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HomeMy WebLinkAbout2025.03.24 EDAPECONOMIC DEVELOPMENT AUTHORITY MEETING City Hall Council Chambers March 24, 2025 AGENDA 1. Call to Order 2. Roll Call 3. Approval of Agenda and Consent Agenda a. Approval of Minutes b. Forfeiture Sale of 5951 Earle Brown Drive (Former Brown College Site) c. Resolution Opting Not to Waive Limited Tort Liability for 2025 4. Commission Consideration Items a. Heritage Center Catering Contract 5. Adjournment Page 1 of 58 Council Regular Meeting DATE: 3/24/2025 TO: Economic Development Authority FROM: Barb Suciu, City Clerk THROUGH: Daren Nyquist, Deputy City Manager BY: Shannon Pettit, Deputy City Clerk SUBJECT: Approval of Minutes Requested Council Action: - Motion to approve the minutes Background: Budget Issues: Inclusive Community Engagement: Antiracist/Equity Policy Effect: Strategic Priorities and Values: ATTACHMENTS: 1. 2025.02.10 EDA - unapproved Page 2 of 58 2/10/25 -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 FEBRUARY 10, 2025 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 8:47 p.m. 2. ROLL CALL President April Graves and Commissioners Kris Lawrence-Anderson, Dan Jerzak, Teneshia Kragness, and Laurie Ann Moore. Also present were City Manager Reggie Edwards, Parks and Recreation Director Cordell Wiseman, Fiscal and Support Services Director Angela Holm, City Clerk Barb Suciu, and City Attorney Siobhan Tolar. 3. APPROVAL OF AGENDA AND CONSENT AGENDA President Graves moved and Commissioner Lawrence-Anderson seconded to approve the Agenda and Consent Agenda, and the following item was approved: 3a. APPROVAL OF MINUTES 1. January 13, 2025 – Regular Session Motion passed unanimously. 4. COMMISSION CONSIDERATION ITEMS 4a. RESOLUTION AUTHORIZING THE HERITAGE CENTER OF BROOKLYN CENTER TO ENTER INTO A CONTRACT WITH MINTAHOE CATERING AND EVENTS FOR MANAGEMENT AND OPERATIONS OF THE HERITAGE CENTER CATERING FACILITIES AND AUTHORIZING THE EXECUTIVE DIRECTOR AND RECREATION DIRECT TO EXECUTE SUCH CONTRACT Executive Director Reggie Edwards introduced the item and noted the contract wouldn’t normally be presented to the Council. Due to the history of the catering contract, Staff decided to provide information on the contract. He invited Parks and Recreation Director Cordell Wiseman to continue the Staff presentation. Page 3 of 58 2/10/25 -2- DRAFT Parks and Recreation Director Cordell Wiseman noted Mintahoe provided an opportunity for the Heritage Center to minimize its expenses. The caterer will take on the food and staffing needs. The revenue should increase with this change. There will be a $300,000 investment into the Heritage Center thanks to Mintahoe. The new space will be able to generate additional revenue. Mr. Wiseman added the new catering agreement will better meet the needs of the community. The food will be a lower cost. There has been a request to allow community vendors. Mintahoe offers subsidized contracting with other licensed caterers. Mintahoe understands the community’s needs, which is a highlight. Commissioner Jerzak pointed out he requested the annual net balances for the Heritage Center over the past ten years and received information and commentary from Dr. Edwards. The accumulative net negative balance has been over $5 million. Only in 2016 and 2018 has there been a positive net balance, which was less than $150,000. The net balance for 2025 is projected at $518,000. The sales have been around $700,000. The Heritage Center has not been supported with any General Fund dollars. However, the reserve funds have been drained. Commissioner Jerzak noted the Heritage Center is projected to operate in the positive over the next few years. However, the savings account has been drained, and replenishing it would be a heavy lift. A presentation on the Heritage Center’s solvency needs to be expedited due to financial hemorrhaging. Commissioner Jerzak implored the Council to consider denying the two-year contract. His concerns have nothing to do with the contractor itself. The contract includes the $300,000 investment, but it isn’t necessarily a benefit to Brooklyn Center. Until the Heritage Center returns to profitability, additional investment is premature. He noted he would entertain a month-to-month contract. Commissioner Jerzak added while the General Fund has not been used to fund the Heritage Center, the purpose of an enterprise fund is to offset the tax levy and benefit the General Fund. The dismal ten-year financial history needs to be considered. Commissioner Jerzak stated their residents are struggling to pay their water bills, and they are set for a 25 percent increase for three years. There is nearly $400,000 in delinquent accounts. There is no need to subsidize business lunches or private weddings. The liquor stores and golf course also need to be reviewed. Commissioner Kragness noted that 72 percent of the contract goes to the manager. She asked if the last contract was 70 percent. Mr. Wiseman confirmed that this is correct. Commissioner Kragness stated the City is giving the caterer more money then. Mr. Wiseman stated they would be giving the contractor more money, but the contractor would be paying for food and personnel. With the last contract, once the caterer met their maximum, they had no incentive to continue generating money. The new caterer also has affordable catering costs. Page 4 of 58 2/10/25 -3- DRAFT Commissioner Kragness stated the last contract was not set up to make money for the City. It is difficult to support a new contract that gives away even more money. She asked where in the contract it states the caterer will pay for personnel and food. Mr. Wiseman explained it is not in the contract. Now the billing process is different. Commissioner Kragness noted there is a monthly wire transfer. Wire transfers are expensive, so it doesn’t make sense for the City to pay for wire transfers. Fiscal and Support Services Director Angela Holm explained wire transfers are common for the City’s vendors. The fee for wiring is not oppressive and is preferred by vendors over ACH. Commissioner Kragness stated the ACH doesn’t have any fees. It is unreasonable for the City to sign up for additional transfer expenses on a regular basis. Ms. Holm stated she would look up the wiring fee and provide the information to Council. Commissioner Kragness stated she would like to know how many vendors are being paid through wire transfers. Ms. Holm stated she would collect that information as well. Commissioner Moore noted the enterprise fund has lost $5 million over the past ten years. The City cannot keep subsidizing such a loss. She stated she would like more information on where the money came from to bail out the Heritage Center. While she cannot support a two-year contract, she would consider a monthly contract as there are already some 2025 events planned with catering. There needs to be an alternative solution to handle the Heritage Center in the long run. Commissioner Lawrence-Anderson agreed the financial loss is concerning. She asked if the City wants to stay in the events business or to rent out the space for another group to operate. The numbers are staggering. The enterprise fund is supposed to generate money for the City. The liquor stores and golf course also need to be reviewed. The City cannot afford to pay for others to do business. The management model needs to be reviewed. Commissioner Jerzak asked if the Heritage Center is operating without a contract. Mr. Wiseman stated the temporary contract that was previously approved allowed for him to negotiate an extension. Commissioner Jerzak asked if the existing contract allows for a month-to-month extension. Dr. Edwards stated the contract allowed for an extension, which has been entered. There is not an option for month-to-month in the contract, and it was not included in the RFP. A month-to-month RFP may not result in a contractor. Commissioner Jerzak agreed he wants to consider all alternatives such as how Brooklyn Park became a landlord. He asked if the deposits for upcoming events are a liability until the contract is executed. If the contract cannot be extended, then the deposits can be refunded. They may need to halt operations until a more viable plan can be discussed by Council. Commissioner Jerzak asked if other vendors could be considered with a new RFP. Page 5 of 58 2/10/25 -4- DRAFT Dr. Edwards explained there isn’t anything to give back to those who have booked with the Heritage Center. The Heritage Center would be at a loss for not making money with a given event. As it stands, there is only one vendor contracted with the Heritage Center. If the contract isn’t renewed, then there isn’t a caterer available to use for planned events. They don’t know the implications of halting business altogether. Dr. Edwards added the Heritage Center brings more people to Brooklyn Center than any other entity. Halting operations would impact more than the enterprise fund as other businesses would be affected. Dr. Edwards pointed out the model costs less, and there is an opportunity to invest $300,000 into the Heritage Center and, subsequently, earn more money. The City doesn’t have the revenue to afford a $300,000 investment on their own. Therefore, they are leveraging the opportunity with Mintahoe to invest in the Heritage Center. Dr. Edwards stated if the Heritage Center operated at a loss of $200,000 in 2026, it would run a negative balance that would need to be paid back. However, the Heritage Center brings so much to Brooklyn Center. Commissioner Jerzak stated if the Heritage Center was a private business, it would already have been shut down. The Council has not been presented with facts to support the claim of the Heritage Center’s significant impact on other Brooklyn Center businesses. Commissioner Jerzak asked if Mintahoe would consider less than a two-year contract and if there is another contractor who would be interested in a shorter contract. Dr. Edwards stated the original RFP received three proposals, so it is unlikely a shorter contract would attract another vendor. It would be difficult to convince a contractor to take on business with Brooklyn Center without long- term security. Mr. Wiseman agreed it would be difficult to find another contractor interested in taking on a short- term contract. There is a lot to learn about a new contract such as the equipment, working with Staff, the planning process, and so on. Mr. Wiseman noted other vendors rent the facility for an event. The payment may be received as a payment plan which will not be returned. Mr. Wiseman offered to return with alternative strategies. The business was hit really hard after COVID-19. The cash flow has moved to a positive. He is unsure where the $5 million deficit came from. Staff has significantly improved the outlook of the Heritage Center. Mr. Wiseman added Staff has had conversations regarding a timeline and exit strategy should the proposed plan not work. An exit itself is costly and would impact employees and the community. Staff is looking to better track the full impact of the Heritage Center in the City. Page 6 of 58 2/10/25 -5- DRAFT President Graves noted the Northwest Tourism Board has done similar data collection. She encouraged Staff to consider a survey to better measure the Heritage Center’s reach. She asked if there was a calculation to show the savings between the last contract and the new contract. Mr. Wiseman stated that $49,000 would be saved for a $3 million scenario. President Graves asked when the potential renovations would be complete. Mr. Wiseman stated once the contract is signed, the City will have access to the space. Then the timing would depend on finding contractors. Dr. Edwards stated the returns on the renovation investment wouldn’t be until the fourth quarter. They plan for a lighter year of scheduled events and building a reputation. Dr. Edwards pointed out the renters of the Heritage Center have a 90 percent return rate. Commissioner Kragness stated the Heritage Center is a Brooklyn Center staple, and she doesn’t want it to close. However, the numbers need to make sense. She noted her appreciation of the regular budget submissions. There also needs to be an audit to identify issues sooner. They need to learn from their past mistakes. Commissioner Kragness noted a contract will take time to generate money. Finding another contract will take even longer to generate money. The Council is hesitant to enter into another contract after the last one. Commissioner Kragness asked if renters of the space could find their own caterers for their events. Mr. Wiseman confirmed the idea has not been officially presented to Staff, but it is part of the long-term plan. He reiterated if the threshold is not met, then Staff will implement an exit strategy. It would be a process that includes meeting with other Staff. They plan to review both expenses and revenue. Commissioner Kragness asked how Mintahoe plans to get their $300,000 back. Mr. Wiseman stated Mintahoe has asked to be the preferred vendor. They are invested in the community, and they believe the investment will benefit the Heritage Center. Commissioner Kragness stated businesses intend to make money, and they should have a plan to recoup their investment. Dr. Edwards noted Staff has been asking themselves the same question about Mintahoe’s return on investment. The new space presents an opportunity to earn more revenue. Without a new space, everyone’s ability to earn revenue is inhibited. Commissioner Kragness asked what is preventing Brooklyn Center from getting the $300,000 capital investment and then finding a new vendor after the contract has expired. Dr. Edwards stated any early exit would require the City to pay back the investment. Commissioner Kragness asked what is preventing Brooklyn Center from getting the $300,000 capital investment and then finding a new vendor after the contract has expired. The vendor wouldn’t be able to recoup their investment within the two-year contract period. Page 7 of 58 2/10/25 -6- DRAFT Commissioner Jerzak read a portion of the contract that explained the investment of up to $300,000 is intended to increase revenue streams. Upon completion of the space, it would be marketed as another space for events. The parties agreed if the contract is exited early, prorated monies would be reimbursed to the manager. If it sounds too good to be true, then the Council needs to be skeptical. He asked if the caterer would consider a shorter contract without the $300,000 investment. Dr. Edwards stated the contract is for three years, and the space renovation is part of the strategy. He requested the contract not be negotiated at a public meeting. Staff may have created some advantages as part of the negotiation process that need not be revealed. Commissioner Kragness noted the contract has benefits to the City no matter what. Commissioner Jerzak agreed the contract shouldn’t be negotiated in public, but there are hard questions that need to be addressed. He suggested moving to the vote. Commissioner Moore stated the contract would be through