HomeMy WebLinkAbout2005-004 EDAR1
Commissioner Kay Lasman introduced the following resolution and
moved its adoption:
EDA RESOLUTION NO. 2005 -04
RESOLUTION AUTHORIZING THE CITY OF BROOKLYN CENTER
ECONOMIC DEVELOPMENT AUTHORITY (EDA) TO ENTER INTO AN
AGREEMENT WITH FLIK INTERNATIONAL CORP FOR FOOD SERVICE
MANAGEMENT AT THE EARLE BROWN HERITAGE CENTER
WHEREAS, the current contract for Food Service Management with Flik
International Corp will expire February 28, 2005; and
WHEREAS, the EDA has been well served by Flik International Corp in the past and
it would be in the EDA's interest to enter into a new agreement with Flik International Corp for a
period of three years; and
WHEREAS, Flik International Corp and the EDA have reached a proposed agreement
regarding the conditions and parameters for continued food service management as set forth in
Exhibit "A" which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority
in and for the City of Brooklyn Center that the Executive Director of the Economic Development
Authority be and hereby is authorized to execute the agreement with Flik International Corp for Food
Service Management at the Earle Brown Heritage Center as set forth in Exhibit "A" with such
language changes as may be necessary to clarify any terms, provided such language changes do not
change the substance of the terms set forth in the attached agreement.
February
14, 2005
Date President
The motion for the adoption of the foregoing resolution was duly seconded by commissioner
Diane Niesen
and upon vote being taken thereon, the following voted in favor thereof:
Myrna Krangess, Kathleen Carmody, Kay Lasman, Diane Niesen, and Mary O'Connor
and the following voted against the same: None;
whereupon said resolution was declared duly passed and adopted.
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RESOLUTION NO. 2005 -04 EXHIBIT A
AGREEMENT FOR FOOD SERVICE MANAGEMENT
AGREEMENT dated 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 Flik International Corp, a New York corporation, with its
principal office located at 3 International Drive, Rye Brook NY 10573( "Manager
WITNESSETH
WHEREAS, Owner is the owner of a convention center and exhibit hall called the Earle
Brown Heritage Center "the Buildings in Brooklyn Center, Minnesota; and
WHEREAS, Owner's Buildings are equipped with full kitchens and banquet space for
catered affairs and other special events, collectively the "Catering Facility and
WHEREAS, Owner desires to secure the services of Manager in providing management
services for Owner's Catering Facilities 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, the parties hereby agree as follows.
1. ENAGAGEMENT OF MANAGER: 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 Exhibit A attached
hereto. Manager agrees to operate the Catering Facility in a manner consistent with first -class
catering facilities in the Twin Cities as determined by Owner. Manager further agrees to consult
with Owner to keep Owner advised of all 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 Catering Facility for customary
purposes and the right to determine all operating policies affecting the appearance of the
Catering Facility, the standards of operation, the quality of service, and all other matters
affecting customer opinion of the Catering Facility. Manager agrees to obtain the approval of the
Owner with respect to all major programs and policy matters which would have a material and
substantial effect upon the reputation and character of the Catering Facility. Owner has engaged
Manager herein as an Independent Contractor.
2. FISCAL YEAR AND ACCOUNTING PERIODS: For purposes of this
Agreement a Fiscal Year is a calendar year. Each Fiscal Year will be made up of twelve
Accounting Periods, each of which is a calendar month.
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RESOLUTION NO.
2005 -04
EXHIBIT A
3. EQUIPMENT: 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 smallwares, and office furniture and equipment. Owner will annually allocate $10.000 for
the purpose of replenishing smallwares. Manager will continuously evaluate the physical
appearance of the Catering Facility premises and the furniture, fixtures and equipment therein,
and will recommend to Owner any changes which seem necessary or advisable to Manager. In
connection therewith, Manager will recommend correction of any health or safety hazard
immediately upon the discovery of such hazard. If for any reason, Manager'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 included as a Cost of
Business under Paragraph 13 hereof.
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 Catering 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.
4.a OWNER REPRESENTATIVE: Owner agrees to appoint one employee of Owner
to whom Manager will be responsible regarding Manager's obligations and under this
Agreement. The appointed Owners representative is named in Exhibit C attached hereto.
