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2023.06.20 EDA Meeting PacketAGENDA ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF CRYSTAL • REGULAR MEETING • TUESDAY, JUNE 20, 2023 6:40 P.M. CRYSTAL CITY HALL COUNCIL CHAMBERS 1. Call to order * 2. Roll call * 3. Consider approval of minutes from the May 2, 2023 regular meeting 4. Consider a resolution approving agreements related to a Hennepin County Brownfields grant for 3401 Douglas Drive North 5. Consider approval of an amendment to the Purchase and Development Agreement for 4741 Welcome Avenue North 6. Property status update * 7. Other business * 8. Adjournment * *Items for which no materials are included in the packet Page 1 of 3 Minutes of the Economic Development Authority of the City of Crystal Regular Meeting Council Chambers May 2, 2023 1. Call to Order President Kiser called the meeting of the Economic Development Authority of the City of Crystal (EDA) to order at 7:32 p.m. 2. Roll Call Upon call of the roll, the following Commissioners were present: Jim Adams, John Budziszewski, David Cummings, Forest Eidbo, Tracy Kamish, Therese Kiser and Taji Onesirosan. The following staff were present: Executive Director Adam Bell, Deputy Executive Director John Sutter, Police Chief Stephanie Revering and City Attorney Troy Gilchrist. 3. Approval of Minutes Moved by Commissioner Adams (Budziszewski) to approve the minutes from the April 18, 2023 regular meeting. Motion carried. 4. Public hearing and consider a resolution approving the sale of 3401 and 3415 Douglas Drive North to Hampton Companies for an 8 unit townhome development Staff presented information about the proposed sale terms and requested board adoption of the resolution. Dan Brown, a representative of Hampton Companies, was available remotely on Zoom to answer questions. President Kiser opened the public hearing. There being no persons desiring to address the board, President Kiser closed the public hearing. Moved by Commissioner Budziszewski (Eidbo) to adopt the resolution approving the sale of 3401 and 3415 Douglas Drive North to Hampton Companies for an 8 unit townhome development. Motion carried. Page 2 of 3 5. Consider a resolution amending the Purchase and Development Agreement with Ascent Builders for the sale of 4824 56th Avenue North to extend the closing deadline to August 1, 2023 Staff presented information about the proposed extension. Moved by Commissioner Kamish (Cummings) to adopt the resolution amending the Purchase and Development Agreement with Ascent Builders for the sale of 4824 56th Avenue North to extend the closing deadline to August 1, 2023. Motion carried. 6. Consider approval of a façade improvement deferred loan repayment agreement for 6304 42nd Avenue North (B&R Transmission) Staff presented information about the project. Moved by Commissioner Adams (Budziszewski) to approve the deferred loan repayment agreement for 6304 42nd Avenue North (B&R Transmission). Motion carried. 7. Property Status Update Staff updated the board on the following: • 3600 Douglas Dr (former Pizza Hut) - Wine Thief and Ale Jail • 6014 Lakeland (Odam Medical) • 5730 Bottineau Blvd (Crystal Vision Clinic) • 5200 Douglas Dr (Herself Health) 8. Other Business There was no other business. 9. Adjournment Moved by Commissioner Budziszewski (Eidbo) to adjourn the meeting. Motion carried. The meeting adjourned at 7:59 p.m. Page 3 of 3 These minutes of the May 2, 2023 meeting of the Crystal Economic Development Authority were approved by the Authority on ________________ ____, 20___. ______________________________ Therese Kiser, President ATTEST: ______________________________ Forest Eidbo, Secretary 3401-3415 DOUGLAS DR N – GRANT AGREEMENTS PAGE 1 OF 3 ___________________________________________________________________________ FROM: Dan Olson, City Planner ___________________________________________________________________________ TO: Adam R. Bell, Executive Director (for June 20 EDA Meeting) DATE: June 15, 2023 RE: Consider adoption of a resolution approving agreements related to a Hennepin County Brownfields grant at 3401- 3415 Douglas Dr N. BACKGROUND In early 2023 the EDA received notification of a grant award from Hennepin County for a property cleanup at 3401-3415 Douglas Drive North, vacant lots owned by the EDA. The EDA has approved the sale of the lot to Hampton Companies for the construction of eight townhome units. The properties were once the location of commercial uses including a gas service station that was demolished in 2010 , and removal of contaminated soil is necessary before townhome construction . Hampton is proposing to close on the property at the end of June. The EDA is asked to adopt a resolution approving two agreements related to the grant: ➢ A grant agreement between the EDA and Hennepin County ➢ A subgrant agreement between the EDA and Hampton Companies ATTACHMENTS: 1. Grant Agreement between the EDA and Hennepin County 2. Subgrant agreement between the