The URL can be used to link to this page

Home My WebLink About2019-12-16 (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, December 16, 2019 ♦ 7:00 PM 1. Invocation 2. Pledge of Allegiance 3. Roll Call 4. Call to Order 5. Consideration of Minutes of Previous Session a. Minutes of the Regular City Council Meeting of December 2, 2019. Pdf 6. Appointments, Communications, Proclamations, and Recognition 7. 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 presenta tion to Council may be submitted to the City Clerk as the speaker approaches the podium. A USB port is available for public presentation. a. Jerry Walker, an Englewood resident, will address Council. b. Tammy Williamson, an Englewood resident, will address Council. c. Ida May Nicholl, an Englewood resident, will address Council regarding MOA. d. Doug Cohn, an Englewood resident, will address Council regarding Englewood history. 8. 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 questions 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 Dis cussion. 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. Council Response to Public Comment. 9. Consent Agenda Items a. Approval of Ordinances on First Reading Page 1 of 316 Englewood City Council Regular Agenda December 16, 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. b. Approval of Ordinances on Second Reading. c. Resolutions and Motions 10. Public Hearing Items 11. Ordinances, Resolutions and Motions a. Approval of Ordinances on First Reading b. Approval of Ordinances on Second Reading c. Resolutions and Motions i. A Request to Transfer Funds from the General Fund to the Public Improvement Fund for the 2020 Englewood Light Rail Corridor and Urban Center Next Step Study Grant Match Pdf Staff recommends City Council approve, by Resolution, transferring funds ($41,575) from the Community Development professional services budget (general fund) to the public improvement fund for the purpose of funding the required local match for the 2020 Englewood Light Rail Corridor and Urban Center Next Step Study grant ($200,000). Staff: Planner John Voboril ii. Approval of 2020 Englewood Light Rail Corridor and Urban Center Next Step Study Professional Services Contract with Dig Studio Pdf Staff recommends City Council approve, by Motion, to award the 2020 Englewood Light Rail Corridor and Urban Center Next Step study to Dig Studio. Staff: Redevelopment Manager Dan Poremba and Planner John Voboril iii. Conditional Permit for Severe Weather Sheltering in Places of Religious Assembly Pdf Staff recommends City Council approve, by Resolution, adopting a temporary conditional permit process to allow for temporary sheltering in places of religious assembly for those in need during severe weather conditions. The resolution includes three shelter requirement options for Council to choose from so that any option Council selects can be incorporated into the approved Resolution. Staff: Fire Marshal Laura Herblan and Cheif Building Official Karen Montanez iv. Approval of Contract Amendment with Keesen Landscape Services for Snow & Ice Control Services Pdf Staff recommends City Council approve, by Motion, to increase the contract amount with Keesen Landscape Services, Inc. from $95,000 to $250,000 for the 2019-2020 snow season for Englewood Environmental Foundation area snow & ice control services. Staff: Public Works Director Maria D'Andrea v. Approval of Change Order with DLR Group Architects for Police Headquarters Building Project Pdf Page 2 of 316 Englewood City Council Regular Agenda December 16, 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. Staff recommends City Council approve, by Motion, Change Order No. 5 with DLR Group Architects for the design of an exhaust system in the armory room of the Police Headquarters Building Project in the amount of $6,650.00. Staff: Public Works Director Maria D'Andrea vi. Approval of Change Order with CBRE, Inc. for Police Headquarters Building Project Pdf Staff recommends City Council approve, by Motion, Change Order No. 2 with CBRE, Inc. for substantial completion and project closeout services related to the Police Headquarters Building Project in the amount of $23,721.00. Staff: Public Works Director Maria D'Andrea vii. Executive Session for a conference with the City Attorney for the purpose of receiving legal advice on contracts pursuant to C.R.S. Section 24 -6-402(4)(b) and to develop strategy for negotiations, and/or instructing negotiators, under C.R.S. Section 24-6-402(4)(e)(I); viii. Museum of Outdoor Arts Contract Renewal Discussion Pdf Staff recommends City Council approve, by Resolution, of the attached agreement with the Museum of Outdoor Arts Staff: Deputy City Manager Dorothy Hargrove 12. General Discussion a. Mayor's Choice b. Council Members' Choice 13. City Manager’s Report a. Master Developer Recommendation for the City Property Portions of CityCenter Pdf Staff recommends that SKB of Portland, Oregon (also referred to as Scanlan Kemper Bard) be selected by the City of Englewood as its preferred master developer partner for the redevelopment of the City Property at Englewood City Center. Staff also recommends that Council meet with SKB to receive a presentation regarding their company qualifications and experience and to discuss their initial ideas for redeveloping the City Property. Staff: Redevelopment Manager Dan Poremba 14. City Attorney’s Report 15. Adjournment Page 3 of 316 MINUTES City Council Regular Meeting Monday, December 2, 2019 1000 Englewood Pkwy – Council Chambers 7:00 PM 1 Call to Order City Clerk Carlile called the meeting to order at 7:07 p.m. a) Selection of a Temporary Chairman Moved by Council Member Cheryl Wink Seconded by Council Member Joe Anderson Motion to appoint Council Member Russell to serve as the presiding officer for the City Council Meeting of December 2, 2019, in the absence of Mayor Olson and Mayor Pro Tem Sierra. For Against Abstained Joe Anderson (Seconded By) x Dave Cuesta x Rita Russell x Cheryl Wink (Moved By) x John Stone x 5 0 0 Motion CARRIED. 2 Invocation The invocation was given by Council Member Russell. 3 Pledge of Allegiance The Pledge of Allegiance was led by Council Member Russell. 4 Roll Call COUNCIL PRESENT: Council Member Joe Anderson Council Member Dave Cuesta Council Member Rita Russell Page 1 of 8 Draft Page 4 of 316 City Council Regular December 2, 2019 Council Member John Stone Council Member Cheryl Wink COUNCIL ABSENT: Mayor Linda Olson Mayor Pro Tem Othoniel Sierra STAFF PRESENT: City Manager Lewis City Attorney McKenney Brown Deputy City Manager Hargrove City Clerk Carlile Deputy City Clerk McKinnon Director Sobota, Finance and Administrative Director Power, Community Development Director D'Andrea, Public Works Capital Projects and Engineering Manager Hoos, Public Works Communication Manager Harguth, Communication Department Economic Development Manager Hollingsworth, Community Development Community Relations Coordinator/PIO Arnoldy, Communications Executive Assistant Fenton, Community Development Commander Englert, Police Department Technical Support Specialist II Munnell, Information Technology Officer Hume, Police Department 5 Consideration of Minutes of Previous Session a) Minutes of the Regular City Council Meeting of November 18, 2019. Moved by Council Member John Stone Seconded by Council Member Cheryl Wink APPROVAL OF THE MINUTES OF THE REGULAR CITY COUNCIL MEETING OF November 18, 2019. For Against Abstained Joe Anderson x Dave Cuesta x Rita Russell x Cheryl Wink (Seconded By) x John Stone (Moved By) x 5 0 0 Motion CARRIED. 6 Communications, Proclamations, and Appointments a) City of Englewood Planner Will Charles was recognized for passing the American Institute of Certified Planners (AICP) exam. Page 2 of 8 Draft Page 5 of 316 City Council Regular December 2, 2019 b) Council recognized the following students for the Student Art Calendar: •Kiera Kapler, a 3rd Grader at Charles Hay World School. Kiera‘s piece is called “The Sunflower Piece”, and it is featured on the Cover of the calendar. •Addison Tubin, a 5th Grader from Clayton Elementary. Addison’s piece is Untitled and is the featured artwork for the month of January. •Lucas Rivera, a 2nd Grader at Charles Hay World School. Lucas‘s piece is called “ Bob the crazy Monster”, and is the featured artwork for February. •Elliot Engler, a 12th Grader at Colorado’s Finest High School of Choice. Elliot’s piece is called “Cathartes”, and is the featured artwork for March. •Matthew Bolerjack, a 3rd Grader at Charles Hay World School. Matthew’ s piece is called “Boler” Bear, and is the featured artwork for the month of April. •Alison Kapler, a 1st Grader at Charles Hay World School . Alison‘s piece is called “The Fish Pond”, and is the featured piece for the month of May. •Athina Rodriguez Bates, a 2nd Grader from Clayton Elementary. Athina’s art piece is Untitled, and is the featured artwork for the month of June. •Julie Castanada, an 11th Grader from Colorado’s Finest High School of Choice. Julie’s art piece is named “Did you Say Walk??”, and is the featured artwork for the month of July. •Brianna Cheatum, a 12th Grader at Englewood High School. Brianna’s art piece is a Senior Self Portrait, and is the featured artwork for the month of August. •Ana Hooper, a 2nd Grader at All Souls Catholic School. Ana‘s piece is called “ Tiger in the Jungle”, and is the featured artwork for the month of September. •Xalynn Sandoval, a 4th Grader at Clayton Elementary. Xalynn’s art piece is Untitled, and is the featured artwork for the month of October. •Diego Rios, an 11th Grader at Englewood High School. Diego’s piece is entitled “Shades of Ms. Lauryn Hill”, and is the featured artwork for the month of November. •Teddy Millen, a 6th Grader at All Souls Catholic School. Teddy’s piece is called “Eeyore’s Glitch”, and is the featured artwork for the month of December. 7 Recognition of Scheduled Public Comment a) Lynn Ann Huizingh addressed Council regarding severe weather shelter network. b) Doug Cohn, an Englewood resident, addressed Council regarding City of Englewood history. 8 Recognition of Unscheduled Public Comment a) Christine Brinker, an Englewood resident, addressed Council regarding bike lanes. b) Jerry Walker, an Englewood resident, addressed Council regarding crime. Page 3 of 8 Draft Page 6 of 316 City Council Regular December 2, 2019 c) Charlotte Carr, an Englewood resident, addressed Council regarding fire/building code and homelessness. d) Pamela Beets, an Englewood resident, addressed Council regarding development. e) Dante Kobek, an Englewood resident, addressed Council regarding the Englewood 4th of July event. Council Member Cuesta Responded to Public Comment. 9 Consent Agenda Items Moved by Council Member Wink seconded by Council Member Stone to approve Consent Agenda Items 9 (b) (i-ii). a) Approval of Ordinances on First Reading There were no Ordinances on First Reading. b) Approval of Ordinances on Second Reading. i) CB 50 - MOU with Denver Police Department and the Federal Bureau of Alcohol, Tobacco, Firearms and Explosives- BATF&E ORDINANCE NO. 53, SERIES OF 2019 (COUNCIL BILL NO. 50, INTRODUCED BY COUNCIL MEMBER WINK) AN ORDINANCE APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF DENVER POLICE DEPARTMENT, CITY OF ENGLEWOOD POLICE DEPARTMENT AND THE UNITED STATES BUREAU OF ALCOHOL, TOBACCO, FIREARMS AND EXPLOSIVES REGARDING THE SCHEDULING AND SUBMISSION OF EVIDENCE INTO THE NATIONAL INTEGRATED BALLISTIC INFORMATION NETWORK. ii) CB 51 - IGA with Douglas County to obtain sex offender tracking software SOTAR Moved by Council Member Cheryl Wink Seconded by Council Member John Stone ORDINANCE NO. 54, SERIES OF 2019 (COUNCIL BILL NO. 51, INTRODUCED BY COUNCIL MEMBER STONE) AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE BOARD OF COUNTY Page 4 of 8 Draft Page 7 of 316 City Council Regular December 2, 2019 COMMISSIONERS OF THE COUNTY OF DOUGLAS AND THE CITY OF ENGLEWOOD/ENGLEWOOD POLICE DEPARTMENT. Motion to approve Consent Agenda Items 9 (b)(i-ii). For Against Abstained Joe Anderson x Dave Cuesta x Rita Russell x Cheryl Wink (Moved By) x John Stone (Seconded By) x 5 0 0 Motion CARRIED. c) Resolutions and Motions There were no additional Resolutions or Motions (See Agenda item 11(c)(i-v).) 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 additional Ordinances on Second Reading. (See Agenda items 9(b)(i-ii).) c) Resolutions and Motions i) Resolution to authorize the City of Englewood's application to Bloomberg Philanthropies for grant funding Moved by Council Member Cheryl Wink Page 5 of 8 Draft Page 8 of 316 City Council Regular December 2, 2019 Seconded by Council Member Joe Anderson RESOLUTION NO. 67, SERIES OF 2019 A RESOLUTION SUPPORTING THE CITY OF ENGLEWOOD’S COMMUNITY DEVELOPMENT DEPARTMENT’S APPLICATION AND ACCEPTANCE OF BLOOMBERG PHILANTHROPIES GRANT FUNDS FOR ARTISTIC TRAFFIC SIGNAL CABINET WRAPS, AESTHETIC CROSSWALK ENHANCEMENTS, AND MURALS ALONG SOUTH BROADAY FROM HAMPDEN AVENUE NORTH TO YALE AVENUE. For Against Abstained Joe Anderson (Seconded By) x Dave Cuesta x Rita Russell x Cheryl Wink (Moved By) x John Stone x 5 0 0 Motion CARRIED. ii) 2020 Rate and Fee Schedule Resolution Moved by Council Member Joe Anderson Seconded by Council Member Cheryl Wink RESOLUTION NO. 68, SERIES OF 2019 A RESOLUTION ADOPTING THE 2020 FEE AND UTILITY RATE SCHEDULE FOR THE CITY OF ENGLEWOOD, COLORADO. For Against Abstained Joe Anderson (Moved By) x Dave Cuesta x Rita Russell x Cheryl Wink (Seconded By) x John Stone x 5 0 0 Motion CARRIED. iii) Contract Approval for On-call Engineering Services with EST, Inc. Moved by Council Member Cheryl Wink Seconded by Council Member John Stone Page 6 of 8 Draft Page 9 of 316 City Council Regular December 2, 2019 Approval of a Professional Services Agreement with EST, Inc. in an amount not to exceed $200,000 for General Engineering, Surveying, Geotechnical & Land Acquisition On-Call Services. For Against Abstained Joe Anderson x Dave Cuesta x Rita Russell x Cheryl Wink (Moved By) x John Stone (Seconded By) x 5 0 0 Motion CARRIED. iv) Contract Approval for On-call Engineering Services with Stanley Consultants, Inc. Moved by Council Member Joe Anderson Seconded by Council Member Cheryl Wink Approval of a Professional Services Agreement with Stanley Consultants, Inc. in an amount not to exceed $200,000 for General Engineering, Surveying, Geotechnical & Land Acquisition On-Call Services. For Against Abstained Joe Anderson (Moved By) x Dave Cuesta x Rita Russell x Cheryl Wink (Seconded By) x John Stone x 5 0 0 Motion CARRIED. v) Health Insurance Benefits Moved by Council Member Cheryl Wink Seconded by Council Member John Stone RESOLUTION NO. 69, SERIES OF 2019 A RESOLUTION ACCEPTING A LETTER AGREEMENT WITH KAISER FOUNDATION HEALTH PLAN OF COLORADO. For Against Abstained Joe Anderson x Dave Cuesta x Page 7 of 8 Draft Page 10 of 316 City Council Regular December 2, 2019 Rita Russell x Cheryl Wink (Moved By) x John Stone (Seconded By) x 5 0 0 Motion CARRIED. 12 General Discussion a) Mayor's Choice b) Council Members' Choice 13 City Manager’s Report 14 City Attorney’s Report 15 Adjournment COUNCIL MEMBER RUSSELL MOVED TO ADJOURN. The meeting adjourned at 8:58 p.m. City Clerk Page 8 of 8 Draft Page 11 of 316 COUNCIL COMMUNICATION TO: Mayor and Council FROM: John Voboril DEPARTMENT: Community Development DATE: December 16, 2019 SUBJECT: A Request to Transfer Funds from the General Fund to the Public Improvement Fund for the 2020 Englewood Light Rail Corridor and Urban Center Next Step Study Grant Match DESCRIPTION: A Request to Transfer Funds from the General Fund to the Public Improvement Fund for the 2020 Englewood Light Rail Corridor and Urban Center Next Step Study Grant Match RECOMMENDATION: Staff recommends City Council approve a Resolution transferring funds ($41,575) from the Community Development professional services budget (general fund) to the public improvement fund for the purpose of funding the required local match for the 2020 Englewood Light Rail Corridor and Urban Center Next Step Study grant ($200,000). PREVIOUS COUNCIL ACTION: On October 21, 2019, City Council approved Resolution 64, Series 2019 authorizing Mayor Olson to enter the City into a Grant Agreement with Colorado Department of Transportation for the purpose of receiving reimbursement of professional service expenses in support of the 2020 Englewood Light Rail Corridor and Urban Center Next Step Study. On November 19, 2018 City Council approved a resolution authorizing Englewood’s application to DRCOG for a third round of Light Rail Corridor and Urban Center Next Step Study grant funding. Community Development staff submitted the grant application in December of 2018 and DRCOG officially awarded the $200,000 Next Step Study Grant to Englewood at the February 20, 2018 Board of Directors Meeting (the maximum financial award available). SUMMARY: The 2020 Englewood Light Rail Corridor and Urban Center Next Step Study will likely run beyond the end of 2020. Transferring local match funding from the general fund to the public improvement fund assures that the local match funds will be in place to pay monthly professional services invoices that will in turn be submitted to the Colorado Department of Transportation for reimbursement according to the grant formula percentage (CDOT = 82.79%, Englewood = 17.21%). The subject Next Step Grant tasks will continue to build upon the two prior Englewood STAMP/UC grants (2013 and 2015) to now bring a “real world implementation focus” to three related catalytic goals: 1. Planning and related predevelopment implementation tasks to facilitate the redevelopment of key portion of the original 55-acre CityCenter transit-oriented Page 12 of 316 development now owned by LNR Partners (which recently succeeded C-III Asset Management and is now referred to as the “LNR Property”) and owned or controlled by the City and the Englewood Environmental Foundation (referred to as the “City Property”), 2. Evaluation and formation tasks pertaining to the establishment of a Downtown Development Authority (DDA) for Englewood’s Central Business District, including the CityCenter area, Historic Downtown area and the Medical District area, and 3. Refinement of the original vision for the industrial portions of the Englewood Light Rail Corridor, including the consideration of a new zoning framework that may include a combination of base rezoning (Hampden Avenue south frontage) and TOD overlay zoning. ANALYSIS: Englewood previously utilized DRCOG Station Area Master Plan and Urban Center Studies grant funding to complete the Englewood Light Rail Corridor Station Area Master Plan (2013) and the Englewood Light Rail Corridor Next Steps Study (2015), both of which were officially adopted by City Council. The original Englewood Light Rail Corridor Station Area Master Plan (2013) established a vision of the development potential of Englewood’s station area neighborhoods, and key infrastructure investments that would connect each neighborhood to the Englewood and Oxford LRT Stations. The Englewood Light Rail Corridor Next Step Study (2015) included a competitive market and strategic redevelopment analysis of the CityCenter Englewood area. The establishment of a Downtown Development Authority was recommended as the key organizational structure and tax increment financing tool necessary to plan for and finance future redevelopment initiatives in the CityCenter, Downtown, and Medical District areas. The Downtown Development Authority strategy was reaffirmed through inclusion in the “Englewood Forward: The 2016 Englewood Comprehensive Plan.” As an “inner ring” Metro Denver city that is already built-out, Englewood must be proactive and creative in implementing redevelopment and revitalization initiatives to remain competitive in attracting and retaining employers, retailers, residents and property owners. Englewood’s redevelopment and revitalization goals are consistent with the overarching goals of the subject Next Step Study Grant as well as the specific tasks eligible for funding. The availability of this grant funding coincides well with Englewood’s time-sensitive needs and opportunities, including: • Proactive protection of Englewood’s various CityCenter interests in connection with the 2018 Weingarten Realty property foreclosure and the pending resale of that property by LNR Partners, • Favorable redevelopment opportunities available to Englewood, especially at CityCenter, due to the Metro Denver area’s very high current profile among national and international real estate developers and investors, • Optimum window of opportunity for attracting real estate and new business investment capital under the new Federal Opportunity Zones Program (Englewood’s commercial core is located within designated Opportunity Zones), • Need for Englewood to implement a Downtown Development Authority, as many similar Colorado municipalities have done, in order to provide a practical, fair and efficient platform to help finance, market, and operate the City’s central business district. Page 13 of 316 Given Englewood’s time-sensitive redevelopment and revitalization funding needs and the subject grant’s continuity with past DRCOG grant awards, the subject Next Step Grant Agreement and acceptance of the grant funding is recommended by staff. FINANCIAL IMPLICATIONS: GENERAL FUND: SOURCE OF FUNDS: Community Development Professional Services $ 41,575 USE OF FUNDS: Transfer out to Public Improvement Fund $ 41,575 PUBLIC IMPROVEMENT FUND: SOURCE OF FUNDS: Transfer in from General Fund $41,575 ATTACHMENTS: Resolution Resolution 64, Series 2019 Page 14 of 316 1 RESOLUTION NO. ____ SERIES OF 2019 A RESOLUTION TRANSFERRING FUNDS FROM THE GENERAL FUND TO THE PUBLIC IMPROVEMENT FUND FOR THE 2020 ENGLEWOOD LIGHT RAIL CORRIDOR AND URBAN CENTER NEXT STEP STUDY WHEREAS, the City of Englewood is required by City Charter to ensure that expenditures do not exceed legally adopted appropriations; WHEREAS, the 2020 Budget was submitted and approved by the Englewood City Council on October 21, 2019; WHEREAS, this request to transfer funds is being presented for City Council approval due to the local match requirement under the Grant Agreement with the Colorado Department of Transportation; WHEREAS, the Grant Agreement was entered into by the Englewood City Council by approval and passage of Resolution No. 64, Series 2019 on October 21, 2019; WHEREAS, the Grant Agreement is for the acceptance of grant funds for the 2020 Englewood Light Rail Corridor and Urban Next Step Study; WHEREAS, the Colorado Department of Transportation is providing $200,000.00 in grant funds; WHEREAS, the Grant Agreement requires that the City provide matching funds in the amount of $41,575.00 dollars; WHEREAS, the Englewood Community Development Professional Services Budget committed $41,575.00 of the match; WHEREAS, the funds contributed by Community Development will need to be moved from the General Fund to the Public Improvement Fund; and WHEREAS, appropriation of the matching funds for 2020, are hereby presented for the consideration and approval of City Council. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section 1. The Budget for the City of Englewood, Colorado, is hereby amended for the year ending 2020, as follows: FUND TRANSFER: GENERAL FUND Transfer Out to Public Improvement Fund from Community Development Professional Services Budget $41,575 PUBLIC IMPROVEMENT FUND Transfer in to Public Improvement Fund from Community Development Professional Services Budget $41,575 Page 15 of 316 2 USE OF FUNDS: City of Englewood Match Funds – 2020 Englewood Light Rail Corridor and Urban Next Step Study $41,575 Section 2. The City Manager and the Director of Finance and Administrative Services are hereby authorized to make the above changes to the 2020 Budget for the City of Englewood. ADOPTED AND APPROVED this ______ day of December, 2019. _______________________________ Linda Olson, Mayor ATTEST: __________________________________ Stephanie Carlile, City Clerk I, Stephanie Carlile, City Clerk for the City of Englewood, Colorado, hereby certify the above is a true copy of Resolution No. ____, Series of 2019. Stephanie Carlile, City Clerk Page 16 of 316 RESOLUTION NO.64 SERIES OF 2019 A RESOLUTION AUTHORIZING THE CITY OF ENGLEWOOD,COLORADO, TO ENTER INTO GRANT AGREEMENTS WITH THE COLORADO DEPARTMENT OF TRANSPORTATION FOR THE 2020 ENGLEWOOD LIGHT RAIL CORRIDOR AND URBAN NEXT STEP STUDY WHEREAS,in November 2018,City Council approved Resolution No.24,Series 2018 authorizing Community Development to submit an applicationto Denver Regional Council of Governments (DRCOG) for a third round of Light Rail Corridor and Urban Center grant funding; WHEREAS,in December 2018 the Community Development Department submitted the grant application to DRCOG; WHEREAS,in February 2019 DRCOG officially awarded $200,000 for the Next Step Study Grant to the City of Englewood to fund the establishment of a Downtown Development Authority,which will require an election in November of 2020,and the issuance of a professional services consulting contract to assist with the implementationof the Englewood Light Rail Corridor Station Area Master Plan (“Master Plan”); WHEREAS,the administration of the grant funds is through the Colorado Department of Transportation (“CDOT”); WHEREAS,the City will provide a local match in the amount of $41,575.00,for a total ?md amount of $241,575.00; WHEREAS,the City’s local match will come from the Community Development budget,line item 02-0801-54201;and WHEREAS,CDOT has begun using Grant Agreements in lieu of intergovernmentalagreements where projects meet the following criteria:1.)projects that use federal funding,such as Surface Transportation Block Grants,and 2.)projects that are for planning purposes only,and not for infrastructure construction. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD,COLORADO,THAT: Section 1.The Community Development Department is hereby authorized to enter into a Grant Agreement with the Colorado Department of Transportation to accept $200,000 for funding of the Englewood Light Rail Corridor Station Area Master Plan,including the establishment of a Downtown Development Authority. Section 2.The Mayor is authorized to sign this Resolution which approves entering into a Grant Agreement for and on behalf of the City of Englewood and Englewood City Council. ADOPTED AND APPROVED this 215‘day of October,2019. Page 17 of 316 Linda soh,?ayorV ATTEST: s_é}s?'anie5’arme,City Clerk I,Stephanie Carlile.City Clerk for the City of Englewood,Colorado,hereby certify the above is a true copy of Resolution 64,Series of 2019. ?pgahie-.?ar|i|e,City Clerk Page 18 of 316 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Dan Poremba, John Voboril DEPARTMENT: Community Development DATE: December 16, 2019 SUBJECT: Approval of 2020 Englewood Light Rail Corridor and Urban Center Next Step Study Professional Services Contract with Dig Studio DESCRIPTION: Approval of 2020 Englewood Light Rail Corridor and Urban Center Next Step Study Professional Services Contract with Dig Studio RECOMMENDATION: Community Development staff recommends awarding the 2020 Englewood Light Rail Corridor and Urban Center Next Step study to Dig Studio. Dig Studio, in combination with their proposed multi-discipline consulting team was the firm selected after completion of the City’s competitive, multi-step procurement process. PREVIOUS COUNCIL ACTION: On November 19, 2018, City Council approved a resolution authorizing Englewood’s application to the Denver Regional Council of Governments (DRCOG) for a third round of grant funding for a Light Rail Corridor and Urban Center Next Step Study (Next Step Study). Community Development staff submitted the grant application in December of 2018 and DRCOG officially awarded the $200,000 Next Step Study grant to Englewood at the February 20, 2018 Board of Directors Meeting (the maximum financial award available). On October 21, 2019, City Council approved an ordinance authorizing the City to enter into a Grant Agreement with the Colorado Department of Transportation (CDOT) for the purpose of receiving reimbursement of professional service expenses in support of the subject Next Step Study. CDOT is serving as the administrative agency to DRCOG for this grant. On December 16, 2019, City Council will also consider a related resolution to transfer $41,575 from the 2020 Community Development professional services budget to the Public Improvement Fund (PIF) in order to spread professional consulting service payments on a monthly basis through 2020 and beyond if necessary. This is the amount of Englewood’s required local match for the Next Step Study grant. SUMMARY: The 2020 Next Step Study and subject consulting contract will continue to build upon two prior DRCOG grants to Englewood (2013 and 2015) to now bring a “real world implementation focus” to three related catalytic goals: 1. Planning and predevelopment tasks to facilitate the redevelopment of key portions of the original 55-acre CityCenter transit-oriented development, Page 19 of 316 2. Evaluation and formation tasks pertaining to the establishment of a Downtown Development Authority (DDA) for Englewood’s Central Business District, and 3. Refinement of the original vision for the industrial portions of the Englewood Light Rail Corridor. Together, these three grant goals will assist the City of Englewood to continue to catalyze the revitalization and redevelopment of the City in ways to enable Englewood to remain competitive and to deliver optimum value for residents, employers, retailers and property owners. The Next Step Grant funding represents a timely opportunity for the City of Englewood to fund these needed tasks well beyond the limited extent to which they could be funded under the City’s 2020 budget. These three goals were highlighted in a detailed Request for Proposals (RFP) authored by Community Development staff. The RFP was issued on August 7, 2019. The City received compliant responses from high-quality consulting teams led by five highly-qualified planning firms: Brightview, Design Workshop, Dig Studio, Civitas and HDR. The RFP responses were evaluated, scored and ranked and team interviews with each of the firms were conducted. The evaluation and interview process included staff from the Community Development, Public Works, and Parks, Recreation and Library Departments, including the department directors. A detailed scoring system was utilized based on the criteria detailed in the RFP. Staff initiated scope of work and fee allocation discussions with the top two scoring finalists, HDR and Dig Studio. Dig Studio ultimately proved to be the best fit for the City’s vision for the Next Step Study. The Dig Studio RFP response, dated September 30, 2019, has been included as an attachment for Council reference. ANALYSIS: Dig Studio, headed by Bill Vitek, Principal in Charge, will lead the scope of work identified and required in the Next Step Study consulting contract. The Dig Studio consulting team includes several sub-consultants that bring specialized knowledge and experience that will be used to address the specific goals and tasks outlined in the RFP. Several of these firms have completed prior work for Englewood. Progressive Urban Management Associates (PUMA), led by Brad Segal, will focus on building public support for a Downtown Development Authority (DDA). PUMA is a leading authority on urban special districts. PUMA will be assisted by Hilarie Portell of Portell Works, with public strategy, communication, and messaging pertaining to the DDA investigation and formation as well as the overall Next Step Study. Portell and PUMA recently completed a DDA feasibility study and a market assessment for Englewood to evaluate the need for and value of an Englewood DDA. OV Consulting, led by Beth and Chris Vogelsang, will apply their deep and familiar knowledge of Englewood bicycle and pedestrian needs to transportation recommendations for the DDA. OV Consulting was previously responsible for the Englewood Walk and Wheel Plan, as well as the design for the Dartmouth bicycle lanes. Studio Seed, led by Cheney Bostic, will focus on policy planning and zoning recommendations for the industrial light rail corridor. Arland Land Use Economics, led by Arleen Taniwaki, will provide economic analysis in conjunction with the DDA investigation and light rail industrial corridor planning and policy development. FINANCIAL IMPLICATIONS: The Dig Studio contract budget is $241,575, which is in compliance with the terms of the Grant Agreement between the City of Englewood and CDOT. The total funding for the Next Step Page 20 of 316 Study consists of $200,000 in grant funding from DRCOG and $41,545 in Englewood local match funds. ATTACHMENTS: Contract Approval Summary Professional Services Agreement - Dig Studio Dig Studio Response to RFP dated September 30, 2019 Request for Proposal dated August 7, 2019 Page 21 of 316 Contract Approval Summary March 2019 Update 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: Dan Poremba Phone: 303.762.2366 Title: Chief Redevelopment Officer Email: dporemba@englewoodco.gov Vendor Contact Information Vendor Name: Dig Studio Vendor Contact: Bill Vitek Vendor Address: 1521 15th Street Vendor Phone: 720.328.1986 ext. 102 City: Denver Vendor Email: bill@digstudio.com State: CO Zip Code: 80203 Contract Type Contract Type:Professional 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: 12/9/2019 End Date: 8/31/2020 Total Years of Term:1 Total Amount of Contract for term (or estimated amount if based on item pricing): $ 241,575 If Amended: Original Amount $ Amendment Amount $ Total as Amended: $ Renewal options available: 0 Payment terms (please describe terms or attach schedule if based on deliverables): Attachments: ☐Copy of original Contract if this is an Amendment ☐Copies of related Contracts/Conveyances/Documents The project consists of a project communications plan and three project goal areas: 1. CityCenter Area Redevelopment Site Planning and Pre-Development 2. Englewood Downtown Development Authority Evaluation and Formation 3. Englewood Industrial Light Rail Corridor Station Area Master Plan Refinement Study Page 22 of 316 Contract Approval Summary March 2019 Update Page | 2 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 (Check Box): ☐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 ☐Optimal Source: Provide Detailed Explanation: ☐ Sole Source (Use as much space as necessary for detailed explanation): ☐ Qualification Based Selection / Best Value* (Continue on Next Page): *Note: Qualifications Based Selection / Best Value Justification detailed explanation may include the following information, but is not limited to: 1.) Product and provider reliability 2.) Product and project understanding 3.) Product availability / Low risk solution 4.) Ability to connect to with current City of Englewood IT systems 5.) Familiarization with the City of Englewood 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 2019 200,000.00$ ‐$ 200,000.00$ ‐$ O 2020 2 801 54201 Professional Services 405,000.00$ ‐$ 41,575.00$ 363,425.00$ ‐$ ‐$ ‐$ ‐$ Total by Fund ‐ Current Year 605,000.00$ ‐$ 241,575.00$ 363,425.00$ C ‐$ ‐$ ‐$ ‐$ O ‐$ ‐$ ‐$ ‐$ Total by Fund ‐ Year Two ‐$ ‐$ ‐$ ‐$ Grand Total 605,000.00$ ‐$ 241,575.00$ 363,425.00$ 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 DRCOG Grant Page 23 of 316 Page 24 of 316 I ,-‘I ‘ “: .’\‘‘:‘~)l_‘‘ _’‘*1 ‘X \‘1IIx:"I‘I.I.'L. \"\! —~ :1‘._,-1:‘~ul_"J‘I ‘.“‘ !N ‘J « w' ..‘ _‘ . .\ :§$!.f‘ I‘.