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HomeMy WebLinkAbout1995 02-27 EDAP Regular Session EDA AGENDA CITY OF BROOKLYN CENTER FEBRUARY 27, 1995 (following adjournment of City Council meeting) 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: January 23, 1995 - Regular Session - Commissioners not present at meetings will be recorded as abstaining from the vote on the minutes. b. Resolution Approving Addendum to Agreement for Food Services Management • 4. Commission Consideration Item a. Resolution Approving a Contract with BRW, Inc. to Provide Professional Services for the Preparation of a Request for Development Proposal for the Northeast Quadrant of Brooklyn Boulevard and 69th Avenue North 5. Adjournment Council Mewing Date February 27, 1995 j 3 City of Brooklyn Center Agenda Item Number ✓ a Request For Council Consideration • Item Description: EDA Minutes - January 23, 1995 - Regular Session Department Appr G. 'Brad !Hoffman, Director of Commur* bevelopment t Manager's Review/Recommendation: No comments to supplement this report Comments below /attached Recommended City Council Action: • Summary Explanation: (supporting documentation attached Yes ) January 23, 1995 - Regular Session Barb Kalligher was excused from the meeting and the minutes will reflect her abstention from the vote on these minutes. • 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 JANUARY 23, 1995 CITY HALL CALL TO ORDER The Brooklyn Center Economic Development Authority (EDA) met in regular session and was called to order by President Myrna Kragness at 9:29 p.m. ROLL CALL President Myrna Kragness, Commissioners Kristen Mann, Debra Hilstrom, and Kathleen Carmody. Also present were City Manager Gerald Splinter, Director of Public Services Diane Spector, Director of Community Development Brad Hoffman, City Attorney Charlie LeFevere, and Council Secretary Barbara Collman. Commissioner Barb Kalligher was excused from tonight's meeting. APPROVAL F AGENDA AND CONSENT AGENDA O AL O G President Kragness inquired if any Commissioner requested any items be removed from the consent agenda. No requests were made. There was a motion by Commissioner Hilstrom and seconded by Commissioner Carmody to approve the January 23, 1995, agenda and consent agenda as printed. The motion passed unanimously. APPROVAL OF MINUTES JANUARY 9 1995 - REGULAR SESSION There was a motion by Commissioner Hilstrom and seconded by Commissioner Carmody to approve the minutes of the January 9, 1995, EDA meeting as printed. The motion passed unanimously. 1/23/95 - 1 - COMMISSION CONSIDERATION ITEMS RESOLUTION NO. 95 -03 • Commissioner Kristen Mann introduced the following resolution and moved its adoption: RESOLUTION APPROVING ONE (1) BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY DEFERRED LOAN (FILE NO H -128 [8054]) The motion for the adoption of the foregoing resolution was duly seconded by Commissioner Debra Hilstrom, and the motion passed unanimously. RESOLUTION NO. 95 -04 Commissioner Kristen Mann introduced the following resolution and moved its adoption: RESOLUTION APPROVING ONE (1) BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY DEFERRED LOAN (FILE NO. H -129 [8055]) The motion for the adoption of the foregoing resolution was duly seconded by Commissioner Debra Hilstrom, and the motion passed unanimously. DISCUSSION There was a discussion regarding forgiveness of a loan in the case of condemnation. It is done by other communities and is a reasonable thing to do. The City Manager said Staff would look into writing this into all contracts in case they are ever acquired. There was a motion by Commissioner Mann and seconded by Commissioner Hilstrom the program in the current case be forgiven if acquired through eminent domain. The motion passed unanimously. ADJOURNMENT There was a motion by Commissioner Mann and seconded by Commissioner Hilstrom to adjourn the meeting. The motion passed unanimously. The Brooklyn Center Economic Development Authority adjourned at 9:38 p.m. President Recorded and transcribed by: Barbara Collman TimeSaver Off Site Secretarial 1/23/95 - 2 - Council Meeting Date 2/27/95 31 City of Brooklyn Center Agenda Item Number 3 Request For Council Consideration • Item Description: Resolution Approving Addendum to Agreement for Food Services Management Department Approva G. B d ffman, Community Dev o i Manager's Review/Recommendation: 194 Pcgr;om - l e" No comments to supplement this report Comments below /attached Recommendation: Staff recommends approval of Resolution Approving Addendum to Agreement for Food Services Management. Summary Explanation: (supporting documentation attached Yes ) Two years ago the EDA, on behalf of the Heritage Center, entered into a contract with D'Amico Catering to manage the food and beverage operation. This management contract allowed the Heritage Center to own the operation and retain a manager, as opposed to the prior food service agreement with Atrium Catering. On March 31, 1995, the existing contract with D'Amico Catering, Inc. (DCI) to manage the food service operation will expire. In meetings with Richard D'Amico and Steve Davidson, we discussed extending the contract for another three years. DCI and the Heritage Center have found the arrangement to be mutually beneficial, and the profit margin of the operation has significantly increased under this relationship. Attached to this request form is a copy of an addendum drafted by the City Attorney at my request. The addendum calls for an extension of the original contract through March 31, 1998, and provides specific instructions for the storing of financial documents. A copy of the original contract is also attached for your information. The projection of gross sales has been exceeded for each of the last two years. This year, the Heritage Center has booked approximately $700,000 in food and beverage, and we feel confident that the aggressive budget projections for 1995 can be met. Additionally, referrals to the Heritage Center from DCI continue - another justification for continuing a productive working relationship. 3b Commissioner introduced the following resolution and moved its adoption: EDA RESOLUTION NO. RESOLUTION APPROVING ADDENDUM TO AGREEMENT FOR FOOD SERVICES MANAGEMENT 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 with D Amico s expires March 31, 1995; and WHEREAS, the Economic Development Authority in and for the City of Brooklyn Center (EDA) has determined that the execution of the addendum to the contract is in the best interests of the EDA and the public. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of Brooklyn Center that: 1. The addendum to the agreement extending the contract another three years is hereby approved. 2. The President is authorized and directed to execute the addendum for and r 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 favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. ADDENDUM TO AGREEMENT FOR FOOD SERVICES MANAGEMENT This Agreement is made this day of , 1995, 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 ") . WITNESSETH : WHEREAS, the Owner and Manager are parties to an agreement entitled "Agreement For Food Service Management" dated April 1, 1993 (the "Management Agreement ") ; and WHEREAS, the parties wish to extend and modify the Management Agreement on the terms and conditions hereinafter set forth; NOW, THEREFORE, on the basis of the premises and the mutual covenants and agreements hereinafter set forth, the parties agree as follows: 1. The Management Agreement shall be extended and amended as hereinafter provided. Except as amended herein, either explicitly or by necessary implication, the Management Agreement shall continue in effect. 2. Attached to this Addendum is Exhibit B -1, which is hereby made a part hereof. Exhibit B -1 states the ending dates of each Fiscal Year and 'the ending dates of each four week Accounting Period for the period after the period covered by Exhibit B of the Management Agreement. 3. Section 11 of the Management Agreement is amended by adding the following: "Nothing is this section 11 shall be deemed a waiver by the Owner of the r Limitations on the Owner's liability et forth in Minnesota Statutes Chapter 466; an d y a P the Owner's obligation to indemnify Manager shall be limited to the amounts set forth therein." 4. Section 12 of the Management Agreement is amended by adding the following at the end of the first paragraph thereof: "No later than January of each year commencing in 1997, Manager shall box, label and deliver to Owner all records described above which are more than three years old and which have not previously been delivered to Manager, until all such records are delivered to Manager." 5. The term of the Management Agreement is extended for three years from the termination thereof provided in section 19 thereof, subject otherwise to all other provisions of said section 19. 7. Section 22 of the Management Agreement is amended to provide that notices to Manager shall be addressed to: Attention: Richard D'Amico 2210 Hennepin Avenue South Minneapolis, MN 55405 =83283 BM05 -2 1 IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the day and year first above written. D'AMICO + PARTNERS HOSPITALITY CONSULTANTS, INC. Richard P. D'Amico Its President ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER By Its President and By G. Brad Hoffman Its Secretary CI,i,83283 BR- 2 EXHIBfT B -1 . PERIOD PEAKY) PEP= BEGINNING DATE END DATE 1995 1 4/1/95 4/23/95 2 4/24/95 5/21/95 3 5/22/95 6/18/95 4 6/19/95 7/16/95 5 7/17/95 8/13/95 6 8/14/95 9/10/95 7 9/11/95 10/8/95 8 10/9/95 11/5/95 9 11/6/95 1 2/3/95 10 12/4/95 12/31/95 1996 1 1/1/96 1 /28/96 2 1/29/96 2/25/96 3 2/26/96 3/24/96 4 3/25/96 4/21/96 5 4/22/96 5/19/96 6 5/20/96 6/16/96 7 6/17/96 7/14/96 8 7/15/96 8/11/96 9 8/12/96 9/8/96 10 9/9/96 10/6/96 1 1 10/7/96 11/3/96 12 11/4/96 1 2/1 /96 13 12/2/96 12129/96 1997 1 12/30/96 1/26/97 2 1/27/97 2/23/97 3 2/24/97 3/23/97 4 3/24/97 4/20/97 5 4/21/97 5/18/97 6 5/19/97 6/15/97 7 6/16197 7/13/97 8 7/14/97 8/10/97 9 8/11/97 9/7/97 10 9/8/97 10/5197 1 1 10/6/97 1 1 /2/97 12 11/3/97 1 1 /30/97 13 12/1/97 1 2/28/97 1998 1 12/29/97 1/25/98 2 1/26/98 2/22/98 3 2/23/98 3/31/98 • AGREEMENT FOR FOOD SERVICE MANAGEMENT Economic Development weep the Econ De AGREEMENT dated April 1 1993 b and bet P P Y 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 g Creek Parkway, Brooklyn Center, Minnesota 55430 ( "Owner ") and D'Amico + Partners Hospitality Consultants, Inc., a Minnesota corporation, with its principal office located at 1402 First Avenue South, Minneapolis, Minnesota 55403 ( "Manager ") . WITNESSETH WHEREAS, Owner is the owner of a convention center and exhibit hall called the Earle Brown Heritage Center (the "Building ") in Brooklyn Center, Minnesota; and WHEREAS, Owner's Building is equipped with a full kitchen and banquet space Cher special events collective) for catered affairs and o Y the "Catering Facility"; and P 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. the parties hereby NOW THEREFORE h � agree as follows. P v • Subject to the terms of this Agreement, �eement, ' 1. ENGAGEMENT OF NIANAGLR J Owner hereby engages e s Mana g er to supervise u ervise and direct the management and r ' 'bed in Exhibit A attached hereto. operation of Owner's Catering Facility described _ g Y �ianager 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 relating to ees to consult with Owner to keep Owner advised of all policy matter g � P the Catering Facility. Subject to the foregoing and to the p rovisions 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 period of fifty -two or fifty -three consecutive calendar • weeks which covers approximately a calendar year, with the first of such weeks commencing immediately after the last day of the prior Fiscal Year. Each Fiscal Year will be made up of thirteen four -week Accounting Periods, except in an adjustment year, in which the thirteenth Accounting Period shall consist of five weeks to adjust BL247586 BR291 -9 1 ® the Fiscal Year to approximate the calendar year. Each Accounting Period shall be four weeks in length, except in an adjustment year when, as noted above, a special one week adjustment is made. A calendar setting forth the ending dates of each Fiscal Year during the term of this agreement, as well as the ending dates of each four week Accounting Period making up such Fiscal Year is attached as Exhibit B. The ending date of each Fiscal Year is the last Sunday of the thirteenth Accounting Period of that Fiscal Year. In connection with an adjustment of a Fiscal Year to approximate a calendar year (as reflected in Exhibit B) a Fiscal Year may consist of fifty -three consecutive calendar weeks. 