IV.5. Sub-Grant Agreement between the City of Hopkins and TF Hopkins LLC for a DEED Contamination and Cleanup Grant for Blake Road Station Site A; Youngquist
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CONTAMINATION AND CLEANUP SUB-GRANT AGREEMENT
This Contamination and Cleanup Sub-Grant Agreement (“Contract”) is entered into on this
____ day of _____________, 2021, by and between the CITY OF HOPKINS, a Minnesota
municipal corporation (“Sub-Grantor”) and TF Hopkins LLC, a Delaware limited liability company
(“Sub-Grantee”).
RECITALS
WHEREAS, the State of Minnesota, acting through the Department of Employment and
Economic Development, Business and Community Development Division (“Grantor”) and the Sub-
Grantor have entered into that certain Contamination Cleanup Grant Contract, Grant No. CCGP-20-
0024-Z-FY21 (“Grant Contract”) in connection with the Blake Road Station Apartments – Phase A
(“Project”); and
WHEREAS, the Sub-Grantee is the fee owner of real property in Hopkins, Minnesota, legally
described as follows: Lot 1 through 3, Block 1, Hopkins Commerce Center Addition, Hennepin
County, Minnesota, according to the recorded plat thereof; and
WHEREAS, the Sub-Grantor worked in conjunction with the Sub-Grantee to prepare and
submit a successful grant application for the Project; and
WHEREAS, the Sub-Grantor and Sub-Grantee are entering into this Contract to fund part of
the cost of abatement of contaminants and related work of the Project (“Cleanup Costs”).
NOW, THEREFORE, in consideration of the mutual promises and covenants herein, Sub-
Grantor and Sub-Grantee do hereby agree as follows:
1. SATISFACTION OF GRANT CONTRACT. Sub-Grantee agrees to be bound by
and to comply with the terms and requirements of the Grant Contract. Sub-Grantee also agrees to be
responsible for any penalties due by reason of Sub-Grantee’s failure to comply with the Grant
Contract. The Grant Contract is incorporated herein by reference. If there are any inconsistencies or
conflicts between this Contract and the Grant Contract, the terms of the Grant Contract shall control.
2. ASSIGNMENT OF GRANT; MATCH DEPOSIT. To the fullest extent Sub-
Grantor receives funds from the Grantor, the Sub-Grantor hereby grants to the Sub-Grantee the
amount of THREE HUNDRED FORTY THOUSAND FIVE HUNDRED TWENTY-ONE and
00/100 Dollars ($340,521.00) for Cleanup Costs for the abatement of contaminants, or such lesser
amount that Sub-Grantor actually receives from Grantor.
Additionally, and upon execution of this Contract, Sub-Grantee agrees to deposit $113,507.00 with
Sub-Grantor to cover the 25% local match requirement contained in section 4.1 of the Grant Contract.
Sub-Grantor will use said money only toward said local match requirement and, in the event that the
total cost of the Project is less than what was contemplated in the Grant Contract, Sub-Grantor agrees
to reimburse Sub-Grantee for any portion of the deposit that was not required to cover the local match.
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3. PAYMENT. The Sub-Grantor will disburse Grant Contract funds in response to one
or more written payment requests submitted by the Sub-Grantee and reviewed and approved by the
Sub-Grantor’s authorized agent. Sub-Grantor’s obligation to disburse funds to the Sub-Grantee is
contingent upon receipt by the Sub-Grantor of the funds from the Grantor. Written payment requests
shall be made using payment request forms, the form and content of which will be determined by the
Sub-Grantor. Payment request and other reporting forms will be provided to the Sub-Grantee by the
Sub-Grantor. The Sub-Grantor will disburse grant funds on a reimbursement or “cost incurred” basis
and such disbursements shall be limited to the amounts actually received by Sub-Grantor from
Grantor. The Sub-Grantee must provide with its written payment requests documentation that shows
the progress of the grant-funded Project activities. Subject to verification of each payment request
form (and its documentation) and approval for consistency with this Contract, the Sub-Grantor will
disburse a requested amount to the Sub-Grantee within sixty (60) days after receipt of funds from the
Grantor.
4. REPORTING. The Sub-Grantee will submit information and updates required by the
Grant Contract at least fourteen (14) days prior to the required submission date. The Sub-Grantor
will review these materials and submit to the Grantor.
5. MISCELLANEOUS.
a. Authorized Representatives.
