HomeMy WebLinkAbout2024.08.12 EDAPE conomic Development
Authority
City Hall Council Chambers
A ugust 12, 2024
AGE NDA
1.Call to Order
The City Council requests that attendees turn off cell phones and pagers during the meeting. A
copy of the full C ity Counc il packet, including E D A (E conomic Development Authority ), is
available to the public. The packet ring binder is located at the entrance of the council
chambers.
2.Roll Call
3.Approval of Consent Agenda
The following items are considered to be routine by the Economic Development Authority (E D A)
and will been acted by one motion. There will be no separate disc ussion of these items unless a
Commissioner so requests, in whic h event the item will be removed from the c onsent agenda
and considered at the end of Commission Consideration I tems.
a.Approval of Minutes
- Motion to approve the minutes.
b.Resolution A pproving the Micro-Facade Grant Award to O G A Madam
-Motion to approve a resolution approving a Micro-Grant Facade P rogram
award to O G A Madam
4.Commission Consideration Items
5.Adjournment
Economic Development Authority
DAT E:8/12/2024
TO :C ity C ouncil
F R O M:D r. Reggie Edwards, City Manager
T H R O U G H :Reggie Edw ards , D eputy City Manager
BY:Barb S uciu, A ssistant City Manager/C ity C lerk
S U B J E C T:A pproval of Minutes
Requested Council A con:
- Moon to approve the minutes.
B ackground:
I n accordance with M innesota S tate S tatute 15.17, the official records of all mee5ngs must be documented
and approved by the governing body.
B udget I ssues:
N/A
I nclusive C ommunity Engagement:
- None
A nracist/Equity Policy Effect:
- None
S trategic Priories and Values:
AT TA C H M E N TS :
D escrip5on U pload D ate Type
7.8 E DA 8/8/2024 Backup M aterial
7/8/24 -1- DRAFT
MINUTES OF THE PROCEEDINGS OF THE
ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF BROOKLYN CENTER
IN THE COUNTY OF HENNEPIN AND THE
STATE OF MINNESOTA
REGULAR SESSION
JULY 8, 2024
CITY HALL – COUNCIL CHAMBERS
1. CALL TO ORDER
The Brooklyn Center Economic Development Authority (EDA) met in Regular Session called to
order by President April Graves at 8:24 p.m.
2. ROLL CALL
President April Graves and Commissioners Marquita Butler, Kris Lawrence-Anderson, Dan
Jerzak, and Teneshia Kragness. Also present were City Manager Reggie Edwards, Director of
Fiscal & Support Services Angela Holm, Director of Parks and Recreation Cordell Wiseman,
Assistant City Manager/City Clerk Barb Suciu, Deputy City Clerk Shannon Pettit, and City
Attorney Siobhan Tolar.
DISCUSSION ON HERITAGE CENTER CATERER SITUATION
Dr. Edwards introduced the item and invited Parks and Recreation Director Cordell Wiseman to
continue the Staff presentation.
Mr. Wiseman explained that a new General Manager had started in March 2024, and they had gone
over the budget together. During the process, concerns with some invoicing came up. They
reviewed the contract, and so did the city attorney. The contract revealed the city could not afford
the agreement with FLIK for catering anymore.
Mr. Wiseman pointed out that a number of measures have been put in place to avoid similar issues
in the future. First, staff has added a step in the process for the general manager to sign off on the
invoice before passing it along to the finance department. They will begin quarterly meetings
regarding the budget with FLIK, which will give the city a better understanding of revenue and
profits.
Mr. Wiseman added a 60-day notice was sent to FLIK to terminate the contract. Therefore, the
contract will end toward the beginning of September 2024. He is finalizing the Request for
Proposals and will pass it along to legal for review. During the gap in catering, he has secured a
caterer to handle events.
7/8/24 -2- DRAFT
Mr. Wiseman stated the Finance Department has reviewed some discrepancies in the invoices.
They are prepared to take steps to recover the money. They hope to resolve the issue through
conversations, but the Finance Department will consult with the City Attorney as needed.
