Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
4.5. SR 07-09-2012
REQUEST FOR ACTION TO ITEM NUMBER ~Ia~or and Cirn Council -~.~ AGENDA SECTION MEETING DATE PREPARED BY Consent Jul~r 9, 2012 Annie Deckert, Director of Economic De~Telo _ ment ITEM DESCRIPTION REVIEWED By 1lii~nesota Department of Employ-meat and Economic (;al Pormer, Cin- administrator Development (INDEED) Business De~-elopment Public REVIEWED BY Infrastruct<Lre (BDPI) Grant agreement ACTION REQUESTED ~ppro~Te the attached Minnesota Department of Emploirment and Economic De~-elopment (~LNDEED) Business De~relopment Public Infrastnlct~tre (BDPI) Grant agreement. BACKGROUND/DISCUSSION In the spring of 2010, the Cit<r Council appro~Ted a phased de~Telopment plan for the 171'r Focused area Studio. The de~-elopment plan outlined infrastruct<Lre impro~-ements necessary to ma1~e the land de~-elopable. On Febnlal-~~ 6, 2012, the city adopted a resolution supporting an application for a INDEED BDPI rant to help offset the costs of the I7"1'r Focused area Studi- De~-elopment Plan Phase I impro~-ements. Staff completed an application for the BDPI grant requesting $20,000 (m<~zimum request) for the project, which ~ as awarded in June 2012. State is seeking appro~Tal on the attached grant agreement. FINANCIAL IMPACT The city is required to match the $Z:i~,000 grant and will use funds already committed bir the City De~-elopment Fund. The ED ~ will contribute $~~0,000 from their De~-elopment Fund m assist with the project. No additional funds will be needed for the match. Below is the updated estimated budget for the project: ED ~ De~-elopment Fund $-~~0,000 BDPI Grant $20,000 City De~relopment Fund $2~-I,177 Trllllk `Water Fund $223,-~2~ TLUnk Sewer Fund $13~.39:i Total Project $1,313,000 ATTACHMENTS ^ SIN Department of Emplo~-ment and Economic De~-elopment 2012 Greater ~LN Business De~-elopment Public Infrastnlcture Grant agreement for Nature's Edge Business Center Q-Ct1011 Motion b~ Second b~ Note PUMEREU A1' ~A-'UR~ Follow Up N:~~PubhcBodies CitcrConn~il~,CounalRC~,_lgendaPicbet 0 U~)3UI2~,~5BDPI ~ctionRequestedMemo`,-9-13counciLdoct Minnesota Department of Employment and Economic Development 2012 Greater Minnesota Business Development Public Infrastructure Grant Program General Obligation Bond Proceeds Grant Agreement -Construction Grant for the Elk River BDPI Industrial Park Project Grant #BDPI-12-0003-O-FY12 Generic GO Bond Proceeds Ver- 2/16/10 Grant Agreement for Program Construction Grants (GO GA-Prgrn, Cnstrcm Grnt) TABLE OF CONTENTS RECITALS Article I -DEFINITIONS 2 Section 1.01 -Defined Terms 2 Article II -GRANT 6 Section 2.01 - Grant of Monies 6 Section 2.02 - Public Ownership 6 Section 2.03 - Use of Grant Proceeds 7 Section 2.04 - Operation of the Real Property and Facility 7 Section 2.05 - Public Entity Representations and Warranties 8 Section 2.06 - Ownership by Leasehold or Easement 10 Section 2.07 - Event(s) of Default 12 Section 2.08 - Remedies 13 Section 2.09 - Notification of Event of Default 14 Section 2.10 - Survival of Event of Default 14 Section 2.11 - Term of Grant Agreement 14 Section 2.12 - Modification and/or Early Teni7ination of Grant 14 Section 2.12 - Excess Funds 15 Article III -USE CONTRACTS 15 Section 3.01 -General Provisions 15 Section 3.02 -111itial Term and Renewal 17 Section 3.03 -Reimbursement of Counterparty 17 Section 3.04 -Receipt of Monies Under a Use Contract 18 Article IV -SALE 18 Section 4.01 -Sale 18 Section 4.02 -Proceeds of Sale 19 Article V -COMPLIANCE WITH G.O. COMPLIANCE LEGISLATION AND THE COMMISSIONER'S ORDER 20 Section 5.01 -State Bond Financed Property 20 Section 5.02 -Preservation of Tax Exempt Status 20 Section 5.03 -Changes to G.O. Compliance Legislation or the Commissioner's Order 21 Article VI -DISBURSEMENT OF GRANT PROCEEDS 21 Section 6.01 -Draw Requisitions 21 Section 6.02 -Additional Funds 22 Section 6.03 -Condition Precedent to Any Advance 22 Section 6.04 -Construction Inspections 24 DEED Greater MN Business Development Public Infrastructure Program 1 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA-Cnstrcm Grnt) Article VII- MISCELLANEOUS 24 Section 7.01 -Insurance 24 Section 7.02 -Condemnation 26 Section 7.03 -Use, Maintenance, Repair and Alterations 26 Section 7.04 -Records Keeping and Reporting 27 Section 7.05 -117spections by State Entity 28 Section 7.06 -Data Practices 28 Section 7.07 -Non-Discrimination 28 Section 7.08 -Worker's Compensation 28 Section 7.09 - Antitnlst Claims 28 Section 7.10 -Review of Plans and Cost Estimates 28 Section 7.11 -Prevailing Wages 30 Section 7.12 -Liability 30 Section 7.13 -111demnification by the Public Entity 30 Section 7.14 -Relationship of the Parties 31 Section 7.15 -Notices 31 Section 7.16 -Binding Effect and Assignment or Modification 32 Section 7.17 -Waiver 32 Section 7.18 -Entire Agreement 32 Section 7.19 - Choice of Law and Venue 33 Section 7.20 - Severability 33 Section 7.21 -Time of Essence 33 Section 7.22 -Counterparts 33 Section 7.23 -Matching Funds 33 Section 7.24 -Source and Use of Funds 33 Section 7.25 -Project Completion Schedule 34 Section 7.26 -Third-Party Beneficiary 34 Section 7.27 -Public Entity Tasks 34 Section 7.28 -State Entity and Commissioner Required Acts and Approvals 35 Section 7.29 -Applicability to Real Property and Facility 35 Section 7.30 - E-Verification 35 Section 7.31 -Additional Requirements 35 Attachment I -DECLARATION 37 Attachment II -LEGAL DESCRIPTION OF REAL PROPERTY 39 Attachment III -SOURCE AND USE OF FUNDS 40 Attachment IV -PROJECT COMPLETION SCHEDULE 42 Attachment V -GRANT APPLICATION DEED Greater MN Business Development Public Infrastructure Program 11 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA-Cnstrcm Grnt) Minnesota Department of Employment and Economic Development Greater Minnesota Business Development Public Infrastructure Program General Obligation Bond Proceeds Grant Agreement -Construction Grant for the Elk River BDPI Industrial Park Project Grant #BDPI-12-0003-O-FY12 THIS AGREEMENT shall be effective as of June 4, 2012, and is between the City of Elk River, a statutory city (the "Public Entity"), and the Minnesota Department of Employment and Economic Development ("DEED"). RECITALS A. DEED has, under the provisions contained in Minn. Stat. ll6J.431, created and implemented the Greater Mim7esota Business Development Public klfrastn~cture Grant Program (the "DEED Greater Minnesota Business Development Public Infrastructure Grant Program") under which it provides grants to statutory and home rule charter cities located outside the metropolitan area (as defined in Minn. Stat. § 473.121, Subd. 2) to assist such cities in the financing of public infrastructure necessary to support eligible projects under Minn. Stat. § 116J.431, Subd. 2. B. The Public Entity is either a statutory or home rule charter city and as such has the legal authority to own, construct and maintain public infrastructure. C. Under the State Program, DEED is authorized to provide grants that are funded with proceeds of state general obligation bonds authorized to be issued under Article XI, § 5(a) of the Minnesota Constitution. D. Under the State Program the recipients of a grant must use such funds to perform those functions delineated in the State Program Enabling Legislation. E. The Public Entity submitted, if applicable, a grant application to DEED in which the Public Entity requests a grant from the State Program the proceeds of which will be used for the purposes delineated in such grant application. F The Public Entity has applied to and been selected by DEED for a receipt of a grant from the State Program in an amount of TWO H[_JNDRED FIFTY THOUSAND DOLLARS ($250,000) (the "Program Grant"), the proceeds must be used by the Public Entity to perform those functions and activities imposed by DEED under the State Program and, if applicable, delineated in that certain grant application (the "Grant Application"). DEED Greater MN Business Development Public Infrastructure Program 1 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) G. The Public Entity's receipt and use of the Program Grant to acquire an ownership interest in and/or improve real property (the "Real Property") and, if applicable, structures situated thereon (the "Facility") will cause the Public Entity's ownership interest in all of such real property and structures to become "state bond financed property", as such term is used in Minn. Stat. § 16A.695 (the "G.O. Compliance Legislation") and in that certain "Second Order Amending Order of the Commissioner of Finance Relating to Use and Sale of State Bond Financed Property" executed by the Commissioner of Minnesota Management and Budget and dated March 9, 2010 (the "Commissioner's Order"), even though such funds are being used to only acquire such ownership interest and/or improve a part of such real property and structure. H. The Public Entity and DEED desire to set forth herein the provisions relating to the granting and disbursement of the proceeds of the Program Grant to the Public Entity and the operation of the Real Property and, if applicable, Facility. IN CONSIDERATION of the grant described and other provisions in this Agreement, the parties to this Agreement agree as follows. Article I DEFINITIONS Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set out respectively after each such term (the meanings to be equally applicable to both the singL~lar and plural forms of the terms defined), unless the context specifically indicates otherwise: "Agreement" -means this General Obligation Bond Proceeds Grant Agreement - Construction Grant for the Elk River BDPI Project under Greater Minnesota Business Development Public Infrastn~cture Program, as such exists on its original date and any amendments, modifications or restatements thereof. "Approved Debt" -means public or private debt of the Public Entity that is consented to and approved, in writing, by the Commissioner of the Minnesota Department of Management and Budget (MMB), the proceeds of which were or will used to acquire an ownership interest in or improve the Real Property and, if applicable, Facility, other than the debt on the G.O. Bonds. Approved Debt includes, but is not limited tq all debt delineated in Attachment III to this Agreement; provided, however, the Commissioner of MMB is not bound by any amounts delineated in such attachment unless he/she has consented, in writing, to such amounts. "Code" -means the k7ternal Revenue Code of 1986, as amended from time to time, and all treasury regulations, revenue procedures and revenue rulings issued pursuant thereto. "Commissioner of MMB" -means the commissioner of the Minnesota Department of Management and Budget, and any designated representatives thereof. "Commissioner's Order" -means that certain "Second Order Amending Order of the Commissioner of Finance Relating to Use and Sale of State Bond Financed Property" DEED Greater MN Business Development Public Infrastructure Program 2 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) executed by the Commissioner of Minnesota Management and Budget and dated March 9, 2010. "Completion Date" -means December 31, 2014, the date of projected completion of the Project. "Contractor" -means any person engaged to work on or to furnish materials and supplies for the Construction Items including, if applicable, a general contractor. "Construction Contract Documents" -means the document or documents, in form and substance acceptable to DEED, including but not limited to any constnlction plans and specifications and any exhibits, amendments, change orders, modifications thereof or supplements thereto, which collectively form the contract between the Public Entity and the Contractor or Contractors for the completion of the Construction Items on or before the Completion Date for either a fixed price or a guaranteed maximum price. "Construction Items" -means the work to be performed under the Construction Contract Documents. "Counterparty" -means any entity with which the Public Entity contracts under a Use Contract. Th~s~ de~~zitioj~ is only needed and only a~~hes if the Public Entity enters into an agreement~~~ith anotl2er party ~zna'er 1~~lrich such other pay°tv ~~~ill opet•crte the Real Pro~e~~ty, afzd if applicable, Facility. For all other circumstances this definition is not needed afid should be ignored aj~zd treated as if it ~~~ere Ieft blank, and ar~zy reference to this term is~~ this A~reemej~zt shall be ignored as~d treated as if the referej~zce did not exist. "Declaration" - means a declaration, or declarations, in the form contained in Attachment I to this Agreement and all amendments thereto, indicating that the Public Entity's ownership interest in the Real Property and, if applicable, Facility is bond financed property within the meaning of the G.O. Compliance Legislation and is subject to certain restrictions imposed thereby. "Draw Requisition" - means a draw requisition that the Public Entity, or its designee, submits to DEED when a payment is requested, as referred to in Section 6.02. "DEED" - means the Mimlesota Department of Employment and Economic Development. "DEED Greater Minnesota Business Development Public Infrastructure Grant Program" -means the program authorized by Minn. Stat. § 116J.431 and under which DEED supplies financial assistance in the form of grants to statutory and home rule charter cities located outside the metropolitan area (as defined in Minn. Stat. § 473.121, Subd. 2) to assist such cities in the financing of public infrastn~cture necessary to support eligible projects under Minn. Stat. § 116J.431, Subd. 2. "Event of Default" -means one or more of those events delineated in Section 2.07. DEED Greater MN Business Development Public Infrastructure Program 3 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) "Facility", if applicable, -means public infrastnlcture, which is located, or will be constn~cted and located, on the Real Property and all equipment that is a part thereof that was purchased with the proceeds of the Program Grant. "Fair Market Value " -means either (i) the price that ~~~ould be paid by a willing crud grrali~ed buyer to a ~~~illirrg ar~d qualified seller as determined by an appraisal that assumes that all liens arzd encumbrances on the property being sold that negatively affect the value of srrclr propert~~, ~~~dl be paid ar~rd r°eleased, or° (ii) the price bid by a prrrclraser• under a public bid procedure after reasonable public notice, with the proviso that all Bens acrd encurubrances on the property being sold that negatively affect the value of such property, ~~~i11 be paid and released at the time of acquisition by the przrclraser. "G.O. Bonds" -means that portion of the state general obligation bonds issued under the authority granted in Article XI, § 5(a) of the Minnesota Constitution the proceeds of which are used to fund the Program Grant and any bonds issued to refund or replace such bonds. "G.O. Compliance Legislation" -means Minn. Stat. § 