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HomeMy WebLinkAboutItem 06.eNovember 2, 2020 Item No. AMENDMENT TO SECOND ROUND OF SMALL BUSINESS EMERGENCY GRANT PROGRAM, ALLOCATION OF CARES FUNDS FOR NONPROFIT GRANTS AND LAKEVILLE ARENAS, AND RESOLUTION ACKNOWLEDGING THE RECEIPT AND USE OF CARES FUNDS FOR ELIGIBLE EXPENSES Proposed Action Staff recommends adoption of the following motions: 1) Move to approve the proposed amended Guidelines for the Second Round of the Small Business Emergency Grant Program to include Part B Nonprofit Grants and allocate $333,911 of additional CARES Act funding; 2) Move to allocate $28,347 of CARES Act funding to Lakeville Arenas; 3) Move to approve a resolution acknowledging the receipt and use of CARES Act funds for eligible expenses. Overview City staff discussed the status of the first and second round of the Small Business Emergency Grant Program during the October 26th City Council Work Session. The City Council previously approved utilization of $484,694 of Federal CARES Act funding for the first round of grant funds, of which $396,544.50 was awarded to 41 small businesses. The City Council subsequently approved an additional $400,000 to be used for a second round of small business grants and applications were accepted from September 16 - 30. Currently, the City has awarded grants to eight second round applicants, totaling $75,337.96. Of the 53 applications, it was determined that 17 of the applications did not meet program guidelines and 12 businesses withdrew their applications. At this time, the City is reserving $150,000 in small business grant funds in the event that Lakeville’s duplicate grant applicants do not receive funds from Dakota County or DEED. The City Council has received CARES Act grant requests from five nonprofit organizations who have provided significant direct support to those adversely affected in the City of Lakeville by the COVID-19 pandemic. The amended Small Business Emergency Grant Program Guidelines for the Second Round includes a Part B for Nonprofit Grants. Organizations approved by Council during the October 26th Work Session and included in the Part B Guidelines are: 360 Communities ($50,000), Fairview Ridges Hospital ($105,911), Lakeville Area Chamber of Commerce and Lakeville Convention & Visitors Bureau ($143,000), Lakeville Area Schools ($25,000) and Burnsville YMCA Early Childhood Learning Center in Lakeville ($10,000). The City Council also discussed using CARES Act funds for eligible expenses ($28,347) associated with the Lakeville Arenas, which operates under a Joint Powers Agreement with ISD#194. City staff recommended having the City Council adopt a resolution acknowledging the receipt of the CARES Act funds as well as the use of the funds for eligible expenses. This would provide greater transparency to the community about the use of the funds. Primary Issues to Consider The City of Lakeville has received grant funding requests from five area nonprofit organizations who have provided direct support to residents and small businesses in the City during the COVID-19 pandemic. Each applicant nonprofit organization has experienced significant COVID-19 related revenue losses between March 15 and November 15, 2020. If the City Council elects to fund these nonprofit grant requests, an additional $333,911 in CARES Act funding will need to be allocated toward the Small Business Emergency Grant Program’s Second Round. Attachments: 1) Resolution 2) Amended Grant Guidelines 3) Grant Agreements (5) Financial Impact: $ Budgeted: Y☐ N☒ Source: Envision Lakeville Community Values: Diversified Economic Development Report Completed by: David L. Olson, Community & Economic Development Director; Jerilyn Erickson, Finance Director 362,258 CARES Act Funds CITY OF LAKEVILLE RESOLUTION No______ RESOLUTION ACKNOWLEDGING RECEIPT AND USE OF CARES ACT FUNDS WHEREAS, The Coronavirus Aid, Relief and Economic Security (CARES) Act established the $150 billion Coronavirus Relief Fund to provide funds to State, Local and Tribal governments navigating the impact of the COVID-19 outbreak; and WHEREAS, The City of Lakeville was allocated $4,846,940. City staff submitted the required certification form and funds were received on July 3, 2020; and WHEREAS, Eligible expenditures incurred between March 1, 2020 and November 15, 2020 are covered under the grant with two exceptions noted by the Department of Treasury’s Office of the Inspector General; and WHEREAS, The City has authorized use of the CARES Act funds for the following expenditures with estimated amounts: o Personal Protective Equipment - $91,000  Cleaning supplies and equipment need for Sanitizing city facilities, vehicles and equipment. Hand sanitizer and masks for employees and residents inside public facilities. Materials to construct permanent barriers between customers and employees. Personal protective equipment (gloves/faceshields/isolation gowns). Social distancing and mask required signage. o Small Business Assistance - $985,000  Designed to provide assistance to local businesses, non-profits and Lakeville Arenas during the State-mandated restrictions. o Improve Telework Capabilities of Public Employees - $32,000  Hardware and software to improve telework capabilities for public employees to enable compliance with COVID-19 public health precautions. Includes virtual meeting subscription services. o Economic Support - $68,000  Employer paid sick and paid family and medical leave to public employees to enable compliance with COVID-19 public health precautions. o Administrative Expenses - $55,000  City Administration/Finance/Human Resources and Department Directors time to administer COVID policies and reporting. o Budgeted Personnel and Services diverted to a Substantially Different Use - $163,000  Employees diverted to a substantially different use and compliance with executive stay at home orders. o Payroll for Public Health and Safety Employees - $3,452,940  Public Safety Costs from March 1-November 15 are presumed to be substantially dedicated to mitigating the emergency. WHEREAS, The City established a method to track expenses within the financial and payroll systems to facilitate the reporting of information to the City Council and Minnesota Management & Budget (MMB). NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Lakeville: 1. The City acknowledges receipt of the CARES Act Funds; 2. The City acknowledges that the use of the