HomeMy WebLinkAbout1999 01-11 EDAP Regular Session EDA MEETING
City of Brooklyn Center
January 11, 1999 AGENDA
1. Call to Order
2. Roll Call
3. Approval of Agenda and Consent Agenda
-The following items are considered to be routine by the Economic Development
Authority and will be enacted by one motion. There will be no separate discussion of
these items unless a Commissioner so requests, in which event the item will be removed
from the consent agenda and considered at the end of Commission Consideration Items.
a. Approval of Minutes
- Commissioners not present at meetings will be recorded as abstaining from the vote
on the minutes.
1. Regular Session - December 14, 1998
b. Resolution Designating Depositories of EDA Funds
4. Commission Consideration Items
a. Resolution Electing Officers for the Economic Development Authority in and for
the City of Brooklyn Center
-Requested Council Action:
- Motion to adopt resolution.
b. Resolution Directing Notice of Termination Pursuant to Article XI of the Contract
for Private Redevelopment By and Between the Economic Development Authority
in and for the City of Brooklyn Center, Minnesota, and Boulevard Shoppes, LLC
-Requested Council Action:
- Motion to adopt resolution.
C. Resolution Approving the Acquisition of Real Property Located at 6918 June
Avenue North, and Approving Purchase Agreement Between the Economic
Development Authority and the Department of Housing and Urban Development
-Requested Council Action:
- Motion to adopt resolution.
d. Resolution Approving Agreement for Food Service Management and Separation
Agreement (D'Amico)
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-Requested Council Action:
- Motion to adopt resolution.
EDA MEETING -2- January 11, 1999
e. Resolution Approving a Food Service Management Agreement for the Earle Brown
j Heritage Center (Flik International Corporation)
- Requested Council Action:
- Motion to adopt resolution.
5. Adjournment
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EDA Agenda Item No. 3a
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
DECEMBER 14, 1998
CITY HALL
1. CALL TO ORDER
The Brooklyn Center Economic Development Authority (EDA) met in regular session and was
called to order by President Myrna Kragness at 7:03 p.m.
2. ROLL CALL
President Myrna Kragness, Commission Members Kathleen Carmody, Debra Hilstrom, Kay Lasman,
and Robert Peppe. Also present: Executive Director Michael J. McCauley, Assistant City
Manager/HR Director Jane Chambers, City Attorney Charlie LeFevere, and Recording Secretary
Maria Rosenbaum.
3. APPROVAL OF AGENDA AND CONSENT AGENDA
A motion by Commissioner Carmody, seconded by Commissioner Lasman to approve the agenda
and consent agenda. Motion passed unanimously.
3a. APPROVAL OF MINUTES
A motion by Commissioner Carmody, seconded by Commissioner Lasman to approve the minutes
from the regular session on November 23, 1998. Motion passed unanimously.
4. COMMISSION CONSIDERATION ITEMS
4a. RESOLUTION APPROVING THE FINAL BROOKLYN CENTER
ECONOMIC DEVELOPMENT AUTHORITY BUDGET FOR THE YEAR
1999 PURSUANT TO MSA CHAPTER 469.147, SUBDIVISION 1
RESOLUTION NO. 98 -21
Councilmember Carmody introduced the following resolution and moved its adoption:
RESOLUTION APPROVING THE FINAL BROOKLYN CENTER ECONOMIC
DEVELOPMENT AUTHORITY BUDGET FOR THE YEAR 1999 PURSUANT TO MSA
CHAPTER 469.107, SUBDIVISION 1
12/14/98 -1- DRAFT
The motion for the adoption of the foregoing resolution was duly seconded by Councilmember
Lasman. Motion passed unanimously.
4b. RESOLUTION REQUESTING THE CITY OF BROOKLYN CENTER TO
LEVY TAXES FOR THE BENEFIT OF THE BROOKLYN CENTER
ECONOMIC DEVELOPMENT AUTHORITY FOR THE YEAR 1999
RESOLUTION NO. 98 -22
Councilmember Carmody introduced the following resolution and moved its adoption:
RESOLUTION REQUESTING THE CITY OF BROOKLYN CENTER TO LEVY TAXES FOR
THE BENEFIT OF THE BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY
FOR THE YEAR 1999
The motion for the adoption of the foregoing resolution was duly seconded by Councilmember
Lasman. Motion passed unanimously.
5. ADJOURNMENT
A motion by Commissioner Hilstrom, seconded by Commissioner Carmody to adjourn the meeting
at 7:04 p.m. Motion passed unanimously.
President
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12/14/98 -2- DRAFT
EDA Agenda Item No. 3b
MEMORANDUM
• TO: Michael J. McCauley, City Manager
FROM: Charlie Hansen, Finance Director �-
DATE: January 6, 1999
SUBJECT: Resolution Designating Depositories of EDA Funds
In January of each year, the Commission has passed a resolution designating the banks which are
authorized as depositories of EDA funds. Marquette Bank Brookdale is where the EDA has its
checking account. Paymentech Inc. is a clearinghouse depository for credit card sales at the Earle
Brown Heritage Center. Surplus EDA funds are pooled with City funds and invested through the
institutions listed on the City Resolution designating depositories.
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Commissioner introduced the following resolution and moved its
adoption:
EDA RESOLUTION NO.
RESOLUTIp DESIGNATING DEPOSITORI QF EDA FU NDS
WHEREAS, the Economic Development Authority Commission has authority over
EDA funds, including the safekeeping and disbursement of public moneys, and
WHEREAS, Section 7.10 of the City Charter provides that City funds shall be
disbursed by check bearing the actual or facsimile signature of the city manage and city
treasurer.
NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority
in and for the City of Brooklyn Center, Minnesota, as follows:
1. that Marquette Bank Brookdale is hereby designated as the depository of funds
of the Economic Development Authority.
2. that the EDA assistant treasurer is authorized to deposit EDA funds to the
extent that repayment is guaranteed by the Federal Deposit Insurance Corporation and
such additional funds not to exceed the amount of 90% of collateral pledged by the
depository to the EDA.
3. that the EDA assistant treasurer is authorized to deposit surplus EDA funds into
the City's pooled investment account and invest them according to the policy and
restrictions pertaining to that account.
4. that Paymentech, Inc. is hereby designated as the clearinghouse depository for
credit card sales of the Earle Brown Heritage Center.
5. that the city manager and city treasurer are authorized by the EDA Commission
to act for the EDA in any of its business with the depositories.
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.
resolutionWaresoRdepos it
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EDA Agenda Item No. 4a
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Commissioner introduced the following resolution and
moved its adoption:
EDA RESOLUTION NO.
RESOLUTION ELECTING OFFICERS FOR THE ECONOMIC
DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN
CENTER
WHEREAS, Minnesota Statutes Section 469.096 provides that an economic
development authority shall elect a president, treasurer, and secretary on an annual basis.
NOW, THEREFORE, BE IT RESOLVED by the Economic Development
Authority in and for the City Council of the City of Brooklyn Center, Minnesota, that the
Authority hereby elects the following officers to serve through December 31, 1999, or such later
date as their successors are elected and qualified:
President /Treasurer: Myrna Kragness
Vice - President: Robert Peppe
Assistant Treasurer: Charlie Hansen
Secretary: G. Brad Hoffman
•
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.
EDA Agenda Item No. 4b
City of Brooklyn Center Office of the City Manager
Agreat place to start. Agreat place to stay.
Michael I McCauley
CitY , lanc ger
MEMORANDUM
TO: Mayor Kragness, Councilmembers Hilstrom, Lasman, Nelson, and Peppe
FROM: Michael J. McCauley, City Manager
DATE: January 6, 1999
SUBJECT: Boulevard Shoppes, LLC
As has been discussed a number of times by the Economic Development Authority (EDA), the contract for
private redevelopment between the Economic Development Authority and Boulevard Shoppes, LLC,
provides that the Agreement may be terminated by either party if Boulevard Shoppes, LLC, has not acquired
the entire redevelopment property by December 31, 1993. Attached for your reference is a copy of my letter
of December 23rd to Boulevard Shoppes, LLC, reminding them of the terms provided in the Agreement and
the necessity to demonstrate control of the property on or before December 31, 1998. As of this date,
Boulevard Shoppes, LLC, has not provided proof that it has control of the entire redevelopment property,
nor has it requested that the Economic Development Authority, through the use of eminent domain, acquire
the property. As indicated in the materials, if Boulevard Shoppes, LLC, had requested that the Economic
Development Authority acquire property through the use of eminent domain, Boulevard Shoppes, LLC,
would have been required to post sufficient funds to cover the EDA's costs of acquisition, provide proof of
financing, and acceptable redevelopment plans.
Staff is requesting that the Economic Development Authority authorize formal notice under the terms of
Article XI of the Agreement that the Economic Development Authority is exercising its authority to
terminate the Agreement upon 10 days notice. Given the failure of Boulevard Shoppes, LLC, to acquire all
property necessary for redevelopment or request the Economic Development Authority to acquire property,
termination would appear appropriate.
Prior to arriving at this point of nonacquisition of all of the properties by Boulevard Shoppes, LLC, the
Economic Development Authority has raised the issue of the uncertainty facing the owner- occupied
residences in the redevelopment project area. The identified mechanism for funding acquisition of the
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oner- occupied residences was the tax increment project contemplated in the Redevelopment Agreement.