4.b MANAGER REPRESENTATIVE: Manager agrees to appoint one of its
employee as its immediate representative for the Catering Facility premises. The appointed
Manager representative is named in Exhibit C attached hereto.
5. UTILITIES: Owner will procure, at its sole expense, all light, power, heat, air
conditioning, hot and cold water, local telephone service, pest extermination service, HVAC
maintenance and garbage and trash disposal service necessary for the Catering Facility premises.
6. CLEANING THE CATERING FACILITY PREMISES: 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 Catering 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.
7. HOURS OF OPERATION AND PREMISES: The hours during which the
Catering Facility shall be open for business shall be as designated by Manager, subject to the
prior written approval of Owner.
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RESOLUTION NO. 2005 -04 EXHIBIT A
8. DUTIES OF MANAGER: For Owner's account and at Owner's sole expense,
payable as a Cost of Business in accordance with Section 13(b) hereof, 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:
(a) Operate food, dining and beverage services within the Catering Facility premises
and sell therein food, beverages and related items;
(b) 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, and the cost of such personnel
shall be reimbursed by Owner to Manager. Manager employees a bi- weekly payroll schedule
and, accordingly, shall inform Owner on a bi- weekly basis of Owner's current payroll liability.
Manager shall provide and designate one individual to function as the on -site supervisor for all
of Manager's employees providing services under this Agreement. Such on -site 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. All hiring, assignment of duties and termination of
any employees shall be under direction of the Manager, provided, however, that (1) the hiring,
assignment of duties and termination of the Manager's on -site management team shall be subject
to the approval of the Owner, and (2) in the case of all other staff, Owner may direct that any one
or more staff members not be assigned to provide services to Owner under this Agreement.
Notwithstanding the foregoing, (i) the costs related to the employment of management personnel
are not included as a Cost of Business and are not reimbursable under this section (unless
previously agreed to by the parties), but are costs to be borne exclusively by the Manager:
Management personnel include all owners and employees of Manager which are not listed or
described on Exhibit E, and (ii) no salaries of any accounting personnel will constitute a Cost of
Business. 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. No taxes based on income, or
interest or penalties thereon shall be charged to or paid by Owner or be a Cost of Business;
(c) Prepare and serve food consistent with the variety, type and quality found in first
class Twin Cities catering facilities as determined by Owner;
(d) Procure all necessary food and beverages to be sold in the Catering Facility. Food
and other products billed to Owner shall be at the same cost as is billed to Manager. Manager
represents that it will use all of its corporate purchasing power to secure the most competitive
prices for food and supplies purchased for Owner. In the event that Manager is eligible for any
additional trade discounts purchased at the unit level, such discounts shall be credited to Owner.
If food is purchased through a commissary arrangement under which Manager purchases food in
common for use in the Catering Facility and in Manager's other business enterprises; Manager
shall provide to Owner detailed information on the quantity, type and cost of food purchased for
the commissary; the quantity and type of food used in the Catering Facility; and the amount
charged to Owner as a Cost of Business. Only the pro -rata cost of food purchased for the
commissary; based on the amount of food used at the Catering Facility, may be recovered from
Owner as a Cost of Business;
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RESOLUTION NO.
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(e) Procure all necessary supplies including, but not limited to, linens, laundry,
uniforms, office supplies and miscellaneous items required;
EXHIBIT A
(f) Collect for food and beverages at the concession stand and cash bars and hold in
the safe in the catering kitchen and deliver to Owner's office on the next business day, and
provide a price breakdown of revenue categories for each entity to Owner, which will make
payment as appropriate to taxing authorities;
(g) Provide necessary accounting services, including the management of the accounts
payable function and all other accounting and reporting functions that are customarily performed
by first class, well managed catering facility operations, and the production of operating
statements under Paragraph 16. Such accounting services shall be provided at the expense of
Manager and shall not be a Cost of Business;
(h) Provide necessary administration and supervisory services for the Catering
Facility;
(i) Secure and maintain in force insurance coverage insuring both Owner and
Manager (naming Owner as an additional insured) during the term of this Agreement, subject to
the availability of continuation of said coverage upon renewals and subject to Owner's approval
of increased policy premium upon renewals. Attached hereto and marked Exhibit D, is a
Schedule 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 D including, but not limited to premium, coverage, deductibles,
claims and renewals. Coverage shall be carried with a carrier holding a Certification of
Authorization (licensed) to do business in the State of Minnesota. Carriers shall have an A.M.