CARES Act Funds has been for eligible expenses per the grant guidelines. Any Funds unspent in the above categories or spent on expenditures found to be ineligible for the applicable category will be allocated to the Payroll for Public Health and Safety category. ADOPTED by the Lakeville City Council this 2nd day of November 2020. CITY OF LAKEVILLE By: ________________________________ Douglas P. Anderson ATTEST: ________________________________ Charlene Friedges, City Clerk 20195 Holyoke Avenue, Lakeville, MN 55044 952-985-4400 • 952-985-4499 fax www.lakevillemn.gov City of Lakeville Small Business Emergency Grant Program Guidelines Second Round Revised October 2020 PART A – Business Grants To provide emergency assistance to small local businesses in Lakeville adversely impacted by the COVID-19 pandemic, the City of Lakeville Small Business Emergency Grant Program will provide grants of up to $10,000 to small businesses most in need of support. Funds will help businesses pay for critical expenses such as payroll, rent, mortgage payments, utility bills, and other operational expenses that have occurred since March 1, 2020. Providing this support will increase the capacity of small businesses with a physical location in Lakeville to survive the current crisis and will help prevent potential future blight scenarios. These grant funds can be used to ensure a business can afford to operate while maintaining the social distancing guidelines for the safety of its employees and customers. The Grant Program’s second round will be administered by the City of Lakeville Community and Economic Development Department. Grant funds will be distributed until the program allocation is exhausted, up to $400,000. The City Administrator is authorized to approve grant payments directly to businesses that comply with all Second Round Grant Program Guidelines. Terms • Up to $10,000 grant based on economic injury from COVID-19 related eligible expenses. • Funds can be used for operating expenses, including rent payments, mortgage payments, payroll, utilities, payments to suppliers, or other critical business expenses (including expenses related to reopening and personal protective equipment) as approved by the fund administrator. Eligible Businesses Businesses must meet all of the following criteria as of March 1, 2020 to be eligible: • Employ the equivalent of 50 or fewer full-time workers • Be a private for-profit business that has a permanent physical location in Lakeville city boundaries • Be majority owned by a permanent resident of Minnesota 20195 Holyoke Avenue, Lakeville, MN 55044 952-985-4400 • 952-985-4499 fax www.lakevillemn.gov • Be in good standing with the Minnesota Secretary of State and Minnesota Department of Revenue as of March 1, 2020 • Be in good standing with Dakota County and the City of Lakeville • Be able to demonstrate financial hardship as a result of the COVID-19 pandemic Certain businesses are ineligible, including: • Businesses that do not have a physical address in Lakeville city boundaries • Home based businesses (except childcare providers) • Non-profit organizations • Businesses that derive any income from adult-oriented uses • Businesses in default conditions prior to February 29, 2020 • Businesses deriving income from passive investments without operational ties to operating businesses • Businesses primarily focusing on speculative activities based on fluctuations in price rather than the normal course of trade • Businesses earning more than half of its annual net revenue from lending • Businesses engaging in pyramid sales, where a participant's primary incentive is based on the sales of an ever-increasing number of participants • Businesses engaging in activities prohibited by federal law or applicable law in the local jurisdiction of the business • Businesses engaging in gambling enterprises, unless the business earns less than 50% of its annual net revenue from lottery sales • Businesses that have been awarded or have received COVID-related emergency funds through the State of Minnesota Small Business Emergency Loan (SBEL) or other locally funded business relief programs Due to the limited amount of funding and in order to serve as many businesses as possible, businesses will be ineligible to receive duplicative funds from the City of Lakeville Second Round Small Business Emergency Grant Program AND State of Minnesota or Dakota County or City of Lakeville first round grant funds. Businesses receiving federal relief funds (Paycheck Protection Program, Economic Injury Disaster Loan) are still eligible for the City of Lakeville Small Business Emergency Grant Program but must use City funds for other eligible expenses than those covered by federal funds. Application Process • Application Forms will be accepted beginning September16 through September 30, 2020. • Application forms can be completed and submitted on lakevillemn.gov. 20195 Holyoke Avenue, Lakeville, MN 55044 952-985-4400 • 952-985-4499 fax www.lakevillemn.gov •If applications exceed the funding available, City of Lakeville Community & Economic Development staff will select grant recipients using a first-come, first-served basis. The City will notify approved applicants by email within 10 business days of the submittal of a complete application. •Upon notice of an approved application, applicants will be required to submit the following within 10 business days: o 2019 Federal Business Tax Return or appropriate Business Tax Schedule based on entity type. o Evidence of revenue loss related to the COVID 19 pandemic. Applicants should submit documentation that best demonstrates the impact and is deemed acceptable to the Community & Economic Development Department. Some examples of acceptable documentation include Sales Tax Reporting, Period Statements from 3rd-party Sales Platforms, Merchant Services Statements, and Point of Sale or Register reports. o Evidence of employment prior to March 1, 2020. Acceptable documentation may include period reporting from a 3rd-party payroll processor, applicant’s Federal Form 941/Employer’s Quarterly Federal Tax Return, or other State or Federal payroll-related filing. o Any additional documentation or information deemed necessary by the Community & Economic Development Department to determine eligibility, generate loan documents, disburse loan proceeds, or meet program reporting requirements. o Failure to submit required documentation will result in