EDA and Hampton Co mpanies 3. Resolution approving both agreements EDA STAFF REPORT Grant Agreements for 3401 – 3415 Douglas Drive North 3401-3415 DOUGLAS DR N – GRANT AGREEMENTS PAGE 2 OF 3 SUMMARY OF AGREEMENTS The following is a summary of the two grant related agreements. Grant agreement between the EDA and Hennepin County. ▪ The agreement has been reviewed by city staff, the city attorne y and the environmental consultant that will be overseeing the property clean-up to ensure that it complies with the MPCA’s Response Action Plan and Construction Contingency Plan. ▪ The agreement contains standard language relating to the project descriptio n, reimbursement and reporting requirements, insurance, and data privacy. Subgrant agreement between the EDA and Hampton Companies . ▪ The subgrant agreement was written by the city attorney and its purpose is to ensure that Hampton will comply with the requirements described in the grant agreement. ▪ Hampton has signed the agreement. ▪ The agreement contains standard language, including the requirement to complete the property clean-up according to MPCA requirements, the process for Hampton to receive reimbursement for expenditures, and insurance requirements. ACTION REQUESTED EDA approval of the attached resolution is requested. 3401-3415 DOUGLAS DR N – GRANT AGREEMENTS PAGE 3 OF 3 2021 Aerial Photo: Contract No. PR00004949 1 ENVIRONMENTAL RESPONSE FUND GRANT AGREEMENT BETWEEN THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF CRYSTAL AND HENNEPIN COUNTY ENVIRONMENT AND ENERGY DEPARTMENT This Agreement (“Agreement”) is between the County of Hennepin, State of Minnesota, A2300 Government Center, Minneapolis, MN 55487 by its Environment and Energy Department, 701 Fourth Avenue South, Suite 700, Minneapolis, MN 55415 (“County”) and the Economic Development Authority of the City of Crystal (“Grantee”), a local unit of government, located at 4141 Douglas Drive North, Crystal, Minnesota, 55422. Grantee has submitted an Environmental Response Fund (“ERF”) application (“Application”) to the County for a grant to be used for the cleanup at the Douglas Drive Development project site located at 3401 & 3415 Douglas Drive North in Crystal, Minnesota. The Application submitted by the Grantee to the County is incorporated into this Agreement by reference. The parties agree as follows: 1. GRANT AMOUNT AND COMPLETION The County shall grant to Grantee a sum not to exceed One Hundred Sixty-Nine Thousand Nine Hundred Thirty dollars ($169,930.00) (“ERF Grant”) which shall be used only for expenses incurred in performing activities specified in the Application and as further described in Secti on 18 of this Agreement or as approved by the County. Approved activities are as described in Section 18 and in the Application are referred as the “Project”. Administrative costs incurred by Grantee are not eligible for reimbursement. The Application is currently on file with the County and available for inspection and review. 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, including time schedule and budget, must be approved in writing by the County. Upon approval by the County Administrator, the duration of this Agreement may be 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 described in the Application and this Agreement. 2. ACCOUNTING, RECORD KEEPING, AVAILABILITY/ACCESS For all expenditures of funds made pursuant to this Agreement, Grantee shall keep financial records 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. Subject to the requirements of Minnesota Statutes section 16C.05, subd. 5, 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 necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to Attachment A Contract No. PR00004949 2 the accounting practices and procedures of Grantee and involve transactions relating to this Agreement. Grantee shall maintain these materials and allow access during the period of this Agreement and for six (6) years after its expiration, termination, or cancellation. 3. PAYMENT/DISBURSEMENT 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 must be 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. The final request for disbursement must be submitted within six (6) months o f the expiration date of this Agreement. 4. STATUS REPORTING Grantee shall submit annual reports on forms provided by the County describing the distribution of funds and the progress 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 reports shall identify specific goals listed in the application and quantitatively measure the progress of such goals. In addition, the required documentation listed in Section 15 should be supplied as it becomes available. 