Finance Director Angela Holm pointed out during the last conversation with the EDA regarding
the caterer that a large number was presented to the EDA, reflecting the overages FLIK owes to
the city. FLIK is not supposed to exceed 70 percent of the cost of business in comparison to the
catering revenue. The calculation was presented to FLIK, but they disagreed and offered an
alternative calculation. Staff reconciled the numbers provided by FLIK and learned the internal
calculations included information that shouldn't have been part of the consideration.
Ms. Holm explained before 2020, a portion of the Heritage Center catering salaries could have
been included in the calculation for the cost of business. However, the current contract only
includes that assistance if FLIK were to ask for it specifically. Before 2020, it was more of an
overhead cost to cover part-time employees and administrative efforts, and it amounted to $60,000.
The catering Staff at the Heritage Center has increased.
Ms. Holm noted once the expenses were removed, staff spoke with FLIK again with a new
calculation. The new calculation is lower than the one previously reported to the EDA. The years
2022 and 2023 were within the 70 percent range. The new calculation from staff and the initial
calculation from FLIK are much closer. It only different by a few thousand dollars. She anticipates
a quick response from FLIK.
Ms. Holm stated there was ultimately a breakdown in communication resulting in the discrepancy.
The calculation was not provided during the transition. The Finance Department and the Heritage
Center look forward to working more closely together in the future.
President Graves noted it is encouraging that new lines of communication are being opened and
that the discrepancy is much smaller than previously believed.
Commissioner Lawrence-Anderson stated it would be important for contract negotiations be under
the Finance Department and legal team. The financial contract professionals should be overseeing
the process. She asked if the invoices were sent directly to the Finance Department.
Ms. Holm stated that an electronic format was sent out to everyone. From there, the Finance
Department codes them and moves them along in the process. If invoices are sent all over, then
they may sit in someone's mailbox. Due to the volume of supporting documents for the FLIK
invoices, it has been determined that the Heritage Center staff will work with FLIK to ensure there
aren't any obvious errors before passing the invoices along to the Finance Department.
Commissioner Lawrence-Anderson suggested the request from the Finance Department to receive
all of the invoices directly should be a policy.
7/8/24 -3- DRAFT
President Graves asked if the city was conducting financial practices properly. She asked how
new staff are being adequately onboarded to ensure consistency over time and that best practices
are followed.
Commissioner Lawrence-Anderson suggested Dr. Edwards meet with the Directors to reiterate the
invoicing process.
Commissioner Kragness stated her understanding from the previous meeting about catering was
that the Finance Department received the invoices and paid them without additional review from
the Heritage Center. She asked if the Finance Department was paying invoices without the proper
receipts or other documentation. She asked how the leadership in the Finance Department didn't
catch the error.
Mr. Wiseman pointed out that the process requested by the Finance Department has always been
followed. The change is to have more communication between the Heritage Center and the caterer.
The invoices will be more closely reviewed. The Heritage Center didn't understand the contract
due to inconsistency amongst the leadership.
Commissioner Kragness stated there needs to be a better onboarding process for new employees
and transitions. This mistake cost the city $300,000 because the contract was misunderstood.
Commissioner Kragness asked what charges were being made over the 70 percent.
Ms. Holm stated the cost of business was the consolidated amount of what they were charging,
such as food, supplies, and staff time. 2020 and 2021 need to be considered in a different light
financially because of the strain on hospitality. FLIK continued to have employees at the Heritage
Center despite the lack of events, and the city is responsible for paying for some of its benefits.
What FLIK was doing was around the 70 percent mark. When staffing time at the Heritage Center
was added, it exceeded 70 percent.
Commissioner Kragness noted that when the city's revenues were lower due to the pandemic, FLIK
continued to send their employees to the Heritage Center. It seems as though FLIK overcharged
and took advantage of the contract. She asked why the city would consider having another contract
with them.
Mr. Wiseman stated he doesn't believe he has the right to tell any caterer they cannot apply for an
RFP.
Commissioner Lawrence-Anderson noted her agreement with Commissioner Kragness. However,
she doesn't want a lower-quality caterer to take over the role. She asked if Ms. Holm was involved
in the entire contract process.
Ms. Holm stated she wasn't involved in the development of pre-existing contracts. However, she
has been promoting collaboration across Departments so the Finance Department can provide
input on financial contracts. It is also helpful for the Finance Department to understand their
reporting requirements.
