V.8. Sub-Grant Agreement Between the City and Minnehaha Creek Watershed District for 325 Blake Road; Youngquist
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SUB-GRANT AGREEMENT
(Cold Storage Project)
(Metropolitan Council Tax Base Revitalization Account
Seeding Equitable Environmental Development Grant Program)
THIS SUB-GRANT AGREEMENT (“Agreement”) is made as of this ____ day of
____________, 2018, by and between the city of Hopkins, a municipal corporation under the
laws of the state of Minnesota (“City”), and the Minnehaha Creek Watershed District, a
watershed district under the laws of the state of Minnesota (“Developer”).
WHEREAS, the City entered into a grant agreement with the Metropolitan Council in
2018 (the “Grant Agreement”), a copy of which is attached hereto as Exhibit A and is
incorporated herein and made part of this Agreement; and
WHEREAS, the Grant Agreement provides that the Metropolitan Council will grant to
City a sum not to exceed eight hundred five thousand and seven hundred and no/100 dollars
($805,700.00), which funds shall be used to perform the duties and tasks specified in the Grant
Agreement related to the environmental cleanup associated with the Cold Storage facility located
within the City (the “Project”); and
WHEREAS, City will pass the funds provided in the Grant Agreement through to
Developer to implement the Project as provided in this Agreement; and
WHEREAS, City and Developer have agreed for Developer to assume certain duties and
responsibilities of City under the Grant Agreement in consideration of receiving funds provided
for in the Grant Agreement and subject to the terms, conditions, and limitations set forth therein.
NOW, THEREFORE, in consideration of the premises and the mutual promises set forth
herein, the parties hereto covenant and agree as follows:
1. Grant Funds. City agrees to forward to Developer funds received under the Grant
Agreement for the Project based upon approved reimbursement requests received from the
Developer and conditioned on Developer’s continuing compliance with its obligations
hereunder. Grant funds shall be forwarded to the Developer when such funds are received by the
City pursuant to Section 2.09 of the Grant Agreement, with such funds being forwarded to the
Developer within 30 days of their receipt by the City.
2. Developer Obligations. Developer will perform and satisfy certain obligations of
City under the Grant Agreement. Specifically, but without limiting the foregoing, Developer
will perform all of the following with respect to the Project and in satisfaction of Grant
Agreement obligations:
(a) Developer will perform, or participate in, all elements of the Project as described
in Attachment A of the Grant Agreement, as it may be amended, and will properly
document expenses, including time and materials, in the manner expressed in the
Grant Agreement and will provide information to the City to aid in all required
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grant reporting. Any amendments made to the Grant Agreement, including its
exhibits, are incorporated into and made part of this Agreement by reference, and
the City shall forward a copy of any such approved amendment to the Developer.
The City will not approve any proposed amendments to the Grant Agreement
without the written concurrence of the Developer.
(b) Developer will comply with all requirements and conditions of the Grant
Agreement applicable to the Project that, by their nature, must be performed by
Developer rather than the City and that are conditions of award of funds under
the Grant Agreement.
(c) The times of performance and expiration of Developer’s obligations under this
Agreement shall be as provided in the Grant Agreement.
(d) Developer will provide written invoices for reimbursement in accordance with the
requirements of the Grant Agreement.
(e) Developer will comply with all applicable federal, state, and local laws, rules,
regulations, and ordinances in completing the Project.
(f) Developer will take all other actions as are needed to ensure compliance with the
Grant Agreement and provide such information and assistance to the City as may
be needed to ensure the City can comply with the requirements of the Grant
Agreement that, by their nature, must be performed by the City rather than the
Developer.
3. Developer Reimbursement. Developer will be reimbursed from the funds
received through the Grant Agreement for grant-eligible costs incurred in performing its
obligations in accordance with this Agreement. Reimbursements will be forwarded to Developer
following completion of work by the Developer from grant funds received by City from the
Metropolitan Council, pursuant to the payment process provided in Section 2.09 of the Grant
Agreement. The City shall forward such reimbursements to the Developer within 30 days of
receipt from the Metropolitan Council. Developer shall provide such invoices or other evidence
of expenses incurred as may be required by the City or by the Metropolitan Council to complete
any necessary payment request forms or other documentation required under the Grant
Agreement. The City shall have no obligation to reimburse the Developer for any amounts that
exceed the amount of the grant received by the City under the Grant Agreement.
4. No Assignment. Developer may neither assign nor transfer any rights or
obligations under this Agreement without the prior consent of the City and an assignment
agreement executed and approved by the parties.
5. Amendments. Any amendment to this Agreement must be in writing and will not
be effective until it has been executed and approved by the parties.
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6. No Waiver. If City fails to enforce any provisions of this Agreement, such failure
does not waive the provision or alter the City’s right to enforce it.
7. Entire Agreement. This Agreement contains all negotiations and agreements
between City and Developer. No other agreements or understandings regarding the Grant
Agreement, or this Agreement, may be used to bind either party.
8. Indemnification. Developer shall indemnify, defend, and hold harmless the City,
its officers, agents, and employees, from any claims or causes of action, including attorney’s fees
incurred by City, arising from the performance of this Agreement by Developer, or its officers,
agents or employees, except to the extent the claims arise from the City’s own negligence.
9. Audit. Developer’s books, records, documents and accounting procedures and
practices relevant to this Agreement are subject to examination by the City, Metropolitan
Council, and/or the state auditor or legislative auditor, as appropriate, for a minimum of six years
from the end of this Agreement.
10. Data Practices. Developer shall comply with applicable provisions of the
Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. If Developer
receives a request to release data referred to in this paragraph, Developer must immediately
notify City. The City will give Developer instructions concerning the release of the data to the
requesting party, prior to such release.
11. Workers’ Compensation. Developer certifies that it is in compliance with
Minnesota Statutes, section 176.181, subdivision 2, pertaining to workers’ compensation
insurance coverage. Developer’s employees and agents will not be considered employees of
City. Any claims that may arise under the Minnesota Workers’ Compensation Act on behalf of
employees of Developer, and any claims made by any third party as a consequence of any act or
omission on the part of such employees are in no way the obligation of City or Metropolitan
Council.
12. Publicity. Any publicity regarding the subject matter of this Grant Agreement
must identify the Metropolitan Council as a source of funding. Publicity shall include
information identified in the Grant Agreement to the extent required herein. Developer must not
claim that City or the Metropolitan Council endorses its products or services.
13. Applicable Law. The law governing the obligations of this Agreement and the
venue for all legal proceedings associated therewith shall be in accordance with the Grant
Agreement.
14. Termination. This Agreement is subject to termination in accordance with the
termination provision of the Grant Agreement. However, the provisions in the Grant Agreement
regarding Liability, State Audits, Government Data Practices, Intellectual Property, and
Governing Law, Jurisdiction and Venue will survive termination or cancellation of this
Agreement or of the Grant Agreement.
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15. Conditioned. This Agreement is conditioned on approval by the Metropolitan
Council to the extent such approval is required by the Grant Agreement.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the day and year first written above.
CITY OF HOPKINS
By:
Molly Cummings, Mayor
And by:
Mike Mornson, City Manager
Date:
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DEVELOPER
By:
Date:
By:
Date:
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Grant Agreement
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