16A.695, as it may be amended, modified or replaced from time to time unless such amendment, modification or replacement imposes an unconstitutional impairment of a contract right. "Grant Application" -means that certain grant application that the Public Entity submitted to DEED. This definition is only needed and only applies if the Public Entity submitted a grant applicatior~r to DEED. If tl2e Public Entit~~ did not srrbnut a grant application to DEED, then this definition is not needed and should be ignored and treated as ifit ~~~er•e left blank, and any reference to this term in this A~rreerrrent shall be i~~ored and treated as if tl2e reference did not exist. "Initial Acquisition and Betterment Costs" -means the cost to acquire the Public Entity's ownership interest in Real Property and, if applicable, Facility if the Public Entity does not already possess the required ownership interest, and the costs of betterments of the Real Property and, if applicable, Facility; provided, however, the Commissioner of MMB is not bound by any specific amount of such alleged costs unless he/she has consented, in writing, to such amount. "Outstanding Balance of the Program Grant" -means the portion of the Program Grant that has been disbursed to or on behalf of the Public Entity nunus any portions thereof previously paid back to the Commissioner of MMB. "Program Grant" - means a grant of molues from DEED to the Public Entity in the amount identified as the "Program Grant" in Recital E to this Agreement, as the amount thereof may be modified under the provisions contained herein. "Project" -means the Public Entity's acquisition, if applicable, of the ownership interests in the Real Property and, if applicable, Facility denoted in Section 2.02 along with the performance of activities denoted in Section 2.03 herein. (If the Public Entity is not using any portion of the Program Grant to acquire the o~~~nership interest denoted in Section 2.02, then this definition for Project shall not inchrde the acquisition of such DEED Greater MN Business Development Public Infrastructure Program 4 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) ownership interest, and the valve of s7zch o~~~nership if~~terest shall not be inclz~ded in Attuchnient III hereto and instead shall be inchrded in the definition for (hvnership L'alzre ujider this Section.) "Public Entity" -means the entity identified as the "Public Entity" in the lead-in paragraph of this Agreement. "Real Property" -means the real property located in the County of Sherburne, State of Minnesota, legally described in Attachment II to this Agreement. "Real Property/Facility Lease" - means a long term lease of the Real Property, the Facility, if applicable, or both by the Public Entity as lessee thereunder. This definition is only needed and only applies if the Public Entity's ownership interest in the Real Property, the Facility, if' applicable, or both is a Leasehold ij~~terest zrs~der a Lease. For all other circ~rn~stances this defif~ition is not needed ajzd sho~dd be ignored and treated as if it~~~ere Left blank, and anv reference to this term irz this A~•eement shall be ignored and treated as if the reference did not exist. "State Entity" -means the Mim7esota Department of Employment and Economic Development. "State Program" -means the program delineated in the State Program Enabling Legislation. "State Program Enabling Legislation" -means the legislation contained in the Minnesota statute(s) delineated in Recital A and all n~les related to such legislation. "Subsequent Betterment Costs" -means the costs of betterments of the Real Property and, if applicable, Facility that occur subsequent to the date of this Agreement, are not part of the Project, would qualify as a public improvement of a capital nature (as such term in used in Minn. Constitution Art. XI, §5(a) of the Miiulesota Constitution), and the cost of which has been established by way of written documentation that is acceptable to and approved, in writing, by DEED and the Commissioner of MMB. "Use Contract" - means a lease, management contract or other similar contract between the Public Entity and any other entity that involves or relates to any part of the Real Property and/or, if applicable, Facility. This definition is only needed and only applies if the Public Entity enters into an agreement ~~~ith another party zrnder ~~~hich such other party ~~~dl operate the Real Property ardor, if applicable, Facility. For all other circlmzstar~ces this definition is riot needed and sho~dd be i~zored and treated as if it~~~ere left blank, and aj~~v reference to this term in this A~reemej~~t shall be i~j~zored and treated as if the reference did not exist. "Useful Life of the Real Property and, if applicable, Facility" -means (i) 30 years for Real Property that has no struchire situated thereon or if any stnlct<ires situated thereon will be removed, and no new structures will be constructed thereon, (ii) the remaining useful life of the Facility as of the effective date of this Agreement for Facilities that are situated on the Real Property as of the date of this Agreement, that will remain on the Real DEED Greater MN Business Development Public Infrastructure Program ~ Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) Property, and that will not be bettered, or (iii) the useful life of the Facility after the completion of the constn~ction or betterments for Facilities that are to be constnlcted or bettered. Article II GRANT Section 2.01 Grant of Monies. DEED shall make and issue the Program Grant to the Public Entity, and disburse the proceeds in accordance with the provisions of this Agreement. The Program Grant is not intended to be a loan even though the portion thereof that is disbursed may need to be returned to DEED or the Commissioner of MMB under certain circumstances. Section 2.02 Public Ownership. The Public Entity acknowledges and agrees that the Program Grant is being funded with the proceeds of G.O. Bonds, and as a result thereof all of the Real Property and, if applicable, Facility must be owned by one or more public entities. Such ownership may be in the form of fee ownership, a Real Property/Facility Lease, or an easement. In order to establish that this public ownership requirement is satisfied, the Public Entity represents and warrants to DEED that it has, or will acquire, the following ownership interests in the Real Property and, if applicable, Facility, and, in addition, that it possess, or will possess, all easements necessary for the operation, maintenance and management of the Real Property and, if applicable, Facility in the manner specified in Section 2.04: (Check the appropriate box for the Real Property and, if applicable, for the Facility.) Ownership 117terest in the Real Property. © Fee simple ownership of the Reah Property. © A Real Property/Facility Lease for the Real Property that complies with the requirements contained in Section 2.06. [If the teen of the Real Property/Facility Lease is for a tet7n authorized by a Minnesota statute, rule or session law, then insert the citation at this point .] An easement for the Real Property that complies with the requirements contained in Section 2.06. [If the term of the easement is for a term authorized by a Minnesota statute, rule or session law, then insert the citation at this point Ownership Islterest in, if applicable, the Facility. Fee simple ownership of the Facility. A Real Property/Facility Lease for the Facility that complies with all of the DEED Greater MN Business Development Public Infrastructure Program 6 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) requirements contained in Section 2.06. [If the term of the Real Property/Facility Lease is for a term authorized by a Minnesota statute, rule or session law, then insert the citation at this point .] Not applicable because there is no Facility. Section 2.03 Use of Grant Proceeds. The Public Entity shall use the Program Grant solely to reimburse itself for expenditures it has already made in the performance of the following activities, and may not use the Program Grant for any other purpose. (Check all appropriate boxes.) Acquisition of fee simple title to the Real Property. Acquisition of a leasehold interest in the Real Property Acquisition of an easement for the Real Property. X^ Improvement of the Real Property. Acquisition of fee simple title to the Facility. Acquisition of a leasehold interest in the Facility. ~X Construction of the Facility. Renovation of the Facility. (Describe other or additional purposes.) Section 2.04 Operation of the Real Property and Facility. The Real Property and, if applicable, Facility must be used by the Public Entity or the Public Entity must cause such Real Property and, if applicable, Facility to be used for those purposes required by the State Program and in accordance with the information contained in the Grant Application, or for such other purposes and uses as the Minnesota legislature may from time to time designate, and for no other purposes or uses. The Public Entity may enter into Use Contracts with Counterparties for the operation of all or any portion of the Real Property and, if applicable, Facility; provided that all such Use Contracts must have been approved, in writing, by the Commissioner of M1VIB and fully comply with all of the provisions contained in Sections 3.01, 3.02 and 3.03. Section 2.05 Public Entity Representations and Warranties. The Public Entity further covenants with, and represents and warrants to DEED as follows: DEED Greater MN Business Development Public Infrastructure Program 7 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) A. It has legal authority to enter into, execute, and deliver this Agreement, the Declaration, and all documents referred to herein, and it has taken all actions necessary to its execution and delivery of such documents. B. It has legal authority to use the Program Grant for the purpose or purposes described in the State Program Enabling Legislation. C. It has legal authority to operate the State Program and the Real Property and, if applicable, Facility for the purposes required by the State Program and for the functions and activities proposed in the Grant Application. D. This Agreement, the Declaration, and all other documents referred to herein are the legal, valid and binding obligations of the Public Entity enforceable against the Public Entity in accordance with their respective terms. E. It will comply with all of the terms, conditions, provisions, covenants, requirements, and warranties in this Agreement, the Declaration, and all other documents referred to herein. F. It will comply with all of the provisions and requirements contained in and imposed by the G.O. Compliance Legislation, the Commissioner's Order, and the State Program. G. It has made no material false statement or misstatement of fact in connection with its receipt of the Program Grant, and all of the information it has submitted or will submit to DEED or Commissioner of MMB relating to the Program Grant or the disbursement of any of the Program Grant is and will be true and correct. H. It is not in violation of any provisions of its charter or of the laws of the State of Mimlesota, and there are no actions, suits, or proceedings pending, or to its la7owledge threatened, before any judicial body or governmental authority against or affecting it relating to the Real Property and, if applicable, Facility, or its ownership interest therein, and it is not in default with respect to any order, writ, injunction, decree, or demand of any court or any governmental authority which would impair its ability to enter into this Agreement, the Declaration, or any document referred to herein, or to perform any of the acts required of it in such documents. L Neither the execution and delivery of this Agreement, the Declaration, or any document referred to herein nor compliance with any of the terms, conditions, requirements, or provisions contained in any of such documents is prevented by, is a breach of, or will result in a breach of, any term, condition, or provision of any agreement or document to which it is now a party or by which it is bound. J. The contemplated use of the Real Property and, if applicable, Facility will not violate any applicable zolung or use statute, ordinance, building code, rule or regulation, or any covenant or agreement of record relating thereto. DEED Greater MN Business Development Public Infrastructure Program g Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) K. The Project will be completed in frill compliance with all applicable laws, statutes, rules, ordinances, and regL~lations issued by any federal, state, or local political subdivisions having jurisdiction over the Project. L. All applicable licenses, permits and bonds required for the performance and completion of the Project have been, or will be, obtained. M. All applicable licenses, permits and bonds required for the operation of the Real Property and, if applicable, Facility in the mamler specified in Section 2.04 have been, or will be, obtained. N. It will operate, maintain, and manage the Real Property and, if applicable, Facility or cause the Real Property and, if applicable, Facility, to be operated, maintained and managed in compliance with all applicable laws, statutes, rules, ordinances, and regulations issued by any federal, state, or local political subdivisions having jurisdiction over the Real Property and, if applicable, Facility. O. It will fully enforce the terms and conditions contained in any Use Contract. P. It has complied with the matching funds requirement, if any, contained in Section 7.23. Q. It will not, without the prior written consent of DEED and the Commissioner of NIMB, allow any voluntary lien or encumbrance or involuntary lien or encumbrance that can be satisfied by the payment of monies and which is not being actively contested to be created or exist against the Public Entity's ownership interest in the Real Property or, if applicable, Facility, or the Counterparty's interest in the Use Contract, whether such lien or encumbrance is superior or subordinate to the Declaration. Provided, however, DEED and the Commissioner of MMB will consent to any such lien or encumbrance that secures the repayment of a loan the repayment of which will not impair or burden the funds needed to operate the Real Property and, if applicable, Facility in the maiuler specified in Section 2.04, and for which the entire amount is used (i) to acquire additional real estate that is needed to so operate the Real Property and, if applicable, Facility in accordance with the requirements imposed tinder Section 2.04 and will be included in and as part of the Public Entity's ownership interest in the Real Property and, if applicable, Facility, and/or (ii) to pay for capital improvements that are needed to so operate the Real Property and, if applicable, Facility in accordance with the