7/8/24 -4- DRAFT
Commissioner Lawrence-Anderson asked the EDA if there was a consensus to recommend that
the Finance Department be involved in contract development across departments.
Commissioner Kragness stated the Finance Department doesn't need to be part of the negotiation.
However, they must be aware of the reporting requirements and financial implications.
Mr. Wiseman pointed out several eyes on contracts before approval, such as those for finance,
legal, and city management. It is a similar process to the RFP.
President Graves acknowledged Ms. Holm had to do some clean-up for the city's financials upon
her arrival. She suggested that the Finance Department host training for other employees regarding
contracts, invoices, and the like.
Commissioner commended the staff for finding the error and creating additional steps to avoid
similar problems.
Commissioner Jerzak stated he doesn't want to micromanage finance policies. However, it would
benefit finance staff to review contracts before they are finalized.
Commissioner Jerzak pointed out that the EDA was presented with inaccurate information
regarding the contract and discrepancies at the last meeting. The information from staff influenced
the EDA's decision to terminate the contract with FLIK. The information must be correct. He
thanked staff for acknowledging their mistake and noted the importance of accountability.
Commissioner Jerzak stated the Heritage Center needs to be profitable. He requested regular
updates on the profits. It is not the taxpayer's role to offset wedding and corporate event costs.
Commissioner Jerzak reiterated the importance of collaboration across Departments, especially
for the Finance Department to review financial contracts as they are ultimately responsible for the
audits.
Commissioner Kragness noted that if FLIK doesn't agree with the numbers prepared by staff, staff
should be prepared with the numbers and point out that FLIK has been overcharging the city since
the beginning of the contract. Ms. Holm stated the current contract was reviewed. However, there
were previous contracts with other stipulations. Commissioner Kragness' suggestion would
require reviewing old contracts. Commissioner Kragness stated that if the city will invest money
in the legal route to recoup anything, then all financial considerations need to be explored.
Commissioner Jerzak stated FLIK does have the right to re-apply for the contract. However, it
should be stipulated that they pay up on any discrepancies before being awarded another contract.
Mr. Wiseman stated he is looking forward to move on and learn from this relationship. We are
going to have new processes. He assured everything needs to be reconciled and he didn’t believe
that within 60 days the trust can be established.
7/8/24 -5- DRAFT
3. APPROVAL OF AGENDA AND CONSENT AGENDA
Commissioner Lawrence-Anderson moved, and Commissioner Butler seconded to approve the
Agenda and Consent Agenda, and the following items were approved:
3a. APPROVAL OF MINUTES
1. June 24, 2024
3b. DISCUSSION ON HERITAGE CENTER CATERER SITUATION
Motion passed unanimously.
4. COMMISSION CONSIDERATION ITEMS
None.
5. ADJOURNMENT
President Graves moved, and Commissioner Lawrence-Anderson seconded adjournment of the
Economic Development Authority meeting at 9:08 p.m.
Motion passed unanimously.
Economic Development Authority
DAT E:8/12/2024
TO :C ity C ouncil
F R O M:D r. Reggie Edwards, City Manager
T H R O U G H :J esse A nders on, C ommunity D evelopment D irector
BY:Krys-n Eldridge, A s s ociate P lanner
S U B J E C T:Res olu-on A pproving the M icro-Facade G rant A w ard to O G A M adam
Requested Council A con:
-Mo-on to approve a resolu-on approving a M icro-G rant Facade P rogram award to O G A Madam
B ackground:
I n 2024, the Brooklyn C enter Economic D evelopment A uthority approved $30,000 for the Micro-grant
Facade I mprovement P rogram and provided E DA funds to support the program.
The purpos e of the Micro-grant Façade I mprovement P rogram is to s upport busines s es with exterior
improvements , beau-fica-on and repairs. The inten-on is to encourage and as s is t bus inesses w ith
improving the exterior of proper-es w hile improving the public realm, beau-fying bus inesses , improving
public s afety and maintaining cleanliness.