the end of 2027, so it is actually a three- year contract while people have been mentioning two years. She asked how many events have actually been scheduled for 2025. There isn’t a path forward that gets the Heritage Center operating with a net gain while also replenishing the reserves. It is unclear where the money has come from to bail out the Heritage Center. Commissioner Moore asked how the residents are benefitting from the City subsidizing events at the Heritage Center. It is no longer a namesake for Brooklyn Center after its recent name change. She noted she couldn’t fathom supporting a contract longer than through 2025 purely because events have been scheduled. Tami Buetow-Staples stated there are 50-60 events planned throughout 2025. There are also some contracted events in 2026, 2027, and 2028 for repeat renters. Most folks pay a 25 percent deposit to hold the space. Commissioner Jerzak stated the rental agreements are likely to repeat patterns of loss over the last decade, which is concerning. He asked if Mintahoe or another entity would be interested in taking over the operations while Brooklyn Center becomes a landlord. Dr. Edwards stated any answers would be only speculative. Dr. Edwards explained Staff was planning to return to the Council at the end of March with a strategy to get out of the red, benchmarks to measure its success, and possible exit strategies. Mayor Graves asked how quickly the Council could receive an update on benchmarks after the March presentation. The council wants to keep close tabs on the Heritage Center. She asked what the communication plan is to keep the Council informed. Dr. Edwards stated the March presentation would include a financial plan. The departmental presentations have already been scheduled for the year, and an update on the Heritage Center will be provided at the relevant Page 8 of 58 2/10/25 -7- DRAFT presentation. There is also an opportunity for quarterly updates on enterprise funds from the Finance Department. Commissioner Jerzak noted President Graves would be absent from the next meeting. He expressed his disappointment in the Council not being informed of the purpose of the presentation and Staff’s plans. At this time, he cannot support a contract. The item should be tabled, and the Mayor needs to be part of the discussion. Commissioner Moore asked if the contract had already been signed. Dr. Edwards explained contracts aren’t signed until the Council approves it. Commissioner Moore reiterated that she cannot support the Heritage Center as it doesn’t directly benefit the residents. There are no reserves, the enterprise funds are bleak, and the utility rates are increasing. Commissioner Lawrence-Anderson asked if the $300,000 is the total cost of the renovations. Mr. Wiseman stated only the lower level of the space would be renovated. There is not an estimate for the necessary renovations. Commissioner Lawrence-Anderson stated the Council needs to know the cost of the renovations and calculations on the potential profitability of the space. Dr. Edwards stated Staff doesn’t anticipate costs would be beyond $300,000. Staff isn’t interested in spending more than $300,000. Mr. Wiseman confirmed that this is correct. President Graves suggested tabling the item because it doesn’t seem promising to get the contract approved at the present time. She asked when the March presentation is scheduled for. Dr. Edwards stated they hope to present at the end of March or the beginning of April. President Graves asked if the business could continue while the item was tabled. Dr. Edwards stated the extended contract is through April 10, 2025. President Graves pointed out that the trajectory of the Heritage Center in recent years has been promising. She thanked Staff for their work on the contract. She also noted her understanding of the Council’s hesitation. Commissioner Jerzak agreed with President Graves. Commissioner Jerzak moved and Commissioner Lawrence-Anderson seconded to table a RESOLUTION authorizing the Heritage Center of Brooklyn Center to enter into a contract with Mintahoe Catering and Events for management and operations of the Heritage Center catering facilities and authorizing the Executive Director and Recreation Director to execute such contract. Motion passed unanimously. 5. ADJOURNMENT Page 9 of 58 2/10/25 -8- DRAFT Commissioner Moore moved and President Graves seconded adjournment of the Economic Development Authority meeting at 9:52 p.m. Motion passed unanimously. Page 10 of 58 Council Regular Meeting DATE: 3/24/2025 TO: Economic Development Authority FROM: Ian Alexander, Economic Development Manager, Amy Loegering, Economic Development Coordinator THROUGH: Jesse Anderson, Community Development Director BY: Amy Loegering, Economic Development Coordinator SUBJECT: Forfeiture Sale of 5951 Earle Brown Drive (Former Brown College Site) Requested Council Action: Motion to approve a resolution authorizing EDA Staff to submit a bid to purchase 5951 Earle Brown Drive, Brooklyn Center, a tax-forfieted property and to authorize EDA staff to purchase the same. Background: The Brown College site covers 6.41 acres and is strategically located at the northern end of the Opportunity Site, adjacent to the former Target site, which spans 9.1 acres. Together, these properties create a 15.51-acre redevelopment area. Due to its proximity to Summit Drive, with infrastructure that already exists and can be stubbed from those streets, the costs for infrastructure for these sites are lower and available for development, unlike other sections of the Opportunity Site. Due to current and ongoing reductions to the availability of federal grant and infrastructure funding, federal EPA and ATIIP infrastructure grants are unavailable for 2025. EDA applied to the EPA, and anticipated applying for ATIIP grants as the two largest funding pools available for infrastructure funding in and near the Opportunity Site. Without these funding sources, EDA is focusing on parcels in the Opportunity Site adjacent to Summit Drive and Shingle Creek Parkway as the most viable redevelopment opportunities due to their proximity to infrastructure, and therefore lower redevelopment costs. Brooklyn Center has executed a Memorandum of Understanding between the City of Minneapolis to plan for a regional public safety training facility on the Brown College and Target sites. This facility would be a vital regional asset, providing expanded training opportunities for first responders while stimulating economic activity and supporting local businesses. Additionally, it would help revitalize the northern portion of the Opportunity Site, increasing public safety presence as well as making the area a regional attraction for those in the public safety arena. Additionally, Brooklyn Center is negotiating with a development group interested in creating a regional youth sports facility that would utilize portions of both the Brown College and former Target sites. The proposed complex would include 10 indoor basketball courts, 20 indoor volleyball courts, locker rooms, and an outdoor soccer field with a removable cover for extended seasonal use. This type of facility would address Page 11 of 58 the increasing demand for youth sports space, attract regional tournaments, and generate economic benefits for local businesses, hotels, and restaurants. While the organization leading this effort is still structuring its approach, securing the Brown College site now would ensure Brooklyn Center remains positioned for future opportunities. Currently, the Brown College site is in tax forfeiture and is available through public auction, with a public auction set to commence on March 7, 2025, and conclude on April 18, 2025. The initial minimum bid is set at approximately $2.36 million and will remain the minimum bid from March 7, 2025, until April 8, 2025. As of March 19, there is one bid at the minimum bid amount. However, staff's understanding is that the bid is not verified until after the conclusion of the sale and it is possible that the bidder may not proceed with the purchase as the bid price. If the bid does not conclude at the sale price, staff's understanding is that the sale will proceed to the second phase with a reduced minimum bid of approximately $568,000 and will remain the minimum starting bid from April 9, 2025, until April 18, 2025. City staff recommend proceeding with a contingency plan in the event that the bid does not conclude at the sale price. For context, the nearby 15.26-acre former Sears site recently sold for $1.5 million, less than $100,000 per acre, due to extensive demolition and environmental cleanup costs. By comparison, the Brown College site presents a more favorable redevelopment opportunity with lower upfront costs. City staff do not recommend making an offer for the Brown College site during the initial phase of the public sale when the minimum bid is $2.36 million. City staff recommend making an offer if the Brown College site moves to the second phase of the public sale with a reduced minimum bid. Given its strategic importance and the opportunity to acquire it at a competitive price, the Economic Development Authority (EDA) recommends that the City take steps to secure the Brown College site. Acquiring this site will help ensure Brooklyn Center remains in control of its long-term economic growth and redevelopment strategy. The City does have several options to access pooled TIF resources for blighted property acquisition. Depending on the ultimate purchase price under consideration, it may make sense to use funds from more than one district. In order of priority, staff suggest accessing funding as follows: 1) TIF District No.5 since these funds are more restrictive than TIF 2 and 3. Consider leaving approximately $200,000 in the cash balance to provide some reserve for future bond payments in the event of increment shortfalls. 2) Access the balance of funding from TIF District No. 3. This has been the City’s primary fund for property acquisition in redevelopment areas and this would represent a continuation of that practice. This fund is also being used for other ongoing eligible redevelopment costs within the City. The City should ensure that there is enough in the Page 12 of 58 fund to meet those future obligations with the balance remaining after what is used for property acquisition. Future property sales will help replenish those funds, but the timing of those sales are unknown at this time. Budget Issues: TIF District No. 2 TIF District No. 2 is a redevelopment district established in 1985 and decertified in 2011. This district is no longer collecting increment, but the remaining fund balance may be pooled for use within the Opportunity Zone. Since this is a “Pre-1990” TIF district, the pooling rules are more flexible than TIF districts established after 1990. This district had an estimated cash balance of approximately $1.3 million at the end of 2024. This amount may vary depending on actual year end activity which is not yet finalized. This full cash balance is available for acquisition and demolition within the Project Area. TIF District No. 3 TIF District No. 3 is a redevelopment district established in 1994 and decertified in 2021. This district is no longer collecting increment, but the remaining fund balance may be pooled for use within the Opportunity Site. Like TIF District No. 2, this is also a “Pre- 1990” TIF district with flexible pooling rules. This district had an estimated cash balance of approximately $1.3 million at the end of 2024. This amount may vary depending on actual year end activity which is not yet finalized. This full cash balance is available for acquisition and demolition within the Project Area. TIF District No. 5 TIF District No. 5 is a renewal and renovation district established in 2011 for the Shingle Creek Crossings project. This district is still active and collecting increment. Tax increment is being used to repay the City’s 2016B bonds, which mature on 2-1-2029. TIF District No. 5 is not a Pre-1990 TIF district and, therefore, the rules for pooling TIF funds are more restrictive. The district had an estimated cash balance of approximately $635,000 at the end of 2024. This again may vary depending on actual year end results. Under the pooling rules applicable to this TIF district, all the cash balance would be eligible to use for acquisition of property within the Opportunity Site. Given the more restrictive nature of these funds, using them for this eligible acquisition may be something the EDA considers. One risk factor relates to repayment of the 2016B bonds. Projections for pay 2025 show that tax increment revenues in the district will exceed debt service on the bonds by approximately $80,000. The former Wal Mart property, however, is declining in value for pay 2025 and accounts for approximately 23% of all the increment in TIF district No. 5. If those declines continue, then annual tax increment collections could decline as well. The current cash balance in the TIF district provides some reserve in the event annual increment collections are not enough to repay the bonds in the future. If all that cash balance is used for property acquisition, then that reserve is gone. Page 13 of 58 Inclusive Community Engagement: Antiracist/Equity Policy Effect: Strategic Priorities and Values: ATTACHMENTS: 1. Resolution 2. EXHIBIT A Page 14 of 58 BR305-1-1016640.v1 ____ introduced the following resolution and moved its adoption: EDA RESOLUTION NO. 2025- RESOLUTION AUTHORIZING EDA STAFF TO SUBMIT BID TO PURCHASE 5951 EARLE BROWN DRIVE, BROOKLYN CENTER, A TAX-FORFEITED PROPERTY, AND AUTHORIZING EDA STAFF TO PURCHASE THE SAME BE IT RESOLVED by the Board of Commissioners (“Board”) of the Economic Development Authority of Brooklyn Center, Minnesota (“Authority”) as follows: Section 1. Recitals. 1.1. The Authority is authorized pursuant to Minnesota Statutes, Sections 469.090 to 469.1081 (the “EDA Act”), to acquire and convey real property and to undertake certain activities to facilitate the development of real property by private enterprise. 1.2. To facilitate development of certain property in the City of Brooklyn Center, Minnesota (the “City”), the Authority proposes that Authority staff submit a bid to purchase the Tax- Forfeited Property located at 5951 Earle Brown Drive, Hennepin County, Minnesota, and if the bid is accepted by the County, to acquire said property which is legally described as follows: TRACT A REGISTERED LAND SURVEY NO. 1590 HENNEPIN COUNTY, MINNESOTA (the “Property”). 1.3. The Authority finds and determines that bid submission and the potential acquisition of the Property is in the public interest and will further the objectives of its general plan of economic development. Section 2. Authority Bid Authorization; Authority Acquisition Authority; Further Proceedings. 2.1. The Board hereby authorizes Authority staff to bid on the Property, and approves the bid price as determined by the Board during closed session held on March 24, 2025. 