3. EQUIPMENT Owner will furnish, at its own expense and for the use of Manager, all furniture, fixtures and other equipment necessary for the performance of the services by Manager including, but not limited to, china, glassware, flatware, trays, utensils and other smallwares, and office furniture and equipment. 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 foregoing, 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 Catering Facility. 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. Owner agrees to provide Manager with sufficient working capital to ensure continued operations, from amounts receivable by Owner pursuant to paragraph 17(b) 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 C 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 anv 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 . BL247586 BR291 -9 2 • 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 and include the costs associated with such services in its operating statement to Owner pursuant to Paragraph 17 hereof. 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, payable as a Cost of Business from the accounts established pursuant to Section 19(c) hereof, Manager agrees to supervise the performance of all functions reasonably required for the proper operation and management of the Catering Facility including, without limitation, the following: (a) Operate food, dining and beverage services within the Catering • Facility premises and sell therein food, beverages and related items; (b) Hire, train and supervise all personnel, it being understood that all personnel shall be employed in the name of Manager, or an affiliate of Manager, and the cost of such personnel shall be reimbursed by Owner to Manager. Manager employs a bi- weekly payroll schedule and, accordingly, shall inform Owner on a bi- weekly basis of Owner's current payroll liability. All hiring, assignment of duties and termination of any employees shall be under direction of the Manager, provided, however, that the hiring, assignment of duties and termination of the operations manager, head chef, banquet manager and sales manager for the Catering Facility shall be subject to the approval of the Owner. 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 salarys of any accounting personnel will constitute a Cost of Business, but shall be paid by the Manager in consideration of the accounting fee described in paragraph 16 hereof; (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 Facility; (e) Procure all necessary supplies including, but not limited to, linens, laundry, uniforms, office supplies and miscellaneous items required; BL247586 BR291 -9 3 . (f) Collect for meals, food and beverages served, and other merchandise sold, and collect and account for sales taxes, if any, thereon and remit the same to the proper taxing authorities; (g) Provide necessary accounting services, including the management of the accounts payable and accounts receivable 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 19; (h) Provide necessary administration and supervisory services; (i) Secure and maintain in force insurance coverage insuring both Owner and Manager 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 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 D including, but not limited to, premium, coverage, deductibles, claims and renewals. Coverage shall be carried with a carrier holdin g 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; (j) 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 which 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 from the accounts established pursuant to Section 19(c) hereunder. Manager agrees to develop and implement emergency first aid procedures for all employees. BL247586 BR291 -9 4 ® 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. 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. 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 insofar as the same may be covered by fire or extended coverage 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, 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, in papers, ers bills , books of account and related data shall be retained, at a storage location provided by Owner, by Manager for the period required by applicable state and federal laws, or for three years, whichever is longer, and shall be available at all reasonable times for inspections and /or audit by • Owner, at Owner's expense, with the assistance of Manager if requested by Owner. Owner shall have the right to have the Catering Facility's books and records audited by an independent public accountant selected by Owner. Manager will furnish to Owner an operating report, as more fully described in Paragraph 19 hereof, showing Gross Sales as the same are defined in Paragraph 16 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: (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; (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, uniforms. paper products, small . equipment replacement, silverware, glassware, china and utensils; (d) The cost of all utilities used in the Catering Facility premises, including without limitation, all light, power, heat, air conditioning, hot and BL2a7.as BR292 -9 5 • cold water, telephone service and garbage, trash disposal service, pest extermination service and HVAC maintenance. The cost of such utilities shall be reimbursed to the Owner and shall be deemed to be 2% of Gross Sales up to, $1,000,000 and 2.5% of Gross Sales over $1,000,000; (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 and accountant fees incurred for services directly related to the operation of the Catering Facility; (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; (j) Such other operational costs and expenses as may be incurred from time to time which are related to the management and operation of the Catering Facility; and (k) The portion of the Management Fee and Accounting Fee payable to the Manager under Paragraphs 15 (a) (i) and Paragraph 16, respectively, 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 the services, except accounting services under Paragraph 9(g) herein, to be rendered hereunder by Manager, Owner agrees to pay Manager, subject to Paragraph 17(b) below, an amount ( the "Management Fee") equal to (a) sixty-five thousand and no/100's dollars ($65,000.00) per year, payable in thirteen installments of five thousand and no /100's dollars ($5,000.00) each upon the first day of each Accounting Period, plus (b) an incentive fee payable with respect to each of the two 12 -month periods of this Agreement equal to the lesser of (i) $65,000 less the amount of the Accounting Fee payable under section 16 below for such year, and (ii), a percentage of Gross Sales (computed, for this purpose only, on a cash basis of accounting) according to the schedule found in Exhibit E, payable at the end of each quarter in which such fee BL247586 BR291 -4 6 is earned upon the availability of the operating statement for the applicable period pursuant to Paragraph 17. At Owner's sole expense, Owner may elect to have the Catering Facility's financial records audited, to any extent and at any time deemed appropriate by Owner, by independent public accountants selected by Owner. 