‘:\Lg"J~‘J.‘r,:.|‘up En H ‘T _ “‘~=.P'?ml“: ‘3 - *- "7 :Z‘\:‘_:5 “-". J _I r ,9. _.“'V‘T.‘_"?‘*i_il,“'4“‘ .“ _ .:.:_-. I L .‘.‘I I -. kg 3 ,:A ‘ .~ ~ ‘.~‘L 1' 5"‘-'~'}...:*_.~' ‘r.*.-L“. _ ‘. \l_\%.1J! _. I I I.W....-.. : . \ II x‘ I. I, ‘\wlJ‘-‘ "I‘-'III‘-“ >,v |':I” ‘V "?n‘\‘.“‘-“Nu.,. _.I x .- ~'. .L ,.H-*J F‘ A._:<o8mm man _um<3m:..c:_mmm o?mzsmm U_d<_QmQ.3 mm883m3 2 <<o_.x.0.2m:m__P3.:8 maocammmqmma85 mm883m:.. 2<<o«x $23.:5...?B8 am<m8__o<<_:mEm moomu?maom30.?2 :8 So}om__ma8..3 m m883m3 o?<<o}3 0.2.>oomu8:om Eoomqcqmmm:m__cm3.58 3 :8 m883m3 Q. <<o._A.:0.2 a_moc8mm__2 m:<uoao:3 m: _:<o.om8.o:m6mm.Sm:03.m:.....__um<=8 §%_2_§_uoao:o_":6 _:<o_om 3 =6 95 .88manm:m__Hogan :8 8__o<<_:o:o..=._om._o: 2::«mmumo.8 =5 %_2_.8 uoao:2 8m _:<o_om.0.2 mg::3?Oo:m:=m3 mmmoo:mm uomm_c_m2=8 mumosom3o:_.:%E§_man m:m__c3<am qmmmosmzmQ08:mm8 =8 cmmra. 81.8a.mu:8.._.:mumammmam::8:R832 8..mmo_<mEm emu?maU030:9.man:_:<o_om mmwoo:mmuomm_u_m.cuo:$mo_:.._o:2 =6 Emucnmquoao?0.2 m:m__um<8 Oo:m:_82 Sm$mo_<ma m3o::... m.._.mxmm.92 _m :2 mcamon8 ?mxmaoz.zo 8am_.m_ca 239.Bxmm 33$. _:x_.__.<.:m:muo:m:o:_mm_mm.m8.Vw:m__um _:o__._qma3 nco8a 30$.Q2 2.5..:0.co oc__um8a8 um<ow3.3.2.2..Oosmczma 8a m:< Exmmm=:cc8c_m 8 3m 38 2 m:<mm2.omm 5:8:mam_3uommqo:2 Smmmcama3 :9 o« maomm_:oo3m.omE8_.:3 E013.?_.m:o:_mm. u_._<__mom.m:<o8m_.?mxmm.o_.mmmmmmamam.sow m:<oq=8 8qmmo_:o_=._commao:ow_um<mc_mc< Ooamczma.cuo:<s._:m::o§._om=o:3.03. magmccmmncma<m_.=._om.8:c<Oozmczmsn. Oo:m:_83 m:m__iaucam o_.23:.mm muu__omc_m.O3.5 m._3m_<=_m::m_._8a m:<man m__?mxomm:o:mo:m_<umac<03>Q?m:m__ _u..o<EmOosmczmz.53...mag Oo:m:_8:"m:m__ moomu.3 moon8.8._.mmm_m.E80.um<.ow2:9mxmauaosom_..=,_om8m.mmmuu__omc_¢. 90.:2 uonxonmxuosmom.Oo:m_.__82 m:m__cm_.m.3cEmma o:_<81 mxumsmmm<<_.:O_..mam mxu$mm_<Eo<ama8...3 m m883m_:2 <<O_._A o_.<<:_o_._:m<mcom:muu_.o<ma5 mq<m:oo _: <<_._=:m3 Q2.u8<ama Oo:mc_8:.zmm 8_.:_m:mq mco:aoo:3m:8.._o:8..m:=8_._~mq mxvmammmmmO5 33 6mwo:mu_< $0:2:8 3:88 388 3.03 23m 8 238u:8cm28 88 >n$m3m2.mmo:m883m2 2<<2xm:m__mums?Sm mooum2 So}.mumo=._om=o:m.388 2 oo3_um=mm:o:manum<3o2mo:ma:_m.mm23m8a 8:9:2 23¢ 89:888 oo3u_m8 mmo:m883m2 2 <<O_._A. _:o_:a_:o:8 mm:3m8a m8:>._:8:am8m.mag 2:2$_m<m_.:_2o::28:manm:m___:oo6o_.m8 m__838 man oozaaozmoo:8_:ma 3 88 >m_.mm3m2 w._um_+o..:.m:om2 mo_2_omm. .3 _...m_+o..:.n:om.0o:mc_82 m:m__ canon:=8 mm2_omm :mommmm_.<8 oo3u_m8 m__ u6_.mo8ocszmq 8 m m883m:.2 <<2x 5 m ._3m_<manu38mm8:m_Smzzma oo:m88:..5:: =8mumo=._om:o:m..2 m:<.mm”8::_:=8 m883m2 2 <<o:nman8 moooamzom2:: _:acm=.<mnmaamam.Oo:m:_82 moqmmm8 mxm_.o8mEm _.._o:mm..amnqmm2u_.o8mm8:m_83. man8c=__Nm.8 mxumammmag2mm.._<m 88:8 .3 oo3u_2_:m =8 u8_.mo8 ocsama5 mm883m2 2<<o_.x. AS _um_m<m.Oo:m:_82 moqmmm8 32.?0.22032?2 m3.820...ooocnmaom.ow m<m283:6 8 .8 282.0:82 3m<282 0o:mc_8_.:.m mc._=<8 :82 =8 8n:__.m3m_..82 =8>c$m3m:r o_.82 8 _=6_<8 ooomm_o:m:< 3m8_..m_am_m<8 oo3u_28:2 =8 _u8_.mn8 oo:83u_m8a 3 88 >o_.mm3m2 o_.m:< m883m:..2 <<o:n8%:32.8 m:m__umn_<m: .3=8m<m2 2 m:<8mmon _.mmmm6:3m22 _$< o3u_o<mom.832 2 m=.=8.2 _.:m_.o~mn:83m2 8:59._._3m 8 mxu«mmm_<Smam 2 8m mmwmsom 5::qmwumo.8 mmo:mag m<o..<83,.mag u_.o<8_o:2 88 >m$m3m_.:. A3 U8n_.¢um:n_mm.:m:<=::o :mommmm_.<8«8m o_mm=::am_.m8:a_:u 2 =8 mm2_ommzmmcam:o3=8a 3.03 :8 >m_.mm3m2 mumo=._om.._o:mo_.=muummnm82 <m_.8cm ._..m.::2_o:m mam 8 oo2__2.Oo:m_.__82 m:m__ mmocqm<<_.=8:Smqcozonm 3.03 0.28 u_.o_.mo.n 9808..8298 u_.oommq_:o5::=8 uoaozsmzom 2=8mm_.<_omw28o8a 3.man:o38m8:m 2 q8o$um:o.mm. Boom=u_o<<oon_um:2<m<.m:n_msBon.0o_o_.mao mo._3.8.3 Svmuoo <<<s2.m:n_m<<ooano.mo< _.m>:Sim Page 25 of 316 N>:n:m.Oo:m_..=m2m:m__uao<Emmco: ma:u_o<mmmm:aEn_mum:am2mcazoamm:a Emum2oammm0.2a:m<amm.m:m.m<<.E ammmo:mc_mmoommm3m__mzmm..a2:<<:_o: mma<_ommmamvma3aa:ma3aEmccauommm2 nma3aa:EomcazmoaEmum2_o:m2Oo:m...=m2.m ouma2_o:mm:ao2:u_.m:om<<.EE_m>camma:m2. oo:mc=m2m:m__uaosammco:m:a_3amm:a Emumo3awm:<ammmo:mc_mmmm_2m:omE2Em< 3m<amnsam.mco:mcqzmm:m__omoo:mc2maE mco:m<<m<moE2Emmma<.ommoamma<_omm3 m:<oEmao:m3a:ma2Oo:m:=m:_mam:2 E._um2mama<mamm_<. P._.m..a:2:.._.maa:Em:o:.:533:2 E3>namma:m2m:m__o2:3m:omo:Emam?m sEm:coEcmaamm:m<mm6:maEm>mamma:m2.m:am_..m__oo2E:m3ao:m<mma.::_mmmE_m >oamma:m2.m.ma::Em..mammvaosamaEE3 mm2.o:m.>2Emm:a2EmEEm_o:m<mmauma_oa..2Emumazmmamm.am3932.E.m >mamma:m2cm<o:aEmo:m<mmauma_oa.<<a_:m: :2_omm:m__umm.<m:3Em0.?:o_m..maEm: E_a.<88am<m2.23Emm:a2Emo:m<mmauma.oau<EmOo2amo3a._..EmO3.mmammm3 Emamncmm?3aam:m<<m__Emcmazmmm:m__Em: m2maE3m:ma:m:2:m2mx..m:aEmE_m >mamma:m2Eo_:qEmm:m3m:am:m.m2ma:m22 <<oax.2:mmmmmma<.._.:mumazmmc:ama2m:am:a mox:o<<_maomE2m:<am:m<<m_2E3 >mamma:m2_mm:c..m23Emmu_2o<m_2Em _m:m_m<<ooaO=<Oo::o._.._.:mumamwm_mo ::ama2m:am:qmo_So..<_mmnmE2Emm§m:m3: 2E3oo2am2.85....EmE=.m_o:m<mma ..2.2._moo2Emm2cuo:Em0.2mu2oua.m2_:c mamncm?m3:am3ammo:mmmm_<mma. .3no:<m:.m:om.0.2:..m<_<<.Eo2 omcmmm:m<<_Eo2um:m=<_2maa:Em3Em uao<_m_o:2m.ma<_omm::amam:<oam__ m2m2ma:m2m2<<oaxcuo:E_:<83mm<m2.2 Ea?m::2_om.coo:mcoz2maa:Em:o:_OE.wEm__. cvo:amom.22m:E<o.om..a2:oo:m...=m2__um< Oo:mc_.m23amma<.ommm2:m__<am:amama2.2 3Emmmm2_<mam?m2man:3aa:Em.._o:. Ozmammm.2...cmommmao:2.3mmxum:ama3am__ Eo2:u_2m326mm:22.EEmmuu_.omc_m m.m2ma:m22<<o..x.m:am__ooa::_2ma?mmxm5.: cmo:manmamm..a.8§.E Em muu_.omc_m m22ma:m22<<2x. A3zoO:.2m:&:u m.m»ma:m:.m 2 <<aax.m_Emaum.4<::m<.maa:E2m E3 >mamm::m2c<2o<EEmEm oEma umaé <<.E 2 _mm2E_a.<$3am<m2.2 <<a_:m::23m 2 2maa:Em2_o:2Emammam :o o22m:aEm m22ma:m2m2<<2x. E_sm.ma_m_wammn?:m_Ema um..€ a:m3.._m__<am..m...=mEEm uma3aa:m:om2m:< 33.2mm2m..m:.m22<<oaxoa E_m >namma:m2 <<_Eammum23mmumoaom2m2ma:m22 <<2x AoEmaEm:u<:o:um<a:m:cm:a aomm:2 m:c2m2_m__<ocammco:am_.mc=<<.EE E...€83am<mmamaamom_<Ecsinm::2_om 2 man: a2mc_2.Em:Em:o:-a2mc=Emum:<a:m< 3aa:Em.mE_m>mamma:m:.oa m:<oa m__ o2m.m:a_:mm2m2ma:m2m2 <<2x c<uao<_aEm 3::8am<m2.2Ea?m::2.om 2 2maa:Em.3: 3Emam_.m:=Emum:<. E.mm:xa:u3<oa _:mo_<m:o<.m_Ema umaa.a:m<3aa:Em3E.m >mamma:m2m..+m2.<m cuo:sinm::2_om22.8 .3 E323:3 2ma3Em..mEEmm<m2Em oEma :22.A:Emxmm mom:mam_mmm_o:a:m22m__oa m:U2m2.m__<m__2 =mmmmmnm3..Em:m:mE 2 =moamq_3am.ABmuu__mm3a.oo:mm2m3.oa monammommEEm muuo_2a:m22mamom.<ma.2a:2mm.ocm3a.m:.oa _E:Em3a3a.3c...mEmmmoa m__oa m:u2m2.m__< m__2.3mmmma.A8.,.__mm.o..oo:mm2m 3 oamonsmmommE.mu2=_o:mmmxEmam__2 2amoacmanmao:...:amam:<cm:xac2o<oa Emo_<m:o<_ms.m.oaA3...__mwmumE_o:mmmxEm am_.m2oaamoamm:_~2.o:::amam:<cm:xac2o<oa Emo_<m:o<_m<<m_m_..._mammmE2Em.oEma um:<m:a.m:2m.ma:.mmma<<.EE m.x..<83 am<mmama .25mm.«__ma. Am.a>mo.».._.:m umazmw::ama2m:a m:amox:o<<_mqmmE2mmo:um:<.mm:E.m23 >..._o_mX.wNo2EmOo_oamao Oo:2_3:o: A..._.>wO_»..V.._.:mumazmmno:2 E33 3 <3_m3 Em.ma..:mm:mamn:.am:..m2m2a>mo.»amamma:m2..2 _m::qmam3oa m:qmmammaE2E3>mamma:m2qomm:2 oamm..m ma::=_-w_mom_<mmaa.am2 oa Ea_am2 am2 2 Socm:u_m<<ooa_uma_2<m<.m:u_m<aooa.oo_oamn_o8..o-~2m 38.ammmmoo <<<<<<.m:m_m<<ooaoo.mo< _.m>5&5 Page 26 of 316 3.628:<<_E_:Em..:mm:_:m2dymomm:a. :2<<_Em8:a_:om:<E_:m_:E_m>c..m2:m28 Emoo2_.m_.<.m__um<3m2o:__m2_o:m20.22m mx2mmm_<amum:am2m:noo:a=8:macuo:Em no2_::_:mm<m__m:__=<223%:m<o:aEm8:: 203%o::.m2:mom_:28:m:&:mcoo:Em :mx2mcoommaimUmo2::23._u_:m:o_m_ o:__c28:m2O5_um<m:_m222Em9:82 :mom_<m22mno2_:mm2cuo:..c:%22E2 uc?omm:m_:cmc2on:2ma.::ac2mq.m:a oEm2<.mmBmqmm<m._m:_m_:moo2am:om<<_E EmE_mm.2mcc_28:m.m:q2mmo_28:m20.? m:._mu_u=om:_m.92.Cum:Em..m__Em8 mu2ou:2mmco:8:3.E_w>m2mm::m2m:m__cm am2:ma8::.:2ma. 3mmncn:2u3:m:<.coo: 8::_:2_o:2E_m>2m2:m2.:2:umamm mm_.mm822:8Em2:2m__2ovm_.€ e:o_:a.:om:<oo:...am2_m__:8::2_o:_mm %.._=m.__:mm28::32Em2:2:22E2= 33.:m<m_:=mnommmmao:282.6.. o.9%Ou=m2_o:m.0.?<<___2o<Em E:m_<moommm805u2mo::m_.w<2m::m2a _:8::2_o:_.mn:__.ma220o:mc=m:.8um_.8_.3 .8o_u__n28:w:2m::a2.O5.m:m__2o<Em8 Oo:mc_82_mm:._c_o<mmmum_.8::_:m.3 o:__o2_o:m:2m::a22O=<_mu_.m::_wmm. <<_Eo2o:2mm_m~mmmo:m:_mE2:m:<=o:..:m2 Eo2:u=m:om<<_Em__muu__om:_m_m<<mm:a qmo..__2_o:m__:o_ca_:c2:ommcmom...E.:=Em_ ..m_mu:o:mm2<.om.m:aqm2oac28:.o2:u22_ ..mom_3__m.mm222_m_m:aoE2:mommm2< mn..___u:..m2.m:Eo=mm.m:qm2<_omm.<<.Eqmmum2 8m__E3:22:2a<<2mo_.m22<2mou22mq :<2o::m:m__"205:0.?m:m__.2:omxum:mm 8Oo:m:_82_o2m_:m__oo:mm2m._.om:mmmm:a mc:_.om:mmm:mommm2<8..Oo:m:=m28 “.282:::am_.Emm22m3m2m2<<O_._Am:am:m__ um<m:<?mmmo_.oE2comammmoo.2mas:E o2m_:_:cmco:oo:mm2m___om:mmmm:a m::__om:mmm. .3.man.Oo:mc_82_mm:.:amum:qm2 oo:mc_82m:a:m_E2Oo:m:_82:2 Oo:mc_82.m222a.o_.m:m__3ammama8cm 2:u_o<m::<03>03._m:2m:<oo::.m2_:o <<_EOo:m:_828..Emm2<_ommamm2_:mq_:m m222:m22<<2xm::Oo:m:_82 «mm2<mm Em 26:28a22::_:mEm 3mEoa.3m::2 m:a 3mm:m35:8:Emm2<_omm 5.:cmu28::ma.._.:mm2<_ommm:m__umu28::ma :<Oo:mc=m2 2Oo:mc_82.m222.m:a O3.m:m__:2 cm amnczma8:=m.m:u2<_mmo_.um<m:<mmm_2m2w 8:m_uOo:m:_82c282:Em m2<_omm :::2 Era.>2m2:m2.mxom28 Em 982 E2 Oo:mc_82_mE2:3:2cmc28::ma o:2 SE O=<_mo2:u22m2O=<.mmx_2_:n m22<m_.m.m__ 322_m_mcmma_:2o<a_:n Em m2<_omm m:m__cm 2o<Emq:<Oo:m:_82. 2.no:..Em::m__:8::m:o:. .3O:=u2_o:m.mmo::2?:m_.m8 3m<2mom_<m.42:EmoE2 um:<_:8=:2_o: 2:8:«m_2mm8Em2:2 c2€.m ::m_:mmm. 2mmm2o:.am<m_o2:m2_qmnm mm22m 2 ::m_:mmmm_4m:mA__0o2._am2_m__:8_.328:..v. m.::_.m28Em2o<_m8:m m:a mxom28:mm2 8::.:Em02228Ocm:mmooam>2.omm mm28:~.E~-m22mm?mmo::2?m:m__ 2082m__Oo:...am:.._m__:8::28:2 Em oE2 :2?SEEmm2:mammamm286mm2 cwmm8 m<oE::m:Eo:Nmacam.a_mo_om:_.m.uc_u__o2_o: 2a_mmm3_:.2.o:2 .8 92:oo::am2_m_ _:8::28:2mm_3__2:2:_.m.:2 _::o m<m2 _mwmEm:m_.mmmo:m:_m:mm_.mm2o2m.<<_Eo2 _=:.::mEmnm:2m_=<2 Em ..2moo_:m.mmo: :22:2m8mnammm:28 a_wo_omm2 :23:m:< oE2u2mo:2m:2<mnommm8Em oE2 um:<.m Oo::am2_m__:8::28:mxom2mco:a_mo_omc..m 2moommmm:m__cmu23_:ma 8 m:2:u_o<mm. mmm2..m2mmm22_<m2__a%m=%a oo:m.._=m2 2man::2?_.mnc_::cmoommm8 Em m2:m _: 2:28c282::_m2 :2 2:u_o<_.:m2 2 m2<8mm.mmo:U22m:m___:mc_.mE2 Em: m_.:u_o<mmm.mom2m._.mu_.mwm22_<mm.m:a _:amum:am2oo:m:_82m 2m masmma2 Em oo2._am2_m_:2:_.m2 Em 0o:wam2_m_ _:8::28:m:a2m2mo_:ama :2:8:3 m:< m2_o:2o:E=ma::a2E_m mm28:._._._u2E2. mmo::2?moammm:28 2.2 2 _.m3o<m m:< am2=._o2_o:.oou<:m:22 oE2 c_.o_u:m8_.<:o:.m:2_om<<:_o:_:a.o2mm Em o<<:m_.m:.u2 m:<um:2man:Oo2._nm::m__:8::28::um:<:2m8 m:m__::a28xm 8 _:._3ma.2m_<:2=<EmoE2 :2?E <<_.=_:c2m__ Boom:u_m<<oon_um:2<m<.m:u_m<<o2_.oo_2maomo:3.~2m 8083~-~8o <<<<s>m:m_m<<ooano.mo< _.w>e3.3 Page 27 of 316 o_..o2sm.msommmE..ocsoEoms<oommmmaos. :mm2xso<<_moom2Oos.._oms._m__s.2Em..osm. ms<_oom..oso_.3ms<umqmos2ms._.<oEm_. EmsEommmcE2_Nmo3.EE>n.mm.sms.. zo.<<_Em.msoEmEm.2mmoEm.soEEcEE_m >m.mms..ms.w:m__.mm.so.m_Em.om_..<<<_E _.mmomo..oE.o_.3m._os2om.m_oms._om_2m=s__m. .oEm.oos.mEmoEEmOos.._oms._m__s.2Em._os 2Em2:2“.25.assE_o:.3Em.om:< sm:..c__<oommmmmmoom.2m_..mom_<momoo: E.23m._os.83EmoEm.mmmsomsomoE. <<_._..msooo2sms.m._os“.3m:ummocms._< omoo3mmocc=o_<m<m__mo_mE_.o:oEso.mc_.2 Em.om_..<“.8_mmcowmo:ms._<.2s_m:mo .6:..c__<.oEm.o2.<E.m.:_a_om_..<<<_Eo:. _.mm._._o._osmos:mm2o_mo_om2mno_..3.m .moc=mo.oumo_mo_ommo3.92.2o<_omoEm. Emo_mo_omEoom_..<<<___mx2o_mm.mmmosmo_m 2.26.oso._.<EmoEm_.om_..<22.o o_mo_om2m. .3Xso<<._._o<<.m2Emm<oEmsom2 8:...sm_Em.o_.<s2oosm:_.ms.m_._m__om 2m<ms.mo.2:Emasmcwm2xso<<-_..o<<mso 2Eo_u_mm_mm.smo2mxomsmsomumEmo2m sos-2o2_m.m_.<msosos-oos.Ems..m_sm.2m. .3_..~m.sma_mm.mmo:2Emumamm :m_.m.omn_.mmEm._..Em:2aom_.m.m3o_o<mmm2 ms<osmoo.mEEmmoommm.oEmOos.._oms._m_ _s.23m._os2EmoE2om..<9..E_.ocu_..o_. csomaEm3_2mmo:mmms<2o<_m.os2E_m mmo..os3.Emsos-2mmo:Emom_..<m:m__cm ms._._mo.omsmooo:s.Emmso.mom<Ems.2m__ 2o.._.m.o2sumsmm._os_ooEE_mm_osm. .msEsm_.m._osmmsoomsma.msE_o:Em2mmo:Emom...<._.mo..._o2m2m3u_o<mmmo_.mo._<2 Eo_.mo._<.mm__Nm2Em<.mm__Nmmmm_.mm:_.22 o_.o<<Emo:.2.o_.Eoossmo._os<<_Ems<moo: 2mmoE._smoo_._os.o_msaso.E__..s_.m..os2 Em.2mnoEo.EEmm<ms.2ms<2mmo:2E5 mmo._os3.EmumammmcammEm.Emsos- 2mmo_..Emcm:<<<___m:..m_.__..mum.mo_m:m_..smso Em.Em.o.m_maocs.2..sosm.m2omssmcmm.2 ms<moo:E_.:_.<.oEmsos-2mmo:Eoum..< mswEo.83m<_o_m._os2E3mmo._os.2<<oc_o om=.soommE_m.oom_o:_m.mmso<<oc_oEm.m.2m ommsEmomo:m.m«m3mo<m._ms>>oo2oEo_<_ Emom_.._mmmmammEm.Emsos-2mmo:Eoum_..< m:m__cmms..._mo.o.m3oo_.m_.<msoomssmsms. E_._._so._<m.m__m.momEm.Em 2mmo:Euom:<._.m o..._om_.mo_.m.so_o<mmmmsomoo:oEm._._c:.mmso .m3mo_mm.oSEE:Emsos-2mmo_..Emum_..<3m<umms._._mo.om..92.E mn:..<2 :som_.E_m >o.mm.sms..2ms<<_o_m._os2 Ea mmo._os._._. ._.:m2o<_m_osm2E_mmmo._os3 m:m__m2<_<m Emmxo_.m._os2.m:sEm._os 2 E_m >o.mm3ms..o_.ms<ammmos. 3._u_.o_.mo._smsmum_.m.mmo:om_..<m:m__ omm_msm.mosm2_.mm3_o_o<mmm.o om_.m_u_.o_.mo. _<_msmo2csom.mmo:m.m.m3ms.2 <<2x_2.6 25:mo..2Em._om:<os m__Em..2m csomq Em m.m.mEms.2<<2x.mmo:om_..<m:m__so._.:Eo.._.<.0osmc_.ms..m2mmms.mmso<<m:ms.mEm.“.3Oosmc_.ms.EmmEm .c__ o2uo_.m.m.63..vo<<m_.msomcE2_.<.o ms.m1s.o Era.>u.mm3ms.mso.ov2.23 Em mo.m$258 2_.:m_.m:som_.“.8Em mxmoc._os 2 Ea >m.mm..sms._u<Oosm:_.ms..msoEm o2.2Emsom E.oosmc_.ms.2_.moo_6m._osm mso o:._mm :2m:som_._noso.mso2.:so.<_o_m.mms<moammssms..osE_o_..0osm_.__.ms._mm om_..<2 3 sE_o:.._moEms2.mm oocso csomnms<moo__omo_m_m<<.:__m2 .mmc_m._os“.8 sEms mxmo:.momsoom__<2mo 3.Oosmc_.ms..Ea >o.mm3ms.<<___oosm._.:.m Em _mmm_.<m__omso _oEoEmoo_6m._os2moo:om_..<.ms.o_.ommo_m mmmEm.moo:om_..<Emoooamsom5...._.m.m..3m“mso.£Oosm:_.ms.moxsoimommmEm.O_.< Emxmwso_.m2mmms.m._osm.<<m=ms._mm2 mm.mms._ms.m.m_m.mo.oEm m:o_.mo._.sm..2 :m.mo. Em.m_.mso.mxu_.mmm_<o_.o<Emo .2 E E5 >m.mmEms. .3m.msnm_.n_0.omnm.Oosm..__.ms. .m2mmms.mEm...mms._n_o<mmmmsooosmc_.ms.m m:m___..m<mm:..._o_ms.mx___.xsoémomm.mso ..mEEo8v2.23mm_.<.ommmso Em.Em Boomsm_m<<ooo_um...2<m<.msu_m<<ooo.0o_2moo8.8-~2m .88awoooo s2<<<.m:m_m<<ooano.no< _.m>3.3 Page 28 of 316 mm_.<_ommm:m__umum..E_.3mqEmu3qmmm_o:m_ m:a<<o:S..m:__xm3m::m_.. A3_...mnmo::m_.c:_mmmmmumn?o :E::mq2m3u_o<mmmHmm:8::EEm m~m8_:m:~9.<<o_._».Oo:mc=m:H<<m:m:$=E... n3<Emmc2._o:m:..m::_u_o<mmm8oo::u_m..mEm mm..<_ommoamnmq<<_EEEmmnu__om:_mE:m _+m3mmmmnm_u__m:maucacma8EE>m..mm:..m:~ onmmmm.8::EEmm883m:.o?<<o:nU:::m Emoo:_.mm2um1o_.3m:om2mm_.<_omm.0.2 3m<.8.m:<ca3.mmmo:._.mn:mm~_.mc_mom3m:H 2m:m_.:v_o<mmoamuaouommam_.:u_o<mm._: mco:m<m:.._Oo:w:=m::m:m__.<sEEm<mA3 <<o_.xEm:m<m2qmomE..o?mco:qmncmmn:03 05..u8<Emmmc:mESmm3u_o<mm9.m::._o.m:" mx___._3o<<_maom.m:a=mEEm8um_.8=:Em muc__om:_mmm_.<_omm.Oo:m:=m:nm:m__?mnsam m3u_o<mmmu3<EEmmm2_ommm:m92_oom=o: 8oo3u_<<<_Emuu__om:_m0.2mmoS=<m:a mmqméqmnc_m:o:mm:auo__o_mm. E.ooaimsmmzosm:amm:m:nm. Oo:mc=m:?m:m__u8<Em8.m:num<Em oo:.6m:mm=o:2m3c_o<mmmm:am:m___um<m__ nmxmm.oo:E:::o:m.m:a:m:m...:mAmco:mm.:5 :o..__3_§_8.Eoqxma.oo3um:mm:o::m:m.,._..mV <<:_o:m:m3u_o<m1m_.mnc:ma8um<_.m_m..Em8 Emm3c_o<3m:.Q.m3u_o<mmm.0.2m:m__:9cm __mu_m8Oo:m:=m:~o.8m:<m3u_o<mm8a Oo:m:=m:..mam__c_.m8um_+o_.3=m oo3um:mm:o:.:m:mE.owBxo:_6m:o:m. oo:m:=m:~m:m__Eam::::<.%a.am:a:o_a 0.2:m::_mmm:63m:qmmmEm~m__mco:nmxmm. oo:E:_.ao:mm:a:m:mEmm:a<<___oo3v_<5:: m__mmmoo_m8amo<m_.:_:m:.m_.mn:_m:o:m_ Eo_caEmEm:_Eo3m__:mmmwmmQ_.muo:mm:a qmE_.:m. 3._:nm3:_:om:o:. .3oo:m:=m:~_:nm:=._mnm=o:. Oo:m:=m:.m:m__Eam3::<.am..m:am:a:o_a :m_.3_mmwO5:.3a=mo8_.m.o3om_.m.m_.:u_o<mmm. m:amom:..mm:aEm:m:m.mxmo:8_.m. mcoommmoqm.m:aum_.3_=mammm6:m9.m:<9.Em 8_.mooEmEm..O=<_:qm3:=mmm..v8.:m:a mmmEmnm___ommmm.n_m_3m.oc=um~_o:m.amamaam. mmwmmwamim.::mmm:aum:m=_mm?<:mEmqo_<__ oqo_.=:Emc.__m:=:_mw.mxum:mmmm:a coma AEo_:aEo..mmmo:m:_m..mmmm:a&m:Emm3m:..m 9._mom_oo::mm_m:amooocamimv.:o:__<m:a oEmaum«mo:m_E_.c:mm.amammm88:mE_m c3um_.€.m:QoEmnam::mmmm_2 m:<:3 ow :mEqm.2:28oqEocamq :<m Q? _:am3:=mma:mo=<o_._:a_amo=<m:mEo#9.:ca nm_m8a8_A3m:<:mm__mm:_..o1:8::o:m_mo"2 o:.._mw_o::<Oo:mc=m::2 =mqmuqmmm3m~_<mmE Emum_.8_.3m:om3oo:mc=m:._m o:=mm:o:m::amqEa>m~mm3m:row Ev m:<3m8_._m_ :_.mmo:EmqmEmmm:~m.._o:_<<m:.m:€.oo<m:m:.. 2o:_6m:o:o_“Oo:m:=m:~oo:8Ema E E_m >m.mm3m:r AS_:.._._:mm:.m:..Oo:mc=m:n <<=_ Eam3:3..33.5.m:a:2:0.2 :m::_mmm:2: m___:am3:_w_m:_mrommmmm:mEo#0::m:<5.3 um:<o_m=:mEm:m:<<<o:A _ua9§ow 3mEoao_oo<mcuu__ma:<Oo:mc=m:»EE:mmm on3_mmcu3u:m8mm:<_:8__moEm__u3um:< :.m:$o_nm:<E_aumn?_u3<Ema.:o<<m<mnEm: Em8_.muoEuEam:::=._om:o:oa_6mn_o:m:m__ :9muu_<8m:<m__momaEE:mm:,.m:~on ::_wmE¥ou:m:o:cmmmao:“3 :mm2 Em <<oqx _u_.oqco..Eoo3:Em:o:<<_E uaoacowow mm2_omm:9Eo<a3:<Oo:m_._:m:~8 Em mx8:..Em.mam:E¢Emm3m:.o_. :.._mmuu_.ov:m=o:Sosa:m<mcmm:m<oEma : mco:oEm..uqoacm?mo_.mm2_omm :ma:2 :mm: :39ABm:<3oa=._om._o:on m::m:om_.:m::8 Em<<o:A_u89.§38....:<05.ca m:<o:moEm~ Em:0o:m:=m:»o«.6m_._:-oo:w:=m:"m“o_.Am; cmmo?Em<<o:»_ua9§oEmq Em:mmum::_nmq ::am1:_w>m..mm3m:r E_:nm3:_mom:o:_u_.onmn:«mm. zozsE-m8:q_:om:<EEum_mmmo:.mEma E Ea >m=mm3m:n:oo:_.om:o:8 Eam3::.<2:8:5 mm.8_.EEE5mmogo:.3 m:m__muu_<::_mmmEm um:<o_m_3EoEqm3:=._om:o::o..5mmEm oEm« um:<mmmoo:mmu_.mo:om:_m8m<oE m:<v_.m_.:m_nmEEmo_m=:.ma:oq u_.oommaEm2 m:< 3m:m_.mE«mmumo»oq<<:_o:Em Eam3:=<_.:m< muu_<m:aoq5:8:Em :o?<_:o um_..<:mm x:o<<_mqmmm:am_<mmEm oEm~um:a G3 Page 29 of 316 .838um:_o_um83m:<_mmm_u8omm&:um8 oo:..mm~m:q%..m_amo_m_38a_:am3:=._om:o: _:<o_<_:omE__dnm:<m:a8cmam_u_.mmm:8a3. .892:m:o3m<m.m__m.mco:um..€_mmom:m:a mxnm:mm“u_.o<Ema8::m_..:o<<m<mnEm”:o mm:_m3m:.onoo3u_.o3_mm2m:mwmmnmaE_a- um:<o_m_3oEmqEm:Emum<3m:<3o:m<3m<cm3mam<<_EoEEmu_._o~sinm:oo:mm:..9.Em um_..<o_m_3_:c.:qm3::._om.8:. A5_33_..:=<.0.2..8oaomqm.m:a.8 m3u_o<mmm.mam~m_<_:oo:.m:ano:2<<m.<mon 38:88<<m_<mc<m:<u_.o<_m8:2E8 >oqmm3m:..Em3o:m:m2=3=m=o:moqm:< oEm_._._mEm._33c::_mm.m:au88o:o:m u8<Emau<EmOo_o~maooo<m_.:3m:~m_ _33_._:=<>o._o._».m.§-8-§m?mmn;mm.403 .._3m8=3mm3m:ama_o_.oEm2<.mmm<m._mu_m8 Q2..8o3om_.m.ca8m3u_o<mmm. 3._:m_=.m:om. .3_»mn:__.m3m:nm.Oo:m:_8:~moqmmm 8xmmu38..83mm:ammmo?m:a3m_:..m_:mg Fa.mo_moom?m:amxum:mmEm8__o<<_:nco__o.mm 2_:m_=m:omac::oEm8.3caE_m>o_.mm3m:n 3._.:mOo:mc=m:Hw:m__oo3u_<<<.E Em<<o:Amqm.Oo3nm:mm»_o:>22Oo_o~mao m:qw:m___o8<Emoo3um:mm=o:_:mSm:om8 E082Em0.283m:ammm.:m:m:<m:am__ <<o_.xmqm.0o3um:mm.8:n_m_3mm:m_:m83 umq8q3m:nmQ.EmSo...»_._:amqE_moo:¢mo.. <<o:Amqm.Oo3_um:mm..8:_:m:_.m:om3cm.oo<ma ou__mm_8:m_3uommac<mun__omc_m_m<<m8..m:< m3u_o<mmm:mmomq_:Emum_.8~3m:om9.<<o_.x _._:amqE8oo::mo".mm<<m__mmEmm3u_o<m_.m. _..mE_=<<<_E_:Em3.33:3m.mE8Q__3:m. ABOo33m_.o.m_Qm:m_.m_EmE_=< _:wEm:omm:nmc8=ma__=<.:wEm:om e:o_:q_:moo:._.moEm___mE_:<_:mc_.m:omV c8<8_:ooo<mqmom8acome._:_.:2m:qu8um_..< qm3mmm<<_Emoo3E:mam_:u_m:3:o..:2_mmm Em:E63___8:ao__m_.mawooobosuma oooc_4m:omm:a8E.3___8:§.8o_83ao__mqm _:Emmnn_.mmm.m. A8t88mm_o:m__._mc__=<\m_._.o_.mm:a O3_mm8:m_:m_.=m:omoo<m::cmom...maoawm:a o3.mm_o:mm:m_:occ.20o:m:=m3_m oom?m:o:m 2mm2_ommEm:m3o:3 :3 _mmmEm:o:m 3____o:ao__maAm:.8983 umaooo::m:om. A3m3u_o<mm _u_m:o:mm€m:a 0o3u:8~mamca_:m_.=m:nmoo<m::u_ommmm m:m_:m9:2ca_:no::mo..8:<<_E m:<:mcac_m:noqa_m:o:mwH mowoo33_=ma 3 oo:mc=m3umGo::m_.mo::mm_o:m o_.<<_E oEm«m.3m:m3oc:.:9 _mmmEm:o:m 3___8: ao__mqmAm:.8983umqoooc:m:om. =3>uu_.o<mnoo3_um:_mm.>__mco: _:mEm:omm:m__cmEoocama<<_E wco:_:m:_.m:om oo3um:_mm9.moonm»m:q.:o_3.358 8 no ccmimmm3Emoo::=.<.m?m?moq 83.82 sEm:... Emmm_.<_ommmamcm_:mum_.8_.3ma. EOmninmnmm.oo:mc=m:.w:m__ u8<Em0.2SEomnsom?mm2 .:m_.=.m:om m<Em:o_:uoo3u__m:om <<.E Ea mmozo:3 A_:o_:a_:mm<Em:om9._.m:m<<m_2 .:mEm:omVm_u:ma3.m:Eo_._~mq«mEmmm3m._<mm 9.Em qmmumo._<momima8..mmo:<mmq Em:E8 >cqmm3m:.._m39.89.Om:=._om8m 2 _:mc_.m:om 2.:__m.EmQ22m:c_m<<ooammm:maa=_o:m_ Ew?ma.mmo:om:=._om8 2 _:mEm:om m:m__ u8<EmEm:Em_mm:_:moo3um:<m:m__:2 om:om_.nmacom.owoEm:2_mm 3m8:m__<o:m:om Em_:mSm:ommmoama5%..Em mao<muo_8_mm c:_mmmE.:<83am<m.:o:om 2 man: om:om__m»8:._.ma:o:o:ow 3m8:m_o:m:mm:mm umm:u_.o<8ma80.2. .3._~.u_..83<<o:._u§_.§. .3om:m_.m__<.mxomu?mmmumo=._om__< mmqmma8Emoo:=.m_.<3 m:<m:m83m:?oq <<o_.x.m___:8__mo.Em__u8cm:<_»_m:.m 3 m:a8 Em<<oqx_u8q:Quaoacomaow2o<a8 c< Oo:m:=m:?::am_.m:<w883m:?o?<<O_._Am:m__ _.m3m_:Emn_.oum:<2Oo:m:=m:~.<<_E ammumo? 8Em<<o_.x_ua9§.0o:m:=m3 c:oo:q=8:m__< m:a_:.m<oomu_<o_.m:.m8O5.q:::m Em 83 2 man:_:8__moEm_3083.Emzm.m :o:- mxo__._m_<m._:m<oomc_m.um8mEm_.<<o_.E<<8m_ 8__<umam:a3<m=<.¢mm _.om:mm.8 _.mu8a:om. Boom:u_m<<ooa_um_._2<m<.m:m_m<<ooa.oo_o..mao2:3.88 68.3m-Boo <<<s2.m:_m<<oon_oo.o< _.m>§__Z.a Page 30 of 316 o..mm..mam_..<m=<m<<o_.wm2.qaaaam.u:c_8_< cm_.8::msau:c__o_<a_mu_m<_o<m__Bmmsm:92 xaosso.._m8aam<m_oumq.mco:_:8__moEm_ u_.oum_.€36:8. .5—A:O<<-_._O<<.zo2<_Em8:aEo m:<E_:o8EmoozqméEmami.mmo:um_..<man .8qmmumo.._<mumqmo::m_manoo:m:=m:..mmEm__ cm.4mm8:mmmamm3u_o<.8manEm:om:m:m_ ww___m._3o<<-:o<<.manmxumamm.man8_._mm. a_mo_omm.manm_.:u_o<m:<mm:m~m__NmaEmmm.oozomua._So<<-:o<<.3mEon_m.8o::E:mm.2 mx___mnm?ma2_mm3maacasmEmmocqmm2m:< mmm_m:3m2_mo8.6mm=2Em<mon:=.mman mun?wan:_2o_.3m.8:<<_EoS&mo_omEm2m_._< Oo2._am::m__2o_.3m.._o:2EmoEm«um:<. 3.mm_m:o:m=_u2_um_.:mm.Oo:m:=m_.:_m mozzco:_<mmm:Eamcmsamaoo:m:=m:..mzq aomm:2czamnmxm.3E8>9mm3m:..m:< m...m.m3m_:2<<o:Ao_.oEm_.<<_mm.833.3m:< oz?mmos205.sEmEmq«mm:_m8Q2 oo:Emo.Em_.o_.8mmmcamm3.qmmuo:m_u__=<82 O=<_mccmimmm2oumamzozm.zm_Em_.um:< m:m__mo"2nmuqmmma:mm_...._.a2_<23 _3u__om..o:.mmm:mama2EmoEm:mxomcnmm mxEmmm_<m:Eo_._~maEmm..m~m3m:.2<<o«x. 3.no:_u_m.m>mamm:.m_.:.._.:_m>mqmm3m_: oo:.mEmEmm:.._.mmo«mm3m:.._:o_:a_:om__ mx:__o_a.m..883m:82<<2xmanoEma >nmo:3m:.mEm..:m<mumm:mxmoc?mqc<Emumamm.manm_.mmnmozma:mqm8msaBmammum:2E8>m~mm3m2. 3.>E.=nmu_mrmi.Oozmczmam:m__ oo3u_<<<_Em__muu=omc_m_m<<mEum1o_.3_:m mm_.<_omwUSm:m__cmEma:m_.3_mmm8..<_o_m.8: 2m3.oo<m3:._m:8_u8nEm3m_.:qmoc_m:o:8 5:8::3m<cmmcEm2as8E20:_.2m~m:om _m:2BmamEEmmuu__oma_mm.m..m3m:.2 <<o..x.._.:.m>m~mm3m3mEm__cmoozmcdmaE moooamsom<<_EEm_m<<m2Emmam2 Oo_o~mao.>:<mono:2cqoommaio58:9:8 _:86_.mH2m:8_.omEmu_.o<.m8:m2E8 >cqmm3m:.m:m__umU352U208Emm8..mo_. ..mam..m_ooc:mzcm?maE>:mum:omOoc2<. Oo_o_.mqomanmmo:um:<_..m«m8mozmmim8 _.::ma_o:o:mag<m::mum8.mmam:oocnm. Am.>:o3m<mmmm.E Em m<m2 Em? m_Em«nm:<8E8>m..mm3m2m:m__oo33m:om m:<mono:momEm?EmoEm.nm:<m_..mEm9:2 o_.Eoozamomoz<<_E aw >m_.mm3m_:.o_. mo:8m.._:mEm<m_E=<2Em >m«mm3m.:oa m:< u8<_m8:2E8>m_.mm3m:rEm u_.m<m__Eoum:<m:m__cmm:E_ma8~moo<m133 Em oEmq um_..< ~mmmo:mu_mm:o3m<_m2mmmmamqm_m8a oom?m. qmmmmanmxumzmmm_=2:2_cu_.mm3m:».:Em mooum2 m:<u_.o<_w_o:m2E8>oqmm=._m_:_m80 Eoma E m:<qmm_umo.sEm8om<m1oum3..=m2o_.om3m2 8.88__mm?mx8:rEm:mcozu_.o<_m_o:m:m__um m22oma8Em3mx_3c3 mx82 umaazma3 _m<<.manEmumamm:m_.m8 oosmmi 8 manmm_.mm Em"man:mooum3m<cm_.ca_o_m__<38.58 mmoo_d_:o_<25Em..EmsEo_m 2 mam:c_.o<.m_o_.. 2E8>m_.mm3m3gm::2 Em_.mu<8:.E:E2 Emmmoum2man:u8<.m8:m:m__cmo::m__ma o:_<8Emmx..m2amommmmé 8 oo2o_.3 8 .92. N9>na=_o:m_<<o:r >22 qmom_E2 m m883m22<<2x.Q2.5::oo:mc=m:..m oozmma.3m<qmncmm.Oo:mc=m:.8 Eam:m_$ maa=_o_._m_22:SEammumo?8 man:m883m:. 2<<2x._:mam:m<m2.0.?ma Oo:m:=m2 m:m__mxmoc?mmsm&m=&3 8 Em m883m3 2 <<o:Amumoxssomam:maa=_o:m_<<O_._AmamEmooaumzmmaoz8cmuma8Ooamczma22man: maa=_o:m_E0}. 3.m:U.no:m:=m:.m.ooamczma3m<:2 mccoo:._.mo.m:<2Emmm_.<_omm8 cmu_.o<Ema Emqmcaama<<_Eo:..Em9.8..<<_.§m:oo:mm:..2 03..EEmm<m2 2 m_..<um_.3Ema mccooswmozao.Emmmqmmama<<.E mam:E_a um_.2mEm__u3<EmEm».<<_E ammumo?8 Em mccooaammnma<<o_.x_mam:mccmosmczmam:m__ cmm:E.mo.8m__2Emou_6m=o:m2 Oozmczma mvmoamaEE8>o~mm3m_.:. B.zoammm.>:<zoznmu8<Emau:_.w:m2 8E8>m«mm3m:.m_..m__am3 siazm 8 Emumammm.Emmaaammmmmmm.8..E um_o<<man m:m__cmammamam_<m:3 =3 Emaq qm__<m_.<. cue:$00.3Em..m2_ABEamm A8 qm<m28.. 38m:u_m<<oon_um_.x<<m<_m:u_m<<ooa.Oo_o«maomo.3-N.4m 88.avmmoo <<<s2.m:m_m<<oon_oo.Page 31 of 316 -- [T -_,..___.l....n...nw..u.,..M.n.1“.w_m.u._.”..._.r._\_. null.,wu...,l.n11 amuomzEEmcaaamaam3m__m.uom?um EmumE_8:58Sm..._.m83qmom?.amncmm?ma oaA8o:mEvam<mamaamuomz<<_Em:m:o:m__<- amoomawmao<m_.:_c:..oorim:mcmozsau o<m_.:6Eu_._o_.=<am__<mJ..m_Emqum:<3m<ozmzmm_amaanmmm..o~uc?ommm3E_m >9mm3m3mnm:<=3mu<m_<Ec2&3:sozom 2mac:ozmaom8EmoEmqum..€:mqm8. NA.>mm_u::.m:..Ham>n~mm3m:.3m<:9 cmmmmazma3.ooamczma<<_Eo_.:EmE8.‘ <<_._=m:ooammaQ.03>mxom?8..Em u8:_c:_o:2msmmm6:3m:..oo:8_:maEEm uamomaimmmimaom.E_m>m«mm3m3m:m__cm Eaqiocum:man5:88Emcm:m...:2Em :m__.m_wcoommmoqmmanmmm?sm2Emumamm :m«m8. mm..=.__:_33.mm:mmn_m_._mm.._.:.m >n_.mm3m3_mmamnmaE8mo_m_<8aEmcmsma 9.Emumamw:mqm8manmg::9moimnm:< 3:8cum:m:<cmqmoaonm:.=<so.mum_..<8 E5>mqmm3m:... Na._._mm..=:mm.._._..mmmogosEmmaiumEE6 >u_.mm3m3mammo_m_<8..oo:<m:_m:omman£6: :2cmoosmamqmaEzm__:m8_.m8..o:.._.:m «mo=m_mmm"8::o:Em3%ummm2E_m >mqmm_.:m3mam_:oo..uoqm.maE8Em8%o_"E_m >n..mm3m3.._.:mmx_._u_a_.m..m:ma8E_.ocm:oS E_m>m_.mm3m.:manm3.m88_.:m32<<oqx cqmumqmaEoo:8_.3m:om<<_EE_m>oqmm3m3 mamEoo8o_.m~maE8E5>mqmm3m3. 3.<<m_<m...._.:m8__EmQ.m_Em«um_..<m? m:<Sam8..mn:=mum:.o_.3m:omc<EmoEm« um:<o?m:<o8<_m8:o?E_m>oqmm_.:m2m:m__ so.mmmo?Em:<<<m<Em3..~628~mn:=mman: um_.8::m:omm.m:<mccmmncmz?:30“:2m_..m__ Em<<m_<m«3m.Em~um...<oqmEmma:2m:< u_.o<_m_o:2E.m>o«mm3m3cm8.8:owEma8 amm<<m.<mq9.Emu_.o<.m_o:=mm:. um._uo_.nm_sm_.m:_.m._..um1o_.3m:omu< Oosmczmi2m:<mmnsomoqo_o__mmmo:Eamq E.w>mqmm:._m_.:_mu_.m<m:8a.«mm._._n8a.am_m<ma ow.33232::3_.mmmo:o_n_mcoqa_muSmm. mixmm.morn.o?Goa.zooqm.=m_..E_:n_mm<m«m <<mmEm:msozmnmm23m8_._m_m__.mmo:Em.5.3 o_.oo33::_mm¢o:m8__:_.mm.mm_.En_._mxmm.Em: ~m<o_S_o:.o_<__oo33o:o:.mom3 25.5 m:m3mmm.Eooxmam.macmaoonm:<_m<<.cam: u8o_m3m=o:.qmoc_m:o:.o_d.:m:om.8325 on qmnc__.m3m_.:_..m<_:m_mmm_mmmo.2 m:< mo<m33m_.:m_oa_.:a.o_m_m:Eo~=<ow _.mEmmm:8:<m2m3mam:mo<m=._3m:r owm:< oEm«mo.sEmEm_.m_3__m_.on q_mm_3__m_.8 Eomm qm?m?ma8EE_mo_m:mm.sE_o:mamum<o:aEm qmmmozmzm833.2 Oosmczmar Em: 0o:mc=m_.:mEm__ummxocmma2.03 mcoz um_.83_m:om8Emmx?ma 3 m:o_..Em<m::o:. qmminzoa.am_m<2_:..m1m~m:om.:Em umzoa3 man:am_m<mxommawE.:<88 am<m.0.2 3m<. <<.Eo:..__mc__=<.8:s_:m8 Em mmmonma m.m..m3m:.2<<o2Amvcum:<<_._:m:aozom8 oo_§__aa. 8.._..3m0*_um_.8_.:..m:nm.._._3m 5 mxuqmmm_<BmqmQ.Emmmmmsom<<_E ammumo?8 mmo:manm<m_.<8::manu8<.m.o:Q.E.m >oqmm3m3. 8._um..3=m.Oo:m:=m:..m_..m__m”.8 oi: mxumammmmoc..mm:<manm____om:mmm._um::=mow om:=._om8mE2_.:m<am_.mnc__.mq_u<m:<..mamqm_. m?m?mo_.88.m8E8.oa_:m:om ow«moc_m:o:8a Emum..8_.3m=om3Em mm_.<_mmmSam.Em >oqmm3m3.0o:mc_82m:m__m_mooo=.._u_<<<.E Emu8<.m.o:moqm__>_uu__omc_m_.m<<m E um1o:.:EoEmmm2_ommEamq Em >m.mm3m:n. Z.8oi:mxumzmmmanm?so now»8 0.2. Oozmczmam:m__Smxmm:<o_._m:cm.m=m_.m=o:ow 3o%._8._o=Em:3m<cm:mommmm..<8 mo3c_< <<_Em:<>uu__omc_m_.m<<mEm»Oozmczms.8__ma 8no3u_<5::m..Em23m2 um1o_.3m:omQ.Em mm2_omm. 3.:3.»_~m_mummm.mxomu?8n m:< m::oc_..om3m:.._=§am._mo_m_<8a _:.m_.:m_ n=mEcS_o:c<Oo:m:_8:.ow m:<a_mo_omEm ~mn:__.maa<_mum_.moooc:::o_ow _.mnc_m8_.< _.mn:__.m3m:8cm<o:aEm_.mmmo:mc_m833.o? Ooamczmzrm__3ma_m «m_mmmmm_u:c__o m::o_._:om3m:.m.o_.u:c__o a_mo_omEmm e:o_:aEm.US:3__3:ma 8.u_.o3on_o:m_o_. 3m._§_8_.:m.m_..m_vc<Oozmczma oq ma m3u_o<mmmo..momam_1m_mm:m8E_m >m«mm3m:n o_..3w_._E.mQSmnmno_.Em_caEu Em :m3m. 88m:o_m<<oon_um}<<m<.m:n_m<<ooa.0o_oSao8.8.83 69:avmmoo <<<<<<.m:n_m<< .m>¢3.3 Page 32 of 316 x.qr.lII—H(HI*_A?IHJ_|.,lII1H1I.ilhIlwU. .nh.rh...4-1__|..|1_.‘.. . u1..nF _x.xx 1 .‘.H‘ .,.A._ L.L ...‘._...._...4..v.v ‘ ‘ ..__....-. ..!_...:_..,.y.. 5..?a1...J.l.um!r.L. x .._ H..._._ III. I:1. .-L,1.‘.,...- M .‘_.‘[u-L,_...ifL_:I1.ann __ x 4.u . I.._.....__.... _-........--., ....‘ .r1‘.. “ m_.__ :.mamEm}.o_.m<3:o_20.2.m:m__:m oooaEm8q<<_Em:qmuEo<maE<<_E:m3.O5 98..8Emqm_mmmmEmqmowOosmczmim:m__:2 amuqmmmim_qmo=<oaEa_qmo=<Em..m:<mm_.<_omm u_.o<Emq:<Oo:m:=m280.2:mm:mm: muu3<mmonmsaoammm:<0.?caEo_:qmEm :m3m.=3»Em}.owm<_.::o_20.2o:m_.m.2 Oo:m_._=m:¢mo_._m8Em_.m<<_EoSO=<.mmxu_.mmm sinm:oo:mm:... mu.zo:mxn_:m_<m_sm:.m.man_u:_.n:mmm _~_m:»m.=_mmxu..mmm_<::mm_.m8oam:amm_.mma Em?Em>o«mm3m3aomm:2mama8 Oo:m:=m:~m:mxo__._m_<m~638u3<Em8Q? m:<onm__oqEmmm_.<_ommmzqm:m__:2uqm<m_: 0.?E33mon:E:a:63oEmnm:uu__m«m mm2_ommm.E_m«8Emmm2_omm.oo:m:=m3 moammmEm"mon:_m=_o:m:<0.2ucamcmz.8Em >m~mm3m:.m:m__:m_Em.qmmEo..Em«E320.2 8ommmmmon:E:m:2qmnsqm0.28oo:Ecm m:<_m<m_oqmco:monc_mEo:m.mmE:m8mon 8.momm.m..:Em:ma:<0.28OosmczmaE810 ow958Em8::2Em>u_.mm3m:.m:m__:2 oo:mE:8oo3EE._m:nm. mm.mE.<_<m_.._.:mu_.o<_m_o:m9.mmozozmm. 29.3.E.3.K..5.3.8.mm.mmm:a3 m:m__mc2_<mm:<mxgmmozoq8_.3Em:o:8.. m:<qmmmo:2Em>9mm3m3. uh.<m_.=_nm=o:2oo3u=m:om5::o.x.m.m. 3.32m?mmo._~mmm:.Em_.=_.Enom___mum_ >__m:mu Amvm3u_o<mmm.oo:m:=m:.m2... m:a.no:m:=m:nm_Oo:mc=m:~m:m__:3 _So<<En_<m3u_o<owoosamon<<_Em:=_mmm_ m_.m:8um_.8_._.:So}EamqEmOo:=.mQ. Oo:mc_..m:..m:m__:2oo:=mo.H<<_Emm::- oo:mc_.m_.:Em.“qm__m8om_.§<8EmOo:m.._=m:. Em.Emm::-no:m:=m35:.:9_3o<<Em_< m3u_o<oaoo:=mQ<<.Em:=_mom_m=m:8 um..8::So}::qm_.EmOo:=.mo:_O_»mm-:.>m- Sm?xmxsm2.2 .5<m..§om:o:”Oo:mc=m3<<.__ cmao?mnmEmEm_.Emm.<m._..<u3n_.m3o_.Em Um_um:_.:m:..uqonama.mmammsmaEo._».m.m- 3.328.8mzqm-3.m-::6.3. _.mmumo._<m_<_Eoamq8oo:E.3 Em mEu_o<3m:" m_6E__:<9.m__mEu_o<mmm<<:omam:m<<_<::ma Eam_.:u_o<3m:.n8um:"o::Soar ::am_.Em u::__oooaqmo?Eamm..<_omm.Oozmczmi _m u_.o:E=ma#03cmEoEm m-<m:€uqomumaow Em_umum:3m..:Eonqma uqoomacamm8 caqmnmxmu«m-m3u_o<3m_:mo.mm:Em2 8: muu=om3m<E_mEm oo::.mn__m :mEm um_.8_.3ma. EDc?3 ._.m::Em.m m m:_uno::.mnn:Ooamczma oEmEm moEm_ _3o<<_mammEm?mm::-oo:m:=m:?um_+o::Em 20%::Qm_.EmOo:.:mo__So<<Eo_<m:..u_o<mon oo::monm<<_Em:___mnm_m__m:.Em 0o:m_._=m2 m:m__“ :v:25Em m::-oo:mc=m:~mam Em0.2<<_EE Eqmm am<mEm.“Em oo:m::m:..:mmmoEm__3o<<_mammEm: Emm_._:-oo:m:=m:~_m m3u_o<Em 2 oo:=moEn<<_Em:___mmm_m=m:“m:a EV8_EEm8 Em mcuooaamo? <<.EEmm::-oo:m:=m_:3 SEE Eqmm am<mQ._.mom_<Ec:o._om _.mnc=.ma ucqmcmi8Em cmammqmu:Em mca- oo:m:_8_.:qomm:2 m8:m3u_o<Em oa oo:=.mo.Em<<_EEm ___mmm_m=m:“mxomE Em.EmOo:m:_..m:.m:m__:2 8::Em.m Emooaqmo?<<_E Em mc:.oo:mc:m_£: arisemco:Eqmm mm<mEm mcu- oo:m:=m:Hu_.o<Emm E8::m:o:8 mm8:__m:Em.Emmc:-oo:mc=m..::mm:0. _3o<<Em_<m3u_o<ma 2 ooaqmonma <<_E m:.__mmm_m__m:. E.9.3nooo:_u_<5::mas _:<mm:um=o:”Oo:m:=m:n m:m__oo3u_<<<_E m:<_.mmmo:m:_mqmncmm?o?Em oo_o..maoUmumnami 9._.m:oqm..am_.:u_o<_.:m_.:Emam E Em oocqmm 9. m:E<mm:nm:o::<Em..Em Umumnama_m :_.am:m_Emucqmcms.8o._».m.m-:.m-3~A3 Am.Umimnmm3..wammo:2 noznqmon ._.:m0.2_3m<.m_.3Em8 Em oo:=mo»8..m :_.mmo:caoo:._.mo..E<<:o_moq E um?ncm8 Oo:mc=m:...m:_.mmo:o_"m:<mmo.8:oa Em 38m:u_m<<ooa_um_..2<m<.m:n_m<<oon_.0083.88:8-~3m 80$ammmoo <<<<<<.m:m_m<<ooano.mo< _.m>Page 33 of 316 ‘'1n.p ‘.i‘‘‘I.-._._,_.-.13'IfI umqmmqmuzo_.u_.o<_m.o:m$nc_6a uc_.m_._m38 ommm;.?n1oN 38m:u_m<<ooa_um:2<m<.m:m_m<<ooa.0o_o_.mao mo.3-83 3~-Boo <<<<<<.m:n_m<<ooano.no< _.m>a3.3 Page 34 of 316 Page 35 of 316 >.:.>n_.__smz4 > m._.>._.m_<_mz._.O_u <<O_~—A omzmm>_. m§m3m:..2 <<o_.x Ba _u3_"mmm_o:m_mm_.<_omm>m6m3m_:_83$==6 0.2 o?m:m_m<<ooa. oo33::=<Um<m_ou3m_:UmumnamaA025man06 mega Aooamczmscmmmo:<m_33ma_m$_< cue:oxmocmos3=6 umammman5.:ooaaacm=.._.o:u:>cm:m?2.monoon :23 m__am=<mBc_mw mamoo3u_m:..d 8 =6 mma?momoz9.3m 0.2.<<:_o:m<mqooocqm mi. z>_smm.v_._ozm zczmmmm>20 m_s>__.mom_u_»o._mo._.noo_»u_z>..o_~m Oo33c:=<Um<o_ou3m:n Um:_uoqm3cm.02$_»mam<m_ou3m:..O_4._om_. mowaw?mm mc_s_s>_»<O.“wcmuommmomm._.>._.m_smz._.O."<<O_»x ._.:mu3_.mo?oo:m_w.a2 mu_.o_.oo.oo33::_ommo:m Em:man56¢u3_.m2 mom.m$mm_ 90:<Om:..m_.>8m mmam<m_ou3m3ma v_m_.5_:uman_u$-Um<m_ou_.:m:" M.m:o_m<<ooqUo<<:8<<_..Um<o_ou3m3 >:.3o:.<m<m_:mmo:man_uo3..m:o: m.m:m_m<<ooa_:a.._mEm__.az mm:Ooiaoq maze:>8m _<_mm..m~_u_m_.._»mw_:m3m..:mE& mo:__uz_mz4>20 _u_»oo_»>_s_s_zo ._.O mm_umo<__umu w<O_._.<:1 >25 o.:._mwoozmc_.4>z4mmmocxomm <<=:Smmuu3<m_9.=505..Ooamczmizmm:__.ma:5_no__o<<.:nm:c-oo:mc=m_:mmmum:9 :5... ?mmaman2...cmv.m:c-oo:m:=m3wq.6o~_<:63:633%9.ea _u3«mmm_o:m_mm2_omm >m6m3o:n _u_.ou_.mmm.<oC_._um:_<_m:mmm3m=.>mmoo_m8mA_uc_<_>v _uo:m__<<o.xm mumaomqmanwas >._m:q O<0o:m:=_:o megamag 38m:o_m<<oon_.um_.x<<m<.m:n_mEoon_oo_oBao8..o-B$ace.a~-~8o <<§2.m:m_m<<oon_no.mo< m___<_$x._u1:o_Um_ so.o.u~m._ n.uo83cm®m:m_m<<ooqoo.mo< m.Ea_o.oo3 mEa_ou Page 36 of 316 . .,_L_u..o114_L.J .x..|,..T|( ....... :V....n.r..ulm1_u«J-_:u.u1..L,_1m.uu.].<.m.J_..o\_ z: _ I:0u.x.x. _.xI».uxrnu_§.nIII]:Ju.J€I_x..md..n__.:L..a._....,WP_4..._w.-Tu:.. xn.II:1!..:x u x .....u_._..w_.T;L__..:._..(«u..___._ L V...“...1‘LEM.._..,__..Fvwn....._.._....\.___...IIJIL‘H41....1.. zomaa=_o:m_oozmczmamm:m__cmmsommma<<=_..oS u_._oq<s._:m_..muu3<m_31.5 03>mzoca Smsmmam_._mm?owmnE=_o:m_mm_.<_omm.Oosmczmi <<=_oooaimnm m:<oo:o::.m2 <<o_.x2 o=..m« oosmczmammzcmomaa_..mo=<c<Sm 05.. ommn_~__u.:ozO."<<O_»_Avwoucoq >zu um_._<m_»>m_.mm mmmmzmozmamo:ma:_mm3.mcmosoam§_m. m_umo_>_.amwgm.=u>z< 43¢_u33mm_o:m_mm2.omm>u8m3m:..*2 mm2_omm qmzamama2:.so.mxomoa._.<<o_.__._:q_.mq.63- Oam._.:o:wm:a_u.<mz?aaqmm<m:€-_u_<mUo__m=w8?:.$m.os. zoomon_u><_smz._. _um<3m32.:cm3%6oo=2__aa 5 5m ..o_._.:9.m0.5%. _u><_smz._.mo_._muc_.m Oo:m:_..m:..m:m__m_._u3:m:_:<omom8 Sm 0.?3.So}oo3u_m$q mag ..m_3aEmmu_m mxnmammm Socnmao:m3o:=._<cmma.0.?5.:“U3.Oosmczma <<=_...:mo3%2 Emmi 9.$5 .:<o.om. mozmucrm>zu_.mm_uow_s>zom _s__.mm4ozmm >__am__<m:ma_mmS...cmoo3u_m$a 8 :6 mmz?momoao.“:6 0.2 :o _m81:m:>co:m.2.mono. >onm3>zom>20._.mm._._zQwwoomucmmm z\> roo>.:ozom<<O_~—A_u>o_:.:mm mccm»m:..m__<m__59.:S...cmoosaco?mq u<Oosmczmi m..3 _.mo:_m=oaom_oom6a m.G».as Oo_o_.mao8N8. Boom:u_m<<ooa_um:2<m<.m_..n_m¢<oon_Oo_oqmao 2:8-8a 808umvmuoo <<<s2.m:m_m<<ooaoo.mo< ..m>c3.3 Page 37 of 316 Page 38 of 316 Page 39 of 316 _u3_.mn:._.mm_.:m:_.:n:_.=m" U6m:.a_o5...mm_.<mmm::m:13...oo:m:_:m:::9Em_3uo_.:m::u_d_.mo:mo_.ommm__Eqmm _u8_.mo:oom_ >~mmm.U6m:cq8_u_Emmmx:m:m_<mmxumamsnmE_mmaEmmzqum:_o__um:EmE:E_:_-a_mo8_Em_.<o_m::En u8_.mo:m.<<m:m<mmmmm3:_mam:m_m::ma90::o:oo3n__3m::m_.<:mm3 3m3:m_.m.mam:mm_._<m__9.::m3 mm:._::m5::5:2:5m:m<m:mauom:_<m:mm3Emm:a5o}Enqm_m:_o:m:EmE::mumm:._Am<3m3:mqm 9.or:ooqm._.mm3Eo_cam_u.c.z_.>.._uo:m__<<o_.:m.>:m:a_.m:a Cmmmoo:o3_om.O<Oo:m:_:Eo m:amumaoma_nm:m5:o:m<mm__:3«moms:Emsocmmxumamzom5::Em u§.mo:m?mmmaa:::mm ammv c:am_.m:m:aEno:::m:mommmm..<:mx:m:mum.<<m:m<mm_moEo_:ama mega mmmq.5:o :mmm6::,_om:: maq_.m_m<m:::m:_o:m_AOUm_.a:qm:m:ooiqo:m:aEa:m::m_qmémm u_m::En mxumamm.<<m:m<m mm:m:__m:mamxmmocqnm._.mm3o:mxum_.:m:o:13E:2u8_.mo:mumo:._o:mm:m::_mam:m=:Ema::m:::mmm mm2_ommmammu_._o::<5::E::m3o<Emum_.:moqqm<m_o_u3m::ouuo_.::::.mmo:::mu8_.mo:.._.:_mqmmocqom :mm3Eo_:amm.932>mmoo.m:mm:2omo:mo::_om_m:oEmm_.Em._uE<o:m:<=o:_.:m::m_:2 m:<_6:3m::m_.<<m_:mqnm:Em8:am:m._ma_um:Eo>:m_<m_mmamUmmaa._A._.O<:2 >3::mo:c_.m.manmm:m:mEmm::o:2c:__:<_::qmm:En:Emm:an....m:m~m_O_<__\m:2m<m:oEmmEo. _u_.o..mn:_smm:::um2:.oo33_::mmm: >u3_.mo:o:Emoo3u_mx:<5::mo:83.E:m:m_m:mamom_mm:Q O:_.mo:.<mmmamu_.o_.mo:mqmmm ?mnsqmm m:ommm3m:::333_.__:E_mm:::_mmmamE:m_.mm:m.<<munouomm:o 8:::_m:m m m3m__5o:Em 90::o: amo_m_o:3m:m..mm:::mn:<:om:mEmm:._o_m::m:a:E:m_<amo:m8:3mxEo.man:0 nmmuosq8 m:::mE c3_.mo:m3u:mm_mm_.mmmmmo:m:mmmE3m_._:m:oqqm<m_ou3m::ouuo:_._::_mmm3m_dm moEm:::mu3_.mo: u3o~mmm8:oo::E_._mm:o_5ma.._.:_m5___ooo_.__.::..o:o::_-5mm:_<:..mm:Enmoaom__m5::::m_mmaO:<u_.o_.mo:qm_2mmm::m:_<mm2mt3_.mo:_<_m:mmm3m::._.mm3:_u_<_._.V.<<m5___mm:m:__m:m ~moc_m:<oooc:Em :E..m:2Emmm_u_<_._.om__mm:a3mm:Eomm:Emo_._:mm:o:::mu_.o_.mo:.<<m5___m_momm:m:__m:5::::mO:<o:m:u_m5ooamo_mm_.mo:ma:_m:2::mE:mm=m:8:o:::mm:mm::oOo33::mm.<<mm:<_m8:Em 8 cm o:mno33::mm5::::_.mmaqmmxoc:5o_.xEnm_.o.._um::m:59....m:oo3ummm_u3_.mo:Oom_>_.mmm:msaM.::mO:<Om::mqmza00>mammm.>memocmmmqm:<O:_~m:m>q<.mo_.<Oo3_.:::mm _.mEmmm::m:8:59...:cmEmamaE8::mm:mm::mOo33::mm.<<mm_moEouomm83mm:_.:o:::_<5::Em ._.mo::_om_>a<_mo_.< Oo33::mm:._.>OvEmamano:<m:ocmmom:o<qmEmmm::m:.<mmEo_:aEm Em o:<.UNOOO m:q _.».._._u m<mQo::m:3o:::.<<mm:<_m8:Eqmm:8om:m_.m__u::__oE8_.3m:_o:mmmm8:mm:aOoc:o__cuam:mmmmm_o:m5:8:5___cmam:m_._.:Ema_.oE:_<5::Emu_.o_.mo:_mmam_.m:8:mm3. _u3_mn:m25..c_9 <<mm:<_m8:::m:325o:EmE:m_._.m_m:ma_u_.::m20om_m_.mn:mm:maEEm m_u_u5___E:oo:o::.m::_<E oam_.8E82:o::m_.u8_.mo:mom_mm:a3mm:<o..__.u_.o_.mo::::m_Em.OE.u:__omou:<m:06 m:.a_o _m8 m_5m<mcm_ooxEmcc:8..or:0__m::.mumm:E:m_:mm:5:._mm_mo_ooxEmm:mmao:Em u_.o_.mo:mo:ma:_mmo::m:m__:mmxmE:m3ooE_<m:qm:._o_m::_<. _u_.o.mn:_s=mm:o:mmmanUm=<mnm_u_mm” OE._u_.o_.mo:mo:ma:_m___:m:~m:maEEmmc:3_mm8:oc:_EmmEmxm<u..o_.mo:u:mmmm.q:_.m:8:mam<m:o:m Oo_.:3::mmmza00335::3mm:Emm.<<m5___59.:5::<0:Eoo::.__.3EmEm _u3_.mo:wo:ma:_m_man 5___c:___NmEmmn:ma:_mmmm:«mn_En:oo_8m:m_.=mEmu3._mo:_mE::_m::_<m:amEo_m::_<. _so:::_<_uqo._mn: 38m:m_m<<ooa_um...2<m<_m:n_m<<ooa_oo_o_.mao2:_o-~8w Svmwoo <<s>2.m:m_m<<ooano.mo< _.m>eGL3 >.vmogmoa _<_>Z>Om_<_mZ._._u_.>Z Page 40 of 316 _.._.._._ 1I-.n...t.d.L..,..LLu..»_...-..r..rT.-.H._.r.._4.,o...%.. PHI._l.L..luau_upk.i.r‘n.vLll:nu-_1uL.m?.n.r...1u.u.i.uI“-.I-_Il.¢.-_.. I:—\C'qVII—|¢“A—I\..1.1r~|..h._:ah’-mf.1iuu14::um_ x4 Fu u ._ x . u ..1_._x u x ._.__.,.‘ ...u ; u _.-u.. Hrx: .iVbM{.E%%u.n\1%J..n—|I:.uix.:‘_.-x L: nf....a..._. L101.1 Page 41 of 316 ..1‘ ..._,. __xx u..._ .1“......i..v. _ ...4..... _ x x.xu ‘MJ.._I1sJ.u.-Jr... _ _{I31..l_L..1..........H...#l4:.....a_J.+..1._ ‘JF'I1J‘\,|.|‘-..un....LT. I _ F,.5.x _..\V:_.hmuJJ.5FTuWu1.n1?J__f_.n1aI\J.u«r.1u._.T%1.7. NIHaH;,._.....WmLnan:uHull-l—I'IHlIluv __ x ...M..mun__.?u_T._..n. ;3H_.._.T. pru\uni...|._HJW_:lam..1.:1.111.;n..1” u _ u..._.hu I!.:__ .- % __.....L|I_w ‘._.-...H__-..|..1..L. I:‘._lu-IL.-all.:MlnI.I1uM..nI1‘.-H:..a- .. Ig_£.ru_.lw_. 