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08-1269Councii File # �0 " �a-�� Green Sheet # .�(��- RESOLUTfO1V 1 � OFfA1NT PAUL, MINNESOTA Presented 1 WHEREAS, the City's studies regazding the reuse of the Ford Motor Company's Saint Paul Assembly 2 Plant site continue to move forwazd; and 4 WHEREAS, the Minnesota Department of Commerce (the "MDOC") has agreed to entez into a Grant 5 Contract Agreement with the City for the purpose of deternuning the cost of retooling{redevelopment of 6 the site for "green" manufacturing opportunities; and 8 WHEREAS, under the terms of the said Grant Contract, MDOC will provide the City with up to 9$100,000.00 to assist the City with moving its sustainable redevelopment platform for the Ford site 10 forwazd by, among other things, conducting a feasibility study of green industry sectors as described in the ll said Grant Contract and its Attachment "A," a copy of which is attached hereto and incorporated herein by 12 reference; and 13 14 15 16 17 18 19 20 21 22 23 24 WHEREAS, paragraph 8 of the said Grant Contract Agreement contains an indemnifica6on clause whereby the City will "indemnify, save, and hold the State, its agents, and employees harmless from any claims or causes of acflon, including attorneys' fees incurred by the State, arising from the performance of this grant contract by the grantee or the grantee's agents or employees" and paragraph 10.2.2 contains a similar indemnificafion clause pertaining to the intellectual property rights of others "works" or "documents;" NOW, THEREFORE, BE IT RESOLVED, that the Council of the City of Saint Paui hereby authorizes the appropriate City officials to enter into the said Grant Contract with the MDOC and further approves the said indemnification clauses contained therein, for the purposes of reseazching the poYential to bring green manufacturing to the Ford site in the future. Carter Thune _ � i' ' I • �, .�-. ��-. ��,-. . �_-�,i �:+ ��� _ . �� �_-i . Adopted by Council: Date Jl Apprc By: Apprc By: Apprc Adoption Certified by Cound Secretary By_ By: r Approved M yo Date 1� L�-f Uj� By: � � )epartmentlOff PE _Plannin� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet � :e/Councii: Date Inkiated: lJ 0 �al�� &Economic 12 Green Sheet NO: 3063275 ContaM Person & Phone: Merritt Clapp-Smith 266-6658 Must Be on Council Agenda 6y (Date): 19-NOV-0B Doc. Type: RESOLUTION E-Dxument Required: Y Document ConWct: ContactPhone: ■� Assign Number For RouNng Order Total # of S Pages _(Clip All Locations for Signature) Action Requested: 0�lanvin¢ & Economic DevelopmeJ � Merrik ClappSmith � 1 lannin & Economit Develo me De artnent Direc[or � 2 Attorne C' Attorue �y�.__ _ 3 ' avcia]Services Ih� "rec[or —� ` � 7 � Adopt the attached resolution approving an indemnification clause contained in a Grant Conkact anticipated to be entered into with the Minnesota Departrnent of Commerce (MDOC), awazding a$100,000 grant &om the MDOC to study the potential of bringing green manufacturing to the St. Paul Ford site in the future. Recommendations: Approve (A) or Reject (R): Planning Commission CIB Committee Civil Service Commission Personal Service Contracts Must Answer the Following Questions: 1. Has this person/firtn ever worked under a contract for this departmeni? Yes No 2. Has this personffirm ever been a city employee? Yes No 3. Does this person/firtn posse5s a skill not normally possessed by any curtent city employee? Yes No Explain all yes answers oo separete sfieet and attach to green sheet. Initiating Problem, Issues, Opportunfty (Who, What, When, Where, Why): The MinnesoYa Department of Commerce (MDOC) is awazding a grant to the St. Paul Deparhnent of Planning and Economic Development to commission a study to examine the potenrial of locating green manufacturing at the Ford site in the future. The C1ty Council must approve a resolution agreeing to the indemnification clause contained in the grant contrac[ in order to accept the grant. A budget amendment accepting the MDOC grant is being brought to City Council for public hearing and acrion on November 12, 2008. AdvanWges H Approved: The Department of Planning and Economic Development can accept the MDOC grant and move forward on a study of green manufacttuing potential for the Ford site. ' DisadvanWges If