HomeMy WebLinkAbout2014 12-08 EDAPEDA MEETING
City of Brooklyn Center
December 8, 2014 AGENDA
Call to Order
—The EDA requests that attendees turn off cell phones and pagers during the meeting. A
copy of the full City Council packet, including EDA (Economic Development Authority),
is available to the public. The packet ring binder is located at the front of the Council
Chambers by the Secretary.
2.Roll Call
3.Approval of Agenda and Consent Agenda
—The following items are considered to be routine by the Economic Development
Authority (EDA) 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
1. None.
4.Commission Consideration Items
a. Resolution Authorizing the City of Brooklyn Center Economic Development
Authority (EDA) to Enter Into An Agreement with Flik International Corp for
Food Service Management at the Earle Brown Heritage Center
Requested Council Action:
—Motion to adopt resolution.
5.Adjournment
EDA Agenda iterliril N0 42
iMJ71 NMYA UY4IMhA 0]ILI II iS1h'AU
DATE: November 7, 2014
TO: Curt Boganey, City Manager
FROM: Jim Glasoe, Director of Community Activities,
Recreation and Services
SUBJECT: RESOLUTION AUTHORIZING THE CITY OF BROOKLYN CENTER
ECONOMIC DEVELOPMENT AUTHORITY (EDA) TO ENTER INTO AN
AGREEMENT WITH FLIK INTERNATIONAL CORP FOR FOOD SERVICE
MANAGEMENT AT THE EARLE BROWN HERITAGE CENTER
Recommendation:
It is recommended that the Economic Development Authority consider approval/adoption of a
resolution authorizing an agreement with Flik International Corp. to provide food services at the
Earle Brown heritage Center.
Staff is supportive of this agreement as it provides for a continuation of the positive working
relationship between Flik International Corp and the Earle Brown Heritage Center. This
relationship has been forged on the premise of high quality food and service.
Background:
On January 11, 1999, after an extensive Request for Proposal process, the EDA entered into an
agreement with Flik International Corp to provide food service management at the Earle Brown
Heritage Center. The initial term of this agreement was five (5) years. On February 20, 2003, the
contract was amended and extended for one year.
On January 1, 2005, the EDA entered into a revised agreement with Flik International Corp to
provide food service management at the Earle Brown Heritage Center for a two year term. By
EDA action, this agreement was extended on February 1, 2007.
On January 1, 2010, the EDA entered into a revised agreement with Flik International Corp to
provide food service management at the Earle Brown Heritage Center for a five year term.
As this working relationship remains very positive, Flik International Corp and the Earle Brown
Heritage Center management desire to amend this agreement and extend it for a period of five
years beginning January 1, 2015.
Staff has worked with the City Attorney's office and Flik International Corp to develop an
agreement for food service management that is acceptable to both parties. The basic parameters
of the amendment are as follows:
Agreement commences January 1, 2015.
Agreement Term to be five (5) years.
Mission: Ensuring an attractive, dee,,, safe, inclusive community that enhances the quality of life
for ailpeople and preserves the public trust
UI V N M'A L'A I 3k'A[I) 1iI iIJYA I
• Base management fee for 2015 will be $120,600, and will increase $3,000 per year for
the duration of the agreement.
• Effective January 1, 2015, Flik International Corp shall make a $125,000 investment for
improvements to the owner's premises.
• All remaining terms and provisions of the amended agreement shall remain in full force.
Budget Issues:This amendment provides for food service management fees that are consistent with current
revenue and expenditure streams. It also provides for standardized annual increases that begin at
2.5% annually, and subsequent percentage increases that decrease over the course of the
agreement.
The amendment also provides for a $125,000 investment in the Earle Brown Heritage Center
premises by Flik International Corp.
Strategic Priorities:
Community Image
Mission: Ensuring an attractive, clean, safe, inclusive community that enhancesces the qualify of life
for allpeople and preserves the public trust
Commissioner introduced the following resolution
and moved its adoption:
EDA RESOLUTION NO.