Best's rating of at least B Evidence of such insurance shall be in the form of a Certificate of
Insurance (I.S.O. Accord Form) 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;
(j) Comply with all applicable federal, state and local laws, regulations and
ordinances related to Manager's services and obtain all necessary permits and licenses, taking
special care to observe all conditions relating to the on -sale liquor license issued to Owner;
(k) Prepare and submit for Owner's approval no later than July 1 of each year, annual
operating, advertising and capital expenditures budgets for the following fiscal year;
(1) Initiate and execute promotion, publicity and other functions which will attract
patrons to the Catering Facility. All major promotions or programs shall be subject to the
approval of Owner;
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RESOLUTION NO.
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EXHIBIT A
(m) Comply with applicable requirements of the Uniform Contracting Act, Section
471.345 of Minnesota Statutes in connection with the acquisition of property for the Catering
Facility;
(n) Assure 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. Such attire shall be mandatory when on the event premises; and
(o) 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 shall be
made by Manager, with the agreement of Owner, from its own funds or, if paid by Owner,
promptly reimbursed by Manager. Such payments by Manager shall not be paid or reimbursed
by Owner as a Cost of Business.
9. PERSONNEL: 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, payable as a Cost of Business in
accordance with Section 13(a) hereunder. Manager agrees to develop and implement emergency
first aid procedures for all employees.
10. INDEMNITY AND INSURANCE: 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 11 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.
Owner and Manager agree that neither party will make any claim against or seek to
recover from the other for any loss or damage to either party's property or the property of others
or business interruption in so far as the same may be covered by fire or extended coverage or
other insurance.
11. MAINTENANCE OF RECORDS: Manager shall maintain at Manager's
premises records of all Gross Sales (as hereinafter defined), receipts, disbursements and expenses
of the business and operation carried on hereunder, including employee time cards and records
and such records shall be available for review by Owner during any working hours upon
provision of reasonable notice by Owner. Such records, together with all receipts, invoices,
papers, bills, books of account and related data shall be retained by Manager for the period
required by applicable state and federal laws, or for three years, whichever is longer and shall be
available at all reasonable times for inspections and /or audit by Owner, at Owner's expense, with
the assistance of Manager if requested by Owner. Owner shall have the right to have the Catering
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RESOLUTION NO. 2005 -04 EXHIBIT A
Facility's books and records audited by an independent public accountant selected by Owner, at
Owner's cost, which cost shall not be borne by the operation.
Manager will furnish to Owner an operating report, as more fully described in Paragraph
16 hereof, showing Gross Sales as the same are defined in Paragraph 14 hereof, the Cost of
Business as the same are defined in Paragraph 13 hereof, and other operating costs including
those listed in Paragraph 13 hereof, each Accounting Period for the operations carried on by
Manager hereunder.
12. NON REIMBURSABLE IMPROVEMENTS: Manager will contribute
60,000 for improvements to the Catering Facility during the first contract year.
Said improvements must be authorized and approved by Owner.
13. COST OF BUSINESS: "Cost of Business" is hereby defined as the sum of the
following items. All elements of the Cost of Business shall be paid or reimbursed by Owner in
accordance with Paragraph 16.
(a) The costs of all Manager's labor performing services with respect to this
Agreement, either on a full time or part time basis. In the event a Manager's employee
does not spend full time performing services with respect to this Agreement, the wage or
salary costs, together with all the ancillary costs concerning such employment noted
below with respect thereto, shall be charged to the Owner on a pro -rata basis based upon
the relative time spent by such employee providing services under this Agreement. A flat
charge of thirty percent (30 of gross payroll (exclusive of bonuses) will be charged for
full time employees to cover payroll tax and employee benefit costs such as for medical
and dental plans, life insurance, FICA, State Unemployment Insurance, workers'
compensation insurance, state disability insurance, profit sharing, 401(k) and payroll and
benefit plan preparation, processing and administration. For part time employees actual
costs for these expenses will be charged. Manager shall provide Owner at all times with a
current wage and salary schedule for all of Managers' employees providing services
under this Agreement whose wages or salaries are reimbursable as a Cost of Business.
