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Resolution No. 2023-110, Approving and Authorizing the Signing of Agreement OR24-010 with the State of Minnesota Resolution No. 2023-110 Approving and Authorizing the Signing of Agreement OR24-010 with the State of Minnesota Whereas, Minnesota Statute § 471.51 subd. 1 allows two or more governmental units, by agreement entered into by their governing bodies, to jointly or cooperatively exercise any power common to both contracting parties; and further it allows one party to act on behalf of other participating units of government; and Whereas, the City of Fridley (City) has applied for and received previous grant awards from the State of Minnesota, acting through its Commissioner of Natural Resources (State); and Whereas, the Fridley City Council approved an application for a $150,000 matching grant through the State’s Outdoor Recreation Grant Program on March 27, 2023, through Resolution No. 2023-33 to fund improvements to the nature-based play area at Springbrook Nature Center; and Whereas, the Minnesota Department of Natural Resources has approved the grant application; and provided State of Minnesota Grant Contract Agreement OR24-010. Now, therefore be it resolved, that the City Council of the City of Fridley hereby approves said agreement and the Mayor and the City Manager (or their designee) are hereby authorized to execute the attached Agreement. Passed and adopted by the City Council of the City of Fridley this 25th day of September, 2023. _______________________________________ Scott J. Lund – Mayor Attest: Melissa Moore – City Clerk STATE OF MINNESOTA GRANT CONTRACT AGREEMENT OR24-010 This grant contract agreement is between the State of Minnesota, acting through its Commissioner of Natural Resources ("STATE") and City of Fridley, 7071 University Ave. NE, MN, 55432 ("GRANTEE"). Recitals 1.Under Minn. Stat. 84.026the Commissioner of Natural Resources is authorized to enter into contractual agreements with any public or private entity for the provision of statutorily prescribed natural services by the department. 2. Under Minn. Laws 2023, Chapter 60, Article 1, Sec.3, Subd. 5c, the State has allocated funds for local parks, trail connections, and natural and scenic areas under Minn. Stat. 85.019. 3. The Grantee has made an application to the State for a portion of the allocation for the purpose of conducting the project entitled Springbrook Nature Center. 4. The Grantee represents that it is duly qualified and agrees to perform all services described in this grant contract agreement to the satisfaction of the State. Pursuant to Minn.Stat.§16B.98, Subd.1, the Grantee agrees to minimize administrative costs as a condition of this grant contract agreement. Grant Contract Agreement 1Term of Grant Contract Agreement 1.1 Effective date: August 16, 2023, Notwithstanding Minnesota Statues, section 16A.41, the Commissioner may make payments for otherwise eligible grant-program expenditures that are made on or after the effective date of the appropriation. Per Minn.Stat.§16B.98 Subd. 7, no payments will be made to the Grantee until this grant contract agreement is fully executed. 1.2 Expiration date: June 30, 2025, or until all obligations have been satisfactorily fulfilled, whichever occurs first. 1.3 Survival of Terms. The following clauses survive the expiration or cancellation of this grant contract agreement: 8. Liability; 9. State Audits; 10. Government Data Practices and Intellectual Property; 12. Publicity and Endorsement; 13. Governing Law, Jurisdiction, and Venue; and 15 Data Disclosure. 2Grantee’s Duties The Grantee, who is not a state employee, will: , Comply with required grants management policies and procedures set forth through Minn.Stat.§16B.97 Subd. 4 (a) (1) and comply with Attachment A, Project Budget, which is incorporated and made a part of this contract. Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated June 2023 1 The Grantee agrees to complete the project in accordance with the approved budget to the extent practicable and within the project period specified in the grant contract. Any material change in the scope of the project, budget or completion date shall require prior written approval by the State. 3Time The Grantee must comply with all the time requirements described in this grant contract agreement. In the performance of this grant contract agreement, time is of the essence. 4 Consideration and Payment 4.1 Consideration. The State will pay for all services performed by the Grantee under this grant contract agreement as follows: (a) Compensation The Grantee will be paid $150,000. (b) Matching Requirement Grantee certifies that the following matching requirement for the Grant will be met by Grantee. The total project cost is $300,000. The Grantee agrees to provide a nonstate cash match of a least $150,000. (c) Total Obligation. The total obligation of the State for all compensation and reimbursements to the Grantee under this grant contract agreement will not exceed $150,000. 4.2 Payment (a) Invoices The State will promptly pay the Grantee after the Grantee presents an itemized invoice for the services actually performed and the State's Authorized Representative accepts the invoiced services. Invoices must be submitted timely and according to the following schedule: Upon completion of services or up to four requests during the contract period. A final reimbursement of no more than 10% may be withheld until final completion of services. 