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97-1353Council File # Q / 7"/�� Green Sheet # � ��Q 7 �lri � �i�l'J� Presented By 1 2 3 � 6 7 8 9 10 11 12 13 14 15 16 17 18 Referred to Committee: Date WHEREAS, Minnesota Landmarks Inc. and BCED Minnesota Inc. were initial signatures on the Carousel Permit and Operations Aareement dated March 1, 1990; and WHEREAS, BCED Minnesota Incorporated no longer manages or owns property in the City's Town Square; and WHEREAS, Minnesota Landmarks Inc. and BCED Minnesota Inc. have not been active in Cafesjian's Carousel, board meetings, operations and other a£fairs Por at least Pive and one ha1P years; and WHEREAS, both BCED Minnesota Inc. and Minnesota Landmarks Inc. desire to be removed £rom all agreements pertaining to Cafesjian's Carousel; and WHEREA5, their removal will improve the abilities of the City o£ Saint Paul, the Housing and Redevelopment Authority and Our Fair Carousel Inc. to make decisions and enter into agreements regardinq the Carousel; NOW THEREFORE BE IT RESOLVED, that the City Council of Saint Paul directs the proper City officials to enter into the attached agreement that amends the Carousel Permit and Operations Aareement by removing BCED Minnesota Inc. and Minnesota Landmarks Inc. from said agreement. e �� Yeas �� Nays II Absent �� Blakey �� Bostrom �� Collins_�� xarris_ �� Megard �� Morton �� Thune ii 11 jL_�II I �====_______'-�== 5 ='-�=_�- I =__�'--==� Adopted by Council: Date "�� ,�� `,�g,� � Requested by: � Division of Parks and Recr�ation \\� By. �-�^�.,J �� Form Approved by City Attorney BY� �_Tl1L�s� � �� by Mayor for Submission to ��1`�� Adoption Certi£ied by Council Secretary GREEN SHEET � 5 � NO 37_ 197 DEPARTMENT/OFFICE/COUNQL DA7E INRIATED Parks and Recreation 70/21/97 CONfACT PERSON AND PHONE MRIAUDAiE INITIAL/DATE Vic Wittgenstein 266-6409 � � DEPARTMENTDIFECTOF s CITYCOUNCIL AS516N NUMBER FOH Z CITY ATfORNEY r J CRY CLEFK MUST BE ON COUNQL AGENDA BY (DA'f� NOIrtING OfiDEft 3 Fnanc�ai Services 7 Chief Accoun[ant q,$,q,p, a Mayor�OR ASSISTA 8 Parks and Recreation TOTAL S OF SIGNA"NRE PAGES � (CL�P ALL LOCATIONS FOR SIGNAIURE) ACTION REQUESiED: Signatures of Superintendent of Parks and Recreation, City Attorney, Director of Financial Services, Mayor, City Clerk and Chief Accountant. Also passage by the City Councii of the attached resolution directing staff to enter into the amendment to the Carousel Permit and Operations Agreement removing BCED Minnesota Inc. and Minnesota Landmarks Inc from said Agreement. RECOMMENDATIONS: Approve (A1 or Reject (N PEHSONAL SERVICE CONiAACTS MUST AIVSWEH THE FOLLOWING QUESiIONS: _PLANNING COMMISSION _CIVIL SERVICE COMMISSION �, Has [his person/firm ever worked untler a conhact for this tl¢partment? CIB COMMITTEE _ VES NO A STAFF _ 2. Has this person/firm ever been a ciry employee? YES Np _DISTRICT WUNpL — 3. Does this person/firm possess a skill no[ nortnally possessed by any current ciry employee? SUPPORTS WHICH COUNCIL OBJECTIVE? VES NO Ezplain all yes answers on separate sheet and attach to 9�ee� shee[. INITIATING PROBLEM, ISSUE, OPPORTUNITY IWho, Whaq When, Where, Why): When Cafesjian's Carousel was originally installed in Town Square Park, Minnesota Landmarks and BCED Corporation were parties to the original "Carousel Installation Permit and Operations Agreement". Presently neither party has been active in Carousel dealings. BCED no longer owns or manages the Town Square property. Both Landmarks and BCED wish to be removed from the Agreement. ADVANTAGES IF APPROVED: Decision making on Cafesjian's Carousei issues become easier as only the City and Our Fair Carousel Inc. remain on the Agreement. DISADVANTAGES IF APPROVED: {�j�y�j+ [Lu�.d. n��+tar v��.