A s part of the 2021 budget, the Brooklyn C enter C ity C ouncil iden-fied a s trategic Council P riority to
promote beau-fica-on and cleanlines s . The goal of the strategy w as to put into effect new programs and
approaches to improve the look and quality of the city. O ne of the ac-vi-es under this priority that w as
iden-fied was to explore and implement a program to incen-vize bus inesses to inves t in beau-fica-on
s trategies. The E DA budget included $50,000 to fund such a program in 2023.
The P rogram Policies and P rocedures are a?ached to this report. G rant proceeds w ould be able to be us ed
for the follow ing purpos es:
I nstalla-on, repair or replacement of exterior s ignage including, monument signs on the property and
w all signs affixed to the building Exterior ligh-ng
Exterior pain-ng
Repair and /or replacement of w indow s and exterior doors
Mas onry repairs and tuck poin-ng
A rt installa-ons and wall murals, w ith an approved maintenance plan
Canopy and/or awning ins talla-on or repair Pedes trian improvements , which improve access for
pers ons w ith dis abili-es.
Permanent site improvements (w alks , pa-os, courts)
Trash and mechanical enclosures
Parking area repairs and improvements (including the addi-on of bicycle facili-es )
S ecurity cameras , as approved by the Brooklyn Center Police D epartment
Fences
Materials for any of the above iden-fied items
S taff review ed the applica-on bas ed on the informa-on provided the applica-on meets the minimum
requirements for eligibility. O ga Madam is eligible for a $2,570 reimburs ement bas ed on the program
guidelines and s ubmi?ed materials. The total cos t of the sign is $5,139. The grant w ould cover 50% of the
cos t.
B udget I ssues:
E DA has allocated $30,000 budget to the Micro-G rant Facade I mprovement P rogram for 2024.
I nclusive C ommunity Engagement:
A nracist/Equity Policy Effect:
S trategic Priories and Values:
AT TA C H M E N TS :
D escrip-on U pload D ate Type
Res olu-on 8/6/2024 Resolu-on Le?er
A pplica-on and I nvoice 8/6/2024 Backup M aterial
S ign P lans 8/6/2024 Backup M aterial
2021 M icro Facade Res olu-on and Policy/A pplica-on 8/6/2024 Resolu-on Le?er
G rant A greement 8/6/2024 Backup M aterial
Member introduced the following resolution
and moved its adoption:
RESOLUTION NO. _______________
RESOLUTION APPROVING THE AWARD OF A GRANT UNDER THE MICRO-
GRANT FACADE PROGRAM
WHEREAS, the City Council of Brooklyn Center, Minnesota (the
"Authority") was created pursuant to Minnesota Statutes, sections 469. 090 through 469 .1082 to
exercise its powers to promote and protect economic development within the City of Brooklyn
Center ("City"); and
WHEREAS, on April 26, 2021, the Authority exercised its authority to establish
the Micro-Grant Facade Program to promote local businesses by encouraging the improvement
of business facades within the City; and
WHEREAS, the business has applied for a grant under the Program and the
Economic Development Authority desires to award the grant for use in accordance with the
guidelines established for the Program and the terms and conditions of the agreement established
for the Program, which is attached hereto as Exhibit A ("Grant Agreement").
NOW, THEREFORE, BE IT RESOLVED by the Economic Development
Authority of Brooklyn Center, Minnesota Board of Commissioners ("Board") as follows:
1. The Board hereby awards $2,570 in grants under the Program to the following
businesses and in the following amounts:
Business Grant Amounts Use
Oga Madam $2,570 Improved Signage
2. The business shall utilize the grant funds in accordance with the Program guidelines and
the Grant Agreement.
3. Staff are hereby authorized to enter into Grant Agreements with the businesses, issue the
grant, and to otherwise take such actions as may be necessary to carry out the grant.
August 12, 2024
Date Mayor
ATTEST:
RESOLUTION NO. _______________
City Clerk
The motion for the adoption of the foregoing resolution was duly seconded by member
and upon vote being taken thereon, the following voted in favor thereof:
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.
