� ' - '{' �� e - ..:ua _4' -,�", �_. ,a��. „ W .�. '�_ , ,.� .,�, .� . _ , .., ., ,:. r .,,. .., ; .. . ... ._ ., ^� i.d.ae..s- " � .._* � F �� .� � ... . �.. . . , .,.. .. . .. s , . _.. _ __ u,- _ ' . ,..:°' .. _ . , .. _ .. .. .. .__ _ � , , ' � ' , , � , ' � ' , � , , , ,� 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. ii °�`" 1 1 C _� lJ r i ,� , � v�-lsFr 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. 1�,' lJ ' � � � i ' O 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. iii c�-i5 sr 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. iv � lJ � � � � ,� , � ' l� � � 1 � � � � � C��-rsr 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. v c��-jsg � 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 '7 vi C�/- /S� 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. � Respect itted� � � Erich Mische Executive Director ,' i �>; t �I 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. viii � i � � �J �� , � �� � � �� C J � � � �� L_1 � o�- is� 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 1X � � u � _1 � � 1 � �J ' � � � � � � � . A�yDITOg O �.�m.,. ��.' 3 F:� -y 2 - �' o[ _ �-_ ::� r:� '� 6, ) .We� N t�'�� , � . NDTTH H. DL'I'CHER STATE AUDITOR ai-�s� 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 � An Equal Opportunity Employer e �l 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' �' `� ` � � � jJ JUDITH H. DUTCHER GREG HIERLINGER, CPA STATE AUDITOR DEPUTY STATE AUDITOR May 30, 2000 2 � r C. J l� � E� � � �� � � � � �� � � � � 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. oi ��s� 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 � C�� rs� 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 oi-�5 � 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. � � � � Index l� � � � � �� � � � � � � � 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 � c�i-rs� or-(sSr 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. �l � � � � � � 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 � �� � � � 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. � � � � 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. L� �j�-iS� 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. � � � � � i � � � � � � C � � � � � � � � o/-� s� 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 or� 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 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 � � � � � � � � � � � L� � � � 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 ' vr-�s� 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 � �� � � � � �� � 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 � � � � 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 � � � E� � � � � � !j � � � � � � � 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. i� �i-�s� c��- �s'� 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] , � � � � � � � � � oi- �s� 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. � � � � � � � � 19 � � � � �� � � � � � 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 � � � � �� � � � � � � r� � � � , � T 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 � � � � �� � � � � � � �� � � � , � 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 � � � � � � � � � � � � � � � � � � � b/ (D Q O 01 1A Y < � W N � . 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C C C L � � t6 E N tp � C O N L� T � �� � L � C d � 2' � 3 m o o� o o x m u> F- 3 O= d -� � °' > o �yJ Q Q m U U U U W LL LL U' r L r L r L O a' fn y � �i > F- � � U N m ..�.. 28 I � � s � � � �� � � � � � o m o < o n m N rn � r O < � f") <O O t7 W �fJ A N t� K1 V � (V V tn N m b � O � 1� O� O � CO OJ 0 l'J m N �D th O t0 N st 1� fD O O m N 6� t[J CJ 1� m N < OJ � O O> (•J c7 � � tD C7 O � tO 1� IfJ t0 c') O ` 6> cf � CJ N O: f0 C�J (O (O V � N W N C'J !p PJ tp N CJ O� W p ` N I� � < < N < N W f0 O N C) < f") O I[J O M O OM (O 1� � N I� t") N Q < O h <O N N N tn N � O1 Oi N � (O � V O C N 'at � � O O tD �n � �n �n c'� � l0 (7 C'J � (O N ` C� � O (") (D G� � CJ N N O (� r o o vi c� ti r m ci (p Otl N N f") � N � 1� O � .