CR 2013-046 Hennepin County Environmental Response Fund Grant Sub-Recipient Agreement for Lutheran Digest SiteA:0�
City of Hopkins
May 14, 2013
Council Report 2013-046
HENNEPIN COUNTY ENVIRONMENTAL RESPONSE FUND GRANT
SUB -RECIPIENT AGREEMENT FOR LUTHERAN DIGEST SITE
Proposed Action
Staff recommends approval of the following motion: approve execution of sub -recipient
agreement with Klodt Development for environmental clean-up funds for the former Lutheran
Digest site.
Overview
The Hennepin County Environmental Response Fund (ERF) funds the disposal of asbestos
contaminated soil, associated consulting activities and MPCA fees. In 2012 the City of Hopkins
was awarded $96,000 toward the disposal of asbestos contaminated soil at the former
Lutheran Digest site. This grant does not include the former Park Nicollet parcel or the
remaining project development area being utilized for Gallery Flats. The sub -recipient
agreement primarily addresses the roles and responsibilities of each party in the distribution of
the grant funds.
Primary Issue to Consider
• What does the sub -recipient agreement consist of?
Supporting Information
• Sub -recipient Agreement
Stacy Unowsky
Public Housing Manager
Financial Impact: $ 0 Budgeted: Y/N Source: _PIR fund (501)
Related Documents (CIP, ERP, etc.):
Notes:
Council Report 2013-046
Page 2
Analysis of Issues
What does the sub -recipient agreement consist of?
The agreement holds the redeveloper accountable for meeting all the requirements of the
grant agreement, including the following:
• Development of 163 residential rental units and ground level retail/restaurant space
• Creation of 14 FTEs
• Addition of an estimated $287,620 in net tax capacity
It also contains requirements that further protect the City, including insurance requirements
and the right to demand the return of the grant funds if conditions are not met.
Alternatives
The Council has the following alternatives:
• Approve execution of the sub -recipient agreement.
• Deny execution of the sub -recipient agreement and relinquish ERF funds for the
Lutheran Digest site.
SUS -RECIPIENT AGREEMENT
THIS AGREEMENT, made on or as of the day of ,
2013, by and between the City of Hopkins, a home rule charter city under the laws of the State of
Minnesota (hereinafter referred to as the "City"), having its principal office at 1010 First Street
South, Hopkins, Minnesota 55343, and Klodt Development, LLC, a Minnesota limited liability
company (hereinafter referred to as the "Redeveloper"), having its principal office at 50
Groveland Terrace, Suite A, Minneapolis, Minnesota 55403.
RECITALS:
A. The Redeveloper is in the process of developing the Gallery Flats Multi -Family
Housing Development located at 31 — 9"' Avenue South and $15 First Street South within the
City (the "Redevelopment Property").
B. The redevelopment of the Redevelopment Property includes the investigation,
assessment, removal, handling and disposal of asbestos contaminated soils located on the
Redevelopment Property and associated consulting and investigation activities, including
Minnesota Pollution Control Agency fees.
C. At the request of the Redeveloper, the City applied for grant funds from
Hennepin County's (the "County") Department of Environmental Services (the "Department") to
provide funding for investigation and response actions described in Recital Paragraph B and in
the Grant Application related to the assessment and removal of contaminated soils and other
work described in Recital Paragraph B on the Redevelopment Property (which investigation and
response actions are referred to herein as the "Work").
D. Pursuant to an Application to the County - dated March 7, 2012, (the
"Application"), the City has been awarded an Environmental Response Fund Grant (the "Grant")
in the amount of $96,000.00, which Grant will be disbursed by the County to the City pursuant to
the terms and conditions .of the Environmental Response Fund Grant Agreement attached hereto
as Exhibit A (the "Grant Agreement' }.
E. The Redeveloper has agreed to pay any amount by which the cost of the Work
exceeds the Grant.
F. The parties desire to set forth in writing their agreement as to the disbursement of
the Grant from the City to Redeveloper.
NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual
representations, warranties, covenants and agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
HopCivillSubRecipientAgmtKlodtDevelopment5.9.13.2
1. Accuracy of Recitals. The parties agree that the above Recitals are true and
accurate and are incorporated in and made a part of this Agreement.
2. Disbursement of Grant Funds. If and to the extent that the City receives funds
pursuant to the Grant Agreement, the City shall timely disburse them to or for the benefit of the
Redeveloper solely for the uses and purposes for which such funds were disbursed by the
County, subject to the terms and conditions of this Agreement and the Grant Agreement. The
City makes no representation or warranty concerning the availability or sufficiency of the Grant.
3. Use of Funds. Redeveloper shall use any and all funds disbursed to it hereunder
solely to pay, or to reimburse itself for paying, the costs and expenses incurred by Redeveloper in
connection with the Work and otherwise in accordance with and subject to the conditions
imposed upon the City in the Grant Agreement. Redeveloper shall take all steps necessary- to
assure such use of funds through its contracts with its contractors.
4. Redeveloper Obligations. The Grant Agreement is incorporated in and made a
part of this Agreement in its entirety. Redeveloper does hereby assume and agree to perform and
observe all of the covenants, obligations, agreements and conditions to be performed or observed
by the City under the Grant Agreement. Without limiting the generality of the foregoing, the
Redeveloper specifically agrees as follows:
A. Redeveloper: i) is the fee owner of all tracts or parcels of land comprising
the Redevelopment Property on which the Work is to be performed; or ii) has entered
into Purchase Agreements or Option Agreements by which Redeveloper is entitled to
acquire fee title to all parcels comprising the Redevelopment Property on which the Work
is to be performed.Redeveloper has obtained irrevocable written approval for the
performance of the Work from all owners of parcels that Redeveloper has not yet
acquired fee title to, and Redeveloper has the legal right to perform the Work on the
Redevelopment Property. Redeveloper shall deliver to the City copies of all Purchase
Agreements and Option Agreements for parcels comprising the Redevelopment Property
to which Developer has not yet acquired fee title together with the Owner's approvals for
performance of the Work.
B. The Redeveloper shall expeditiously and diligently commence and pursue
the Work within the time frames specified in the Application and Grant Agreement.