The Sub-Grantor’s Authorized Representative is:
Jan Youngquist
Community Development Coordinator
City of Hopkins
1010 1st Street S.
Hopkins, MN 55343
952-548-6343
jyoungquist@HOPKINSmn.com
The Sub-Grantee’s Authorized Representative is:
____________________
____________________
____________________
b. Assignment. Sub-Grantee may neither assign nor transfer any rights or obligations
under this Contract without the prior consent of the Sub-Grantor and a fully executed
Assignment Contract, executed and approved by the same parties who executed and
approved this Contract, or their successors in office. Sub-Grantor shall have sole
discretion to determine whether further assignments of these rights complies with the
Grant Contract.
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c. Amendments. Any amendment to this Contract must be in writing and will not be
effective until it has been executed and approved by the same parties who executed
and approved the original Contract, or their successors in office.
d. Waiver. If the Sub-Grantor fails to enforce any provision of this Contract, that failure
does not result in a waiver of the right to enforce the same or another provision of the
Contract in the future.
e. Liability and Indemnification. Sub-Grantee will indemnify, save, and hold the Sub-
Grantor, its agents, and employees, harmless from any third-party claims or causes of
action, including attorney’s fees incurred by the Sub-Grantor arising from the
performance of this Contract by Sub-Grantee or Sub-Grantee’s agents or employees.
This clause will not be construed to bar any legal remedies Sub-Grantee may have for
the Sub-Grantor’s failure to fulfill its obligations under this Contract.
f. Records and State Audits. Sub-Grantee shall maintain such books and records as
will satisfactorily demonstrate to Federal, State, Grantor’s and Sub-Grantor’s Auditors
that Sub-Grantee has used the grant funds in accordance with the Grant Contract and
this Contract. Under Minn. Stat. § 16C.05, subd. 5, Sub-Grantee’s books, records,
documents, and accounting procedures and practices relevant to this Contract are
subject to examination by the State and/or the State Auditor or Legislative Auditor, as
appropriate, for a minimum of six (6) years from the end of this Contract.
g. Government Data Practices. Sub-Grantee and Sub-Grantor must comply with the
Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data
provided by Sub-Grantee under this Contract, and as it applies to all data created,
collected, received, stored, used, maintained, or disseminated by Sub-Grantee under
this Contract. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data
referred to in this clause by either Sub-Grantee or the Sub-Grantor. If Sub-Grantee
receives a request to release the data referred to in this clause, Sub-Grantee must
immediately notify the Sub-Grantor. The Sub-Grantor will give Sub-Grantee
instructions concerning the release of the data to the requesting party before the data
is released.
h. Governing Law, Jurisdiction, and Venue. Minnesota law, without regard to its
choice-of-law provisions, governs this Contract. Venue for all legal proceedings out
of this Contract, or its breach, must be in the appropriate state or federal court with
competent jurisdiction in Rice County, Minnesota.
i. Termination for Insufficient Funding. The Sub-Grantor may immediately
terminate this Contract if it does not obtain funding from the Grantor, or if Grantor
otherwise notifies Sub-Grantor that the Grant Contract has been terminated. Notice
of such termination must be by written or fax notice to Sub-Grantee. The Sub-Grantor
is not obligated to pay for any costs incurred after notice and effective date of
termination. However, Sub-Grantee will be entitled to payment for all eligible costs
to the extent that funds are available.
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[***Signature Pages Follow***]
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IN WIT NESS OF THE ABOVE, the parties have caused this Agreement to be executed on
the date and year written above.
CITY OF HOPKINS
By: ____________________________________
Jason Gadd, Mayor
By: ____________________________________
Michael Mornson, City Manager
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _____ day of ________, 2021,
by Jason Gadd and Michael Mornson, the Mayor and City Manager, respectively, of the City of
Hopkins, a Minnesota municipal corporation, on behalf of the corporation.
____________________________________
Notary Public
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TF HOPKINS LLC
By: _______________________________
Its: _______________________________
STATE OF MINNESOTA )
) SS.
COUNTY OF ____________ )
The foregoing instrument was acknowledged before me this __ day of ________________, 2021, by
______________, the _______________ of TF Hopkins LLC, a Delaware limited liability company, by
and on behalf of said company.
__________________________________
Notary Public
This document drafted by:
KENNEDY & GRAVEN, CHARTERED
150 South 5th Street, Suite 700
Minneapolis, MN 55402
(612) 337-9300