2.2. The Board hereby authorizes Authority staff to acquire the Property subject to the Terms and Conditions of the auction and sale attached as EXHIBIT A, and applicable Minnesota Statutes, Rules and regulations. 2.3. Authority staff and officials are authorized to take all actions necessary to perform the Authority’s obligations under the Terms and Conditions of auction and sale, including without limitation execution of any documents to which the Authority is a party, and other documents necessary to convey the Property to the Authority, all as described in any relevant documents. Page 15 of 58 2 March _-- , 2025 Date President The motion for the adoption of the foregoing resolution was duly seconded by Commissioner ____ and upon vote being taken thereon, the following voted in favor thereof: ______ and the following voted against the same: None whereupon said resolution was declared duly passed and adopted Page 16 of 58 3 EXHIBIT A Terms and Conditions of Auction and Sale Page 17 of 58 Page 1 of 5 HENNEPIN COUNTY TAX FORFEITED LAND ONLINE SALES TERMS AND CONDITIONS hennepin.us/tfl Please carefully review all the terms and conditions contained in this document. Some of the terms and conditions in this document will be included in the deed you receive if you are a successful bidder. You are encouraged to have a qualified attorney review this document. ONLINE SALES: All tax forfeited land offered at an online auction is sold to the highest bidder for not less than the Minimum Bid price set forth on the Appraisal List. The Minimum Bid price equals the total of the Appraised Value and any Special Assessments that have been certified after the date of Forfeiture. AUCTION REGISTRATION: All bidders must register by providing a Driver’s License or other acceptable photo ID and registering though the State of Minnesota’s MNBid site. YOU MUST FOLLOW THE All INSTRUCTIONS OR ELSE YOU WILL NOT BE ABLE TO PARTICIPATE IN THE BIDDING PROCESS. NO EXCEPTIONS WILL BE MADE! PAYMENT TERMS: items must be paid for in full within ten days from the date of the award. If not paid and claimed, Hennepin County reserves the right to auction, in its sole discretion, any such items after the aforementioned ten-day period. Payment may be made in the form of a money order or cashier’s check made payable to "Surplus Services". Cash will not be accepted. PROPERTY TAX: Tax-forfeited property is removed from the county assessment tax rolls at time of forfeiture. Property is returned to the tax rolls immediately after sale, and the payment of property taxes will commence the year following the year of sale. For example, if the property is sold in 2021, payment of property taxes will commence in 2022. It is the Buyer’s responsibility to contact Hennepin County, or the city assessor where the property is located, to determine estimated future taxes payable. FEES: At the closing of the sale, the following fees will be collected: • Assurance Fee: 3% of the total sales price • State Deed Recording Fee: $51.00 • Deed Preparation Fee: $25.00 • Deed Tax $.0034 of the total sales price EXAMPLE OF COSTS TO EXPECT BASED ON $200,000.00 OFFER Purchase Price: ..................................................................... $200,000.00 3% Assurance Fee: ................................................................ $6,000.00 Deed Preparation Fee: ......................................................... $25.00 Filing Fees: ............................................................................ $51.00 State Deed Tax (Price x .0034) ............................................. $680.00 TOTAL $206,756.00 EXHIBIT A Page 18 of 58 Page 2 of 5 SELLER NOT ABLE TO PAY CLOSING COSTS, SPECIALS, OR STATUTORY FEES: Hennepin County will not contribute funds toward payment for buyer’s additional closing costs, special assessments cancelled due to forfeiture, assurance fee or other statutory fees. FORMER OWNERS: If you are a former owner of a parcel being auctioned, you must pay the Minimum Bid price or the amount of delinquency, whichever is more, pursuant to Minnesota Statutes, Section 282.005. All participants in the Hennepin County Tax-Forfeit Auction are hereby informed that the Hennepin County Collection of Dishonored Checks Policy will be strictly enforced. DO NOT BID ON A PROPERTY UNLESS YOU ARE POSITIVE YOU HAVE THE NECESSARY FUNDS AVAILABLE. * All sales are final, and no refunds or exchanges are permitted. *Hennepin County is not responsible for location or determining property lines or boundaries. PROPERTY CONDITION: All property is sold "as is" and may not conform to local building and zoning ordinances. The county makes no warranty that the land is "buildable". Purchasers are encouraged to contact the City where the property is located for information about building codes, zoning laws, or other municipal information that effects the property. Purchaser acknowledges that Buyer(s) were able to obtain authorization from Hennepin County to perform soil testing at Buyer's own expense, before purchasing parcel or parcels. The sale will not be rescinded if soil problems of any type are discovered after the sale. Buyers will be required to sign the “Purchaser’s “As Is” Addendum” as part of the Terms of Sale and is available for review prior to the auction. FURNISHING OF LABOR OR MATERIALS: During the term of any contract, the Buyer shall not cause any material to be delivered or labor to be performed without written notice to the County and lien waivers obtained. Buyer further agrees to indemnify and hold the State of Minnesota, Hennepin County, their officers, commissioners, employees, and agents harmless against all claims for labor and materials or services made against the property covered by any contract and for the costs of enforcing this indemnification including reasonable attorney's fees. Any liens will constitute a default and shall result in cancellation of the Auditor's Certificate of Purchase. HAZARDOUS MATERIALS INDEMNIFICATION: The purchaser shall indemnify Hennepin County and/or the State of Minnesota for environmental contamination as a result of purchaser's use and occupancy of the property. STATE DEED ORDERING: Conveyance of tax-forfeit property is made by State Deed on a form prepared by the Minnesota Attorney General and executed by the Minnesota Department of Revenue on behalf of the State of Minnesota. By law, a State Deed cannot be ordered until the full purchase price for the subject property has been received by the County Auditor. Therefore, to process an order for a State Deed, the full purchase price must be tendered. TITLE: The County or the State of Minnesota does not warrant the condition of title. The buyer will receive a documentation of Purchase at the time of the sale and/or the Commissioner of Revenue will issue a deed from the State of Minnesota after full payment is made. Tax forfeiture will create a break in the chain of title. SELLER CONVEYS TAX TITLE, and the services of an attorney may be necessary to make the title marketable. Page 19 of 58 Page 3 of 5 FOR ALL LAND NOT IN A PLATTED SUBDIVISION: There are restrictive covenants required for marginal lands and wetlands including lands in Auditor's Subdivisions (see Minnesota Statutes 2007, Section 103F.535, Subd. 1, and Minnesota Statutes 2007, Section 282.018, Subd. 2.) SPECIAL ASSESSMENTS: Local improvements not yet assessed, and any special assessments levied after forfeiture, must be assumed by the purchaser. In addition, any remaining balance of cancelled special assessments that existed prior to the tax-forfeiture MAY BE REASSESSED by the municipality. It is the responsibility of the prospective purchaser to contact the city to determine special assessments that may have been canceled and may be subject to reassessment, and the city’s terms for the payment of such assessments. *It is the responsibility of the prospective buyer to contact the city to determine special assessments that may have been canceled and may be subject to reassessment, and the city’s terms for the payment of such assessments. DEED CONDITIONS: The following terms and conditions will be included in the deed you receive from the State of Minnesota. REVERTER: If the purchaser, their successor, or assigns, shall not comply with the above terms and conditions, title to the property shall automatically revert to the State of Minnesota. Compliance with the above terms and conditions shall be evidenced by a certificate of compliance recorded in the real property records of Hennepin County. “AS-IS” SALE: Buyer agrees that the property shall be sold and that buyer shall accept the property “as is, where is, with all faults”, with no right of set-off or reduction in the purchase price, and that such sale shall be without representation or warranty of any kind, express or implied, including without limitation, warranty of merchantability or fitness for a particular purpose, and seller does hereby disclaim and renounce any such representation or warranty. Buyer specifically acknowledges that buyer is not relying on any representations or warranties of any kind whatsoever, express, or implied, from seller, agent, other agents, or brokers as to the condition of or as to any matter concerning the property. Buyer further acknowledges and agrees that it is relying solely upon its own independent examination, inspection, study, and knowledge of the property and not upon any information or representations made to it by seller, its officers, directors, contractors, agents or employees or any person whomsoever. Buyer hereby expressly assumes all risks, liabilities, claims, damages, and costs (and agrees that seller shall not be liable for any special, direct, indirect, consequential, or other damages) resulting or arising from or related to the ownership, use, condition, location, maintenance, repair, or operation of the property. Buyer acknowledges that any condition of the property which buyer discovers prior to or after the closing date shall be at buyer’s sole expense, and buyer expressly waives and releases seller and seller's agents, commissioners, employees, directors, officers and representatives from any claims, demands, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses under federal law, state or other law, that buyer might otherwise have against seller or seller's agents and/or representatives relating to the physical characteristics or condition of the property including the environmental condition of the property. Buyer acknowledges that the purchase price reflects the “as- is” nature of this sale and any faults, liabilities, defects, or other adverse matters that may be associated with the property. Buyer has had the opportunity to fully review the disclaimers and waivers set forth herein, with its counsel, and understand the significance and effect thereof. This provision will be included in the State Deed that conveys the property. Page 20 of 58 Page 4 of 5 The above terms shall run with the land and shall be binding on the purchaser, and the purchaser’s successors and assigns. IN ORDER TO PROTECT YOUR LEGAL INTERESTS, WE RECOMMEND THAT YOU CONSULT WITH YOUR ATTORNEY REGARDING THE CONTRACT AND ON OTHER LEGAL MATTERS Page 21 of 58 Page 5 of 5 Date: PID: Address: Signature:_____________________________________ Print:_________________________________________ The foregoing instrument was acknowledged before me this _____ day of ___________, 2025, by ____(buyer’s name)__________________________, the Deputy Auditor of Hennepin County, Minnesota: _________________________________ Deputy Auditor Page 22 of 58 Council Regular Meeting DATE: 3/24/2025 TO: Economic Development Authority FROM: Barb Suciu, City Clerk THROUGH: Daren Nyquist, Deputy City Manager BY: Barb Suciu, City Clerk SUBJECT: Resolution Opting Not to Waive Limited Tort Liability for 2025 Requested Council Action: motion to approve a resolution opting not to waive limited tort liability for 2025 Background: Each year the City must choose whether to waive tort liability limit protections of Minnesota Statutes 466.04 as part of the insurance policy renewal application process. M.S. 466.04 states that the maximum liability for a city for any claim is $500,000 with an aggregate maximum of $1,500,000 per incident. In past years the City Council has chosen not to waive the liability limits and the regular premium for insurance has covered all claims. If the City were to waive the limits set by statute, it would be prudent to purchase additional insurance coverage to cover possible higher awards in liability claims. Premiums for such insurance would be approximately $6,700 per year. Budget Issues: Inclusive Community Engagement: Antiracist/Equity Policy Effect: Strategic Priorities and Values: ATTACHMENTS: 1. EDA_Resolution_for_Non-waiver_of_liability_limits_for_2025 Page 23 of 58 Commissioner introduced the following resolution and moved its adoption: EDA RESOLUTION NO. RESOLUTION OPTING NOT TO WAIVE LIMITED TORT LIABILITY FOR 2025 WHEREAS, the Economic Development Authority of the City of Brooklyn Center has an option to waive its protection under the tort liability limitations contained in Minnesota Statutes 466.04; and WHEREAS, the statutory tort limit for 2025 is $500,000 per individual with an aggregate limit of $1,500,000 per incident; and WHEREAS, the Economic Development Authority of the City of Brooklyn Center has not opted to waive its rights to limited tort liability in past years and is required to make a declaration of its intention every year. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority of the City of Brooklyn Center, Minnesota, that the Authority does not waive the monetary limits on municipal tort liability established by Minnesota Statutes 466.02 for 2025. March 24, 2025 Date President The motion for the adoption of the foregoing resolution was duly seconded by commissioner 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. Page 24 of 58 Council Regular Meeting DATE: 3/24/2025 TO: Economic Development Authority FROM: Cordell Wiseman, Director of Parks & Recreation THROUGH: BY: Shannon Pettit, Deputy City Clerk SUBJECT: Heritage Center Catering Contract Requested Council Action: - motion to approve a resolution authorizing the Heritage Center of Brooklyn Center to enter into a contract with Mintahoe Catering and Events for Management and Operations of the Heritage Center catering facilities and authorizing the Executive Director to execute such contract. Background: At the last meeting on February 10, 2025, Commissioners had questions around certain items in the contract. Staff will answer those questions in the presentation at the council meeting on March 24, 2025. Mintahoe Catering and Events agreement for food service management at the Heritage Center of Brooklyn Center. The term of this Agreement shall be effective March 25, 2025, or from the date of execution after all required signatures have been entered, until December 31, 2027. The management agreement outlines the relationship, duties, and responsibilities by and between the Owner (Brooklyn Center Heritage Center on behalf of Brooklyn Center Economic Development Authority) and Manager (Mintahoe Catering and Events) regarding Management and Operation of the Facility, Equipment, Finance and Accounting, Personnel, Catering Facility Oversight, General Duties, Marketing and Communication, and Insurance. Budget Issues: Inclusive Community Engagement: Antiracist/Equity Policy Effect: Strategic Priorities and Values: ATTACHMENTS: 1. DOCSOPEN-#1002661-v4-Heritage_Center_-_Mintahoe_Catering_Agreement 2. DOCSOPEN-#1002661-v4-Heritage_Center_-_Mintahoe_Catering_Agreement Page 25 of 58 Page 26 of 58 1 | P a g e BR291-298-1002661.v4 City of Brooklyn Center Heritage Center AGREEMENT FOR FOOD SERVICE MANAGEMENT This Agreement dated __________ , is by and between the Economic Development Authority in and for the City of Brooklyn Center, a political subdivision of the State of Minnesota with its principal office located at 6301 Shingle Creek Parkway, Brooklyn Center, Minnesota 55430 ("Owner") and Mintahoe, Inc. a Minnesota Corporation d/b/a as Mintahoe Catering & Events, with its principal office located at 2850 Anthony Lane South, Minneapolis, Mn 55418 ("Manager"). The Owner and Manager are each a “Party” and collectively the “Parties. RECITALS WHEREAS, Owner is the owner of a convention center and exhibit hall called The Heritage Center of Brooklyn Center, (the “Heritage Center”) in Brooklyn Center, Minnesota; and· WHEREAS, the Heritage Center is equipped with full kitchens and banquet space for catered affairs and other special events, collectively the "Catering Facility"; and WHEREAS, the Catering Facility contains full a fully “Kitchen Facility” including all required equipment, and storage facilities, dishwashing facilities, and one office space; and WHEREAS, Owner desires to secure the services of Manager in providing management services for Owner's Kitchen Facility as desired by Owner; and WHEREAS, Manager is experienced in the management and operation of commercial food and beverage operations and is in the business of providing management and consultant services to such enterprises. NOW, THEREFORE, in consideration of the mutual terms and conditions set forth below, the Parties agree as follows: AGREEMENT SECTION I DEFINITIONS, TERM AND TERMINATION Page 27 of 58 2 | P a g e A. Definitions 1. Catering Facility: Means facilities used by Mintahoe to execute an event. 2. Heritage Center: Means the Heritage Center of Brooklyn Center and all spaces. 3. Kitchen Facility: Means the catering kitchen, plate up kitchen, refrigeration facilities the location of food preparation, food storage, food service, and cooking, baking, and dishwashing. It also includes the alcoholic bar stations and contents 4. Manager: Means Mintahoe Catering and Events Owner: Means the Brooklyn Center Heritage Center on behalf of Brooklyn Center Economic Development Authority B. Initial Term and Extended Term 1. Initial Term. The term of this Agreement shall be effective for three (3) years from the date of final signature, unless terminated pursuant to Section C below. 2. Extended Term. The parties agree that one-year prior to the expiration of the Term of this Agreement, or any extensions thereof, they shall engage in good faith negotiations to discuss the possibility of extending the Agreement term. Such negotiations shall commence no later than 180 days prior to the expiration of the Initial Term. Either Party wishing to initiate negotiations for an Extended Term shall provide written notice to the other Party at least 360 days prior to the expiration of the initial Term. The notice shall include the proposing Party’s intentions regarding an extended Term that they wish to discuss. The Parties agree to negotiate in good faith with the intention of reaching an agreement for an Extended Term. Notwithstanding the provisions of this clause, neither Party shall be obligated to agree to an Extended Term. This clause does not constitute a commitment to extend the Term and any extension must set forth in writing and be signed by both Parties. If the Parties reach an agreement on the Extended Term, such agreement shall be documented in a written amendment to this Agreement and shall be executed by both Parties. C. Termination 1. Breach. In the event of any breach of this agreement by either party, the non-breaching party shall provide written notice to the breaching party specifying the nature of the breach. Upon receipt of the breach notice, the breaching party shall have 30 days (the "Correction Period") to cure or rectify the breach to the reasonable satisfaction of the non-breaching party, which will not be unreasonably withheld. During the Correction Period, the breaching party must take all necessary steps to correct the breach and prevent its recurrence. If the breaching party fails to cure the breach within the Correction Period, the non-breaching party shall have the right to terminate this agreement with written notice, effective thirty days later. The failure of the non-breaching party to enforce this cancellation clause during the Correction Period shall not be construed as a waiver of the right to cancel the contract at any later time, provided the breach is not corrected. Examples of breach include but are not limited to: failure to adequately staff and execute events on a consistent basis, failure by bar staff to accurately, to the best of their knowledge, report and reconcile receipts and monies received from events thereby causing financial discrepancies and budget underruns. 2. In the Event of Termination. In the event of termination, the Owner will pay Manager for rendered services and/or products, received by the Owner up to the receipt of the notice of termination and Page 28 of 58 3 | P a g e thereafter until the date of termination. Prior to the Owner delivering final payment for service, the Manager must deliver all property, equipment, work product, and documentation developed up to the time of termination. 3. Either Party May Terminate. Either Party may terminate this agreement for any reason with 3-6 months’ written notice to the non-terminating Party. The terminating Party shall give notice to the non-terminating party pursuant to Section III(6) of this Agreement. By mutual agreement, the Parties shall determine the timeframe for termination and agreement dissolution. 4.In the Event of Business Dissolution, etc. In the event of dissolution, termination of existence, business failure, appointment of a receiver, assignment for the benefit of creditors or the commencement of any proceeding under any bankruptcy or insolvency law, or the service of any attachment, levy, or similar process involving either Manager or Owner, the other party may terminate this Agreement upon 90 days- notice or as reasonably possible upon knowledge of the terminating event. SECTION II MANAGEMENT AGREEMENT This Management Agreement outlines the relationship, duties, and responsibilities by and between the Owner and Manager regarding Management and Operation of the Facility, Equipment, Finance and Accounting, Personnel, Catering Facility Oversight, General Duties, Marketing and Communication, and Insurance. Additional tasks and responsibilities are outlined in Exhibit A. A. Management and Operation 1. Management and Supervision. Subject to the terms of this Agreement, Owner hereby engages Manager and grants Manager the exclusive right to supervise and direct the management and operation of Owner’s Catering Facility described in this Agreement Owner has engaged Manager herein as an Independent Contractor. 2. Catering Facility Operation. Manager agrees to operate the Catering Facility in a manner consistent with similar high quality catering facilities in the Twin Cities. Manager further agrees to consult with Owner to keep Owner advised of all major policy matters relating to the Catering Facility. Subject to the foregoing and to the provisions of this Agreement, Manager shall have the control and discretion with regard to the operation and management of the Kitchen Facility for customary purposes and the right to determine all operating policies within its authority and responsibilities related to the appearance of the Kitchen Facility, the standards of operation, the quality of service, and all other matters affecting customer opinion. Kitchen Facility is defined as the catering kitchen, plate up kitchen, refrigeration facilities, location of food preparation, food storage, food service, and cooking, baking, and dishwashing. It also includes the alcoholic bar stations and contents. 3. Owner’s Responsibility. Owner is responsible for marketing the Heritage Center in its entirety, general business contracting, event planning and strategic direction, oversight of onsite daily operations, event billing and invoicing, and maintaining the Heritage Center facilities including but not limited to activities such as, set up, tear down and maintenance. 4. Owner Approval. The Parties agree to have periodic meetings to discuss the operation and budget of the Heritage Center and Catering Facility as determined by the Owner. Additional meetings may be called by either party through written communication. Manager agrees to obtain the approval of the Owner with respect to all major programs and policy matters which could have a material and substantial effect upon the reputation and character of the Catering Facility. If there is doubt about needed approval, Manager Page 29 of 58 4 | P a g e must consult with Owner to obtain clarity. 5. Event Execution. Owner is responsible for all event oversight, planning, details, and coordination, and client relationships. Manager will work collaboratively with the Owner to execute the spirit, vision, and intent of each event. Owner will provide onsite support to Manager during Heritage Center catering events. 6. Third-Party Provider(s) in Out Building (“D-Barn”). Owner reserves the right to use alternative third- party providers (i.e. caters, event companies, etc.) for City of Brooklyn Center sponsored events located in the D-Barn on the west end of the property only. If Owner utilizes alternative third-party providers, Manager will be relieved of management duties and Owner will contract with such alternative third-party provider for its services directly. Manager shall have no liability or oversight authority for the D-Barn or its associated activities. Third party catering providers shall not have access to the kitchen including dishwashing equipment. Owner shall be responsible for instructing third-party caterer and enforcing compliance with Health Department Regulations by third party providers of catering services that Owner hires. 7. Owner’s Representative: Owner will appoint at least one employee to serve as the Owner’s representative. Manager will be responsible to this appointed individual regarding Manager's obligations under this Agreement. The appointed Owner’s representative is named in Section III(6) attached hereto. Owner has the right to change the designated Owner Representative by notifying Manager of the new designee. 8. Manager’s Representative. Manager agrees to appoint one of its employees as its representative for the Kitchen Facility premises. The appointed Manager’s Representative is named in Section III(6) attached hereto. Manager has the right to change the designated Manager Representative by notifying Owner of the new designee. 9. Commencement of Services. Manager agrees to commence performance of services under this Agreement on the first day of the term of this Agreement, and services shall continue to be provided during the term of this Agreement until this Agreement is terminated in accordance with the provisions of Section I(B) of this Agreement. 10. Nature of Relationship. Nothing contained in this Agreement shall be construed to create a partnership or joint venture between Owner and Manager. Save and except for the powers specifically granted to the Manager by this Agreement, Manager shall have no authority to enter into contracts or agreements on Owner's behalf without first obtaining Owner's written approval. 11. Heritage Center Improvements. To increase Heritage Center marketability and potential revenue streams for both Manager and Owner, Manager will assist Owner with capital and business improvements at that Heritage Center up to $300,000.00. Improvements may include landscape and façade improvements, Heritage Center website upgrades, and upgrades to the Wedding Courtyard. Manager will disburse funds to Owner based on planned renovations and itemized costs. The Parties agree that if this Agreement is terminated for any reason during the Initial Term, the monies expended will be refunded to Manager. The monies due to the Manager shall be calculated based upon the itemized monies advanced to Owner for the improvements. B. Equipment Page 30 of 58 5 | P a g e 1. Owner’s Responsibility. Owner will furnish, at its own expense and for the use of Manager, all furniture, fixtures and other equipment necessary for the performance of the services by Manager including, but not limited to, china, glassware, flatware, trays, utensils and other smallware (collectively called “smallwares”) sufficient to provide contracted catering services to clients and office furniture and equipment. If Owner's inventory of smallwares is not sufficient for any specific event, the Manager, with prior approval of Owner, shall rent smallwares necessary for such event and rental cost shall be an expense of Owner. 2. Manager to Monitor Facility and Contents. Manager will continuously evaluate the physical appearance of the Kitchen Facility premises and the furniture, fixtures and equipment therein, and will recommend to Owner any changes which seem necessary or advisable. Manager will recommend correction of any health or safety hazard immediately upon the discovery of such hazard. Owner has the right to determine to Owner’s satisfaction that recommended changes are needed or not needed. 3. Equipment Repair and Replacement. Manager, at Owner's sole expense, will maintain and repair all such equipment and, from time to time, will replace and furnish such additional equipment as may be reasonably necessary for the furnishing of services by Manager. Any expenditure for furniture, fixtures and other equipment for the Kitchen Facility shall be individually approved by the Owner. Upon termination of this Agreement, Manager agrees to return to Owner all equipment furnished to it at any time in good condition, allowing for ordinary wear and tear, reasonable loss and breakage of smallwares, and damage by fire or the elements. In the event of improper, careless, or negligent use of the kitchen equipment, furniture, fixtures, and other relevant equipment or smallwares by the Manger, the Manager shall replace the damaged equipment or smallwares at Manager’s sole expense. C. Finance and Accounting 1. General Accounting. Manager will provide all accounting and reporting functions for Manager's business operation, and such accounting services will be at Manager’s expense. 