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HomeMy WebLinkAbout1998-04-27 PRC Packetiliwater 14) THE BIRTHPLACE OF MINNESOTA STILLWATER PARKS AND RECREATION BOARD MEETING NOTICE APRIL 27, 1998 The Stillwater Parks and Recreation Board will meet Monday, April 27, 1998 at 7:00 p.m. at City Hall in the Council Chambers Conference Room, 216 North 4th Street, Stillwater. AGENDA: 1. Approval of March 23, 1998 minutes. 2. Park Master Plan. 3. Fred Francis — Request to place hot dog stand in Lowell Park during certain events. 4. Sports Management Agreement and projected budget for 1998-1999 season. 5. Skateboarding and in -line skate facilities. 6. Report from Tim Thomsen, Parks Director (Skateboard). 7. New Business. 8. Old Business. CITY HALL: 216 NORTH FOURTH STILLWATER, MINNESOTA 55082 PHONE: 612-439-6121 MEMORANDUM TO: Park and Recreation Commission FR: City Coordinator RE: Items for meeting DA: Apri123, 1998 Sports facilities management agreement I have enclosed a copy of the proposed management agreement between the City of Stillwater and St. Croix Caterer's for the management and operations of the Lily Lake Arena and the new Sports Complex. The agreement is different than the current agreement between the City and St. Croix in that the current agreement is actually a lease of the Lily Lake facility. The proposed agreement would require the city to pay a management fee (5% of gross revenues not to exceed $35,000), all personal service cost as well as the operating costs. However, the personal service costs will be paid to St. Croix on a billable basis and not directly to any of the personnel (who will be employees of St. Croix). Further, purchases of goods and services as well as all revenues will be paid from and placed in a separate city account. In other words the City will pay for goods and services and will receive all revenues in the same manner as other city funds are handled. The personal service part of the agreement will be listed in a separate exhibit, which will become part of the agreement. The exhibit (which I hope to have for the meeting) will be a detailed list of hourly rates and the estimated number of hours related to each employee classification. However, it is understood that the personal service cost is a function of activity/sales. Therefore, personal service expenditures could be higher or lower depending upon the level of activity/sales for the facilities. This would also apply to the goods and services portion of the estimated budget. I can discuss the proposed agreement and the estimated budget with you further at the meeting. Parks Master Plan I have enclosed a copy of the report and recommendation that Steve Russell presented to the City Council on April 21 in regards to a parks master plan. The Council approved the recommendation and directed Steve to meet with the Commission to discuss the plan contents and other considerations related to a master plan. Steve will be at the meeting Monday to discuss the proposed plan development with you and to seek further direction in regards to the plan. Skateboarding and in- line skate facilities Tim and I met with Tom Schwietz (Director of the Teen Center) and Bill Soukup (in -line skating enthusiast) to discuss issues related to skateboarding and in -line skating facilities. The parties are recommending the following: 1. Provide financial support in the amount of $3100 for the construction of a skateboard facilities at the Teen Center (actually on UFE Inc. property. The City Council approved the request that was made by Tom Schwietz of the Teen center for financial support at the April 21st meeting (Ratification of this action is requested of the Commission). 2. Provide financial support for the surfacing of the hockey rink in Northland Park. It would appear that the cost for surfacing, fencing/netting, and ramps/rails would be about 20,000 as follows: Surfacing $16,000 Fence/netting 3,000 Ramps/rails 1,000 Total $20,000 3. Obtain approval for the use of a portion of the Junior High parking lot for skateboarding. This area could be made available to skateboarders for about $1000 (fencing and ramps/rails). The total estimated costs for the Northland Park and Jr. High facilities are $21,000. According to Tim, the cost of the playground equipment approved for Northland Park will be about $10,000. This would leave about $5000 available for the Northland Park and Jr. High facilities. Further, the C/O budget includes $8000 for skateboard facilities. $4900 would be left over from the CIO budget if the Commission approves the financial support ($3100) for the Teen Center facilities and I am proposing that the balance (about $11,000) could be financed with contributed funds. I will be coordinating a fund raising effort (e.g., Margaret Rivers, Bayport Foundation, Tozer Foundation, etc.) over the next 3-4 weeks and I am confident that we will be able to raise the remaining $11,000. Therefore, I would recommend approval of the proposed facilities subject to raising additional (contributed) financing for the projects. Parks and Recreation Board March 23, 1998 Present: David Junker, chairperson Linda Amrein, Rich Cummings, Dawn Flinn, Al Liehr, Del Peterson, Leah Peterson, and Steve Wolff Absent: Nancy Brown, Rob McGarry and Mike Polehna Also present: City Coordinator Nile Kriesel; Tim Thomsen, parks director Mr. Junker called the meeting to order at 7 p.m. Approval of minutes: Mr. Liehr, seconded by Ms. Amrein, moved approval of the minutes of Feb. 23, 1998; all in favor. Update on interviews for sports facility management services Mr. Kriesel stated three firms had responded to request for proposals for management services. A committee consisting of representatives from the soccer and hockey associations, the city of Oak Park Heights, the Park and Recreation Board and city staff interviewed the three respondents, with St. Croix Catering being the recommended firm. Mr. Kriesel cited several factors that contributed to the committee's decision to recommend St. Croix Catering: the firm is local; the firm's previous experience operating Lily Lake Ice Arena should make for an easy transition; the firm has demonstrated marketing experience; and the firm's suggested one year fees seem reasonable — the firm which ranked seconded wanted a five year agreement and guaranteed revenues. Dick Anderson of St. Croix Catering was present. He introduced Kevin Shields, who would serve as general manager for the sports complex, Doug Bradley, who would be the on -site manager, and Bob Anderson. Mr. Anderson noted that St. Croix Catering's expertise is in promotion/marketing. He stated his people have spent a lot of time considering possible programming. For example, Mr. Anderson stated he had talked with Mike Tracey of Stillwater County Club regarding golf programs for the field house. He pointed out that some programming will depend on whether the appropriate "tools" are provides — batting cages, pads, nets, etc. Kevin Shields spoke briefly about some of his plans. He noted the key will be to develop programming to augment the needs of the soccer/hockey associations, and he said it will take some time to build up entry level programs. He also stated the city needs