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2019-07-15 (Regular) Meeting Agenda Packet
Please note: If you have a disability and need auxiliary aids or services, please notify the City of Englewood (303-762-2405) at least 48 hours in advance of when services are needed. 1000 Englewood Pkwy – Council Chambers Englewood, CO 80110 AGENDA City Council Regular Meeting Monday, July 15, 2019 ♦ 7:00 PM 1. Call to Order 2. Invocation 3. Pledge of Allegiance 4. Roll Call 5. Consideration of Minutes of Previous Session a. Minutes of the Regular City Council Meeting of July 1, 2019. City Council Regular - 01 Jul 2019 - Minutes - Pdf b. Minutes of the Special City Council Meeting of July 3, 2019. City Council Special - 03 Jul 2019 - Minutes - Pdf 6. Recognition of Scheduled Public Comment The deadline to sign up to speak for Scheduled Public Comment is Wednesday by 5 p.m., prior to the meeting, through the City Clerk’s Office. Only those who meet the deadline can speak in this section. This is an opportunity for the public to address City Council. There is an expectation that the presentation will be conducted in a respectful manner. Council may ask questions for clarification, but there will not be any dialogue. Please limit your presentation to five minutes. Written materials for presentation to Council may be submitted to the City Clerk as the speaker approaches the podium. A USB port is available for public presentation. a. Brad Nixon, Chair, Alliance for Commerce in Englewood (ACE) will address Council about the findings from their recent business focus group interactions and invite Council to participate in the August 7 walking tour in Englewood’s industrial area. b. Jerry Walker, an Englewood resident, will address Council. c. Mathew Schultz, an Englewood resident, will address Council. d. Vicki Hoffmann will address Council. 6d 7-15-19 e. Elaine Hultz, and Englewood resident, will address Council. f. Doug Cohn, an Englewood resident, will address Council regarding historic preservation. 7. Recognition of Unscheduled Public Comment Speakers must sign up for Unscheduled Public Comment at the beginning of the meeting. This is an opportunity for the public to address City Council. There is an expectation that the presentation will be conducted in a respectful manner. Council may ask qu estions for clarification, but there will not be any dialogue. Please limit your presentation to three minutes. Time for unscheduled public comment may be limited to 45 minutes, and if limited, shall be continued to General Discussion. Written materials for presentation to Council may be submitted to the City Clerk as the speaker approaches the podium. A USB port is available for public presentation. Page 1 of 192 Englewood City Council Regular Agenda July 15, 2019 Please note: If you have a disability and need auxiliary aids or services, please notify the City of Englewood (303-762-2405) at least 48 hours in advance of when services are needed. Council Response to Public Comment. a. 7k 7-15-19 8. Communications, Proclamations, and Appointments a. Recognition of newly appointed Boards and Commission members: Alliance for Commerce in Englewood Jason Whyte – Regular Budget Advisory Committee Chelsea Nunnenkamp – Regular Donna Woods – Regular Joel Moore – Regular Code Enforcement Advisory Committee Colleen Moore – Regular Matthew Collins – Regular Furie Giusti – Regular Carson Green – Regular Cultural Arts Commission Dana Foulks – Regular Leabeth Pohl – Regular Keep Englewood Beautiful Hedy Anselman – Regular Margot Flynn – Regular Planning and Zoning Commission Kate Fuller – Regular Carl Adams – Alternate Transportation Advisory Committee Breann Plasters – Alternate 9. Consent Agenda Items a. Approval of Ordinances on First Reading b. Approval of Ordinances on Second Reading. i. CB 14 - SPWRP - Local Limits Technical Evaluation Page 2 of 192 Englewood City Council Regular Agenda July 15, 2019 Please note: If you have a disability and need auxiliary aids or services, please notify the City of Englewood (303-762-2405) at least 48 hours in advance of when services are needed. CB 14 - Pdf The South Platte Water Renewal Partners (SPWRP), owned by Littleton / Englewood, recommends that City Council approve, by Ordinance, the SPWRP Industrial Pretreatment Local Limits technical evaluation as drafted and preliminarily approved by the US EPA (United States Environmental Protection Agency). Staff: South Platte Water Renewal Partners Director Pieter Van Ry and Deputy Director of Environmental Programs Blair Corning This recommendation was approved by the Supervisory Committee on February 28, 2019. c. Resolutions and Motions 10. Public Hearing Items 11. Ordinances, Resolutions and Motions a. Approval of Ordinances on First Reading i. CB 29 - IGA Police Department and Arapahoe County EVOC Course CB 29 - Pdf Staff recommends City Council approve a Bill for an Ordinance authorizing an Intergovernmental Agreement between the Arapahoe County Sheriff and the City of Englewood for the use of the Arapahoe County Sheriff's Driving Track Facility. Staff: Police Commander Vance Fender b. Approval of Ordinances on Second Reading c. Resolutions and Motions i. Approval of Change Orders with Security Central, Inc. for Police Headquarters Building Pdf Staff recommends approval of Change Order No. 3, related to installation of egress crash bars & wireless entry buttons, as well as approval of Change Order No. 4, related to the parking lot access at two vehicle gates and one man gate, with Security Central, Inc. Staff: Public Works Director Maria D'Andrea ii. Award of Contract to PLM Asphalt and Concrete, LLC for the 2019 Mill & Overlay Project Pdf Staff recommends approving, by Motion, a contract with PLM Asphalt and Concrete, LLC in the amount of $986,171.20, for the 2019 Asphalt Mill and Overlay Project with an allowance for a 10% contingency, if needed. Staff: Public Works Director Maria D'Andrea 12. General Discussion a. Mayor's Choice b. Council Members' Choice Page 3 of 192 Englewood City Council Regular Agenda July 15, 2019 Please note: If you have a disability and need auxiliary aids or services, please notify the City of Englewood (303-762-2405) at least 48 hours in advance of when services are needed. 13. City Manager’s Report a. CityCenter Redevelopment Update - Developer Procurement Pdf This information update summarizes the steps being managed by staff to complete the process of identifying a preferred master developer for the City to partner in redeveloping the “City Property” at Englewood City Center (the property owned or controlled by the City and/or EEF) and possibly the C-III Property as well. Staff: Redevelopment Manager Dan Poremba 14. City Attorney’s Report 15. Adjournment Page 4 of 192 MINUTES City Council Regular Meeting Monday, July 1, 2019 1000 Englewood Pkwy – Council Chambers 7:00 PM 1 Call to Order The regular meeting of the Englewood City Council was called to order by Mayor Olson at 7:13 p.m. 2 Invocation The invocation was given by Council Member Barrentine. 3 Pledge of Allegiance The Pledge of Allegiance was led by Council Member Barrentine. 4 Roll Call COUNCIL PRESENT: Mayor Linda Olson Mayor Pro Tem Rita Russell Council Member Othoniel Sierra Council Member Laurett Barrentine Council Member Dave Cuesta Council Member Cheryl Wink COUNCIL ABSENT: Council Member Amy Martinez STAFF PRESENT: Interim City Manager Hargrove City Attorney McKenney Brown City Clerk Carlile Deputy City Clerk Truscott Reed Director D'Andrea, Public Works Projects and Engineering Manager Hoos, Public Works Technical Support Specialist II Munnell, Information Technology Commander Englert, Police Department Officer Douglas, Police Department Page 1 of 6 Draft Page 5 of 192 City Council Regular July 1, 2019 5 Consideration of Minutes of Previous Session a) Minutes of the Regular City Council Meeting of June 24, 2019 with amendments. Moved by Council Member Rita Russell Seconded by Council Member Othoniel Sierra APPROVAL OF THE MINUTES OF THE REGULAR CITY COUNCIL MEETING OF JUNE 24, 2019 AS AMENDED. For Against Abstained Linda Olson x Rita Russell (Moved By) x Othoniel Sierra (Seconded By) x Laurett Barrentine x Dave Cuesta x Cheryl Wink x 6 0 0 Motion CARRIED. 6 Recognition of Scheduled Public Comment a) Nathan Hoag, an Englewood resident, addressed Council regarding an update of the South Platte clean up. b) Doug Cohn, an Englewood resident, addressed Council regarding historic preservation. 7 Recognition of Unscheduled Public Comment a) Greg Hoffmann addressed Council regarding flooding. b) Vicki Hoffmann addressed Council regarding flooding. c) Marcy Brown, an Englewood resident, addressed Council regarding development. d) Becky Deal, an Englewood resident, addressed Council regarding flooding. e) Jerry Walker, an Englewood resident, addressed Council regarding the Englewood Police Department. f) Aaron Reid, an Englewood resident, addressed Council regarding flooding. Mayor Pro Tem Russell Responded to Public Comment. 8 Communications, Proclamations, and Appointments Page 2 of 6 Draft Page 6 of 192 City Council Regular July 1, 2019 a) Resolution Appointing Board and Commission Members Moved by Council Member Cheryl Wink Seconded by Council Member Othoniel Sierra RESOLUTION NO. 53, SERIES OF 2019 A RESOLUTION APPOINTING MEMBERS TO BOARDS, COMMISSIONS AND COMMITTEES FOR THE CITY OF ENGLEWOOD. For Against Abstained Linda Olson x Rita Russell x Othoniel Sierra (Seconded By) x Laurett Barrentine x Dave Cuesta x Cheryl Wink (Moved By) x 5 1 0 Motion CARRIED. 9 Consent Agenda Items a) Approval of Ordinances on First Reading There were no Ordinances on First Reading. b) Approval of Ordinances on Second Reading. There were no Ordinances on Second Reading. c) Resolutions and Motions i) Reappoint Associate Judge Angela Schmitz RESOLUTION NO. 54, SERIES OF 2019 A RESOLUTION FOR THE REAPPOINTMENT OF ANGELA SCHMITZ, AS ASSOCIATE MUNICIPAL JUDGE FOR THE CITY OF ENGLEWOOD, COLORADO. Moved by Council Member Rita Russell Seconded by Council Member Laurett Barrentine Motion to approve Consent Agenda Item 9 (c) (i). Page 3 of 6 Draft Page 7 of 192 City Council Regular July 1, 2019 For Against Abstained Linda Olson x Rita Russell (Moved By) x Othoniel Sierra x Laurett Barrentine (Seconded By) x Dave Cuesta x Cheryl Wink x 6 0 0 Motion CARRIED. 10 Public Hearing Items No public hearing was scheduled before Council. 11 Ordinances, Resolutions and Motions a) Approval of Ordinances on First Reading There were no Ordinances on First Reading. b) Approval of Ordinances on Second Reading There were no Ordinances on Second Reading. c) Resolutions and Motions i) Award of Contract to Keene Concrete, Inc. for the 2019 Concrete Repair, Installation & Pedestrian Ramp Project Moved by Council Member Rita Russell Seconded by Council Member Othoniel Sierra Approval of a contract with Keene Concrete, Inc. in the amount of $1,090,413.06, for the 2019 Concrete Repair, Installation and Pedestrian Ramp Project. For Against Abstained Linda Olson x Rita Russell (Moved By) x Othoniel Sierra (Seconded By) x Laurett Barrentine x Dave Cuesta x Cheryl Wink x Page 4 of 6 Draft Page 8 of 192 City Council Regular July 1, 2019 6 0 0 Motion CARRIED. ii) Consideration of a 2019 Budget Supplemental Appropriation Request for the Girard Avenue Sidewalk Construction Project Moved by Council Member Rita Russell Seconded by Council Member Othoniel Sierra RESOLUTION NO. 55, SERIES OF 2019 A RESOLUTION APPROPRIATING FUNDS WITHIN THE PUBLIC IMPROVEMENT FUND FOR THE GIRARD SIDEWALK PROJECT. For Against Abstained Linda Olson x Rita Russell (Moved By) x Othoniel Sierra (Seconded By) x Laurett Barrentine x Dave Cuesta x Cheryl Wink x 6 0 0 Motion CARRIED. iii) Contract Approval for Civic Center Roof Replacement Project The meeting recessed at 8:26 p.m. for a break. The meeting reconvened at 8:33 p.m. with all Council Members present. Moved by Council Member Othoniel Sierra Seconded by Council Member Cheryl Wink RESOLUTION NO. 56, SERIES OF 2019 A RESOLUTION AWARDING A CONTRACT FOR REPLACEMENT OF THE CIVIC CENTER ROOF TO GARLAND/DBS UNDER THE TERMS OF THE COBB COUNTY, GEORGIA U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT. For Against Abstained Linda Olson x Rita Russell x Othoniel Sierra (Moved By) x Page 5 of 6 Draft Page 9 of 192 City Council Regular July 1, 2019 Laurett Barrentine x Dave Cuesta x Cheryl Wink (Seconded By) x 6 0 0 Motion CARRIED. 12 General Discussion a) Mayor's Choice i) Agenda Setting Discussion ensued regarding whether to hold a Special Meeting for Public Hearings. Council scheduled a Public Hearing regarding a Planned Unit Development (PUD) during the Regular City Council meeting of August 19, 2019. b) Council Members' Choice 13 City Manager’s Report 14 City Attorney’s Report 15 Adjournment MAYOR OLSON MOVED TO ADJOURN. The meeting adjourned at 9:06 p.m. City Clerk Page 6 of 6 Draft Page 10 of 192 MINUTES City Council Special Meeting Wednesday, July 3, 2019 1000 Englewood Pkwy – Council Chambers 6:00 PM 1 Call to Order The special meeting of the Englewood City Council was called to order by Mayor Olson at 7:00 p.m. 2 Pledge of Allegiance The Pledge of Allegiance was led by Mayor Olson 3 Roll Call COUNCIL PRESENT: Mayor Linda Olson Mayor Pro Tem Rita Russell Council Member Othoniel Sierra Council Member Laurett Barrentine Council Member Dave Cuesta COUNCIL ABSENT: Council Member Amy Martinez Council Member Cheryl Wink STAFF PRESENT: Interim City Manager Hargrove City Attorney McKenney Brown Deputy City Clerk McKinnon Director D'Andrea, Public Works Officer Martinez, Police Department Officer Hume, Police Department 4 Emergency Purchase Authorization - Sante Fe Storm-water System Damage a) Emergency Purchase Authorization - Sante Fe Stormwater System Damage Moved by Council Member Rita Russell Seconded by Council Member Laurett Barrentine Page 1 of 2 Draft Page 11 of 192 City Council Special July 3, 2019 RESOLUTION NO. 27, SERIES OF 2019 A RESOLUTION AUTHORIZING EMERGENCY PURCHASE(S) TO ADDRESS THE SINKHOLE CAUSED BY A RAIN EVENT OCCURRING ON JULY 1, 2019, RESULTING IN SEVERAL CLOSED ROADS NEAR SOUTH SANTA FE DRIVE AND WEST OXFORD AVENUE, AFFECTING THE PUBLIC PROPERTY, HEALTH, PEACE AND/OR SAFETY OF THE CITY OF ENGLEWOOD. For Against Abstained Linda Olson x Dave Cuesta x Laurett Barrentine (Seconded By) x Othoniel Sierra x Rita Russell (Moved By) x 5 0 0 Motion CARRIED. 5 Adjournment The meeting adjourned at 6:15 p.m. Deputy City Clerk Page 2 of 2 Draft Page 12 of 192 M __-TatL..~.in!m%%.I mm9a7.S5 Tao: 3-§\W§_.._N...was M3 50 60 H INTENSQTY CURVES cw’rams -...m..m.V 1-mugs“. m_._~.§..3% .5.“ 30 DURATICN Emaucucmv t.“i3' 2 E93? + 8.5 IQGGU0 .3&zE._,.._>tmzm.§_ F¥AlN?’§nL.L Ric. 20 RAINFAELL .comma FIGURE 12. s£:..:.m=zos a emee. Lihtiw?éél 6?: w A Q 3 O 55.}.:....$ P‘§§E3>s'a%ED “:75... Page 13 of 192 'Ho~meS:martCherry CreiekLLC 8300 E :Ma;p‘|ewood'Ave #1 Greenwood Village,CO"8.01' ‘Celil:3'<’)3—-'8o7- PEGGY DURSTTifOFF :REALTOR ‘M‘|HI hC't H Sho .e,.,I,.'9 9 "°"“e*e r882’c:%‘72? .’pdursthofF@comcast.n’et Luun.nausnn; nvvnn mm n Page 14 of 192 Instant Open House Tour with pictures and details at: 4188WashingtonSt.com Simply go to the link and get immediate access to this homes interior. Page 15 of 192 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Blair Corning, Pieter Van Ry DEPARTMENT: SPWRP DATE: July 15, 2019 SUBJECT: CB 14 - SPWRP - Local Limits Technical Evaluation DESCRIPTION: CB 14 - SPWRP - Local Limits Technical Evaluation RECOMMENDATION: The South Platte Water Renewal Partners (SPWRP), owned by Littleton / Englewood, recommends that Council approve, by Ordinance, the SPWRP Industrial Pretreatment Local Limits technical evaluation as drafted and preliminarily approved by the US EPA (United States Environmental Protection Agency). This recommendation was approved by the Supervisory Committee on February 28, 2019. PREVIOUS COUNCIL ACTION: Previous City Council approval of prior Local Limits technical evaluations were completed for prior discharge permits. There has been no previous City Council action on this SPWRP Local Limits technical evaluation for the new discharge permit, Permit Number CO0032999, which was issued to the SPWRP effective date of December 1, 2017. SUMMARY: Local limits are wastewater limitations on pollutants like metals and solvents that apply to commercial and industrial facilities. Local limits put controls on the discharge of toxic pollutants into the treatment system. The EPA requires wastewater plants to set new local limits each time they receive a discharge permit. The purpose of setting these limits is to: • Protect the facility against contaminants passing through the system or interfering with the treatment capabilities of the system. • Protect receiving water quality • Protect worker health and safety • Improve opportunities for beneficial reuse of residuals Page 16 of 192 ANALYSIS: A comparison of past and proposed local limits is included in the table below. Calculated Local Limits Versus Previously Established Limits 2009 Calculated Uniform Local Limits (mg/L) 2018 Calculated Uniform Local Limits (mg/L) Arsenic 0.55 0.014 Benzene 0.050 0.14 BTEX 0.750 0.750 Cadmium 0.30 0.22 Chromium 2.90 5.37 Copper, Total 3.94 3.42 Cyanide N/A 0.31 Hexavalent Chromium 0.86 1.97 Lead 0.51 2.90 Mercury 0.005 0.001 Molybdenum 2.82 5.69 Nickel 2.66 3.76 Selenium 0.054 0.24 Silver 0.112 0.68 Zinc 8.8 34.35 Limit concentrations are determined by considering what comes into the plant, how much the plant can handle, and what the limits are on the South Platte River. Limits will fluctuate between permits based on changes in: permit limits, stream standards, plant capabilities and what industries are in the service area. FINANCIAL IMPLICATIONS: N/A ALTERNATIVES: N/A CONCLUSION: The South Platte Water Renewal Partners (SPWRP) staff and the SPWRP Supervisory Committee recommends approval of the Local Limits technical evaluation as drafted. The evaluation has been reviewed by the EPA and the SPWRP staff has addressed any EPA comments and concerns. The SPWRP staff has also met with local industries that may be affected by these new limits. The Local Limits technical evaluation has also been reviewed by SPWRP legal counsel. The SPWRP staff is working in conjunction with both the Cities of Littleton and Englewood for their approval, by ordinance, to incorporate the Local Limits into their respective municipal codes. After first reading, on Monday, April 15, 2019, a 30-day public notice period would be conducted by the EPA. At the conclusion of this period, the second reading, tentatively scheduled for Monday, May 20, 2019, would progress with subsequent incorporation into each city’s municipal code. Page 17 of 192 ATTACHMENTS: • Council Bill #14 • SPWRP Local Limits Technical Evaluation • Local Limits PowerPoint • Approved SPWRP Supervisory Committee Meeting Minutes – 02.28.2019 Page 18 of 192 1 BY AUTHORITY ORDINANCE NO. ____ COUNCIL BILL NO. 14 SERIES OF 2019 INTRODUCED BY COUNCIL MEMBER MARTINEZ AN ORDINANCE AMENDING TITLE 12, CHAPTER 2, SECTION 5(B) OF THE ENGLEWOOD MUNICIPAL CODE 2000, IN ASSOCIATION WITH WASTEWATER DISCHARGE LIMITATIONS. WHEREAS, the Cities of Littleton and Englewood jointly own South Platte Water Renewal Partners, a wastewater treatment plant located in Englewood, providing waste water disposal service to both cities and several sewer districts; WHEREAS, State and Federal wastewater permitting regulations require that publicly owned treatment works must provide a written technical evaluation of the need to revise local limits following NPDES permit issuance or reissuance of such permit; WHEREAS, In compliance with the NPDES permitting requirements SPWRP submitted a proposed Sampling Plan for EPA review on October 4, 2016, containing an outline of current sampling practices conducted by SPWRP and identified additional monitoring of pollutant loading to determine potential Pollutants of Concern, and the EPA approved the Sampling Plan on December 13, 2016; WHEREAS, In compliance with the NPDES permitting requirements SPWRP submitted a proposed Pollutants of Concern (POCs) report for EPA Review on January 5, 2018, providing information pertaining to the screening and evaluation of pollutants and proposed final determination of POCs to be included in the Local Limits evaluation, and the EPA reviewed and agreed with the Pollutants of Concern Evaluation on February 5, 2018; and WHEREAS, To remain in compliance with the NPDES permitting requirements, to preserve the quality of the South Platte River, to maintain the plant at the highest performance levels, to protect the plant’s operating staff, and to protect the overall environment of the South Platte River basin the City will adopt new local limit standards for industrial pretreatment. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section 1. Amendment of Title 12, Chapter 2, Section 5. Title 12, Chapter 2, Section 5(B) of the Englewood Municipal Code shall be amended as follows: 12-2-5(B): Industrial Pretreatment Program. B. General Wastewater Prohibitions and Limitations: 1. General and Specific Prohibitions. A User may not introduce into a POTW any pollutant(s) which cause pass-through or interference. These general prohibitions and the specific prohibitions of this Section apply to each User introducing pollutants into a POTW whether Page 19 of 192 2 or not the User is subject to other Pretreatment Standards or Requirements. It shall be unlawful for any User to discharge or deposit or cause or allow to be discharged or deposited into the wastewater treatment system of the City any wastewater which contains the following: a. Any "hazardous waste" as defined in 40 CFR Part 261, unless specifically authorized by the POTW. b. Any liquids, solids, or gases which by reason of their nature or quantity are, or may be, sufficient either alone or by interaction with other substances to cause fire or explosion or be injurious in any other way to the POTW or to the operation of the POTW. At no time shall two (2) successive readings on any explosion hazard meter, at the point of discharge into the system (or at any point in the system), be more than five percent (5%) nor any single reading over ten percent (10%) of the Lower Explosive Limit (LEL) of the meter. Fire or explosion hazard may also be determined using flash point concentration, by closed cup method as specified in 40 CFR Part 261.21. The flashpoint shall not be less than sixty degrees (60°) Centigrade or one hundred forty degrees (140°) Fahrenheit. c. Solid or viscous substances which may cause obstruction to the flow in a sewer or other interference with the POTW. d. Any wastewater having a pH less than 5.0 unless the POTW is specifically designed to accommodate such wastewater, or wastewater having any other corrosive property capable of causing damage or hazard to structures, equipment and/or personnel of the POTW. e. Any wastewater containing toxic pollutants in sufficient quantity, either singly or by interaction with other pollutants, to cause pass-through or interference. f. Any noxious or malodorous liquids, gases, or solids which either singly or by interaction with other wastes is sufficient to prevent entry into the sewers for their maintenance and repair. g. Any substance which may cause the POTW's effluent or any other product of the POTW, such as residues, sludges, or scums, to be unsuitable for reclamation and reuse or to interfere with the reclamation process where the POTW is pursuing a reuse and reclamation program. In no case shall a substance discharged to the POTW cause the POTW to be in non-compliance with the sludge use or disposal criteria, guidelines, or regulations affecting sludge use or disposal. h. Any substance which will cause the POTW to violate its CDPS permit or the receiving water quality standards. i. Any wastewater with objectionable color not removable in the treatment process, such as, but not limited to, dye wastes and vegetable tanning solutions. j. Any pollutants, including oxygen-demanding pollutants (BOD, etc.) which will cause pass-through or interference. k. Radioactive wastes or isotopes of such a half-life or concentration that they do not meet limits established by the City or other regulations set forth by the Colorado Department of Public Health and Environment, State of Colorado, in the latest edition Page 20 of 192 3 of Rules and Regulations Pertaining to Radiological Control and any applicable Federal regulations that may apply. l. Any wastewater having a temperature which will cause the temperature of the influent to the wastewater treatment plant to exceed one hundred four degrees (104°) Fahrenheit or forty degrees (40°) Celsius and/or inhibit the biological activity in the POTW. m. Any water or waste which contains grease or oil or any other substances that will solidify or become discernibly viscous at temperatures between thirty-two degrees (32°) Fahrenheit (0° Celsius) and one hundred fifty degrees (150°) Fahrenheit (65.5° Celsius). n. Any water or waste containing free or floating oil and grease, or any discharge containing animal fat or grease by-product in excess of two hundred (200) mg/L. o. Petroleum oil, non-biodegradable cutting oil or products of mineral oil origin in amounts that will cause interference or pass-through. p. Trucked or hauled wastes or wastewater, except at locations authorized by the City that meets all Standards and Requirements established by the City. q. Waters containing solids that have not been ground or comminuted to such a degree that all particles will be carried freely in suspension under conditions normally prevailing in public sewers. Solid particles shall be no more than one-half inch (½") in any dimension. r. Ammonia, nitrogen or substances readily converted thereto, in amounts that would cause or contribute to pass-through or interference. s. Pollutants which result in the presence of toxic gases, vapors or fumes within the POTW in a quantity that may cause acute worker health and safety problems. t. Stormwater drainage from ground, surface, roof drains, catch basins, unroofed area drains (e.g., commercial car washing facilities) or any other source unless otherwise approved by the City. Specifically prohibited is the connection of roof downspouts, exterior foundation drains, areaway drains, or other sources of surface runoff or ground water to a building sewer or building drain which in turn is connected directly or indirectly to the City's wastewater collection system. No person shall connect or discharge water from underground drains, sump pump discharges, natural springs and seeps, water accumulated in excavation or grading or any other water associated with construction activities. u. Any substance directly into a manhole or other opening in the POTW unless specifically authorized by the City or as otherwise permitted under this Chapter. v. Liquid wastes from chemical toilets, and trailers, campers or other recreational vehicles which have been collected and/or held in tanks or other containers shall not be discharged into the POTW except at locations authorized by the City to collect such wastes. Page 21 of 192 4 w. Wastes where such wastes have been collected and/or held in a tank or other container and where such wastes fail to comply with any applicable limitation set out in this Chapter. x. Any water or wastewater from alkaline hydrolysis or other chemical decomposition processes of human or animal tissues, remains or bodies without prior written approval from the City. y. Medical Wastes in amounts or concentrations that will cause a violation of any one (1) of the objectives included in Subsection 12-2-5(A)(1). z. Any water or wastewater associated with hydraulic fracturing (fracking) and drilling activities, without prior written approval from the City. 2. Wastewater Discharge Limitations. The City is authorized to establish Local Limits pursuant 40 CFR Part 403.5(c). It shall be unlawful for any User to discharge, deposit, cause, or allow to be discharged any waste or wastewater which fails to comply with the limitations imposed by this Section. a. Dilution is prohibited as a substitute for treatment and shall be a violation of this Chapter. Except where expressly authorized to do so by an applicable Pretreatment Standard or Requirement, no Industrial User shall ever increase the use of process water, or in any other way attempt to dilute a Discharge as a partial or complete substitute for adequate treatment to achieve compliance with a Pretreatment Standard or Requirement. The City may impose mass limitations on Industrial Users which are using dilution to meet applicable Pretreatment Standards or Requirements or in other cases where the imposition of mass limitations is appropriate. b. No Significant Industrial User shall discharge or cause to be discharged wastewater that exceeds the following Local Limits as specified in the Industrial Wastewater Permit using the methods and procedures prescribed in Subsection 12-2-5(G). Pollutant(1) Daily Maximum Limit (mg/L) Arsenic (As) 0.55 .014 Cadmium (Cd) 0.30 0.22 Chromium-Total (Cr) 2.90 5.37 Chromium(VI) (Cr VI) 0.86 1.97 Copper (Cu) 3.94 3.42 Cyanide (CN) 0.31 Lead (Pb) 0.51 2.90 Page 22 of 192 5 Mercury (Hg) 0.005 0.001 Molybdenum (Mo) 2.82 5.69 Nickel (Ni) 2.66 3.76 Selenium (Se) 0.054 0.24 Silver (Ag) 0.112 0.68 Zinc (Zn) 8.8 34.35 Benzene (2) 0.050 0.14 BTEX (2)(3) 0.750 0.750 (1) All pollutants are to be analyzed as total. (2) These pollutants and limits generally apply to wastewaters from the cleanup of petroleum or gasoline underground storage tanks. In addition, the pollutants may be required of other users or included in permits where sampling and analysis indicate that the wastewater contains concentrations of these pollutants in excess of the stated limits. (3) This is the sum of measured concentrations for Benzene, Toluene, Ethylbenzene, and Xylene. c. All Users subject to a Categorical Pretreatment Standard shall comply with all requirements of such standard, and shall also comply with any limitations contained in this Chapter. Where the same pollutant is limited by more than one (1) Pretreatment Standard, the limitations which are more stringent shall prevail. Compliance with Categorical Pretreatment Standards shall be the timeframe specified in the applicable Categorical Pretreatment Standard. d. The City may establish more stringent pollutant limits, additional site-specific pollutant limits or additional Pretreatment Requirements when, in the judgment of the City, such limitations are necessary to implement the provisions of this Chapter. Section 2. Notice of general provisions and findings applicable to interpretation and application of this Ordinance: Applicability of Title 1, Chapter 2, Saving Clause. The provisions of E.M.C. Title 1, Chapter 2, Saving Clause apply to interpretation and application of this Ordinance, unless otherwise set forth above, including, but not limited to, the provisions regarding severability, inconsistent ordinances or code provisions, effect of repeal or modification, and legislation not affected by repeal. Enforcement. E.M.C. Title 1, Chapter 4, “General Penalty” provisions mandate that except as otherwise provided within specific Titles, Chapters, or Sections of the Englewood Municipal Code, the violation of Page 23 of 192 6 any provisions of the Code, or of any secondary code adopted therein, shall be punished by a fine not exceeding two thousand six hundred and fifty dollars ($2,650.00) or imprisonment for a term not exceeding three hundred sixty (360) days or by both such fine and imprisonment. Safety Clauses. The City Council hereby finds, determines, and declares that this Ordinance is promulgated under the general police power of the City of Englewood, that it is promulgated for the health, safety, and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The City Council further determines that the Ordinance bears a rational relation to the proper legislative object sought to be obtained. Introduced, read in full, and passed on first reading on the15th day of April, 2019. Published by Title as a Bill for an Ordinance in the City’s official newspaper on the 18th day of April, 2019. Published as a Bill for an Ordinance on the City’s official website beginning on the 17th day of April, 2019 Read by Title and passed on final reading on the 10th day of June, 2019. Published by Title in the City’s official newspaper as Ordinance No. ___, Series of 2019, on the 13th day of June, 2019. Published by title on the City’s official website beginning on the 12th day of June, 2019 for thirty (30) days. This Ordinance shall take effect thirty (30) days after publication following final passage. Linda Olson, Mayor ATTEST: Stephanie Carlile, City Clerk I, Stephanie Carlile, City Clerk of the City of Englewood, Colorado, hereby certify that the above and foregoing is a true copy of the Ordinance passed on final reading and published by Title as Ordinance No. ___, Series of 2019. Stephanie Carlile Page 24 of 192 VI Ir J_l“'|"':I“l_" -M +..1‘Emlrmga3m =«e1MII -,u5I,:'n.'.\:.I}i'-I ..»"Hum;:u 1;:i.i"‘-3:‘‘H;H‘'+#==:‘:, **a«"'r' II -I In IN.’(-1;...;f -7 .'.Iw_;:.“',-l“'||‘- why It " ""1 ".'-."I'J:.:-H.-. ;.ya;5[:%! jW:4:;igtE §;?=‘* ."-.'- :-M-_-' -' 00:33HCz_._.mUm._.>._.mmmz<_moz_smza>_._umO._.mO._._Oz D >m_mzo<mmm_ozm38<<<:_6o_uw._.mm~o2_<2.00momomimm 4 .m_u> _u_._o_._mmoo-mB-mm3§2<<.mum.no<\_.ma_o:mmm.“m<<U.o<<.<<cm. mz<_moz_<_mz4>rnmoqmodoz>mmzo<_ucm_._ozojom ucmmommO_u_ucm_._ozO._._om._.Emuc?ommo.E_maoznmW.035$ m___:~m«mm_maumamm2Emmo:EEmzm<<m.m_.mm:m2m__um_.Em_.m_ zm._o_._m__uo__Sm..=Qmnzmamm_.52.2.m?nmaAzncmmvum_.3= z_.==_um_.ooéommmmm_.mn:mm.83%.:sm_:a:mEm__u..m:mm=:m:. _u3u_.m3.._._._mamncmm.8..u_.ou..m3muu_.o<m__:o__amm”_so%§...o= cuam?m2Em.mo_.._.._nm__<._ummmn__onm_.88..Emmmiommammo.Em wo:E_u_m=m<<m.m_.Jm:m<<m__um::m335.._<Ossma._...mm=.:m:_ $2.3:uO._.<5.._._._m_oom__§._=mm_.m.o:_._n_E._.:_m3.O:m_u.m~m.mmnzoam0.Em0.2o.m:m_m<<ooa_s._am_Oonmman._.=_mH0_..m_u_m.. m.mags:mmEEm0.2c._.==m8:_s.5um.Ooam..:.__mu..ou_.m3 muu6<m_mzmo?Em_:..._:mEm_:mm_.mEm.amozmam8Emwo:E_u_m=m <<m.m«Im:msE_.um::m_.m._uo._.<<.>3=a_._mE.m_cmma_mm:<cmmqEm. a_mnEm_.umm_..o_...ao3mm=nsBm.msm.m..3Em_.o._.s>._.Emm_u>Emm 3.2338E_mmu_u_.o<m_8cm.mcum.m..=_m_..3.._uc_.uommm2Emo_m:mE_ _uam:mm.3m:.mmn:_m=o:mm..8om:mmnzoa89$.._.:m_.m.o_.m_Em m_u>_mu_.o<E.:mE_mzozom3maoa=:m«mm.m..._umwmoamEmo_uuo_.E::< 8u_.o<Emno:.=._m:.monEm_u.m:mm=:m3_u_.oa_.m3ao%§._o= 263.22.3.Emmo:EEmzm<<m»m..Im:msm__um_.Em..mmanEmm_u>_m E_m_.:8m_u_u_.o<mEm3o%_S._o=.._...._mm:m__umEmo:_<25.3aoznm= Emm_u>am.m_._.=_:mmEm"som:_um~m:=m_no:.=.:m_...mmam—mom_<mamanEm Bon?nmzoz8Em_u_.m:mm=:m..=_u_.on_.m3S___cmm_uu_.o<mn_mm mcca?mn._u_.o<EmaEmaoncimam3.3538Emmu»m_.m3.238. _.mE_ma.manoEm_.£_mm33¢mam.manm=mn._<m_u<EmmocE_u_m=m <<m»m..mm:mém__um:_..m_.m.cue:muu_.o<m__E_m_u.m:mm=:mau_.om_.m3 383.2.m_..m__um._._no_.uo_.m_mn5.0Emznomm_um_.3=man7».m3.39. :._oa_._om:o:o.Emzuumm_...m_._.::mmmnmoamaE3O3»wmmzos _mm.mm§.._._._mm_u>_:.m:um8m_uu_.o<mm__osmsummEm»_.m=mo.a._..mn» _nmam_.m_m:Eo_.=<mmmsoszm.3om:rm...Sm.mcz__<_>m< _z_uom_s>.:oz._.Em*mqm_.m_o_mm:<<m.m_.>2mm.mu=m_..mnEmzuumm _...m_.3=_u3m_.m38_.moc_m»mEm.=moEm_.m_mo.uo__Sm:.mav.um_.mo:m3 <<m..m_.mo.Emc=_a._m~m.mm._:mnE=_o:.Em>3mm.mc=mEmn_ox_n uo___.:m3manu_.m._.mm.=..m_.=?mznmamman_.mn:__.m3m:.m3...3953». cmm_.m?ocammo.aoaaoammzo5932a_mo:m_.mmvo._uOj2m.._.Em _:._u_m3m_..z:o_.mu:_m._o:m3m<am3:2...28013_um3Sm._u0._.<<m §Em_Em«mammas=92m_.mm.m_.Em:=<m3.onum__o:muma9.2. m?amnma.=n.:mEm_...mm1:uEm.o_.oEm_.S_mm%ma=m.33Emznomm u_.ou_.m:._n=_.mo8_..:=._m.mm=<m_<~mm:_m.mEm:Ea:mEm_cmmamman mmmcamno_.:_u__m:omc<EmmmcmmaSEm=muu=omc_m.32».man_onm_ _u_.m:mm.3m:.m»m:am&mman_.mn:__.m3m:.m.._.:m_.mnc:m:._m..=3..m _uO._.<<8U3_um«_<._:.._u_m_.:m3=m_u_.om=m3mmm:m=.o_.nmma_m_u3<.m.o:3 =mzmummum_.3=.mcmqxmm_z_uO_..=s>._._Oz>20oogzmzam _um_.mo:mimzau8..m<mm<<Em_u8m=m33on==nm=o:m:u:.__=maE.Em wo:E_u_m=m<<m~m_.mm:msm__um_.Em_.m.3m<noamn.Es=.=__..u.>_Dmamm. _u_.m._.mm=.:m:.ooo_.n=:m.o_.cm.m_u>mmn_o_._m.<<mm.mSm.m..ca:_<_m= Ooam”m<<_u.O<<.<<Emu<<<:xoouUm:<m_..oo_o_.mnomomomimm _:.m_.mm.mnumamm3m<m_moam...>_mmammm.3083name»9. mm_.o_m.m_®mum.uo<.:53aoocamamm..mm<m__m_u_m8..Emumngozm. Em253$muo<m.oo_.:=..m_...m_.mnm_.n=:nE_mBoa?omzoa32%um uomE._m_.xmn_so_m.m1Em:moam<m=2:Emnm.m2E_m_u:_u=osoznm. ommmmu.osao?omé c==o..933 m:<__.o:.=m:.m__u_.o.mn._o: buaanw.Page 25 of 192 JJLO III! -I -I—II'.I-I- Page 26 of 192 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Vance Fender DEPARTMENT: Police DATE: July 15, 2019 SUBJECT: CB 29 - IGA Police Department and Arapahoe County EVOC Course DESCRIPTION: CB 29 - IGA Police Department and Arapahoe County EVOC Course RECOMMENDATION: Staff recommends approval of an ordinance authorizing an Intergovernmental Agreement between the Arapahoe County Sheriff and the City of Englewood for the use of the Arapahoe County Sheriff's Driving Track Facility. PREVIOUS COUNCIL ACTION: There has been no previous council action regarding this Intergovernmental Agreement. SUMMARY: The Englewood Police Department conducts yearly training of it's officers in safe pursuit driving, and pursuit termination, communication while driving, low speed technical driving skills, day and night driving, inclement weather skills, vehicle dynamics and limitations, law enforcement motorcycle certifications, crash investigation training and the most recent approaches to traffic incident management. The Arapahoe County Sheriff's Driving Track Facility is an engineered moderate speed roadway and skill building training site, which replicates the conditions, challenges and obstacles encountered by emergency responders on typical community roadways. ANALYSIS: In order for the Englewood Police Department too utilize the Arapahoe County Sheriff's Driving Track Facility we are required to enter into an Intergovernmental Agreement with Arapahoe County reference it's use. This IGA has been reviewed by the City Attorney's Office and is legally acceptable. FINANCIAL IMPLICATIONS: There is a daily cost associated with the use of the Arapahoe County Sheriff's Driving Track Facility. The 2019 fee for the full day use of the Driving Track Facility is $300. The Police Department typically trains in this discipline five to ten times a year based on the needs of the department. This fee is paid from the Police Department yearly training budget. For 2019 the police department training budget is $40,000. Page 27 of 192 ALTERNATIVES: The alternative is to not use the Arapahoe County Sheriff's Driving Track Facility. CONCLUSION: Staff recommends approval of this ordinance. ATTACHMENTS: Council Bill #29 Arapahoe County Sheriff's Driving Track Facility IGA and Hold Harmless Agreement Page 28 of 192 BY AUTHORITY ORDINANCE NO. ___ COUNCIL BILL NO. 29 SERIES 2019 INTRODUCED BY COUNCIL MEMBER ___________ A BILL FOR AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT ENTITLED “DOUGLAS COUNTY EMERGENCY VEHICLE OPERATIONS COURSE” BETWEEN THE CITY OF ENGLEWOOD AND DOUGLAS COUNTY WHEREAS, this Agreement sets forth the requirements for use of the Emergency Vehicle Operations Course (“EVOC”) managed by the Highlands Ranch Law Enforcement Training Foundation (“HRLETF”); WHEREAS, the Englewood Police Department conducts yearly training of its officers including vehicle and/or public safety training; WHEREAS, Douglas County owns the EVOC, which is managed by HRLETF; WHEREAS, in order to use the EVOC the City and Douglas County are required to enter into an intergovernmental agreement as authorized pursuant to Section 29-1-203 C.R.S. and Article XIV, Section 1812(2)(a) of the Colorado Constitution; WHEREAS, the use of the EVOC provides Englewood Police officers training in safe pursuit driving and pursuit termination, communication while driving, low speed technical driving skills, day and night driving, inclement weather skills, vehicle dynamics and limitations, law enforcement motorcycle certifications, crash investigation training, and the most recent approaches to traffic incident management; WHEREAS, the EVOC is an engineered moderate-speed roadway and skill building training site, which replicates the conditions, challenges, and obstacles encountered by emergency responders on typical community roadways; WHEREAS, the yearly cost associated with the use of the EVOC are set forth in Attachment 1 and will come from the Police Departments training budget. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Section 1. The Intergovernmental Agreement with Douglas County for the use of the Emergency Vehicle Operations Course at the Highlands Ranch Law Enforcement Training Foundation, attached hereto as Attachment 1, is hereby accepted and approved by the Englewood City Council. Section 2. The Mayor is hereby authorized to sign said Agreement for and on behalf of the City of Englewood, Colorado. Introduced, read in full, and passed on first reading on the 15th day of July, 2019. Published by Title as a Bill for an Ordinance in the City’s official newspaper on the 18th day of July, 2019. Published as a Bill for an Ordinance on the City’s official website beginning on the 17th day Page 29 of 192 of July, 2019 for thirty (30) days. Linda Olson, Mayor ATTEST: Stephanie Carlile, City Clerk I, Stephanie Carlile, City Clerk of the City of Englewood, Colorado, hereby certify that the above and foregoing is a true copy of the Bill for an Ordinance introduced, read in full, and passed on first reading on the 15th day of July, 2019. Stephanie Carlile Page 30 of 192 INTERGOVERNMENTAL AGREEMENT USE OF ARAPAHOE COUNTY DRIVING TRACK FACILITY This Intergovernmental Agreement with an effective date of ____, 20___, is entered into by and between the Arapahoe County Sheriff, on behalf of Arapahoe County, Colorado, (hereinafter collectively the “County”) and ____________, (hereinafter the “User Agency”). 1. Purpose The Parties desire to enter into this Agreement for the purpose of establishing terms and conditions whereby the User Agency shall be permitted to use the County’s Driving Track Facility (the “Facility”), located at the Arapahoe County Fairgrounds and Regional Park at 25690 E. Quincy Ave., Aurora, CO, for training of personnel and related activities. 2. Use of the Facility Permissible uses of the Facility by the User Agency shall include driving training for recruit and in-service personnel, both sworn and civilian, and driving training for volunteers, and such other uses as deemed appropriate by mutual written agreement of the Parties. No person shall be allowed to use the Facility unless such person has signed a release and hold harmless agreement on a form acceptable to the County. 3. Authority The Parties are authorized to enter into this Agreement pursuant to Section 29-1-203, C.R.S. and Article XIV, Section 1812(2)(a) of the Colorado Constitution. 4. Duration, Renewal and Termination This Agreement shall continue in full force and effect for an initial term of one year from the date of execution of this Agreement and will automatically be deemed renewed unless written notice of intent not to renew is provided by the non-renewing Party to the other Party no less than 60 days prior to the date of expiration of the initial term. In addition to the non-renewal provisions as set forth herein, this Agreement may be terminated by either Party, with or without cause, upon 30 days notice to the other Party. Within 10 days following termination or non-renewal of this Agreement, the User Agency shall to return any and all property of Arapahoe County and of the Arapahoe County Sheriff’s Office unless otherwise agreed in writing by the Parties. 5. Use Fees and Other Charges The User Agency agrees to pay fees to the County for the use of the Facility pursuant to this Agreement in such amounts as may from time to time be established by the County and incorporated into a written schedule of use fees. The User Agency also agrees to pay for any and all consumable product replacement, repair and/or replacement of Page 1 of 6 Page 31 of 192 property and/or loaned equipment at the Facility that is or may be damaged, destroyed or rendered inoperable as a result of the User Agency’s use of the Facility. Use fees and other charges as provided herein shall be due and payable within 30 days of receipt by the User Agency of the County’s written invoice itemizing said fees and charges. 6. Equipment Requirements Prior to use of the Facility pursuant to this Agreement, the County shall provide to the User Agency a specific written list of supplies and equipment that will be necessary for the User Agency’s personnel to have to properly use the Facility. The User Agency shall obtain all listed equipment and supplies at its own cost prior to its use of the Facility. 7. Supervision and Control All driving instructors and support personnel must be supplied by the User Agency. The User Agency will be required to have a POST certified driving instructor present while driver training is being conducted. The User Agency is required to provide a list of its POST Certified Driving Instructors along with copies of their certifications. The User Agency Driving instructor(s) will ensure the appropriate use of the Facility. The Arapahoe County Sheriff’s Office reserves the right, in its sole discretion, to immediately terminate any use of the Facility if it is determined that such use has resulted or may result in damage to the Facility or if such use otherwise presents a threat to the safety of persons or property. 8. Employment Status and Compensation/Relation of the Parties Each of the Parties shall provide required workers’ compensation insurance, salary, benefits and appropriate equipment for their respective employees. Except as otherwise provided by law the performance of this Agreement, both Parties hereto will be acting in their individual governmental capacities and not as agents, employees, partners, joint ventures, or associates of each other. The employees, agents, or subcontractors of one Party shall not be deemed or construed to be the employees, agents, or subcontractors of the other Party. 9. Compliance with Applicable Laws The Parties to this Agreement shall comply with all applicable provisions of Local, State and Federal laws and regulations. 