requirements imposed under Section 2.04. R It reasonably expects to possess the ownership interest in the Real Property and, if applicable, Facility described Section 2.02 for the entire Useful Life of the Real Property and, if applicable, Facility, and it does not expect to sell such ownership interest. S. It does not reasonably expect to receive payments under a Use Contract in excess of the amount the Public Entity needs and is authorized to use to pay the operating expenses of the portion of the Real Property and, if applicable, Facility that is the subject of the Use Contract or to pay the principal, interest, redemption premiums, and other expenses on any Approved Debt. DEED Greater MN Business Development Public Infrastructure Program 9 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) T. It will supply, or cause to be supplied, whatever funds are needed above and beyond the amount of the Program Grant to complete and frilly pay for the Project. U. The Constn~ction Items will be completed substantially in accordance with the Constnlction Contract Documents by the Completion Date, and all such items along with, if applicable, the Facility will be situated entirely on the Real Property. V. It will require the Contractor or Contractors to comply with all n~les, regulations, ordinances, and laws bearing on its performance under the Construction Contract Documents. W. It has or will promptly record a fully executed Declaration with the appropriate governmental office and deliver a copy thereof to DEED and to Minnesota Management and Budget (attention: Capital Projects Manager) that contains all of the recording information. X. It shall furnish such satisfactory evidence regarding the representations and warranties described herein as may be required and requested by either DEED or the Commissioner of M1VIB. Section 2.06 Ownership by Leasehold or Easement. This Section shall only aRply if the Public Entity's ownership interest in the Real Property, the Facility, if applicable, or both is by ~~~ay of a Real Propertv:'Facility Lease or an easement. For all other circrrnrstances this Section is r~rot r~reeded and should be ignored ar~rd treated as if it ~~~ere Ieft blank, ar~rd anX reference to this Section irr this A,greeurent shall be ignored acrd treated as if the reference did not exist. A. A Real Property/Facility Lease or easement must comply with the following provisions. 1. It must be in form and contents acceptable to the Commissioner of MMB, and specifically state that it may not be modified, restated, amended, changed in any way, or prematurely terminated or cancelled without the prior written consent and authorization by the Commissioner of MMB. 2. It must be for a term that is equal to or greater than 125% of the Useful Life of the Real Property and, if applicable, Facility, or such other period of time specifically authorized by a Minnesota statute, rule or session law. 3. Any payments to be made under it by the Public Entity, whether designated as rent or in any other manner, must be by way of a single lump sum payment that is due and payable on the date that it is first made and entered into. 4. It must not contain any requirements or obligations of the Public Entity that if not complied with could result in a termination thereof. DEED Greater MN Business Development Public Infrastructure Program 1 ~ Ver - 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) 5. It must contain a provision that provides sufficient authority to allow the Public Entity to operate the Real Property and, if applicable, Facility in accordance with the requirements imposed under Section 2.04. 6. It must not contain any provisions that would limit or impair the Public Entity's operation of the Real Property and, if applicable, Facility in accordance with the requirements imposed under Section 2.04. 7. It must contain a provision that prohibits the Lessor/Grantor from creating or allowing, without the prior written consent of DEED and the Commissioner of MMB, any voluntary lien or encumbrance or involuntary lien or encumbrance that can be satisfied by the payment of monies and which is not being actively contested against the Leased/Easement Premises or the Lessor's/Grantor's interest in the Real Property/Facility Lease or easement, whether such lien or encumbrance is superior or subordinate to the Declaration. Provided, however, DEED and the Commissioner of MMB will consent to any such lien or encumbrance if the holder of such lien or encumbrance executes and files of record a document under which such holder subordinates such lien or encumbrance to the Real Property/Facility Lease or easement and agrees that upon foreclosure of such lien or encumbrance to be bound by and comply with all of the terms, conditions and covenants contained in the Real Property/Facility Lease or easement as if such holder had been an original Lessor/Grantor under the Real Property/Facility Lease or easement. 8. It must acknowledge the existence of this Agreement and contain a provision that the terms, conditions and provisions contained in this Agreement shall control over any inconsistent or contrary terms, conditions and provisions contained in the Real Property/Facility Lease or easement. 9. It must provide that any use restrictions contained therein only apply as long as the Public Entity is the lessee under the Real Property/Facility Lease or grantee under the easement, and that such use restrictions will terminate and not apply to any successor lessee or grantee who purchases the Public Entity's ownership interest in the Real Property/Facility Lease or easement. Provided, however, it may contain a provisions that limits the constnlction of any new stnlctures on the Real Property or modifications of any existing stn~ctures on the Real Property without the written consent of Lessor/Grantor, which will apply to any such successor lessee or grantee. 10. It must allow for a transfer thereof in the event that the lessee under the Real Property/Lease or grantee under the easement makes the necessary detenilination to sell its interest therein, and allow such interest to be transferred to the purchaser of such interest. 11. It must contain a provision that prohibits and prevents the sale of the underlying fee interest in the Real Property and, if applicable, Facility without first obtaining the written consent of the Commissioner of MMB. DEED Greater MN Business Development Public Infrastructure Program I 1 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) 12 The Public Entity must be the lessee under the Real Property/Lease or grantee under the easement. B. The provisions contained in this Section are not intended to and shall not prevent the Public Entity from including additional provisions in the Real Property/Facility Lease or easement that are not inconsistent with or contrary to the requirements contained in this Section. C. The expiration of the term of a Real Property/Facility Lease or easement shall not be an event that requires the Public Entity to reimburse DEED for any portion of the Program Grant, and upon such expiration the Public Entity's ownership interest in the Real Property and, if applicable, Facility shall no longer be subject to this Agreement. D. The Public Entity shall fully and completely comply with all of the terms, conditions and provisions contained in a Real Property/Facility Lease or easement, and shall obtain and file, in the Office of the County Recorder or the Registrar of Titles, whichever is applicable, the Real Property/Facility Lease or easement or a short form or memorandum thereof. Section 2.07 Event(s) of Default. The following events shall, unless waived in writing by DEED and the Commissioner of MMB, constitute an Event of Default under this Agreement upon either DEED or the Commissioner of MMB giving the Public Entity 30 days written notice of such event and the Public Entity's failure to cure such event during such 30 day time period for those Events of Default that can be cured within 30 days or within whatever time period is needed to cure those Events of Default that cannot be cured within 30 days as long as the Public Entity is using its best efforts to cure and is mal~ing reasonable progress in curing such Events of Default, however, in no event shall the time period to cure any Event of Default exceed 6 months unless otherwise consented to, in writing, by DEED and the Commissioner of MMB. A. If any representation, covenant, or warranty made by the Public Entity in this Agreement, in any Draw Requisition, in any other document furnished pursuant to this Agreement, or in order to induce DEED to disburse any of the Program Grant, shall prove to have been untrue or incorrect in any material respect or materially misleading as of the time such representation, covenant, or warranty was made. B. If the Public Entity fails to frilly comply with any provision, term, condition, covenant, or warranty contained in this Agreement, the Declaration, or any other document referred to herein. C. If the Public Entity fails to fully comply with any provision, term, condition, covenant or warranty contained in the G.O. Compliance Legislation, the Commissioner's Order, or the State Program Enabling Legislation. D. If the Public Entity fails to complete the Project, or cause the Project to be completed, by the Completion Date. E. If the Public Entity fails to provide and expend the full amount of the matching funds, if any, required under Section 7.23 for the Project. DEED Greater MN Business Development Public Infrastructure Program IZ Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) F. If the Public Entity fails to record the Declaration and deliver copies thereof as set forth in Section 2.OS.W. Notwithstanding the foregoing, any of the above delineated events that cannot be cured shall, unless waived in writing by DEED and the Commissioner of MMB, constitute an Event of Default under this Agreement immediately upon either DEED or the Commissioner of MMB giving the Public Entity written notice of such event. Section 2.08 Remedies. Upon the occurrence of an Event of Default and at any time thereafter until such Event of Default is cured to the satisfaction of DEED, DEED or the Commissioner of MMB may enforce any or all of the following remedies. A. DEED may refrain from disbursing the Program Grant; provided, however, DEED may make such disbursements after the occurrence of an Event of Default without thereby waiving its rights and remedies hereunder. B. If the Event of Default involves a failure to comply with any of the provisions contained in herein other then the provisions contained in Sections 4.01 or 4.02, then the Commissioner of MMB, as a third party beneficiary of this Agreement, may demand that the Outstanding Balance of the Program Grant be returned to it, and upon such demand the Public Entity shall return such amount to the Commissioner of MMB. C. If the Event of Default involves a failure to comply with the provisions contained in Sections 4.01 or 4.02, then the Commissioner of MMB, as a third party beneficiary of this Agreement, may demand that the Public Entity pay the amounts that would have been paid if there had been full and complete compliance with such provisions, and upon such demand the Public Entity shall pay such amount to the Commissioner of MMB. D. Either DEED or the Commissioner of MMB, as a third party beneficiary of this Agreement, may enforce any additional remedies they may have in law or equity. The rights and remedies herein specified are cunnilative and not exclusive of any rights or remedies that DEED or the Commissioner of MMB would otherwise possess. If the Public Entity does not repay the amounts required to be paid under this Section or under any other provision contained in this Agreement within 30 days of demand by the Commissioner of MMB, or any amount ordered by a court of competent jurisdiction within 30 days of entry of judgment against the Public Entity and in favor of DEED and/or the Commissioner of MMB, then such amount may, unless precluded by law, be taken from or off- set against any aids or other monies that the Public Entity is entitled to receive from the State of Minnesota. Section 2.09 Notification of Event of Default. The Public Entity shall furnish to DEED and the Commissioner of MMB, as soon as possible and in any event within 7 days after it has obtained lalowledge of the occurrence of each Event of Default or each event which with the giving of notice or lapse of time or both would constitute an Event of Default, a statement setting DEED Greater MN Business Development Public Infrastructure Program 13 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) forth details of each Event of Default or event which with the giving of notice or upon the lapse of time or both would constitute an Event of Default and the action which the Public Entity proposes to take with respect thereto. Section 2.10 Survival of Event of Default. This Agreement shall survive any and all Events of Default and remain in full force and effect even upon the payment of any amounts due under this Agreement, and shall only terminate in accordance with the provisions contained in Section 2.12 and at the end of its term in accordance with the provisions contained in Section 2.11. Section 2.11 Term of Grant Agreement. This Agreement shall, unless earlier terminated in accordance with any of the provisions contained herein, remain in full force and effect for the time period starting on the effective date hereof and ending on the date that corresponds to the date established by adding a time period equal to 125% of Useful Life of the Real Property and, if applicable, Facility to the date on which the Real Property and, if applicable, Facility is first used for the operation of the Governmental Program after such effective date. If there are no uncured Events of Default as of such date this Agreement shall terminate and no longer be of any force or effect, and the Commissioner of MMB shall execute whatever documents are needed to release the Real Property and, if applicable, Facility from the effect of this Agreement and the Declaration. Section 2.12 Modification and/or Early Termination of Grant. If the Project is not started on or before the date that is 5 years from the effective date of this Agreement or all of the Program Grant has not been disbursed as of the date that is 4 years from the date on which the Project is started, or such later dates to which the Public Entity and DEED may agree in writing, then DEED's obligation to fund the Program Grant shall terminate. In such event, (i) if none of the Program Grant has been disbursed by such dates then DEED's obligation to fund any portion of the Program Grant shall terminate and this Agreement shall terminate and no longer be of any force or effect, and (ii) if some but not all of the Program Grant has been disbursed by such dates then DEED shall have no further obligation to provide any additional funding for the Program Grant and this Agreement shall remain in full force and effect but shall be modified and amended to reflect the amount of the Program Grant that was actually disbursed as of such date. This provision shall not, in any way, affect the Public Entity's obligation to complete the Project by the Completion Date. Tlus Agreement shall also terminate and no longer be of any force or effect upon the Public Entity's sale of its ownership interest in the Real Property and, if applicable, Facility in accordance with the provisions contained in Section 4.01 and transmittal of all or a portion of the proceeds of such sale to the Commissioner of MMB in compliance with the provisions contained in Section 4.02, or upon the termination of Public Entity's ownership interest in the Real Property and, if applicable, Facility if such ownership interest is by way of an easement or under a Real Property/Facility Lease. Upon such termination DEED shall execute, or have executed, and deliver to the Public Entity such documents as are required to release the Public Entity's ownership interest in the Real Property and, if applicable, Facility, from the effect of this Agreement and the Declaration. Section. 