RESOLUTION AUTHORIZING THE CITY OF BROOKLYN CENTER
ECONOMIC DEVELOPMENT AUTHORITY (EDA) TO ENTER INTO AN AGREEMENT
WITH FLIK INTERNATIONAL CORP FOR FOOD SERVICE MANAGEMENT AT THE
EARLE BROWN HERITAGE CENTER
WHEREAS, the current contract for Food Service Management with Flik
International Corp will expire on December 31, 2014; and
WHEREAS, the EDA has been well served by Flik International Corp in the past
and it would be in the best interest of the EDA to enter into a new agreement for a period of five
years; and
WHEREAS, Flik International Corp and the EDA have reached agreement
regarding the terms and conditions for the continued food service management at the Earle
Brown Heritage Center as set forth in the attached agreement.
NOW, THEREFORE, BE IT RESOLVED by the Economic Development
Authority in and for the City of Brooklyn Center that the Executive Director of the Economic
Development Authority be and hereby is authorized to execute the agreement with Flik
International Corp for food service management at the Earle Brown Heritage Center as set forth
in the agreement, with such language changes as may be necessary to clarify any terms, provided
such changes do not substantially change the substance of the terms set forth in the attached
agreement.
November 24,_2014
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.
MEEMENT FOR FOOD SERVICE MANAGEMENT
AGREEMENT dated ________, by and between the Economic
Development Authority in and for the City of Brooklyn Center, a political subdivision of the
State of Minnesota with its principal office located at 6301 Shingle Creek Parkway, Brooklyn
Center, Minnesota 55430 ("Owner") and Flik International Corp, a New York corporation,
with its principal office located at 3 International Drive, Rye Brook NY 10573 ("Manager").
WITNESSETH
WHEREAS, Owner is the owner of a convention center and exhibit hail 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 opeiations and is in the business of providing management and consultant
services to such enterprises.
NOW, THEREFORE, the parties hereby agree as follows:
1.ENAGAGEMENT OF MANAGER: Subject to the terms of this Agreement, Owner
hereby engages Manager and grants Manager the exclusive right to supervise and
direct the management and operation of Owner's Catering Facility described in
Exhibit A attached hereto. Manager agrees to operate the Catering Facility in a
manner consistent with first-class catering facilities in the Twin Cities as determined
by Owner. Manager further agrees to consult with Owner to keep Owner advised of
all policy matters relating to the Catering Facility. Subject to the foregoing and to the
provisions of this Agreement, Manager shall have the control and discretion with
regard to the operation and management of the Catering Facility for customary
purposes and the right to determine all operating policies affecting the appearance of
the Catering Facility, the standards of operation, the quality of service, and all other
matters affecting customer opinion of the Catering Facility. Manager agrees to obtain
the approval of the Owner with respect to all major programs and policy matters
which would have a material and substantial effect upon the reputation and character
of the Catering Facility. Owner has engaged Manager herein as an Independent
Contractor.
2.FISCAL YEAR AND ACCOUNTING PERIODS: For purposes of this Agreement a
Fiscal Year is a calendar year. Each Fiscal Year will be made up of twelve
Accounting Periods, each of which is a calendar month.
3. EQUIPMENT: Owner will furnish, at its own expense and for the use of Manager, all
furniture, fixtures and other equipment necessary for the performance of the services
by Manager including, but not limited to, china, glassware, flatware, trays, utensils
and other smallwares, and office furniture and equipment. Owner will annually
allocate $12,000 for the purpose of replenishing smaliwares. 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 smaliwares is
not sufficient for any specific event, the Manager, with prior approval of Owner shall
rent smallwares necessary for such event and rental cost shall be included as a Cost of
Business under Paragraph 13 hereof.
Manager, at Owner's sole expense, will maintain and repair all such equipment and,
from time to time, will replace and furnish such additional equipment as may be
reasonably necessary for the furnishing of services by Manager. Any expenditure for
furniture, fixtures and other equipment for the Catering Facility shall be individually
approved by the Owner. Upon termination of this Agreement, Manager agrees to
return to Owner all equipment furnished to it at any time in good condition, allowing
for ordinary wear and tear, reasonable loss and breakage of smallwares, and damage
by fire or the elements.