10. Hold Harmless To the extent allowed by law, the User Agency shall hold harmless the County, its elected and appointed officials, boards, officers, agents, employees and insurers from and against any and all claims, damages, losses, expenses and demands, including court costs, attorney's fees and expenses, due to injuries, losses or damages arising out of, resulting from, or in any manner connected with the use of the Facility or other Page 2 of 6 Page 32 of 192 County facilities, if any such injury, loss or damage is caused in whole or in part by the act, omission, error, mistake, negligence or other fault of an officer, agent, or employee of the User Agency, anyone directly or indirectly employed by the User Agency, or anyone for whose acts the User Agency may be liable; provided, however, that User Agency is not is not obligated to hold harmless the County hereunder for that portion of any claims, damages, losses, demands and expenses arising out of or resulting from any grossly negligent act or omission of the County or its elected or appointed officials, boards, officers, agents or employees. User Agency's obligation hereunder shall not be construed to negate, abridge, or otherwise reduce any other right or obligation to hold harmless which would otherwise exist as to any part or person described in this Section. With respect to any and all claims against the County or any of its elected or appointed officials, boards, officers, employees or agents by any employee of the User Agency or anyone directly or indirectly employed by the User Agency, or anyone for whose acts the User Agency may be liable, the obligation described above shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the User Agency under worker's compensation laws, disability benefits laws, or other employee benefit laws. 11.Insurance In addition to compliance with the provisions as set forth in Section 10 of this Agreement, the User Agency shall obtain and maintain, at its own expense, general liability insurance, and automobile liability insurance coverage in an amount and in such forms as necessary to protect the County, its officials, employees and agents and the User Agency against any and all claims arising from the User Agency’s use of the Facility pursuant to this Agreement including, but not limited to, claims arising from the acts, omissions or negligence of its officers, employees, contractors, invitees or agents against any and all claims arising from injuries or damages, however caused, sustained by any person or persons or to the property of any person or persons or other entities, including the County, occurring during such use. The minimum annual aggregate policy limit for insurance coverage obtained and maintained pursuant to this Section shall be $2,000,000. All policies shall name Arapahoe County and the Arapahoe County Sheriff’s Office as additional insured. All policy forms shall be subject to review and approval of the County. Prior to the effective date of this Agreement, the User Agency shall provide the County with certificates of insurance and such other documents as may be requested by the County in order to confirm the existence and adequacy of the insurance coverage specified herein. The User Agency shall notify the County no fewer than 10 days prior to cancellation or non-renewal of required coverage. The Parties understand and agree that the policy limits or other provision of insurance coverage obtained and maintained pursuant to this Section shall in no way limit the User Agency’s obligations pursuant to this Agreement. 12.Entire Agreement This Agreement constitutes the entire understanding of the Parties with respect to the subject matter thereof. Any amendment or modification of this Agreement shall be Page 3 of 6 Page 33 of 192 made only by a written instrument executed by authorized representatives of the Parties. 13.Severability The Parties agree that should any part of this Agreement be held to be invalid or void, the remainder of the Agreement shall remain in full force and effect and shall be binding upon the Parties. 14.Governing Law, Venue Enforcement This agreement shall be governed by and interpreted according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate court in Arapahoe County, Colorado. The Parties agree that the rule that ambiguities in a contract are to be construed against the drafting Party shall not apply to the interpretation of this Agreement. 15. Notices All notices, requests for payment, or other correspondence between the Parties regarding this Agreement shall be mailed or delivered to the respective Parties at the addresses set forth below or at such alternate addresses as may be specified in writing: County User Agency Arapahoe County Sheriff’s Office __________________________ 13101 East Broncos Parkway __________________________ Centennial, Colorado 80112 __________________________ 16.Assignment Neither the County nor the User Agency shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without prior written consent of the other Party. 17.Governmental Immunity Nothing in this Agreement is interpreted to waive the monetary limitations or any other rights, immunities, or protections provided by the Colorado Governmental Immunity Act, Sections 24-10-101, et seq., C.R.S., as amended from time to time (“CGIA”) or otherwise available to the Parties for federal claims. If either the County or the User Agency waives the protection of the CGIA, or any protections available for defense of federal law claims, such waiver shall not without written consent extend to the protections afforded the other; to the extent that such waiver does result in a waiver of the protections afforded the non-waiving Party, the waiving Party shall, to the maximum extent allowed by law, indemnify and hold harmless the non-waiving Party. Page 4 of 6 Page 34 of 192 18.Filing Following execution of this Agreement, the Parties shall comply with all applicable laws concerning filing of this Agreement. Approvals County User Agency By: ________________________________ By:___________________________ Its: ________________________________ Its: ___________________________ Date: ______________________________ Date: _________________________ Page 5 of 6 Page 35 of 192 Determinations of Counsel This Intergovernmental Agreement has been reviewed by the undersigned legal counsel who has determined that this contract is in appropriate form and within the powers and authority granted to _________________________________________ (User Agency) By: ________________________________ Date:_________________________ Name: ______________________________ Counsel for ________________________________________________________ Page 6 of 6 BOARD OF COUNTY COMMISSIONERS ARAPAHOE COUNTY, COLORADO By:___________________________ Nancy Doty Chair, Arapahoe County Board of Commissioners ATTEST: ______________________________ Clerk of the Board Page 36 of 192 Arapahoe County Sheriff’s Office Sheriff’s Driving Track Release and Hold Harmless Agreement I, ________________________________________, (name), the undersigned, on this _____ day of ______________, 20 , in consideration of my being allowed access to and use of the Sheriff’s Driving Track at the Arapahoe County Fairgrounds property, agree as follows: I agree to assume the risks inherent in and related to my use of or pre sence at the Arapahoe County Sheriff’s Driving Track or the Arapahoe County Fairgrounds property, including, but not limited to, any driving or training activities that I participate in at such Track, and agree to release Arapahoe County and the Arapahoe County Sheriff’s Office, their principals, affiliates, sponsors, volunteers, agents, elected and appointed officials, boards, employees, successors and assigns from any and all liability of every kind or nature which includes but is not limited to: 1) any personal injury or death to myself; 2) any damage to my personal property or personal affects; and/or 3) any other loss or damage resulting from the acts or omission of any other person (which includes, but is not limited to, myself, all employees of the Arapahoe County Sheriff’s Office and its affiliates, including all officers employed by the Arapahoe County Sheriff, and persons with whom other employees of the Arapahoe County Sheriff’s Office and its affiliates have contact). I intend this release of liability to cover all situations, which may occur in relation to my use of, or presence at, the Sheriff’s Driving Track. I agree to hold harmless Arapahoe County and the Arapahoe County Sheriff’s Office, and their principals, affiliates, sponsors, volunteers, agents, elected and appointed officials, boards, employees, successors and assigns from any liability in any cause of action in law or equity which may be asserted against any of them for any act or omission arising out of my use of the Arapahoe County Sheriff’s Driving Track, including, but not limited to, any driving or training activities that I participate in at such Track. I agree to act as my own insurer against all hazards and acts of any negligent person, understanding that my personal insurance may not cover the activities in which I participate while using the Sheriff’s Driving Track and as contemplated by this Agreement. I additionally intend to bind my spouse, heirs, legal representatives, assigns, and anyone else who may file any claim upon my behalf. This release shall be deemed to be contractual, and not a mere recital. I agree that should a court of law invalidate any part of this release, that the remaining parts of this release shall remain in full force and effect. I have read this release and I understand what this release means. I indicate my voluntary acceptance of the terms of this release by signing my name below. ________________________________________ __________________________________________ Participant’s Signature Date Entity ________________________________________ __________________________________________ Participant’s Printed Name Your Mailing Address ________________________________________ __________________________________________ Witness Signature Date Your Phone Number Page 37 of 192 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Maria DAndrea DEPARTMENT: Public Works DATE: July 15, 2019 SUBJECT: Approval of Change Orders with Security Central, Inc. for Police Headquarters Building DESCRIPTION: Approval of Change Orders with Security Central, Inc. for Police Headquarters Building RECOMMENDATION: Staff recommends approval of Change Order No. 3, related to installation of egress crash bars & wireless entry buttons, as well as approval of Change Order No. 4, related to the parking lot access at two vehicle gates and one man gate, with Security Central, Inc. PREVIOUS COUNCIL ACTION: A contract with Security Central Inc. in the amount of $168,602.21 to furnish & install a hosted keyless entry system, access card readers, and burglar alarm system at the Police Headquarters Building was approved by the City Council on December 17, 2018. SUMMARY: Since approval of the contract with Security Central in December 2018, two change orders have been previously by staff. Change Order No. 3 and No. 4 are being brought before the City Council for approval in accordance with the Procurement Policy. ANALYSIS: Change Order No. 3 This work entails two elements: • Providing and installing two delayed crash bars on the doors in the sally port area in the event of an emergency or power outage. The crash bars have a delay response (15 seconds) so that they will allow for free egress, with or without proper credentials. They will sound an audible alert when activated. This was a requirement of the Fire Marshall inspection. • Providing and installing wireless door release switches for the four desks in the Records area. These release switches allow staff to remain at their desks and buzz guests into the secured areas of the main floor or elevator. These changes were required for safety reasons and were identified once the building was occupied. Funds to cover the change order amount will be taken from the approved contingency amount for the project. Page 38 of 192 Change Order No. 4 This work is associated with Phase 2 of the police department construction, (parking lot). It entails the addition of gate control for three new gates (2 vehicle and 1 man) with the existing keyless entry system for the building. Installation will be similar to that at the ServiCent er. A gooseneck reader will be installed to allow for manual entry via card or key-in code and a long- range reader will be installed to open automatically for approved city vehicles which are already equipped with long-range access cards. Costs for this change order were anticipated in the project budget but the detailed design (or associated costs) was not known when the contract was approved. FINANCIAL IMPLICATIONS: Per the City's Procurement Policy, if the total of all change orders exceeds $100,000 or 10% of the original contract, the City Council must approve the change order. The City Council approved a contract with Security Central on December 17, 2018 in the amount of $168,602.21. Therefore, change orders totaling 10% or more of this amount ($16,860.22) are required to be approved by the City Council. Two change orders (No. 1 and No. 2) were approved by staff.These two totaled $15,073.66 and, thus, did not meet the 10% threshold. The third change order, in the amount of $9,240.52 was inadvertently approved by staff in April 2019 and documentation sent to the contractor. These changes have been installed. Change Order No. 4, in the amount of $17,814.56 has not yet been approved or installed. Change Order Amount Accumulated Amount Change Order No. 1 $8,904.00 $8,904.00 Change Order No. 2 $6,169.66 $15,073.66 Change Order No. 3 $9,240.52 $24,314.18 Change Order No. 4 $17,814.56 $42,128.74 Staff is requesting that City Council approve Change Order No. 3 and Change Order No. 4 at this time, in accordance with the City's Procurement Policy. A verification system for future change orders has been implemented so that this situation does not occur again. ALTERNATIVES: These items are necessary to provide secured access to the Police Building and the secured parking lot. CONCLUSION: Staff recommends approving the attached change orders in the amount of $9,240.52 (Change Order No. 3) and $17,814.56 (Change Order No. 4) with Security Central, Inc. ATTACHMENTS: Change Order Summary Contract Approval Summary May 2019 Police Headquarters Fund Balance Report Change Order No. 3 documentation Change Order No. 4 documentation Page 39 of 192 Contract Summary - Security Central, Inc. Base Contract Amount $168,602.21 Change Order No. 1 $8,904.00 $8,904.00 $177,506.21 Initial programming & setup of card access system; not included in original bid Change Order No. 2 $6,169.66 $15,073.66 $183,675.87 Addition of two doors to keyless entry system & misc. wiring/hardware Change Order No. 3 $9,240.52 $24,314.18 $192,916.39 Provide & install two delayed egress crash bars for the sally port (per Fire Marshall requirement) and wireless door release switches in Records area Change Order No. 4 $17,814.56 $42,128.74 $210,730.95 Provide & install keyless entry system to parking lot (2 vehicles gates & 1 man gate) Total $42,128.74 $16,860.22 Description Max. staff change order authorization (10% of original contract) = Accumulated Total Change Order Amount Change Order Amount Accumulated Total Contract Amount Page 40 of 192 Contract Approval Summary V10/25/2017 Page | 1 Contact Identification Information (to be completed by the City Clerk) ID number: Authorizing Resolution/Ordinance: Recording Information: City Contact Information Staff Contact Person: Maria D’Andrea Phone: 303-762-2506 Title: Director of Public Works Email: mdandrea@englewoodco.gov Vendor Contact Information Vendor Name: Security Central, Inc. Vendor Contact: Mike Carvill Vendor Address: 7100 S Clinton St. Vendor Phone: 303-721-0111 City: Centennial Vendor Email: mikec@securitycentralinc.com State: CO Zip Code: 80112 Contract Type Contract Type:Contractural Services Description of ‘Other’ Contract Type: Description of Contract Work/Services: Attachments: ☐Contract -- ☐Original ☐Copy ☐Addendum(s) ☐Exhibit(s) ☐Certificate of Insurance Summary of Terms: Start Date: Dec. 17, 2018 End Date: Dec. 16, 20212 Total Years of Term: 3 Total Amount of Contract for term (or estimated amount if based on item pricing): $ If Amended: Original Amount $168,602.21 Amendment Amount $42,128.74 Total as Amended: $210,730.95 Renewal options available: Payment terms (please describe terms or attach schedule if based on deliverables): All payments to Consultant are contingent on Consultant’s satisfying the deliverables/milestones set forth in the Statement of Work. Payment shall be made upon city’s written confirmation to Consultant that the deliverables/milestones have been satisfied. Attachments: Furnish and install keyless entry system, card readers, and burglar alarm system in specific areas of the new Police Headquarters Building. Page 41 of 192 Contract Approval Summary V10/25/2017 Page | 2 ☐Copy of original Contract if this is an amendment ☐Copies of related Contracts/Conveyances/Documents Source of funds (Insert Excel Document Image): Attachment (For Capital Items Only / Expense Line Item Detail is Located in Open Gov): ☐Prior Month-End Project Status and Fund Balance Report Process for Choosing Vendor: ☐Bid: ☐ Bid Evaluation Summary attached ☐ Bid Response of proposed awardee ☐RFP: ☐ RFP Evaluation Summary attached ☐ RFP Response of proposed awardee ☐Quotes: Copy of Quotes attached ☐Sole Source: Explain Need below ☐Other: Please describe CAPITAL ONLY A B C 1 = A-B-C Capital Operating Year Tyler / New World Project # / Task#Fund Division Object Line Item Description Budget Spent to Date Contract Amount Budget Remaining O 2018 EPD HQ 34 1001 003 Technology and Equipment 261,703.00$ 209,408.00$ 42,128.74$ 10,166.26$ O 2019 -$ -$ -$ -$ Total by Fund and Current Year 261,703.00$ 209,408.00$ 42,128.74$ 10,166.26$ C 2019 -$ -$ -$ -$ O 2019 -$ -$ -$ -$ Total by Fund and Next Year -$ -$ -$ -$ Grand Total 261,703.00$ 209,408.00$ 42,128.74$ 10,166.26$ NOTES (if needed): For Operating Expense Line Item Detail, please review information provided in OpenGov. For Capital items, please review Attachment - Prior Month Project Status and Fund Balance Report CAPITAL & OPERATING EXPENSE Page 42 of 192 A B C A+B+C D E D+E A+B+C-D-E Fund Bal.Budget New World Project Carry Fwd.2019 BUDGET Amend REVISED 2019 2019 TOTAL APPROP. Project Task #PROJECT End Date 12/31/2018 Approp.Amendments Notes BUDGET EXPEND.ENCUMB.EXP. AND ENC.BALANCE 34 1101 001 Police Building Administration Ongoing 239,531.62 - 40,924.44 280,456.06 143,573.25 136,882.81 280,456.06 - 34 1101 002 Police Building Construction Ongoing 4,234,362.75 - 597,634.00 4,831,996.75 2,266,927.03 1,675,934.16 3,942,861.19 889,135.56 34 1101 003 Police Building Tech & Equip Ongoing 704,397.53 - 54,925.13 759,322.66 534,816.21 224,506.45 759,322.66 - 34 1101 004 Police Building Furniture, Fixtures & Equip Ongoing 499,677.63 - 35,867.49 535,545.12 473,314.89 62,230.23 535,545.12 - 34 1101 005 Police Building Contingency Ongoing 519,388.71 3,026,625.23 (1,775,615.57) 1,770,398.37 - - - 1,770,398.37 34 1101 006 Police Armored Vehicle Ongoing (47,670.00) 67,159.77 3,953.06 23,442.83 23,442.83 - 23,442.83 - 34 1101 007 Fox Building Annex 2019 - 1,694,234.00 (300,000.00) 1,394,234.00 - - - 1,394,234.00 34 1101 008 Police Records Management System 2019 (79,470.94) 530,156.71 85,190.00 535,875.77 8,339.29 527,536.48 535,875.77 - 34 1101 009 Police Radio System 2019 (475,912.55) 504,382.10 120.45 28,590.00 22,895.00 5,695.00 28,590.00 - 34 1101 010 Other Police Equipment 2019 (69,654.00) 74,732.06 146,715.00 151,793.06 - - - 151,793.06 34 1101 011 Parking Lot Canopies & Equipment 2019 - - 749,236.00 749,236.00 - 749,236.00 34 1101 012 Jefferson Fire Station Sprinkler System 2019 - - 180,000.00 180,000.00 - 180,000.00 34 1101 013 Ballistic Film 2019 - - 181,050.00 181,050.00 - 181,050.00 TOTAL 5,524,650.75 5,897,289.87 (0.00) - 11,421,940.62 3,473,308.50 2,632,785.13 6,106,093.63 5,315,846.99 Distribution: 2019 Actual 2019 Est Remaining Expenditures (from above)6,106,093.63 K. Engels, Finance J. Nolan, Revenue Revenues: Net income (loss)(5,967,170.12) D. Hargrove, Library B. Power, CD Interest Income 138,923.51$ 138,923.51$ -$ Fund Balance - 1/1/18 11,421,940.62 D. Lee, Recreation B. Spada, Recreation Total revenues 138,923.51 138,923.51 - Plus: Remaining Revenue Balance - P. Weller, PW Less: Appropriation Balance (5,315,846.99) Less: Proj Bal Adj for Negative - Fund Balance - unappropriated 138,923.51$ POLICE HEADQUARTERS FUND PROJECT STATUS AND FUND BALANCE REPORT May 31, 2019 2019 ACTIVITY POLICE BLDG-19.xlsx 6:38 PM 6/18/2019 Page 43 of 192 Page 1 of 7 care@securitycentralinc.com 303-721-011 |303-721-6490 Fax 7100 S.Clinton St.#200, Centennial,CO,80112 Project Proposal Proposal #:11492-1-3 Project Title: Delayed Egress Bars and Remote Release for Records Prepared For: C/O CBRE:Donovan Nolan City of Englewood Police Department 3615 S Elati St. Englewood,CO,80110 donovan.nolan@cbre.com (970)471-9478 Proposal Date: April 3,2019 Proposal By: Mike Carvill C.A.R.E.Consultant MikeC@SecurityCentralinc.com 303-931-2315 Page 44 of 192 care@SecurityCentralInc.com |303-721-0111 |303-721-6490 Fax |7100 S.Clinton St.#200 |Centennial,CO 80112 Page 2 of 7 Keyless Entry:$9,240.52 This change order is for the installation of two delayed egress crash bars for the sally port and two door release switches at each desk in the Records area. Security Central will install two delayed egress crash bars which will allow for free egress,with or without proper credentials,from the drive-through sally port area of the police department.These bars will be installed on door 161A and Door 184C,per the request of the local authority having jurisdiction (AHJ)in order to allow for egress in the event of an emergency or power outage.These bars will allow for egress after 15 seconds and will sound an audible alert when activated.If exit with proper credentials is desired,the delayed egress and audible warning will be bypassed and the door will operate normally as long as proper card and code are presented. Security Central will also install wireless door release switches for the four desks in the records area.These release switches will allow staff to remain at their desks and "buzz"in guests to the secure stairwell and secure elevator. Equipment: QTY Description Location 2 Delayed Egress Crash Bar for Sally Port Man Doors (Exterior)Door #161A and Door #184C per Request of Authority Having Jurisdiction (AHJ) 4 Wireless Transmitter At records desks 1 Inovonics/Honeywell Commercial Wireless Receiver At alarm panel 1 Addressable Relay Module Relay for Security to Keyless Entry 8 RU-909SMOW Release switches (one for stairwell and one for elevator)for each desk Labor: QTY Description 15 Security Tech Labor Project Mgt. Equipment Subtotal $7,755.24 Labor Subtotal $1,485.28 Keyless Entry SubTotal $9,240.52 Other Information •Additional detection coverage and protective services are available for an additional fee. Page 45 of 192 care@SecurityCentralInc.com |303-721-0111 |303-721-6490 Fax |7100 S.Clinton St.#200 |Centennial,CO 80112 Page 3 of 7 Services Agreement This Agreement is dated April 3,2019 between Security Central,Inc.(the "Company"or "we")and you ("you"or the "Customer").This Agreement covers the system(s)listed on the attached "Proposal"or “Purchase Order”or any existing system(s)the Company takes over from another company (collectively,the "System")and any services requested below for the following location and any additional locations at which Customer requests and accepts services from Company (collectively,the "Premises"). The Company has written this Agreement in simple,easy-to- read language because it wants the Customer to understand it. Please feel free to ask any questions. Service Location: Billing Location: Proposal No:11492-1-3 Proposal Date:April 3,2019 City of Englewood Police Department3615 S Elati St. Englewood CO,80110 donovan.nolan@cbre.com City of Englewood Police Department 3615 S Elati St. Englewood CO,80110 Summary:This Agreement is a legal document and is necessary because we live in a litigious society. But we believe in being as simple,open,and honest as possible. Therefore,we would like to provide a brief summary of some of the important issues addressed in the following pages. 1.You are choosing to purchase the security products and services listed below to help reduce and manage,but not eliminate,your risks in a dangerous world. You agree to subscribe to our services for the full initial term of this Agreement;and we have based our pricing on your promise to do so. 2.Your System is one minor part of your total risk management program.Therefore,your expectation of our liability needs to be equally small. You can purchase more security such as armed guards and additional insurance if you feel your situation warrants more protection. 3.Alarm systems are intended to detect damaging events,but they do not prevent the damage from occurring. You pay your insurance company to insure you against losses such as theft,fire,flood,etc.But your insurance company or others may try to sue us for damages or losses at your property. You agree to protect us from them doing so. Services Purchased Systems Services Keyless Entry Total Investment $9,240.52 $9,240.52 Keyless Entry Total Monthly Services $0.00 $0.00 Page 46 of 192 care@SecurityCentralInc.com |303-721-0111 |303-721-6490 Fax |7100 S.Clinton St.#200 |Centennial,CO 80112 Page 4 of 7 Services Details Subject to the Terms and Conditions herein set forth: Installation/Purchase. The Company agrees to sell the System and the Customer agrees to pay for it. The Company will own the System until the Customer does so.After that,the Customer will own the System except for the transmitting software and any radio communication equipment,which contain the Company's proprietary data and which the Company will always own. The Company agrees to install the System and the Customer agrees to pay the installation charge.The Company assumes no responsibility for any delay in installation. The Customer must furnish all power,lighting,and communications equipment and infrastructure that is needed for the System to operate properly. The Customer must pay all power,internet,phone/cellular communications,and/or other utility charges. If the System includes video cameras and/or audio recording,the Customer agrees to (i)comply with all privacy rights and laws and not permit the System to be used where any person may have a reasonable expectation of privacy or in any unlawful manner;(ii)inform all persons on the Premises that they may be monitored by video/audio equipment;and (iii)use the System exclusively for security and/or management purposes. The Customer must notify the Company of any hazardous materials or other environmental concerns at the Premises which could affect the Company’s work or personal safety of workers and/or occupants.The Customer must notify the Company in writing of any problems with the System installation within 30 days after the installation.See Section 3 for additional details on Limited Warranty.The Customer must pay for any additions or changes to the System beyond those shown on the Proposal. Terms &Conditions 1.LIMITATION OF THE COMPANY’S LIABILITY. IF THE COMPANY IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO ITS NEGLIGENCE,GROSS NEGLIGENCE (TO THE EXTENT PERMITTED BY INDIVIDUAL STATE LAW),OR THE FAILURE TO PERFORM ITS OBLIGATIONS IN THIS AGREEMENT, INCLUDING INSTALLING,MONITORING,REPAIRING OR TAKING OVER THE SYSTEM,IN ANY RESPECT AT ALL,THE COMPANY’S MAXIMUM LIABILITY WILL BE THE GREATER OF $1,000 OR SIX (6)MONTHS OF MONITORING SERVICE FEES PAID.THE COMPANY WILL ASSUME A GREATER LIABILITY,BUT ONLY FOR AN ADDITIONAL CHARGE TO BE AGREED UPON BY THE CUSTOMER AND THE COMPANY.IF THE COMPANY DOES SO,A RIDER WILL BE ATTACHED TO THIS AGREEMENT.THE COMPANY EXPRESSLY DENIES ALL LIABILITY FOR ANY OTHER LOSS OR DAMAGE WHICH MAY OCCUR PRIOR TO,AT OR AFTER SIGNING THIS AGREEMENT.THIS INCLUDES LIABILITY BASED ON CONTRACT,TORT,NEGLIGENCE,WARRANTY (INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE)AND ANY OTHER THEORY OF LIABILITY.THIS EXCLUSION SPECIFICALLY COVERS LIABILITY FOR:LOST PROFITS;LOST OR DAMAGED PROPERTY;LOSS OF USE OF PROPERTY OR THE PREMISES;GOVERNMENTAL FINES AND CHARGES;AND THE CLAIMS OF THIRD PARTIES. ALSO COVERED BY THIS EXCLUSION ARE THE FOLLOWING TYPES OF DAMAGES:DIRECT,INDIRECT,SPECIAL,INCIDENTAL,CONSEQUENTIAL (DAMAGES THAT RESULT FROM AN ACT,BUT DO NOT DIRECTLY RELATE TO THE ACT)AND PUNITIVE (DAMAGES USED TO MAKE AN EXAMPLE OF SOMEONE). THE CUSTOMER ACKNOWLEDGES THAT,FOR AN ADDITIONAL FEE,THE CUSTOMER MAY OBTAIN ADDITIONAL PROTECTION FOR THE PREMISES, INCLUDING ALTERNATE ALARM COMMUNICATION METHODS. 2.Insurance.The Customer understands that THE COMPANY IS NOT AN INSURER.The Customer is responsible for obtaining all insurance the Customer thinks is necessary,including coverage for personal injury and property damage.The payments the Customer makes under this Agreement are not related to the value of the Premises or the Customer’s possessions,but rather are based on the cost of the System and the Company’s services. The Customer releases the Company from any liability for any event or condition covered by the Customer’s insurance. The Customer understands that the System is designed to reduce,but not eliminate,certain risks.The Company does not guaranty that the System will prevent personal injury,unauthorized entrances or fire and smoke damage to the Premises.The Company assumes no liability for those risks. 3.Limited Warranty.(a)For 12 months from the date of this Agreement,or as long as Extended Warranty/Repair Services are purchased,the Company warrants that if any part of the System installed by the Company does not work because of a defect or because of ordinary wear and tear,the Company will repair or replace that part at no charge to the Customer.The Company may use reconditioned parts in making repairs,but the Company warrants the replacement parts only for the remainder of the warranty period. This limited warranty does not cover batteries in wireless devices or existing system components,nor does it apply if the System has been damaged by acts beyond the Company’s control.Such acts include accidents,power surges,misuse,lack of proper maintenance,unauthorized changes or acts of God (including lightning,fires, earthquakes,tornadoes,hurricanes,floods,etc.). The Customer must notify the Company of any problem the Customer claims the Company’s limited warranty covers within the warranty period.The Company will repair the problem as soon as it reasonably can after it receives the Customer’s notice. (b)This limited warranty is the only warranty the Company makes,is made only if the Company installed the System,and takes the place of all other warranties whether express or implied.NO EXPRESS OR IMPLIED WARRANTIES EXTEND BEYOND THE FACE OF THIS AGREEMENT.THE COMPANY MAKES NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Company does not promise that the System or the services cannot be compromised or that they will always provide the intended signaling,monitoring or other service. If a court decides the Company has given the Customer any implied warranty,it will extend only for the length of the limited warranty period. Some states do not allow limitations on how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages,so the above limitation or exclusion may not apply to the Customer.This limited warranty gives the Customer specific legal rights.The Customer may also have other legal rights that vary from state to state. 4.Customer’s Protection of Company.This Agreement is intended only for the Customer’s benefit.Therefore,the Customer agrees to protect/indemnify,defend and release the Company and the Company’s related parties from liability against all third party claims or losses (including reasonable attorneys’fees)brought against the Page 47 of 192 care@SecurityCentralInc.com |303-721-0111 |303-721-6490 Fax |7100 S.Clinton St.#200 |Centennial,CO 80112 Page 5 of 7 Company which relate to the System or the services the Company provides.The Company’s related parties include the Company’s employees,agents and subcontractors. This protection/indemnity covers claims brought against the Company by the Customer’s insurance company.It also includes claims arising under contract,warranty, negligence,or any other theory of liability. The Customer’s duty to protect/indemnify the Company,however,does not apply to claims based on injuries to third parties or to their property that occurred while the Company’s employees were on the Premises and which were caused solely and directly by those employees. In case of any third party claim or loss covered by the Customer’s insurance,the Customer agrees not to look to the Company or the Company’s related parties for reimbursement.The Customer waives any rights that the Customer’s insurance carrier or others claiming through the Customer may have against the Company or the Company’s related parties. 5.The Customer’s Agreements.The Customer has the authority to sign this Agreement and in doing so will not violate any other agreement.The Customer is not aware of any hazardous conditions on the Premises. The Customer agrees to prevent false alarms and assume responsibility for them.If the Company notifies the Customer of a malfunction,the Customer will disconnect the System until the Company can repair it.In the event that the Customer is unwilling or unable to disconnect the System to prevent excessive signals from being transmitted to the Company,the Company will have the right to charge the Customer $1.00 per signal received in excess of 20 signals within a 24-hour period. The Customer will not tamper or interfere with the System,nor permit others to do so.The Customer agrees that the Company can record and use all communications with the Customerer and/or the Customer’s representatives in the normal course of the Company’s business. The Customer will test the System at least once a month,as well as when changes are made to its communication services or the Premises.The Customer will immediately notify the Company of any problems with the System.The Customer agrees that the Company can make program changes to the Company’s proprietary data located in the transmitting device. The Customer will pay the Company its then-current charges for doing any work not covered by this Agreement,including paying the Company’s minimum service charge if the Company cannot enter the Premises at the scheduled time.The Customer’s obligations continue even if the Customer sells or leaves the Premises. 6.The Customer’s Default.If the Customer fails to perform its obligations,the Company will give the Customer written notice of default.If the Customer does not fix the default within 30 days,the Company can end this Agreement.If the Company ends this Agreement,the Customer must pay the Company:(a)all amounts then due;(b) 90%of the amount due the Company for the remainder of this Agreement (as an agreed-upon amount of damages and not as a penalty);and (c)the Company’s reasonable collection costs,including attorneys’fees. If this Agreement is ended,the Company does not have to provide any service,including monitoring,after that date.In addition,the Company can peacefully enter the Premises and remove its equipment.If the Company waives any default by the Customer,that does not mean the Company waives later defaults.Any waiver by the Company must be in writing. The Customer grants the Company a security interest in any property the Company installs on the Premises in order to secure payment of the purchase price or performance under the lease.The Customer must return such property if it does not fully pay for it.If the Customer does not return such property,the Company will ask a court to force the Customer to do so.The Company has the rights of a secured party under the Uniform Commercial Code. 7.System Charges.The Customer agrees to obtain all licenses and pay all taxes,fines and other assessments,including sales taxes.The Company’s fees are based upon existing taxes and charges,and the Company can increase the Company’s fees to reflect changes in these taxes or charges. After the initial Term of this Agreement,the Company can increase the Company’s fees by a cumulative annual amount of up to 8%,in addition to any increases due to taxes or charges. 8.Transfers.The Customer cannot transfer this Agreement without the Company’s consent.However,the Company can transfer this Agreement or subcontract its obligations without the Customer’s consent.If the Company does so,anyone to whom the Company transfers or subcontracts its obligations will have all of the Company’s rights.The Company is not responsible,however,for any work,including monitoring,which is done negligently by any third party. 9.Notices;Limitation on Lawsuits;Jury Trial.Unless otherwise indicated,all notices must be in writing.The Customer or the Company may end any portion of this Agreement by notifying the other party at least 30 days prior to the end of the then-current term.It is critical that the Customer give any termination notice in a timely manner. The Customer must bring any claim against the Company within 1 year after the claim arose.If the Customer does not,the Customer has no right to sue the Company and the Company has no liability to the Customer for that claim.It is critical that the Customer bring any claim in a timely manner. The provisions of this Agreement which apply to any claim remain in effect even after this Agreement ends.THE COMPANY AND THE CUSTOMER BOTH GIVE UP THEIR RIGHT TO A JURY TRIAL. 10.Miscellaneous.This Agreement contains the entire understanding between the Customer and the Company and replaces any other documents or discussions the Company previously had with the Customer.This Agreement is not binding on the Company until the Company or its authorized agent signs it or begins installation or service.This Agreement is governed by Colorado law.Electronic signatures are binding on the parties. If the Company does not approve this Agreement,the Company’s only obligation is to refund any payments the Customer has made.Any equipment or services the Company provides to the Customer in the future are subject to the terms of this Agreement,as so amended.This Agreement cannot be changed except by a writing that both the Customer and the Company sign. If any provision of this Agreement is found to be invalid,the remaining provisions are still effective.The word “including”means “including without limitation.”Except for monitoring,the Company will only do work during the Company’s normal business hours of 8:00 a.m.to 5:00 p.m.on weekdays,excluding holidays the Company observes. All schedules and attachments are a part of this Agreement. Page 48 of 192 care@SecurityCentralInc.com |303-721-0111 |303-721-6490 Fax |7100 S.Clinton St.#200 |Centennial,CO 80112 Page 6 of 7 Customer Acceptance Delayed Egress Bars and Remote Release for Records #11492-1-3 EFT Payment Authorization As duly authorized signer on the financial institiution account indentified below,I authorize Security Central Inc.to perform scheduled electronic fund transfer debits and/or credits from my account identified below for payments due in advance: [ ]Monthly [ ]Quarterly [ ]Annually Bank Account #/CC # Exp Date: CSV Code: CC Zip Code Bank Name and Routing Number (or attach voided check) Monitoring Notification List For monitoring service customers,please complete the Notification list below.This notification list is the instructions we will follow when we receive an alarm signal from your location.Please provide atleast two contact people with all available contact information and password.Contact us if you need assistance completeing the Notification List. Notification List Name Hm/Wk/Cell Phone #Email Password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ity of Englewood SECURITY CENTRAL,INC. Mike Carvill Customer Printed Name Title Security Central Representative Customer Authorized Signature Date Security Central Inc.Authorized Signature Page 49 of 192 Page 1 care@securitycentralinc.com 303-721-011 |303-721-6490 Fax 7100 S.Clinton St.#200, Centennial,CO,80112 Project Proposal Proposal #:11492-1-4 Project Title: v5 Keyless Entry Installation and Hosting Prepared For: Attention:Audra Johnson City of Englewood Police Department 3615 S Elati St. Englewood,CO,80110 audra.johnson@cbre.com (312)636-6986 Proposal Date: June 28,2019 Proposal By: Mike Carvill C.A.R.E.Consultant MikeC@SecurityCentralinc.com 303-931-2315 Page 50 of 192 care@SecurityCentralInc.com |303-721-0111 |303-721-6490 Fax |7100 S.Clinton St.#200 |Centennial,CO 80112 Page 2 Introduction Thank you for the opportunity to submit the attached proposal.At Security Central,we take the safety and security of our clients very seriously.Therefore,we listen carefully to the individual concerns and needs of each client so that we can recommend customized solutions to meet those needs. We have prepared the attached proposal in response to the information you have provided to us.The proposal represents our professional recommendations based on our understanding of your security objectives,desires,and budget.However,if you would like us to modify the scope or design of the recommendations in any way,we would be happy to provide a revised proposal. We recognize that you are entrusting us with the things that matter most to you.Therefore,we pledge to do all we can to C.A.R.E.for your personal safety and peace of mind. Sincerely, Mike Carvill About Me Mike Carvill C.A.R.E.Consultant Mike’s seven years as a police officer and S.W.A.T.team member have given him a perspective on safety and security that is priceless. While Mike loved helping people as a police officer,he ultimately realized he could serve people more effectively by helping them avoid becoming a victim of crime rather than collecting evidence after a tragic incident. Therefore,Mike is passionate about helping people assess and address their security and safety risks at their businesses or homes so they never have to be the subject of another crime report. Page 51 of 192 care@SecurityCentralInc.com |303-721-0111 |303-721-6490 Fax |7100 S.Clinton St.#200 |Centennial,CO 80112 Page 3 Keyless Entry:$16,066.78 This proposal is for Phase 2 of the police department construction and the addition of gate control for three new gates (2 vehicle and 1 man)to the existing keyless entry system for the City of Englewood Police Department.This installation will be similar to the recent installation at the City of Englewood Service Center.A gooseneck reader will be installed to allow for manual entry via card OR code and a long-range reader will be installed to open automatically for approved city vehicles which are already equipped with long-range access cards. EXCLUSIONS: -Electrical/power work,trench work,underground conduit and all gate fabrication/control/support/maintenance -Customer/Customer's vendor will provide all pathways for keyless entry wiring in standalone conduit from building to gate location as well as all conduit from main pathway to motors,gate connections,etc.Security Central requests minimum 1-inch conduit at all locations. -All wiring will be provided by other contractor,including wire pull from head-end to device locations. Equipment: QTY Description Location 1 Pro3200 Access Controller w/Cabinet &Pwr Supply Location TBD 2 Dual Reader Board with Pro3200 4 12V 7.5AH Battery with power supply 2 Long Range Reader (Pole Mounted)Gate #1 and Gate #2 2 Tie-in Existing Detection Devices and Test for Proper Operation Tie-in with gate control and infrastructure provided by other contractor 2 Goose Neck Pole for Gate Entry (With Mount for Long-Range Reader) Gate #1 and Gate #2 2 ProxPro Reader w/Keypad for Card OR Code Reader with option for code OR card at gates for manual entry 1 Conduit Pull wire through conduit provided by other contractor 1 4 Amp Access Power Supply -8 Outputs with Pro3200 1 Dispatch Control Integration All tie-in components and dispatch control infrastructure is provided be other vendor Supplies &Materials: QTY Description 1 Access Control Wire &Misc.Hardware Monthly Recurring: Description Monthly Recurring Ext.Price EasyAccess Hosting &Support Service ($10/reader)$40.00 Equipment Subtotal $8,033.55 Labor Subtotal $6,608.97 Supplies &Materials SubTotal $1,424.26 Keyless Entry SubTotal $16,066.78 Monthly Recurring Subtotal $40.00 Page 52 of 192 care@SecurityCentralInc.com |303-721-0111 |303-721-6490 Fax |7100 S.Clinton St.#200 |Centennial,CO 80112 Page 4 Man Gate Card Reader Addition:$1,101.22 Equipment: QTY Description Location 1 ProxPro Reader w/Keypad for Card AND Code Add card reader to man gate on exterior wall of parking area Monthly Recurring: Description Monthly Recurring Ext.Price EasyAccess Hosting &Support Service $10.00 Equipment Subtotal $309.22 Labor Subtotal $792.00 Man Gate Card Reader Addition SubTotal $1,101.22 Monthly Recurring Subtotal $10.00 Other Information •Additional detection coverage and protective services are available for an additional fee. •All equipment installed by Security Central is warranted for one year unless extended warranty/maintenance services are purchased. Company provides no warranty of existing equipment. •Installation of conduit,high-voltage electrical connections,and phone/internet services are EXCLUDED from this proposal unless specifically noted in scope of work. •Customer must provide unobstructed access to system areas for installation and servicing of devices. Customer must dedicate adequate personnel and equipment resources to ensure that all furniture,merchandise,and equipment are moved away from system device locations. Additional trip charges and labor charges may apply if device areas are not accessible at scheduled time. •System uses a web-based software platform. Therefore,Customer must supply internet connection with available static I.P.address(es)for system equipment. Customer is responsible for all computer network hardware and programming to enable remote web-based connection to system equipment. •A fire alarm interface is required when magnetic locks are used. Equipment and labor for such interface is EXCLUDED from this proposal unless Security Central monitors and maintains your fire alarm system. Customer must contact your fire system servicing company for installation and programming of required fire alarm interface. •The web-hosted communication software requires a Public Static I.P.address for each access control panel. Customer must furnish the required I.P.addresses. If Customer does not have available Public Static I.P.address, Security Central can provide I.P.Address Hosting service for $10.00/month per control panel. Page 53 of 192 care@SecurityCentralInc.com |303-721-0111 |303-721-6490 Fax |7100 S.Clinton St.