� rpJC id1 �11 �1 None �� (��U e� 1997 �CT 3 0 1997 . DISADVANTAGES IF NOT APPROVED: 3 �� R �" �� + � BCED and Landmarks no longer participate in Carousel issues so if this amendment is not approved decision making is diiiicult and cusnbersome. TOTAI AMOUNT OF TR4NSACTION V -O- COSLREVENUE eUDGETED (CIHCLE ONEI VES NO FUNDINGSOURCE N/A ACTNT'NUMBER N/A FINANCIAL INFORMATION: (EXPLAIN� There is no financial impact with this transactions. , , /'7 - /�353 AMENDMBNT TO THE CAROUSEL INSTALLATION, PERMIT AND OPERATIONS AGREEMENT THIS AMENDMENT to the CAROUSEL AGREEMENT which was entered into on March l, 1990, by and between the City of Saint Paul, a municipal corporation of the State of Minnesota ("City"), BCED Minnesota, Inc., a Minnesota for profit corporation ("BCED"), Minnesota Landmarks, Inc., a Minnesota non-profit corporation ("Landmarks") and Our Fair Carousel, Inc., a Minnesota non-profit corporation ("OFC"), is made and entered into this day of , 1997, by and between the same parties to the CAROUSEL AGREEMEI3T . WITNESSETFI : WHEREAS, the City, BCED, Landmarks and OFC entered into an Agreement effective March 1, 1990 for the purpose of agreement to the terms and conditions of the proposed installation and operation of a Carousel in Town Square Park; and WHEREAS, BCED assumed obligations under the CAROUSEL AGREEMENT for preparing the site in the Loft of Town Square Park, paying for construction necessary, paying for the cost of removal and transportation to a relocation site of the trees, shrubs and plants which were removed from the Town Square Park, paying the costs of restoring the Loft upon removal of the Carousel and Kiosk under certain conditions and providing routine security for the Carousel and Kiosk, all as more particularly set forth in said CAROUSEL AGREEMENT; and WHEREAS, Landmarks agreed to assist OFC in the area of fund- raising for the restoration and endowment funds, preparation of an Operating Plan and preparation of an Operating Budget; and WHEREAS, both Landmarks and HCED have met the initial obligations they assumed under the CAROUSEL AGREEMENT, and they no longer play a role in the ongoing operation or management of the Carousel; NOW, THEREFORE, the City, OFC, Landmarks and BCED for good and valuable consideration received by each of them, the receipt and sufficiency of which are hereby mutually acknowledged, hereby agree as follows: 1. That BCED has met all of the obligations it covenanted and agreed to perform to prepare the site for installation of the Carousel, to pay for the work necessary prior to the installation, and to provide routine security for the Carousel and Kiosk during its location. 2. That the removal of the Carousel from Town Square Park was pursuant to an Amendatory Agreement dated December 22, 1995 between OFC and the City, and was not initiated pursuant to the request of ,, . BCED. �7- /�3.53 3. That BCED is no longer involved in the operation of Town Square Park, and shall be removed as a party from the CAROUSEL AGREEMENT and shall have no further responsibilities to the City, OFC, or Landmarks as a result of said agreement, excepting only existing claims which may have been made as a result of Paragraph IV.C. of the CAROUSEL AGREEMENT. 4. That Landmarks has met the obligations it covenanted and agreed to perform to assist OFC in preparation of an Operating Plan and Operating Budget, and is no longer involved in the assistance with fund-raising for the Carousel restoration and endowment funds. 