IV.6. Business District Initiative Grant Agreement with Hennepin County; YoungquistHennepin County Contract No. PR00001170
BUSINESS DISTRICT INITIATIVE GRANT AGREEMENT FOR
CITY OF HOPKINS
This Agreement is between Hennepin County (“COUNTY”), 701 Fourth Avenue
South, Suite 400, Minneapolis, MN 55415, and the City of Hopkins (“CITY”), 1010 1st
Street South, Hopkins, MN 55343.
WHEREAS, on February 27, 2019, CITY submitted an application
(“Application”) to the Hennepin County Business District Initiative (BDI) program for
technical assistance to evaluate the feasibility and support for the creation of a downtown
business improvement district in Hopkins (“the Project”); and
WHEREAS, the Project fits within the goals of a multijurisdictional reinvestment
program authorized under Minnesota Statutes §383B.79 (“Program”); and
WHEREAS, the COUNTY has the authority to participate in the Project pursuant
to Minnesota Statutes §§383B.79.
WHEREAS, by Resolution No. 19-0218, approved on May 21, 2019, the
COUNTY authorized an award of ten thousand dollars ($10,000) to the City of Hopkins
for the Project which is to be administered by the CITY; and
WHEREAS, the parties are authorized to enter into this agreement pursuant to
Minnesota Statutes §383B.79 and 471.59 and other applicable law; and
WHEREAS, the COUNTY wishes to contract with the CITY for completion of
eligible activities (“Eligible Activities”), more fully described in Exhibit 1,
Now, therefore, the parties agree as follows:
1. Term and Cost of the Agreement. The CITY agrees to complete the Eligible
Activities for the Project by December 31, 2021. The COUNTY agrees to
contribute an amount not to exceed ten thousand dollars ($10,000) to CITY for
reimbursement of eligible activities as described in Exhibit 1, attached and
incorporated by this reference.
2. Use of Funds. CITY shall use all funds received under this Agreement in
accordance with the Application submitted to the COUNTY’s Business District
Initiative program for third-party consultant services and technical assistance to
evaluate the feasibility and support for the establishment of a downtown business
improvement district to support downtown Hopkins’ economic environment,
maintain a viable downtown core, and continue to grow downtown’s population
and jobs base. Costs associated with evaluating the feasibility of an historic
district are ineligible expenses for reimbursement. Furthermore, CITY’s project
management, administration and staff costs are ineligible expenses as well.
CITY shall be solely responsible for securing all additional funds needed for
completion of the Eligible Activities and the Project.
3. Payment: Payment shall be made by the COUNTY directly to the CITY on a
reimbursement basis as work activities are completed. Payment request must
include documentation of the expenses incurred (including copies of invoices
from third party contractors) and a brief summary of activities completed on a
form, EXHIBIT 2, furnished by the COUNTY.
COUNTY reserves the right to request additional documentation if it determines,
in its sole discretion, that the information provided does not fully meet the
reimbursement request. Payment by the COUNTY shall be made within forty-five
(45) days from receipt of the documentation.
4. Independent Contractor. CITY shall select the means, method, and manner of
performing the services. Nothing is intended or should be construed as creating
or establishing the relationship of co-partners between the parties or as
constituting CITY as the agent, representative, or employee of the COUNTY for
any purpose. CITY is and shall remain an independent contractor for all services
performed under this Agreement. CITY shall secure at its own expense all
personnel required in performing services under this Agreement. Any personnel
of CITY or other persons while engaged in the performance of any work or
services required by CITY will have no contractual relationship with the
COUNTY, and will not be considered employees of the COUNTY. The
COUNTY shall not be responsible for any claims that arise out of employment or
alleged employment under the Minnesota Unemployment Insurance Law or the
Workers’ Compensation Act of the State of Minnesota on behalf of any personnel
including, without limitation, claims of discrimination against CITY, its officers,
agents, contractors, or employees. Such personnel or other persons shall neither
require nor be entitled to any compensation, rights, or benefits of any kind from
COUNTY, including without limitation, tenure rights, medical and hospital care,
sick and vacation leave, workers’ compensation, unemployment compensation,
disability, severance pay, and retirement benefits
5. Non-Discrimination. In accordance with the COUNTY policies against
discrimination, CITY agrees that it shall not exclude any person from full
employment rights nor prohibit participation in or the benefits of, any program,
service, or activity on the grounds of race, color, creed, religion, age, sex,
disability, marital status, sexual orientation, public assistance status, or national
origin. No person who is protected by applicable Federal or State laws against
discrimination shall be otherwise subjected to discrimination.