With the press of many public improvement projects, available finds are scarce. Also, with an active
Agreement for private redevelopment with specific deadlines, staff felt that it would potentially be a breach
® of the redevelopment agreement for the Economic Development Authority to inter'ect itself into acquisition
p i q
6301 Shingle Creek Pkwy, Brooklyn Center, Iti1N 55430 -2199 • City Hall & TDD Number (612) 569 -3300
Recreation and Community Center Phone & TDD Number (612) 569 -3400 • FAX (612) 569 -3494
An Affirmative ActionlEqual Opportunities Employer
Memo to City Council Members -2- January 6, 1999
s
matters while the redeveloper was seeking to perform under the terms of the Agreement. That is if the
Economic Development Authority became involved in acquisition, discussions, or activities, such actions
might constitute an interference with the Redevelopment Agreement between the Economic Development
Authority and the redeveloper. At this juncture, staff would recommend to the Economic Development
Authority that we explore voluntary sale and acquisition of owner- occupied residences in the redevelopment
project area. We have tentatively identified potential sources by which we would be able to cobble together
the funds anticipated to be needed in order to acquire the single - family, owner - occupied residences. The
potential source of funds would be from the unrestricted Economic Development Authority fund balance
and potentially from anticipated tax increment district revenues, as opposed to bond proceeds. As has
previously been discussed, the tax increment bond proceeds have been identified as necessary for the
Brooklyn Boulevard project itself. Springsted is in the process of completing its analysis of the shortfall
in Tax Increment District No. 2 occasioned by the reduction in tax class rates for commercial /industrial
property. After that analysis has been completed and reviewed by staff, we feel there is some potential to
find revenues in that cash stream which may be joined with existing Economic Development Authority find
balance to provide sufficient finds. Using these monies will of course reduce the Economic Development
Authority find, but the options available to the Economic Development Authority would appear to be
limited. Staff would recommend that we proceed at the end of the 10 -day period to consider seeking new
developers for redevelopment of this area. If the Economic Development Authority authorized a new search
• for redevelopment proposals, the uncertainty would continue to hang over the owner- occupied residences.
We feel that this places the owners of these homes in an untenable and continued very difficult situation.
Thus, we would recommend that the Economic Development Authority consider acquisition through
voluntary means of owner- occupied residences. A specific financing plan would be presented to the
Economic Development Authority at its January 25th meeting. At this juncture, we feel confident that
through several sources we will be able to present a financing plan to the Economic Development Authority
that would fund the cost of such an acquisition.
Office of the City Manager
City of Brooklyn Center
A great place to start. A great place to stay.
Michael J. McCauley
City Manager
December 23, 1998
Mr. David A. Nelson, President
Boulevard Shoppes, LLC
7030 Brooklyn Boulevard
Brooklyn Center, MN 55429
Dear Mr. Nelson:
As 1998 draws to a close, it will be necessary for me to report to the Economic Development Authority on
the current status of the Agreement between the Economic Development Authority and Boulevard Shoppes,
LLC, for the redevelopment on 69th and Brooklyn Boulevard. Pursuant to Article XI of the Agreement, the
Agreement may be terminated by either the Economic Development Authority or Boulevard Shoppes, LLC,
® if closing on the acquisition of the entire redevelopment property by Boulevard Shoppes, LLC, has not
occurred by December o 1, 1998. While I am aware of the significant progress made by Boulevard Shoppes,
LLC, in either acquiring title to or options for acquisition of the property required for redevelopment, it is
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my understanding that several parcels have not yet been acquired or become the subject of an option
Agreement. The City's Economic Development Authority has requested that this matter be placed on its
January 11, 1999, meeting agenda. At that time, the Economic Development Authority will be faced with
the issue of whether or not termination of the Agreement would be warranted if, under Section 11.1 of the
Agreement, acquisition of the entire redevelopment property has not occurred. In discussions with the
Authority, they have seemed open to considering the property as acquired if Boulevard Shoppes, LLC,
sought to proceed under Article III of the Agreement by requesting that the Authority acquire all property
necessary for redevelopment that had not been acquired by Boulevard Shoppes, LLC. As has previously
been reviewed, it would be necessary for Boulevard Shoppes, LLC, to provide notice that it was requesting
acquisition by the Authority, accompanied by proof of financing as provided in Section 7.1 of the
Agreement, acceptable plans as provided in Section 4.2 of the Agreement, and depositing sufficient funds
to cover the Authority's anticipated costs of acquisition.
Thus, in order to make a complete lete re ort to the Authority at its January 11, 1999, meeting, it will be
necessary to have from you no later than December 31, 1998, a report that indicates whether you have
acquired or have the ability to acquire all of the property required for redevelopment. If you are not in a
position to certify that you have acquired all of the property for redevelopment, I would need your plan for
acquisition of the remaining property. If that plan includes the use by the Authority of its powers of eminent
domain, your plan should be accompanied by a description of the property that you request be acquired by
the Authority, provisions that you will make to deposit the anticipated cost of the Authority's acquisition,
6301 Shingle Creek Pkwy, Brooklyn Center, IWN 55430 -2199 • City Hall & TDD Number (612) 569 -3300
Recreation and Community Center Phone & TDD Number (612) 569 -3400 • FAX (612) 569 -3494
An Affirmative Action /Equal Opportunities Employer
Mr. David A. Nelson
Page 2
December 23, 1998
the plans for the redevelopment that would be required under Section 3.2, and proof of financing. Mr.
Hoffman has indicated from his discussions with you that the project may be internally financed. Internal
financing would be an acceptable means of proceeding. To provide proof of internal financing, we would
request that you supply proof of deposit of funds with a financial institution that would be sufficient for you
to complete the project, accompanied by evidence that the funds on deposit would be for the use of
Boulevard Shoppes, LLC, to complete this project. That is, that the funds on deposit are for the project and
are available to Boulevard Shoppes, LLC, to draw upon to complete the plans submitted and that there are
no other claims upon the monies deposited.
As indicated in the beginning of this letter, it is imperative that the status of this project be fully delineated
prior to or on December 31, 1998, so that staff krill be in a position to make the requisite report to the
Economic Development Authority, The Economic Development Authority does wish to have this project
proceed successfully, but needs to have this project proceed as outlined in the Agreement between the
Economic Development Authority and Boulevard Shoppes, LLC, on the time table incorporated therein.
That time table requires that you have control of all property on or before December 31, 1998. If you have
made a request of the Authority to acquire any property not under your control on or before December 31,
1998, pursuant to the terms of the redevelopment Agreement, I am hopeful that that would be sufficient for
the Economic Development Authority to continue proceeding with the project and avoid the optional
termination that is provided for in the Agreement.
Sinc
Michael J. McC ey
City Manager
MJM: sk
cc: Mayor and Council Members
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Commissioner introduced the following resolution and
moved its adoption:
EDA RESOLUTION NO.
RESOLUTION DIRECTING NOTICE OF TERMINATION PURSUANT TO
ARTICLE XI OF THE CONTRACT FOR PRIVATE REDEVELOPMENT BY
AND BETWEEN THE ECONOMIC DEVELOPMENT AUTHORITY IN AND
FOR THE CITY OF BROOKLYN CENTER, MINNESOTA, AND
BOULEVARD SHOPPES, LLC
WHEREAS, by Contract for Private Redevelopment dated as of June 17, 1998, the
Economic Development Authority in and for the City of Brooklyn Center, Minnesota, and
Boulevard Shoppes, LLC, entered into a Contract for Private Redevelopment; and
WHEREAS, pursuant to Article XI of the Agreement, the Agreement may be
terminated by either the Economic Development Authority or Boulevard Shoppes, LLC, if closing
on the acquisition of the entire redevelopment property by Boulevard Shoppes, LLC, has not
occurred by December 31, 1998; and
WHEREAS, acquisition of the entire redevelopment property by Boulevard
Shoppes, LLC, did not occur by December 31, 1998; and
WHEREAS, the Economic Development Authority has determined that it would
be in its best interest to terminate the Contract for Private Redevelopment.
NOW, THEREFORE, BE IT RESOLVED by the Economic Development
Authority in and for the City of Brooklyn Center, Minnesota, that the Executive Director be and
hereby is directed to give notice to Boulevard Shoppes, LLC, of the Economic Development
Authority's intention to terminate the Contract for Private Redevelopment dated as of June 17,
1998.
BE IT FURTHER RESOLVED that the Executive Director be and hereby is
authorized to take any such other action as may be necessary to affect the termination of the
Agreement as provided in Article XI of the Agreement.
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.
•
EDA Agenda Item No. 4c
r
MEMORANDUM
TO: Michael J. McCauley, City Manager
FROM: Tom Bublitz, Community Development Specialist / I
DATE: January 5, 1999
SUBJECT: Resolution Approving the Acquisition of Real Property Located at 6918 June Avenue
North, and Approving Sales Contract Between the Economic Development Authority
and the Department of Housing and Urban Development
The Department of Housing and Urban Development (HUD) contacted City staff regarding the ,City's
interest in a HUD foreclosure property located at 6918 June Avenue North. This property is located
in the area being considered for redevelopment in the northeast quadrant of 69th and Brooklyn
Boulevard. The property is a 936 square foot slab on grand home built in 1950.
HUD has offered the City/EDA the opportunity to purchase this property before it is advertised in
their inventory of foreclosure properties. The reason the City/EDA has the first opportunity to
purchase this property is that, due to its condition, it does not qualify for FHA mortgage insurance.
e A copy of the HUD sales contract is included with this memorandum.
In direct sales to public agencies, HUD has a standard policy of offering the property for sale at the
appraised value less 10 %. In the case of 6918 June Avenue North, the appraised value was
established by HUD at $62,000. With a 10% discount, the purchase price to the EDA would be
$55,800. Closing costs and title insurance would cost approximately $1,000 to $1,200 additional.
The total acquisition cost would be estimated at $56,800 to $57,000. The 1998 assessed value of the
property established by the City Assessor's office is $61,900.
Upon inspection of the property at 6918 June Avenue North, the City's Building Official noted the
following items: ZD
• The property is a slab on grade home.
• The fascia and general exterior of the property appear dilapidated.
• The main electrical post coming into the house is substandard.
• The main beam between the living room and kitchen is failing structurally.
• Plumbing is substandard with no venting of any of the plumbing fixtures.
• Windows are in very poor condition.
• Water pipes are undersize and substandard.
• Heating system is substandard with no cold air returns.
• There is no firewall between the garage and house.
• Windows are undersized for proper light and ventilation.
• Interior walls have peeling paint indicating a potential moisture problem in the house.
Michael J. McCauley
• January 5, 1999
Page 2
• Additionally HUD staff indicated the roof leaks.
If the current redevelopment proposal is not realized, the area will most likely be developed in the
future. Acquiring this property as a vacant and foreclosed property would mean a significant cost
savings compared to acquisition of the same property if it is occupied.