4.m In .n4I_?.lJ|u O_<m:Em<m:o:mc:_So<<:mmS._.o::q_:u_<_mm?m_.Um<m_oomq>onmm3m:.m..oa0.2 omonmqmooEm 0-___ oaoomamm.EmEooommm:mxE_mmooaomoz8EmSo}sea_.m_m~mo8_u3_.moHmom...<<mm:<_m.o:2<oooaoam3.:92ocqnmmaom:omm?mm2m<ocEmooo3o__m:Em<9:mo»... 05mooaomoz8EmO=<0m3mnmooom9.Son»mmmcammEm"Em0.25.::m<mmm_mo.mom_<_mmnmq Um<m_oomqEmuomm:E.EmO5Omamam_.mmoqoomammsEm:<<moo33m:omSo}._:E_m mom:m_._oEm <<oc_qSo}o_omm_<manoo__mcoEm<m_<<<_EEm0.2Omamaom<m_oom_.manEm...ommaa?mma8 BEE qmasmmao<m_.m___»mom<m_ou_.:m_.:_u_m:.._.:moaoomammo:_._.m:.._<oo:.=o__mo3.0-___o_.wo3m E88 E<mm..3m3m_.oco<<___o:_<ommcm:9.Emw.mxm:o_om_.uqocu.OE.?mm3om:mm.mmEm __:xom.<<mm: Emom<m_oum«mooEm05moEm"ooEomamm.<_m_o=Emmsou_m::_:ncomao_omm_<m__c:.._.:_m_m<m_.< m_3=m_.89:mooqomo:2mqomo<<m<wage.sEmqmEmqmoqmmmimoEm_<_mm?m_.Um<m_oom_.o:Em u_..<m:m mammoom:oEm«o_m_.=.._:oooamczmaamoqmmmsnmoEm0.2o?Um:<mqmooEmmaze:>qmm_<_mm?mq_u_m_.. Am._.>_<=uV.mumosoBmxm:m_.mSosaEo__.am” -Oo__mooqm:o:mooooo_d_:m»_o:<<_EEm0.2_um_.om__<_mm~m_.Um<m_oom1omzmommo:<m_om_ _»mom<m_oo3m3_u_m:am:.=<__..m.25:wmm_2.5.8Smmmin.oo3o_mHmw?qmmwEmaméoqx. manoom:mumom. -_%=%oa_o_.2smogmnmoocmo__6m:om?mxm -oo33::_om=o:<<_E_»._.Uo:momzgsmmE£m91o_._oom:o:2Emms omzasmmomomm Eo__.a.:mmzmqmomamzoimoozoaw -O:=_:mo?oommE_mOman:m..cEm__:mmmoowaamomnqomamam_m3m3w -m.aoeaaum_.xEnmo_S.o:m.Eo_:oEm_oommo:..a_:m:nEo.m:m_.moomzasm._uo~m:mm_:m<< _oom:o:m.m8. -mammm_moao:moo_.mam<m_oo_.:m:nmEo_mmo:Emoc:m:..O-___om3m_ -_uo.m:._m_m§m:m.o:3m:o_m<<ooo_um~_2<m<oo::mo=o:8com28-3 38m:u_m<<ooa_um:o2m<.m:n_m<<ooa.Oo_o«maomo._3.83 A88ambmoo o >_6_.__:mooaacaomzozmm.:m.mo<mag Bmmmmnim2::=6 u_m::.:mEdommm..o~m__58¢A8 _u3_.moHOom_mqmmwmsa:uoo3Sn mzmmnmamamo:<=_mm. _u:E_o _:mo_.3m:o:" <<mm:<_m_o:=6 _u=c__o__:o3..m:o:Emommo?Sm u_.o_.mo~<<o:_q cm:m:a_ma c<Em 03$_u:c__o _3o::m:o:maocu..26 U6 mega 62:2...22am u§.mo..ooami.US :6 oooaimaammanmoEm_ Emomama2 _:3::m:o:5:.cmaozm3 0.2 m?m.._.:_mooama22.3 .:o_:amu._u6_.m2cuam?mmo::6 O=<.mémcga mag :m<<m_m:m2$.zo3.._om:o:2 m?mmzsoooaa?mm man._.mo::_om_Oo33_:mm Bmmzzmam.mw_Esmmmag _oom:o:m O.nmogmoa mo?4”Qiomzamm >mm>mmom<m_.o_u_<_mz+m?m _u_..>ZZ_ZO >z_u nmmom<mro_u_<_mza_<<<<<<.m:m_m<<ooaoo.mo<Page 42 of 316 _..r....V.r.. x ur_nx . —.x.Iu—.m.|e._@ . NH.x.4x. x _._ as.F—H_.m.?uJ.L.ux.:_L.n _.._.m.£.r.H..w.:..+j.4.....u-. % ;..._w».,E..u.._fT\m ‘ ._.. Ix._ ma\.u._1._.1n....L._..._mu.-.,._. m.L...L.HIs._|.I..I?_L. _c_.._l_m.r_a_. «.H+l..m.....w._mI...+. 5HI;...\u.Nr Ix...!|I..l.m._nmi."viU_uISL.1 ‘ ‘|h|l.n.n\..r...:._D_-I.i?ié_w.m?+i.M._ L ._.I.,H:__-..?lm: -_u.mNNm_.mqmm_m: -_umammim:Eaumo<mq mmammmU_._<m -nmammim:manu_mom3m_a:o_3u_.o<m3m3m -m:o_m<<ooamm:._.qm=manumammimaE83 -oo__mco:m..m5:...3m 05:_8<w..m_6:o_am~m.mag O-___on $am<m_ou3m:..u_m::_:m -.335.:9:m8...95 aammsomSmxm -Oo33c:_om6 2::3.0 o:mnm_.x.:mm:m$u<?ow_oom"_o:2 5m So amino mumomm.:o_ca_:omzmqma..._:m:o_:oouzozm -m<m_:m6 oE=:m_Em.mmnm?mcmmmon m__um3m_m -m<m__._m=o:9._mum__3u__om:o:mman<m_:m-maaouuoncaammo:mx_m=:muqocmammumq=6 o:_._.m_:<<m_3m:momamino man<_m<<u_m:m_mm:mm X210 :6 mcoommm9.Em uom_5.:cm2.6 oqomzozo_"moo3um__.:o <_m_o:qoaEmomamazmmanmoo:o3_o am<m_ou3m_:Em:<<___c=_3m6_<mzsmzomm:m_m<<ooa.m_3mmmmag ncm_=<2 Em.._.:_m_mm:o3m:aocmouuoncaxv.8 _:..mmB$=6 o:_.6:..man338 _m:a oéamro.manam<m_ou3m:.umnsmqm58 So u_m::_:m Eoommmmo Sm.m__umamm_.moom:_NmEm moo:o3_o _3umB:<m 3 0.2 032 8nm<o_ou3m:.manEm __.:mm_.m_ooaamomosmcmazmms=6 m_.mmm5m",5:9&5 m:u_m<<ooa_m:3:manmo:_. >w_x.3o:3uqoommw_muwouomma.5»:<<o:_acmmuosmoamac<EmO5.9.m:m_m<<ooa5 3:8:2:::mo_<_oumnzma.._.oao<m_ou_3u_.o<m3¢3u_._o:._om_$528 oo33::=< oc?ammos5.:cmm3u_o<ma8ammo:ccmimmm.:m_m:ao3ooa.Swami man o_<_o oo:m..=:m:..m=.._.oco:oEEmoo33::=<5::mam3n:mm_mo:__._<o_<m3m:..403 ao<<_.:o<<: m.m_$:o_am_.m. <<¢uqouomm.6<<o_.x2::Q2m?mmmanuu_.o_.mo»m?ozsnoo:=:=.8m8ncam=6 Edommm.._.:m m8m_._:moo33_:mm.oo3u_..mmaQ._8<m.m_8:o_am«m.403==.o:o:oSEmao<<:8<§mEa<m_.mm. 38m:n_m<<ooa_um_.x<<m<.m:u_m<<ooa.Oo_o«m..._o2:8.83. 69:umvmuoo m:__%acuo:nmm.u_m::_:mmmonmmanm:csamqm?anin 2 ao<<:8<<:32_§a<:m3_om.Em Uo<<:8<<:_u_m:2Um<m_o_u3m3E___m_:..3 onmm?mmoo__m9_<m<_m.o:3..qos38<<:manmm=m6u_o Em:_no13u_m3m.:m:o:5:...qmooaawzqmaosm3..u_._o~=_mm._$<u3_.m9m_mmn:m:o_:o_o6m:.N_:m manmzmzoim.._.:mUo<<:8<<:_u_m:o_"Um<m_ou3m2 <<=_mcam.:<mm=:m:»3 ao<<:.o<<: m:m_m<<ooa..o1:o:9:a<o83:<mm_.mman Um<o_oum Emqxmvcmmmq <_m_o:man.:<mm.3m3 :m_3m<<o:A 5::mumoso_3u_m3m3mmo: w:m6o_mm335:m Eoommm Em:czzmmm_6:3m3 man oozwmsmcmmaoaoa_<m_.mm m»m_6:o_am«m nomauve:mUo<<:.osS _u_m:2 Um<m_ou3m3manEm mccmmncmaozwmzos2ma m:o_m<<ooaUo<<:.o<<:_um<m_ou3m3>S:o_.:< U._umo._moa oo>r mumzorméooo UO<<Z._.O<<Z om<mro_u_<_mza >C._.IOE_._}\ m<>rc>:oz >20 mom_<_>.:oz mom»<<<<<<.m:m_m<<ooaoo.mo< _.m>a3.3 €208?Uxoomm Page 43 of 316 Page 44 of 316 .__.n ___..,__.._ 1. xx._ ...EE._. 1 ._ln._.....vIn...W.w1.L..!x.o.nha......,.w_..IL... x x.«TI-.'*.._.l.u.m(_hm.-.£:. xxx ,_x.xx. ... x L...xunux. _.._.._ uh.x\ H __..._.?qH.?a......_,._xin-u1l.xIll—xI|JHnun__ Jx.. xx_.......wx..._.”.-=I_. OO:.=:=~.=.n._\_\<o..>.m:ob.._uo__o<<_:mEmoo3u_mmo:33mm?muA o_._.8mo_..manamnxm? Eooaamwmmsom.=6ooamczma82:20:5qm<m_oumQB:_um<m_ou3m3_u_m:oS__:m 2.5.. _:o__.ammmacuam?ma<_m.o:.u:<m_om_?qmaméoaxman__.:u3<m3m_:u:o_.=.mm.._._..moS__:m <<oc_a um8<_o<<ma3.Q?m?mmmanEmu6_.mo~m$m_._:moo33_:mm..26:mOo33::=<<<o:G:ocEoca cmoamaumq88<_m<<xm<ooaomurn.mamaim3.03EmUm<m_ou3m3_u_m:.._.:m<<o:6:o_u ooca _:o_cqmmu$mm:.Bn_o:Q.m3m6_:ooozoounmmagEm$mE_.m..Emmm.mn_o:m..<<:m_.m_:_uSoo:_a cmmocmz5$0:o_":658¢umooa?zom:u-m6mm._u_._c__o_.m<_m<<mmmm.o:mSosa _:o_:am m 2_o._2-wmasmmxmiwm6qm8_.3_:mSan:momosmm:o_.__acm<_m<<mamm..:m:m?o_.3m:<m..I .:=_m.._<mm32mamEmBom?o_.=_om_magEm:om:wsmumao<<:8<<_...m _o:m-$::BEE 2 _3u_o_.:m:$a5.3.:Sm:93.a_<m86:<mm=m. _uo__o<<_:nEm<<o_._$_..ou.Emoo3c_o..mEmzaauumoxmmm_mcmn.::_:m8 8.8 mzmum.5:: oE=:mm313m..o__o<<_:cooauosmimu.<_m_o:m_m3m3mmanooqm<m_:mmEaEmE889.n_o<<:.8<<:m:m_m<<ooq._u:m3m<<o:AEm,u6<Emmma___:m=.m:<mBmunic2_8<oosomu?man_3u8<m3m:..m._am:..=._om:o:2am<m_on3m3ouuo_.E:=<mzmm._<_mm8q_u_m:aoo_._3m:..Sm”am3=._mmco?3m.:m.mo_oE883 _:=_m:<mmman8 :m:m_"o«3m:<mu3_.mo.m Uos=:osSEm:o_.Um<m~oh3m:~..>_uo<<:8<<_.__u_m:o__Um<m_ou3m:.noocamamamamma:_._:m Emmam.uzmmm9.Emu3_.mor>muo__o<.v_.oo_.m3man_:<mm=:m_:uaonammmam?m 9.25 Em 25$.:6ooamczma62:<<___m<m__._m8=5o6m:_Nm._o:m_mqcoaam 9.3m O3::6 _.o_mman _.mmuo:m.u__=_mm3..m:9200>.manoqmm?mum=..<<m<m8om_.J.oz»:m:mao_.3m:<o .:=_m._<mw.._.:m oo3u_m8u_m::_..630.3%Eocau_.o<_am=5..o__o<<_:ooo3uo:m:..m_._u_:m_<_m.o:m_m3m2m813....BEE2ao<<2os5m_._o_m<<ooq._u_:m__uS3m<<o_.xEm”Eosamm=_:m:m._<mBmuuim2_$<oosomu?mag _3u3<m3m:.m Socm:m_m<<ooa_um_._2<m<.m:m_m<<ooq.0o_o_.mao2:3.83 A88$~-»8o O=:.:m mS.<m.<m _\<mum..8..._.o mcoami =8 Eoqaao cqocc Bmmmamm.m:o:__:m m:2m<.m Eduomma.._.:m m_._2m<<<o:_a cmo__m:_a:§_8 m Sam <m:m€oq ao<<:8<<:mag oo33c::<m?xmzoamam._:o_:&:o m3u_o<mmm.Emamam.E0312 manucm_:mmmoésma.<<m:m<m8:.._:m_< $53 #03 £8 8 mboomaa=_o:m__:u:8 .403 o:__:mmc2m<m3 m_3__mqEmzaammmonm.moo.m_ Bmem 83.5:8m 05 manum_.Sm_.o6m:_~m=o::m2<o_.xm om:m_mocm§__.~8 8 3mx_3_Nm oo33:::<manmmmama_:=8 Eoommwmag m:2m<._:magic...8 :6 mc2m<_m umomo:Sm o=< <<mum_8 _mEouommammm:moommm=o_m“.08.8 _:8_.3m=o:on :6 EmsaamEoommmmag mccmmncma00>8_.3mH_o:. Emlaou Obto:E=.~<>mmmmm5m:$~o:.=m3m=8..Ac cm_m:omoo33:::<mm_u_B=o:m2:: 3m_._§$m_=<.Em :m<moo3u__ma aos38<<:.m xm<moo:o3_o _:a_om8.m manouuonczamm3m <m_._m€2 mmmaoam._:o_ca_:moaom.68...~mmEm:=m_.:omu_8_=<.m8.Ooazacma qmmsmami 0.. :6 QB:Bmqwm?ouuo:c:=<mmmmmmama_mm:mo8m8q mmoozomna8«5m ao<<:8sS _u_m:0.. Um<m_ou3m:.m<o_<m manN.m§Sm.2.m mumDosS_.osS Em:3 mm <<<s2.m:m_m<<ooano.mo< _.m>t 3.3 Page 45 of 316 n I I11 .. E:1 F 1 ..1%.._M.rn.._,..q:1..111“.__..Hr.1 ..1..111 . I .. 1|.1:”.1.H._5.1.7..-11.11...La..._.«Liwu.lun_4.u_.I.uI14._\_..l(w_..__._.-.crL;.H.. _TTI|_Ir1HII_L-2__ _ h.11:an»u:-5.._nu-. 1_.Iw1qm_.._n.._.L.a-..J5....._,_..,.-11..._.-iII.",1|..L3.._Tlflflmuu..R.yl._......?«*..l.Lo..n...mwI..h1__.... . ...___. ....q_r...H...H.nHn.H“$1..:1-- .u_.. 11.1 . ..1_v_ .1; ___n .WW5-.111.._—..v...__.L1 _ -_:.., 1 _. I _.,|...|1I-I2:._.. .5 -1 ...%...__.....1.4......._,_».r.nH_L..:1lr,_m._4....r...1+1._ ..1_ I.1=111?.E,.,".urwahH.,I_.__.1.1. _. 1 -..,_.. - -...m....1 ._..._. - . - _..-.__.”_.....,.., 1 __.. - ._._.._J.._1..- - - 1-... -H. __.._...._.n.1H..__1... 1 __.J Iu..__ .2|u. 1._ o _ 1 1 __ 11 I11ivH I.1_..._1...._1._...,...a_,_..:_.... uu__; . I_ I._. u_.1L.l.:u.n......:.1n.r._1.Pv1...]. - . ._|u 1__..u; -1 1.. 1... I1...4. ._am_.:=,_om:_o:o_"_3umq_3m:8 8 _:<mm=:m:._:ao<<:8<<:.__m::m qmooaamsama o:m:mmm:...._m=:o8uo__o_mm.8oc_m=o:m.mag Eooowmmw 5:8:3 83 :m<m.:muo8::m_8 E80:am<m_oo3m:€o8::m_.._u_:m:o_m_m:m_<m_mo::o<<:2:8x Soqmami w_:m:o_:mA._.=uVm:am3:._m<< oocaSo}<<=:_:mUU>.._u_:m_:oc:am1mm8«m UU>manEm Em::..._om.._o:2 m:<mnE=_o:m_Ewan" o<ma_m<m2......o:=Em_Emior _3n_.o<m3m:.Q3308.m8.V.._u_m:o?Um<m_ou3m_.:Em"_qm2=._mmmam..:m¢m8o_o _u_,om_.m3_:=_m.._<mmm:aB .=m:m8::m=<mE0808 m:n__:<mm..3o:8 Em:_umoo3m ..:m8::am=o:8~mm8 ._o-<mm«Eoqx Em:81:m 00>msao_<_oumnamam....Oc_ox <<__._m_..oa :_o:_<<.m_:_mmzq $_m=<m_<_:mxum:m.<m_3u_.o<m3m2m_":2 am:3 .3u_m_.:m:8a o<m«mm:o:.8=::o:~o:ab.:mx..Am302:3.Oumqmzso_umB3m8~m81:m ou>.8o:m3mo::92 Em UU><<___ocm~m8_: 8:83 5::0.2 _mmamG:_u_uo__o_mmmzaqmum_.._.:m:8_u_.ooqm3m. :5 oo:m:_8:~89:<<___Emmmam:a 8<_m<<%§_8_qmooaamzammosm2::5m 92 m?mm. v3_.mo.m8m_._:noo:.=.:_:mmm:aEm m:o_m<<ooq0.2 Oo::o__. man9 ram».vqonwmm8 no.4:Em u_u> _2:m 0.?m_.amEa<mqmmm8_6:oEmqm 82%8 3o<m 8:53 8 8::mUU>.Em _mom_cqoomwm _:o_:qmwmm<mqm_m?oum_:o_:a_:m9&8 m:m:m:__:moa_:m:om man:o_a_:mmimom m_mo=o: m3o:m 9.328 u3uo:<ossma m:q m_mo8~m <<=:_:Sm 2.2 _u_u>:oc:qm_.<. <<ocsamam?msa3»::66_mm.6m_683o<o..o2<m_d5::=6 no6_.:_m__3u_m3m:..m:o:o__m:o<mq_m< N0308u8mo:<m_<comic:m:o_m<<ooa.mmx_m=_..m.353».6.6 3.136:36:69 mancam.cmmm:83 o::6...u_.ox_3=<8:6__u_.:_.m__ooiaoqmagm?mzozm.._.Zm._.OU o<m:m<N030 muuqomo::6<6.... comic:m:m6<<ooa8m_.o<<manmade.mq_<¢_.m=<o?:m<<_m:a cmmmmanEmamam 3 £3 oo3om§_<6 _::6362.0m_.mm.._.:mmmo<mq_m<N26m_.mmmcocam<m:umoo_.:m=6 Um:<m«6m_o:_m.65 ocazoéacm maw?man3m_6_.Emion.2::m3m__-wom_o__.a_._m=.<.._o::m:_:cm_o:owEmEmamam._26um:am:..66... c_.6<<o_.6m._6m.m:_.m:.mmanm<6=..mumomm.>3_3co:m:..cm:2 _u8_.oo.mom.6 _m8 csamam?aa man oo:..._:::632.6.83253..E_.:_:mo<m1_.acm3m_6:6.2:6:6 m_6ma<umniasm8 ooocq .3 Em mamm.mm.26..mm8_mm_.:2.0368.man:m:o:m_mxm3u_mmEm::m<m.66:m:oommm..:_.3 no.8 mo. .2683m:m_m<<ooqEmimm:00:50.._u_m:man88m:o_m<<ooa_no2<m_d :9:mm:0o=Eo_.Z65 m6um9:3om6u__m:SE6_m:qcmmman2.2.0_:_n_.mm..EoE_.m.:<mm36:.mmmcauzosm3..2.5 mEq< mamm.._.:mmmaoo::6:.m2.:cms___~8mm<m_cmu_m6mo:36m61.6 _»o...=6a m:m_m<<ooa_:acmEm_Cazmm:00:50.._u_m:ma%3oo3.=3_:mmanomaazzm32,63 m=__-<m__a6.6 cmm.wccmamm.man _:..Bm._.:oE..m_:<mm=._,6:.mmmcauzoam.OS69.:<<.__mauve:m6:.3 =6 ..m..._:m3m3 ca :6 m._.mo._mo4 00.9..9 mzm_.m<<oou _zocm:~_>_.CO1..._~>_r 0023.003 m._.>._._OZ _<_>m4mm _u_..>Z mZ._. 38m:u_o<<oo....nm:2<m<.m:m_m<<ooa_Oo_o..mao 2:8.8.3avmwoo <<<s2.m:m_m<<oouoo.mo< _.m>c 6.3 Page 46 of 316 .+m3m<<o:»<88...33,.o:Emmco<mEmammm<<m__mmE8..3m...o:mmEmqmaEqocm:nmmmm8a.mmman maa=.o:m_3018»E8q3m:o:. ._.:m06m._a.o..mm3<<.___.a_.NmEmNo.532.8.mmmmmm3m2mEa<oo3u_m.mac<_u.c._<_.>..oo3cEma 88~3:_m8m_...m_..-_m<m_.._..uam8..mEa<8EmEmsocmEmzm.3m.._Am.mmm:3E.o:m.._._...m33 oo3.=3 Emo_._mEm_mmm:3E.o:mmag3m<ommq:m<<Ema...cmmmao:32.6..a..%man_oom_mag ~mu.o:m_ 8..omm.<<m..<.__:3cmum..8a3Enm:<m?mxmsoamqo..oo33::=<o::mmo:mmmcm:2 E5 P.o..mo»mom. 9......mmon. OE.8m3.2...mozaconommmmEa_mm.403m.3__ma88.man:m..o:m_mxm3u_mm2 EacmEm_mammmEm. :m<m:m:m8q3maacm8u3x.3=<832.0...83:oo3ao..m.._.:.mE...Eo_cam_oom_ommmm8a.mm....o3 Em_..~.<mq22E5.28.m.3ma<<m<m8=o:manmm...»_um>:mU.mEo..mmm<<m__mm:m=o:m_mxm3u_mw.._.<<o um:.o:_m_.:m:o:m_mxm3c_mmEm.8m33m3amqm§..ommmaEmmEoqxmao:mam. _<_m_.<:.ooa<=_mmmEm8_3o.a_<<>.._.:.mocnm...EacmEm_Ewing.mmxumo?ma8=m...m8q3 E Em oo3Em<mmnmacm8m.623..mxum:m.o::03mmmam8...§.3o2..._.:m03.2 _»ma3o..a Emm oo:a:o8am..mam<m_ou3m3u_m..._._.:..mm5.o8.mEm...€85“.Em:~o:Eoman8 o...:m3_<<.==EmqmmasucEm_Emmmanm?zamam8..Ema_mEo.. manna_._o:mmm=$§=00.4801:mo:Emm..._.m_8m..amm:rmxm0.?c._..._.:.mM-3._m m...mm8ma ooiqoqoumzmaE83man.mmxumo?mq8mm:mqm_m._.nc.__.o:E:m:m=-o1m:8a am<m_ou3m3 o<mqmNo-5232.8.._.m_moEo_:qmmmum..m__m_..mqmm3.<m<..Im.3._m1oEmm:<.m.o:ma_»m._._...m._ ..oqm:m_m<<ooq. 29...mu..m_.3Em..<No..Em_uqm3m..<o..x<3:cmmm8u_.m:ma.OE.mm3<<___mwwmmmEm u..ommag ooamman co..m3.m__oom...o:m8~.3u_m3m3Eocmwm~o:Emozmsmmm<mqm...m.3u_m3m:.Em m:o<m:m<Noam 8 mo:.m<m_o:u-8..3oom_m<<.Eo:.Emo_:aEmmx.mE.ocmmmEEmE823.._.:m.mm3 <<=_So}<<.Eo=<mam: 8mm8_u__mEm3mEx2No:Emmmm:3E_o:mmagumw.om?zamam8..mmozmcamqmmm..aam8..3Em :05. 8muu..omo:u...<m8oo3..E:...o:m8nc_u_.o.:...mm.:.o.EmEm.3m<umEmommmma.8 _3u_m3m3 Em ¢m3m<<oa_n<88...._.:.muqoommmE......o.Eo_.amm_mmm_mmmmmm3m:...2...SEEmm8u_.m:Em ¢m3m<<o..x. 29...mEm__3Em..<No:Em_u..m3m..<oqxS...cmmm8u_.m:ma.OE.8m3<<.__mmmmmmEm uqomman83 mag uo82.m__oom».o:m8n.3n_m3m3Emcmmm~o:Eoosmzmmm<m..mcm.3u_m3m3En m3 o<m.._m<Noam 8 mo:_m<m_o:m-.m~3mom_m<<.Eo:.u..mo_..aEnmx.mE.ncmmmEEmE813.._.:m8m3 .2...So}<<.E22 m8: 8mm8u_.m:m3mEx2~o:Emmmm:3E.o...mmancmm.om?zamam8..mmo:mccmqmmman.am8q3Em :92 8mun_.omo_..c:<m8oo..:..ES.o:m8ucc_.o.:¢mm:.:o=.=mEm.38.cm:mommmm..<8 .3u_m3m:.Em ..S3m..<o..x<.m.o:.._.:.mEonmmm.2...so.Eo_:amm_mmm_mmmmwm3m:rUS..mEm..mm8u_.m_..Em 3.m3m..<oq_A <.E_o_..Emo3.33.8.8E..o:o:Em~mm:_m82u..oommm813u_m3m:8..o:osom m 32m am8._ma mEq< <<.Eu:c_.om:mmmm3m.:.moo3u_m8a.mowmmo:mcumqmm.ammmao:Em<.m.o:.Emqxm.mmmmmm3m3man ommmmEq_mm.Em<<___mm8c_.m:..mm=m=ocom_m..oqmcmo=..oNo...Ecmnmzamam.Eo_caEm US :2 __3:ma 8.._<_mx_3:3.._.._...8:m.m:8man_uo83.m_8..Eom3.<mEmazm.2Emommmmar8 3mm.om:mE oom_m 0>uu6u:m.mcmmm 0_<_mx.3:3_o.oo<mBmm.Ocm:mumom.mn:_~m3m:.m.mm8moxmm:&o..358-8~mn:...m3m3m 88m:m_m..<oon_um.._2<m<.m:n_ms.ooa.0o_o..mao8..o-N..8 38.Evmmoo NA <<s2<.m:_m<<ooano.o< _.m>a:3;Page 47 of 316 Page 48 of 316 Page 49 of 316 Page 50 of 316 3 2Proposal Compliance Summary Checklist PROPOSAL COMPLIANCE CHECKLIST FORM (To be included with the RFP Submittal) _x___ Cover Letter _x___ Executive Summary _x___ Detailed Project Understanding and Methodology _x___ Firm Profile _x___ Staff Profile _x___ Evidence of Appropriate Resources and Capacity to Assume Risk _x___ References _x___ Fee Schedule Summary (including breakdown by goals, steps and tasks) _x___ Acknowledgement Regarding Englewood City Council Approval of Grant Agreement Page 51 of 316 4 3Executive Summary Clearly the time is right for the City of Englewood to think big and undertake forward-looking, implementation-oriented objectives that will set the City up for public and private sector investments. The RFP’s three (3) Project Goal Areas embody the geographic essence of how the City of Englewood is perceived today and a vision for where it can go in the future. From the Light Rail Corridor on the west, to the City Center area, Old Downtown Englewood on South Broadway, to the burgeoning Medical District to the east, these areas are the critical heart and soul neighborhoods that define Englewood. This is why a “vision based” action-oriented plan for future development is so critical, as Englewood is at a crossroads, both literally and figuratively. Key issues that must be addressed as part of this study, in a flexible yet integrated approach include: How do these 3 Project Goal Areas all connect together; How are the right DDA financing mechanisms put in place to help achieve future success; The City’s property assets; The C-III property; Walmart’s ECR agreement; The former Sports Authority and TOD overlay area site opportunities; Shared parking strategy; and Financial pro-forma opportunities. The overall outcome of this planning effort needs to successfully address the above issues in order to achieve the following “big picture” catalytic and measurable objectives for development which will help to keep the City healthy and vibrant, economically viable and competitive in the Denver Metro Area. Some of the overarching vision objectives that we will use as touchstones for the project include: • Quality of Life: Key to any successful city or neighborhood district is creating a desirable quality of life for those who live, work, shop, visit or play within the community. Englewood must continue to strive for these quality of life experiences, by using placemaking as an economic development tool. • Mixed Use Development: One of the foundational elements of Transit- Oriented Development (TOD) is a robust mix of land uses and multi-family housing options that maximize development potential and leverage the investment of nearby public transportation infrastructure. This broad mix of land uses, with retail, hospitality and offices interspersed with various forms and sizes of housing creates inclusive and well-rounded economic return. The proximity of transit means fewer people need to drive or even own cars, leaving more land area available for development that can be connected by walkable urbanism. Your Project Goal Areas are excellent opportunities to provide a wider range of housing options to meet changing demographics and growing demand. • Flexibility and Forward Momentum Leadership: A key component of this Illustrative of concurrent alignment of project areas during planning process.Page 52 of 316 Page 53 of 316 Page 54 of 316 Page 55 of 316 Page 56 of 316 Page 57 of 316 Page 58 of 316 Page 59 of 316 Page 60 of 316 Page 61 of 316 14 Land Use Economics, OV Consulting and Spencer Fane who have all had recent previous experience with this project area and bring a deep understanding of the necessary next steps. We have also included Studio Seed, who has significant and relevant national TOD and transit corridor, and industrial re-use planning expertise. We have established a Resource Team of experts to bring in for project specific tasks if it is determined that these services are a priority within the moving parts or development opportunities of the project. This resource team includes Kumar Associates for Geotechnical Engineering, Pinyon Environmental for Environmental, Walker Parking for detailed Parking Analysis and Design, KTGY for Architecture, and San Engineering for Utility Infrastructure and General Civil / Survey Engineering. Guiding our project management planning process is a schedule we have included on the following page to align the three Project Goals concurrently in terms of communication, outreach, meetings, and milestones. As shown on our organization chart in Section 6, our team is comprised of specialists with expertise suited to meeting the tasks stated within the three Project Goals. With Dig Studio managing the process, and team members working collaboratively to address the interrelated nature of the three primary Project Goals and land areas, we believe we can be efficient in managing the process to deliver the desired results through a cohesive process within a guiding document for next steps implementation. Project Meetings and Committees: A project of this complexity with so many interrelated Goals and Objectives and project areas requires engagement from multiple entities and interests. We propose to formulate a small working group of decision makers at the city to ensure efficient and timely decision making, and to respond to shifts in project emphasis areas as changes in market or development opportunities emerge so that the project progression continues forward. This will occur through bi- weekly meetings or calls with the lead City project representatives or a Project Management Team (PMT). We will establish a regularly occurring time for these PMT calls and meetings at the outset of the project. We will also establish with the City of Englewood a clear schedule for the integration of the Steering Committee. We envision this to be two separate groups, one for the Project Goal Areas 1 and 2, the City Center and DDA areas, and a second for Project Goal Area 3 the Industrial Light Rail Station Area. We would also work with you in establishing a Citizens Advisory Committee (CAC) for Goal Areas 1 and 2 and a separate one for Goal Area 3. We would, however, like to explore the idea of either merging the CAC into the broader Community Engagement Public meeting process or suggest that the CAC be integrated into the Steering Committees for project efficiency. We envision that the Steering Committees meet on a monthly basis. We also propose to meet monthly with the Technical Advisory Committee (TAC) made up of various agency representatives including the City, DRCOG and RTD as you feel are appropriate. We envision three (3) General Public Information Sessions and Council Update Sessions which will be determined jointly with the project leadership team. We are flexible in this approach of course and look forward to discussing this Committee structure and process with you in more detail. Project Schedule: We envision that many of the interrelated Primary Goals requested in the RFP will run concurrently in order to inform other project goals and meet your project timeline. Our philosophy at Dig Studio is to always be looking out for our Client’s best interest while also looking ahead on the project schedule so that all tasks run smoothly and efficiently. Project Milestones and Deliverables: Our Project Schedule illustrated in this submission outlines the key project phases, duration and various Committee and Community meetings. We will work with you in confirming the Project Schedule, and will utilize this schedule as a tracking tool to ensure the project is run tightly and efficiently. Monthly Project Reports: We will provide a written Project Progress Memo each month that will identify major work efforts, deliverables, project information requests and key activities for the coming month. PROJECT COMMUNICATIONS PLAN (PCP)Page 62 of 316 Page 63 of 316 16 Our Project Communications Plan, PCP, is made up of 3 key component pieces: Public Engagement and Outreach, Strategic Communications and Public Information. Each piece of this PCP plays a different role related to the three Project Goal Areas, but all are critical to the ultimate success and community support of the project. Public Engagement and Outreach: This component of the PCP will be handled by Dig Studio team members who will develop the flow, content, and engagement tools to be used in these public meeting sessions. Tools that may be utilized could include: • Project progress sessions with Council and at key community locations • Project area game-boarding with LEGO blocks • Issue-focused roundtable discussions • Green Dot/Red Dot visual preference studies • Open house town hall community information sessions • Targeted one-on-one meetings with key land owners or businesses • Project web page on city website with comment section or sticky note tools Strategic Communications: A strategic communications program is a critical part of this project. It will support stakeholders and City leaders as they create a new vision for Downtown Englewood - and the political and economic will to implement it. This communications program will: • Create a name and polished brand identity for the overall project and three (3) Project Goal areas • Create basic templates for presentation slides, fact sheets, etc. • Provide a graphics standards package for community engagement tactics and presentation visuals • Develop an overall communications plan supporting each of the three (3) Project Goals that is consistent with the planned 2020 bond referendum • Assist the planning team and City representatives with overall messaging for each stage of the planning process, identifying emerging issues and recommending a communications response • Supporting community engagement tactics with written public information content for fact sheets, Q & As, project web page, etc. and/or reviewing materials and advise on messaging • Aligning communications strategy and messaging with the planning process for all three (3) Project Goal areas and upcoming engagement activities. Public Information: We envision the Public Information pieces of the project would be handled by the City’s Public Information group. The Dig Studio team will provide project content, but the coordinating and actual placement of information will be done by City staff. This content would include: • Project updates on the City’s website and newsletter(s) • Notification of Steering Committee and Technical Committee meeting dates, times and locations Page 64 of 316 Page 65 of 316 18 PORTELL WORKS Downtown District Planning, Communications and Marketing P: 720-810-3906 www.portellworks.com Portell Works is a consulting firm advancing urban districts, downtowns and development projects. With 25 years of experience on staff and as a consultant for public and private sector firms, Portell Works is your partner on the leadership team to make a great place happen. They are strategic thinkers who can manage the details of bringing a place to life, while never losing sight of their vision. ARLAND LAND USE ECONOMICS Land Use Economics, Market and Financial Feasibility, Fiscal Impact Analysis 1221 Auraria Parkway | Denver CO 80204 P: 720-244-7678 www.arlandllc.com ArLand Land Use Economics is a land use economics and planning consulting firm established in 2005 that provides economic, market and financial feasibility studies, economic benefit, fiscal impact analysis, and implementation plans for economic development and land use policies, land use and transportation plans (including transit-oriented development plans). Its findings and recommendations incorporate public policy considerations, opportunities for public-private partnerships, and an understanding of financial tools available for implementation. They have worked throughout the western United States with a current focus on the Denver metropolitan area. Arland worked in the City of Englewood on the Next Steps Study for the City’s light rail stations. ArLand has grown consistently in revenue, geographic breadth, and focus areas over the past five years. It has addressed demand for housing and commercial services, performed financial feasibility analysis for specific projects and districts, and addressed economic development issues and strategies. PROGRESSIVE URBAN MANAGEMENT ASSOCIATES, INC. (P.U.M.A.) Market Analysis, Real Estate Economics, Downtown Development Planning 1201 East Colfax Ave #201 | Denver, CO 80218 P: 303-997-8754 www.pumaworldhq.com Progressive Urban Management Associates, Inc. (P.U.M.A.), a Denver-based Sub- Chapter S Corporation incorporated in 1989, is a firm with nine professionals that provide expertise in market analysis, real estate economics, urban design, and planning for downtown and community development. We bring experience serving more than 250 clients in 37 states, Canada and the Caribbean. P.U.M.A. brings experience from throughout North America and a track record of success to business improvement district (BID) development. Crafted to fit local legislation, politics and markets, we work with communities to start, renew, expand and consolidate BIDs. We stimulate community engagement through a participatory process of discovery with property owners, merchants, residents and other stakeholders, who guide us as we determine priorities and develop an overall management game plan. OV CONSULTING Transportation, Mobility, Infrastructure Planning 1200 Bannock Street | Denver CO 80204 P: 303-589-5651 www.ovllc.com OV Consulting is a transportation and land use planning firm with offices in Denver and Golden, Colorado. The firm was founded in 2002 and is a Denver area leader in innovative planning and problem solving, specializing in multi- modal and active transportation planning, land use integration and community healthy living practices, policy and programming.Page 66 of 316 STUDIO SEED Land Use and Policy Planning, Opportunity Site Development Scenarios P: 303-884-0962 www.studioseed.org Studio Seed works with communities of all sizes to extract and translate ideas into vision. Once a vision is established, they then work to develop an action plan to make the vision a reality. As planners, their craft is in translation and preparation. First, they listen (community outreach) to the users of a place. Next, they translate (visualization) the needs and desires of a community. Finally, they prepare (action plan) for implementation. Studio Seed’s services include: neighborhood plans, corridor plans, transit- oriented development, opportunity site development scenarios, building prototypes, design guidelines and other design services. SPENCER FANE Legal Services P: 303-839-3708 www.spencerfane.com Spencer Fane counsels municipal and local governmental entities throughout the state of Colorado in all aspects of formation, operation, and dissolution. They help special districts such as metropolitan districts, water and sanitation districts, parks and recreation districts, business improvement districts, fire districts, and other governmental authorities with day-to-day operations, elections, public finance, and statutory compliance so they can build and maintain public improvements and provide efficient services to property owners and constituents. They also counsel developers in the creation of taxing districts to allow the utilization of tax revenue and municipal debt to finance public improvements and provide services to support residential, commercial, and mixed use developments. RESOURCE TEAM In addition to the above teaming partners that are aligned with specific items listed within our project approach, we have also established a resource team from which we can draw depending upon the priorities and shifting needs of the project as it progresses. They include: • Parking Analysis: Walker Parking • Architecture: KTGY • Geotechnical Engineering: Kumar • Civil / Structural Engineering: San Engineering • Environmental: Pinyon EnvironmentalPage 67 of 316 Page 68 of 316 Project Client Services Fee Completion Date New / Repeat Client Littleton Light Rail Station Area Master Plan (PUMA + Dig Studio) City of Littleton / P.U.M.A. Master Planning Urban Design $90,000 August 2016 New Broadway Station Redevelopment Plan and Filing 1 Implementation (Dig Studio) Frontier Renewal / Broadway Station Partners Master Planning Design Guidelines Urban Design Landscape Architecture $638,250 Ongoing Repeat Pena Station NEXT (Dig Studio) Fulenweider / Hensel Phelps Land Planning Design Guidelines Urban Design Landscape Architecture $412,800 Nov. 2017 Repeat Denver Neighborhood Planning Initiative: West Area Plan (Dig Studio / OV) City of Denver Neighborhood Planning Urban Design $350,000 Ongoing Repeat Stapleton Central Park Station (Dig Studio) AECOM / Forest City Stapleton Urban Design Landscape Framework Plan Design Guidelines $335,050 Nov. 2018 Repeat Longmont Downtown Development Plan (PUMA) Longmont Downtown Development Authority DDA Plan of Development $60,000 Dec. 2017 New Denver 5 Points Business District (PUMA) City of Denver / Five Points Business Association BID Formation $50,000 Nov. 2018 New South Sheridan Market Assessment (PUMA) City of Denver Hampden / S Sheridan Strategies $60,000 Active Repeat Team Experience: Project List 21Page 69 of 316 Project Client Services Fee Completion Date New / Repeat Client 40th & Colorado Station Next Steps Study (OV) City & County of Denver Project management, planning, community & stakeholder engagement, technical coordination with CCD Public Works $200,000.00 Jan 2017 Repeat University & Colorado Multi-Station Mobility Study & Next Steps Study (OV, Arland) Transportation Solutions & City & County of Denver Project management, transportation planning, mobility options, community & stakeholder engagement $168,110.00 Sep 2017 Repeat National Western Center Parking & TDM Master Plan (OV) City & County of Denver Led transportation components of design, mobility strategies, shuttle systems, active transportation $56,500.00 Nov 2017 Repeat National Western Center Campus Placemaking Study (OV) City & County of Denver Led transportation components of design, mobility strategies, shuttle systems, active transportation $380,235.00 Jun-19 Repeat Englewood Bicycle Facility Planning & Design: Clarkson, Dartmouth & Oxford (OV) City of Englewood Bicycle facility and traffic signal planning & design $50,000.00 Current Repeat 41st & Fox Station Next Steps Study (OV) City & County of Denver Project management, planning, multimodal mobility, concept design, TDM & land use, community & stakeholder engagements $350,000.00 Current Repeat Downtown Development Authority Initiative (Portell Works) City of Englewood Research, case studies, written report, strategic communications $23,150 July 2019 Repeat 22Page 70 of 316 Project Client Services Fee Completion Date New / Repeat Client Boulevard One (Portell Works) Lowry Redevelopment Authority Branding, strategic communications, public art/mobility, project management $137,507 Dec. 2019 Repeat Colfax Mayfair Business Improvement District (Portell Works) Colfax Mayfair Business Improvement District Executive Director Services: administration, placemaking, economic development, marketing/public relations, safety, advocacy $136,475 ongoing Repeat I-25 Broadway Station Area Plan (Arland) City of Denver Economic Study $25,000 January 2016 Repeat Civic Center Station Area Plan (Arland) RTD Economic Study $15,000 February 2016 Repeat RTD TOD Dept. Assessment (Arland) RTD TOD Case Studies $15,000 February 2016 Repeat 112th Avenue TOD (Arland) City of Thornton / Northglen Economic Study $15,000 May 2017 Repeat Eastlake Subarea Plan (Arland) City of Thornton Economic Study $20,000 Feb. 2017 Repeat 6th and Sheridan Area Study (Arland) City of Lakewood Economic Study and Land Plan $15,000 Oct. 2016 Repeat 23Page 71 of 316 Project Client Services Fee Completion Date New / Repeat Client Northwest Superior Subarea Plan (StudioSeed) Town of Superior Scenario planning for TOD redevelopment and infill of 90’s strip retail center and Flatiron Flyer BRT station $27,000 May 2019 New East and East Central Neighborhood Planning Initiative (StudioSeed / PUMA) City and County of Denver Land use and TOD Planning for 10 east Denver neighborhoods. A major focus is zoning strategies and amendments to make adaptive reuse easier and encourage community benefits in new development. $1.4M Feb. 2020 Repeat Marymoor Village TOD Design Guidelines (StudioSeed) City of Redmond, WA Stakeholder engagement, workshops and development of design guidelines for a future TOD in Redmond, WA. The site is currently industrial uses and the vision is to allow for incremental transformation. $18,000 Sept. 2019 New 24Page 72 of 316 Page 73 of 316 Page 74 of 316 Page 75 of 316 Page 76 of 316 Page 77 of 316 Page 78 of 316 Page 79 of 316 Page 80 of 316 Page 81 of 316 Page 82 of 316 35 Staff Profile: Key Personnel Dig Studio will serve as the Prime Consultant and lead and manage the overall 2020 Englewood Light Rail Corridor and Urban Center Next Step Study. Specific Dig Studio tasks include leading the redevelopment / land use planning, establishing the framework and vision, open space and placemaking, project outreach, graphics and project team coordination. Bill Vitek will serve as Principal in Charge, and Ryan Sotirakis will serve as Project Manager, and are supported by our Denver office that includes 20 planning, urban design and landscape architecture professionals. Dig Studio team is supported by consulting partners who bring strength and experience with past planning efforts with the City of Englewood, thereby providing efficiency and background understanding to your project so that we hit the ground running. The following are brief bios of the key personnel who will be leading the tasks in their respective disciplines on behalf of the team. Full resumes are included