to develop priorities for programming, mentioning a commitment to figure skating, for example. Mr. Kriesel agreed that St. Croix Catering's role will be that of management. The city has to develop priorities for ice time; St. Croix Catering will implement city policy. Mr. Kriesel also noted that the city of Oak Park Heights' contribution to the sports facilities was based on the understanding that figure skating will be a programming priority. Joni Polehna, who was representing her husband, Mike, said they had a concern regarding recreation programming. Recreation programming is different than marketing, she said. Mr. Shield said if it is later determined that a person with recreational programming expertise is needed, they will hire someone. Mr. Peterson asked how the Park Board can be of assistance. Dick Anderson said the Park Board needs to develop programming guidelines and perhaps form an ad hoc committee to work with the sports facility management team. Mr. Kriesel agreed that an ad hoc committee will be needed, especially given Oak Park Heights' concerns; he said at least for the first year of operation, all interested groups — hockey and soccer associations — should be represented on the committee. Mr. Kriesel stated the City Council was scheduled to interview St. Croix Catering on April 7. City staff then will negotiate an agreement with St. Croix Catering. The tentative timetable calls for the draft agreement to be brought to the Park and Rec Board for approval at the April 27 meeting, with Council approval on May 5. He also said he would like to have a draft of a management policy available for Park Board review on April 27. Ms. Amrein asked the Park Board members, Mr. Junker and Mr. Cummings, who sat in on the original interviewing, to explain the reasoning for the recommendation of St. Croix Catering. Mr. Junker stated each of the three firms brought something different to the table. St. Croix Catering was the unanimous choice of the ad hoc committee. Mr. Wolff, seconded by Ms. Flinn, moved to recommend that the City Council approve St. Croix Catering as the firm to provide management services for the sports facility, with the management agreement to be brought back to the Park Board at its April 27 meeting. Motion passed unanimously. Update on Aiple property Mr. Kriesel had provided a memo regarding the selection of the SRF Consulting Group to prepare the master plan for the Aiple/Kolliner property. At the meeting, he passed out a description of the work tasks the consultants will be performing. The timetable calls for the plan to go to the City Council in August. Mr. Junker, who sat in on the interview committee, said he thought the three key people in the SRF group are "phenomenal." Mr. Cummings expressed a concern, stating he thought the Park and Rec Board should be the lead group in the project. Mr. Peterson asked how the Park Board can be involved in the project. Mr. Kriesel said consultants will be working with an advisory group. Ms. Flinn and Mr. Peterson expressed an interest in serving on the advisory group; Mr. Junker already is a member of the group. Mr. Cummings, seconded by Mr. Liehr, moved to recommended that Dawn Flinn, Del Peterson and David Junker be appointed to the advisory group. Motion passed unanimously. Update on open space/forestry issue A memo from Community Development Director Steve Russell was included in the agenda packet; the memo included a draft of an open space program. Mr. Kriesel told members that the City Council had approved the program, eliminating items No. 3 and No. 6. He noted the easy thing will be to prepare the list of open spaces; the "real challenge" will to find funding for acquisition. Ms. Peterson said she had walked by the new school property that day. She told members that no tree protection measures are being taken for the installation of sewer and water. She also told members that a 200-year-old white oak, 144 inches in girth, had been cut down to construct the cul de sac to the school; she provided photos of the tree. Ms. Peterson called for the Park Board to immediately move to get a tree protection ordinance in place. Mr. Kriesel noted that developing a tree protection ordinance is the charge of the new open space committee. Mr. Kriesel also pointed out that, procedurally, the City Council could have a first reading of an ordinance at its April 7 meeting, with the second reading April 27. A discussion ensued regarding enforcement of the city's park/open space dedication requirements. Mr. Wolff noted that trees will grow back, but not if the city gives up the land. He and Mr. Peterson expressed their feeling that the city/park board "gave up land" in dealing with the Liberty on Long Lake, Legends of Stillwater developers. Mr. Wolff said staff should be directed to maximize the amount of property required of developers in future. Mr. Junker closed the discussion regarding the tree ordinance by noting the open space committee will develop the ordinance, and the ordinance will be brought back to the Park Board for review. Park Director's report Mr. Thomsen reported that he and planner Sue Fitzgerald have been meeting with the Pioneer Park donor. Also, he will be meeting with neighbors regarding plans for Meadowlark Park. Mr. Cummings asked what was going to be done at Pioneer Park this year. Mr. Thomsen said the old play equipment would be removed, with the new equipment to be installed in a different area of the park. $300,000, $150,000 in matching funds, is available for phase I of the Pioneer Park master plan. A question was raised regarding trimming of trees in Pioneer Park and a letter to the editor that had appeared in the Stillwater Gazette. Mr. Thomsen passed out a written response, noting the matter was purely a maintenance issue. Ms. Amrein suggested that, in future, it might be wise to inform neighbors of plans to do tree trimming. Ms. Peterson asked about plans for the terracing; Mr. Thomsen said the terracing is included in the Pioneer Park master plan. Mr. Thomsen passed out a list of major events planned for Lowell Park. He also noted that many people have expressed interest in donating to the parks and suggested that the Park Board decide on whether to pursue a paver program or some other type of donor acknowledgement. New business Ms. Peterson suggested that the Park Board consider pursuing a program similar to the "yellow bike" program in Minneapolis. Members noted such a program might not enjoy similar success due to the city's terrain and limited biking space in the downtown area. Ms. Peterson's motion to pursue such a program died for lack of a second. Mr. Cummings asked that Park Board consider adopting a "poop" ordinance for city parks/trails. Mr. Thomsen will look into the matter. Mr. Cummings brought up the issue of developing a comprehensive park and open space plan, rather than doing planning piecemeal, referring to the Aiple and Pioneer Park master plans. He moved to recommend that the City Council direct staff to issue RFPs for preparation of a comprehensive park and open space plan. Ms. Peterson seconded the motion; motion passed unanimously. Ms. Amrein brought up the issue of a Parks Director/Manager so the parks