16. ACCOUNTING FEE As compensation for the accounting services to be rendered under Paragraph 9(g) by Manager, Owner agrees to pay Manager an Accounting Fee equal to one percent (1%) of Gross Sales payable upon the last day of each Accounting Period. 17. SETTLEMENT OF ACCOUNTS (a) Within twenty -five (25) working days after the beginning of each Accounting Period, Manager shall prepare and submit to Owner an operating statement setting forth Gross 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. (b) Simultaneous to Owner's receipt of operating statement, Manager will deliver to Owner a sum equal to the amount by which Gross Sales exceeds the Cost of Business for the period of time covered by such statement, less any amounts needed for working capital under Paragraph 3 above. Should the Cost of Business exceed Gross Sales, Owner will, within 15 days of receipt of the operating in the amount of such deficit. p ng statement, reimburse Manager e (c) All cash derived from the Catering Facility's operations shall be segregated in a Catering Facility bank account (or accounts) in the name of the Owner, maintained b the Manager and such funds shall not be commingled Y g g with the Manager's funds or with the Owner's funds. (d) Manager shall pay all operating expenses of the Catering Facility from the above described Catering Facility bank account(s) . Provided, however, that Manager shall make no payments from said bank accounts without Owner's consent if the incurring of such expense, under the provisions of this Agreement, requires Owner's approval or consent. 18. COMMENCEMENT OF SERVICES Manager agrees to commence the performance of services under this Agreement upon the availability of the Catering Facility premises equipped for operation hereunder, 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 for two years following commencement. However, this Agreement may be terminated at any time by either party if the other party shall fail to keep, observe or perform any material covenant, agreement, term or 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. BL247586 BR291 -9 7 (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. In the event of termination by the Owner without cause pursuant to this clause (b) (i) the Owner shall pay to the Manager as a severance fee an amount equal to 10% of the total dollar amount of catering fees for business then booked by the Manager for which the Manager has entered into a contract with the user of the facility and accepted a deposit, and (ii) any incentive fee payable to the Manager for the period ending with the termination of this Agreement will be computed on an accrual basis, notwithstanding the language of paragraph 15(b)(ii) hereof. (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 ) g any provision herein to the contrary, if the right Y other P 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. 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 party 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 and BL247586 BR291 -9 8 Economic Development Authority of the City of Brooklyn Center 6155 Earle Brown Drive Brooklyn Center, Minnesota 55430 Attention: Judith Berge,and IF TO MANAGER D'Amico + Partners Hospitality Consultants, Inc. 1402 First Avenue South Minneapolis, MN 55403 Attention: Richard D'Amico WITH COPY TO: Jacobson, Harwood, Brill and Bennett,P.A. 3800 Multifoods Tower 33 South Sixth Street Minneapolis, MN 55402 Attention: Frank Bennett 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. D'AMICO + PARTNERS HOSPITALITY CONSULTANTS, INC. Richard P. D'Amico President BL247586 BR291 -9 9 ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF B OKLYN CENTER President I / Secretary BLP47586 mu91 -9 10 l �1 I IT(1 I I; Parking: 58 1 1 PARKING RAMP �• t' t ���� . ��__ - I_ n / Parkutg 67 - IRPPOI)Row Eth"I IMIJ >ti I — -- 11.500 $( C r SINN[ O -- 410) st — L - ces rh _.91. KLM►tN x rp ' �� - S► ft,P _ f�fhClS - 2s f-1 PQ -- - -- (D BAR - G• �I r . -- -- — _- o(fic s n -- — — -- — aex i f - -- Parknig: 25— L � --- - - ---- - -� i -7 - ro -- _� / ; L C=1 O Parking 4 1 - b I (ARtF BROWN II(RIIAI E CENTER -I _ C ) r SH I U1 a I1A HON �t 4590 $i IX11611 11,111 1 1.500 st g(a — Restamant It. I Seats - -- - "- - -- 1 )Iht a Spat re 1 111 s( Eta " IIeJ & Ilreahlast I1 mums I -_ -_ -- BEES- FASt �• - - Parkurg Ihntr oil %pm r. 14 ( F94!l1l 1 1 1 I Exhibic A (Concinued) • • r• s • rr IF I tl it ° ?. 1. �I ,1 = -_ It it > * i t ,1 ,1 It u u . It i t , 1. r 1� _ r * it 00 s I it , I t lt t i II - 1 ' a 2 - u �it� oCr^ tl EXHIBIT a (Continued) '! II I i f a Z i i i I i I II o Z D Cate-ring Facility (Continued) <_ EXHIBIT B Accounting Calendar Fiscal 1993 Period 1 04/1/93 -- 05/16/93 Period 2 05/17/93 -- 06/13/93 Period 3 06/14/93 -- 07/11/93 Period 4 07/12/93 -- 08/08/93 Period 5 08/09/93 -- 09/05/93 Period 6 09/06/93 -- 10/03/93 Period 7 10/04/93 -- 10/31/93 Period 8 11/01/93 -- 11/28/93 Period 9 11/29/93 -- 12/31/91 Fiscal 1994 Period 1 01/01/94 -- 01/30/94 Period 2 01/31/94 -- 02/27/94 Period 3 02/28/94 -- 03/27/94 Period 4 03/28/94 -- 04/24/94 Period 5 04/25/94 -- 05/22/94 Period 6 05/23/94 -- 06/19/94 Period 7 06/20/94 -- 07/17/94 Period 8 07/18/94 -- 08/14/94 Period 9 08/15/94 -- 09/11/94 Period 10 09/12/94 -- 10/09/94 Period 11 10/10/94 -- 11/06/94 Period 12 11/07/94 -- 12/04/94 Period 13 12/05/94 -- 12/31/94 Fiscal 1995 Period 1 01/01/95 -- 01/29/95 Period 2 01/30/95 -- 02/26/95 Period 3 02/27/95 -- 03/31/95 BL247586 BR291 -9 EXHIBIT C Owner names Judith Bergeland as its representative to whom Manager will be responsible regarding Manager's obligations under this Agreement . Manager names Steven Davidson ' as its representative to whom Owner will be responsible regarding Owner's obligations under this Agreement. BLP47586 BR291 -9 EXHIBIT D Schedule of Insurance Peril Primary Umbrella Total Coverage Contents $(Owner provide) NA $(Owner provide) Business Interruption $500,000 NA $500,000 Commercial General Liability $1,000,000 $2,000,000 $3,000,000 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.) 