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IV.5. Sub-Grant Agreements between the City and Vista 44 LLC; Youngquist 1 HP145-58-730196.v2 SUB-GRANT AGREEMENT (Metropolitan Council Livable Communities Act Grant - LCDA Development Grant Program) THIS SUB-GRANT AGREEMENT (this “Agreement”) is made as of this ___ day of _____________, 2021 (the “Effective Date”), by and between the CITY OF HOPKINS, a Minnesota municipal corporation (the “Grantee”) and VISTA 44 LLC, a Minnesota limited liability company (the “Sub-Grantee”). WHEREAS, on April 20, 2021, the Grantee entered into the Metropolitan Livable Communities Act Grant Agreement with the Metropolitan Council (the “Metropolitan Council”), a copy of which is attached hereto as Exhibit A (the “Grant Agreement”) and is incorporated herein and made part of this Agreement; and WHEREAS, the Grant Agreement provides that the Metropolitan Council is to grant to the Grantee a sum not to exceed $1,500,000, which funds shall be used to fund a portion of the Sub-Grantee’s acquisition and development of certain real property, which is legally described on the attached Exhibit B (the “Property”); and WHEREAS, the Grantee and the Sub-Grantee have agreed for the Sub-Grantee to assume certain duties and responsibilities of the Grantee 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. The Grantee will distribute funds received under the Grant Agreement upon the continuing compliance by the Sub-Grantee with its obligations hereunder. The Sub-Grantee shall use the grant proceeds which are being provided by the Grantee under this Agreement solely for the Project (as defined in the Grant Agreement), which includes the acquisition of the Property and certain stormwater and site preparation work on said Property, as further specified within the Livable Communities Project Summary (attached to the Grant Agreement). The grant proceeds shall not be used for any ineligible uses as described in the Grant Agreement. The Sub-Grantee understands and agrees that any reduction or termination of Livable Communities Demonstration Account funds made available to the Metropolitan Council from the Livable Communities Demonstration Account of the Metropolitan Livable Communities Fund may result in a like reduction in the amount of the grant proceeds that will be made available to the Sub-Grantee pursuant to this Agreement. Pursuant to Section 2.07 of the Grant Agreement, the parties agree that none of the grant funds may be made available to any subgrantee or subrecipient without the prior written consent of the Metropolitan Council. 2. Grantee’s Obligations. The Grantee will be responsible for reimbursing the Sub-Grantee for the costs of the Activities (as later defined) up to a total amount of $1,500,000, which will be funded from the grant proceeds received from the Metropolitan Council. The Grantee will disburse funds to the Sub-Grantee pursuant to this Agreement and the Grant Agreement, based upon reimbursement requests submitted by the Sub-Grantee and reviewed and approved by the Grantee and the Metropolitan Council. Reimbursement requests must be accompanied by all information and documentation needed by the Grantee pursuant to Section 2.11 of the Grant Agreement to submit a payment request form to the Metropolitan Council. In order to ensure that all funds are drawn prior to the expiration of the grant, all payment requests must be received 2 HP145-58-730196.v2 by the Grantee at least 60 days prior to the grant-term expiration date of December 31, 2023 unless extended by the Grantee in writing, otherwise any unrequested funds will be lost. The Grantee shall have no obligation to disburse any of these funds if, at the time of disbursement, the Sub-Grantee is in default under any of the terms of this Agreement. 3. Sub-Grantee’s Obligations. The Sub-Grantee shall perform and satisfy certain obligations of the Grantee under the Grant Agreement. Specifically, but without limiting the foregoing, the Sub-Grantee must perform all the following with respect to the Activities and in satisfaction of the Grant Agreement obligations: a. The Sub-Grantee will be responsible for performing all of the activities on the Property set forth in the Livable Communities Project Summary that is attached to the Grant Agreement (the “Activities”). All Activities provided by the Sub-Grantee under this Agreement must be performed to the Grantee’s and the Metropolitan Council’s reasonable satisfaction and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. The Sub-Grantee will not receive payment for Activities found by the Grantee or the Metropolitan Council to be reasonably unsatisfactory or performed in violation of federal, state, or local law. b. The Sub-Grantee will comply with all requirements and conditions of the Grant Agreement applicable to the Activities that, by their nature, must be performed by Sub-Grantee rather than Grantee and that are conditions of award of funds under the Grant Agreement. c. The Sub-Grantee must take all other actions as are needed to ensure compliance with the Grant Agreement and provide such information and assistance to the Grantee as may reasonably be needed to ensure the Grantee can comply with the requirements of the Grant Agreement that, by their nature, must be performed by the Grantee rather than the Sub- Grantee. d. In order to permit the Grantee and the Metropolitan Council to monitor compliance with this Agreement, the Sub-Grantee shall permit any person that the Grantee or the Metropolitan Council designate, at the Grantee or the Metropolitan Council’s expense, to visit and inspect the Property, corporate books and financial records and documents of the Sub-Grantee as relevant to receipt and expenditure of the grant funds or this Agreement and to discuss its affairs, finances, and accounts (as they relate to receipt and expenditure of the grant funds or this Agreement) with the principal officers of Sub-Grantee, all at such reasonable times and as often as the Grantee or the Metropolitan Council may reasonably request during the term of this Agreement and for a period of six years after the termination of this Agreement. e. The Sub-Grantee will not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, membership or activity in a local civil rights commission, disability, sexual orientation or age and will take affirmative action to insure applicants and employees are treated equally with respect to all aspects of employment, rates of pay and other forms of compensation, and selection for training. 3 HP145-58-730196.v2 f. If the Sub-Grantee earns any interest or other income from the grant funds received from the Grantee under this Agreement, the Sub-Grantee must use the interest earnings or income only for the purposes of implementing the Activities. g. Pursuant to Section 3.01 of the Grant Agreement, because the Project includes affordable housing units, Grantee is required to ensure that said housing units will remain “affordable,” as that term is defined in the Grant Agreement, for a minimum period of 15 years. Said obligation may be satisfied if other Project funding sources require an affordability term of at least 15 years. Because the Project is funded by Minnesota Housing Finance Agency (“MHFA”) Housing Infrastructure Bonds pursuant to Minn. Stat. 462A.37, it has been determined that the affordability requirement in Section 3.01 will be ensured for a period of at least 15 years. However, if at any point it is determined that the Sub-Grantee is not participating in said program or in another state or federal program that will ensure such affordability for the period required via formal instrument, or if there is any other reason to believe that there are no instruments in place to ensure the same, as required in the Grant Agreement, Sub-Grantee agrees that it will execute any instruments to ensure such affordability, in a form that meets the Grantee’s satisfaction. A failure to adhere to this subsection may result , at Grantee’s request, in Sub-Grantee being