department can be brought to the same level as the police and fire departments. Mr. Cummings noted that is an issue that likely will come up with the completion of the sports facility and the new developments. Ms. Amrein also noted that Mr. Junker had never formally been approved as chairperson for 1998. She made a motion that Mr. Junker continue to serve as chairperson. Mr. Liehr seconded the motion; motion passed unanimously. Mr. Wolff moved to adjourn the meeting at 9:40 p.m. Respectfully submitted, Sharon Baker Recording Secretary MEMORANDUM TO: Mayor and City Council FR: Steve Russell, Community Development Director DA: April 16, 1998 RE: Beginning Parks Master Plan Discussion At your meeting of April 7, 1998, staff was directed to prepare a general description schedule and estimated cost for a City of Stillwater Parks Master Plan. Below is a typical outline of a Master Plan: Introduction Inventory and Analysis of Existing Conditions Trends Analysis Issues Analysis Vision and Mission Goals and Strategies Parks Development and Stewardship Trail and Greenway Development Natural Resources Management Design Standards Capital Improvements Program In the implementation section, specific improvement for existing and new parks can be made with an attached cost. Trail designs can be provided. It would take 8-12 months to prepare a Master Parks Plan and the costs is estimated at $35,000 - 50,000. I would strongly suggest a professionally administered questionnaire identifying park needs. A key issue that will need to be addressed is: Who are we providing parks for? City residents/others and a method of Stillwater parks planning in the context of the surrounding area. In most parks plans, open space and natural resources protection is considered along with active park space. The parks plan could provide a framework for the Ad Hoc Open Space Committee and their interest in open space as well as the Parks Board active parks interests. Recommendation: For your information. If the Council is interested in proceeding with a Master Plan, staff could meet with the Parks Board to discuss plan contents with them. Attachment: Typical RFP MAPLEWOOD PARKS AND RECREATION DEPARTMENT 1830 EAST COUNTY ROAD B MAPLEWOOD, MINNESOTA 55109 REQUEST FOR PROPOSAL DESIGN SERVICES FOR UPDATING OF THE MAPLEWOOD COMPREHENSIVE PARKS AND OPEN SPACE PLAN The CONSULTANT'S services shall include normal planning services as follows: A. SCOPE OF SERVICES - Basic Services I. Task I - Focus IMLe.etings/Project Start Up a. General project administration and start-up including scheduling and intemal administrative set-up and management overview. Work will begin within 14 days of City Council approval of a contract. It is anticipated that the City Council will review the recommendation from staff on March 26, 1998. b. Meet with City staff to clarify the project, prepare the project schedule, and review available information regarding the current status of the comprehensive parks and open space plan. c. Schedule a work/planning meeting with the Parks and Recreation Commission to review the identified project schedule. d. Prepare a written report defining the results of the Focus meeting with the Parks and Recreation Commission and City staff members, 2 Task Ii -Site Analysis a. Review the existing Maplewood Comprehensive Plan specifically the Park section as it relates to the existing park sites, proposed park amenities, open space properties and related park features (ie county and public/private open space lands). b. Prepare a graphic analysis of the existing City park system which will be utilized for presentation to City staff, Park Commission and City Council at a public work session. The purpose of this meeting will be to identify the status of the existing park system to identify positive features, areas of improvement , strengths/weaknesses, and begin to identify a vision statement, accompanied by goals and objectives. c. Prepare a written document outing the existing park system with a proposed vision statement/preliminary proposed park improvements for presentation to City staff and Parks and Recreation Commission. d. Conduct a final vision work session with City staff and Parks and Recreation Commission to review the final analysis and define long range park planning objectives. 3. Task III - Program Confirmation a. Prepare for and conduct a citywide meeting with the Parks and Recreation Commission, City staff and City residents to review and discuss park system goals, objectives and vision statement. The meeting will be held at the Maplewood Community Center and serve as a framework from which to receive public input on the existing park system. b. Establish a community survey that will be inserted into the Maplewood In Motion to identify community park needs and/or priorities. The study will need to be reviewed, tabulated and analyzed for Commission and Council and City staff review. c. Prepare a written report summarizing the city wide survey and prepare a preliminary master plan. 4. Task IV - Master Plan Development a. Prepare a master plan based on the vision statement which has been reviewed in depth by City Council, City Residents, Parks and Recreation Commission and City staff. The master plan should be a reproducible copy suitable public presentation. The master plan will refine the concept plan and clearly illustrate the relationship between the various park facilities and public/private amenities. b. Conduct a second public hearing with the residents coordinated with the Parks and Recreation Commission and City staff to present the proposed master plan. d. Submit the final master plan to the Parks and Recreation Commission, City staff and City Council for final approval. e. Prepare a written and graphic documentation including the final master plan graphic. Proposal should include fifty reproducible copies of the master plan document. 5. Task V - Budget Analysis a. A final budget analysis for all projects in excess of $50,000 must be identified in written form and prioritized on a project basis with an identified funding source. b. The long range park and capital improvement plan should be done on a five year basis with projects outlined in the first five years to not exceed $5,000,000 the ten year capital improvement plan for the year 2005 - 2015 should include final "build -out" with all proposed and anticipated projects with cost estimates projected into the future based on a constant percentage increase of 5% per year. 6. Task VI - Open Space Lands A. The comprehensive park plan should have a section regarding open space properties which would identify the following: 1. Defined plan to integrate open space properties with the existing parks and open space system. 2. Proposed guidelines and/or funding sources for the development of the existing nine open space parcels. 3. Guidelines regarding land management and maintenance of open space properties. 