- � N � OM c> (O m � �9 (9 M tn ^ O l7 W � OJ O R CO O (O N f0 f0 W O N T CJ M O� (O oJ �[J � � N N V 1� � � V (O N 4'!� 4� � t�J N d' O> f'J � N H O v C O� N tn � c0 1� N N c0 a V O N O � �[J O W M I� R N N O N (O (`� N O fp �(J C� v �n rn o � r M �n � � N � s � (O t9 < th c0 � M N t�l uJ � � � � O � ro W t�0 V O C oJ Q O 1� O W � (p � � N ¢ <° � N m v r� �n o � ._y m o cv o n v o N �n a o V O M 1[J m m f7 I� N H O I m N N V < c0 (O O 1� l0 t0 r o 6 w o cc �c o v ci o � < � f'J N tA th tA N � CJ N � 1� N [h I� O 1� (O Of O l7 VJ In 1� R CO N O n O r v o �o o� r �n n o m m r m v o ci <6 m o N .- a � �n v <o v m w m � � o r c� rn in n O N � � � � o� O �D N < � N N O t� � m � O O w v r oJ N N m m T m � � ` ` C N O h � W V < r co v_ �ci e � u� O N O vJ h O> O � � � G� G� T LLJ N OJ m � th N � m rn R � O t� h N o r oi � � � N h O Of M ri � M N O N �II m � C> N � M O t0 L O T � � N N `m � � a a 2� a a a m v m � s � a a � � m m � a` m = @ c >, rn n � > c� R a� a� � u�. � ¢° � � -'i Q (n O Z O r ¢' ¢' 29 b/ S�" 9 J � b,- ►S � t m v m N m v n M � co m n � m �n o m o o M �o m m rn c� o �o r � n rn r cy v �o �o <o 0 � � � V N � C (O O < O V C> N � 1� f`� < N (7 CJ oJ N < O> O � � �n r �n v �n co n m v co v a co ??�� Q 1� O O) N � G� � O c0 O (O O? °� O � � O> !D t+J � CJ !� I� H N N a � f O r V �N A N � M O h r O � v� r �n c r m c o m m � O] tf N O Q � � C Q O W � O 0 o r ` co v �n �n �n w M rn N W (D N (O V 1� < N O� O t7 h O) N (D W O Of Ot h 1A 1[� N (O O) O c�l t0 O �O o5 1� I� N � � ` (' < CO < 1� � W H � < O O fD < CJ I� N (") 1n � (D 1� m �o v c m m rn r ,�n r m rn t7 t9 � O� 1� Q t0 T O5 � A � OJ � N � � � [��J M r � N N � C � c'J M u� O1 N N N O t[� c0 I� ch N 6> I� 6) O < CJ t+J 1� � t� N <O 1� N <O N O N �fJ 1� m � ` c0 N c0 < f") W � (D ' f7 N b �[J N t0 C O) tD O 1� O N W t+J V CI � � (O < O V tn th � <o r o � � rn co m m n e n m � O O N !� c0 n .�- � t0 V c0 C) � h a ¢ C N F V N < f`� I� (V N < m rn e e � �o v w m rn n v �y �c .n �n ro v rn m �o rn v_ �v_ m O> O 1� O O W th 1� � O N O � � F O N 0 C9 N C'J C] (O V N Z ¢ N m Z U � �l m � c �o m m w �n �n m m J �O tV �D O m C'J cO t+� m N �n t[l� I�� � 2 N t") f0 N N tO b < �O O N ? Q W m �c' � ` Q oi o> � ;n N v � � d � � c� r �- y z , ¢ � 4 (n � tp (7 N N O N f7 N 41 c'� tn [n O W ch O c7 V O h th ^ 1� L� W m o c� r co m �n M m r r O Z � ui vi m a vi co oi N �i m m r F P O� N � < N b < N �(J � — � U W w � _ ~ O O H > y o � U �-' � Z m � O C F V m V Q � o ` . C W Z U � C � V � n N m ] W W O tO 3 = N � � E E � N U � E � a � 'c � c >• �rn n ° > c „° v w C a - ii � 4 � � � ¢ m O Z � t � � � � � � m O � � N r N b C � N N N m r t+J r N � � � T vi m N f0 m N N N N II N � N e � � � � � � � � �' V m � � � v � � � � � � � � � � 0 � 0 LL) � 0 m � e M e N M a CJ e � 0 M 0 � 0 � `o N � d _ m � m y � � 0 y a N y U d C U U y N d o > � C7 K � � � > N � � � � � , � � � � � ¢ � � W Z � Z � J a " a � � ¢ Z �` � Q LL y � O � ~ W U � W � � = y F- ¢ � � F- O � � � O � � W O a � � � c ~ Z � W � ' � � y da � � CJ N C� m OJ N h h r � � Gl N � � � � � � � � N N O O O O O (D (O [O t� n� f7 TJ V N f0 � � O � T � r � n � ? o � � � N CJ t'J C9 (�J (`� � N LL') CO � ��- N N �- N �.� W W OJ ��, �� N N � N N 1n 'Q 1� 1� C�fJ N� 1� � V' O V� � � 1� 6) o) � �� I\ ' aV O .- N ro �no�n inrn<o <nc� W 1� [") Of (D � W LL'J f7 N W V t� O C1 C> O a1 W � � (D m �(J � � N � CJ � o�nvrnc.irn�n orm f7 N l0 t") � l7 N� f0 ln N ��„ � v) O I� �� N � n V m � .- N inoro �nmm rnrn r m O N O N� N�� p N f`�J (D � � R O�i ��� N �� C� n� W O N OJ N O IIJ OJ <O W O 1� (O � � ul �? � N �^ th N N N� � N f7 CJ � O � � K t�0 C� � � O� �^ N b 6� < V m W N�� t+J V V N R t0 N � � tn t� Q � n �(D :.