As I entered the national headquarters of the Zenith Management Company on January 21, 2010, the portraits of company founders Manley Goldfine, Erwin Goldfine and Fannie Goldfine Benton beamed at me from a nearby wall, liking what they saw: An enterprising young man, moving with purpose. Perhaps I reminded them a little of themselves.
Located on the fourth floor of the Paulucci Building, next to the Aerial Lift Bridge, ZMC headquarters was smaller than I expected—narrow hallways and small offices furnished with typical office décor. ZMC manages more than thirty hotels nationwide, including the Edgewater Best Western and the Inn on Lake Superior in Duluth.
I was there for the monthly Spirit Mountain board meeting. Todd Torvinen, ZMC president and vice chairman of the Spirit Mountain board, had opened the ZMC conference room for that purpose.
A number of board members and Spirit Mountain employees were sitting around the table when I walked in. The conference room was much smaller than the lofty spaces of the Spirit Mountain chalet, where the board met before. This made it easier for me to record. I set my machine up in a vacant space at the table, next to Torvinen, and took a seat along the wall with my notebook.
I hadn’t been able to make it to a board meeting for a couple of months. It would be good to catch up.
At 5:04 p.m., Board Chair Nancy Nelson called the meeting to order. After approving the minutes and listening to a short report on the December financials from Spirit Mountain’s Director of Finance Jen Carlson, the board got down to the most pressing issue of the day: Approval of a lease-purchase agreement with Beacon Bank.
This agreement is the financial mechanism being used to finance Spirit Mountain’s new alpine coaster, which will be known as the Timber Twister.
Spirit Mountain Executive Director Renee Mattson explained to the board what she needed. First, she needed them to re-approve a resolution they had approved at their last meeting, which provided for the execution of the lease-purchase agreement. The reason they needed to do this was because Bob Toftey, Spirit Mountain’s bond counsel, “wanted the dates to match” on the resolution and the loan.
Bob Toftey is employed by the Fryberger, Buchanan, Smith & Frederick law firm, where he also serves as bond counsel to St. Louis County.
“I’m happy with the legal advice,” Mattson said with a little laugh. “If he tells me to do it that way…”
“He’s one of the best,” agreed Torvinen.
The motion was approved. The board turned their attention to the lease-purchase agreement itself.
“It’s a lot of legalese,” commented Mattson, sorting through papers. “The important part is that we’re starting with a fifteen-year loan that we fully plan to pay off in ten or less. But fifteen was the recommendation of Dennis Ramberg of Beacon Bank, to allow us time to get some operational months under our belts, see how things are going. Smaller payments. It can be for fifteen years. We’d prefer to pay it off sooner.”
The monthly payment on the loan, which was scheduled to close on January 26, would be $17,767. Mattson said the payment was “very doable.”
Vice Chair Torvinen explained that the loan had an interest rate that reset every five years to prevailing market conditions. Currently, the loan was at “a real nice rate” of less than four percent. He also noted that the project budget included “a sizable contingency…of about nine percent.”
“That’s good to know, just as you go into a project,” said Torvinen. “Anything over five is good.”
Board members had all received copies of the agreement from Mattson via email prior to the board meeting. They all seemed to be satisfied with it. After a brief discussion, they approved it unanimously.
Board Member Will Munger gave a report on the last meeting of the Nordic Committee. People didn’t cross-country ski at Spirit Mountain as much as elsewhere in the community because trails elsewhere were free. Board Member Jane Gilbert-Howard admitted that she fell into this category herself. Munger solicited suggestions from the board for improving the cross-country experience, and commented that he felt the “committee level” was the best place to ponder the future of cross-country skiing at Spirit Mountain.
Chair Nelson adjourned the meeting. I got up and started gathering documents from the table—the agenda, the minutes, the monthly financial report. I asked Nelson for a copy of the lease-purchase agreement. Nelson said nothing, but only looked over at Renee Mattson, who was leafing through the agreement.
My recorder was still on the table and running. The transcript follows.
John Ramos, Independent Journalist Extraordinaire: Could I get copies of the contracts that everybody signed?
Renee Mattson, Executive Director, Spirit Mountain: Not tonight.