7. Task VII - Develop a_comprehensive sidewalk and trail system The study should include a development of a comprehensive sidewalk and recreation trail system that includes the following issues: a. Mapping and graphics that would identify existing trails system including the Gateway and Willard Munger Trails. b. A proposed comprehensive trail system that would tie the existing trails and identify potential trail and sidewalk opportunities both within the city of Maplewood and surrounding communities. c. Develop a proposed maintenance plan with annual cost estimates for maintaining the trail and sidewalk system including seal coating, replacement, winter snow removal, sweeping and other regular maintenance tasks. 8 Task VIII Provide staff technical assistance in the development of a proposed park referendum scheduled for the spring of 1999. This assistance shall include, but not be limited to: a. Development of information material for the public b. Preparation of cost estimates and rough concept plans for proposed park improvements. c. Attend at least two public park bond referendums task force meetings. 9 Task IX - Docurment_Preparation a. The end product of the Comprehensive Park and Open Space study will be a document in a form yet to be determined. The document must be reproducible. Fifty copies of the document should be included as part of your proposal . b. The proposed master park sidewalk and bicycle plan should be reproducible in a 11" x 17" format and proposal should include 100 copies. c. The master park plan map should be reproducible in 11" x 17" format and proposal should include 100 copies. 10 Task X The RFP should also include design services for development of a master plan for Robinhood Park. Robinhood Park is a four acre neighborhood park which is scheduled for renovation in 1998. The current budget for the project is $100,000. Design services will include development of master park plan and construction documents where applicable. The City has allocated not to exceed budget for this project of $37,000. The RFP proposal response should be forwarded to: "Bruce Anderson 1830 East County Road B Maplewood, MN 55109". The RFP proposal should include twelve copies of the RFP and be delivered no later than Thursday, March 12, 1998. CONSULTING AND MANAGEMENT AGREEMENT This Consulting and Management Agreement ("Agreement") is made this day of , 1998, between the CITY OF STILLWATER, a Minnesota municipal corporation and Home Rule City of the Third Class with offices at 216 N. 4' Street, Stillwater, MN 55082, and St. Croix Catering, Inc., a Minnesota corporation, with offices at 301 S. Second Street, Stillwater, MN 55082 ("St. Croix"). WITNESSETH The City is the owner of Lily Lake Ice Arena ("Lily Lake") and the St. Croix Sports Center, currently being constructed in the City which will feature an indoor ice arena, and outdoor ice rink and a multipurpose domed field house, construction of which is scheduled to be completed in September 1998 ("Sports Facility") collectively ("The Facilities"). St. Croix is in the business of managing and marketing ice rinks and sports and entertainment facilities. St. Croix has the knowledge and expertise to manage and market Lily Lake and the Sports Facility before and after its opening. NOW, THEREFORE, in consideration of mutual promises and other consideration the parties agree as follows: ARTICLE I SPORT'S FACILITY PRE -OPENING PHASE Section 1. Opening Date; Term of Pre -Opening Phase. 1.01 The date when the Sports Facility is first opened for use by the general public is referred to as the "Opening Date". It is planned that the Opening Date will be on or before October 1, 1998. After the date of this Agreement and through the Opening Date, St. Croix will Page 1 of 18 provide the services described in this Article I. The period between the effective date of this Agreement and the Opening Date is referred to as the "Pre -Opening Phase." Each successive twelve (12) month period commencing May 1, 1999, is referred to as a "Contract Year." Section 2. St. Croix's Responsibilities. 2.01 During the Pre -Opening Phase, St. Croix will be responsible to: a. Give advice to the City and its architect, Ankney-Kell Architects, Inc. (The "Architect") on the detailed plans, designs, layouts and specifications for the location with respect to all goods, equipment, services and other sports required in connection with the construction, furnishing, equipping and future use of the Sports Facility, including its interior spaces, and for any parts of the area surrounding the Sports Facility to ensure an operationally efficient, economical and marketable facility capable of hosting the widest possible array of sports, entertainment and community activities. b. Offer recommendations for revisions, additions or deletions to the architectural plans and their impact upon anticipated operational requirements of the Sport Facility (collectively, the "Operational Requirements"), including without limitation: i. event programming, staging and marketing: ii. ticketing services and group sales; iii. advertising, public relations and sponsorship; iv. finance and administration: v. food and beverage services, kitchen facilities, concessions and merchandising; vi. operations plans and procedures; vii. organization, staffing levels, job descriptions and general personnel and human resource administration; viii. security, crowd management, event management, emergency services and emergency procedures; ix. community and industry relations; x. patron services and amenities; xi. traffic flow and parking; xii. storage; xiii. utility consumption and control; xiv. box office operations; xv. furniture, fixtures and equipment; Page 2 of 18 xvi. housekeeping and maintenance; xvii. mechanical and electrical services and communications systems. c. Consult with the City on preparing the Sport Facility operations on and after the Opening Date, including without limitation, to advise as to booking ice time and filed house time attractions, general marketing of the Sports Facility, public relations, advertising, hiring and training of operations staff, development of policies and procedures, and implementation of accounting and purchasing systems. d. Perform such other services consistent herewith as the City may reasonably require. Section 3. Management Fee. The City agrees to pay to St. Croix for its services during the Pre -Opening Phase a management fee (the "Management Fee") at the rate of one thousand seven hundred fifty and no/100 dollars ($1,750.00) for the first month and one thousand seven hundred fifty and no/100 dollars ($1,750.00) per month thereafter, during the Pre -Opening Phase plus Pre -Opening Operating Expenses, as defined on Exhibit 3 (the "Pre -Opening Operating Expenses"), which fees and expenses must be paid by the City not later than the 10`" day after the City's receipt of an itemized invoice for the Pre -Opening Expense. ARTICLE II OPERATIONS PHASE Section 4. Term of Operations Phase. After the Opening Date and continuing until May 1st, 1999, (the "Operations Phase"), St. Croix will provide the City with the services set forth in this Article II. Notwithstanding the foregoing, the City will have a right to terminate this Agreement for its convenience effective on the Opening Date, upon not less than sixty (60) days prior written notice to St. Croix, in this event the City must pay to St. Croix all amounts owing to St. Croix and accrued through the date of termination, it being understood that the purpose of this termination right is to comply with so-called "safe harbor" guidelines for management contracts Page 3 of 18 under Section 1301(e) of the Tax Reform Act of 1986. Section 5. St. Croix's Responsibilities. 