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IV.4. Approval of Sub-Grant Agreement between the City of Hopkins and TF Hopkins LLC Blake Road Station Site B; Youngquist September 6, 2022 Council Report 2022-077 Sub-Grant Agreement between the City of Hopkins and TF Hopkins LLC for a DEED Contamination and Cleanup Grant for Blake Road Station Site B Proposed Action Staff recommends adoption of the following motion: Move to approve the Sub-Grant Agreement between the City of Hopkins and TF Hopkins LLC for the DEED Contamination and Cleanup Grant and authorize the Mayor and City Manager to execute the agreement. Overview The State of Minnesota’s Department of Employment and Economic Development (DEED) offers contamination and cleanup grants to help local communities pay for assessing and cleaning up contaminated sites for redevelopment. On April 19, 2022 the Hopkins City Council authorized staff to apply for funding assistance through the DEED contamination and cleanup grant program on behalf of Trilogy Real Estate Group for environmental investigation and cleanup costs for Site B of the Blake Road Station development, located at 8490 Excelsior Boulevard. The City was awarded a contamination and cleanup grant in the amount of $280,251 from DEED. The grant requires a match of at least 25 percent. Since the City will act as a pass-through agency to the developer, the City and developer need to enter into a sub-grant agreement that requires the developer to comply with the DEED grant terms, including providing the local match. Trilogy has formed a limited liability company, TF Hopkins LLC, which owns the property. Therefore, the sub-grant agreement is between the City of Hopkins and TF Hopkins LLC. The sub-grant agreement was drafted by the City Attorney and has been reviewed by Trilogy. Primary Issues to Consider • Does the City wish to act as a pass-through agency to TF Hopkins LLC for the DEED contamination and cleanup grant to assist with environmental investigation and cleanup costs at 8490 Excelsior Boulevard? Supporting Information • Sub-Grant Agreement with TF Hopkins LLC ___________________________ Jan Youngquist, AICP Community Development Coordinator Financial Impact: $____0_____Budgeted: Y/N ___ Source: __________ Related Documents (CIP, ERP, etc.): _______________________________________ 1 DOCSOPEN-HP145-60-812565.v2-8/18/22 CONTAMINATION AND CLEANUP SUB-GRANT AGREEMENT This Contamination and Cleanup Sub-Grant Agreement (“Contract”) is entered into on this ____ day of _____________, 2022, 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-22- 0008-Z-FY22 (“Grant Contract”) in connection with the Blake Road Station Apartments – Phase B (“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 Project is only on Lot 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. To the fullest extent Sub-Grantor receives funds from the Grantor, the Sub-Grantor hereby grants to the Sub-Grantee the amount of TWO HUNDRED EIGHTY THOUSAND TWO HUNDRED FIFTY-ONE and 00/100 Dollars ($280,251.00) for Cleanup Costs for the abatement of contaminants, or such lesser amount that Sub-Grantor actually receives from Grantor. Additionally, Sub-Grantee agrees to pay up to $93,417.00 toward the work to cover the required 25% match contained in section 4.1 of the Grant Contract and shall otherwise take direction from Sub-Grantor to ensure adherence to all terms and requirements of the Grant Contract related to said match. 2 DOCSOPEN-HP145-60-812565.v2-8/18/22 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 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 thirty (30) days after receipt of funds from the Grantor. 4. REPORTING. The Sub-Grantor shall provide notification of reporting requirements to Sub-Grantee at least forty-five (45) days prior to the required submission date. 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: Josh Peters Senior Project Manager TF Hopkins, LLC 520 W. Erie St., Ste. #100 Chicago, IL 60654 708-341-0321 jpeters@trilogyreg.com b. Assignment. Sub-Grantee may neither assign nor transfer any rights or obligations 3 DOCSOPEN-HP145-60-812565.v2-8/18/22 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. Notwithstanding the foregoing, the Sub-Grantee may, without the Sub-Grantor’s consent assign this Contract to an affiliate of the Sub-Grantee that is owned by or under common ownership with the Sub-Grantee or any affiliate of Sub- Grantee; provided that any such transferee must enter into an agreement pursuant to which it assumes and agrees to perform the obligations of the Sub-Grantor under this Contract. 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, unless such claims or causes of action are the result of Sub-Grantor’s negligence or breach of this Contract. 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. 4 DOCSOPEN-HP145-60-812565.v2-8/18/22 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 Hennepin 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. [***Signature Pages Follow***] 5 DOCSOPEN-HP145-60-812565.v2-8/18/22 IN WITNESS OF THE ABOVE, the parties have caused this Agreement to be executed on the date and year written above. CITY OF HOPKINS By: ____________________________________ Patrick Hanlon, Mayor By: ____________________________________ Michael Mornson, City Manager STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _____ day of ________, 2022, by Patrick Hanlon 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 6 DOCSOPEN-HP145-60-812565.v2-8/18/22 TF HOPKINS LLC By: _______________________________ Its: _______________________________ STATE OF ILLINOIS ) ) SS. COUNTY OF ____________ ) The foregoing instrument was acknowledged before me this __ day of ________________, 2022, 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 July 22, 2022