The schedule shall indicate the wage or salary rate or range for each category of
employees and identify all employees or categories of employees who are eligible for any
bonus payments in addition to wages or salaries. The schedule in effect as of the date of
this Agreement is attached as Exhibit E. No salaries or wages shall exceed the amount
shown on Exhibit E. Bonuses shall be paid by Manager in accordance with its standard
operating procedures but will not be reimbursed by Owner as a Cost of Business;
(b) The cost of food, food products, liquor, wine, beer, and other beverages,
confections and other merchandise sold in Catering Facility premises or made available
to employees at no charge or a reduced charge;
(c) The cost of all materials and supplies used in the Catering Facility
premises, including, but not limited to, sales tax, delivery and other incidental charges,
linen, laundry, uniforms, paper products, small equipment replacement, silverware,
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RESOLUTION NO. 2005 -04 EXHIBIT A
glassware, china and utensils (The first $12,000 dollars of smallwares cost shall be
excluded from the Cost of Business);
(e) License fees applicable to Owner's and Manager's direct operations
hereunder, such as liquor license fees, but exclusive of any real estate taxes, federal or
state income taxes or any licenses or taxes based upon or measured by income;
(f) Premiums for all insurance required to be carried hereunder, including, but
not limited to, general liability, liquor liability, property business interruption coverage,
and workers' compensation insurance, and for employee benefits, including, but not
limited to, pension, medical and /or dental insurance, life insurance and disability
insurance;
(g) Cost of Business excludes all catering costs contracted by Owner and paid
by Owner, including but not limited to supplies, advertising, printing, communications,
contractual services, insurance, professional services, rentals, repair, maintenance, taxes,
licenses, and utilities. Smallwares purchased by owner in excess of 12,000 will be
included as a Cost of Business.
(h) Expenses incurred to repair and maintain the Catering Facility premises
and equipment, including common area maintenance expenses allocable to the Catering
Facility, but not including expenditures which would be classified as capital
expenditures;
(i) Advertising, sales promotion and public relations expenses relating to the
Building; provided that the amount of such costs shall not from to time exceed 4%
of Gross Sales without the express written approval of the Owner;
(j) Such other operational costs and expenses as may be incurred from time to
time which are related to the management and operation of the Catering Facility; and
(k) Direct labor costs associated with the utilization of the Owner's employees
at the request and direction of the Manager for catering operations.
(1) Cost of Business do not include overdraft charges on bank accounts
maintained by Manager or late payment or penalty charges to others unless late payment
is caused by the failure by Owner to make prompt payment in accordance with Paragraph
16(b)
(m) An MIS fee in the annual amount of $15,000 payable in equal monthly
installments.
14. 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 other than standard service charges
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RESOLUTION NO.
2005 -04
EXHIBIT A
paid to the Catering Facility's employees, rental fees or building surcharges payable directly to
Owner.
15. MANAGEMENT FEE: As compensation for the services to be rendered hereunder by
Manager, Owner agrees to pay Manager, in accordance with Paragraph 16(b) below, an amount
(the "Management Fee which shall be in the following amounts:
For each calendar year the annual Management Fee shall be One Hundred Thousand Dollars
($100,000).
The Management Fee for each month shall be an amount equal to one twelfth of the annual
Management Fee payable on the first working day of each month beginning on the date stated in
Paragraph 18 as the commencement date of this Agreement. In the event of a partial month at the
beginning or end of the term of this Agreement, the Management Fee shall be pro -rated on the
basis of the number of days in the partial month.
In addition Owner agrees to pay Manager in accordance with Paragraph 16(b) below, an
amount (the "Incentive Fee or Penalty Fee determined as follows:
The Manager shall make every effort to keep "Total Cost of Business" less than 68 of Food and
Beverages Sales.