Redeveloper shall immediately notify the City in the event of any change in the prospects
for the timely completion of the Work.
C. All contracts for performance of the Work shall comply with the
provisions of Paragraph 5 of the Grant Agreement. Redeveloper shall perform the Work,
and shall include in any contract for performance of any part of the Work provisions
requiring the contractor to perform such part of the Work fully in compliance with the
terms and conditions of the Grant Agreement and in a good and workmanlike manner and
in accordance with applicable state and federal laws and regulations, including, without
limitation, applicable MPCA regulations and requirements and applicable OSHA
regulations, including the federal Hazardous Waste Operations and Emergency Response
Standards (29 CFR 1910.120 and 29 CFR 1926.65).
HopCivil/SubRecipientAgmtK]odoevelopment.5.9.13.2 2
D. In the event that the County, pursuant to Paragraph 6 of the Grant
Agreement, demands return of grant funds already disbursed, Redeveloper forthwith shall
within ten (10) days of demand by the City pay the City the amount demanded by the
County.
E. Redeveloper shall comply with all record keeping and audit requirements
of the Grant Agreement and maintain accurate and complete books, accounts and records
pertaining to the Work (including without limitation any independent audits of
Redeveloper required by the Grant Agreement) and permit City, County and Minnesota
State Auditor representatives and other parties designated in the Grant Agreement to have
free access to and to inspect and copy all books, accounts, records and contracts relating
to the Work and to discuss the same, as well as the progress and findings of the Work,
with Redeveloper's project managers at reasonable times and intervals. The Redeveloper
shall retain such materials and such access and rights shall be in force and effect during
the period of the Grant Agreement and for six (6) years after its termination or
cancellation. Upon request, Developer shall deliver to the City accurate and. complete
copies of 911 books, accounts, records, contracts and other documents related to the Work
and required to be maintained pursuant to this Agreement and the Grant Agreement. The
documents to be delivered to the City shall include, but are not limited to, all results of
tests and inspections performed as part of the Work and all reports, summaries and
assessments related to or describing the Work or results thereof. All documents delivered
to the City pursuant to this Agreement shall be public information, and may be retained
by the City.
F. Redeveloper shall prepare and timely submit to the City and County all
reports on grant fund distribution and Work progress as required by the Grant Agreement.
The City shall not be obligated to make applications for disbursement to the County
under the Grant Agreement until and unless Redeveloper has provided all required
documents and information to the City.
G. The City's authorization of the submission of the Applications under the
County's ERF Program was predicated on the understanding that the City would not incur
any financial obligations and that the Redeveloper would be responsible for the payment
of all cost of the Work in excess of the Grant, including, without limitation, any required
local contribution or local match required under the Programs. If the City is required to
actually pay any amount in connection. with the Grant, the Redeveloper shall within ten
(10) days after request by the City, and as a condition of the City's payment of such
amounts, pay or reimburse the City for such amounts.
H. The Redeveloper shall provide all certifications at the times the same are
required to be provided under the Grant Agreement.
I. The Redeveloper agrees at all times during the term of this Agreement and
for two (2) years after the termination hereof, to have and keep in force, and to require its
contractors and subcontractors to have and keep in force, the following insurance
coverage:
HopCivillSubRecipientAgntModtDevelopment.5.9.13.2 3
1. Commercial General Liability on an occurrence basis with Contractual Liability
Coverage:
Limits
General Aggregate $2,000,000
Products -Completed Operations Aggregate $2,000;000
Personal and Advertising Injury $1,000,000
Each Occurrence —
Combined Bodily Injury and Property Damage $1,000,000
2. Automobile Liability — Combined single limit each occurrence for 51,000,000
bodily injury and property damage covering owned, non -owned,
and hired automobiles.
3. Workers' Compensation and Employer's Liability:
a. Workers' Compensation Statutory
If the contractor is based outside the State of Minnesota,
coverage must apply to Minnesota laws.
b. Employer's Liability. Bodily Injury by:
Accident — Each accident 5500,000
Disease — Policy Limit 5500,000
Disease — Each Employee $500,000
4.. Professional Liability— Per Claim and Aggregate $1,000,000
The Redeveloper and any contractor or subcontractor performing any of the Work
under this Agreement shall furnish certificates of insurance to the City for the insurance
coverages. listed above, and provide updated certificates as coverage expires. Neither the
Redeveloper nor any contractor or subcontractor shall commence the Work until the
Redeveloper and any contractor or subcontractor has obtained the required proof of
insurance which clearly evidences required insurance coverage. Redeveloper shall
otherwise comply with the requirements of Paragraph 9 of the Grant Agreement related to
insurance and provide all insurance policies and coverages required thereby, all without
cost to the City.
The foregoing insurance coverages and requirements may be satisfied by the
Redeveloper or the Redeveloper's contractors purchasing and maintaining in effect
insurance policies and coverages complying with the requirements stated in this
Paragraph 4. By entering into this Agreement, City does not waive any statutory,
common law or other -immunities or limitations on City's liability, and City specifically
reserves all such immunities and limitations of its liability.
J. The Redeveloper shall include in any contract, provisions that require its
contractors to comply with all applicable state and federal laws and regulations regarding
employment and workplace safety.
Hop CiviUSubRecipientAgmtKlod``.Development.5.9.132 4
In accordance with the City's policies against discrimination, no person shall be
excluded from full employment rights or 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; and no
person who is protected by applicable Federal or State laws, rules, or regulations against
discrimination shall be otherwise subjected to discrimination.
5. Disbursement Procedures.
A. Redeveloper shall prepare and submit to the City periodic payment
requests for the costs and expenses of the Work in the form required by the County, the
City and the Grant Agreement, and the City shall forward the same to the County in the
manner and upon the schedule set forth in the Grant Agreement. The Redeveloper shall
submit such other documentation as the City or County may require relative to costs of
the Work.
B.. Payment requests may be submitted no more than monthly and shall be
submitted on or before the first day of the month.