required to pay back grant funds received pursuant to this Agreement. h. Pursuant to Section 3.02 of the Grant Agreement, Sub-Grantee agrees and acknowledges that it, as Project owner, must adopt and implement an affirmative fair housing marketing plan for all housing units within the Project. To that end, Sub-Grantee agrees that before it will be eligible for any grant funds under the terms of this Agreement, it shall adopt and implement such a plan, which shall substantially conform to affirmative fair housing marketing plans published by the U.S. Department of Housing and Urban Development (“HUD”) or sample affirmative fair housing marketing plans published by MHFA. Such plan shall be made available to Grantee upon its request. A failure to adhere to this subsection may result , at Grantee’s request, in Sub-Grantee being required to pay back grant funds received pursuant to this Agreement. i. Sub-Grantee will receive Project-based Housing Choice Vouchers for all units contained within the housing project, which means that it does not need to adopt and implement a separate Section 8 Housing Choice Voucher policy as required in Section 3.03 of the Grant Agreement. However, if it is later determined by the Grantee that such a policy is required, by Metropolitan Council or otherwise, or if it is later determined that Sub-Grantee is not participating in a Project-based program, Grantee may require Sub-Grantee to adopt and implement a separate Section 8 Housing Choice Voucher policy as required in the Grant Agreement. A failure to adhere to this subsection may result , at Grantee’s request, in Sub- Grantee being required to pay back grant funds received pursuant to this Agreement. 4. Ownership and Condition of the Property. The Sub-Grantee makes the following representations: a. It is the owner of the Property in fee simple. b. To the best of the Sub-Grantee’s knowledge, the Property does not violate any applicable federal, state, or local law, ordinance, or regulation. 4 HP145-58-730196.v2 c. There are no actions, suits, or proceedings pending, at law or in equity, or to the knowledge of the Sub-Grantee threatened, against or affecting it or the Property, and the Sub-Grantee is not in default with respect to any order, writ, injunction, decree, or demand of any court or any governmental authority. d. The consummation of this transaction and performance of the Sub-Grantee’s obligations under this Agreement will not result in any breach of, or constitute a default under any mortgage, deed of trust, lease, bank loan, or credit agreement, partnership agreement, or other instrument which affects the Sub-Grantee, or to which the Sub-Grantee is a party. e. It has not used the Property in connection with the generation, disposal, storage, treatment, or transportation of hazardous substances and that the Property will not be so used during the term of this Agreement by the Sub-Grantee, its agents, tenants, or assigns, except in compliance with a Minnesota Pollution Control Agency (“MPCA”) approved Development Response Action Plan. f. It has obtained or caused its contractors and/or affiliates to obtain, all the insurance described in Section 5 of this Agreement and such policies of insurance are in full force and effect as of the date of this Agreement. g. The individual(s) signing this Agreement on behalf of the Sub-Grantee are duly authorized to execute this Agreement on the Sub-Grantee’s behalf. 5. Affirmative Covenants. The Sub-Grantee hereby covenants and agrees that it shall: a. Insurance. i. Purchase and maintain such insurance, or cause its contractors and/or affiliates to purchase and maintain such insurance, as will protect it from claims which may arise out of, or result from, the Activities completed under this Agreement, whether such operations be by the Sub-Grantee or by any subcontractor, or by anyone directly employed by them, or by anyone for whose acts any one of them may be liable. ii. For the term of this Agreement and in connection with the Activities completed pursuant to this Agreement, secure the following coverages and comply with all provisions noted, or cause its contractors and/or affiliates to secure, the following coverages and comply with all provisions noted. Upon written request by Grantee, during the term of this Agreement, the Sub-Grantee will provide certificates of insurance evidencing current coverages. Commercial General Liability Insurance: $1,500,000 per occurrence $2,000,000 general aggregate $2,000,000 products/completed operations total limit $1,000,000 personal injury and advertising injury This policy shall be written on an occurrence basis using ISO form CG 00 01 or its equivalent. The Sub-Grantee represents that there is no per 5 HP145-58-730196.v2 claim limit under the Sub-Grantee’s occurrence-based policy. Coverage shall include contractual liability and XCU. Notwithstanding the foregoing, the Sub-Grantee will obtain, or cause its contractor and/or affiliates to obtain completed operations coverage for three years after substantial completion of the Activities. Upon written request by Grantee, the Sub-Grantee is required to add, or to cause its contractors and/or affiliates to add, the Grantee and any specified officials, employees, volunteers, and agents as Additional Insureds to the Commercial General Liability and Umbrella policies fulfilling the requirements of this Agreement with respect to liabilities caused in whole or in part by the Sub-Grantee’s acts or omissions, or the acts or omissions of those acting on the Sub-Grantee’s behalf in the performance of the ongoing operations, services, and completed operations of the Sub-Grantee under this Agreement. The coverage provides shall be primary and non-contributory. Automobile Insurance: Coverage shall be provided for hired, non-owned, and owned automobiles. Minimum limits of $1,000,000 combined single limit. Workers’ Compensation and Employers’ Liability: Workers’ Compensation as required by Minnesota statutes. Employers’ Liability Limits: $500,000/$500,000/$500,000 Professional Liability/Errors and Omissions Coverage (if applicable): Per Claim Limit: $500,000 Per Occurrence Limit: $1,500,000 Aggregate Limit: $2,000,000 This policy is to be written as acceptable to the Grantee. Certificates of Insurance must indicate if the policy is issued on a claims-made or occurrence basis. If coverage is carried on a claims-made basis, then: i) the retroactive date shall be noted on the certificate and shall be prior to or the day of the inception of this Agreement; and ii) evidence of coverage shall be provided for three years beyond expiration of this Agreement. iii. The Sub-Grantee shall provide the Grantee with prior notice of any lapse in the insurance required under this Agreement including cancellation, and/or non- renewal or material change in coverage. iv. The above sub-paragraphs establish minimum insurance requirements, and it is the sole responsibility of the Sub-Grantee to purchase and maintain, or cause its contractors and/or affiliates to purchase and maintain, additional coverages as Sub- Grantee may deem necessary in connection with this Agreement. 