For Food and Beverage Sales as defined in Section (14) that exceed $2 250,000 (to be increased
annually by 2.25 No Incentive /penalty when sales do not exceed $2,250,000
Should "Total Cost of Business" Exceed 68 of Food and Beverage Sales the Manager shall pay
a Cost of Business Penalty as follows:
If Total Cost of Business is:
69 or greater of F& B Sales Revenue Cost of Business Penalty 5,000
70 or greater of F& B Sales Revenue Cost of Business Penalty $10,000
71 or greater of F &B Sales Revenue Cost of Business Penalty $20,000
Should "Total Cost of Business" be 68 or Tess of Food and Beverage Sales the Manager shall
receive a Cost of Business Incentive Payment as follows:
68 or less of F& B Sales Revenue Cost of Business Incentive 5,000
67 or less of F& B Sales Revenue Cost of Business Incentive $15,000
66 or less of F& B Sales Revenue Cost of Business Incentive $25,000
64 or Less of F& B Sales Revenue Cost of Business Incentive $35,000
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RESOLUTION NO.
2005 -04
EXHIBIT A
The Incentive/Penalty Fee shall be determined on an accrual basis of accounting and shall be
payable before the end of January of the year following the calendar year in which it is earned
provided Manager has provided sufficient records and statements to determine the amount
earned.
At Owner's sole expense, Owner may elect to have the Catering Facility's financial
records related to this Agreement audited, to any extent and at any reasonable time deemed
appropriate by Owner, by independent public accountants selected by Owner, at Owner's cost,
which cost shall not be borne by the operation.
16. SETTLEMENT OF ACCOUNTS:
(a) Within fifteen (15) working days after the end of each Accounting Period,
Manager shall prepare and submit to Owner an operating statement setting forth Food
and Beverage Sales, Cost of Business and all other operating costs of the Catering
Facility incurred during the preceding Accounting Period and any other information
concerning the Catering Facility's operations which Owner may reasonably request.
Owner shall prepare and submit to Manager a statement of revenues for the prior
Accounting Period within fifteen (15) working days after the beginning of each
Accounting Period.
(b) Owner shall wire transfer to Manager each month the amount of money
representing a Cost of Business incurred for which Manager has provided information in
sufficient detail for Owner to ascertain that the amount requested is accurate and
represents an element of the Cost of Business.
(c) Manager shall pay all operating expenses of the Catering Facility in
accordance with its standard operating procedures.
(d) Owner will handle all billing and collection for Catering Facility events.
Owner is responsible for Manager's costs if third parties fail to pay Owner for catering
event.
17. COMMENCEMENT OF SERVICES: Manager agrees to commence the
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 at any time for any reason by one of the parties in accordance with the provisions of
this Agreement.
18. TERM AND TERMINATION:
(a) The term of this Agreement shall be three years commencing January 1,
2005. However, this Agreement may be terminated at any time by either party if the other
party shall fail to keep, observe or perform any material covenant, agreement, term or
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provision of this Agreement and such default shall continue for a period of ten (10) days
after written notice thereof by the party giving notice to the party in default.
(b) In addition this Agreement may be terminated by the Owner without cause
at any time by delivery of sixty (60) days written notice delivered to Manager, and may
be terminated by Manager without cause at any time by delivery of one hundred twenty
(120) days written notice delivered to Owner.
(c) 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 at its sole option immediately terminate this Agreement upon giving notice as
provided in Paragraph 21.
(d) Notwithstanding any other provision herein to the contrary, if the right of
the Owner to enter into and perform its obligations under this Agreement is enjoined by a
court of competent jurisdiction, the period during which such injunction is effective shall
be deemed not to be a part of the term of this Agreement, and the Manager shall not be
entitled,to any compensation for any resulting reduction of the term of this Agreement. In
addition, if the right of the Owner to enter into and perform its obligations under this
Agreement is directly or indirectly challenged in a court of law, then the Owner may at
its discretion, terminate this Agreement upon delivery of not less than 15 days notice to
Manager.
19. ATTORNEY FEES: In the event of a controversy between the parties pursuant
to this Agreement requiring the institution of legal proceedings by one party against the other,
each party in such proceeding shall be responsible for payment of its own attorney's fees for
services rendered in connection with the controversy and proceedings unless a court of
competent jurisdiction determines pursuant to Minnesota Statutes, Section 549.21 that a claim is
brought or defended in bad faith, asserts a claim or defense that is frivolous and that is costly to
the other party assets an unfounded position solely to delay the ordinary course of proceedings or
to harass or commits a fraud upon the court. Legal expenses incurred by Manager, with consent
of Owner, in connection with the legal affairs between the Owner and third parties (as contrasted
to legal controversies between Owner and the Manager) shall be paid for by Owner and shall be
included in the Cost of Business as defined in Paragraph 13 hereof.