2.13 Excess Funds. If the full amount of the Program Grant and any matching funds referred to in Section 7.23 are not needed to complete the Project, then, uliless language in DEED Greater MN Business Development Public Infrastructure Program 14 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) the State Program Enabling Legislation indicates otherwise, the Program Grant shall be reduced by the amount not needed. Article III USE CONTRACTS This Ai title III arzd its contents is only needed and only a~~lies if the Public Entity enters into an agr•eenrent ~~~ith another patty rrnder° ~~~hich such other°~art~> >~~ill operate arty ~or•tiorr of the Real Property, and if applicable, Facility. For all other circrrnrstances this Article III and it contents is riot needed ar~d s~honJd be ignored ar~d treated as if it ~~~ere left blank, and any reference to this Article III, its contents, acrd the terra Use C'onttact in this A,Qreement shall be ignored and treated as if the references cr'id not exist. Section 3.01 General Provisions. If the Public Entity has statutory authority to enter into a Use Contract, then it may enter into Use Contracts for various portions of the Real Property and, if applicable, Facility; provided that each and every Use Contract that the Public Entity enters into must comply with the following requirements: A. The purpose for which it was entered into must be to operate the State Program in the Real Property and, if applicable, Facility. B. It must contain a provision setting forth the statutory authority under which the Public Entity is entering into such contract, and must comply with the substantive and procedural provisions of such statute. C. It must contain a provision stating that it is being entered into in order for the Counterparty to operate the State Program and must describe such program. D. It must contain a provision that will provide for oversight by the Public Entity. Such oversight may be accomplished by way of a provision that will require the Counterparty to provide to the Public Entity: (i) an initial program evaluation report for the first fiscal year that the Counterparty will operate the State Program, (ii) program budgets for each succeeding fiscal year showing that forecast program revenues and additional revenues available for the operation of the State Program (from all sources) by the Counterparty will equal or exceed expenses for such operation for each succeeding fiscal year, and (iii) a mechanism under which the Public Entity will amlually determine that the Counterparty is using the portion of the Real Property and, if applicable, Facility that is the subject of the Use Contract to operate the State Program. E. It must allow for termination by the Public Entity in the event of a default thereunder by the Counterparty, or in the event that the State Program is terminated or changed in a manner that precludes the operation of such program in the portion of the Real Property and, if applicable, Facility that is the subject of the Use Contract. F. It must terminate upon the termination of the statutory authority under which the Public Entity is operating the State Program. DEED Greater MN Business Development Public Infrastructure Program I S Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) G. It must require the Counterparty to pay all costs of operation and maintenance of that portion of the Real Property and, if applicable, Facility that is the subject of the Use Contract, unless the Public Entity is authorized by law to pay such costs and agrees to pay such costs. H. If the Public Entity pays monies to a Counterparty under a Use Contract, such Use Contract must meet the requirements of Rev. Proc. 97-13, 1997-1 CB 632, so that such Use Contract does not result in "private business use" under Section 141(b) of the Code. L It must be approved, in writing, by the Commissioner of MMB, and any Use Contract that is not approved, in writing, by the Commissioner of MMB shall be null and void and of no force or effect. J. It must contain a provision requiring that each and every party thereto shall, upon direction by the Commissioner of MMB, take such actions and furnish such documents to the Commissioner of MMB as the Commissioner of MMB determines to be necessary to ensure that the interest to be paid on the G.O. Bonds is exempt from federal income taxation. K. It must contain a provision that prohibits the Counterparty from creating or allowing, without the prior written consent of DEED and the Commissioner of M1VIB, any voluntary lien or encumbrance or involuntary lien or encumbrance that can be satisfied by the payment of monies and which is not being actively contested against the Real Property or, if applicable, Facility, the Public Entity's ownership interest in the Real Property or, if applicable, Facility, or the Counterparty's interest in the Use Contract, whether such lien or encumbrance is superior or subordinate to the Declaration. Provided, however, DEED and the Commissioner of MMB will consent, in writing, to any such lien or encumbrance that secures the repayment of a loan the repayment of which will not impair or burden the funds needed to operate the portion of the Real Property and, if applicable, Facility that is the subject of the Use Contract in the manner specified in Section 2.04 and for which the entire amount is used (i) to acquire additional real estate that is needed to so operate the Real Property and, if applicable, Facility in accordance with the requirements imposed under Section 2.04 and will be included in and as part of the Public Entity's ownership interest in the Real Property and, if applicable, Facility, and/or (ii) to pay for capital improvements that are needed to so operate the Real Property and, if applicable, Facility in accordance with the requirements imposed under Section 2.04. L. If the amount of the Program Grant exceeds $200,000.00, then it must contain a provision requiring the Counterparty to list any vacant or new positions it may have with state workforce centers as required by Minn. Stat. § 116L.66, as it may be amended, modified or replaced from time to time, for the term of the Use Contract. M. It must contain a provision that clearly states that the Public Entity is not required to renew the Use Agreement beyond the original term thereof and that the Public Entity may, at its sole option and discretion, allow the Use Agreement to expire at the end of its original term and thereafter directly operate the governmental program in the Real Property and, if applicable, Facility or contract with some other entity to operate the governmental program in the Real Property and, if applicable, Facility. DEED Greater MN Business Development Public Infrastructure Program I6 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) Section 3.02 Initial Term and Renewal. The initial term for a Use Contract may not exceed the lesser of (i) 50% of the Useful Life of the Real Property and, if applicable, Facility for the portion of the Real Property and, if applicable, Facility that is the subject of the Use Contract, or (ii) the shortest term of the Public Entity's ownership interest in the Real Property and, if applicable, Facility. A Use Contract may allow for renewals beyond its initial term on the conditions that (i) the tend of any renewal may not exceed the itutial term, (ii) the Public Entity must make a determination that renewal will continue to carry out the State Program and that the Counterparty is suited and able to perform the functions contained in Use Contract that is to be renewed, (iii) the Use Contract may not include any provisions that would require, either directly or indirectly, the Public Entity to either make the determination referred to in this Section or to renew the Use Contract with the Counterparty after the expiration of the ilutial term or any renewal term, and (iv) no such renewal may occur prior to the date that is 6 months prior to the date on which the Use Contract is scheduled to terminate. Provided, however, notwithstanding anything to the contrary contained herein the Public Entity's voluntary agreement to reimburse the Counterparty for any investment that the Counterparty provided for the acquisition or betterment of the Real Property and, if applicable, Facility that is the subject of the Use Contract if the Public Entity does not renew a Use Contract if requested by the Counterparty is not deemed to be a provision that directly or indirectly requires the Public Entity to renew such Use Contract. Section 3.03 Reimbursement of Counterparty. A Use Contract may but need not contain, at the sole option and discretion of the Public Entity, a provision that requires the Public Entity to reimburse the Counterparty for any investment that the Counterparty provided for the acquisition or betterment of the Real Property and, if applicable, Facility that is the subject of the Use Contract if the Public Entity does not renew a Use Contract if requested by the Counterparty. If agreed to by the Public Entity, such reimbursement shall be on terms and conditions agreed to by the Public Entity and the Counterparty. Section 3.04 Receipt of Monies Under a Use Contract. The Public Entity does not anticipate the receipt of any fiords under a Use Contract; provided, however, if the Public Entity does receive any monies under a Use Contract in excess of the amount the Public Entity needs and is authorized to use to pay the operating expenses of the portion of the Real Property and, if applicable, Facility that is the subject of a Use Contract, and to pay the principal, interest, redemption premiums, and other expenses on Approved Debt, then a portion of such excess motues must be paid by the Public Entity to the Conmmissioner of MMB. The portion of such excess monies that the Public Entity must and shall pay to the Commissioner of MMB shall be determined by the Commissioner of MMB, and absent circumstances which would indicate otherwise such portion shall be determined by multiplying such excess molues by a fraction the numerator of which is the Program Grant and the denominator of which is sum of the Program Grant and the Approved Debt. DEED Greater MN Business Development Public Infrastructure Program 17 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) Article IV SALE Section 4.01 Sale. The Public Entity shall not sell any part of its ownership interest in the Real Property and, if applicable, Facility unless all of the following provisions have been complied with fully. A. The Public Entity determines, by official action, that the such ownership interest is no longer usable or needed for the operation of the State Program, which such determination may be based on a determination that the portion of the Real Property or, if applicable, Facility to which such ownership interest applies is no longer suitable or financially feasible for such purpose. B. The sale is made as authorized by law. C. The sale is for Fair Market Value. D. The written consent of the Commissioner of MMB has been obtained. The acquisition of the Public Entity's ownership interest in the Real Property and, if applicable, Facility at a foreclosure sale, by acceptance of a deed-in-lieu of foreclosure, or enforcement of a security interest in personal property used in the operation thereof, by a lender that has provided monies for the acquisition of the Public Entity's ownership interest in or betterment of the Real Property and, if applicable, Facility shall not be considered a sale for the purposes of this Agreement if after such acquisition the lender operates such potion of the Real Property and, if applicable, Facility in a mamler which is not inconsistent with the requirements imposed under Section 2.04 and the lender uses its best efforts to sell such acquired interest to a third party for Fair Market Value. The lender's ultimate sale or disposition of the acquired interest in the Real Property and, if applicable, Facility shall be deemed to be a sale for the purposes of this Agreement, and the proceeds thereof shall be disbursed in accordance with the provisions contained in Section 4.02. The Public Entity may participate in any public auction of its ownership interest in the Real Property and, if applicable, Facility and bid thereon; provided that the Public Entity agrees that if it is the successful purchaser it will not use any part of the Real Property or, if applicable, Facility for the State Program. Section 4.02 Proceeds of Sale. Upon the sale of the Public Entity's ownership interest in the Real Property and, if applicable, Facility the proceeds thereof after the deduction of all costs directly associated and incurred in conjunction with such sale and such other costs that are approved, in writing by the Commmissioner of MMB, but not including the repayment of any debt associated with the Public Entity's ownership interest in the Real Property and, if applicable, Facility, shall be disbursed in the following manner and order. A. The first distribution shall be to the Commissioner of MMB in an amount equal to the Outstanding Balance of the Program Grant, and if the amount of such net proceeds shall be less than the amount of the Outstanding Balance of the Program Grant then all of such net proceeds shall be distributed to the Commissioner of MMB. DEED Greater MN Business Development Public Infrastructure Program 1 g Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) B. The remaining portion, after the distribution specified in Section 4.02.A, shall be distributed to (i) pay in full any outstanding Approved Debt, (ii) reimburse the Public Entity for its Ownership Value, and (iii) to pay interested public and private entities, other than any such entity that has already received