°. �° .'? °� 6 � N m o � « p J W y J J y 7 y � ` y Z V � C y � � Hl m � c p y i?�o � `-°'� U y� � � ; � T W � � � OlZ = c tA yN �y W K 3� y� � � ry� a c7 ` Z m � m J'� (/J W J Y o_o.n o d�o � � oQ d' E E E a o c+ >� 'n �- a� K �ino dainaiin� m RJ N O (O ' W f0 M r � C'l m v o CJ � O Q N R h 6� t�(J N N N h �tJ � rn v N T � N N f'l tn t"J v c� M t[J W < N N rn �n m rn � rn N t` O f7 N u� v ro (D � O V � O f�J N � M O K m � th A N � N N � � ^ � f��J N � � � O N N (O (h h r � ai ? 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C C � K � ..7'� C L � « Q d N N y C J U ai C S j � y � 9 d � _ rn y m w r` 3 N q ry O 9 a V O N � p a c a O � a t � � m N � 1 Z C � O N C U d > N � O 0 .� O O N N N T O O� 3 � N d� d `m c C 3 N � r a : � O � L C J E Q d t y o � a 3 9 y R � N _ J N (7 N O y C @ N � y L '- C 0 0 L � Q o d L C U E R > C � 3 °' a L d .n c W d a' x d � � N � a � m > S 0 Z N C R O °—' a � 4 Q 0 � V' � 3 N d 3 N N N m Z N U N w V i' N T � N Q N 3 d � C 7 � N fi 0 _ v � O d Q N � N � N Q' � C O � m aa m c O � m y d� G 3 � C `o d d d R 3 � v L U � `o a d a' a m E � C N . 3 �' d � J d �d o!- r s� a C C U N a C � > � � � � � � � � � Q � � � W Z Z � J a m � a = F � � ` � a' LL ¢ p � � � � } � � � � � �,..,� m n � v� N r0 !O 6l � � � � � m T m (D N A � � � � � N I� W � M m � � � � � � v��n� m O� � N � t0 � m � � � � � A V h W m m m h� CJ t0 � C') Y ? 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Q � v t c � � O � £ m > s � 3 m - � m ' � rn � m X m � c d m � s E 'o m � �j L 0 Z N C � � � N a � m m � R N � 3 m m 3 v N N � Z N U C 7 W 9 L' m M > m C d 3 m c > � m c N a d � 7 O w .: N £ q m q � O m C O � m Qa m c o a N d m . � _ c � _ `o m d m 'm 3 � y O U �. `o v y da m E m � w � 3 " m N O C J d d °: m 32 o1-�s� � 1 � � � � � � � � � � � N 3 � � � � � � � � � !_ 1 � > N Q N � � � � � � � � � � � � l� � �� � � � v � n m n r � r o N O� N (") N ` W m N u'� �G `� � � m O 1� (� � M CJ O O 6i � (A O fh (O N � � v L7 CO N � N � o � m o d rn m .- m m �ri u� �n n o N m � W n m N tn N < (p N (O W N � � v m r rn �a m �o � N O a r �+i M v � �ri .ri " th N c� m ` � V N M O� N ° v m v �n v N M � � m n � m M � o �o v v N N O f") ` O � r v oi e v N (O tn N N `-' < v o v v rn r m `�' O� LL'i fD � ^ m O N W � � > J U � �° y � co r � o 0 0 M N 2 p av � Q v J � � W � �.' m (� o 2 ° � C � W � £ � ¢ � n r r < � O � � N m m v � � m C�J < � < 0 < � � V 0 T M v M N 0 N m M � � � m ro N v N O rn J y c m � R C N °' � U �O^ � � > ¢o� rn�� N X C � C K ll.� y m � m � C� C 0 Q C..d_ (L f` 11 O N N � x � °' m c w O O z z ~ � m o v � � � � o r m � O (7 � � � b � N CJ t') < (O N � �n o n � , M � � rn c n � � � N � � � � N o m v �n �n v 1� O � �. � m m m rn � r o n v ^ � � � ro m m n H O < � c� m � M N W 1� �ri r , N � H m c� m in N O tn f'J � < ^ 49 o �n w r n cv vi r , m m � N � 3 � C � N � R D Ol � Q E « a � � � d m N � Q � � d p m °� E Z � � .�. o E � v m m o d E - N p, 4 N � �O � E � c y � m Z Z K 9 Q � m M v_ u� i ^ �- 1� Q tn O � b th < h 0 b � � c M � N � � � M v_ � � m r � i � � m h m rn � N 0 r 0 N � h 0 M � n N n r N � , � z 3 > O U c � � Q d E o � L 2 m� c c = li � � `o v y m.o � � W � N N (n V Y m N m C N h � � Q _ � � R 33 Of-1SFl a o 0 � o � ' � � � ( O R O n ' � M O �n o �n , o m i� m v N O O O � N R m ° o m o N � � m m h n ° o � o O � O � � m � ° o y ` � a � � m <o c � � O h n m vi � e �o W (O � �n o �r o 1� Oi � O � b m m 1[J N o co f7 N � h � � m � U O » rn C E �, R W ` p 3 � m E C q y U � O R d T � U w � y C N C � 0 n n W � R ' rn y £ � L��a 6� � � V T(n v � a o C C @ F � � N m � x o a = _ F o O � � L c] m = ovQ°' c � 3 m `c � > O a � d o y � y � V a n ,_ G U � d N � R t6 = > w � F= c 3as c ° �`� v m a� v � or-ls� _ _.�;_- 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