When and where applicable, CITY shall comply with, and make best efforts to
have its third party providers comply with, Public Law 101-336 Americans with
Disabilities Act of 1990, Title I “Employment,” Title II “Public Services" -
Subtitle A, and Title III “Public Accommodations and Services Operated by
Private Entities” and all ensuing federal regulations implementing said Act.
6. Indemnification. CITY agrees to defend, indemnify, and hold harmless the
COUNTY, their officials, officers, agents, volunteers and employees from any
liability, claims, causes of action, judgments, damages, losses, costs, or expenses,
including reasonable attorney’s fees, resulting directly or indirectly from any act
or omission of CITY, a subcontractor, anyone directly or indirectly employed by
them, and/or anyone for whose acts and/or omissions they may be liable in the
performance of the services required by this Agreement, and against all loss by
reason of the failure of CITY to perform any obligation under this Agreement.
For clarification and not limitation, this obligation to defend, indemnify and hold
harmless includes but is not limited to any liability, claims or actions resulting
directly or indirectly from alleged infringement of any copyright or any property
right of another, the employment or alleged employment of CITY personnel, the
unlawful disclosure and/or use of protected data, or other noncompliance with the
requirements of the Data provisions set forth in Section 7 hereof.
7. Data. CITY, its officers, agents, owners, partners, employees, volunteers and
subcontractors shall abide by the provisions of the Minnesota Government Data
Practices Act, Minnesota Statutes, Chapter 13 (MGDPA) and all other applicable
state and federal laws, rules, regulations and orders relating to data privacy or
confidentiality, which may include the Health Insurance Portability and
Accountability Act of 1996 (HIPAA). For clarification and not limitation, the
COUNTY hereby notifies CITY that the requirements of Minnesota Statutes
section 13.05, subd. 11, apply to this Agreement. CITY shall promptly notify the
COUNTY if CITY becomes aware of any potential claims, or facts giving rise to
such claims, under the MGDPA.
Classification of data as trade secret data will be determined pursuant to
applicable law and, accordingly, merely labeling data as “trade secret” does not
necessarily make it protected as such under any applicable law.
8. Records – Availability/Access. Subject to the requirements of Minnesota Statutes
Section 16C.05, Subd. 5, the COUNTY, the State Auditor, or any of their
authorized representatives, at any time during normal business hours, and as often
as they may reasonably deem necessary, shall have access to and the right to
examine, audit, excerpt, and transcribe any books, documents, papers, records,
etc., which are pertinent to the accounting practices and procedures of CITY and
involve transactions relating to this Agreement. CITY shall maintain these
materials and allow access during the period of the Agreement and for six (6)
years after its expiration or cancellation or termination.
9. Merger and Modification.
a. The entire Agreement between the parties is contained herein and supersedes
all oral agreements and negotiations between the parties relating to the subject
matter. All items that are referenced or that are attached are incorporated and
made a part of this Agreement. If there is any conflict between the terms of
this Agreement and referenced or attached items, the terms of this Agreement
shall prevail.
b. Any alterations, variations, modifications, or waivers of provisions of this
Agreement shall only be valid when they have been reduced to writing as an
amendment to this Agreement signed by the parties. Except as expressly
provided, the substantive legal terms contained in this Agreement including
but not limited to the License, Payment Terms, Warranties, Indemnification,
Merger and Modification, Default and Cancellation/Termination or Minnesota
Law Governs may not be altered, varied, modified or waived by any change
order, implementation plan, scope or work, development specification or other
development process or document.
