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HomeMy WebLinkAbout10C - Environmental Assistance Grant 4646 Dakota Street S.E. Prior Lake, MN 55372-1714 MEETING DATE: AGENDA #: PREPARED BY: AGENDA ITEM: DISCUSSION: CITY COUNCIL AGENDA REPORT FEBRUARY 17, 2009 10 C JANE KANSIER, BUILDING AND TRANSPORTATION SERVICES DIRECTOR CONSIDER APPROVAL OF A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A GRANT AGREEMENT WITH THE MINNESOTA POLLUTION CONTROL AGENCY SUBJECT TO RECEIPT OF AN ENVIRONMENTAL ASSISTANCE GRANT Introduction The purpose of this agenda item is to request City Council approval of a resolution authorizing the City Manager to enter into a grant agreement with the Minnesota Pollution Control Agency (MPCA) if the City is the recipient of an Environmental Assistance Grant. The resolution is required as part of the final grant application. Historv In October, 2008, the City of Prior Lake, on behalf of the Scott County Association for Leadership and Efficiency (SCALE), submitted a preliminary application to the MPCA for an Environmental Assistance Grant to develop a set of sustainable development best practices and ordinances to guide development practices. In January, 2009, we were notified we had passed the preliminary round and can now proceed to the final application. Current Circumstances The goal of this project is to create a set of "green" initiatives to guide development practices. These initiatives would include development of sustainable subdivision, zoning, building code and solid waste ordinance incentives. Creating incentives, as opposed to a strictly regulatory approach, is more likely to encourage the use of sustainable design. We believe this will result in more creative and unique developments. The final product of this project is a master set of guidelines and incentives that will ultimately encourage the use of sustainable design. Each community in SCALE can then customize these guidelines to meet their specific needs. An Environmental Assistance Grant will enable SCALE partners to work with a consultant to develop a master set of guidelines. Staff from the cities of Prior Lake, Savage and Shakopee and from Scott County will work together with the consultant to develop the model ordinances and guidelines. www.Cityofpriorlake.com Phone 952.447.9800 / Fax 952.447.4245 We estimate the total cost of this project to be $60,000. We are requesting an Environmental Assistance Grant of $40,000 to provide a portion of the funding for the consultant costs. The grant is structured as a reimbursement grant, where the City must expend the funds and submit the required reports. The MPCA will then disperse the funds within 30 days after approval of the reports by the MPCA. The member communities are willing to provide a total of $20,000 in matching funds and in-kind assistance for this project, but these communities do not have the resources necessary to fund the consultant. Conclusion The final grant application requires adoption and submittal of the attached resolution. Because we are the lead agency in submitting this grant proposal, the City Council must approve the resolution if we are to move forward. The Savage and Shakopee City Councils and the Scott County Board are being asked to adopt a supporting resolution, recognizing their support of this project and a commitment to share equally in the matching funds. These resolutions will also be submitted with the final application. ISSUES: The grant agreement outlines the terms of the grant, and lists the obligations of the grantee and the MPCA (grantor). As the lead agency in this project, the City would sign this agreement, and would be responsible for all reporting and other obligations. A copy of the generic grant agreement is attached to this report. FINANCIAL IMPACT: Should this grant be awarded, the City is responsible for a portion of the $20,000 match. These funds can be a cash contribution or an in-kind contribution. We believe the majority of our contribution will be staff time. ALTERNATIVES: 1. Adopt a resolution authorizing the City Manager to enter into a grant agreement with the Minnesota Pollution Control Agency (MPCA) if the City is the recipient of an Environmental Assistance Grant. 2. Defer this item and provide staff with further direction. RECOMMENDED MOTION: A motion and second to adopt Resolution 09-xx authorizing the City Manager to enter into a grant agreement with the Minnesota Pollution Control Agency (MPCA) if the City is the recipient of an Environmental Assistance Grant. Reviewed ~~ Frank Boyles, City a Motion By: Second By: WHEREAS, Scott County and the Cities of Prior Lake, Shakopee and Savage as representatives of the Scott County Association for Leadership and Efficiency (SCALE) have applied for a grant from the Minnesota Pollution Control Agency (MPCA), under its FY09 Environmental Assistance Grant Program; and WHEREAS, The City of Prior Lake is the lead agency in the grant application; and WHEREAS, The City of Prior Lake is committed to implementing the proposed project as described in the final grant application, if MPCA funding is received; and WHEREAS, The MPCA requires that the City of Prior Lake enter into a grant agreement with MPCA that identifies the terms and conditions of the funding award: NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE, MINNESOTA as follows: 1. The recitals set forth above are incorporated herein. 