5. CONTRACTS AND NON-DISCRMINATION Grantee shall include in any contract, provisions that require contractors to comply with all applicable State and Federal laws and regulations regarding employment and workplace safety. In accordance with County’s policies against discrimination, Grantee 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 any protected status or class, including but not limited to race, color, creed, religion, age, sex, disability, marital status, sexual orientation, public assistance status, national origin, gender expression, or gender identity. No person who is protected by applicable law against discrimination shall be subjected to discrimination. Public Grantees, subgrantees, and any contractors or subcontractors performing services as part of this Agreement shall follow that public Grantee’s Affirmative Action policy against discrimination. 6. TERMINATION/CANCELLATION, SUBCONTRACTING, AND ASSIGNMENT This Agreement automatically terminates on the expiration date of this Agreement as stated in Section 1, or within sixty days of issuance of final payment on the final disbursement request, whichever is earlier. Contract No. PR00004949 3 This Agreement may be canceled by the County 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 rata basis, for work or services satisfactorily performed up to the effective date of such cancellation. If the County finds that there has 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 this Agreement, notwithstanding any other provisions of this Agreement to the contrary and after written notice and reasonable opportunity to cure, the County may refuse to disburse additional funds 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 finds that there has been a violation of any state, federal or local law, the County may upon written notice immediately cancel this Agreement in its entirety and may withhold or delay payment. In the event of a decision to withhold or delay payment, the County shall furni sh prior written notice to Grantee specifically identifying the reason for withholding or delaying such payment. As required by Minnesota Statutes section 471.425, subd. 4a, Grantee shall pay any subcontractor within ten (10) days of Grantee’s receipt of payment from County for undisputed services provided by the subcontractor, and Grantee shall comply with all other provisions of that statute. This Agreement may not be assigned without the prior written consent of the County. 7. INDEPENDENT CONTRACTOR Grantee shall select the means, method, and manner of performing the Project. Nothing is intended or should be construed in any manner as creating or establishing the relationship of partnership or a joint venture between the parties or as constituting Grantee as the agent, representative, or employee of the County for any purpose. Grantee is and shall remain an independent contractor with respect to all services and activities performed under this Agreement. Grantee shall secure all personnel required in performing services under this Agreement. Grantee’s personnel and/or subcontractors or subgrantees engaged to perform any work or services required by this Agreement will have no contractual relationship with the County and will not be considered employees of the County. County shall not be responsible for any claims related to or on behalf of any of Grantee’s personnel, including, without limitation, claims that arise out of employment or alleged employment under the Minnesota Unemployment Insurance Law (Minnesota Statutes Chapter 268) or the Minnesota Worker’s Compensation Act (Minnesota Statutes Chapter 176) or claims of discrimination arising out of applicable law, against Grantee, its officers, agents, contractors, subgrantees, or employees. Such personnel or other persons shall neither accrue nor be entitled to any compensation, rights, or benefits of any kind from County, including, without limitation, tenure rights, medical and hospital care, sick and vacation leave, workers’ compensation, unemployment compensation, disability, severance pay, and retirement benefits. 8. INDEMNIFICATION Contract No. PR00004949 4 Grantee shall defend, indemnify, and hold harmless County, its present and former officials, officers, agents, volunteers and employees from any liability, claims, causes of action, judgments, damages, losses, costs, or expenses, including attorney’s fees, resulting directly or indirectly from any act or omission of Grantee, its subgrantees, contractors, or subcontractors, 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 activities or services specified in this Agreement, and against all loss by reason of the failure of Grantee to perform any obligation under this Agreement. For clarification and not limitation, this obligation to defend, indemnify and hold harmless includes but is not limited to any liability, claims or actions resulting directly or indirectly from alleged infringement of any copyright or any property right of another, the employment or alleged employment of Grantee personnel, the unlawful disclosure and/or use of protected data, or other noncompliance with the requirements of these provisions. 