5. That Landmarks shall be removed as a party from the CP.ROUSEL AGREEMENT and shall have no further responsibilities to the City, OFC or BCED. IN WITNESS WHEREOF, the parties have executed this Amendatory Agreement as of the day and year first written above. FOR OUR FAIR CAROUSEL: ��, 7 Its Secretary FOR SAINT PAUL: By Mayor By Superintendent of Parks & Recreation FOR MINNESOTA LANDMARKS, INC. / �r�, , � 6 , , ��;_ ,l . By Director, Departtnent of Finance & Management Approved as to form: �� Assi t City Attorney EOR BE MINNESOTA, INC. F/K/A BCED MINNESOTA, INC. Council File # Q / 7"/�� Green Sheet # � ��Q 7 �lri � �i�l'J� Presented By 1 2 3 � 6 7 8 9 10 11 12 13 14 15 16 17 18 Referred to Committee: Date WHEREAS, Minnesota Landmarks Inc. and BCED Minnesota Inc. were initial signatures on the Carousel Permit and Operations Aareement dated March 1, 1990; and WHEREAS, BCED Minnesota Incorporated no longer manages or owns property in the City's Town Square; and WHEREAS, Minnesota Landmarks Inc. and BCED Minnesota Inc. have not been active in Cafesjian's Carousel, board meetings, operations and other a£fairs Por at least Pive and one ha1P years; and WHEREAS, both BCED Minnesota Inc. and Minnesota Landmarks Inc. desire to be removed £rom all agreements pertaining to Cafesjian's Carousel; and WHEREA5, their removal will improve the abilities of the City o£ Saint Paul, the Housing and Redevelopment Authority and Our Fair Carousel Inc. to make decisions and enter into agreements regardinq the Carousel; NOW THEREFORE BE IT RESOLVED, that the City Council of Saint Paul directs the proper City officials to enter into the attached agreement that amends the Carousel Permit and Operations Aareement by removing BCED Minnesota Inc. and Minnesota Landmarks Inc. from said agreement. e �� Yeas �� Nays II Absent �� Blakey �� Bostrom �� Collins_�� xarris_ �� Megard �� Morton �� Thune ii 11 jL_�II I �====_______'-�== 5 ='-�=_�- I =__�'--==� Adopted by Council: Date "�� ,�� `,�g,� � Requested by: � Division of Parks and Recr�ation \\� By. �-�^�.,J �� Form Approved by City Attorney BY� �_Tl1L�s� � �� by Mayor for Submission to ��1`�� Adoption Certi£ied by Council Secretary GREEN SHEET � 5 � NO 37_ 197 DEPARTMENT/OFFICE/COUNQL DA7E INRIATED Parks and Recreation 70/21/97 CONfACT PERSON AND PHONE MRIAUDAiE INITIAL/DATE Vic Wittgenstein 266-6409 � � DEPARTMENTDIFECTOF s CITYCOUNCIL AS516N NUMBER FOH Z CITY ATfORNEY r J CRY CLEFK MUST BE ON COUNQL AGENDA BY (DA'f� NOIrtING OfiDEft 3 Fnanc�ai Services 7 Chief Accoun[ant q,$,q,p, a Mayor�OR ASSISTA 8 Parks and Recreation TOTAL S OF SIGNA"NRE PAGES � (CL�P ALL LOCATIONS FOR SIGNAIURE) ACTION REQUESiED: Signatures of Superintendent of Parks and Recreation, City Attorney, Director of Financial Services, Mayor, City Clerk and Chief Accountant. Also passage by the City Councii of the attached resolution directing staff to enter into the amendment to the Carousel Permit and Operations Agreement removing BCED Minnesota Inc. and Minnesota Landmarks Inc from said Agreement. RECOMMENDATIONS: Approve (A1 or Reject (N PEHSONAL SERVICE CONiAACTS MUST AIVSWEH THE FOLLOWING QUESiIONS: _PLANNING COMMISSION _CIVIL SERVICE COMMISSION �, Has [his person/firm ever worked untler a conhact for this tl¢partment? CIB COMMITTEE _ VES NO A STAFF _ 2. Has this person/firm ever been a ciry employee? YES Np _DISTRICT WUNpL — 3. Does this person/firm possess a skill no[ nortnally possessed by any current ciry employee? SUPPORTS WHICH COUNCIL OBJECTIVE? VES NO Ezplain all yes answers on separate sheet and attach to 9�ee� shee[. INITIATING PROBLEM, ISSUE, OPPORTUNITY IWho, Whaq When, Where, Why): When Cafesjian's Carousel was originally installed in Town Square Park, Minnesota Landmarks and BCED Corporation were parties to the original "Carousel Installation Permit and Operations Agreement". Presently neither party has been active in Carousel dealings. BCED no longer owns or manages the Town Square property. Both Landmarks and BCED wish to be removed from the Agreement. ADVANTAGES IF APPROVED: Decision making on Cafesjian's Carousei issues become easier as only the City and Our Fair Carousel Inc. remain on the Agreement. DISADVANTAGES IF APPROVED: {�j�y�j+ [Lu�.d. n��+tar v��.