forfeiture of a grant award. Any forfeited grant money will be awarded to the next business application in queue. PART B – Nonprofit Grants Eligible Nonprofit Businesses •The following entities provided significant direct support to those adversely affected in the City of Lakeville by the COVID-19 pandemic: 360 Communities, Fairview Ridges Hospital, Lakeville Area Chamber of Commerce and Convention & Visitors Bureau, Lakeville Area Schools and YMCA Early Childhood Learning Center. •Therefore, grant funds will be provided to those entities, in an amount up to $143,000. Nonprofit businesses are not eligible for Part A grant funds and as a result are not subject to Part A guidelines. Part B nonprofit business grants cannot be used to replace lost revenues. Part B grant funds may be used to cover operating expenses, including payroll, rent/lease payments, mortgage payments, utilities, payments to suppliers, or other critical business 20195 Holyoke Avenue, Lakeville, MN 55044 952-985-4400 • 952-985-4499 fax www.lakevillemn.gov expenses including business consulting to modify business operations as a result of the public health emergency and as approved and authorized by the program from March 15 through November 15, 2020. Use of grant funds is subject to verification to ensure compliance as required under the Federal CARES Act program requirements. Eligible nonprofit businesses will be required to submit the following within 10 business days of preliminary approval grant notification: • 2019 Federal Business Tax Return or appropriate Business Tax Schedule based on entity type. • Evidence of revenue loss related to the COVID 19 pandemic. Applicants should submit documentation that best demonstrates the impact and is deemed acceptable to the Community & Economic Development Department. • Evidence of employment prior to March 1, 2020. Acceptable documentation may include period reporting from a 3rd-party payroll processor, applicant’s Federal Form 941/Employer’s Quarterly Federal Tax Return, or other State or Federal payroll-related filing. • Any additional documentation or information deemed necessary by the Community & Economic Development Department to determine eligibility, generate loan documents, disburse loan proceeds, or meet program reporting requirements. • Failure to submit required documentation will result in forfeiture of a grant award. Note: The Lakeville City Council reserves the right to revise these guidelines as needed to best address the impact of the current pandemic. Application Number: 3 1 GRANT AGREEMENT This Agreement is between the CITY OF LAKEVILLE, a Minnesota municipal corporation, located at 20195 Holyoke Avenue, Lakeville, Minnesota 55044 (“City”) and the Burnsville YMCA (Early Childhood Learning Center – Lakeville) (“Grantee”), a Minnesota nonprofit corporation, located at 13850 Portland Avenue S, Burnsville, Minnesota 55337 (16331 Kenrick Avenue, Lakeville, Minnesota 55044) (Grantee’s Address). WHEREAS, the Lakeville City Council (“Council”) has approved the disbursement of funds it has received under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act for use by small businesses under the Lakeville Small Business Emergency Grant Program (“Program”); and WHEREAS, Grantee has made a request to the City for grant funds from funding the City received under the CARES Act (CARES Grant Funds”); WHEREAS, the City Council finds this request reasonable and acknowledges the impact by the COVID-19 pandemic and the COVID-19 peacetime emergency on the Grantee in Lakeville; WHEREAS, the City desires to provide CARES Grant Funds to Grantee pursuant to the requirements of Part B of the Small Business Grant Program Guidelines as approved by the City Council. The City and Grantee agree as follows: 1. TERM AND AMOUNT OF GRANT Grantee shall complete all grant requirements (“Grant Requirements”) commencing upon both parties signing this agreement and expiring six months thereafter or when all requirements of the Agreement have been complete, whichever comes first, unless cancelled or terminated earlier in accordance with the provisions herein. The total amount of this grant is Ten Thousand Dollars ($10,000) (“Grant Funds”). 2. GRANT REQUIREMENTS By entering into this Grant Agreement, Grantee certifies that it is eligible under Part B of the Program and that as of March 1, 2020, all of the following are true and correct: • Grantee acknowledges that the source of funds for this Grant Agreement are federal Coronavirus Aid, Relief, and Economic Security Act (CARES Act) Coronavirus Relief Funds provided to the City and approved for disbursement by the Council as non-profit grants under the Program. Grantee acknowledges that this grant may be subject to federal and state taxes. Grantee further certifies that as of the date this Agreement is signed, all of the following are true and correct: Lakeville Second Round Small Business Emergency Grant Program Part B Agreement 2 • Grantee is in good standing with the Minnesota Secretary of State • Grantee is current on property taxes that were ordinarily due and payable on or before May 15, 2020, or on a County-approved payment plan, if applicable • Grantee experienced significant loss in revenue and/or incurred additional business expenses since March 15, 2020 directly related to the COVID-19 public health emergency/pandemic. • Grantee has demonstrated to the Grantor, based upon that certain information/documentation provided to and satisfactory to grantor, specific financial hardship in an amount equal to or exceeding the grant amount contained in this Agreement from demonstrable business interruption caused by required closures, voluntary closures, business reduction, or increased cost of business operations resulting directly from COVID-19 public health emergency/pandemic. • Grantee has not received financial assistance from insurance or another federal, state or local assistance program related to the COVID-19 pandemic for the expenses covered under this Agreement. Grantee agrees that all Grant Funds received under this Grant Agreement will be used in accordance with the terms and requirements of the CARES Act. Grantee shall repay to the Grantor within 30 days any funds provided under this Agreement that are determined to be ineligible under federal, state or local guidance, including but not limited to the CARES Act or this Agreement. 