APPROV ED A PPR OVED WITH CHANG ES S UBMIT ANOTH ER PR OOF
SIGNED:DATE:
RE TURN APPROVAL VIA EMAIL amanda.holmgren@FASTS IGNS.COM
PR OPERT Y A DDRESS:
6024 Shingle Creek Pkwy
Brooklyn Center, MN 55430
Site LocationSign Location
Oga Madam - Brooklyn Center, MN - Job ID# 392-99852
1
SI
G
N
A
G
E
D
E
T
A
I
L
S
PROJECT TITLE:
APPROV ED A PPR OVED WITH CHANG ES S UBMIT ANOTH ER PR OOF
SIGNED:DATE:
RE TURN APPROVAL VIA EM AIL amanda.holmgren@FASTS IGNS.C OM
PR OPERT Y A DDRESS:
6024 Shingle Creek Pkwy
Brooklyn Center, MN 55430
Materials Specs:
Face-lit LED channel letters
Single-stroke LEDs inside cans
Mounted with aluminum raceway
Fabricated aluminum painted nish
SI
G
N
1
12.83 ft
1.
7
f
t
21.8 sq.ft.
TOTAL SIGN AREA:
From the North/Front Elevation -
Per Chapter 35-6602 a multi
establishment may have an wall sign
on each of its exterior walls, and can
be up to 10% of the aggregate area of
the wall supporting the sign
Cannot be clear if its is internally lit
Approved
APPROV ED A PPR OVED WITH CHANG ES S UBMIT ANOTH ER PR OOF
SIGNED:DATE:
RE TURN APPROVAL VIA EM AIL amanda.holmgren@FASTS IGNS.COM
PR OPERT Y A DDRESS:
6024 Shingle Creek Pkwy
Brooklyn Center, MN 55430
TOTAL OCCUPANCY FRONTAGE:
504 sq.ft.
TOTAL SIGN AREA:
21.8 sq.ft.
28 ft
18
f
t
Night Representation | LED Illuminated
SIGN 1
Commissioner Elliott introduced the following resolution and moved its adoption:
EDA RESOLUTION NO. 2021-04
RESOLUTION APPROVING POLICY AND PROCEDLIRES FOR
MICRO -GRANT FA(ADE IMPROVEMENT PROGRAM
WHEREAS, the Economic Development Authority of Brooklyn Center,
Minnesota (the "EDA") acknowledges the need to provide financial assistance to small and
medium sized businesses to forward the economic development objectives of the City of
Brooklyn Center (the "City"); and
WHEREAS, the EDA has determined to adopt written procedures regarding how
the City will carry out its micro -grant fagade improvement program, and to that end has
caused to be prepared a document titled Policy and Procedures for the Micro -grant Fagade
Improvement Program of the Brooklyn Center Economic Development Authority as set forth
in Exhibit A attached hereto (the "Policy").
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of
the Economic Development Authority of Brooklyn Center, Minnesota (the "Board"), as
follows:
1. The Board hereby adopts the Policy.
2. EDA staff are authorized to take all actions necessary to carry out the
Policy.
Apri126, 2021
Date President
ATTEST:JbLU6
City Cleric
The motion for the adoption of the foregoing resolution was duly seconded by member
Ryan
and upon vote being taken thereon, the following voted in favor thereof.
Butler, Elliott, Graves, Ryan
and the following voted against the same: None.
whereupon said resolution was declared duly passed and adopted.
1
MICRO FAÇADE GRANT AGREEMENT
THIS GRANT AGREEMENT (“Agreement”) is made effective as of August 12, 2024, by
and between Oga Madam Kitchen, a Minnesota Limited Liability Corporation (the “Grantee”),
and the Economic Development Authority of Brooklyn Center, a public body corporate and politic
under the laws of Minnesota (“Lender”).
RECITALS
A. Grantor has duly established its Micro-Facade Grant Program (the “Program”) and
has approved policy and guidelines for said Program (the “Program Guidelines”).
B. Grantee has submitted an application for a grant (the “Grant Application”) pursuant
to the Program Guidelines, and Grantor has approved a grant to the Grantee in the maximum
principal amount of $5,000 (the “Grant”) to pay a portion of the costs of qualifying expenditures
under the Grant Guidelines as set forth in the Grant Application, in connection with Grantee’s
business located at 6024 Shingle Creek Parkway in the City of Brooklyn Center, Minnesota (the
“City”) (the “Grant Activities”).