4.3 Contracting and Bidding Requirements Per Minn. Stat. §471.345, grantees that are municipalities as defined in Subd. 1 must follow the law. (a) For projects that include construction work of $25,000 or more, prevailing wage rules apply per Minn. Stat. §§177.41 through 177.44. These rules require that the wages of laborers and workers should be comparable to wages paid for similar work in the community as a whole. (b) The grantee must not contract with vendors who are suspended or debarred in MN: https://mn.gov/admin/osp/government/suspended-debarred/index2.jsp 5Conditions of Payment All services provided by the Grantee under this grant contract agreement must be performed to the State’s satisfaction, as determined at the sole discretion of the State’s Authorized Representative and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. The Grantee will not receive payment for work found by the State to be unsatisfactory or performed in violation of federal, state, or local law. 6Authorized Representative The State's Authorized Representative is Jennifer Bubke, Grants Specialist Coordinator, Department of Natural Resources, 500 Lafayette Road, St. Paul, MN 55155, 651-259-5638, Jennifer.Bubke@state.mn.us, or his/her successor, and has the responsibility to monitor the Grantee’s performance and the authority to accept the services provided under this grant contract agreement. If the services are satisfactory, the State's Authorized Representative will certify acceptance on each invoice submitted for payment. Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated June 2023 2 The Grantee’s Authorized Representative is Tara Rogness, Nature Center Manager, 7071 University Ave. NE, Fridley, MN, 55432, 763-572-3588, tara.rogness@fridleymn.gov. If the Grantee’s Authorized Representative changes at any time during this grant contract agreement, the Grantee must immediately notify the State. 7 Assignment Amendments, Waiver, and Grant Contract Agreement Complete 7.1 Assignment The Grantee shall neither assign nor transfer any rights or obligations under this grant contract agreement without the prior written consent of the State, approved by the same parties who executed and approved this grant contract agreement, or their successors in office. 7.2 Amendments Any amendments to this grant contract agreement must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original grant contract, or their successors in office. 7.3 Waiver If the State fails to enforce any provision of this grant contract agreement, that failure does not waive the provision or the State’s right to enforce it. 7.4 Grant Contract Agreement Complete This grant contract agreement contains all negotiations and agreements between the State and the Grantee. No other understanding regarding this grant contract, whether written or oral, may be used to bind either party. 8 Liability The Grantee must indemnify, save, and hold the State, its agents, and employees harmless from any claims or causes of action, including attorney’s fees incurred by the State, arising from the performance of this grant contract agreement by the Grantee or the Grantee’s agents or employees. This clause will not be construed to bar any legal remedies the Grantee may have for the State's failure to fulfill its obligations under this grant contract agreement. Nothing herein shall be deemed a waiver by the Grantee of the limits on liability set forth in Minn. Stat. § 466.04or a waiver of any available immunities or defenses. The Grantee’s obligation to hold and save the Grantor harmless shall be limited by the limitations on liability set forth in Minn. Stat. § 466.04, as amended from time to time. 9State Audits and Termination 9.1 Audits: Under Minn. Stat. § 16B.98, Subd.8, the Grantee’s books, records, documents, and accounting procedures and practices of the Grantee or other party relevant to this grant contract agreement or transaction are subject to examination by the Commissioner of Administration, State and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this grant contract agreement, receipt and approval of all final reports, or the required period of time to satisfy all state and program retention requirements, whichever is later. 9.2 Termination: The Commissioner of Administration may unilaterally cancel this grant contract agreement if further performance under the agreement would not serve agency purposes or is not in the best interest of the State. 10Government Data Practices and Intellectual Property Rights 10.1 Government Data Practices The Grantee and State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by the State under this grant contract, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Grantee under this grant contract agreement. The civil remedies of Minn. Stat. §13.08 apply to the release of the data referred to in this clause by either the Grantee or the State. If the Grantee receives a request to release the data Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated June 2023 3 referred to in this Clause, the Grantee must immediately notify the State. The State will give the Grantee instructions concerning the release of the data to the requesting party before the data is released. The Grantee’s response to the request shall comply with applicable law. 10.2 Intellectual Property Rights (A) Intellectual Property Rights. The State owns all rights, title, and interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trademarks, and service marks in the Works and Documents created and paid for under this contract. Works means all inventions, improvements, discoveries (whether or not patentable), databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, and disks conceived, reduced to practice, created, or originated by the Grantee, its