3. ELIGIBLE COSTS OF BUSINESS COSTS Grantee shall provide an itemized and documented list of eligible costs incurred as a result of the COVID-19 emergency/pandemic, as more fully described in Itemized Budget and Certifications form. 4. GRANT DISBURSEMENT City shall pay Grant Funds directly to Grantee within ten (10) business days of a fully executed Grant Agreement. 5. INDEPENDENT CONTRACTOR Grantee shall select the means, method, and manner of performing Grant Requirements, if any. Nothing is intended nor should be construed as creating or establishing the relationship of a partnership or a joint venture between the parties or as constituting Grantee as the agent, representative, or employee of the City for any purpose. Grantee is and shall remain an independent contractor under this Agreement. 6. NON-DISCRIMINATION Grantee shall not exclude any person from full employment rights nor prohibit participation in or the benefits of any program, service or activity on the grounds of any protected status or class including but not limited to race, color, creed, religion, age, sex, disability, marital status, sexual orientation, public assistance status, or national origin. No person who is protected by applicable federal or state laws against discrimination shall be subjected to discrimination. Lakeville Second Round Small Business Emergency Grant Program Part B Agreement 3 7. INDEMNIFICATION Grantee shall defend, indemnify, and hold harmless the City, their present and former officials, officers, agents, volunteers, and employees from any liability, claims, causes of action, judgments, damages, losses, costs, demands for repayment or expenses, including attorney’s fees, resulting directly or indirectly from this Agreement and/or the receipt, disbursement or use of Grant Funds by the Grantee, a subcontractor, anyone directly or indirectly employed by Grantee, and/or anyone for whose acts and/or omissions Grantee may be liable in the performance of this Agreement. 8. DATA PRIVACY AND SECURITY Grantee, its officers, agents, owners, partners, employees, volunteers and subcontractors shall, to the extent applicable, abide by the provisions of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13 (MGDPA) and all other applicable state and federal laws, rules, regulations and orders relating to data or the privacy, confidentiality or security of data. The City will abide by Minnesota Statutes §13.48 on award data which provides that, “Financial data on business entities submitted to a government entity for the purpose of presenting awards to business entities for achievements in business development or performance are private data on individuals or nonpublic data.” Other data containing information which would give an advantage to competitors may be also labeled trade secret. The City does not guarantee that a state or federal court will not make a determination that the data, either financial, trade secret or otherwise, is public and require release of that data. Grantee shall promptly notify the City if Grantee becomes aware of any potential claims, or facts giving rise to such claims, under the MGDPA or other data, data security, privacy or confidentiality laws. Classification of data, including trade secret data, will be determined pursuant to applicable law and, accordingly, merely labeling data as “financial data” or “trade secret” by Grantee does not necessarily make the data protected as such under any applicable law. 9. RECORDS – AVAILABILITY/ACCESS AND RIGHT TO AUDIT Subject to the requirements of Minnesota Statutes § 16C.05, subd. 5, the City, the State Auditor, or any of their authorized representatives which may include other independent financial analysts at any time during normal business hours, and as often as they may reasonably deem necessary, shall have access to and the right to request submission of documentation, examine, audit, excerpt, and transcribe any books, documents, papers, records, or other data, which are pertinent to the accounting practices and procedures of Grantee and involve transactions relating to this Agreement. Grantee shall maintain these materials and allow access during the period of this Agreement and for six (6) years after its expiration, cancellation or termination. 10. SUCCESSORS, SUBCONTRACTING AND ASSIGNMENTS A. Grantee shall not assign, transfer or pledge this Agreement whether in whole or in part, nor assign any monies due or to become due to it without the prior written consent of the City. A consent to assign shall be subject to such conditions and provisions as the City may deem necessary, accomplished by execution of a form prepared by the City and signed by Grantee, and the assignee. Permission to assign, however, shall under no circumstances relieve Grantee of its liabilities and obligations under the Agreement. Lakeville Second Round Small Business Emergency Grant Program Part B Agreement 4 B. Grantee shall not subcontract this Agreement whether in whole or in part, without the prior written consent of the City. 11. MERGER, MODIFICATION AND SEVERABILITY A. The entire Agreement between the parties is contained herein and supersedes all oral agreements and negotiations between the parties relating to the subject matter. All items that are referenced or that are attached are incorporated and made a part of this Agreement. If there is any conflict between the terms of this Agreement and referenced or attached items, the terms of this Agreement shall prevail. Grantee and/or the City are each bound by its own electronic signature(s) on this Agreement, and each agrees and accepts the electronic signature of the other party. B. Any alterations, variations or modifications of the provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by the parties. Except as expressly provided, the substantive legal terms contained in this Agreement including but not limited to Indemnification, Insurance, Merger, Modification and Severability, Default and Cancellation/Termination or Minnesota Law Governs may not be altered, varied, modified or waived by any change order, implementation plan, scope of work, development specification or other development process or document. C. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not be affected. 