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Home My WebLink About6.d. Approval of Amendment to Shenanigan’s Pub Class A On-Sale Liquor License and Special Sunday Liquor License4ROSEMOUNTEXECUTIVE SUMMARY CITY COUNCIL City Council Regular Meeting: September 17, 2013 AGENDA ITEM: Approval of Amendment to Shenanigan's AGENDA SECTION: Pub Class A On -Sale Liquor License and Consent Special Sunday Liquor License PREPARED BY: Amy Domeier, City Clerk AGENDA NO. ATTACHMENTS: Management Agreement APPROVED BY: Qaj RECOMMENDED ACTION: Motion to approve the Management Agreement between Courtney Lerdon of CPL, LLC dba Shenanigan's Pub and Dale Stapf, Brandon Barth, Justin Lecher of Trifecta Hospitality, LLC and Michael Hermann of Montgomery Meadows, Inc. ISSUE A Class A On -Sale Liquor License and Special Sunday Liquor License amendment request has been made by Shenanigan's Pub ( "Shenanigan's ") to allow for change in management of the establishment. SUMMARY Courtney Lerdon of CPL, LLC received an On -Sale Class A and Special Sunday liquor license for the Shenanigan's premise located at 14605 South Robert Trail in January, 2013. Mr. Lerdon has been leasing the building and operating it as Shenanigan's per the conditions of a Buy Sell Agreement with the current owners. However, Mr. Lerdon has not met all the requirements of the agreements with the current owner and is looking to relinquish his liquor license. Dale Stapf, Brandon Barth and Justin Lecher of Trifecta Hospitality, LLC ( Trifecta) have applied for a Class A On -Sale Liquor License and Special Liquor License for the Shenanigan's Pub location. All three have passed the background check conducted by the Rosemount Police Department. Due to the 10 day publication requirement for the Public Hearing on the new license, Trifecta is requesting to operate the current business under a management agreement until their liquor license application is formally approved. The Public Hearing is scheduled for October 1, 2013. City Attorney LeFevere has reviewed the proposed management agreement. Staff is requesting that City Council approve the management agreement so that Trifecta may begin their operations while waiting for formal approval. MANAGEMENT AGREEMENT This Management Agreement is made as of the 15" day of September, 2013 by and between, COURTNEY LERDON, of CPL, LLC, dba SHENANIGAN'S PUB ("Owner") and DALE STAPF, BRANDON BARTH, and JUSTIN LECHER, of TRIFECTA HOSPITALITY, LLC ( "collectively referred to as "Manager"), and MICHAEL HERRMANN, of MONTGOMERY MEADOWS, INC ("Landlord'). On August 27th, 2013, Owner and Manager entered into a Buy / Sell Agreement ( "Agreements ") for the sale of all Business Assets from Owner to Manager relating to the business known as "Shenanigan's Pub" (the "Business"); On August 274h, 2013, Landlord and Manager entered into a Lease Agreement and also a Buy / Sell Agreement ( "Agreements ") for the sale of all Real Estate from Landlord to Manager relating to the Real Estate Plot "Auditor's Subdivision No. 1, Rosemount, lots 55, 54, and 61" ( "Real Estate "); The Agreements are subject to and contingent upon the Manager obtaining the proper licenses, from the city of Rosemount, (the "City ") necessary to operate the Business; On October 1st, 2013, Owner and Manager will execute Agreements conditionally closing the transfer of the Business to Manager, subject to Manager obtaining said licenses; On October 1st, 2013, Landlord and Manager will execute Agreements conditionally closing the transfer of the Real Estate; Until Manager obtains said Licenses, the parties desire to enter into this Management Agreement to provide for the operation of the Business; Therefore, in consideration of the premises and the mutual promises and covenants contained herein, Owner and Manager agree as follows: ARTICLE I Exclusive Agency Owner hereby appoints Manager the sole and exclusive manager of the Business located at 14605 South Robert Trail, Rosemount, Minnesota and Manager hereby accepts such appointment. ARTICLE H Term of Management Agreement 1 of 5 This Management Agreement shall be effective as of the date of execution of the Management Agreement and shall continue until such time as Manager has obtained all of the necessary licenses for the operation of the Business. ARTICLE III Termination A. Notwithstanding the provisions of Article II above to the contrary, this Management Agreement may be terminated, at which time the obligations of the parties hereunder will