4.a. OWNER REPRESENTATIVE: Owner agrees to appoint one employee of Owner
to whom Manager will be responsible regarding Manager's obligations and under this
Agreement. The appointed Owners representative is named in Exhibit C attached
hereto.
b. MANAGER REPRESENTATIVE: Manager agrees to appoint one of its employees
as its immediate representative for the Catering Facility premises. The appointed
Manager representative is named in Exhibit C attached hereto.
5.UTILITIES: Owner will procure, at its sole expense, all light, power, heat, air
conditioning, hot and cold water, local telephone service, pest exterminating service,
HVAC maintenance and garbage and trash disposal service necessary for the Catering
Facility premises.
6.CLEANING THE CATERING FACILITY PREMISES: At Owner's sole expense,
Manager agrees to supervise the cleaning and maintenance on a regular and consistent
basis of the following portions of the Catering Facility premises: the entire kitchen,
the dishwashing area, exhaust vents and hoods, plate-up areas and those areas used for
clearing after any catered event.
7.HOURS OF OPERATION AND PREMISES: The hours during which the Catering
Facility shall be open for business shall be as designated by Manager, subject to the
prior written approval of Owner.
8. DUTIES OF MANAGER: For Owner's account and at Owner's sole expense, payable
as a Cost of Business in accordance with Section 13(b) hereof, Manager agrees to
supervise the performance of all functions reasonably required for the proper
operation and management of the Catering Facility including, without limitation, the
following:
(a) Operate food, dining and beverage services within the Catering Facility
premises and sell therein food, beverages and related items;
2
(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;
(e)Procure all necessary supplies including, but not limited to, linens, laundry,
uniforms, office supplies and miscellaneous items required;
(I) Collect for food and beverages at the concession stand and cash bars and hold
in the safe in the catering kitchen and deliver to Owner's office on the next
business day, and provide a price breakdown of revenue categories for each
entity to Owner, which will make payment as appropriate to taxing authorities;
(g)Provide necessary accounting services, including the management of the
accounts payable 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 16.
Such accounting services shall be provided at the expense of Manager and
shall not be a Cost of Business;
(h)Provide necessary administration and supervisory services for the Catering
Facility;
(i)Secure and maintain in force insurance coverage insuring both Owner and
Manager (naming Owner as an additional insured) during the term of this
Agreement, subject to the availability of continuation of said coverage upon
renewals and subject to Owner's approval of increased policy premium upon
renewals. Attached hereto and marked Exhibit D, is a Schedule of Insurance
for the Catering Facility which has been independently reviewed by Owner
and Manager and hereby approved by both parties. The representative of the
Owner shall be entitled to communicate directly with the insurance agent, or
agents, at all times hereafter with the prior approval of the Manager regarding
any matters pertaining to the insurance policies and coverage itemized in
Exhibit D including, but not limited to premium, coverage, deductibles, claims
and renewals. Coverage shall be carried with a carrier holding a Certification
of Authorization (licensed) to do business in the State of Minnesota. Carriers
shall have an A.M. Best's rating of at least B+. Evidence of such insurance
shall be in the form of a Certificate of Insurance (I.S.O. Accord Form) to be
sent to the Owner's representative. This certificate shall carry a condition that
no cancellation or reduction in coverage may be made without thirty days
prior written notice sent to the certificate holder;
(j)Comply with all applicable federal, state and local laws, regulations and
ordinances related to Manager's services and obtain all necessary permits and
licenses, taking special care to observe all conditions relating to the on-sale
liquor license issued to Owner;
(k) Prepare and submit for Owner's approval no later than July 1 of each year,
annual operating, advertising and capital expenditures budgets for the
following fiscal year;
(1) Initiate and execute promotion, publicity and other functions which will attract
patrons to the Catering Facility. Al! 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 Catering Facility;
4
(n)Assure that catering staff are professionally attired in a uniform to be agreed
upon by Owner and Manager. Staff shall be properly groomed and wearing
approved shoes and name tags. Such attire shall be mandatory when on the
event premises; and
(o)In the event refunds or discounts to customers of catering operations are
required due to complaints about unsatisfactory service by Manager, such
refunds or discounts shall be made by Manager, with the agreement of Owner,
from its own funds or, if paid by Owner, promptly reimbursed by Manager.
Such payments by Manager shall not be paid or reimbursed by Owner as a
Cost of Business.