12. DEFAULT AND CANCELLATION/TERMINATION A. If Grantee fails to perform any of the provisions of this Agreement including providing false, misleading or incomplete information in documents submitted to the City or documented in Attachment A, fails to use Grant Funds exclusively for costs included in Exhibit A or uses other sources of federal funds for costs included in Exhibit A, the performance of the Agreement or otherwise breaches or fails to comply with any of the terms of this Agreement, it shall be in default. Unless Grantee’s default is excused in writing by the City, the City may upon written notice immediately cancel or terminate this Agreement in its entirety and may demand repayment in full of the Grant Funds. Additionally, failure to comply with the terms of this Agreement shall be just cause for the City to delay payment until Grantee’s compliance. In the event of a decision to withhold payment, the City shall furnish prior written notice to Grantee. B. Notwithstanding any provision of this Agreement to the contrary, Grantee shall remain liable to the City for damages sustained by the City by virtue of any breach of this Agreement by Grantee. Upon notice to Grantee of the claimed breach and the amount of the claimed damage, the City may withhold any payments to Grantee for the purpose of set-off until such time as the exact amount of damages due the City from Grantee is determined. Following notice from City of the claimed breach and damage, Grantee and the City shall attempt to resolve the dispute in good faith. C. The above remedies shall be in addition to any other right or remedy available to the City under this Agreement, law, statute, rule, and/or equity. Lakeville Second Round Small Business Emergency Grant Program Part B Agreement 5 D. The City’s failure to insist upon strict performance of any provision or to exercise any right under this Agreement shall not be deemed a relinquishment or waiver of the same, unless consented to in writing. Such consent shall not constitute a general waiver or relinquishment throughout the entire term of the Agreement. E. If this Agreement expires or is cancelled or terminated, with or without cause, by either party, at any time, Grantee shall not be entitled to any payment, fees or other monies except for payments duly invoiced for then-delivered and accepted deliverables/milestones pursuant to this Agreement. In the event Grantee has performed work toward a deliverable that the City has not accepted at the time of expiration, cancellation or termination, Grantee shall not be entitled to any payment for said work including but not limited to incurred costs of performance, termination expenses, profit on the work performed, other costs founded on termination for convenience theories or any other payments, fees, costs or expenses not expressly set forth in this Agreement. F. Upon written notice, the City may immediately suspend or cancel/terminate this Agreement in the event any of the following occur: (i) the City does not obtain anticipated funding from the federal government for this project; (ii) funding for this project from an the federal government is withdrawn, frozen, shut down, is otherwise made unavailable or the City loses the outside funding for any other reason. G. Grantee shall be responsible for reimbursing the City for any Grant Funds provided under this Agreement within thirty (30) days’ notice by the City, in the event the Grant Funds are determined to be ineligible under the CARES Act for any reason. 13. SURVIVAL OF PROVISIONS Provisions that by their nature are intended to survive the term, cancellation or termination of this Agreement do survive such term, cancellation or termination. Such provisions include but are not limited to: SERVICES TO BE PROVIDED; GRANT REQUIREMENTS; INDEPENDENT CONTRACTOR; INDEMNIFICATION; DUTY TO NOTIFY; DATA PRIVACY AND SECURITY; RECORDS-AVAILABILITY/ACCESS; DEFAULT AND CANCELLATION/TERMINATION; MEDIA OUTREACH; and MINNESOTA LAW GOVERNS. 14. GRANT ADMINISTRATION David L. Olson, Community & Economic Development Director (“Grant Administrator”), shall manage this Agreement and any subsequent audit thereof on behalf of the City and serve as liaison to the Grantee. Danny Rubio, Executive Director shall manage the agreement on behalf of Grantee. Grantee may replace such person but shall immediately give written notice to the City of the name, phone number and email address of such substitute person and of any other subsequent substitute person. 15. COMPLIANCE AND NON-DEBARMENT CERTIFICATION A. Grantee shall comply with all applicable federal, state and local statutes, funding sources, regulations, rules and ordinances currently in force or later enacted. Lakeville Second Round Small Business Emergency Grant Program Part B Agreement 6 B. Grantee certifies that it is not prohibited from doing business with either the federal government or the state of Minnesota as a result of debarment or suspension proceedings. C. Because the source or partial source of funds for payment under this Agreement is from federal or state monies or from a federal, state or other grant source, Grantee is bound by and shall comply with applicable law, rules, regulations, applicable documentation or other directives relating to the source and utilization of such funds including but not limited to applying for Grant Funds that have been or will be reimbursed under any federal, county or state program. 16. NOTICES Unless the parties otherwise agree in writing, any notice or demand which must be given or made by a party under this Agreement or any statute or ordinance shall be in writing, and shall be sent registered or certified mail. Notices to the City shall be sent to the Grant Administrator at the address given in the opening paragraph of this Agreement. Notice to Grantee shall be sent to the address stated in the opening paragraph of this Agreement. 17. CONFLICT OF INTEREST Grantee affirms that to the best of Grantee’s knowledge, Grantee’s involvement in this Agreement does not result in a conflict of interest with any party or entity which may be affected by the terms of this Agreement. Should any conflict or potential conflict of interest become known to Grantee, Grantee shall immediately notify the City of the conflict or potential conflict, specifying the part of this Agreement giving rise to the conflict or potential conflict, and advise the City whether Grantee will or will not resign from the other engagement or representation. Unless waived by the City, a conflict or potential conflict may, in the City’s discretion, be cause for cancellation or termination of this Agreement. 