the full amount of its contribution (such as DEED under Section 4.02.A and the holders of Approved Debt paid under this Section 4.02.B), the amount of money that such entity contributed to the Initial Acquisition and Betterment Costs and the Subsequent Betterment Costs. If such remainng portion is not sufficient to reimburse interested public and private entities for the full amount that such entities contributed to the acquisition or betterment of the Real Property and, if applicable, Facility, then the amount available shall be distributed as such entities may agree in writing, and if such entities cannot agree by an appropriately issued court order. C. The remainng portion, after the distributions specified in Sections 4.02.A and B, shall be divided and distributed to DEED, the Public Entity, and any other public and private entity that contributed funds to the hiitial Acquisition and Betterment Costs and the Subsequent Betterment Costs, other than lenders who supplied any of such funds, in proportion to the contributions that DEED, the Public Entity, and such other public and private entities made to the acquisition and betterment of the Real Property and, if applicable, Facility as such amounts are part of the Ownership Value, hiitial Acquisition and Betterment Costs, and Subsequent Betterment Costs. The distribution to DEED shall be made to the Commissioner of NIMB, and the Public Entity may direct its distribution to be made to any other entity including, but not limited tq a Counterparty. All amounts to be disbursed under this Section 4.02 must be consented tq in writing, by the Commissioner of M1VIB, and no such disbursements shall be made without such consent. The Public Entity shall not be required to pay or reimburse DEED or the Commissioner of MMB for any funds above and beyond the full net proceeds of such sale, even if such net proceeds are less than the amount of the Outstanding Balance of the Program Grant. Article V COMPLIANCE WITH G.O. COMPLIANCE LEGISLATION AND THE COMMISSIONER'S ORDER Section 5.01 State Bond Financed Property. The Public Entity and DEED acknowledge and agree that the Public Entity's ownership interest in the Real Property and, if applicable, Facility is, or when acquired by the Public Entity will be, "state bond financed property", as such term is used in the G.O. Compliance Legislation and the Commissioner's Order, and, therefore, the provisions contained in such statute and order apply, or will apply, to the Public Entity's ownership interest in the Real Property and, if applicable, Facility and any Use Contracts relating thereto. Section 5.02 Preservation of Tax Exempt Status. lil order to preserve the tax-exempt status of the G.O. Bonds, the Public Entity agrees as follows: DEED Greater MN Business Development Public Infrastructure Program I9 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) A It will not use the Real Property or, if applicable, Facility, or use or invest the Program Grant or any other sums treated as "bond proceeds" under Section 148 of the Code including "investment proceeds," "invested sinking funds," and "replacement proceeds," in such a manner as to cause the G.O. Bonds to be classified as "arbitrage bonds" under Section 148 of the Code. B. It will deposit into and hold all of the Program Grant that it receives under this Agreement in a segregated non-interest bearing account until such funds are used for payments for the Project in accordance with the provisions contained herein. C. It will, upon written request, provide the Commissioner of M1VIB all information required to satisfy the informational requirements set forth in the Code including, but not limited to, Sections 103 and 148 thereof, with respect to the GO Bonds. D. It will, upon the occurrence of any act or omission by the Public Entity or any Counterparty that could cause the interest on the GO Bonds to no longer be tax exempt and upon direction from the Commissioner of MMB, take such actions and furnish such documents as the Commissioner of MMB determines to be necessary to ensure that the interest to be paid on the G.O. Bonds is exempt from federal taxation, which such action may include either: (i) compliance with proceedings intended to classify the G.O. Bonds as a "qualified bond" within the meaning of Section 141(e) of the Code, (ii) changing the nature or terms of the Use Contract so that it complies with Revenue Procedure 97-13, 1997-1 CB 632, or (iii) changing the nature of the use of the Real Property or, if applicable, Facility so that none of the net proceeds of the G.O. Bonds will be used, directly or indirectly, in an "unrelated trade or business" or for any "private business use" (within the meaning of Sections 141(b) and 145(a) of the Code), or (iv) compliance with other Code provisions, regulations, or revenue procedures which amend or supersede the foregoing. E. It will not otherwise use any of the Program Grant, including earnings thereon, if any, or take or permit to or cause to be taken any action that would adversely affect the exemption from federal income taxation of the interest on the G.O. Bonds, nor otherwise omit, take, or cause to be taken any action necessary to maintain such tax exempt status, and if it should take, permit, omit to take, or cause to be taken, as appropriate, any such action, it shall take all lawful actions necessary to rescind or correct such actions or omissions promptly upon having lalowledge thereof. Section 5.03 Changes to G.O. Compliance Legislation or the Commissioner's Order. In the event that the G.O. Compliance Legislation or the Commissioner's Order is amended in a manner that reduces any requirement imposed against the Public Entity, or if the Public Entity's ownership interest in the Real Property or, if applicable, Facility is exempt from the G.O. Compliance Legislation and the Commissioner's Order, then upon written request by the Public Entity DEED shall enter into and execute an amendment to this Agreement to implement herein such amendment to or exempt the Public Entity's ownership interest in the Real Property and, if applicable, Facility from the G.O. Compliance Legislation or the Commissioner's Order. DEED Greater MN Business Development Public Infrastructure Program 2~ Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) Article VI DISBURSEMENT OF GRANT PROCEEDS Section 6.01 Draw Requisitions. Whenever the Public Entity desires a disbursement of a portion of the Program Grant, the Public Entity shall submit to DEED a Draw Requisition duly executed on behalf of the Public Entity or its designee. Each Draw Requisition with respect to construction items shall be limited to 50 percent of amounts equal to: (i) the total value of the classes of the work by percentage of completion as approved by the Public Entity and DEED, plus (ii) the value of materials and equipment not incorporated in the Project but delivered and suitably stored on or off the Real Property in a manner acceptable to DEED, less (iii) any applicable retainage. Notwithstanding anything herein to the contrary, no payments for materials stored on or off the Real Property will be made by DEED unless the Public Entity shall advise DEED, in writing, of its intention to so store materials prior to their delivery and DEED has not objected thereto. At the time of submission of each Draw Requisition, other than the final Draw Requisition, the Public Entity shall submit to DEED such supporting evidence as may be requested by DEED to substantiate all payments which are to be made out of the relevant Draw Requisition or to substantiate all payments then made with respect to the Project. At the time of submission of the final Draw Requisition which shall not be submitted before completion of the Project, including all landscape requirements and off-site utilities and streets needed for access to the Real Property and, if applicable, Facility and correction of material defects in worlananslup or materials (other than the completion of punch list items) as provided in the Construction Contract Documents, the Public Entity shall submit to DEED: (i) such supporting evidence as may be requested by DEED to substantiate all payments which are to be made out of the final Draw Requisition or to substantiate all payments then made with respect to the Project, and (ii) satisfactory evidence that all work requiring inspection by mulucipal or other governmental authorities having jurisdiction has been duly inspected and approved by such authorities, and that all requisite certificates of occupancy and other approvals have been issued. If on the date a payment is desired the Public Entity has complied with all requirements of this Agreement and DEED approves the relevant Draw Requisition and receives a current construction report from the li7specting Engineer recommending payment, then DEED shall disburse the amount of the requested payment to the Public Entity. Section 6.02 Additional Funds. If DEED shall at any time in good faith determine that the sum of the undisbursed amount of the Program Grant plus the amount of all other funds committed to the Project is less than the amount required to pay all costs and expenses of any kind which reasonably may be anticipated in com7ection with the Project, then DEED may send written notice thereof to the Public Entity specifying the amount which must be supplied in order to provide sufficient funds to complete the Project. The Public Entity agrees that it will, within 10 calendar days of receipt of any such notice, supply or have some other entity supply the amount of funds specified in DEED's notice. DEED Greater MN Business Development Public Infrastructure Program 21 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) Section 6.03 Condition Precedent to Any Payment. The obligation of DEED to make any payment hereunder (including the initial payment) shall be subject to the following conditions precedent: A. DEED shall have received a Draw Requisition for such payment specifying the amount of funds being requested, which such amount when added to all prior requests for an payment shall not exceed the amount of the Program Grant delineated in Section 1.01. B. DEED shall have received a duly executed Declaration that has been duly recorded in the appropriate governmental office, with all of the recording information displayed thereon, or evidence that such Declaration will promptly be recorded and delivered to DEED. C. DEED shall have received evidence, in form and substance acceptable to DEED, that (i) the Public Entity has legal authority to and has taken all actions necessary to enter into this Agreement and the Declaration, and (ii) this Agreement and the Declaration are binding on and enforceable against the Public Entity. D. DEED shall have received evidence, in form and substance acceptable to DEED, that the Public Entity has sufficient funds to fully and completely pay for the Project and all other expenses that may occur in conjunction therewith. E. DEED shall have received evidence, in form and substance acceptable to DEED, that the Public Entity is in compliance with the matching funds requirements, if any, contained in Section 7.23. F. DEED shall have received evidence, in form and substance acceptable to DEED, showing that the Public Entity possesses the ownership interest delineated in Section 2.02. G. DEED shall have received evidence, in form and substance acceptable to DEED, that the Real Property and, if applicable, Facility, and the contemplated use thereof are permitted by and will comply with all applicable use or other restrictions and requirements imposed by applicable zoning ordinances or regulations, and, if required by law, have been duly approved by the applicable municipal or goverlunental authorities having jurisdiction thereover. H. DEED shall have received evidence, in form and substance acceptable to DEED, that that all applicable and required building permits, other permits, bonds and licenses necessary for the Project have been paid for, issued, and obtained, other than those permits, bonds and licenses which may not lawfully be obtained until a future date or those permits, bonds and licenses which in the ordinary course of business would normally not be obtained until a later date. L DEED shall have received evidence, in form and substance acceptable to DEED, that that all applicable and required permits, bonds and licenses necessary for the operation of the Real Property and, if applicable, Facility in the manner specified in Section 2.04 have been paid for, issued, and obtained, other than those permits, bonds and DEED Greater MN Business Development Public Infrastructure Program 22 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) licenses which may not lawfully be obtained until a future date or those permits, bonds and licenses which in the ordinary course of business would normally not be obtained until a later date. J. DEED shall have received evidence, in form and substance acceptable to DEED, that the Project will be completed in a manner that will allow the Real Property and, if applicable, Facility to be operated in the manner specified in Section 2.04. K. DEED shall have received evidence, in form and substance acceptable to DEED, that the Public Entity has the ability and a plan to fund the operation of the Real Property and, if applicable, Facility in the manner specified in Section 2.04. L. DEED shall have received evidence, in form and substance acceptable to DEED, that the insurance requirements under Section 7.01 have been satisfied. M. DEED shall have received evidence, in form and substance acceptable to DEED, of compliance with the provisions and requirements specified in Section 7.10 and all additional applicable provisions and requirements, if any, contained in Minn. Stat. § 16B.335, as it may be amended, modified or replaced from time to time. Such evidence shall include, but not be limited tq evidence that: (i) the predesign package referred to in Section 7.10.B has, if required, been reviewed by and received a favorable recommendation from the Commissioner of Administration for the State of Minnesota, (ii) the program plan and cost estimates referred to in Section 7.10.C have, if required, received a recommendation by the Chairs of the Mim7esota State Senate Finance Committee and Minnesota House of Representatives Ways and Means Committee, and (iii) the Chair of the Minnesota House of Representatives Capital klvestment Committee has, if required, been notified pursuant to Section 7.10.G. N. No Event of Default under this Agreement or event which would constitute an Event of Default but for the requirement that notice be given or that a period of grace or time elapse shall have occurred and be continuing. O. DEED shall have received evidence, in form and substance acceptable to DEED, that the Contractor will complete the Construction Items substantially in conformance with the Construction Contract Documents and pay all amounts lawfully