employees, agents, and subcontractors, either individually or jointly with others in the performance of this contract. Works includes “Documents.” Documents are the originals of any databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, disks, or other materials, whether in tangible or electronic forms, prepared by the Grantee, its employees, agents, or subcontractors, in the performance of this contract. The Documents will be the exclusive property of the State and all such Documents must be immediately returned to the State by the Grantee upon completion or cancellation of this contract. To the extent possible, those Works eligible for copyright protection under the United States Copyright Act will be deemed to be “works made for hire.” The Grantee assigns all right, title, and interest it may have in the Works and the Documents to the State. The Grantee must, at the request of the State, execute all papers and perform all other acts necessary to transfer or record the State’s ownership interest in the Works and Documents. (B) Obligations 1. Notification. Whenever any invention, improvement, or discovery (whether or not patentable) is made or conceived for the first time or actually or constructively reduced to practice by the Grantee, including its employees and subcontractors, in the performance of this contract, the Grantee will immediately give the State’s AuthorizedRepresentative written notice thereof, and must promptly furnish the Authorized Representative with complete information and/or disclosure thereon. 2. Representation. The Grantee must perform all acts and take all steps necessary to ensure that all intellectual property rights in the Works and Documents are the sole property of the State, and that neither Grantee nor its employees, agents, or subcontractors retain any interest in and to the Works and Documents. The Grantee represents and warrants that the Works and Documents do not and will not infringe upon any intellectual property rights of other persons or entities. Notwithstanding Clause 8, the Grantee will indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the State, at the Grantee’s expense, from any action or claim brought against the State to the extent that it is based on a claim that all or part of the Works or Documents infringe upon the intellectual property rights of others. The Grantee will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Grantee’s or the State’s opinion is likely to arise, the Grantee must, at the State’s discretion, either procure for the State the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing Works or Documents as necessary and appropriate to obviate the infringement claim. This remedy of the State will be in addition to and not exclusive of other remedies provided by law. 11 Workers Compensation The Grantee certifies that it is in compliance with Minn. Stat. §176.181, Subd. 2, pertaining to workers’ compensation insurance coverage. The Grantee’s employees and agents will not be considered State Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated June 2023 4 employees. Any claims that may arise under the Minnesota Workers’ Compensation Act on behalf of these employees and any claims made by any third party as a consequence of any act or omission on the part of these employees are in no way the State’s obligation or responsibility. 12Publicityand Signage 12.1 Publicity Any publicity regarding the subject matter of this grant contract agreement must identify the State as the sponsoring agency and must not be released without prior written approval from the State’s Authorized Representative. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Grantee individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this grant contract. All projects primarily funded by state grant appropriations must publicly credit the State of Minnesota, including on the grantee’s website when practicable. 12.2 Signage Any site funded by this grant contract shall display a sign at a prominent location at the entrance to the site and in a form approved by the State that acknowledges funding through this grant. 13Governing Law, Jurisdiction, and Venue Minnesota law, without regard to its choice-of-law provisions, governs this grant contract agreement. Venue for all legal proceedings out of this grant contract agreement, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. 14 Termination 14.1 (a) Termination by the State The State may immediately terminate this grant contract agreement with or without cause, upon 30 days’ written notice to the Grantee. Upon termination, the Grantee will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed. (b) Termination by The Commissioner of Administration The Commissioner of Administration may unilaterally cancel this grant contract agreement if further performance under the agreement would not serve agency purposes or is not in the best interest of the State. 14.2 Termination for Cause The State may immediately terminate this grant contract agreement if the State finds that there has been a failure to comply with the provisions of this grant contract, that reasonable progress has not been made or that the purposes for which the funds were granted have not been or will not be fulfilled. The State may take action to protect the interests of the State of Minnesota, including the refusal to disburse additional funds and requiring the return of all or part of the funds already disbursed. 14.3 Termination for Insufficient Funding The State may immediately terminate this grant contract agreement if: (a) It does not obtain funding from the Minnesota Legislature (b) Or, if funding cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written or fax notice to the Grantee. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Grantee will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. The State will not be assessed any penalty if the grant contract agreement is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The State must provide the Grantee notice of the lack of funding within a reasonable time of the State’s receiving that notice. Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated June 2023 5 15Data Disclosure Under Minn. Stat. § 270C.65, Subd. 3, and other applicable law, the Grantee consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to the State, to federal and state tax agencies and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state tax laws which could result in action requiring the Grantee to file state tax returns and pay delinquent state tax liabilities, if any. 16Non-Discrimination Requirements No person in the United States must, on the ground of race, color, national origin, handicap, age, religion, or sex, be excluded from participation in, be denied the benefits of, or be subject to discrimination under, any program or activity receiving Federal financial assistance. Including but not limited to: a) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.) and DOC implementing regulations published at 15 C.F.R. Part 8 prohibiting discrimination on the grounds of race, color, or national origin under programs or activities receiving Federal financial assistance; Title IX of the Education Amendments of 1972 (20 U.S.C. § 1681 et seq.) prohibiting discrimination on the basis of sex under Federally assisted education programs or activities. b) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), and DOC implementing regulations published at 15 C.F.R. Part 8b prohibiting discrimination on the basis of handicap under any program or activity receiving or benefiting from Federal assistance. c) The Age Discrimination Act of 1975, as amended (42 U.S.C. § 6101 et seq.), and DOC implementing regulations published at 15 C.F.R. Part 20 prohibiting discrimination on the basis of age in programs or activities receiving Federal financial assistance. d) Title II of the Americans with Disabilities Act (ADA) of 1990 which prohibits discrimination against qualified individuals with disabilities in services, programs, and activities of public entities. e) Any other applicable non-discrimination law(s). 17 Americans with Disabilities Act and Final Guidelines for Outdoor Developed Areas The Grantee shall construct, operate, and maintain all facilities and programs in compliance with all state and federal accessibility laws, regulations, and guidelines including the Final Guidelines for Outdoor Developed Areas. Information on compliance with the Americans with Disabilities Act is available at U.S. Access Board. The Grantee will also ensure compliance with other applicable state requirements for accessibility, including but not limited to, accommodations for hard-of-hearing in state-funded capital projects that include space for public gatherings of more than 15 people. See Minn. Stat. 16C.054 for more information. 18 Reporting The Grantee shall submit a progress report, in a form prescribed by the State, by January 1 of each year during the term of this grant contract. A final report must be submitted with the request for final reimbursement. Prior to receiving final reimbursement, confirmation is required that all required inspections of the completed work by municipal or governmental authorities having jurisdiction have been completed and that all required certificates of occupancy or similar approvals have been issued. 19 Inspections The State’s authorized representatives shall be allowed, at any time, to conduct periodic site visits and inspections to ensure work progress in accordance with this grant contract, including a final inspection upon project completion. Following closure of the project, the State’s authorized representatives shall be allowed to conduct post-completion inspections of the site to ensure that the site is being properly operated and maintained and that no conversion of use has occurred. Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated June 2023 6 20 Resource Management and Protection The Grantee shall protect, manage, and maintain, or cause to maintain, the property acquired and/or developed pursuant to this grant contract. Properties shall be kept reasonably safe for public use, if applicable. All state and federal accessibility laws, regulations and standards shall be adhered to. Vegetation management and similar safeguards and supervision shall be provided to the extent feasible. Buildings, roads, trails and other structures and improvements, if any, shall be kept in reasonable repair throughout their estimated lifetime to prevent undue deterioration. The Grantee shall keep the facility open to the general public at reasonable hours and at times of the year consistent with the purpose and type of use of the property and appropriate management and protection of natural resources. 