19. MINNESOTA LAWS GOVERN The laws of the state of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations between the parties and their performance. The appropriate venue and jurisdiction for any litigation will be those courts located within the County of Dakota, State of Minnesota. Litigation, however, in the federal courts involving the parties will be in the appropriate federal court within the state of Minnesota. [Signature page follows] Lakeville Second Round Small Business Emergency Grant Program Part B Agreement 7 The parties hereby agree to the terms outlined in the Agreement. CITY City of Lakeville By: Print Name:________________________________ Its:_______________________________________ Date: By: Print Name:________________________________ Its:_______________________________________ Date: GRANTEE Burnsville YMCA By: Print Name:________________________________ Its:_______________________________________ Date: Karen Larson Chief Financial Officer 10/28/2020 Application Number: 4 GRANT AGREEMENT This Agreement is between the CITY OF LAKEVILLE, a Minnesota municipal corporation, located at 20195 Holyoke Avenue, Lakeville, Minnesota 55044 (“City”) and Fairview Health Services d/b/a Fairview Ridges Hospital (“Grantee”), a Minnesota nonprofit corporation, located at 201 E. Nicollet Boulevard, Burnsville, Minnesota 55337 (Grantee’s Address). WHEREAS, the Lakeville City Council (“Council”) has approved the disbursement of funds it has received under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act for use by small businesses under the Lakeville Small Business Emergency Grant Program (“Program”); and WHEREAS, Grantee has made a request to the City for grant funds from funding the City received under the CARES Act (CARES Grant Funds”); WHEREAS, the City Council finds this request reasonable and acknowledges the impact by the COVID-19 pandemic and the COVID-19 peacetime emergency on the Grantee in Lakeville; WHEREAS, the City desires to provide CARES Grant Funds to Grantee pursuant to the requirements of Part B of the Small Business Grant Program Guidelines as approved by the City Council. The City and Grantee agree as follows: 1. TERM AND AMOUNT OF GRANT Grantee shall complete all grant requirements (“Grant Requirements”) commencing upon both parties signing this agreement and expiring six months thereafter or when all requirements of the Agreement have been complete, whichever comes first, unless cancelled or terminated earlier in accordance with the provisions herein. The total amount of this grant is One Hundred Five Thousand, Nine Hundred Eleven Dollars ($105,911) (“Grant Funds”). 2. GRANT REQUIREMENTS By entering into this Grant Agreement, Grantee certifies that it is eligible under Part B of the Program and that as of March 1, 2020, all of the following are true and correct:  Grantee acknowledges that the source of funds for this Grant Agreement are federal Coronavirus Aid, Relief, and Economic Security Act (CARES Act) Coronavirus Relief Funds provided to the City and approved for disbursement by the Council as non-profit grants under the Program. Grantee acknowledges that this grant may be subject to federal and state taxes. Grantee further certifies that as of the date this Agreement is signed, all of the following are true and correct: 1 Lakeville Second Round Small Business Emergency Grant Program Part B Agreement 2 • Grantee is in good standing with the Minnesota Secretary of State • Grantee is current on property taxes that were ordinarily due and payable on or before May 15, 2020, or on a County-approved payment plan, if applicable • Grantee experienced significant loss in revenue and/or incurred additional business expenses since March 15, 2020 directly related to the COVID-19 public health emergency/pandemic. • Grantee has demonstrated to the Grantor, based upon that certain information/documentation provided to and satisfactory to grantor, specific financial hardship in an amount equal to or exceeding the grant amount contained in this Agreement from demonstrable business interruption caused by required closures, voluntary closures, business reduction, or increased cost of business operations resulting directly from COVID-19 public health emergency/pandemic. • Grantee has not received financial assistance from insurance or another federal, state or local assistance program related to the COVID-19 pandemic for the expenses covered under this Agreement. Grantee agrees that all Grant Funds received under this Grant Agreement will be used in accordance with the terms and requirements of the CARES Act. Grantee shall repay to the Grantor within 30 days any funds provided under this Agreement that are determined to be ineligible under federal, state or local guidance, including but not limited to the CARES Act or this Agreement. 3. ELIGIBLE COSTS OF BUSINESS COSTS Grantee shall provide an itemized and documented list of eligible costs incurred as a result of the COVID-19 emergency/pandemic, as more fully described in Itemized Budget and Certifications form. 4. GRANT DISBURSEMENT City shall pay Grant Funds directly to Grantee within ten (10) business days of a fully executed Grant Agreement. 5. INDEPENDENT CONTRACTOR Grantee shall select the means, method, and manner of performing Grant Requirements, if any. Nothing is intended nor should be construed as creating or establishing the relationship of a partnership or a joint venture between the parties or as constituting Grantee as the agent, representative, or employee of the City for any purpose. Grantee is and shall remain an independent contractor under this Agreement. 6. NON-DISCRIMINATION Grantee shall not exclude any person from full employment rights nor prohibit participation in or the benefits of any program, service or activity on the grounds of any protected status or class including but not limited to race, color, creed, religion, age, sex, disability, marital status, sexual orientation, public assistance status, or national origin. No person who is protected by applicable federal or state laws against discrimination shall be subjected to discrimination. Lakeville Second Round Small Business Emergency Grant Program Part B Agreement 3 7. INDEMNIFICATION Grantee shall defend, indemnify, and hold harmless the City, their present and former officials, officers, agents, volunteers, and employees from any liability, claims, causes of action, judgments, damages, losses, costs, demands for repayment or expenses, including attorney’s fees, resulting directly or indirectly from this Agreement and/or the receipt, disbursement or use of Grant Funds by the Grantee, a subcontractor, anyone directly or indirectly employed by Grantee, and/or anyone for whose acts and/or omissions Grantee may be liable in the performance of this Agreement. 