owing to all laborers and materialmen who worked on the Constriction Items or supplied materials therefore, other than amounts being contested in good faith. Such evidence may be in the form of payment and performance bonds in amounts equal to or greater than the amount of the fixed price or guaranteed maximum price contained in the Constnlction Contract Documents that name DEED and the Public Entity dual obligees thereunder, or such other evidence as may be acceptable to the Public Entity and DEED. P. No determination shall have been made by DEED that the amount of fiords committed to the Project is less than the amount required to pay all costs and expenses of any kind that may reasonably be anticipated in connection with the Project, or if such a detenilination has been made and notice thereof sent to the Public Entity under Section 6.03, then the Public Entity has supplied, or has caused some other entity to supply, the DEED Greater MN Business Development Public Infrastructure Program 23 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) necessary funds in accordance with such section or has provided evidence acceptable to DEED that sufficient funds are available. Q. The Public Entity has supplied to DEED all other items that DEED may reasonably require. Section 6.04 Construction Inspections. The Public Entity shall be responsible for malting their own inspections and observations of the Construction Items, and shall determine to their own satisfaction that the work done or materials supplied by the Contractors to whom payment is to be made in accordance with the Construction Contract Documents. If any work done or materials supplied by a Contractor are not satisfactory to the Public Entity or if a Contractor is not in material compliance with the Constnlction Contract Documents in any respect, then the Public Entity shall immediately notify DEED, in writing. DEED and the knspecting Engineer, if any, may conduct such inspections of the Constnlction Items as either may deem necessary for the protection of DEED's interest, and that any inspections which may be made of the Project by DEED or the Inspecting Engineer, if any, are made and all certificates issued by the hispecting Engineer, if any, will be issued solely for the benefit and protection of DEED, and the Public Entity will not rely thereon. Article VII MISCELLANEOUS Section 7.01 Insurance. The Public Entity shall, upon acquisition of the ownership interest delineated in Section 2.02, insure the Facility, if such exists, in an amount equal to the full insurable value thereof (i) by self insuring under a program of self insurance legally adopted, maintained and adequately funded by the Public Entity, or (ii) by way of builders risk insurance and fire and extended coverage insurance with a deductible in an amount acceptable to DEED under which DEED and the Public Entity are named as loss payees. If damages which are covered by such required insurance occur, then the Public Entity shall, at its sole option and discretion, either. (y) use or cause the insurance proceeds to be used to fully or partially repair such damage and to provide or cause to be provided whatever additional funds that may be needed to fully or partially repair such damage, or (z) sell its ownership interest in the damaged Facility and portion of the Real Property associated therewith in accordance with the provisions contained in Section 4.01. If the Public Entity elects to only partially repair such damage, then the portion of the insurance proceeds not used for such repair shall be applied in accordance with the provisions contained in Section 4.02 as if the Public Entity's ownership interest in the Real Property and Facility had been sold, and such amounts shall be credited against the amounts due and owing under Section 4.02 upon the ultimate sale of the Public Entity's ownership interest in the Real Property and Facility. If the Public Entity elects to sell its ownership interest in the damaged Facility and portion of the Real Property associated therewith, then such sale must occur within a reasonable time period from the date the damage occurred and the cumulative stun of the insurance proceeds plus the proceeds of such sale must be applied in accordance with the provisions contained in Section 4.02, with the insurance proceeds being so applied within a reasonable time period from the date they are received by the Public Entity. DEED Greater MN Business Development Public Infrastructure Program 24 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) DEED agrees to and will assign or pay over to the Public Entity all insurance proceeds it receives so that the Public Entity can comply with the requirements that this Section imposes thereon as to the use of such insurance proceeds. If the Public Entity elects to maintain general comprehensive liability insurance regarding the Real Property and, if applicable, Facility, then the Public Entity shall have DEED as an additional named insured therein. The Public Entity may require a Counterparty to provide and maintain any or all of the insurance required under this Section; provided that the Public Entity continues to be responsible for the providing of such insurance in the event that the Counterparty fails to provide or maintain such insurance. At the written request of either DEED or the Commissioner of MMB, the Public Entity shall promptly fi~riush to the requesting entity all written notices and all paid premium receipts received by the Public Entity regarding the required insurance, or certificates of insurance evidencing the existence of such required insurance. If the Public Entity fails to provide and maintain the insurance required under this Section, then DEED may, at its sole option and discretion, obtain and maintain insurance of an equivalent nature and any funds expended by DEED to obtain or maintain such insurance shall be due and payable on demand by DEED and bear interest from the date of advancement by DEED at a rate equal to the lesser of the maximum interest rate allowed by law or 18% per annum based upon a 365 day year. Provided, however, nothing contained herein, including but not limited to this Section, shall require DEED to obtain or maintain such insurance, and DEED's decision to not obtain or maintain such insurance shall not lessen the Public Entity's duty to obtain and maintain such insurance. Section 7.02 Condemnation. If after the Public Entity has acquired the ownership interest delineated in Section 2.02 all or any portion of the Real Property and, if applicable, Facility is condemned to an extent that the Public Entity can no longer comply with the provisions contained in Section 2.04, then the Public Entity shall, at its sole option and discretion, either. (i) use or cause the condemnation proceeds to be used to acquire an interest in additional real property needed for the Public Entity to continue to comply with the provisions contained in Section 2.04 and, if applicable, to fully or partially restore the Facility and to provide or cause to be provided whatever additional funds that may be needed for such purposes, or (ii) sell the remaining portion of its ownership interest in the Real Property and, if applicable, Facility in accordance with the provisions contained in Section 4.01. Any condemnation proceeds which are not used to acquire an interest in additional real property or to restore, if applicable, the Facility shall be applied in accordance with the provisions contained in Section 4.02 as if the Public Entity's ownership interest in the Real Property and, if applicable, Facility had been sold, and such amounts shall be credited against the amounts due and owing under Section 4.02 upon the ultimate sale of the Public Entity's ownership interest in the remaining Real Property and, if applicable, Facility. If the Public Entity elects to sell its ownership interest in the portion of the Real Property and, if applicable, Facility that remains after the condemnation, then such sale must occur within a reasonable time period from the date the condemnation occurred and the cumulative sum of the condemnation proceeds plus the proceeds of such sale must be applied in accordance with the provisions contained in Section 4.02, with DEED Greater MN Business Development Public Infrastructure Program 25 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) the condemnation proceeds being so applied within a reasonable time period from the date they are received by the Public Entity. As recipient of any of condemnation awards or proceeds referred to herein, DEED agrees to and will disclaim, assign or pay over to the Public Entity all of such condemnation awards or proceeds it receives so that the Public Entity can comply with the requirements that this Section imposes upon the Public Entity as to the use of such condemnation awards or proceeds. Section 7.03 Use, Maintenance, Repair and Alterations. The Public Entity shall (i) keep the Real Property and, if applicable, Facility, in good condition and repair, subject to reasonable and ordinary wear and tear, (ii) complete promptly and in good and worlallanlike manner any building or other improvement which may be constnlcted on the Real Property and promptly restore in like manner any portion of the Facility, if applicable, which may be damaged or destroyed thereon and pay when due all claims for labor performed and materials furnished therefore, (iii) comply with all laws, ordinances, regulations, requirements, covenants, conditions and restrictions now or hereafter affecting the Real Property or, if applicable, Facility, or any part thereof, or requiring any alterations or improvements thereto, (iv) keep and maintain abutting grounds, sidewalks, roads, parlang and landscape areas in good and neat order and repair, (v) comply with the provisions of any Real Property/Facility Lease if the Public Entity's ownership interest in the Real Property and, if applicable, Facility, is a leasehold interest, (vi) comply with the provisions of any easement if its ownership interest in the Real Property and, if applicable, Facility is by way of such easement, and (vii) comply with the provisions of any condominium documents and any applicable reciprocal easement or operating agreements if the Real Property and, if applicable, Facility, is part of a condominium regime or is subject to a reciprocal easement or use agreement. The Public Entity shall not, without the written consent of DEED and the Commissioner of MMB, (a) permit or suffer the use of any of the Real Property or, if applicable, Facility, for any purpose other than the purposes specified in Section 2.04, (b) remove, demolish or substantially alter any of the Real Property or, if applicable, Facility, except such alterations as may be required by laws, ordinances or regulations or such other alterations as may improve such Real Property or, if applicable, Facility by increasing the value thereof or improving its ability to be used to operate the State Program thereon or therein, (c) do any act or thing which would unduly impair or depreciate the value of the Real Property or, if applicable, Facility, (d) abandon the Real Property or, if applicable, Facility, (e) commit or permit any waste or deterioration of the Real Property or, if applicable, Facility, (f) remove any fixtures or personal property from the Real Property or, if applicable, Facility, that was paid for with the proceeds of the Program Grant unless the same are immediately replaced with like property of at least equal value and utility, or (g) commit, suffer or permit any act to be done in or upon the Real Property or, if applicable, Facility, in violation of any law, ordinance or regulation. If the Public Entity fails to maintain the Real Property and, if applicable, Facility in accordance with the provisions contained in this Section, then DEED may perform whatever acts and expend whatever funds that are necessary to so maintain the Real Property and, if applicable, Facility and the Public Entity irrevocably authorizes and empowers DEED to enter upon the Real Property and, if applicable, Facility, to perform such acts as may to necessary to so maintain the Real Property and, if applicable, Facility. Any actions taken or funds expended by DEED hereunder shall be at its sole option and discretion, and nothing contained herein, including but DEED Greater MN Business Development Public Infrastructure Program 26 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) not limited to this Section, shall require DEED to take any action, incur any expense, or expend any funds, and DEED shall not be responsible for or liable to the Public Entity or any other entity for any such acts that are undertaken and performed in good faith and not in a negligent manner. Any funds expended by DEED to perform such acts as may to necessary to so maintain the Real Property and, if applicable, Facility shall be due and payable on demand by DEED and bear interest from the date of advancement by DEED at a rate equal to the lesser of the maximum interest rate allowed by law or 18% per annum based upon a 365 day year. Section 7.04 Records Keeping and Reporting. The Public Entity shall maintain or cause to be maintained books, records, documents and other evidence pertaining to the costs or expenses associated with the Project and operation of the Real Property and, if applicable, Facility needed to comply with the requirements contained in this Agreement, the G.O. Compliance Legislation, the Commissioner's Order, and the State Program Enabling Legislation, and upon request shall allow or cause the entity which is maintaining such items to allow DEED, auditors for DEED, the Legislative Auditor for the State of Mimlesota, or the State Auditor for the State of Minnesota, to inspect, audit, copy, or abstract, all of such items. The Public Entity shall use or cause the entity which is maintaining such items to use generally accepted accounting principles in the maintenance of such items, and shall retain or cause to be retained (i) all of such items that relate to the Project for a period of 6 years from the date that the Project is fully completed and placed into operation, and (ii) all of such items that relate to the operation of the Real Property and, if applicable, Facility for a period of 6 years from the date such operation is initiated. Section 7.05 Inspections by State Entity. Upon reasonable request by DEED and without interfering with the normal use of the Real Property and, if applicable, Facility, the Public Entity shall allow, and will require any entity to whom it leases, subleases, or enters into a Use Contract for any portion of the Real Property and, if applicable, Facility to allow DEED to inspect the Real Property and, if applicable, Facility. Section 7.06 Data Practices. The Public Entity agrees with respect to any data that it possesses regarding the Program Grant, the Project, or the operation of the Real Property