9. INSURANCE With respect to the activities and services performed pursuant to this Agreement, Grantee shall, at its sole expense, procure and maintain insurance of the types, and in the forms and amounts described below from insurer(s) authorized to transact business in the state where services or operations will be performed by Grantee. The insurance requirements described below shall be maintained uninterrupted for the duration of this Agreement and beyond such term when so required, and shall cover Grantee, and others for whom and/or to whom Grantee may be liable, for liabilities in connection with work performed in connection with this Agreement. Grantee is required to have and keep in force the following minimum insurance coverages or Grantee’s actual insurance limits for primary coverage and excess liability or umbrella policy limits, whichever is greater: 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 1,500,000 Each Occurrence – Combined Bodily Injury and Property Damage 1,500,000 2.Automobile 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 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 500,000 Disease – Policy Limit 500,000 Disease – Each Employee 500,000 4.Professional Liability – Per Claim 1,500,000 Contract No. PR00004949 5 Aggregate 2,000,000 5.Pollution Liability – Grantee shall maintain or cause a project contractor $2,000,000 to maintain pollution liability insurance general aggregate of at least. An umbrella or excess policy is an acceptable method to provide the required commercial general insurance coverage. Coverage shall not include any exclusion or other limitations related to: (1)Scope of activities under this Agreement; (2)Delays in Project completion and cost overruns; (3)Persons or entities authorized to notify the carrier of a claim or potential claims; or (4)Mold, fungus, asbestos, pollutants or other hazardous substances. The above establishes minimum insurance requirements. It is the sole responsibility of Grantee to determine the need for and to procure additional insurance which may be needed in connection with this Agreement. Upon written request, Grantee shall promptly submit copies of insurance policies to County. Grantee alone is required to meet the insurance coverages of this Agreement. Grantee may meet these coverages directly through their own insurance policies, through documentation of self- insurance determined acceptable to the County, or through a combination of Grantee and contractor or other partner insurance policies. More than one entity or contractor may be used to assist the Grantee in meeting the required coverages. Grantee shall ensure that all of Grantee’s subcontractors and subgrantees (i) independently carry insurance appropriate to cover the subcontractors’ and subgrantees’ exposures and that meet or exceed the Required Insurance Coverages set forth in the table above; (ii) are covered under the Grantee’s policies; or (iii) or both. Grantee is responsible for monitoring its subcontractors’ and subgrantee’s proof of insurance to ensure compliance with the foregoing obligations. Copies of certificates of insurance shall be maintained by Grantee and shall be supplied to County upon request. Grantee and their contractors, subcontractors, and subgrantees shall not commence work until they have obtained required insurance. When the insurance is provided by the Grantee, the certificate(s) must name Hennepin County as the certificate holder and as an additional insured for the commercial general liability coverage(s) and the automobile liability coverages for all op erations covered under the Agreement and include the project name and ERF contract number. When the insurance is not provided by the Grantee, the certificate(s) must name the Grantee as the certificate holder(s), name the Grantee and Hennepin County as an additional insured for the commercial general liability coverage(s) for all operations covered under the Agreement, and include the project name and ERF contract number. The certificate must also show that the County will receive thirty (30) day prior written notice in the event of cancellation/termination, nonrenewal, or material change in any described policies; however, in the event the insurance carrier will not issue Contract No. PR00004949 6 or endorse its policy(s) to comply with the notice provision in the preceding clause, Grantee shall assume such notice obligations. If Grantee receives notice of cancellation/termination from an insurer, Grantee shall email a copy of the notice to County within two (2) business days. Grantee shall furnish to County updated certificates during the term of this Agreement as insurance policies expire. If Grantee fails to furnish proof of insurance coverages, either upon County’s request or upon expiration of an existing policy, the County may withhold payments and/or pursue any other rights or remedy allowed under the contract, law, equity, and/or statute. Grantee’s or, as applicable, subcontractor(s)’ or subgrantees’ required insurance shall be primary insurance and any insurance or self-insurance maintained by County shall be in excess of and non- contributory with Grantee’s insurance. Grantee waives all rights against County, its officials, officers, agents, volunteers, and employees for recovery of damages to the extent that damages are covered by insurance of Grantee. If necessary, Grantee agrees to endorse the required insurance policies to permit waivers of subrogation in favor of County. If Grantee’s subcontractor(s) or subgrantees independently carry insurance in accordance with the provisions herein, Grantee shall have a written agreement with its subcontractor(s) or subgrantee(s) to pass-through all of the foregoing insurance obligations. 