in our Appendix. Bill Vitek, Principal-in-Charge: Planning and Urban Design 35 years experience, 7 years with Dig Studio Bill is a strategic thinker who tackles complex design and planning problems with creativity and passion. He brings over 35 years of knowledge and strategic thinking in urban design, land planning, and landscape architecture to focus on creating lasting projects and healthy sustainable communities. Bill’s ‘big idea’ approach ensures that each project is unique, grounded in its context, sensitive to people’s needs and responsive to clients’ budgets. Key to his success has been the care and personal attention he provides clients, leading to long-term, multi-project relationships. Representative Projects: • Broadway Station, Broadway Station Partners, Denver, CO • Littleton Mineral Station Area Master Plan, City of Littleton, Littleton, CO • Pena Station A-Line, LC Fulenweider Inc., Denver, CO • Central Park Station Public Realm and Plaza, Forest City Stapleton, Denver, CO • Lincoln Station, Westfield Development, Centennial, CO • Bloomington Central Station, McGough Development, Bloomington, MN Ryan Sotirakis, Project Manager: Planning and Urban Design 10 years experience, 5 years with Dig Studio Ryan is passionate about urban places and their ability to connect people to the local landscape and to each other in meaningful ways. From neighborhood plans to large urban interventions, his work reflects a desire to collaborate, innovate, and create value for communities in which he works. His interest is fueled in the intersection of place, movement, economics, and experience. Representative Projects: • Broadway Station, Urban Century Capital Partners, Denver, CO • Stapleton Central Park Station, Forest City Stapleton, Denver, CO • Littleton Mineral Station Area Plan, City of Littleton, Littleton, CO • New Mexico Rail Runner Express Station Area Plans, Mid-Region Council of Governments, Albuquerque, NM Brad Segal: Real Estate Economics, Community Development Finance Brad Segal, who founded P.U.M.A. in 1993, has more than 30 years of experience in downtown management and community development as both a practitioner and consultant. A self-proclaimed “urban therapist,” Brad is one of the nation’s leading authorities on downtown trends and issues, reinventing downtown management organizations, forming business improvement districts and pioneering efforts to create healthy communities. Representative Projects: • Building consensus and forming business improvement districts in Santa Monica, CA; Cleveland, OH; Oklahoma City, OK; San Antonio, TX; and Boulder, CO • Directing the public process and developing market-based downtown plans in Grand Rapids, MI; Evansville, IN; San Diego, CA; Reno, NV; and Greeley, CO • Creating strategic plans to guide center city public/private partnerships in Colorado Springs, CO; Washington, DC; Pasadena, CA; Norfolk, VA; and Nassau, Bahamas • Designing and implementing community-based economic development strategies for New Haven, CT; Wailuku, HI; Lincoln, NE; Milwaukee, WI; and Denver, COPage 83 of 316 36 use densification, multi-modal mobility, healthy communities planning and livable community design. Beth has a unique ability to coordinate technical project needs and local community concerns and has an extensive background working with Denver neighborhoods. Beth continues to lead complicated urban planning and infrastructure studies throughout the Denver area, bringing a unique ability to communicate with Denver communities throughout the process. Representative Projects: • 41st & Fox Next Steps Study, Denver CO • National Western Center Placemaking Study Mobility Plan, Denver CO • University & Colorado Multi-Station Mobility Plan, Denver CO Chris Vogelsang, PE: Traffic Engineer, Parking Analysis, Transportation Demand Management Chris Vogelsang, PE, is a Traffic Engineer with more than twenty years of experience in the transportation field including specific areas of expertise in bicycle and pedestrian facilities planning and design, traffic operational assessment, parking demand estimation and analysis, micro simulation of surface street traffic, and transit operational planning and design. His approach to successfully completing projects is to bring innovative multi-modal planning, traffic engineering and feasible implementation together in the development of complete streets and related projects relevant to each project and community. Representative Projects: • National Western Center Placemaking Study Mobility Plan, Denver CO • National Western Center Transportation Demand Management and Parking Study • University and Colorado Stations Mobility Study • 40th & Colorado Next Steps Max Lubarsky, AICP: Multi-modal Transportation, Data Analytics and GIS Max is an urban planner with expertise in urban design, multi-modal transportation, data analytics and GIS, and visual imagery. Max has a unique ability to translate complex, technical information into clear and understandable concepts, create engaging visual resources and develop innovative community involvement strategies designed to create better neighborhoods, corridors and places. Representative Projects: • University and Colorado Stations Mobility Study, Denver CO Cole E. Judge: Market Research & Analysis, Economic Development, BID Formation As a senior associate with Progressive Urban Management Associates, Cole Judge provides market research, economic analysis, strategic planning and community engagement support for P.U.M.A.’s projects. She leads the firm’s original research in the areas of downtown and community development. Representative Projects: • IDA Place Management Benchmarking Programming and Vitality Index, National • ‘Open for Business’ Campaign, Fresno, CA • IDA Value of US Downtowns Project, National Hilarie Portell: Brand Identity, Placemaking, Marketing, and Economic Development Hilarie Portell is the principal of Portell Works, a consulting firm advancing urban districts, downtowns and development projects. With nearly 25 years of experience on staff and as a consultant for public and private sector firms, Portell has worked on a variety of complex projects requiring a versatile skill set. Portell works with community and economic development organizations and their private sector partners, helping them define their vision to inform brand identity, placemaking, economic development strategies and marketing. She works with integrated teams to bring a plan to life, creating momentum and support throughout the process. Representative Projects: • Lowry Redevelopment Authority • Colfax Mayfair District BID • Boulevard One at Lowry, Denver, CO Beth Vogelsang, AICP: Transportation Planning, Connectivity Planning Beth is a transportation and land use planner with over twenty years of experience in land use planning, connectivity planning, and stakeholder/ community outreach and consensus building. Beth has worked extensively throughout Colorado and in the Denver metro area addressing synergistic land Page 84 of 316 37 • 40th & Colorado Next Steps, Denver CO • North Metro Industrial Area Connectivity Study, Denver CO Arleen Taniwaki: Market and Feasibility Analysis, Financing Strategies Arleen Taniwaki is a land use economist and planner with extensive experience in market-based land use economics, city planning, economic analysis, real estate development, finance, and transportation planning. Arleen provides economic, market and financial feasibility studies, economic benefit, fiscal impact analysis, and implementation plans for land use plans (including sub-area, comprehensive plans, regional planning efforts), TOD, and transportation plans. Her findings and recommendations incorporate public policy considerations, opportunities for public-private partnerships, and an understanding of financial tools available for implementation. Representative Projects: • Englewood Next Steps Study: Englewood, CO • I-25 Broadway Station Area Plan: Denver, CO • Federal-Decatur Station Area Plan: Denver, CO Cheney Bostic, AICP: Land Use and Policy Planning, Opportunity Site Development Scenarios Cheney is a professional consultant with 15 years experience in the fields of architecture, urban design and planning. Cheney works with communities of all sizes - from visioning “big ideas” to implementing complex projects. Her passion lies in urban infill projects that respond to an existing context, corridor projects that seek to transform over time, and transit-oriented development projects that add value to underutilized land. An overarching goal in all of Cheney’s projects is a desire to increase quality of life for residents and inspire action. Cheney specializes in pre-design concept generation, land use studies, building typologies, master plans, neighborhood plans, corridor plans, and design guidelines. Representative Projects: • Marymoor Village TOD Plan and Design Guidelines, Redmond, WA • East End Action Plan, Idaho Springs, CO • Northwest Superior Subarea Plan, Superior, CO Tom George, Attorney at Law: Legal Review and Consulting Tom George counsels municipal and local governmental entities throughout the state of Colorado in all aspects of formation, operation, and dissolution. He helps existing special districts such as metropolitan districts, water and sanitation districts, parks and recreation districts, business improvement districts, fire districts, and other governmental authorities with day-to-day operations, elections, public finance, and statutory compliance so they can build and maintain public improvements and provide efficient services to property owners and constituents. Tom also counsels clients in the creation of taxing districts to allow the utilization of tax revenue and public finance to finance public improvements and provide services to support residential, commercial, and mixed use developments.Page 85 of 316 38 d Capacity to Perform7A. CURRENT FINANCIAL STRENGTH Dig Studio is an ‘S’ Corporation registered in the State of Colorado. We have consistently been profitable throughout the entire history of the firm. We have no outstanding liens or debts and have good credit standing with our financial institution. We are a Woman Owned corporation and certified WBE / WBE / DBE firm with the City and County of Denver, RTD and CDOT. Our ownership interests are privately held by seven of our firm’s principals. Our broad ownership structure means that our leadership group is invested in the reputation, product, and ongoing success of the firm. B. WORK COMMITMENTS This project fits perfectly into other projected backlog for the project leadership team, Bill Vitek and Ryan Sotirakis. Their backlog is currently committed on one project that would run concurrently during the Englewood project, and will average 25-30% of their workload during that period. Station area planning and redevelopment planning have long been core practice areas of Dig Studio, and we stand committed to providing our continuous, hands-on leadership over the full 1-year duration of the project. C. SUBCONSULTANT RESOURCES Dig Studio is partnering with a small group of consulting partners who offer specialized skills required for the success of this planning effort. Most bring past experience on projects and planning studies in the Englewood project study area that will allow us to hit the ground running. This background also provides a familiarity of project stakeholders so that we can be effective in our project outreach efforts. We have worked with all of our subconsultant team partners previously and can personally attest to their capabilities and commitment to The City of Englewood and this Urban Center Next Step Study. We collectively as a team want to see success through this redevelopment planning process to usher in the next era of the Englewood City Center. D. PROJECT CANCELLATIONS / TERMINATIONS Dig Studio has had no projects which have been canceled or terminated for cause in the past seven years, and has not been involved in any legal, mediation, or administrative proceedings related to our projects. We are proud to have a solid track record of performance and very high client satisfaction on our project results, as evidenced by repeat clients, additional services, and supportive client references. Reference8DIG STUDIO Stapleton Central Park Station Landscape framework plan and design guidelines for a 48-acre high density development on one of the last remaining development parcels at Stapleton. Jim Chrisman, Senior Vice President Brookfield Properties 303-382-1800 James.Chrisman@brookfieldpropertiesdevelopment.com Broadway Station Master plan; parks, streets and open space designs; collaborated with multiple consultants and City agencies on the Urban Design Standards and Guidelines, the Infrastructure Master Plan, and the TEPs for the various Filings within the project. Lisa Ingle Broadway Station Metro District Denver CO 80202 303-475-2663 lingle@broadwaystation.com Highlands Ranch Town Center Land-use alternatives for a strategically located, 80-acre, infill site providing a range of land use and density, transportation and traffic connection options. Peter Culshaw Shea Properties 303.773.1700 peter.culshaw@sheaproperties.com City of Denver - various project including Central Park Station and The Square on 21st Various: Public realm plan, station area plan and design guidelines, public realm design, streetscape, programming and pilot projects Chris Nevitt City of Denver Transit Oriented Development Manager 720.865.2871 chris.nevitt@denvergov.org Page 86 of 316 39 References P.U.M.A. Englewood Downtown & Medial Districts public Improvement Financing Plan Darren Hollingsworth Economic Development Manager City of Englewood 303.762.2599 ecodev@englewoodgov.org Charter and Statutory Special Districts - Denver and the State of CO Andrew Johnston Manager of Financial Development Department of Finance City and County of Denver 720.913.9372 Andrew.Johnston@denvergov.org OV CONSULTING Englewood Walk & Wheel Master Plan City of Englewood John Voboril 303.783.6820 jvoboril@englewoodgov.org 40th & Colorado Station Next Steps Study City & County of Denver Karen Good 720.865.3162 Karen.Good@denvergov.org University & Colorado Multi-Station Mobility Study & Next Steps Study Transportation Solutions Stuart Anderson, Executive Director 303.377.7086 Stuart@transolutions.org Page 87 of 316 40 Portell Works Studio Seed Spencer Fane Senior Principal Planner / Landscape III Landscape Designer President Senior Associate Principal Principal Project Manager GIS/Data Analysis/Desi gn Principal Economist GIS/Database Analyst Principal Partner Task Totals Bill Vitek Ryan Sotirakis TBD Brad Segal Cole Judge Hilarie Portell Beth Vogelsang Chris Vogelsang Max Lubarsky Arleen Taniwaki TBD Cheney Bostic Tom George Position Rate $175.00 $105.00 $85.00 $215.00 $150.00 $175.00 $175.00 $175.00 $110.00 $170.00 $140.00 $115.00 $350.00 Proj 58 40 Pr 8 24 25 R prepare summary 4 24 70 88 0 0 0 25 0 0 0 0 0 0 0 183 $12,250 $9,240 $0 $0 $0 $4,375 $0 $0 $0 $0 $0 $0 $0 $25,865.00 Total Fee per Consultant $4,375 $0 $0 $25,865.00 48 112 28 18 42 12 12 20 48 112 28 18 42 0 12 12 20 0 0 0 292 $8,400 $11,760 $2,380 $3,870 $6,300 $0 $2,100 $2,100 $2,200 $0 $0 $0 $39,110.00 Total Fee per Consultant $39,110.00 Structured parking solutions/costs 3 8 12 15 Englewood Parkway extensions 4 16 16 4 8 20 Piazza redesign 8 16 16 Redesign/retrofit of Piazza retail spaces 2 6 8 Little Dry Creek tunnel 4 16 16 Englewood Rail Trail & Ped bridges 7 8 12 8 16 Pedestrian bridge over Santa Fe Drive 7 16 16 8 16 Light Rail Station platform enhancements 3 10 12 38 96 108 0 0 0 4 39 52 0 0 0 337 $6,650 $10,080 $9,180 $0 $0 $0 $700 $6,825 $5,720 $0 $0 $0 $39,155.00 Total Fee per Consultant $0 $0 $0 $0 $39,155.00 Project Orientation / Start-up 10 10 8.5 Working Groups / Steering Committee 25 25 41 Online Survey 5 20 8.5 Market Opportunity Assessment (refinements)10 20 12 14 25 25 42 8 8 24 16 48 32 35 60 28.5 8 8 32 24 8 14 Council Presentations 15 14 28 62 32 125 160 143 16 16 56 24 8 0 14 $4,900 $6,510 $2,720 $26,875 $24,000 $24,938 $2,800 $2,800 $6,160 $4,080 $1,120 $0 $4,900 Total Fee per Consultant $24,938 $0 $4,900 $111,802.50 Case study research and previous plan review 4 24 4 Existing physical conditions 8 36 40 Existing economic market conditions Ownership mapping 4 8 16 Land use mapping 4 8 40 Employment patterns Market readiness/real estate development feasibility 2 2 6 3 8 Market demand forecast timeline 6 3 Fiscal development impacts Interactive meetings (3)6 9 12 Market assessment (included above) Framework vision plan 4 12 24 4 Land use modifications 2 8 4 Regulatory framework rezoning & overlay zoning 60 6 Streetscape, mobility, parking & traffic 2 8 12 12 30 Phasing & quick wins 2 8 8 16 Financing Branding & marketing (included in PCP) Site specific development pro formas 40 36 115 120 0 0 0 12 12 30 52 6 108 6 497 $6,300 $12,075 $10,200 $0 $0 $0 $2,100 $2,100 $3,300 $8,840 $840 $12,420 $2,100 $60,275.00 Total Fee per Consultant $0 $12,420 $2,100 $60,275.00 172 361 260 125 160 168 32 67 138 76 14 108 20 1701 $30,100 $37,905 $22,100 $26,875 $24,000 $29,313 $5,600 $11,725 $15,180 $12,920 $1,960 $12,420 $7,000 $237,098 168 108 20 1701 $29,313 $12,420 $7,000 $ 237,097.50 $14,880 TOTAL PROJECT HOURS PER CONSULTANT TOTAL PROJECT FEE PER CONSULTANT 793 $90,105 285 $50,875 $0 Subtotal Fee (cross-check) Subtotal Hours (cross-check) 1. Engagement & Market Evaluation $25,910 $0 $13,245 $22,540 $10,170 237 $32,505 90Project Mgmt & Project Comm PlansTask Total Hours Rate * Task Total Hours = roject Managem Goal 3: Industrial Light Rail Corridor Station Area Plan RefinementTask Total Hours Rate * Task Total Hours = Industrial Light Rail Corridor Station Area Master Plan 1. Industrial Light Rail Corridor Development Evaluation & Vision Refinement 2. Refined Industrial Light Rail Corridor Development PlanGoal 2: Englewood Downtown Development Authority Evaluation & FormationTask Total Hours Rate * Task Total Hours = 2. Synthesis & Plan of DevelopmentGoal 1: City Center Redevelopment Site Planning & PredeveloOption B Total Hours Downtown Development Authority Rate * Task Total Hours = Option A Total Hours ArlandOV ConsultingDig Studio PUMA $21,490 $0 $0 Rate * Task Total Hours = t Option B - Master Property Developer Selected: Additional Detailed Site Studies & Design Tasks Englewood Light an Next $5,200 $9,680 $6,400 $14,130 $50,875 $11,760 $28,575 $0 $7,500 roperty Developer TBD: Pre- & Due Diligence Tasks entification & prioritization of due diligence items •Communication with RTD re: concepts for 910 parking spaces per IGA •Evaluation of optimal real estate uses on all parcels •Identify likely amendments to current PUD zoning per current ECR agreement •Consideration of alternate approaches & shared financing for parking structures •Available utility capacity & improving capacity •Evaluation of legal implications on properties per current ECR •Possible reconfiguration of bus turnaround •General definition of financing benefits re: opportunity zones •Outlining of design guidelines & signage program Plan Development / Drafts •Final vision elements •Final framework plan •Identification of impediments to investment •Financial analysis on TIF & mill levy options •Final boundaries for DDA •Plan of Development including: Strategic program initiatives Transformative projects •Quick wins •Operating parameters for DDA •2-3 site specific devleopment pro formas Community Workshops •Vision elements & core values •Framework of key concepts & improvements •Identification of development opportunities •Master Plan document Schedu mmary9 Page 88 of 316 Page 89 of 316 42 ix: Team R11 Page 90 of 316 Page 91 of 316 Page 92 of 316 Page 93 of 316 OV Consulting Beth Vogelsang, AICP | OV Consulting | 1200 Bannock Street, Denver, CO 80204 | 303.589.5651 Beth Vogelsang, AICP | Principal Beth Vogelsang, AICP is the Owner and Principal Planner of OV Consulting in Denver, Colorado. Beth is a transportation and land use planner with over twenty years of experience in land use planning, connectivity planning, and stakeholder/ community outreach and consensus building. Beth has worked extensively throughout Colorado and in the Denver metro area addressing synergistic land use densification, multi- modal mobility, healthy communities planning and livable community design. Beth has a unique ability to coordinate technical project needs and local community concerns and has an extensive background working with Denver neighborhoods. She is currently managing the CCD Public Works 41st & Fox Next Steps Study and the Planning Manager for the CCD Community Planning and Development Neighborhood Planning Initiative East Area Plan. She recently completed the CCD Public Works Globeville Stormwater Systems Study; led mobility planning for the National Western Center Placemaking Study; and served as Project Manager of the University & Colorado Multi- Station Mobility Plan, and Upper Montclair Stormwater Systems Study. Beth continues to lead complicated urban planning and infrastructure studies throughout the Denver area, bringing a unique ability to communicate with Denver communities throughout the process. Related Project Experience Project Manager | 41st & Fox Next Steps Study | City and County of Denver | 2019-present Project Manager | Globeville Stormwater Systems Study | City and County of Denver | 2017-2019 Planning Manager | Neighborhood Planning Initiative (NPI) East Area Plan | City and County of Denver | 2018- present Project Manager | Upper Montclair Basin Resiliency Study & Hale Parkway Concept Design | City and County of Denver | 2016-2019 Connectivity Lead | Washington Street Study | City and County of Denver | 2017-2018 Mobility & Connectivity Planning Lead | National Western Center Placemaking | City and County of Denver | 2017-2019 Stakeholder & Connectivity Lead | National Western Parking & TDM Study | City and County of Denver | 2017 Land Use Manager | North Metro Industrial Area Connectivity Study (NMIACS) | Commerce City, City and County of Denver & Adams County | 2017-2018 Project Manager | University & Colorado Multi-Station Mobility Plan | City and County of Denver and Transportation Solutions | 2016-2017 Project Manager | 40th & Colorado Station Area Next Steps Study | City and County of Denver, CO | 2015- 2016 Public Involvement Lead and Connectivity Planner | Broadway and I-25 Station Area Master Plan | City and County of Denver, CO | 2015 Transit Planner | RTD Civic Center Station Transit District Plan | Denver, CO | 2015. Project Manager | Jefferson County Active Living Coalition | Jefferson County, CO | 2016 Community Health and Connectivity Lead | Sheridan Station 20-min Neighborhood Study | City of Denver/City of Lakewood, CO | 2013-2014 Education Master of City Planning, San Diego State University, 1993 Bachelor of Arts in Political Science, University of Colorado at Boulder, 1988 Professional Registrations/Affiliations American Institute of Certified Planners AICP American Planning Association Urban Land Use Institute – Building Healthy Places Women’s Transportation Seminar ______________________ Years of Experience: 20+ OV Consulting Chris Vogelsang, PE | OV Consulting LLC | 1200 Bannock Street Denver, CO 80204 | 303.589.5651 Chris Vogelsang, PE | Project Manager Chris Vogelsang, PE, is a Traffic Engineer with more than twenty years of experience in the transportation field including specific areas of expertise in bicycle and pedestrian facilities planning and design, traffic operational assessment, parking demand estimation and analysis, micro simulation of surface street traffic, and transit operational planning and design. He is a leader in his field and has served as the consultant Project Manager or Design Lead on numerous area projects including the National Western Center Placemaking Project, the City and County of Denver 2013-2017 Bicycle Facility Design and Implementation Program, Brighton Boulevard Corridor Preliminary Design and Final Design, National Western Center Transportation Demand Management and Parking Study, University and Colorado Stations Mobility Study, 40th & Colorado Next Steps and the FHWA Sponsored Bicycle Traffic Signal Research Study, among others. His approach to successfully completing these projects is to bring innovative multi-modal planning, traffic engineering and feasible implementation together in the development of complete streets and related projects relevant to each project and community. Related Work Experience Transportation Lead |National Western Center Placemaking | City and County of Denver, CO | 2017-2019 Traffic and Transportation Lead| 41st & Fox Next Steps Study | City and County of Denver | 2019-present Multimodal Transportation Design Lead| Bicycle Facility Design and Implementation| 2018-2019 Transportation Mobility Lead | University & Colorado Multi-Station Plan and Mobility Study | City and County of Denver and Transportation Solutions | 2016-2017 Multi-Modal Lead and Design Engineer | Capital Improvement Program - Bicycle Facility Design and Implementation | City and County of Denver, CO | 2013-2017 Project Manager | Walk and Wheel Master Plan | City of Englewood, CO | 2014-2015 Multi-Modal Lead | Hamden/Havana Multi-Use Path Design | City and County of Denver, CO | 2016 Design Engineer | CDOT Region 3 ADA Curb Ramp Update Program | Grand Junction and Delta, CO | 2018 Transportation Mobility Lead | 40th & Colorado Station Area Next Steps Study | City and County of Denver, CO | 2015-2016 Lead Traffic Engineer | Brighton Boulevard Preliminary and Final Design | City and County of Denver, CO | 2013-2016 Project Manager | National Western Center Parking Study and Assessment| City and County of Denver| 2015/2016 11th Ave Roadway Operational Modifications | Denver, CO | 2015 Education Bachelor of Civil Engineering, University of Minnesota, 1994 Professional Registrations/Affiliations Registered PE in the States of Colorado (43421) and California (59300) 46Page 94 of 316 OV Consulting Max Lubarsky, AICP | OV Consulting | 1200 Bannock Street, Denver, CO 80204 | 303.589.5651 Max Lubarsky, AICP | GIS/Data Analysis/Design Max is an urban planner with expertise in urban design, multi-modal transportation, data analytics and GIS, and visual imagery. Max has a unique ability to translate complex, technical information into clear and understandable concepts, create engaging visual resources and develop innovative community involvement strategies designed to create better neighborhoods, corridors and places. He has worked on several recent major projects in the Denver area, including the North Metro Industrial Area Connectivity Study, Colorado and University Multi- Station Mobility Study and Next Steps Study, 40th and Colorado Next Steps Study and Upper Montclair Stormwater Systems Study. Recently, his planning work and consensus building efforts on the Colorado and University Multi-Station Plan supported specific project funding identified through Denver’s 2017 General Obligation Bond. Max is currently Deputy Project Manager for the City and County of Denver Hale Parkway Concept Design. Related Project Experience Deputy Project Manager | 41st & Fox Next Steps Study | City and County of Denver, CO | 2019 Deputy Project Manager | Hale Parkway Concept Design | City and County of Denver, CO | 2018-present Project Planner | Sign Manual | City and County of Denver Parks and Recreation Department, Denver CO | 2017-2019 CAD Technician | Bicycle Facility Design| City of Englewood | 2016-Present Project Planner | Colorado and University Multi Station Plan and Mobility Study & Next Steps| Transportation Solutions | 2016-2017 Education Bachelor of Arts, History and American Studies, Washington University in St. Louis, 2009 Master of Science, Urban and Regional Planning, University of Colorado – Denver, 2016 Work History OV Consulting (2016-present) Five Points Geoplanning-GIS Analyst: 2015-2016 Biography Hilarie Portell is the principal of Portell Works a consulting firm advancing urban districts downtowns and development projects. With nearly 25 years of experience on staff and as a consultant for public and private sector firms Portell has worked on a variety of complex projects requiring a versatile skill set. Portell works with community and economic development organizations and their private sector partners helping them define their vision to inform brand identity placemaking economic development strategies and marketing. She works with integrated teams to bring a plan to life creating momentum and support throughout the process. Portell serves on the executive team of the Lowry Redevelopment Authority for the 70-acre mixed-use Boulevard One project leading marketing mobility and public art programs. As Executive Director of the Colfax Mayfair Business Improvement District she leads economic development placemaking public safety and advocacy initiatives as Denver s iconic main street is transformed into a mixed-use transit enriched community corridor. Current and recent clients include Boulder Housing Partners Brighton Urban Renewal Authority Brookfield Commercial Properties the City of Englewood and Gorman & Company. Portell has a bachelor s degree in political science from the University of Utah and a master s degree in public administration from the University of Colorado at Denver. She s active in the Urban Land Institute International Downtown Association and Downtown Colorado Inc. and serves on the boards of All In Denver the Denver Streets Partnership and Transportation Solutions. Industry speaking includes presentations on special district formation downtown/district marketing placemaking and equity in transportation. ### 47Page 95 of 316 Page 96 of 316 Tom George Spencer Fane LLP, 1700 Lincoln Street, Suite 2000; Denver, CO 80203 tgeorge@spencerfane.com; 303-859-0883 PROFESSIONAL EXPERIENCE Spencer Fane LLP, Partner, Denver, CO 2016-present  Serve as general counsel and special counsel to local governments, special districts and authorities, providing legal counsel regarding statutory compliance, financing, construction, operation and maintenance of public infrastructure, and the provision of public services.  Counsel private entities and developers on the organization of and cooperation with local governmental entities to facilitate the financing and construction of public infrastructure.  Counsel clients on various water rights, water conservation and environmental matters including National Environmental Policy Act (NEPA) compliance and litigation. Colorado Attorney General’s Office, Assistant Attorney General, Denver, CO 2013-2016  Natural Resources & Environment Section: Federal & Interstate Water, Water Resources, and Water Conservation Units.  Advised the Division of Water Resources (State Engineer’s Office), Colorado Water Conservation Board, and Colorado’s Commissioner to the Upper Colorado River Commission on state and federal water and environmental policy issues and litigation. Ryley Carlock & Applewhite, P.C., Associate Attorney, Denver, CO 2011-13  Represented municipalities, water and sanitation districts, and private landowners in water resource planning, policy, and litigation. Grimshaw & Harring, P.C., Associate Attorney, Denver, CO 2009-11  Provided general counsel support to governmental entities on issues related to statutory compliance, elections, public finance, proposed legislation, and general operations. U.S. Department of the Interior, Office of the Solicitor, Legal Intern, Washington, DC 2007  Assisted Solicitor in research and writing related to national energy policy, ESA, NEPA, federal offshore minerals leasing and royalties, and other federal land issues. The White House, Presidential Personnel Office, White House Intern, Washington, DC 2005  Researched candidates and conducted initial interviews for presidential appointments across federal agencies in the general areas of human, natural, and cultural resources. Colorado General Assembly, Senate Aide 2004  Coordinated office operations, legislative research, and constituent correspondence. EDUCATION J.D., University of Arizona, Rogers College of Law, Tucson, AZ 2009  Articles Editor, Journal of Int’l & Comp. Law; NAAC Moot Court; Student Bar Assoc. B.A., Economics, University of Colorado at Boulder, Boulder, CO 2005  Boettcher Scholar; Phi Beta Kappa; Presidents Leadership Class; Pi Kappa Phi Fraternity. RECENT COMMUNITY SERVICE Chair, Boettcher Scholar Alumni Board; Jefferson County Community Development Advisory Board; YMCA Youth Basketball Coach; CU Boulder Alumni Association Board of Directors. 49Page 97 of 316 Page 98 of 316 CITY OF ENGLEWOOD, COLORADO REQUEST FOR PROPOSALS 2020 ENGLEWOOD LIGHT RAIL CORRIDOR AND URBAN CENTER NEXT STEP STUDY AUGUST 7, 2019 RFP–19‐044 City of Englewood 1000 Englewood Parkway Englewood, CO 80110 Page 99 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 1 TABLE OF CONTENTS REQUEST FOR PROPOSALS…………………………………………………………………………………………………………………………... 2 PROJECT DESCRIPTION…………………………………………………………………………………………………………………………….. 2 TERM………………………………………………………………………………………………………………………………………………………..2 BACKGROUND…………………………………………………………………………………………………………………………………………..2 TEAMING INFORMATION………………………………………………………………………………………………………………………….4 SCOPE OF SERVICES OVERVIEW AND OUTLINE………………………………………………………………………………………….5 A. PROJECT TASKS AND DELIVERABLES PERTAINING TO ALL THREE PROJECT GOALS………………………………..6 B. CITYCENTER AREA REDEVELOPMENT SITE PLANNING AND PREDEVELOPMENT (PROJECT GOAL 1)…….…7 C. DOWNTOWN DEVELOPMENT AUTHORITY EVALUATION AND FORMATION (PROJECT GOAL 2)………….…9 D. TOD OVERLAY ZONE EXPLORATION FOR ENGLEWOOD LIGHT RAIL CORRIDOR (PROJECT GOAL 3)……...11 RFP SUBMITTAL INFORMATION……………………………………………………………………………………………………………………13 RFP SUBMITTAL CONTENT……………………………………………………………………………………………………………………………15 RFP EVALUATION CRITERIA, NEXT STEPS AND CONTRACTING SCHEDULE……………………………………………………..17 PROPOSAL COMPLIANCE CHECKLIST FORM (TO BE INCLUDED WITH THE RFP SUBMITTAL)...………………………..18 ACKNOWLEDGEMENT REGARDING REQUIRED ENGLEWOOD CITY COUNCIL APPROVAL OF THE PROJECT‐RELATED GRANT AGREEMENT BETWEEN THE CITY AND CDOT………………………………..…. 19 EXHIBIT A: ENGLEWOOD CITYCENTER SITE PLAN….