2. The City of Prior Lake hereby agrees to enter into and sign a grant agreement with the MPCA to carry out the project specified therein and to comply with all of the terms, conditions, and matching provisions of the grant agreement and authorizes and directs the City Manager to sign the grant agreement on its behalf. PASSED AND ADOPTED THIS 17TH DAY OF FEBRUARY, 2009. YES NO HauRen Erickson Hedberg LeMair Millar HaURen Erickson Hedberg LeMair Millar Frank Boyles, City Manager www.cityofpriorlake.com Phone 952.447.9800 / Fax 952.447.4245 4646 Dakota Street S.E. Prior Lake, MN 55372-1714 Append1y:l! Generic Grant Agreement STATE OF MINNESOTA ENVIRONMENTAL ASSISTANCE GRANT PROGRAM GRANT AGREEMENT This Grant Agreement is between the State of Minnesota, acting through its Commissioner of the MINNESOTA POLLUTION CONTROL AGENCY, 520 Lafayette Road North, St. Paul, MN 55155 ("State" or "MPCA") and GRANTEE'S NAME , Full Address ("Grantee"). Recitals 1. WHEREAS, the STATE, pursuant to Minn. Stat. ~ 115A.0716 and Minn. Rules Parts 9210.0800 - 9210.0855, administers an Environmental Assistance Grant Program and is empowered to enter into this Grant Agreement; and 2. WHEREAS, Grantee's Name applied to the MPCA for an Environmental Assistance Grant to Project description ; and 3. WHEREAS, after reviewing the full proposal and all supplemental documentation submitted by the Grantee, it was found that the application satisfied the requirements of Minn. Stat. ~ 115A.0716 and Minn. Rules Parts 9210.0800- 9210.0855; and 4. WHEREAS, the Grantee has been approved for a Grant in an amount not to exceed _written dollar amount Dollars ($ ); and 5. WHEREAS, the Grantee represents that it is duly qualified and agrees to perform all services described in this Grant Agreement to the satisfaction of the State. 6. NOW THEREFORE, the MPCA and the _Grantee's Name_ (Grantee) enter into this Grant Agreement (Agreement) and agree as follows: 1. TERMS OF GRANT AGREEMENT 1.1 Effective Date: April 28, 2009, or the date the State obtains all required signatures under Minnesota Statutes Section 16C.05, subdivision 2, whichever is later. The Grantee must not begin work under this Agreement until the Agreement is fully executed and the Grantee has been notified by the State's authorized representative to begin work. 1.2 Expiration Date: June 30, 2010, 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 Agreement: 4. Governing Law, Jurisdiction, and Venue; 20. Endorsement and Publicity; 23. Accounting and Audit Requirements; 25. Liability; 26. Data Practices and Intellectual Property; and 27. Data Disclosure. 2. GRANTEE'S DUTIES Grantee is obligated and expressly agrees to undertake and complete the Project as described in Grantee's fmal application and supplements and correspondence related thereto (on file at the MPCA and incorporated into this Agreement by reference) in the time and manner set forth in the project work plan and budget (Attachment A) which is incorporated herein, and in accordance with the requirements of this Agreement. The work plan and budget in Attachment A shall, if in conflict with those described in the Grantee's application, supersede those parts www.cityofpriorlake.com Phone 952.447.9800 / Fax 952.447.4245 of Grantee's application. Grantee shall make no changes in the tasks or schedules set forth in Attachment A without the prior consent of the MPCA as provided in Parts 16 and 17, as applicable. Any information developed as part of the Project must include a statement acknowledging the Minnesota Pollution Control Agency as a funding source. 3. TIME The Grantee must comply with all the time requirements described in this Grant Agreement. In the performance of this Grant Agreement, time is of the essence. 4. GOVERNING LAW. JURISDICTION. AND VENUE Minnesota law, without regard to its choice-of-Iaw provisions, governs this Grant Agreement. Venue for all legal proceedings out of this Grant Agreement, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. All representations made by the Grantee to induce the MPCA to award this Grant constitute material representations of fact upon which the MPCA relied in awarding this Grant and entering into this Agreement. 5. AUTHORIZED REPRESENTATIVES For purposes of administering this Agreement, the State's authorized representative is _MPCA staff name_, Address, Phone number, and the Grantee's authorized representative is _Grantee's staff name_, Address, Phone number. To the extent possible, communication between the parties shall be made through the authorized representatives. The parties may substitute authorized representatives, as necessary, by written notification to each other. 