Approved: None. Disadvantag¢s If Not Approved: The Department of Planning and Economic Development will not receive the MDOC grant. ToWI Amount of Trensaqion: Funtling Source: Financfai tnformation: (Explain) CostlRevanue Budgeted: Activity Number: November 12, 2008 330 PM Page 1 �� � � / STATE OF MINNE50TA For C& G Only: ENCUMBRANCE WORKSHEET AWARDEE INFORMATION COMMERCE INF012MATION City of Saint Paul Office of Energy Security 15 West Kellogg Boulevazd (*see ContractInfo) MN Dept of Commerce 700 City Hall 85 Seventh Place East, Suite 500 Saint Paul, MN 55102 Saint Paul, MN 55101 Memtt Clapp-Smith Linda Limback Planner, Dept of Planning & Economic Development Research Coordinato 651-266-6547 merritt.clapp-smith@ci.stpaul.mn.us 651-296-1883 ' da.limback@state.mn.us CFMS: FY: �� 009 Obj Code: SB20 Vendo . �2511 �00 2 Com Code: 023 09 Fe IID: 41-6005521 Type: G 25095 �� T . , � �y�ina'k'ikSetu ���� �, �` :��"-rr� . .. � ��'� n"'�Totes ,� � � �„ , N, �'.�._< - �%, ��'i ..� au,.,.'-r�. Effective Date �12/01/2008 Amend 1' ate Expiration Date 08/31/2009 � Amend 2 En FY2009 $100,000 FY 2010 $ Grantee Match 0% Fields Compensation Travel Travel Amendment Fields Compensation Travel GRAND TOTAL City of Saint Paul - Commerce (Rav 01/08ab) 200 Fund 1 Appr Aapr 1 00,000 Ore 5441 5441 5441 Total $ 99,800 $200 $ 100,000 x ��: ; s,��';� �- '� �.-,.?:r Total OrE 0 STATE OF MINNESOTA GRANT CONTRACT until this contract is fu cuted ntati to begin the work. �atisfac ' fulfilled, whiche cc c a n of this �ant tract al Property; 12. Publicity and 1 _ _ a Disclosure. This grant contract is between the State of Minnesota, acting through its commissioner of Commerce ("State") and City of Saint Paul ("Grantee"). Recitals L Under Minnesota Statute §216C.02 Subdivision 1, the State is empowered to enter into this grant. i. The State is in need of assistance in determining the cost of retoolinglredeveloping the current Ford production site in Saint Paul, MN for green manufacturing types of businesses. 2. The Grantee represetrts that it is duly qualified and agrees to perform all services n in this grant contract to the safisfacrion of the State. Grant Contract 1 Term of Grant Contract 1.1 Effective date: 12/01/2008, or the date the State obtains all re 16C.05, subdivision 2, whichever is later. The Grantee must not begin work under this grant c act Grantee has been notified by the State's Authorize esc 1.2 Expir¢tion date: 08/31/2009, or until all obligation av 13 Surviva[ of Terms. The following clauses survive the expir Liability; 9. State Audits; 10. Government Data Practices and . Endorsement; 13. Governing Law, Jurisd'ygtion, and Venue; and 2 Grantee's Anties The Grantee, who is not a state employee, will reference. 3 Time The Grantee must con grant confract, time is 4 Consideration and'Pa}�i 4.1. Consideration. The 4. .2. TravelE by the G: � or actual 4.13. Total O Grantee 4.2. Payment set forth in in � �� Statutes Section and the irs first. 8. incorporated herein by contract. In the performance of this by the Grantee under this grant contract as ' n. The ee will be p e lesser of Ninety Nine Thousand Eight Hundred dollazs al eli sts incurred in the performance of the Grantee's duties. cp eimb t r trauel and subsistence expenses actually and necessarily incurred antee esult af ant contract will be paid the lesser of Two Hnndred dollars ($200) eligible incurr - m the performance of Grantees duries; provided that the Crrantee will ssed for el and subsistence expenses in the same manner and in no greater amount than in the c "Commissioner's Plan" promulgated by the commissioner of Finance and ; Relatio he Grantee will not be reimbursed for travel and subsistence expenses incurred ' eso nless it has received the State's prior written approval for out of state travel. considered the home state for determining whether travel is out of state. on. The total obligation of the State for all compensation and reimbursements to the er this grant contract will not exceed One Hundred Thousand dollars ($100,000). 4.21. 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 in a timely manner and according to the schedule as outlined in E�ibit A. G-City of Saint Paul - Commerce bg�( 2�1� 1 Conditions of Payment Al] services provided by the Grantee under this grant contract 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 regularions. 