8. DATA PRIVACY AND SECURITY Grantee, its officers, agents, owners, partners, employees, volunteers and subcontractors shall, to the extent applicable, abide by the provisions of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13 (MGDPA) and all other applicable state and federal laws, rules, regulations and orders relating to data or the privacy, confidentiality or security of data. The City will abide by Minnesota Statutes §13.48 on award data which provides that, “Financial data on business entities submitted to a government entity for the purpose of presenting awards to business entities for achievements in business development or performance are private data on individuals or nonpublic data.” Other data containing information which would give an advantage to competitors may be also labeled trade secret. The City does not guarantee that a state or federal court will not make a determination that the data, either financial, trade secret or otherwise, is public and require release of that data. Grantee shall promptly notify the City if Grantee becomes aware of any potential claims, or facts giving rise to such claims, under the MGDPA or other data, data security, privacy or confidentiality laws. Classification of data, including trade secret data, will be determined pursuant to applicable law and, accordingly, merely labeling data as “financial data” or “trade secret” by Grantee does not necessarily make the data protected as such under any applicable law. 9. RECORDS – AVAILABILITY/ACCESS AND RIGHT TO AUDIT Subject to the requirements of Minnesota Statutes § 16C.05, subd. 5, the City, the State Auditor, or any of their authorized representatives which may include other independent financial analysts at any time during normal business hours, and as often as they may reasonably deem necessary, shall have access to and the right to request submission of documentation, examine, audit, excerpt, and transcribe any books, documents, papers, records, or other data, which are pertinent to the accounting practices and procedures of Grantee and involve transactions relating to this Agreement. Grantee shall maintain these materials and allow access during the period of this Agreement and for six (6) years after its expiration, cancellation or termination. 10. SUCCESSORS, SUBCONTRACTING AND ASSIGNMENTS A. Grantee shall not assign, transfer or pledge this Agreement whether in whole or in part, nor assign any monies due or to become due to it without the prior written consent of the City. A consent to assign shall be subject to such conditions and provisions as the City may deem necessary, accomplished by execution of a form prepared by the City and signed by Grantee, and the assignee. Permission to assign, however, shall under no circumstances relieve Grantee of its liabilities and obligations under the Agreement. Lakeville Second Round Small Business Emergency Grant Program Part B Agreement 4 B. Grantee shall not subcontract this Agreement whether in whole or in part, without the prior written consent of the City. 11. MERGER, MODIFICATION AND SEVERABILITY A. The entire Agreement between the parties is contained herein and supersedes all oral agreements and negotiations between the parties relating to the subject matter. All items that are referenced or that are attached are incorporated and made a part of this Agreement. If there is any conflict between the terms of this Agreement and referenced or attached items, the terms of this Agreement shall prevail. Grantee and/or the City are each bound by its own electronic signature(s) on this Agreement, and each agrees and accepts the electronic signature of the other party. B. Any alterations, variations or modifications of the provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by the parties. Except as expressly provided, the substantive legal terms contained in this Agreement including but not limited to Indemnification, Insurance, Merger, Modification and Severability, Default and Cancellation/Termination or Minnesota Law Governs may not be altered, varied, modified or waived by any change order, implementation plan, scope of work, development specification or other development process or document. C. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not be affected. 12. DEFAULT AND CANCELLATION/TERMINATION A. If Grantee fails to perform any of the provisions of this Agreement including providing false, misleading or incomplete information in documents submitted to the City or documented in Attachment A, fails to use Grant Funds exclusively for costs included in Exhibit A or uses other sources of federal funds for costs included in Exhibit A, the performance of the Agreement or otherwise breaches or fails to comply with any of the terms of this Agreement, it shall be in default. Unless Grantee’s default is excused in writing by the City, the City may upon written notice immediately cancel or terminate this Agreement in its entirety and may demand repayment in full of the Grant Funds. Additionally, failure to comply with the terms of this Agreement shall be just cause for the City to delay payment until Grantee’s compliance. In the event of a decision to withhold payment, the City shall furnish prior written notice to Grantee. B. Notwithstanding any provision of this Agreement to the contrary, Grantee shall remain liable to the City for damages sustained by the City by virtue of any breach of this Agreement by Grantee. Upon notice to Grantee of the claimed breach and the amount of the claimed damage, the City may withhold any payments to Grantee for the purpose of set-off until such time as the exact amount of damages due the City from Grantee is determined. Following notice from City of the claimed breach and damage, Grantee and the City shall attempt to resolve the dispute in good faith. C. The above remedies shall be in addition to any other right or remedy available to the City under this Agreement, law, statute, rule, and/or equity. Lakeville Second Round Small Business Emergency Grant Program Part B Agreement 5 D. The City’s failure to insist upon strict performance of any provision or to exercise any right under this Agreement shall not be deemed a relinquishment or waiver of the same, unless consented to in writing. Such consent shall not constitute a general waiver or relinquishment throughout the entire term of the Agreement. E. If this Agreement expires or is cancelled or terminated, with or without cause, by either party, at any time, Grantee shall not be entitled to any payment, fees or other monies except for payments duly invoiced for then-delivered and accepted deliverables/milestones pursuant to this Agreement. In the event Grantee has performed work toward a deliverable that the City has not accepted at the time of expiration, cancellation or termination, Grantee shall not be entitled to any payment for said work including but not limited to incurred costs of performance, termination expenses, profit on the work performed, other costs founded on termination for convenience theories or any other payments, fees, costs or expenses not expressly set forth in this Agreement. F. Upon written notice, the City may immediately suspend or cancel/terminate this Agreement in the event any of the following occur: (i) the City does not obtain anticipated funding from the federal government for this project; (ii) funding for this project from an the federal government is withdrawn, frozen, shut down, is otherwise made unavailable or the City loses the outside funding for any other reason. G. Grantee shall be responsible for reimbursing the City for any Grant Funds provided under this Agreement within thirty (30) days’ notice by the City, in the event the Grant Funds are determined to be ineligible under the CARES Act for any reason. 13. SURVIVAL OF PROVISIONS Provisions that by their nature are intended to survive the term, cancellation or termination of this Agreement do survive such term, cancellation or termination. Such provisions include but are not limited to: SERVICES TO BE PROVIDED; GRANT REQUIREMENTS; INDEPENDENT CONTRACTOR; INDEMNIFICATION; DUTY TO NOTIFY; DATA PRIVACY AND SECURITY; RECORDS-AVAILABILITY/ACCESS; DEFAULT AND CANCELLATION/TERMINATION; MEDIA OUTREACH; and MINNESOTA LAW GOVERNS. 14. GRANT ADMINISTRATION David L. Olson, Community & Economic Development Director (“Grant Administrator”), shall manage this Agreement and any subsequent audit thereof on behalf of the City and serve as liaison to the Grantee. Brian Knapp, Vice President Operations shall manage the agreement on behalf of Grantee. Grantee may replace such person but shall immediately give written notice to the City of the name, phone number and email address of such substitute person and of any other subsequent substitute person. Lakeville Second Round Small Business Emergency Grant Program Part B Agreement 6 15. COMPLIANCE AND NON-DEBARMENT CERTIFICATION A. Grantee shall comply with all applicable federal, state and local statutes, funding sources, regulations, rules and ordinances currently in force or later enacted. B. Grantee certifies that it is not prohibited from doing business with either the federal government or the state of Minnesota as a result of debarment or suspension proceedings. C. Because the source or partial source of funds for payment under this Agreement is from federal or state monies or from a federal, state or other grant source, Grantee is bound by and shall comply with applicable law, rules, regulations, applicable documentation or other directives relating to the source and utilization of such funds including but not limited to applying for Grant Funds that have been or will be reimbursed under any federal, county or state program. 16. NOTICES Unless the parties otherwise agree in writing, any notice or demand which must be given or made by a party under this Agreement or any statute or ordinance shall be in writing, and shall be sent registered or certified mail. Notices to the City shall be sent to the Grant Administrator at the address given in the opening paragraph of this Agreement. Notice to Grantee shall be sent to the address stated in the opening paragraph of this Agreement with a copy to Chief Legal Officer, Fairview Health Services, 2450 Riverside Avenue, Minneapolis, MN 55454 17. CONFLICT OF INTEREST Grantee affirms that to the best of Grantee’s knowledge, Grantee’s involvement in this Agreement does not result in a conflict of interest with any party or entity which may be affected by the terms of this Agreement. Should any conflict or potential conflict of interest become known to Grantee, Grantee shall immediately notify the City of the conflict or potential conflict, specifying the part of this Agreement giving rise to the conflict or potential conflict, and advise the City whether Grantee will or will not resign from the other engagement or representation. Unless waived by the City, a conflict or potential conflict may, in the City’s discretion, be cause for cancellation or termination of this Agreement. 19. MINNESOTA LAWS GOVERN The laws of the state of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations between the parties and their performance. The appropriate venue and jurisdiction for any litigation will be those courts located within the County of Dakota, State of Minnesota. Litigation, however, in the federal courts involving the parties will be in the appropriate federal court within the state of Minnesota. 20. LIMITATION OF LIABILITY City agrees to limit the liability of Grantee and its officers, directors, employees and subconsultants for any and all claims, losses, costs, damages of any nature whatsoever whether arising from breach of contract, negligence, or other common law or statutory theory of recovery, or claims expenses from any cause or causes, including attorney’s fees and costs and expert witness fees and costs, so that the total aggregate liability of Grantee’s officers, directors, employees and subconsultants shall not exceed the amount of the Grant Funds. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless Lakeville Second Round Small Business Emergency Grant Program Part B Agreement 7 otherwise prohibited by law, including but not limited to negligence, breach of contract, or any other claim whether in tort, contract or equity. The parties hereby agree to the terms outlined in the Agreement. CITY City of Lakeville By: Print Name: Its: Date: GRANTEE Fairview Health Services d/b/a Fairview Ridges Hospital By: Print Name: Its: Date: R. Andrew McCoy Vice President, Revenue Management 10/28/2020