6. ASSIGNMENT. WAIVER. AND GRANT AGREEMENT COMPLETE 6.1 Assignment. The Grantee may neither assign nor transfer any rights or obligations under this Grant Agreement without the prior consent of the State and a fully executed Assignment Agreement, executed and approved by the same parties who executed and approved this Grant Agreement, or their successors in office. 6.2 Waiver. If the State fails to enforce any provision of this Grant Agreement, that failure does not waive the provision or its right to enforce it. 6.3 Grant Agreement Complete. This Grant Agreement contains all negotiations and agreements between the State and the Grantee. No other understanding regarding this Grant Agreement, whether written or oral, may be used to bind either party. 7. CHANGES IN OWNERSHIP AND CONTROL This Agreement shall be binding on the MPCA, its successors and assigns, and on the Grantee, its successors and assigns. In the event that the Grantee becomes aware that there will be a change in its ownership or control, the Grantee shall promptly notify the State's authorized representative, in writing, of the change. 8. AUTHORITY TO CONTRACT To the extent specified in Attachment A, Grantee is authorized to enter into Agreements needed to complete the work specified in this Agreement. The MPCA shall be made a third party beneficiary to all Agreements. Before using any contractor other than those specified in Attachment A to complete work specified in this Agreement, Grantee must first obtain the written approval of the State's authorized representative. 9. CONSIDERATION The MPCA will pay for all services performed by the Grantee under this Grant Agreement as follows: Compensation. The Grantee will be paid according to the breakdown of costs contained in Attachment A, which is attached and incorporated into this Grant Agreement. Travel Expenses. Reimbursement for travel and subsistence expenses actually and necessarily incurred by the Grantee as a result of this Grant Agreement will not exceed the expenses identified in Attachment A, which is attached and incorporated into this Grant Agreement; provided that the Grantee will be reimbursed for travel and subsistence expenses in the same manner and in no greater amount than provided in the current "Commissioner's Plan" promulgated by the commissioner of Employee Relations. The Grantee will not be reimbursed for travel and subsistence expenses incurred outside Minnesota unless it has received the State's prior written approval for out of state travel. Minnesota will be considered the home state for determining whether travel is out of state. (3) Total Obligation. The total obligation of the State for all compensation and reimbursements to the Grantee under this Grant Agreement will not exceed _written dollar amount Dollars ($ ). 10. PROJECT FUNDING AND DISBURSEMENTS A. Condition of Pavment. All services provided by the Grantee under this Grant Agreement must be performed to the MPCA's satisfaction, as determined at the sole discretion of the MPCA'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. Disbursements shall not be construed as a waiver by the MPCA of any authority it may have to remedy Grantee noncompliance with this Agreement. I. The MPCA shall disburse to the Grantee a maximum total of written dollar amount Dollars ($ ) or Seventy-five percent (75%) of the total project costs incurred by the Grantee, whichever is less. Unless the Grantee advises the MPCA to the contrary, in writing, all disbursements by the MPCA shall be made to Grantee at the following address: (Insert Grantee's Name (or fiscal agent), full address, and phone #) 2. The MPCA shall reimburse the Grantee for only those expenditures incurred during the Budget Period of this Agreement as set forth in Part I or at the time of the MPCA approval of the fmal project report, whichever occurs first. Grant funds shall be disbursed as follows: a. The MPCA shall make the first disbursement of funds only after confirming the Grantee's submission documentation evidencing the commitment of matching funds necessary to fund the entire Project as provided in Part IO.B.l. At that time, the MPCA shall disburse Thirty (30) percent of the Grant funds within thirty (30) days after the MPCA approves the documentation; and b. The MPCA shall disburse an additional Forty (40) percent of the Grant funds within thirty (30) days after the MPCA approves the interim report required in Part 15.B of this Agreement. Grantee must submit an itemized list of expenditures, and if requested, Grantee must submit receipts for each non-salary expense category which in aggregate is $500 or more. The Interim Report must certify that the monies claimed conform to the Project budget as specified in Attachment A and will not exceed the total Grant award. No funds shall be disbursed by the MPCA in the absence of adequate documentation as determined by the MPCA. Reimbursement of any cost shall not be construed as a waiver by the MPCA of any noncompliance by Grantee with this Agreement; and c. The MPCA shall disburse the fmal Thirty (30) percent of the funds within thirty (30) days after the