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. 6 Anthoriud Representafive The State's Authorized Representative is Linda Limback, Reseazch Coordinator, 651-296-1883, or her successor, and has the responsibility to monitor the Grantee's performance and the authoriry to accept the services provided under this gant contract. If the services aze sarisfactory, the State's Authorized Rep tative will certify acceptance on each invoice submitted for payment. The Grantee's Authorized Representative is Merritt Clapp-Smith, Development, b51-266-6547 or her successor. If the Grantee's Aut} during this grant contract, the Grantee must immediately notify the Assignment, Amendments, Waiver, and Grant contract Co � 7.1. Assignment The Grantee may neither assign nor transf y without the prior consent of the State and a fully exe ss the same parties who executed and approved this t 7.2. Amendments. Any amendment to this grant contract must been executed and approved by the same parties who executec successorsin office. 73. Waiven If the State fails ta enforce any p ' n of this grant provision or its right to enforce it. 7.4. Grant Contract Complete. This grant contr c neg the Grantee. No other understanding regardin is g either party. 8 Liability The Grantee must inde of action, including Grantee or the Gran ee's Grantee may haue for the rights or obligations or �ents between the State and or oral, may be used to bind , save, old the State, it ents, and employees harmless from any claims or causes s fees in d by the State, ing from the performance of this grant contract by the or em ees. This clause t be construed to bar any legal remedies the ail 1 its obligaf s under this grant contract. 9 StateAu '-, "� L3nder . Stat. § ubd. 5, . tee's books, records, documents, and accounting procedures and pra s relevant to this ontract b' e to examination by the State andJor the State Auditor or ''' e Auditor, as app e, for a m of six yeazs from the end of this grant contract. 10 Govem ata Practices a ntellectual Property 101. Gover Data Practi The Grantee and State must comply with the Minnesota Government Data Practices inn. Stat. . 13, as it applies to all data provided by the State under this grant contract, and as it applies to cre , collected, received, stored, used, maintainad, or disseminated by the Grantee under this gran . The civil remedies of Minn. Stat. § 13.08 apply to the release of the data referred to in this clause by the Grantee or the State. If the Grantee receives a request to release the data referred to in this Clause, the Cnantee must immediately notify the State. The State will give the Grantee instructions concerning the release of the data to the requesting parry before the data is released. iing & Economic changes at any time contract f�roved by �ssors in office. vill not be effec e until it has the original grant contract, or their Failure does not waive the G-City of Saint Paul - Commerce ����� + 10.2. Intellectual Praperty Rights. 10.2.1. Intellectual Property Rights. The Grantee shall own all rights, title, and interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trademazks, and service marks in the WORKS and DOCUMENTS. WORKS shall mean all invenrions, improvements, or discoveries (whether or not patentable), databases, computer programs, repor[s, notes, studies, photogaphs, negatives, designs, drawings, specifications, materials, tapes, and disks, conceived, reduced to practice, created, or originated by the Grantee, iu employees, and subconuactors, either individually or jointly with others, in the performance of this grant contract. WORKS shall include the DOCUMENTS. The DOCUMENTS aze the originals of any databases, computer programs, reports, notes, or other materials and documents, whether intangible or electro orms, prepared by the Grantee, its employees, or subcontractors, in the performance of th' � tract. The DOCUMENTS shall be the exclusive properry of the Grantee. tate agrees to, and hereby does, assign all rights, tltle, and interest it may have in the WORK OCiJMENTS to the Crrantee. The State shall, at the request of the Grantee, execute all p. s an all other acts necessary to transfer or record the Grantee's ownership interest in the S an UMENTS. 