A resolution approving the acquisition has been prepared for EDA consideration. If approved, staff
would proceed with closing on the property as early as January 15, 1999 and then proceed with
demolition.
Sales Contract U.S. Department of Housing and Urban Development
Office of Housing
Property Disposition Program Federal Housing Commissioner
1. I (we), Economic Development Authoritv in and for the City of Brooklyn C HUD CaaeNo.
(Purchasers agree to purchase on the terms set forth herein• the following roe as more articulart ntet' 271- 706503.
(Purchaser( s)) p g P P t'tY• P � � 1
described in the deed conveying the property to the Secretary of Housing and Urban Development:
6918 June Avenue North,'Brooklvn Center, Hennepin, Minnesota 55429
(street number, street name, unit number, if applicable, city, county. State)
2. The Secretary of Housing and Urban Development (Seller) agrees to sell the property at the price and terms set forth herein, and to prepare a deed
containing a covenant which warrants against the acts of the Seller and all claiming by, through or under him. Title will be taken in the following
name(s) and style: Economic Development Authority in and for the City of Brooklyn Center
3. The agreed purchase price of the property is . Yj_ fty= fi v.. e... thO. usand ...eight; ... hundred ... d011408 3. S 55,800
Purchaser has paid S 0.00 as earnest money to be applied on the purchase price, and "agrees
to pay the balance of the purchase price, plus or minus prorations, at the time of closing, in cash to Seller. The
earnest money deposit shall be held by
4. F� Purchaser is applying for FHA insured financing [E]203(b), F 203(b) repair escrow, F 203(k)I with a cash
down payment of S due at closing and the balance secured by a mortgage in the amount of
t for months (does not include FHA Mortgage Insurance Premium,
prepaid expenses or closing costs Seller has agreed to fund into mortgage.).
P Said mortgage involves a repair escrow amounting to ............................................... j ..............................> 4. S 0.00
fi haser is paying cash or applying for conventional or other nancing not involving FHA. .
5 Seller will pay reasonable and customary costs, but not more than actual costs, nor more than paid by a typical Seller
in the area, of obtaining financing and/or closing (excluding broker's commission) in an amount not to exceed > 5. S n nn
6. Upon sales closing, Seller agrees to pay to the broker identified below a commission (including
sellingbonus, if offered by seller) of ........................................................................................... ..............................> 6..$
7. The net amount due Seller is (Purchase price, Item 3, less Item 4 escrow, if any, less Items 5 and 6) ..............>
8. Purchaser is: F� owner - occupant (will occupy this property as primary residence) F investor -
._f_J nonprofit organization F� public housing agency L7' other government agency. Discount at closing: %
9. Time.is of the essence as to closing. The sale shall close not later than - 1{15 days from Seller's acceptance of contract. Closing
shall be held at the office of Seller's designated closing agent or
10. If Seller does not accept this offer, Seller F� may F� may not hold such offer as a back -up to accepted offer.
!J. Lead based paint addendum is is not attached; Other addendum is is not attached hereto and made part of this contract.
Should Purchaser refuse or otherwise fail fa perform in accordance witFi this: contract, mclndiiig tl2e tune:Iiiiiitation�:. Seller may, at
Selleessote aptiou, retain aU or a portion:of the depositasliquidated damages:. Tlie Seiler reserves therrght to a pply the eairnestmotiey,
oran rtion thereof, tci anysurnsivhich.tiiay beowed by the PuFChaser it o' tlieSe3terf6ri Brit:: "a?urcfraser {s)_tnitiats.:
yPo ....... .:..:.. ;::....:... :.:.;. <::.;ts
...
13. This contract is subject to the Conditions of Sale on the reverse hereof, which are incorporated herein and made part of this contract.
Certification of Purchas> ri _ Tlze_undersi ed:certif that is "affixing hisfheiftts'sgnsture io _this. contra
ct:IieJst�elit. izndersta>xdsi;
p -
. (I).;all the: contents.iheieof (u►cindrug the Conditions of Sale). and is in agreeiieut::;therewzth With p><otest, (Z1 #telst is responsible far
. .. . .
satisfying itself„as td th full condiflan of the: Pel[ y; and that Seiler,wil2 nvC perform repairs aftei acceptance' of thts contiacti - "
..
Purchaser(s): (type or print names & sign) Purchaser(s) Address:
Michael J. Mc( ey, Executive Director City "of Brooklyn Center
Economic ment Authority in d for 6301 Shingle Creek Parkway
i Bro .Center, MN 55430
Purchaser(s) Social umbe N) Employer r ntitication Numbe (EIN Phone No:
. yphen� Dad Purchasar(s)Sig
Jg
Contract:
I
l - v
Seller Secreta Housing and U Dev fop ant B n � � t e, & ' n) Date Contract Accepted by HU
/ t ,/I .
vav�.oJ i a clirk Certification of Broker: undersigned certifies that: (1) neither he/sh or anyone authorized to act for him/her h to sell the
property described herein to to make it available for inspection or consideration by a prospective purchaser because of his/her race, color,
religion, sex, familial status, national origin, or disability; (2) he/she has both provided and explained to the purchaser the notice regarding use
of Seller's closing agent; (3) he/she has explained fully to the purchaser the entire terms of the contract; including Condition B on the reverse hereof;
and (4) he/she is in compliance with Seller's earnest money policy asset forth on HUD forms SAMS -1111, Payee Name and Address, and SAMS-
1111 -A, Selling Broker Certification, which he/she has executed and filed with Seller.
Broker's Business Name & Address: (for IRS reporting) (include Zip Code) Broker's EIN or SSN: (include hyphens) SAMS NAID:
sgrlature of Broker. Broker's Phone No:
IX
'Type or print the name and phone number of sales person:
This section for HUD use only. Broker notified of: Authorvirlg Signature &Date:
7Acceptance FjBack -Up No.
n Rejection n Return Earnest Money Deposit ix
Previous editions are obsolete Copy 1: To HUD local office; upon approval, HUD will return ref. Handbook 4310.5 form HUD -9548 (9196)
signed Copy t to Broker for delivery to Purchaser
Conditions of Sale
A. All assessments, including improvement assessments which are F. If this property is being offered with FHA insured mortgage financing
available for payment without interest or penalty for advance pay- available. Seller's acceptance of this contract constitutes a commit-
' ment, taxes, rent, and ground rent, if any, be prorated as of the - ment to insure, conditioned upon Purchased being determined by
closing date. Seller or Direct Endorsement Underwriter to be an acceptable bor-
Seller makes no representations or warranties concerning the ' con - rower and further conditioned upon Seller's authority to insure the
.
dition of the property, including but not limited to mechanical
mortgage at the time the sale is closed.
systems, dry basement, foundation, structural, or compliance with G. Purchaser understands that Seller's listing price is Seller's estimate
code, zoning or building requirements and will maketno repairs to .of,current fair - Market value.
the property after execution of. this contract... Purchaser under_ H. No member of or Delegate to Congress or Resident Commissioner
stands that regardless of whether the property is being f ina9ce.d,with shall be admitted to any share or part of this contract or to any benefit
an:. FHA- insured mortgage,, Seller does. not guarantee; or. warr -34 -that may arise therefrom, but this provision shall not be construed to
:`.that the property- -is free of..visibleior hidden - structural. defects, extend to this contracr if made with a for its general
termite damage, lead -based paint; , any other condition that may benefit.
r ender. the '= prope�rtyt•uninhaliifable "dr cttierivise rinusalile' P -' I Purchaser and,Seller,agree-that this _contract • shaIL6e'.binding. upon
has
cer acknowledges responsibility for .taking such action,as it their respective heirs. executors, administrators, successors or as-
beTseves necessary•tosafisfyits4ll ' ths; tlie' "property is in "a condition signs but is assignable only by written consent of lire Seller.
acceptable to it, of laws, regulations and or a ffecting the _
property, and agrees to accept the property in the condition existing J. If this property was coiistrncted prior to 1978 Seller has inspected for
:. on the date of this 'con tract, - is.important.for Purchaser to hafe•a;
defective paint surfaces (defined as cracking, scaling, chipping.
~. - "- ^- - '-- ^� -- - °- - ° - - ° °-- - - - -- peeling or loose paint on all interior and exterior surfaces).- Sellers
home inspection performed'on the property in order.to identify any
possible defects. If FHA insured financing is used, up to $200 of the inspection found no defective paint surfaces, or if defective paint
- - surfaces were found, Seller has treated or will treat such defective
cost to perform the inspection may be financed •info the mortgage.
Names of home: inspection: companies can be found in the yellow surfaces in a manner prescribed by Seller prior to closing. Purchaser
page of our telephone directory under the headin "Home Ins ec understands and agrees that the Seller's inspection and/or treat -
s y_ P. - one ry.. g.- ..... .. p.... ,: -.. - •:
lion Services -•;.: ;> r,.:. meat is not ed intend to, nor does it 'guarantee or warrant that all
,.
lead- based' paint and all `_potential :lead- based paint hazards have
C. If financing is involved in this transaction (Item 4), Purchaser agrees ` e'. . ,
been eliminated from this property. .Purchaser acknowledges that.
that should he /she /it fail to provide documentation indicating that he /she /it has received a copy of -a pamphlet which discusses lead-
, proper loan application was made in good faith within 10 calendar based paint hazards and has signed, on or before the date' of this
days of the date this contract was accepted by Seller. and /or contract, the Lead -Based Paint Addendum to Sales Contact - Prop -
thereafter otherwise to put forth good faith efforts to obtain necessary erty Built Before 1978. Purchaser understands that the Lead -Based
financing, Seller shall have the option of rescinding this contract and Paint Addendum must be signed. by all Purchasers and forwarded to
retaining all or a portion of Purchaser's earnest money deposit. Seller with this contract. Contracts which are not in conformance
D. Seller may rescind this contract and return all or a portion of with these requirements will not be accepted by Seller.