MPCA approves the fmal report and project summary required in Part 15.C of this Agreement. Grantee must submit an itemized list of expenditures, and if requested, Grantee must submit receipts for each non-salary expense category which in aggregate is $500 or more. The payment requestJFinal Report and Summary must certify that the monies claimed conform to the Project budget as specified in Attachment A and will not exceed the total Grant award. No funds shall be disbursed by the MPCA in the absence of adequate documentation as determined by the MPCA. Reimbursement of any cost shall not be construed as a waiver by the MPCA of any noncompliance by Grantee with this Agreement. B. Grantee commitment offmancing 1. Grantee shall provide matching funds necessary for the completion of the Project of not less than Twenty-Five percent (25%) of total project costs for eligible expenses as outlined in the Fiscal Year 2009 Grant Round Request For Proposals. 2. Grantee shall assure that sufficient funding is available to the Project to assure its satisfactory completion. Grantee shall not reduce the monetary amount it has committed to the Project through its own or other funds, as specified in Attachment A, without prior written notice and approval of the MPCA. 3. Grantee shall bear the sole responsibility for cost overruns in completing this Project. 11. USE OF GRANT FUNDS AND REPAYMENT OF GRANT A. Grantee shall use Grant funds solely for eligible costs, as defmed in Minn. Rules Parts 9210.0800 - 9210.0855 and as identified in Attachment A. B. Grantee shall use Grant funds solely for eligible costs incurred within two years after the effective date of this Agreement or during the term of this Agreement, whichever is later. C. The MPCA has determined the amount of the Grant award to the Grantee based on the Grantee's estimate of eligible costs. If at the conclusion of the Agreement it is determined that the MPCA's contribution to the Project costs exceeds the percentage of eligible costs specified in Part 10.A.l, the Grantee shall promptly return to the MPCA the difference between the disbursed funds and the percentage of eligible costs authorized under this Agreement. D. Grantee shall reimburse the State, upon demand, for the following: 1. Any amounts paid by the State for which the Grantee's books, records and other documents are not sufficient to substantiate that those amounts were used by the Grantee to perform the Project. 2. Any amounts received by Grantee from the State for Project costs which have been inaccurately reported. 3. Any amounts paid by the Grantee to a Contractor not authorized in writing by the State. 4. Any amount paid by the State for Project costs which either duplicate costs covered by other specific Grants or Agreements, or costs determined by the State as non-eligible under the provisions of Part 11.A. 5. Any amount identified as a financial audit exception. E. In completing the tasks described in Attachment A, the Grantee shall use the personnel identified in Grantee's application. To substitute personnel other than those individuals identified in the application, the Grantee shall first obtain the written approval of the MPCA's authorized representative. F. If travel expenses are permitted, Grantee shall be reimbursed for travel and subsistence expenses as contained in Attachment A, in the same manner and in no greater amount than provided in the current State of Minnesota Commissioner's Plan promulgated by the Commissioner of the Department of Employee Relations. Grantee shall not be reimbursed for travel and subsistence expense incurred outside the State of Minnesota unless it is provided for in Attachment A, or Grantee has received prior written approval for such out of state travel from the State. 12. EOUIPMENT (if aoolicable) The Grantee must use equipment purchased under this Agreement for as long as it is needed for the Project and must not encumber the equipment. If Grantee ceases to use any equipment purchased for the Project under this Agreement during the term of this Agreement, Grantee must sell the equipment for fair market value and pay MPCA seventy-five percent (75%) of the sale proceeds or, ifMPCA's commitment of funding to the Project is less than seventy-five percent (75%) as determined by the amount stated in Part 1O.A.1., the Project Budget in Attachment A, and any MPCA-approved changes or amendments thereto, pay MPCA the percentage of the sale proceeds that equal MPCA's commitment of funding to the Project. If the equipment cannot be sold, Grantee must obtain MPCA's prior written approval for app.vp.:ate disposition of the equipment. 13. COMPLIANCE WITH THE LAW The Grantee shall conduct the Project in compliance with all applicable provisions offederal, state, and local laws. 14. PERMITS AND APPROVALS The Grantee and Grantee's agents shall obtain all federal, state and local permits, licenses and authorizations necessary to implement and operate the Project. 