� rpJC id1 �11 �1 None �� (��U e� 1997 �CT 3 0 1997 . DISADVANTAGES IF NOT APPROVED: 3 �� R �" �� + � BCED and Landmarks no longer participate in Carousel issues so if this amendment is not approved decision making is diiiicult and cusnbersome. TOTAI AMOUNT OF TR4NSACTION V -O- COSLREVENUE eUDGETED (CIHCLE ONEI VES NO FUNDINGSOURCE N/A ACTNT'NUMBER N/A FINANCIAL INFORMATION: (EXPLAIN� There is no financial impact with this transactions. , , /'7 - /�353 AMENDMBNT TO THE CAROUSEL INSTALLATION, PERMIT AND OPERATIONS AGREEMENT THIS AMENDMENT to the CAROUSEL AGREEMENT which was entered into on March l, 1990, by and between the City of Saint Paul, a municipal corporation of the State of Minnesota ("City"), BCED Minnesota, Inc., a Minnesota for profit corporation ("BCED"), Minnesota Landmarks, Inc., a Minnesota non-profit corporation ("Landmarks") and Our Fair Carousel, Inc., a Minnesota non-profit corporation ("OFC"), is made and entered into this day of , 1997, by and between the same parties to the CAROUSEL AGREEMEI3T . WITNESSETFI : WHEREAS, the City, BCED, Landmarks and OFC entered into an Agreement effective March 1, 1990 for the purpose of agreement to the terms and conditions of the proposed installation and operation of a Carousel in Town Square Park; and WHEREAS, BCED assumed obligations under the CAROUSEL AGREEMENT for preparing the site in the Loft of Town Square Park, paying for construction necessary, paying for the cost of removal and transportation to a relocation site of the trees, shrubs and plants which were removed from the Town Square Park, paying the costs of restoring the Loft upon removal of the Carousel and Kiosk under certain conditions and providing routine security for the Carousel and Kiosk, all as more particularly set forth in said CAROUSEL AGREEMENT; and WHEREAS, Landmarks agreed to assist OFC in the area of fund- raising for the restoration and endowment funds, preparation of an Operating Plan and preparation of an Operating Budget; and WHEREAS, both Landmarks and HCED have met the initial obligations they assumed under the CAROUSEL AGREEMENT, and they no longer play a role in the ongoing operation or management of the Carousel; NOW, THEREFORE, the City, OFC, Landmarks and BCED for good and valuable consideration received by each of them, the receipt and sufficiency of which are hereby mutually acknowledged, hereby agree as follows: 1. That BCED has met all of the obligations it covenanted and agreed to perform to prepare the site for installation of the Carousel, to pay for the work necessary prior to the installation, and to provide routine security for the Carousel and Kiosk during its location. 2. That the removal of the Carousel from Town Square Park was pursuant to an Amendatory Agreement dated December 22, 1995 between OFC and the City, and was not initiated pursuant to the request of ,, . BCED. �7- /�3.53 3. That BCED is no longer involved in the operation of Town Square Park, and shall be removed as a party from the CAROUSEL AGREEMENT and shall have no further responsibilities to the City, OFC, or Landmarks as a result of said agreement, excepting only existing claims which may have been made as a result of Paragraph IV.C. of the CAROUSEL AGREEMENT. 4. That Landmarks has met the obligations it covenanted and agreed to perform to assist OFC in preparation of an Operating Plan and Operating Budget, and is no longer involved in the assistance with fund-raising for the Carousel restoration and endowment funds. 