Purchaser's earnest money deposit under the following conditions: K. The effective date of this contract is the date it is accepted (signed)
I. Seller has not acquired the property. by the Seller.
2. Seller is unable or unwilling to remove valid objections to the title
riot to closing. L. If the amount stated in Item 5 exceeds actual and. typical financing and/
P
3. Seller determines that purchaser is not an acceptable borrower. or closing costs, such excess shall not be paid by Seller and may not
be used by Purchaser to reduce amount(s) due Seller. -
Tender of the deposit shall release the Seller from any and all claims
arising from this transaction. M.Seller's policies and requirements with regard to earnest money
.
E. Purchaser may not perform repairs nor take possession of the property (including forfeiture thereof), extensions of time in which to close
until sale is closed. Risk of loss or damage is assumed by Seller until sale the sale, back -up offers, and allowable financing and /or closing costs
are detailed in instructions issued to selling brokers.
is closed. unless Purchaser takes possession of the property prior thereto,
in which case State law shall apply. (l) If sale involves FHA insured N. Seller makes no representations or guarantees that the property will.
Financing and after damage the property no longer meets the intent of in the future, be eligible for FHA insured mortgage financing.
Minimum Property Standards (NIPS), Seller may, at its option, perform regardless of its condition or-the repairs which may be made.
repairs or cancel the contract and return Purchaser's full earnest money : WA$MING:'Section.10I0 of.'Title 18, USC., "Department of
deposit. If, after damage, the .property still meets the intent of MPS, Housing and Thbari`Development and Federal Housing Adminis=
Purchaser has the option of accepting the property as -is, with a purchase tration transactions, providesx Whoever,' for, the purpose of
price adjustinenf at SeUer'S sole discretion, or cancelling the contract and influendng irr'any way.ihe action'of'such Department .- makes,
receiving refund of full earnest money deposit. (2) If sale does not involve passes, utters,. or publishes, any statement, knowing: the same to be
FHA insured financing, Seller will not repair damage but may, at Seller's falser --: shail.be fined not more than. $5,000 or imprisoned for more
sole discretion, reduce the sale price. Purchaser has option to cancel the than two years, or both:' _
contract and receive refund of full earnest money deposit. Tender of the P. This contract contains the final and entire agreement between Pur-
earnest money shall release Seller from any claims arising from this chaser and Seller and they shall not be bound by any terms, condi-
transaction. tions, statements, or representations, oral or written, not contained in
this contract.
ref. Handbook 4310.5 form HUD -9548 (9/96)
Commissioner introduced the following resolution and
moved its adoption:
EDA RESOLUTION NO.
RESOLUTION APPROVING THE ACQUISITION OF REAL PROPERTY LOCATED
AT 6918 JUNE AVENUE NORTH, AND APPROVING SALES CONTRACT BETWEEN
THE ECONOMIC DEVELOPMENT AUTHORITY AND THE DEPARTMENT OF
HOUSING AND URBAN DEVELOPMENT
WHEREAS, the Economic Development Authority in and for the City of Brooklyn
Center (EDA) is authorized, pursuant to Minnesota Statutes, Section 469.012, Subdivision 1 clause
(7), within its area of operation, and without the adoption of an urban renewal plan, to acquire real
property and to demolish or remove the buildings and improvements thereon; and
WHEREAS, the Department of Housing and Urban Development (HUD) has
presented the EDA with a sales contract for the purchase of the property at 6918 June Avenue North
and legally described as: Lot 11, Block 1 Lanes Brooklyn Center Addition; and
WHEREAS, the building located on the property is substandard and obsolescent
within the meaning of Minnesota Statutes, Section 469.012; and
WHEREAS, the sale price of the property established by HUD is $55,800; and
WHEREAS, the EDA Board of Commissioners has determined that it is in the best
interests of the EDA and the public to acquire certain real estate located at 6918 June Avenue North.
NOW, THEREFORE, BE IT RESOLVED b the Economic Development i
y opment A� thorny
in and for the City of Brooklyn Center, Minnesota as follows:
1. The EDA hereby finds and determines that the property is substandard and
obsolete within the meaning of Minnesota Statutes, Section 469.012,
2. The EDA accepts the terms of the sales contract for the property at 6918 June
Avenue North prepared by the Department of Housing and Urban Development.
3. The Brooklyn Center Economic Development Authority hereby authorizes the
acquisition of 6918 June Avenue North for the purchase price of $55,800 and
additional closing costs as required by the HUD sales contract, which amount is
to be paid to HUD on the day of closing for the property as per the terms and
conditions of the sales contract.
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.
EDA Agenda Item No. 4d
i
EDA Agenda Item No. 4e
•
City of Brooklyn Center
Office of the City Manager
A great place to start. A great place to stay.
•
Michael J. ivlcCaulev
Cial iVflnaae.r V
1VIEMORANDUM
TO: Mayor Kragness, Councilmemb rs Hilstr 1, Lasm, , Nelson, and Peppe
FROM: Michael J. McCauley, Cit
DATE: January 7, 1999
SUBJECT: Separation Agreement with D'Amico and Proposed Contract with Flik International
Corporation
The agreement with D'Amico & Partners Hospitality Consultants, Inc., expired at the end of March 1998.
Negotiations and discussions went on for several months trving to determine if an extension or renewal of
the contract would be in both parties' interest. D'Amico continued to provide food service for the Heritage
® Center after the expiration of the term. We were able to arrive at a reasonable proposal governing
compensation for the provision of services beginning on April 1, 1998. As we continued discussions, it was
determined to be advantageous for D'Amico & Partners Hospitality Consultants. Inc., to discontinue its
relationship with the Earle Brown Heritage Center so as to focus more directly on their core restaurant
business. Given this direction and the discussions regarding potential services, D'Amico & Partners
Hospitality Consultants, Inc., agreed to provide services through the end of February 1999 upon the basis
of compensation that had been mutually negotiated and are set forth in the proposed agreement for food
service management that would cover the period from April 1, 1998, through February 28, 1999, and
proposed separation agreement. This willingness of D'Amico & Partners Hospitality Consultants, Inc., to
enter into the separation agreement and to agree upon the financial terms for the provision of services
through February 1999 is an accommodation that provides valuable service to the Heritage Center as a new
food service is brought in.
The proposed agreement with Flik International Corporation is an exciting opportunity to go forward with
the development of the Heritage Center's core conference and meeting business. Flik International
Corporation is a subsidiary of Compass. The Flik International subsidiary of Compass has as its main
business the provision of quality food service in meeting and corporate centers. That is, Flik International's
main business is providing the type of service for which we are contracting at the Heritage Center. Flik
International is not engaged in the restaurant business in that subsidiary. Some of the clients served by Flik
International include major corporations such as IBM and Sony. Ms. Bergeland has checked with their
corporate references and found them to be most satisfactory.
•
6301 Shingle Creek Pkwy, Brooklyn Center, JOIN 55430 -2199 • City Hall & TDD Number (612) 569 -3300
Recreation and Community Center Phone & TDD Number (612) 569 -3400 • FAX (612) 569 -3494
An Affirmative Action /Equal Opportunities Employer
Memo to City Council -?- January 7 1999
The mana-ement fee proposal contained in the proposed agreement with Flik International provides a base
fee $5,000 lower than the D'Amico & Partners' base fee and sets a higher minimum that must be reached
before incentive payments are made than proposed by D'Amico & Partners. During the course of
negotiations with D'Amico & Partners, the Heritage Center was approached by three firms seeking to be
considered for food service contracting at the Heritage Center. The proposal made by Flik International
(Compass group) was the most financially advantageous of the proposals that were made.
•B O�VN
AN HISTORIC �.
MEMORANDUM CONFERENCE AND EVENT CENTER
TO: Michael McCauley
FROM: Nu dith Bergeland
RE: Catering Contracts
DATE: January 7, 1999
The catering discussions of the past few weeks have created the documents which are attached. As you
are aware there has been difficulty reaching agreement on the financial aspects of the D'Amico contract.
During this time of discussion there were a variety of problems with catering service which prompted me
to research other food service providers. Recently Compass Group, an international food service
management company , approached me with a more financially lucrative plan to manage the Heritage
Center catering operation.
The result of these discussions has been:
an 11 -month contract (April 1, 1998 through February 28, 1999) with D'Amico which will
cover the period since the expiration of the original contract,
a separation agreement with D'Amico to terminate their management relationship,
an agreement with Flik International, the fine dining division of Compass Group, to provide
management of the Heritage Center food and beverage operation for a period of five years
beginning March 1, 1999.
The documents listed have been signed by each of the respective companies and await the signature of
the mayor. I am pleased to recommend the contract with Flik International. Please let me know if
further information is desired.
JB
6155 Earle Brown Drive, Brooklyn. Center, MN 55430
(612) 569 -6300 - FAX: (612) 569 -6320 - www.earlebrown.com
Commissioner introduced the following resolution and
® moved its adoption:
EDA RESOLUTION NO.
RESOLUTION APPROVING AGREEMENT FOR FOOD SERVICE MANAGEMENT
AND SEPARATION AGREEMENT
WHEREAS, D'Amico + Partners Hospitality Consultants, Inc. (D'Amico's) have
provided food service management at the Earle Brown Heritage Center; and
WHEREAS, the current agreement expired on March 31, 1998 and negotiations have
taken lace since that date; and
P ,
WHEREAS, the Economic Development Authority in and for the City of Brooklyn
Center (EDA) and D'Amico's were unable to reach an agreement for a new contract; and
WHEREAS, the Economic Development Authority has accepted new proposals for
Food Service Management; and
WHEREAS, the EDA has determined the execution of a Separation Agreement with
D'Amico's is in the best interst of the EDA and of the public.
NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority
in and for the City of Brooklyn Center, Minnesota that:
1. The Food Service Management agreement between the EDA and D'Amico's
is hereby extended from April 1, 1998 through February 28, 1999 and the
President is authorized and directed to execute the Agreement for Food
Service Management on behalf of the EDA.
2. The President is authorized and directed to execute the Separation Agreement
effective February 28, 1999 on behalf of the EDA.
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 v
p � y favor thereof:
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.
•
Commissioner introduced the following resolution and
moved its adoption:
EDA RESOLUTION NO.