#200 |Centennial,CO 80112 Page 5 Services Agreement This Agreement is dated June 28,2019 between Security Central,Inc.(the "Company"or "we")and you ("you"or the "Customer").This Agreement covers the system(s)listed on the attached "Proposal"or “Purchase Order”or any existing system(s)the Company takes over from another company (collectively,the "System")and any services requested below for the following location and any additional locations at which Customer requests and accepts services from Company (collectively,the "Premises"). The Company has written this Agreement in simple,easy-to- read language because it wants the Customer to understand it. Please feel free to ask any questions. Service Location: Billing Location: Proposal No:11492-1-4 Proposal Date:June 28,2019 City of Englewood Police Department 3615 S Elati St. Englewood CO,80110 audra.johnson@cbre.com City of Englewood 1000 Englewood Pkwy Englewood CO, Summary:This Agreement is a legal document and is necessary because we live in a litigious society. But we believe in being as simple,open,and honest as possible. Therefore,we would like to provide a brief summary of some of the important issues addressed in the following pages. 1.You are choosing to purchase the security products and services listed below to help reduce and manage,but not eliminate,your risks in a dangerous world. You agree to subscribe to our services for the full initial term of this Agreement;and we have based our pricing on your promise to do so. 2.Your System is one minor part of your total risk management program.Therefore,your expectation of our liability needs to be equally small. You can purchase more security such as armed guards and additional insurance if you feel your situation warrants more protection. 3.Alarm systems are intended to detect damaging events,but they do not prevent the damage from occurring. You pay your insurance company to insure you against losses such as theft,fire,flood,etc.But your insurance company or others may try to sue us for damages or losses at your property. You agree to protect us from them doing so. Services Purchased Systems Services Keyless Entry Man Gate Card Reader Addition Total Investment: $16,066.78 $1,101.22 $17,814.56 Keyless Entry Man Gate Card Reader Addition Total Monthly Services: $40.00 $10.00 $50.00 *Estimated sales tax of $646.56 included above* Minimum Initial term for Recurring Services 12 months Page 54 of 192 care@SecurityCentralInc.com |303-721-0111 |303-721-6490 Fax |7100 S.Clinton St.#200 |Centennial,CO 80112 Page 6 Services Details Subject to the Terms and Conditions herein set forth: Installation/Purchase. The Company agrees to sell the System and the Customer agrees to pay for it. The Company will own the System until the Customer does so.After that,the Customer will own the System except for the transmitting software and any radio communication equipment,which contain the Company's proprietary data and which the Company will always own. The Company agrees to install the System and the Customer agrees to pay the installation charge.The Company assumes no responsibility for any delay in installation. The Customer must furnish all power,lighting,and communications equipment and infrastructure that is needed for the System to operate properly. The Customer must pay all power,internet,phone/cellular communications,and/or other utility charges. If the System includes video cameras and/or audio recording,the Customer agrees to (i)comply with all privacy rights and laws and not permit the System to be used where any person may have a reasonable expectation of privacy or in any unlawful manner;(ii)inform all persons on the Premises that they may be monitored by video/audio equipment;and (iii)use the System exclusively for security and/or management purposes. The Customer must notify the Company of any hazardous materials or other environmental concerns at the Premises which could affect the Company’s work or personal safety of workers and/or occupants.The Customer must notify the Company in writing of any problems with the System installation within 30 days after the installation.See Section 3 for additional details on Limited Warranty.The Customer must pay for any additions or changes to the System beyond those shown on the Proposal. Take Over. The Company agrees to take over the monitoring and/or servicing of the Customer's existing System and the Customer agrees to pay the charge for taking it over. The Customer represents that it owns the System. After the take over,the Company will always own the transmitting software and any radio communication equipment which may be added by the Company,which contain the Company's proprietary data. Company provides no warranty for existing System equipment. Company reserves the right to terminate this Agreement in the event Company determines that the System is not in good operating condition or cannot be easily taken over by Company. Monitoring. The Company agrees to monitor valid signals from the System for an initial term of 12 months from the date of activation of Services.The Customer agrees to pay the Company all fees due during that initial term. After the initial term,the monitoring services will automatically renew for successive monthly terms. Once the Company receives an alarm signal,the Company will try to notify,via telephone or other electronic means,the person(s)and/or agency(s) identified on the Customer's Notification List. However,the Company will not notify anyone if it reasonably believes that notification is not required. The Customer agrees to give the Company a completed Notification List and to update it as necessary. The Company is entitled to rely solely on the Customer's Notification List. The Company is not responsible for trying to contact anyone else. The Customer understands that the System requires a communication medium to transmit any signals to the Company’s monitoring center. The Customer must purchase and maintain the communication medium(s)that the Customer desires the System to use,i.e.analog telephone line,cellular, radio,or internet communication. The Customer is responsible for maintaining all related communications equipment and power for that equipment The Customer understands that the System is a non-supervised reporting device and no form of monitoring is error-free. If the transmission medium for delivery of alarm signals,video images,voice,or other communications from your System to the Company’s monitoring center is incompatible with the System or is inoperative,circumvented,compromised,or interrupted in any way,there is no indication of this fact at the monitoring facility. The Customer also understands that the Company is not responsible for any interruption of service due to any cause beyond the Company's control,such as faulty communication services or any damage or destruction to the Company's equipment or facilities. The Company is not required to supply monitoring service to the Customer while such interruption continues. If the Customer requests,however,the Company will give the Customer a pro-rata refund if the interruption lasts more than 24 hours and is due to any damage or destruction to the Company's equipment or facilities.The Customer understands: (i)how the System communicates with the monitoring facility;(ii)that any change in the System's communication equipment and/or service may disrupt these communications;and (iii)that for an additional fee,Customer may obtain further protection for the Premises,including alternate and redundant communication services. If the Customer elects to receive electronic notification of signals and/or events via email,text message,app push notification,or other electronic means,the Customer understands and acknowledges that such electronic communication is subject to delay or complete failure due to factors outside the control of the Company. The Company may not know whether the notice was delivered successfully to the Customer. The Customer releases the Company from any liability resulting from the delay,malfunction,or failure of any such notice. The Customer understands that some local municipalities require licenses or permits for the use and/or monitoring of Systems and that the Customer is solely responsible for determining and complying with such requirements. The Customer shall notify the Company of any local municipal requirements or changes that may affect the Company’s performance of services. The Customer understands that (i)many law enforcement and fire response jurisdictions (“First Responders”)have specific requirements that must be satisfied before their personnel will respond to an alarm such as having a valid permit on file,making multiple attempts to contact Customer representatives,and/or verifying the validity of the alarm by private investigation or other electronic means;(ii)First Responders may not respond to your Premises after notice to First Responders of receipt of an alarm signal by Company unless there is independent confirmation of a crime or emergency at your Premises;(iii)if necessary,Customer is solely responsible for engaging a professional service or personal representatives to provide additional on- site verification of alarms at your Premises;(iv)all expenses related to on-site verification shall be borne by the Customer;(v)Company will make whatever efforts it feels is appropriate to verify the validity of an alarm prior to notifying First Responders such as calling,emailing,or text messaging the contacts on the Customer Notification List prior to notifying First Responders of a burglary alarm;(vi)unless required by law,Company will not notify First Responders of any alarm signal if Company receives an electronic or verbal cancel/abort code,verbal advice to disregard the alarm signal by any of your representatives on the Customer Notification List,or video images that indicate no obvious criminal activity occurring at the Premises;and (vi)Company’s efforts to notify First Responders or Customer Notification List shall be satisfied by advice electronically or by telephone to any person answering the phone at the provided numbers or by leaving a message on an automated message recording device. The Customer acknowledges and agrees that all signals,video images,audio and voice communications,information and documentation related to the monitoring services are the sole and exclusive property of the Company and Company has the right to use,delete,erase,destroy,etc.said records at any time without notice to the Customer. Upon receipt of written request by Customer to retain any specific monitoring records prior to destruction of said records,Company will use commercially reasonable efforts to store the specific records as requested on the condition that Customer pays all fees,costs, and expenses related to the request. EasyAccess Hosting and Support. The Company agrees to provide the Customer with remote access to Company’s third-party web-based access administration software to manage the keyless entry System noted in the attached Proposal for an initial term of 12 months from the date of activation of Page 55 of 192 care@SecurityCentralInc.com |303-721-0111 |303-721-6490 Fax |7100 S.Clinton St.#200 |Centennial,CO 80112 Page 7 Services. The Customer agrees to pay the Company the applicable hosting/support fees in advance as periodically billed. After the initial term,the hosting/support services will automatically renew for successive monthly terms. The Customer is responsible for managing all System data and operating parameters such as active card holders,automatic door locking/unlocking schedules,physical door/latch operation,etc. Customer is also responsible for maintaining all I.T.network equipment and services that the System utilizes to communicate with Company’s cloud-based software servers. The Company agrees to provide initial set-up and connection to client-provided network infrastructure to enable communication of System with Company’s cloud-based software servers. Company will also provide remote technical support via phone,email,or other communication technology supported by Company to assist Customer in use,administration,and troubleshooting of the System. Remote support services are limited to 15 minutes per month and excludes troubleshooting Customer's computer network.Any support issues requiring more than 15 minutes of technician remote assistance will be billed at Company’s then-current service rates. Page 56 of 192 care@SecurityCentralInc.com |303-721-0111 |303-721-6490 Fax |7100 S.Clinton St.#200 |Centennial,CO 80112 Page 8 Customer Acceptance v5 Keyless Entry Installation and Hosting #11492-1-4 EFT Payment Authorization As duly authorized signer on the financial institiution account indentified below,I authorize Security Central Inc.to perform scheduled electronic fund transfer debits and/or credits from my account identified below for payments due in advance: [ ]Monthly [ ]Quarterly [ ]Annually Bank Account #/CC # Exp Date: CSV Code: CC Zip Code Bank Name and Routing Number (or attach voided check) Monitoring Notification List For monitoring service customers,please complete the Notification list below.This notification list is the instructions we will follow when we receive an alarm signal from your location.Please provide atleast two contact people with all available contact information and password.Contact us if you need assistance completeing the Notification List. Notification List Name Hm/Wk/Cell Phone #Email Password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ity of Englewood SECURITY CENTRAL,INC. Mike Carvill Customer Printed Name Title Security Central Representative Customer Authorized Signature Date Security Central Inc.Authorized Signature Page 57 of 192 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Maria DAndrea DEPARTMENT: Public Works DATE: July 15, 2019 SUBJECT: Award of Contract to PLM Asphalt and Concrete, LLC for the 2019 Mill & Overlay Project DESCRIPTION: Award of Contract to PLM Asphalt and Concrete, LLC for the 2019 Mill & Overlay Project RECOMMENDATION: Staff recommends approving, by motion, a contract with PLM Asphalt and Concrete, LLC in the amount of $986,171.20, for the 2019 Asphalt Mill and Overlay Project with an allowance for a 10% contingency, if needed. PREVIOUS COUNCIL ACTION: N/A SUMMARY: The city issued an invitation for bids on June 10, 2019 and received four bids in response on June 27, 2019. The total bid from the low bidder, PLM Asphalt and Concrete, LLC, was $130,968.50 less than the Engineer's Estimate. PLM Asphalt and Concrete has successfully performed similar work for the City in the past and staff feels that they will perform this work in accordance with the city's bid documents. ANALYSIS: This project will complete the following elements: • Replacement of 62,000 square yards of the top 2 inches of asphalt pavement surface at locations shown on the attached map. The project consists of approximately 33 blocks of asphalt surface replacement. • Full depth asphalt patching, as necessary, of any fully deteriorated asphalt sections prior to completing the asphalt overlay. All work will occur in Zone 1 of the city (see attached map) and will be completed after the planned concrete replacement work and ADA ramp upgrades on the affected streets. The contract for the concrete work was awarded to Keene Concrete at the July 1 City Council meeting. Bidding & Selection Process • Plans and specifications for this project were prepared by city staff • Bids were solicited through a formal bidding process which was advertised on the Rocky Mountain BidNet site beginning on June 10, 2019. Page 58 of 192 • One (1) addendum was issued in response to questions from potential bidders. • Bids were opened and read publicly at 2:00 p.m. on June 27, 2019. • Four (4) bids were received. Project Schedule Per the contract terms, all work must be completed no later than October 31, 2019. The contractor has estimated that they will begin work in early-August. Project Communication A letter will be mailed to all affected property owners in advance of the start of construction. This letter will be shared with City Council, via the weekly Council Update, at or around the same time as the letters are mailed to property owners. Door hangers will be distributed to individual properties, by the contractor, approximately 48 hours prior to the start of work on a particular segment. FINANCIAL IMPLICATIONS: Staff issued an Invitation to Bid (ITB) on June 10, 2019. Four bids were received on June 27, 2019 as summarized below. A detailed summary of the bid results is attached. Bidder Bid Amount PLM Asphalt and Concrete. LLC $986,171.20 Chavez Construction, LLC $991,377.60 Martin Marietta Materials, Inc. $1,046,161.87 Aggregate Industries, $1,054,967.05 Engineer's Estimate $1,117,140.00 Amount under Engineer's Estimate $130,968.50 PLM's total bid was approximately 12% less than the Engineer's Estimate amount. Approval of an additional 10% contingency to PLM Asphalt and Concrete’s total bid is also recommended to account for unknowns that might be encountered on the project. This 10% will only be utilized, if necessary, to account for items not already in the plans. PLM Asphalt and Concrete Bid Amount $986,171.20 10% Contingency $98,610.00 Total Authorized Amount $1,084,781.20 The funding source is the Road and Bridge account within the Public Improvements Fund. ALTERNATIVES: An alternative would be to modify the amount of work being completed in order to expend less funds. Fewer streets would then be resurfaced. CONCLUSION: The bidding process resulted in a low bidder, PLM Asphalt and Concrete, LLC, which was $130,968.50 less than the Engineer's Estimate. Based on previous work done for the City, staff is satisfied that they will perform satisfactorily. Staff recommends awarding a contract to PLM Page 59 of 192 Asphalt and Concrete in the amount of $986,171.20 for the 2019 Asphalt Mill and Overlay Project with an allowance for a 10% contingency, if needed. ATTACHMENTS: Contract Summary Form PLM Asphalt and Concrete, LLC Contract Bid Tabulation Pavement Maintenance Zone Map 2019 Mill and Overlay Map Page 60 of 192 Contract Approval Summary V10/25/2017 Page | 1 Contact Identification Information (to be completed by the City Clerk) ID number: Authorizing Resolution/Ordinance: Recording Information: City Contact Information Staff Contact Person: Shawn Farmer Phone: (303) 762-2510 Title: Construction Manager Email: sfarmer@englewoodco.gov Vendor Contact Information Vendor Name: PLM Asphalt and Concrete, LLC. Vendor Contact: Dan Skierkiewicz Vendor Address: 3313 Moline St. Vendor Phone: (303) 287-0777 City: Aurora Vendor Email: Dskierkiewicz@plmus.com State: CO Zip Code: 80111 Contract Type Contract Type:Other (describe below) Description of ‘Other’ Contract Type: Construction Services Description of Contract Work/Services: Attachments: ☒Contract -- ☐Original ☒Copy ☐Addendum(s) ☒Exhibit(s) ☐Certificate of Insurance Summary of Terms: Start Date: End Date: October 31, 2019 Total Years of Term: n/a Total Amount of Contract for term (or estimated amount if based on item pricing): $986,171.20 If Amended: Original Amount $ Amendment Amount $ Total as Amended: $ Renewal options available: Payment terms (please describe terms or attach schedule if based on deliverables): The City will pay Vendor for the work in accordance with the following payment schedule. This schedule will include monthly payments. Monthly payments will be made upon work completed and the approval of the invoice The City of Englewood will conduct its 2019 Asphalt Mill & Overlay project. This project will perform asphalt removal and replacement of the top 2 inches of existing street surfaces on various locations throughout Zone 1 of the city. Approximately 62,000 square yards of asphalt will be used for the resurfacing of approximately 35 blocks. Page 61 of 192 Contract Approval Summary V10/25/2017 Page | 2 Attachments: ☐Copy of original Contract if this is an amendment ☒Copies of related Contracts/Conveyances/Documents Source of funds (Insert Excel Document Image): Attachment (For Capital Items Only / Expense Line Item Detail is Located in Open Gov): ☒Prior Month-End Project Status and Fund Balance Report Process for Choosing Vendor: ☒Bid: ☒ Bid Evaluation Summary attached ☐ Bid Response of proposed awardee ☐RFP: ☐ RFP Evaluation Summary attached ☐ RFP Response of proposed awardee ☐Quotes: Copy of Quotes attached ☐Sole Source: Explain Need below ☐Other: Please describe CAPITAL ONLY A B C 1 = A-B-C Capital Operating Year Tyler / New World Project # / Task#Fund Division Object Line Item Description Budget Spent to Date Contract Amount Budget Remaining O 2019 30 1001 30 1002 Road and Bridge (concrete work approved on 7/1/19)2,388,071.05$ 358,258.77$ 2,029,812.28$ O 2019 30 1001 30 1002 Road and Bridge 2,029,812.28$ -$ 986,171.20$ 1,043,641.08$ Total by Fund and Current Year 358,258.77$ 986,171.20$ C 2020 -$ -$ -$ -$ O 2020 -$ -$ -$ -$ Total by Fund and Next Year -$ -$ -$ -$ Grand Total 2,388,071.05$ 358,258.77$ 986,171.20$ 1,043,641.08$ NOTES (if needed): For Operating Expense Line Item Detail, please review information provided in OpenGov. 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Boom:m_m..<ooqum_._¢2m<.m:m_mSoo..__0o_o_.mqo8.38: 803.aM.~..aoSs><.m:m_ms.nnum9no< nn?3.3 Page 70 of 192 _z <<_._.zmmmEzmxmom._u:_.mcm:.man3 mnnoamsnm<<_=._Em _u_.oqmmm_o:m_mm_.<_omm>m6m3m:.cmazmmzEm umwzmm:m«m.o 38¢.8|.=._mumamm:m<mmxmnc?mn=._u m.m.m3m:~2 <<o_.x mmon.:_w n.m<3 .no . 9.2 on mzo_.m<<ooo.oo_.om>oo w? Am_u:m==£ .n=..=22:3 ._.=_mn UB9 0o.._m:=m=.zmam Socmm_ms6on.um_._2<m<.m_._n_m<<oou0o_o..mao 8.3 BE .a~.m8o22$n=n_nSoBmm.nn<Page 71 of 192 Page 72 of 192 A B C A+B+C D E D+E A+B+C-D-E New Project Fund Bal.Budget World G/L Start Project Carry Fwd.2019 BUDGET Amend REVISED 2019 2019 TOTAL APPROP. Project Task Division PROJECT Year End Date 12/31/2018 Approp.Amendments Notes BUDGET EXPEND.ENCUMB.EXP. AND ENC.BALANCE CITY MANAGER 30 0201 001 0201 Misc. Infrastructure Repairs Ongoing Ongoing 10,530.00 10,530.00 6,820.00 3,658.00 10,478.00 52.00 30 0201 002 0201 Building Systems Replacement 2014 Ongoing 10,648.70 10,648.70 - 10,648.70 30 0201 003 0201 Public Safety/Court Facility Design & Study 2016 - - - - 30 0201 004 0201 Branding Monument & Building Signs 2017 250,000.00 250,000.00 3,854.00 3,854.00 7,708.00 242,292.00 SUBTOTAL 271,178.70 - - 271,178.70 10,674.00 7,512.00 18,186.00 252,992.70 COMMUNITY DEVELOPMENT 30 0801 001-02 0801 Economic Incentive Prog - Rite Aid 2017 - - - - 30 0801 002 0801 Broadway Improvements 2017 64,520.80 64,520.80 58,670.93 58,670.93 5,849.87 30 0801 005 Safe Routes to School 2017 - - 10,277.01 10,277.01 (10,277.01) SUBTOTAL 64,520.80 - - - 64,520.80 - 68,947.94 68,947.94 (4,427.14) PUBLIC WORKS 30 1001 001 1002 Road and Bridge / Bridge Repairs Ongoing Ongoing 852,577.17 1,594,000.00 2,446,577.17 33,560.42 24,945.70 58,506.12 2,388,071.05 30 1001 002 1002 Bridge Repairs 1994 Ongoing 191,934.46 191,934.46 25,677.83 33,543.19 59,221.02 132,713.44 30 1001 003 1004 Transportation System Upgrade 1997 Ongoing 150,891.40 200,000.00 350,891.40 852.00 - 852.00 350,039.40 30 1001 004 1003 Santa Fe Light Poles 2011 Ongoing 25,000.00 25,000.00 - 25,000.00 30 1001 005 1002 Dartmouth Bridge 2018 2019 1,500,000.00 1,500,000.00 128,516.12 304,932.28 433,448.40 1,066,551.60 30 1001 006 1002 Street Lights & Furniture Broadway 2016 Ongoing 90,000.00 100,000.00 190,000.00 - 190,000.00 30 1001 007 1003 Alley Construction 2016 Ongoing 225,480.49 225,480.49 25,000.00 25,000.00 200,480.49 30 1001 008 1001 Concrete Utility - City Share 1998 Ongoing - 285,000.00 285,000.00 - 285,000.00 30 1001 009 1002 US85 Planning and Environmental Linkage 2019 2019 - 65,000.00 65,000.00 - 65,000.00 30 1001 010 1001 Walk & Wheel Implementation 2019 2019 - 100,000.00 100,000.00 - 100,000.00 30 1001 011 1001 Broadway Median - Sprinkler electricity repair 2019 2019 - 256,000.00 256,000.00 - 256,000.00 30 1001 012 1001 Secure Plaza Pond 2019 2019 - 100,000.00 100,000.00 - 100,000.00 30 1002 001 1002 Concrete Program - Accessible Ramps 1996 Ongoing 1,484.93 180,000.00 181,484.93 - 181,484.93 30 1005 001 1005 Civic Center Facility Rehab / Repairs 2016 Ongoing 92,370.77 25,000.00 (117,370.77) close to fb - - - 30 1005 002 1005 Jefferson Facility Rehab / Repairs 2016 Ongoing 119,365.33 119,365.33 27,786.36 27,786.36 91,578.97 30 1005 003 1005 Acoma Facility Rehab / Repairs 2016 Ongoing 4,707.49 (4,707.49) close to fb - - - SUBTOTAL 3,253,812.04 2,905,000.00 (122,078.26) 6,036,733.78 216,392.73 388,421.17 604,813.90 5,431,919.88 RECREATION 30 1301 001 1301 Broadway Medians/Lighting/Flower Pots 2016 Ongoing 4,556.00 10,000.00 14,556.00 - 14,556.00 30 1301 003 1301 Tree Maintenance 2017 8,815.00 8,815.00 4,060.00 4,060.00 4,755.00 30 1301 004 1201 Library Upgrades 2017 (0.00) (0.00) - (0.00) 30 1301 005 1302 ERC Upgrades 2017 550,000.00 1,000,000.00 1,550,000.00 17,831.04 165,337.96 183,169.00 1,366,831.00 30 1301 006 1301 Parking Lots / Asphalt -PW 2017 69,425.79 20,000.00 89,425.79 14,844.00 14,844.00 74,581.79 SUBTOTAL 0 632,796.79 1,030,000.00 - 1,662,796.79 36,735.04 165,337.96 202,073.00 1,460,723.79 GENERAL GOVERNMENT 1501 Transfer to Capital Projects Fund 2002 Ongoing - - - - 1501 Transfer to General Fund 2004 Ongoing - 123,599.00 123,599.00 123,599.00 123,599.00 - SUBTOTAL - 123,599.00 - 123,599.00 123,599.00 - 123,599.00 - - TOTALS 4,222,308.33 4,058,599.00 (122,078.26) 8,158,829.07 387,400.77 630,219.07 1,017,619.84 7,141,209.23 263,801.77 PUBLIC IMPROVEMENT FUND PROJECT STATUS AND FUND BALANCE REPORT May 31, 2019 PIF-19.xlsx 6:27 PM 6/18/2019 Page 73 of 192 A B C A+B+C D E D+E A+B+C-D-E New Project Fund Bal.Budget World G/L Start Project Carry Fwd.2019 BUDGET Amend REVISED 2019 2019 TOTAL APPROP. Project Task Division PROJECT Year End Date 12/31/2018 Approp.Amendments Notes BUDGET EXPEND.ENCUMB.EXP. AND ENC.BALANCE PUBLIC IMPROVEMENT FUND PROJECT STATUS AND FUND BALANCE REPORT May 31, 2019 Revenues YTD:Actual Estimate Balance Vehicle Use Tax 725,590.95$ 2,200,000.00$ 1,474,409.05$ Building Use Tax 690,885.22 1,800,000.00 1,109,114.78 County Road and Bridge 67,308.69 190,000.00 122,691.31 Safe Routes to School Grant 6,220.00 106,040.00 99,820.00 Transfer from General Fund - - - Interest 102,782.34 102,782.34 - Total revenues 1,592,787.20 4,398,822.34 2,806,035.14 Exp./Enc. Y-T-D 1,017,619.84 8,158,829.07 7,141,209.23 Net Income 575,167.36 (3,760,006.73) FUND BALANCE (1/1/18)7,087,792.74 7,087,792.74 FUND BALANCE 7,662,960.10 3,327,786.01 Plus: Remaining Revenues 2,806,035.14 Less: Project Approp. Bal.(7,141,209.23) Less: Proj. Bal. adj. for Neg.(0.00) (0.00) UNAPPROP. FUND BAL. 3,327,786.01$ 3,327,786.01$ PIF-19.xlsx 6:27 PM 6/18/2019 Page 74 of 192 Item No Description of Item Unit Quantity Est.Cost Per Unit Total Cost of ItemCost Per Unit Total Cost Per Unit Total Cost Per Unit Total Cost Per Unit Total 1 2"Depth Milling (Full Width)SY 62136 2.00$ 124,272.00$ 2.20$ 136,699.20$ 2.10$ 130,485.60$ 2.26$ 140,427.36$ 2.15$ 133,592.40$ 2 HMA Patching (Grading S) (75) PG64-22 TON 1100 140.00$ 154,000.00$ 110.65$ 121,715.00$ 130.00$ 143,000.00$ 139.67$ 153,637.00$ 147.00$ 161,700.00$ 3 2 " HMA Overlay (Grading SX)(75)PG58-28 TON 6767 85.00$ 575,195.00$ 73.60$ 498,051.20$ 87.00$ 588,729.00$ 78.58$ 531,750.86$ 75.95$ 513,953.65$ 4 Aggregate Base Course (Class 6)TON 275 25.00$ 6,875.00$ 36.10$ 9,927.50$ 21.00$ 5,775.00$ 101.96$ 28,039.00$ 60.00$ 16,500.00$ 5 Crack Patch (2' Wide x 3" Depth)LF 200 8.25$ 1,650.00$ 13.35$ 2,670.00$ 25.00$ 5,000.00$ 18.50$ 3,700.00$ 25.00$ 5,000.00$ 6 Epoxy Pavement Markings LF 1500 2.00$ 3,000.00$ 2.80$ 4,200.00$ 3.00$ 4,500.00$ 2.99$ 4,485.00$ 2.85$ 4,275.00$ 7 Preformed Thermoplastic (word-symbol)SF 250 20.00$ 5,000.00$ 2.55$ 637.50$ 22.00$ 5,500.00$ 22.10$ 5,525.00$ 21.00$ 5,250.00$ 8 Thermo 2' x 8' Pavement X-Walk markings LF 912 4.00$ 3,648.00$ 24.65$ 22,480.80$ 24.00$ 21,888.00$ 21.50$ 19,608.00$ 20.50$ 18,696.00$ 9 Portable Variable Message Board EA 4 8,000.00$ 32,000.00$ 2,360.00$ 9,440.00$ 500.00$ 2,000.00$ 2,483.73$ 9,934.92$ 4,200.00$ 16,800.00$ 10 Traffic Control LS 1 50,000.00$ 50,000.00$ 93,800.00$ 93,800.00$ 18,000.00$ 18,000.00$ 69,633.21$ 69,633.21$ 99,900.00$ 99,900.00$ 11 Erosion Control LS 1 15,000.00$ 15,000.00$ 5,800.00$ 5,800.00$ 4,000.00$ 4,000.00$ 10,075.91$ 10,075.91$ 5,900.00$ 5,900.00$ 12 Materials Testing LS 1 15,000.00$ 15,000.00$ 12,000.00$ 12,000.00$ 15,000.00$ 15,000.00$ 10,004.41$ 10,004.41$ 9,700.00$ 9,700.00$ 13 Citizen Notification LS 1 1,500.00$ 1,500.00$ 1,950.00$ 1,950.00$ 2,500.00$ 2,500.00$ 3,191.95$ 3,191.95$ 4,500.00$ 4,500.00$ 14 Mobilization LS 1 100,000.00$ 100,000.00$ 36,800.00$ 36,800.00$ 15,000.00$ 15,000.00$ 26,149.25$ 26,149.25$ 29,200.00$ 29,200.00$ 15 Force Account EA 30000 1.00$ 30,000.00$ 30,000.00$ 30,000.00$ 30,000.00$ 30,000.00$ 30,000.00$ 30,000.00$ 30,000.00$ 30,000.00$ Subtotal 1,117,140.00$ 986,171.20$ 991,377.60$ 1,046,161.87$ 1,054,967.05$ 2019 Contractor Bid Pricing Aggregate IndustriesCity of Englewood 2019 Asphalt Mill & Overlay 2019 COE Engineer's Estimate 2019 Contractor Bid Pricing 2019 Contractor Bid Pricing 2019 Contractor Bid Pricing PLM Asphalt & Concrete Chavez Construction Martin Marietta Page 75 of 192 Page 76 of 192 Zone 1 1 Lincoln (Bates to Yale) 2 Lincoln (Dartmouth to Bates) 3 Sherman (Bates to Yale) 4 Sherman (Dartmouth to Cornell) 5 Sherman (Floyd to Dartmouth) 6 Logan (Hampden to Girard) 7 Pennsylvania (Bates to Amherst) 8 Washington (Dartmouth to Bates) 9 Girard (Logan to Clarkson) 10 Girard (Clarkson to Downing) 11 Emerson (Hampden to Girard) 12 Amherst (Clarkson to Emerson) 13 Clarkson Circle 14 Lafayette (Girard to Dartmouth) 15 Eastman (Downing to Lafayette) 16 Bates (Sherman to Grant) 17 Amherst (Downing to Franklin) 18 Grant (Dartmouth to Cornell) 19 Emerson (Amherst - South) 20 Pennsylvania (North of Cornell) 21 Pennsylvania (North of Dartmouth) Locations 2019 Asphalt Mill &Overlay = 2019 ADA Ramp Upgrade Locations (some locations subject to change) 2" Mill and Patch 10x31 2" Mill and Patch 20x15 Charles Hay Elementary School Page 77 of 192 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Dan Poremba DEPARTMENT: Community Development DATE: July 15, 2019 SUBJECT: CityCenter Redevelopment Update - Developer Procurement DESCRIPTION: CityCenter Redevelopment Update - Developer Procurement RECOMMENDATION: This information update summarizes the steps being managed by staff to complete the process of identifying a preferred master developer for the City to partner in redeveloping the “City Property” at Englewood CityCenter (the property owned or controlled by the City and/or EEF) and possibly the C-III Property as well. Once a preferred master developer is approved by the City Council, it is anticipated that an Exclusive Negotiating Agreement would be negotiated, drafted and then approved by Council. The Exclusive Negotiating Agreement would define the subsequent process of negotiating a Development Agreement, also subject to Council approval, which would govern the parties’ long-term, public-private partnership relationship, based on a mutually acceptable redevelopment plan. A community participation process will be a critical element in the formation of the redevelopment plan. As advised by the City’s outside counsel, these are the steps customarily followed by municipalities involved with public-private projects. PREVIOUS COUNCIL ACTION: At the April 22, 2019 Study Session, Council authorized Community Development staff to prepare and issue a Master Developer Request for Proposals (RFP) pertaining to redevelopment of the City Property at CityCenter (described below). The RFP, dated April 24, 2019, was issued to the three firms that successfully responded to the Council-authorized Master Developer Request for Qualifications (RFQ) issued by the City on March 28, 2019. The referenced RFQ and RFP are both attached. SUMMARY: Following a multi-department evaluation of the RFP submittals received in response to the RFP, two master developer finalists were identified and interviewed by staff, including the Interim City Manager, the Directors of the Community Development, Public Works and Finance, and the Chief Redevelopment Officer. The top two were confirmed as finalists and they are SKB of Portland, Oregon (also known as Scanlan Kemper Bard) and Brinkman of Fort Collins, Colorado. The SKB and Brinkman RFP responses are attached. Both are high-quality, successful firms with specific experience working with local municipalities on mixed-use and transit-oriented redevelopment projects. Page 78 of 192 The following steps have been initiated by staff which will culminate in a formal staff recommendation to Council and Council’s anticipated interview of the recommended master developer for the City to partner with in redeveloping the City Property, and possibly the C-III Property: 1. Communications with the two finalists’ references (focusing on the local governments they have worked with), 2. Issuance of supplemental questions to the two finalists and evaluation of their responses, 3. Where practical, tours or further research of the finalists’ projects similar to CityCenter, and 4. Continued monitoring of the sale of the C-III Property to appropriately leverage the City’s influence on C-III’s buyer decision and to coordinate early redevelopment discussions involving both properties. As previously discussed with Council in detail during several Study Sessions, there is a time- sensitive opportunity and strong need for Englewood to encourage the coordinated redevelopment of the C-III Property and/or the City Property (each described below). The need for CityCenter redevelopment has been identified and recommended in numerous planning efforts, including the 2017 Englewood Forward Comprehensive Plan and two recent independent studies of the Urban Land Institute. The coordinated planning and redevelopment of one or both of these two key properties would significantly improve CityCenter’s mix of uses, level of activity, walkability, financial sustainability, property values and contribution to City revenues. All of these char acteristics have been fading in recent years, evidenced in part by the 2018 foreclosure by C-III Asset Management (C-III) on the 3 square blocks of CityCenter retail property previously developed and operated by Weingarten Realty. Update on the C-III Property (11.8 gross acres shown in red on the attached site plan). The recent national marketing campaign for the former Weingarten Realty property (now referred to as the “C-III Property”) culminated in C-III’s receipt of multiple purchase offers. Three of these offerors were shortlisted and they submitted best-and-final offers to C-III in late April. In early May, C-III selected its initial preferred contract purchaser, Citivest Commercial Investments, LLC of Newport Beach, California (Citivest). On June 24, 2019, C-III representatives informed the City of Citivest’s decision to withdraw their purchase offer. C-III reported that Citivest had requested an extended due diligence period to negotiate a modified ground lease with the City. The resulting delay in closing was not acceptable to C-III and they are now evaluating how to proceed. Update on the City Property (10.6 gross acres shown in blue on the attached site plan).The Master Developer RFQ for the City Property, dated March 28, 2019, was widely publicized and distributed in both the local and national real estate markets. Following the overall RFQ/RFP procurement process described above, SKB and Brinkman were identified by staff as the top two master developer finalists for the City to partner with redeveloping the City Property. One of these two finalists, SKB, had previously submitted a purchase offer on the C-III Property and was one of three firms invited to submit a best-and-final offer. SKB remains interested in acquiring the C-III Property and City staff continues to closely monitor this evolving situation following Citivest’s withdrawn offer. The possibility of SKB being selected independently by both C-III (as the new contract purchaser of the C-III Property) and by the City (as the preferred Page 79 of 192 master developer of the City Property) would greatly enhance the opportunities for the coordinated planning and redevelopment of these two key CityCenter properties. At this time, it is not yet known whether C-III will select SKB as the replacement contract purchaser for the C- III Property or whether they will initiate a new marketing campaign. It should be noted that the RFQ and RFP advised respondents that the City’s ideal goal is to see the City Property and the C-III Property developed under a coordinated redevelopment plan and, ideally, by the same company. Respondents were notified that the City expected to give a strong preference to the possibility of selecting the purchaser of the C-III Property as the master developer of the City Property (assuming they were appropriately qualified and that they had complied with the RFQ and RFP submittal requirements). ANALYSIS: Englewood’s master developer solicitation for the City Property was prudent and appropriate in order to: 1. Leverage the favorable current market conditions to proactively explore the needed redevelopment of key portions of CityCenter, 2. Protect and enhance the value of Englewood’s various CityCenter property interests by influencing the buyer outcome for the C-III Property, 3. Take advantage of the foreclosure and resale of the former Weingarten property by C-III to explore the needed larger-scale redevelopment of CityCenter, and 4. Enhance the opportunity for the City to structure a beneficial public-private partnership and coordinated redevelopment plan for the C-III Property and/or the City Property. As previously mentioned, it is anticipated that the City and the preferred master developer approved by Council for the City Property will negotiate and, subject to further Council approval, enter into an Exclusive Negotiating Agreement. The Exclusive Negotiating Agreement, also subject to Council approval, will then guide the negotiation of a more definitive agreement governing a long-term public-private partnership relationship between the City and the preferred master developer. Community outreach and input will be a critical aspect throughout the redevelopment process and the developers’ sensitivity to the need for this will also be a carefully considered criterion in selecting a master developer. Both master developer finalists for the City Property have expressed a firm commitment to facilitating broad-based community participation in redevelopment planning efforts. FINANCIAL IMPLICATIONS: The outlined steps leading to Council’s approval of the preferred master developer for the City Property at CityCenter do not result in any current costs or financial obligations for the City. These steps continue the City’s proactive involvement with the CityCenter property to protect and enhance property values, property taxes and sales taxes within and adjacent to CityCenter. Future redevelopment activities at CityCenter should also result in significant new development related revenues for the City and reduce the City’s long-term net occupancy expenses for its administrative, City Council, Municipal Court and Public Library functions. CONCLUSION: Community Development staff will complete the steps outlined in this communication and return to Council as soon as possible with recommendations for completing the selection of a preferred Page 80 of 192 master developer for the City to partner in redeveloping the City Property at CityCenter (and possibly the C-III Property as well). ATTACHMENTS: CityCenter Site Plan (City Property depicted in blue and the C-III Property depicted in red) Master Developer RFQ, dated and issued on March 28, 2019 Master Developer RFP, dated and issued on April 24, 2019 RFP submittal by SKB, dated May 15, 2019 RFP submittal by Brinkman, dated May 15, 2019 Page 81 of 192 Englewood CityCenter Site Plan Page 82 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 1 CITY OF ENGLEWOOD, COLORADO REQUEST FOR QUALIFICATIONS MASTER DEVELOPER FOR A PORTION OF THE ENGLEWOOD CITYCENTER REDEVELOPMENT MARCH 28, 2019 RFQ–19-027 City of Englewood 1000 Englewood Parkway Englewood, CO 80110 Page 83 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 2 Executive Summary The City of Englewood, Colorado (City) and the Englewood Environmental Foundation (EEF) are seeking a qualified master developer to partner with in redeveloping approximately 10.6 developable acres of property located adjacent to the Englewood light rail and multi-modal transit station. EEF is a tax exempt political subdivision created by the City under Section 170 of the IRS Code. For purposes of this Request for Qualifications (RFQ), the City and EEF may be referred to collectively as “Englewood” or “City.” The “City Property,” in blue, is owned or controlled by the City and/or EEF. It is located within the 55- acre transit-oriented development (TOD) known as “Englewood CityCenter,” the first, mixed-use TOD project in the Denver region (yellow boundary). Located less than 7 miles from both Downtown Denver and the Denver Tech Center, Englewood CityCenter is well-positioned for redevelopment to add more density and uses, including office, hotel and multifamily residential. Englewood’s plan to select a master developer could also encompass the adjacent 11.8 developable acre “C-III Property,” in red, which is currently being marketed for sale by CBRE on behalf of C-III Asset Management (C-III). C-III, a special servicer, foreclosed on a CMBS loan to the prior owner, Weingarten Realty, and acquired the property through a Public Trustee’s sale in August 2018. The C-III Property is a big-box retail center of approximately 219,000 square feet, with some second-floor office, that is also well-positioned for redevelopment. It is ground leased from EEF with a remaining term of 56 years. Page 84 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 3 This Request for Qualifications (RFQ) is the City of Englewood’s first step in selecting a master developer to engage in a public-private partnership to redevelop the City Property and, potentially, the C-III Property. The selected master developer will have the primary responsibility for creating redevelopment concepts and an overall redevelopment plan and phasing strategy that responds to the City’s strategic goals. The selected master developer will then play the lead role in executing the overall redevelopment plan agreed to by the Englewood City Council. A number of parcels may be ground leased or may be sold to other vertical developers. The City’s goal is that the C-III Property will attract a buyer interested in redeveloping both the C-III Property and the adjacent City Property to help re-establish CityCenter as Englewood’s “central place.” The City anticipates that the redevelopment of the City Property on a stand-alone basis would accomplish much of the same goal. However, the coordinated redevelopment of both properties would enable a larger mixed-use TOD project offering additional uses, intensity of development, phasing flexibility and more significant place-making opportunities. Recent conceptual planning work for the City by Tryba Architects indicates that the redevelopment of both properties could cumulatively support more than one-million square feet of new development. This assumes medium densities, additional structured parking and the phased and adaptive re-use of much of the existing retail space. The redevelopment of both properties could include two or more new multifamily projects, at least one hotel, one or more office buildings, smaller format retail and the renovation of the current Englewood Civic Center building (the relocation of the City government and municipal functions may be considered by the Englewood City Council). Two redevelopment concept plans are included in this RFQ. To reflect the range of possibilities, one is more weighted towards office uses (page 9) and the second is weighted towards more multifamily residential (page 10). The link to Tryba Architects’ CityCenter conceptual planning packet is: Tryba Architects- CityCenter Developer RFQ Support. Page 85 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 4 Responses to this RFQ are due Monday, April 15, 2019 at 2:00 pm MDT. An optional pre-submittal conference will be held Tuesday, April 2, 2019 at 2:00 pm MDT in the Community Room at the Englewood Civic Center Building (second floor), located at 1000 Englewood Parkway, Englewood, Colorado. An anticipated second stage of the master developer selection process will likely involve the issuance of a brief Request for Proposals (RFP) to a short list of developers based on their RFQ responses. It is not expected that the RFP will require a detailed site plan or financial pro forma. However, the City anticipates that some developer pricing metrics will be requested. This will be in addition to requested information about how RFP respondents would envision “partnering” with the City to collaborate in the redevelopment planning process and the determination of future financial terms and conditions, based on the redevelopment plan ultimately formulated and agreed upon by the parties. City of Englewood Objectives The City of Englewood’s strategic CityCenter redevelopment goals include the following: Achieve a more active, financially sustainable, mixed-use, walkable CityCenter TOD project that once again functions as Englewood’s “central market” and central gathering place that is also complementary to the City’s entire commercial core, including Downtown Englewood, Monetize Englewood’s CityCenter property interests by generating new ground lease and/or land sale revenues and other transaction or participation revenues, Stabilize and increase the City’s property tax and sales tax revenues generated within CityCenter, Reduce Englewood’s long-term occupancy costs associated with keeping the City’s government and municipal functions in the Civic Center or relocating them elsewhere in the CityCenter area, Increase the financial sustainability, vitality, appeal and walkability of CityCenter through new uses such as hotel, residential, office, small format retail, etc., Leverage a re-energized CityCenter to attract new employers, retailers and residents to Englewood. Property Description C-III Property (Parcels C, D and BB on RFQ page 3 