21 Invasive Species Prevention Grantees and subcontractors must follow Minnesota DNR’s Operational Order 113, which requires preventing or limiting the introduction, establishment and spread of invasive species during activities on public waters and DNR-administered lands. This applies to all activities performed on all lands under this grant agreement and is not limited to lands under DNR control or public waters. Duties are listed under the sections Invasives Species Prevention and Site Planning and Management (p. 3-5) of Operational Order 113 which may be found at http://files.dnr.state.mn.us/assistance/grants/habitat/heritage/oporder_113.pdf. 22 Pollinator Best Management Practices Habitat restorations and enhancements conducted on DNR lands and prairie restorations on state lands or on any lands using state funds are subject to pollinator best management practices and habitat restoration guidelines pursuant to Minn. Stat. 84.973. Practices and guidelines ensure an appropriate diversity of native species to provide habitat for pollinators through the growing season. Current specific practices and guidelines to be followed for contract and grant work can be found here: Link to December 2014 version. 23 Conflict of Interest It is the policy of the State to work to deliberately avoid actual and potential conflict of interests related to grant making at both the individual and organizational levels. A conflict of interest (actual or potential) occurs when a person has actual or apparent duty or loyalty to more than one organization and the competing duties or loyalties may result in actions which are adverse to one or both parties. A conflict of interest exists even if no unethical, improper, or illegal act results from it. The Grantee, by signing this contract with the State, certifies it has read and understands the Office of Grants Management Conflict of Interest Policy 08-01, will maintain an adequate Conflict of Interest Policy and, throughout the term of the contract, monitor and report any actual or potential conflicts of interest to the State’s Authorized Representative. 24 Minnesota Historical Sites Act and Minnesota Field Archaeology Act For projects involving land acquisition and/or construction, the State Historic Preservation Office must review the project to determine if the site is a potential location for historical or archeological findings. If the State Historic Preservation Office determines that a survey is required, the survey would need to be completed, review and approved prior to any site disturbance for development projects and prior to the final reimbursement of the grant funds for acquisition projects. 25 Land Retention and Deed Restriction 25.1 Land Retention All land within the project boundary must be retained and operated for outdoor recreation in perpetuity and a condition of this requirement must be recorded with the deed using language provided in the grant contract. This boundary must include all contiguous lands currently owned by the applicant and managed Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated June 2023 7 for public recreation and any additional land to be acquired with this grant. No other use can be made of these lands without prior written approval of the State. The State will consider requests to convert these lands to other uses only if all practical alternatives have been evaluated and rejected on a sound basis and replacement lands of equal or greater fair market value and reasonably equivalent usefulness are acquired and dedicated to public outdoor recreation use. 25.2 Deed Restriction The Grantee shall have the following condition recorded with the deed to all lands within the park as described in Attachment B – Boundary Map, incorporated in this contract, and submit an attested copy of the deed and the condition to the State: In order to comply with the Department of Natural Resources Contract OR24-010, the City does hereby impose the following restrictions on the property described in Attachment B to that contract: 1. The property shall be permanently managed and maintained for public outdoor recreation use. 2.The Grantee shall not, at any time, convert any portion of the park area to uses other than public outdoor recreation use without the prior written approval of the State acting through its Commissioner of Natural Resources. 26 Force Majeure Neither party shall be responsible to the other or considered in default of its obligations within this Contract to the extent that performance of any such obligation is prevented or delayed by acts of God, war, riot, disruption of government, or other catastrophes beyond the reasonable control of the party unless the act or occurrence could have been reasonably foreseen and reasonable action could have been taken to prevent the delay or failure to perform. A party relying on this provision to excuse performance must provide the other party prompt written notice of the inability to perform and take all necessary steps to bring about performance as soon as practicable. Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated June 2023 8 1. STATE ENCUMBRANCE VERIFICATION 3. STATE AGENCY Individual certifies that funds have been encumbered as required by Minn. Stat. § 16A.15 By: (with delegated authority) Signed: Title: Date: Date: SWIFT Contract/PO No(s). 2. GRANTEE The Grantee certifies that the appropriate person(s) have executed the grant contract agreement on behalf of the Grantee as required by applicable articles, bylaws, resolutions, or ordinances. By: Title: Date: By: Title: Date: Distribution: Agency Grantee State’s Authorized Representative Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated June 2023 9 Attachment A - Project Budget Recipient:/źƷǤ ƚŅCƩźķƌĻǤ Grant:hwЋЍΏЉЊЉ{ƦƩźƓŭĬƩƚƚƉ bğƷǒƩĻ /ĻƓƷĻƩ Grant Amount: υЊЎЉͲЉЉЉ Local Match: υЊЎЉͲЉЉЉ Total Cost: υЌЉЉͲЉЉЉ Project Scope ŷĻ /źƷǤ ƚŅ CƩźķƌĻǤ Ǟźƌƌ ĻǣƦğƓķ ƷŷĻ ƓğƷǒƩĻ ƦƌğǤ ğƩĻğ͵ Notes / Conditions Project ComponentCost υЋЋЉͲЉЉЉ tƌğǤŭƩƚǒƓķ ğƓķ 9ƨǒźƦƒĻƓƷ υЏЎͲЉЉЉ LƓƭƷğƌƌğƷźƚƓΉ{źƷĻ tƩĻƦğƩğƷźƚƓ υЊЎͲЉЉЉ {źƷĻ wĻƭƷƚƩğƷźƚƓ ƚƷğƌ /ƚƭƷ υЌЉЉͲЉЉЉ Wǒƌ ЊЍͲ ЋЉЋЌ Mike Maher, Parks and Recreation Director City of Fridley Date: 7/28/2023