RESOLUTION APPROVING A FOOD SERVICE MANAGEMENT AGREEMENT FOR
THE EARLE BROWN HERITAGE CENTER
WHEREAS, Flik International Corporation has submitted a proposed agreement for
food service management at the Earle Brown Heritage Center ( "Agreement "); and
WHEREAS, the Economic Development Authority ( "EDA ") has determined the
execution of the Agreement is in the best interest of the EDA and of the public; and
NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority
in and for the City of Brooklyn Center that:
1. The Agreement is hereby approved in substantially the form on file with the
EDA on the date hereof.
2. The President is authorized and directed to execute the Agreement for and on
behalf of the EDA.
3. The Secretary is directed to notify the current caterers that the contract
between the Economic Development Authority and D'Amico + Partners
Hospitality Consultants, Inc. will not be renewed, and that it expires and is
terminated on February 28, 1999, and to take such steps as are necessary to
assure an efficient and orderly transition to management of food service by
Flick International Corporation.
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.
SEPARATION AGREEMENT
40
This Agreement is made this day of 199_, by and between the
Economic Development Authority in and for the City of Brooklyn Center, a political subdivision
of the State of Minnesota ( "Owner") and D'Amico + Partners Hospitality Consultants, Inc., a
Minnesota corporation ( "Manager ").
1. BACKGROUND
1.1. The parties to this Agreement have previously entered into an agreement entitled
AGREEMENT FOR FOOD SERVICE MANAGEMENT dated April 3, 1993, as
amended by Addendum dated February 27, 1995 (which contract, as amended, is referred
to as the "1993 Agreement ") pursuant to which Manager has agreed to provide catering
management services at the Earle Brown Heritage Center.
1.2. The 1993 Agreement expired on April 1, 1998.
1.3. Notwithstanding the expiration of the 1993 Agreement, the parties have continued the
relationship described in the 1993 Agreement pending negotiations of a new agreement.
1.4. The parties have been negotiating the terms of an agreement to govern the relationship of
the parties after April 1, 1998, the most recent, unexecuted, draft of which is attached as
Attachment One (the "Proposed Agreement ").
1.5. The arties have agreed to conclude their relationship effective Febru 28 1999.
P .. P �'Y
Il. SEPARATION TERMS GENERALLY.
2.1. The relationship and obligations of the parties for the period from April 1, 1998, through
February 28, 1999, will be as set forth in the Proposed Agreement except as modified in
this Separation Agreement.
i
CLL- 155127 1
BR305 -2
III. TERM.
3.1. The term of this Agreement shall be from April 1, 1998, through midnight on the evening
of February 28, 1999, unless earlier terminated by the parties in accordance with the
terms of the Proposed Agreement or the mutual consent of the parties.
IV. COMPENSATION.
4.1. Management fees for the period from April 1, 1998, through December 31, 1998, shall be
determined and paid in accordance with the Proposed Agreement.
4.2. Management fees for the period from January 1, 1999, through February 28, 1999, shall
be comprised of a Base Fee and an Incentive Fee, The Base Fee shall be in the amount of
$8,750 per month paid in accordance with the Proposed Agreement.
The Incentive Fee, which shall be determined and paid in accordance with the terms of
the Proposed Agreement, will be paid in the amount of 11 Flo of Gross Sales exceeding
Two Hundred Twenty Thousand Eight Hundred Thirty -three Dollars ($220,833); but the
Incentive Fee shall not exceed Seventeen Thousand Five Hundred Dollars ($17,500).
V. TRANSITION.
5.1. Management will cooperate and provide reasonable assistance on request to the successor
in Manager's position to assist in an orderly transition of business to a new catering
manager.
D'A1VIICO + PARTNERS HOSPITALITY
CONSULTANTS, INC.
c
By '
CLL- 155127 2
BR305 -2
I
ECONOMIC DEVELOPMENT AUTHORITY IN
AND FOR THE CITY OF BROOKLYN CENTER
By
President
By
Secretary
CLL- 155127 3
BR305 -2
AGREETNIENT FOR FOOD SERVICE MANAGEiVIENT
AGREEMENT dated April 1, 1998, 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 D'Amico + Partners Hospitality Consultants, Inc., a Minnesota corporation, with its
principal office located at 211 North First Street, . " g
Minneapolis, Minnesota 55401 ("Manager").
P ( )
WITNESSETH
WHEREAS, Owner is the owner of a convention center and exhibit hall and bed and
breakfast 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. ENGAGEMENT OF MANAGER: Subject to the terms of this Agreement, Owner
hereby engages Manager 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.
3. EOUIPMENT: 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
CLL139668
3P.3 05-2
1
e
ivlana includin but not limited to, china, glassware, flatware, trays, utensils and other
smallwares, and office furniture and equipment. 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. Notwithstanding the foregoin{_, the Manager
agrees to provide to the Owner from Manager's inventory sufficient smallwares for the Manager to
operate the Catering Facility until such time as the Owner can purchase smallwares from revenues
of the Caterin,T Facility. If for any reason, Managger's inventory of smallwares is not sufficient for
any specific event, the Manager, with the prior approval of the 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 expenditures for furniture, fixtures and other
equipment for the Catering Facility shall be individually approved by 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. OWNER REPRESENTATIVE: Owner agrees to appoint one employee of Owner
to whom Manager will be responsible regarding Manager's obligations under this agreement. The
appointed Owner representative is named in Exhibit B attached hereto.
5. MANAGER REPRESENTATIVE,: Manager agrees to appoint one of its
employees as its immediate representative for the Catering Facility premises. Said representative
shall have any and all necessary authority to enter the Catering Facility premises as of the date
hereof for the purpose, without limitation, of viewing the proposed Catering Facility premises and
operations in an effort to effect a smooth and timely start-up of Catering Facility operations. The
appointed Manager representative is named in Exhibit B attached hereto.
6. 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.
7. 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.
8. 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.
9. DUTIES OF MANAGER: For Owner's account and at Owner's sole expense,
CLL139688
BR305 -2
2
payable as a Cost of Business, 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 followinu:
(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 employs 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 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
on -site supervisor, operations manager, head chef, banquet manager and sales manager for
the Catering Facility 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 the following personnel are not included as a Cost of Business and are
not reimbursable under this section, but are costs to be borne exclusively by the Manager:
Larry D'Amico, Richard D'Amico, Paul Smith and Steven Davidson, and (ii) no salaries of
any accounting personnel will constitute a Cost of Business;
(c) Prepare and serve food consistent with the variety, type and quality found in
first -class Twin Cities catering facilities;
(d) Procure all necessary food and beverages to be sold in the Catering Facihty.
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 a bill stating the quantity, type and cost of food
sold to owner from the commissary;
(e) Procure all necessary supplies including, but not limited to, linens, laundry,
uniforms, office supplies and miscellaneous items required;
(f) Collect for food and beverages at the concession stand and cash bars,
provide a price breakdown of revenue categories for each entity and promptly remit the
same to Owner which will make payment as appropriate to taxing authorities;
(g) Provide necessary accounting services to fulfill Manager's obligations under
this Agreement;
(h) Provide necessary administration and supervisory services for the Catering
CLL139688
88305 -2
3
Facility;
(i) Secure and maintain in force insurance coverage insurin both Owner and
Manager (naming Owner as additional insured) during the term of the 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
C, is a Schedule of Insurance for the Catering Facility that has been independently reviewed
by Owner and Manager and hereby approved by both parties. The representatives of both
Owner and Manager shall be entitled to communicate directly with the insurance agent, or
agents, at all times hereafter regarding any matters pertaining to the insurance policies and
coverage itemized in Exhibit C 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, reduction in
coverage or major modification may be made without thirty day's prior written notice sent to
the certificate holder;
0) Comply with all applicable federal, state and local laws, regulations and
ordinances relating 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 that will attract
patrons to the Catering Facility. All major promotions or programs shall be subject to the
approval of Owner; and
(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.
10. 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 17 hereunder. Manager agrees to develop and implement emergency first
aid procedures for all employees. y
11. 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 Catering Facility
and due to the negligence of the Manager.
CLL139688
ER305 -2
4
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 insofar as the same may be covered by fire or extended coverage or other insurance.
12. MAINTENANCE OF RECORDS: Manager shall maintain at Manager's premises
employee time cards and records relating to employee payroll, and such records shall be available
for review by Owner during any working hours upon provision of reasonable notice by Owner.
Such records shall be retained by Manager, at a storage location provided by Owner, 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
Facility's books and records audited by an independent public accountant selected by Owner.
13. COST OF BUSINESS: "Cost of Business" is hereby defined as the sum of the
followina _ items. All elements of the Cost of Business s ess shall be aid or reimbursed b Owner in
P Y
accordance with Paragra h 1
P 7.
(a) The wages or salaries (including vacation and holiday pay), payroll taxes,
employee benefits and other employee related expenses of all personnel employed by
Manager in the operation of the Catering Facility pursuant to this Agreement. Manager
shall provide Owner at all times with a current wage and salary schedule for all of
Manager's 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 payments nu a
bonus a ents in addition to wages or salaries. The schedule in
effect as of the date of this agreement is attached as Exhibit D. No salaries or wages shall
exceed the amounts shown on Exhibit D and no bonuses shall be paid without the prior
approval of Owner;
(b) The cost of food, food products, liquor, wine, beer and other beverages,
confections and other merchandise sold in the 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,
n'
uniforms. paper products, small equipment replacement, silverware, glassware, china and
utensils:
(d) The cost of all utilities used in the Catering Facility premises, including
CLL'_39688
BR305 -2
5
without limitation, all light, power, heat, air conditioning, hot and cold water, telephone
service and garbage, trash disposal service, pest extermination service and HVAC
maintenance. The cost of such utilities shall be paid by the Owner;
(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) Legal fees regarding employment matters but only if directly related to the
operation of the Heritage Center. Legal fees for employment matters involving employees
who work for Manager at the Heritage Center and at other locations for the Manager shall
be covered pro rata on the basis of the percentage of the employee's average work week
spent at the Heritage Center. There shall be no liability for legal fees regarding matters
pertaining to any of the four partners of Manager;
(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 time to time exceed 4% of
Gross Sales without the express written approval of the Owner;
0) 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) The Management Fee payable to the Manager under Paragraph 15 hereof;
14. GROSS SALES: "Gross 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. Gross Sales shall not include applicable sales, excise or similar taxes or
gratuities paid to the Catering Facility's employees or rental fees payable directly to Owner.