……………………………………..................................................20 EXHIBIT B: PROJECT AREA MAP…………………………………………………………………..................................................21 EXHIBIT C: ENGLEWOOD COMMUNITY AND PLANNING BACKGROUND…………………………..............................22 EXHIBIT D: CITY OF ENGLEWOOD SAMPLE PROFESSIONAL SERVICES AGREEMENT………………………………………27 Page 100 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 2 REQUEST FOR PROPOSALS 2020 ENGLEWOOD LIGHT RAIL CORRIDOR AND URBAN CENTER NEXT STEP STUDY PROJECT DESCRIPTION As detailed in this Request for Proposals (RFP), the City of Englewood, Colorado (City) is seeking a consultant or consultant team (Consultant) to provide the professional services needed to undertake and complete the 2020 Englewood Light Rail Corridor and Urban Center Next Step Study (Project). The Project is a local planning project awarded regional Transportation Improvement Program (TIP) funding allocated for Station Area Master Planning and Urban Center Study (STAMP/UC) planning through the Denver Regional Council of Governments (DRCOG) with matching funds from the City of Englewood. The Colorado Department of Transportation (CDOT) is the grant administrator and will work closely with City staff as part of this project team for this Project. The total budget for the Project is $241,575. The 2020 Englewood Light Rail Corridor and Urban Center Next Step Study (Project) will build upon two prior Englewood STAMP/UC grant projects to now bring a “real world implementation focus” to three related catalytic Project goals. These three primary Project goals include: 1. Planning and related predevelopment implementation tasks needed to facilitate the redevelopment of approximately 27 acres of the original 55‐acre CityCenter transit‐oriented development which opened in 2000 (see Exhibit A, Englewood CityCenter Site Plan), 2. Evaluation and formation tasks pertaining to the establishment of a Downtown Development Authority (DDA) for the Englewood Urban Center, including the CityCenter area, Historic Downtown area and the Hospital District area (see Exhibit B, DDA Study Area Map), and 3. Refinement of the original vision for the industrial portions of the Englewood Light Rail Corridor, through a development feasibility and infrastructure needs analysis process, and the development of a new zoning framework that may include a combination of base rezoning (Hampden Avenue south frontage) and TOD overlay zoning to guide the orderly transition to more mixed‐use, transit‐oriented development in the context of anticipated market‐driven redevelopment forces. Together, these three primary Project goals will assist the City of Englewood with its priority efforts to catalyze the revitalization, reinvention and redevelopment of the City in ways which allow it to remain competitive in the metropolitan market and to deliver optimum value for its residents, employers, retailers and property owners. The Consultant scope of services addressed by this RFP generally anticipates the allocation of steps and tasks in accordance with the three primary Project goals. Respondents acknowledge that the cost of the Project is funded in part by a grant from DRCOG (with CDOT as the grant administrator) and the award of any contract is predicated upon approval of the Grant Agreement between CDOT and the City of Englewood by the Englewood City Council. In the event that the Grant Agreement is not approved by the Englewood City Council, all proposals shall be returned to their respective owners. A separate written acknowledgement of this requirement (see page 19) is required for all proposals to be considered by the City of Englewood. Any proposal lacking this acknowledgement shall be grounds for disqualification of the proposal. Page 101 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 3 TERM The City anticipates that the term of the Project‐related Professional Services Agreement will be approximately 12 months and, due to City budgeting processes, will not extend beyond December 31, 2020. Additionally, the Downtown Plan of Development must be completed and adopted by City Council at least two months before the November 2020 election, for the purpose of the authorization of a Downtown Development Authority by qualified electors. BACKGROUND Prior Grants. The 2013 Englewood Light Rail Corridor Station Area Master Plan established a vision of the development potential of the City of Englewood’s station area neighborhoods, and key infrastructure investments that would connect each neighborhood to the Englewood and Oxford Stations, as well as a possible future Bates Station. The 2015 Englewood Light Rail Corridor Next Step Study provided engineering analysis for the key infrastructure investments, as well as a competitive market and strategic redevelopment analysis of the CityCenter area. The strategic analysis recommended the establishment of a DDA as the key organizational structure and tax increment financing tool necessary to plan for and finance future redevelopment initiatives in Englewood’s central business district, comprised of the CityCenter area, the historic Downtown portion of South Broadway, and the Hospital District. The DDA strategy was reaffirmed through inclusion of this strategy in the 2016 Englewood Comprehensive Plan, adopted by Englewood City Council early in 2017. Englewood’s two prior STAMP/UC grant projects also led to a successful application to the Denver Regional Council of Governments (DRCOG) to expand the boundaries of the original Englewood Urban Center to fully include these three separate areas of Englewood’s central business district (depicted in Exhibit B). RFP Respondents are encouraged to review the much more detailed background information contained in Exhibit C, including information for accessing electronic copies of past planning studies and other relevant information. CityCenter Redevelopment (Goal 1). Regarding the redevelopment of key portions of CityCenter, the 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, including the current Englewood Civic Center building and parking structure. As depicted in Exhibit A, the “City Property” depicted 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 CityCenter Englewood, the first, mixed‐use TOD project in the Denver region (yellow boundary). CityCenter is well‐positioned for redevelopment to add more density and uses, including office, hotel and multifamily residential. Englewood has been engaged in a procurement process to select a master developer for the City Property (“City Property Master Developer”) and is currently evaluating two developer finalists. The adjacent 11.8 developable acre “C‐III Property,” depicted in red on Exhibit A, is currently being marketed by C‐III Asset Management (C‐III). C‐III, a special servicer, foreclosed on a CMBS loan to the prior developer/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, including some in‐ line retail and second‐floor office space. It is also well‐positioned for redevelopment. The C‐III Property is ground leased from EEF with a remaining term of 56 years. It is anticipated that C‐III will select a contract purchaser shortly and that during the term of the subject Project, the City and Consultant team will be interfacing with the City Property Master Developer and the new owner of the C‐III Property (“C‐III Property Buyer”) about many redevelopment planning topics. (Link to Master Developer RFQ for City Property, dated Page 102 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 4 March 28, 2019: Englewood CityCenter Master Developer RFQ.) Respondents are encouraged to review this RFQ as it provides significant detail regarding the City Property and the C‐III Property. It is possible that the City Property Master Developer and the C‐III Property Buyer may be the same firm. Whether that scenario turns out to be the case or not, it is envisioned that the subject Project can help catalyze and accelerate an overall redevelopment plan for the two properties by addressing a number of redevelopment planning tasks and predevelopment due diligence tasks that might not be undertaken individually by the City Property Master Developer, the C‐III Property Buyer and/or the City. It is also anticipated that the Project tasks may facilitate redevelopment planning communications with other key property owners in and adjacent to CityCenter, including Walmart and the Artwalk Apartments. Downtown Development Authority (Goal 2). Many years ago, the City of Englewood sponsored both a DDA and a Business Improvement District. However, both wound down after several years of operation. In retrospect, it appears that both districts suffered from being too small in size, lack of professional third‐ party management and negative market timing impacts. Downtown Development Authorities have continued to evolve in Colorado and many local municipalities demonstrate strong success in utilizing this type of entity to successfully finance public improvements and to brand, market and operate their downtown areas. Since Englewood is currently without any platform to effectively perform these functions and the City has embarked on a new effort to evaluate and potentially form a DDA as a tool to connect, integrate and market its central business district. As mentioned above, Englewood’s potential for a DDA is accentuated because of the fact that Englewood’s central business district consists of three sub‐areas that, although adjacent, operate separately without any meaningful connectivity or coordination: the CityCenter area, the historic downtown area centered around several retail blocks of South Broadway and the Medical District, anchored by Craig Hospital and Swedish Medical Center (the City’s largest and growing employment hub). Light Rail Corridor TOD Overlay Zone (Goal 3). The two STAMP/UC grant projects and numerous Englewood planning efforts set the stage for the idea of a transit oriented development (TOD) overlay zone for the Englewood Light Rail Corridor, which is currently zoned primarily for industral uses (the least transit‐ oriented of all real estate uses). With the mixed‐used redevelopment of other urban light rail corridors in the Denver area (e.g., RINO and the Santa Fe Arts District), the need for a TOD overlay zone covering the Englewood Light Rail Corridor has become more relevant and taken on more urgency in terms of market demand. The subject Project tasks are envisioned to address this and to move toward an actual zoning framework together with recommendations for further evaluation and/or implementation. The light rail corridor areas to be evaluated for the TOD Zone implementation are depicted in light blue on Exhibit B. TEAMING INFORMATION It is anticipated that the selected Consultant will be a multi‐disciplined planning firm or a team led by a planning firm and supported by a variety of sub‐consultants. In general, the Project may involve the following disciplines: TOD redevelopment land planning; infrastructure master planning for mixed‐use TOD projects; conceptual planning for mixed‐use, office, hotel, multifamily, retail and special use projects; regulatory planning; urban design; community engagement, due diligence investigation and documentation; geotechnical and environmental matters; transportation, transportation/transportation management and parking matters; cost modeling and the financing of public improvements. As it pertains to the CityCenter Redevelopment Goal 1, the City has been utilizing the services of Tryba Architects (Tryba) to provide initial redevelopment planning analysis and conceptual planning. Tryba was also involved in the original CityCenter master planning effort 20 years ago to facilitate the redevelopment of the Page 103 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 5 former Cinderella City regional mall site. The City and Tryba are currently discussing a possible additional interim phase of work to be performed by Tryba until such time that the bulk of the subject Project work is ready to commence. Since this additional interim Tryba work could also potentially overlap the commencement of the Project work, the City and Tryba have agreed that Tryba should not be considered for the lead planning firm role or a sub‐consultant role for the subject Project. However, Tryba will be available to brief the Consultant team on their past CityCenter planning work. As it pertains to the DDA‐related Project Goal, the City has recently utilized the services of Progressive Urban Management (PUMA) and Portell Works (Portell) to evaluate the feasibility of forming a DDA and to perform a related market assessment study. PUMA and Portell have performed two initial phases of recent services. PUMA has consulted with Englewood in the past on related matters, including the City’s prior experience with a Business Improvement District. PUMA and Portell have indicated that they would participate in the Project through inclusion on the Consultant team. SCOPE OF SERVICES OVERVIEW AND OUTLINE As outlined in the next section of this RFP, the envisioned scope of services for the Project includes a collection of steps and tasks associated with each of the three primary Project goals listed above. In addition, the scope includes the general project initiation and project management tasks associated with all of the Project goals and administration of the overall Project. The outline of steps and tasks is not comprehensive and it is expected that additional steps and tasks consistent with the Project goals will be identified by the parties in their pre‐contract communications, based in part on the Respondent’s RFP submittals, and will also arise during the Project. RFP Respondents are encouraged at all times to identify, define and address additional recommended steps and tasks and the necessary fluidity between steps and tasks. The selected Consultant, City, DRCOG, and CDOT will meet to discuss and refine the scope before finalizing the contract scope and fee. The ongoing process of defining and performing the Project work will be a fluid process driven in part by such factors as: (a) the timing of when the Project work commences, (b) how much redevelopment planning progress the City achieves in collaboration with the City Property Master Developer, and possibly, the C‐III Property Buyer before the commencement of the Project work, (c) how much planning work and related tasks are taken on by the Master Developer on their own accord and/or in compliance with an initial Exclusive Negotiating Agreement and later Development Agreement between the City and the City Property Master Developer, and possibly the C‐III Property Buyer, and (d) the tasks envisioned to be performed by Tryba Architects prior to the commencement of the Project work. Even after the scope of work has been refined and the Project work commences, it is anticipated that the Consultant time allocated to the anticipated tasks and unanticipated tasks will flex in ways which require the City and Consultant to confer monthly on how best to accommodate time surpluses and shortfalls related to the tasks associated with the three primary Project goals based on the City’s prioritization of those goals. Time allocation adjustments would be communicated to CDOT and highlighted in the monthly Project Management Plan (PMP) Reports. On behalf of the City of Englewood, Colorado, thank you for considering or submitting a response to this Request for Proposals! Page 104 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 6 A. Project Tasks and Deliverables Pertaining to All Three Project Goals 1. Project Administration/Project Management Plan. The Consultant will prepare and administer a Project Management Plan (PMP), including the following elements: a. Scope, b. Budget, c. Outside agency and stakeholder coordination, d. Schedule – tasks, meetings, milestones, critical path, submittal dates, workshops, stakeholder meetings (the schedule shall be updated and submitted with the monthly progress reports), e. Progress meetings with City staff and associated meeting minutes (including information on updated Consultant time task allocations mutually agreed to), f. Monthly project status report with invoicing, g. Team structure, including sub‐consultants, h. Team member contact information, i. All other grant‐related elements required by CDOT. Deliverables: Refined Scope of Work for final Project contract Project Management Plan and related monthly reporting 2. Project Communications Plan. The Consultant will formulate and manage a “Project Communications Plan” for managing the public outreach, input, and education aspects of communicating about the Project with the public and all involved stakeholders. It is likely that the overall Project Communications Plan will include separate but coordinated sub‐plans pertaining to the three Project goal areas. The Project Communications Plan shall at a minimum include the following elements. a. The Consultant will work closely with City staff to formulate consistent messaging for the Project Communications Plan and the sub‐plans for the three goal areas that is consistent with the City’s messaging for an anticipated bond referendum expected for the November 2020 election. b. Identification of and consultations with agencies and other stakeholders having an interest in the Project study areas in order to identify critical issues and problems in need of resolution. c. Pertaining to Goal 2, identification of commercial property and business owner leaders, elected officials, agency staff, and key individual citizens to be directly involved in the formulation of the Englewood DDA Downtown Plan of Development, as well as the recommended level and means of involvement in the study by those identified. Three key committees are envisioned: Steering Committee made up of Property/Business Owners and Elected Officials, Technical Advisory Committee made up of agency staff (City, DRCOG, CDOT, RTD, etc.), and a Citizens Advisory Committee made up of citizens interested in direct participation in the Project. d. Related to the prior item, similar outreach‐oriented communication plans shall also be formulated and implemented for Goal 1 and Goal 3. e. Recommendation of the proper level and means of involvement in the Project by the public, including specific strategies to engage low‐mod income, minority, elderly, and persons with disabilities populations. f. Identification of planned community events in the Project study areas that are scheduled during the Project. Page 105 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 7 g. Description of participation methods, objectives, and where each fits into the schedule. h. Establishment of meeting dates, times, and venues in coordination with City’s Project Manager. i. Establishment of parameters for Project website. Deliverable: Project Communications Plan and ongoing work products and communications consistent with the Plan Review of Past Planning Documentation. The Consultant will review the past planning documents, listed below, in order to inform the current Project tasks and to help ensure a real‐world focus on implementation across the three primary Project goals. Instructions for accessing these items electronically are provided in Exhibit C. Consultant will prioritize its review based on discussions with City Staff. Consultant will summarize key findings and concepts and make recommendations for incorporating these in the Project steps and tasks. a. 2019 Arapahoe County South Platte Connections Study b. 2019 Englewood CityCenter Master Developer RFQ and RFP c. 2019 City of Englewood Phase II Downtown Development Authority Market Assessment d. 2018 City of Englewood Phase I Downtown Development Authority Analysis e. 2018 ULI Healthy Corridors Report f. 2016 ULI Technical Advisory Panel Report g. 2016 Englewood Forward Comprehensive Plan h. 2015 Englewood Walk and Wheel Master Plan i. 2015 Englewood Light Rail Corridor Next Step Study j. 2013 Englewood Light Rail Corridor Plan k. 2011 City of Englewood Complete Streets Toolbox l. 2009 Ready, Set, Action! An Urban Design Action Plan for the Englewood Downtown and Medical Districts m. 2007 Englewood Downtown and Medical District Small Area Plan Deliverable: Past Planning Effort Documentation Review Report B. CityCenter Area Redevelopment Site Planning and Predevelopment (Project Goal 1) To plan for and facilitate the redevelopment of approximately 27 gross acres of land within the CityCenter transit‐oriented development area adjacent to the RTD multi‐modal Englewood Station, the City of Englewood and its related real estate entity, the Englewood Environmental Foundation (EEF), intend to initiate a range of planning and predevelopment tasks, to be performed by and coordinated by the Consultant. This effort will focus on key portions of CityCenter, generally referred to as the City Property and the C‐III Property (depicted on the CityCenter site plans contained in Exhibit A). To formulate a redevelopment plan for the City Property, and potentially including the C‐III Property, the Consultant will identify and coordinate tasks to facilitate collaborative communications with: (a) the City Property Master Developer, (b) the C‐III Property Buyer, (c) RTD, (d) Walmart and the owners of the ArtWalk Apartments, (e) other key property owners located between CityCenter and South Broadway (Kimco, Bristol Group and Situs), and (f) other stakeholders. The Project tasks outlined below pertain to the envisioned process to formulate a redevelopment plan for the City Property, and potentially also involving the C‐III Property, and to support the negotiation of related agreements between the City and the City Property Master Developer and, possibly, the C‐III Property Buyer. Page 106 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 8 1. Primary Consultant Objectives and Work Product. The Consultant team will undertake various specific planning tasks to support the formulation of a redevelopment plan for key portions of CityCenter (City Property and the C‐III Property) and to support the City’s negotiation and drafting of the anticipated agreements between the City of Englewood and the City Property Master Developer and, possibly, the C‐III Property Buyer. It is anticipated that the Consultant tasks and deliverables will incorporate elements of typical master plans, site development plans, regulating plans and infrastructure master plans. This work will go beyond the current conceptual planning scenarios provided recently by Tryba Architects as reflected in the City of Englewood Master Developer RFQ, dated March 28, 2019 (and as may be further developed in a possible further phase of Tryba work) and may include the schematic design and design development stages of planning. The Consultant will also assist in investigating and/or evaluating key issues impacting the redevelopment planning, including but not limited to the following tasks (some of which may also necessitate specific written deliverables): a. Assistance in collaborating with the City Property Master Developer and the C‐III Property Buyer on redevelopment planning, b. Identification and prioritization of predevelopment “due diligence” items for investigation, including identification of possible third‐party consultants needed to assist (e.g., geotechnical information, environmental information, utilities information, etc.), c. Communications and planning work with RTD to evaluate various approaches for reconfiguring the current 910 shared parking spaces as governed by an Intergovernmental Agreement between RTD and the City, d. Evaluation of the optimal combination of real estate uses on the City Property based on discussions with the City Property Master Developer and the C‐III Property Buyer, market data and discussions with commercial brokers, e. Definition of likely amendments to the current PUD zoning required to facilitate a redevelopment plan acceptable to the City, the City Property Master Developer, the C‐III Property Buyer and other CityCenter stakeholders whose approval would be required under the Master ECR Agreement with Walmart, f. Consideration of alternative approaches for locating, developing and financing shared structured parking facilities, possibly as part of the DDA Plan of Development and/or a district parking plan, g. Determination of the available utilities capacity and the potential impact on the alternative combination of various uses (including possibilities for improving the infrastructure capacity as needed), h. Evaluation of the impacts of the various property development and use limitations contained in the current Master ECR Agreement with Walmart, i. Coordination in obtaining and evaluating geotechnical test results as they impact designs pertaining to foundation systems and below‐grade parking, j. Consideration of possible reconfigurations of the public plaza areas and areas adjacent to and above the bus turnaround facilities to determine whether there are additional vertical development opportunities on the City Property, k. General definition of the financing benefits and timing constraints under the Federal Opportunity Zones Program, l. Outlining of possible Design Guidelines and Signage Program elements for inclusion in amendments to the current PUD zoning, m. Investigation of other topics and issues as agreed upon by the Consultant and the City. Page 107 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 9 Deliverable: Project communications and monthly reporting pertaining to the above tasks, including cataloging of the assembled due diligence 2. Additional Supporting Consultant Objectives and Work Product. As needed, the Consultant will support discussions between the City of Englewood (including EEF), the City Property Master Developer, the C‐III Property Buyer and other key stakeholders. These are anticipated to include the discussion of a possible ground lease extension/amendment agreement with the C‐III Buyer and an Exclusive Negotiating Agreement and Public‐Private Partnership Agreement with the Master Developer. It is also likely that current agreements with RTD and Walmart will need to be amended. This role will likely involve assistance with a number of related tasks such as coordination of due diligence studies, financial projections, etc. 3. Investigation of Related Issues. The City has identified the following list of additional key issues that may need to be addressed in order to refine the overall redevelopment plan and proceed with redevelopment within and around CityCenter: a. Structured Parking Solutions (location, financing sharing), b. Potential Extension of Englewood Parkway Connecting to Bus Drop Off, c. Piazza Redesign, d. Redesign/Retrofitting of Piazza‐fronting Retail Spaces, e. Little Dry Creek Tunnel, f. Englewood Rail Trail and Pedestrian Bridges, g. Pedestrian Bridge Over Santa Fe Drive, h. Englewood Light Rail Station Platform Enhancements. Deliverable: Project communications, monthly reporting, and mutually agreed upon assignments pertaining to the above tasks, as prioritized based on discussions between the Consultant and the City C. Englewood Downtown Development Authority Evaluation and Formation (Project Goal 2) 1. DDA Goals and Objectives. Working with City Staff and drawing on the prior work completed by PUMA and Portell Works (including case studies from other Colorado cities), the Consultant team will develop an initial statement of the prioritized goals and objectives for the Englewood DDA. This will continue to be refined as other DDA tasks progress and more input is received from the involved stakeholders. 2. DDA Boundary Preliminary Evaluation Scoping. Drawing on the knowledge of the City Staff and the DDA sub‐consultants, the Consultant will conduct a preliminary evaluation of each of the identified study sub‐areas that make up the broad, initial DDA Study Area (also refer to Exhibit B): a. Englewood Station District North of US Highway 285, b. Englewood Station District South of US Highway 285, c. Englewood Station District West of US Highway 85, d. Downtown District North of US Highway 285, e. Downtown District South of US Highway 285, f. Medical District North of US Highway 285, g. Medical District South of US Highway 285, h. Broadway Corridor from Eastman Avenue North to Yale Avenue City Limit, i. Broadway Corridor from Kenyon Avenue South to Quincy Avenue. Page 108 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 10 The preliminary evaluation of the identified study sub‐areas will be based on sub‐area characteristics, land use and parcel sizes, ownership patterns, strategic location, redevelopment potential, and critical infrastructure connection opportunities, etc. Based on this preliminary evaluation, Consultant will make recommendations concerning which sub‐areas should remain in the revised Downtown Development Authority boundary study area. The Consultant team will conduct a macro‐level preliminary financial evaluation of the revised Downtown Development Authority boundary study area to: a. Develop a model of baseline assessed property valuations, b. Develop preliminary estimates of potential TIF and mill levy revenues that may accrue over 10, 20, and 30 year time periods, based on baseline assessed property valuations and assumptions agreed to with the City, c. Develop preliminary estimates of the public improvement costs and the expenses for DDA operations, marketing and programming over 10, 20, and 30 year time periods, based on assumptions agreed to with the City. Deliverable: DDA Preliminary Evaluation Scoping Report 3. DDA Communication Plan. As a critical element of the overall Project Communication Plan, and in consultation with the City Staff, the Consultant team will formulate and implement a DDA Communications Plan for managing the public outreach, input, and education aspects of communicating the DDA and the related costs/benefits with the public and all involved stakeholders. The DDA Communication Plan will likely involve the formation of and communication with a Steering Committee and one or two other possible committees. Deliverable: DDA Communication Plan and related monthly reporting related to Communication Plan execution 4. Iterative Revisions to the DDA Boundary Scenario. As needed, Consultant will continue to evaluate and refine the DDA boundary scenarios (2‐3) based on preliminary gauging of support from commercial property and business owners within the revised DDA Revised Boundary Study Area (gathered through implementation of the DDA Communications Plan). Consultant will refine estimates of potential revenues, and public improvement costs and operation expenses, and marketing and programming needs and expenses based on the evolving DDA boundary scenarios. Consultant will also identify and estimate additional revenue sources such as grants, special districts, development impact fees, and other public funding sources that could help close financial gaps for the DDA boundary scenario areas, or could be applied to portions of the study area not included within the DDA boundary scenario areas. Deliverables: DDA Boundary Scenario Development Report DDA Scenario Development Presentation DDA Boundary Scenario Development Database Page 109 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 11 Consultant will make a final recommendation regarding the preferred Downtown Development Authority boundary scenario and make a presentation to identified key stakeholders in order to gain consensus on the preferred Downtown Development Authority boundary scenario. 5. Formulation of the Englewood DDA Downtown Plan of Development As the preferred DDA boundary scenario takes on more definition, the Consultant team will formulate a Downtown Plan of Development, which is essentially the overall business plan for the DDA including the prioritized public improvements, marketing and programming tasks, incentive programs, etc. With input from the City and identified stakeholders, the Consultant team will develop an overall vision for the preferred DDA boundary scenario that responds to the prioritized objectives mutually established in communications with the City representatives and other stakeholders. The Consultant team will also be tasked with refining the overall vision concept at a detailed block by block level for identified high‐opportunity catalyst sites located within the preferred DDA boundary scenario area, through an iterative stakeholder and community planning process. The Consultant team will be tasked with completing a final Plan of Development for the Englewood Preferred DDA Boundary Scenario, based on the elements recommended by Consultant and agreed upon by the City in consultation with the Consultant Team and the DDA sub‐consultant. As applied to the Englewood DDA, Plan of Development elements generally include the following: a. Market Assessments for different uses (hotel, multifamily residential, office, retail, special purpose), b. Framework Vision, c. Prioritized Public Improvements (for TIF funding) d. Land Use, e. Building Form and Design, f. Streetscape Design, g. Regulatory Framework and Policy, h. Parking, i. Complete Streets and Mobility, j. US Highway 285 Beautification and Operation, k. Parks and Open Space, l. Housing and Healthy Living, m. Strategic Program Initiatives (arts, culture), n. Transformative Projects and Investment, o. Quick Wins, p. Phasing Plan, q. Financing Plan, r. Branding, Marketing, Programming and Operations Plan, s. Development Proformas for 5‐7 Key Sites. Deliverables: Overall Vision Concept for Preferred DDA Boundary Scenario Block Level Vision Refinement for Identified High Opportunity Catalyst Sites Englewood Urban Center Downtown Plan of Development for Preferred DDA Boundary Scenario Page 110 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 12 D. Englewood Industrial Light Rail Corridor Station Area Master Plan Refinement and Implementation (Project Goal 3) 1. Englewood Industrial Light Rail Corridor Development Evaluation and Vision Refinement. Based on the light rail corridor boundaries and subareas identified in consultation with the City, the Consultant team will support City Staff and stakeholders in the refinement of the original light rail corridor station area master plan vision based on case study research; existing physical and economic market conditions; ownership, tenure, land use, and employment patterns; market readiness; real estate development feasibility (viable uses, conversions, expansions, scrape and build infill); market demand forecast timeline; and the fiscal impacts of redevelopment. The economic information and key findings will be utilized in consultations with stakeholders through a series of interactive meetings designed to refine the original light rail corridor station area master plan vision. 2. Refined Englewood Industrial Light Rail Corridor Plan of Development. The refined vision will then be further developed through the exploration of a new zoning framework for industrially‐zoned areas that may include a combination of base rezoning and the addition of overlay zoning. The Consultant will also evaluate transportation and infrastructure needs (utilities, streets, alleys, signals, pedestrian crossings, bicycle facilities, etc.), preliminary cost estimates, and recommended revenue sources and/or financing options. A final Industrial Light Rail Corridor Plan of Development will include the following plan elements: a. Market Assessment element, b. Framework Vision element, c. Land Use element, d. Regulatory Framework and Policy element, e. Streetscape, Mobility, Parking, Traffic Impact Mitigation element, f. Phasing and Quick Wins element, g. Financing element, h. Branding and Marketing element. Deliverables: Industrial TOD Case Studies Report (both local and national) Existing Conditions, Future Trends, and Market Readiness Analysis by Subarea Report Real Estate Development Feasibility by Subarea and Fiscal Impacts Analysis Report Pro Forma Development for 5‐7 Key Transformative TOD Projects Industrial Light Rail Corridor Plan of Development Page 111 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 13 RFP SUBMITTAL INFORMATION Written Submittals. Respondents to RFP are asked to submit both written and electronic responses. Written responses shall be submitted in a proposal envelope marked 2020 Englewood Light Rail Corridor and Urban Center Next Step Study and with RFP‐19‐044 shown on the front of the envelope in which the proposal is submitted. The City of Englewood assumes no responsibility for unmarked envelopes being considered for the award. The City of Englewood Community Development Department will receive sealed RFP proposals containing six (6) copies, by U.S. Mail, courier service, or hand delivery, no later than: 2 PM MDT on Monday, September 30, 2019 Addressed and Delivered to: City of Englewood Finance and Administrative Services Department ‐ Procurement Division, 3rd Floor c/o Eva Boyd 1000 Englewood Parkway Englewood, CO 80110‐2373 Late proposals will not be accepted under any circumstance, and any proposal so received shall be returned to the proposing firm unopened. Electronic Submittal. In addition to the required written proposal, respondents are also required to send an electronic response to this RFP to Eva Boyd, Procurement Administrator, at the City of Englewood prior to the above deadline. Eva’s email address is eboyd@englewoodco.gov. Include “RFP‐19‐044” 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. RFP responses shall be limited to 100 total pages (letter sized, one‐sided). 