81347586 BR291 -9 EXHIBIT E Incentive Fee Schedule The Incentive Fee portion of Manager's compensation, detailed in Paragraph 15(b) above, will vary according to the following schedule: Incentive Fee expressed as a percentage of the following portions of Gross Sales for each of the two 12 -month periods during the term of this Agreement: (B) 0% of Gross Sales between $0 -- $500,000; 5% of Gross Sales between $501,000 -- $750,000 (max. $12,500); 8% of Gross Sales between $751,000 -- $1,000,000 (max. $20,000); and 9% of Gross Sales greater than $1,000,000 BLP47586 BR291 -9 Council Meeting Date 2 -27 -95 3 City of Brooklyn Center A It= Nwnbc = Request For Economic Development Authority Item Description: Resolution approving a contract with BRW, Inc. to provide professional services for the preparation of a Request for Development Proposal for the northeast quadrant of Brooklyn Boulevard and 69th Avenue North. Department Approval: Ronald A. Warren, Planning and Zo ' S Manager's Review /Recommendation: No comments to supplement this report Comments below /attached Recommended Economic Development Authority: It is recommended that the Economic Development Authority approve the resolution which would authorize the President and Executive Director to execute a contract with BRW, Inc. for professional consulting services. Summary Explanation: (supporting documentation attached ) The Economic Development Authority for sometime has been discussing the desirability of seeing a major redevelopment project in the area of the northeast quadrant of Brooklyn Boulevard and 69th Avenue North. Hennepin County will be undertaking a widening of Brooklyn Boulevard, which will necessitate the need in the near future to acquire properties along the east side of Brooklyn Boulevard. That fact coupled with some expressed interest in some development /redevelopment activity in this area leads the staff to believe that it may be the appropriate time to seek a developer who can coordinate and undertake the necessary redevelopment in this area. BRW, Inc. has provided us with a proposed service contract to provide professional services for the preparation of a Request for Development Proposal for this particular area. The agreement with its attached exhibits outlines the area under consideration and establishes various tasks which they will provide relative to the preparation of the needed RFP. The tasks include an inventory of existing material, various meetings with the city staff, the drafting of a proposal, identification of potential developers and a final request for development proposal. In addition, BRW would be involved in the review of submitted proposals, which will ultimately lead to a recommendation to the City Council for the selection of a developer. BRW, Inc. is very familiar with the redevelopment issues along Brooklyn Boulevard as they were the firm that prepared the Brooklyn Boulevard Enhancement Study. Their involvement in drafting the Request for Development Proposal, would be very beneficial to the city. The costs of the contract as indicated in exhibit F shall not exceed $7850.00. The contract also allows for additional meetings or presentations over and above those listed, at a cost of $400 per session. 4 a ' l Commissioner introduced the following resolution and moved its adoption: EDA RESOLUTION NO. RESOLUTION APPROVING A CONTRACT WITH BRW INC. TO PROVIDE PROFESSIONAL SERVICES FOR THE PREPARATION OF A REQUEST FOR DEVELOPMENT PROPOSAL FOR THE NORTHEAST QUADRANT OF BROOKLYN BOULEVARD AND 69TH AVENUE NORTH WHEREAS, the Economic Development Authority of the City of Brooklyn Center has determined that is in the best interest of the City to seek redevelopment of the area at the northeast quadrant of Brooklyn Boulevard and 69th Avenue North ; and WHEREAS, the Community Development Department has advised the Authority that it is necessary to obtain professional services for the preparation of a Request for Development Proposal to establish a process and time table to select a qualified and competent developer for this redevelopment project; and WHEREAS, the firm of BRW, Inc. has submitted a proposal to provide the needed services and the Economic Development Authority finds said proposal to be appropriate and acceptable. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of Brooklyn Center that the proposal submitted by BRW, Inc. to provide professional services relating to the preparation of a Request for Development proposal at the northeast quadrant of Brooklyn Boulevard and 69th Avenue North at an estimated cost of is hereby accepted. The Economic Development Authority President and Executive Director are hereby authorized and directed to enter into a contract with BRW, Inc. on the basis of that proposal. 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. SERVICES AGREEMENT THIS AGREEMENT is made effective as of the day of 19_, by and between Economic Development Authority in and for the City of Brooklyn Center ( "Client "), a Minnesota corporation with offices at 6301 Shingle Creek Parkway, Brooklyn Center, MN 55430 and BRW, Inc., also known as BRW Planning, Transportation and Engineering, Inc. ( "BRW "), a Wyoming corporation with offices at 700 Third Street South, Minneapolis, MN 55415. RECITALS WHEREAS, Client desires to retain BRW to provide certain services with respect to Client's project known as Request for Development Proposal (the "Project ") located on property described in Exhibit A attached hereto and incorporated herein by this reference (the "Property "); and WHEREAS, BRW agrees to provide such services upon the terms and conditions contained herein. NOW, THEREFORE, the parties hereto agree as follows: 1. Services BRW agrees to perform in a good and professional manner the tasks described on Exhibit B attached hereto and incorporated herein by this reference and such additional tasks as may be described on an Addendum executed by the parties hereto in substantially the form of Exhibit C attached hereto and incorporated herein by this reference. (The tasks, whether described on Exhibit B hereto or in an Addendum, are individually referred to hereinafter as a "Task" and are collectively described as the "Services. ") BRW shall perform the Services as an independent contractor and shall not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture or other relationship with the Client. 