site plan) The CBRE offering memorandum for the C-III Property can be found at this link: C-III Property-CBRE OM. Additional on-line information is available at: C-III Property-CBRE Website Info. Following an unsuccessful attempt to renegotiate its non-recourse CMBS mortgage loan, Weingarten Realty elected in late 2017 to default on the loan secured by the EEF ground lease (56 years remaining) and 219,000 square feet of CityCenter retail and office improvements. C-III foreclosed and took title through an Arapahoe County Public Trustee’s sale in August 2018 with a bid of approximately $35,000,000. Due to the fading popularity of the big-box retail concept and the limited ground lease term remaining, it is generally expected that the re-sale of the C-III Property will occur at a substantially reduced price which, in turn, should enhance the financial feasibility of redevelopment. Page 86 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 5 The Parcel BB portion of the C-III Property consists of a ground-floor retail condo interest of approximately 18,000 rentable square feet located somewhat separate from the balance of the C-III Property within the first floor of the ArtWalk Apartments western building. Located in the apartment building on the right side of the adjacent photo, this retail space faces onto the plaza and fountain areas adjacent to the Englewood Station and across from the entry to the Englewood Civic Center and Public Library. Historically, this has been difficult space to lease. However, the City believes that this space could be creatively leased, in conjunction with the redevelopment of new hotel, multifamily and office uses on Parcels A and B, in a manner which would re-energize the large public spaces adjacent to the Station. This is one example of the collaborative redevelopment and repositioning opportunities involving the City Property and the C-III Property (irrespective of whether the redevelopment of both properties is directed by one master developer). City Property (Parcel A and B on RFQ page 3 site plan) As described below, the City Property is comprised primarily of the Englewood Civic Center building and parking just south of the Englewood Station and the North Parking Lot just north of the station. Additional property elements and the Englewood Trolley transit connector are also described. Civic Center Building and Land (Parcel B). The City Property includes the approximate 6.5-acre corner parcel at West Hampden Avenue and South Santa Fe Drive on which the 3-story, 140,000 square foot Englewood Civic Center building and 2-level, 803-car public parking garage are currently located. A Chuck E. Cheese restaurant pad pictured in the lower left corner in the photo at right is not part of the Civic Center parcel. The small retail building at the lower right corner of the Civic Center parcel is part of the C-III Property, as is the triangular building adjacent to the Civic Center building. The Civic Center building and parking garage site could support significant additional development (see pages 9 and 10). Redevelopment scenarios may include renovating the building and retaining the City’s government and municipal functions in a smaller, more efficient footprint. Other scenarios might involve moving the City functions out of the building and locating them in other CityCenter locations. Page 87 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 6 In all cases, the City will be interested in working with the selected master developer to identify and evaluate the alternatives for hosting the City government and municipal functions currently located in the Civic Center building at the lowest long-term occupancy cost. The Englewood functions currently located in the Civic Center include the City’s administrative offices, City Council Chambers, municipal court and the Englewood Public Library. The Museum of Outdoor Arts is also located in the building as a significant cultural subtenant of the City. The City currently leases the Civic Center property from EEF, and the annual rent services a Certificate of Participation debt obligation of approximately $1.5 million per year. The final year of this obligation is 2023; after which the Civic Center property ownership reverts from EEF back to the City. Given the age of the building, there are a number of capital repairs and upgrades needed to make the building more cost- effective to operate. The City expects to also evaluate the alternative of retaining the ownership of the Civic Center building and allowing redevelopment on the balance of this parcel. This would require a reconfiguration of the present 2-level parking structure (803 spaces with 305 spaces allocated to RTD). In addition to re-energizing CityCenter, the City would like to consider the opportunities to monetize its interests in the City Property to create new revenues for the City that reflects the value of the property as a higher and better use TOD redevelopment. As a starting point, the City Council would prefer to ground lease the Civic Center building and site long term to the selected master developer but possibilities for selling the building and land may also be considered. North Parking Lot (Parcel A). The other large redevelopment opportunity within the City Property is the 4.1 acre surface parking lot located just north of the Englewood Station. It contains approximately 605 parking spaces. The lot is ground leased by the City from a private owner on a long-term basis (approximately 45 years remaining) at an annual ground rent of $15,000. Because of the low annual rental, it has been assumed that the fee simple interest could be acquired on a favorable cost basis that would appeal to the family-based lessor. The Civic Center parking garage and the North Parking Lot provide shared parking that is available for RTD customers utilizing the RTD light rail and bus services at Englewood Station. A total of 910 shared spaces are required to be available for RTD customers with 605 of these spaces allocated to the North Parking Lot and 305 allocated to the Civic Center parking garage. These shared spaces, which are currently free, could be reconfigured in a number of ways and if this parking is provided in private sector projects it can become paid parking. Page 88 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 7 Additional City Property. The City Property contains public spaces outside of Parcels A and B which could possibly be reconfigured as part of the redevelopment plan (park, plaza, fountain areas and right of way pictured at right and shown on the site plan). This could result in additional development opportunities. Englewood Trolley. The City, in partnership with RTD, currently operates the Englewood Trolley, which connects the Englewood Station east to Downtown Englewood and further east to the Hospital District. This free shuttle currently runs every 20 minutes from 6:30 am to 8:00 pm, Monday through Friday. The City is currently exploring opportunities to improve this shuttle service with expanded weekday hours, shorter wait times, weekend service and updated vehicles. Continued improvements to this “last mile” transit connection will support future redevelopment and better integrate Englewood’s commercial core, consisting of the CityCenter area, Downtown Englewood and the Hospital District. The selected master developer will assist in evaluating various improvements to the Trolley operations. Improvement of this connector may facilitate the reconfiguration and distribution of the RTD shared parking spaces within the CityCenter area and enhance the feasibility of developing new uses within CityCenter, including a hotel. Due to its further walking distance from Englewood Station, improvement of the Trolley service could also enhance the feasibility of additional development on the C-III Property. Redevelopment Planning and Market Opportunities Englewood has retained the firm of Tryba Architects to provide conceptual planning. Tryba Architects was involved with CityCenter during the initial redevelopment 20 years ago and, in addition to that historical knowledge, they bring strong experience with high-profile TOD and urban mixed-use projects. As shown on the following pages, two general redevelopment concepts were formulated. Development Option 1 is more heavily weighted towards office development and Development Option 2 is more heavily weighted towards multi-family residential. However, both options reflect a mix of both these property uses, in addition to hotel and smaller/updated retail and food concepts. Page 89 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 8 Numerous multifamily developers have approached the City about their interest in developing new apartment projects at this location. More recently, there has also been increasing interest from employers looking at locations, such as CityCenter, that are adjacent to FasTracks stations that provide light rail access to Downtown Denver and the entire metro area. Office brokers have confirmed that as Downtown Denver TOD office locations have become more expensive and hard to come by, employers are increasingly exploring TOD office locations outside of Downtown Denver along the FasTracks lines. As such, CityCenter is becoming a more likely location for office development, for both multi-tenant buildings and campus type facilities involving one or more buildings dedicated to a single employer. Modern hotel properties are notably missing from the CityCenter location and Englewood’s commercial core. With the continuing growth of both Swedish Medical Center and Craig Hospital, both of which serve a high percentage of out-of-state patients and their families, it appears that a hotel should be a feasible component within the CityCenter redevelopment mix. The hospitals generate a substantial and consistent room demand that is currently being served in far less convenient hotel locations outside Englewood and in higher-cost apartment buildings nearby. The adjacency to the Englewood FasTracks Station and the availability of the Englewood Trolley to access both the Englewood Hospital District and Downtown Englewood offers accessibility not offered by most hotels currently serving the Englewood market. Conceptual Planning (Tryba Architects) Page 90 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 9 Conceptual Development Option 1 Page 91 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 10 Conceptual Development Option 2 Inspiration and Precedent Imagery Page 92 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 11 Coordinated Redevelopment of the City Property & the C-III Property Based on the potential benefits resulting from the redevelopment of the C-III Property and the City Property being planned and executed on a combined basis and in a coordinated fashion, the City invites and strongly encourages prospective purchasers of the C-III Property to respond to this Master Developer RFQ for the City Property. The City expects to give a strong preference to the possibility of selecting the purchaser of the C-III as the master developer of the City Property and then addressing both properties within an envisioned public-private partnership relationship and agreement. If the purchaser of the C-III Property is not selected by the City as the master developer of the City Property, either because they did not respond to this RFQ or because another firm was deemed by the City to be better qualified, the City will then negotiate with the selected master developer for the City Property on a stand-alone basis and negotiate with the purchaser of the C-III Property on a stand-alone basis. In this scenario, the City would then encourage the two firms to work together to coordinate the planning and redevelopment of both properties. It should be noted that the original land sale agreement with Walmart incorporated a Declaration of Easements, Covenants and Restrictions Affecting Land (ECR), dated November 24, 1999, that imposes a significant number of restrictions on all of the CityCenter project, including the C-III Property and the City Property. RFQ respondents are encouraged to review this document link: CityCenter-ECRs. Financial Considerations The financial terms and conditions of the various agreements between the City and the selected master developer, starting with the Exclusive Negotiating Agreement and culminating in an envisioned public- private partnership agreement, will ultimately depend on the specific elements of the redevelopment plan formulated for the City Property, and possibly the C-III Property. In general the City’s strategic financial goal, hand in hand with redeveloping and revitalizing CityCenter, is to monetize the value of Englewood’s property interests, based on today’s real estate values. Additional guidance on Englewood’s financial objectives follows. City Property – Civic Center. The City of Englewood’s goal is to monetize the value of its interests in the Civic Center building, parking structure and land. In collaboration with the selected master developer, this will likely entail the evaluation of various redevelopment scenarios for the site as well as the different scenarios for whether the City’s government and municipal functions remain in the Civic Center building or not and, if not, under what terms and conditions. As with most municipalities, Englewood’s starting preference will be to lease the Civic Center building and land to the master developer on a long-term basis. The Englewood City Council may consider a sale of the Civic Center property, especially if the master developer fully addresses the provision and cost of the facilities to house the City’s government and municipal facilities and allows for some City control over the long term use of the Civic Center property. Page 93 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 12 As previously mentioned, a key component of the evaluation of the financial aspects of redeveloping the Civic Center property will involve the location and long-term net expense of housing the City’s government and municipal functions and whether those remain in the Civic Center building on a consolidated basis or are relocated elsewhere in the CityCenter area. Generally, the City would like to have the selected master developer formulate several different locational and financial alternatives for the City’s consideration. At this point in time, the Englewood City Council and general public have a preference to see the City’s government and municipal functions remain in the Civic Center building if this can be accomplished without a prohibitive cost and without penalizing the overall public-private partnership between the City and the master developer. If alternative facilities are to be proposed by the master developer, the City will want to consider whether the Civic Center’s “city hall” image and ease of public access could be replicated elsewhere. City Property – North Parking Lot. As mentioned, a buyout of the current long-term ground lease will be required to make development on this site possible. In addition, most of the RTD shared parking currently allocated to this parcel (605 spaces) will likely need to be provided for at or near this location, with some or all of it provided for in the structured parking portions of future vertical development, most likely multifamily residential. RTD parking that is provided for in privately developed projects can become market-rate paid parking. Although the City understands the master developer’s potential up-front costs associated with buying out the ground lease and accommodating the RTD shared parking, the City has an expectation that there may still be a net value associated with its interest in the North Parking Lot, in combination with the City’s interests in other CityCenter property, which should be appropriately compensated for over time. C-III Property. In order to facilitate redevelopment of the C-III Property, the Englewood City Council has expressed its willingness to consider extending the term of the underlying EEF ground lease (approximately 56 years remaining on the original 75-year term). The Council has also expressed its willingness to consider additional ground lease amendments that may be necessary because the original lease agreement did not specifically contemplate a major redevelopment of the vertical improvements during the lease. In exchange for a possible extension of the ground lease term and other ground lease amendments, the City Council expects the City to receive appropriate financial consideration. The current ground lease was entirely prepaid at the start of the ground lease term at a cumulative value ($4 million) that does not reflect the current value of the property. The Englewood City Council has also discussed the possibility of conveying a fee simple interest in the C-III Property. This option would require further analysis based on various factors. Master Developer Role This RFQ does not attempt to provide an all-encompassing, detailed description of the selected master developer’s envisioned role. This role will be more fully defined in an Exclusive Negotiating Agreement based on subsequent discussions between the City and the preferred master developer selected following the likely second-stage RFP. The Exclusive Negotiating Agreement will describe the process by which an Page 94 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 13 overall redevelopment plan for the City Property is formulated. It will also define the manner in which the City and the selected master developer will subsequently negotiate a more detailed public-private partnership agreement as well as individual development agreements, including terms and conditions, pertaining to specific projects within the City Property and, if applicable, the C-III Property. The selected master developer for the City Property (and, potentially, the C-III Property) will have the lead responsibility for creating development concepts and an overall redevelopment plan and phasing strategy that responds to the City’s goals as outlined herein. The anticipated public outreach and participation process, as facilitated by the master developer, may further expand and refine these goals. Timing is of importance to the Englewood City Council as the City desires to see redevelopment commence within the current economic cycle. Redevelopment timing and phasing will also be important with regard to the possible use of Opportunity Zones Program financing by the selected master developer. The selected master developer will also play the lead role in executing the overall redevelopment plan that will be approved by the City Council. This will cover typical developer functions including obtaining financing, securing land use entitlements, coordinating the on-site public improvements and vertical development. A number of parcels may be ground leased or sold to other vertical developers, in accordance with guidelines established by the Englewood City Council. Finally, it is also possible that the common area property management functions currently directed by EEF could be transferred to the selected master developer and possibly expanded to include general CityCenter marketing and event programming functions. The master developer role will involve a collaborative, advisory, partnering type of relationship between the selected master developer and the City. The master developer will be expected to define various development alternatives and related financial implications for review with City representatives for their input and for eventual City Council approval. RFQ respondents are encouraged to describe how they may have been involved in similar relationships with other municipalities or government entities, including details about the developer’s role, successes and lessons learned. Examples of pre-development topics to be explored within the context of the partner-like relationship envisioned between the City and the selected master developer include the following: 1. Alternatives for the redevelopment or demolition of the Civic Center building, parking structure and overall parcel, including alternatives for keeping the City of Englewood functions located in the building vs. relocating them to other leased or developed facilities, 2. Alternatives for amending the existing shared parking agreement with RTD to facilitate the reconfiguration of the shared parking currently provided in the Civic Center parking structure and the North Parking Lot, 3. Alternatives for the City and/or master developer to purchase the fee simple interest in the North Parking Lot to facilitate vertical development (terminating the long-term ground lease), Page 95 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 14 4. Alternatives for constructing and financing shared structured parking on the City Property, the C- III Property and, possibly, the Walmart overflow parking area, 5. Discussions with RTD about incorporating their shared parking in a variety of reconfigurations, including private sector development projects and possible use of an improved Englewood Trolley to connect with future parking structures, 6. Alternatives to allow the City to monetize its interests in the City Property and the C-III Property and participate financially in the redevelopment of one or both properties (including possible formulas for ground lease arrangements, sale of the Civic Center building and land, etc.), 7. Discussions with the ArtWalk Apartments and Walmart (other key CityCenter properties) about involving them in the overall CityCenter redevelopment and repositioning efforts, 8. Exploration of larger area redevelopment possibilities with property owners Kimco Realty, Bristol Group and Situs Group (these three firms own most of the property located between CityCenter and Downtown Englewood area to the east), 9. The benefits of forming one or more special districts to assist in financing public improvements, programming public spaces, marketing, etc., including a possible Downtown Development Authority, metro district, parking district, etc., 10. Other project finance alternatives, including a possible public improvement fee (PIF) district. The master developer’s coordination of a proactive community outreach and participation effort during the planning process is of high importance to the Englewood City Council. RFQ respondents are encouraged to highlight their experience with this aspect on other TOD or urban redevelopment projects. The conceptual CityCenter planning work by Tryba Architects to date, as incorporated in this RFQ, does not reflect specific uses or urban design concepts that have been reviewed or approved by the Englewood City Council or presented to and discussed with the Englewood community. This initial planning was done to facilitate related conversations with C-III and their prospective buyers and to start to frame the discussions about the City Property redevelopment opportunities with the City Council and with interested developers. RFQ Response Content and Selection Process Response Content. In addition to discussing the topics identified in this RFQ, respondents are encouraged to address all matters that pertain to their qualifications to serve as the master developer of the City Property and, potentially, the C-III Property, including: 1. Experience developing or redeveloping mixed-use and TOD projects, in Colorado and elsewhere, 2. Experience working with municipalities in a partner-like relationship to collaborate on redevelopment efforts and to define specific real estate and finance transactions as the plans evolve, (including any resulting lessons learned and related recommendations), 3. Initial ideas or recommendations regarding the redevelopment of the City Property, including mix of uses, phasing, specific ideas for the Civic Center building and parking garage, etc., Page 96 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 15 4. Initial ideas regarding possible approaches and financial transactions that would monetize the value of Englewood’s property interests in the City Property while minimizing its related risks, 5. Ideas for funding various third-party predevelopment expenses required to replan the City Property and, potentially, the C-III Property to, in turn, facilitate related development and financial agreements between the City and the respondent, 6. Initial thoughts on the extent to which the respondent would self-develop various vertical projects, vs. transferring the subject development parcels to other vertical developers, 7. Financial capacity and resources, including possible plans to utilize financing made available because of the Opportunity Zones Program, 8. Experience with community outreach, public participation and education, in the context of complex development or redevelopment projects, 9. Team member resumes and experience, 10. Information about potential third-party redevelopment team members (e.g., planners, architects, engineers, other specialty consultants, etc.), 11. Information about the respondent’s unique experience, culture, capabilities, industry relationships, etc., that would allow them to bring unique value to the redevelopment, 12. Initial ideas, if any, regarding redevelopment concepts, uses and phasing for the City Property and alternatives for the Civic Center property, including alternatives for retaining the Englewood government functions located there vs. relocation to other leased or developed facilities, 13. References from other municipalities with which the respondent has worked (minimum of three references from master development projects in the past 10 years). Examples should include information about the use mix within those projects, project cost, financing sources used and investment in public amenities. For “team” submittals including more than a single development firm, please also include a minimum of three references for each firm. Selection Process. The City of Englewood will review and evaluate submittals based upon each respondent’s demonstrated ability to meet the purpose and requirements of this RFQ. Team responses involving a combination of principal respondents are permitted. Evaluation criteria include but are not limited to: 1. Overall quality of the submission, 2. Experience of the respondent and their proposed team with similar mixed-use, TOD redevelopment and multi-phase development and redevelopment projects, 3. Experience of the respondent in working in a collaborative, partner-like relationship with local municipalities and government entities, 4. Experience orchestrating public outreach and coordinating public input on complex projects, 5. General architectural appeal and quality of the respondent’s past projects, Page 97 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 16 6. Experience with all aspects of urban environment place-making, including on-going property management, programming and marketing, 7. Results of reference checks and past performance for other clients, and 8. Depending on the timing of the RFQ response relative to the sale of the C-III Property, the respondent’s relationship to the C-III Property is an important criterion (i.e., new owner, contract purchaser or prospective buyer). The criteria are not listed in order of importance. From the responses received, the City will rank the responses, and may decide to schedule oral interviews with the top ranked RFQ respondents. An anticipated second stage of the master developer selection process will involve the issuance of a brief Request for Proposals (RFP) to a short list of developers based on their RFQ responses. It is not expected that the RFP will require a detailed site plan or financial pro forma. However, the City anticipates that appropriate competitive and comparative developer pricing metrics will be requested. This will be in addition to requested information about how RFP respondents would envision “partnering” with the City to collaborate in the redevelopment planning process and the negotiation of future financial terms and conditions based, on the redevelopment plan ultimately formulated and agreed upon by the parties. After completing possible RFP-stage interviews, the City will select a preferred master developer and will then negotiate and finalize, subject to City Council approval, an Exclusive Negotiating Agreement. Englewood’s selection of a preferred master developer is anticipated during the summer of 2019. The Exclusive Negotiating Agreement will guide the negotiation of a going-forward public-private partnership agreement between the City and the preferred master developer. Additional Background Information The Urban Land Institute (ULI) conducted two recent panel studies that evaluated the redevelopment potential of Englewood, including the CityCenter area. The 2016 Technical Advisors Panel Report (link: Englewood-ULI TAP Report 2016) and the 2018 Healthy Corridors National Panel Study Presentation (link: Englewood-ULI Healthy Corridors Study 2018) each provide valuable background and insights. Page 98 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 17 ENGLEWOOD OVERVIEW Englewood is a first-ring Metro Denver city (6.8 square miles in size with a population of about 35,000) located immediately south of and adjacent to the City of Denver. Englewood benefits from proximity and excellent arterial roadway and light rail access to both Downtown Denver and the Denver Tech Center, the region’s two primary employment centers. In addition to its central metro area location, Englewood enjoys the attribute of being an authentic small town, with established neighborhoods and retail areas, surrounded by a large city and metropolitan area. Englewood has a vibrant economy comprised of a diverse mix of large healthcare employers, larger industrial facilities and operations and many smaller entrepreneurial manufacturing and assembly businesses. In addition, there is a large cluster of artists and maker businesses. CITYCENTER HISTORY Beginning in the early 1990’s, the City of Englewood grappled with the slow decline and eventual closing of the 1.3 million square foot Cinderella City regional mall located on 55 acres at the northeast quadrant of the intersection of West Hampden Avenue and Santa Fe Drive. When it opened in 1968, the iconic Cinderella City was the largest enclosed mall west of the Mississippi River and, for many years, it served as a true regional shopping and visitor destination. By the 1990’s, Cinderella City had fallen victim to competition from newer regional malls and retail concepts. Englewood responded with what evolved into a public-private partnership planning and redevelopment effort that ultimately delivered CityCenter, one of the first new generation of transit- oriented “city centers” in the country located on the former mall site. Opening in 2000, Englewood CityCenter became the first transit-oriented development (TOD) project in the Denver region and was nationally recognized and awarded for the complex mixed-use redevelopment it achieved. Oriented around RTD’s multi-modal Englewood Station (serving FasTracks C and D lines and numerous bus routes), the project incorporated land sales to Trammell Crow Residential for the development of 438 station-adjacent apartments (now known as the ArtWalk Apartments) and a land sale to Walmart to serve as an anchor commercial use and critical sales tax generator. A predecessor to Weingarten Realty, Miller- Page 99 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 18 Weingarten Realty, served as the master retail developer that delivered approximately 220,000 square feet of big box and in-line retail and some second-story office space, surrounded by large shared parking lots. A centerpiece of CityCenter was the new 140,000 square foot Englewood Civic Center building, adapted from a former department store building, to serve as home to the City administrative offices municipal court and Council Chambers as well as the City’s Public Library. The building is also home to the Museum of Outdoor Arts (a subtenant of the City), which continues to activate the Civic Center area through outdoor art installations and rotating indoor exhibits. Englewood Civic Center fronts a grand plaza and fountain area at the base of the transit station (partially pictured at right). Based on Tryba Architects’ recommendations twenty years ago, the original CityCenter masterplan explicitly contemplated that portions of CityCenter would be redeveloped over time with more density and uses. The ability to “re-grid” the CityCenter area was maintained in the original master plan. The 55-acre Englewood CityCenter was widely-recognized as a successful transit-oriented development project when it opened almost 20 years ago with more than 800,000 SF of new development that replaced the Cinderella City regional mall. Subsequently, CityCenter has been impacted by, and now benefits from, various factors that have set the stage for redevelopment, including: (a) low-density first generation development with extensive surface parking and some missing property uses, (b) the changing and increasingly-challenging nature of big-box retail centers, (c) the public’s preferences for walkable, mixed- use settings offering authentic consumer experiences, (d) the built-out RTD FasTracks system which now provides true regional light rail accessibility, and (e) the fact that the City/EEF kept control over about half of the developable land through ground lease and continued fee simple ownership. The CityCenter redevelopment potential is further supported by the continuing high level of interest of employers and developers in the Denver area TOD sites and the fact that CityCenter is located within a designated 2017 Tax Act Opportunity Zone. Page 100 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 19 From the CBRE Offering Memorandum for the C-III Property, CityCenter’s attributes include the following. Current Conditions and Regulatory Framework Planning and Zoning Information. The Englewood Comprehensive Plan, Zoning Map and other planning studies and documents are available on the City of Englewood website at: https://www.englewoodco.gov/inside-city-hall/city-departments/community-development. The PUD zoning for Englewood CityCenter can be found at this link: CityCenter-PUD Zoning. As might be expected the zoning was tailored to the TOD redevelopment plan that was formulated to replace the Cinderella City Mall. It did not specifically anticipate future redevelopment. Pertaining to the envisioned redevelopment of the City Property and the C-III Property, the City is anticipating that broad amendments to the PUD zoning would be required to facilitate the type of more dense, mixed-use development that would be expected for CityCenter redevelopment. Opportunity Zone Program. The 2017 Federal Tax Cuts and Jobs Act, included the Opportunity Zone Program, which offers deferral, reduction and potential elimination of certain federal capital gains taxes when capital gains are invested into long-term investments within designated Opportunity Zones via an Opportunity Zone Fund. Englewood CityCenter is located within a designated Opportunity Zone. For more information, see: https://choosecolorado.com/opportunity-zones/ and https://eig.org/opportunityzones/resources. Page 101 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 20 Additional RFQ Information Electronic Submittal. Please submit electronic responses to this Request for Qualifications to Eva Boyd, Procurement Administrator, at the City of Englewood on or before 2:00 p.m. MDT (local time), April 15, 2019. Eva’s email address is eboyd@englewoodco.gov. Include “RFQ-19-027” in the subject line of the email. The official time of receipt will be determined by the time stamp on the email received. Submittals received after the time and date specified will not be considered. Submittals shall be limited to 75 total pages (one-sided). This Request for Qualifications may be canceled by the City of Englewood, and any submittal may be rejected in whole or in part for good cause when it is in the best interests of the City of Englewood. BidNet. The City of Englewood has contracted with BidNet and utilizes a central bid notification system created for the City of Englewood. This system will allow respondents to register online and receive notification of new bids, amendments and awards. If you do not have internet access, please call the BidNet support group at (800) 677-1997 extension #214. Respondents with internet access should review the registration options at the following website: https://www.bidnetdirect.com/. Questions. Questions which arise during the RFQ preparation period regarding issues around this RFQ, and/or award should be directed in writing, via email to Dan Poremba, Chief Redevelopment Officer, City of Englewood, dporemba@englewoodco.gov. The respondent submitting the questions shall be responsible for ensuring that the question is received by the City no later than 2:00 pm MDT, April 5, 2019. CONTACT WITH MEMBERS OF THE GOVERNING BODY OR PERSONNEL OF THE CITY OF ENGLEWOOD, OTHER THAN DAN POREMBA, OR THE DESIGNATED PURCHASING OFFICIAL, REGARDING THIS REQUEST FOR QUALIFICATIONS MAY BE GROUNDS FOR DISQUALIFICATION. Respondent Due Diligence. Each respondent shall judge for themselves as to all conditions and circumstances having relationships to the RFQ. Failure on the part of any respondent to make such examination and become informed shall not constitute grounds for declaration of not understanding the conditions with respect to submitting its RFQ response. Submittal Ownership. All material submitted in connection with this document becomes the property of the City of Englewood. Any and all information received by the City shall become public record and shall be open to public inspection should an award of contract result from this solicitation, except to the extent the bidding entity designates trade secrets or other proprietary data to be confidential pursuant to specific provisions of C.R.S. 24-72-204(3)(a)(IV). Amendments. In the event that it becomes necessary to revise any part of this RFQ, or if additional information is necessary to enable the respondents to make an adequate interpretation of this RFQ, a supplement to the RFQ will be provided to each potential Respondent who has obtained the RFQ. Amendments to this RFQ may be issued at any time prior to the time set for receipt of responses. Modification or Withdrawal of Responses. RFQ responses may be modified by submitting a revised electronic copy prior to the time and date deadline for responses to be received. Responses may be withdrawn by email notice also prior to the time and date deadline for responses to be received. Page 102 of 192 RFQ–19-027 Englewood CityCenter Master Developer RFQ 21 RFQ Preparation Cost. Expenses incurred by prospective respondents in preparation, submission, and presentation of this RFQ are the responsibility of the respondents and cannot be charged to the City. On behalf of the City of Englewood, Colorado, thank you for considering or submitting a response to this Request for Qualifications! Page 103 of 192 RFP–19-033 Englewood CityCenter Master Developer RFQ 1 CITY OF ENGLEWOOD, COLORADO REQUEST FOR PROPOSALS MASTER DEVELOPER FOR A PORTION OF THE ENGLEWOOD CITYCENTER REDEVELOPMENT APRIL 24, 2019 RFP–19-033 City of Englewood 1000 Englewood Parkway Englewood, CO 80110 Page 104 of 192 RFP–19-033 Englewood CityCenter Master Developer RFQ 2 Overview and Background On March 28, 2019, the City of Englewood, Colorado (City) and the Englewood Environmental Foundation (EEF) issued a Request for Qualifications (RFQ) as the first step in selecting a master developer to engage in a public-private partnership to redevelop approximately 10.6 developable acres of “City Property,” as shown in blue, located adjacent to the Englewood light rail and multi-modal transit station. For purposes of this Request for Proposals (RFP), the City and EEF are referred to collectively as “Englewood” or “City.” As discussed in the RFQ, Englewood’s plan to select a master developer for this exciting mixed-use, transit- oriented development opportunity could also encompass various levels of the selected master developer’s involvement with the adjacent 11.8 developable acre “C-III Property,” as shown in red, which is currently being marketed for sale by CBRE on behalf of its owner, C-III Asset Management (C-III). The selected master developer will have the primary responsibility for creating and executing an overall redevelopment plan and phasing strategy for the City Property that responds to the City’s strategic goals for the redevelopment of CityCenter. A number of individual City Property parcels may be ground leased or sold to other vertical developers. In response to the RFQ, three qualifying responses were submitted to the City on April 15, 2019. As provided for in the RFQ, the City has decided to issue this RFP to all three qualifying RFQ respondents and to invite their further participation. Selection Process The City of Englewood will review and evaluate the RFP submittals based upon the evaluation criteria listed below. The City reserves the right, in its sole discretion, to reject any or all proposals. Some or all of the RFP respondents may be interviewed by representatives of the City, including senior staff and City Council, and it is possible that there may be more than one interview for one or more respondents. After the interviews, the City will announce the top ranked RFP respondent as the preferred master developer. Depending on the time required to schedule City Council interviews, Englewood’s identification of a preferred master developer is most likely to occur in June or July, 2019. Subject to City Council authorization, the City and the identified preferred master developer will then negotiate and execute, subject to City Council approval, an Exclusive Negotiating Agreement (ENA). As described in further detail below, the ENA will guide the negotiation of a more detailed Development Agreement (DA) between the City and the selected preferred master developer. Page 105 of 192 RFP–19-033 Englewood CityCenter Master Developer RFQ 3 RFP Response Guidance Responses to this RFP are due Wednesday, May 15, 2019, at 2:00 pm MDT. All questions and other communications regarding the RFP must be directed only to the City’s Chief Redevelopment Officer, Dan Poremba at dporemba@englewoodco.gov or 720.480.2139. Answers to all questions directed to Mr. Poremba, by email or phone, will be provided to all invited RFP respondents via email (without attribution). The primary reason for the City’s expedited RFQ/RFP developer selection process is to allow for potential coordination with C-III’s selection of the contract purchaser for the adjacent C-III Property. It is possible that the buyer of the C-III Property and the selected preferred master developer for the City Property may be the same firm or that the two individual firms selected ultimately elect to formally or informally partner in coordinating the redevelopment of both properties. Detailed guidance on the requested RFP response content is provided below. A key aspect of this opportunity is that the City of Englewood intends to select a well-matched master developer to collaborate with in redeveloping the City Property while also satisfying the need for competitive “bidding” in a situation where the specific redevelopment plan remains to be formulated and the related economics pertaining to the City’s financial participation remain to be negotiated. Based on these objectives, RFP respondents are asked to address: (i) their development partnering qualifications and experience, as well as (ii) a variety of related “pricing” questions. The requested pricing metrics will enable the City to assess how each firm would consider and manager the financial aspects of a potential long-term relationship with the City of Englewood. RFP respondents are requested to be more precise in addressing the specific content requirements of this RFP, including the order of answers, than at the prior RFQ stage. City representatives will be evaluating and comparing the responses to each RFP question or topic so, where possible, responses should be formatted to facilitate these comparative evaluations. To minimize duplicative work, respondents are free to incorporate portions of their RFQ submittals in their RFP responses. RFP respondents are strongly encouraged to review in detail the related Master Developer RFQ, dated March 28, 2019: Englewood CityCenter Master Developer RFQ. RFP Response Content The invited RFP respondents are requested to address the following topics and questions in greater detail than they may have been addressed in response to the RFQ. The first 13 items are repeated verbatim from the RFQ, items 14 -18 are new teaming-related questions and items 19 - 28 are new financial-related questions. To facilitate internal evaluations and communications with the City Council, responses should be numbered and addressed in the same order as listed below: 1. Experience developing or redeveloping mixed-use and TOD projects, in Colorado and elsewhere, 2. Experience working with municipalities in a partner-like relationship to collaborate on redevelopment efforts and to define specific real estate and finance transactions as the plans evolve, (including any resulting lessons learned and related recommendations), Page 106 of 192 RFP–19-033 Englewood CityCenter Master Developer RFQ 4 3. Initial ideas or recommendations regarding the redevelopment of the City Property, including mix of uses, phasing, specific ideas for the Civic Center building and parking garage, etc., 4. Initial ideas regarding possible approaches and financial transactions that would monetize the value of Englewood’s property interests in the City Property while minimizing its related risks, 5. Ideas for funding various third-party predevelopment expenses required to replan the City Property and, potentially, the C-III Property to, in turn, facilitate related development and financial agreements between the City and the respondent, 6. Initial thoughts on the extent to which the respondent would self-develop various vertical projects vs. transferring the subject development parcels to other vertical developers, 7. Financial capacity and resources, including possible plans to utilize financing made available because of the Opportunity Zones Program, 8. Experience with community outreach, public participation and education, in the context of