2. Accounting Period. For the purposes of this agreement, the Parties agree that the accounting periods will be calculated in calendar months, and the fiscal year will be from January 1 to December 31 of each year. 3. Revenue Sharing. Revenue accrued from the Heritage Center catered events and services will be split between Owner and Manager. Owner shall receive all funds from patrons including payments for food, beverages, and all menu-related charges. Manager shall transfer all cash receipts from cash bars and concession sales to Owner. Owner shall have control of all Sales Revenues. Owner will allocate food and beverage revenue and service charge revenue in the following manner: (a)Food and Beverage Revenue: Manager shall receive 72% of the food and beverage revenue, and Owner shall receive 28% of the food and beverage revenue; (b)Service Charge Revenue: Manager shall receive 13% of revenue, and Owner shall receive 11% of revenue. 4. Revenue Statements. Owner shall prepare and submit to Manager a statement of Sales Revenues for the prior Accounting Period within fifteen (15) business days after the ending of each Accounting Period. 5. Food and Beverage Sales. "Food and Beverage Sales" is hereby defined as the total revenues and receipts derived from sales made on or from the Catering Facility premises, as determined by the accrual method of accounting. Food and Beverage Sales shall not include applicable sales, excise or similar taxes or gratuities, rental fees or building surcharges payable directly to Owner. Page 31 of 58 6 | P a g e 6. Billing and Payment: Owner shall wire transfer funds to Manager monthly, but no later than thirty-five (35) days following Manager submission of the invoice/pay statement. Payments to Manager are subject to compliance with City of Brooklyn Center/Economic Development Authority policies, procedures, and State law. Owner will have thirty-five (35) days from receipt of invoice to wire transfer funds to Manager. 7. Event Catering. Owner will handle all billing and collection for Heritage Center events. Owner is responsible for collection of all revenue. If a third party fails to pay owner for a catering event, Owner is responsible for Manager's share of revenue. 8. Customer Refunds. In the event refunds or discounts to customers of catering operations are required due to complaints about unsatisfactory service by Manager, such refunds or discounts will be made by Manager, from its own funds, at its own expense. 9. Budget and Reporting. Manager will prepare and submit for the Owner’s approval no later than July 1 of each year, annual sales and capital expenditures budget for the upcoming fiscal year, prepared in conjunction with Owner’s Sales and Marketing staff. 10. Purchase of Property or Services. The Parties shall comply with applicable requirements of the Municipal Uniform Contracting Act, Section 471.345 of Minnesota Statutes in connection with the acquisition of property for the Catering Facility; D. Personnel 1. Staffing and Training. Manager shall hire, train and supervise all personnel, it being understood that all personnel shall be employed in the name of Manager or an affiliate of Manager or by temporary staffing agencies used by Manager. All hiring, assignment of duties and termination of any employees shall be under direction of the Manager. Owner may direct that any one or more staff members not to be assigned to provide services to Owner under this Agreement. 2. Employee Supervision. Manager shall provide and designate one individual to function as the supervisor for all of Manager's employees providing services under this Agreement. Such supervisor shall have the authority to act on behalf of the Manager in all matters relating to daily operational activities of Manager under this Agreement. At times when the supervisor is not available, these duties and responsibilities may be assigned to other qualified employee of Manager with Manager informing Owner of the assignment. 3. Payment and Payroll. Manager shall be responsible for all disbursements to employees of wages and gratuities, all withholdings required by law to be taken from income paid to employees, and the proper payment and reporting to governmental taxing authorities. 4. Uniforms and Hygiene. Manager shall ensure that catering staff are professionally attired in a uniform to be agreed upon by Owner and Manager. Staff shall be properly groomed and wearing approved shoes and name tags. Employee hygiene shall meet professional standards. Employees shall be required to wash hands after using the restroom. Such attire and hygiene standards shall be mandatory when on the event premises. If Owner determines that Manager staff are not professional attired or there are hygiene concerns, Owner may ask the Manager to excuse the employee for the day of work or temporarily reassign the employee to different duties. Manager shall comply with this request. 5. Health Examinations. All personnel employed in connection with the operation of the Catering Facility shall be subject, from time to time, to such health examination as any proper governmental authority may require at Owner's expense. Manager agrees to develop and implement emergency first aid procedures for all employees. Page 32 of 58 7 | P a g e 6. Employee Background Checks. Manager shall conduct background checks for all Manager employees assigned to work in the Kitchen Facility or at Catering Facility events pursuant to state law and regulations. 7. Equal Opportunity in Hiring. During the performance of this contract, the Manager must not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability or age. D. Catering Facility Oversight 1. Hours of Operation. The hours during which the Catering Facility shall be open for business shall be as designated by Owner. 2. Cleaning and Maintenance. At Owner's sole expense, Manager agrees to supervise the cleaning and maintenance on a regular and consistent basis of the following portions of the Kitchen Facility premises: the entire kitchen, the dishwashing area, exhaust vents and hoods, plate-up areas and those areas used for clearing after any catered event. 3. Utilities. Owner will procure, at its sole expense, all light, power, heat, air conditioning, hot and cold water, local telephone service, internet access, pest exterminating service, HVAC maintenance and garbage and trash disposal service necessary for the Catering Facility premises. E. Marketing and Communications 1. Sales and Marketing Plans. Manager will provide skilled personnel who will work in partnership with Owner’ personnel to create Sales and Marketing plans for the Heritage Center, Catering Facility, and Kitchen Facility and execute those plans with the goal of attracting more patrons to and increasing sales at the Heritage Center and Catering Facility. All major promotions or programs shall be subject to the approval of the Owner. Managers’ support will include, but not be limited to: (a)Cross Marketing: Heritage Center and Catering Facility Inclusion in Managers marketing materials for other venues where Manager has exclusive catering agreements; (b)Social Media Marketing: Heritage Center and Catering Facility Inclusion on Manager’s social media sites; (c)Marketing Collaboration: Manager will include Owner’s Sales and Marketing Personnel in Manager’s Sales and Marketing meetings and provide access to Manager’s Sales and Marketing personnel for cross-training purposes; (d)Marketing Events: Manager will provide food tastings and other opportunities for patrons and potential patrons to increase foot traffic and sales at the Catering Facility; (e)Annual Open House: Manager will work with Owner to host an annual Open House at the Heritage Center and Catering Facility with Manager's participation to further promote Heritage Center and its offerings. All marketing costs other than those described herein shall be paid by owner. 2. Client Management. Owner is responsible for generating and maintaining all client relationships, Page 33 of 58 8 | P a g e managing and executing client contracts, and client communication through meetings, phone calls, and emails. 3. Restrictions on Advertising. The Owner shall not use paid advertising for the Catering Facility which uses the name of the Manager or any of its related agencies without the prior consent of the Manager. F. Insurance 1. Insurance Coverage. Manager will secure and maintain insurance coverage insuring both Owner and Manager (naming Owner as an additional insured) during the term of this Agreement and any subsequent renewals, subject to Owner's approval. Attached hereto and marked Exhibit C, is a Certificate of insurance for the Catering Facility which has been independently reviewed by Owner and Manager and hereby approved by both parties. The representative of the Owner shall be entitled to communicate directly with the insurance agent, or agents, at all times hereafter with the prior approval of the Manager regarding any matters pertaining to the insurance policies and coverage itemized in Exhibit C including, but not limited to, premiums, coverage, deductibles, claims and renewals. Coverage shall be carried with a Certification of Authorization (license) to do business in the State of Minnesota. Evidence of such insurance shall be in the form of a Certificate of insurance to be sent to the Owner's representative. This certificate shall carry a condition that no cancellation or reduction in coverage may be made without thirty days prior written notice sent to the certificate holder. 2. Insurance Policies and Limits. Manger must carry insurance of the kind and in the amounts shown below (a)Workers Compensation insurance coverage as provided by state law applicable to employees, agents, volunteers and assigns of Manager; (b)Commercial General Liability coverage including Bodily Injury, Personal Injury Liability, Property Damage, Contractual Liability, and Products coverage with limits of $1,000,000 per occurrence and $2,000,000 in the aggregate. (c)Automobile Insurance, coverage for all owned, non-owned and hired vehicles, the minimum liability coverage shall be $1,000,000 per accident or occurrence. (d)Liquor Liability Insurance in an amount not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. 3. Subcontractors or Third-Party Vendors. If Owner gives written approval for Manager to utilize subcontractors or other third-party vendors to fulfill the terms and conditions of this Agreement, or to provide alternative service according to the deliverables outlined in this Agreement, each subcontractor or third-party vendor is required to have and secure for the duration of this Agreement and any extension periods (or the period of time during which said subcontractor or third-party vendor is working on this Agreement) to have and maintain their own insurance pursuant to limits outlined in Section II(F)(2) of this Agreement. SECTION III. GENERAL TERMS AND CONDITIONS Page 34 of 58 9 | P a g e 1. Indemnification and Duty to Defend. Manager agrees to indemnify, defend and hold Owner harmless in connection with any liabilities, claims, obligations, demands, causes of action or suits, whether based in tort, contract, per statute or other basis arising out of the Manager's operation of Catering Facility and due to the negligence of the Manager. Owner agrees to indemnify, defend and hold Manager harmless in connection with any liabilities, claims, obligations, demands, causes of action or suits whether based in tort, contract, per statute or other basis arising out of the Catering Facility and due to the negligence of the Owner. Nothing in this Section shall be deemed a waiver by the Owner of the limitations on the Owner's liability set forth in Minnesota Statutes, Chapter 466; and the Owner's obligation to indemnify Manager shall be limited to the amounts set forth therein. 4. Compliance with Applicable Law. Manager must comply with all applicable federal, state and local laws, regulations and ordinances related to the Manager’s services and obtain all necessary permits and licenses, taking special care to observe all conditions relating to the on-sale liquor and catering licenses issued by Owner and the State of Minnesota. 5. Assignment. This Agreement shall not be assignable by either party without the prior written consent of the other party. 6. Notice. Except as otherwise stated in this Agreement, any notice or demand to be given under this Agreement (“official notice”) must be delivered in person, sent by United States certified or registered mail, postage prepaid and return receipt requested. Electronic mail may be used as an additional notice option but cannot replace official notice procedures as outlined in this section. Any notices or other communications should be addressed to the individuals and addresses listed below: 7. Interpretation of Agreement, Venue, Conflicts. (a)Interpretation of Agreement and Venue: This Agreement will be interpreted and construed according to the laws of the State of Minnesota. All litigation regarding this Agreement must be venued in Hennepin County District Court, Second Judicial District, State of Minnesota, or the United States District Court, District of Minnesota, where applicable. (b)Conflicts: Any ambiguities related to the terms and conditions set forth in this Agreement will be construed in favor of the Owner. Brooklyn Center Mintahoe Owner:Economic Development Authority of the City of Brooklyn Center Manager: Mintahoe Catering & Events Contact:Reginald Edwards City Manager Cordell Wiseman Parks & Recreation Director Contact:Shawn McMerty, Co-President Suzi McMerty Shands, Co-President Address:6301 Shingle Creek Parkway Brooklyn Center, MN 55430 6155 Earle Brown Drive Parkway, Brooklyn Center, MN 55430 Address:2850 Anthony Lane South, Minneapolis, MN 55418 2850 Anthony Lane South, Minneapolis, MN 55418 Page 35 of 58 10 | P a g e 8. Amendments, Entire Agreement, Waiver. (a)Amendments: This Agreement cannot be modified orally, or by course of conduct. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement are valid only when reduced to writing and duly signed by the Parties. Amendments, modifications or additional schedules may not be construed to adversely affect vested rights or causes of action which have accrued prior to the effective date of such amendment, modification, or supplement. The term “this Agreement” as used herein is deemed to include any future amendments, modifications, and additional schedules made in accordance herewith. (b)Entire Agreement: This Agreement contains the entire understanding of the parties with respect to the subject matter. (c)Wavier: No waiver of any default shall be construed to be or constitute waiver of any subsequent defaults. Amendments, modifications or additional schedules may not be construed to adversely affect vested rights or causes of action which have accrued prior to the effective date of such amendment, modification, or supplement. The term “this Agreement” as used herein is deemed to include any future amendments, modifications, and additional schedules made in accordance herewith. 9. Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 10. Data Privacy. Manager shall comply with Minnesota Statutes Chapter 13, the Minnesota Government Data Practices Act (MGDPA) and shall take all necessary actions to ensure that its Personnel shall comply with all requirements of the MGDDPA, including ensuring that not public data is not disclosed by Manager’s Personnel to any third parties. Manager shall not disclose non-public information except as authorized by the Act. Manager acknowledges and agrees that Owner shall be entitled to disclose data related to this Contract as required by law. Information supplied by Manger to Owner is subject to the MGDPA. Such information shall become public data unless it falls under one of the exceptions of the Act. Manager shall notify the Owner of any data that Manager believes should be classified as non-public data. 11. Records Availability and Retention. Pursuant to Minnesota Statutes §15.17, the Manager agrees that the Owner, the State Auditor, or any of their duly authorized representatives at any time during normal business hours and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of the Manager and invoice transactions relating to this Agreement. Manager agrees to maintain these records for a period of six (6) years from the date of termination of this Agreement. 12. Nondiscrimination. During the term of this Agreement, Manager agrees to comply with all federal, state, and local antidiscrimination laws, and that no person or Personnel shall, on the grounds of race, color, religion, age, sex, disability, marital status, public assistance status, criminal record, creed or national origin be excluded from full employment rights in, participation in, be denied the benefits of or be otherwise subjected to discrimination under any and all applicable federal and state laws against discrimination. 13. Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or Page 36 of 58 11 | P a g e circumstances other than those to which it is so determined to be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be validated and shall be enforced to the fullest extent permitted by law. 14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. 15. Electronic Signatures. The Parties agree that the electronic signature of a Party to this Agreement will be as valid as an original signature of such Party and will be effective to bind such Party to this Agreement. The Parties further agree that any document (including this Agreement and any attachments or exhibits to this Agreement) containing, or to which there is affixed, an electronic signature will be deemed (i) to be “written” or “in writing,” (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. For purposes hereof, “electronic signature” also means a manually signed original signature that is then transmitted by any electronic means, including without limitation a faxed version of an original signature or an electronically scanned and transmitted version (e.g., via PDF) of an original signature. Any Party’s failure to produce the original signature of any electronically transmitted signature will not affect the enforceability of this Agreement. 16. Force Majeure. Neither the Owner nor the Manager will be held responsible for performance if performance is prevented by acts or events beyond the Party’s reasonable control, including, but not limited to: severe weather earthquake or other natural occurrences; strikes and other labor unrest; power failures; electrical power surges or current fluctuations; nuclear or other civil military emergencies; or acts of the legislature, judiciary, or executive. 17. Exhibits. As so referenced in these terms and conditions, the Exhibits and Addenda attached to this Agreement, and all obligations and duties articulated and certifications made therein, are incorporated into and made part of this Agreement. Exhibit A: Scope of Services Exhibit B: Heritage Center Site Plan Exhibit C: Insurance IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. OWNER: CITY OF BROOKLYN CENTER By: _________________________________________ Name: Its: Date: _______________________________________ By: _________________________________________ Name: Its: Date: _______________________________________ Page 37 of 58 12 | P a g e MANAGER: MINTAHOE, Inc. D/B/A MINTAHOE CATERING & EVENTS By: _________________________________________ Name: Its: Date: _______________________________________ By: _________________________________________ Name: Its: Date: _______________________________________ By: _________________________________________ Name: Its: Date: _______________________________________ EXHIBIT A Scope of Services DUTIES OF MANAGER: Manager agrees to supervise the performance of all functions reasonably required for the proper operation and management of the Catering Facility including, without limitation, the following: Provide necessary administration and supervisory services for carrying out Manager’s responsibilities at The Heritage Center. 1. Order and supply all food and beverages for catering events. 2. Provide appropriate staffing levels to cater events not limited to (i.e. chefs, banquet manager, servers, dish washers) 3. Work in partnership with the Heritage Center Sales and Operations to cross-market all catering services available at The Heritage Center throughout the term of the contract 4. Properly maintain all necessary kitchen, dining, banquet and inventory necessary to offer food and beverage service for banquets on a year-around basis at the Heritage Center 5. Hours of operation during catering/events services must at a minimum of two hours before the event times to one hour after the event end time unless otherwise agreed upon by the City Page 38 of 58 13 | P a g e 6. Coordinate or schedule with the Heritage Center Sales for the purpose of holding an event. 7. Provide food and beverage catering services as reasonably requested for events at appropriate pricing as agreed upon by both parties. 8. As an entirety, staff the Catering event and areas serving food and beverages with customer service-oriented people who are professional, friendly and courteous to all visitors at The Heritage Center. 9. Provide general cleaning for kitchen and banquet areas during events. 10. Provide all linens and additional catering equipment as to be determined to be needed by Manager for event, bar and banquet events. Storage, banquet tables and chairs will be available in the facility. 11. Schedule and provide for all required inspections (i.e. fire, kitchen equipment) 12. Move all recycling and waste materials generated by catering company operations to designated collection points. Provide for refuse/recycling service for the Heritage Center and maintain sanitary conditions in and around the kitchen area 13. Obtain all required licensing through the City of Brooklyn Center for catering and liquor sales. 14. Obtain a State of Minnesota liquor license for this location and provide all necessary insurance and training related to license. 15. Maintain Insurance in accordance with Contract, add EDA as (co-insured). 16. All labor and materials supplied by the Vendor must be in compliance with all Local, State, Federal and OSHA standards. 17. Operate the Food and Beverage operation as a drug free workplace. 18. Operate food, dining and beverage services within the Catering Facility premises and assist the Owner's Sales personnel in the sale of food and beverage services to patrons. 19. Prepare and serve food consistent with the variety, type and quality found in similar high quality Twin Cities catering facilities. 20. Collect proceeds for food and beverages at the concession stand and cash bars and hold the proceeds in the safe in the catering kitchen. Page 39 of 58 14 | P a g e EXHIBIT B Heritage Center Site Plan *Areas Highlighted in Green are Catering Facility Areas* Page 40 of 58 15 | P a g e Page 41 of 58 16 | P a g e EXHIBIT C Insurance Certificate Page 42 of 58 1 | P a g e BR291-298-1002661.v4 City of Brooklyn Center Heritage Center AGREEMENT FOR FOOD SERVICE MANAGEMENT This Agreement dated __________ , is by and between the Economic Development Authority in and for the City of Brooklyn Center, a political subdivision of the State of Minnesota with its principal office located at 6301 Shingle Creek Parkway, Brooklyn Center, Minnesota 55430 ("Owner") and Mintahoe, Inc. a Minnesota Corporation d/b/a as Mintahoe Catering & Events, with its principal office located at 2850 Anthony Lane South, Minneapolis, Mn 55418 ("Manager"). The Owner and Manager are each a “Party” and collectively the “Parties. RECITALS WHEREAS, Owner is the owner of a convention center and exhibit hall called The Heritage Center of Brooklyn Center, (the “Heritage Center”) in Brooklyn Center, Minnesota; and· WHEREAS, the Heritage Center is equipped with full kitchens and banquet space for catered affairs and other special events, collectively the "Catering Facility"; and WHEREAS, the Catering Facility contains full a fully “Kitchen Facility” including all required equipment, and storage facilities, dishwashing facilities, and one office space; and WHEREAS, Owner desires to secure the services of Manager in providing management services for Owner's Kitchen Facility as desired by Owner; and WHEREAS, Manager is experienced in the management and operation of commercial food and beverage operations and is in the business of providing management and consultant services to such enterprises. NOW, THEREFORE, in consideration of the mutual terms and conditions set forth below, the Parties agree as follows: AGREEMENT SECTION I DEFINITIONS, TERM AND TERMINATION Page 43 of 58 2 | P a g e A. Definitions 1. Catering Facility: Means facilities used by Mintahoe to execute an event. 2. Heritage Center: Means the Heritage Center of Brooklyn Center and all spaces. 3. Kitchen Facility: Means the catering kitchen, plate up kitchen, refrigeration facilities the location of food preparation, food storage, food service, and cooking, baking, and dishwashing. It also includes the alcoholic bar stations and contents 4. Manager: Means Mintahoe Catering and Events Owner: Means the Brooklyn Center Heritage Center on behalf of Brooklyn Center Economic Development Authority B. Initial Term and Extended Term 1. Initial Term. The term of this Agreement shall be effective for three (3) years from the date of final signature, unless terminated pursuant to Section C below. 2. Extended Term. The parties agree that one-year prior to the expiration of the Term of this Agreement, or any extensions thereof, they shall engage in good faith negotiations to discuss the possibility of extending the Agreement term. Such negotiations shall commence no later than 180 days prior to the expiration of the Initial Term. Either Party wishing to initiate negotiations for an Extended Term shall provide written notice to the other Party at least 360 days prior to the expiration of the initial Term. The notice shall include the proposing Party’s intentions regarding an extended Term that they wish to discuss. The Parties agree to negotiate in good faith with the intention of reaching an agreement for an Extended Term. Notwithstanding the provisions of this clause, neither Party shall be obligated to agree to an Extended Term. This clause does not constitute a commitment to extend the Term and any extension must set forth in writing and be signed by both Parties. If the Parties reach an agreement on the Extended Term, such agreement shall be documented in a written amendment to this Agreement and shall be executed by both Parties. C. Termination 1. Breach. In the event of any breach of this agreement by either party, the non-breaching party shall provide written notice to the breaching party specifying the nature of the breach. Upon receipt of the breach notice, the breaching party shall have 30 days (the "Correction Period") to cure or rectify the breach to the reasonable satisfaction of the non-breaching party, which will not be unreasonably withheld. During the Correction Period, the breaching party must take all necessary steps to correct the breach and prevent its recurrence. If the breaching party fails to cure the breach within the Correction Period, the non-breaching party shall have the right to terminate this agreement with written notice, effective thirty days later. The failure of the non-breaching party to enforce this cancellation clause during the Correction Period shall not be construed as a waiver of the right to cancel the contract at any later time, provided the breach is not corrected. Examples of breach include but are not limited to: failure to adequately staff and execute events on a consistent basis, failure by bar staff to accurately, to the best of their knowledge, report and reconcile receipts and monies received from events thereby causing financial discrepancies and budget underruns. 2. In the Event of Termination. In the event of termination, the Owner will pay Manager for rendered services and/or products, received by the Owner up to the receipt of the notice of termination and Page 44 of 58 3 | P a g e thereafter until the date of termination. Prior to the Owner delivering final payment for service, the Manager must deliver all property, equipment, work product, and documentation developed up to the time of termination. 3. Either Party May Terminate. Either Party may terminate this agreement for any reason with 3-6 months’ written notice to the non-terminating Party. The terminating Party shall give notice to the non-terminating party pursuant to Section III(6) of this Agreement. By mutual agreement, the Parties shall determine the timeframe for termination and agreement dissolution. 4.In the Event of Business Dissolution, etc. In the event of dissolution, termination of existence, business failure, appointment of a receiver, assignment for the benefit of creditors or the commencement of any proceeding under any bankruptcy or insolvency law, or the service of any attachment, levy, or similar process involving either Manager or Owner, the other party may terminate this Agreement upon 90 days- notice or as reasonably possible upon knowledge of the terminating event. SECTION II MANAGEMENT AGREEMENT This Management Agreement outlines the relationship, duties, and responsibilities by and between the Owner and Manager regarding Management and Operation of the Facility, Equipment, Finance and Accounting, Personnel, Catering Facility Oversight, General Duties, Marketing and Communication, and Insurance. Additional tasks and responsibilities are outlined in Exhibit A. A. Management and Operation 1. Management and Supervision. Subject to the terms of this Agreement, Owner hereby engages Manager and grants Manager the exclusive right to supervise and direct the management and operation of Owner’s Catering Facility described in this Agreement Owner has engaged Manager herein as an Independent Contractor. 