C. Upon the City's receipt of funds from the County, the City shall forward
the same to the Redeveloper or the contractor designated by Redeveloper, provided (i)
Redeveloper is not.in default hereunder and (ii) there has not occurred any change which,
in the. reasonable judgment of the City, materially adversely affects the prospects for the
timely completion of the Work, as adjusted for any delay in obtaining City approvals.
b. Indemnity. Redeveloper hereby releases and agrees to indemnify, defend and
hold harmless the City, the County, the Department, their officials, directors, officers, employees
and. agents, and their respective heirs, successors and assigns (collectively, the `.`Indemnified
Parties") from and against any and all claims, demands, judgments, penalties, liabilities, costs,
damages and expenses ("Liabilities"), directly or indirectly incurred by any of the Indemnified
Parties, arising from the subject matter of this Agreement, Redeveloper's default under this
Agreement and/or the performance or nonperformance of the Work. Redeveloper specifically
agrees that the Indemnified Parties shall have no responsibility for, and the foregoing indemnity
shall cover, Liabilities arising under environmental laws and regulations related to the Work.
7. Independent Contractor. The Redeveloper shall select the means, method, and
manner of performing the Work. Nothing is intended or should be construed in any manner as
creating or establishing the relationship of co-partners between the City and the Redeveloper or
as constituting. the Redeveloper as the agent, representative, or employee of the City for any
purpose or in any manner whatsoever. The Redeveloper is to be and shall remain an independent
contractor with respect to all services and activities performed under this Agreement. Any and
all personnel of the Redeveloper or other persons while engaged in the performance of any work
or services required by the Redeveloper under this Agreement shall not be deemed to have any
contractual relationship with the City and shall not be considered employees of the City by virtue
of this Agreement. Any and all claims related to the Work that may. or might arise under the
Minnesota Economic Security. Law or the Workers' Compensation Act of the State of Minnesota
HopCivil/SubRecipientAgmtKlodtDevelopment.5.9.13.2 5
on behalf of said personnel, arising out of employment or alleged employment including without
limitation, claims of discrimination against the Redeveloper, its officers, agents, contractors, or
employees shall in no way be the responsibility of the City. The Redeveloper shall defend,
indemnify and hold harmless the City, its officials, officers, agents, and employees from any and
all such claims. Such personnel or other persons shall neither require nor be entitled to any
compensation, rights, or benefits of any kind whatsoever from the City, including, without
limitation, tenure rights, medical and hospital care, sick leave, Workers' Compensation, Re-
employment Compensation, disability, severance pay, and retirement benefits.
S. Costs and Expenses. Redeveloper agrees to reimburse the City within fourteen
(14) days of demand by the City for all reasonable out-of-pocket expenses paid or incurred by the
City (including costs and fees and expenses of the City's attorneys at the rate of $250.00 per
hour) in connection with the negotiation, preparation, approval, review, execution, delivery,
amendment, modification, interpretation, collection and enforcement of this Agreement. The
obligation of Redeveloper under this paragraph shall survive any termination of this Agreement.
9. Default, Remedies. This Agreement shall terminate if the Grant Agreement is
terminated in accordance with its terms and conditions. In addition, if Redeveloper should
default under this Agreement, then in addition to any and all other rights and remedies available
to the City under law, the City may suspend or terminate its obligation to forward funds received
pursuant to the Grant Agreement to Redeveloper, except that Redeveloper shall be given an
opportunity to cure as provided for in the Grant Agreement.
10. Notices. All notices, requests and other communications hereunder shall be in
writing and shall be delivered personally or by fust class United States mail (postage prepaid)
addressed to the recipient at the below address, or at such other address as such party shall have
specified to the other party hereto in writing. -Notices shall be deemed duly delivered for all
purposes at the time of personal delivery to the representative of the City or Redeveloper named
below or two business days after being deposited in the United States mail. The addresses for
notices are as follows:
If to the City:
City of Hopkins
Attention: City Manager
1010 First Street South
Hopkins, M. 55343
Copy to:
Jeremy S. Steiner, Esq.
Steiner & Curtiss, P.A.
400 Wells Fargo Bank Building
1011 First Street South
Hopkins, VIN 55343
HopCiviUSubRecippientAgmtKiodtDevelopment.5 9.13.2
If to Redeveloper:
Klodt Development, LLC
50 Groveland Terrace, Suite A
Minneapolis, MN 55403
Atten: John Bell
11. Miscellaneous.
A. Governing Law. All matters relating to the interpretation, construction,
validity and enforcement of this Agreement shall be governed by the laws of the State of
Minnesota.
B. Entire Agreement. This Agreement contains the entire agreement of the
parties relating to the subject matter hereof and supersedes all prior agreements and
understandings with respect to such subject matter, and the parties hereto have made no
agreements, representations or warranties relating to the subject matter of this Agreement
which are not set forth herein.
C. Amendments. No amendment or modification of this Agreement shall be
deemed effective unless made in writing and signed by the parties hereto.
D. No Waiver. No term or condition of this Agreement shall be deemed to
have been waived, nor shall there be any ' estoppel to enforce any provisions of this
Agreement, except by a statement in writing signed by the party against whom
enforcement of the waiver or estoppel is sought. Any written waiver shall not be deemed
a continuing waiver unless specifically stated, shall operate only as to the specific term or
condition waived and shall not constitute a waiver of such term or condition for the future
or as to any act other than that specifically waived.
E. Assignment. This Agreement shall not be assignable, in whole or in part,
by either party. without the prior written consent of the other party.
F. Counterparts. This Agreement may be simultaneously executed in any
number of counterparts, and such counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.
G. Severability. To the extent any provision of this Agreement shall be
invalid or unenforceable, it shall be considered deleted herefrom and the remainder of.
such provision and of this Agreement shall be unaffected and shall continue in full force
and effect.
H. Exhibits; Captions and Headlines; Interpretation. Exhibit A hereto is
incorporated herein by reference. The captions and paragraph headings herein are for
convenience of reference only and shall not affect the construction or .interpretation of
this Agreement. Should any provision of this Agreement require judicial interpretation,
it is agreed that the court interpreting or construing the same shall not apply a
HopCivi/SubRecipientAgntyJodtDevelopment.5.9.13.2 7
presumption that the terms hereof shall be more strictly construed against one party by
reason of the rule of construction that a document is to be construed more strictly against
the party who itself or through its agent prepared the same, it being agreed that the agents
of both parties have participated in the preparation hereof.