15. REPORTING REOUIREMENTS (Attachments B. C. & D) All reporting must be provided to the MPCA authorized representative. All reports should be electronicallv submitted to the MPCA authorized representative. Unless modifications to the reporting format are approved by the MPCA authorized representative, all reports must follow the Continuous Tracking Report (Attachments B, C, & D) layout of the approved project Work Plan and Budget (Attachment A). A. Monthlv Reoorts. The Grantee shall, ifreauested bv the MPCA authorized reoresentative, provide an oral or written monthly update on the progress of the Project. These requested updates may require such information as tasks accomplished, fmancial expenditures, and other information deemed necessary by the MPCA authorized representative. B. Jnterim Reoort (Attachments B and C). By the date specified in Attachment A, or prior to the second disbursement of funds, whichever occurs first, the Grantee shall prepare an interim report to the satisfaction of the MPCA authorized representative summarizing the status of the Project to date, including work plan tasks completed, status of time lines, interim results achieved, difficulties encountered in implementing the Project, solutions considered or implemented to resolve those difficulties, and any project work plan and budget change orders/amendments. The interim report shall also summarize all expenses incurred to date in completing work plan tasks including labor, equipment, materials, travel and other expenses outlined in Attachment A. The interim report shall indicate the actual out-of-pocket cash and in-kind expenditures of the Grantee and the number of hours of labor performed pursuant to this Agreement. The interim report shall not be approved by the MPCA and payment shall not be disbursed unless the report contains the above information to the satisfaction of the MPCA. C. Final Reoort and Final Proiect Summary (Attachments B. C and D) 1. Within thirty (30) days after completion of tasks as specified in Attachment A, Grantee shall submit a fmal report to the MPCA. The fmal report shall describe, in detail, the history of and conclusions reached from implementing the Project, the technical and economic feasibility of the Project, and the total expenses incurred in implementing the Project. If the Project is terminated prior to the scheduled completion, the report shall also discuss the conclusions that led to the termination of the Project, results achieved on all tasks completed and recommendations on how these results could be used in future projects. 2. If the MPCA detennines that the infonnation submitted in the fmal report is inadequate, the Grantee shall prepare and submit additional information reasonably requested by the MPCA. The fmal report shall not be approved by the MPCA and fmal payment shall not be disbursed unless the report contains the specified infonnation to the satisfaction of the MPCA. 3. Final oroiect summary. At the same time the fmal report is submitted, the Grantee must also submit a one-page summary of the project and its results. 4. Presentations. Upon completion of the Project, if required in Attachment A, the Grantee shall make a minimum of two presentations of the information gained in this Project to appropriate parties. Examples of appropriate parties include, but are not limited to: 1) Minnesota Pollution Control Agency's annual waste conference, 2) the Solid Waste Administrators Association annual conference, 3) the Minnesota County Engineer Association annual meeting, and 4) other professional associations that could benefit from the infonnation obtained in the Project. Written notification of each presentation given shall be forwarded to the MPCA. The notification shall include the name of the organization, the information presented and an estimate of the number of people present when the presentation was given. D. Treatment of data. All data (information) related to this Project and Agreement that is maintained by the MPCA is public unless the Minnesota Data Practices Act, Minn Stat. ch.13, or other applicable state or federal law provides otherwise. Grantee shall use its best efforts to provide all infonnation required to be submitted to MPCA in a fonn which can be released as public information. Grantee shall use its best efforts to prepare reports and other infonnation without disclosing trade secret or sales infonnation. If Grantee detennines that it must disclose trade secret or sales infonnation and Grantee wishes to keep that infonnation from being subject to disclosure under the law, Grantee shall do the following: 1. In its report, Grantee shall segregate all infonnation Grantee believes to be not subject to disclosure under the law from all other infonnation. 2. Grantee shall submit a written request for the information to be treated as not subject to disclosure under the law, citing the reasons for such treatment. Grantee shall submit the request to the MPCA at the same time it submits the report containing the information in question. The MPCA shall not consider a request to treat data as not subject to disclosure under the law unless it is made in accordance with the above two requirements. If a request is made in accordance with the above requirements, the MPCA shall promptly detennine whether the infonnation qualifies for nonpublic or private data treatment under Minn. Stat. SS 13.37 and 115A.06. If the MPCA detennines that the information may be treated as nonpublic or private data, the MPCA shall use its best efforts to treat the infonnation accordingly. 