6 HP145-58-730196.v2 v. The Certificate of Insurance must demonstrate that the policy is issued pursuant to these requirements. Copies of insurance policies shall be submitted to the Grantee upon written request. vi. Certificates shall specifically indicate if the policy is written with an admitted or non- admitted carrier. Best’s Rating for the insurer shall be noted on the certificate and shall not be less than an A-. b. To the fullest extent permitted by law, the Sub-Grantee shall defend, indemnify, and hold harmless the Grantee and the Metropolitan Council and their officials, employees, and agents from and against all claims, damages, losses and expenses, including but not limited to, attorneys’ fees, arising out of or resulting from the conduct or implementation of the Activities funded by this Agreement, except to the extent the claims, damages, losses, and expenses arise from the Grantee or the Metropolitan Council’s own negligence. Claims included in this indemnification include, without limitation, any claims asserted pursuant to the Minnesota Environmental Response and Liability Act (MERLA), Minnesota Statutes Chapter 115B (CERCLA) as amended, United States Code Title 42, Section 9601 et seq., and the federal Resource Conservation and Recovery Act of 1976 (RCRA) as amended, United States Code Title 42, Sections 6901 et seq. This obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which otherwise would survive the expiration or termination of this Agreement. This indemnification shall not be construed as a waiver on the part of either the Grantee or the Metropolitan Council of any immunities or limits on liability provided by Minnesota Statutes Chapter 466 or other applicable state or federal law. c. Promptly pay and discharge all taxes, assessments, and other governmental charges imposed upon it or upon its income and profits or upon the Property, and any and all claims for labor, material or supplies or rental charges or charges of any other kind which, if unpaid, might by law become a lien or charge upon the Property, provided, however, that the Sub- Grantee shall not be required to pay any such tax, assessment, charge or claim, if the Sub- Grantee is contesting the validity of such matters, in good faith, through appropriate proceedings, and the Sub-Grantee sets aside on its books adequate reserves for the payment of such claims. d. Maintain the Property in good repair, working order, and condition and from time to time, make or cause to be made all necessary renewals, replacements, and repairs so that at all times the Sub-Grantee’s business can be conducted efficiently. e. Establish and maintain accurate and complete accounts and records relating to the receipt and expenditure of all grant funds received from the Grantee. Notwithstanding the expiration and termination provisions of this Agreement, such accounts and records shall be kept and maintained by the Sub-Grantee for a period of six years following the completion of the Activities for six years following the expenditure of the grant funds, whichever occurs earlier. Accounting methods shall be in accordance with generally accepted accounting principles. f. The accounts and records of the Sub-Grantee shall be audited in the same manner as all other accounts and records of the Sub-Grantee are audited and may be audited or inspected 7 HP145-58-730196.v2 on the Sub-Grantee’s premises or otherwise by individuals or organizations designated and authorized by the Grantee or the Metropolitan Council at any time, following reasonable notification to the Sub-Grantee, for a period of six years following the completion of the Activities or six years following the expenditure of the grant funds, whichever occurs earlier. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices of the Sub-Grantee that are relevant to this Agreement are subject to examination by the Grantee and the Metropolitan Council and either the Legislative Auditor or the State Auditor, as appropriate, for a minimum of six years. g. The Sub-Grantee shall include in any contract or subcontract for the Activities appropriate provisions to ensure contractor or subcontractor compliance with all applicable state and federal laws and this Agreement, including, but not limited to, federal and state laws relating to stormwater discharges (i.e. Code of Federal Regulations, Title 40, parts 122 and 123 and the Metropolitan Council’s 2040 Water Resources Policy Plan and the local water management plan). Along with such provisions, the Sub-Grantee shall require that contractors and subcontractors performing activities covered by this grant obtain all required permits, licenses, and certifications, and comply with all applicable state and federal Occupational Safety and Health Act regulations. h. Construct the Property to meet all applicable local codes, rehabilitation standards, ordinances, and zoning regulations. The Grantee and the Metropolitan Council assume no responsibility for obtaining any applicable local, state, or federal licenses, permits, bonds, authorizations, or approvals necessary to perform or complete the Activities. The Sub- Grantee and its contractors, if any, must comply with all applicable licensing, permitting, bonding, authorization, and approval requirements of federal, state, and local governmental and regulatory agencies, including conservation districts. i. Acknowledge the financial assistance provided by the Metropolitan Council in promotional materials, press releases, reports and publications relating to the Activities which are funded in whole or in part with the grant funds. The acknowledgment must contain the following or comparable language: “Financing for this project was provided by the Metropolitan Council Metropolitan Livable Communities Fund.” Until the Activities are completed, the Sub-Grantee must ensure the above acknowledgment language, or alternative language approved by the Metropolitan Council’s authorized agent, is included on all signs (if any) located on the Property or construction sites. The acknowledgments and signage should refer to the “Metropolitan Council” (not the “Met Council” or the “Metro Council”). j. Provide the Grantee with all information that is needed by the Grantee to submit the required written progress reports and annual written reports required by Section 4.03 of the Grant Agreement. 6. Negative Covenants. The Sub-Grantee covenants and agrees that for the term of this Agreement, it will not: 8 HP145-58-730196.v2 a. Merge or consolidate with or into any other entity. b. Default upon any contract or fail to pay any contract or fail to pay any of its debts or obligations as the same mature, subject to the applicable cure periods set forth in such a contract. c. Generate, dispose of, use, store, treat, or transport hazardous waste substances on, in, over or across the Property or allow the Sub-Grantee’s tenants to do so; provided, however, that Sub-Grantee may treat or remediate hazardous substances pursuant to an MPCA approved Development Response Action Plan and Sub-Grantee and its tenants may use, store, and transport hazardous substances on, over or across the Property as is reasonably necessary to the use of the Property as residential, commercial, or office property provided such use, storage, and transportation complies at all times with all applicable federal, state, and local statutes, codes, regulations, and ordinances. 7. Miscellaneous. a. All representations and warranties contained herein or made in writing by or on behalf of the Sub-Grantee in connection with the transactions contemplated hereby shall be made as of the Effective Date but survive the execution and delivery of this Agreement and the advances hereunder. All statements contained in any certificate or other instrument delivered by or on behalf of the Sub-Grantee pursuant thereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by the Sub-Grantee. b. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties. c. No amendment, change, waiver, or modification of this Agreement shall be valid unless it is in a written document which Sub-Grantee, and the Grantee sign, and the Grantee’s waiver of any breach or default of any of the Sub-Grantee’s obligations, agreements, or covenants under this Agreement shall not be deemed to be a waiver of any subsequent breach of this Agreement, or any other obligation, agreement, or covenant. The Grantee’s forbearance in pursuing or enforcing a remedy for the Sub-Grantee’s breach of any of the obligations set forth in this Agreement shall not be deemed a waiver of the Grantee’s rights and remedies with respect to such breach. d. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be an original, but all of which shall constitute one agreement. e. This Agreement supersedes and has merged into all prior oral agreements between the Grantee and the Sub-Grantee regarding the Activities. f. Any notices required or contemplated hereunder shall be effective upon the placing thereof in the United States Mail, certified mail, return receipt requested, postage prepaid, and addressed as follows: 9 HP145-58-730196.v2 If to the Grantee: City of Hopkins 1010 1st Street South Hopkins, MN 55343 Attn: Jan Youngquist, Community Development Coordinator If to the Sub-Grantee: Vista 44 LLC 2610 University Avenue West, Suite 100 St. Paul, MN 55114 Attn: Lee Bons And copy to: Bridget A. Hust Hust Law Firm, PLLC 1900 Fifth Street Towers 100 South Fifth Street Minneapolis, MN 55402 g. This Agreement shall be interpreted and construed according to the laws of the State of Minnesota. All litigation regarding this Agreement shall be venued in the appropriate state or federal district court in Hennepin County, Minnesota. h. Neither party may assign or transfer its rights and obligations under this Agreement without the prior consent of the other party, provided that such party’s assignee or transferee assumes all obligations under this Agreement and the other party consents to the assignment in writing. Said agreement to assignment shall not unreasonably be withheld by the consenting party. 8. Relationship. It is agreed that nothing contained in this Agreement is intended or should be construed as creating the relationship of agents, partners, joint venturers, or associates between the parties hereto or as constituting the Sub-Grantee as the employee of the Grantee for any purpose or in any manner whatsoever. The Sub-Grantee is an independent contractor and neither it, nor its employees, agents, or representatives are employees of the Grantee. 9. MGDPA. All data collected, created, received, maintained or disseminated for any purpose in the course of the Sub-Grantee’s performance of this Agreement is governed by the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, and any other applicable state statutes, any state rules adopted to implement the Act and statutes, as well as federal statutes and regulations on data privacy. 10. Copyrights. The Sub-Grantee certifies that it: (a) is the owner of any renderings, images, perspectives, sections, diagrams, photographs or other copyrightable materials (collectively “copyrightable materials”) that are in the grant application or submitted to the Grantee as part of the grant application process or that the Sub-Grantee is fully authorized to grant permissions regarding the copyrightable materials; and (b) the copyrightable materials do not infringe upon the copyrights of others. The Sub-Grantee agrees that the Grantee and the Metropolitan Council have a non-exclusive royalty-free license and all necessary permissions to reproduce and publish the copyrightable materials for noncommercial purposes, including but not limited to press releases, presentations, reports and on the 10 HP145-58-730196.v2 Internet. The Sub-Grantee also agrees that it will not hold the Grantee or the Metropolitan Council responsible for the unauthorized use of the copyrightable materials by third parties. 11. Restrictions on Loans or Grants by Sub-Grantee. The Sub-Grantee shall not use the grant proceeds for loans or grants to any subrecipient at any tier unless the Sub-Grantee obtains the prior written consent of the Metropolitan Council. 12. Business Subsidy Law. The Sub-Grantee must comply, if appropriate and applicable, with any “business subsidy” requirements of Minnesota Statutes Sections 116J.993 to 116J.995 that apply to the Sub-Grantee’s expenditures or uses of the grant funds. 13. Expiration and Termination. This Agreement shall automatically expire upon the expiration or termination of the Grant Agreement, or upon the satisfactory completion of all obligations hereunder, whichever occurs first (the “Expiration Date”), except that the obligations contained in subsections 3(g), 3(h), and 3(i) shall survive any such expiration. This Agreement may be terminated by the Grantee for cause at any time upon 14 calendar days’ written notice to the Sub-Grantee. “For cause” shall mean a material breach of this Agreement and any amendments to this Agreement. If this Agreement is terminated prior to the Expiration Date, the Sub-Grantee shall receive payment on a pro rata basis for eligible Activities that have been completed prior to the termination. Termination of this Agreement does not alter the Grantee or the Metropolitan Council’s authority to recover grant funds on the basis of a later audit or other review, and does not alter the Sub-Grantee’s obligation to return any grant funds due to the Grantee or the Metropolitan Council as a result of later audits or corrections. If the Grantee or the Metropolitan Council determines that the Sub-Grantee has failed to comply with the terms and conditions of this Agreement, the Grant Agreement, or the applicable provisions of the Metropolitan Livable Communities Act, the Grantee may take any action to protect the Grantee or the Metropolitan Council’s interests and may refuse to disburse additional grant funds and may require the Sub-Grantee to return all or part of the grant funds already disbursed. 14. Effect of Grant. Issuance of this grant neither implies any Grantee or Metropolitan Council responsibility for the condition of the Property nor imposes any obligation on the Grantee or the Metropolitan Council to participate in any activities on the Property. By awarding grant funds to the Sub- Grantee for the Activities and executing this Agreement, the Grantee and the Metropolitan Council assume no responsibility for (a) any damage to persons, property, or the environment caused by implementation of the Activities; or (b) determining whether intended uses of the Property identified in the grant application or potential future uses of the Property, including any residential uses, are suitable for the Property. [signatures to follow] 11 HP145-58-730196.v2 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of ___________, 2021. CITY OF HOPKINS By: ____________________________ Jason Gadd Its: Mayor By: ____________________________ Michael Mornson Its: City Manager STATE OF MINNNESOTA ) ) 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 City. Notary Public 12 HP145-58-730196.v2 VISTA 44 LLC By: _________________________________ Its: _________________________________ STATE OF MINNESOTA ) ) ss COUNTY OF ____________ ) The foregoing instrument was acknowledged before me this _____ day of ____________, 2021, by _______________, the ______________________ of Vista 44 LLC, a limited liability company. Notary Public NOTARY STAMP OR SEAL A-1 HP145-58-730196.v2 EXHIBIT A Grant Agreement [to be attached] B-1 HP145-58-730196.v2 EXHIBIT B Legal Description of the Property Lots 14, 15, 16, 17, 18 and 19, inclusive, Block 8, West Minneapolis, according to the recorded plat thereof, Hennepin County, Minnesota, together with that part of the adjacent vacated alley that accrued thereto by reason of the vacation thereof, and that part of Lots 13 and 20, said West Minneapolis, which lies southerly of the following described line: Commencing at the southeast corner of said Lot 16; thence North 03 degrees 02 minutes 02 seconds East along the east line of said Block 8, a distance of 156.25 feet to the point of beginning of the line to be described; thence North 86 degrees 52 minutes 42 seconds West a distance of 264.42 feet to the west line of said Lot 20 and said line there terminating. 