complex development or redevelopment projects, 9. Team member resumes and experience, 10. Information about potential third-party redevelopment team members (e.g., planners, architects, engineers, other specialty consultants, etc.), 11. Information about the respondent’s unique experience, culture, capabilities, industry relationships, etc., that would allow them to bring unique value to the redevelopment, 12. Initial ideas, if any, regarding redevelopment concepts, uses and phasing for the City Property and alternatives for the Civic Center property, including alternatives for retaining the Englewood government functions located there vs. relocation to other leased or developed facilities, 13. References from other municipalities with which the respondent has worked (minimum of three references from master development projects in the past 10 years), including information about the use mix within those projects, project cost, financing sources used and investment in public amenities [No additional references from those provided in response to the RFQ are required unless additional team members are proposed in the RFP.], 14. For respondents that may still be involved, in one way or another, in pursuing the acquisition of the C-III Property as of the May 15, 2019 RFP response date, please discuss your approach to the potential opportunity to create and execute a larger redevelopment plan involving both the C-III Property and the City Property, 15. For respondents that are not involved in pursuing the acquisition of the C-III Property, please discuss whether and how you would assess the potential to collaborate with the purchaser of that property to explore the joint formulation of a larger, shared redevelopment plan and strategy, 16. Expanding on questions #3 and #6 above, respondents are requested to share their initial view on the “best” mix of hotel, office, multifamily, retail and other uses on the City Property plus information on how they would expect to target and attract those uses that often involve third- parties, such as a hotel owner/operator, large-employer office tenants, retail tenants, etc., Page 107 of 192 RFP–19-033 Englewood CityCenter Master Developer RFQ 5 17. Related to #16, respondents should describe possible approaches to reconfiguring the existing structured and surface parking at CityCenter, possible mechanisms for sharing the cost of such parking and ideas for engineering structured parking to enable conversion to other uses in the future as parking demand decreases, as is widely projected, 18. Respondents should discuss whether they are prepared to collaborate with the City on related place-making activities, including: (a) assuming management of the CityCenter exterior property management functions currently provided by EEF, (b) the potential opportunities to brand, market and program Englewood CityCenter, including the need for related conversations with the other key CityCenter stakeholders, Walmart and the ArtWalk Apartments; (c) participation in the establishment of a Downtown Development Authority; and (d) participation in steps to improve the Englewood Trolley as a key transit connection between CityCenter and Englewood’s downtown and hospital districts. Financial Content To facilitate the City’s understanding of the financial aspects of a potential partner-like relationship with each RFP respondent, respondents should address the following topics: 19. For the respondent’s past development projects, especially those involving a municipal partner, describe the range of resulting financial returns to the firm (may be stated as internal rate of return, cash-on-cash return, etc.), 20. For respondent’s potential involvement as the master developer of the City Property at CityCenter, what is the range of resulting financial returns that respondent would expect to target (may be stated as internal rate of return, cash-on-cash return, etc.), 21. Discuss respondent’s general equity and debt resources available for the CityCenter redevelopment as well as the respondent’s willingness to provide construction and loan guarantees, 22. For projects where the respondent has partnered with a municipal government (formally or informally), discuss whether there are other financial criteria respondent evaluates to consider and structure its involvement and discuss how these considerations might apply to the redevelopment of the City Property at CityCenter (e.g., lower going-in acquisition costs, lower financial risk, etc.), 23. For projects involving respondent partnering relationships with municipal entities, discuss how the respondent generally accounted for its associated overhead costs, including personnel, office and travel expenses (have these been charged to the project, and if so were additional margins included, or are they generally viewed as a cost of doing business), 24. Expanding on #4 above, respondents are requested to preliminarily describe a possible “deal structure,” including how the respondent might propose to: a. Ground lease or purchase the Civic Center building and land, b. Provide a subsidized long-term lease to the City (in or outside of the Civic Center building), c. Provide financial participation to the City in connection with the development of the North Parking Lot (net of ground lease buyout costs and costs of providing shared parking to RTD), and d. Provide additional financial participation to the City in connection with additional development opportunities to be identified on the City Property, Page 108 of 192 RFP–19-033 Englewood CityCenter Master Developer RFQ 6 25. Pertaining to #24, respondents should comment on the possible approach of utilizing appraised market values for the redevelopment plan that evolves to identify the value of the City’s interests to be monetized (appraised values could be established per parcel or use and adjusted to reflect: (a) the City’s portion of predevelopment and other costs initially funded by the master developer, (b) the development timing for each parcel, (c) financial adjustments associated with the costs of structured parking, (d) the developer-provided subsidy value for the City’s long-term lease or other facilities transaction (including possible early retirement of the Civic Center Certificates of Participation), and (e) various other factors identified by the parties in the Development Agreement), 26. Respondent should address its financial capability and willingness to fund all of the related predevelopment costs, including the costs required to formulate the redevelopment plan that would ultimately serve as the basis of the DA and subsequent specific project agreements (a preliminary estimate range would be helpful as well), 27. In the event that the selected respondent and City were to enter into a DA and then not ultimately come to agreement on specific project terms and conditions, discuss how the respondent might expect to be reimbursed, if at all (e.g., partial cost reimbursement, breakup fee, etc.), 28. Pertaining to the Civic Center building, discuss whether the respondent would envision the possibility of respondent funding the early retirement of the City’s remaining annual Certificates of Participation obligation (approximately $1.5 million annually through 2023) as part of an overall financial transaction with the City and to expedite the availability of the Civic Center site for redevelopment. Evaluation Criteria The invited RFP respondents will be evaluated by the City on the basis of the criteria outlined below. The City’s evaluation criteria are currently not defined by priority and/or weighting, however, the City reserves the right to order the following criteria accordingly before or during the evaluation process: 1. Respondent’s role as the purchaser, contract purchaser or potential partner in the acquisition of the C-III Property (alternatively, respondent’s potential role as a collaborative neighboring property owner in CityCenter), 2. Capability of the respondent and their proposed project personnel as demonstrated through completed projects, especially multi-phase, mixed-use, transit-oriented development and public- private partnership projects, 3. Respondent’s experience, including that of their proposed project personnel, working in a collaborative, partner-like relationship with municipalities, 4. Respondent’s sensitivity to and experience with orchestrating public outreach and public input on complex public-private projects, 5. The architectural appeal and quality of the respondent’s past projects, 6. Overall quality and level of information provided in the respondent’s RFP submission, 7. Respondent’s financial strength, resources and experience formulating and executing creative financing solutions for complex development projects, Page 109 of 192 RFP–19-033 Englewood CityCenter Master Developer RFQ 7 8. Respondent’s capability and willingness to unilaterally fund the predevelopment costs needed to formulate a detailed redevelopment plan, subject to appropriate credits within the overall financial transaction, 9. Respondent’s demonstrated understanding of the City’s goal to monetize its interests in the City Property and to reactivate CityCenter as Englewood’s central place, including the importance of respondent’s potential place-making roles and responsibilities, 10. Feedback from the respondent’s submitted references. Exclusive Negotiating Agreement (ENA) Following the City’s identification of the preferred master developer, the City will provide the developer with an outline of the proposed key terms for the Exclusive Negotiating Agreement (ENA). The master developer’s role will be further defined in the ENA based on subsequent discussions between the City and the identified preferred master developer. The ENA will describe the process by which the City and the identified master developer will subsequently negotiate and execute a more detailed Development Agreement (DA) as well as individual development agreements, including terms and conditions, pertaining to specific projects within the City Property and, if applicable, the C-III Property. By way of background, the RFQ (pages 13-14) listed a number of the pre- development tasks to be explored between the City and the selected master developer. It is expected that many of these tasks would commence during the term of the ENA and continue into the term of the DA. At a minimum, the ENA will address the following topics. 1. Exclusivity. The City will agree to negotiate exclusively with the selected preferred master developer for the term of the ENA. 2. Confidentiality. The parties will agree to keep all negotiations confidential to the extent permitted by law and in accordance with the guidelines approved by the Englewood City Council (the Council has a strong preference to avoid confidential discussions in Executive Session). 3. Information. During the term of the ENA, the parties will agree to share related information obtained from all sources, including all related analysis performed by both parties. 4. Property Access. The City will make the City Property available to the selected preferred master developer and related consultants during the term of the ENA. 5. Milestones and Deliverables. The parties will commit to a schedule with defined and verifiable milestones and deliverables for each party, including: due diligence tasks, market analysis, site planning, detailed evaluation of the alternative uses for the Civic Center building, evaluation of the current Planned Unit Development (PUD) zoning and the potential amendments required, initial discussions with the purchaser of the C-III Property, with RTD and with Walmart, etc. 6. Assignment. The ENA and the role of the master developer will not be assignable. 7. Security Deposit. The selected preferred developer will provide the City a refundable security deposit of not less than $50,000 upon execution of the ENA (in accordance with the terms negotiated in the ENA). Page 110 of 192 RFP–19-033 Englewood CityCenter Master Developer RFQ 8 Additional RFP Information City of Englewood’s Sole Discretion. This RFP may be canceled by the City of Englewood and any submittal may be rejected in in the City’s sole discretion. Electronic Submittal. Please submit electronic responses to this Request for Proposals to Eva Boyd, Procurement Administrator at the City of Englewood, on or before 2:00 p.m. MDT (local time), May 15, 2019. Eva’s email address is eboyd@englewoodco.gov. Include “RFP-19-033” in the subject line of the email. The official time of receipt will be determined by the time stamp on the email received. Submittals received after the time and date specified will not be considered. Submittals shall be limited to 100 total pages (one-sided). Questions. Questions which arise during the RFP preparation period regarding issues around this RFQ, and/or award should be directed via email or telephone to Dan Poremba, Chief Redevelopment Officer, City of Englewood, at dporemba@englewoodco.gov or 720.480.2139. The respondent submitting the questions shall be responsible for ensuring that the question is received by the City no later than 2:00 pm MDT, May 8, 2019. CONTACT WITH MEMBERS OF THE GOVERNING BODY OR PERSONNEL OF THE CITY OF ENGLEWOOD, OTHER THAN DAN POREMBA, OR THE DESIGNATED PURCHASING OFFICIAL, REGARDING THIS REQUEST FOR PROPOSALS MAY BE GROUNDS FOR DISQUALIFICATION. Respondent Due Diligence. Each respondent shall judge for themselves as to all conditions and circumstances having relationships to the RFP. Failure on the part of any respondent to make such examination and become informed shall not constitute grounds for declaration of not understanding the conditions with respect to submitting its RFP response. Submittal Ownership. All material submitted in connection with this document becomes the property of the City of Englewood. Any and all information received by the City shall become public record and shall be open to public inspection should an award of contract result from this solicitation, except to the extent the bidding entity designates trade secrets or other proprietary data to be confidential pursuant to specific provisions of C.R.S. 24-72-204(3)(a)(IV). Amendments. In the event that it becomes necessary to revise any part of this RFP, or if additional information is necessary to enable the respondents to make an adequate interpretation of this RFP, a supplement to the RFP will be provided to each invited RFP respondent who has received the RFP. Amendments to this RFP may be issued at any time prior to the time set for receipt of responses. Modification or Withdrawal of Responses. RFP responses may be modified by submitting a revised electronic copy prior to the time and date deadline for responses to be received. RFP responses may be withdrawn by email notice also prior to the time and date deadline for responses to be received. RFP Preparation Cost. Expenses incurred by respondents in preparation, submission, and submittal of an RFP response are the responsibility of the respondents and cannot be charged to the City. Page 111 of 192 RFP–19-033 Englewood CityCenter Master Developer RFQ 9 On behalf of the City of Englewood, Colorado, thank you for considering or submitting a response to this Request for Proposals! Page 112 of 192 ENGLEWOOD CITYCENTER REDEVELOPMENT Master Developer Proposal 15 MAY 2019 Page 113 of 192 Contents 1. Authorizing Letter ..................................7 2. Executive Summary ...............................11 3. Proposal Response ...............................17 4. Case Studies ....................................43 Page 114 of 192 | 5 SECTION 1 Authorizing Letter The Round, Beaverton, OR Page 115 of 192 | 7 6 | | Englewood CityCenter Redevelopment | Master Developer Proposal May 15, 2019 City of Englewood 1000 Englewood Parkway Englewood, Colorado 80110 Re: Request for Proposals, Master Developer for a Portion of the Englewood CityCenter Redevelopment Dear Members of the Selection Committee: ScanlanKemperBard (SKB) is pleased to submit our response to the Request for Proposal (“RFP”) issued by the City of Englewood for the redevelopment of the Englewood CityCenter site (the “Redevelopment”). We are committed to collaborating with the City of Englewood and its real estate entity, the Englewood Environmental Foundation, to redevelop the City-controlled property (the “City Property”) and work in conjunction with the surrounding property owners, namely at the former Weingarten Realty property (“C-III Property”), the Artwalk CityCenter Apartments, and the WalMart Supercenter, to create a unified, master planned CityCenter. SKB, founded in Portland 25 years ago, has successfully completed over $4.2 billion of real estate transactions consisting of redevelopment and adaptive re-use of mixed-use, office, retail, industrial, multifamily and hospitality assets, across 91 different projects in Portland, Seattle, the Bay Area, Phoenix and Denver. Our team has the passion, experience, discipline, and creativity to successfully complete the planning, design and the full execution of this important project. SKB currently owns and manages property in Denver, and we have a number of locally based employees, including one of the firm’s Principals who lives in the immediate vicinity of the Redevelopment. We are committed and prepared to advance funds to work collaboratively with the City through the development process to achieve an economically sustainable, diverse and vibrant mixed-use community that leverages the transit oriented and central Metro Denver location. SKB has a history of successful development partnerships with mid-sized transit- oriented municipalities. We successfully partnered with the City of Beaverton, Oregon to redevelop their underperforming transit-oriented mixed-use development into a revitalized live/work/play environment that activated the surrounding community. Currently, SKB is working alongside the City of Tigard, Oregon to undertake a 200+ unit mixed-use project that will serve as a catalyst for development in an Opportunity Zone, which is master-planned for a new light-rail line and pedestrian corridor. In Englewood, we anticipate a re-imagined CityCenter will build on the City’s visionary design that was started over two decades ago. Additionally, redevelopment would provide an opportunity to consolidate and modernize municipal services, attract a major office tenant and/or hotel brand, enhance and even expand quality public Page 116 of 192 | 9 8 | | Englewood CityCenter Redevelopment | Master Developer Proposal space, and secure the financial viability of the currently under-utilized transit-oriented location. A strengthened CityCenter will provide the community a true gathering place and will provide the City with benefits including increased taxes and potential future monetization of the property. Working with you and the Community Development Department, along with input from the Englewood community, we anticipate studying and carefully curating density, product mix and project schedule to create the next iteration of Englewood CityCenter. SKB’s deep bench of operating, construction, and architectural partners allows us to program a multitude of complementary uses across the Redevelopment, including hospitality, retail, entertainment, a variety of multifamily housing, creative and traditional office, and community uses. SKB has fourteen active institutional capital partners, including those with dedicated Opportunity Zone Funds. Our strong relationships with numerous other debt and equity partners will allow us to tailor the financing to meet the needs of the Redevelopment. With the right planning and placemaking, SKB believes that the Redevelopment can become Englewood’s “Living Room,” where citizens gather, collaborate, and live. Our response is valid for 60 days from this submission and SKB will, if selected, negotiate in good faith with the City according to the terms of the RFP. We look forward to the opportunity to meet with the City, and in the meantime any inquiries may be directed to Todd Gooding at (503) 220-2600 or tgooding@skbcos.com. Thank you in advance for your time and consideration. Best Regards, Todd M. Gooding President, Principal Cc: Dan Poremba, Chief Redevelopment Officer Brad Power, Community Development Director SECTION 2 Executive Summary Englewood CityCenter Page 117 of 192 | 11 10 | | Englewood CityCenter Redevelopment | Master Developer Proposal EXECUTIVE SUMMARY TEAM EXPERTISE ScanlanKemperBard (“SKB”) has identified a strong multi-disciplinary team with demonstrated experience to achieve every aspect of the City of Englewood’s redevelopment vision, goals, and objectives. Our team pairs deep local knowledge of the Metro Denver Community with best practices and relationships derived from national experience and perspective, particularly our vast experience with Public-Private Partnerships. While each team member is an expert in their respective field, we are ready to listen to and collaborate with the City to re-envision an exciting future for Englewood CityCenter (the “Redevelopment”). SKB has practical experience and knowledge as a developer, owner and operator of large-scale mixed- use projects. We understand market trends and demands, tenant needs and desires, and operational and marketability issues, all of which influence design, development and financing. SKB has a depth of local and national relationships with subject-matter experts that will allow us to supplement our team with the right strategic partners and consultants as the development evolves. This ranges from engineering and feasibility consultants, to capital partners with traditional and opportunity zone financing capabilities, and ultimately to the dynamic mix of tenants and users who will be the heart of this vibrant and innovative mixed-use district. RELEVANT EXPERIENCE SKB brings 25 years of experience to ensure the City’s guiding principles and goals for the Redevelopment are met. We consistently demonstrate execution of those same principles in our work: excellence in design; prioritizing sustainability, community, and environmental responsibility; highly successful, accessible, and active public and private spaces; and financially strong projects that mitigate risks for our partners and create long-term value for all stakeholders. Please see the attached case studies for select properties within our current portfolio that are of particular relevance: The Round at Beaverton (Portland Metro, Oregon), High Street (Phoenix Metro, AZ), Iron Fireman (Portland, Oregon), KOIN Tower (Portland, Oregon), and 72nd & Dartmouth (Tigard, Oregon). As for execution, both SKB and our partners have demonstrated considerable expertise in the creation and curating of successful places, drawing upon deep relationships in every area of real estate development and management. Of specific note is our strong ownership experience of highly successful ground floor retail that integrates with the public realm and gathering spaces. As the team leader, SKB has undertaken over $1 billion in ground up development, and currently averages over $50 million per year in construction activity, involving redevelopment, repositioning, and capital improvement projects. In addition, SKB currently has approximately $344 million of real estate projects in varying stages of development. Equally as important, as a long-time owner of large- scale, high quality assets throughout its history, SKB also brings significant asset and property management experience to the team. With proven experience in owning and operating large-scale mixed-use developments, and portions of larger urban, mixed-use neighborhoods, SKB has a deep understanding of what is required to create, operate and maintain a successful, dynamic and economically sound project in that context. SKB’s strong intuition, focus, creative problem solving and institutional discipline bring a market “reality check” to the planning and design The Pearl District, an SKB mixed-use redevelopment in Portland, OR Page 118 of 192 | 13 12 | | Englewood CityCenter Redevelopment | Master Developer Proposal EXECUTIVE SUMMARY process and further enhance the probability of longer- term financial success of vertical projects. FINANCIAL CAPABILITY With over $4.2 billion in real estate transactions in its 25-year history, SKB brings deep capital, lending and brokerage relationships to better ensure project success. SKB has fourteen active institutional capital partners and strong relationships with multiple lending institutions. We engaged in over $285 million in annual acquisition, development and redevelopment activity and over $725 million in real estate loan transactions within the past 5 years. With its significant real estate activity, SKB further developed strong relationships with the leasing community to deeply understand Denver and national market trends and tenant needs and desires. As a result, we have the ability to engage the right leasing professionals to ensure that vertical projects are well-leased with well-curated tenants and remain financially stable. Acknowledging the fluid structure of the ownership and planning stages, SKB is a mature, long-standing business with the capabilities to engage with the eventual acquirer of the C-III controlled property and pursue a redevelopment of the City controlled property simultaneously. Coordination between properties is critical to the success of the overall project and community, and SKB has the available resources to work alongside the C-III buyer and simultaneously assist the City with the master-planned Redevelopment. UNDERSTANDING OF THE ENGLEWOOD VISION We recognize the importance of this project to the City of Englewood; it will not only continue to be home to the City’s governmental offices, but it also has the potential to emerge as a vibrant primary downtown for Englewood. It will continue to serve as a reliable transit hub and, with the right vision, can grow to include more housing options, commercial space, and public space. We can plan and execute on the City’s desire to create a true town center and the next generation of a transit- oriented downtown Englewood. SKB believes the Redevelopment will positively influence the immediate area and could effectively connect the transit station on the western edge with the Broadway corridor and the hospital complex to the east. We understand the considerable planning necessary to incorporate every aspect of the City’s visions, and we believe that our team is uniquely qualified to not only collaborate further in refining the detail for development, but also successfully execute the plan to fully achieve the City’s objectives. SKB is ready to commit additional human and capital resources to the effort to ensure successful planning and development. OUR STRENGTHS Our team’s strengths, described below, would be at the service of Englewood to build the next iteration of CityCenter. • Local leadership with deep roots in the community and a Denver-based Principal who lives in the immediate vicinity of the Redevelopment. • Demonstrated knowledge of Metro Denver’s real estate market dynamics, with 25 years of real estate investment in our Denver-west focused territories. • Boots on the ground with over 400,000 SF of office under ownership with dedicated property management and engineering teams. • Deep understanding of capitalization and financing strategies related to large and diverse real estate assets, including the structuring and implementation of special taxing districts, and the ability to creatively approach project financing. • Strong relationships with highly experienced Denver-based architects, engineers, contractors, capital partners, leasing brokers, and consultants that will complete the strong multi-disciplinary team. • Vertically integrated asset management, property management, and engineering teams that provide SKB with detailed insight into micro and macro opportunities and concerns. • Strong understanding of active ground floor retail, with over 785,000 SF in our current portfolio, including ownership of over 94,000 SF of ground floor retail, across 10 blocks, within the Pearl District in Portland, Oregon. The Portland Youth Builders touring The Glass Lab, an SKB mixed-use development currently under construction • Successful history of undertaking ground lease transactions with public and private parties, having undertaken a total of 10 ground lease transactions totaling over $510 million in transactional volume, most recently with Arizona State Land Department. • Strong reputation on delivering on our commitments and executing on transactions, even when others have previously failed. • Commitment to community creation and sustainability practices and policies for properties within our portfolio. • Deep relationships with partnering developers and operators with complimentary expertise – such as mixed-rate affordable housing, senior housing and student housing. In summary, we believe that not only has SKB demonstrated capabilities with specifically unique qualifications to successfully deliver the CityCenter Redevelopment, but we also have strong relationships with tenants, partnering developers, and operators to ensure a diverse, vibrant, and innovative mixed-use district that embodies the City’s vision.Page 119 of 192 | 15 SECTION 3 Proposal Response Iron Fireman, Portland, OR Page 120 of 192 | 17 16 | | Englewood CityCenter Redevelopment | Master Developer Proposal 1 Experience developing or redeveloping mixed-use and TOD projects, in Colorado and elsewhere SKB brings 25 years of experience to ensure the City’s guiding principles and goals for the Redevelopment are met. We consistently demonstrate execution of those same principles in our work: excellence in design; prioritizing sustainability, community, and environmental responsibility; highly successful, accessible, and active public and private spaces; and financially strong projects that mitigate risks for our partners and create long-term value for all stakeholders. Please see the attached case studies for select properties within our current portfolio that are of particular relevance: The Round at Beaverton (Portland Metro, Oregon), High Street (Phoenix Metro, AZ), Iron Fireman (Portland, Oregon), KOIN Tower (Portland, Oregon), and 72nd & Dartmouth (Tigard, Oregon). PROPOSAL RESPONSE High Street, Phoenix, AZ 2 Experience working with municipalities in a partner-like relationship to collaborate on redevelopment efforts and to define specific real estate and finance transactions as the plans evolve Please see the case study for The Round at Beaverton and 72nd & Dartmouth in Tigard for examples of SKB’s relevant municipal collaboration.Page 121 of 192 | 19 18 | | Englewood CityCenter Redevelopment | Master Developer Proposal 3 Initial ideas or recommendations regarding the redevelopment of the City Property, including mix of uses, phasing, specific ideas for the Civic Center building and parking garage, etc. SKB envisions the Redevelopment encompassing multiple phases, with the primary focus of the first phase of the Redevelopment centering around the existing development opportunities that are immediately accessible, while programming the site for future flexibility as additional sites, namely within the C-III Property, become unencumbered as the existing lease obligations expire. SKB will engage with the future owner of the C-III Property to highlight the mutual benefits of a unified Redevelopment in the hopes to partner on site improvements during the first phase, including improved access, signage, and branding opportunities. The first phase of redevelopment will center on the parking garage, surface lots, and the Civic Center building, primarily encompassing Blocks A and B per Tryba’s conceptual planning package on page eight of the RFQ. In addition to the vertical development, the first phase would ideally reconfigure the existing access ways to limit dead ends, increase pedestrian safety, and activate the street level to maximize viable retail frontage. SKB has provided an alternative Conceptual Development Plan for discussion purposes, which outlines initial thoughts regarding phasing and mix of product types. Please reference the preliminary site plan in conjunction with the following sections. Bullet numbers 7-8 outline SKB’s vision for Phase I site renovations that will improve flow of traffic and provide a safe central gathering place for the Redevelopment. SKB suggests improving W Floyd Avenue and creating a through street to the south of the Civic Center following the demolition of the existing parking garage Splash pad park Residential placemaking Active retail streetscape Revitalized office frontage Conceptual Development NEW BUILDINGS & ADDITIONS 1 Multi-Family Residential, Townhomes & Parking Garage Phase I 2 Multi-Family Residential, Townhomes & Parking Phase II 3 New Retail building fronting Inca Street Phase II 4 Multi-Family Residential & Parking Garage Phase II 5 Possible expansion to the Civic Center Building Phase I BUILDING RENOVATIONS 6 Renovate building to increase transparency and connections to the park space and to accommodate varied tenant mix Phase I STREET & PUBLIC REALM RENOVATIONS 7 Enhanced gateway from Hampden into Englewood City Center Phase I 8 New Public Access Road and Bus Drop-Off Phase I COLLABORATION 9 Collaboration and co-branding with adjacent property owners for a unified “Englewood CityCenter” branding and marketing effort Phase I 10 Collaborative site improvements and upgraded Englewood Trolley Phase I ENGLEWOOD PKWY KEY Multifamily (New) Retail (New) Existing Buildings PROPOSAL RESPONSE 8 8 W HAMPDEN AVES ELATI STW FLOYD AVES GALAPAGO STS FOX STS HURON STS INCA ST9 9 7 5 3 4 6 9 9 1 2 9 10 Page 122 of 192 | 21 20 | | Englewood CityCenter Redevelopment | Master Developer Proposal that connects to S Inca Street. SKB also suggests eliminating the roundabout to the west of the Civic Center and having buses utilize the newly created through street as the primary turnaround. This new connectivity would create an alternative public access way to the future multifamily sites outlined in Bullets 1 & 2, which would help alleviate vehicular congestion in the middle of the project. SKB hopes to create a collaborative atmosphere when engaging with the surrounding property owners by highlighting the mutual benefits of a site-wide redevelopment and by proposing ways to share in the associated expense and upside. A primary goal in Phase I is to undertake Englewood Parkway site improvements to create a walkable “Main Street” that will invite better connectivity between the City’s developments to the west with Broadway and the hospital district to the east, as outlined in ULI’s TAP report from 2016. A significant component of furthering this connectivity is increasing pedestrian infrastructure and improving the visibility, safety, and schedule of the Englewood Trolley. The location of Site 1 & 2 north of W Floyd Avenue and adjacent to the existing housing stock lends itself well to multifamily residential development. SKB expects podium and wrap style multifamily projects to achieve the appropriate level of density and aesthetic, including potential town homes along Inca Street that tie into the surrounding neighborhood. The new development would to take place over two phases, with the southernmost site developed in Phase I and the northernmost site used as staging and parking to alleviate RTD’s parking requirements. The current parking structure south of the Civic Center, labeled as Sites 3 and 4, can be selectively demolished to create the W Floyd Ave connectivity and to access development sites that would be well-suited for a mix of uses, including multifamily, hospitality, entertainment, and office, with selective retail as appropriate. Portions of Site 4 may ultimately remain as structured parking as required to provide an appropriate ratio for future tenants and to accommodate RTD’s ongoing requirements. Outside of the new W Floyd Ave infrastructure, SKB proposes redeveloping Site 3 and 4 as part of Phase II, which would permit adequate time to thoroughly study the multiple development options and would allow the structure to provide parking for CityCenter throughout Phase I. Subject to future discussions with the City, SKB envisions the Civic Center to retain the Englewood government functions. The Civic Center would undergo a renovation in Phase I with a focus on increasing transparency by adding new glazing, street level storefronts, and updated facades. Additionally, with the bus roundabout removed to the west, SKB would look to expand the footprint of Civic Center towards the transit station to increase the rentable office and retail square footage. Further, this expansion may be single or multiple levels, which would also provide the opportunity to create a private, elevated outdoor amenity for office users with views of the mountains to the west. The repositioning and potential expansion would solidify the Civic Center as the primary focal point of CityCenter, and additional transparency would provide a welcoming atmosphere for public and private visitors. Englewood CityCenter This first phase sets the stage for a larger, future redevelopment that ideally incorporates the C-III Property with the City Property. The initial scope will focus on adding more bodies through multifamily development, improving through access by connecting Inca Street and Floyd Avenue, and unifying the Redevelopment’s brand by focusing on continuity of signage, wayfinding, and messaging. In conjunction, these factors will increase the commercial viability of existing and new improvements and increase the City’s overall monetization potential. SKB will work with the City of Englewood, RTD, surrounding property owners, and other public and private stakeholders to curate the best mix of uses to prioritize a healthy balance between creating a community-gathering place and a financially stable downtown. 4 Initial ideas regarding possible approaches and financial transactions that would monetize the value of Englewood’s property interests in the City Property while minimizing its related risks SKB anticipates a multitude of monetization options for Englewood in regards to both the City and the C-III Properties. One potential option pertains to the existing ground lease of the C-III Property, which may be extended with an immediate prepayment or which may be extended by providing the lessee with future renewal options, prepaid or otherwise. Alternatively, the future potential buyer of the C-III Property may benefit from an outright fee-simple purchase of the underlying land, which would provide the City with immediate monetization and allow the City to collect annual real estate taxes from which it would not otherwise benefit. Additional monetization approaches may be in form of a sale of individual condominium interests, with rights of first offer and approval rights of potential buyers. 5 Ideas for funding various third-party predevelopment expenses required to replan the City Property and, potentially, the C-III Property to, in turn, facilitate related development and financial agreements between the City and the respondent, SKB is experienced in flexible funding of predevelopment costs, and it would be willing to prefund all third party predevelopment costs and expenses, subject to future discussions regarding cost sharing and reimbursement agreements with the City. PROPOSAL RESPONSE Englewood CityCenter Page 123 of 192 | 23 22 | | Englewood CityCenter Redevelopment | Master Developer Proposal 6 Initial thoughts on the extent to which the respondent would self-develop various vertical projects vs. transferring the subject development parcels to other vertical developers SKB has extensive experience in acquiring, developing, and creating a sense of place for creative, co-working, and traditional office and industrial tenants. As such, SKB would look to take the lead as developer for any office, retail, and industrial developments. Although SKB has previous and ongoing experience with ground-up multifamily development projects, SKB may look to find best in class, Denver Metro based execution partners on the multifamily, hotel, or corporate headquarters opportunities. These partnerships may take various forms, and each would be evaluated based on the individual opportunity 7 Financial capacity and resources, including possible plans to utilize financing made available because of the Opportunity Zones Program Over our 25-year history, SKB has completed over 90 individual investment opportunities encompassing over $4.2 billion. We capitalized these investments with best in class institutional and high net worth equity investors and household name lenders. Examples of our equity partners include, but are not limited to, Goldman Sachs, Oaktree Capital, and Prudential Insurance. Our lenders include HSBC, Canadian Imperial Bank, and Bank of America. These deep relationships empower SKB to secure the best available capitalization to ensure success. One of SKB’s primary investment thesis is investing in “The next Great Neighborhood.” As a result, after reviewing the Opportunity Zone Legislation, SKB discovered it had five assets in its existing portfolio that were located within Opportunity Zones. SKB has spent countless hours with tax counsel learning the legislation, benefits, and shortcomings of the Opportunity Zone regulations, and it is committed to maintaining that knowledge as the legislation is rewritten and refined. Currently, SKB is actively pursuing five individual Opportunity Zone investments (three in our existing portfolio and two new opportunities). SKB is finalizing the capitalization on two of these assets before the end of June (including 72nd & Dartmouth), with the expectation to close the other three before the end of 2019. SKB has a deep bench of potential capital partners and high net worth investors that are specifically targeting Opportunity Zone capitalization opportunities. Current Opportunity Zone investment demand out-paces viable investment supply, and SKB relishes the opportunity to bring nationally renowned, institutional investors to the table with the City of Englewood. 8 Experience with community outreach, public participation and education, in the context of complex development or redevelopment projects SKB has extensive experience working with unique communities and jurisdictions on complex redevelopment projects across the Western United States. SKB has deep pride and proven commitment to the communities that we work in, choosing projects that we feel that our team can bring knowledge and expertise to. As seen in our Case Studies, SKB can handle complex projects and we are committed to the long-term growth of the communities that we work in. SKB works with the relevant municipality, bringing our private sector market knowledge and resources to the table to work collaboratively with the City to ensure the best results for all. At SKB, our participation within communities goes beyond our development and redevelopment endeavors. We strive to be active leaders within the communities that we work on. Our employees give their time and resources to dozens of local organizations every year. In a challenging and ever-changing real estate environment, we understand that to provide the best product to our tenants and investors, we must be committed to the long-term health of the communities we work in. THE ROUND, BEAVERTON, OR Since 2011, SKB has successfully coordinated and actively targeted a collaborative strategy for the development of the project, working with all levels of City government to encourage and cultivate the type of growth and improvement that the development was originally intended to foster. Examples of this success include the opening of the Beaverton City Hall and frequent markets, festivals and other public events in the open spaces. HIGH STREET, PHOENIX, AZ The project hosts many charity and community events on High Street including the annual Boys and Girls Club ‘Dish-it-Out’ culinary fundraiser, blood drives, Octoberfest for Parkinson’s along with monthly community farmers markets and other seasonal community events. Development of this project involved extensive negotiations with the various public and private stakeholders, including the State of Arizona, the Arizona State Land Department, as well as the neighboring leasehold owners. The resulting impact has been to create a premier and thriving live-work- play destination for experiential retail, office, and residential. IRON FIREMAN, PORTLAND, OR The property also plays host to numerous and diverse tenant-centric and community events and gatherings, which include Portland Bazaar, PDX Metro events, Oktoberfest, weddings, art shows, food cart pods, as well as short term, nonprofit-sponsored seminars and events. Development of this property involved extensive negotiations with the City of Portland, who had not seen the inside of the buildings for more than 80 years prior to SKB’s ownership. Many unique and idiosyncratic features of this expansive property meant that SKB necessarily had to work in close partnership with the City of Portland in executing SKB’s business and leasing plan. The resulting impact to the area has been to create a thriving urban industrial property that is helping to transform the look and feel of the Close-In Eastside neighborhood in which it is located. Iron Fireman, Portland, OR PROPOSAL RESPONSE Page 124 of 192 | 25 24 | | Englewood CityCenter Redevelopment | Master Developer Proposal KOIN TOWER, PORTLAND, OR KOIN Tower’s renovated lobby has been donated for community use including events organized by Pacific Northwest College of Arts for Design Week Portland and First Thursday. The building hosts numerous tenant and community events throughout the year including Easter Seals Bloomfest, blood drives, CPR and first aid training and flu shoot clinics. The building promotes wellness by providing a well-appointed fitness center free of charge to tenants, indoor secured bicycle parking and a loaner bicycle for tenant use. In 2016 KOIN Tower ownership took a leadership role and pledged $222,000 in support of a voluntary LID to restore the four fountain parks of the Portland Open Space Sequence designed by Lawrence Halprin. 