I. Bindini; Effect. This Agreement shall be binding on and inure to the
benefit of the parties hereto and their respective successors and permitted assigns.
J. No Third -Party Beneficiaries. There are no third party beneficiaries of
this Agreement, intended or otherwise.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Its
Its
HopCivil/SubRecipientAgmtKlodtDevelopment.-�.9.132 8
CITY:
CITY OF HOPKINS
REDEVELOPER:
KLODT DEVELOPMENT, LLC
-, a• , r �,n 'D
r. � ORIGINAL
s
EXHIBIT A BAR 13-0014
Contract No. A130174
ENVIRONMENTAL RESPONSE FUND GRANT AGREEMENT
BETWEEN THE CITY OF HOPKINS AND
HENl�t'EPIN COUNTY DEPARTMENT OF ENVIRONMENTAL SERVICES
This Agreement is between the County of Hennepin, State of Minnesota ("County") at A2300 Government Center;
Minneapolis, MN 55487 by its Department of Environmental Services (`-Department") and the City of Hopkins
("Grantee") with offices located at 1010 South 1" Street, Hopkins, Minnesota, 55343.
Grantee has submitted as application to the County for a grant to be used for a portion of the asbestos contaminated
soil disposal costs, and associated consulting activities and MPCA fees at the Former Park NicoIletlLntheraa Digest
Redevelopment project site located at 31 9's Avenue South and 815 191 Street South, in fIopkins, Minnesota. The
ERF grant is only for activities on the Lutheran Digest site.. The application is incorporated into this Agreement by
reference.
The parties agree as follows:
GRANT AMOUNT AND COMPLETION -
The,
County shall grant to Grantee a sum not to exceed Nmety-six Thousand dollars ($96,000.00) ("ERF Grant")
which funds shall be only for expenses incurred in performing activities specified in the.Application and as may be
further described in Exhibit A to this Agreement oras approved by the County. Approved activities as may be
described in Exhibit A and in the application, attached as Exhibit B, are referred as the "Project'. Administrative
costs incurred by Grantee are not eligible for reimbursement. Exhibits A and B are attached and incorporated by
this reference.
Grantee shall complete the Project within two (2) years of execution of this Agreement and within the terms stated
herein. Any material change in the scope of the Project, inaludmg time schedule and budget, must be approved in
writing by the County. Upon approval by the County Administrator, the duration of this Agreement maybe
extended for up to twelve (12) months. Funds made available pursuant to this Agreement shall be used only for
expenses incurred in.performing such purposes and activities deserted in the Application and this Agreement.
2. ACCOUNTING AND RECORD KEEPING
For all expenditures of fiords made pursuant to this Agreement, Grantee shaIl keep financialrecords including
properly executed contracts, invoices, and other documents sufficient to evidence in proper detail the nature and
propriety of the expenditures. Accounting methods shall be in accordance with generally accepted accounting
principles.
ne County, the State Auditor, or any of their duly authorized representatives at any time during normal business
hours, and as often as they may reasonably deem nwcssary, shall have access to and the right to examine. audit,
excerpt, and transcn'be any books, documents, papers, records, etc., which are pertinent to the accounting practices
andprocedures of Grantee and involve transactions relating to this Agreement. Such materials shall be maintained
and such access and rights shall be in force and effect during'the period of the Agreement and for six (6) years after
its termination- or cancellation.
3. PAYN=JDTSBURSEMENT SCHEDULE
County will disburse funds to Grantee pursuant to this Agreement, based on a payment request form provided by the
County, submitted by Grantee and approved by the County. Payment requests can be submitted once per month and
mustbe accompanied by supporting invoices that relate to activities in the approved Project budget. Subject to
verification of adequacy of a written disbursement request and approval of consistency with this Agreement, the
County will disburse the requested amount to Grantee within six (6) weeks after receipt of a written disbursement
request. Ile final request for disbursement must be submitted within six (6) months of the expiration date of this
Agreement.
4. REPORTING
Grantee shall submit to the County a report on the distribution of funds and the prom-ess of the Project covered from
the date of the grant award through June 30 of each year. The reports must be received by the County no later than
July 25 of each year. The repor t~shail identify speck moms listed in the applicadon and q mdtatively measure the
progress of such goals. Reporting forms willbe provided by the County. In addition, the required doc i€nentian
listed in Exhibit A should be supplied as it becomes available.
5. CONTRACTS
Grantee shall include in any contract, provisions that rez c contractors to comply with all applicable State and
Federal laws andrebgulatioas regarding employment and workplace safety.
In accordance with Hennepin Caunty's policies a_aiast discrimination, Grantee ..hall not excl & any person from
full employmentrights or participation is or the benefits of any program, service, or activity on the grounds of race,
color, creed, rahgion; age, sex, disa'oility, marital status, sexual orie tafon, psblic assistance status, or national
origin; and no parsonwho is pretectedby applicable F -demi or State laves, rales, or regulations against
discrimination & allbe otherwise subjected to discrimination.
Publie Grantees and any contactors or subcD=actors perform.±g services as Dart of this Ageem ant shall I foL?ow
that public Grantee's Affirmative Action policy against diserimination-
6. TERlVINATION, CANCELLATION AND ASSIGNIlMNi
This Agreement may be canceled by the Cou ty upon sixty (60) days written notice to Grantee without cause. In the
event of such cancellation, Grantee shall be entitled to payment; determined on a pro ram basis, for work or services
satisfactorily performed up to the effective date of such cancellation.
If the County finds that there'.;?; been a failure to comply with the provisions of this Agreement, that reasonable
progress has not been made toward commencement or completion of the assessment and/or clean-up activities
specified in the Application and 'Lis Agreement, notwithstandinc any other provisions of this Agreement to the
contrary and ager written notice and reasonable opportunity to cure, the County may refuse to disburse additional
fimds and/or require the return of all or part of the funds already disbursed, to the extent such funds were used for
purposes other than activities contemplated by this Agreement.