20. ASSIGNMENT: This Agreement shall not be assignable by either party without
the prior written consent of the other party.
21. NOTICES: All written notices provided for in this Agreement shall be given
by United States certified or registered mail, postage prepaid and return receipt requested, and
addressed as follows:
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RESOLUTION NO.
IF TO OWNER
IF TO MANAGER
2005 -04
Economic Development Authority
Of the City of Brooklyn Center
6301 Shingle Creek Parkway
Brooklyn Center, Minnesota 55430
Attention: Cornelius Boganey
and
Economic Development Authority
Of the City of Brooklyn Center
6155 Earle Brown Drive
Brooklyn Center, Minnesota 55430
Attention: Judith Bergeland
Flik International Corp
3 International Drive
Rye Brook, NY 10573
Scott Davis, President
22. GOVERNING LAW: This Agreement shall be governed by the laws of the
State of Minnesota.
23. 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.
24. MODIFICATION: ENTIRE AGREEMENT: WAIVER: This Agreement cannot
be modified orally, or by course of conduct, but only in writing signed by a duly authorized
officer or agent of each party. This Agreement contains the entire understanding of the parties
with respect to the subject matter. No waiver of any default shall be construed to be or constitute
waiver of any subsequent defaults.
25. 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 Caterer
26. AGREEMENT NOT TO COMPETE: During the term of this Agreement
Manager shall not own, operate, manage, or otherwise provide food or catering services to any
convention center, banquet facility, special occasion restaurant, historic inn, or other similar
facility within a two hundred fifty (250) mile radius from the. Catering Facility which directly
competes with Owner; provided, however, that Manager may continue to provide such services
at locations at which it currently provides services and at locations listed in Exhibit B attached
hereto. The (imitations of this paragraph may be waived by Owner by duly authorized written
consent.
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EXHIBIT A
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RESOLUTION NO. 2005 -04
27. PERFORMANCE BOND: Manager shall provide a performance bond, issued by
a surety which is authorized to do business in Minnesota and acceptable to Owner, issued in the
amount of Three Hundred Fifty Thousand Dollars ($350,000) to assure the full and faithful
performance of the Manager under this Agreement and any written modifications hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
Executive Director
ECONOMIC DEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF BROOKLYN CENTER
FLIK INTERNATIONAL CORP
By
Its
And by
Its
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EXHIBIT A
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Unit12629@compass- usa.com
Unit13166@compass- usa.com
Unit13378@compass- usa.com 1
Unit13706a@compass- usa.com
Unit14641@compass- usa.com
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]Tod Nissle
]Jordan Wolski
Tod Nissle
Jordan Wolski
(Jordan Wolski l
!Jordan Wolski 1
Jordan Wolski l
!Tod Nissle l
'Tod Nissle l
Tod Nissle
l alssN poll
!Tod Nissle l
!Jordan Wolski 1
Jordan Wolski l
Tod Nissle
a!ss!N Poi
1Tod Nissle l
a!ss!N P
Tod Nissle
Tod Nissle
a!ss!N poi
Tod Nissle
Tod_Nissle
a!ss!N P
alss!N P
Tod Nissle
Tod Nissle
Tod Nissle
Joe Muth
idJI auueasotil
!Pierre Laginaduer
Steve Boese
Colleen Callies
[Lisa Ekiyor
Allen Nelson
(James Spadafore
IRoswitha Ganser
Matt Dennie
James Allen
!Bryan Feist
Stacy Solorzano
Diane Weltzien
Patricia Eide
Janet Sheedy
Janet Sheedy
Barbara Donoho
Barbara Donoho l
Rob Micelwitz_
Dave Larsen
Lindsay Baker
Garland Sanchez
Roseanne Tripi
763 -542 0599.