Ramos: Well, the board signed them.
Mattson: Well, I don’t have copies.
Ramos: Well, you could probably manage to…they must have a copier around here.
Mattson: Um…
Ramos: Merely because you don’t have a copy right this second doesn’t mean I don’t get it.
Mattson: I never said that, did I? I think I told you in order to [obscured by cassette surface noise].
Ramos: I’m saying we could go make a copy right now.
Todd Torvinen, President, ZMC Hotels: I can make you one. What do you need?
Mattson: I’ve got a couple of things here. I’d just like to get [unclear] them first.
Ramos: Well, I’d rather not have to keep running back and forth trying to get copies.
Torvinen: What are you trying to get?
Ramos: The contracts that the board signed.
Torvinen: Those are legal documents at this point. You can’t take their—
Ramos: Legal documents with the Spirit Mountain Authority, correct?
Mattson: We don’t have to give you the documents, John.
Torvinen: We can give you those, but those are all in triplicate and they need to be put together into sequential order, and…
Ramos: Okay, so how long would it be and where could I get those?
Torvinen: Well, this is gonna go back to Fryberger and they’re gonna bind it into a bond document and then that becomes one sequential thing and then you can…
Ramos: It seems to me that it’s public property as soon as the board takes official action on it.
Torvinen: Don’t even go there. Bring it up in your article. I mean, this is like going to a city bond issue in the middle of a city council meeting and asking if you can get copies of the documents that they just signed.
Ramos: I think they copy the bond issue documents.
Torvinen: No one’s gonna throw it down a hole.
Ramos: Well, since they’re…since they’re…
Torvinen: Nobody’s trying to stonewall you here. We’re just trying to say this is not administratively convenient for anybody to do this.
Ramos: Since the agreement is closing on the 26th and it’s the 21st right now, when would I ever get that? Didn’t you say that the 26th is when it’s being closed on?
Torvinen: The loan is gonna be closed at the bank.
Mattson: We’re closing the 26th. The city has already approved this.
Torvinen: It’s already been approved.
Ramos: Right! Right! I understand that. That’s why I want to see copies. I mean, the city is already involved. It’s all public stuff.
Mattson: No, it’s not [obscured by other conversations].
Ramos: The city approved it, so…
Mattson: John—file a—go to the city. You’re not getting it tonight.
Torvinen: We try to accommodate you any which way we can. It’s something that’s collated, in triplicate, ten or fifteen different sizes….
Ramos: So where will I be able to obtain all this, then?
Mattson: I’ll be happy to stand at a copy machine for thirty minutes and get you your copies at some time when it’s all bound.
Ramos: Well, then, I’d be happy if you did, and don’t act like it’s a big imposition, either.
Torvinen: It is a big imposition. It is a—
Ramos: It’s a public document!
Mattson: You’re not gonna write anything positively or accurately, anyways. You have a history of doing that.
Ramos: Um…I believe I’m always accurate.
Mattson: You’re never accurate! What about that crap about the lift and our chairs at Spirit Mountain?
Torvinen: Unless you’re an attorney, you don’t even have the background to interpret that document.
Ramos: I can still look at it. I can still read it.
Torvinen: That’s what I’m saying. If you’re going to put work on your blog that misrepresents what the legal document is, that’s…
Ramos: My blog is an open blog. If there’s any misrepresentation, anybody who wants to is welcome to respond. Absolutely. It all goes through, too.
Torvinen: Yeah, all ten of those people may have. You know?
Ramos: Well, apparently you and a bunch of others are following it quite closely.
Mattson: The people that you lie and slander always read your blog.
Ramos: Who have I slandered?
Mattson: I think you’ve been slandering Spirit Mountain for the last year and a half, John, and I would appreciate some…
Torvinen: We’ll get you a copy of that. You can put it in writing. We’ll get it to you in the normal course of business, according to the public data [unclear].
[The conversation pauses. Other conversations in the room continue. Surface noise as recorder is placed in satchel. Conversation resumes, slightly muffled by satchel.]