1 HP145-58-730047.v2 SUB-GRANT AGREEMENT (Metropolitan Council Livable Communities Act Grant – TBRA Contamination Cleanup Grant Program) THIS SUB-GRANT AGREEMENT (this “Agreement”) is made as of this ___ day of _____________, 2021 (the “Effective Date”), by and between the CITY OF HOPKINS, a Minnesota municipal corporation (the “Grantee”) and VISTA 44 LLC, a Minnesota Limited Liability Company (the “Sub-Grantee”). WHEREAS, on April 20, 2021, the Grantee entered into the Metropolitan Livable Communities Act Grant Agreement with the Metropolitan Council (the “Metropolitan Council”), a copy of which is attached hereto as Exhibit A (the “Grant Agreement”) and is incorporated herein and made part of this Agreement; and WHEREAS, the Grant Agreement provides that the Metropolitan Council is to grant to the Grantee a sum not to exceed $172,300, which funds shall be used to fund a portion of the Sub-Grantee’s environmental clean-up of its property, which is legally described on the attached Exhibit B (the “Property”); and WHEREAS, the Grantee and the Sub-Grantee have agreed for the Sub-Grantee to assume certain duties and responsibilities of the Grantee 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. The Grantee will distribute funds received under the Grant Agreement upon the continuing compliance by the Sub-Grantee with its obligations hereunder. The Sub-Grantee shall use the grant proceeds which are being provided by the Grantee under this Agreement solely for Cleanup Costs (as defined in the Grant Agreement) for the cleanup of the Property in accordance with the Project Summary (as defined and attached to the Grant Agreement). The grant proceeds shall not be used for any ineligible uses as described in the Grant Agreement. The Sub-Grantee understands and agrees that any reduction or termination of Tax Base Revitalization Account funds made available to the Metropolitan Council from the Tax Base Revitalization Account of the Metropolitan Livable Communities Fund may result in a like reduction in the amount of the grant proceeds that will be made available to the Sub-Grantee pursuant to this Agreement. Pursuant to Section 2.07 of the Grant Agreement, the parties agree that none of the grant funds may be made available to any subgrantee or subrecipient without the prior written consent of the Metropolitan Council. 2. Grantee’s Obligations. The Grantee will be responsible for reimbursing the Sub-Grantee for the costs of the Work (as later defined) up to a total amount of $172,300 (which will be funded from the grant proceeds received from the Metropolitan Council). The Grantee will disburse funds to the Sub-Grantee pursuant to this Agreement and the Grant Agreement, based upon reimbursement requests submitted by the Sub-Grantee and reviewed and approved by the Grantee and the Metropolitan Council. Reimbursement requests must be accompanied by all information and documentation needed by the Grantee pursuant to Section 2.10 of the Grant Agreement to submit a payment request form to the Metropolitan Council. In order to ensure that all funds are drawn prior to the expiration of the grant, all payment requests must be received by the Grantee at least 60 days prior to the grant-term expiration date of December 31, 2023 unless extended by the Grantee in writing, otherwise any unrequested funds will be lost. The Grantee shall have no obligation 2 HP145-58-730047.v2 to disburse any of these funds if, at the time of disbursement, the Sub-Grantee is in default under any of the terms of this Agreement. 3. Sub-Grantee’s Obligations. The Sub-Grantee shall perform and satisfy certain obligations of the Grantee under the Grant Agreement. Specifically, but without limiting the foregoing, the Sub-Grantee must perform all the following with respect to the Work and in satisfaction of the Grant Agreement obligations: a. The Sub-Grantee will be responsible for performing all of work on the Property set forth in the Project Summary that is attached to the Grant Agreement (the “Work”). All work provided by the Sub-Grantee under this Agreement must be performed to the Grantee’s and the Metropolitan Council’s reasonable satisfaction and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. The Sub-Grantee will not receive payment for work found by the Grantee or the Metropolitan Council to be reasonably unsatisfactory or performed in violation of federal, state, or local law. b. The Sub-Grantee will comply with all requirements and conditions of the Grant Agreement applicable to the Work that, by their nature, must be performed by Sub-Grantee rather than Grantee and that are conditions of award of funds under the Grant Agreement. c. The Sub-Grantee must take all other actions as are needed to ensure compliance with the Grant Agreement and provide such information and assistance to the Grantee as may reasonably be needed to ensure the Grantee can comply with the requirements of the Grant Agreement that, by their nature, must be performed by the Grantee rather than the Sub- Grantee. d. Upon completion of the Work, the Sub-Grantee must provide to the Grantee the required certifications from the Minnesota Pollution Control Agency and the Minnesota Department of Health as set forth in Section 3.04 of the Grant Agreement. e. In order to permit the Grantee and the Metropolitan Council to monitor compliance with this Agreement, the Sub-Grantee shall permit any person that the Grantee or the Metropolitan Council designate, at the Grantee or the Metropolitan Council’s expense, to visit and inspect the Property, corporate books and financial records and documents of the Sub-Grantee as relevant to receipt and expenditure of the grant funds or this Agreement and to discuss its affairs, finances, and accounts (as they relate to receipt and expenditure of the grant funds or this Agreement) with the principal officers of Sub-Grantee, all at such reasonable times and as often as the Grantee or the Metropolitan Council may reasonably request during the term of this Agreement and for a period of six years after the termination of this Agreement. f. The Sub-Grantee will not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, membership or activity in a local civil rights commission, disability, sexual orientation or age and will take affirmative action to insure applicants and employees are treated equally with respect to all aspects of employment, rates of pay and other forms of compensation, and selection for training. 3 HP145-58-730047.v2 g. If the Sub-Grantee recovers funds pursuant to an action under Minnesota Statutes Section 115B.04, or other law, to recover the reasonable and necessary costs of the Work incurred to clean up the Property, the Sub-Grantee shall repay to the Grantee that portion of the grant. The reasonable litigation expenses or other costs of legal or technical assistance incurred by the Sub-Grantee may be deducted from recovery obtained in accordance with this paragraph and reimbursed to the Sub-Grantee before the proceeds of recovery are distributed in accordance with this paragraph. Subject to the deduction provided in this paragraph, amounts recovered by the Sub-Grantee or the Grantee from responsible persons and all other amounts otherwise received by the Sub-Grantee or the Grantee for cleanup of the Property shall be used to reimburse the Grantee, the Metropolitan Council, or any other non-responsible party who contributed funds for cleanup of the Property in proportion to their respective payments for response costs. This provision shall survive the expiration or termination of this Agreement. h. If the Sub-Grantee earns any interest or other income from the grant funds received from the Grantee under this Agreement, the Sub-Grantee must use the interest earnings or income only for the purposes of implementing the Work. i. Pursuant to Section 6.01 of the Grant Agreement, because the Project includes affordable housing units, Grantee is required to ensure that said housing units will remain “affordable,” as that term is defined in the Grant Agreement, for a minimum period of 15 years. Said obligation may be satisfied if other Project funding sources require an affordability term of at least 15 years. Because the Project is funded by Minnesota Housing Finance Agency (“MHFA”) Housing Infrastructure Bonds pursuant to Minn. Stat. 462A.37, it has been determined that the affordability requirement in Section 6.01 will be ensured for a period of at least 15 years. However, if at any point it is determined that the Sub-Grantee is not participating in said program or in another state or federal program that will ensure such affordability for the