5. That Landmarks shall be removed as a party from the CP.ROUSEL AGREEMENT and shall have no further responsibilities to the City, OFC or BCED. IN WITNESS WHEREOF, the parties have executed this Amendatory Agreement as of the day and year first written above. FOR OUR FAIR CAROUSEL: ��, 7 Its Secretary FOR SAINT PAUL: By Mayor By Superintendent of Parks & Recreation FOR MINNESOTA LANDMARKS, INC. / �r�, , � 6 , , ��;_ ,l . By Director, Departtnent of Finance & Management Approved as to form: �� Assi t City Attorney EOR BE MINNESOTA, INC. F/K/A BCED MINNESOTA, INC. Council File # Q / 7"/�� Green Sheet # � ��Q 7 �lri � �i�l'J� Presented By 1 2 3 � 6 7 8 9 10 11 12 13 14 15 16 17 18 Referred to Committee: Date WHEREAS, Minnesota Landmarks Inc. and BCED Minnesota Inc. were initial signatures on the Carousel Permit and Operations Aareement dated March 1, 1990; and WHEREAS, BCED Minnesota Incorporated no longer manages or owns property in the City's Town Square; and WHEREAS, Minnesota Landmarks Inc. and BCED Minnesota Inc. have not been active in Cafesjian's Carousel, board meetings, operations and other a£fairs Por at least Pive and one ha1P years; and WHEREAS, both BCED Minnesota Inc. and Minnesota Landmarks Inc. desire to be removed £rom all agreements pertaining to Cafesjian's Carousel; and WHEREA5, their removal will improve the abilities of the City o£ Saint Paul, the Housing and Redevelopment Authority and Our Fair Carousel Inc. to make decisions and enter into agreements regardinq the Carousel; NOW THEREFORE BE IT RESOLVED, that the City Council of Saint Paul directs the proper City officials to enter into the attached agreement that amends the Carousel Permit and Operations Aareement by removing BCED Minnesota Inc. and Minnesota Landmarks Inc. from said agreement. e �� Yeas �� Nays II Absent �� Blakey �� Bostrom �� Collins_�� xarris_ �� Megard �� Morton �� Thune ii 11 jL_�II I �====_______'-�== 5 ='-�=_�- I =__�'--==� Adopted by Council: Date "�� ,�� `,�g,� � Requested by: � Division of Parks and Recr�ation \\� By. �-�^�.,J �� Form Approved by City Attorney BY� �_Tl1L�s� � �� by Mayor for Submission to ��1`�� Adoption Certi£ied by Council Secretary GREEN SHEET � 5 � NO 37_ 197 DEPARTMENT/OFFICE/COUNQL DA7E INRIATED Parks and Recreation 70/21/97 CONfACT PERSON AND PHONE MRIAUDAiE INITIAL/DATE Vic Wittgenstein 266-6409 � � DEPARTMENTDIFECTOF s CITYCOUNCIL AS516N NUMBER FOH Z CITY ATfORNEY r J CRY CLEFK MUST BE ON COUNQL AGENDA BY (DA'f� NOIrtING OfiDEft 3 Fnanc�ai Services 7 Chief Accoun[ant q,$,q,p, a Mayor�OR ASSISTA 8 Parks and Recreation TOTAL S OF SIGNA"NRE PAGES � (CL�P ALL LOCATIONS FOR SIGNAIURE) ACTION REQUESiED: Signatures of Superintendent of Parks and Recreation, City Attorney, Director of Financial Services, Mayor, City Clerk and Chief Accountant. Also passage by the City Councii of the attached resolution directing staff to enter into the amendment to the Carousel Permit and Operations Agreement removing BCED Minnesota Inc. and Minnesota Landmarks Inc from said Agreement. RECOMMENDATIONS: Approve (A1 or Reject (N PEHSONAL SERVICE CONiAACTS MUST AIVSWEH THE FOLLOWING QUESiIONS: _PLANNING COMMISSION _CIVIL SERVICE COMMISSION �, Has [his person/firm ever worked untler a conhact for this tl¢partment? CIB COMMITTEE _ VES NO A STAFF _ 2. Has this person/firm ever been a ciry employee? YES Np _DISTRICT WUNpL — 3. Does this person/firm possess a skill no[ nortnally possessed by any current ciry employee? SUPPORTS WHICH COUNCIL OBJECTIVE? VES NO Ezplain all yes answers on separate sheet and attach to 9�ee� shee[. INITIATING PROBLEM, ISSUE, OPPORTUNITY IWho, Whaq When, Where, Why): When Cafesjian's Carousel was originally installed in Town Square Park, Minnesota Landmarks and BCED Corporation were parties to the original "Carousel Installation Permit and Operations Agreement". Presently neither party has been active in Carousel dealings. BCED no longer owns or manages the Town Square property. Both Landmarks and BCED wish to be removed from the Agreement. ADVANTAGES IF APPROVED: Decision making on Cafesjian's Carousei issues become easier as only the City and Our Fair Carousel Inc. remain on the Agreement. DISADVANTAGES IF APPROVED: {�j�y�j+ [Lu�.d. n��+tar v��.