and, if applicable, Facility, to comply with all of the provisions and restrictions contained in the Minnesota Government Data Practices Act contained in Chapter 13 of the Minnesota Statutes that exists as of the date of this Agreement and as such may subsequently be amended, modified or replaced from time to time. Section 7.07 Non-Discrimination. The Public Entity agrees to not engage in discriminatory employment practices regarding the Project, or operation or management of the Real Property and, if applicable, Facility, and it shall, with respect to such activities, fully comply with all of the provisions contained in Chapters 363A and 181 of the Minnesota Statutes that exist as of the date of this Agreement and as such may subsequently be amended, modified or replaced from time to time. Section 7.08 Worker's Compensation. The Public Entity agrees to comply with all of the provisions relating to worker's compensation contained in Minn. Stat. §§ 176.181 subd. 2 and 176.182, as they may be amended, modified or replaced from time to time, with respect to the Project and the operation or management of the Real Property and, if applicable, Facility. DEED Greater MN Business Development Public Infrastructure Program 27 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) Section 7.09 Antitrust Claims. The Public Entity hereby assigns to DEED and the Commissioner of MMB all claims it may have for over charges as to goods or services provided with respect to the Project, and operation or management of the Real Property and, if applicable, Facility that arise under the antitnlst laws of the State of Minnesota or of the United States of America. Section 7.10 Review of Plans and Cost Estimates. The Public Entity agrees to comply with all applicable provisions and requirements, if any, contained in Minn. Stat. § 16B.335, as it may be amended, modified or replaced from time to time, for the Project, and in accordance therewith the Public Entity agrees to comply with the following provisions and requirements if such provisions and requirements are applicable. A. The Public Entity shall provide all information that DEED may request in order for DEED to determine that the Project will comply with the provisions and requirements contained in Mimi. Stat. § 16B.335, as it may be amended, modified or replaced from time to time. B. Prior to its proceeding with design activities for the Project the Public Entity shall prepare a predesign package and submit it to the Commissioner of Administration for the State of Mimlesota for review and comment. The predesign package must be sufficient to define the purpose, scope, cost, and projected schedule for the Project, and must demonstrate that the Project has been analyzed according to appropriate space and needs standards. Any substantial changes to such predesign package must be submitted to the Commissioner of Administration for the State of Minnesota for review and comment. C. If the Project includes the consts-uction of a new building, substantial addition to an existing building, a substantial change to the interior configuration of an existing building, or the acquisition of an interest in land, then the Public Entity shall not prepare final plans and specifications until it has prepared a program plan and cost estimates for all elements necessary to complete the Project and presented them to the Chairs of the Mimlesota State Senate Finance Committee and Minnesota House of Representatives Ways and Means Committee and the chairs have made their recommendations, and it has notified the Chair of the Minnesota House of Representatives Capital Investment Committee. The program plan and cost estimates must note any significant changes in the work to be performed on the Project, or in its costs, which have arisen since the appropriation from the legislature for the Project was enacted or which differ from any previous predesign submittal. D. The Public Entity must notify the Chairs of the Minnesota State Senate Finance Committee, the Minnesota House of Representatives Capital 117vestment Committee and the Mimlesota House of Representatives Ways and Mea11s Committee of any significant changes to the program plan and cost estimates referred to in Section 7.10.0. E. The program plan and cost estimates referred to in Section 7.10.C must ensure that the Project will comply with all applicable energy conservation standards contained in law, including Miml. Stat. §§ 2160.19 to 216020, as they may be amended, modified or replaced from time to time, and all rules adopted thereunder. DEED Greater MN Business Development Public Infrastructure Program 2g Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) F. If any of the Program Grant is to be used for the construction or remodeling of the Facility, then both the predesign package referred to in Section 7.10.B and the program plan and cost estimates referred to in Section 7.10.0 must include provisions for cost- effective information technology investments that will enable the occupant of the Facility to reduce its need for office space, provide more of its services electronically, and decentralize its operations. G. If the Project does not involve the construction of a new building, substantial addition to an existing building, substantial change to the interior configuration of an existing building, or the acquisition of an interest in land, then prior to beginning work on the Project the Public Entity shall just notify the Chairs of the Minnesota State Senate Finance Committee, the Minnesota House of Representatives Capital Investment Committee and the Minnesota House of Representatives Ways and Means Committee that the work to be performed is ready to begin. H. The Project must be: (i) substantially completed in accordance with the program plan and cost estimates referred to in Section 7.10.C, (ii) completed in accordance with the time schedule contained in the program plan referred to in Section 7.10.C, and (iii) completed within the budgets contained in the cost estimates referred to in Section 7.10.C. Provided, however, the provisions and requirements contained in this Section only apply to public lands or buildings or other public improvements of a capital nature, and shall not apply to the demolition or decommissioning of state assets, hazardous material projects, utility infrastructure projects, enviromnental testing, parl~ing lots, exterior lighting, fencing, highway rest areas, truck stations, storage facilities not consisting primarily of offices or heated work areas, roads, bridges, rails, pathways, campgrounds, athletic fields, dams, floodwater retention systems, water access sites, harbors, sewer separation projects, water and wastewater facilities, port development projects for which the Commissioner of Transportation for the State of Minnesota has entered into an assistance agreement under Mitul. Stat. § 457A.04, as it may be amended, modified or replaced from time to time, ice arenas, local government projects with a construction cost of less than $1,500,000.00, or any other capital project with a construction cost of less than $750,000.00. Section 7.11 Prevailing Wages. The Public Entity agrees to comply with all of the applicable provisions contained in Chapter 177 of the Minnesota Statutes, and specifically those provisions contained in MiIU1. Stat. §§ 177.41 through 177.435, as they may be amended, modified or replaced from time to time with respect to the Project and the operation of the State Program on or in the Real Property and, if applicable, Facility. By agreeing to this provision, the Public Entity is not aclc~7owledging or agreeing that the cited provisions apply to the Project or the operation of the State Program on or in the Real Property and, if applicable, Facility. Section 7.12 Liability. The Public Entity and DEED agree that they will, subject to any indemnifications provided herein, be responsible for their own acts and the results thereof to the extent authorized by law, and they shall not be responsible for the acts of the other party and the results thereof. The liability of DEED and the Commissioner of MMB is governed by the provisions contained in Minn. Stat. § 3.736, as it may be amended, modified or replaced from time to time. If the Public Entity is a "municipality" as such term is used in Chapter 466 of the Minnesota Statutes that exists as of the date of this Agreement and as such may subsequently be DEED Greater MN Business Development Public Infrastructure Program 29 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) amended, modified or replaced from time to time, then the liability of the Public Entity, including but not limited to the indemnification provided under Section 7.13, is governed by the provisions contained in such Chapter 466. Section 7.13 Indemnification by the Public Entity. The Public Entity shall bear all loss, expense (including attorneys' fees), and damage in connection with the Project and operation of the Real Property and, if applicable, Facility, and agrees to indemnify and hold harmless DEED, the Commissioner of MMB, and the State of Minnesota, their agents, servants and employees from all claims, demands and judgments made or recovered against DEED, the Commissioner of MMB, and the State of Minnesota, their agents, servants and employees, because of bodily injuries, including death at any time resulting therefrom, or because of damages to property of DEED, the Commissioner of MMB, or the State of Minnesota, or others (including loss of use) from any cause whatsoever, arising out of, incidental tq or in connection with the Project or operation of the Real Property and, if applicable, Facility, whether or not due to any act of omission or commission, including negligence of the Public Entity or any contractor or his or their employees, servants or agents, and whether or not due to any act of omission or commission (excluding, however, negligence or breach of statutory duty) of DEED, the Commissioner of MMB, or the State of Minnesota, their employees, servants or agents. The Public Entity further agrees to indemnfy, save, and hold DEED, the Commissioner of MMB, and the State of Minnesota, their agents and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation by the Public Entity, its officers, employees, or agents, or by any Counterparty, its officers, employees, or agents, of any provision of the Minnesota Government Data Practices Act, including legal fees and disbursements paid or incurred to enforce the provisions contained in Section 7.06. The Public Entity's liability hereunder shall not be limited to the extent of insurance carried by or provided by the Public Entity, or subject to any exclusions from coverage in any insurance policy. Section 7.14 Relationship of the Parties. Nothing contained in this Agreement is intended or should be construed in any manner as creating or establishing the relationship of co- partners or a joint venture between the Public Entity, DEED, or the Commissioner of MMB, nor shall the Public Entity be considered or deemed to be an agent, representative, or employee of DEED, the Commissioner of MMB, or the State of Minnesota in the performance of this Agreement, the Project, or operation of the Real Property and, if applicable, Facility. The Public Entity represents that it has already or will secure or cause to be secured all personnel required for the performance of this Agreement and the Project, and the operation and maintenance of the Real Property and, if applicable, Facility. All personnel of the Public Entity or other persons while engaging in the performance of this Agreement, the Project, or the operation and maintenance of the Real Property and, if applicable, Facility shall not have any contractual relationship with DEED, the Commissioner of MMB, or the State of Minnesota and shall not be considered employees of any of such entities. In addition, all claims that may arise on behalf of said personnel or other persons out of employment or alleged employment including, but not limited tq claims under the Workers' Compensation Act of the State of Minnesota, claims of discrimination against the Public Entity, its officers, agents, contractors, or employees shall in no way be the responsibility of DEED, the Commissioner of MMB, or the DEED Greater MN Business Development Public Infrastructure Program 3 ~ Ver - 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) State of Minnesota. Such personnel or other persons shall not require nor be entitled to any compensation, rights or benefits of any kind whatsoever from DEED, the Commissioner of MMB, or the State of Minenesota including, but not limited to, tenure rights, medical and hospital care, sick and vacation leave, disability benefits, severance pay and retirement benefits. Section 7.15 Notices. 117 addition to any notice required under applicable law to be given in another manner, any notices required hereunder must be in writing and shall be sufficient if personally served or sent by prepaid, registered, or certified mail (return receipt requested), to the business address of the party to whom it is directed. Such business address shall be that address specified below or such different address as may hereafter be specified, by either party by written notice to the other: To the Public Entity at: City of Elk River 13065 Orono Parkway, Elk River, MN 55330 Attention: Amiie Deckert To DEED at: lit National Bank Building 332 Minnesota Street, Suite E200 St. Paul, MN 55101-1351 Attention: DEED, Small Cities Program (SCDP) To the Commissioner of MMB at: Minnesota Department of Management and Budget 400 Centeiuual Office Bldg. 658 Cedar St. St. Paul, MN 55155 Attention: Commissioner Section 7.16 Binding Effect and Assignment or Modification. This Agreement and the Declaration shall be binding upon and inure to the benefit of the Public Entity and DEED, and their respective successors and assigns. Provided, however, that neither the Public Entity nor DEED may assign any of its rights or obligations under this Agreement or the Declaration without the prior written consent of the other party. No change or modification of the terms or provisions of this Agreement or the Declaration shall be binding on either the Public Entity or DEED unless such change or modification is in writing and signed by an authorized official of the party against which such change or modification is to be imposed. Section 7.17 Waiver. Neither the failure by the Public Entity, DEED, or the Commissioner of MMB, as a third party beneficiary of this Agreement, in any one or more instances to insist upon the complete and total observance or perfonilance of any term or provision hereof, nor the failure of the Public Entity, DEED, or the Commissioner of MMB, as a third party beneficiary of this Agreement, to exercise any right, privilege, or remedy conferred DEED Greater MN Business Development Public Infrastructure Program 3 1 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) hereunder or afforded by law shall be construed as waiving any breach of such term, provision, or the right to exercise such right, privilege, or remedy thereafter. In addition, no delay on the part of the Public Entity, DEED, or the Commissioner of NIMB, as a third party beneficiary of this Agreement, in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude other or further exercise thereof or the exercise of any other right or remedy. Section 7.18 Entire Agreement. This Agreement, the Declaration, and the documents, if any, referred to and incorporated herein by reference embody the entire agreement between the Public Entity and DEED, and there are no other agreements, either oral or written, between the Public Entity and DEED on the subject matter hereof. Section 7.19 Choice of Law and Venue. All matters relating to the validity, constnlction, performance, or enforcement of this Agreement or the Declaration shall be determined in accordance with the laws of the State of Mimlesota. All legal actions intiated with respect to or arising from any provision contained in this Agreement shall be initiated, filed and venued in the State of Minnesota District Court located in the City of St. Paul, County of Ramsey, State of Minnesota. Section 7.20 Severability. If any provision of this Agreement is finally judged by any court to be invalid, then the remaining provisions shall remain in full force and effect and they shall be interpreted, performed, and enforced as if the invalid provision did not appear herein. Section 7.21 Time of Essence. Time is of the essence with respect to all of the matters contained in this Agreement. Section 7.22 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but such counterparts shall together constitute one and the same instnunent. Section 7.23 Matching Funds. The Public Entity must obtain and supply 50% the eligible capital costs for the Project: $250,000 Any matching fiulds which are intended to meet the above requirements must either be in the form of (i) cash monies, (ii) legally binding commitments for money, or (iii) equivalent funds or contributions, including equity, which have been or will be used to pay for the Project. The Public Entity shall supply to the Commissioner of MMB whatever documentation the Commissioner of MMB may request to substantiate the availability and source of any matching funds, and the source and terms relating to all matching funds must be consented to, in writing, by the Commissioner of MMB. Section 7.24 Source and Use of Funds. The Public Entity represents to DEED and the Commissioner of MMB that Attachment III is intended to be and is a source and use of funds statement showing the total cost of the Project and all of the funds that are available for the completion of the Project, and that the information contained in such Attachment III correctly and accurately delineates the following information. DEED Greater MN Business Development Public Infrastructure Program 32 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) A. The total cost of the Project detailing all of the major elements that make up such total cost and how much of such total cost is attributed to each such major element. B. The source of all funds needed to complete the Project broken down amongst the following categories: (i) State fiu7ds including the Program Grant, identifying the source and amount of such funds. (ii) Matching funds, identifying the source and amount of such funds. (iii) Other funds supplied by the Public Entity, identifying the source and amount of such funds. (iv) Loans, identifying each such loan, the entity providing the loan, the amount of each such loan, the terms and conditions of each such loan, and all collateral pledged for repayment of each such loan. (v) Other funds, identifying the source and amount of such funds. C. Such other financial information that is needed to correctly reflect the total funds available for the completion of the Project, the source of such funds and the expected use of such funds. Previously paid project expenses that are to be reimbursed and paid from proceeds of the G.O. Grant may only be included as a source of funds and included in Attachment III if such items have been approved, in writing, by the Commissioner of MMB. If any of the funds included under the source of funds have conditions precedent to the release of such funds, then the Public Entity must provide to DEED and the Commissioner of MMB a detailed description of such conditions and what is being done to satisfy such conditions. The Public Entity shall also supply whatever other information and documentation that DEED or the Commissioner of MMB may request to support or explain ally of the information contained in Attachment III. The value of the Public Entity's ownership interest in the Real Property and, if applicable, Facility should only be shown in Attachment III if such ownership interest is being acquired and paid for with funds shown in such Attachment III, and for all other circumstances such value should be shown in the definition for Ownership Value in Section 1.01 and not included in such Attachment III. The funds shown in Attachment III and to be supplied for the Project may, subject to any limitations contained in the State Program Enabling Legislation, be provided by either the Public Entity or a Counterparty under a Use Contract. Section 7.25 Project Completion Schedule. The Public Entity represents to DEED and the Commissioner of MMB that Attachment IV correctly and accurately delineates the projected schedule for the completion of the Project. Section 7.26 Third-Party Beneficiary. The State Program will benefit the State of Minnesota and the provisions and requirements contained herein are for the benefit of both DEED Greater MN Business Development Public Infrastructure Program 33 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) DEED and the State of Minnesota. Therefore, the State of Minnesota, by and through its Commissioner of M1VIB, is and shall be a third-party beneficiary of this Agreement. Section 7.27 Public Entity Tasks. Any tasks that this Agreement imposes upon the Public Entity may be performed by such other entity as the Public Entity may select or designate, provided that the failure of such other entity to perform said tasks shall be deemed to be a failure to perform by the Public Entity. Section 7.28 State Entity and Commissioner Required Acts and Approvals. DEED and the Commissioner of MMB shall not (i) perform any act herein required or authorized by it in an unreasonable manner, (ii) unreasonably refuse to perform any act that it is required to perform hereunder, or (iii) unreasonably refuse to provide or withhold any approval that is required of it herein. Section 7.29 Applicability to Real Property and Facility. Tlus Agreement applies to the Public Entity's ownership interest in the Real Property and if a Facility exists to the Facility. The term "if applicable" appearing in conjunction with the term "Facility" is meant to indicate that this Agreement will apply to a Facility if one exists, and if no Facility exists then this Agreement will only apply to the Public Entity's ownership interest in the Real Property. Section 7.30 E-Verification. The Public Entity agrees and acknowledges that it is aware of Governor's Executive Order 08-O1 regarding e-verification of employment of all newly hired employees to confirm that such employees are legally entitled to work in the United States, and that it will, if and when applicable, fully comply with such order and impose a similar requirement in any Use Agreement to which it is a party. Section 7.31 Additional Requirements. The Public Entity and DEED agree to comply with the following additional requirements. lit the event of any conflict or inconsistency between the following additional requirements and any other provisions or requirement contained in this Agreement, the following additional requirements contained in this Section shall control. The city will comply with the reporting requirements of MS. Section 16A.633, Subdivision 4 "Report on Jobs Created and Retained." DEED Greater MN Business Development Public Infrastructure Program 34 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) IN TESTIMONY HEREOF, the Public Entity and DEED have executed this General Obligation Bond Proceeds Grant Agreement Construction Grant for the Elk River BDPI Project under the Greater Minnesota Business Development Public I<Ifrastructure Program on the day and date indicated immediately below their respective signatures. PUBLIC ENTITY: City of Ellc River, a statLitoty city STATE ENTITY: Minnesota Department of Employment and Economic Development By: Its: Dated: _ 2 And: Its: Executed on the day of , 2 By: Its: Deputy Commissioner Dated: 2 ENCUMBERED: Department of Employment and Economic Development By: (Name) City of Ellc River Grant #BDPI-12-0003-O-FY 12 Date Encumbered [hidividual signing certifies that fields have been encumbered as required by Minnesota Statute 16A. ] DEED Greater MN Business Development Public Infrastructure Program 3 S Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) Attachment I to Grant Agreement State of Minnesota Greater Minnesota Business Development Public Infrastructure Program General Obligation Bond Financed DECLARATION The undersigned has the following interest in the real property located in the County of Sherburne, State of Minnesota that is legally described in Exhibit A attached and all facilities situated thereon (collectively referred to as the "Restricted Property"): (Check the appropriate box.) ® a fee simple title, a lease, or an easement, and as owner of such fee title, lease or easement, does hereby declare that such interest in the Restricted Property is hereby made subject to the following restrictions and encumbrances: A. The Restricted Property is bond financed property within the meaning of Minn. Stat. § 16A.695 that exists as of the effective date of the grant agreement identified in paragraph B below, is subject to the encumbrance created and requirements imposed by such statutory provision, and camlot be sold, mortgaged, encumbered or otherwise disposed of without the approval of the Commissioner of Mimlesota Management and Budget, or its successor, which approval must be evidenced by a written statement signed by said commissioner and attached to DEED, mortgage, encumbrance or instnunent used to sell or otherwise dispose of the Restricted Property; and B. The Restricted Property is subject to all of the terms, conditions, provisions, and limitations contained in that certain Elk River BDPI Project between the City of Elk River and the Minnesota Department of Employment and Economic Development (DEED), dated June 4, 2012 (the "G.O. Grant Agreement"). The Restricted Property shall remain subject to this State of Miiulesota General Obligation Bond Financed Declaration for as long as the G.O. Grant Agreement is in force and effect; at which time it shall be released therefrom by way of a written release in recordable form signed by both the Commissioner of Minnesota Department of Employment and Economic Development and DEED Greater MN Business Development Public Infrastructure Program 36 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) the Commissioner of Minnesota of Management and Budget, or their successors, and such written release is recorded in the real estate records relating to the Restricted Property. This Declaration may not be terminated, amended, or in any way modified without the specific written consent of the Commissioner of Minnesota of Management and Budget, or its successor. STATE OF MINNESOTA ) COUNTY OF PUBLIC ENTITY: City of Ellc River, a statutory city By: Its: Dated: , 2 And Its: Executed on the day of , 2 ss This Department of Employment and Economic Development Declaration was executed and aclalowledged before me on the day of 2 by the and the .of .a .on behalf of said Notary Public This Declaration was drafted bv: Office of Attorney Ueneral Suite 300 400 Sibley Street St_ Paul. MN 5101-1996 DEED Greater MN Business Development Public Infrastructure Program 3 7 Ver - 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) Exhibit A to Declaration LEGAL DESCRIPTION OF RESTRICTED PROPERTY DEED Greater MN Business Development Public Infrastructure Program 3 g Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) Attachment II to Grant Agreement LEGAL DESCRIPTION OF REAL PROPERTY DEED Greater MN Business Development Public Infrastructure Program 39 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) Attachment III to Grant Agreement SOURCE AND USE OF FUNDS FOR THE PROJECT GRANT #BDPI-12-0003-O-FY12 Source of Funds Use of Funds Identify Source of Funds Amount Identify Items Amount State GO Funds Ownershi Ac uisition p q BDPUProgram Grant $250,000 and Other Items Paid for with Program Grant Funds Other State Funds : Purchase of Ownership $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ ....................................................................... Interest........................................................................................ .................................................................... ,...................................... ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ . : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Items of a Capital ............................................................................................ . ................................................................ $ Nature Sub-Total $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Streets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $135,000 Storm Sewer $115,000 Matchin Funds g ................................................................................................. ................................................................................... ............................................................... $ Sub Total $250,000 Sub Total $ Items Paid for with ..................................................................................................................................... ............................................................... Non- Program Grant Funds . Other Public Enti Funds Water $160,000 EDA Development Fund $450,000 Streets $495,276 City of Elk River $613,000 Sidewalks $15,736 Sub-Total $1,063,000 En~ineerinQ, Leal, Other $391,988 Loans Sub Total $1,063,000 Sub-Total $ Other Funds ......................................................................... Sub-Total $ Prepaid Project Expenses Sub-Total $ TOTAL FUNDS $1,313,000 TOTAL PROJECT COSTS DEED Greater MN Business Development Public Infrastructure Program 40 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt) Attachment IV to Grant Agreement PROJECT COMPLETION SCHEDULE DEED Greater MN Business Development Public Infrastructure Program 41 Ver- 2/16/10 Grant Agreement for Construction Grants (DEED GO GA- Cnstrctn Grnt)