10.2.2. Obligations. The Grantee represents and warranu to at at the W and DOCUMENTS do not and shall not infringe upon any intellectual pr ri s of others. Th tee shall indemnify, defend, and hold hannless the State, at the Gr s expense, from any action ' brought against the STATE to the extent that it is b a claim t all or part of the r DOCUMENTS infringe upon intellectual op hts of o� . The Grantee sh responsib]e for payment of any and all such claims, demands, tio , ia 'ties, costs, and ages including, but not limited to, artorney fees. If such a claim or a ises, or in the Grantee's or the State's opinion is likely to arise, the G tee shall, at the State' etion, either procure for the State the right or license to use the intelle roperty rights at iss place or modify the allegedly infringing WORKS or DOC cessary and appr to viate the infringement claim. This remedy of the State shall be i d shall not be e to other remedies provided by law. 10.23. License to State. The Grantee hereby ts to al, irrevocable, no-fee right and license to make made, reproduce, o , distribu orm, and otherwise use the WORKS and DOC y and all purp , in all forms d manners that the State, in its sole discretio � ems app te. The Grante hall, upon the request of the State, execute all papers and perfo er acts n ary, to docume d secure said right and license to the WORKS and DOC the S . At the request tate, the Grantee shall permit the State to inspect the original "� rovide a co f any of the DOCUMENTS to the State, without cost, ', g by the St y t n its sole discretion, deems appropriate. 10. i i � . The - d duties o tate and the Grantee, provided for above, shall survive the expira i cella this grant contract. 11 The certifies that it is mplian�with Minn. Stat. § 176.181, subd. 2, pertaining to workers' compens ' surance covera e Grantee's employees and agents will not be considered State employees. Any claims ay azise unde Minnesota Workers' Compensation Act on behalf of these employees and any claims made b hird party consequence of any act or omission on the part of these employees are in no way the State's obli�a resroo ilitv. 12 Publicity and Endors t 12.1. PubZicity. Any p icity regarding the subject matter of this grant contract must identify the State as the sponsoring agency and must not be released without prior written approval from the State's Authorized Representafive. For pwposes of this provision, publicity includes notices, informational pamph(ets, pxass releases, research, reports, signs, and similaz 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. 12.2. Endorsement. The Grantee must not claim that the State endorses its products or services. G-City of Saint Paul - Commerce p�'I �'� 13 Governing Law, Jurisdiction, and Venue Minnesota law, without regard to its choice-of-law provisions, govems this grant contract. Venue for all lega] proceedings out of this grant conrtact, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. 14 Termination 141 Tersnination by the STATE. The STATE may cancel this grant contract at any time, 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 seroices satisfactorily performed. 14.2 Termination for Cause. The STATE may cancel this gant contract immediat ' the STATE finds that there has been a failwe to comply with the provisions of this grant contract, that na progress has not been made or that the purposes for which the funds were granted have not be will not be fuifilled. The STATE may take action to protect the interests of the State of Minnesota, inc refusat to disburse additional funds and requiring the return of all or part of the funds already dis ed. 143 Terminafion for Insuffcient Funding, The State may immediate tminate ntract if funding cannot be continued at a lavel su�cient to allow for the payment of rvi s covere Termination must be by written or faac notice to the Grantee. The State is not o ted t ay for any serv at are provided after notice and effective date of termination. However, the tee will be entitled to paym termined on a pro rata basis, for services satisfactorily performed t tent that ds aze available. ill not be assessed any penalty if the contract is terminated b cau e decis f the Minnesota L ature, or other funding source, not to appropriate funds. The State