15. MANAGEMENT FEE: As compensation for services to be rendered hereunder by
Manager. Owner agrees to pay Manager a Management Fee comprised of a Base Fee and an
Incentive Fee as follows:
(a) As a Base Fee, Owner shall pay Manager by the fifth business day of each month
from April 1998 through December 2000 a monthly fee of Eight Thousand Seven
Hundred Fifty Dollars ($8750). Payments due prior to the date of execution of this
Agreement (less any amounts paid as the Five Thousand Dollars per Accounting
CLL139688
BR305 -2
6
Period under the prior agreement between the parties for the period commencing
April 1, 1998) shall be paid without interest within twenty -one (21) days of the
execution by both parties of this Agreement. In the event of a partial month due to
termination of this Agreement prior to December 31, 2000, the Base Fee shall be
pro rated by the number of days in the month of termination.
(b) As an Incentive Fee, Owner shall pay Manager eleven percent (11 %) of Gross Sales
(computed on an accrual basis of accounting), subject to the following:
1) For the calendar year 1998, the Incentive Fee shell be earned only on Gross
Sales exceeding Nine Hundred Seventy Five Thousand Dollars ($975,000)
during the period from April 1, 1998 through December 31, 1998 and shall
not exceed Seventy Eight Thousand Seven Hundred Fifty Dollars ($78,750).
2) For the calendar year 1999, the Incentive Fee shall be earned only on Gross
Sales exceeding One Million Three Hundred Twenty -Five Thousand Dollars
($1,325,000) during the calendar year, and shall not exceed One Hundred
Five Thousand Dollars ($105,000).
3) For the calendar year 2000. the Incentive Fee shall be earned only on Gross
Sales exceeding One Million Three Hundred Fifty Thousand Dollars
($1;350,000) during the calendar year, and shall not exceed One Hundred
Five Thousand Dollars ($105,000).
4) Incentive Fees shall be paid by the twenty first day of the month after the
month in which they are earned.
(c) Examples of management fees calculated for various amounts of Gross Sales are
shown in attached Exhibit E.
16. Deleted.
17. SETTLEMENT OF ACCOUNTS: INVENTORY AND ACCOUNTING
MATTERS: Elements of Cost of Business listed in Paragraph 13 will be paid or reimbursed in
accordance with the Accounting Procedures attached as Exhibit F and Paragraph 15. Manager will
inventory food, beverages and supplies and operate cash bars and concessions in accordance with
Exhibit F.
18. 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.
19. TERM AND TERMINATION: (a) The term of this Agreement shall be from April
1, 1998 to December 31, 2000. However, this Agreement may be terminated at any time by either
CLL139688
EP305 -2
7
party if the other party shall fail to keep, observe or perform any material covenant, agreement, term
or 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) day's written notice delivered to Manager.
(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 22.
(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 day's notice to Manager.
20. ATTORNEYS' FEES: In the event of a controversy between the parties pursuant to
this Agreement requiring the institution of legal proceedings by one parry against the other, each
party in such proceedings shall be responsible for payment of its own attorneys' fees for services
rendered in connection with the controversy and proceedings. 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 the Owner and the Manager) shall be paid for
by the Owner and shall be included in the Cost of Business as defined in Paragraph 13 hereof.
21. ASSIGNMENT: This Agreement shall not be assignable by either parry without the
prior written consent of the other party. It shall be deemed to be an assignment of this contract in
violation of this provision if Richard P. D'Amico and Larry D'Amico shall cease to own at least
51 % of the stock of the Manager, or shall cease to be actively involved in the operation and
management of the Manager.
22. 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:
IF TO OWNER Economic Development Authority of the City of Brooklyn
Center
6301 Shingle Creek Parkway
Brooklyn Center, Minnesota 55430
Attention: Brad Hoffman
CLL139o'8S
BR305 -2
s
and
Economic Development Authority of the City of Brooklyn
Center
6155 Earle Brown Drive
Brooklyn Center, Minnesota 55430
Attention: Judith Bergeland
IF TO MANAGER D'Amico + Partners Hospitality
Consultants. Inc.
211 North First Street
Minneapolis, MN 55401
Attention: Richard D'Amico
WITH COPY TO: Winthrop and Weinstein
60 South Sixth Street
Minneapolis, MN 55402
23. GOVERNING LAW: This Agreement shall be governed by the laws of the State of
Minnesota.
24. 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.
25. 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.
26. RESTRICTION ON ADVERTISING. The Owner shall not use paid advertising for
the Catering Facility that uses the name of the Manager or any of its related agencies without the
prior consent of the Caterer.
i
CLL139688
BP305 -2
9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
i
D'AMICO + PARTNERS HOSPITALITY
CONSULTANTS, INC.
Richard P. D'Amico
President
ECONOMIC DEVELOPMENT AUTHORITY IN
AND FOR THE CITY OF BROOKLYN CENTER
President
Secretary
PRINCIPALS OF MANAGER
10
CLL139688
BR305 -2
T
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EXHIBIT B
Owner names Judith Bergeland as its representative to whom Manager will be responsible
b p � p ble
regarding Manager's obligations under this Agreement.
Mana names Steven Davidson as its representative to whom Owner will be responsible
regarding Owner's obligations under this Agreement.
B -1
EXHIBIT C
Schedule of Insurance
Peril Primary Umbrella Total Coverage
Contents $(Owner provide) NA $(Owner provide)
Business Interruption Protecting $500,000 NA $500,000
Against Business Interruption at the
EBHC
Commercial General Liability $1,000,000 $2,000,000 $3,000,000
Including Contractural Liability
Personal Injury $1,000,000 $2,000,000 $3,000,000
Liquor Liability $1,000,000 $2,000,000 $3,000,000
Workers Compensation with limits of:
Coverage A -- Statutory
Coverage B -- $500,000 each person by disease
$500,000 policy limit by disease
$500,000 bodily injury by accident
Automobile Liability covering non -owned automobiles limit: $1,000,000
(This coverage would be applicable should Manager or any employee of Manager
be using an automobile in the business and at the direction of Manager and be
involved in an automobile accident.)
C -1
0 EXHIBIT D
Position Compensation range Commission % Bonus eligibility. Bonus Potential
Director of Catering $32,500 to $47,000 0.625% yes $ 1,000
Catering Sales Manager $22,000 to $29,000 0.357%
Executive Chef $40,000 to $60,000 0.375% yes $ 2,000
Sous Chef $29,000 to $36,000 0.125% yes $ 1,000
Pastry Chef $31,500 to $40,000 0.25% yes $ 1,000
First Cook $11.50 to $15.00
Second Cook $9.00 to $12.50 N/A
Head Steward $11.00 to $16.00 N/A
Steward $7.50 to $9.50 N/A
Operations
p - Manager - -__ . ...$11.25 to $15.00 0.625% - Yes $ _500
Banquet Manager _$6.50 to $12.00 plus share of SC
Captain $6.00 - to $$10.00 plus share of SC
Waiter Min. Wage to +$2/hr plus share of SC
Bartender
_ $6.00 to $9.00 plus SC on Hosted bars (SC = Service Charge)
Primary job duties
* Director of Catering In charge of food and beverage sales and coordination. Working manager
Catering Sales Manager Coordinates details with clients, disseminates information to the organization
Executive Chef Oversees culinary and stewarding departments (* Denotes Department Head)
Sous Chef Assistant to the chef
astry hef In charge of pastry department production; working manager
First Cook Production of food, more experience and knowledge than second cook
Second Cook Production_ of raw food to specified menus
Head teward Oversees stewarding function; working manager
Steward Cleans equipment and facilities, stores equipment, also basic kitchen work
Operations Manager Oversees service function including waitstaff, bartenders, equipment. Working manager
-- -
Banquet Manager Works directly with clients and staff at functions, schedules staff
Captain Function supervisors and core waitstaff
Waiter Serves food and beverages to guests at variety of functions
Bartender Dispenses alcoholic and non - alcoholic beverages
10/19/98
EXHIBIT D
CATEGORY FOOD DISCOUNT HEALTH INS. DENTAL INS. DEFERED COMP LT DISABILITY
Senior Management 50% food only, all locations 100% family pd. by employee yes yes
Bill Harrison
Pete Anderson
Bruce Lisowski
Asst Mgrs /Sous Chefs /Salary 50% food only, all locations 100% single pd. by employee no no
Scott Hanson
Chuck Kosek
Rhonda Jenson
Lisa Mahigan
Captains 50% food only, all locations 50% single pd. by employee no no
- Carolyn Keeler -
Stephen Hoekstra
Rita Crittenden
Hourly_ none 50% single pd. - by employee no no
(35 hrs /week for Ins.)
VACATION BENEFITS:
Salaried staff 5 days _after 6 months, 10 da s after 1 year, 12 days after 3 years, 15 days after 5 years.
Houriv staff (30hrs /w 5 days after 1 year, 8 days after 2 years, 10 days after 3 years, 15 days after 5 years.