10. DUTY TO NOTIFY Grantee shall promptly notify County of any demand, claim, action, cause of action or litigation brought against Grantee, its employees, officers, agents or subcontractors, which arises out of the activities or services described in this Agreement. Grantee shall also notify County whenever Grantee has a reasonable basis for believing that Grantee and/or its employees, officers, agents or subcontractors, subgrantees, and/or County, might become the subject of a demand, claim, action, cause of action, administrative action, criminal arrest, criminal charge or litigation arising out of and/or related to the activities or services described in this Agreement. 11. DATA PRIVACY AND SECURITY A.Grantee, its officers, agents, owners, partners, employees, volunteers, subcontractors, and subgrantees shall, to the extent applicable, abide by the provisions of the Minnesota Government Data Practices Act, Minnesota Statutes, chapter 13 (MGDPA) and all other applicable law, rules, regulations and orders relating to data or the privacy, confidentiality or security of data. For clarification and not limitation, County hereby notifies Grantee that the requirements of Minnesota Statutes section 13.05, subd. 11, apply to this Agreement. Grantee shall promptly notify County if Grantee becomes aware of any potential claims, or facts giving rise to such claims, under the MGDPA or other data, data security, privacy or confidentiality laws, and shall also comply with the other requirements of this Section. Classification of data, including trade secret data, will be determined pursuant to applicable law and, accordingly, merely labeling data as “trade secret” by Grantee does not necessarily make the data protected as such under any applicable law. Contract No. PR00004949 7 B. In addition to the foregoing MGDPA and other applicable law obligations, Grantee shall comply with the following duties and obligations regarding County Data and County Systems (as each term is defined herein). As used herein, “County Data” means any data or information, and any copies thereof, created by Grantee or acquired by Grantee from or through County pursuant to this Agreement, including but not limited to handwriting, typewriting, printing, photocopying, photographing, facsimile transmitting, and every other means of recording any form of communication or representation, including electronic media, email, letters, works, pictures, drawings, sounds, videos, or symbols, or combinations thereof. If Grantee has access to or possession/control of County Data, Grantee shall safeguard and protect the County Data in accordance with generally accepted industry standards, all laws, and all then applicable County policies, procedures, rules and directions. To the extent of any inconsistency between accepted industry standards and such County policies, procedures, rules and directions, Grantee shall notify County of the inconsistency and follow County direction. Grantee shall immediately notify County of any known or suspected security breach or unauthorized access to County Data, then comply with all responsive directions provided by County. The foregoing shall not be construed as eliminating, limiting or otherwise modifying Grantee’s indemnification obligations herein. 12. MERGER, MODIFICATION AND SEVERABILITY The entire Agreement between the parties is contained herein and supersedes all oral agreements and negotiations between the parties relating to the subject matter. All items that are reference d or that are attached are incorporated and made 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. 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. Except as expressly provided, the substantive legal terms contained in this Agreement, including but not limited to Indemnification, Insurance, Merger, Modification and Severability, Termination, Cancellation and Assignment, or Minnesota Law Governs may not be altered, varied, modified or waived by any change order, implementation plan, scope of work, development specification or other development process or document. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not be affected. 13. 