If the County fords that there has been a violation of any stare, f da_ral w local law, the County may upon written
notice immediately cancel this Agreement m its entirety and may withhold or del��-y payment. In the event of a
decision to withhold or delay payment, the County shall f, ani sh prior written notice to Grantee specifically
identifying the reason for withholding o-- delaying such payment.
This Agreement may not be assigned without the prior v7itten consent cf the Couity.
7. nMEPENDENT CONTRACTOR ,
Grantee shall select the means, method, and manner of performing the Project. No6ing is intended or should be
construed in any manner as crew or establishing the relationship of co-partners betveen the pities or as
constituting Grantee as the agent, representative, or employee of the County for any purpose. Grantee shall remain
an independent contractor with respect to all services and activities perforrned under this Agreement. Any personnel
of Grantee or other persons while engaged in the performance of any mark or services requtsed by Grantee under
this Agreement will have no cortrac'val relationship with the County, and vdU not be considered employees of tha
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, withont limitation, claims of discrimimation against Grantee, its officers, agents,
contactors, or employees. Grantee shad defend, indemnify and hold harmless the County, its of cials, offcers,
agents, and employees from all such claims irrespective of any determination of any pertmant Crib,mal, aget:cy,
board, commission, or court Such personnel or other persons shall neither require nor be entitled to any
compensation, lights, or benefits of any ldnd whatsoever from the County, including, w thnuft limitation, tenure
rights, medical and hospital care, sick leave, Workers' Compensation, Re-employment Compensation, disability,
severance pay, and retirement benefits.
8. MEMNIFICATION
Grantee agrees to defend, indemnify and holdharmless, 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 ar omission of Grantee, its contractors or
subcontractors or anyone directly or indirectly employed by them, and/or any party that directly or indirectly
benefits from the activities specified in this Agreement, and/or anyone for whose acts and/or omissions they may be
liable in the performance of the activities specified in this Agreement -and against all loss by reason of the failure of
Grantee to perform any obligation under this Agreement
9. INSURANCE •
In order to protect the County and those listed above under the indemnification provision, Grantee agrees at all tines
during the term of this Agreement and beyond such terra when so required, to have and keep or cause to have and be
kept in force, and to -cause all contractors to do likewise, the following insurance coverages under either a purchased
insurance or self-insurance program:
L Commercial -General Liability on an occurrence basis with Contractual Liability Coverage:
The insurance must be maintained continuously for a period of t;vo years after the termination of
this Agreement.
Grantee shall require that any independent contractors rendering assessment and/or clean-up activities under this
Agreement furnish certificates of insurance to Grantee of the insurance coverages listed above, and provide updated
certificates as coverages expire.
An umbrella or excess policy over primary liability coverages is an acceptable method to provide the required
insm-ance limits. The above establishes minimum insurance requirements. It is the sole responsibility of Grantee to
determine the meed for and to procure additional insurance which may be needed in connection with this Agreement
Limits .
General Aggregate
$2,0.00,000
Products -Completed Operations Aggregate
2,000,000 .
Personal and Advertising Iujury
1,500,000
Each Occurrence --
Combined Bodily Injury and Property Damage
1,500,000
2. Aitomobile Liability - Combined single limit each occurrence for
1,500,000
bodily injury and property damage covering owned, non -owned, and hired
automobiles.
3. Workers'. Compensation and Employees Liability:
a. Workers' Compensation
Statutory
If the contractor is based outside the State of Minnesota,
coverage must apply to Minnesota laws.
b. Employer's Liability. Bodily Injury by:
Accident—Each accident .
500,000
Disease - Policy Limit
500,000
Disease—Each Employee
500,000.
4. Professional Liability —
Per Claim
1,500,000
Aggregate
2,000,000
The insurance must be maintained continuously for a period of t;vo years after the termination of
this Agreement.
Grantee shall require that any independent contractors rendering assessment and/or clean-up activities under this
Agreement furnish certificates of insurance to Grantee of the insurance coverages listed above, and provide updated
certificates as coverages expire.
An umbrella or excess policy over primary liability coverages is an acceptable method to provide the required
insm-ance limits. The above establishes minimum insurance requirements. It is the sole responsibility of Grantee to
determine the meed for and to procure additional insurance which may be needed in connection with this Agreement
Copies of policies shall be submitted to the County. Grantee and their contractors shall not commence work u=- O it
has obtained required insurance and filed wife the Couity a proper!.y execu`ed Certficate of Il:sumce establishing
compliance. The certificate(s) rut name Hennepin County as the certificate holder and as an additional insured for
the liability coverage(s)for all operations covered ;miler the Agreement. The cetificate must also show that rhe
County will receive 30 day prior tie tten notice in the event of cancellation, nonrenewal, or material change in any
described policies.
If Grantee fair to furnish proof co-,,erages, if requested by tlie County, the Co.inty may withhold payments and/or
pursue any other rights or remedy allowed under Lie contract,, law, ecuity, and/or stattita.
10. MERGER AND MODIlICATIGN
It is understood and agreed that the entire Ageement between the parties is contained herein and that this
Agreement supersedes all oral ageements and negotiations between the pa -ties relating o the sub; act mater hereof.
All items referred to in this Agreement are incorporated or attached and are deemed to be part oft -is Agreement.
.Any alterations, variations, modffcatiors or vvma fivers of provisions o::his Agree=t shall only be valid when they
have been reduced to writing as an amendment to this Agreement signed by the parties.
11. 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 bettfeen the parties and perforn7ance under it. The
appropriate venue and jurisdiction for any Etigsrion 1xiil be those courts located within the County of Hennepin,
State of Minnesota. Litigation, however, in the federal courts involving the parties will be ia�, the appropriate federal
court within the State of Minnesota. If any provision ofthis Agreement is held invalid, illegal or unenforceable, the
reemalaiugprovisions will not be affected.
12. ACKNOWLEDGMENTS
Tice Grantee shall acknowledge the financial assistance prop= ded by the County in promotional materials, press
releases, reports and publications relating to the Project activities described in ExEb!t A which are funded in whole
or in part with the grant fmds. The acknowledgment should contain the following lana age:
.E'intmcingfor this project was prDvided hi part &y the Hennepin Counny E`7viroT4Wer til Response Fund
Untilthe Project activities funded by this Agoement are completed, the Grantee shall ensure the above
acknowledgment language, or alterative language approved the County, is included on all signs located at the
Project or constriction sites that �dentify Project finding parmers or entities providing financial support for the
project.