9.PERSONNEL: All personnel employed in connection with the operation of the
Catering Facility shall be subject, from time to time, to such health examination as
any proper governmental authority may require at Owner's expense, payable as a Cost
of Business in accordance with Section 13(a) hereunder. Manager agrees to develop
and implement emergency first aid procedures for all employees.
10.INDEMNITY AND INSURANCE: Manager agrees to indemnify, defend and hold
Owner harmless in connection with any liabilities, claims, obligations, demands,
causes of action or suits, whether based in tort, contract, per statute or other basis
arising out of the Manager's operation of Catering Facility and due to the negligence
of the Manager. Owner agrees to indemnify, defend and hold Manager harmless in
connection with any liabilities, claims, obligations, demands, causes of action or suits
whether based in tort, contract, per statute or other basis arising out of the Catering
Facility and due to the negligence of the Owner. Nothing in this Section 10 shall be
deemed a waiver by the Owner of the limitations on the Owner's liability set forth in
Minnesota Statutes, Chapter 466; and the Owner's obligation to indemnify Manager
shall be limited to the amounts set forth therein. Owner and Manager agree that
neither party will make any claim against or seek to recover from the other for any
loss or damage to either party's property or the property of others or business
interruption in so far as the same may be covered by fire or extended coverage or
other insurance.
11. MAINTENANCE OF RECORDS: Manager shall maintain at Manager's premises
records of all Gross Sales (as hereinafter defined), receipts, disbursements and
expenses of the business and operation carried on hereunder, including employee time
cards and records and such records shall be available for review by Owner during any
working hours upon provision of reasonable notice by Owner. Such records, together
with all receipts, invoices, papers, bills, books of account and related data shall be
retained by Manager for the period required by applicable state and federal laws, or
for three years, whichever is longer, and shall be available at all reasonable times for
inspections and/or audit by Owner, at Owner's expense, with the assistance of
Manager if requested by Owner. Owner shall have the right to have the Catering
Facility's books and records audited by an independent public accountant selected by
Owner, at Owner's cost, which cost shall not be borne by the operation.
Manager will furnish to Owner an operating report, as more fully described in
Paragraph 16 hereof, showing Gross Sales as the same are defined in Paragraph 14
hereof, the Cost of Business as the same are defined in Paragraph 13 hereof, and other
operating costs including those listed in Paragraph 13 hereof; each Accounting Period
for the operations carried on by Manager hereunder.
12.NON REIMBURSABLE IMPROVEMENTS: Manager made a One Hundred
Thousand Dollar ($100,000) investment for improvements to Owner's Premises
("Additional Investment"). Owner and Manager agreed upon the improvements
which were funded by the Additional Investment. Owner shall hold title to the
equipment, fixtures, and other items funded by the Additional Investment. The
Additional Investment shall be internally depreciated by Manager over a period of
five (5) years, calculated on a straight-lined depreciation basis. If this Agreement is
terminated prior to the expiration of the five (5) year term from January 1, 2010
through December 31, 2014: (i) by Owner without cause or by Manager for Owner's
unremedied default, Owner shall pay Manager the undepreciated amount of the
Additional Investment remaining up and through the date of termination within sixty
(60) days after termination notice date; or (ii) by Manager without cause or by Owner
for Manager's unremedied default, Owner shall not be obligated to pay Manager the
undepreciated amount of the Additional Investment remaining up and through the
date of termination.
Effective January 1, 2015, Manager shall make a One Hundred Twenty-Five
Thousand Dollar ($125,000) investment for improvements to Owner's Premises
("Renewal Investment"). Owner shall have full discretion over the use of the
Renewal Investment funds. Owner shall hold title to the equipment, fixtures, and
other items funded by the Renewal Investment. The Renewal Investment shall be
internally depreciated by Manager over a period of five (5) years, calculated on a
straight-lined depreciation basis from the date of expenditure. If this Agreement is
terminated prior to the expiration of the five (5) year term from January 1, 2015
through December 31, 2019: (i) by Owner without cause or by Manager for Owner's
unremedied default, Owner shall pay Manager the undepreciated amount of the
Renewal Investment remaining up and through the date of termination within sixty
(60) days after termination notice date; or (ii) by Manager without cause or by Owner
for Manager's unremedied default, Owner shall not be obligated to pay Manager the
undepreciated amount of the Renewal Investment remaining up and through the date
of termination.