2. Additional Services From time to time hereafter, the parties hereto may agree to the performance by BRW of Additional Services with respect to the Property. Any such agreement shall be set forth in writing in an Addendum in substantially the form of Exhibit C and shall be executed by the respective parties prior to BRW's performance of any Services thereunder, except as may be provided to the contrary in Section 3 hereof. Upon proper completion and execution of any such Addendum, such Addendum shall be incorporated into this Agreement and shall have the same force and effect as if the terms of such Addendum were a part of this Agreement as originally executed. The performance of Services pursuant to an Addendum shall be subject to the terms and conditions of this Agreement except where the Addendum provides to the contrary, in which case the terms and conditions of any such Addendum shall control. In all other respects, any Addendum shall supplement and be construed in accordance with the terms and conditions of this Agreement. 3. Performance of Additional Services Prior to Execution of Addendum The parties hereby agree that situations may arise in which services other than those described on Exhibit B are desired by Client and the time period for the completion of such Services ;C ,__ 1 makes the execution of an Addendum impractical prior to the commencement of BRW's performance of the requested Services. BRW hereby agrees that it shall perform such Services upon the oral request of Client, pending execution of an Addendum, at the hourly rates specified on Exhibit D attached hereto and incorporated herein by this reference. The invoice procedure for any such Additional Services shall be as described in Section 8 of this Agreement. 4. Staffing by BRW The Services shall be performed on behalf of BRW by Arijs Pakalns. BRW may, in its discretion, assign additional individuals to assist in the performance of the Services. 5. BRW's Representations BRW hereby represents and warrants that it or its employees and agents have all necessary licenses to perform the Services, have inspected the Property, and are qualified to perform the Services. 6. Client's Responsibilities Client shall do the following in a timely manner so as not to delay the services of BRW: a. Designate in writing a person to act as the Client's representative with respect to the Services. The Client's designee shall have complete authority to transmit instructions, receive information, interpret and define the Client's policies and decisions with respect to the Services. b Furnish BRW with all information, criteria, objectives, schedules and standards for the Project and the Services. C. Arrange for access to the Property as required for BRW to perform the Services. d. Examine all studies, reports, sketches, and other documents prepared by BRW and render decisions regarding such documents in a timely manner to prevent delay of the Services. 7. Fees BRW shall perform the Services for the fees specified on Exhibit D attached hereto and made a part hereof (or as specified in an Addendum) plus Reimbursable Expenses as hereinafter defined. As used herein, Reimbursable Expenses include but are not limited to the following expenses incurred by BRW in the interest of the Project: expense of transportation in connection with the Project; expenses in connection with authorized out -of -town travel, long- distance communications; fees paid for securing approval of authorities having jurisdiction over the Project; expense of reproductions, postage and handling; if authorized in advance, expense of overtime work; expense of renderings, models and mock -ups requested by the Client. BRW shall prepare and send the Client an invoice once each month for the Services performed and Reimbursable Expenses incurred during the previous month. If the Client fails to make full payment within thirty QO) days after the date of BRW's invoice therefore, the amounts due BRW under the invoices shall bear interest at the rate of 189% per annum or the maximum permissible by applicable law, whichever is less, from the thirtieth day following the date of the invoice until paid. Any retainer paid by the Client hereunder shall be credited to BRW's last invoice for Services rendered. BRW shall be entitled to recover all costs and attorneys' fees incurred in the collection or attempted collection of any amounts due under this Agreement. At BRW's option, BRW may cease to perform the Services if invoiced amounts are unpaid sixty (60) days after the date of the invoice. In such event, BRW shall not be liable for any damages or expenses of the Company resulting from such work stoppage. 8. Time for Performance BRW shall perform the Service in accordance with the schedule attached hereto as Exhibit E and incorporated herein by this reference or in an Addendum, provided there is no change in the scope of the services as currently described in Exhibit B. 9. Ownership and Use of Documents Documents, diagrams, sketches, surveys, design calculations, working drawings and any other materials created or otherwise prepared by BRW as part of its performance of this Agreement are instruments of BRW's service for use solely with respect to the Project and unless otherwise agreed, BRW shall retain all ownership rights, including copyright rights. The Client may retain copies, including reproducible copies, of BRW's drawings, specifications and other documents for . The drawings, ' u f the Project , information and ref r reference in connection with the Clients use o ee b 1 specifications and other documents shall not be used by the Client or others on other projects, for additions to the Project or for completion of the Project by others, unless BRW is b agreement in writing. under this Agreement, except adjudged to be in default e s g p y � b Distribution of documents to meet regulatory or for similar purposes in connection with the Project shall not be viewed as publication in derogation of BRW's reserved rights. 