Until the Project activities fanded by this Agreement are completed.and for one year after that date, the Grantee
shall provide advance notice to the County, including an invitation to the appropriate County Commissioner's office,
of any public events related to the Project.
13. USE OF ERF GRANT A -S A LOAN
An FRF Grant from County to Grantee may not be disbursed by Grantee to any entity as a loan.
COUNTY BOARD AUTHORIZATION
GRANTEE, having signed this agreememt, and the Hennepin County Board of Commissioners having duly
authorized this agreement on the of -4M2013 ,and pursuant to such approval, the proper County
officials having signed this agreemedt, the parties hereto agree to be bound by the provisions herein set forth.
Reviewed
Date:
Attorney's
2
Rech forAp o al
DiredoBy:
r, Departsn ntofEnvironmentai ervices
Date: 3
COUNTY OF - PIl�T
STATE OF TA
By:
Chair of Its County Bo rd
ATTEST:
D Klerk of County Board
Date: 4 • '
By
Da
By
Date:
GRANTEE
Grantee warrants that the person who executed this Agreement
is authorized to do so an behalf of GRANTEE as required by
applicable articles, bylaws, resolutions or ordinances.*
Name: CITY OF HOPIIINS .
By.
Engen ell, Mayor of I-Iopldus
Date: 4-4-13
Mornson, City Manager
Date: 4-4-13
*GRANTEE shalt submit applicable documentation (articles, bylaws, resolutions or ordinances) that confirms the
signatory's delegationof authority. This documentation shall be submitted at the time Grantee returns the Agreement to
fie. County. Documentation is not required for a sole proprietorship.
5
Exhibit A
Former Park Nicollet/Lutheran Digest Redevelopment
Prof ect Summary:
The project site consists ofFa 1.8 acre parcel located nord1 of I" Street South and between S' and 9"
Avenue South. The site is occupied by two vacant strictures, #h-, Former Park Nicollet Clinic and the
Former Lutheran Digest, and the remaining area by parking lots and a small green area. The BRP
application is only for the Lutheran Digest site, a 0.6 acres parcel located at 31 9" Avenue South. The
site was occupied by residential tenement ho,zsing fs•om 1898 until the late 1950s to early 1960s when the
tenement housing was demolished and the debris likely buried on site. In 1960 a bank building was built
on the northwestern part of the site which was later sold and occupied by Lutheran Digest in 1992.
Subsurface investigations identified soil/fil!debris across parts of the site; however, analytical testing
indicated a few detections of arsenic above regulatory levels; however, other parameters were detected
but at concentrations below ree latory levels. Asbestos -containing debris was identified in several test
trenches on the southern and northern pats of the Lutheran Di gest property. The developer proposes to
construct a 4 -story and a 5 -story apartment buildings with a sub ade parking ramp, which will include 1
affordable unit at 60% area median income (AW, 87 affordable units at 80% AMI, and 75 mark -et -.rate
units for a total of 162 units. The ground floor of the 5 -story building is proposed to include mixed-use
space adapted for retail, office, and live/work units.'
Theapplicantrepe,sts ERF assistance fora portion ofthe asbestos contaminated soil disposal costs, and,
associated consulting actitiides and NUCA fees.
The following costs are based on a budget s-Amitted by Grantee. Modifications must be approved in
writing by the County.
Approved gadget for the Former Park Nicollet/Lutheran Digest Redevelopment Project
Site:
Activities relating to the portion of the asbestos contaminated soil disposal costs, and associated
consulting activities related to on-site oversight of only the excavation and disposal of asbestos
contaminated soil and report preparation, and MPCA fees: S96.000.00
Total: $96,000.00
Required Documentation to be Submi�ed to Hennepin County:
Contracts - copies of any contracts between the developer and consultant; and, excavato-hran?spoiter of
asbestos contaminated fill/soil (contracts nu,—show unit rates)
Response Action Plan (RAP) Tmplementaffon Report, including figure showing where asbestos
contaminated fill/soil was excavated
Contaminated fill/soil disposal documentation (unit rates, one manifest per truo'_k per load, and
weight/loadtickets). Include a spread sheet matching manifest load tickets, and final weight
Consultant Invoices (include time period covered by invoice and documentation supporting expenses,
including subcontractor and analytical invoices - include unit ratas and quantities, subcontractor
markup limited to 10% or less)
Contractor Invoices (include time period covered by invoice and documentation supporting expenses
including unit rates and quantities)
MPCA Invoices
NTCA Documents/Approval Letters
Annual project ProgressrSu=ary Report(s).
A-1
Exhibit B
ERF Application
Former Park Nicollet/Lutherau Digest Redevelopment
Hennepin County
Environmental Services
Contaminated Lands Unit
Environmental Response Fund
Grant Application
Project Name: Former Park NicolIet Clinic/Lutheran Digest Redevelopment
Total Amount Requested from ERF: S96^000
Applicant: City of HODIdDS
Address: 1010 First Street S — Hopkins, IWN 55343
Phone: 952 548-6343 Fax: 952-935-1834
E-mail: tbeard(a ho lansmn.com
Municipality: Citv of Hopkins
Project Contact Person: Tara Beard
Phone: 952 548-6343 Fax: 952-935-1834
E-mail: tbeard(ahopkinsmn.com
Application Preparer: John Findley — The Javelin Group
Phone: 952 380-3668 Fax: 952 380-3669
E-mail: ifindlev(nitheiavelingroupine-com
Re,ised 3/7/2012
1
7. Current environmental consultant and legal counsel; if applicable:
Consultant The Javelin Group, Inc. Phone 952 380-3668
Attorney Warehol Meyer PLLC Phone 612-465-0077
8. Legal.description of the site:
Park Nicailet Clinic Parcels:
Lots 15 Through 20 Inclusive Including The Adjoining Vacated AIIey. Block 4. West
MvIs Addition
Lot 14 Block 4. hicluding 112 The Ad! oinfim Vacated AIIe West M Is Addition
S 36 Ft of Lot 13 Including 112 Adjoinine Vacated Alley Block 4. West Mpls Addition
Lutheran Digest Parcel:
Lots 2.12123 And 24 Including Adjoining 1/2 Of Vacated Alley
9. Acreage of site 1_8 Square footage of site 78,843
10. Attach an accurate and legible location map and site diagram showing locations of
relevant site features such as buildings, retaining walls, suspected/known areas of
contamination, etc. (photographs are helpful). The map should include the
property boundaries, a scale tsar and a north arrow. Please see attachment
11. What is the current ZoningjLand use of the site? Mixed -Use
12. Will the proposed final use of the site require a zoning change? YES NO X
If yes, describe the expected zoning and the necessary procedure for obtaining the
change.