13.COST OF BUSINESS: "Cost of Business" is hereby defined as the sum of the
following items. All elements of the Cost of Business shall be paid or reimbursed by
Owner in accordance with Paragraph 16.
(a) The costs of all Manager's labor performing services with respect to this
Agreement, either on a full time or part time basis. In the event a Manager's
employee does not spend full time performing services with respect to this
Agreement, the wage or salary costs, together with all the ancillary costs
concerning such employment noted below with respect thereto, shall be
charged to the Owner on a pro-rata basis based upon the relative time spent by
such employee providing services under this Agreement. A flat charge of
thirty percent (30%) of gross payroll (exclusive of bonuses) will be charged
for frill time employees to cover payroll tax and employee benefit costs such
as for medical and dental plans, life insurance, FICA, State Unemployment
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Insurance, workers' compensation insurance, state disability insurance, profit
sharing, 401(k) and payroll and benefit plan preparation, processing and
administration. For part time employees actual costs for these expenses will be
charged. Manager shall provide Owner at all times with a current wage and
salary schedule for all of Managers' employees providing services under this
Agreement whose wages or salaries are reimbursable as a Cost of Business.
The schedule shall indicate the wage or salary rate or range for each category
of employees and identify all employees or categories of employees who are
eligible for any bonus payments in addition to wages or salaries. The schedule
in effect as of the date of this Agreement is attached as Exhibit B. No salaries
or wages shall exceed the amount shown on Exhibit B. Bonuses shall be paid
by Manager in accordance with its standard operating procedures but will not
be reimbursed by Owner as a Cost of Business;
(b)The cost of food, food products, liquor, wine, beer, and other beverages,
confections and other merchandise sold in Catering Facility premises or made
available to employees at no charge or a reduced charge;
(c)The cost of all materials and supplies used in the Catering Facility premises,
including, but not limited to, sales tax, delivery and other incidental charges,
linen, laundry, uniforms, paper products, small equipment replacement,
silverware, glassware, china and utensils (The first $12,000 dollars of
smallwares cost shall be excluded from the Cost of Business);
(d)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;
(e)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;
(f)Cost of Business excludes all catering costs contracted by Owner and paid by
Owner, including but not limited to supplies, advertising, printing,
communications, contractual services, insurance, professional services,
rentals, repair, maintenance, taxes, licenses, and utilities. Smallwares
purchased by Manager in excess of $12,000 will be included as a Cost of
Business.
(g)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;
(h) 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;
(i)Direct labor costs associated with the utilization of the Owner's employees at
the request and direction of the Manager for catering operations;
(j)Costs of Business do not include overdraft charges on bank accounts
maintained by Manager or late payment or penalty charges to others unless
late payment is caused by the failure by Owner to make prompt payment in
accordance with Paragraph 1 6(b); and
(k) An MIS fee in the animal amount of $15,000 payable in equal monthly
installments.
14.FOOD AND BEVERAGE SALES: "Food and Beverage Sales" is hereby defined as
the total revenues and receipts derived from sales made on or from the Catering
Facility premises, as determined by the accrual method of accounting[ Food and
Beverage Sales shall not include applicable sales, excise or similar taxes or gratuities
other than standard service charges paid to the Catering Facility's employees, rental
fees or building surcharges payable directly to Owner.
15.MANAGEMENT FEE:
The Management Fee for 2015 will be $120,600 (for monthly payment of $10,050)
and will increase, effective January 1st, $3,000 per year for each year thereafter.