16. AMENDMENTS Any amendments to this 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 Agreement, or their successors in office. The State will not consider nor accept amendments requesting additional Grant funds. All amendments to this Grant Agreement must be executed by the parties to this Agreement (or their successors in office) in order to be effective, except as provided under Part 17, Change Orders. 17. CHANGE ORDERS If the State's Authorized Representative or the Grantee's Authorized Representative identifies a minor change needed in the work plan or budget, either party may initiate a Change Order. Prior to services being performed, the Change Order must be approved by the Grantee's Authorized Representative and approved by the State's Authorized Representative. The State's authorized representative may approve work plan changes and line item budget changes to Attachment A if: (1) the Grantee requests the change in a timely manner; (2) good cause exists for the change; (3) the change will not jeopardize the success of the Project or reduce the Grantee's expenditures to an amount less than the matching amount required by Part 1O.B.l of this Agreement; (4) the change will not alter the overall scope of the Project; (5) the change will not increase the amount of the Grant Agreement; and (6) requests for work plan time extensions will not cause or necessitate an extension of the term of this Grant Agreement. Requests for work plan or line item budget changes shall be in writing. The Change Order shall become an integral and enforceable part of this AGREEMENT once approved by the State's Authorized Representative and the Grantee's Authorized Representative. 18. FAILURE TO COMPLY A. Susnension or Termination. Failure of Grantee to comply with the terms and conditions of this Agreement shall constitute default under the terms of this Agreement unless the MPCA agrees to an amendment or extension under Parts 16 and 17. Upon default, the MPCA may immediately suspend or terminate the Grant and cease making further disbursements. Upon receipt of written notice of suspension or termination, Grantee shall immediately cease any expenditure of Grant funds and immediately cease incurring any expenditure for which Grant funds would be requested. Grantee shall return, upon demand, all unspent Grant funds disbursed by the MPCA. If the MPCA fmds that the default is based on a serious breach of the terms and conditions of this Agreement such as substantial nonperformance of the Project, fraud, theft of funds, or gross negligence in the use of funds, the Grantee shall repay, upon demand, the Grant in full. Upon termination, the Grantee shall summarize in a written report the work completed prior to termination. In addition to termination, the MPCA reserves the right to exercise all other available remedies. B. Notice of Default. In the event of default, the MPCA shall send a written notice to Grantee describing the Grantee's failure to comply with the terms and conditions of this Agreement. At the MPCA's election, Grantee may be provided an opportunity to correct the default of not less than seven (7) nor more than thirty (30) days. Ifno response is received by the MPCA within the applicable time period or, if Grantee shall fail to satisfactorily correct the default, the MPCA may immediately terminate the Grant. C. Resnonse to Notice of Default. The MPCA may agree to amend the terms and conditions of this Agreement if the Grantee submits a written response supported by documentation that establishes that an amendment is justified. 19. 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 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. 20. ENDORSEMENT AND PUBLICITY 1. Endorsement. The Grantee must not claim that the State endorses its products or services. 2. Publicity. Any publicity regarding the subject matter of this Grant Agreement must identify the State as a funding source and must not be released without prior 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 Agreement. 21. HEALTH AND SAFETY The Grantee is responsible for taking all acts necessary to ensure the health and safety of personnel performing tasks associated with work funded under this Agreement. Contractors shall be responsible for providing insurance to cover risks associated with work performed by Contractors, including, but not limited to, workers' compensation and unemployment insurance. 