9 Team member resumes and experience SKB’s broad experience with large mixed-use projects at every stage of the development process and deep relationships with best-in-class real estate professionals will ensure the implementation of Englewood’s plan, guaranteeing its success as a central place that provides attractive opportunities for new employers, retailers, and residents. Our institutional equity and debt partners have come to trust that our vertically integrated platform, entrepreneurial culture, and passion for real estate keep us at the forefront of innovation within the industry. Our project team is committed to successfully fulfilling Englewood’s vision of creating a functional central gathering place that is complementary to the City’s commercial core while positioning the investment opportunities for optimal monetization potential. SKB offers its unique perspective developed over its 25- year history to collaborate with the City to create a financially stable, re-energized CityCenter. KOIN Tower, Portland, OR Richard Morean EXECUTIVE VICE PRESIDENT CAPITAL MARKETS, PRINCIPAL ENGLEWOOD PROJECT PRINCIPAL – CAPITAL MARKETS Mr. Morean has 30 years of commercial real estate experience, including 6.5 with SKB Companies. Mr. Morean joined SKB Companies as a Principal in 2013 after holding senior positions with firms including Trammell Crow Company, Kennedy Associates Real Estate Council, Furniture Row Companies, and GE Capital Real Estate. He sits on the firm’s investment committee and is deeply involved in SKB’s acquisitions and investment efforts. He has driven the growth of the firm’s institutional investor relationships, which has helped to drive company expansion in the western U.S. Living in Denver, CO (Greenwood Village), Mr. Morean has had deep Denver real estate experience, market knowledge, and has been involved in all aspects of the real estate process through his career. This includes capital raising, acquisitions, asset management, dispositions, financing, etc. for all asset product types. Mr. Morean grew up in Denver and attended Colorado State University before moving to Arizona in 1985 to attend the Thunderbird Global School of International Management to earn his MBA. After 13-years away from Colorado with roles at Trammell Crow Company and Kennedy Associates, he returned home to Denver in 1998 to start up and run the real estate office for Kennedy Associates Real Estate Council, a real estate pension fund advisor. Mr. Morean Also ran the Denver real estate platform for Furniture Row Companies and for GE Capital Real Estate, where he oversaw the firm’s investment of equity capital into various real estate deals nationally Relevant Experience • Kennedy Associates Real Estate Council In 1998 founded and ran the firm’s new Denver office and was instrumental in Kennedy’s equity investments in a number of Denver area real estate deals, including Legacy Plaza, the first office asset developed in Denver’s Central Platte Valley neighborhood behind Union Station. Additional projects were undertaken with developer, Trammell Crow Company and included an office asset in Greenwood Village (150,000 sf) and two office properties in Louisville (200,000 sf). • Furniture Row Companies Oversaw the firm’s real estate platform, which included overall site selection, entitlements, public/private collaborative interaction, development, and asset management. While at Furniture Row, he was responsible for development of the firm’s retail assets nationally. This included Furniture Row’s flagship Denver location in Lone Tree, as well as the Dacono store. While the firm owned an additional 50 acres of land in Lone Tree, Mr. Morean was responsible for the firm’s relationship and collaborative interaction with the city of Lone Tree. • SKB Companies Initiated SKB’s new Denver office once joining the firm as a principal in 2013. Mr. Morean has taken a lead role in the firm’s Denver investments, including the acquisition of Greenwood Corporate Plaza in Greenwood Village near the Arapahoe light rail stop. This investment is owned with SKB and its institutional partner, Goldman Sachs, and is still in the SKB portfolio. EDUCATION Colorado State University MBA, “Thunderbird” American Graduate School of International Management PROFESSIONAL ASSOCATIONS ULI Previously ICSC, NAIOP, CoreNet (corporate R E). FINRA licenses 63 & 22 Planning & Zoning Commission for the city of Winfield, IL in 1989-1990. PROPOSAL RESPONSE Page 125 of 192 | 27 26 | | Englewood CityCenter Redevelopment | Master Developer Proposal Todd Gooding PRESIDENT, PRINCIPAL ENGLEWOOD PROJECT PRINCIPAL – STRATEGY Mr. Gooding has 28 years of commercial real estate experience, including 22 with SKB, where he is credited with developing the firm’s “value-add/ opportunistic” acquisition platform. He was named a principal in 2002 and president and chief investment officer in 2006. During his tenure at SKB, Mr. Gooding has initiated $4.36 billion of acquisitions and concomitant debt placements and restructuring, and he serves as a member of the SKB Investment Committee. He was also responsible for initially sourcing and maintaining SKB’s institutional capital partner relationships to bolster the development and redevelopment investments. He started his real estate career as a licensed real estate appraiser with then CB Commercial, Inc. Prior to joining SKB, he served as vice president of acquisitions for G.E. Capital Investment Advisors and senior real estate analyst with CB Commercial, Inc. in San Francisco. Mr. Gooding is an Advisory Board member for The Center of Securities Analysis at the University of Oregon and holds FINRA 22, 39 and 63 licenses. Relevant Experience • Hight Street ($102,000,000) 24.91 acre development with nine, three and four story office and multifamily buildings accompanied by ground floor retail and two parking garages, includes 99 luxury residential units, 176,000 SF of upscale retail dining and entertainment options and over 334,000 SF of Class A office space • The Round ($33,000,000) 5.86 acre development with 24,000 SF of ground floor commercial/retail space, a five-story parking structure with 15,000 SF of ground floor retail space and a five-story 119,000 SF office building, along with three development lots totaling 96,000 SF • Hanna Andersson HQ ($15,670,000) 113,676 SF project consisting of a two-story office building, along with an adjacent industrial building, restaurant building, and parking lot. Current North American HQ for Hanna Andersson • KOIN Tower ($88,000,000) Iconic, class-A mixed-use building in downtown Portland. Significant multi-million dollar repositioning. Current HQ for SKB EDUCATION Bachelor of Science, University of Oregon PROFESSIONAL ASSOCATIONS ULI ICSC John Olivier SENIOR VICE PRESIDENT OF ACQUISITIONS AND DEVELOPMENT ENGLEWOOD PROJECT LEAD Mr. Olivier has been in the real estate industry for over two decades. He started his career in the practice of law, representing several national and regional lenders, owners and developers in over $1.5 billion of real estate transactions, including acquisitions and dispositions, financing, joint ventures and ground up-development. In 2005, he left his role as partner with a regional Florida law firm to pursue opportunities on the business side of the real estate industry. During that time, he has been involved with the acquisition, entitlement and development of a variety of projects, including retail, office, mixed-use, condominium, subdivision and hospitality assets. In early 2015, Mr. Olivier brought his broad skill set to SKB, where he now leads the Acquisitions and Development team on ground-up and redevelopment opportunities. Relevant Experience • 1921 SE 3rd ($56,500,000) Development of 140,000 SF building with office, creative industrial, retail and underground parking; Role: acquisition and Project Lead • 1805 SE MLK ($14,000,000) Redevelopment of 41,000 SF industrial building into creative industrial and office; Role: acquisition and Project Lead • Residence Inn – Pearl District / Portland, Oregon ($51,000,000) 223-room Marriott Residence Inn Hotel. Financed utilizing the EB-5 Program; the first hotel within the Pearl District; Role: acquisition, Structuring EB-5 Investments, Project Management • Hyatt House – Riverplace District / Portland, Oregon ($54,000,000) 203-room Hyatt House. Financed utilizing the EB-5 Program. The only Hyatt hotel within Portland’s urban core; Role: acquisition, Structuring EB-5 Investments, Project Management • W Hotel and Residences – Fort Lauderdale, FL ($220,000,000) 1,033,740 SF, mixed-use resort on a 4.5-acre site; 346 hotel rooms and 171 luxury residential units in twin 23-story towers; amenities include a destination health spa, two swimming pools, meeting and convention facilities, premium restaurants and lounges and an 827-car parking garage; Role: development counsel, responsible for acquisitions/land assemblage, entitlements and conceptualizing and implementing condominium and hotel structure EDUCATION Juris Doctor degree, University of Tulsa Bachelor of Arts, University of Oklahoma PROPOSAL RESPONSE Page 126 of 192 | 29 28 | | Englewood CityCenter Redevelopment | Master Developer Proposal Tom Howes SVP OF DEVELOPMENT AND CONSTRUCTION MANAGEMENT ENGLEWOOD CONSTRUCTION LEAD Mr. Howes joined SKB in 2013, with over 35 years of experience in managing major development and construction projects throughout the United States. Past responsibilities included managing all design, government relations, lender coordination, and budgets through project completion for over one billion dollars of projects. Prior to joining SKB, Mr. Howes was Director of Design and Construction for Thomas J. Klutznick Company, where he developed Phase I of City North in Phoenix AZ (Residential/Retail/Office). In addition, he opened ten regional malls throughout the United States for JMB/Urban Retail Properties. As their Development Manager, his duties included opening the development office and managing all development and construction required to complete each new construction project. Notable construction projects include Paseo Nuevo in Santa Barbara, Town Center at Boca Raton, Penn Square in Oklahoma City, and Roseville Galleria in California. Relevant Experience • City North, Phoenix, AZ ($240,000,000) Mixed Use, 99 residential units, 350,000 SF office, 185,000 SF retail, 1340 stall garage, 22 acres land development • Northfield, Denver, CO ($110,000,000) Mixed Use, 100,000 SF office, 900,000 SF retail, 1340 stall garage, 60 acres land development • Saddle Rock Village, Aurora, CO ($25,000,000) Retail, 300,000 SF and land development • Roseville Galleria, Roseville, CA ($140,000,000) 1,000,000+ region shopping mall, and associated land development • Citrus Park Town Center, Tampa, FL ($105,000,000) 1,000,000+ region shopping mall, and associated land development • Wolfchase Galleria, Memphis, TN ($90,000,000) 1,000,000+ region shopping mall, and associated land development • Brandon Town Center, Tampa, FL ($105,000,000) 1,000,000+ region shopping mall, and associated land development • Paseo Nuevo, Santa Barbara, CA ($175,000,000) 1,000,000+ region shopping mall, and associated land development James Paul EXECUTIVE VICE PRESIDENT − ASSET MANAGEMENT, PRINCIPAL ENGLEWOOD REPORTING AND COMMUNICATIONS As Executive Vice President, Mr. Paul leads the asset management and property management departments. He oversees SKB’s $1.2 billion portfolio including developing investment strategies, property valuations, dispositions, asset operations and refinancings. He serves as a member of the SKB Investment Committee. Mr. Paul is also directly responsible for asset management for a portfolio of assets and complements the firm’s due diligence, acquisitions and investor management efforts. Mr. Paul joined SKB in 2000. During his career, Mr. Paul has served as a court-appointed receiver and directed SKB’s initiative to bring property management in-house. He has underwritten more than 30 closed transactions totaling over $1 billion in value. Chris Holden SENIOR DIRECTOR OF REAL ESTATE MANAGEMENT ENGLEWOOD OPERATIONS MANAGEMENT Mr. Holden joined SKB in 2013 with over 25 years of experience in real estate asset, facilities and construction management; property leasing and marketing; project development; financing; acquisitions; and dispositions. In conjunction with the firm’s asset managers, he directs the activities of SKB’s in-house management teams, serving nearly 5 million SF in our primary western states markets. With revenues exceeding $80 million and operating budgets of some $35 million, Mr. Holden ensures that all SKB performance standards are met, the properties operate smoothly, leasing efforts are supported and SKB realizes the investment objectives set forth for its acquisitions. He encourages the development of SKB’s 50 property management and engineering professionals while providing senior direction in all facets of property and facilities services. EDUCATION Bachelor of Science in Business Administration, University of Oregon HONORS & AWARDS 2015 Portland Business Journal’s Top Forty Under 40 Runners Up List EDUCATION Bachelor of Arts in Organizational Management, Evergreen State College PROPOSAL RESPONSE Page 127 of 192 | 31 30 | | Englewood CityCenter Redevelopment | Master Developer Proposal DAVID TRYBA , FAIA LEAD DESIGN PRINCIPAL, TRYBA ARCHITECTS DENVER, CO The Founding Principal of the architecture, urban design and planning firm, David’s passion for cities directs the work of Tryba Architects. He is involved in each of the firm’s projects and excels at leading talented designers towards solutions that are in the best interest of the client, the community and the project. David’s entrepreneurial spirit directs the firm’s commitment to the transformation of urban buildings, sites and systems into active, human-scaled and successful places. David possesses a deep understanding of the evolution of cities – past, present and future - and has completed projects across North America, including: Colorado, New York, California, Florida, Michigan, Pennsylvania, Utah, Arizona, Massachusetts, Mississippi, Washington, Texas and Mexico. SARAH KOMPPA, AIA SENIOR ASSOCIATE, URBAN DESIGN AND PLANNING, TRYBA ARCHITECTS DENVER, CO Sarah is an Urban Designer and Architect bringing fourteen years of national experience in Master Planning and urban design. She enjoys the challenge of complex projects and the ability of design to transform and create place. With experience ranging from Campus, cultural, transportation and neighborhood planning, Sarah brings a keen understanding of urban sites, sustainability and multi-modal connections to the project. LEAD ARCHITECT AND URBAN DESIGN As Master Developer, SKB plans on fully engaging Tryba Architects and its local team of engineers and consultants to help execute the Redevelopment. SKB and Tryba have successfully worked together on six urban redevelopments projects in multiple markets, providing the City of Englewood with a proven team. Tryba Architects specializes in the full integration of architecture, urban design and planning. Throughout our 31-year history, our 60-person firm has earned a national reputation for shaping thriving urban neighborhoods and designing unique, timeless buildings. We take our clients' goals to heart to craft highly-personalized and context- sensitive places at all scales, from the neighborhood to the street to building orientation to the smallest detail of our buildings and interiors. We look forward to working with Englewood, given our strong shared commitment to distinctive design and creating a community destination. Additionally, as a sign of our commitment to clients and their visions, we often go beyond providing standard architectural services and consulting as financial partners in our clients' projects. 10 Information about potential third-party redevelopment team members 11 Information about the respondent’s unique experience, culture, capabilities, industry relationships, etc., that would allow them to bring unique value to the redevelopment Our team’s strengths, described in the Executive Summary and below, would be at the service of Englewood to build the next iteration of CityCenter. • Local leadership with deep roots in the community and a Denver-based Principal who lives in the immediate vicinity of the Redevelopment. • Demonstrated knowledge of Metro Denver’s real estate market dynamics, with 25 years of real estate investment in the Western United States. • Boots on the ground with over 400,000 SF of office under ownership in Denver, with dedicated property management and engineering teams. • Deep understanding of capitalization and financing strategies related to large and diverse real estate assets, including the structuring and implementation of special taxing districts, and the ability to creatively approach project financing. • Strong relationships with highly experienced Denver-based architects, engineers, contractors, capital partners, leasing brokers, and consultants that will complete the strong multi-disciplinary team. • Vertically integrated asset management, property management, and engineering teams that provide SKB with detailed insight into micro and macro opportunities and concerns. • Strong understanding of active ground floor retail, with over 785,000 SF in our current portfolio, including ownership of over 94,000 square feet of ground floor retail, across 10 blocks, within the Pearl District in Portland, Oregon. • Successful history of undertaking ground lease transactions with public and private parties, having undertaken a total of 10 ground lease transactions totaling over $510 million in transactional volume, most recently with Arizona State Land Department. • Strong reputation on delivering on our commitments and executing on transactions, even when others have previously failed. • Commitment to community creation and sustainability practices and policies for properties within our portfolio. • Deep relationships with partnering developers and operators with complimentary expertise– such as mixed-rate affordable housing, senior housing and student housing. In summary, we believe that not only has SKB demonstrated capabilities with specifically unique qualifications to successfully deliver the CityCenter Redevelopment, but we also have strong relationships with tenants, partnering developers, and operators to ensure a diverse, vibrant, and innovative mixed-use district that embodies the City’s vision. 12 Initial ideas, if any, regarding redevelopment concepts, uses and phasing for the City Property and alternatives for the Civic Center property, including alternatives for retaining the Englewood government functions located there vs. relocation to other leased or developed facilities As discussed in answer #3, subject to future discussions with the City, SKB envisions the Civic Center to retain the Englewood government functions. Barring a large office requirement, a renovated and expanded Civic Center has the capacity to provide public and private office tenants a central Englewood location and modern common office amenities under one roof. PROPOSAL RESPONSE Page 128 of 192 | 33 32 | | Englewood CityCenter Redevelopment | Master Developer Proposal 13 References from other municipalities with which the respondent has worked (minimum of three references from master development projects in the past 10 years), including information about the use mix within those projects, project cost, financing sources used and investment in public amenities THE ROUND, BEAVERTON, OR Mayor Denny Doyle City of Beaverton, Oregon (503) 526-2222 ddoyle@beavertonoregon.gov HIGH STREET, PHOENIX, AZ Christine Mackay Community and Economic Development Director, City of Phoenix, AZ (602) 534-9049 christine.mackay@phoenix.gov IRON FIREMAN, PORTLAND, OR Kyle Chisek Director of Bureau Relations City of Portland, Office of the Mayor Ted Wheeler (503) 823-1126 kyle.chisek@portlandoregon.gov KOIN TOWER, PORTLAND, OR Jeff Mills Prudential Real Estate (previous Equity Partner 2015-2018) jeff.mills@pgim. com, (415) 244-3081 72ND & DARTMOUTH, TIGARD, OR Kenny Asher Community Development Director, City of Tigard 13125 SW Hall Blvd. Tigard, OR 97223 503.718.2443 (office) kennya@tigard-or.gov 14 For respondents that may still be involved, in one way or another, in pursuing the acquisition of the C-III Property as of the May 15, 2019 RFP response date, please discuss your approach to the potential opportunity to create and execute a larger redevelopment plan involving both the C-III Property and the City Property At this time, SKB is no longer a participant in the acquisition process for the C-III Property. However, we feel the time invested in the sale process gives us unique insight into the strengths and weaknesses of the project that we can leverage throughout the planning phases of the City Property. Additionally, the insight will be helpful when engaging with the future owners of the C-III Property, as it gives us immediate credibility and should foster a collaborative atmosphere. 15 For respondents that are not involved in pursuing the acquisition of the C-III Property, please discuss whether and how you would assess the potential to collaborate with the purchaser of that property to explore the joint formulation of a larger, shared redevelopment plan and strategy SKB and our Partners will be open book with the buyers of the C-III property and would encourage a shared redevelopment plan and strategy. SKB engaged with a multitude of local resources to understand the unique opportunities present in the existing retail and office improvements during the C-III sale process, and KOIN Tower, Portland, OR we understand the considerable value that additional mixed-use development would create for the C-III Property owners. At the earliest available opportunity, SKB would suggest a unified branding, wayfinding, and signage agreement spanning the sites. SKB would use this as a launching board for additional discussions about further participation in the broader redevelopment plan as development sites become unencumbered once existing leases expire. 16 Expanding on questions #3 and #6 above, respondents are requested to share their initial view on the best mix of hotel, office, multifamily, retail and other uses on the City Property plus information on how they would expect to target and attract those uses that often involve third- parties, such as a hotel owner/operator, large-employer office tenants, retail tenants, etc. SKB envisions the best mix of new development to consist of multifamily, office, hotel, and retail, in that order. Multifamily would be the lead product type for new ground-up development and would consist of new market-rate multifamily residential and townhomes north of Floyd Avenue at approximately 100 units per acre density, as well as multifamily residential with ground floor retail south of the Civic Center. Office product would exist primarily within the repositioned and expanded Civic Center and selectively in new and existing retail if the use were complimentary to the curation of the tenant mix in the Redevelopment. Increasingly, Denver’s office tenants are focusing on traffic patterns to drive decision-making. The redeveloped City Center office building will provide a prospective larger office user with contiguous blocks of space on large floorplates, which is difficult to find outside of the CBD or the SE Submarket. The Civic Center can provide high-quality office space on light rail, in close proximity to executive and workforce housing in the surrounding communities, while still offering tenants a 20-minute drive to downtown without having to contend with I-25. We expect one of the local leasing teams, from which we have many quality relationships to choose, would be able to point to the unique characteristics of an Englewood location to pull a tenant from the Tech Center or CBD. SKB will work with its President and CEO of the SKB Hotel Group, Robert Riley, to pursue the potential addition of a full-service hotel or boutique hotel that could provide additional amenities and conference and meeting rooms for Civic Center’s office tenants, the City of Englewood, the nearby hospital, and the surrounding community. The multifamily development site south of the Civic Center is a potential location for a hotel use, and being on the west side of the project would provide hotel users with unobstructed views of The Round, Beaverton, OR PROPOSAL RESPONSE Page 129 of 192 | 35 34 | | Englewood CityCenter Redevelopment | Master Developer Proposal the mountains. Retail is the lowest priority for new development and would primarily be located on the ground floor of the newly developed multifamily projects. The expectation is that the new ground floor retail would benefit from the close proximity to Hampden Avenue and the highest rent-achieving spaces in the C-III retail portfolio. 17 Related to #16, respondents should describe possible approaches to reconfiguring the existing structured and surface parking at CityCenter, possible mechanisms for sharing the cost of such parking and ideas for engineering structured parking to enable conversion to other uses in the future as parking demand decreases, as is widely projected Depending on the RTD and future mixed-use parking requirements, parking may exist in a combination of surface and structured lots, and potentially in conjunction with residential, office, or hotel development. SKB is currently programming a parking garage in Portland with specifications that make it a viable candidate for future office conversion, including tall ceilings, long window lines, and mechanical/ elevator cores that can be up-fitted for additional occupancy requirements. Incorporating these features into new above-grade parking structures provides the City, or potentially future owners of the structures, the flexibility to convert single floors or entire structures to new uses as future parking requirements wane. The cost of the parking structures may be shared between the surrounding developments and parcelized as condominium interests, or individual parking structures may act as standalone investments with revenue monetization resulting from leasing stalls to surrounding users. For existing structures and surface lots, SKB sees the opportunity to execute a shared parking agreement similar to the Round at Beaverton, which provided an equitable parking allocation for building owners that addressed varying use requirements at different times of day. Iron Fireman, Portland, OR KOIN Tower, Portland, OR 18 Respondents should discuss whether they are prepared to collaborate with the City on related place-making activities, including: (a) assuming management of the CityCenter exterior property management functions currently provided by EEF, (b) the potential opportunities to brand, market and program Englewood CityCenter, including the need for related conversations with the other key CityCenter stakeholders, Walmart and the ArtWalk Apartments; (c) participation in the establishment of a Downtown Development Authority; and (d) participation in steps to improve the Englewood Trolley as a key transit connection between CityCenter and Englewood’s downtown and hospital districts. SKB and its partners have extensive experience with property management, and we currently manage approximately 5 million SF of office industrial and retail assets in the western United States, including approximately 600,000 SF in Greenwood Village, CO. We would embrace the opportunity to property manage the CityCenter portfolio and would bring our best practices to the opportunity. SKB and our strategic partners also have extensive experience branding, marketing, community outreach as well as being an active participant in establishing improvement districts and improving access to public transportations. Examples include: PORTLAND METRO AREA • Strategic Partner with / neighbor of Oregon Museum of Science and Industry (OMSI) – programming and branding of initial catalyst project within OMSI’s mixed-use district. (While we did not win the RFQ, we have a continuing close working relationship with OMSI). • Founding Member of Innovation Quadrant (IQ) Board – Role in strategic implementation of district goals, including membership within IQ workgroups (Real Estate Business and Placemaking). • Instrumental in courting Portland Youth Builders as a key community member within the IQ Real Estate Biz work group to facilitate involvement of the PYB program in the implementation of the IQ. • Early signatory to Eastside Services District, helping to fund enhanced district-wide services, including jobs and services for the homeless community. • Tigard – working closely with Economic Development and the City’s Urban Renewal Authority to implement the newly adopted Urban Renewal Plan and be the first developer to bring a catalyst mixed-use project into the URA. PROPOSAL RESPONSE Page 130 of 192 | 37 36 | | Englewood CityCenter Redevelopment | Master Developer Proposal • Beaverton – working closely with Community Development Office to relocate City Hall and finish the development of a mixed use Transit Oriented Development. Projects included redrafting community power plant agreement and comprehensive parking management plan. SAN FRANCISCO BAY AREA • LIT San Leandro – early adopter/partner/advocate for LIT San Leandro – a high speed fiber optic line distributed through San Leandro to maximize connectivity and drive innovation and technology quadrants within the municipality. • BART Shuttle – early adopter/partner/advocate for BART Shuttle - peak time connectivity between Bay Area Rapid Transit (BART) and select destinations throughout the city of San Leandro, including Gate510. • Hamilton Landing Novato, CA - early adopter/ partner/advocate of shuttle run by the Hamilton Landing HOA (Former Hamilton Air Force Base) between the light rail and Hamilton Landing, the Safeway complex and other select areas. • Ale Trail – Worked with multiple stake holders, including the City of San Leandro, to create a destination oriented path that celebrates San Leandro’s microbrewery scene. PROPOSAL RESPONSE SKB is prepared to engage and collaborate with the surrounding property owners and all related stakeholders to create a unified branding, marketing, and programming effort. We have worked with Tryba on similar projects and are excited for the opportunity to release the full team to begin developing ideas. SKB would also be interested in being involved with the establishment of a Downtown Development Authority, and have had similar experience with The Round at Beaverton. Finally, SKB is interested in taking steps to improve the Englewood Trolley to create better connectivity to Broadway and the hospital district to the east. Although this would entail bringing a number of stakeholders in the surrounding area together, which can be a difficult task to achieve in a timely manner, SKB sees countless benefits to creating better connection to some of the biggest economic drivers in the area. 19 For the respondent’s past development projects, especially those involving a municipal partner, describe the range of resulting financial returns to the firm (may be stated as internal rate of return, cash-on-cash return, etc.) SKB primarily evaluates opportunities based on a targeted return-on-cost, internal rate of return, and equity multiple. SKB’s post-recession development and redevelopment project-level returns can be seen in the table below. The firm regularly invests corporate and principal capital and generates a combination of property, asset, and construction management fees, as well as profit interests upon reversion or sale. The targeted financial returns to SKB vary depending on the project’s size, timeline, and level staff involvement. SKB’s vertical integration allows us to earn market-level property, asset, and construction management fees that sustain the firm, with the targeted profit interests serving to align interests. Property Property Type Acquisition Disposition Hold Period Purchase Price Sale Price Assets Acquired & Disposed After 2010 Bank of the Cascades Portfolio, ID & OR All Asset Classes Sep-11 Sep-12 1.0 yrs. 60,000,000 88,300,000 First Independent Bank Portfolio, OR & WA All Asset Classes Jan-11 Jun-13 2.4 yrs. 10,800,000 16,400,401 Albertsons Portfolio Recapitalization, Arizona Retail Jun-12 Sep-13 1.3 yrs. 10,000,000 11,630,000 West Willows, Redmond, WA Office/Flex Jul-11 Mar-15 3.7 yrs. 17,400,000 28,500,000 Parkside Center, Portland, OR Office Sep-12 May-15 2.6 yrs. 38,700,000 55,000,000 Tower Plaza, San Mateo, CA Office Dec-13 Sep-15 1.7 yrs. 41,750,000 67,500,000 Broadway Webster Medical Plaza, Oakland, CA Medical Jun-11 Nov-15 4.4 yrs. 29,750,000 44,104,750 The Round, Beaverton, OR Office & Retail Apr-12 Feb-16 3.8 yrs. 13,250,000 29,325,000 American Bank Building 2014, Portland, OR Office Jul-14 Feb-17 2.6 yrs. 45,100,000 53,000,000 High Street, Phoenix, AZ Mixed-Use Apr-13 Jul-17 4.3 yrs. 67,000,000 129,500,000 Western U.S. Office and Industrial Portfolio Office/Industrial Oct-13 Sep-17 4.0 yrs. 43,000,000 78,781,214 CH2M Center, Portland, OR Office May-15 Dec-17 2.6 yrs. 55,000,000 65,000,000 Creative Office Portfolio, Portland, OR Office Sep-13 Feb-18 4.4 yrs. 49,050,000 83,925,000 KOIN Tower, Portland, OR Office Jan-15 Apr-18 3.3 yrs. 88,000,000 127,500,000 Mountaingate Plaza (Recap), Simi Valley, CA Retail Aug-13 Jun-18 4.9 yrs. 44,550,000 51,125,000 Westgate Center (Recap), San Leandro, CA Mixed-Use Feb-15 Oct-18 3.7 yrs. 42,900,000 87,000,000 Hoyt20 (Hygge), Portland, OR Residential Aug-16 Nov-18 2.2 yrs. 13,400,000 17,300,000 3.1 yrs. 669,650,000 1,033,891,365 Property Gross Equity Gross IRR Gross Equity Multiple Assets Acquired & Disposed After 2010 Bank of the Cascades Portfolio, ID & OR 600,000 63.77% 1.55 First Independent Bank Portfolio, OR & WA 11,062,758 32.77% 1.55 Albertsons Portfolio Recapitalization, Arizona 8,383,962 62.40% 1.37 West Willows, Redmond, WA 6,815,855 21.59% 2.01 Parkside Center, Portland, OR 17,425,000 22.91% 1.79 Tower Plaza, San Mateo, CA 42,517,403 27.26% 1.51 Broadway Webster Medical Plaza, Oakland, CA 13,640,000 19.85% 2.02 The Round, Beaverton, OR 6,789,056 27.42% 2.55 American Bank Building 2014, Portland, OR 16,105,350 17.02% 1.45 High Street, Phoenix, AZ 70,551,530 13.28% 1.42 Western U.S. Office and Industrial Portfolio 17,683,542 43.12% 2.66 CH2M Center, Portland, OR 23,116,481 12.71% 1.37 Creative Office Portfolio, Portland, OR 19,742,217 30.06% 2.04 KOIN Tower, Portland, OR 39,328,784 18.24% 1.82 Mountaingate Plaza (Recap), Simi Valley, CA 16,900,250 10.99% 1.53 Westgate Center (Recap), San Leandro, CA 22,501,150 24.95% 2.25 Hoyt20 (Hygge), Portland, OR 4,508,335 38.12% 2.00 337,671,674 21.54% 1.73 Realized Investments Englewood CityCenter Page 131 of 192 | 39 38 | | Englewood CityCenter Redevelopment | Master Developer Proposal 20 For respondent’s potential involvement as the master developer of the City Property at CityCenter, what is the range of resulting financial returns that respondent would expect to target (may be stated as internal rate of return, cash-on-cash return, etc.) SKB anticipates market-level returns consistent with current market expectations. The full scope of the work and resulting risk is yet to be determined, but SKB will target market-level internal returns for deploying human and financial resources. We welcome the opportunity continue to discuss financial requirements of a sustainable partnership. 21 Discuss respondent’s general equity and debt resources available for the CityCenter redevelopment as well as the respondent’s willingness to provide construction and loan guarantees SKB has capitalized $4.2 billion in total investments with best in class institutional and high net worth equity investors and household name lenders. Examples of our equity partners include, but are not limited to, Goldman Sachs, Oaktree Capital, and Prudential Insurance. Our lenders include HSBC, Canadian Imperial Bank, and Bank of America. We have a deep bench of equity and debt partners with various risk and return targets that would have an interest in each of the redevelopment opportunities. We expect to engage with our financial resources for individual redevelopment opportunities as they are identified, ideally taking advantage of the Opportunity Zone financing in similar fashion to the newly capitalized 72nd & Dartmouth project. SKB believes current market conditions allow developers to secure non-recourse construction financing with completion guarantees at competitive market terms. 22 For projects where the respondent has partnered with a municipal government (formally or informally), discuss whether there are other financial criteria respondent evaluates to consider and structure its involvement and discuss how these considerations might apply to the redevelopment of the City Property at CityCenter (e.g., lower going-in acquisition costs, lower financial risk, etc.) SKB evaluates projects based on the entirety of the risk and the entirety of the revenue, acting as fiduciaries for its investors. There is no specific inclusion, exclusion, or priority in this regard. 23 For projects involving respondent partnering relationships with municipal entities, discuss how the respondent generally accounted for its associated overhead costs, including personnel, office and travel expenses (have these been charged to the project, and if so were additional margins included, or are they generally viewed as a cost of doing business) SKB overhead costs are typically charged at cost with no margin to the project. Assuming market-based valuation and execution, SKB bears the financial risk involved with pre-acquisition costs and would include those in the capital stack with its debt and equity partners. 24 Expanding on #4 above, respondents are requested to preliminarily describe a possible "deal structure," including how the respondent might propose to: a. Ground lease or purchase the Civic Center building and land, b. Provide a subsidized long-term lease to the City (in or outside of the Civic Center building), c. Provide financial participation to the City in connection with the development of the North Parking Lot (net of ground lease buyout costs and costs of providing shared parking to RTD), and d. Provide additional financial participation to the City in connection with additional development opportunities to be identified on the City Property The preferred deal structure is a fee-simple purchase of the underlying land and assets, or alternatively a purchase of condominium interests. Although we are familiar with ground lease transactions and will entertain those during future discussions, for ease of capitalizing these projects with market terms, we suggest fee-simple land and asset sales. SKB sees tremendous value in the Civic Center redevelopment opportunity, and a fee-simple acquisition with a flexible leaseback component would likely provide the highest monetization potential to the City in the timeliest manner. The specific terms of the purchase price and the leaseback will be negotiated to provide the City with a preferred balance of immediate monetization and future lease payment obligations. SKB envisions the opportunity to provide financial participation to the City in connection with the North Parking Lot and additional development opportunities, and SKB would expect those costs to be capitalized into the value of the land alongside the acquisition. SKB prides itself on its flexibility and collaboration, and would expect each of these details to be fully discussed and all possible ideas entertained during future negotiations. 25 Pertaining to #24, respondents should comment on the possible approach of utilizing appraised market values for the redevelopment plan that evolves to identify the value of the City’s interests to be monetized (appraised values could be established per parcel or use and adjusted to reflect: (a) the City’s portion of predevelopment and other costs initially funded by the master developer, (b) the development timing for each parcel, (c) financial adjustments associated with the costs of structured parking, (d) the developer-provided subsidy value for the City’s long-term lease or other facilities transaction (including possible early retirement of the Civic Center Certificates of Participation), and (e) various other factors identified by the parties in the Development Agreement) Future discussions with the City are welcome, and SKB would expect to engage with all stakeholders to ensure fair and market driven transactions. SKB would respond favorably to using appraised market values to determine values of the City’s interest. SKB envisions eventual valuations to come from a combination of appraised values and market-based investment sale brokers (CBRE, HFF, etc.) opinion of values. The MOA (Museum of Outdoor Arts) is headquartered at the Englewood Civic Center PROPOSAL RESPONSE Page 132 of 192 | 41 40 | | Englewood CityCenter Redevelopment | Master Developer Proposal predevelopment costs and various other financial adjustments outlined in a-e above should be factored directly into the valuations. 26 Respondent should address its financial capability and willingness to fund all of the related predevelopment costs, including the costs required to formulate the redevelopment plan that would ultimately serve as the basis of the DA and subsequent specific project agreements (a preliminary estimate range would be helpful as well) SKB has adequate working capital and financial resources to assume a portion of the upfront risk to collaborate with the City throughout the ENA process to formulate the DA. SKB acknowledges the multitude of future conversations with Tryba, surrounding property owners, RTD, development partners, and the public that will shape the eventual Redevelopment plans. SKB has considerable experience structuring flexible agreements between our partners and ourselves that minimizes initial capital outlay, and SKB welcomes the opportunity to bring that experience to collaborate with the City on a mutually beneficial agreement to bear third-party out of pocket costs. These conversations are part of a number of steps that need to be completed before the entire scope of work and subsequent costs will be determined, and SKB is open to no reimbursement of time or travel related expenses for the first 120 days following the award of the master developer role while the scope and costs are better quantified and the DA is executed. Following the successful agreement of the DA, SKB would expect that these upfront costs associated with the forming of the ENA and DA would be factored into the economics of specific project agreements and would be capitalized into land values prior to acquisition. 27 In the event that the selected respondent and City were to enter into a DA and then not ultimately come to agreement on specific project terms and conditions, discuss how the respondent might expect to be reimbursed, if at all (e.g., partial cost reimbursement, breakup fee, etc.) SKB’s business plans often require undertaking financial risk during pre-acquisition and due diligence with no assurances of success or reimbursement. The scope of costs and timeline for those projects are largely known prior to assuming this risk, which may make it difficult to commit to a required reimbursement schedule for the Redevelopment until the details of the DA are better understood. Subject to future discussions with the City, SKB would expect to enter into a partial cost reimbursement schedule that increases over time; however, we expect the first 90 days to be free of reimbursement to coincide with market standard due diligence periods. After the initial 90-day period, SKB would expect the opportunity to reassess the future financial requirements and collaborate with the City to ensure a viable partnership moving forward. 