5.01 Marketing and Promotion. St. Croix must perform all marketing activities which will be undertaken to maximize the use of the Facilities by all persons, provide maximum Revenue, as defined in Paragraph 5.01(n) below for the Facilities. St. Croix will conduct a promotional campaign for the Facilities in accordance with a plan for promotion which must be prepared and submitted to the City for approval within forty-five (45) days after the date of the agreement. a. Scheduling. St. Croix must develop and maintain all schedules for events held at the Facility and scheduling must be accomplished in accordance with a rate schedule and facility use policy established by City policy, applicable law, and in a manner to maximize the use of the Facilities so as to provide maximum Revenue, for the City. b. Concessions. St. Croix will provide concession services at the Facilities for the sale, through manual service, vending machines and other methods (collectively, the "Concessions"). c. Maintenance. St. Croix must perform all minor maintenance of the facilities; provided that the responsibilities are limited to ordinary and routine maintenance. d. Custodial and Cleaning Services. St. Croix must provide all routine cleaning and janitorial services at the Facilities. e. Pest Control. St. Croix must perform all necessary pest control services, whether performed by St. Croix or a pest control service engaged by St. Croix. f. Snow Removal. St. Croix must perform all snow removal services on the pathways and sidewalks adjacent to the Facilities. g. Trash Removal. St. Croix is responsible for removal of all trash from the Facilities and agrees that it will not permit any employee, to place refuse outside the buildings on the Facility, except in designated Dumpsters, the Page 4 of 18 location of which must be approved by the City. h. Operational Services. St. Croix will direct all services required to stage (set up and take down) the Facilities for each event including, but not limited to, loading in and loading out the ice rink, dasher boards, the soccer floor and other sports event setups. St. Croix must hire and manage all management staff, ticket sales personnel, ushers and other personnel required for the operation of the Facility, including, but not limited to, ticket taking, program distribution and assistance to patrons general, including the handicapped. Ticket Sales. St. Croix must perform all aspects of ticket sales for events and activities including computerized tickets. Ticket sales services will include ordering, selling and accounting for tickets, reporting ticket revenues for a given event for each user of the Facility, cash and credit card processing, complete auditing and accounting for each event. Security. St. Croix must arrange for proper security for events at the Facility and for general security when events are not in progress. The security may be provided by St. Croix or by contract, in its discretion. St. Croix must review exterior crowd management and traffic control with the Stillwater Police. k. Licenses and Permits. St. Croix must obtain and maintain, on behalf of the City, all licenses and permits necessary for management and operation of the Facilities. 1. Revenues and Payment of Operating Expenses. St. Croix will be responsible for the collection of all Revenues. "Revenue" is defined as the total amount received by St. Croix or any other person or entity operating on St. Croix's behalf from third parties, directly or indirectly arising out of or connected with and on behalf of the Facility, including without limitation transactions for cash, credit and credit card sales, less applicable taxes. On or before the Opening Date, the City will establish separate Funds, separate from any other city funds which will be for the exclusive use of all receipts and disbursements related to this Agreement (Sports Facilities Fund). All Revenues generated by use of the Facility and collected by St. Croix will be deposited in the Fund within 24 hours of receipt. The City will make disbursements from the Fund to pay budgeted Operating Expenses, whether to St. Croix directly or as reimbursement as directed to third party. The City is authorized at any time, to obtain information and records from St. Croix concerning proof of payment and verify and inspect any records. Page 5 of 18 5.03 Relationship of Parties. St. Croix is a contractor of the City and is not deemed to be an employee, agent, joint venturer, or partner of the City. The authority of St. Croix will be limited to those matters which are specifically addressed in this Agreement. 5.04 Business Plan. Within sixty (60) days after the date hereof, St. Croix must submit to the City a complete business plan for the term of this Agreement (The "Business Plan"). The Business Plan will be subject to the prior written approval of the City. The Business Plan must be a marketing plan and a projection of Revenues and Operating Expenses for the period from the Opening Date until May 1, 1999, this must include an analysis of the basis and assumptions underlying each line item of Revenues and Operating Expenses. The Business Plan will in no way become a performance obligation for either the City or St. Croix but serve as a management blueprint to monitor St. Croix's performance. Section 6. Budget and Quarterly Budget 6.01 No later than October 1, 1998, St. Croix must submit to the City a proposed annual operating budget for the ensuing Contract Year, listing all projected Revenues and Operating Expenses by category, broken down by month, with explanations and assumptions for each Revenue and Operating Expense line item. The proposed annual budget must include a proposed rate structure for events taking place in the Facility until May 1, 1999, as the case may be, broken down, if necessary, by types of activities to be scheduled at the Facility. 6.02 The proposed budget must be reviewed by the City within thirty (30) days after submission. Upon approval by the City, which approval will be granted or refused in the City's sole discretion, the proposed annual budget will become the final budget for the period until Page 6 of 18 May 1, 1999. If the City objects to the proposed budget or any part thereof, St. Croix will be obligated to promptly respond to the objections and revise the proposed budget in connection therewith. 6.03 St. Croix and the City may revise the Budget at any time by mutual written agreement. 