22. HUMAN RIGHTS. EOUAL EMPLOYMENT OPPORTUNITY. AFFIRMATIVE ACTION The Grantee, in the conduct of the Project, shall comply with all applicable state and federal laws relating to nondiscrimination, affIrmative action, and equal opportunity, now or hereafter enacted and any amendments thereto, including, but not limited to, Minnesota Statutes ch. 363 (the Minnesota Human Rights Act), Minnesota Statutes ~ 181.59 (applicable to Agreements for materials, supplies, and construction for or on behalf of the State), and the Americans with Disabilities Act of 1990 (P.L. 100-336). 23. ACCOUNTING AND AUDIT REOUIREMENTS The Grantee shall retain receipts for and maintain detailed records of all expenditures related to this Agreement. The books, records, documents, and accounting procedures and practices of the Grantee relevant to this Agreement will be subject to examination during regular business hours by the MPCA, the state auditor, and the legislative auditor. When requested by the State's authorized representative, the Grantee shall produce all records relevant to work performed under this Agreement, and submit those records to the MPCA. Under Minn. Stat. ~ l6C.05, subd. 5, the Grantee's books, records, documents, and accounting procedures and practices relevant to this Grant Agreement are subject to examination by the State and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this Grant Agreement., or as long as requested by the State's authorized representative, whichever establishes a greater length of time. In addition, the Grantee shall permit representatives of the MPCA to visit the site of the Project, during regular business hours, to review the status of the Project and verify expenditures made under this Agreement. 24. TERMINATION OF AGREEMENT A. Termination for Insufficient Funding: The State may immediately terminate this Agreement if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payments provided herein. Termination must be by written notice to the Grantee. The State is not obligated to pay for any costs of the Project that are incurred after notice and effective date of termination. The State's payment is limited to the State's percentage of un-reimbursed eligible Project costs, incurred by Grantee as provided in Part 10.A.I. The Grantee will be entitled to payment, determined on a pro rata basis, for satisfactory performance of the Project to the extent that funds are available. The State will not be assessed any penalty if the 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. B. Termination bv the State The State or commissioner of Administration may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to the Grantee. Upon termination, the Grantee will be entitled to payment, determined on a pro rata basis, for satisfactory performance of the Project. The State's payment is limited to the State's percentage of un-reimbursed eligible Project costs incurred by Grantee, as provided in Part 10.A.I. 25. LIABILITY The Grantee agrees to indemnify and save and hold harmless the MPCA and its agents and employees from any and all claims or causes of action arising from the performance of this Agreement by the Grantee or the Grantee's contractors, agents or employees. This clause shall not be construed to bar any legal remedies the Grantee may have for the MPCA's failure to fulfill its obligations pursuant to this Agreement. 26. DATA PRACTICES AND INTELLECTUAL PROPERTY 26.1. Government Data Practices. The Grantee agrees to comply with the Minnesota Government Data Practices Act, Minn. Stat. ch. 13, as it applies to all data provided by the State in accordance with this Agreement and as it applies to all data created, collected, received, stored, used, maintained or disseminated by Grantee in accordance with this Agreement. The civil remedies of Minn. Stat. ~ 13.08 apply to the release of the data referred to in this Part by either the Grantee or the State. In the event the Grantee receives a request to release the data referred to in this Part, 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. 26.2. Intellectual Property Rights A. Rililits to Prooertv. 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 Grant shall be jointly owned by the Grantee and the state. Works shall mean 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 Contractors, either individually or jointly with others in the performance of this agreement. Works shall include "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 contractors, in the performance of this agreement. The ownership interests of the state and the Grantee in the works and documents shall equal the ratio of each party's contributions to the total costs described in the budget of this agreement, except that the state's ownership interests in the works and documents shall not be less than Fifty percent (50%). The parties' ownership interest in the works and documents shall not be reduced by any royalties or revenues received from the sales of the products or the licensing or other activities arising from the use of the works and documents. Each party hereto shall, at the request of the other, execute all papers and perform all other acts necessary to transfer or record the appropriate ownership interests in the works and documents. B. Oblie:ations. 