cease, upon the following events: 1. If a petition for bankruptcy, reorganization or arrangement is filed by either party, or if either party shall make an assignment for the benefit of creditors or take advantage of any insolvency act, the other party may terminate this Management Agreement upon ten (10) days prior written notice to the other party; 2. If Owner or Manager defaults in the performance of any of their respective duties and obligations hereunder, the non - defaulting party may terminate this Management Agreement upon thirty (30) days prior written notice to the defaulting party, unless such default is cured within the said thirty (30) day period; 3. Manager is unable to obtain all necessary licenses for the operation of the Business, including, but not limited to licenses necessary for the Business to serve beverage alcohol. B. Upon termination of this Management Agreement the parties shall forthwith execute any and all documentation to transfer all assets of the Business to Manager. ARTICLE IV Manaaement of Business A. Manager Duties Manager shall manage the Business in an efficient and businesslike manner. B. Owner Duties Owner shall oversee the operation of the Business and have final authority over significant decisions involving the Business C. Employees 2 of 5 All persons employed in the operation of the Business shall be employees of Manager or a legal entity owned or controlled by Manager. Manager shall make disbursements and deposits for all compensation and other amounts payable with respect to such persons who are employed in the operation of the Business, including, but not limited to, unemployment insurance, social security, worker's compensation and other charges imposed by governmental authority. Manager shall maintain complete payroll records. For purposes of this Management Agreement Manager may designate a Payroll company to complete these duties. D. Accounting/Financial Reporting Manager, at its expense, shall maintain or cause to be maintained a complete, detailed, and accurate set of books of account in which shall be entered fully and accurately daily transactions and daily sales with respect to the operation of the Business. Such books shall be kept on a cash basis, and shall itemize all items of income and expense. The Owner, at its sole expense, shall have the right at all reasonable times during usual business hours to audit, examine, and make copies of or extracts from the books of account of the Manager. Such right may be exercised through any agent or employee of the examining party designated in writing by it or by an independent certified public accountant designated by such examining party. E. Compensation As compensation for management of the Business, Owner shall pay Manager a monthly management fee of one hundred percent (100 %) of all the gross profits from the management of the Business, excluding profits related to the sale of alcoholic beverages. Manager shall receive no compensation related to the sale of alcoholic beverages. ARTICLE V A. Independent Contractors It is expressly understood and agreed that Manager will act as an independent contractor in performance of this Management Agreement. No provision hereunder shall be intended to create a partnership or a joint venture with respect to the Business or otherwise. B. Notice Any notice required or permitted under this Management Agreement shall be given when actually delivered or when deposited in the United States mail as certified mail, addressed as follows: 3 of 5 To Owner: CPL, LLC Attn: Courtney Lerdon 14605 South Robert Trail Rosemount, MN 55068 To Manager: Trifecta Hospitality, LLC Attn: Dale Stapf 18618 Egret Way Farmington, MN 55024 To: Landlord: Montgomery Meadows, Inc. Attn: Michael Herrmann 703 Columbus Ave S New Prague, MN 56071 Or any other addresses specified from time to time by either party in writing. C. Assignment and Amendment All terms and conditions of this Management Agreement shall be binding upon the parties hereto and their respective successors and assigns. This Management Agreement may not be modified or amended except by written agreement of the parties. D. This agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 4of5 The parties have executed this Management Agreement as of the date written above. Dated: �)R-7 /3 Dated: 2-'7 13 Dated: 0'7? 5 of 5 IC1AZI M CPL, LLC Courtney Lerdon, Owner MANAGER: TRIFECTA HOSPITALITY, LLC Dale Stapf, Manager LANDLORD: MONTGOMERY MEADOWS, INC Michael Herrmann, Owner