C. The Grantor and Grantee have negotiated the terms of the Grant, and now desire to
memorialize such terms in this Agreement.
ACCORDINGLY, to induce Grantor to make the Grant to Grantee, and for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. The Grant Amount. Subject to and upon the terms and conditions of this
Agreement, the Program Guidelines, and the Grant Application (together, the “Grant
Documents”), Grantor agrees to grant to Grantee the sum of two-thousand five-hundred seventy
dollars ($2,570) and provide Grantee with sign installation and associated fees for beautification
of the storefront. Proceeds of the Grant shall be disbursed for the Grant Activities approved
pursuant to the Grant Documents in accordance with Section 2 hereof.
2. Disbursement of Grant Proceeds.
(a) All Grant proceeds shall be paid to Grantee in accordance with the terms
and conditions of the Grant Documents. Notwithstanding anything to the contrary herein,
any costs of the Grant Activities exceeding the amount to be reimbursed under this
Agreement shall be the sole responsibility of the Grantee.
(b) On the date of closing on the Grant, Grantor shall direct Oga Madam LLC.
to distribute Grant proceeds to the Grantee for façade improvement. The disbursement of
proceeds of the Grant will be made subject to the conditions precedent prior to or as of the
date of disbursement:
2
(i) The Grantor has received from Grantee, without expense to Grantor,
an executed copy of this Agreement;
(ii) Grantee is in compliance with the terms of the Grant Documents.
3. Representations and Warranties. Grantee represents and warrants to Grantor that:
(a) Grantee is duly authorized and empowered to execute, deliver, and perform
this Agreement and to receive the Grant from Grantor.
(b) The execution and delivery of this Agreement, and the performance by
Grantee of its obligations under the Grant Documents, do not and will not materially violate
or conflict with any applicable provision of law and do not and will not materially violate
or conflict with, or cause any default or event of default to occur under, any material
agreement binding upon Grantee.
(c) The execution and delivery of this Agreement has been duly approved by
all necessary action of Grantee, and this Agreement has in fact been duly executed and
delivered by Grantee and constitutes its lawful and binding obligation, legally enforceable
against it.
(d) Grantee warrants that it shall keep and maintain books, records, and other
documents relating directly to the receipt and disbursements of Grant proceeds and that
any duly authorized representative of Grantor shall, with reasonable advance notice, have
access to and the right to inspect, copy, audit, and examine all such books, records, and
other documents of Grantee pertaining to the Grant until the completion of all closeout
procedures and the final settlement and conclusion of all issues arising out of this Grant.
(e) Grantee warrants that to the best of its knowledge, it has fully complied with
all applicable state and federal laws reasonably relevant to this Agreement and will
continue to comply throughout the terms of this Agreement. If at any time Grantee receives
notice of noncompliance from any governmental entity, Grantee agrees to take any
necessary action to comply with the state or federal law in question.
(f) Grantee warrants that it will use the proceeds of the Grant made by Grantor
solely for the Grant Activities, and Grant funds have been utilized and providing evidence
in the form of paid invoices, statements, or similar.
(g) Grantee acknowledges that Grant funds may only be used for eligible
expense under the Program Guidelines. If it is determined by an audit or review that Grant
funds have been misspent, Grantee shall be liable to Grantor for the amount deemed to
have been misspent.
4. No Business Subsidy. The parties agree that the Grant is not a business subsidy as
defined in Minnesota Statutes, Sections 116J.993 to 116J.995, as amended (the “Business Subsidy
Act”), because the assistance is in an amount less than $150,000.
3
5. Event of Default by Grantee. The following shall be Events of Default under this
Agreement:
(a) failure to complete any part of the Grant Activities by December 31, 2024;
(b) any representation or warranty made by Grantee herein is false when made;
(c) any material breach or failure of Grantee to perform any material term or
condition of this Agreement not specifically described as an Event of Default in this
Agreement and such breach or failure continues for a period of thirty (30) days after
Grantor has given written notice to Grantee specifying such default or breach, unless
Grantor agrees in writing to an extension of such time prior to its expiration; provided,
however, if the failure stated in the notice cannot be corrected within the applicable period,
Grantor will not unreasonably withhold its consent to an extension of such time if
corrective action is instituted by Grantee within the applicable period and is being
diligently pursued until the Event of Default is corrected, but no such extension shall be
given for an Event of Default that can be cured by the payment of money (i.e., payment of
taxes, insurance premiums, or other amounts required to be paid hereunder).