2. Catering Facility Operation. Manager agrees to operate the Catering Facility in a manner consistent with similar high quality catering facilities in the Twin Cities. Manager further agrees to consult with Owner to keep Owner advised of all major policy matters relating to the Catering Facility. Subject to the foregoing and to the provisions of this Agreement, Manager shall have the control and discretion with regard to the operation and management of the Kitchen Facility for customary purposes and the right to determine all operating policies within its authority and responsibilities related to the appearance of the Kitchen Facility, the standards of operation, the quality of service, and all other matters affecting customer opinion. Kitchen Facility is defined as the catering kitchen, plate up kitchen, refrigeration facilities, location of food preparation, food storage, food service, and cooking, baking, and dishwashing. It also includes the alcoholic bar stations and contents. 3. Owner’s Responsibility. Owner is responsible for marketing the Heritage Center in its entirety, general business contracting, event planning and strategic direction, oversight of onsite daily operations, event billing and invoicing, and maintaining the Heritage Center facilities including but not limited to activities such as, set up, tear down and maintenance. 4. Owner Approval. The Parties agree to have periodic meetings to discuss the operation and budget of the Heritage Center and Catering Facility as determined by the Owner. Additional meetings may be called by either party through written communication. Manager agrees to obtain the approval of the Owner with respect to all major programs and policy matters which could have a material and substantial effect upon the reputation and character of the Catering Facility. If there is doubt about needed approval, Manager Page 45 of 58 4 | P a g e must consult with Owner to obtain clarity. 5. Event Execution. Owner is responsible for all event oversight, planning, details, and coordination, and client relationships. Manager will work collaboratively with the Owner to execute the spirit, vision, and intent of each event. Owner will provide onsite support to Manager during Heritage Center catering events. 6. Third-Party Provider(s) in Out Building (“D-Barn”). Owner reserves the right to use alternative third- party providers (i.e. caters, event companies, etc.) for City of Brooklyn Center sponsored events located in the D-Barn on the west end of the property only. If Owner utilizes alternative third-party providers, Manager will be relieved of management duties and Owner will contract with such alternative third-party provider for its services directly. Manager shall have no liability or oversight authority for the D-Barn or its associated activities. Third party catering providers shall not have access to the kitchen including dishwashing equipment. Owner shall be responsible for instructing third-party caterer and enforcing compliance with Health Department Regulations by third party providers of catering services that Owner hires. 7. Owner’s Representative: Owner will appoint at least one employee to serve as the Owner’s representative. Manager will be responsible to this appointed individual regarding Manager's obligations under this Agreement. The appointed Owner’s representative is named in Section III(6) attached hereto. Owner has the right to change the designated Owner Representative by notifying Manager of the new designee. 8. Manager’s Representative. Manager agrees to appoint one of its employees as its representative for the Kitchen Facility premises. The appointed Manager’s Representative is named in Section III(6) attached hereto. Manager has the right to change the designated Manager Representative by notifying Owner of the new designee. 9. Commencement of Services. Manager agrees to commence performance of services under this Agreement on the first day of the term of this Agreement, and services shall continue to be provided during the term of this Agreement until this Agreement is terminated in accordance with the provisions of Section I(B) of this Agreement. 10. Nature of Relationship. Nothing contained in this Agreement shall be construed to create a partnership or joint venture between Owner and Manager. Save and except for the powers specifically granted to the Manager by this Agreement, Manager shall have no authority to enter into contracts or agreements on Owner's behalf without first obtaining Owner's written approval. 11. Heritage Center Improvements. To increase Heritage Center marketability and potential revenue streams for both Manager and Owner, Manager will assist Owner with capital and business improvements at that Heritage Center up to $300,000.00. Improvements may include landscape and façade improvements, Heritage Center website upgrades, and upgrades to the Wedding Courtyard. Manager will disburse funds to Owner based on planned renovations and itemized costs. The Parties agree that if this Agreement is terminated for any reason during the Initial Term, the monies expended will be refunded to Manager. The monies due to the Manager shall be calculated based upon the itemized monies advanced to Owner for the improvements. B. Equipment Page 46 of 58 5 | P a g e 1. Owner’s Responsibility. Owner will furnish, at its own expense and for the use of Manager, all furniture, fixtures and other equipment necessary for the performance of the services by Manager including, but not limited to, china, glassware, flatware, trays, utensils and other smallware (collectively called “smallwares”) sufficient to provide contracted catering services to clients and office furniture and equipment. If Owner's inventory of smallwares is not sufficient for any specific event, the Manager, with prior approval of Owner, shall rent smallwares necessary for such event and rental cost shall be an expense of Owner. 2. Manager to Monitor Facility and Contents. Manager will continuously evaluate the physical appearance of the Kitchen Facility premises and the furniture, fixtures and equipment therein, and will recommend to Owner any changes which seem necessary or advisable. Manager will recommend correction of any health or safety hazard immediately upon the discovery of such hazard. Owner has the right to determine to Owner’s satisfaction that recommended changes are needed or not needed. 3. Equipment Repair and Replacement. Manager, at Owner's sole expense, will maintain and repair all such equipment and, from time to time, will replace and furnish such additional equipment as may be reasonably necessary for the furnishing of services by Manager. Any expenditure for furniture, fixtures and other equipment for the Kitchen Facility shall be individually approved by the Owner. Upon termination of this Agreement, Manager agrees to return to Owner all equipment furnished to it at any time in good condition, allowing for ordinary wear and tear, reasonable loss and breakage of smallwares, and damage by fire or the elements. In the event of improper, careless, or negligent use of the kitchen equipment, furniture, fixtures, and other relevant equipment or smallwares by the Manger, the Manager shall replace the damaged equipment or smallwares at Manager’s sole expense. C. Finance and Accounting 1. General Accounting. Manager will provide all accounting and reporting functions for Manager's business operation, and such accounting services will be at Manager’s expense. 2. Accounting Period. For the purposes of this agreement, the Parties agree that the accounting periods will be calculated in calendar months, and the fiscal year will be from January 1 to December 31 of each year. 3. Revenue Sharing. Revenue accrued from the Heritage Center catered events and services will be split between Owner and Manager. Owner shall receive all funds from patrons including payments for food, beverages, and all menu-related charges. Manager shall transfer all cash receipts from cash bars and concession sales to Owner. Owner shall have control of all Sales Revenues. Owner will allocate food and beverage revenue and service charge revenue in the following manner: (a)Food and Beverage Revenue: Manager shall receive 72% of the food and beverage revenue, and Owner shall receive 28% of the food and beverage revenue; (b)Service Charge Revenue: Manager shall receive 13% of revenue, and Owner shall receive 11% of revenue. 4. Revenue Statements. Owner shall prepare and submit to Manager a statement of Sales Revenues for the prior Accounting Period within fifteen (15) business days after the ending of each Accounting Period. 5. Food and Beverage Sales. "Food and Beverage Sales" is hereby defined as the total revenues and receipts derived from sales made on or from the Catering Facility premises, as determined by the accrual method of accounting. Food and Beverage Sales shall not include applicable sales, excise or similar taxes or gratuities, rental fees or building surcharges payable directly to Owner. Page 47 of 58 6 | P a g e 6. Billing and Payment: Owner shall wire transfer funds to Manager monthly, but no later than thirty-five (35) days following Manager submission of the invoice/pay statement. Payments to Manager are subject to compliance with City of Brooklyn Center/Economic Development Authority policies, procedures, and State law. Owner will have thirty-five (35) days from receipt of invoice to wire transfer funds to Manager. 7. Event Catering. Owner will handle all billing and collection for Heritage Center events. Owner is responsible for collection of all revenue. If a third party fails to pay owner for a catering event, Owner is responsible for Manager's share of revenue. 8. Customer Refunds. In the event refunds or discounts to customers of catering operations are required due to complaints about unsatisfactory service by Manager, such refunds or discounts will be made by Manager, from its own funds, at its own expense. 9. Budget and Reporting. Manager will prepare and submit for the Owner’s approval no later than July 1 of each year, annual sales and capital expenditures budget for the upcoming fiscal year, prepared in conjunction with Owner’s Sales and Marketing staff. 10. Purchase of Property or Services. The Parties shall comply with applicable requirements of the Municipal Uniform Contracting Act, Section 471.345 of Minnesota Statutes in connection with the acquisition of property for the Catering Facility; D. Personnel 1. Staffing and Training. Manager shall hire, train and supervise all personnel, it being understood that all personnel shall be employed in the name of Manager or an affiliate of Manager or by temporary staffing agencies used by Manager. All hiring, assignment of duties and termination of any employees shall be under direction of the Manager. Owner may direct that any one or more staff members not to be assigned to provide services to Owner under this Agreement. 2. Employee Supervision. Manager shall provide and designate one individual to function as the supervisor for all of Manager's employees providing services under this Agreement. Such supervisor shall have the authority to act on behalf of the Manager in all matters relating to daily operational activities of Manager under this Agreement. At times when the supervisor is not available, these duties and responsibilities may be assigned to other qualified employee of Manager with Manager informing Owner of the assignment. 3. Payment and Payroll. Manager shall be responsible for all disbursements to employees of wages and gratuities, all withholdings required by law to be taken from income paid to employees, and the proper payment and reporting to governmental taxing authorities. 4. Uniforms and Hygiene. Manager shall ensure that catering staff are professionally attired in a uniform to be agreed upon by Owner and Manager. Staff shall be properly groomed and wearing approved shoes and name tags. Employee hygiene shall meet professional standards. Employees shall be required to wash hands after using the restroom. Such attire and hygiene standards shall be mandatory when on the event premises. If Owner determines that Manager staff are not professional attired or there are hygiene concerns, Owner may ask the Manager to excuse the employee for the day of work or temporarily reassign the employee to different duties. Manager shall comply with this request. 5. Health Examinations. All personnel employed in connection with the operation of the Catering Facility shall be subject, from time to time, to such health examination as any proper governmental authority may require at Owner's expense. Manager agrees to develop and implement emergency first aid procedures for all employees. Page 48 of 58 7 | P a g e 6. Employee Background Checks. Manager shall conduct background checks for all Manager employees assigned to work in the Kitchen Facility or at Catering Facility events pursuant to state law and regulations. 7. Equal Opportunity in Hiring. During the performance of this contract, the Manager must not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability or age. D. Catering Facility Oversight 1. Hours of Operation. The hours during which the Catering Facility shall be open for business shall be as designated by Owner. 2. Cleaning and Maintenance. At Owner's sole expense, Manager agrees to supervise the cleaning and maintenance on a regular and consistent basis of the following portions of the Kitchen Facility premises: the entire kitchen, the dishwashing area, exhaust vents and hoods, plate-up areas and those areas used for clearing after any catered event. 3. Utilities. Owner will procure, at its sole expense, all light, power, heat, air conditioning, hot and cold water, local telephone service, internet access, pest exterminating service, HVAC maintenance and garbage and trash disposal service necessary for the Catering Facility premises. E. Marketing and Communications 1. Sales and Marketing Plans. Manager will provide skilled personnel who will work in partnership with Owner’ personnel to create Sales and Marketing plans for the Heritage Center, Catering Facility, and Kitchen Facility and execute those plans with the goal of attracting more patrons to and increasing sales at the Heritage Center and Catering Facility. All major promotions or programs shall be subject to the approval of the Owner. Managers’ support will include, but not be limited to: (a)Cross Marketing: Heritage Center and Catering Facility Inclusion in Managers marketing materials for other venues where Manager has exclusive catering agreements; (b)Social Media Marketing: Heritage Center and Catering Facility Inclusion on Manager’s social media sites; (c)Marketing Collaboration: Manager will include Owner’s Sales and Marketing Personnel in Manager’s Sales and Marketing meetings and provide access to Manager’s Sales and Marketing personnel for cross-training purposes; (d)Marketing Events: Manager will provide food tastings and other opportunities for patrons and potential patrons to increase foot traffic and sales at the Catering Facility; (e)Annual Open House: Manager will work with Owner to host an annual Open House at the Heritage Center and Catering Facility with Manager's participation to further promote Heritage Center and its offerings. All marketing costs other than those described herein shall be paid by owner. 