IP #995 HC Grant outdoor pool Contract No: PR00000728
AGREEMENT FOR
Outdoor Aquatic Facility
This Agreement is between the County of Hennepin, State of Minnesota("COUNTY"),
A-2300 Government Center, Minneapolis, MN 55487,and the City of New Hope located at 4401
Xylon Ave N,New Hope,MN 55428 ("LOCAL UNIT OF GOVERNMENT"herein "LGU").
Recitals
1. 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. For 2018, as part of the Hennepin Youth Sports Program, by Resolution No. 18-0557R1,
Hennepin County authorized an award of$250,000 to the LGU for an outdoor aquatic
facility.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
The parties agree as follows:
1. TERM
The LGU agrees to complete and provide all necessary documentation for payment for
the Project described in Section 2 between January 1, 2019 and July 31, 2020.
2. PROJECT, CONTRIBUTION, USE OF FUNDS, MARKETING AND REPORTING
The LGU shall be responsible for construction of the"Project"in accordance with the
application submitted by the LGU to the Minnesota Amateur Sports Commission. The
LGU's "Application"for the Project dated 10/22/2018 is on file with Hennepin County
and this Application is incorporated into this Agreement by this reference.
Pursuant to the terms herein,the COUNTY shall contribute to the LGU an amount not to
exceed $250,000. The LGU shall be solely responsible for securing all additional funds
needed for completion of the Project. The LGU shall use all funds received under this
Agreement for construction of the Project.
The parties shall cooperatively and collaboratively develop Project marketing including
but not limited to a permanent plaque or sign,news releases, public announcements,
social media, video, civic opportunities, logos and community events. The LGU shall not
unreasonably refuse or withhold participation from any COUNTY initiated marketing
project,plan or strategy.
The LGU shall provide advance copy of the LGU's independently developed messaging
and marketing materials regarding the Project to COUNTY for review and approval.
COUNTY may, in its sole discretion, reject any proposed marketing if COUNTY
determines the proposed marketing does not reflect the spirit or intent of the Project, this
grant or is otherwise contrary to COUNTY's best interests.
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
Upon completion of the Project,the LGU shall submit a Certificate of Occupancy(when
applicable) and/or an Affidavit of Project Completion(See Attachment A), as directed by
COUNTY.
Upon COUNTY's confirmation that the Project is complete, the LGU shall submit
invoices for Project expenses with a Reimbursement Request letter in substantially the
same content and character as 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
5. 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
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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,
including, without limitation,tenure rights, medical and hospital care, sick and vacation
leave, Workers' Compensation, Re-employment Compensation,disability, severance pay,
and retirement benefits.
6. 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.
7. 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.
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8. DATA PRACTICES
LGU, its officers, agents, owners,partners, employees, volunteers and subcontractors
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 subcontractor's 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.
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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 subcontractors in the
performance of the specified contractual services, and of person(s) directly or
indirectly employed by subcontractors. Contracts between LGU and each
subcontractor shall require that the subcontractor's services be performed in
accordance with the terms and conditions specified. LGU shall make contracts
between LGU and subcontractors 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
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
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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.
Thomas Rupp, or successor, 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.
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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.
THIS PORTION OF PAGE INTENTIONALLY LEFT BLANK
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COUNTY BOARD AUTHORIZATION
Reviewed for COUNTY by COUNTY OF HENNEPIN
the County Attorney's Office: STATE OF MINNESOTA
By:
Reviewed for COUNTY by: ATTEST:
Board Resolution No: By:
Document Assembled by:
Thomas Rupp
E-signed 2019-05-20 09:44AM CDT
thomas.rupp@hennepin.us
Hennepin County
Sr.Financial Management Analyst
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LGU
LGU warrants that the person who executed this Agreement is authorized to do so on behalf of
LGU as required by applicable articles, bylaws,resolutions or ordinances.*
By:
Kirk McDonald
E-signed 2019-05-20 11:22AM CDT
kmcdonald@newhopemn.gov
City Manager
*LGU represents and warrants that it has submitted to COUNTY all applicable documentation
(articles, bylaws,resolutions or ordinances)that confirms the signatory's delegation of authority.
Documentation is not required for a sole proprietorship.
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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 PR00000728 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:
Lynda Lynch
Minnesota Amateur Sports Commission
1700 105th Avenue NE
Blaine,MN 55449
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ATTACHMENT B
SAMPLE REIMBURSEMENT REQUEST LETTER
(Submitted on Grant Recipient's Official Letterhead)
(Date)
Minnesota Amateur Sports Commission
Attn: Lynda Lynch
1700 105th 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 Outdoor Aquatic
Facility. This letter also serves as official notification of our acknowledgement and
adherence of the language and provisions of the executed grant agreement
PR00000728.
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)
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