arena lease and management agreement city of glendale, arizona ...

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SUBSTANTIAL FINAL DRAFT 11/27/12 12:35 and expenditures for Capital Improvements; and (b) a statement setting forth the end of the month balances for each of the Arena Accounts (other than the City Surcharge Account) and describing the reasons for any transfers between or among accounts (other than withdrawals by the City from the City Surcharge Account) during the prior calendar month. (b) Quarterly Financial Reports. Not later than 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a balance sheet relating to Arena Facility operations as of the end of such Fiscal Quarter, and statements of income and cash flows relating to Arena Facility operations for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter. (c) Annual Financial Reports. Not later than 90 days after the end of each Fiscal Year, provided, that if all necessary information from the NHL related to the following items (a), (b) and (c) shall not have been received by the date which is 30 days after the end of each Fiscal Year, then interim reports shall be provided within the normal time frame and final reports shall be provided within 60 days after the receipt of all necessary information from the NHL related thereto): (a) a balance sheet relating to Arena Facility operations as of the end of such Fiscal Year, (b) a statement of profit or loss for Arena Facility operations during such Fiscal Year, and (c) a statement of changes of financial condition for Arena Facility operations during such Fiscal Year, each prepared in accordance with GAAP as consistently applied (if there are multiple interpretations of the application of GAAP, GAAP as traditionally interpreted by the Arena Manager and the Team Owner shall apply) (collectively, the “Annual Financial Reports”), and accompanied by a report containing an opinion of the Arena Manager’s accountants, stating that such Annual Financial Reports fairly present, in all material respects, the activities to which such Annual Financial Reports relate, that such Annual Financial Reports have been prepared in accordance with GAAP as consistently applied and that the examination by the Arena Manager’s accountants in connection with such financial reports was made in accordance with GAAP. (d) Accountants. The Arena Manager’s independent certified public accounting firm shall be a nationally recognized public accounting firm selected by the Arena Manager. Following not less than a 30-day notice to the other parties, the Arena Manager may from time to time engage replacement accountants. (e) GAAP. All financial statements shall be prepared in accordance with GAAP, except that the unaudited financial statements need not contain all footnotes required by generally accepted accounting principles. The financial statements shall fairly present in all material respects the financial condition and operating results as of the dates, and for the periods, indicated therein, subject in the case of the unaudited financial statements to normal year-end audit adjustments. 8.15.28.16.2 Inspection. (a) The Arena Manager shall, for a period of five years after the end of the Fiscal Year to which they pertain (or such longer time as may be required by Applicable Law), keep and maintain complete Account Records. (b) The Arena Manager shall require any Arena Sub-Manager to comply with the provisions of this Section and the inspection and audit rights of the parties granted herein. (c) The Arena Manager shall keep the Account Records separate and identifiable from any other records of the Arena Manager. 41
SUBSTANTIAL FINAL DRAFT 11/27/12 12:35 (d) Upon not less than five Business Days’ notice to the Arena Manager and the other parties, each of the City and the Team Owner (including their respective accountants and attorneys) shall be entitled to inspect the Account Records, during the period the Arena Manager is required to maintain them, at the Arena Manager’s office during normal business hours. 8.168.17 Audits.. 8.16.18.17.1 The City shall have the right to conduct an independent audit of the management and operation of the Arena Facility and the Account Records and the Team Owner Records by an independent certified public accounting firm selected by the City. (a) Any such audit shall be conducted after reasonable notice to the Arena Manager and at the Arena Manager’s normal business hours. (b) Notwithstanding any provisions to the contrary in this Agreement, the City’s right to conduct such an independent audit after the Termination Date shall survive any termination of this Agreement. 8.16.28.17.2 Overpayments/Underpayments. (a) If any such audit reveals an overpayment or an underpayment of any amount to be paid or distributed under this Agreement, then the City shall deliver to the Arena Manager a copy of the report of such audit prepared by the City’s independent certified public accounting firm. (b) The Arena Manager shall have the right to review such report and provide within 30 days of the receipt of the report information supporting an amount different from that set forth in the report, which different amount may indicate that there has been no overpayment or underpayment; and the parties shall in that event proceed in good faith to resolve any disagreement regarding such amount. (c) Within 30 days after the resolution of any such disagreement, if an overpayment or underpayment shall have occurred, in the case of an underpayment, the Arena Manager shall make a payment to rectify such underpayment, or, in the case of an overpayment, the City shall make a payment to rectify such overpayment. 8.16.38.17.3 Disputes. In the event of a dispute between or among the parties regarding the accuracy of the results of an audit conducted pursuant to this Section, the dispute shall be submitted to Arbitration as provided in this Agreement. 8.16.48.17.4 No Limitation on Governmental Powers. Nothing in this Section shall be construed as a limitation on the City’s governmental powers to audit and review tax reports and tax returns. 8.178.18 Litigation.. 8.17.18.18.1 Litigation Reports. (a) The Arena Manager shall deliver to the City and the Team Owner each month a report describing any of the following incidents that have occurred during the prior month of which the Arena Manager has knowledge: 42
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arena lease and management agreement city of glendale, arizona ...

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