2 10/19/98
9 0 0
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EXHIBIT �~ MANAGEMENT FEE PROPOSAL
4/1/98'12/31/98 TOTAL FEES 1/1/99'12131/99 TOTAL FEES 1M00'12/3108 TOTAL FEES
CATERING SALES M8/WT.FEES %OFSALES CATERING SALES MG/N7FEES %OFSALES CATERING SALES MG/NT.FEE3 %OFSALES
BASE FEE 78.750.00 BASE FEE 105.000.00 BASE FEE 105.000.00
INCENTIVE FEE: INCENTIVE FEE: INCENTIVE FEE:
8'875.000 0.00% 0'1.325.808 0.00% 0'1.350.000 0.00%
OVER 975,000 11.00% OVER 1,325,000 11.00Y6 OVER 1,350,000 11.00Y4
--------------------------------- --------------------------------- ---------------------------------
937.50080 78.750.00 8.40% 1.250.000.00 105.000.00 8.40% 1.250.000.00 105.000.00 8.40%
875.000.00 78.750.00 8.08% 1.300.000.00 105.000.00 8.08% 1.300.008.08 105.000.00 8.08%
1.012.500.00 82.875.00 8.10% 1.350.000.00 107.750.80 7.08% 1.350.00080 105.000.00 7.78%
1.050.000.00 87.000.00 828% 1.408.000.00 113.250.00 8.09% 1.480.000.00 110.500.00 7.89%
1.887.500.00 81.125.00 0.38Y& 1.450.000.00 118.750.00 8.19% 1.450.000.00 118 880%
1.125.000.00 95.250.00 8.47% 1.500.000.00 124.250.00 8.28% 1.500.000.00 121.500.00 8.10%
1.182.500.00 99.375.00 8.55% 1.550.000.00 129.758.00 8.37% 1.550.000.00 127.000.00 8.19%
1.200.080.80 103.500.00 8.63% 1.000.000.00 135.250.08 8.45% 1.800.000.00 132.500.00 8.28%
1.237.500.00 107.625.00 8.70% 1.650.000.00 140.750.00 8.53% 1.650.000.00 138.000.00 8.30%
1.275.000.00 111.750.00 8.76% 1.700.000.00 146.250.00 0.80Y6 1.708.000.08 143.500.00 8.44%
1.312.500.00 115.875.00 8.83% 1.750.000.00 151.750.00 8.87% 1.750.080.00 149.00080 8.51% �
�
1.350.000.00 120.008.00 8.80% 1.808.000.00 157.250.00 8.74% 1.800.000.00 154.500.80 8.58%
1.387.500.00 124.125.00 8.95% 1.850.080.00 162.750.00 8.80% 1.850 160.000.00 0.65%
1,425.000.00 128.250.00 8.08% 1.900.000.00 168.250.00 8.86% 1.980.000.80 165.500.00 8.71%
1.402.500.00 132.375.00 8.05% 1.950.000.88 173.750.00 8.91% 1.950.000.00 171.000.00 8.77%
1.500.008.00 136.500.80 9.10% 2.000.000.00 179.250.00 8.08% 2/000.008.00 176.580.08 8.83%
1.537.500.00 148.625.00 9.15% 2.050.000.00 184.750.00 9.01% 2.050.000.00 182.000.00 8.08%
1.575.000.00 144.750.00 0.10% 2.108.000.08 100.250.00 9.06% 2.100.000.00 187.508.00 8.83%
1.612.508.00 148.875.00 9.23% 2.150.008.00 185.750.00 9.10% 2.150.000.00 183 8.98%
1.050.000.00 153 9.27% 2,200.800.00 201.250.00 015% 2.300.800.00 198.500.08 9.02%
1.687.500.00 157.125.00 9.31% 2.250.000.00 208.750.00 9.19% 2.250.000.00 204.000.00 8.07%
1.725.0OO.00&over 157.500.00 2.3OO.08O.00&over 218.000.00 2,300.000.08 209.500.00 911%
2.3O4,545,45&over 210.000.00
EXHIBIT F
I. ACCOUNTING FUNCTION GENERALLY:
The accounting cycle is monthly using a calendar year.
The accrual basis of accounting will be used.
Accounts receivable will be cleared monthly in the month accrued.
II. PAYROLL
Manager is solely responsible for payroll and related expenses including taxes,
withholdings, workers comp, insurance, deferred comp and W -2s.
Manager payroll will be disbursed bi- weekly (periods end Sunday with
disbursement date eight days thereafter).
The ADP "Statistical Summary Recap" will be faxed to the Owner the Friday
before a pay date.
The ADP "Payroll Summary" and "Labor Distribution" will be delivered to the
Owner within ten (10) working days of a pay date.
The Owner will wire the gross payroll amount into Manager's payroll account at
Riverside Bank on payday whereupon Owner shall have no further
liability or responsibility for the payroll so paid.
Manager will provide a year -end reconciliation of all payroll and benefit accounts
with amounts listed by employee.
All payroll date and related employer /employee records are subject to Owner
review or audit.
Payroll related items such as casual labor, employee testing, training, discounts or
promotions will be paid through the Owner's accounts payable process.
The Owner will be provided with the spreadsheet used to determine service
charges paid out to each employee. Service charge income information
will be provided from the Owner to Manager by the Tuesday morning
prior to a pay date. Detail regarding payout of the service charge will be
provided to the Owner within ten (10) working days of a pay date.
III. ACCOUNTS PAYABLE PROCESS:
Invoices for Cost of Business items will be paid by Owner. Invoices from Third
Parties:
Require appropriate Manager approval (signature) with packing slip (if
applicable) verifying receipt of item;
Original invoices will be coded using the Owner's chart of accounts.
Authorization to purchase for the catering department rests with the Head
Chef, the Operations Manager or the contract partner for Manager.
All purchases over $25 other than food product require a purchase order.
Coded invoices and purchase orders will be delivered to facility General
Manager by noon weekly.
D -1
Owner will retain original invoices which will be available for review by
Manager.
Accounts payable checks will be disbursed weekly.
Invoices from Manager; Inter Company Transactions
Commissary and Bakery Purchases will be invoiced to Owner weekly.
Medical/Dental/Lona- term Disability Insurance will be invoiced to Owner
monthly.
`Yorker's Compensation, Property, Liquor Liability, General Liability, and
other miscellaneous insurance will be charged based on estimated
payroll, property values, liquor sales, etc.
Owner will be responsible to expense /accrue the appropriate amount based
on actual transactions. Final cost of insurance determined by
performance of an audit of sales, payroll, etc. by insurance
company.
Other transactions will be invoiced at the end of Manager's period ends (every
four weeks.)
Transfers will be reimbursed on a weekly basis and paid based on a timely
summary of descriptions, quantities and costs for all transfers in or out
between Owner and any Manager property.
Internal billing for items such as insurance, licensing or other expenses paid from
a shared invoice will be paid by the Owner on the same basis established
by the outside vendor. A copy of the invoice and the method of allocation
needs to be provided to the Owner before reimbursement can be made.
Employee expenses and/or purchases require approval of either Head Chef,
Catering Operations Manager or Manager's contact partner. Detail of
such expenses including appropriate supporting documentation will be
submitted weekly (Thursday noon deadline) to the facility General
Manager.
IV. INVENTORY PROCEDURES:
Inventory of food, beverages and supplies will be done on a monthly basis using the
FIFO valuation method. Manager will provide a summary of each item noting
descri ption, quantity and cost summarized by category (food, beverage, supplies).
Manager will ensure proper cutoff for items or invoices received near month -end.
At least quarterly said inventory will be done by a Manager representative and an
Owner representative.
V. CASH BAR/CONCESSIONS OPERATION:
The deposit bar will be placed in the safe on the night of the event and transported to the
Bank by armored vehicle on the next business day for the Owner's bank account.
D -2
The associated revenue report will be given to the General Manager and faxed to
the Owner's Staff Accountant on the next business day.
A system which documents revenues and inventory usage by event will be instituted to
allow more accurate cost of g oods sold computations.
The change fund will be increased if necessary to prevent delaying of deposits, and shall
be available for audit at all times by the Owner.
Credit card purchase must be identified on the revenue report. All authorization
paperwork must also be included.
The current documentation regarding cash bars and concessions needs to be reexamined
to determine if adequate controls and documentation are being provided to both
client and Owner.
VI. REPORTING PROCESS
Manager will let the Owner know if any reports are desired and the timing of the receipt
of those reports.
D -3
Quality is our main ingredient!
December 11, 1998
Ms. Judith Bergeland
Economic Development Authority of
the City of Brooklyn Center
6155 Earle Brown Drive
Brooklyn Center, Minnesota 55430
As a duly authorized representative of Flik International Corp, a New York corporation
(" Flik'% I hereby make an offer on behalf of Flik to provide catering services to the Economic
Development Authority in and for the City of Brooklyn Center (" EDA'� at the Earle Brown
Heritage Center on the terms and conditions of the attached contract. Two copies of the
contract, executed on behalf of Flik, are attached. This offer may not be revoked by Flik until
4:30 o'clock p.m. Central Time, January 15, 1999, after which it may be revoked or withdrawn
by Flik at any time. Acceptance of this offer, which will form a binding contact, may be
communicated to Flik by delivering one of the attached copies of the agreement, duly executed
on behalf of the Economic Development Authority in and for the City of Brooklyn Center to:
• Michael Gaebel
Compass Group USA, Inc.
5640 Newgate Circle North
Stillwater, MN 55082
Acceptance of this offer at any time before 4:30 o'clock p.m. Central Time January 15,
1999, will form a binding contract. Acceptance of this offer at any time after such time will
form a binding contract if the offer has not been previously withdrawn. This offer is being
made irrevocable as above stated as an inducement to the EDA to consider the agreement.
cerely,
(I j T 3 �k— ,
ROcliger J. Flik
Chairman and CEO
RJF:alp
Enclosures
C: Kristin E. Briotte, Esq.
Charles LeFevere Es q.
q
Rik international Corp � 3 International Drive
Foodservice Management Gc0MPASS Rye Brook, NY 10573
(914) 935 -5300 A D,vision of Compass Group Fax (914) 935 -5551
I
AGREEMENT FOR FOOD SERVICE MANAGEMENT
s
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. ENGAGEMENT 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.
CLL- 149524 1
BR305 -2
3. EOUIPMENT: 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. 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 the prior approval of the
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 expenditures for furniture, fixtures and other
equipment for the Catering Facility shall be individually approved by 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. OWNER REPRESENTATIVE: Owner agrees to appoint one employee of 0
to whom Manager will be responsible regarding Manager's obligations under this agrecr.- _ :e
appointed Owner representative is named in Exhibit C attached hereto.
5. MANAGER REPRESENTATIVE: Manager agrees to appoint cn::
employees as its immediate representative for the Catering Facility premises. Said representativ,
shall have any and all necessary authority to enter the Catering Facility premises as of the date
hereof for the purpose, without limitation, of viewing the proposed Catering Facility premises and
operations in an effort to effect a smooth and timely start -up of Catering Facility operations. The
appointed Manager representative is named in Exhibit C attached hereto.