6.04 Within fifteen (15) days after the end of each calendar month during the Operations Phase and within forty-five (45) days after the end of the Contract Year, St. Croix must deliver to the City a true and correct statement, certified as true and correct by an officer of St. Croix, of all Revenues and Operating Expenses of the preceding calendar month and Contract Year, as the case may be, together with any reasonable supporting documentation requested by the City. Section 7. The Management Fee; Additional Fees 7.01 Commencing on the first day of the month following the Opening Date, and continuing on the first day of each month thereafter during the term of this Agreement, St. Croix will be paid a management fee of three thousand seven hundred fifty and no/100 dollars ($3,750.00) per month for the preceding month, prorated for any partial months (the "Management Fee"). Section 8. Payment of Management Fees. Personal Services and Operating Expenses 8.01 From the Sports Facility Fund, the City will pay the Management Fee on the first business day of each month for the preceding month and will pay the Personal Services Expenses as defined in attached Exhibit "B" as they are incurred in the ordinary course of business. That portion of the Operating Expenses that will remain the responsibility of the City Page 7 of 18 and will be paid directly by the City are defined on Exhibit "C". 8.02 In the event that the Sports Facility Fund is insufficient to cover the Operating Expenses and the Management Fee due and payable during a month, the Deficiency will be paid by the City. 8.03 Representatives of St. Croix's management and the City must meet not later than the twentieth day of each calendar month to review revenues and operating expenses for the prior calendar month, ARTICLE III CONCESSIONS Section 9. Operations 9.01 St. Croix will cause the Concessions to be operated and conducted so that all persons who patronize the Facility will always be promptly and satisfactorily served. All foods and beverages sold must always be of the highest standard of quality and purity, must be stored and handled at all times consistent with excellent standards of sanitation, preservation and purity, must always be well prepared and satisfactorily served and must always conform to the requirements of all applicable federal, state and municipal laws, statutes, ordinances and regulation. No imitation, adulterated or misbranded commodities may be stored, displayed or sold by St. Croix or any employees or contractors. 9.02 The City and St. Croix acknowledge that it is not always feasible to operate all the Concessions on a daily basis. Periodically, the City and St. Croix will confer in an effort to agree upon the nature and scope of operation which is consistent with their respective interests. St. Croix will provide reasonable and adequate service consistent with the activities at the Page 8 of 18 Location for each event. Section 10. Capital Improvements, Equipment. Repair and Maintenance 10.01 The City will at its expense, construct and install all capital improvements (the "Capital Improvements") necessary for the operation of the Facility in accordance with the Plans and Specifications. The City will use all reasonable efforts to complete all Capital Improvements at least 30 days prior to the Opening Date. 10.02 From time to time after the matters contemplated by Sections 11.01 and 11.02 hereof have been complied with, it may be desirable to consider additional capital improvements ("Additional Capital Improvements") and the purchase of additional equipment ("Additional Equipment") for the Premises. At any time St. Croix or the City may request a meeting to confer to consider the advisability of any Additional Capital Improvements and Additional Equipment. No purchases of Additional Capital Improvements or Additional Equipment may be undertaken without the prior written agreement of the City. 10.03 St. Croix must maintain and repair the Equipment, the Additional Equipment, and replacements thereof, the Capital Improvements and the Additional Capital Improvements and replacements thereof in accordance with the Budget and all manufacturers' warranty and preventive maintenance requirements, and the cost thereof. 10.04 The City, at its expense and not as an Operating Expense, must replace all Equipment, Additional Equipment, Capital Improvements, Additional Capital Improvements, and replacements, using prudent business judgment giving due effect to the nature, age, obsolescence and imminent obsolescence of such assets. 10.05 St. Croix will be responsible for the ordinary housekeeping and cleaning of the Page 9 of 18 Facility and the Equipment, Additional Equipment, Capital Improvements and Additional Capital Improvements. ARTICLE IV GENERAL TERMS AND CONDITIONS Section 11. Representation of the City. The City represents and warrants to St. Croix as an inducement to St. Croix entering into this Agreement, that it is the City's intent that the Facility will be permitted to be open to the paying public in a manner consistent with industry practices, from Opening Date until May 1, 1999. Section 12. Standard of Operation. St. Croix represents and warrants to the City that it will maintain an efficient and high quality operation at the Facility comparable to other locations containing facilities similar to those of the Facilities. Section 13. Accounting Records. Reports and Practices 13.01 St. Croix must maintain accounting records relating to the Facilities using accounting practices in accordance with generally accepted accounting principles consistently applied. 13.02 St. Croix must establish internal financial control policies and practices which are in accordance with generally accepted standards in the industry and reasonably acceptable to the City. 13.03 The City will have unlimited access to all accounting records and supporting documentation of St. Croix relating to the Facility during the term of this Agreement and for a period of three (3) years thereafter. The right to access will be exercised in a reasonable manner. Page 10 of 18 Trial Section 14. Default. Right to Cure. Consent to Jurisdiction and Waiver of Jury a. It will be an event of default ("Event of Default") hereunder if either party hereto: Fails to pay or deposit sums due by one party to the other within seven (7) days after written notice by the other of such failure, or ii. Fails to perform or comply with any other obligation of such party hereunder within thirty (30) days after written notice by the other of such failure (which notice will specify, in sufficient detail, the specific circumstances so as to give the defaulting party adequate notice and the opportunity to cure the same); provided however, that if the default is of a nature that it cannot be cured within thirty (30) days, then the defaulting party will not be deemed in default hereunder if it commences to cure the default within ten (10) days after the effective date of the notice of such default and diligently process to cure such default within ninety (90) days after the effective date of notice. b. The parties agree that it is in their best interests to resolve any disputes or defaults, and, accordingly, agree, that prior to the exercise of any remedy granted hereunder, at law or in equity, upon an Event of Default, the parties will, in good faith, consider alternative dispute resolution procedures, including, without limitation, arbitration and mediation. The party who wishes to exercise its remedies will notify the other party thereof, which notice will specify the alternative dispute resolution mechanism that the exercising party wishes to employ (the "Exercise Notice"). The parties will attempt in good faith to resolve the