28 Pertaining to the Civic Center building, discuss whether the respondent would envision the possibility of respondent funding the early retirement of the City’s remaining annual Certificates of Participation obligation (approximately $1.5 million annually through 2023) as part of an overall financial transaction with the City and to expedite the availability of the Civic Center site for redevelopment. SKB envisions the possibility to end the City’s obligation at the Civic Center building as part of the transaction involving the redevelopment and potential expansion, with the expectation that these additional costs would be capitalized into the value of the building. SECTION 4 Case Studies High Street, Phoenix, AZ PROPOSAL RESPONSE Page 133 of 192 | 43 42 | | Englewood CityCenter Redevelopment | Master Developer Proposal Exceptional Qualifications Our goal is to work collaboratively with the City of Englewood to create an authentic downtown for residents and visitors alike. The following five projects represent our vast experience in delivering this type of project. HIGH STREET IRON FIREMAN KOIN TOWER 3 4 5 72ND & DARTMOUTH2 THE ROUND1 CASE STUDIES Page 134 of 192 | 45 44 | | Englewood CityCenter Redevelopment | Master Developer Proposal THE ROUND Beaverton, OR DEVELOPMENT TEAM Lead Developer: SKB Developer Partners: Project Architect: LRS and KPFF General Contractor: Fortis Construction Lender: Prime Finance Equity: WHI Real Estate Partners DEVELOPMENT SCOPE 5.86 acre land area with 24,000 SF of ground floor commercial/retail space in the Crescent/Promenade buildings, a five-story parking structure with 15,000 SF of ground floor retail space and a five-story 119,000 SF office building, along with three development lots totaling 96,000 SF. MILESTONE DATES February 27, 2012 | Property Acquisition March 2013 | Start of Construction December 31, 2013 | Phase I Construction Complete March 31, 2014 | Final Project Completion 1 DEVELOPMENT FINANCING $33 million acquisition costs including land. Total projection capitalization - $20 million; $8 million in equity, $12 million in debt from SKB for commercial space and parking lots. $1.0 million from SKB for 13 residential units, approximately $13.0 million from the City of Beaverton for the acquisition and development of their City Hall. PROJECT OUTCOMES SKB’s property, The Round, located in Beaverton, Oregon is a Class A transit-oriented suburban mixed- use development that has experienced resounding success under SKB’s leadership with the property. The Round is an approximately 355,000 SF vertical, mixed- use development, consisting of two office buildings, a parking garage and 63 residential condominium units and a number of ground floor retail condos. The MAX light rail has a stop in the center of the development, surrounding it in a circle, providing the basis for the project’s name. Originally developed between 2003 and 2006, The Round was considered a visionary project by the City of Beaverton. Unfortunately, it suffered for several years from poor execution due to its fractured ownership and declining market conditions. When SKB originally began evaluating the property in 2011, a portion of the residential was owned by one lender, one of the office buildings was owned by another lender, another office building was owned by a preferred equity investor, and the excess land was owned by yet a third lender. The developer of the property had been in default of its obligations to the City for some time, and the project had been significantly impaired as a result. SKB worked to negotiate acquisition contracts, aligning the interests of these varying owners of the properties, and eventually purchased approximately 9 acres of the overall property in 2011. The purchase, included one of the office buildings, the parking garage, 13 condo units, and all of the vacant land parcels. SKB then secured a commitment from the City of Beaverton to acquire the additional 105,000 SF office building within the property, and redevelop it into a new City Hall and executive office building. SKB worked with the City of Beaverton to rewrite the original development agreement for the project and ultimately sold two parking lots to the City in 2017 for the construction of a new parking garage and performing arts center, which are both currently in the design phase with an estimated cost of $45 million.Page 135 of 192 | 47 46 | | Englewood CityCenter Redevelopment | Master Developer Proposal The project is thriving at 95% occupancy and rents hovering at the top of the market. With approximately $35M in capital invested in the development by SKB and its public and private partners to date, SKB plans to continue to invest its time and resources in this development for at least the next decade. SCHEDULE AND DELIVERY The development phase of the project was complete in March 2014 with final closeout from the City of Beaverton in October 2014. As mentioned previously, the project is currently 95% occupied. As discussed above, SKB has been involved with the development since 2012. The performing arts center CASE STUDIES 72nd & Dartmouth Tigard, OR DEVELOPMENT TEAM Lead Developer: SKB Developer Partners: Project Architect: SERA General Contractor: Essex General Construction Equity: WHI Real Estate Partners DEVELOPMENT SCOPE Catalytic mixed-use development consisting of 215 multifamily units with 6,500 SF of neighborhood- serving ground floor retail, housed in 2 six-story buildings wrapping a 2-level parking structure providing 224 parking spaces. The project will include top of market finishes and amenities, including a fitness/yoga facility, co-working and conference areas, food and beverage retail incorporated into the lobby, common courtyard with fire pits and outdoor seating, a rooftop tenant lounge and deck with views, and digital fiber connectivity with building-wide WiFi mesh. MILESTONE DATES December 2018 – December 2019 | Predevelopment Design & Permitting January 2020 | Commencement of Construction November 2021 | Completion and Lease-Up October 2022 | Stabilization 2 and new parking garage for the property are currently in the design phase, and the activity at the project has spurred development of 230 market rate apartments on the adjacent land parcel to the west, with anticipated delivery beginning in fourth quarter 2018, along with a hotel that is currently in the predevelopment stage. Page 136 of 192 | 49 48 | | Englewood CityCenter Redevelopment | Master Developer Proposal DEVELOPMENT FINANCING $66 million total Project costs. Capitalization includes approximately $28 million in equity and $38 million in debt. The capitalization for the Project has been structured to comply with Federal Opportunity Zone regulations so that Project equity may take full advantage of Opportunity Zone tax benefits. The Project also has been approved for Oregon Vertical Housing Tax Credits and the City of Tigard has approved an additional $1 million to subsidize City fees. PROJECT OUTCOMES The Project is located within Tigard, Oregon, a first-ring suburban market located just outside the Portland city limits. It is intended to be the catalyst project to spur development with the City of Tigard’s newly formed Urban Renewal Area (“URA”), specifically along the 72nd Avenue corridor. The Project will be the first urban-design mixed use project within the City and the URA, providing a good cross-section of unit types, from studios to 3-bedroom units, 6,500 SF of ground floor, neighborhood-serving retail wrapping a 224 stall structured garage. In addition to its advantageous location within Tigard, near abundant local retail amenities, the Project will ultimately be transit served, being located within 2 blocks of TriMet’s newest light rail line along the southwest corridor, providing access from Downtown Portland through Tigard and to Bridgeport Village to the south. This line has already received approvals and design and predevelopment is now underway. SKB identified the development opportunity through its strong personal and professional relationship with a local family-owned brokerage firm who was listing the land. Understanding the City of Tigard’s strong desire to see new development within this area, and understanding that the location was also within a newly-designated Opportunity Zone which would provide advantageous tax benefits to its Project Site—5 minute walk from transit stop investors and capital partners, SKB was able to move quickly to secure a contract on the site in late 2018 and immediately began work with its architect and contractor to work through early project design and feasibility. Immediately thereafter, SKB began outreach within the Tigard community, meeting with City officials and community leaders to discuss how the Project would help to stimulate revitalization in the area. Through these collaborative discussions, SKB was able to hone the Project programming and design to further align its vision with the goals, priorities and objectives of the City and the Tigard Triangle Urban Renewal Plan. Most recently, the City – through the Towncenter Development Agency (the agency responsible for administering the Urban Renewal Plan) – has approved of making a $1MM public subsidy in the Project. Pursuant to a Development Agreement, approved by the Towncenter Development Agency, SKB will continue to work closely with the City in finalizing plans and delivering the Project. As part of this process, SKB has also agreed to continue to engage with the community to provide unique and creative ways to further the City’s goals of equity and diversity, the first of which is to involve Portland Youth Builders in the Project. SKB is currently working with PYB and its general contractor to design a program to provide meaningful experience and exposure to PYB’s students. Both the City and SKB are eager to continue to collaborate and bring the Project to fruition. SCHEDULE AND DELIVERY The Project is currently in the predevelopment phase undergoing design. Design and permitting is expected to continue through the summer and into the fall of 2019. Permits are expected late 2019 to early 2020, depending on City processing times, with construction to commence in early 2020. Project completion is estimated in late 2021, with lease-up taking approximately 12-14 months thereafter. Being well-located, transit-oriented real estate, SKB intends to own the Project for the long term. This will also allow its investors and capital partner to take full advantage of Opportunity Zone tax benefits. CASE STUDIES Page 137 of 192 | 51 50 | | Englewood CityCenter Redevelopment | Master Developer Proposal DEVELOPMENT FINANCING Approximately $102 million, including land costs; total development costs were funded by a combination of debt and equity. PROJECT OUTCOMES High Street is a truly authentic mix of residential, retail and office development in the affluent Northern Phoenix/ Northern Scottsdale submarket. Formerly known as City North, the project was originally the first phase of a large-scale, multi-phased, high-density, mixed-use lifestyle development. The project failed during the great recession when anchor retailers, such as Nordstrom, pulled out of the project. After years in receivership, SKB and its partners acquired the asset and were able to develop and capitalize on the favorable location and uniqueness of its mixed-use appeal. Situated on 24.91 acres and ground-leased from the State of Arizona, the High Street project is located in one of Arizona’s largest master-planned communities, Desert Ridge. The community encompasses 5,700 acres of land either owned by the State of Arizona, ground leased to others by the State of Arizona, or in the case of residential land, previously sold by the State and now owned by homeowners or the respective developer. High Street was originally intended to be Phase 1 of a 2.2 million SF mixed-use development project. Completed in 2008, at a cost of roughly $330 million, Phase 1 features 330,000 SF of Class A office space, 175,000 SF of ground-level retail space, two parking garages featuring 1,414 and 236 stalls, respectively, surface parking lots totaling 470 stalls, along with 4.9 acres of entitled, adjacent land. In the summer of 2008, after the original developer broke ground on a new building for Nordstrom (the first in Phase 2), the Goldwater Institute (a nonprofit public “watchdog”) sued the City of Phoenix over the constitutionality of the development agreement and subsequently was turned away by the State Supreme Court. The lawsuit delayed the ability of the developer to obtain construction financing, which prompted Nordstrom to terminate its lease. By the time the State had ruled on the lawsuit, the recession was in full force, and the project collapsed. In April 2010, amidst the retail tenant exodus, Capmark (representing the two lending groups who lent approximately $260 million to construct High Street) took possession of High Street by way of foreclosure. Capmark spent the next 2 years trying to unwind various legal and title issues. By late 2012, Capmark elected to take the property out for sale, at which point SKB acquired and took control of the project, purchasing it in 2013 for $67 million. Since 2013, SKB and its partners have invested $35 million to re-tenant the project into a mixed-use office and entertainment district, more than doubling office occupancy from 41% to 91%, doubling retail HIGH STREET Phoenix, AZ DEVELOPMENT TEAM SKB and Tryba Architects DEVELOPMENT SCOPE 25-acre land area with nine-, three- and four-story office and multifamily buildings accompanied by ground floor retail and two parking garages; 630,000 SF of Class A office, luxury multifamily residences, restaurants, retail and community spaces; 99 condo- quality residential units totaling 120,000 SF; 176,000 SF of upscale retail dining and entertainment options and over 334,000 SF of Class A office space. MILESTONE DATES April 15, 2013 | Property Acquisition July 1, 2013 | Start of Construction 4/1/14 – 10/1/14 | Garage Construction 7/1/13 – 5/1/15 | Re-Branding July 1, 2017 | Landscaping and Signage Completion 3 Page 138 of 192 | 53 52 | | Englewood CityCenter Redevelopment | Master Developer Proposal IRON FIREMAN Portland, OR DEVELOPMENT TEAM Lead Developer: SKB General Contractor: Lorentz Bruun REDEVELOPMENT SCOPE 147,000 SF project consisting of a two individual buildings, the South Building (112,000 SF) and the North Building (35,000 SF). SKB acquired the South Building and its adjacent land parcel, and then the North Building through two separate transactions with the intent to combine the adjacent properties and parking into a single, multi-tenant, urban industrial project. MILESTONE DATES January 13, 2016 | South Building and Lot Acquisition March 18, 2016 | North Building Acquisition February 10, 2016 | Start of Construction DEVELOPMENT FINANCING Approximately $27.3 million, including land costs; total development costs were funded by a combination of debt and equity. 4 2 Conceptual Design Package PHOENIX, AZ | #314097 | OCTOBER 28, 2014 City North A2 | A14 © Nelsen Partners, Inc. 2014 Option 1 Ground Floor Site Plan SCALE: 1” = 120’-0” 0’ 60’ 120’ occupancy from 36% to 72%, and maintaining the occupancy of the 99 apartment units at an average of 95%. Concurrently, SKB coordinated and negotiated the provisions and expansion of the intricate 99-year ground lease with the State of Arizona, and heavily negotiated approvals and additional development rights with the original developer of the property, who maintained limited blanket approval rights over the aesthetics and improvement thereon. SKB’s involvement in the property has resulted in positive gross absorption of over 270,000 SF across both the office and retail components of the project, including the addition of the 71,000 SF corporate headquarters for Sprouts Farmers Market. In 2017, SKB recapitalized the property for $131 million, and has recently entered into negotiations for the development of a hotel, as well as multi-family and retail on the 4.9 acre vacant development parcel. SKB is currently in agreement to sell 2 acres to a hotel developer to build a 140 room Marriott Residence Inn. The intent for the remaining 2.9 acres is to build a 140,000 SF office development. Both uses will enter into a parking management agreement with the greater High Street development. SCHEDULE AND DELIVERY As of project completion in July 2017, the project is 93% occupied for office space, 75% occupied for retail space and 98% occupied for residential units. SKB expects to continue its successful involvement in the development of the property well into the next decade. CASE STUDIES Page 139 of 192 | 55 54 | | Englewood CityCenter Redevelopment | Master Developer Proposal have been priced out of the Central Eastside Industrial District, as properties in that submarket transition to office and residential uses. SCHEDULE AND DELIVERY The first new tenants took occupancy in the property in early 2018. Since that time demand for tenant space has been continuous, with leases for a majority of the property currently in various states of negotiation, planning, or build-out. Leasing velocity and occupancy has increased almost every month since substantial completion, and SKB expects to continue its successful involvement in the development of this property well into the next decade. CASE STUDIES PROJECT OUTCOMES The Iron Fireman Building is a 1920s era, industrial warehouse in the Close-In Eastside submarket of Portland, Oregon, one of the last remaining industrial pockets for redevelopment in Portland. The Property was exclusively occupied for 80 years by PECO Manufacturing. At purchase, the property was vacant and consisted of a 112,000 square foot warehouse/ office building and an adjacent 61,000 SF parcel, improved with a 3,000 SF metal building and partially- paved parking lot. With its close proximity to light rail, as well as quality creative space and walkable amenities, including restaurants, bars, and shopping, the property is reminiscent of the Old Portland industrial era and features exposed brick, old-growth timber beams, and large exterior windows that provide an abundance of natural light throughout. The property also substantially benefits from its proximity to the MAX Orange line light rail, with stops located approximately 500 feet from its entrance and the track running adjacent to the property. Leasing is driven by the thriving and close-knit light manufacturing community in Portland, as well as more traditional smaller industrial users seeking creative space. Signed leases have ranged from artisan manufacturers (Brooklyn Tweed, sustainably sourced yarn) and Breweries (Ruse Brewing and High Five Cider) to manufacturers involved in sports apparel and industrial technology manufacturing (robotics, retail fixtures). The combination of word-of-mouth and existing tenant synergies has further increased activity at the property. The property has historically been a single-tenant manufacturing and warehouse facility that, prior to SKB’s involvement, had minimal capital invested into maintaining and updating its structure and systems. SKB has successfully transformed the utilitarian property into a modern, multi-tenant space for light industrial/manufacturing and creative tech businesses with over $11 million equity invested thus far. SKB has maintained the property’s historic architectural features and created flexible, functional spaces of various sizes, with demising walls to make the property appealing to the maximum number of prospective tenants. This has allowed SKB to target the surging, unmet demand for 2,000-20,000 SF industrial and manufacturing suites, providing modern space with historical character at affordable rates to tenants that Page 140 of 192 | 57 56 | | Englewood CityCenter Redevelopment | Master Developer Proposal KOIN TOWER Portland, OR DEVELOPMENT TEAM Lead Developer: SKB General Contractor: Lorentz Bruun DEVELOPMENT SCOPE Class A 352,234 square feet (SF) office tower with office and retail space spread over 19 floors. It is part of a larger, 34-story mixed-use project, which also includes separately owned, high-end residential condominiums (floors 20-31) and the local, CBS- affiliate TV studio. MILESTONE DATES January 23, 2015 | Acquisition April 27, 2018 | Disposition Start of Construction | February 2016 Re-Branding | from April 2015 – September 2015 Lobby Upgrade Completion | November 2016 5 DEVELOPMENT FINANCING Approximately $98 million, including land costs; total development costs were funded by a combination of debt and equity. PROJECT OUTCOMES Constructed in 1984 to the highest institutional-quality standards, KOIN Tower is an iconic, centrally-located, Class “A” office tower totaling 352,234 square feet (“SF”) of office and retail space spread over 19 floors. Widely regarded for its architecturally distinct design, highlighted by a brick and limestone façade with gradual step-backs and a galvanized steel crown and spire top, the property is a vital anchor of the Portland skyline and is one of the most recognizable landmarks in the Pacific Northwest. As well, KOIN Tower is ideally located at the southern end of the CBD, offering tenants immediate access out of Portland via Interstates 5 and 405. It stands just two blocks from a MAX Green Line Light Rail Station, providing tenants quick access in and out of town and the ability to connect at Pioneer Square with other rail lines that serve the surrounding metro area. In 2015, SKB sourced this off-market opportunity through its deep relationships within San Francisco’s brokerage community. As a result, the $250 PSF purchase price represented a substantial discount to the replacement cost estimated at approximately $400 PSF and of other comparative buildings in Portland’s CBD, which had traded in the $280-$320 PSF range. The opportunity came at a time when vacancies in Portland’s CBD had dropped dramatically (hitting their lowest level in more than 10 years). SKB was instantly interested, specifically because of the building’s iconic status in Portland and due to the fact that in Portland CBD Class A availability had fallen markedly, as tenancy continued to grow with almost no new supply delivered. In addition, KOIN Tower’s tenant profile offered diversification through a rent roll featuring a variety of tenants with a balance of small, mid, and large-sized users. Collectively, the property’s tenant base at the time of the offering represented a variety of industry sectors, including insurance, finance, law, marketing and consulting, a diversity SKB felt would shield investors from sector-specific economic shocks. SKB’s home marketplace knowledge and due diligence underscored the KOIN Tower purchase as a rare opportunity to acquire what was once arguably Portland’s most desirable CBD asset, manage managing the property more efficiently than the prior ownership, as the property had been operating with expenses well above market standards, and return it to its former prominence. SKB and its partners re-branded the property "KOIN Page 141 of 192 | 59 58 | | Englewood CityCenter Redevelopment | Master Developer Proposal Tower," and completed a $4.8 million sweeping renovation to the lobby, including a breathtaking 2-story media wall, and fitness center and bike parking amenity upgrades, common area refurbishments and a state-of-the-art energy management system, aimed at driving rental rates to ranges in-line with other top-tier, institutional quality assets in Portland’s CBD. SKB executed an aggressive leasing plan that marketed the property to the brokerage community, as well as, increased the marketability of vacant suites by upgrading individual floor common areas and bathrooms, and producing white-shell vacant suites that presented a clean, attractive, and marketable open floor plan to prospective tenants touring the Property. SKB moved quickly to maximize the efficiency of the parking garage, by retaining a parking consultant to assist SKB in managing the garage. Doing so saved roughly $60,000 per year in parking garage operating costs and increased parking revenue. SCHEDULE AND DELIVERY SKB repositioned the property back to a best-in-class Class A commercial office property, rolled existing tenants to market rental rates at lease renewal which were approximately $8.00 PSF higher than the property’s average in-place rent at acquisition, increased occupancy from 83.7% at acquisition to 92%, and realized the property's potential after a hold period of 3 years. High Street, Phoenix, AZ CASE STUDIES Page 142 of 192 222 SW Columbia St. #700 Portland, OR 97201 503-220-2600 Page 143 of 192 RFP–19-033 Englewood CityCenter Master Developer RFQ 1 CITY OF ENGLEWOOD, COLORADO REQUEST FOR PROPOSALS MASTER DEVELOPER FOR A PORTION OF THEENGLEWOOD CITYCENTER REDEVELOPMENT APRIL 24, 2019 RFP–19-033 City of Englewood 1000 Englewood Parkway Englewood, CO 80110 REQUEST FOR PROPOSALS - MASTER DEVELOPER FOR A PORTION OF THE ENGLEWOOD CITYCENTER REDEVELOPMENT Page 144 of 192 2 BRINKMAN City of Englewood Attn: Eva Boyd, Procurement Administrator 1000 Englewood Parkway Englewood, CO 80110 RE: Request for Proposals - Master Developer for a Portion of the Englewood CityCenter Redevelopment Dear Eva, At Brinkman, we take a different approach to real estate development. Our focus is on creating meaningful places that enrich the lives of our community members. Our gauge for success is rooted in the impact our projects have on families, businesses, and the environment. Through partnerships with like-minded public, private, and philanthropic entities, we continue to build a healthy network of people and organizations all working toward the same shared vision: to use business as a force for good. We’re excited to have the opportunity to provide our qualifications as they relate to the Englewood CityCenter project. We’ve been fortunate to not only develop, but also lease and manage, numerous transit-oriented and mixed-use projects. This gives us insight into this market, this product type, and the end-user experience. We have a track record of more than 10 successful public/private partnerships that have brought community-driven projects to fruition across Colorado. Through these partnerships, we’re able to build truly unique spaces that fit within the fabric of the local community and align with the bigger vision of each municipality. A key differentiator we bring to this project is our strategic partnership with Brinkman Construction. They bring invaluable expertise in mixed-use construction having built more than 2.5 million SF of this product type. Our strong alliance allows us to engage and mobilize quickly and our 14-year history of collaboration contributes to a seamless experience for you. As a Certified B Corp, we take a triple bottom line approach to business focused on people, place, and prosperity. To us, this means commitment to positively impacting our community members through public input and environmentally conscious developments that provide a collective economic impact. This aligns closely with the Englewood Strategic Plan focused on creating a vibrant and engaged community that’s committed to sustainability and a strong economic base. Thank you for your consideration. We look forward to speaking with you further about our qualifications. KEVIN BRINKMAN, CEO, BRINKMAN 3528 PRECISION DRIVE, SUITE 100 | FORT COLLINS, CO 80528 970.672.1020 | KEVIN.BRINKMAN@BRINKMANCOLORADO.COM Page 145 of 192 TABLE OF CONTENTS 1-2: Similar Experience/Municipal Partnerships ���������������������������������������������6 3. Mix Of Uses ��������������������������������������������������������������������20 4. Financing Approach ��������������������������������������������������������������20 5. Predevelopment Funding ����������������������������������������������������������20 6. Self-Development ����������������������������������������������������������������20 7. Financial Capacity �����������������������������������������������������������������21 8. Community Outreach ��������������������������������������������������������������21 9. Team Member Resumes �����������������������������������������������������������22 10. Third-Party Team Members ��������������������������������������������������������26 11. Our Unique Value ����������������������������������������������������������������32 12. Redevelopment Concepts ���������������������������������������������������������32 Plan Concept Options ���������������������������������������������������������33 13. Municipal References ������������������������������������������������������������43 14-15. Acquisition Approach & Collaboration ����������������������������������������������46 16. Product Mix ��������������������������������������������������������������������46 17. Parking Considerations �����������������������������������������������������������46 18. Place-Making Activities �����������������������������������������������������������46 19. Past Returns ��������������������������������������������������������������������47 20. Target Returns ������������������������������������������������������������������47 21. Financial Resources ���������������������������������������������������������������47 22. Financial Criteria �����������������������������������������������������������������47 23. Overhead ����������������������������������������������������������������������47 24. Deal Structure ������������������������������������������������������������������48 25. Utilizing Appraised Market Values���������������������������������������������������48 26. Financial Capability ��������������������������������������������������������������48 27. Reimbursement �����������������������������������������������������������������48 28. Certificates Of Participation Obligation �����������������������������������������������48 Page 146 of 192 4 BRINKMAN OUR MISSION Using Business as a Force for Good COMPANY BACKGROUND INTRODUCINGBRINKMAN Page 147 of 192 5USING BUSINESS AS A FORCE FOR GOOD ABOUT US Brinkman is a mission-driven real estate development and investment company and a Certified B Corporation. We create community-based projects that generate positive economic and social multipliers for investors, communities, and families. Our projects are focused on crafting unique spaces while delivering on a triple bottom line – People, Place, Prosperity. Since 2005, the company has been providing real estate solutions throughout Colorado. We have received such honors as: • Inclusion on the 2018 Inc 5000 List • Certified B Corporation • Colorado Companies to Watch • Colorado State University Real Estate Hall of Fame • Real Estate Entrepreneur of the Year • Governor’s Award for Downtown Excellence • Mercury 100 Fastest Growing Company • Small Business of the Year Many of our community-based projects include public/private partnerships, including recent partnerships with the City of Loveland, City of Fort Collins, Arvada Urban Renewal Authority, Town of Windsor, and City of Westminster. Our portfolio is comprised of mixed-use, hospitality, office, multi-family, and retail projects throughout Colorado. Our comprehensive market knowledge, industry relationships, and innovative solutions have continued to deliver efficient project execution and at or above pro forma returns. OUR CORE VALUES Be all in Be the change Communicate authentically Do the right thing OUR NON-NEGOTIABLES Our Non-Negotiables serve as the principles that guide our work. When looking at a potential project, we ask ourselves if the project achieves these principles. Taking a balanced approach: Balance the needs of all stakeholders including neighbors, municipalities, investors, users, and the environment. Putting the community first: Meet the needs of the community by ensuring projects have long-term value to users. Creating a unique experience: Create aesthetically desirable places where people come together to make lasting memories. Page 148 of 192 1-2: SIMILAR EXPERIENCE/MUNICIPAL PARTNERSHIPS Brinkman’s portfolio includes more than 25 multi-family, mixed-use, office, and retail projects,12 of which are mixed-use and/or transit- oriented developments. At least 10 of these projects have been a result of public/private partnerships to bring each City’s shared vision to reality. 12 MIXED-USE& TOD PROJECTS TOTALPROJECTS 25 10 PUBLIC PRIVATEPARTNERSHIPS/ 2. MUNICIPAL PARTNERSHIPS At Brinkman, we pride ourselves on successfully excecuting community-based projects. This focus has led to strong municipal partnerships on the following projects: • The Foundry is a result of partnership with the City of Loveland, the Loveland Downtown Partnership, and the Community Foundation. This project included a complicated financing structure that involved Certificates of Participation for the parking structure, general fund commitments, and a partnership for programming the public space. This was a net result of a failed DDA bond election that, through creative solutions, only delayed the construction process 30 days from this switch in financing. • The Exchange in Fort Collins engaged the City and Downtown Development Authority to complete improvements to the infrastructure and create the first “Common Consumption” area within the City. • The Town of Windsor has negotiated a plan through a reimbursement agreement where the Town and Windsor DDA was able to “avoid debt” (a high priority for them) and we have been able to achieve a return profile, that is acceptable to the investor group. • Brinkman and the City of Arvada Urban Renewal Authority entered into an agreement for a reduced land price in order to develop the 139-room Hilton Garden Inn, the City’s first full-service hotel. MAX FLATS, Fort Collins, Colo. TRANSIT-ORIENTED DEVELOPMENT 6 BRINKMAN Page 149 of 192 THE FOUNDRY | LOVELAND, COLO. Public/Private Partnership with the City of Loveland Roles: Developer & Owner (Brinkman) Contractor (Brinkman Construction) Design (OZ Architecture) Two Mixed-Use Buildings | 155 Units | 500,000 SF Hotel | Public Parking Garage | Community Plaza | Movie Theatre With outdoor walkways, seating, and ample space for programming, The Foundry is a new epicenter of entertainment and desirable location to live, work, and play in the core of the Sweetheart City. This project has redeveloped four acres between Lincoln and Cleveland avenues in downtown Loveland with community and cultural sensitivity by contributing to the arts-centric values of the City as whole. The Foundry aligns with the City of Loveland’s vision for the revitalization of the historic downtown region by helping to create a catalytic effect that propels economic and social vitality. The project includes a 108-room hotel, seven-screen movie theatre and 43,000 SF central community plaza. 1 & 2: SIMILAR EXPERIENCE/MUNICIPAL PARTNERSHIPS PARTNERSHIPS/FINANCING The Foundry is a partnership with Brinkman, the City of Loveland, the Loveland Downtown Partnership, and the Community Foundation of Northern Colorado. The project required a creative financing structure between Brinkman and the City of Loveland. The City owns the project’s public parking garage and private LLCs own the other project verticals. Overall financing includes Certificates of Participation for the parking structure, general fund commitments, and a partnership for programming the public space. This was a net result of a failed DDA bond election that, through creative solutions, only delayed the project 30 days from this switch in financing. 7USING BUSINESS AS A FORCE FOR GOOD Page 150 of 192 THE EXCHANGE | FORT COLLINS, COLO. Adaptive Reuse Development Roles: Developer & Owner (Brinkman) Contractor (Brinkman Construction) Design (OZ Architecture) Revitalized Historic City Block Upcycled Shipping Containers | Central Plaza The Exchange is located in the heart of Fort Collins and is the first development in Northern Colorado to utilize the sustainable approach of upcycling shipping containers into storefronts. The tenants of the development represent an eclectic mix of local businesses and successful concepts from elsewhere in Colorado expanding north. In partnership with the Art in Public Places program, Brinkman enlisted local artists to create one-of-a-kind pieces that can be found throughout the property. Some of the artwork is somewhat hidden, like the electrical box painted to look like an owl that’s perched atop one of the buildings, while others encompass entire exterior walls. The most intricate piece of art is a mural of Fort Collins born, Disney legend Harper Goff. Titled “The Life of Harper Goff” this painting tells the life story of Goff inside of his portrait, using a technique called “finetooning.” This mural is the first of its kind and uses line work and detail to build art that’s a historical document and local landmark. 1 & 2: SIMILAR EXPERIENCE/MUNICIPAL PARTNERSHIPS PARTNERSHIPS/FINANCING This adaptive reuse redevelopment took a parking lot and converted it into a revenue-generating space that allowed for revitalization of an underutilized portion of downtown Fort Collins. Creative financing solutions included the use of a single loan with three parts to allow the ability to secure financing for the entire project in one instrument while providing for phased construction dependent on commercial leasing. Additionally, creating a ground lease structure for the flagship tenant, Churn, provided for activation of the project’s outdoor plaza, as well as design and construction flexibility for them. The Fort Collins Downtown Development Authority was utilized to finance improvements to the facades and design of the project, as well as upgrade the infrastructure. A retail sales fee was also instituted that has a minimal impact to consumers while providing revenue to support plaza programming and the creation of a community space moving forward. A partnership with the City of Fort Collins allowed for the creation of the first Common Consumption Area within the City. 8 BRINKMAN Page 151 of 192 Downtown Windsor Redevelopment Downtown Windsor Redevelopment WINDSOR DOWNTOWN DEVELOPMENT | WINDSOR, COLO. Public/Private Partnership with the City of Windsor Roles: Developer & Owner (Brinkman) Contractor (Brinkman Construction) Design (OZ Architecture) Three Underutilized Blocks | Mixed-Use The Town of Windsor, Downtown Development Authority, and Brinkman are working together to create a “shared vision” for redevelopment of a three-block stretch of underutilized space in Downtown Windsor. The project is expected to include a variety of destination commercial, office, and residential uses that will help advance the mission of the DDA to create a prosperous, vibrant, energetic and clean town center. 1 & 2: SIMILAR EXPERIENCE/MUNICIPAL PARTNERSHIPS PARTNERSHIPS/FINANCING The Town of Windsor has negotiated a plan through a reimbursement agreement where the Town and Windsor DDA were able to “avoid debt” (a high priority for them) and Brinkman was able to achieve a return profile which is acceptable to the investor group. 9USING BUSINESS AS A FORCE FOR GOOD Page 152 of 192 MAX FLATS | FORT COLLINS, COLO. Transit-Oriented Downtown Development Roles: Developer & Owner (Brinkman) Contractor (Brinkman Construction) Design (OZ Architecture) 64 Units | 64,000 SF Onsite Parking | Mixed-Use Max Flats is an exciting transit-oriented mixed-use project between Old Town Fort Collins and the Colorado State University campus. Located along the new and improved Mason Street Corridor, the upper four floors are comprised of for-rent one, two, and three bedroom units. The ground floor accommodates 1,500 SF of retail space leased to Harbinger Coffee that serves as an amenity for the tenants and the surrounding community. Residents enjoy on-site parking options and in-unit features such as a private bathroom per bedroom, high- efficiency washer/dryers, and spacious floor plans. Positioned directly on the new and improved Mason Street Corridor, Max Flats provides 100+ tenants the ability to easily access businesses from Old Town to South Fort Collins via the Max Transit Line. This project was part of a catalyst for other development along the Max line. 1 & 2: SIMILAR EXPERIENCE/MUNICIPAL PARTNERSHIPS 10 BRINKMAN Page 153 of 192 THE GALLERY FLATS | LOVELAND, COLO. Public/Private Partnership with the City of Loveland Roles: Developer & Owner (Brinkman) Contractor (Brinkman Construction) Design (OZ Architecture) 66 Units | 66,000SF Onsite Parking | Live/Work Units | Rooftop Amenity Space Brinkman collaborated closely with the City of Loveland to ensure The Gallery Flats fit in the overall plan to rebuild downtown while creating an urban living option for residents. This development was an integral piece of the City’s long-term strategy to increase downtown density and, in turn, the area’s economic vitality. The Gallery Flats plays on Loveland’s urban renewal while incorporating the City’s historic appreciation for the arts. The west- facing premium amenity space with a rooftop patio entertainment area, kitchenette, lounge, and fitness center makes this a luxury rental option for Loveland professionals. With work-live units available, The Gallery Flats provides a convenient and affordable option for small business owners looking for space in the heart of downtown Loveland. This project continues to serve as a catalyst for the ongoing revitalization of the area. 1 & 2: SIMILAR EXPERIENCE/MUNICIPAL PARTNERSHIPS 11USING BUSINESS AS A FORCE FOR GOOD Page 154 of 192 PORTICO | FORT COLLINS, COLO. Public/Private Partnership with the City of Fort Collins and Urban Renewal Authority Roles: Developer & Owner (Brinkman) Contractor (Brinkman Construction) Design (OZ Architecture) 192 Units | 7 Acres | 100-Room Hotel Transit-Oriented Development | Mixed Use This mixed-use development in the growing Midtown Corridor of Fort Collins will include 192 multi-family units across two build- ings, a 100-room, amenity-rich hotel, and 20,000 SF of retail and restaurant space. In partnership with the City of Fort Collins and Urban Renewal Authority, the design and construction teams are developing plans for improved intersections to ease traffic congestion, pedestrian connections, bike and transit connectivity, and a grand promenade. With close proximity to Colorado State University, this new devel- opment aims to be a catalyst for economic growth in the central stretch of the City. 1 & 2: SIMILAR EXPERIENCE/MUNICIPAL PARTNERSHIPS 12 BRINKMAN Page 155 of 192 OLD TOWN FLATS | FORT COLLINS, COLO. Roles: Developer & Owner (Brinkman) Contractor (Brinkman Construction) Design (OZ Architecture) Five Stories | 94 Units | 78,000 SF Transit-Oriented Development | Enhanced Streetscape Old Town Flats offers a true urban living experience in the heart of the Fort Collins downtown district. With a fitness center, private parking, lounge, and coffee bar, Old Town Flats includes luxury finishes along with low-maintenance, convenient living. A large part of the design of Old Town Flats focused on the pedestrian space and experience to ensure it tied into the MAX line and adjacent transit center. This included an emphasis on high- quality landscaping, streetscape enhancements, and pedestrian seating areas to further the vision of Downtown Fort Collins and pedestrian integration. Old Town Flats turned an undeveloped land parcel into an energetic, luxury living space. This dynamic project has supported business growth with desirable housing for professionals walking distance from countless amenities. 1 & 2: SIMILAR EXPERIENCE/MUNICIPAL PARTNERSHIPS 13USING BUSINESS AS A FORCE FOR GOOD Page 156 of 192 EATING RECOVERY CENTER | DENVER, COLO. Roles: Contractor (Brinkman Construction) Three Stories | 61,9000 SF | Medical Office Building I-2 and B-Occupancy Inpatient & Outpatient Behavioral Health This three-story medical office building just received its certificate of occupancy. It is finished using a combination of brick masonry, Longboard® metal panels, limited stucco, and storefront glazing. The structure is a drilled pier and grade beam foundation system with reinforced, post-tension concrete deck at ground level. A design- assist delivery approach was used for subcontractors having a larger impact on budget and those affecting design details. This approach allowed us to engage specialty expertise optimizing cost, quality, and constructability while creating greatest value for the Client. Brinkman Construction provided four months of preconstruction services resulting in a savings of more than 20% from initial to final core shell design. Lowry Medical Office, will house I-2 and B Occupancy Inpatient and Outpatient Behavioral Health facilities. Brinkman Construction is acting as general contractor for both the core and shell and interior build out. 1 & 2: SIMILAR EXPERIENCE/MUNICIPAL PARTNERSHIPS 14 BRINKMAN Page 157 of 192 ST. ANTHONY’S | WESTMINSTER, COLO. Roles: Contractor (Brinkman Construction) 80,000 SF | Design-Build Medical Office Building Located adjacent to the St. Anthony North Health Campus, the two-story, 75,000 SF medical office building is currently under construction. The building is an excellent example of medical construction and design, and will include an ambulatory surgery and recovery center, clinical space, diagnostic imaging, physical therapy, urgent care, and more than 300 new surface parking stalls. 1 & 2: SIMILAR EXPERIENCE/MUNICIPAL PARTNERSHIPS 15USING BUSINESS AS A FORCE FOR GOOD Page 158 of 192 FRONT RANGE ORTHOPEDICS & SPINE LONGMONT, COLO. Roles: Contractor (Brinkman Construction) 32,535 SF | Orthopedic ASC & MOB This 32,535 SF, two-story medical office building is located within the Front Range Health & Wellness Center. This high-end medical facility includes two full-service operating rooms with a suite of pre-and-post-operation facilities for patients. Also included, is an overnight recovery room that allows the facility to take on more technical procedures. The first floor houses a full service physical therapy facility with gym, and consultation rooms, as well as the surgical facilities. The upper floor is home to two x-ray aparatus, clinical exam rooms, administrative offices, and a large lobby. 1 & 2: SIMILAR EXPERIENCE/MUNICIPAL PARTNERSHIPS 16 BRINKMAN Page 159 of 192 ARVADA HILTON GARDEN INN | ARVADA, COLO. Public/Private Partnership with the City of Arvada Roles: Developer & Owner (Brinkman) Contractor (Brinkman Construction) Design (OZ Architecture) 139 Guest Rooms | TOD | Restaurant | Pool The Hilton Garden Inn Arvada represents a collaborative partnership between the City of Arvada, Arvada Urban Renewal Authority (AURA), Renascent Hospitality, and Brinkman. This marks the first hotel in Arvada and fulfills a long-term goal of the City. This redevelopment of an underutilized site is situated within one block of the RTD Gold Line Commuter Rail and Olde Town Transit Hub. Its placement is strategic in an effort to encourage mass transit use as guests travel from the hotel to other areas of Metro Denver. 1 & 2: SIMILAR EXPERIENCE/MUNICIPAL PARTNERSHIPS PARTNERSHIPS/FINANCING Brinkman and the City of Arvada Urban Renewal Authority entered into an agreement for a reduced land price in order to develop the 136 room Hilton Garden Inn, the City’s first full-service hotel. 17USING BUSINESS AS A FORCE FOR GOOD Page 160 of 192 HAMPTON INN & SUITES | BOULDER, COLO. Roles: Contractor (Brinkman Construction) Three-Story | 69,100 SF Sustainable Hotel This Hampton Inn & Suites is located off the Diagonal Highway/Colorado State Highway 119 and in the midst of numerous businesses. The 69,100 SF, three-story hotel features a conference room, board room, pool and hot tub area, workout facility, and breakfast area. Of the 100 total rooms, 30 are suites offering additional square footage and greater layout functionality. Sustainable features are emphasized throughout the hotel such as solar panels, tankless water heaters, triple-paned windows and ceiling fans in each room. At the time of completion, the Hampton Inn & Suites marked the first new hotel built in Boulder in the last eight years and the first new building in the Gunbarrel Gateway Center development. 1 & 2: SIMILAR EXPERIENCE/MUNICIPAL PARTNERSHIPS 18 BRINKMAN Page 161 of 192 TOWNEPLACE SUITES | LOVELAND, COLO. Roles: Developer (Brinkman) Contractor (Brinkman Construction) Design (OZ Architecture) 102 Guest Rooms | 64,000 SF The TownePlace Suites by Marriott will provide 102 room and feature an indoor pool, fitness center, lounge, and 1,000 square feet of divisible meeting space. The hotel will cater to business travelers and tourists alike, offering free wireless internet, a business center and pet-friendly accommodations. The hotel fills out The Foundry plan that includes a 460-space, five-level parking garage owned by the City of Loveland, a 35,000 square foot public plaza for community events, and a seven- screen, 625-seat first-run movie theater. 