In addition to the Management Fee, Owner agrees to pay Manager an Incentive Fee or
Penalty Fee amount as set forth below:
If Total Cost of Business is:
71% or greater of F&B Sales Revenue*Cost of Business Penalty $20,000
70.50% or greater of F&B Sales
Revenue Cost of Business Penalty $15,000
70% or greater of F&B Sales Revenue Cost of Business Penalty $10,000
69.50% or greater of F&B Sales
Revenue Cost of Business Penalty $7,500
69% or greater of F&B Sales Revenue Cost of Business Penalty $5,000
68% or Less of F&B Sales Revenue Cost of Business Incentive $5,000
67.50% or Less of F&B Sales Revenue Cost of Business Incentive $10,000
67% or Less of F&B Sales Revenue Cost of Business Incentive $15,000
66.50% or Less of F&B Sales Revenue Cost of Business Incentive $20,000
66% or Less of F&B Sales Revenue Cost of Business Incentive $25,000
65.50% or Less of F&B Sales Revenue Cost of Business Incentive $30,000
64% or Less of F&B Sales Revenue Cost of Business Incentive $35,000*F oo d and Beverage Sales is defined in Section 14 of the Agreement.
At Owner's sole expense, Owner may elect to have the Catering Facility's financial
records related to this Agreement audited, to any extent and at any reasonable time
deemed appropriate by Owner, by independent public accountants selected by Owner,
at Owner's cost, which cost shall not be borne by the operation.
16. SETTLEMENT OF ACCOUNTS:
(a)Within fifteen (15) working days after the end of each Accounting Period,
Manager shall prepare and submit to Owner an operating statement setting
forth Food and Beverage Sales, Cost of Business and all other operating costs
of the Catering Facility incurred during the preceding Accounting Period and
any other information concerning the Catering Facility's operations which
Owner may reasonably request. Owner shall prepare and submit to Manager a
statement of revenues for the prior Accounting Period within fifteen (15)
working days after the beginning of each Accounting Period.
(b)Owner shall wire transfer to Manager each month the amount of money
representing a Cost of Business incurred for which Manager has provided
information in sufficient detail for Owner to ascertain that the amount
requested is accurate and represents an element of the Cost of Business.
(c)Manager shall pay all operating expenses of the Catering Facility in
accordance with its standard operating procedures.
(d)Owner will handle all billing and collection for Catering Facility events.
Owner is responsible for Manager's costs if third parties fail to pay Owner for
catering event.
17. COMMENCEMENT OF SERVICES: Manager agrees to commence the performance
of services under this Agreement on the first day of the term of this Agreement, and
services shall continue to be provided during the term of this Agreement until this
Agreement is terminated at any time for any reason by one of the parties in
accordance with the provisions of this Agreement.
18. TERM AND TERMINATION:
(a)The term of this Agreement shall be five (5) years commencing January 1,
2015. 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.
(b)In addition this Agreement may be terminated by the Owner without cause at
any time by delivery of sixty (60) days written notice delivered to Manager,
and may be terminated by Manager without cause at any time by delivery of
one hundred twenty (120) days written notice delivered to Owner.
(c) In the event of dissolution, termination of existence, business failure,
appointment of a receiver, assignment for the benefit of creditors or the
commencement of any proceeding under any bankruptcy or insolvency law, or
the service of any attachment, levy, or similar process involving either
Manager or Owner, the other party may at its sole option immediately
terminate this Agreement upon giving notice as provided in Paragraph 21.
(d) Notwithstanding any other provision herein to the contrary, if the right of the
Owner to enter into and perform its obligations under this Agreement is
enjoined by a court of competent jurisdiction, the period during which such
injunction is effective shall be deemed not to be a part of the term of this
Agreement, and the Manager shall not be entitled to any compensation for any
resulting reduction of the term of this Agreement. In addition, if the right of
the Owner to enter into and perform its obligations under this Agreement is
directly or indirectly challenged in a court of law, then the Owner may at its
discretion, terminate this Agreement upon delivery of not less than 15 days
notice to Manager.
19.ATTORNEY FEES: In the event of a controversy between the parties pursuant to this
Agreement requiring the institution of legal proceedings by one party against the
other, each party in such proceeding shall be responsible for payment of its own
attorney's fees for services rendered in connection with the controversy and
proceedings unless a court of competent jurisdiction determines pursuant to
Minnesota Statutes, Section 549.21 that a claim is brought or defended in bad faith,
asserts a claim or defense that is frivolous and that is costly to the other party assets
an unfounded position solely to delay the ordinary course of proceedings or to harass
or commits a fraud upon the court. Legal expenses incurred by Manager, with consent
of Owner, in connection with the legal affairs between the Owner and third parties (as
contrasted to legal controversies between Owner and the Manager) shall be paid for
by Owner and shall be included in the Cost of Business as defined in Paragraph 13
hereof.