13. Current economic condition: Vacant lot
Developed site (describe current conditions) There are two site bviidin s that
14. If the site is currently developed with building(s) but is not occupied, how long
have the building(s) been vacant? 3 years
15. Does this project have municipal land use approval?, YES X NO
If YES, please provide the date and a copy of this approval. If not, please
describe the steps being planned to obtain this approval. See Attached City
Resolutions
16. Does this project have neighborhood support? YES X NO
If YES, please provide a copy of this statement of support. If not, describe what
steps have beenn taken to date and/or plans in place to obtain this support, There
3
. . ' .
II. SITE HISTORY
Please attach a brief synopsis of the site's history. Explain why the site is believed to be
contaminated (if the application is for an assessment grant) or how the site came to be
contaminated. Also list the titles and dates of any supporting environmental reports;
historical information, etc. (See Attachment)
III. CONTAMINATION INVESTIGATION INFORMATION
(Complete this section if your application is for an assessment and/or RAP development.)
1. Current status of the investigation: Not Applicable— Cleanup Application
A. Is the site enrolled in the MPCA VIC or Petroleum Brownfield program?
YES NO
B. Has a Phase I Environmental Assessment been completed?
YES NO
If yes, please send an electronic copy to john.evansCco.hennepin.mn.us
C. Do you have an approved work plan for a Phase H investigation?
YES NO
If yes, please send an electronic copy.
D. Has any portion of the work plan been implemented?
YES NO
E. Please provide electronic copies of any approval andlor comment letters
that you have received from the M`PCA and copies of any reports
documenting investigation activities that have been conducted to date.
2. Briefly stunmarize the identified contamination at the site to date (contaminants,
concentrations, etc.) and the objective of the future planned investigation. If no
soil or groundwater samples have yet been collected at the site, please say so.
M
Total volume of contaminated soil (cubic yards) identified: 3,848 yd$
Total volume of contaminated soil (cubic yards) to be remediated (all contaminant types):
3.848 vd3
5. Complete the following table for groundwater contamination. if no
contamination or limited groundwater investigation has been conducted, please
indicate below. Also, please indicate if a groundwater investigation was
conducted but no contamination was detected. Based on the results of the Phase
I ESA reyorts no significant potential for groundwater contamination was
identified, therefore a groundwater investigation was not completed.
General
Contaminant types
Affected Aquifer
C.e., water table, deeper
Proposed Remedial Activities.
Ma3dmpm
Concent -r -Aon.
e.., VOCs metals
aquifer$)
0.12 mg/kg
0.12.mg/kg.
cell D3'0'-5' depth)
N/A .
Arsenic (Pk Nicollet
9 mg/kg
9.7 mg/kg
Provide the approximate dimensions of contaminant plume on site.and specify if the
plume extends off-site. NIA
6. List all compounds comprising the identified release in soil and the corresponding
coverage and maximum concentration for each compound. Also include
petroleum in the table: If distinct areas of contamination are present at the site,
please describe separately. (NOTE: It is acceptable to provide an overview with
estimated average and maximum concentrations. For the carcinogenic PAH
compounds, provide BaP equivalent concentrations.) .
COmpp d
'tier I.
-SRV reside ":
Average
Conceatratien
Ma3dmpm
Concent -r -Aon.
Mercury (Pk Nicollet .
0.5 mg/kg.
0.12 mg/kg
0.12.mg/kg.
cell D3'0'-5' depth)
Arsenic (Pk Nicollet
9 mg/kg
9.7 mg/kg
9.7 mg/kg
cell B-5 0'-5' !12 )
Arsenic (Lutheran D
9 mg/kg
163 mg/kg
18.3 mg/kg
cell E-1 0'-5' depth)
Arsenic (Lutheran D
9 mg/kg.
11.7 mg/kg
11.7 mg/kg
cell E-2 5'-10' depth)
Asbestos in soil
<1%
14.5%
22%
7. . Please do the same as in #6 for groundwater. N/A
+CIDI � j
H�iL Average
.C�ncentra#ion
it n
Cflncenoa
N/A
7
4. Are there available resources for the RP to pay for the cleanup? YES NO
Please explain:
5. Is a cost recovery plan to recover costs from responsible parties in place?
YES NO
If yes, please attach the planand amount of costs to be recovered.
Has consent of the Attorney General been obtained? YES NO
NOTE: It is not required that you have a plan to recover costs from the party
responsible for the contamination. However, if you are planning on recovering
your costs from the responsible party, attach information on the process.
VL FUNDING SOURCES
1. Is there a possibility that the site will be investigated and/or cleaned up Mthout
ERF money? YES X _VO
Please explain: If DEED does not award' a Zrant. Met Council or Hennepin
County ERF may make un the difference. If no grant is awarded then the
cleanup mavbe completed by the developer, but it could result in delay of the
proiect and/or an increase in the rental rates that rill make the rental units
the comm
2. Have other sources of public or private funding for this project been identified?
YES X NO
If yes, complete the following table:
;" ` #atnsin_ ender
TBRA Grant
$15,000
Pending
DEED Grant
S50,000
Pending
I.Klodt'Ine.
$19,320.50
Commited
Additional TBRA grants have also been obtained for investigation anti cleanup or
'the Park Nicollet lot for which additional funding is not being requested in this
cleanup grant application since a grant has already been obtained.