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. Contract No. PR00004949 8 14.ACKNOWLEDGMENTS AND MEDIA OUTREACH Grantee shall acknowledge the financial assistance provided by County in promotional materials, press releases, reports and publications relating to the Project activities described in Section 18 which are funded in whole or in part with the grant funds. The acknowledgment shall contain the following language: Financing for this project was provided in part by the Hennepin County Environmental Response Fund. Until the Project activities funded by this Agreement 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 construction sites that identify Project funding partners or entities providing financial support for the project. Until the Project activities funded 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. 15. HENNEPIN COUNTY PERSONAL PROPERTY TAX AND PROPERTY TAX Grantee shall affirm or require the person or entity to which the Grantee has subgranted the funds to affirm that it and its officers have paid all Hennepin County personal property taxes and property taxes due on all of its Hennepin County properties for all taxes owed. If County finds that property taxes have not been paid, County may refuse to disburse funds and may require the return of all, or part of the funds already disbursed pursuant to Section 6 of this Agreement. This section shall not apply to any property taxes that the subgrantee or any other person or entity directly or indirectly controlling the subgrantee is contesting, in good faith, the existence, amount, or validity thereof, or the extent of its liability therefor, by appropriate proceedings which shall operate during the pendency thereof to prevent the collection of the real or personal property tax so contested. 16. SURVIVAL OF PROVISIONS Provisions that by their nature are intended to survive the term, cancellation or termination of this Agreement do survive such term, cancellation or termination. Such provisions include but are not limited to: GRANT AMOUNT AND COMPLETION; INDEPENDENT CONTRACTOR; INDEMNIFICATION; INSURANCE; DUTY TO NOTIFY; DATA PRIVACY AND SECURITY; ACCOUNTING AND RECORD KEEPING; CANCELLATION/TERMINATION, SUBCONTRACTING AND ASSIGNMENT; MEDIA OUTREACH; and MINNESOTA LAW GOVERNS. 17. COMPLIANCE AND NON-DEBARMENT CERTIFICATION Contract No. PR00004949 9 A.Grantee shall comply with all applicable law, conditions of any funding sources, 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 from federal or state monies or from a federal, state or other grant source, Grantee is bound by and shall comply with applicable law, rules, regulations, applicable documentation, other C ounty directives relating to the source and utilization of such funds, and, as applicable, the Federal Award Contract Provisions Addendum. 18. PROJECT DESCRIPTION AND ELIGIBLE ACTIVITIES The project site is currently made up of two vacant parcels. Contamination consisting of petroleum chemicals and solvents have been identified at concentrations exceeding applicable risk-based screening criteria in soils, groundwater, and soil vapor at the site. Redevelopment plans for the project site include construction of two new market-rate residential townhome buildings. Grantee has been awarded ERF assistance for contaminated soil transport and disposal costs, clean cover installation, vapor mitigation system installation, associated consulting activities, and associated Minnesota Pollution Control Agency (MPCA) fees in accordance with the budget submitted by the Grantee in the Application. Modifications to eligible activities and costs must be requested in writing by the Grantee and approved of in writing by the County before modified activities or costs are performed or incurred. 19. REQUIRED DOCUMENTATION AND SUBMITTALS The County requires that grant disbursement requests are submitted to the County on a County- approved disbursement form with the following supporting documentation: •Annual progress summary reports that describe project status, percent of work completed, and remaining tasks and schedule. •Response Action Plan (RAP) Implementation Reports •Consultant and contractor invoices, including associated subcontracted services invoices and expense documentation. Documentation shall include the date(s) of service(s) covered by the invoice, unit rates, quantities, and markups. Subcontractor markups are limited to 10% or less. •Contaminated and regulated soil disposal documentation. Documentation shall include proof of unit rates, copies of manifests at a rate of one manifest per truck per load, copies of weight or load tickets, and a summary spreadsheet matching manifest numbers to weight or load tickets and final weights. •Clean fill documentation by volume in cubic yards. •Vapor mitigation design, specifications, and installation documentation. The documentation may be included as part of the RAP Implementation Report. •MPCA approval letters. •MPCA invoices. 