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. Any questions or clarifications concerning this RFP shall be submitted in writing by email to John Voboril at jvoboril@englewoodco.gov with copies to Dan Poremba dporemba@englewoodco.gov and Eva Boyd at eboyd@englewoodco.gov. The proposal title and number should be referenced on all correspondence. All questions must be received no later than 2 PM MDT, Wednesday, September 18, 2019. All responses to submitted questions/clarifications will be listed on the BidNet address as listed above as an RFP addendum. The City will not be bound nor responsible for any explanations or interpretations other than those given in writing as set forth in this RFP. No oral interpretations shall be binding on the City. Page 112 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 14 Ownership, Confidentiality, Costs and Other Conditions. All material submitted in connection with this RFP become the property of the City of Englewood. Any and all proposals received by the City shall become public record and shall be open to public inspection after the award of a contract, except to the extent the proposing entity designates trade secrets or other proprietary data to be confidential. The City of Englewood is not liable for any cost incurred by respondents in preparing their response. No reimbursement will be made by the City of Englewood for any costs incurred. The City reserves the right to retain all proposals submitted and to use any ideas in a proposal regardless of whether that proposal is selected for future use. Submission of information indicates acceptance by the respondent of the conditions contained in this Request for Proposals. The City of Englewood shall have the right to reject any or all proposals, and to waive any informalities or irregularities therein and request new proposals when required. In addition, the City reserves the right to accept the proposal deemed most advantageous to the best interest of the City. Any award made in response to this Request for Proposals will be made to that responsible firm whose offer will technically be most advantageous to the City based on the Respondent’s Project understanding, approach, price, delivery, estimated cost of transportation, and other factors considered. The option of selecting a partial or complete proposal shall be at the discretion of the City of Englewood. This RFP 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. Contract Form. A sample Professional Services Agreement, which the City of Englewood intends to use with the selected respondent, is attached to this RFP and identified as Exhibit D. Exceptions to the agreement should be identified and included with each respondent’s submittal. Proposed exceptions must not conflict with or attempt to preempt mandatory requirements. The consultant contract will also be subject to the federal grant requirements. CDOT has established a Disadvantaged Business Enterprise (DBE) goal of ten percent (10%) for this Project. Page 113 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 15 RFP SUBMITTAL CONTENT All RFP responses should be structured according to the following outline. 1. Cover letter – The cover letter should clearly identify the Respondent. The letter must be signed by a person who is authorized to commit the Respondent to perform the work outlined in the proposal. 2. Proposal Compliance Summary Checklist (see page 21 of this RFP) 3. Executive Summary – An Executive Summary of the RFP response 4. Project Understanding and Methodology – The Respondent shall provide an overview of their general understanding of the Project and a brief review of the critical issues and/or challenges they foresee. The Respondent must provide a description of their envisioned general approach to the Project, including aspects of coordinating the steps and tasks related to the three primary Project goals. A description of the Respondent’s team, experience with similar projects and applicable lessons learned and best practices would be especially helpful. 5. Firm Profile – The Respondent shall provide the following information on their structure, history and experience: a. Firm name and business address, including telephone number, b. Year established, (include former firm names and year established, if applicable). Identify the state in which the firm was organized or incorporated, c. Type of ownership, and name and location of parent company and subsidiaries, if any, d. Indication of whether the firm is licensed to do business in the State of Colorado, e. A general description of the firm’s core business and corporate growth over the past five years, f. A tabular list of relevant or similar projects completed by the local office (or in progress) over the past three years (this list should include a project name, the principal client, a brief account of the product/service delivered, the total dollar value of the project, the completion (or expected completion) date, and an indication of whether the client was/is a new or repeat client). Respondents that intend to use subcontractors and/or work in some form of joint venture partnership must provide the same information for each subcontractor and/or each member of a joint venture. Note: CDOT has established a DBE goal of ten percent (10%) for this Project. 6. Staff Profile – The Respondent shall provide an organizational chart or some other form of staff profile that documents years of tenure for all senior staff. The Respondent shall identify key personnel assigned and dedicated to this Project, including but not limited to project management and production personnel. Experience summaries of these key individuals shall be provided. These summaries should clearly identify prior experience on similar projects in similar roles and outline the responsibilities these individuals will have in the context of this Project. Full resumes of these individuals may be included as an appendix. Page 114 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 16 If the Respondent anticipates the use of sub‐consultants, the Respondent shall identify the role and extent to which these parties will participate in the Project, and the means by which the Respondent’s project management personnel will oversee the work of these parties. Summaries of sub‐consultant’s key and assigned personnel should also be included, including full resumes where relevant. 7. Evidence of Appropriate Resources and Capacity to Perform – The Respondent shall provide a description that effectively documents their capacity to take on the work outlined in this RFP. This description may include the following: a. A summary of the Respondent’s current financial strength, including the capacity to meet project expenditures without sole reliance on payments from this project, b. A summary of current or anticipated work commitments over the course of the next one full year, outlining the Respondent’s capacity to take on and complete the work outlined in this RFP in light of these existing and anticipated commitments, c. A summary outlining the Respondent’s ability to secure and retain any subcontracted resources throughout the course of the contract period, d. A list of any projects that were cancelled or terminated, for cause, by mutual consent, or any other reason, by the Respondent’s clients in the last three years (th is list should include any legal, mediation or administrative proceeding, whether settled or pending, and reason for contract termination, settlement, or pending proceeding). 8. References – Respondents, including identified sub‐consultants, shall provide descriptions of at least three projects completed by the Respondent that are similar in scope and magnitude to the work described in this RFP. Each description must include client name, project description, contact name, phone number and email address. 9. Fee Schedule Summary ‐ Each primary Project goal, task or step must be broken out in terms of number of staff hours budgeted to the goal, task or step by each individual team staff member, and must include their hourly billing rate and cost sub‐total. Goal, task and step sub‐totals must be added together to provide the contract total. You may document options for additional services in the same manner. Estimated reimbursable and travel expenses should be included, together with information about calculation and mark‐ up methodologies. Respondents, including identified sub‐consultants, shall be required to hold their proposed fee schedule through execution of the Professional Services Agreement and, subject to any exceptions negotiated within the executed agreement, through the term of the agreement. 10. Signed Acknowledgement Form – Respondents shall execute and provide the Acknowledgement Regarding the Required Englewood City Council Approval of the Project‐Related Grant Agreement Between the City of Englewood and CDOT. Page 115 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 17 RFP EVALUATION CRITERIA, NEXT STEPS AND CONTRACTING SCHEDULE EVALUATION CRITERIA The City of Englewood will utilize a team of staff members (at least four) with relevant professional experience to evaluate and score the RFP submittals. The City evaluation team will uniformly apply the following criteria and weighting factors to evaluate each of the RFP submittals. Prior to the evaluation of the RFP submittals, the City reserves the right to refine the applicable criteria and waiting factors.  Executive Summary and Project Understanding and Methodology: 15%  Firm Profile: 10%  Staff Profile: 10%  Lead firm experience with similar projects, including STAMP/UC grants: 15%  Experience of the proposed staff with similar projects, including sub‐consultants’ staff: 20%  Evidence of Appropriate Resources and Capacity to Perform: 10%  Reference feedback: 10%  Fee Schedule (comparative billing rates and cost‐effective allocation of personnel): 10% NEXT STEPS Depending on the number of RFP submittals received and the related evaluations, the City expects to short list and interview a limited number of Respondents prior to selection of the preferred Consultant. In accordance with the estimated contracting schedule shown below, the interviews of short‐listed firms would occur the week of October 14, 2019. ESTIMATED CONTRACTING SCHEDULE W, August 7, 2019 RFP Release W, September 11, 2019 Pre‐proposal Meeting, 2 PM MDT, 2nd Floor, Civic Center W, September 18, 2019 Questions Due by 2 PM MDT M, September 23, 2019 Addendum Posting M, September 30, 2019 Proposals Due from Consultants, 2 PM MDT W, October 9, 2019 Short List of Firms Selected by City Committee M‐F October 14‐18, 2019 Interviews of Short Listed Firms M, October 21, 2019 Recommendation to Award F, October 25, 2019 Finalize Scope of Work, Contract Signatures CONTRACT APPROVAL SCHEDULE F, November 1, 2019 Deadline to Submit Contract to City Attorney F, November 8, 2019 City Attorney Deadline to Review Contract F, November 15, 2019 Staff Deadline to Submit Council Communication M, December 2, 2019 City Council Approval of Contract by Motion M, December 9, 2019 Notice to Proceed IGA APPROVAL SCHEDULE F, September 6, 2019 Deadline to Submit IGA to City Attorney F, September 13, 2019 City Attorney Deadline to Review IGA F, September 20, 2019 Staff Deadline to Submit IGA Council Communication M, October 7, 2019 City Council Approval of IGA on First Reading M, October 21, 2019 City Council Approval of IGA on Second Reading W, November 20, 2019 CDOT Board Approval of IGA Page 116 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 18 PROPOSAL COMPLIANCE CHECKLIST FORM (To be included with the RFP Submittal) ____ Cover Letter ____ Executive Summary ____ Detailed Project Understanding and Methodology ____ Firm Profile ____ Staff Profile ____ Evidence of Appropriate Resources and Capacity to Assume Risk ____ References ____ Fee Schedule Summary (including breakdown by goals, steps and tasks) ____ Acknowledgement Regarding Englewood City Council Approval of Grant Agreement Page 117 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 19 ACKNOWLEDGEMENT REGARDING THE REQUIRED ENGLEWOOD CITY COUNCIL APPROVAL OF THE PROJECT‐RELATED GRANT AGREEMENT BETWEEN THE CITY OF ENGLEWOOD AND CDOT Consultant hereby acknowledges and agrees that any award based upon this proposal is predicated upon the approval by the Englewood City Council of the related Grant Agreement between the City of Englewood and CDOT and that in the event the Grant Agreement is not approved and executed this proposal shall be returned to the Consultant. Consultant: _______________________________ Printed Name of the Firm By: ______________________________________ Date: __________________ ______________________________________ Printed Name of Authorized Signatory Page 118 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 20 EXHIBIT A: ENGLEWOOD CITYCENTER SITE PLAN (The yellow line represents the boundary of the original 55‐acre CityCenter redevelopment of the previous Cinderella City. The “City Property” in blue is owned or controlled by the City or its related real estate entity, the Englewood Environmental Foundation (EEF). The area in red was previously developed and operated by Weingarten Realty. It was foreclosed on in August 2018 by C‐III Asset Management (C‐III). The “C‐III Property” is currently being marketed for sale. It is subject to a ground lease from EEF which now has 56 years remaining.) Page 119 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 21 EXHIBIT B: PROJECT AREA MAP (The red area represents the likely DDA study area, possibly with the addition of the yellow‐green areas, and the blue represents the primary focus for the light rail corridor TOD overlay investigation.) Page 120 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 22 EXHIBIT C: ENGLEWOOD COMMUNITY AND PLANNING BACKGROUND DOCUMENTATION The City of Englewood is a first ring suburb of the Denver, Colorado, Metropolitan Area, located primarily on the eastern flank of the South Platte River industrial corridor. The City was first incorporated in 1903 as a classic street car suburb on Denver’s south side. The City experienced rapid build out after World War II. Today, the City of Englewood is home to approximately 35,000 residents, and 1,660+ businesses employing 26,000+ workers, and constitutes a prominent central place in the south suburban region. The City is once again being served by the mass transit investment in the Southwest Corridor Light Rail Transit Line linking downtown Denver with the Southwest suburbs. Three prominent districts make up the heart of the community. The three districts include Englewood Station, featuring the region’s first transit‐oriented development (CityCenter Englewood) organized around the Englewood Light Rail Transit Station (west), the City’s historical Downtown District anchored by a retail main street along the South Broadway Corridor (central), and the Swedish Medical Center‐Craig Hospital Medical District (east). SOUTHWEST CORRIDOR LIGHT RAIL TRANSIT DEVELOPMENT The Regional Transportation District (RTD) initially began planning for the future development of a rapid transit network during the 1970’s. The initial corridor chosen for development was the Central Corridor which utilized acquired railroad right‐of‐way along the South Platte River, with the goal for a future extension into the southwest metro suburbs of Englewood, Sheridan, and Littleton. The Central Corridor began operation in 1994, while the Southwest Corridor extension to Englewood, Sheridan, and Littleton opened in 2000. The Central and Southwest Corridors are now known as the C and D lines. Two existing stations and an identified potential future station are located along the City of Englewood’s western border. Englewood Station Area Englewood Station serves as the principal station for the Englewood community and as a major transit transfer hub and Park‐n‐Ride for the RTD system. The station was developed in conjunction with the redevelopment of the adjacent Cinderella City Mall into the first transit‐oriented development in the Denver Metropolitan Region, CityCenter Englewood. The CityCenter development combined civic uses with multi‐unit residential housing located above first‐floor office and retail space as well as stand‐alone big box retail. The 2013 Englewood Light Rail Corridor Plan, the first in a series of light rail station plans and studies funded in large part by federal transportation planning dollars allocated by the Denver Regional Council of Governments (DRCOG), identifies the Englewood Station as having the highest development potential of all the suburban light rail stations on the corridor due to its high visibility and adjacent access to Hampden Avenue (US Highway 285). Page 121 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 23 Oxford Station Area Oxford Station is located along the boundary line between the City of Englewood and the City of Sheridan. The station is located within the City of Sheridan. However, due to the presence of the railroad freight corridor and Santa Fe Drive (US Highway 85), development potential is greatest on the east side of the station within the City of Englewood’s jurisdiction. Oxford Station serves as a primarily local, rather than regional station, serving local residential and industrial areas. No off‐street parking is provided. A number of light rail riders utilize Windermere Street for parking. Oxford Station is located approximately one mile south of Englewood Station. Land uses between the two stations are mostly light industrial in nature, with small, post‐World War II vintage buildings under multiple ownerships, with few vacancies. The area to the south of the station is also light industrial in nature. However, parcels and buildings are generally larger, and have greater vacancy rates. A number of these properties have recently been made available for sale. Primary barriers to transit‐oriented development include light industrial zoning that does not allow housing, as well as relatively high land acquisition and demolition costs, potential environmental cleanup costs, fragmented land ownership patterns, and an unproven market. A major shopping center redevelopment (River Point at Sheridan) of brownfields sites occurred in 2008 on the west side of Santa Fe Drive opposite the station. Two multi‐ unit residential development PUD’s have recently been approved for the southwest corner of Navajo Street and Oxford Avenue south of the station. Bates Station Area Bates Station is a potential future station area located just over one‐half mile north of Englewood Station that was identified after the Southwest Corridor extension began operation, in conjunction with planning for the Southwest Corridor light rail maintenance facility. General Iron Works, a vacated industrial property, was selected as the preferred site for the Southwest Corridor light rail maintenance facility. The City of Englewood negotiated with RTD to include plans for a new light rail station adjacent to the maintenance facility site at Bates Avenue, with hopes of spurring a new mixed use development on the remainder of the General Iron Works property. However, the prospective developer ultimately decided to pull out of the project, due to high development costs and uncertain project risks. Due to the escalating cost of funding the station and the relatively constrained potential for transit‐ oriented development around the station, Bates Station is now unlikely to be constructed. However, the owner of the General Iron Works and Winslow Crane sites has obtained PUD approvals for an apartment complex development. The 2013 Englewood Light Rail Corridor Plan focused on how to connect these future developments to the Englewood Station through a direct pedestrian connection via a trail and pedestrian bridge over Dartmouth Avenue. ENGLEWOOD LIGHT RAIL CORRIDOR STATION AREA MASTER PLAN The City of Englewood Community Development Department was successful in applying for DRCOG funds allocated to Station Area Master Plans for the 2012‐2017 Transportation Improvement Program (TIP) cycle. The project kicked off in the summer of 2012. The final document was completed Page 122 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 24 approximately one year later. Please refer to Exhibit A ‐ Preferred Land Use Scenario and Exhibit B ‐ Fundamental Concept at the end of that document. ENGLEWOOD FORWARD PLANNING PROCESS The City of Englewood Community Development Department was successful in funding for three related planning projects that were forged into a single coordinated planning process branded as Englewood Forward. The Englewood Forward planning effort addressed the following areas:  Englewood Forward: The 2016 Englewood Comprehensive Plan (New Comprehensive Plan)  Englewood Walk and Wheel Master Plan (New Pedestrian and Bicycle Master Plan, 2015)  Englewood Light Rail Corridor Next Step Study (Follow up to original 2013 Plan, 2015) The Englewood Forward process identified the creation of a Downtown Development authority as the most appropriate mechanism to manage, market, and finance the development of the Englewood greater Central Business District. The Englewood Walk and Wheel Master Plan laid out a more complete pedestrian and bicycle network for both the greater Central Business District and the City as a whole and included a series of identified Quick Win projects. Finally, the Englewood Light Rail Corridor Next Step Study evaluated and screened key identified infrastructure projects in terms of constructability, and also provided an in‐depth look at the competitive regional real estate market and economic evaluation of the feasibility of redeveloping the greater Central Business District as a more cohesive and urbanized core for the Southwest suburban area. DRCOG URBAN CENTER DESIGNATION FOR ENGLEWOOD’S THREE BUSINESS DISTRICTS The City of Englewood successfully applied to DRCOG to expand the original CityCenter Urban Center to include the greater Englewood Station District, the original Downtown District, and the Medical District as part of a unified Englewood Urban Center. The application was made in order to enhance the area’s standing within the DRCOG region as a central place with significant opportunity for expansion of housing and employment density, as well as the possibility of better leveraging regional planning and infrastructure dollars for the benefit of the City of Englewood. URBAN LAND INSTITUTE (ULI) COLORADO TECHNICAL ADVISORY PANEL In 2016, the City of Englewood conducted a ULI Colorado Technical Advisory Panel composed of planning, development, and land use experts to evaluate the existing conditions for the greater CityCenter area bounded by Santa Fe Drive and Broadway, and make observations and recommendations for change going forward. URBAN LAND INSTITUTE (ULI) NATIONAL HEALTHY CORRIDORS NATIONAL STUDY VISIT The City of Englewood was chosen by ULI National as one of four main street corridors located around the country for a Healthy Corridors study for the South Broadway Main Street corridor. Planning, development, and land use experts from around the country convened in Englewood to evaluate existing conditions along the South Broadway Corridor, and made observations and recommendations for change in the future. Page 123 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 25 PHASE I DOWNTOWN DEVELOPMENT AUTHORITY ANALYSIS AND PHASE II DOWNTOWN DEVELOPMENT AUTHORITY MARKET ASSESSMENT Progressive Urban Management Associate (PUMA) and Portell Works were retained to conduct a Phase I Downtown Development Authority Analysis for the benefit of the Englewood City Council in its decision‐ making process to move forward with necessary planning and formation steps for the establishment of a Downtown Development Authority. The PUMA/Portell Works team was also retained to develop the initial Downtown Development Authority Market Assessment conducted for the benefit of the Englewood City Council. The Market Assessment will serve as a foundational document for the Downtown Development Authority Evaluation and Downtown Development Authority Plan of Development. CITYCENTER REDEVELOPMENT RELATED BACKGROUND A significant 3‐square block, 15.2 acre (gross) portion of the 55‐acre CityCenter area previously developed and operated by Weingarten Realty was foreclosed on in August 2018. Title is now held by C‐ III Asset Management, a special servicer which has been working to market the “C‐III Property” for sale via a national marketing campaign conducted by CBRE. This property is shown in red on Exhibit A to this RFP (the CityCenter Site Plan). Because the underlying ground lease from the City to Weingarten Realty now has only 56 years remaining (too short for most commercial property investors and lenders to consider), prospective purchasers will need to work with the City to amend and extend the ground lease and proactively plan for redeveloping this key portion of CityCenter. C‐III recently short‐listed three prospective buyers. The firm they selected as their initial contract purchaser later withdrew their offer and C‐III is considering how to proceed to select a replacement contract purchaser. Elsewhere in this RFP the eventual buyer is generally referred to as the “C‐III Property Buyer” and it is anticipated that the subject grant tasks may involve or relate to the C‐III Property in a number of ways. In tandem with the foreclosure‐triggered sale of the C‐III Property, the Englewood City Council recently elected to explore the redevelopment of the 11.9 gross acres of CityCenter property still controlled by the City, to the west of the C‐III Property and adjacent to the Englewood Station. As reflected in blue on Exhibit A to this RFP, the “City Property” includes the Englewood Civic Center building and parking structure as well as a 5‐acre surface parking lot immediately north of the Englewood Station, which provides shared parking for RTD and CityCenter customers. More detailed information about the City Property and the C‐III Property is contained in the Master Developer RFQ referenced elsewhere in this RFP. The RFQ discusses the ways in which the City would like to ensure the redevelopment planning addressed for the C‐III Property and the City Property. Elsewhere in this RFP the preferred master developer for the City Property as selected by the City is generally referred to as the “City Property Master Developer.” After executing a master developer procurement process for the City Property, the City has identified two master developer finalists, one of which was also one of the three purchase finalists for the C‐III Property. Subject to the City’s continuing vetting of these two developer finalists and C‐III’s pending decision about selecting a replacement contract purchaser, it is possible that the contract purchaser selected by C‐III and the preferred master developer identified by the City for the City Property may be Page 124 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 26 same firm. This scenario would obviously enhance the coordinated redevelopment planning and phased redevelopment of the two properties. However, if the City Property Master Developer and the C‐III Property Buyer are separate firms, the City anticipates that there will still be opportunities to encourage the coordinated planning and redevelopment of the two properties. With the resources available via the Next Step Study, Englewood will be positioned to respond to a number of different scenarios and explore a number of significant public‐private partnership concepts to facilitate the redevelopment of the CityCenter TOD area. Funding of the proposed Next Step Study would ensure that Englewood has the opportunity to leverage this unique opportunity to proactively pursue CityCenter redevelopment, and to then leverage this redevelopment to help activate redevelopment and revitalization across the entire Englewood Urban Center. The recent designation of the Englewood Urban Center area as an Opportunity Zone under the 2017 Tax Act further enhances the probability for the successful redevelopment and revitalization of the Englewood Urban Center, including the CityCenter/Englewood Station District, by providing Englewood with an extremely valuable tool for attracting new real estate development and business investment. However, the Opportunity Zone Program is extremely time sensitive and the optimum benefits step down significantly if not triggered in the first 1‐2 years of the program. Next Step Study tasks will help ensure that the City receives maximum benefit of this new federal program specifically targeted to help cities such as Englewood. CITY PLANNING DOCUMENTATION AVAILABLE FOR DOWNLOAD The following documents produced through the previously cited planning efforts will be made available through the following Dropbox link: https://www.dropbox.com/sh/4g5snr7b4fxfy31/AAADvKVE0ORykTG1qEGTsEipa?dl=0  2007 Englewood Downtown and Medical District Small Area Plan with Updates  2009 Ready, Set, Action! An Urban Design Action Plan for the Englewood Downtown and Medical Districts  2011 Englewood Complete Streets Toolbox  2013 Englewood Light Rail Corridor Station Area Master Plan  2015 Englewood Light Rail Corridor Next Step Study  2015 Englewood Walk and Wheel Master Plan  2016 Englewood Forward Comprehensive Plan  2016 ULI Technical Advisory Panel Report  2018 ULI Healthy Corridors Report  2018 City of Englewood Phase I Downtown Development Authority Analysis  2019 City of Englewood Phase II Downtown Development Authority Market Assessment  2019 Englewood CityCenter Master Developer RFQ and RFP  2019 Arapahoe County South Platte Connections Study Page 125 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 27 EXHIBIT D: CITY OF ENGLEWOOD SAMPLE PROFESSIONAL SERVICES AGREEMENT (Note: this sample document is based on a recent City IT consulting services agreement and it will need to be further refined to serve as the professional services agreement for the Project which is the subject of this RFP.) This Professional Services Agreement (the “Agreement”) is made as of this _____ day of ____________, 20__, (the “Effective Date”) by and between ___________________, a ___________ corporation (“Consultant”), and The City of Englewood, Colorado, a municipal corporation organized under the laws of the State of Colorado (“City”). City desires that Consultant, from time to time, provide certain consulting services, systems integration services, data conversion services, training services, and/or related services as described herein, and Consultant desires to perform such services on behalf of City on the terms and conditions set forth herein. In consideration of the foregoing and the terms hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Definitions. The terms set forth below shall be defined as follows: (a) “Intellectual Property Rights” shall mean any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing (1) rights associate with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask‐works, (2) trademark and trade name rights and similar rights, (3) trade secret rights, (4) patents, designs, algorithms and other industrial property rights, (5) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated) (including logos, “rental” rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and (6) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing). (b) “Work Product” shall mean all patents, patent applications, inventions, designs, mask works, processes, methodologies, copyrights and copyrightable works, trade secrets including confidential information, data, designs, manuals, training materials and documentation, formulas, knowledge of manufacturing processes, methods, prices, financial and accounting data, products and product specifications and all other Intellectual Property Rights created, developed or prepared, documented and/or delivered by Consultant, pursuant to the provision of the Services. 2. Statements of Work. During the term hereof and subject to the terms and conditions contained herein, Consultant agrees to provide, on an as requested basis, the consulting services, systems Page 126 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 28 integration services, data conversion services, training services, and related services (the “Services”) as further described in Schedule A (the “Statement of Work”) for City, and in such additional Statements of Work as may be executed by each of the parties hereto from time to time pursuant to this Agreement. Each Statement of Work shall specify the scope of work, specifications, basis of compensation and payment schedule, estimated length of time required to complete each Statement of Work, including the estimated start/finish dates, and other relevant information and shall incorporate all terms and conditions contained in this Agreement 3. Performance of Services. (a) Performance. Consultant shall perform the Services necessary to complete all projects outlined in a Statement of Work in a timely and professional manner consistent with the specifications, if any, set forth in the Statement of Work, and in accordance with industry standards. Consultant agrees to exercise the highest degree of professionalism, and to utilize its expertise and creative talents in completing the projects outlined in a Statement of Work. (b) Delays. Consultant agrees to notify City promptly of any factor, occurrence, or event coming to its attention that may affect Consultant’s ability to meet the requirements of the Agreement, or that is likely to occasion any material delay in completion of the projects contemplated by this Agreement or any Statement of Work. Such notice shall be given in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure. Time is expressly made of the essence with respect to each and every term and provision of this Agreement. (c) Discrepancies. If anything necessary for the clear understanding of the Services has been omitted from the Agreement specifications or it appears that various instructions are in conflict, Vendor shall secure written instructions from City’s project director before proceeding with the performance of the Services affected by such omissions or discrepancies. 4. Invoices and Payment. Unless otherwise provided in a Statement of Work, City shall pay the amounts agreed to in a Statement of Work within thirty (30) days following the acceptance by City of the work called for in a Statement of Work by City. Acceptance procedures shall be outlined in the Statement of Work. If City disputes all or any portion of an invoice for charges, then City shall pay the undisputed portion of the invoice by the due date and shall provide the following notification with respect to the disputed portion of the invoice. City shall notify Consultant as soon as possible of the specific amount disputed and shall provide reasonable detail as to the basis for the dispute. The parties shall then attempt to resolve the disputed portion of such invoice as soon as possible. Upon resolution of the disputed portion, City shall pay to Consultant the resolved amount. 