2. Client Management. Owner is responsible for generating and maintaining all client relationships, Page 49 of 58 8 | P a g e managing and executing client contracts, and client communication through meetings, phone calls, and emails. 3. Restrictions on Advertising. The Owner shall not use paid advertising for the Catering Facility which uses the name of the Manager or any of its related agencies without the prior consent of the Manager. F. Insurance 1. Insurance Coverage. Manager will secure and maintain insurance coverage insuring both Owner and Manager (naming Owner as an additional insured) during the term of this Agreement and any subsequent renewals, subject to Owner's approval. Attached hereto and marked Exhibit C, is a Certificate of insurance for the Catering Facility which has been independently reviewed by Owner and Manager and hereby approved by both parties. The representative of the Owner shall be entitled to communicate directly with the insurance agent, or agents, at all times hereafter with the prior approval of the Manager regarding any matters pertaining to the insurance policies and coverage itemized in Exhibit C including, but not limited to, premiums, coverage, deductibles, claims and renewals. Coverage shall be carried with a Certification of Authorization (license) to do business in the State of Minnesota. Evidence of such insurance shall be in the form of a Certificate of insurance to be sent to the Owner's representative. This certificate shall carry a condition that no cancellation or reduction in coverage may be made without thirty days prior written notice sent to the certificate holder. 2. Insurance Policies and Limits. Manger must carry insurance of the kind and in the amounts shown below (a)Workers Compensation insurance coverage as provided by state law applicable to employees, agents, volunteers and assigns of Manager; (b)Commercial General Liability coverage including Bodily Injury, Personal Injury Liability, Property Damage, Contractual Liability, and Products coverage with limits of $1,000,000 per occurrence and $2,000,000 in the aggregate. (c)Automobile Insurance, coverage for all owned, non-owned and hired vehicles, the minimum liability coverage shall be $1,000,000 per accident or occurrence. (d)Liquor Liability Insurance in an amount not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. 3. Subcontractors or Third-Party Vendors. If Owner gives written approval for Manager to utilize subcontractors or other third-party vendors to fulfill the terms and conditions of this Agreement, or to provide alternative service according to the deliverables outlined in this Agreement, each subcontractor or third-party vendor is required to have and secure for the duration of this Agreement and any extension periods (or the period of time during which said subcontractor or third-party vendor is working on this Agreement) to have and maintain their own insurance pursuant to limits outlined in Section II(F)(2) of this Agreement. SECTION III. GENERAL TERMS AND CONDITIONS Page 50 of 58 9 | P a g e 1. Indemnification and Duty to Defend. Manager agrees to indemnify, defend and hold Owner harmless in connection with any liabilities, claims, obligations, demands, causes of action or suits, whether based in tort, contract, per statute or other basis arising out of the Manager's operation of Catering Facility and due to the negligence of the Manager. Owner agrees to indemnify, defend and hold Manager harmless in connection with any liabilities, claims, obligations, demands, causes of action or suits whether based in tort, contract, per statute or other basis arising out of the Catering Facility and due to the negligence of the Owner. Nothing in this Section shall be deemed a waiver by the Owner of the limitations on the Owner's liability set forth in Minnesota Statutes, Chapter 466; and the Owner's obligation to indemnify Manager shall be limited to the amounts set forth therein. 4. Compliance with Applicable Law. Manager must comply with all applicable federal, state and local laws, regulations and ordinances related to the Manager’s services and obtain all necessary permits and licenses, taking special care to observe all conditions relating to the on-sale liquor and catering licenses issued by Owner and the State of Minnesota. 5. Assignment. This Agreement shall not be assignable by either party without the prior written consent of the other party. 6. Notice. Except as otherwise stated in this Agreement, any notice or demand to be given under this Agreement (“official notice”) must be delivered in person, sent by United States certified or registered mail, postage prepaid and return receipt requested. Electronic mail may be used as an additional notice option but cannot replace official notice procedures as outlined in this section. Any notices or other communications should be addressed to the individuals and addresses listed below: 7. Interpretation of Agreement, Venue, Conflicts. (a)Interpretation of Agreement and Venue: This Agreement will be interpreted and construed according to the laws of the State of Minnesota. All litigation regarding this Agreement must be venued in Hennepin County District Court, Second Judicial District, State of Minnesota, or the United States District Court, District of Minnesota, where applicable. (b)Conflicts: Any ambiguities related to the terms and conditions set forth in this Agreement will be construed in favor of the Owner. Brooklyn Center Mintahoe Owner:Economic Development Authority of the City of Brooklyn Center Manager: Mintahoe Catering & Events Contact:Reginald Edwards City Manager Cordell Wiseman Parks & Recreation Director Contact:Shawn McMerty, Co-President Suzi McMerty Shands, Co-President Address:6301 Shingle Creek Parkway Brooklyn Center, MN 55430 6155 Earle Brown Drive Parkway, Brooklyn Center, MN 55430 Address:2850 Anthony Lane South, Minneapolis, MN 55418 2850 Anthony Lane South, Minneapolis, MN 55418 Page 51 of 58 10 | P a g e 8. Amendments, Entire Agreement, Waiver. (a)Amendments: This Agreement cannot be modified orally, or by course of conduct. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement are valid only when reduced to writing and duly signed by the Parties. Amendments, modifications or additional schedules may not be construed to adversely affect vested rights or causes of action which have accrued prior to the effective date of such amendment, modification, or supplement. The term “this Agreement” as used herein is deemed to include any future amendments, modifications, and additional schedules made in accordance herewith. (b)Entire Agreement: This Agreement contains the entire understanding of the parties with respect to the subject matter. (c)Wavier: No waiver of any default shall be construed to be or constitute waiver of any subsequent defaults. Amendments, modifications or additional schedules may not be construed to adversely affect vested rights or causes of action which have accrued prior to the effective date of such amendment, modification, or supplement. The term “this Agreement” as used herein is deemed to include any future amendments, modifications, and additional schedules made in accordance herewith. 9. Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 10. Data Privacy. Manager shall comply with Minnesota Statutes Chapter 13, the Minnesota Government Data Practices Act (MGDPA) and shall take all necessary actions to ensure that its Personnel shall comply with all requirements of the MGDDPA, including ensuring that not public data is not disclosed by Manager’s Personnel to any third parties. Manager shall not disclose non-public information except as authorized by the Act. Manager acknowledges and agrees that Owner shall be entitled to disclose data related to this Contract as required by law. Information supplied by Manger to Owner is subject to the MGDPA. Such information shall become public data unless it falls under one of the exceptions of the Act. Manager shall notify the Owner of any data that Manager believes should be classified as non-public data. 11. Records Availability and Retention. Pursuant to Minnesota Statutes §15.17, the Manager agrees that the Owner, the State Auditor, or any of their duly authorized representatives at any time during normal business hours and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of the Manager and invoice transactions relating to this Agreement. Manager agrees to maintain these records for a period of six (6) years from the date of termination of this Agreement. 12. Nondiscrimination. During the term of this Agreement, Manager agrees to comply with all federal, state, and local antidiscrimination laws, and that no person or Personnel shall, on the grounds of race, color, religion, age, sex, disability, marital status, public assistance status, criminal record, creed or national origin be excluded from full employment rights in, participation in, be denied the benefits of or be otherwise subjected to discrimination under any and all applicable federal and state laws against discrimination. 13. Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or Page 52 of 58 11 | P a g e circumstances other than those to which it is so determined to be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be validated and shall be enforced to the fullest extent permitted by law. 14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. 15. Electronic Signatures. The Parties agree that the electronic signature of a Party to this Agreement will be as valid as an original signature of such Party and will be effective to bind such Party to this Agreement. The Parties further agree that any document (including this Agreement and any attachments or exhibits to this Agreement) containing, or to which there is affixed, an electronic signature will be deemed (i) to be “written” or “in writing,” (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. For purposes hereof, “electronic signature” also means a manually signed original signature that is then transmitted by any electronic means, including without limitation a faxed version of an original signature or an electronically scanned and transmitted version (e.g., via PDF) of an original signature. Any Party’s failure to produce the original signature of any electronically transmitted signature will not affect the enforceability of this Agreement. 16. Force Majeure. Neither the Owner nor the Manager will be held responsible for performance if performance is prevented by acts or events beyond the Party’s reasonable control, including, but not limited to: severe weather earthquake or other natural occurrences; strikes and other labor unrest; power failures; electrical power surges or current fluctuations; nuclear or other civil military emergencies; or acts of the legislature, judiciary, or executive. 17. Exhibits. As so referenced in these terms and conditions, the Exhibits and Addenda attached to this Agreement, and all obligations and duties articulated and certifications made therein, are incorporated into and made part of this Agreement. Exhibit A: Scope of Services Exhibit B: Heritage Center Site Plan Exhibit C: Insurance IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. OWNER: CITY OF BROOKLYN CENTER By: _________________________________________ Name: Its: Date: _______________________________________ By: _________________________________________ Name: Its: Date: _______________________________________ Page 53 of 58 12 | P a g e MANAGER: MINTAHOE, Inc. D/B/A MINTAHOE CATERING & EVENTS By: _________________________________________ Name: Its: Date: _______________________________________ By: _________________________________________ Name: Its: Date: _______________________________________ By: _________________________________________ Name: Its: Date: _______________________________________ EXHIBIT A Scope of Services DUTIES OF MANAGER: Manager agrees to supervise the performance of all functions reasonably required for the proper operation and management of the Catering Facility including, without limitation, the following: Provide necessary administration and supervisory services for carrying out Manager’s responsibilities at The Heritage Center. 1. Order and supply all food and beverages for catering events. 2. Provide appropriate staffing levels to cater events not limited to (i.e. chefs, banquet manager, servers, dish washers) 3. Work in partnership with the Heritage Center Sales and Operations to cross-market all catering services available at The Heritage Center throughout the term of the contract 4. Properly maintain all necessary kitchen, dining, banquet and inventory necessary to offer food and beverage service for banquets on a year-around basis at the Heritage Center 5. Hours of operation during catering/events services must at a minimum of two hours before the event times to one hour after the event end time unless otherwise agreed upon by the City Page 54 of 58 13 | P a g e 6. Coordinate or schedule with the Heritage Center Sales for the purpose of holding an event. 7. Provide food and beverage catering services as reasonably requested for events at appropriate pricing as agreed upon by both parties. 8. As an entirety, staff the Catering event and areas serving food and beverages with customer service-oriented people who are professional, friendly and courteous to all visitors at The Heritage Center. 9. Provide general cleaning for kitchen and banquet areas during events. 10. Provide all linens and additional catering equipment as to be determined to be needed by Manager for event, bar and banquet events. Storage, banquet tables and chairs will be available in the facility. 11. Schedule and provide for all required inspections (i.e. fire, kitchen equipment) 12. Move all recycling and waste materials generated by catering company operations to designated collection points. Provide for refuse/recycling service for the Heritage Center and maintain sanitary conditions in and around the kitchen area 13. Obtain all required licensing through the City of Brooklyn Center for catering and liquor sales. 14. Obtain a State of Minnesota liquor license for this location and provide all necessary insurance and training related to license. 15. Maintain Insurance in accordance with Contract, add EDA as (co-insured). 16. All labor and materials supplied by the Vendor must be in compliance with all Local, State, Federal and OSHA standards. 17. Operate the Food and Beverage operation as a drug free workplace. 18. Operate food, dining and beverage services within the Catering Facility premises and assist the Owner's Sales personnel in the sale of food and beverage services to patrons. 19. Prepare and serve food consistent with the variety, type and quality found in similar high quality Twin Cities catering facilities. 20. Collect proceeds for food and beverages at the concession stand and cash bars and hold the proceeds in the safe in the catering kitchen. Page 55 of 58 14 | P a g e EXHIBIT B Heritage Center Site Plan *Areas Highlighted in Green are Catering Facility Areas* Page 56 of 58 15 | P a g e Page 57 of 58 16 | P a g e EXHIBIT C Insurance Certificate Page 58 of 58