10. Default and Cancellation/Termination.
a. If CITY fails to perform any of the provisions of this Agreement or so
fails to administer the work as to endanger the performance of the
Agreement, it shall be in default. Unless CITY’s default is excused in
writing by the COUNTY, the COUNTY may upon written notice
immediately cancel or terminate this Agreement in its entirety.
Additionally, failure to comply with the terms of this Agreement shall be
just cause for the COUNTY to delay payment until the CITY’s
compliance. In the event of a decision to withhold payment, the
COUNTY shall furnish prior written notice to CITY.
b. The COUNTY’s failure to insist upon strict performance of any provision
or to exercise any right under this Agreement shall not be deemed a
relinquishment or waiver of the same, unless consented to in writing.
Such consent shall not constitute a general waiver or relinquishment
throughout the entire term of the Agreement.
c. This Agreement may be canceled/terminated with or without cause by the
COUNTY upon thirty (30) days’ written notice.
11. Survival of Provisions. Provisions that by their nature are intended to survive the
term, cancellation or termination of the Agreement do survive such term,
cancellation or termination. Such provisions include but are not limited to:
INDEPENDENT CONTRACTOR; INDEMNIFICATION; DATA; RECORDS-
AVAILABILITY/ACCESS; DEFAULT AND
CANCELLATION/TERMINATION; and MINNESOTA LAW GOVERNS.
12. Contract Manager. In order to coordinate the services of CITY with the activities
of the COUNTY so as to accomplish the purposes of this Agreement, Simran
Aryal, or successor, shall manage this Agreement on behalf of the COUNTY and
serve as liaison between the COUNTY and CITY.
13. Notices. Unless the parties otherwise agree in writing, any notice or demand
which must be given or made by a party under this Agreement or any statute or
ordinance shall be in writing, and shall be sent registered or certified mail.
Notice to the COUNTY shall be sent to the Contract Manager at the address
stated in the opening paragraph of the Agreement. Notice to CITY shall be sent to
the address stated in the opening paragraph of the Agreement.
14. Reporting. CITY must provide a Close-out Report at completion of the Project
using the form provided by the Contract Manager. The Report must include the
total amounts and sources of funding leveraged, impacts made as a result of this
investment, and may include results of a survey of business owners.
15. Conflict of Interest. CITY affirms that to the best of CITY’s knowledge, CITY’s
involvement in this Agreement does not result in a conflict of interest with any
party or entity which may be affected by the terms of this Agreement. Should any
conflict or potential conflict of interest become known to CITY, CITY will
immediately notify the COUNTY of the conflict or potential conflict, specifying
the part of this Agreement giving rise to the conflict or potential conflict, and will
advise the COUNTY whether CITY will or will not resign from the other
engagement or representation.
16. Recognition of Hennepin County. In recognition of the COUNTY funding
support, CITY agrees to include the Hennepin County logo on Project materials,
including the business directories. If Project signage references other government
financing programs on the Project sign, CITY shall include a reference that
financing was provided in part by the Hennepin County Business District
Initiative.
17. Assignment. This Agreement may not be assigned, pledged, or transferred without
the prior written consent of the COUNTY.
18. Minnesota Laws Govern. The laws of the state of Minnesota shall govern all
questions and interpretations concerning the validity and construction of this
Agreement and the legal relations between the parties and their performance. The
appropriate venue and jurisdiction for any litigation will be those courts located
within the County of Hennepin, state of Minnesota. Litigation, however, in the
federal courts involving the parties will be in the appropriate federal court within
the state of Minnesota. If any provision of this Agreement is held invalid, illegal
or unenforceable, the remaining provisions will not be affected.
COUNTY BOARD AUTHORIZATION
Reviewed for COUNTY by
the County Attorney's Office:
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Reviewed for COUNTY by:
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Board Resolution No:
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Document Assembled by:
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COUNTY OF HENNEPIN
STATE OF MINNESOTA
By:
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ATTEST:
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By:
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CITY
CITY warrants that the person who executed this Agreement is authorized to do so on
behalf of CITY as required by applicable articles, bylaws, resolutions or ordinances.*
By:
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By:
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*CITY represents and warrants that it has submitted to COUNTY all applicable
documentation (articles, bylaws, resolutions or ordinances) that confirms the signatory's
delegation of authority. Documentation is not required for a sole proprietorship.