20.ASSIGNMENT: This Agreement shall not be assignable by either party without the
prior written consent of the other party.
21. NOTICES: All written notices provided for in this Agreement shall be given by
United States certified or registered mail, postage prepaid and return receipt
requested, and addressed as follows:
IF TO OWNER Economic Development Authority
Of the City of Brooklyn Center
6301 Shingle Creek Parkway
Brooklyn Center, Minnesota 55430
Attention: Cornelius Boganey
and
Economic Development Authority
Of the City of Brooklyn Center
6155 Earle Brown Drive
Brooklyn Center, Minnesota 55430
Attention: Bruce Ballanger
IF TO MANAGER Flik International Corp.
3 International Drive
Rye Brook, NY 10573
10
Scott Davis, President
and
Compass Group USA, Inc.
Attn: General Counsel
2400 Yorkmont Road
Charlotte, NC 28217
Fax: 704-328-7998
22.GOVERNING LAW: This Agreement shall be governed by the laws of the State of
Minnesota.
23.NATURE OF RELATIONSHIP: Nothing contained in this Agreement shall be
construed to create a partnership or joint venture between Owner and Manager. Save
and except for the powers specifically granted to the Manager by this Agreement,
Manager shall have no authority to enter into contracts or agreements on Owner's
behalf without first obtaining Owner's written approval.
24.MODIFICATION: ENTIRE AGREEMENT: WAIVER: This Agreement cannot be
modified orally, or by course of conduct, but only in writing signed by a duly
authorized officer or agent of each party. This Agreement contains the entire
understanding of the parties with respect to the subject matter. No waiver of any
default shall be construed to be or constitute waiver of any subsequent defaults.
25.RESTRICTIONS ON ADVERTISING: The Owner shall not use paid advertising for
the Catering Facility which uses the name of the Manager or any of its related
agencies without the prior consent of the Caterer.
26. AGREEMENT NOT TO COMPETE: During the term of this Agreement Manager
shall not own, operate, manage, or otherwise provide food or catering services to
any convention center, banquet facility, special occasion restaurant, historic inn, or
other similar facility within a two hundred (200) 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
service, at locations listed in Exhibit B attached hereto, at the Heartwood Conference
Center (formerly known as Schwan Retreat) located at N10884 Hoinville Road,
Trego, WI 54888 and at such other mutually agreed locations which Owner may
approve from time to time on a case by case basis. Owner agrees it will not
unreasonably withhold or delay such consent which shall be set forth in writing.
Effective January 1, 2015, Manager will pay Owner such Signing Bonus of Ten
Thousand Dollars ($10,000) to be paid at the close of each calendar year, for so long
as Manager operates the Ameriprise Conference Center (prorated for partial years).
Owner will pay Manager a referral fee ("Referral Fee") for each event Manager refers
to the Ameriprise Conference Center located at One Oak Ridge Drive, Chaska, MN
("Ameriprise") which results in a signed contract (with 1-3 years) and completed
event. Such Referral Fee shall equal three percent (3%) of the actual revenue
generated by the referred event (or events depending on whether the signed contract is
11
for a single event or multiple year events) and will be paid to Manager within thirty
(30) days after the conclusion of the referred event.
In addition, the parties agree the Owner of Ameriprise will pay its Manager the same
Referral Fee as set forth above and will amend its contract accordingly to include the
same referral terms as set forth herein.
27. PERFORMANCE BOND: Manager shall provide a performance bond, issued by a
surety which is authorized to do business in Minnesota and acceptable to Owner,
issued in the amount of Three Hundred Fifty Thousand Dollars ($350,000) to assure
the full and faithful performance of the Manager under this Agreement and any
written modifications hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.