20. USE OF ERF GRANT AS A LOAN An ERF Grant from County to Grantee may not be disbursed by Grantee to any entity as a loan. Contract No. PR00004949 10 The Remainder Of This Page Was Intentionally Left Blank Contract No. PR00004949 11 COUNTY ADMINISTRATOR APPROVAL Reviewed for County by the County Attorney's Office: {{Sig_es_:signer2:signature}} {{userstamp2_es_:signer2:stamp}} Reviewed for COUNTY by: {{Sig_es_:signer3:signature}} {{userstamp3_es_:signer3:stamp}} Document Assembled by: {{Sig_es_:signer1:signature}} {{userstamp1_es_:signer1:stamp}} {{Exh_es_:signer1:attachment:label("Attachments")}} COUNTY OF HENNEPIN STATE OF MINNESOTA By: {{Sig_es_:signer4:signature}} {{userstamp4_es_:signer4:stamp}} Contract No. PR00004949 12 GRANTEE GRANTEE warrants that the person who executed this Agreement is authorized to do so on behalf of GRANTEE as required by applicable articles, bylaws, resolutions or ordinances.* ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF CRYSTAL _________________________________________ Therese Kiser, President _________________________________________ Adam R. Bell, Executive Director *GRANTEE 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. Attachment B ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF CRYSTAL HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2023- ___ RESOLUTION APPROVING A GRANT AGREEMENT AND A SUBGRANT AGREEMENT WHEREAS, the Economic Development Authority of the City of Crystal (“EDA”) is the owner of real properties located at 3401 and 3415 Douglas Drive North (collectively, the “Properties”); and WHEREAS, the EDA has entered into a purchase agreement with Hampton Companies, LLC (“Hampton”) to purchase the Properties; and WHEREAS, the EDA sought, with the support of the Crystal City Council, an Environmental Response Fund Grant from Hennepin County (“County”) to obtain grant funds to conduct an environmental cleanup of the Properties; and WHEREAS, the County awarded the EDA a $169,300 grant (“Grant Funds”) and now the EDA must enter into an Environmental Respond Fund Grant Agreement (“Grant Agreement”) with the County (Contract No. PR00004949) to obtain the Grant Funds; and WHEREAS, Hampton has agreed, as part of the purchase agreement, to use the Grant Funds and, if necessary, up to $17,000 the EDA will escrow, to complete the environmental cleanup and to enter into a subgrant agreement with the EDA (“Subgrant Agreement”) to agree to comply with the requirements of the Grant Agreement in the use of the Grant Funds; and WHEREAS, the EDA determines that entering into the Grant Agreement and the Subgrant Agreement are needed to satisfy its obligations under the purchase agreement, ensure the cleanup work is done in accordance with the requirements of the Grant Agreement, and to facilitate Hampton being able to use the Properties for a proposed townhome project. NOW, THEREFORE, BE IT RESOLVED, by the Economic Development Authority of the City of Crystal that it hereby approves the Grant Agreement and the Subgrant Agreement, and authorize and directs the President and Executive Director to execute the Agreements on behalf of the EDA, and to take all other actions as may be needed to carry out the intent of this Resolution and the purposes of the agreements. Adopted this ____ day of June 2023. ____________________________________ Therese Kiser, President ____________________________________ Adam Bell, Executive Director Attachment C AMEND PURCHASE AND DEVELOPMENT AGREEMENT – 4741 WELCOME AVENUE NORTH ___________________________________________________________________________ FROM: Dan Olson, City Planner ___________________________________________________________________________ TO: Adam R. Bell, Executive Director (for June 20 EDA Meeting) DATE: June 15, 2023 RE: Consider approval of an amendment to the purchase and development agreement for 4741 Welcome Avenue North Gernco Construction, the builder who purchased 4741 Welcome Avenue North from the city in 2021, is requesting an amendment to the purchase and development agreement. Amend site and building plan. Gernco signed the purchase agreement with the EDA to construct a four-unit residential building in which two of the units were larger than the other two units. Gernco is now proposing that all four units be the same size, stating that since the rental income from the four units would be the same regardless of size, construction costs for building larger units do not provide an adequate rate of return. Gernco is proposing to reduce the size of the building according to the following table: Description of square footage Approved in 2021 Proposed in 2023 Total building square footage 12,482 sq. ft. 11,276 sq. ft. Basement (each unit) 618 and 900 sq. ft. 618 sq. ft. First floor (each unit) 619 and 889 sq. ft. 619 sq. ft Second floor (each unit) 1,063 and 1,314 sq. ft. 1,113 sq. ft Garage (each unit) 419 sq. ft. 469 sq. ft. Summary of changes: ➢The units are proposed to be downsized to basically match the size of the smaller units approved in 2021. ➢The number of bedrooms and bathrooms for each unit is unchanged. ➢According to