EXHIBIT 1
Scope of Work
Asakura Robinson (AR) will work with the City of Hopkins (CITY) in the
development of a Downtown Hopkins Business Improvement District and
Historic Designation Feasibility Study
Task I: Business Survey
1. Utilizing initial mapping and information from the CITY and the
Hopkins Business and Civic Association, the AR team will
develop an initial survey to gather information regarding the
businesses operating in the proposed district.
2. AR will develop a hand-out explaining the goals, timeline and process of the
study
3. AR will conduct a door-to-door outreach with a goal of
surveying at least 60% of area businesses. Contact info will
also be acquired for area businesses and interest in
participation will be gauged.
Deliverable: Handout, Survey Results Summary
Task II: Mapping, Process Examination, Potential Funding Opportunities
1. Utilizing initial research and the results of the survey, AR will
develop maps that can be utilized to establish the case for a
business improvement district or historical designation
2. Utilizing property tax information provided by the CITY,
AR will assess the potential annual budget of a BID.
3. Utilizing best practices research, AR will provide a summary of
the potential activities of a BID and of funding opportunities
related to a historic district.
4. AR will develop a pros and cons summary for both the
establishment of a BID and of a national historic district.
Deliverable: Memo summary of findings, presentation for stakeholders
Task III: Initial presentation for land and business owners
1. AR will host an initial meeting for interested parties. The initial
meeting agenda will consist of a presentation of the phase I and II
findings, and facilitated workshop activities to work with land
and business owners to establish desirable activities for a
potential BID and/or Historic District.
2. CITY will be responsible for meeting logistics, including
meeting space, AV, printing and food/snacks.
Deliverable: Meeting summary
Task IV: Focus groups/workshops
1. AR will host two focus groups/workshops over the course of two
months to establish potential leadership of a BID/Historic District,
build the capacity of land and business owners to participate, and
establish initial focus areas for a new organization.
Deliverable: Meeting notes
Task V: Downtown Hopkins Business Improvement District/Historic Designation
Feasibility Study
1. AR will combine all deliverables into a final report with
recommendations for next steps for the CITY.
Deliverable: Final Report
EXHIBIT 2
BDI Reimbursement Request
Hennepin County Contract # PR00001170 Grant Termination Date: December 31, 2021 Date of Request:
Reimbursement Request Number: Requested Amount: Time Period Covered:
Project Name: Downtown
Business Improvement District
Eligible Activities Per Contract Grant Total Previous
Requests
Current
Requests
Requests To
Date
End Balance
Total
Grantee: Grant Award:
Project Manager: This Request:
Title: Remaining Balance:
Phone:
CITY OF HOPKINS
HENNEPIN COUNTY, MINNESOTA
RESOLUTION 2019-073
RESOLUTION APPROVING THE BUSINESS DISTRICT INITIATIVE GRANT
AGREEMENT BETWEEN THE CITY OF HOPKINS AND HENNEPIN COUNTY
WHEREAS, Hennepin County has established the Business District Initiative Program to
provide funding to suburban municipalities within Hennepin County to support the economic
vitality of priority business districts and main streets; and
WHEREAS, the City of Hopkins has applied for a Business District Initiative Program grant
and has been awarded a grant in the amount of $10,000 for consultant services and technical
assistance to evaluate the feasibility and support for the creation of a downtown business district;
and
NOW THEREFORE BE IT RESOLVED, that the City Council hereby approves the Business
District Initiative Grant Agreement between the City of Hopkins and Hennepin County for
execution.
Adopted by the City Council of the City of Hopkins this 17th day of September, 2019.
By:___________________________
Jason Gadd, Mayor
ATTEST:
____________________________
Amy Domeier, City Clerk