4.7 SR 11-07-2022To
Mayor and City Council
Agenda Section Meeting Date
Consent November 7, 2022
Item Description
SBC Agreement
Request for Action
Item Number
4.7
Prepared by
Cal Portner, City Administrator
Reviewed by
Peter Beck, City Attorney
Reviewed by
Action Requested
Approve, bar motion, an agreement terminating the management agreement between the City of Elk River and
Serrano Brothers Catering.
Background/Discussion
The city and Serrano Brothers Catering (SBC) entered into a management agreement for concessions and
exclusive catering at the Furniture & Things Community Event Center.
SBC made a number of investments into the concession stand to convert it to a hill cafe kitchen. Operational and
pandemic challenges resulted in a scenario in which continuing the partnership vas not in the interest of either
party.
Financial Impact
SBC proposed and the city accepted a payment of $40,000 to SBC for termination of the management agreement.
The payment will reimburse SBC for some of its estimated $150,000+ investment in improvements and
equipment for the concession stand all of which will become the property of the city. The agreement also settles
any and all claims between SBC and the city related to the management agreement.
Mission/Policy/Goal
Elk River Nlission Statement
Attachments
■ Agreement
The Elk River Vision
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AGREEMENT
THIS AGREEMENT ("Agreement") is entered into effective October 17, 2022, by and
between the CITY OF ELK RIVER (the "City") and CHOW MIXED GRILL & BBQ, LLC, d/b/a
SERRANO BROTHERS CATERING ("SBC").
RECITALS
1. On January 4, 2021, the City and SBC entered into a Concession and Catering
Services Management Agreement ("Management Agreement") pursuant to which SBC would
provide concession, catering and related services to the City's Multi -Purpose Facility ("MPF"),
now known as the City of Elk River Furniture and Things Community Event Center.
2. The parties have mutually agreed that it is in the best interest of both parties and
the MPF to terminate the Management Agreement.
THEREFORE, in consideration of the mutual promises set forth herein, it is agreed by and
between the City and SBC as follows:
A. The Management Agreement shall be terminated effective October 17, 2022.
B. In consideration for improvements made to the MPF by SBC, and for food service
equipment provided to the MPF by SBC, which improvements and equipment SBC estimates to
have cost it in excess of $150,000, the City shall pay to SBC, within 30 days of the City's execution
of this Agreement, the sum of Forty Thousand Dollars ($40,000). SBC represents and warrants
that all of said improvements and equipment have been fully paid for by SBC and that no third
party has any claim or claims against SBC, the MPF or the City for services or equipment provided
to the MPF at SBC's request.
C. In consideration for the payment to be made by the City as provided in paragraph B
above, SBC relinquishes all claims against the City related in any way to the Management
Agreement including, without limitation:
All claims related to improvements made to the MPF by SBC at SBC's cost;
2. All claims for food service equipment provided to the MPF by SBC, all of
which food service equipment located within the MPF as of the effective date of this
Agreement shall remain at the MPF and become the property of the City; and
3. All claims for damages to SBC related in any way to the Management
Agreement or the parties' relationship and communications related to the Management
Agreement.
D. In consideration of SBC's agreement to relinquish all claims against the City related
to the Management Agreement, the City agrees to relinquish all claims against SBC related in any
way to the Management Agreement including, without limitation:
I. All claims for Management lees as provided for in Article IV of the
Management Agreement; and
2. All claims for damages to the City related in any way to the Management
Agreement or the parties' relationship and communications related to the Management
Agreement,
E. The parties further agree that the City is free to move forward, and to contract with
any other party or parties, to provide concession and/or catering and related services to the MPF
in any way that the City determines, in the City's sole discretion, is in the best interest of the City
and the MPF. The parties acknowledge that this may include, at any point in the future, the City
providing concession and/or catering and related services to the MPF with its own staff and/or
through agreement with third parties, which may or may not be exclusive agreements.
F. The City agrees that if the City determines to provide catering services to the MPF
via a model that includes the City vetting and approving two or more caterers, SBC shall have the
right to apply for approval as an "approved" caterer and to be considered for approval on the same
terms as other applicants. However, the City shall retain the right to make all final decisions on
how many caterers to approve and who to approve. The City shall also retain the right to, at any
point in the future, return to an exclusive concession and/or catering model, and to decide who to
contract with for such services.
G. General Provisions
1. Neither this Agreement, nor any term or provision hereof, may be changed,
waived, discharged or terminated, except by a written instrument signed by both parties
hereto.
2. If any provision of this Agreement shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby and shall
remain in effect and enforceable.
3. By signing this Agreement, the signatories below represent and warrant that
they have the authority to bind their respective party to the terms hereof.
2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
CITY OF ELK RIVER
By:
John J. Dietz
Its Mayor
By:
Tina Allard
Its City Clerk
CHOW MIXED GRILL & BBQj LLCI
d/b/a SERRANO BROTHERS CATERING
By: 711�
Scott 134ulock
Its President
By:
Marco Serrano
Its Vice Presiden(.,'/
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