period required via formal instrument, or if there is any other reason to believe that there are no instruments in place to ensure the same, as required in the Grant Agreement, Sub-Grantee agrees that it will execute any instruments to ensure such affordability, in a form that meets the Grantee’s satisfaction. A failure to adhere to this subsection may result , at Grantee’s request, in Sub-Grantee being required to pay back grant funds received pursuant to this Agreement. j. Pursuant to Section 6.02 of the Grant Agreement, Sub-Grantee agrees and acknowledges that it, as Project owner, must adopt and implement an affirmative fair housing marketing plan for all housing units within the Project. To that end, Sub-Grantee agrees that before it will be eligible for any grant funds under the terms of this Agreement, it shall adopt and implement such a plan, which shall substantially conform to affirmative fair housing marketing plans published by the U.S. Department of Housing and Urban Development (“HUD”) or sample affirmative fair housing marketing plans published by MHFA. Such plan shall be made available to Grantee upon its request. A failure to adhere to this subsection may result , at Grantee’s request, in Sub-Grantee being required to pay back grant funds received pursuant to this Agreement. k. Sub-Grantee will receive Project-based Housing Choice Vouchers for all units contained within the housing project, which means that it does not need to adopt and implement a separate Section 8 Housing Choice Voucher policy as required in Section 6.03 of the Grant 4 HP145-58-730047.v2 Agreement. However, if it is later determined by the Grantee that such a policy is required, by Metropolitan Council or otherwise, or if it is later determined that Sub-Grantee is not participating in a Project-based program, Grantee may require Sub-Grantee to adopt and implement a separate Section 8 Housing Choice Voucher policy as required in the Grant Agreement. A failure to adhere to this subsection may result , at Grantee’s request, in Sub- Grantee being required to pay back grant funds received pursuant to this Agreement. 4. Ownership and Condition of the Property. The Sub-Grantee makes the following representations: a. It is the owner of the Property in fee simple. b. To the best of the Sub-Grantee’s knowledge, the Property does not violate any applicable federal, state, or local law, ordinance, or regulation. c. There are no actions, suits, or proceedings pending, at law or in equity, or to the knowledge of the Sub-Grantee threatened, against or affecting it or the Property, and the Sub-Grantee is not in default with respect to any order, writ, injunction, decree, or demand of any court or any governmental authority. d. The consummation of this transaction and performance of the Sub-Grantee’s obligations under this Agreement will not result in any breach of, or constitute a default under any mortgage, deed of trust, lease, bank loan, or credit agreement, partnership agreement, or other instrument which affects the Sub-Grantee, or to which the Sub-Grantee is a party. e. It has not used the Property in connection with the generation, disposal, storage, treatment, or transportation of hazardous substances and that the Property will not be so used during the term of this Agreement by the Sub-Grantee, its agents, tenants, or assigns, except in compliance with a Minnesota Pollution Control Agency (“MPCA”) approved Development Response Action Plan. f. It has obtained or caused its contractors and/or affiliates to obtain, all the insurance described in Section 5 of this Agreement and such policies of insurance are in full force and effect as of the date of this Agreement. g. The individual(s) signing this Agreement on behalf of the Sub-Grantee are duly authorized to execute this Agreement on the Sub-Grantee’s behalf. 5. Affirmative Covenants. The Sub-Grantee hereby covenants and agrees that it shall: a. Insurance. i. Purchase and maintain such insurance, or cause its contractors and/or affiliates to purchase and maintain such insurance, as will protect it from claims which may arise out of, or result from, the Work completed under this Agreement, whether such operations be by the Sub-Grantee or by any subcontractor, or by anyone directly employed by them, or by anyone for whose acts any one of them may be liable. 5 HP145-58-730047.v2 ii. For the term of this Agreement and in connection with the Work completed pursuant to this Agreement, secure the following coverages and comply with all provisions noted, or cause its contractors and/or affiliates to secure, the following coverages and comply with all provisions noted. Upon written request by Grantee, during the term of this Agreement, the Sub-Grantee will provide certificates of insurance evidencing current coverages. Commercial General Liability Insurance: $1,500,000 per occurrence $2,000,000 general aggregate $2,000,000 products/completed operations total limit $1,000,000 personal injury and advertising injury This policy shall be written on an occurrence basis using ISO form CG 00 01 or its equivalent. The Sub-Grantee represents that there is no per claim limit under the Sub-Grantee’s occurrence-based policy. Coverage shall include contractual liability and XCU. Notwithstanding the foregoing, the Sub-Grantee will obtain, or cause its contractor and/or affiliates to obtain completed operations coverage for three years after substantial completion of the Work. Upon written request by Grantee, the Sub-Grantee is required to add, or to cause its contractors and/or affiliates to add, the Grantee and any specified officials, employees, volunteers, and agents as Additional Insureds to the Commercial General Liability and Umbrella policies fulfilling the requirements of this Agreement with respect to liabilities caused in whole or in part by the Sub-Grantee’s acts or omissions, or the acts or omissions of those acting on the Sub-Grantee’s behalf in the performance of the ongoing operations, services, and completed operations of the Sub-Grantee under this Agreement. The coverage provides shall be primary and non- contributory. Automobile Insurance: Coverage shall be provided for hired, non-owned, and owned automobiles. Minimum limits of $1,000,000 combined single limit. Workers’ Compensation and Employers’ Liability: Workers’ Compensation as required by Minnesota statutes. Employers’ Liability Limits: $500,000/$500,000/$500,000 Professional Liability/Errors and Omissions Coverage (if applicable): Per Claim Limit: $500,000 Per Occurrence Limit: $1,500,000 Aggregate Limit: $2,000,000 This policy is to be written as acceptable to the Grantee. Certificates of Insurance must indicate if the policy is issued on a claims-made or occurrence basis. If coverage is carried on a claims-made basis, then: i) the retroactive date shall be noted on the certificate and shall be prior to 6 HP145-58-730047.v2 or the day of the inception of this Agreement; and ii) evidence of coverage shall be provided for three years beyond expiration of this Agreement. iii. The Sub-Grantee shall provide the Grantee with prior notice of any lapse in the insurance required under this Agreement including cancellation, and/or non- renewal or material change in coverage. iv. The above sub-paragraphs establish minimum insurance requirements, and it is the sole responsibility of the Sub-Grantee to purchase and maintain, or cause its contractors and/or affiliates to purchase and maintain, additional coverages as Sub- Grantee may deem necessary in connection with this Agreement. v. The Certificate of Insurance must demonstrate that the policy is issued pursuant to these requirements. Copies of insurance policies shall be submitted to the Grantee upon written request. vi. Certificates shall specifically indicate if the policy is written with an admitted or non- admitted carrier. Best’s Rating for the insurer shall be noted on the certificate and shall not be less than an A-. b. To the fullest extent permitted by law, the Sub-Grantee shall