1.61.S
1952- 853 -33501
651 695 -8882
651 777 -1312
LtLZE-1.913-ZS61
1651- 681 -8809 l
1952
1952- 993 -3560]
651- 635 -5970 l
1763- 945 -7301
rgZ1. S0t
1651- 582 -5191
1952- 853 -4643 1
1952 -447 -2170]
1763- 765 6799]
763- 765 -6799]
1952- 930 -6656]
952- 877 -3363]
612- 340 -84581
952 842 -8235
Opens 2/05/041
1763 -847 -8150
1651- 582 -4097
1952- 853 -6368
651 695 -5845
651 -777 -1311
1952-854-8362
651 -681 -8905 or 5846
1 9LZt
52 -933 -9753 ext 66133 1
651- 635 -5546
763 -268 -3016
1651- 687 -3079
l 99ZS
952- 853 -6368
952-447-2182 x 17
763 582 -6290
763 582 -6290
952 887 -8438
1952- 887 8438 J
952- 930 -6563
952 887 -3110
612 340 -8053
952- 842 -8233
EZLS SSZ £9L
952 826 -4218 J
952 -826 -4218
Opens 4/04/05
Opens 4 /04/05
01tss
ZIISS
55116
55042
LSZbSS 1
1 IZISS]
L££SS 1
tt£SS
1£LISS 1
1 HESS 1
1 1.ZISS
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55372
55416
55416
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1 0 t'GSi
£LESS
1.£tSS
55415
SEKS
Ls »ss
ZLLSS
55344
tt£SS
081
08499
]Minnesota
]Minnesota
'Minnesota
Minnesota
Minnesota
l Minnesota
Minnesota
!Minnesota l
!Minnesota l
Minnesota 1
Minnesota
!Minnesota 1
(Minnesota 1
Minnesota
Minnesota
Minnesota
Minnesota
i
Minnesota
Minnesota
Minnesota
Minnesota 1
etosauuill
Minnesota
Minnesota
Minnesota
Minnesota
Minnesota I
Minnesota 1
Minnesota 1
Medina 1
]Arden Hills
]Bloomington 1
St. Paul
Lake Elmo
1 uot6uiwoo!g l
ue6e3l
1 ap!nswngl
Eden Prairie
L a!iinasoU
l
'Maple Grove
ue6e3l
_sll!HuapiV1
!Woodbury
Prior Lake
1Golden Valley
!Golden Valley I
Bloomington 1
1 Bloomington 7
!Minnetonka
!Bloomington
Minneapolis
eu!p3
Brooklyn Park 1
Arden Hills
Eden Prairie
1 a!i!eid uaP3l
!Minneapolis
!Minneapolis 1
99' H 001
100 Hamline Ave. N.
311 E. Old Shakopee Rd.
66 S.Mississippi Blvd.
243 N. Demontreville
850 Metro Drive
256 Trapp Road
4300 Judicial Road
131 Blue Circle Drive
470 Highcrest Road
3490 Bass Lake Road
199 Pilot Knob Road
100 Hamline Ave. N
l an! a 6Jaqualua!g 9L
6385 St. Francis Ln l
701 Golden Hills Dr.
701 w. Golden Hills Drive
111 Lyndale Avenue South
111 Lyndale Avenue South
0700 Bren Road West
400 W. 94th Street 1
25 Fourth Avenue South
940 Viking Drive
450 Winnetka Avenue North
251 Fernwood Avenue
1000 Viking Drive, Suite 400
1000 Viking Drive, Suite 400 1
0 Hennepin Avenue
0 Hennepin Avenue
RESOLUTION EXHIBIT A
U.
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co
co
CN
CO
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co
co
co
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Ln
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co
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cn
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CO
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55442 763-268-6786
UNIT MANAGER
Minnesota
1
RESOLUTION NO. 2005 -04
Owner's Representative:
Name:
Unit Telephone Number:
Pager Number:
Manager's Representative:
Name:
Page 1
Unit Telephone Number: 763 569 -6312
Cell Phone Number:
Pager Number:
Judith Bergeland
763- 569 -6302
763 214 -7187
Cory Gigstead
612- 414 -9108
763 214 -7017
EXHIBIT C
EXHIBIT A
ACORD 1 5 a D
DATE(MM /DD /YY
INSURERS AFFORDING COVERAGE
INSURED I
INSURER A: Ameri can Zurich Ins Co
INSURER B: American Guarantee Liability Ins Co
INSURER C: Zurich American Ins Co of Illinois
INSURER D: zurich American Ins Co
INSURER E: ACE American Insurance Company '4
.°..F�.7.L
INSR P
TYPE OF INSURANCE P
POLICY NUMBER D
POLICY EFFECTIVE{POLICY E
EXPIRATION
LIMITS
0 G
GENERAL LIABILITY G
GL0834423805 0
09/30/04 0
09/30/05 E
EACH OCCURRENCE 3
31,000,000
X C
COMMERCIAL GENERAL LIABILITY F
FIRE DAMAGE(Any one fire: 5
51, 000, 000
CLAIMS MADE X OCCUR M
MID EXP (Any one email
Contractual P
PERSONAL A ADV INJURY 3
31,000,000
GENERAL AGGREGATE 5
510,000,000
GENT. AGGREGATE LIMIT APPLIES PER.