10. Termination and Suspension Either party may terminate this Agreement upon not less than seven (7) days' written notice if the other party fails substantially to perform in accordance with the terms of this Agreement through no fault of the party terminating the Agreement. Failure of the Client to make payment as provided herein shall be considered substantial nonperformance and cause for termination. If the Client suspends the Services for more than thirty (30) consecutive days, BRW shall be compensated for Services performed prior to the notice of such suspension. When the Services are resumed, BRW's compensation shall be equitably adjusted to provide for BRW's expenses resulting from the interruption and resumption of the Services. The Client may terminate this Agreement upon not less than seven (7) days' written notice to BRW if the Project is permanently abandoned. BRW may terminate this Agreement by written notice if the Services are suspended for more than ninety (90) consecutive days, or if the Project is abandoned by the Client for more than ninety (90) consecutive days. If this Agreement is terminated through no fault of BRW, BRW shall be compensated for Services performed prior to termination, together with Reimbursable Expenses then due, together with BRW's expenses which are directly attributable to termination and which are not otherwise paid. 11. Insurance BRW shall be responsible for maintaining, during the term of this Agreement and at its sole cost and expense, the types of insurance coverages and in the amounts described below. BRW shall furnish evidence, satisfactory to the Client, of all such policies. During the term hereof, BRW shall take out and maintain in full force and effect the following insurance policies: a. Comprehensive public liability insurance, including automobile and property damage, insuring the Client and BRW against loss or liability for damages for personal injury, death or property damage arising out of or in connection with the performance by BRW or its obligations hereunder, with minimum liability limits of $1,000,000.00 combined single limit for personal injury, death or property damage in any one occurrence. b. Such workmen's compensation and other similar insurance as may be required by law. C. Professional liability insurance with a minimum liability limit of $1,000,000. 12. Notices All notices or communications permitted or required to be given under this Agreement shall b�e in writing and shall be deemed to have been duly given if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this Agreement, to the address set forth next to such party's signature at the beginning of this Agreement, or if to a person not a party to this Agreement, to the address designated by a party to this Agreement in the foregoing manner. Any party may change his or its address by giving notice in writing, stating his or its new address, to any other party, all pursuant to the procedure set forth in this Section 13. 13. Taxes The Client shall be responsible for all state and local gross receipts, sales, use, value added or P P P ersonal property taxes, however designated, or amounts in lieu of the above taxes paid or payable by BRW including indemnification for anv interest or penalty assessed against BRW for these taxes through no fault of BRW. The Client also agrees to furnish BRW upon request, with any exemption certificates, proof of payment or other documentation requested by BRW. 14. Assignment Neither party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. No assignment or transfer of any interest under this Agreement shall be deemed to release the assignor from any liability or obligation under this Agreement, or to cause any such liabilitv or obligation to be reduced to a secondary liability or obligation. 15. Amendment Modification or Waiver No amendment, modification or waiver of anv condition, provision of term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity t he nature and extent of such amendment, modification or waiver. Anv waiver by any part or any default of the other party shall not affect or impair any right arising from any subsequent default. Nothing 4 herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 16. Severable Provisions Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 17. Entire Agreement This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 18. Captions, Headings and Titles All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 19. Counterparts This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. 20. Parties in Interest This Agreement shall be binding upon, and the benefits and obligations provided for herein shall inure to and bind, the parties hereto and their respective successors and assigns, provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Aa g reement. This Aa g reement is for the exclusive benefit of the parties hereto and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, subcontractors and their sureties. 21. Applicable Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Minnesota; provided, however, that it is agreed and understood that any applicable statute of limitations shall commence no later than the substantial completion by BRW of the Services. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY OF BROOKLYN CENTER By Its Dated BRW, INC. By Its GCe Dated Reviewed - 6 EXHIBIT A Description of the Property Northeast quadrant of the Brooklyn Boulevard and 69th Avenue intersection in Brooklyn Center, Minnesota. 7 EYHIBIT B Services BRW's scope of services shall consist of providing Professional Services to the Client for the preparation of a Request for Development Proposal for the Northeast Quadrant of the Brooklyn Boulevard and 69th Avenue Intersection in Brooklyn Center. The work shall include the following work tasks: Task 1: Inventory of Existing Material Assemble all available pertinent material regarding the project area as well as general Brooklyn Center background information. Task 2: fleeting with City Staff Meet with City staff to discuss all Request for Development Proposal issues and to establish developer selection process and timeline. Task 3: Draft of Propsoal Prepare a draft of the Request for Development Proposal to identify the general approach and information to be included in the Pro p soal. Task 4: Meetin with City Staff � Y Meet with City staff to review the Draft Proposal and to formulate final Request for Proposal. Task 5: Identification of Potential Developers Research potential developers for the project and contact at least five of them to