defend, indemnify, and hold harmless the Grantee and the Metropolitan Council and their officials, employees, and agents from and against all claims, damages, losses and expenses, including but not limited to, attorneys’ fees, arising out of or resulting from the conduct or implementation of the Work funded by this Agreement, except to the extent the claims, damages, losses, and expenses arise from the Grantee or the Metropolitan Council’s own negligence. Claims included in this indemnification include, without limitation, any claims asserted pursuant to the Minnesota Environmental Response and Liability Act (MERLA), Minnesota Statutes Chapter 115B (CERCLA) as amended, United States Code Title 42, Section 9601 et seq., and the federal Resource Conservation and Recovery Act of 1976 (RCRA) as amended, United States Code Title 42, Sections 6901 et seq. This obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which otherwise would survive the expiration or termination of this Agreement. This indemnification shall not be construed as a waiver on the part of either the Grantee or the Metropolitan Council of any immunities or limits on liability provided by Minnesota Statutes Chapter 466 or other applicable state or federal law. c. Promptly pay and discharge all taxes, assessments, and other governmental charges imposed upon it or upon its income and profits or upon the Property, and any and all claims for labor, material or supplies or rental charges or charges of any other kind which, if unpaid, might by law become a lien or charge upon the Property, provided, however, that the Sub- Grantee shall not be required to pay any such tax, assessment, charge or claim, if the Sub- Grantee is contesting the validity of such matters, in good faith, through appropriate proceedings, and the Sub-Grantee sets aside on its books adequate reserves for the payment of such claims. 7 HP145-58-730047.v2 d. Maintain the Property in good repair, working order, and condition and from time to time, make or cause to be made all necessary renewals, replacements, and repairs so that at all times the Sub-Grantee’s business can be conducted efficiently. e. Establish and maintain accurate and complete accounts and records relating to the receipt and expenditure of all grant funds received from the Grantee. Notwithstanding the expiration and termination provisions of this Agreement, such accounts and records shall be kept and maintained by the Sub-Grantee for a period of six years following the completion of the Work or six years following the expenditure of the grant funds, whichever occurs earlier. Accounting methods shall be in accordance with generally accepted accounting principles. f. The accounts and records of the Sub-Grantee shall be audited in the same manner as all other accounts and records of the Sub-Grantee are audited and may be audited or inspected on the Sub-Grantee’s premises or otherwise by individuals or organizations designated and authorized by the Grantee or the Metropolitan Council at any time, following reasonable notification to the Sub-Grantee, for a period of six years following the completion of the Work or six years following the expenditure of the grant funds, whichever occurs earlier. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices of the Sub-Grantee that are relevant to this Agreement are subject to examination by the Grantee and the Metropolitan Council and either the Legislative Auditor or the State Auditor, as appropriate, for a minimum of six years. g. The Sub-Grantee shall include in any contract or subcontract for the Work appropriate provisions to ensure contractor or subcontractor compliance with all applicable state and federal laws and this Agreement, including, but not limited to, federal and state laws relating to stormwater discharges (i.e. Code of Federal Regulations, Title 40, parts 122 and 123 and the Metropolitan Council’s 2040 Water Resources Policy Plan and the local water management plan). Along with such provisions, the Sub-Grantee shall require that contractors and subcontractors performing work covered by this grant obtain all required permits, licenses, and certifications, and comply with all applicable state and federal Occupational Safety and Health Act regulations, especially the federal Hazardous Waste Operations and Emergency Response standards under Code of Federal Regulations, Title 29, Sections 1910.120 and 1926.65. h. Construct the Property to meet all applicable local codes, rehabilitation standards, ordinances, and zoning regulations. The Grantee and the Metropolitan Council assume no responsibility for obtaining any applicable local, state, or federal licenses, permits, bonds, authorizations, or approvals necessary to perform or complete the Work. The Sub-Grantee and its contractors, if any, must comply with all applicable licensing, permitting, bonding, authorization, and approval requirements of federal, state, and local governmental and regulatory agencies, including conservation districts. i. Acknowledge the financial assistance provided by the Metropolitan Council in promotional materials, press releases, reports and publications relating to the Work which are funded in whole or in part with the grant funds. The acknowledgment must contain the following or comparable language: 8 HP145-58-730047.v2 “Financing for this project was provided by the Metropolitan Council Metropolitan Livable Communities Fund.” Until the Work is completed, the Sub-Grantee must ensure the above acknowledgment language, or alternative language approved by the Metropolitan Council’s authorized agent, is included on all signs (if any) located on the Property or construction sites. The acknowledgments and signage should refer to the “Metropolitan Council” (not the “Met Council” or the “Metro Council”). j. Provide the Grantee with all information that is needed by the Grantee to submit the required written progress reports and annual written reports required by Section 3.03 of the Grant Agreement. 6. Negative Covenants. The Sub-Grantee covenants and agrees that for the term of this Agreement, it will not: a. Merge or consolidate with or into any other entity. b. Default upon any contract or fail to pay any contract or fail to pay any of its debts or obligations as the same mature, subject to the applicable cure periods set forth in such a contract. c. Generate, dispose of, use, store, treat, or transport hazardous waste substances on, in, over or across the Property or allow the Sub-Grantee’s tenants to do so; provided, however, that Sub-Grantee may treat or remediate hazardous substances pursuant to an MPCA approved Development Response Action Plan and Sub-Grantee and its tenants may use, store, and transport hazardous substances on, over or across the Property as is reasonably necessary to the use of the Property as residential, commercial, or office property provided such use, storage, and transportation complies at all times with all applicable federal, state, and local statutes, codes, regulations, and ordinances. 7. Miscellaneous. a. All representations and warranties contained herein or made in writing by or on behalf of the Sub-Grantee in connection with the transactions contemplated hereby shall be made as of the Effective Date but survive the execution and delivery of this Agreement and the advances hereunder. All statements contained in any certificate or other instrument delivered by or on behalf of the Sub-Grantee pursuant thereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by the Sub-Grantee. b. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties. c. No amendment, change, waiver, or modification of this Agreement shall be valid unless it is in a written document which Sub-Grantee, and the Grantee sign, and the Grantee’s waiver of any breach or default of any of the Sub-Grantee’s obligations, agreements, or covenants 9 HP145-58-730047.v2 under this Agreement shall not be deemed to be a waiver of any subsequent breach of this Agreement, or any other obligation, agreement, or covenant. The Grantee’s forbearance in pursuing or enforcing a remedy for the Sub-Grantee’s breach of any of the obligations set forth in this Agreement shall not be deemed a waiver of the Grantee’s rights and remedies with respect to such breach. d. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be an original, but all of which shall constitute one agreement. e. This Agreement supersedes and has merged into all prior oral agreements between the Grantee and the Sub-Grantee regarding the Work. f. Any notices required or contemplated hereunder shall be effective upon the placing thereof in the United States Mail, certified mail, return receipt requested, postage prepaid, and addressed as follows: If to the Grantee: City of Hopkins 1010 1st Street South Hopkins, MN 55343 Attn: Jan Youngquist, Community Development Coordinator If to the Sub-Grantee: Vista 44 LLC 2610 University Avenue West, Suite 100 St. Paul, MN 55114 Attn: Lee Bons And copy to: Bridget A. Hust Hust Law Firm, PLLC 1900 Fifth Street Towers 100 South Fifth Street Minneapolis, MN 55402 g. This Agreement shall be interpreted and construed according to the laws of the State of Minnesota. All litigation regarding this Agreement shall be venued in the appropriate state or federal district court in Hennepin County, Minnesota. h. Neither party may assign or transfer its rights and obligations under this Agreement without the prior consent of the other party, provided that such party’s assignee or transferee assumes all obligations under this Agreement and the other party consents to the assignment in writing. Said agreement to assignment shall not unreasonably be withheld by the consenting party. 8. Relationship. It is agreed that nothing contained in this Agreement is intended or should be construed as creating the relationship of agents, partners, joint venturers, or associates between the parties hereto or as constituting the Sub-Grantee as the employee of the Grantee for any purpose or in any manner 10 HP145-58-730047.v2 whatsoever. The Sub-Grantee is an independent contractor and neither it, nor its employees, agents, or representatives are employees of the Grantee. 9. MGDPA. All data collected, created, received, maintained or disseminated for any purpose in the course of the Sub-Grantee’s performance of this Agreement is governed by the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, and any other applicable state statutes, any state rules adopted to implement the Act and statutes, as well as federal statutes and regulations on data privacy. 10. Copyrights. The Sub-Grantee certifies that it: (a) is the owner of any renderings, images, perspectives, sections, diagrams, photographs or other copyrightable materials (collectively “copyrightable materials”) that are in the grant application or submitted to the Grantee as part of the grant application process or that the Sub-Grantee is fully authorized to grant permissions regarding the copyrightable materials; and (b) the copyrightable materials do not infringe upon the copyrights of others. The Sub-Grantee agrees that the Grantee and the Metropolitan Council have a non-exclusive royalty-free license and all necessary permissions to reproduce and publish the copyrightable materials for noncommercial purposes, including but not limited to press releases, presentations, reports and on the Internet. The Sub-Grantee also agrees that it will not hold the Grantee or the Metropolitan Council responsible for the unauthorized use of the copyrightable materials by third parties. 11. Restrictions on Loans or Grants by Sub-Grantee. The Sub-Grantee shall not use the grant proceeds for loans or grants to any subrecipient at any tier unless the Sub-Grantee obtains the prior written consent of the Metropolitan Council. 12. Business Subsidy Law. The Sub-Grantee must comply, if appropriate and applicable, with any “business subsidy” requirements of Minnesota Statutes Sections 116J.993 to 116J.995 that apply to the Sub-Grantee’s expenditures or uses of the grant funds. 13. Expiration and Termination. This Agreement shall automatically expire upon the expiration or termination of the Grant Agreement, or upon the satisfactory completion of all obligations hereunder, whichever occurs first (the “Expiration Date”), except that the obligations contained in subsections 3(i), 3(j), and 3(k) shall survive any such expiration. This Agreement may be terminated by the Grantee for cause at any time upon 14 calendar days’ written notice to the Sub-Grantee. “For cause” shall mean a material breach of this Agreement and any amendments to this Agreement. If this Agreement is terminated prior to the Expiration Date, the Sub-Grantee shall receive payment on a pro rata basis for eligible Work activities that have been completed prior to the termination. Termination of this Agreement does not alter the Grantee or the Metropolitan Council’s authority to recover grant funds on the basis of a later audit or other review, and does not alter the Sub-Grantee’s obligation to return any grant funds due to the Grantee or the Metropolitan Council as a result of later audits or corrections. If the Grantee or the Metropolitan Council determines that the Sub-Grantee has failed to comply with the terms and conditions of this Agreement, the Grant Agreement, or the applicable provisions of the Metropolitan Livable Communities Act, the Grantee may take any action to protect the Grantee or the Metropolitan Council’s interests and may refuse to disburse additional grant funds and may require the Sub-Grantee to return all or part of the grant funds already disbursed. 14. Effect of Grant. Issuance of this grant neither implies any Grantee or Metropolitan Council responsibility for the contamination at the Property nor imposes any obligation on the Grantee or the Metropolitan Council to participate in the cleanup of the Property contamination or in the cleanup costs beyond the grant amount of this Agreement. By awarding grant funds to the Sub-Grantee for the 11 HP145-58-730047.v2 Work and executing this Agreement, the Grantee and the Metropolitan Council assume no responsibility for (a) any damage to persons, property, or the environment caused by Property cleanup activities or implementation of the Work; or (b) determining whether intended uses of the Property identified in the grant application or potential future uses of the Property, including any residential uses, are suitable for the Property. [signatures to follow] 12 HP145-58-730047.v2 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of ___________, 2021. CITY OF HOPKINS By: ____________________________ Jason Gadd Its: Mayor By: ____________________________ Michael Mornson Its: City Manager STATE OF MINNNESOTA ) ) 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 City. Notary Public 13 HP145-58-730047.v2 VISTA 44 LLC By: _________________________________ Its: _________________________________ STATE OF MINNESOTA ) ) ss COUNTY OF ____________ ) The foregoing instrument was acknowledged before me this _____ day of ____________, 2021, by _______________, the ______________________ of Vista 44 LLC, a Minnesota limited liability company. Notary Public NOTARY STAMP OR SEAL A-1 HP145-58-730047.v2 EXHIBIT A Grant Agreement [to be attached] B-1 HP145-58-730047.v2 EXHIBIT B Legal Description of the Property Lots 14, 15, 16, 17, 18 and 19, inclusive, Block 8, West Minneapolis, according to the recorded plat thereof, Hennepin County, Minnesota, together with that part of the adjacent vacated alley that accrued thereto by reason of the vacation thereof, and that part of Lots 13 and 20, said West Minneapolis, which lies southerly of the following described line: Commencing at the southeast corner of said Lot 16; thence North 03 degrees 02 minutes 02 seconds East along the east line of said Block 8, a distance of 156.25 feet to the point of beginning of the line to be described; thence North 86 degrees 52 minutes 42 seconds West a distance of 264.42 feet to the west line of said Lot 20 and said line there terminating.