� rpJC id1 �11 �1 None �� (��U e� 1997 �CT 3 0 1997 . DISADVANTAGES IF NOT APPROVED: 3 �� R �" �� + � BCED and Landmarks no longer participate in Carousel issues so if this amendment is not approved decision making is diiiicult and cusnbersome. TOTAI AMOUNT OF TR4NSACTION V -O- COSLREVENUE eUDGETED (CIHCLE ONEI VES NO FUNDINGSOURCE N/A ACTNT'NUMBER N/A FINANCIAL INFORMATION: (EXPLAIN� There is no financial impact with this transactions. , , /'7 - /�353 AMENDMBNT TO THE CAROUSEL INSTALLATION, PERMIT AND OPERATIONS AGREEMENT THIS AMENDMENT to the CAROUSEL AGREEMENT which was entered into on March l, 1990, by and between the City of Saint Paul, a municipal corporation of the State of Minnesota ("City"), BCED Minnesota, Inc., a Minnesota for profit corporation ("BCED"), Minnesota Landmarks, Inc., a Minnesota non-profit corporation ("Landmarks") and Our Fair Carousel, Inc., a Minnesota non-profit corporation ("OFC"), is made and entered into this day of , 1997, by and between the same parties to the CAROUSEL AGREEMEI3T . WITNESSETFI : WHEREAS, the City, BCED, Landmarks and OFC entered into an Agreement effective March 1, 1990 for the purpose of agreement to the terms and conditions of the proposed installation and operation of a Carousel in Town Square Park; and WHEREAS, BCED assumed obligations under the CAROUSEL AGREEMENT for preparing the site in the Loft of Town Square Park, paying for construction necessary, paying for the cost of removal and transportation to a relocation site of the trees, shrubs and plants which were removed from the Town Square Park, paying the costs of restoring the Loft upon removal of the Carousel and Kiosk under certain conditions and providing routine security for the Carousel and Kiosk, all as more particularly set forth in said CAROUSEL AGREEMENT; and WHEREAS, Landmarks agreed to assist OFC in the area of fund- raising for the restoration and endowment funds, preparation of an Operating Plan and preparation of an Operating Budget; and WHEREAS, both Landmarks and HCED have met the initial obligations they assumed under the CAROUSEL AGREEMENT, and they no longer play a role in the ongoing operation or management of the Carousel; NOW, THEREFORE, the City, OFC, Landmarks and BCED for good and valuable consideration received by each of them, the receipt and sufficiency of which are hereby mutually acknowledged, hereby agree as follows: 1. That BCED has met all of the obligations it covenanted and agreed to perform to prepare the site for installation of the Carousel, to pay for the work necessary prior to the installation, and to provide routine security for the Carousel and Kiosk during its location. 2. That the removal of the Carousel from Town Square Park was pursuant to an Amendatory Agreement dated December 22, 1995 between OFC and the City, and was not initiated pursuant to the request of ,, . BCED. �7- /�3.53 3. That BCED is no longer involved in the operation of Town Square Park, and shall be removed as a party from the CAROUSEL AGREEMENT and shall have no further responsibilities to the City, OFC, or Landmarks as a result of said agreement, excepting only existing claims which may have been made as a result of Paragraph IV.C. of the CAROUSEL AGREEMENT. 4. That Landmarks has met the obligations it covenanted and agreed to perform to assist OFC in preparation of an Operating Plan and Operating Budget, and is no longer involved in the assistance with fund-raising for the Carousel restoration and endowment funds. 5. That Landmarks shall be removed as a party from the CP.ROUSEL AGREEMENT and shall have no further responsibilities to the City, OFC or BCED. IN WITNESS WHEREOF, the parties have executed this Amendatory Agreement as of the day and year first written above. FOR OUR FAIR CAROUSEL: ��, 7 Its Secretary FOR SAINT PAUL: By Mayor By Superintendent of Parks & Recreation FOR MINNESOTA LANDMARKS, INC. / �r�, , � 6 , , ��;_ ,l . By Director, Departtnent of Finance & Management Approved as to form: �� Assi t City Attorney EOR BE MINNESOTA, INC. F/K/A BCED MINNESOTA, INC.