Torvinen: It really is not…she’s really…are you [unclear] the process to…
Ramos: Well, I mean, if the agreement’s gonna be finalized on the 26th, that only gives me a week. If I go away now, then tomorrow it’s not ready, and the next day, that’s…even now…
Torvinen: What’s your goal in trying to bastardize the document? Are you with a bank or something, or what? I don’t know.
Ramos: Bastardize the document? That wasn’t my intention, no.
Torvinen: Well, what’s the point of trying to get it before the 26th? It’s gonna be the most boring document you ever read.
Ramos: Well, if it’s so boring, I’d like to read it. I like to read boring things.
Torvinen: But they won’t give it to you…they won’t even get the bound copy from the attorneys for several days until this is done.
Ramos: Well, how come it all goes through really smoothly right at the last minute, but beforehand, it’s like pulling teeth to get anything?
Torvinen: I don’t understand. This is…You could go…Have you ever asked for copies of city bond issues? Huh? That night? I mean, go to the council meeting and say, “We would like copies of this,” and they’re up in the mayor’s office signing them? Do you ever walk in there and—
Ramos: The bond issues are posted before the council meeting, even.
Mattson: This was approved by the council.
Ramos: That’s what I…I understand that. I like to see things that the council approves. I know the council approved it. I’d like to see it.
[a few seconds obscured by surface noise. Ramos and Mattson can be heard arguing.]
Ramos: If I’m so slanderous and libelous, let’s see some lawsuits. I’ve never slandered or libeled a single person.
As I said this, I was heading out the door. Torvinen said, “You need the publicity,” in a disgusted voice. Sadly, my recorder did not pick this up.
On Monday, January 25, I called Spirit Mountain and left a couple of messages for Mattson asking about my copies. Later, I received a return call from Jodi Nelson, Mattson’s assistant. Nelson told me that the contract I wanted was still at the bank and would be for several days. It might not get back to Spirit Mountain for a “couple of weeks.” If I wanted a copy, I would have to wait until then.
I didn’t make a fuss. What was the point? I had lost the battle the moment I left the boardroom. If you leave without the documents, it’ll be a long time before you ever see them again. I knew that.
What I didn’t know was how long Spirit Mountain was going to keep this up. Would my blog become some kind of action-packed serial, featuring showdown after showdown with the Spirit Mountain board, each and every month, forever? Or would they finally see the error of their ways and simply give me the copies I required?
I hoped the latter, but suspected the former.
on Jan 30th, 2010 at 6:09 pm
Great work John! Keep them on their toes. The public Authorities all deserve far more attention than they get. The Spirit Mountain Authority has a long history of abusing the law and the public trust. I remember reading about 5-8 years worth of their minutes from the time period when they were discussing the Golf Course. They routinely broke the state’s Open Meeting law. I thought they were getting better under the new leadership, but it sure doesn’t take long for the old patterns to return. Doesn’t Mattson know she is a public employee? Everything they do is subject to disclosure.
And by the way, if you ever asked for a copy of the bond documents after a council meeting, you would get them immediately because each councilor has a copy, and most councilors immediately toss them into the recycling bin after the vote.
I can’t believe the SMRA Board voted on something that they apparently didn’t even have copies of. Pretty sad.
on Feb 14th, 2010 at 11:41 am
Just stopped in to see what is the latest community coverage here.
Ramos as usual is on-spot in his questioning… while any professionalism on the part of a couple of the board members came off as pretty shoddy…their arguments if one can call it that ,went downhill all the way.
Was it Mattson that used the local slang word “anyways”?
Now there’s a term that slays the board person dragon here, right in the mouth.
No, not exactly ‘legalese’ eh? So, I looked the slang word up in Urban Dictionary on the web…
“anyways: a term used by complete and utter cunts. People who say this tend to say “anywho’ rather than ‘anyhow.”
Not the heart of the issue here and shouldn’t make a big fuss over a dumb word and I should just accept it as part of the rhetorical climate and say “Thanks for the interesting board meeting expose, to Ramos… and even thank the not too professional response of some of the board members…thanks ‘youse guys’ too. cheers…
on Feb 14th, 2010 at 3:08 pm
I cannot imagine the Duluth Port Authority or the Duluth Transit Authority acting that way. You should file an open records complaint. If this is all in context, it is stunning that they avoided the topic and attacked your blog.