establish their level of interest and to identify any key issues which should be included in the Request for Development Proposal. Prepare a list of at least 20 developers to whom the Proposal should be mailed. Task 6: Final Request for Development Proposal Prepare the final Request for Development Proposal including all graphics for the Proposal. It is assumed that at least two new graphics will be required. • Aerial photograph of the site area. • Site Plan showing Existing Conditions, Forces /Issues including other proposed developments, and potential Proposed Project Boundaries. Task 7: Meeting with City Staff Meet with City staff to review the final Request for Proposal and to identify any final adjustments required. #21,112 s Task 8: Preparation of Request for Development Proposal Prepare 30 copies of the Request for Development Proposal and transmit them to the City along with the list of developers to whom the Proposal should be mailed. Task 9: Review of Development Proposals Assist the City staff in evaluating the Development Proposals received from developers in terms of technical issues and responsiveness to the Request for Proposal requirements. Prepare a short evaluation summary for each Proposal. Task 10: Meeting ith City Staff g Y Meet with City staff to review comments and evaluation regarding Development Proposals. x_h =_ 9 0 EXHIBIT C Addendum No. to Services Agreement This Addendum to that certain Services Agreement dated 199 is made effective as of 199_, by and between the undersigned parties. The Addendum immediately preceding this Addendum was dated 199_. 1. Services to be provided i 2. Fees 3. Schedule By Its Dated BRW INC. 700 South Third Street Minneapolis, MIN 55415 By Its Dated 10 EXHIBIT D BRW, INC. PLANNING /URBAlN DESIGN 1995 HOURLY RATES Billin- Classification Rate Principal $135 Vice President $105 Sr. Associate $ 95 Associate $ 85 Sr. Consultant $ 75 Consultant H $ 65 Consultant I $ 55 Staff Level V S55 Staff Level IV $ 50 Staff Level 111 $ 45 Staff Level II S40 Staff Level 1 $ 30 EXHIBIT E Schedule of Work Begin immediately and complete by April 30, 1995. _., __ 12 EXHIBIT F Fees BASE CONTRACT The total cost of providing professional consultant services as set forth in Exhibit B, including Reimbursable Expenses, shall not exceed $7,850.00, unless additional amounts are approved in writing by the Client. Compensation for services provided shall be on an hourly basis according to the hourly rates by employee classification as set forth in Exhibit D. Reimbursable Expenses include camera and printing materials, photocopying, auto mileage, and special courier delivery. ADDITIONAL MEETINGS The cost per event for additional meetings, over and above the ones listed in Exhibit B, shall be $400.00. u2 is__ 13 Council Meeting Date 2/27/95 t 31 City of Brooklyn Center Agenda Item Number Request For Council Consideration Item Description: Resolution Accepting Quote and Authorizing the Purchase of Chairs and Dollies for the Earle Brown Heritage Center Department Appr G. d Hoffman, Community Dev pm t it Manager's Review /Recommendation: No comments to supplement this report Comments below /attached Recommendation: Approve the purchase of 200 Acton stacker upholstered chairs and 10 chair dollies from S & T Office Products, Inc. Summary Explanation; (supporting documentation attached Yes ) Funds for the purchase of the chairs and dollies are a part of the 1995 Earle Brown Heritage Center budget. The company has just notified us that effective March 10, 1995, there will be a 10% increase in the price of the items. The purchase will create additional seating capacity with a product that matches the original purchase of chairs and dollies at the time the facility was opened. The need for additional seating stems from a higher occupancy volume and the addition of meeting room space. Not purchasing these chairs will require continued expense to rent chairs in order to meet customer demand. Both bids are attached for review. 4 CZ 4 1 S T E: CC',(A7 QUO Y,;-w i - -s i T ii 3 E,-) .3 Er E: R' N D ;Z V 7o 6.iES EARLE SROWt•! CR.IVE S!'-,'0OKLYN C'E Nr, ------------------------------------------- C. . a t a 7 s r r(. _ ,U S t. C P at es r e. J ob R % 775 IC 9 4 N 15 0 K u S L Ty# Q L; r, t C.a tA 1 ..l D w U r j, d 0 A r " , l ) 2. A O `TI�CK 35:1 21 ,f'60.00 E L COL-OR C ) GR. :jc r 'S 6 rl 10 7i.. r, r�• 0 L L Y 4 :7 14 Cli I Sil 0 0 0 - 'FURNr 71A F F S. 7- 1 G H T 'r o t,,I 1 S2 71 T 1,476.44 Corporate and Lab Furniture Auditorium Seating Carpeting Design Services Ergo Accessories Wilkinson Corporate Environments Northstar Center East, 608 2nd Ave So. Suite 460E, Minneapolis, MN 55402, (612)673 -9295, FAX: (612)673 -9296 January 24, 1995 Earle Brown Heritage Center c/o City of Brooklyn Center Attn: Bruce Ballanger 6155 Earle Brown Drive Brooklyn Center, MN 55430 Dear Mr. Balianger: We are pleased to quote on the following Acton Stacker Chairs: Q MO # DESCRIPTION IM UNIT EXT SELL SELL 200 A01002 American Seating $228 $109.44 $21,888.00 Upholstered Acton Stacker Upholstered stacking chairs with arms with connectors. Fabric: Party Dot GR 2 Color: Elephant Dot, OGA Frame Color: Chrome Shell Color: Gray Taupe G 10 869300041 Am. Seating Dolly $222.00 $106.56 $1,065.60 Dark Neutral Finish SUB TOTAL $22,953.60 TAX $1,491.98 TOTAL $24,445.58 Product to be drop shipped. Earle Brown to receive and set in place. THIS QUOTATION MAY BE ACCEPTED BY SIGNING BELOW AND RETURNING TO LINDA MC GOWAN WILKINSON CORPORATE ENVIRONMENTS DATE SIGNATURE- Commissioner introduced the following resolution and moved its adoption: EDA RESOLUTION NO. RESOLUTION ACCEPTING QUOTE AND AUTHORIZING THE PURCHASE OF CHAIRS AND DOLLIES FOR THE EARLE BROWN HERITAGE CENTER WHEREAS, an appropriation was approved in the 1995 Earle Brown Heritage Center budget for the purchase of 200 upholstered Acton stacker chairs and 10 dollies for stacking and transporting the chairs; and WHEREAS, $24,192 was originally appropriated for the purchase of the chairs and dollies; and WHEREAS, two quotations were received as follows: Company Quote S & T Office Products $24,190.94 Wilkinson Corp. Environment $24,445.58 NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of Brooklyn Center that the purchase of 200 Acton stacker upholstered chairs and 10 chair dollies from S & T Office Products in the amount of $24,190.94 is hereby approved. 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.