6. 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.
7. 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.
S. 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.
9. DUTIES OF MANAGER: For Owner's account and at Owner's sole expense,
payable as a Cost of Business in accordance with Section 17(b) hereof, Manager agrees to supervise
CLL- 149524 2
ER305 -2
' 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 employs 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;
CLL- 149524 3
BR305 -2
(e) Procure all necessary supplies including, but not limited to, linens, laundry,
uniforms, office supplies and miscellaneous items required;
(f) Collect for food and beverages at the concession stand and cash bars and
remit such funds by armored vehicle to Owner's bank for deposit, delivered to Owner's
offices at the Catering Facility, or held in the safe in the catering kitchen and delivered to
Owner's offices 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 functions 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 17. 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 the 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 day's prior written notice
sent to the certificate holder;
0) Comply with all applicable federal, state and local laws, regulations and
ordinances relating 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•,
CLL- 149524 4
BR305 -2
(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;
(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
a
Caterin Facility;
Y;
(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 Manager, 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.
10. 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 17(b) hereunder. Manager agrees to develop and implement emergency
first aid procedures for all employees.
11. 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 insofar as the same may be covered by fire or extended coverage or other insurance.
12. 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 operations 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
CLL- 149524 r,
BR305 -2
sec i i ao Uj:I rrom n :xi:.�i a t;r ;. � .. , . ' -- . .
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 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 17
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.
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 17.
(a) The costs of all of Manager's labor performing services with respect to this
Agreement, either on a full time or pan 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
twenry -seven percent (270) 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, worker's compensation
insurance, state disability insurance, profit sharing, 401(k) and payroll and benefit Fla.:
preparation, processing and administration. For part time employees actual costs ` ..
expenses will be charged. Manager shall provide Owner at all times with a cum . - -age
and salary schedule for all of Manager's 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 it
all employees or categories of employees who are eligible for any bonus payments is
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 amounts shown on Exhibit F.
Bonuses shall be paid by Manager in accordance with its standard operating procedures but
will not be reimbursed by Owner as it Cost of Business;
(b) The cost of food, food products, liquor, wine, beer and other beverages,
confections and other merchandise sold in the Catering Facility premises or made available
TO employees at no charge or a reduced charge;
(c) The cost of all matenals 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, glassware, china and
utensils;
(d) omitted;
CLL- 149524
MU 0 5 -2
(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 intemption coverage, and
workers' compensation insurance, and for employee benefits, including, but not limited to,
pension, medical an .
P aloe dental ins
nuance, life insurance and disability instu�ance,
(g) Omitted;
(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 time to dine exceed 4% of
Cross Sales without the express written approval of the Owner;
0) Such other operational cosh and expenses as may be incurred from time to
time which are related to the management and operation of the Catering Facility; and
(k) The portion of the Management Fee payable to the Manager under
Paragraph 15 hereof;
( Costs of Business do not include overdraft charges on bank accounts
tnaiurtained by Manager or laic payment or penalty charges to others unless later payment is
caused by the failure by Owner to make prompt payment in accordance with paragraph
(m) An MIS fee in the annual amount of $14,000 for the fast year of the
contract, $12,000 per year for the second and third years of the contract and $15,000 per
year for the fourth and fifth years of the contract, payable in equal monthly installments
commencing one month after the commencement date of this Agreement.
14. FOND AND BEVERAGE SALES: 'Food and Beverage Sales" is hereby defined
as the total revenues and receipts derived from sales made on or from the Caterin Facility
rY
premises, as determined by the accrual method of accounting. o
ung Food and Beverage Sales shall not
include ap plicable .sales excise
PP or similar taxes or ratuities other than standard tandard service charges
aid to the Catering Facili s emplo p g tY' p yees or rental fees payable directly to Owner_
15. MANAGE .NT FEE: As compensation for the services to be rendered hereunder
by Manager, Owner agrees to pay Manager, in accordance with Paragraph 17(b) below, an amount
(the "Management Fee") which shall be in the following amounts:
CLL- 149524 7
82345 -2
.. ., 1 , ... J. . i - .a. r.U4 /u7 r
• For calendar year 1999, the annual Management Fee shall be One Hundred Thousand
Dollars ($100,000).
• For each subsequent calendar year, the annual Management Fee shall be the greater
of.
(a) One Hundred Thousand Dollars ($100,000.00); or
(b) Four and one -half percent (4.5 %) of the amount of Food and Beverage
Sales for the preceding calendar year; or
(c) If the amount of Food and Beverage Sales for the preceding calendar year
is Two Million Six Hundred Seventy -five Thousand Dollars ($2,675,000)
or more, five percent (5.0 %) of such amount.
The Management Fee for each month shall be an amount equal m one twelfth of the annual
Management Fee payable on the fast working day of each month beginning on tic datc stated in
paragraph 19 (a) 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 17 (b) below, an
amount (the "Incentive Fee ") determined as follows:
For each calendar year in which Food and Beverage Sales are within the amounts listed
below in Column A, the Incentive Fee shall be the amount listed in Column B.
A B
If Food and Beverage Sales total: The Incentive Fee will be:
$2,088,000 to $2,319,000 20% of the Management Fee for Thai calendar year
$2,320,OOU to $2,551,000 40% of the Management Fee for that calendar year
$2,$52,000 to $2,783,000 60% of the Management Fee for that calendar year
$2,784,000 to $3,015,000 80% of the Management Fee for that calendar year
$3,016,000 and over 100% of the Management Fee for that calendar year
Provided, however, that the Incentive Fee determined in accordance with the table above
shall be reduced by the amount by which the Total Cost of Catering exceeds seventy five
percent (75 %) of the Food and Beverage Sales. The Total Cost of Catering includes all
items paid or reimbursed by Owner as a Cost of Business under paragraph 13.
The Incentive 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.
C T
�- aa9sza
Sk305 -2
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. deleted
17. SETTLEMENT OF ACCOUNT'S:
(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 week 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.
0 (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 a catering
event.
18. 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.
19. TERM AND TERMINATION: (a) The term of this Agreement shall be five years
commencing on the date specified by written notice from Owner to Manager. Notice of the
commencement date shall be given no later than December 31, 1998. The commencement date
shall be no later than April 1, 1999. Notice shall be given at least seven (7) days before the
specified commencement date, unless a shorter period is agreed to by the parties. However, this
Agreement may be terminated at any time by either parry if the other party shall fail to keep,
observe or perform any material covenant, agreement, term or 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.
CLL- 149524 9
BR305 -2
(b) In addition, this Agreement may be terminated by the Owner without cause at any time
by delivery of sixty (60) day's 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 22.
(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 day's notice to Manager.
20. ATTORNEYS' 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 proceedings shall be responsible for payment of its own attorneys' 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 the Owner and the Manager) shall be paid for by the Owner and shall be
included in the Cost of Business as defined in Paragraph 13 hereof.
21. ASSIGNMENT: This Agreement shall not be assignable by either parry without the
prior written consent of the other party.
22. 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:
IF TO OWNER Economic Development Authority of the City of Brooklyn
Center
6301 Shingle Creek Parkway
Brooklyn Center, Minnesota 55430
Attention: Brad Hoffman
and
CLL- 149524 10
BR305 -2
Economic Development Authority of the City of Brooklyn
Center
6155 Earle Brown Drive
Brooklyn Center, Minnesota 55430
Attention: Judith Bergeland
IF TO MANAGER
23. GOVERNING LAW: This Agreement shall be governed by the laws of the State of
Minnesota.
24. 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.
25. 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.
26. RESTRICTION 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.
27. 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 y p services and at locations listed s ed in Exhibit B attached hereto. The limitations of
this paragraph may be waived by Owner by duly authorized written consent.
28. PERFORMANCE BOND. Manager shall rovide a performance P P bond, issued by a
surety which is authorize t
d to do business in Minnesota and acceptable to Owner, issued
P m 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.
CLL- 149524 11
BR305 -2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
President
ECONOMIC DEVELOPMENT AUTHORITY IN
AND FOR THE CITY OF BROOKLYN CENTER
FLIK INTERNATIONAL CORP.
Y y � :T
Its C E'k�>
And by
Its
CLL- 149524 12
BR305 -2
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Catering Facility
EXHIBIT A (Continued)
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Catering Facility (Continued)
EXHMIT B
List of Existing Minnesota Catering Operations
CLL- 149524
BR345 -2
EXHIBIT C
Owner's Representative
Manager's Representative
I
CLL- 149524
BR305 -2
EXHIBIT D
Schedule of Insurance
Peril Primary Umbrella Total Coverage
Contents $(Owner provide) NA $(Owner provide)
Business Interruption Protecting $500,000 NA $500,000
Against Business Interruption at the
EBHC
Commercial General Liability $1,000,000 $2,000,000 $3,000,000
Including Contractural Liability
Personal Injury $1,000,000 $2,000,000 $3,000,000
Liquor Liability $1,000,000 $2,000,000 $3,000,000
Worker's Compensation with limits of:
Coverage A -- Statutory
Coverage B - $500,000 each person by disease
$500,000 policy limit by disease
$500,000 bodily injury by accident
Automobile Liability covering non -owned automobiles limit: $1,000,000
(This coverage would be applicable should Manager or any employee of Manager
be using an automobile in the business and at the direction of Manager and be
involved in an automobile accident.)
EXHIBIT E
EmployeesAVages and Salaries
i
CLL- 149S24
BR305 -2
vtlC :a ;s:,ap,n rrc:n- ncnn 7-285 P.Oa /t75 F-�14
Exhibit E
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General Maasger 545,000-65,000
C=ring Director $35,000- 44,980
Ex Chef 545,000- 65,000
ASST. Chef 535,000- 52,000
Suparvisory Support 520,000- 30,000
[-iced Cook S12.00 -15.00
Asst. Cook S9.00 -12.00
Prap/Ueliiy 57.00 -10.00
Wait sm f -Lead 56.00- 12.00 -plus share of Service Charge
Wait staff•Reg. Minimum Wage — plus share of Savicc Charge
i Sanender 56.00 -MO&Vw share of Service Charge
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