5. Taxes. City is not subject to taxation. No federal or other taxes (excise, luxury, transportation, sales, etc.) shall be included in quoted prices. City shall not be obligated to pay or reimburse Consultant for any taxes attributable to the sale of any Services which are imposed on or measured by net or gross income, capital, net worth, franchise, privilege, any other taxes, or assessments, nor any of the foregoing imposed on or payable by Consultant. Upon written notification by City and subsequent verification by Consultant, Consultant shall reimburse or credit, as applicable, City in a Page 127 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 29 timely manner, for any and all taxes erroneously paid by City. City shall provide Consultant with, and Consultant shall accept in good faith, resale, direct pay, or other exemption certificates, as applicable. 6. Out of Pocket Expenses. Consultant shall be reimbursed only for expenses which are expressly provided for in a Statement of Work or which have been approved in advance in writing by City, provided Consultant has furnished such documentation for authorized expenses as City may reasonably request. 7. Audits. Consultant shall provide such employees and independent auditors and inspectors as City may designate with reasonable access to all sites from which Services are performed for the purposes of performing audits or inspections of Consultant’s operations and compliance with this Agreement. Consultant shall provide such auditors and inspectors any reasonable assistance that they may require. Such audits shall be conducted in such a way so that the Services or services to any other customer of Consultant are not impacted adversely. 8. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall continue unless this Agreement is terminated as provided in this Section 8. (a) Convenience. City may, without cause and without penalty, terminate the provision of Services under any or all Statements of Work upon thirty (30) days prior written notice. Upon such termination, City shall, upon receipt of an invoice from Consultant, pay Consultant for Services actually rendered prior to the effective date of such termination. Charges will be based on time expended for all incomplete tasks as listed in the applicable Statement of Work, and all completed tasks will be charged as indicated in the applicable Statement of Work. (b) No Outstanding Statements of Work. Either party may terminate this Agreement by providing the other party with at least thirty (30) days prior written notice of termination if there are no outstanding Statements of Work. (c) Material Breach. If either party materially defaults in the performance of any term of a Statement of Work or this Agreement with respect to a specific Statement of Work (other than by nonpayment) and does not substantially cure such default within thirty (30) days after receiving written notice of such default, then the non‐defaulting party may terminate this Agreement or any or all outstanding Statements of Work by providing ten (10) days prior written notice of termination to the defaulting party. (d) Bankruptcy or Insolvency. Either party may terminate this Agreement effective upon written notice stating its intention to terminate in the event the other party: (1) makes a general assignment of all or substantially all of its assets for the benefit of its creditors; (2) applies for, consents to, or acquiesces in the appointment of a receiver, trustee, custodian, or liquidator for its business or all or substantially all of its assets; (3) files, or consents to or acquiesces in, a petition seeking relief or reorganization under any bankruptcy or insolvency laws; or (4) files a petition seeking relief or reorganization under any bankruptcy or insolvency laws is filed against that other party and is not dismissed within sixty (60) days after it was filed. Page 128 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 30 (e) TABOR. The parties understand and acknowledge that each party is subject to Article X, § 20 of the Colorado Constitution ("TABOR"). The parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi‐fiscal year direct or indirect debt or obligation within the meaning of TABOR and, notwithstanding anything in this Agreement to the contrary, all payment obligations of City are expressly dependent and conditioned upon the continuing availability of funds beyond the term of City's current fiscal period ending upon the next succeeding December 31. Financial obligations of City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of City and applicable law. Upon the failure to appropriate such funds, this Agreement shall be deemed terminated. (f) Return of Property. Upon termination of this Agreement, both parties agree to return to the other all property (including any Confidential Information, as defined in Section 11) of the other party that it may have in its possession or control. 9. City Obligations. City will provide timely access to City personnel, systems and information required for Consultant to perform its obligations hereunder. City shall provide to Consultant’s employees performing its obligations hereunder at City’s premises, without charge, a reasonable work environment in compliance with all applicable laws and regulations, including office space, furniture, telephone service, and reproduction, computer, facsimile, secretarial and other necessary equipment, supplies, and services. With respect to all third party hardware or software operated by or on behalf of City, City shall, at no expense to Consultant, obtain all consents, licenses and sublicenses necessary for Consultant to perform under the Statements of Work and shall pay any fees or other costs associated with obtaining such consents, licenses and sublicenses. 10. Staff. Consultant is an independent consultant and neither Consultant nor Consultant’s staff is, or shall be deemed to be employed by City. City is hereby contracting with Consultant for the Services described in a Statement of Work and Consultant reserves the right to determine the method, manner and means by which the Services will be performed. The Services shall be performed by Consultant or Consultant’s staff, and City shall not be required to hire, supervise or pay any assistants to help Consultant perform the Services under this Agreement. Except to the extent that Consultant’s work must be performed on or with City’s computers or City’s existing software, all materials used in providing the Services shall be provided by Consultant. 11. Confidential Information. (a) Obligations. Each party hereto may receive from the other party information which relates to the other party’s business, research, development, trade secrets or business affairs (“Confidential Information”). Subject to the provisions and exceptions set forth in the Colorado Open Records Act, CRS Section 24‐72‐101 et. seq., each party shall protect all Confidential Information of the other party with the same degree of care as it uses to avoid unauthorized use, disclosure, publication or dissemination of its own confidential information of a similar nature, but in no event less than a reasonable degree of care. Without limiting the generality of the foregoing, each party hereto agrees not to disclose or permit any other person or entity access to the other party’s Confidential Information except such disclosure or access shall be permitted to an employee, agent, Page 129 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 31 representative or independent consultant of such party requiring access to the same in order to perform his or her employment or services. Each party shall insure that their employees, agents, representatives, and independent consultants are advised of the confidential nature of the Confidential Information and are precluded from taking any action prohibited under this Section 11. Further, each party agrees not to alter or remove any identification, copyright or other proprietary rights notice which indicates the ownership of any part of such Confidential Information by the other party. A party hereto shall undertake to immediately notify the other party in writing of all circumstances surrounding any possession, use or knowledge of Confidential Information at any location or by any person or entity other than those authorized by this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall restrict either party with respect to information or data identical or similar to that contained in the Confidential Information of the other party but which (1) that party rightfully possessed before it received such information from the other as evidenced by written documentation; (2) subsequently becomes publicly available through no fault of that party; (3) is subsequently furnished rightfully to that party by a third party without restrictions on use or disclosure; or (4) is required to be disclosed by law, provided that the disclosing party will exercise reasonable efforts to notify the other party prior to disclosure. (b) Know‐How. For the avoidance of doubt neither City nor Consultant shall be prevented from making use of know‐how and principles learned or experience gained of a non‐proprietary and non‐ confidential nature. (c) Remedies. Each of the parties hereto agree that if any of them, their officers, employees or anyone obtaining access to the Confidential Information of the other party by, through or under them, breaches any provision of this Section 11, the non‐breaching party shall be entitled to an accounting and repayment of all profits, compensation, commissions, remunerations and benefits which the breaching party, its officers or employees directly or indirectly realize or may realize as a result of or growing out of, or in connection with any such breach. In addition to, and not in limitation of the foregoing, in the event of any breach of this Section 11, the parties agree that the non‐breaching party will suffer irreparable harm and that the total amount of monetary damages for any such injury to the non‐breaching party arising from a violation of this Section 11 would be impossible to calculate and would therefore be an inadequate remedy at law. Accordingly, the parties agree that the non‐breaching party shall be entitled to temporary and permanent injunctive relief against the breaching party, its officers or employees and such other rights and remedies to which the non‐breaching party may be entitled to at law, in equity or under this Agreement for any violation of this Section 11. The provisions of this Section 11 shall survive the expiration or termination of this Agreement for any reason. 12. Project Managers. Each party shall designate one of its employees to be its Project Manager under each Statement of Work, who shall act for that party on all matters under the Statement of Work. Each party shall notify the other in writing of any replacement of a Project Manager. The Project Managers for each Statement of Work shall meet as often as either one requests to review the status of the Statement of Work. Page 130 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 32 13. Warranties. (a) Authority. Consultant represents and warrants that: (1) Consultant has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (2) the execution of this Agreement by Consultant, and the performance by Consultant of its obligations and duties hereunder, do not and will not violate any agreement to which Consultant is a party or by which it is otherwise bound under any applicable law, rule or regulation; (3) when executed and delivered by Consultant, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (4) Consultant acknowledges that City makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided for in this Agreement (b) Service Warranty. Consultant warrants that its employees and consultants shall have sufficient skill, knowledge, and training to perform Services and that the Services shall be performed in a professional and workmanlike manner. (c) Personnel. Unless a specific number of employees is set forth in the Statement of Work, Consultant warrants it will provide sufficient employees to complete the Services ordered within the applicable time frames established pursuant to this Agreement or as set forth in the Statement of Work. During the course of performance of Services, City may, for any or no reason, request replacement of an employee or a proposed employee. In such event, Consultant shall, within five (5) working days of receipt of such request from City, provide a substitute employee of sufficient skill, knowledge, and training to perform the applicable Services. Consultant shall require employees providing Services at a City location to comply with applicable City security and safety regulations and policies. (d) Compensation and Benefits. Consultant shall provide for and pay the compensation of employees and shall pay all taxes, contributions, and benefits (such as, but not limited to, workers’ compensation benefits) which an employer is required to pay relating to the employment of employees. City shall not be liable to Consultant or to any employee for Consultant’s failure to perform its compensation, benefit, or tax obligations. Consultant shall indemnify, defend and hold City harmless from and against all such taxes, contributions and benefits and will comply with all associated governmental regulations, including the filing of all necessary reports and returns. 14. Indemnification. (a) Consultant Indemnification. Consultant shall indemnify, defend and hold harmless City, its directors, officers, employees, and agents and the heirs, executors, successors, and permitted assigns of any of the foregoing (the “City Indemnitees”) from and against all losses, claims, obligations, demands, assessments, fines and penalties (whether civil or criminal), liabilities, expenses and costs (including reasonable fees and disbursements of legal counsel and accountants), bodily and other personal injuries, damage to tangible property, and other damages, of any kind or nature, suffered or incurred by a City Indemnitee directly or indirectly arising from or related to: (1) any negligent or intentional act or omission by Consultant or its representatives in the performance of Consultant’s obligations under this Agreement, or (2) any material breach in a representation, warranty, covenant or obligation of Consultant contained in this Agreement. Page 131 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 33 (b) Infringement. Consultant will indemnify, defend, and hold City harmless from all Indemnifiable Losses arising from any third party claims that any Work Product or methodology supplied by Consultant infringes or misappropriates any Intellectual Property rights of any third party; provided, however, that the foregoing indemnification obligation shall not apply to any alleged infringement or misappropriation based on: (1) use of the Work Product in combination with products or services not provided by Consultant to the extent that such infringement or misappropriation would have been avoided if such other products or services had not been used; (2) any modification or enhancement to the Work Product made by City or anyone other than Consultant or its sub‐consultants; or (3) use of the Work Product other than as permitted under this Agreement. (c) Indemnification Procedures. Not with‐standing anything else contained in this Agreement, no obligation to indemnify which is set forth in this Section 14 shall apply unless the party claiming indemnification notifies the other party as soon as practicable to avoid any prejudice in the claim, suit or proceeding of any matters in respect of which the indemnity may apply and of which the notifying party has knowledge and gives the other party the opportunity to control the response thereto and the defense thereof; provided, however, that the party claiming indemnification shall have the right to participate in any legal proceedings to contest and defend a claim for indemnification involving a third party and to be represented by its own attorneys, all at such party’s cost and expense; provided further, however, that no settlement or compromise of an asserted third‐ party claim other than the payment/money may be made without the prior written consent of the party claiming indemnification. (d) Immunity. City, its officers, and its employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. 24‐10‐101 et seq., as from time to time amended, or otherwise available to City, its officers, or its employees. 15. Insurance. (a) Requirements. Consultant agrees to keep in full force and effect and maintain at its sole cost and expense the following policies of insurance during the term of this Agreement: (1) The Consultant shall comply with the Workers’ Compensation Act of Colorado and shall provide compensation insurance to protect the City from and against any and all Workers’ Compensation claims arising from performance of the work under this contract. Workers’ Compensation insurance must cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, as well as the Employers’ Liability within the minimum statutory limits. (2) Commercial General Liability Insurance and auto liability insurance (including contractual liability insurance) providing coverage for bodily injury and property damage with a combined single limit of not less than three million dollars ($3,000,000) per occurrence. (3) Professional Liability/Errors and Omissions Insurance covering acts, errors and omissions arising out of Consultant’s operations or Services in an amount not less than one million dollars ($1,000,000) per occurrence. Page 132 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 34 (4) Employee Dishonesty and Computer Fraud Insurance covering losses arising out of or in connection with any fraudulent or dishonest acts committed by Consultant personnel, acting alone or with others, in an amount not less than one million dollars ($1,000,000) per occurrence. (b) Approved Companies. All such insurance shall be procured with such insurance companies of good standing, permitted to do business in the country, state or territory where the Services are being performed. (c) Certificates. Consultant shall provide City with certificates of insurance evidencing compliance with this Section 15 (including evidence of renewal of insurance) signed by authorized representatives of the respective carriers for each year that this Agreement is in effect. Certificates of insurance will list the City of Englewood as an additional insured. Each certificate of insurance shall provide that the issuing company shall not cancel, reduce, or otherwise materially change the insurance afforded under the above policies unless thirty (30) days’ notice of such cancellation, reduction or material change has been provided to City. 16. Rights in Work Product. (a) Generally. Except as specifically agreed to the contrary in any Statement of Work, all Intellectual Property Rights in and to the Work Product produced or provided by Consultant under any Statement of Work shall remain the property of Consultant. With respect to the Work Product, Consultant unconditionally and irrevocably grants to City during the term of such Intellectual Property Rights, a non‐exclusive, irrevocable, perpetual, worldwide, fully paid and royalty‐free license, to reproduce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed, such Intellectual property Rights. (b) Know‐How. Notwithstanding anything to the contrary herein, each party and its respective personnel and consultants shall be free to use and employ its and their general skills, know‐how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know‐ how, methods, techniques, or skills gained or learned during the course of any assignment, so long as it or they acquire and apply such information without disclosure of any Confidential Information of the other party. 17. Relationship of Parties. Consultant is acting only as an independent consultant and does not undertake, by this Agreement, any Statement of Work or otherwise, to perform any obligation of City, whether regulatory or contractual, or to assume any responsibility for City’s business or operations. Neither party shall act or represent itself, directly or by implication, as an agent of the other, except as expressly authorized in a Statement of Work. 18. Complete Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the matters covered herein. 19. Applicable Law. Consultant shall comply with all applicable laws in performing Services but shall be held harmless for violation of any governmental procurement regulation to which it may be subject but to which reference is not made in the applicable Statement of Work. This Agreement shall be construed in accordance with the laws of the State of Colorado. Any action or proceeding brought to interpret or enforce the provisions of this Agreement shall be brought before the state or Page 133 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 35 federal court situated in Arapahoe County, Colorado and each party hereto consents to jurisdiction and venue before such courts. 20. Scope of Agreement. If the scope of any provisions of this Agreement is too broad in any respect whatsoever to permit enforcement to its fullest extent, then such provision shall be enforced to the maximum extent permitted by law, and the parties hereto consent to and agree that such scope may be judicially modified accordingly and that the whole of such provision of this Agreement shall not thereby fail, but that the scope of such provision shall be curtailed only to the extent necessary to conform to law. 21. Additional Work. After receipt of a Statement of Work, City, with Consultant’s consent, may request Consultant to undertake additional work with respect to such Statement of Work. In such event, City and Consultant shall execute an addendum to the Statement of Work specifying such additional work and the compensation to be paid to Consultant for such additional work. 22. Sub‐consultants. Consultant may not subcontract any of the Services to be provided hereunder without the prior written consent of City. In the event of any permitted subcontracting, the agreement with such third party shall provide that, with respect to the subcontracted work, such sub‐consultant shall be subject to all of the obligations of Consultant specified in this Agreement. 23. Notices. Any notice provided pursuant to this Agreement shall be in writing to the parties at the addresses set forth below and shall be deemed given (1) if by hand delivery, upon receipt thereof, (2) three (3) days after deposit in the United States mails, postage prepaid, certified mail, return receipt requested or (3) one (1) day after deposit with a nationally‐recognized overnight courier, specifying overnight priority delivery. Either party may change its address for purposes of this Agreement at any time by giving written notice of such change to the other party hereto. 24. Assignment. This Agreement may not be assigned by Consultant without the prior written consent of City. Except for the prohibition of an assignment contained in the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto. 25. Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the parties hereto and shall not confer any rights upon any person or entity not a party to this Agreement. 26. Headings. The section headings in this Agreement are solely for convenience and shall not be considered in its interpretation. The recitals set forth on the first page of this Agreement are incorporated into the body of this Agreement. The exhibits referred to throughout this Agreement and any Statement of Work prepared in conformance with this Agreement are incorporated into this Agreement. 27. Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall not effect in any way the full right to require such performance at any subsequent time; nor shall the waiver by either party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself. Page 134 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 36 28. Force Majeure. If performance by Consultant of any service or obligation under this Agreement is prevented, restricted, delayed or interfered with by reason of labor disputes, strikes, acts of God, floods, lightning, severe weather, shortages of materials, rationing, utility or communications failures, earthquakes, war, revolution, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any governmental or judicial authority or representative of any such government, or any other act whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of Consultant, then Consultant shall be excused from such performance to the extent of such prevention, restriction, delay or interference. If the period of such delay exceeds thirty (30) days, City may, without liability, terminate the affected Statement of Work(s) upon written notice to Consultant. 29. Time of Performance. Time is expressly made of the essence with respect to each and every term and provision of this Agreement. 30. Permits. Consultant shall at its own expense secure any and all licenses, permits or certificates that may be required by any federal, state or local statute, ordinance or regulation for the performance of the Services under the Agreement. Consultant shall also comply with the provisions of all Applicable Laws in performing the Services under the Agreement. At its own expense and at no cost to City, Consultant shall make any change, alteration or modification that may be necessary to comply with any Applicable Laws that Consultant failed to comply with at the time of performance of the Services. 31. Media Releases. Except for any announcement intended solely for internal distribution by Consultant or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of Consultant, all media releases, public announcements, or public disclosures (including, but not limited to, promotional or marketing material) by Consultant or its employees or agents relating to this Agreement or its subject matter, or including the name, trade mark, or symbol of City, shall be coordinated with and approved in writing by City prior to the release thereof. Consultant shall not represent directly or indirectly that any Services provided by Consultant to City has been approved or endorsed by City or include the name, trade mark, or symbol of City on a list of Consultant’s customers without City’s express written consent. 32. Nonexclusive Market and Purchase Rights. It is expressly understood and agreed that this Agreement does not grant to Consultant an exclusive right to provide to City any or all of the Services and shall not prevent City from acquiring from other suppliers services similar to the Services. Consultant agrees that acquisitions by City pursuant to this Agreement shall neither restrict the right of City to cease acquiring nor require City to continue any level of such acquisitions. Estimates or forecasts furnished by City to Consultant prior to or during the term of this Agreement shall not constitute commitments. 33. Survival. The provisions of Sections 5, 8(g), 10, 11, 13, 14, 16, 17, 19, 23, 25 and 31 shall survive any expiration or termination for any reason of this Agreement. Page 135 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 37 34. Verification of Compliance with C.R.S. 8‐17.5‐101 ET.SEQ. Regarding Hiring of Illegal Aliens: (a) Employees, Consultants and Sub‐consultants: Consultant shall not knowingly employ or contract with an illegal alien to perform work under this Contract. Consultant shall not contract with a sub‐consultant that fails to certify to the Consultant that the sub‐consultant will not knowingly employ or contract with an illegal alien to perform work under this Contract. [CRS 8‐17.5‐102(2)(a)(I) & (II).] (b) Verification: Consultant will participate in either the E‐Verify program or the Department program, as defined in C.R.S. 8‐17.5‐101 (3.3) and 8‐17.5‐101 (3.7), respectively, in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under this public contract for services. Consultant is prohibited from using the E‐Verify program or the Department program procedures to undertake pre‐employment screening of job applicants while this contract is being performed. (c) Duty to Terminate a Subcontract: If Consultant obtains actual knowledge that a sub‐ consultant performing work under this Contract knowingly employs or contracts with an illegal alien, the Consultant shall; (1) notify the sub‐consultant and the City within three days that the Consultant has actual knowledge that the sub‐consultant is employing or contracting with an illegal alien; and (2) terminate the subcontract with the sub‐consultant if, within three days of receiving notice required pursuant to this paragraph the sub‐consultant does not stop employing or contracting with the illegal alien; except that the Consultant shall not terminate the contract with the sub‐consultant if during such three days the sub‐consultant provides information to establish that the sub‐consultant has not knowingly employed or contracted with an illegal alien. (d) Duty to Comply with State Investigation: Consultant shall comply with any reasonable request of the Colorado Department of Labor and Employment made in the course of an investigation by that the Department is undertaking pursuant to C.R.S. 8‐17.5‐102 (5) (e) Damages for Breach of Contract: The City may terminate this contract for a breach of contract, in whole or in part, due to Consultant’s breach of any section of this paragraph or provisions required pursuant to CRS 8‐17.5‐102. Consultant shall be liable for actual and consequential damages to the City in addition to any other legal or equitable remedy the City may be entitled to for a breach of this Contract under this Paragraph 34. Page 136 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 38 35. Intergovernmental Agreement. Consultant shall comply with all provisions of the original Intergovernmental Agreement between the City of Englewood and the Regional Transportation District under Schedule B of this professional services agreement. Page 137 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 39 IN WITNESS WHEREOF, the parties to this Agreement have caused it to be executed by their authorized officers as of the day and year first above written. This Agreement may be executed in CITY OF ENGLEWOOD, COLORADO By: _______________________________________ (Signature) _______________________________________ (Print Name) Title: ______________________________________ Date: ______________________________________ ATTEST: ______________________________ City Clerk _____________________________ (Consultant Name) ___________________________________ Address __________________________________ City, State, Zip Code By: (Signature) ________________________________ (Print Name) Title: Date: ______________________________ Page 138 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 40 SCHEDULE A STATEMENT OF WORK AND FEE SCHEDULE (TO BE ATTACHED HERE) Page 139 of 316 RFP‐19‐044: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study 41 SCHEDULE B INTERGOVERNMENTAL AGREEMENT (TO BE ATTACHED HERE) Page 140 of 316 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Karen Montanez, Laura Herblan DEPARTMENT: City Manager's Office DATE: December 16, 2019 SUBJECT: Conditional Permit for Severe Weather Sheltering in Places of Religious Assembly DESCRIPTION: Conditional Permit for Severe Weather Sheltering in Places of Religious Assembly RECOMMENDATION: Staff is providing the City Council with a Resolution approving and adopting a temporary conditional permit process to allow for temporary sheltering in places of religious assembly for those need in shelter three includes resolution The weather severe during conditions. requirement options for Council to choose from so that any option Council selects can be incoprorated into the approved Resolution. PREVIOUS COUNCIL ACTION: At the November 25 Study Session, staff presented Council with a survey to illustrate how various surrounding agencies are currently responding to the request for utilization of places of worship as severe weather sheltering locations and provided a sample draft permit from Littleton. Staff also provided a recommendation to shelter people experiencing homelessness in structures containing operational fire suppression systems. The following options were provided: 1. Identify the use of alternative locations as shelters on severe weather nights that are capable to safely accommodate the need and also properly protect the occupants, volunteers, surrounding neighbors, emergency responders, and the property. 2. Utilize Motel / Hotel Vouchers for issuance to persons on severe weather nights. 3. Conditional Use Permit: Allows temporary sheltering in places of religious worship though a permit process that requires the fire protection systems, as prescribed by the 2015 International Codes. 4. Conditional Use Permit: Allows temporary sheltering in places of religious worship though a permit process that does not require the minimum fire protection systems prescribed by the 2015 International Codes (to be defined based on occupancy need), but would require other alternate measures to improve life-safety measures. 5. 