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 contractors, in the performance of this Agreement, the Grantee shall immediately give the State's authorized representative written notice thereof, and shall promptly furnish the authorized representative with complete information and/or disclosure thereon. All decisions regarding the filing of patent, copyright, trademark or service mark applications and/or registrations shall be the joint decision of the Grantee and the State, and costs for such applications shall be divided as agreed by the parties at the time of the filing decisions. In the event the parties cannot agree on said filing decisions, the filing decision will be made by the State. 2. Reoresentation. The Grantee shall 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 Grantee and the state, as agreed herein, and that no Grantee employee, agent, or contractor retains any interest in and to the works and documents. The Grantee represents and warrants that the works and documents do not and shall not infringe upon any intellectual property rights of other persons or entities. The Grantee shall 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 parts of the works or documents infringe upon the intellectual property rights of others. The Grantee shall be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages including, but not limited to, attorneys' fees. If such a claim or action arises, or in the Grantee's or the State's opinion is likely to arise, the Grantee shall, 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 shall be in addition to, and not exclusive of, other remedies provided by law. C. Uses of the WORKS and DOCUMENTS. The State and Grantee shall jointly have the right to make, have made, reproduce, modify, distribute, perform, and otherwise use the works, including documents, produced under this agreement for non-commercial research, scholarly work, government purposes, and other non-commercial purposes without payment or accounting to the other party. No commercial development, manufacture, marketing, reproduction, distribution, sales or licensing of the works, including documents, shall be authorized without a future written contractual agreement between the parties. D. Possession of Documents. The documents may remain in the possession of the Grantee. The State may inspect any of the documents at any reasonable time. The Grantee shall provide a copy of the documents to the State without cost upon the request of the State. E. Reversion of Ricl1ts. All rights or title to any intellectual property arising from the performance of the Project that are vested in Grantee shall revert to the MPCA under any of the following circumstances unless Grantee repays to the MPCA those funds provided by the MPCA under this Agreement within ninety (90) days of receipt of a notice in writing from the MPCA of a claim under this paragraph: 1. Grantee fails or is unable to market in Minnesota a product, process or service resulting from the Project successfully within one year of the expiration of this Agreement, unless Grantee is continuing to make good faith efforts to bring the product, process or service to market; or 2. Grantee dissolves, becomes inoperative or abandons the intellectual property resulting from the Project. Grantee shall execute all documents necessary for the reversion and transfer of ownership of the intellectual property rights to the State. F. Damal!es. If Grantee acts in a manner inconsistent with Part 26.2.A.-E., the MPCA may seek damages from Grantee. This clause is not intended to stand in lieu of any other remedy the MPCA may have for breach of Agreement of this or any other term of this Agreement. 27. DATA DISCLOSURE All persons doing business with the State of Minnesota are required by Minn. Stat. ~ 270.65, Subd. 3, and other applicable laws, to provide their social security number or Federal employer taxpayer identification number or Minnesota tax identification number. 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. This Agreement will not be approved unless these numbers are provided. These numbers will be available to federal and state tax authorities and state personnel involved in the payment of state obligations. IN WITNESS WHEREOF, the parties hereto have executed this Agreement intending to be bound thereby. APPROVED: [Note: If the organization is governed by a Board, must have a Board Resolution. Use the two company signature blocks for business Grantees unless one signature is deemed appropriate by the Attorney General's Office. Signature blocks for Grantee may be modified as needed.] 1. STATE ENCUMBRANCE VERIFICATION Individual certifies thatfunds have been encumbered as required by Minn. Stat. ~~ 16A.15 and 16C.05. 3. STATE AGENCY By: Signed: (with delegated authority) Title: Date: Date: CFMS Grant Agreement No. B- 2. GRANTEE (Board Resolution attached) The Grantee certifies that the appropriate person(s) have executed the Grant Agreement on behalf of the Grantee as required by applicable articles, bylaws, resolutions, or ordinances. By: Title: Date: By: Title: Date: