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CR 12-023 Approve Agreement with Hennpin County for Maetzold Field Improvement ProjectMarch 1, 2012 NOPKINS Council Report 2012-023 Approve Agreement with Hennepin County for Maetzold Field Improvement Project Proposed Action. Staff recommends adoption of the following motion: Move that Council authorize the Mayor and City Manager to sign an agreement between the City of Hopkins and Hennepin County regarding the Hennepin Youth Sports Program funding for the Maetzold Field Improvement proiect. Overview. The City was approved for $150,000 in grant funds from the Hennepin Youth Sports Program to upgrade field #3 at Maetzold Field plus other improvements. The proposed agreement lays out the conditions of the grant award, including: term, how funds may be used, how they will be paid, default/cancellation terms, indemnification of the County and other conditions. None of the conditions are unreasonable or burdensome. The agreement requires the project to be completed by July 31, 2013. Staff recommends City Council approve the agreement. Supporting Information. T ed ounty Agreement Steven J. Stadler Public Works Director Financial Impact: $ 150,000 Henn Cty_grant, $30,000 Twins Comm Fund grant + $25,000 City contribution and HALL donated lighting system Budgeted: Y Source: City contribution - Park Improvement Fund 301 Related Documents (CIP, ERP, etc.): 2012 Park Improvement Fund Notes: Contract No: A112074 AGREEMENT FOR HOPKINS MAETZOLD FIELD IMPROVEMENT PROJECT This Agreement is between the County of Hennepin, State of Minnesota ("COUNTY"), A-2300 Government Center, Minneapolis, MN 55487, and the City of Hopkins, 1010 1st St S, Hopkins, MN 55343 "LOCAL UNIT OF GOVERNMENT " herein "LGU"). Recitals Section 473.757, subd. 2 of Minnesota Statutes authorizes Hennepin County to make grants for youth activities and youth and amateur sports within Hennepin County with certain funds collected as part of the sales tax authorized in Section 473.757, subd. 10 of Minnesota Statutes. 2. Pursuant to Hennepin County Board Resolution 09-0320R3, Hennepin County created the Hennepin Youth Sports Program: The Hennepin Youth Sports Program makes grants for youth sports and activities and amateur sports within Hennepin County. 3. In 2011, as part of the Hennepin Youth Sports Program, by Resolution No. 11-0568R1, Hennepin County authorized an award of $150,000 to the LGU for the Maetzold Field Improvements ("Project"). NOW, THEREFORE, the parties hereto do hereby agree as follows: The parties agree as follows: TERM AND COST OF THE AGREEMENT The LGU agrees to complete and provide all necessary documentation for payment for the Project described in Section 2 by July 31, 2013. The COUNTY agrees to contribute, an amount not to exceed $150,000 to the LGU for the Project. 2. USE OF FUNDS The LGU shall use all funds received under this Agreement for construction of the Project in accordance with the application submitted by the LGU to the Minnesota Amateur Sports Commission. The application for the Project dated October 14, 2011 is. on file with Hennepin County and this application is incorporated into this Agreement by this reference. The LGU shall be solely responsible for securing all additional funds needed for completion of the Project. The LGU agrees that the Project will include a permanent plaque or sign, as agreed to by the LGU and COUNTY, identifying that the Project was made possible by funds from the Hennepin Youth Sports Program. Upon completion of the project, the LGU shall provide information, data, statistics and other metrics related to the project, facilities, participants and/or related activities, including but not limited to usage numbers, who is using the park, and what changes in. usage were noted. This information shall be provided within one year of completion and on an annual basis for two years thereafter. 3. PAYMENT FOR SERVICES All funds shall be paid to LGU after COUNTY has agreed that the Project is complete, demonstrated by a Certificate of Occupancy when applicable or an Affidavit of Project Completion (See Attachment A). In addition, The LGU shall submit invoices for Project expenses with a letter which will be furnished by the COUNTY (see Attachment B). If the total cost of the completed Project is less than the amount identified by the LGU in the budget the LGU submitted for the Project, the COUNTY's payment will be reduced based on a pro rata share of the difference between the budgeted amount and the actual amount. Payment shall be made directly to the LGU upon the presentation of a complete claim in the manner provided by law governing the COUNTY'S payment of claims and/or invoices. Payment shall be made within forty-five (45) days from receipt of the invoice. 4. PROFESSIONAL CREDENTIALS INTENTIONALLY OMITTED INDEPENDENT CONTRACTOR LGU 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 LGU as the agent, representative, or employee of the COUNTY for any purpose. LGU is and shall remain an independent LGU for all services performed under this Agreement. LGU shall secure at its own expense all personnel required in performing services under this Agreement. Any personnel of LGU or other persons while engaged in the performance of any work or services required by LGU 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 Economic Security Law or the Workers' Compensation Act of the State of Minnesota on behalf of any personnel, including, without limitation, claims of discrimination against LGU, its officers, agents, LGUs, or employees. LGU shall defend, indemnify, and hold harmless the COUNTY, its officials, officers, agents, volunteers, and employees from all such claims irrespective of any determination of any pertinent tribunal, agency, board, commission, or court. Such personnel or other persons shall neither require nor be entitled to any compensation, rights, or benefits of any kind from the COUNTY, 2 including, without limitation, tenure rights, medical and hospital care, sick and vacation leave, Workers' Compensation, Re-employment Compensation, disability, severance pay, and retirement benefits. NON-DISCRIMINATION A. In accordance with the COUNTY's policies against discrimination, LGU 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 subjected to discrimination. INDEMNIFICATION LGU agrees to defend, indemnify, and hold harmless the COUNTY, its 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 LGU, a subcontractor hired by the LGU, 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 LGU to perform any obligation under this Agreement. Nothing in this Agreement constitutes a waiver by the LGUs of any statutory or common law defenses, immunities, or limits on liability. The LGUs cannot be required to pay on behalf of themselves and COUNTY to a third party, any amounts in excess of the limits on liability established in Minnesota Statutes Chapter 466 applicable to any one party. The limits of liability for COUNTY and LGUs may not be added together to determine the maximum amount of liability for LGUs. DATA PRACTICES LGU, its officers, agents, owners, partners, employees, volunteers and subLGUs shall abide by the provisions of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13 (MGDPA), the Health Insurance Portability and Accountability Act and implementing regulations, if applicable, and all other applicable state and federal laws, rules, regulations and orders relating to data privacy or confidentiality. If LGU creates, collects, receives, stores, uses, maintains or disseminates data because it performs functions of the COUNTY pursuant to this Agreement, then LGU must comply with the requirements of the MGDPA as if it were a government entity, and may be held liable under the MGDPA for noncompliance. LGU agrees to defend, indemnify and hold. harmless the COUNTY, its officials, officers, agents, employees, and volunteers from any claims resulting from LGU's officers', agents', owners', partners', employees', volunteers', assignees' or subLGU9' unlawful disclosure and/or use of such protected data, or other noncompliance with the requirements of this section. LGU agrees to promptly notify the COUNTY if it becomes aware of any potential claims, or facts giving rise to such claims, under the MGDPA. The terms of this section shall survive the cancellation or termination of this Agreement. 9. RECORDS — AVAILABILITY/ACCESS Subject to the requirements of Minnesota Statutes Section 16C.05, Subd. 5, LGU agrees that the COUNTY, the State Auditor, the Legislative 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 LGU and involve transactions relating to this Agreement. LGU shall maintain these materials and allow access during the period of this Agreement and for six (6) years after its termination or cancellation. 10. SUCCESSORS, SUBCONTRACTING AND ASSIGNMENTS A. LGU binds itself, its partners, successors, assigns and legal representatives to the COUNTY for all covenants, agreements and obligations contained in the contract documents. B. LGU shall not assign, transfer or pledge this Agreement and/or the services to be performed, whether in whole or in part, nor assign any monies due or to become due to it without the prior written consent of the COUNTY. A consent to assign shall be subject to such conditions and provisions as the COUNTY may deem necessary, accomplished by execution of a form prepared by the COUNTY and signed by LGU, the assignee and the COUNTY. Permission to assign, however, shall under no circumstances relieve LGU of its liabilities and obligations under the Agreement. C. LGU may subcontract for the services to be performed pursuant to this contract. Permission to subcontract, however, shall under no circumstances relieve LGU of its liabilities and obligations under the Agreement. Further, LGU shall be fully responsible for the acts, omissions, and failure of its subLGUs in the performance of the specified contractual services, and of person(s) directly or indirectly employed by subLGUs. Contracts between LGU and each subLGU shall require that the subLGU's services be performed in accordance with the terms and conditions specified. LGU shall make contracts between LGU and subLGUs available upon request. 11. MERGER AND MODIFICATION A. It is understood and agreed that the entire Agreement between the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter. All items that are 4 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. 12. DEFAULT AND CANCELLATION A. If LGU 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 LGU's default is excused by the COUNTY, the COUNTY may upon written notice immediately cancel 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 LGU's compliance. In the event of a decision to withhold payment, the COUNTY shall furnish prior written notice to LGU. B. The above remedies shall be in addition to any other right or remedy available to the COUNTY under this Agreement, law, statute, rule, and/or equity. C. 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. D. This Agreement may be canceled with or without cause by either party upon thirty (30) day written notice. If COUNTY cancels this Agreement without cause upon thirty days written notice, COUNTY shall pay the LGU reasonable expenses incurred prior to the notice of cancellation. E. Provisions that by their nature are intended to survive the term, cancellation or termination of this Agreement include but are not limited to: INDEPENDENT CONTRACTOR; INDEMNIFICATION; DATA PRACTICES; RECORDS- AVAILABILITY/ACCESS; DEFAULT AND CANCELLATION; PROMOTIONAL LITERATURE; and MINNESOTA LAW GOVERNS. 13. CONTRACT PROCESSING AND ADMINISTRATION The Minnesota Amateur Sports Commission ("MASC") will serve as staff liaison in the grant process administration. Responsibilities will include but not be limited to: forwarding all required grant processing documents to LGU; and forwarding appropriate documents to COUNTY for processing and/or execution (i.e., grant contract and invoice requests). MASC will serve as contact for grant administration and/or processing inquiries. Kimberly Spates, or successor (County Contract Administrator), shall manage this Agreement on behalf of the COUNTY and serve as contract liaison between the COUNTY and LGU. 14. COMPLIANCE AND NON -DEBARMENT CERTIFICATION A. LGU shall comply with all applicable federal, state and local statutes, regulations, rules and ordinances currently in force or later enacted. B. if the source or partial source of funds for payment of services under this Agreement is federal, state or other grant monies, LGU shall comply with all applicable conditions of the specific referenced or attached grant. C. LGU certifies that it is not prohibited from doing business with either the federal government or the State of Minnesota as a result of debarment or suspension proceedings. 15. NOTICES 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. Notices to the -COUNTY shall be sent to the County Administrator with a copy to the originating Department at the address given in the opening paragraph of the Agreement. Notice to LGU shall be sent to the address stated in the opening paragraph of the Agreement. 16. PROMOTIONAL LITERATURE LGU agrees that the terms "Hennepin County" or any derivative shall not be utilized in any promotional literature, advertisements of any type or form or client lists without the express prior written consent of the COUNTY. 17. 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. 9 THIS PORTION OF PAGE INTENTIONALLY LEFT BLANK LGU AUTHORIZATION *LGU: City of Hopkins By: Its: And: Its: organized under: Statutory Option A Option B Charter X *LGU shall submit applicable documentation (articles, bylaws, resolutions or ordinances) that confirms the signatory's delegation of authority. This documentation shall be submitted at the time LGU returns the Agreement to the COUNTY. Documentation is not required for a sole proprietorship. COUNTY BOARD AUTHORIZATION COUNTY OF HENNEPIN Reviewed by the County STATE OF MINNESOTA Attorney's Office Date: RV - Chair of Its County Board ATTEST: Deputy/Clerk of County Board Date: And: Assistant/Deputy/County Administrator Date: 8 ATTACHMENT A Affidavit of Project Completion This document is to be completed for projects receiving Hennepin Youth Sports Program Grants where a Certificate of Occupancy, per Minnesota Rules 1300.0220, is not required to be issued. I hereby certify that: 1. The facility/structure listed below is not subject to the conditions of Minnesota Rules 1300.0220 2. This document shall serve in lieu of a Certificate of Occupancy. 3. The construction of the facility is completed as outlined in contract AXXX with Hennepin County 4. The facility is safe to be occupied by the public. 5. The required signage/plaque is in place per county guidelines Facility Address: PIN (if applicable): Legal Description:_ Zoning District:_ Owner Name:_ Address: City State Zip: Phone: Comments: Name of Grant Recipient: Name of Authorized Official (print) Title Signature Date This document is to be mailed to: Kimberly A. Spates and Lynda Lynch County Administration Minnesota Amateur Sports Commission 300 S. 6th Street A-2303 1700 105`h Avenue NE Minneapolis, MN 55487 Blaine, MN 55449 9 ATTACHMENT B SAMPLE REIMBURSEMENT REQUEST LETTER (Submitted on Grant Recipient's Official Letterhead) (Date) Minnesota Amateur Sports Commission Attn: Lynda Lynch 1700 105' Avenue NE Blaine MN 55449 Dear Ms. Lynch: Please accept this letter as our formal request to receive the Hennepin Youth Sports Program grant funds in the amount of $ for (Project Name as noted on Contract). This letter also serves as official notification of our acknowledgement and adherence of the language and provisions of the executed grant agreement A100 (include contract number). Per your request and attached for your review are copies of paid invoices totaling $ . These paid invoices equal or exceed our project's grant award. In addition, to demonstrate the project has been completed and documented as such, a copy of the Certificate of Occupancy is enclosed for your records. I trust the documentation provided is sufficient for your purposes.. Please feel free to contact me if you need additional information or have any questions. Sincerely, (Authorized/Official Signature) 10 .