default by the alternative dispute resolution mechanism to which they agree, (including, without limitation, the binding nature of any such alternative dispute resolution proceeding); provided however that if no such resolution has been achieved within ninety (90) days after the effective date of the Exercise Notice, the exercising party may proceed to exercise its other remedies, including, without limitation, termination of this Agreement. c. The parties and each of them hereby irrevocably submits to the jurisdiction of Washington County Minnesota District Court over any action or proceeding arising out of or relating to this Agreement any other document evidencing the transaction contemplated by this Agreement. Page 11 of 18 Section 15. Insurance 15.01 In connection with the employment of its employees, St. Croix will pay all applicable social security, re-employment, workers' compensation or other employment taxes or contributions of insurance, and will comply with all federal and state laws and regulations relating to employment generally, minimum wages, social security, re-employment insurance and worker's compensation. St. Croix will indemnify and hold harmless the City from all costs, expenses, claims or damages resulting from any failure of St. Croix to comply with this Section 15.01. 15.02 St. Croix must procure and maintain insurance against any use or occupancy by St. Croix of the Facility or the operations of St. Croix at the Facility (which operations must include, without limitation, concessionaire uses, subletting and contract with independent contractors) and must name the City, its officers, directors, elected officials, employees and affiliates as additional insureds thereon. The amounts of such coverages will be as follows: a. For Property Damage and Bodily Injury, and Automobile Coverage: $2,000,000 per Occurrence and $2,000,000 General Aggregate. b. Products -Completed Operations Aggregate: $2,000,000 c. Personal and Advertising Injury: $1,000,000 per Occurrence. d. Medical Expenses: $5,000 per Occurrence. 15.03 City must procure all Risk Property Insurance for the completed value of the Facility to cover the Facility including St. Croix's use, occupancy and operation of the Facility against the perils of fire and other perils normally covered by an All Risk policy. The City must be named insured on the property insurance. The City and St. Croix agree to waive all rights Page 12 of 18 against each other, and each other's subsidiaries, affiliates, agents and employees, for damages covered by the property insurance. Section 16. Indemnity. St. Croix agrees to indemnify, hold harmless, protect, and defend City or City's agents, representatives and any affiliated or related entities against any and all claims, loss, liability, damages, costs and expenses, including reasonable attorney's fees, that are alleged to have occurred as a result of or due to the breach of contract, negligence or willful misconduct of St. Croix, its agents, consultants, subcontractors, employees or representative, to the extent that such claim, loss, liability, damage, cost or expense is alleged to have been caused by St. Croix, its agents, consultants, subcontractors, employees or representative. St. Croix hereby waives any claims it may, now or in the future, have against City which claims are or should have been covered by the insurance specified in this Agreement, excepting claims that arise in whole or in part based upon an alleged defect in the design, construction or maintenance of the Sports Facility prior to the Opening Date. By this indemnity, which is not intended to be the procurement of insurance, the City in no way knowingly or intentionally waives its "maximum liability" as specified in Minn. Stat. §466.04. Section 17. Damage to and Destruction of the Location. If all or part of the Location is rendered untenantable by damage from fire and other casualty which, in the reasonable opinion of the City, a. Can be substantially repaired under applicable laws and governmental regulations within three hundred sixty-five (365) days from the date of such casualty (employing normal construction methods without overtime or other premium), the City will forthwith at its own expense repair damage other than damage to its improvements, furniture, chattels or trade fixtures. During the period during which the Facility or any part thereof remains untenantable until the Facility resumes full operation. Page 13 of 18 The Management Fee must be reduced accordingly, and St. Croix and the City must jointly decide on an operating budget for the duration of the repair period and jointly determine whether to retain personnel during the repair period, and ii. Subject to applicable law, the term of the Agreement will be extended by the amount of time in which the Facilities are closed to the general public due to the damage. b. Cannot be substantially repaired under applicable laws and governmental regulations with three hundred sixty-five (365) days from the date of such casualty (employing normal construction methods without overtime or other premium), then the City must notify St. Croix thereof. In such case, either the City or St. Croix may elect to terminate this Agreement as of the date of the casualty by written notice delivered to the other. Section 18. Employees 18.01 All persons engaged at the Facility in operating any of the services hereunder are the sole and exclusive employees of St. Croix and must be paid by St. Croix. In connection with the employment of its employees, St. Croix will pay all applicable social security, re- employment insurance, workers' compensation or other employment taxes or contributions to insurance plans, and retirement benefits, and must comply with all federal and state laws and regulations relating to employment generally, minimum wages, social security, re-employment insurance and worker's compensation, and will defend, indemnify and save the City harmless from any responsibility therefore. St. Croix must comply with all applicable laws, ordinances and regulations including, without limitation, those pertaining to human rights and nondiscrimination set forth in Minn. Stat. § 181.59, Minn. Stat. Ch 363 and the Stillwater City Code as the same may be amended from time to time, all of which are incorporated herein by reference. Notwithstanding any provision of this Agreement to the contrary, this Agreement Page 14 of 18 may be canceled or terminated by the City for a violation of this paragraph, in addition to the penalty provisions which may be invoked by the City pursuant to the above cited statutes and ordinances. 