the Unified Development Code (UDC), a change to the total floor area of less than 10% does not require Planning Commission and City Council review. ➢For this development the review threshold is 1,248 sq. ft. and this proposal reduces the sq. ft. by 1,206 sq. ft. so no Planning Commission or City Council review is required. EDA STAFF REPORT 4741 Welcome Ave. N. Amend Purchase and Development Agreement AMEND PURCHASE AND DEVELOPMENT AGREEMENT – 4741 WELCOME AVENUE NORTH EDA approval of the attached amendment to the purchase and development agreement for each property is requested. Staff recommends approval. Attachment: A.First amendment to Purchase and Development agreement for 4741 Welcome Ave N, showing an amended site and building plan 2021 Aerial Photo: 1 CR150-222-882405.v2 FIRST AMENDMENT TO PURCHASE AND DEVELOPMENT AGREEMENT This First Amendment to Purchase and Development Agreement (this “First Amendment”), has been made and entered into as of this 20th day of June, 2023, by the Economic Development Authority of the City of Crystal, a public body corporate and politic under laws of Minnesota (the “Seller”) and Gernco Construction LLC, a Minnesota limited company (the “Buyer”). RECITALS WHEREAS, the Seller and the Buyer are parties to that certain Purchase and Development Agreement, dated June 15, 2021, recorded in the Office of the Hennepin County Recorder on April 4, 2022 as Document No. 5937703 (the “Purchase Agreement”), whereby the Seller agreed to sell the following described real property: Lots 3 and 4 (except for the south 40 feet), Block 2, Twin Lake Addition, Hennepin County, State of Minnesota (the “Property”) to the Buyer; and WHEREAS, Pursuant to Paragraph 15.B. of the Purchase Agreement, the Minimum Improvements were to be constructed substantially in accordance with the Request for Proposal (RFP) Guidelines attached to the Purchase Agreement as Exhibit B and the site plan approved by the Crystal City Council on September 21, 2021 attached to the Purchase Agreement as Exhibit C; and WHEREAS, the Buyer has requested that Seller approve new requirements by which the Minimum Improvements are to be substantially constructed; and WHEREAS, the Seller and Buyer wish to amend the Purchase Agreement so that the Minimum Improvements are constructed substantially in accordance with the new proposal submitted by the Buyer and approved by the Seller on June 20, 2023, which is attached to this First Amendment as Exhibit A. NOW, THEREFORE, the parties agree as follows: 1.Paragraph 15.B. of the Purchase Agreement is hereby amended to read as follows: Attachment A 2 CR150-222-882405.v2 The Minimum Improvements shall consist of a new four-unit residential dwelling, and shall be constructed substantially in accordance with the proposal approved by the Seller on June 20, 2023 which is attached as Exhibit B. 2. Exhibit B of the Purchase Agreement is hereby replaced with the attached Exhibit A. 3. Exhibit C of the Purchase Agreement is hereby removed. 4. Exhibit D of the Purchase Agreement is hereby renamed “Exhibit C” and remains otherwise unchanged. 5. All other terms and conditions of the Purchase Agreement shall remain unchanged. (The remainder of this page is intentionally blank; signatures follow.) 3 CR150-222-882405.v2 IN WITNESS WHEREOF, the parties have caused this First Amendment to be signed and executed on their behalf as of the day and year first written above. SELLER: ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF CRYSTAL By: _______________________________ Therese Kiser Its: President By: _______________________________ Adam R. Bell Its: Executive Director STATE OF MINNESOTA } ss. COUNTY OF HENNEPIN The foregoing was acknowledged before me this 20th day of June 2023, by Therese Kiser, the President of the Economic Development Authority of the City of Crystal, a public body corporate and politic under the laws of Minnesota. ________________________________ NOTARY STAMP SIGNATURE OF PERSON TAKING ACKNOWLEDGMENT STATE OF MINNESOTA } ss. COUNTY OF HENNEPIN The foregoing was acknowledged before me this 20th day of June 2023, by Adam R. Bell, the Executive Director of the Economic Development Authority of the City of Crystal, a public body corporate and politic under the laws of Minnesota. ________________________________ NOTARY STAMP SIGNATURE OF PERSON TAKING ACKNOWLEDGMENT 4 CR150-222-882405.v2 BUYER: GERNCO CONSTRUCTION LLC By: _______________________________ Emeka Okeakpu Its: President STATE OF MINNESOTA } ss. COUNTY OF HENNEPIN The foregoing was acknowledged before me this _______ day of June 2023, by __________ the President of GERNCO CONSTRUCTION LLC a limited liability company under the laws of the State of Minnesota, on behalf of the limited liability company. ________________________________ NOTARY STAMP SIGNATURE OF PERSON TAKING ACKNOWLEDGMENT 5 CR150-222-882405.v2 Exhibit A to First Amendment of Purchase and Development Agreement BUYER’S PROPOSAL (attached hereto) &YIJCJU"