6. Grantor's Remedy upon Grantee's Default. Upon an Event of Default by Grantee
and after provision by Grantor of written notice, Grantor shall have the right to suspend or
terminate its performance under this Agreement. In addition, Grantee will be ineligible for future
grants under the Program.
7. Indemnification.
(a) Grantee shall and does hereby agree to indemnify against and to hold
Grantor, and its officers, agents, and employees, harmless of and from any and all liability,
loss, or damage that it may incur under or by reason of this Agreement, and of and from
any and all claims and demands whatsoever that may be asserted against Grantor by reason
of any alleged obligations or undertakings on its part to perform or discharge any of the
terms, covenants, or agreements contained herein.
(b) This indemnification and hold harmless provision shall survive the
execution, delivery, and performance of this Agreement and the payment by Grantor of
any portion of the Grant.
(c) Nothing in this Agreement shall constitute a waiver of or limitation on any
immunity from or limitation on liability to which Grantee is entitled under law.
8. Miscellaneous.
(a) Waiver. The performance or observance of any promise or condition set
forth in this Agreement may be waived, amended, or modified only by a writing signed by
4
Grantee and Grantor. No delay in the exercise of any power, right, or remedy operates as a
waiver thereof, nor shall any single or partial exercise of any other power, right, or remedy.
(b) Assignment. This Agreement shall be binding upon the parties, their
successors, and assigns. All rights and powers specifically conferred upon Grantor may be
transferred or delegated by Grantor to any of its successors and assigns. Grantee's rights
and 4 obligations under this Agreement may be assigned only when such assignment is
approved in writing by Grantor; except that if such assignment is made to an affiliate or
subsidiary of Grantee, Grantee may assign any of its rights or obligations to such affiliate
or subsidiary upon written notice to the Grantor.
(c) Governing Law. This Agreement is made and shall be governed in all
respects by the laws of the state of Minnesota. Any disputes, controversies, or claims
arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and
all parties to this Agreement waive any objection to the jurisdiction of these courts, whether
based on convenience or otherwise.
(d) Severability. If any provision or application of this Agreement is held
unlawful or unenforceable in any respect, such illegality or unenforceability shall not affect
other provisions or applications that can be given effect, and this Agreement shall be
construed as if the unlawful or unenforceable provision or application had never been
contained herein or prescribed hereby.
(e) Notice. All notices required hereunder shall be given by depositing in the
U.S. mail, postage prepaid, certified mail, return receipt requested, to the following
addresses (or such other addresses as either party may notify the other):
To Grantor: Economic Development Authority of Brooklyn Center
6301 Shingle Creek Parkway, Brooklyn Center, MN 55430
Attn: Community Development Director
To Grantee: Oga Madam Kitchen, LLC
6024 Shingle Creek Parkway
Brooklyn Center, MN 55430
Attn: Joyce Aboge or James Aboge
(f) Termination. Upon the date of receipt by the Grantor of Grantee’s written
report on Grantee’s expenditure of Grant proceeds as described in paragraph 3
(f) of this Agreement, this Agreement shall terminate and neither party shall have any
further obligation to the other.
(g) Entire Agreement. This Agreement, together with the Grant Documents,
which are incorporated by reference, constitutes the complete and exclusive statement of
all mutual understandings between the parties with respect to this Agreement, superseding
all prior or contemporaneous proposals, communications, and understandings, whether oral
or written, concerning the Grant.
5
(h) Headings. The headings appearing at the beginning of the several sections
contained in this Agreement have been inserted for identification and reference purposes
only and shall not be used in the construction and interpretation of this Agreement.
IN TESTIMONY WHEREOF, each of the parties hereto has caused these presents to be
effective as of the day and year first above written.
Joyce Aboge
By:
Name:
Its: [Owner]
ECONOMIC DEVELOPMENT AUTHORITY OF
BROOKLYN CENTER
By:
Name:
Its: President
By:
Name:
Its: Executive Director