18.02 St. Croix will employ trained and neatly dressed employees and the employees must conduct themselves at all times in a proper and respectful manner. Any dismissal must be in accordance with applicable federal, state or local laws which may be in effect, and St. Croix will defend, indemnify and save the City harmless from any claim, cause of action, expense (including attorneys' fees), loss, cost or damage of any kind or nature arising therefrom, except in the case of express written direction from the City. Section 19. Nonwaiver. The failure of either party at any time to enforce a provision of this Agreement will in no way constitute a waiver of the provision, nor in any way affect the validity of this Agreement or any part hereof, or the right of the party thereafter to enforce each and every provision hereof. Section 20. Amendment. The parties may amend this Agreement only by written agreement executed by the parties. Section 21. Choice of Law. The laws of the State of Minnesota will govern the rights and obligations of the parties under this Agreement. Section 22. Severability. Any provision of this Agreement decreed invalid by a court of competent jurisdiction will not invalidate the remaining provisions of this Agreement. Section 23. Notices 23.01 Any notice required herein will be in writing and will be deemed effective and received (a) upon personal delivery; (b) five (5) days after deposit in the United States mail, Page 15 of 18 certified mail, return receipt requested, postage prepaid; or (c) one (1) business day after deposit with a national overnight air courier, fees prepaid, to St. Croix or City at the following addresses: If sent to the City: with a copy to: If sent to St. Croix: Nile Kriesel City Coordinator City of Stillwater 216 North 4th Street Stillwater, MN 55082 Diane Deblon City Treasurer and Finance Director City of Stillwater 216 North 4th Street Stillwater, MN 55082 Richard Anderson St. Croix Catering 301 South Second Street Stillwater, MN 55082 23.02 The City's representative to St. Croix in connection with Facility operations will be Nile Kriesel, City Coordinator and will be the St. Croix On -site Manager. Either party may designate an additional or another representative or address for notices upon giving notice to the other party pursuant to this paragraph. For the purposes of this Agreement, "business day" will mean a day which is not a Saturday, a Sunday or a legal holiday of the United States of America. Section 24. Force Majeure 24.01 Neither party will be obligated to perform hereunder, and neither will be deemed to be in default, if performance is prevented by fire, earthquake, flood, act of God, riot, civil commotion or other matter or condition of like nature, including the unavailability of sufficient Page 16 of 18 fuel or energy to operate the Location, or any law, ordinance, rule, regulation or order of any public or military authority stemming from the existence of economic controls, riot, hostilities, war or governmental law and regulations. 24.02 In the event of a labor dispute which results in a strike, picket or boycott affecting the Facility or the services described in the Agreement, St. Croix will not be deemed to be in default or to have breached any part of this Agreement. Section 25. Integration. This Agreement and all appendices and amendments hereto embody the entire agreement of the parties relating to the services to be provided hereunder. There are no promises, terms, conditions or obligations other than those contained herein, and this Agreement will supersede all previous communications, representations, or agreements, either oral or written, between the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written. CITY OF STILLWATER A Minnesota municipal corporation Jay L. Kimble, Mayor ATTEST: Morli Weldon, Clerk ST. CROIX CATERING Richard Anderson, President Page 17 of 18 STATE OF MINNESOTA ) ) ss. COUNTY OF WASHINGTON) On this day of , 1998, before me, a Notary Public within and for said County, appeared Jay L. Kimble and Morli Weldon, to me personally known, who, being by me duly sworn, did say that they are, respectively, the Mayor and City Clerk of the City of Stillwater, and that this instrument was signed and sealed in behalf of the City by authority of its City Council, and they acknowledged the said instrument was the free act and deed of the City. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF WASHINGTON) On this day of , 1998, before me, a Notary Public within and for said County, appeared Richard Anderson, to me personally known, who, being duly sworn, did say that he is the President of St. Croix Catering and that this instrument was signed as the free act and deed of the corporation. Notary Public Page 18 of 18 Estimated Budget for Lily Lake and Sports Complex 5/1/98 - 4/30/99 Revenues Rentals School Associations Other League Figure Skating/Lessons Open Skate Walking Total Rentals Other Concession Advertizing Golf Miscellaneous Total Other Total Revenues Expeditures Personal Services 5/1/98 - 9/30/98 Manager Asst. Manager Rec. Director Clerical Subtotal 10/1/98 - 4/30/99 Manager Asst. Manager Rec. Director Clerical Zamboni Operators Custodian Attentants/Shotg uard Concession Worker Subtotal Total Personal Services Management Fees Sports Complex Lily Lake New Arena Fieldhouse Total $ 18, 000.00 $ 37, 000.00 $ 94,000.00 $ 75,000.00 $ 27,000.00 $ 10,000.00 $ 3,000.00 $ 73,000.00 $ 13, 500.00 $ 12,000.00 $ 10, 000.00 $ 65, 000.00 $ 80,000.00 $ 249,000.00 $ 150,000.00 $ 250,000.00 $ 23,500.00 $ 15,000.00 $ 3,000.00 $ 3,000.00 $ 152,000.00 $ 210,500.00 $ 243,000.00 $ 605,500.00 $ 11, 500.00 $ 25,000.00 17,500.00 $ 4,000.00 $ 8,000.00 $ 25,000.00 $ 17,500.00 $ 32,000.00 $ 8,000.00 $ 61, 500.00 $ 35, 000.00 $ 32,000.00 $ 20,000.00 $ 15,500.00 $ 50,500.00 $ 82,500.00 $ 148,500.00 $ 167,500.00 $ 261,000.00 $ 325,500.00 $ 754,000.00 Sports Complex Lily Lake New Arena Fieldhouse Total $ 3,520.00 $ 3,520.00 $ 3,520.00 $ 10,560.00 $ 3,080.00 $ 3,080.00 $ 3,080.00 $ 9,240.00 $ 916.00 $ 917.00 $ 917.00 $ 2,750.00 $ 440.00 $ 440.00 $ 440.00 $ 1,320.00 $ 7,956.00 $ 7,957.00 $ 7,957.00 $ 23,870.00 $ 4,800.00 $ 8,400.00 $ 5,000.00 $ 2,000.00 $ 30, 800.00 $ 7,425.00 $ 10,120.00 $ 2,475.00 $ 4,800.00 $ 8,400.00 $ 5,000.00 $ 2,000.00 $ 36,400.00 $ 5,850.00 $ 11, 960.00 $ 2,925.00 4,800.00 8,400.00 5,000.00 2,000.00 5,850.00 29,900.00 2,925.00 $ 14,400.00 $ 25,200.00 $ 15,000.00 $ 6,000.00 $ 67,200.00 $ 19,125.00 $ 51, 980.00 $ 8,325.00 $ 71,020.00 $ 78, 976.00 $ 11,666.00 $ 77,335.00 $ 85,292.00 $ 11,667.00 $ 58,875.00 $ 66,832.00 $ 11,667.00 $ 207,230.00 $ 231,100.00 $ 35,000.00 Expeditures (continued) Goods and Services Office Supplies General Supplies Concession Supplies Equip. Repair Supplies Telephone Electricity Propane Natural Gas Equip. Repair Charges Sales Tax Laundry Uniform Dues/Subscriptions Printing & Publishing Postage Insurance Auditing Miscellaneous Total Goods and Services Total Expenditures Net Income $ 250.00 $ 3,500.00 $ 7,000.00 $ 4,800.00 $ 900.00 $ 16,500.00 $ 2,500.00 $ 4,500.00 $ 11,200.00 $ 3,000.00 $ 220.00 $ 450.00 $ 200.00 $ 300.00 $ 100.00 $ 4,800.00 $ 600.00 $ 1,000.00 350.00 4,500.00 16,000.00 1,500.00 1,500.00 19,200.00 18,000.00 5,000.00 6,000.00 250.00 450.00 200.00 400.00 250.00 2,625.00 600.00 1,500.00 350.00 4,500.00 16, 000.00 1,500.00 1,500.00 28,800.00 42,000.00 5,000.00 8,000.00 250.00 450.00 200.00 400.00 250.00 2,625.00 600.00 1,500.00 $ 950.00 $ 12,500.00 $ 39,000.00 $ 7,800.00 $ 3,900.00 $ 64,500.00 $ 2,500.00 $ 64,500.00 $ 21,200.00 $ 17,000.00 $ 720.00 $ 1,350.00 $ 600.00 $ 1,100.00 $ 600.00 $ 10, 050.00 $ 1,800.00 $ 4,000.00 $ 61,820.00 $ 78,325.00 $ 113,925.00 $ 254,070.00 $ 152,462.00 $ 175,284.00 $ 192,424.00 $ 520,170.00 $ 15,038.00 $ 85,716.00 $ 133,076.00 $ 233,830.00