1 Is this project still waiting to secure any additional funding that is necessary to
commence construction? YES X NO
If yes, please clearly describe what is still needed, the timeline and steps are
Planned to secure this funding.
9
Note: if soil would have to be removed regardless of whether it is clean or contaminated,
then not all soil removal costs are eligible. The applicant must cover the cost equal to the
amount of clean soil removal. The additional incremental costs that arise from the
disposal of contaminated soil are ERF eligible.
CleanupActivities — Clean Soil Handling Costs = SUBTOTAL (Il) S 103,237.50
TOTAL Investigation and Cleanup:
SUBTOTAL (I)+, SUBTOTAL (11) S 103,237.50
Other Proj ect Activities Necessary to Implement RAP
(e.g., acquisition costs, MPCA VIC fees, demolition and all related pre -demo asbestos
and lead paint abatement)
Provide the following information for each activity. Include attachments if necessary.
Activity: Acouisition
Amount: $735,000 (Lutheran Digest Parcell
Start and Ead Dates of Activity: December 2012
Details about how costs were detennined: Purchase. Agreement Amount
Activity: Demolition
Amount: $35,000 amtheran Digest Building)
Start and End Dates of Activity: February -March 2013
Details about how costs were determined: Demolition Contractor Bid
Activity: Asbestos abatement elan, asbestos abatement, and completion report
Amount: $11,763.00
Start and End Dates of Activity: February-Mareb 2013
Details about how costs were determined: Amounts determined from an asbestos
survey and unit cost estimates were obtained from an abatement contractor.
SUBTOTAL (III} _ S 781,763.00
TOTAL Investigation, CIeanup and Other Project Activities:
SUBTOTALS (1) +(II) + (IIn S 885,000.50
I
c
VIII. REDEVELOPMENT
DEVELOPMENT VALDE
1. What is the total cost of the redevelopment project (including environmental
costs)? 524.750.000
2. What is the proposed construction schedule? Discuss the potential for delays and
other issues that may arise. )Vhat must occur before investigation and%or
development and cleanup activities can proceed?
Qr,94={SI11 1=RTACKC RV VPAR AMM) MONTH
Cleanup Completion date 5/30/2013
Construction Completion date - 8/30/2014
The redevelopment project is ready for commencement of construction beginning
February 2413. Environmental studies have been completed. No delays are
expected, Unexpected delays may result from winter construction delays or natural
disasters.
3. What is the current property valuation of the site? 5389,000
4.- What is the proposed property valuation upon completion of redevelopment
project? $24,750.000
5.. What are the current property taxes (prior to cleanup)? 514,475.14
6. What are the anticipated property taxes upon completion of redevelopment
project? $495.000
7. Is/Will the project be in a TIF district? No
8. What are the annual T1F proceeds expected to be and for how long? N/A
12
-
�MMM�
1 7-
- •
®�C� DMS
interior Finish
.. .
�M®M�M�...M-
Cleanup Completion date 5/30/2013
Construction Completion date - 8/30/2014
The redevelopment project is ready for commencement of construction beginning
February 2413. Environmental studies have been completed. No delays are
expected, Unexpected delays may result from winter construction delays or natural
disasters.
3. What is the current property valuation of the site? 5389,000
4.- What is the proposed property valuation upon completion of redevelopment
project? $24,750.000
5.. What are the current property taxes (prior to cleanup)? 514,475.14
6. What are the anticipated property taxes upon completion of redevelopment
project? $495.000
7. Is/Will the project be in a TIF district? No
8. What are the annual T1F proceeds expected to be and for how long? N/A
12
. b
t
precipitation through an infiltration structure rather than increasing
streamflow during storm events that are the primary contributor to surface
water auaW degradation. The development would easily qualify for LEED
Silver Level.
Describe how the community will derive benefit from the project. Provide a description
of to what extent the project will remove blight; also indicate other benefits such as green
space creation, affordable housing creation, tax base increase or other economic benefits,
etc. to helpquantify the community benefit of your project.
This proiect will create a tremendous community benefit. The proposed mixed use
development will be the first development along the 8th Avenue promenade urged in
the Comprehensive Plan and Hopkins LRT Area Plan that will serve as a catalyst
for future development that will create a vital link between downtown and the
proposed Hopkins LRT station. The development will bring 163 units of upscale
housing to downtown Hopkins that will rejuvenate downtown businesses. In
addition, the redevelopment will replace the abandoned site buildines and blighted
properties that are an eve sore generating only 514.500 in #ages with a flagship
development that will generate an estimated $495,000 in taxes to Benefit the
community. The development will also provide green space and increase ridership
on the Southwest LRT line to reduce coneestion on area highways.
RESIDF24T AIL DEVELOPMENT (if applicable)
Does this project coatri�ute to the local municipality's approved livable. communities
housing.mix goals? 1f so, in what way? If not, in what other way does this project create
benefit for the local community? Please explain..
Yes,. This project fits the Met Council Livable Communities guidelines because it
provides new housing and commercial/retail space in close proximity to jobs and
services.
Rental
Total of rental units to be developed: 163
Breakdown by number of bedrooms
# of.Uniis
# of Bedrooms
Rental Rate
18
Studio
$800-$1,000. .
100
One
$1,0541-$1,300
45
Two
$1,295-$1,600
Number of affordable units 1 @ 60% of the area median income
Number of affordable units Si @ 60% of the area median income
14 .
CITY OF HOPIC[NS
HENNE-PIN COUNTY, AUNNESOTA,
RESOLUTION NO.' 201',7084
RESOLUTION APPROVING APPLICATION TO HENNEPIN COUNTY
ENVMON-ATENTAL RESPONSE FUND FORFORMERPARD
NICOLLETIL . UTHE R DIGEST REDEVELOPMENT
BE IT RESOLVED by the City. Council of the City of Ho-plinsi Minnesota,
approves the Former Park Nicollet / Luther Dibest Redevelopment project, for WE, ch an
Environmental Response Fund grant application is being submitted to the lUnnepin
County Department of Environmental Services on November 1, 2012, by the city of
1. certify that the'abova resolution was adopted by the City Council on November 7, 2012.
M"10F =HM