PRO-
PRODUCTS COldPN)PAGG 3
31,000,000
Liquor Liability Lim 5
51,000,000
AUTOMOBILE L
LIABILITY C
COMBINED SINGLE LIMIT
BODILY INJURY
BODILY INJURY
PROPERTY DAMAGE
(Per accident)
GARAGE LIABILITY A
AUTO ONLY EA ACCIDENT
OTHER THAN EA ACC
AUTO ONLY
AGG
F E
EXCESS LIABILITY 3
32014030 0
09/30/04 0
0 E
EACH OCCURRENCE 5
510,000,000
AGGREGATE 3
310, 000, 000
A
WORKERS COMPENSATION AND w
wc834437304 0
09/30/04 0
09/30/05 X
X IwC STATU•T OTH-
El. EACH ACCIDENT 5
52,000,000
El. DISEASE POLICY LAUT 5
52,000,000 I
EL. DISEASE EMPLOYEE 5
52,000,000 .7•
5
OTHER
DESCRIPTION OF OPERATIONSILOCATIONSNEHDCLES IEXCLU90NS ADDED BY ENDORSEMENTNSPECIAL P
PROVISIONS G
Earle Brown Heritage Center D
st tel: ,k.,:..... a
G
t 7i'J p y a A
er ..,.u xa. l
?'f^ p�;Fai }r�'�B:` L .k� f-'� sit ,4:,,,"
RESOLUTION NO. 2005 -04
IB
EXHIT "J=•
1 15 1
TYPE OF INSURANCE
POLICY NUMBER
POLICY DESCRIPTION
POLICY
EFFECTIVE
DATE
POLICY
EXPIRATION
DATE
LOOTS
EXCESS LIABILITY
E
47UKA14309
Excess Liability (1st
09/30/04
09/30/05
Aggregate
$10,000,000
Each
510,000,000
occurrence
Products /com
pleted o
$10,000,000
WORKERS COMPENSATION
A
wC8
workers Compensation (WI
09/30/04
09/30/05
1
1
RESOLUTION NO. 2005-04
Attachment to ACORD Certificate for F1 i k International corp.
The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the
coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the
policy.
INSURED
Flik International Corp.
A Division of Compass Group USA, Inc.
2400 Yorkmont Road
Charlotte NC 28217 -4611 USA
ADDITIONAL POLICIES
Certificate No 570011136703
EXHIBIT A
INSURER F American International Specialty Lines
INSURER
INSURER
INSURER
INSURER
If a policy below does not include limit information, refer to the corresponding policy on the ACORD
certificate form for policy limits.
DESCRIPTION OF OPERATIONS /LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS
1
RESOLUTION NO. 2005 -04
Position
General Manager
Food Beverage Manager
Director of Catering Sales
Catering Sales Manager
Executive Chef
Sous Chef
Line Cook
Prep /Utility
Dishwasher
Banquet Manager
Waitperson
Bartender
Page 1
Salary Range
EXHIBIT E
Employees/Wages and Salaries
$55,000 $75,000
$38,000 $48,000
$40,000 $50,000
$30,000 $38,000
$55,000 $75,000
$35,000 $43,000
$11.00 $15.00 per hour
$8.00 $10.00 per hour
$8.00 $10.00 per hour
$9.00 $11.00 per hour Service Charge
Minimum Wage ($5.15) Service Charge
$6.50 $8.00 per hour Service Charge
EXHIBIT A