must p �, t an notice of the I of funding within a reasonable time of the State's ceceiving that notice. Continued on nea�t page. G-CiTy of Saint Paul - Commerce 15 Data Disclosure �� /� � � Under Minn. Stat. § 270C.65, Subd. 3, and other applicable law, the Grantee consents to disclosure of its social security number, federal employer ta;c identification number, andfor Minnesota ta�c identification number, already provided to the State, to federal and state ta;c agencies and state personne] involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state ta�c laws which could result in action xequiring ttte Grantee to file state tax retums and pay delinquent state tas liabilities, if any. 1. STATE ENC[JMBRAi�'CE VERIF'iCATION Individu¢I certifies thatfrmds hme been eruumbered as reguired byMirut. Stm. §� ibA i� and 16C.05 Signed: Date: CFMS: 3. MN DEPARTMENT OF COMMERCE lndividual rertifies thatfun�r, „ been encxvnbered ns required by Mmn Stax �,.��,and 16C O5. r By: Title: Date: 2. CITY OF SAIN1' PAUL The Grantee cemfies iliat the appropnate perso�(s) have ezewted the gant wntract on behalf of the Grantee u required by applicable articles, bylaws, resoWhons, or ordmances. By: rt, of Commerce, Accounting Dept. .uthorized RepresentaCive (wpy) G-City of Saint Paul - Commerce � � ( � � y E�h�b�t a A. Tasks: ]. Grantee shall prepare the Request for Proposals (RFP) and hire consultant team. The Grantee will determine the Scope of Work for the study, in consultation with sponsors of the legislation authorizing this project, Departrnent of Commerce staff ("Commerce"), and Department of Employment and Economic Development ("DEED") staff: The Grantee will solicit proposals, interview prospects, negotiate a contract and hire consultant team. "The Team" referenced below includes the Grantee and the Consultant te ' ed under the said RFP. 2. Grantee shall oversee selected vendor as they work to accomplish the follow� ks. a. Feasibility study and cost assessment for redeveloping or reusing the 'ng Ford site, and perhaps the buildings, for a new manufacturer. This includes, but is not limite 'ng written explanation of the specific elements analyzed, text and tables of the estimated cos d fac t could influence them, The Team will compaze these to the site chazacteristics and cosu f g ric sites r centrai city, suburban and exurban locations of the Twin Cities region. Finally characte relative advantages and disadvantages of redeveloping the Ford site for in al reu e relative to oth tions. b. Identify the specific site characteristics and buildin eds, and employees' qualiries Ills, sought by manufacturers in each of the identified green ind tors. The am will determine through reseazch and interviews with employers and exp rts i ecific .. industry sectors. sectors to �e studied shall include but not be limited to: i. HVAC control systems; ii. Sensors and monitoring systems; iii. Bio-fuel manufacturing compone iv, Electric/hybrid vehicles or compon v. Wind power components c. Identify the job skills necessary in the iden ed ge sectors. e team will woxk wiYh DEEA to determine a method to identify the above in ati e summarized and provided to DEED. DEED will are the needed s with th s of the e�sting Ford employees and determine retrairi D will summ e their findin , which will then be incorporated by the consultant te o the fin � rt. d. Analyze th from the ve work tasks t etermine if the Ford site is appropriate for reuse by any oftheidenhfied ie. Grantee's Duties e. Write a complete re am '�? , work an dings of the project. 3. Submit ��' voices t , tate ays after the end of each month. 4. Sub " ess rep the State no er than 15 days after the end of each quaRer. 5. S it a final in he Sta � completion of the project. L include actual c� �e eligible only labor, fringe, subcontracts, materials, supplies and travel. Other in writing by the State's Authorized Representative. C. Schedule: ' Grantee shall Task: Task 1 Task 2 Task 3 Task 4 Task 5 the 12/31 Subtask Q2l28l2009 Subtas b — 04J30/2009 Subtask c — 04J30l2009 Subtask d — 07/31/2009 Subtask e — 08/31 /2009 tasks according to the following schedule: The ISth of each month for the previous month's expenses through the end of the project. �1f15f2009 04/15/2009 0 813 112 009 G-City of Saint Paul - Commerce