1 & 2: SIMILAR EXPERIENCE/MUNICIPAL PARTNERSHIPS 19USING BUSINESS AS A FORCE FOR GOOD Page 162 of 192 3. MIX OF USES At this preliminary stage, the work completed in the RFP document would be the starting point for this consideration. We have found where the municipality identifies priorities is the best way to move this forward. Given the overview we have seen in the RFP and supporting documents, we have created a few different opportunities we believe would be worthy of vetting in the process. As you’ll see in the plans, we see the following main “asset classes” with immediate opportunities: • Hospitality: Provided the existing jobs in the immediate area, as well as two hospital systems that are well-represented, we believe this could be a strong opportunity. We have entered into discussions with Marriott regarding available franchise flags and they are eager to explore immediate opportunities. • Multi-Family: Given the extensive portfolio Brinkman has developed in urban centers on difficult sites, we see this market as a great opportunity. The TOD opportunity is one that we are very comfortable developing and constructing. In the last ten years, Brinkman has successfully delivered this asset class to five other Colorado communities. Parking is a challenge, therefore we’ve provided a few options to maximize density for the area. • Office: We believe there is a strong opportunity for medical office space. The accompanying vision documents show different inventories and locations depending on further demand and site analysis. Medical office is one of the few office users that are able to pay the higher rents required by the rising cost of construction. • Central plaza: While the previous redevelopment efforts provided a beautiful community asset in the park/plaza, we believe this needs to have a solid plan behind its programming to activate the area. This activity will result in better sales for the retail tenants, excitement for residents, and reasons to “come enjoy” Englewood at its heart. Additionally, rail transportation is immediately adjacent, providing a huge asset to capitalize on. If we are fortunate enough to be selected, we would explore various avenues, including metro districts and non-profits, to fill the programming role. 4. FINANCING APPROACH As mentioned above, a variety of strategies will need to be considered depending on the needs/desires of the related parties. These strategies will vary based on the product type, ownership arrangement, public input, etc. Some examples include bonding of public improvements and a payment in lieu of taxes provision, Certificates of Participation, reimbursement agreements, land value “write down,” land lease vs. fee simple strategies, etc. We have extensive experience with each of these funding structures. 5. PREDEVELOPMENT FUNDING Funding pre-development is always a challenge, as the risk of “first dollars in” is the highest. Using consultants who are willing to work on the project for an initial phase is a common practice, although this is difficult at this time with the strong economy. Cost sharing between the developer and the City is another way to leverage the work, while ensuring the alignment of interests. Depending on whether the work involves public improvements and whether a metropolitan district is in place, the developer can advance these funds (with interest) and get repaid at the closing event for financing. 6. SELF-DEVELOPMENT Brinkman has developed all the product types in the preliminary master-plan. However, depending on capacity and timing needed, we may choose to partner on certain products. We would certainly self-develop any multi-family, public work, hospitality, and office. Depending on the type of retail, we may do this. Our niche is developing “neighborhood” retail but we would also partner on big-box or anchored shopping centers. 3-6: RESPONSE CONTENT 20 BRINKMAN Page 163 of 192 7. FINANCIAL CAPACITY Brinkman has typically developed our projects through a General Partner/Limited Partner model. This allows us to “scale” the project as well as capitalize large projects. On occasion, we will bring in a Co-General Partner for certain asset classes. We have had discussions with two existing partners and both have a high interest level in this project. 8. COMMUNITY OUTREACH At Brinkman, we pride ourselves on being community-based. This plan for community involvement, public input, and communication in these complicated development/re-development projects is part of our DNA. Examples of this effort in our portfolio are The Exchange in Fort Collins, The Foundry in Loveland, and The Community Impact Center in Fort Collins. These community-driven projects show our deep experience in knowing the customer, community, and bringing the shared vision to life. THE EXCHANGE, Fort Collins, Colo. REVITALIZED HISTORIC CITY BLOCK 7-8: RESPONSE CONTENT 21USING BUSINESS AS A FORCE FOR GOOD Page 164 of 192 22 BRINKMAN KEY TEAM MEMBERS Key Projects THE FOUNDRY, LOVELAND, COLO. Mixed-Use | Retail, Multi-Family, and Hospitality Uses Public Plaza | Two Five-Story Apartment Buildings | 155 Units HILTON GARDEN INN, ARVADA, COLO. 139 Guest Rooms | 85,500 SF | Conference Space THE GALLERY FLATS, LOVELAND, COLO. Mixed-Use Apartment Complex | 66 Units | 100 Beds | 66,000 SF ALOFT, WESTMINSTER, COLO. Five-Story | 120 Rooms | 58,000 SF Pool | Fitness | Business Center UNION POINTE APARTMENTS, LONGMONT, COLO. 233,942 SF | 256 Urban Living Units | Clubhouse | Garages MAX FLATS, FORT COLLINS, COLO. Transit-Oriented Mixed-Use Apartments | 64 Units | 63,530 SF WINDSOR BACKLOT REDEVELOPMENT, WINDSOR, COLO. Public/Private Partnership | Redevelopment of Three Parcels Multi-Family | Retail | Mixed-Use OLD TOWN FLATS, FORT COLLINS, COLO. Downtown Urban Residences | 94 Units | 78,080 SF Kevin’s professional background includes experience in civil engineering, construction management, real estate brokerage, development, finance, and capital markets. Today, he leads the overall vision and direction of the company. In addition to fostering an environment that supports employee fulfillment, Kevin also manages business and investor partnerships and develops effective operational processes. Kevin holds a master’s degree in Real Estate Finance from the University of Denver and a bachelor’s degree in Civil Engineering from the University of Colorado in Boulder. Kevin currently serves on the advisory board for the Institute for the Built Environment at Colorado State University which advances the development of healthy, thriving built environments. He has been honored as one of the Top 25 Influential Young Professionals in Colorado by ColoradoBiz Magazine, Top 40 Professionals Under Forty by BizWest Magazine, and Entrepreneur of the Year by the Everitt Real Estate Center. In 2017, he was inducted into the Colorado State University Real Estate Hall of Fame. Since Kevin founded Brinkman in 2005, the company has also received many accolades including inclusion on the Inc 5000 List, as well as being named Colorado Company to Watch, Small Business of the Year, and Mercury 100 Fastest Growing Company. Brinkman’s projects speak for themselves with honors such as Deal of the Year, Governor’s Award for Downtown Excellence, and First Green Globes Building Initiative Award. CEO & CO-FOUNDER KEVIN BRINKMAN 14 Years Industry Experience Bachelor of Science, Civil Engineering University of Colorado Master of Science, Real Estate Finance University of Denver 9. TEAM MEMBER RESUMES Page 165 of 192 23USING BUSINESS AS A FORCE FOR GOOD Key Projects WINDSOR BACKLOT REDEVELOPMENT, WINDSOR, COLO. Public/Private Partnership | Redevelopment of Three Parcels Multi-Family | Retail | Mixed-Use PORTICO, FORT COLLINS, COLO. Public/Private Partnership | Mixed-Use Redevelopment Hotel | Retail | Multi-Family JOHN Q. HAMMONS EMBASSY SUITES, LOVELAND, COLO. 263 Suites | Spa | Conference Center Horizontal Land Negotiation | Larimer County HILTON GARDEN INN, ARVADA, COLO. 139 Guest Rooms | 85,500 SF | Conference Space THE RANCH, LOVELAND, COLO. 243-Acre | 374,000 SF Event Center THE FOUNDRY, LOVELAND, COLO. Mixed-Use | Retail, Multi-Family, and Hospitality Uses Public Plaza | Two Five-Story Apartment Buildings | 155 Units COPPERLEAF PLACE APARTMENTS, FORT COLLINS, COLO. 73,542 SF | 94 Units | 3 Buildings | Dog Park UNION POINTE APARTMENTS, LONGMONT, COLO. 233,942 SF | 256 Urban Living Units | Clubhouse | Garages THE GREENS AT VAN DE WATER, LOVELAND, COLO. 252 Units | HUD 221 (d)(4) | LEED Silver Certification LAKE VISTA, LOVELAND, COLO. 303 Units | HUD 221 (d)(4) | LEED Silver Certification Jay has more than 20 years of real estate experience including work with university, private-sector, quasi-government, and public-sector parties. He has overseen the development and implementation of operations for various developments including a 374,000 SF event center. He has previously served as Vice President & General Manager at McWhinney, the first Director of The Ranch & Budweiser Events Center in Loveland, Executive Director of the Fort Collins Downtown Development Authority, and as Director of Marketing for Colorado State University Athletics. He holds a master’s degree in Sports Administration from University of Northern Colorado and a bachelor’s degree in Marketing and Sociology from Colorado State University. Jay served as Chair of the State Workforce Development Council by the Governor of Colorado from 2011 until 2018 and serves on the PVH/MCR Foundation Board and BBVA Compass Bank Northern Colorado Advisory Board. PRESIDENT JAY HARDY 20+ Years Industry Experience Bachelor of Arts, Marketing/Sociology Colorado State University Master of Science, Sports Administration University of Northern Colorado 9. TEAM MEMBER RESUMES Page 166 of 192 24 BRINKMAN Jane has more than 25 years’ experience leading fast growing entrepreneurial companies in the areas of global finance, accounting, human resources and communications. Jane started her career in public accounting and quickly moved to privately help companies including OtterBox and Gorsuch Ltd. Jane pairs her comprehensive knowledge of progressive finance and operations with insight on the importance of company culture as a fundamental competitive advantage. Jane believes that building high performing teams and focusing on operational excellence will lead to high employee engagement exceptional customer service and prosperous returns. Jane holds a B.S. in Business with an emphasis in Accounting from the University of Colorado. She is a Certified Public Accountant, a graduate of the Women’s Vision Leadership Institute, and is a strategic operating plan facilitator from the Paterson Center. Since 2013, she has served as an officer on the OtterCares Board of Directors. Jane was named a 2017 Women to Watch Leader by the Colorado Society and the American Institute of Certified Public Accounts. This award highlights women in their profession who have advanced to the highest levels and have shown significant effort in mentoring others. CFO, Brinkman & Brinkman Construction COO, Brinkman JANE EVERHART 25 Years Industry Experience Bachelor of Science, Business University of Colorado 9. TEAM MEMBER RESUMES Page 167 of 192 25USING BUSINESS AS A FORCE FOR GOOD Rick brings his 38 years of commercial real estate experience to Avison Young, where he is involved in all aspects of the firm’s brokerage operation (investment sales and acquisitions, project leasing, and land sales) and leads its Capital Markets Group. Rick joined Avison Young in June of 2016. Prior to joining the firm, Rick led a variety of national and local firm’s efforts in the acquisition and disposition of real estate equities for major institutional clients such as Grosvenor Investment Management, Principal Capital Management, Alliance Commercial Partners, JP Morgan, Kaufman Realty Group, Patrinely Group, KBS Realty Advisors, BOK Financial and Mellon Corporation, as well as numerous private clients. Rick has led over $500,000,000 in representative transactions. Full transaction history available upon request. AVISON YOUNG, CCIM RICK EGITTO 38 Years Industry Experience Bachelor of Science, Risk Management Florida State University 9. TEAM MEMBER RESUMES - DEVELOPMENT CONSULTANT Page 168 of 192 ABOUT BRINKMAN CONSTRUCTION A key differentiator we bring is our strategic partnership with Brinkman Construction. Our strategic alliance allows us to engage quickly and our 14-year history of collaboration contributes to a seamless experience for you. With Brinkman Construction’s early engagement in the development process, Brinkman has a greater ability to control costs, solidify reliable subcontractors early, and manage design to the budget. Brinkman Construction’s awareness of the changing landscape of construction is crucial to discovering value engineering ideas throughout design and controlling scope from project inception throughout construction completion. Both Brinkman and Brinkman Construction’s history of partnering with public entities to bring community-centric projects to fruition all over Colorado has positioned us to be able to confidently navigate city processes and proactively manage external communication to community stakeholders. BRINKMAN CONSTRUCTION’S CORE VALUES Honest and Ethical Relationship Focused All In Forward Thinking Innovative Adaptable Below is a sample of the awards and recognition Brinkman Construction has received: • Urban Design Award • Best of Colorado, Best Commercial Builder Runner-Up • Best Regional Project • Governor’s Award for Downtown Excellence • Mercury 100 Fastest Growing Company • Small Business of the Year 10. THIRD-PARTY TEAM MEMBERS INTRODUCING BRINKMAN CONSTRUCTION 26 BRINKMAN Page 169 of 192 27USING BUSINESS AS A FORCE FOR GOOD Jim is the President & CEO of Brinkman Construction. His professional background includes seven years working for a national design-build development and construction company in Phoenix where he managed both development and construction projects. He has been with Brinkman Construction for the company’s 13-year-history and was an original owner of the company. In 2016, Jim played a significant leadership role in transitioning Brinkman Construction to a 100% employee owned company. Today, he is focused on leading the strategic direction of the company through business development, operations, and executive oversight. In the past three years, he has played a significant role in the company’s growth through the achievement of record-high revenue. Jim graduated Summa Cum Laude from Arizona State University with a bachelor’s degree in Construction Management and is a LEED AP professional. He was a BizWest 40 Under 40 Honoree in 2014. The company has been honored to receive such honors as Best Commercial Builder Runner-Up from ColoradoBiz Magazine’s Best of Colorado (2017 and 2015), Small Business of the Year by the Fort Collins Chamber of Commerce, Colorado State University Everitt Real Estate Center’s Entrepreneur of the Year, and a BizWest Mercury 100 Fastest Growing Companies for the past 11 of 15 years. Jim’s community involvement has included being on the Junior Achievement Rocky Mountain Board of Directors, Poudre School District Long Range Planning Advisory Work Group, and the Colorado State University Strategic Operating Plan Process. Key Projects THE FOUNDRY | LOVELAND, COLO. Mixed-Use | Retail, Multi-Family, and Hospitality Uses Public Plaza | Two Five-Story Apartment Buildings | 155 Units SOUTH MAIN STATION | LONGMONT, COLO. Five Buildings | 252 Units | 280,000 SF Mixed-Use | Onsite Parking THE GALLERY FLATS | LOVELAND, COLO. Mixed-Use Apartment Complex | 66 Units | 100 Beds | 66,000 SF SOUTH MADISON APARTMENTS | GREELEY, COLO. Three Buildings | 221 Units | 185,000 SF Mixed-Use Redevelopment COPPER STONE APARTMENTS | LAFAYETTE, COLO. Garages | 260 Living Units | Clubhouse | 320,0002 SF EYE CENTER OF NORTHERN COLORADO | FORT COLLINS, COLO. One-Story | Three Operating Rooms | 30+ Exam Rooms | 28,000 SF FRONT RANGE ORTHOPEDICS & SPINE | FORT COLLINS, COLO. Two-Story | Two Operating Rooms | Clinic MRI Facility | Two X-Ray Stations | 32,535 SF OLD TOWN FLATS | FORT COLLINS, COLO. Transit-Oriented Urban Living Units 94 Units | 78,080 SF PRESIDENT & CEO JIM CIESLA 20+ Years Industry Experience Bachelor of Science, Construction Management Arizona State University 10. THIRD-PARTY TEAM MEMBERS Page 170 of 192 28 BRINKMAN Mark is the Chief Operating Officer of Brinkman Construction. He has decades of industry experience and has been directly involved in over $500 million worth of projects. His experience includes multi-family, airports, K-12 school buildings, medical facilities, government contracts, municipal buildings, and breweries. Mark is responsible for the oversight of construction operations and plays a high-level role in ensuring that each project stays on schedule, within budget, and exceeds client expectations. Mark holds a bachelor’s degree in Construction Management from the University of Nebraska. Mark is a graduate of the Leadership Fort Collins Program and serves on the Professional Advisory Development Board for Colorado State University’s Construction Management program. This board advances and supports the highest quality faculty, educational facilities, and undergraduate and graduate programs, as well as implementing innovative programs to benefit the construction industry. Key Projects POUDRE VALLEY HOSPITAL HEALTH CAMPUS | FORT COLLINS, COLO. Mult-Tenant Medical Campus | Abulatory Care Center | 200,000 SF THE FOUNDRY | LOVELAND, COLO. Mixed-Use | Retail, Multi-Family, and Hospitality Uses Public Plaza | Two Five-Story Apartment Buildings | 155 Units SOUTH MAIN STATION | LONGMONT, COLO Five Buildings | 252 Units | 280,000 SF Mixed-Use | Onsite Parking PUEBLO VA OUTPATIENT CLINIC | PUEBLO, COLO. Design-Build Renovation of Existing Facility | 500,000 SF COPPER STONE APARTMENTS | LAFAYETTE, COLO. 320,0002 SF | 260 Living Units | Clubhouse | Garages MAX FLATS | FORT COLLINS, COLO. Transit-Oriented Mixed-Use Apartments | 64 Units | 63,530 SF SOUTH MADISON APARTMENTS | GREELEY, COLO. Three Buildings | 221 Units | 185,000 SF Mixed-Use Redevelopment OLD TOWN FLATS | FORT COLLINS, COLO. Transit-Oriented Urban Living Units | 94 Units | 78,080 SF CHIEF OPERATING OFFICER MARK CHRISTENSEN 25+ Years Industry Experience 10. THIRD-PARTY TEAM MEMBERS Page 171 of 192 INTRODUCING OZ ARCHITECTURE 29USING BUSINESS AS A FORCE FOR GOOD EDUARDO ILLANES | Principal303.861.5704 | eillanes@ozarch.com ABOUT OZ ARCHITECTURE OZ Architecture was founded in 1964 and specializes in innovative projects. The firm provides a full range of architectural, planning, and interior design services. Their portfolio of experience includes projects in resorts, mixed-use and retail developments, resident housing, and high tech facilities (among many others). OZ, Brinkman, and Brinkman Construction have worked together on six development projects in the last seven years. Design is the creative focus of their process — a collaboration that brings together citizens, economists, engineers, architects, developers, policy makers, government officials, and builders to construct a shared vision for the future. Their designs build on the unique character and positive qualities of each place. Working at many scales, they coordinate the design of individual buildings; the public spaces they help create; the neighborhoods, towns and cities of which they are a part and the regional culture they celebrate. OZ Architecture is committed to protecting the environment, a commitment they fulfill by incorporating sustainable principles and responsible practices into their own operations. This responsibility inspires individual actions that enhance health and foster a continuing commitment to ongoing sustainability. Page 172 of 192 10. THIRD-PARTY TEAM MEMBERS Reve is a transformative Mixed-Use Development consisting of four (4) buildings with a total of 114,377 sf of Office, 24,032 sf of Retail/Restaurant/Flex/Leasing and 244 Residential For-Rent Units. The Residential portion of the project is comprised of efficiency, studio, 1 br, 2 br, 3 br, penthouse, townhome and live/work unit types that range in size from 430 sf to 1,930 sf. Active ground floor uses, a central public plaza and promenade along a revitalized waterway, expansive open space and new transportation connections enhance both the sense of community within the project itself—and the broader community of Boulder. The foundry is a multi-block mixed-use redevelopment in the heart of Loveland’s historic downtown district that will revitalize the area with a special focus on supporting local art. The development will provide 155 residential units, above ground-level retail and dining, a 102 room Marriot Townplace Suites extended-stay hotel with full amenities, a 460 space parking garage, and a 5 screen movie theater. Through an extensive planning process, OZ capitalized on public feedback to create a design that incorporates the desired art, culture and amenities that willbring the Loveland community together. The Foundry will include an expansive cenral plaza creating a safe space away from traffic for connectivity and programed events. Activated alleyways are another unique feature of the Foundry design. These allys connect to the main urban square and will provide quiet areas and allow for alternative way-finding and new architectural perspectives. THE FOUNDRY | LOVELAND, CO REVE | BOULDER, CO Reve is a transformative Mixed-Use Development consisting of four (4) buildings with a total of 114,377 sf of Office, 24,032 sf of Retail/Restaurant/Flex/Leasing and 244 Residential For-Rent Units. The Residential portion of the project is comprised of efficiency, studio, 1 br, 2 br, 3 br, penthouse, townhome and live/work unit types that range in size from 430 sf to 1,930 sf. Active ground floor uses, a central public plaza and promenade along a revitalized waterway, expansive open space and new transportation connections enhance both the sense of community within the project itself—and the broader community of Boulder. The foundry is a multi-block mixed-use redevelopment in the heart of Loveland’s historic downtown district that will revitalize the area with a special focus on supporting local art. The development will provide 155 residential units, above ground-level retail and dining, a 102 room Marriot Townplace Suites extended-stay hotel with full amenities, a 460 space parking garage, and a 5 screen movie theater. Through an extensive planning process, OZ capitalized on public feedback to create a design that incorporates the desired art, culture and amenities that willbring the Loveland community together. The Foundry will include an expansive cenral plaza creating a safe space away from traffic for connectivity and programed events. Activated alleyways are another unique feature of the Foundry design. These allys connect to the main urban square and will provide quiet areas and allow for alternative way-finding and new architectural perspectives. THE FOUNDRY | LOVELAND, CO REVE | BOULDER, CO 30 BRINKMAN Page 173 of 192 Reve is a transformative Mixed-Use Development consisting of four (4) buildings with a total of 114,377 sf of Office, 24,032 sf of Retail/Restaurant/Flex/Leasing and 244 Residential For-Rent Units. The Residential portion of the project is comprised of efficiency, studio, 1 br, 2 br, 3 br, penthouse, townhome and live/work unit types that range in size from 430 sf to 1,930 sf. Active ground floor uses, a central public plaza and promenade along a revitalized waterway, expansive open space and new transportation connections enhance both the sense of community within the project itself—and the broader community of Boulder. The foundry is a multi-block mixed-use redevelopment in the heart of Loveland’s historic downtown district that will revitalize the area with a special focus on supporting local art. The development will provide 155 residential units, above ground-level retail and dining, a 102 room Marriot Townplace Suites extended-stay hotel with full amenities, a 460 space parking garage, and a 5 screen movie theater. Through an extensive planning process, OZ capitalized on public feedback to create a design that incorporates the desired art, culture and amenities that willbring the Loveland community together. The Foundry will include an expansive cenral plaza creating a safe space away from traffic for connectivity and programed events. Activated alleyways are another unique feature of the Foundry design. These allys connect to the main urban square and will provide quiet areas and allow for alternative way-finding and new architectural perspectives. THE FOUNDRY | LOVELAND, CO REVE | BOULDER, CO 10. THIRD-PARTY TEAM MEMBERS Reve is a transformative Mixed-Use Development consisting of four (4) buildings with a total of 114,377 sf of Office, 24,032 sf of Retail/Restaurant/Flex/Leasing and 244 Residential For-Rent Units. The Residential portion of the project is comprised of efficiency, studio, 1 br, 2 br, 3 br, penthouse, townhome and live/work unit types that range in size from 430 sf to 1,930 sf. Active ground floor uses, a central public plaza and promenade along a revitalized waterway, expansive open space and new transportation connections enhance both the sense of community within the project itself—and the broader community of Boulder. The foundry is a multi-block mixed-use redevelopment in the heart of Loveland’s historic downtown district that will revitalize the area with a special focus on supporting local art. The development will provide 155 residential units, above ground-level retail and dining, a 102 room Marriot Townplace Suites extended-stay hotel with full amenities, a 460 space parking garage, and a 5 screen movie theater. Through an extensive planning process, OZ capitalized on public feedback to create a design that incorporates the desired art, culture and amenities that willbring the Loveland community together. The Foundry will include an expansive cenral plaza creating a safe space away from traffic for connectivity and programed events. Activated alleyways are another unique feature of the Foundry design. These allys connect to the main urban square and will provide quiet areas and allow for alternative way-finding and new architectural perspectives. THE FOUNDRY | LOVELAND, CO REVE | BOULDER, CO 31USING BUSINESS AS A FORCE FOR GOOD Page 174 of 192 11. OUR UNIQUE VALUE We know that Englewood CityCenter isn’t just a project, it’s a vital piece to your overall vision of creating a more active, financially sustainable, mixed-use project that functions as Englewood’s central gathering place. Our expertise lies in working with municipalities to ensure you have a private partner that can execute on our portion of a project while not losing the shared vision that you have set once we start navigating through the details. Community placemaking happens through collaboration and intentionality. We are committed to being your partner throughout this process to bring your unique vision to life through the development of meaningful community spaces. 12. REDEVELOPMENT CONCEPTS In reviewing the current land plan, starting with an assessment of the needs of the municipality is critical. Generally, we strongly believe keeping the public jobs and facilities within the area, but not at the “A corner” is critical. This builds a population that we know will be there 8-5pm, and will drive a certain amount of sales tax revenue and potentially room nights. Many communities have seen big challenges by “moving jobs out of the downtown” with the thought of replacing them with private jobs. Government jobs are a critical base that should be protected and added to, not replaced, unless required and necessary. As previously outlined, and as you’ll see in the following plans, we see the following main “asset classes” with immediate opportunities: • Hospitality • Multi-Family • Office • Central plaza 11-12: RESPONSE CONTENT 32 BRINKMAN Page 175 of 192 PLAN CONCEPT OPTIONS VEHICULAR CIRCULATION RTD TRANSIT PEDESTRIAN CIRCULATION ENGLEWOOD CITY CENTER . ENGLEWOOD | CONCEPT DEVELOPMENT | DATE OF ISSUE 05.13.2019 SITE ANALYSIS S SANTA FE DRIVES INCA STREETW HAMPDEN AVE W FLOYD AVE 33USING BUSINESS AS A FORCE FOR GOODPage 176 of 192 PLAN CONCEPT OPTIONS ENGLEWOOD CITY CENTER . ENGLEWOOD | CONCEPT DEVELOPMENT | DATE OF ISSUE 05.13.2019 SITE AERIALS AERIAL LOOKING NORTH AERIAL LOOKING SOUTHWEST AERIAL LOOKING SOUTHEAST AERIAL LOOKING NORTHEAST 34 BRINKMANPage 177 of 192 PLAN CONCEPT OPTIONS ENGLEWOOD CITY CENTER . ENGLEWOOD | CONCEPT DEVELOPMENT | DATE OF ISSUE 05.13.2019 OPTION 1 West Ch err y Str e et West Dillon Road Wes t D a h l i a S t r e e t S SANTA F E D R I V E S INCA S T R E E T W H A M P D E N A V E W FLOYD AVE OFFICE 100’ x 250’ 3 LEVELS @ 25,000 SF TOTAL=75,000 SF OFFICE 100’ x 250’ 3 LEVELS @ 25,000 SF TOTAL=75,000 SF RESIDENTIAL 60’ x 330’ 5 LEVELS @ 20,000 SF TOTAL=100,000 SF @ 1000 GSF PER UNIT 100 UNITS RESIDENTIAL 60’ x 200’ 5 LEVELS @ 12,000 SF TOTAL=60,000 SF @ 1000 GSF PER UNIT 60 UNITS HOTEL 60’ x 250’ 4 LEVELS @ 15,000 SF TOTAL= 60,000 SF @ 600 GSF PER ROOM 100 KEYS HOTEL 60’ x 250’ 5 LEVELS @ 15,000 SF TOTAL=75,000 SF @ 600 GSF PER ROOM 125 KEYS HOTELPARKING DECK OFFICE RESIDENTIAL 1 2 3 4 5 6 35USING BUSINESS AS A FORCE FOR GOODPage 178 of 192 PLAN CONCEPT OPTIONS ENGLEWOOD CITY CENTER . ENGLEWOOD | CONCEPT DEVELOPMENT | DATE OF ISSUE 05.13.2019 OPTION 1 HOTELPARKING DECK OFFICE RESIDENTIALS SANTA FE DRIVEW HAMPDEN AVE W FLOYD AVE RESIDENTIAL 60’ x 200’ 5 LEVELS @ 12,000 SF TOTAL=60,000 SF @ 1000 GSF PER UNIT 60 UNITS RESIDENTIAL 60’ x 330’ 5 LEVELS @ 20,000 SF TOTAL=100,000 SF @ 1000 GSF PER UNIT 100 UNITS OFFICE 100’ x 250’ 3 LEVELS @ 25,000 SF TOTAL=75,000 SF HOTEL 60’ x 250’ 4 LEVELS @ 15,000 SF TOTAL= 60,000 SF @ 600 GSF PER ROOM 100 KEYS OFFICE 100’ x 250’ 3 LEVELS @ 25,000 SF TOTAL=75,000 SF HOTEL 60’ x 250’ 5 LEVELS @ 15,000 SF TOTAL=75,000 SF @ 600 GSF PER ROOM 125 KEYS 1 2 3 4 6 5 36 BRINKMANPage 179 of 192 PLAN CONCEPT OPTIONS ENGLEWOOD CITY CENTER . ENGLEWOOD | CONCEPT DEVELOPMENT | DATE OF ISSUE 05.13.2019 OPTION 2 West Ch err y Str e et West Dillon Road Wes t D a h l i a S t r e e t S SANTA F E D R I V E S INCA S T R E E T W H A M P D E N A V E W FLOYD AVE OFFICE 100’ x 250’ 3 LEVELS @ 25,000 SF TOTAL=75,000 SF OFFICE 100’ x 250’ 3 LEVELS @ 25,000 SF TOTAL=75,000 SF RESIDENTIAL 60’ x 330’ 5 LEVELS @ 20,000 SF TOTAL=100,000 SF @ 1000 GSF PER UNIT 100 UNITS RESIDENTIAL 60’ x 250’ 5 LEVELS @ 15,000 SF TOTAL=75,000 SF @ 1000 GSF PER UNIT 75 UNITS RESIDENTIAL 60’ x 250’ 5 LEVELS @ 15,000 SF TOTAL=75,000 SF @ 1000 GSF PER UNIT 75 UNITS HOTEL 60’ x 250’ 6 LEVELS @ 15,000 SF TOTAL=90,000 SF @ 600 GSF PER ROOM 150 KEYS HOTELPARKING DECK OFFICE RESIDENTIAL 1 2 3 4 5 6 37USING BUSINESS AS A FORCE FOR GOODPage 180 of 192 PLAN CONCEPT OPTIONS ENGLEWOOD CITY CENTER . ENGLEWOOD | CONCEPT DEVELOPMENT | DATE OF ISSUE 05.13.2019 OPTION 2 HOTELPARKING DECK OFFICE RESIDENTIALS SANTA FE DRIVEW HAMPDEN AVE W FLOYD AVE RESIDENTIAL 60’ x 250’ 5 LEVELS @ 15,000 SF TOTAL=75,000 SF @ 1000 GSF PER UNIT 75 UNITS RESIDENTIAL 60’ x 250’ 5 LEVELS @ 15,000 SF TOTAL=75,000 SF @ 1000 GSF PER UNIT 75 UNITS RESIDENTIAL 60’ x 330’ 5 LEVELS @ 20,000 SF TOTAL=100,000 SF @ 1000 GSF PER UNIT 100 UNITS OFFICE 100’ x 250’ 3 LEVELS @ 25,000 SF TOTAL=75,000 SF OFFICE 100’ x 250’ 3 LEVELS @ 25,000 SF TOTAL=75,000 SF HOTEL 60’ x 250’ 6 LEVELS @ 15,000 SF TOTAL=90,000 SF @ 600 GSF PER ROOM 150 KEYS 1 2 3 4 6 5 38 BRINKMANPage 181 of 192 PLAN CONCEPT OPTIONS ENGLEWOOD CITY CENTER . ENGLEWOOD | CONCEPT DEVELOPMENT | DATE OF ISSUE 05.13.2019 OPTION 3 West Ch err y Str e et West Dillon Road Wes t D a h l i a S t r e e t S SANTA F E D R I V E S INCA S T R E E T W H A M P D E N A V E W FLOYD AVE OFFICE 100’ x 250’ 3 LEVELS @ 25,000 SF TOTAL=75,000 SF OFFICE 100’ x 200’ 3 LEVELS @ 20,000 SF TOTAL=60,000 SF RESIDENTIAL 60’ x 330’ 5 LEVELS @ 20,000 SF TOTAL=100,000 SF @ 1000 GSF PER UNIT 100 UNITS HOTELPARKING DECK OFFICE RESIDENTIAL 1 2 3 4 5 HOTEL 60’ x 250’ 6 LEVELS @ 15,000 SF TOTAL=90,000 SF @ 600 GSF PER ROOM 150 KEYS RESIDENTIAL 60’ x 500’ 5 LEVELS @ 30,000 SF TOTAL=150,000 SF @ 1000 GSF PER UNIT 150 UNITS 39USING BUSINESS AS A FORCE FOR GOODPage 182 of 192 PLAN CONCEPT OPTIONS ENGLEWOOD CITY CENTER . ENGLEWOOD | CONCEPT DEVELOPMENT | DATE OF ISSUE 05.13.2019 OPTION 3 HOTELPARKING DECK OFFICE RESIDENTIALS SANTA FE DRIVEW HAMPDEN AVE W FLOYD AVE RESIDENTIAL 60’ x 330’ 5 LEVELS @ 20,000 SF TOTAL=100,000 SF @ 1000 GSF PER UNIT 100 UNITS OFFICE 100’ x 250’ 3 LEVELS @ 25,000 SF TOTAL=75,000 SF 1 2 3 4 5 OFFICE 100’ x 200’ 3 LEVELS @ 20,000 SF TOTAL=60,000 SF HOTEL 60’ x 250’ 6 LEVELS @ 15,000 SF TOTAL=90,000 SF @ 600 GSF PER ROOM 150 KEYS 3 RESIDENTIAL 60’ x 500’ 5 LEVELS @ 30,000 SF TOTAL=150,000 SF @ 1000 GSF PER UNIT 150 UNITS 40 BRINKMANPage 183 of 192 PLAN CONCEPT OPTIONS ENGLEWOOD CITY CENTER . ENGLEWOOD | CONCEPT DEVELOPMENT | DATE OF ISSUE 05.13.2019 OPTION 4 West Ch err y Str e et West Dillon Road Wes t D a h l i a S t r e e t S SANTA F E D R I V E S INCA S T R E E T W H A M P D E N A V E W FLOYD AVE OFFICE 100’ x 250’ 3 LEVELS @ 25,000 SF TOTAL=75,000 SF OFFICE 60’ x 500’ 2 LEVELS @ 30,000 SF TOTAL=60,000 SF RETAIL 60’ x 500’ TOTAL 30,000 SF RESIDENTIAL 60’ x 330’ 5 LEVELS @ 20,000 SF TOTAL=100,000 SF @ 1000 GSF PER UNIT 100 UNITS HOTELPARKING DECK OFFICE RESIDENTIAL 1 2 3 4 5 6 HOTEL 60’ x 250’ 6 LEVELS @ 15,000 SF TOTAL=90,000 SF @ 600 GSF PER ROOM 150 KEYS HOTEL 60’ x 250’ 6 LEVELS @ 15,000 SF TOTAL=90,000 SF @ 600 GSF PER ROOM 150 KEYS RESIDENTIAL 60’ x 500’ 5 LEVELS @ 30,000 SF TOTAL=150,000 SF @ 1000 GSF PER UNIT 150 UNITS 41USING BUSINESS AS A FORCE FOR GOODPage 184 of 192 PLAN CONCEPT OPTIONS ENGLEWOOD CITY CENTER . ENGLEWOOD | CONCEPT DEVELOPMENT | DATE OF ISSUE 05.13.2019 OPTION 4 HOTELPARKING DECK OFFICE RESIDENTIALS SANTA FE DRIVEW HAMPDEN AVE W FLOYD AVE RESIDENTIAL 60’ x 330’ 5 LEVELS @ 20,000 SF TOTAL=100,000 SF @ 1000 GSF PER UNIT 100 UNITS 1 23 4 HOTEL 60’ x 250’ 6 LEVELS @ 15,000 SF TOTAL=90,000 SF @ 600 GSF PER ROOM 150 KEYS RETAIL 60’ x 500’ TOTAL 30,000 SF OFFICE 60’ x 500’ 2 LEVELS @ 30,000 SF TOTAL=60,000 SF 6 5 HOTEL 60’ x 250’ 6 LEVELS @ 15,000 SF TOTAL=90,000 SF @ 600 GSF PER ROOM 150 KEYS OFFICE 100’ x 250’ 3 LEVELS @ 25,000 SF TOTAL=75,000 SF RESIDENTIAL 60’ x 500’ 5 LEVELS @ 30,000 SF TOTAL=150,000 SF @ 1000 GSF PER UNIT 150 UNITS 42 BRINKMANPage 185 of 192 13. MUNICIPAL REFERENCES THE CITY OF LOVELAND (2011 - PRESENT) • The Foundry (2016-2018) - $78M, hotel/movie theatre/apartments/retail/community plaza/parking structure. • Parking structure ($17.6M) was done with Certificates of Participation, plaza ($4M) was paid from the City general fund and now owned by the Metropolitan District, all other elements are privately owned and financed with commercial banks. Primary Reference: Economic Development Manager Mike Scholl | The Foundry, Gallery Flats | 970.962.2000 Secondary References (contact information available upon request): City Manager Steve Adams, Mayor Jackie Marsh FORT COLLINS DOWNTOWN DEVELOPMENT AUTHORITY (2007 - CURRENT) • $1-3M over a variety of projects, including The Exchange, Old Town Flats, Max Flats, and the Museum redevelopment. • Funds used for façade improvements, plaza improvements, streetscape, etc. These were paid by the DDA and paid annually over time with tax financing. Primary Reference: Darin Atteberry (City of Fort Collins) | The Exchange, Old Town Flats, Max Flats, Mason Street Flats | 970.217.8889 Secondary References (contact information available upon request): DDA Director Matt Robenalt and Mayor Wade Troxell ARVADA URBAN RENEWAL AUTHORITY (2016) • 139 room Hilton Garden Inn - $21M. • AURA funds were used to purchase a church, and then sold to Brinkman for a highly reduced rate. In addition, the City provided a rebate of the lodging tax for a period of 7 years. Primary Reference: AURA Director Maureen Phair | 720.898.7062 TOWN OF WINDSOR / DDA (2017 - CURRENT) • Five-story, mixed-use “Backlots Development” - $26M. The project will have ground level commercial and four levels of parking, restaurant pads, parking lot and office redevelopment. • Town of Windsor/DDA funding included the purchase of land for development and provided to the development at no cost. Funding is done through a tax sharing reimbursement agreement with the Town of Windsor/DDA/Developer. Primary Reference: Matt Ashby | 970.797.3595 Secondary References (contact information available upon request): Mayor Kristi Melendez, City Manager and Shane Hale, DDA Director 43USING BUSINESS AS A FORCE FOR GOOD Page 186 of 192 LETTER OF REFERENCE - CITY OF LOVELAND City of Loveland January 16, 2017 Kevin Brinkman, President Brinkman Partners 3528 Precision Drive, Suite 100 Fort Collins, CO 80528 CITY OF LOVELAND ECONOMIC DEVELOPMENT OFFICE Civic Center • 500 East Third • Loveland, Colorado 80537 (970) 962-2304 • FAX (970) 962-2900 • TDD (970) 962-2620 Re: Letter of Recommendation for Brinkman Dear Kevin, I am offering this letter as a recommendation of Brinkman Partners. Over the last year, Loveland has worked in collaboration with Brinkman to develop the $75 million Foundry Project with the support of the Loveland Urban Renewal Authority. We are planning to break ground in March. Brinkman has been a trusted partner with the City going back to the Gallery Flats project in 2011. The project, a 66 united mixed-use infill project won the Governor's Award from Downtown Colorado Inc., for the best New Infill Project for the year. Throughout the process, the Brinkman team has been responsive to our needs, and responsive to community input. It has been our experience that the Brinkman team brings a strong commitment to the community and works to ensure the project is consistent with the vision put forth by the City. As a result of the success of our initial partnership, we welcomed the chance to bring the Brinkman team back for the Foundry project. Throughout our partnership with Brinkman, they have worked hard to establish a shared vision, facilitated transparent communication with the City and community, ensured project feasibility and objectives were clearly defined, and have an understanding and respect for the City's project risk. The Brinkman team has exceeded our expectations and have been a strong development partner for the City. The Brinkman team maintains a high level of integrity and performs at the highest standards. We look forward to continuing our working relationship with them and are pleased to provide you with this recommendation. If you need any additional information, please do not hesitate to contact me. Sincerely, Stephen C. Adams, City Manager City of Loveland 44 BRINKMAN Page 187 of 192 LETTER OF REFERENCE - CITY OF ARVADA January 16, 2017 Brinkman 3528 Precision Drive, Suite 100 Fort Collins, CO 80528 RE: Letter of Recommendation for Brinkman To Whom It May Concern: It is with great enthusiasm that I put forth this recommendation of Brinkman. I’ve had the pleasure of working with their team on the development of the Hilton Garden Inn in Olde Town Arvada. This project fulfills a long-time goal of the City of Arvada to develop what would be the city’s first modern hotel. Beginning in 2007, we started work with several developers to try to make this hotel a reality. It was not until Brinkman was engaged as a partner in 2014 that the project came to fruition. They worked closely with the existing partner and hotel operator, Renascent Hospitality, to assemble the right team to execute the project. This included collaborating with the City and Arvada Urban Renewal Authority (AURA) to engage a design team, solidify a flag for the hotel, and negotiate financing with the lender. To serve both public and private party interests, all of these decisions required both short and long-term vision. The Brinkman team efficiently navigated this hotel through the design and development process, while leading efforts to collect and incorporate feedback from citizens and neighboring businesses. The end result was a project that integrates into the existing neighborhood, fills a significant void within the city, and revitalizes a formerly blighted site. I would HIGHLY recommend Brinkman as a development partner. Sincerely, Maureen Phair Executive Director 5601 Olde Wadsworth Blvd., Ste. 210, Arvada, CO 80002 Tel. 720.898.7060 Fax. 720-898-7061 www.arvadaurbanrenewal.org 45USING BUSINESS AS A FORCE FOR GOOD Page 188 of 192 14-15. ACQUISITION APPROACH & COLLABORATION As a critical element in the overall shared vision for the area, we will explore discussions and partnership with both the C-III and Wal-Mart properties as the vision comes together. 16. PRODUCT MIX Please reference 12. 17. PARKING CONSIDERATIONS As identified in the possible scenarios, parking must be a major determinate to the final master plan and site plans. Possible ideas include building the residential above one-two decks of parking, or to “wrap” the parking with buildings as shown in a few options. Financing mechanisms would be programs such as General Improvement Districts (just for parking), Metropolitan Districts with a tax sharing, tax increment revenues, or Certificates of Participation. 18. PLACE-MAKING ACTIVITIES Central plaza: While the previous redevelopment efforts provided a beautiful community asset in the park/plaza, we believe this needs to have a solid plan behind its programming to activate the area. This activity will result in better sales for the retail tenants, excitement for residents, and reasons to “come enjoy” Englewood at its heart. Additionally, rail transportation is immediately adjacent, providing a huge asset to capitalize on. If we are fortunate enough to be selected, we would explore various avenues, including metro districts and non-profits, to fill the programming role. OLD TOWN FLATS, Fort Collins, Colo. TRANSIT-ORIENTED DEVELOPMENT 14-18: RESPONSE CONTENT 46 BRINKMAN Page 189 of 192 19. PAST RETURNS As transparency is key in public-private partnerships, we have sought the following return metrics in the past in order to “pencil” different elements of the deal structure. We have been able to achieve these results and deliver the project to the community as promised. • Multi-Family (including parking): 10% cash-on-cash return and 15% IRR • Office: 10% cash-on-cash return and 15% IRR • Hospitality: 13% cash-on-cash return and 16% IRR 20. TARGET RETURNS As mentioned before, our threshold to success is as follows: • Multi-Family (including parking): 10% cash-on-cash return and 15% IRR • Office: 10% cash-on-cash return and 15% IRR • Hospitality: 13% cash-on-cash return and 16% IRR 21. FINANCIAL RESOURCES Brinkman and its partners will be sourcing both the debt and equity for the project. Over the past two years, we have provided/raised $53M in equity and sourced debt for over $175M of development. The guarantors on the debt have been either the Principals for Brinkman and/or partners in all cases and are willing to sign on debt for the Englewood project(s) provided the proformas for the project are at/above the profile presented earlier. 22. FINANCIAL CRITERIA For all projects in our portfolio that have had public and private money/value, we have been an open book with all accounting. As such, we would be looking to explore opportunities such as: fee waivers, land write down/contribution, parking assets paid for through tax increment, expedited approvals, “clean site” commitment, façade improvement agreements (where appropriate), retail sales fees, and an agreement to be allowed to establish a Metropolitan District, if needed. These items in the “tool box” allows for the greatest opportunity for success on both sides. 23. OVERHEAD Expenses involved in the development of a public-private opportunity are handled within our fee structure (development, acquisition, debt, etc.) as appropriate. Legal costs are handled as a cost of the project and billed accordingly, whether in-house or contracted. 19-23: RESPONSE CONTENT 47USING BUSINESS AS A FORCE FOR GOOD Page 190 of 192 24. DEAL STRUCTURE • Ground Lease: We have handled deals with ground leases a few different ways. They usually require a subordination of the land due to the lender. In the case that a ground lease is the chosen path, an annual payment would be an annual cost to the NOI. • Subsidized Long-Term Lease to the City: Our preferred structure in this scenario would be an agreed-upon Return on Cost arrangement in order to protect both the tenant and landlord through the process of finalizing cost and lease rate. • North Parking Lot Development: Subject to the return expectations previously mentioned, we would prefer a tax sharing agreement. This would be agreed upon at the beginning related to how the tax base created by the private party is generating taxes for the public entity. This would be subject to availability of available funds. • Additional Financial Participation to the City: The developer would consider a “true up” arrangement above a “super benchmark” TBD that could be shared if certain hurdles were hit above the expected return profile expectations. 25. UTILIZING APPRAISED MARKET VALUES Regarding the possible approach of utilizing appraised market values for the redevelopment plan: • A: All costs of the master planning efforts would be added to the basis in the land and should be reimbursed at closing of each parcel. • B: Development timing will be determined based on market studies. However, it is anticipated that the hospitality and residential assets are immediate opportunities in the market. • C: Structured parking will be the largest key to the success of the partnership. Tax increment (if available) or a tax sharing agreement will be needed to densify the parcel(s). • D: Any developer-provided subsidy would be based on the market lease and demand. 26. FINANCIAL CAPABILITY Brinkman, as the developer, would fund pre-development costs of all private party elements. Funding for public portions of the project pre-development costs would be agreed to and shared accordingly. Providing an estimate for this work is very difficult without having a program from which to work. However, we will typically have soft costs of 20-30% of the total project cost that will have to be advanced prior to loan closing. 27. REIMBURSEMENT In the event of a DA being reached and then terms are not reached on a specific project, we would expect to be reimbursed for 50% of our costs if it’s a mutual agreement. In the event the City cannot execute on their end of the DA, we would ask the City to reimburse our costs to date. 28. CERTIFICATES OF PARTICIPATION OBLIGATION In response to the Civic Center building and the possibility of early retirement of the City’s remaining COPs, this may be considered in the event the developer gains control and decision-making of the building and related finances, subject to the City’s approval. 24-28: RESPONSE CONTENT 48 BRINKMAN Page 191 of 192 BRINKMANCOLORADO.COM 3528 PRECISION DRIVE | SUITE 100 | FORT COLLINS 3040 BLAKE STREET | SUITE 110 | DENVER A Certified B Corp Page 192 of 192