ECONOMIC DEVELOPMENT FLIK INTERNATIONAL CORP
AUTHORITY IN AND FOR THE
CITY OF BROOKLYN CENTER
By: - By:
Name: Name: Scott Davis
Title: - Title: President
Date: Date:
12
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15
Exhibit C
Owner's Representative:
Name: Bruce Ballanger
Telephone Number: 763-569-6302
Cell Phone: 763-286-1168
Manager's Representative:
Name: Cory Gigstead
Telephone Number: 763-569-6312
Cell Phone: 612-414-9108
Page Number: 763-214-7017
16
DATWT4/DWYY)
]PRODUCER IIYSCERTJF ICA.TEIS ISSUEDASAATFERO}JNPORMATIONONLY
A I1 RISk surylces, inc. of the cariinao1 1 West Trade Street AND CONFERS NOO110HTS U3'ON ISlE CERTIFICATE HOLDER. TMS
2400 Interstate Tower CERTIFICATE DOESIIOTAIkIE1OD, EXTEND OR ALTERThE
charlotte iC 28202 USA COVAGEA1PO9iDEDUYflIEFOLlCIESUELO\V.
2llSuItEItS AFFORDING COVERAGE
yooSr.(866) 283-7124 700. (866) 430-1035
INSURER- Aulorlcan Enrich Ins CoMUMFlik xoternattonal Corp. MleI'iCaII Guarantee & Liability Ins Co
A Dlvi sloe of Compass Group USA, inc.
2400 Yorkoont Road nwuoozc Zurich American Ins Co of Illinois
-Charlotte Cc 28217-4611 USA Ins Co19$00050 Zurich American -C
nil005ee, Ace MSrICSO Insurance Company
Th0I'O$.ICIES 0F INSURANCE LISTED BELOW HAVE BEEN I100IDTO THE 01000 O0000C FORTSE POLICY PERIOD nlo$CA00D,WOTVOTUSTAWSIOQ
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AGGREGATE LIMITS 5110004 I,IAY HAVEUEEI1 RSOI3C000Y PAID CLAII.IS.
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17
Attachment to ACORI) Certificate for P11k international Corp.
The terms, conditions and provisions noted below are hereby attached to the captioned Certificate an additional description of the
coverage afforded by the Dauaer(s). This attachment deco not contain all (coos, conditions, coverogcs or exclusions tootatoed In the
policy.
INSURED
________________________________________
stssjiaott F Nnerican Xnternatianl specialty Lines
Flik International Corp. INSURER
A Division of Compass sroop USA, Inc.2400 Yorks,ost Road INSURERCharlotte cc 20217-4611 USA
INSURER
INSURER
ADDITIONAL ifs policy below does not Include Ilaott lnfononttso, refer to the corresponding pett' on tIes ACOI1DPOLICIES cesliftcate form for nottcv Snails,
tone
LIE TYPEOFVi5oItasCE nOUcYneMsEn
POLtcYDtSCmflsos
caticoerrecmves'Aao
roancycunsnosiossore LOOTS
excess LIABILITY
E 70KA14309
excess Liability (1st 09/30/04 09/30/05 A,99regate
520,0o,000
EachOcCUrrar,cO S10,000,000
Products/camplated 0 510.000,005
wosxcnS COMPENSATION
-
A
i1834437504
iorkers Compensation (cx 09/30/04 09/30/Os
eascoarston nroernaseonctocA1sosnu,nctusnscLoalsas,5,,nmioy000eesrarrnsneec,ne000 0 0n
Certificate Not 570011116203
18
EXHIBIT E
Updated Employees/Wages and Salaries
January 1, 2015
Position
General M anager *
Food & Beverage M anager *
Director of Catering S a l es *
Catering Sales M anager *
Executive Chef
Sous CheP
Line Cook
Prep/Utility
Dishwasher
Banquet Manager
Salary Range
$60,000 - $75,000
$42,000 - $58,000
$44,000 - $59,600
$35,000 - $45,000
$58,000 - $75,000
$38,000 - $48,000
$11.00 —$18.00 per hour
$9.00 or minimum wage —$14.00 per hour
$9.00 or minimum wage —$13.00 per hour
$9.00 or minimum wage —$13.00 per hour +
Service Charge
Waitperson Minimum Wage + Service Charge
Bartender $7.25 - $9.00 per hour + Service Charge
* The parties agree the annual salary increases shall be negotiated on an annual basis.
19