2015 Building/Fire Code Amendment to allow severe weather sheltering in places of religious worship with certain life-safety provisions in the absence of fire protection systems. Page 141 of 316 At a developing Option pursue to staff 4, Council meeting, 25 November the directed Conditional Use Permit and associated requirements for permitting. Further, to identify options for the number of allowed persons in each temporary shelter and the total number of days allowed for sheltering. SUMMARY: While staff is preparing to develop comprehensive code amendments for the 2018 International Code adoption process to address the issue of providing shelter for the homeless during severe weather events, the draft Resolution provides an avenue for which City Council to provide a temporary solution to the problem of shelter in severe weather for people experiencing homelessness. As directed by City Council, the City Staff has provided the three alternative draft policies for issuing a conditional permit for religious assemblies to provide temporary shelter. The primary difference between the three proposed alternative policies is in reference to the number of persons allowed to be sheltered within a temporary severe weather site and the number of individuals required for fire watch responsibiilties. Each policy also provides for installation of panic hardware upon doors, or an approved alternative. ANALYSIS: The Englewood facilities in question are currently unable to accommodate sheltering as they do not meet the safety requirements outlined in the 2015 International Building and Fire Code as amended. The Chief Building Official and Fire Marshal agree that the use of local churches as temporary shelters are not allowed by currently adopted code. The Code Officials are proposing three Severe Weather Shelter Conditional Permits with differentiating requirements for Council’s consideration. Those differences are as follows: • Option 1 (most restrictive) Allows for a maximum of sixteen (16) people to be housed. A fire watch of at least one person (1) awake at all times. • Option 2 (moderately restrictive) Allows for a maximum of thirty-two (32) people to be housed. A fire watch of at least two (2) people on site and one person (1) awake at all times. • Option 3 (least restrictive) Allows for a maximum of forty-nine (49) people to be housed. A fire watch of at least two (2) people on site and awake at all times. All three options include the following requirements: • Prior to issuance of any permit, the facility shall not have any outstanding fire or building code violations. An inspection with both the Fire Marshal’s office and Building Division shall be scheduled no less than 10 business days prior to the initial opening of the shelter. • Permit is limited to sheltering during severe weather (32 degrees and wet or 20 degrees and dry). • Limitation day: 45 days per year. • Hour of operation: 6 PM – 8AM. Page 142 of 316 • Panic hardware shall be required on all exit doors or an approved alternative method based on occupancy/egress. • Sheltering is limited to the 1st floor unless a fire suppression and fire alarm system are provided. • A detailed floor plan is required and must include the layout of cots and/or mats, location of exits and location of fire extinguishers. • All required means of egress and required signage shall be maintained and unobstructed at all times. • Smoke detectors and Carbon Monoxide alarms must be installed and maintained in working order. • A minimum of two (2) 2A:10BC fire extinguishers shall be installed as required by the International Fire Code. The travel distance to a fire extinguisher shall not exceed 75 feet. • An emergency evacuation plan and procedures specific to the sheltering use shall be provided to the Fire Marshal and the approved plan must be posted during shelter hours. • Curtains, draperies, etc. shall meet the flame spread performance criteria of NFPA 701 • No cooking is allowed unless in a kitchen equipped with a Type 1 commercial kitchen hood system. • No candles, smoking or open flames are permitted. • No portable heating devices shall be permitted. • The use shall be subject to inspection throughout the term of the permit at the discretion of the Fire Marshal’s office. If fire code or building code violations are noted during the permit period, they must be rectified immediately or the permit may be revoked. The Fire Marshal and Chief Building Official would encourage the adoption of Option #1 for several reasons. As stated, the facilities in Englewood lack the minimum fire protection systems required by code. The proposed use is a new use by the facilities and it would be prudent to keep the number of people housed to a minimum. Also, while some organizations will have a very defined and tested process, other organizations may not have a tested process but would have the same occupancy options as an established organization. FINANCIAL IMPLICATIONS: Standard permitting fees will apply, though it is unlikely that the revenue from permit fees would fully cover staff costs of plan review and inspection of facilities. ALTERNATIVES: 1. Disallow temporary sheltering as described 2. Allow temporary sheltering with different options than those provided herein 3. Amend Fire and Building Codes to allow sheltering in facilities that do not have fire supression systems CONCLUSION: While the goal of this proposal is to address an expressed community need (shelter in severe weather for people experiencing homelessness), City staff must ensure life safety measures in all facilities and properly classify shelters within the parameters established by the International Codes. While staff's recommendation remains to shelter unhoused individuals in facilities that meet all life safety criteria, staff respects the role of Council as the policy board, and believes the proposed Options strike a balance between the need for shelter and the need to ensure safe occupancy for people experiencing homelessness. Page 143 of 316 ATTACHMENTS: Resolution # ___ - Emergency Shelter Shelter Requirements Option 1 Shelter Requirements Option 2 Shelter Requirements Option 3 Conditional Use Permit Option Fire Marshal Site Inspection Form Page 144 of 316 P a g e 1 | 2 RESOLUTION NO. ___ SERIES OF 201_ A RESOLUTION APPROVING AND ADOPTING A POLICY TO ALLOW FOR RELIGIOUS ASSEMBLIES TO APPLY FOR A CONDITIONAL PERMIT TO PROVIDE EMERGENCY TEMPORARY SHELTER DURING WINTER WEATHER RELATED EMERGENCIES BETWEEN DECEMBER, 2019 AND MAY, 2020. WHEREAS, It is a compelling governmental interest of the City of Englewood to protect the health, safety, and welfare of all people residing within the City through thoughtful enforcement of the City’s adopted life safety codes, including the 2015 International Building and Fire Codes, as amended; WHEREAS, E.M.C. Title 8, Chapter 2A, Section 8-2A-1, adopting the International Building Code, 2015 Edition, including amendments, includes Section 3103 of the 2015 International Building Code, which provides that the structural strength, fire safety, means of egress, accessibility, light, ventilation and sanitary requirements for temporary uses shall be as necessary to ensure public health, safety and general welfare; WHEREAS, E.M.C. Title 8, Chapter 2E, Section 8-2E-1, adopting the International Fire Code, 2015 Edition, including amendments, provides that the fire code official is authorized to issue a conditional permit to occupy premises, or a portion thereof, before work or operations is completed, provided that such portion will be occupied safely prior to full completion or installation of equipment and operations without endangering life or public welfare; WHEREAS, E.M.C. Title 16, Chapter 11, Section 16-11-2 of the Unified Development Code defines Emergency Temporary Shelters as structures, or portions of a structure, providing temporary housing for persons in need of shelter due to limited financial resources (including people who are homeless), weather -related emergencies, or other emergencies; WHEREAS, E.M.C. Title 16, Chapter 11, Section 16-5-1 of the Unified Development Code provides for Religious Assembly in all zoning districts of the City , such assembly to include uses accessory to the religious assembly’s system of beliefs , all in accordance with The Religious Land Use and Institutionalized Persons Act of 2000 ; WHEREAS, the City of Englewood recognizes the need for safe weather related temporary shelters to provide a place for persons within Englewood to seek shelter from the weather when temperatures are life threatening; and WHEREAS, The City of Englewood will seek amendments to those Codes of the City that provide life safety oversight for Emergency Temporary Shelters in an effort to more clearly set forth those standards necessary to best meet the health, safety and welfare needs of all persons residing within the City. Page 145 of 316 P a g e 2 | 2 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section 1. The Englewood City Council hereby approves and adopts the Emergency Temporary Shelter policy, as attached hereto and incorporated herein, such policy setting forth provisions for assuring the structural strength, fire safety, means of egress, accessibility, light, ventilation and sanitary requirements for the temporary use of religious assemblies for Severe Weather Sheltering pursuant to a conditional permit as necessary to ensure the public health, safety and general welfare. Section 2. Such Emergency Temporary Shelter policy shall be effective from the date of approval of this Resolution, as set forth below, through May 30, 2020. Section 3. The Mayor is hereby authorized to sign this Resolution on behalf of the City Council of the City of Englewood. ADOPTED AND APPROVED this ___th day of _____________________, 2019. ATTEST: Linda Olson, Mayor __________________________________ Stephanie Carlile, City Clerk I, Stephanie Carlile, City Clerk for the City of Englewood, Colorado, hereby certify the above is a true copy of Resolution No. __, Series of 2019. ______________________________ Stephanie Carlile, City Clerk Page 146 of 316 O P T I O N 1 – C O N D I T I O N A L P E R M I T R E Q U I R E M E N T S Option 1 – Most Restrictive Temporary Severe Weather Shelter Conditional Permit Requirements Conditional Permits to provide Temporary Severe Weather Shelter are limited to Religious Assemblies in conformance with the City of Englewood’s adopted policy to allow for Religious Assemblies to apply for a Conditional Permit to provide emergency temporary shelter during winter weather related emergencies between December, 2019 and May, 2020 Religious Assembly structures with any outstanding fire or building code violations are not eligible for a Conditional Permit to provide Temporary Severe Weather Shelter. Mandatory inspections must be scheduled no less than ten (10) business days prior to the initial opening of any temporary severe weather shelter. Once approved no new conditional permits will be required for each severe winter weather period. Conditional permits may be revoked for violation of any of the following life safety mandates:  Differentiating Requirements:  Occupancy: A maximum of sixteen (16) people may be housed (occupant load is subject to review)  Fire Watch: A fire watch shall be provided with at least one (1) person awake at all times. Fire Watch personnel shall be properly trained in fire watch procedures as prescribed by the Fire Marshal. Standard Requirements:  Temperature Thresholds: Permit is limited to sheltering during severe weather (temperatures below 32 degrees and wet, or temperatures below 20 degrees and dry).  Limitation of Use: Forty‐five (45) total days per designated severe winter weather period (12/29/19 – 5/30/2020).  Hours of operation: Between the hours of 6 PM – 8 AM.  Ground Floor. Sheltering is limited to the ground floor unless a fire suppression and fire alarm system are provided.  Floor Plan. A detailed floor plan is required and must include the layout of cots and/or mats, location of exits and location of fire extinguishers.         P a g e 1 | 2 Page 147 of 316 O P T I O N 1 – C O N D I T I O N A L P E R M I T R E Q U I R E M E N T S   Egress Signage. All required means of egress and required signage shall be maintained and unobstructed at all times.  Safety Detectors. Smoke detectors and Carbon Monoxide alarms must be installed and maintained in working order.  Fire Extinguishers. A minimum of two (2) 2A:10BC fire extinguishers shall be installed as required by the International Fire Code. The travel distance to a fire extinguisher shall not exceed 75 feet.  Exit Door Safety Equipment. Panic hardware on exit doors or an approved alternative method based on occupancy / egress.  Evacuation Plan. An emergency evacuation plan and procedures specific to the sheltering use shall be provided to the Fire Marshal and the approved plan must be posted during shelter hours.  Flame Retardant Materials. Curtains, draperies, etc. shall meet the flame spread performance criteria of NFPA 701  Cooking Prohibited. No cooking is allowed unless in a kitchen equipped with a Type 1 commercial kitchen hood system.  Open Flame Prohibited. No candles, smoking or open flames are permitted.  Portable Heaters Prohibited. No portable heating devices shall be permitted.  Premises Inspections. Following approval of a conditional permit the premises shall be subject to announced and unannounced inspection throughout the term of the permit at the discretion of the Fire Marshal’s office. The purpose of such inspection is limited to verifying compliance with the terms of the conditional permit. All efforts will be made to be respectful of occupants during inspections which may overlap with regular sleeping hours of a severe winter weather event.      P a g e 2 | 2 Page 148 of 316 O P T I O N 2 – C O N D I T I O N A L P E R M I T R E Q U I R E M E N T S Option 2 – Moderately Restrictive Temporary Severe Weather Shelter Conditional Permit Requirements Conditional Permits to provide Temporary Severe Weather Shelter are limited to Religious Assemblies in conformance with the City of Englewood’s adopted policy to allow for Religious Assemblies to apply for a Conditional Permit to provide emergency temporary shelter during winter weather related emergencies between December, 2019 and May, 2020 Religious Assembly structures with any outstanding fire or building code violations are not eligible for a Conditional Permit to provide Temporary Severe Weather Shelter. Mandatory inspections must be scheduled no less than ten (10) business days prior to the initial opening of any temporary severe weather shelter. Once approved no new conditional permits will be required for each severe winter weather period. Conditional permits may be revoked for violation of any of the following life safety mandates: Differentiating Requirements:  Occupancy: A maximum of thirty‐two (32) people may be housed (occupant load is subject to review)  Fire Watch: A fire watch shall be provided with at least two (2) people on site and one (1) person awake at all times. Fire Watch personnel shall be properly trained in fire watch procedures as prescribed by the Fire Marshal. Standard Requirements:  Temperature Thresholds: Permit is limited to sheltering during severe weather (temperatures below 32 degrees and wet, or temperatures below 20 degrees and dry).  Limitation of Use: Forty‐five (45) total days per designated severe winter weather period (12/29/19 – 5/30/2020).  Hours of operation: Between the hours of 6 PM – 8 AM.  Ground Floor. Sheltering is limited to the ground floor unless a fire suppression and fire alarm system are provided.  Floor Plan. A detailed floor plan is required and must include the layout of cots and/or mats, location of exits and location of fire extinguishers.  .         P a g e 1 | 2 Page 149 of 316 O P T I O N 2 – C O N D I T I O N A L P E R M I T R E Q U I R E M E N T S  Egress Signage. All required means of egress and required signage shall be maintained and unobstructed at all times.  Safety Detectors. Smoke detectors and Carbon Monoxide alarms must be installed and maintained in working order.  Fire Extinguishers. A minimum of two (2) 2A:10BC fire extinguishers shall be installed as required by the International Fire Code. The travel distance to a fire extinguisher shall not exceed 75 feet.  Exit Door Safety Equipment. Panic hardware on exit doors or an approved alternative method based on occupancy / egress.  Evacuation Plan. An emergency evacuation plan and procedures specific to the sheltering use shall be provided to the Fire Marshal and the approved plan must be posted during shelter hours.  Flame Retardant Materials. Curtains, draperies, etc. shall meet the flame spread performance criteria of NFPA 701  Cooking Prohibited. No cooking is allowed unless in a kitchen equipped with a Type 1 commercial kitchen hood system.  Open Flame Prohibited. No candles, smoking or open flames are permitted.  Portable Heaters Prohibited. No portable heating devices shall be permitted.  Premises Inspections. Following approval of a conditional permit the premises shall be subject to announced and unannounced inspection throughout the term of the permit at the discretion of the Fire Marshal’s office. The purpose of such inspection is limited to verifying compliance with the terms of the conditional permit. All efforts will be made to be respectful of occupants during inspections which may overlap with regular sleeping     P a g e 2 | 2 Page 150 of 316 O P T I O N 3 – C O N D I T I O N A L P E R M I T R E Q U I R E M E N T S Option 3 – Least Restrictive Temporary Severe Weather Shelter Conditional Permit Requirements Conditional Permits to provide Temporary Severe Weather Shelter are limited to Religious Assemblies in conformance with the City of Englewood’s adopted policy to allow for Religious Assemblies to apply for a Conditional Permit to provide emergency temporary shelter during winter weather related emergencies between December, 2019 and May, 2020. Religious Assembly structures with any outstanding fire or building code violations are not eligible for a Conditional Permit to provide Temporary Severe Weather Shelter. Mandatory inspections must be scheduled no less than ten (10) business days prior to the initial opening of any temporary severe weather shelter. Once approved no new conditional permits will be required for each severe winter weather period. Conditional permits may be revoked for violation of any of the following life safety mandates: Differentiating Requirements:  Occupancy: A maximum of forty‐nine (49) people may be housed (occupant load is subject to review)  Fire Watch: A fire watch shall be provided with at least two (2) people on site awake at all times. Fire Watch personnel shall be properly trained in fire watch procedures as prescribed by the Fire Marshal. Standard Requirements:  Temperature Thresholds: Permit is limited to sheltering during severe weather (temperatures below 32 degrees and wet, or temperatures below 20 degrees and dry).  Limitation of Use: Forty‐five (45) total days per designated severe winter weather period (12/29/19 – 5/30/2020).  Hours of operation: Between the hours of 6 PM – 8 AM.  Ground Floor. Sheltering is limited to the ground floor unless a fire suppression and fire alarm system are provided.  Floor Plan. A detailed floor plan is required and must include the layout of cots and/or mats, location of exits and location of fire extinguishers.         P a g e 1 | 2 Page 151 of 316 O P T I O N 3 – C O N D I T I O N A L P E R M I T R E Q U I R E M E N T S  Egress Signage. All required means of egress and required signage shall be maintained and unobstructed at all times.  Safety Detectors. Smoke detectors and Carbon Monoxide alarms must be installed and maintained in working order.  Fire Extinguishers. A minimum of two (2) 2A:10BC fire extinguishers shall be installed as required by the International Fire Code. The travel distance to a fire extinguisher shall not exceed 75 feet.  Exit Door Safety Equipment. Panic hardware on exit doors or an approved alternative method based on occupancy / egress.  Evacuation Plan. An emergency evacuation plan and procedures specific to the sheltering use shall be provided to the Fire Marshal and the approved plan must be posted during shelter hours.  Flame Retardant Materials. Curtains, draperies, etc. shall meet the flame spread performance criteria of NFPA 701  Cooking Prohibited. No cooking is allowed unless in a kitchen equipped with a Type 1 commercial kitchen hood system.  Open Flame Prohibited. No candles, smoking or open flames are permitted.  Portable Heaters Prohibited. No portable heating devices shall be permitted.  Premises Inspections. Following approval of a conditional permit the premises shall be subject to announced and unannounced inspection throughout the term of the permit at the discretion of the Fire Marshal’s office. The purpose of such inspection is limited to verifying compliance with the terms of the conditional permit. All efforts will be made to be respectful of occupants during inspections which may overlap with regular sleeping hours of a severe winter weather event.        P a g e 2 | 2 Page 152 of 316 CONDITIONAL PERMIT Shelter Name: _______________________________________________________ Phone: ____________________________ Shelter Address _____________________________________________________________________________________________ Emergency Contact: ______________________________________________ Occupancy ID: _____________________________ Property Owner: ____________________________________________________________________________________________ Property Use: _______________________________________________________________________________________________ This Conditional Permit authorizes the operation of a temporary severe weather shelter for a maximum of 45 days of sheltering within the severe winter weather period (12/29/19 – 5/30/20), and subject to Premises Inspection by both the Building Division and Fire Marshal’s Office of the City of Englewood to determine conformance with the following: □ NO OUTSTANDING CODE VIOLATIONS □ Maximum Occupants. A maximum of sixteen (16) people may be housed (occupant load is subject to review) □ Hours of operation. Between the hours of 6 PM – 8 AM □ Temperature Thresholds. Permit is limited to sheltering during severe weather (temperatures below 32 degrees and wet, or temperatures below 20 degrees and dry). □ Limitation of Use. 45 total days per designated severe winter weather period (12/29/19 – 5/30/2020). □ Fire Watch. A fire watch shall be provided with at least one person awake at all times. Personnel shall be properly trained in fire watch procedures as prescribed by the Fire Marshal. □ Ground Floor. Sheltering limited to ground floor unless fire suppression is provided: NO EXCEPTIONS. □ Floor Plan. A detailed floor plan including the layout of cots and/or mats must be provided to the Fire Marshal. □ Evacuation Plan. Posted emergency evacuation plan and emergency procedures Mandatory Safety Equipment/Standards. □ Fire Extinguishers □ Panic hardware on exit doors, or an approved alternative method based on occupancy / egress □ Smoke detectors and Carbon Monoxide alarms □ Required means of egress and required interior signage □ Curtains, draperies, etc. shall meet the flame spread performance criteria of NFPA 701 Prohibited Materials/Activities. □ No candles, smoking or open flames □ No portable heating devices □ No cooking unless in a kitchen equipped with a Type 1 commercial kitchen hood system □ INSPECTOR INITIAL if additional permit requirements associated with these premises are listed on back. Applicant / Permit Holder Name Sign & Print Phone Inspection Date Building Inspector Name Sign & Print Phone Inspection Date Fire Inspector Name Sign & Print Phone Inspection Date Page 153 of 316 City of Englewood Fire Marshal’s Office 3615 South Elati Street Englewood, Colorado 80110 CONDITIONAL USE SHELTER- INSPECTION REPORT Shelter Name: ________________________________________________________________ Phone: ___________________________ Shelter Address __________________________________________________________________________________________________ Emergency Contact: _____________________________________________________ Occupancy ID: ___________________________ Property Owner: __________________________________________________________________________________________________ Property Use: _____________________________________________________________________________________________________ A site inspection has been made of these premises on: ______________________ to determine if there any violations of the International Fire Code. If violations have been found, this shall serve as your official notice. All violations shall be corrected immediately; a re-inspection of the premises will be made to verify that the required corrections have been made. Failure to correct violations shall cause the owner of the property or other responsible person to be in violation of the City of Englewood Municipal Code and Ordinances and subject to fees and penalties per EMC Section 8-1-9 and 8-1-10. Should you need assistance regarding this inspection, please contact the Englewood Fire Marshal’s Office. NO OVERNIGHT SHELTERING WILL BE ALLOWED TO OCCUR WHEN THERE ARE OUTSTANDING FIRE CODE VIOLATIONS. NO EXCEPTIONS. Location of Violation(s): * Please note that violations are only listed once for efficiency, and may be found in multiple locations on-site; all violations must be corrected. Violation(s) Found: Additional Notes: I, the undersigned, am in receipt of a copy of this inspection report and am aware of the hazards noted. I am also aware that this is a routine inspection as allowed by the International Fire Code, and may not encompass every possible violation of fire hazard present at this time. Signature of Business Owner, Manager, or Responsible Party Title Date Signature of Inspector Title Date Page 154 of 316 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Maria DAndrea DEPARTMENT: Public Works DATE: December 16, 2019 SUBJECT: Approval of Contract Amendment with Keesen Landscape Services for Snow & Ice Control Services DESCRIPTION: Approval of Contract Amendment with Keesen Landscape Services for Snow & Ice Control Services RECOMMENDATION: Staff recommends increasing the contract amount with Keesen Landscape Services, Inc. from $95,000 to $250,000 for the 2019-2020 snow season for Englewood Environmental Foundation area snow & ice control services. SUMMARY: The city has experienced significant snowfall already in the 2019-2020 snow season. The Englewood Environmental Foundation (EEF) entered into a contract with Keesen Landscape Services on June 10, 2019 for snow & ice control services for a not-to-exceed amount of $95,000. It is likely that this amount will be exceeded in December 2019 or January 2020. Therefore, staff is recommending that the contract amount be increased to $250,000. This amount is a not-to-exceed amount based on actual time and materials expended by the contractor. This amount would cover the remainder of the 2019-2020 snow season. ANALYSIS: A contract with Keesen Landscape Services, was established on June 10, 2019, after a formal proposal process, with a not-to-exceed amount of $95,000. Since October 2019, approximately $65,000 has been expended on snow & ice control in the EEF area. This does nor include costs for the most recent storm event on November 25 - 27, 2019. The intent of this contract was to establish a one-year contract (from June 2019 through June 2020), however, since the 2020 budget was not yet adopted in June 2019, only an amount to cover the 2019 portion of the season ($95,000) was included in the contract. Now that the 2020 budget has been adopted, the contract can be amended to include an amount that will cover the entire 2019-2020 snow season. The recommended increased contract amount is in line with previous years' expenditures plus some contingency for the anticipated higher snow totals. There are budgeted funds available for these expenditures. FINANCIAL IMPLICATIONS: EEF expenditures for snow & ice control over the past three years (by snow season) are summarized below: Page 155 of 316 2016-2017 2017-2018 2018-2019 $172,008 $151,630 $239,345 The proposed contract amendment would increase the contract from $95,000 to $250,000. This is a not-to-exceed amount meaning that the contractor is required to submit invoices detailing the actual hours worked and amount of materials expended. Staff monitors the work as it is occurring and verifies the invoices for accuracy in accordance with the contract unit prices, prior to payment. $160,000 was included in the 2019 budget and $200,000 in the 2020 budget for snow removal. Snow & ice control services and costs are highly variable based on the weather. Therefore, while the increased contract amount of $250,000 is anticipated to be adequate to cover the remainder of the 2019-2020 snow season, another contract amendment may be necessary, if the city experiences significant snow & ice events. CONCLUSION: Staff recommends approving, by motion, a contract amendment to CFS 16-46, in the amount of $155,000, for a total contract amount of $250,000. ATTACHMENTS: CFS 16-46 Contract Approval Summary EEF Area Map Page 156 of 316 Page 157 of 316 Page 158 of 316 Page 159 of 316 Page 160 of 316 Page 161 of 316 Page 162 of 316 Page 163 of 316 Page 164 of 316 Page 165 of 316 6. Socmzm?soou_um:2<m<.m:c_n€ooa.Oo_o..mno 8:9 H3 $9:an88$2<<<m:m_m<<oon_mo<.u6 q m:o<<w .8 zm3o<m_ ?...._:n.:._.a 5 <n=oc; nuv9,.u<hii 5 O3. 2215 nz?uEr 5.. 3.3:93.uue3<!2...:8 Sir.Page 166 of 316 kKTkRC§m\¢m_ .2 <<:.zmmmEzmxmom.u cma man.3 mnnoa anm <<=_._=._mmmnsnmm>m:mm3m3_um2<mm: =5 umamm:m_.m8 am?.8....5m u .3 :m<m939:3 53 m.m.m3m_.=2<<o.xmm2 EH am<om _.Bl. o_._.<O_u mzorméooc.OPDW93 mx Amaamn‘ \\\x\\tI.\>\%.\m»( jam” _um.mu ®?\ an ..,n.¢/.770m z,Vn2.%72.«.wzn.Oo3um:<Zma? w<_ . W,m.m7g.cmVM;hA =23.zmamv .39 $477 4/7 z 4»nu/x...7 _um.m”/OI/d I Wa/o/ aoomaamsoonN=_§m<_m:n_m<<uuq.no_o..mno 8.3 83 Gem.um~.~uoos>$<m:m_m$oon6o<Edx Page 167 of 316 Page 168 of 316 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: Steve Ortega Phone: (303) 762-2535 Title: Operations and Maintenance Manager Email: sortega@englewoodco.gov Vendor Contact Information Vendor Name: Keesen Landscape Management Inc. Vendor Contact: Steve Genders Vendor Address: 3355 S. Umatilla St. Vendor Phone: (303) 761-0444 City: Englewood Vendor Email: sgenders@keesenlandscape.com State: CO Zip Code: 80110 Contract Type Contract Type:Other (describe below) Description of ‘Other’ Contract Type: Vendor Services Agreement Description of Contract Work/Services: Attachments: ☐Contract -- ☐Original ☐Copy ☒Addendum(s) ☐Exhibit(s) ☐Certificate of Insurance Summary of Terms: Start Date: 06/10/19 End Date: 06/09/20 Total Years of Term: 1 Total Amount of Contract for term (or estimated amount if based on item pricing): Not to Exceed $ 250,000.00 If Amended: Original Amount $95,000.00 Amendment Amount $155,000.00 Total as Amended: $250,000.00 Renewal options available: The City may offer an extension based on the language provided in the special conditions section 2.32 of the initial ITB that was provided for this project. Payment terms (please describe terms or attach schedule if based on deliverables): The City will pay Vendor for the work in accordance with unit prices for actual services provided. Monthly payments will be made upon work completed and approval of the invoice. Typical snow removal services may include, but are not limited to: plowing/removing snow & ice from parking lots, sidewalks and pedestrian ramps. The bridge to the RTD light rail station is not included in the scope of work as a heating system is used to melt any snow or ice on the bridge. Deicing agents shall be applied to all pedestrian access/egress points, stair ways, sidewalks, and pedestrian ramps during or immediately after snow removal. Page 169 of 316 Contract Approval Summary V10/25/2017 Page | 2 Attachments: ☐Copy of original Contract if this is an amendment ☒Copies of related Contracts/Conveyances/Documents Source of funds (Insert Excel Document Image): Attachment (For Capital Items Only / Expense Line Item Detail is Located in Open Gov): ☐Prior Month-End Project Status and Fund Balance Report Process for Choosing Vendor: ☐Bid: ☐ Bid Evaluation Summary attached ☐ Bid Response of proposed awardee ☒RFP: ☐ RFP Evaluation Summary attached ☐ RFP Response of proposed awardee ☐Quotes: Copy of Quotes attached ☐Sole Source: Explain Need below ☐Other: Please describe Capital Operating Year Tyler / New World Project # / Task#Fund Division Object Line Item Description Budget Spent to Date Contract Amount Budget Remaining Operating 2019 EEF Snow & Ice Control 160,000.00$ 65,000.00$ 65,000.00$ 30,000.00$ -$ Total by Fund and Current Year 160,000.00$ 65,000.00$ 65,000.00$ 30,000.00$ Operating 2020 EEF Snow & Ice Control 200,000.00$ -$ 185,000.00$ 15,000.00$ Total by Fund and Next Year 200,000.00$ -$ 185,000.00$ 15,000.00$ Grand Total 360,000.00$ 65,000.00$ 250,000.00$ 45,000.00$ 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 Page 170 of 316 CIHHGI (III TYPE GITIACTSQIIIIAIV CHANGEOR ER rvices Works/EEF Management, ustificatio ,000 rv --..».ry.,,,._--.._.__P“" events contract for Engiewood PEUCIUREMENE Ill‘,/ISILIN Page 171 of 316 Page 172 of 316 EASTMAN HURONELATIFOXGALAPAGOUS 285 DARTMOUTH SANTA FEINCAFLOYD INCAENGLEWOOD PKWY PRINTED: 2019-01-07 15:35 DRAWN BY: JDL Snow & Ice Removal (Limits shaded in yellow) Roadway cleared by City Clearing of RTD walk, bridge, andsteps requires approval prior to work. ¶N SCALE:DATE: January 7, 2019PHOTO DATE: 2016 1 inch = 300 feet Page 173 of 316 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Maria DAndrea DEPARTMENT: Public Works DATE: December 16, 2019 SUBJECT: Approval of Change Order with DLR Group Architects for Police Headquarters Building Project DESCRIPTION: Approval of Change Order with DLR Group Architects for Police Headquarters Building Project RECOMMENDATION: Staff recommends approval of Change Order No. 5 with DLR Group Architects for design of an exhaust system in the armory room of the Police Headquarters Building Project in the amount of $6,650.00. PREVIOUS COUNCIL ACTION: A contract with DLR Group Architects, in the amount of $1,608,970, to provide architectural and design services was approved by the City Council on April 17, 2017. ANALYSIS: The original design for the Armory Room was based on the room being used for gun and ammunition storage only. A separate Gun Cleaning Room was provided in the building (with an appropriate exhaust system). The Police Department tests firearms in the room into a bullet trap. They also clean & repair firearms in this room. Therefore an exhaust system is needed to vent the chemicals and firearm test fire in the Armory. Work by DLR will include: • Design of a single, dedicated exhaust fan to serve the Armory Room gun cleaning/repair operations • Architectural support of engineering and design of building envelope penetration to the exterior • Structural review and support of brick penetration as well as fan support • Construction administration including one review of the exhaust submittal and one site visit after installation FINANCIAL IMPLICATIONS: Change Order No. 5 is being brought before the City Council for approval in accordance with the City's Procurement Policy since the cumulative total of all change orders exceeds 10% of the contract amount. Per the City's Procurement Policy, if the total of all change orders exceeds $100,000 or 10% of the original contract amount, the City Council must approve the change order. Four change orders have been approved to date totaling $188,577.00. Page 174 of 316 Change Order No. 5 totals $6,650.00. A summary of all change orders with CBRE is attached CONCLUSION: Staff recommends approving Change Order No. 5, in the amount of $6,650.00, with DLR Group Architects. ATTACHMENTS: DLR Group Change Order No. 5 Detail Change Order Summary Contract Approval Summary Page 175 of 316 December 3, 2019 Audra Johnson CBRE 1225 17th Street, Suite 3200 Denver, CO 80202 Re: EPHQ – Proposal for Additional Services 16 – Armory New Exhaust Design Dear Ms. Johnson, DLR Group has been asked by the Englewood Police Department to add a new dedicated exhaust system to the Armory as a change in use to the original intent of the space. Our team has worked with A&P, CBRE and Englewood PD to explore various options to accommodate the new exhaust needs of the space during the OAC meetings. As a result of this effort, we have identified with CBRE, EPD, and A&P what we believe is the best approach to achieve the requested exhaust needed to vent the chemicals and firearm test fire used currently. Information on the chemicals and quantities used have not been provided to DLR Group; direction has been as illustrated in attached emails. · Design of a single, dedicated exhaust fan with a manual wall switch for on/off control, to serve the Armory Room gun cleaning/repair operations · Fan hung in Decon room with penetration in Armory wall, exposed ducts and supports. · Exhaust to be provided over a singular work bench in the Armory where solvents are used in the space, at a location designated by the Owner. · Sheet metal capture hood or similar containment source is anticipated to be placed over the location where solvents are used · Make-up air for the exhaust is anticipated to be provided through existing return air/transfer air pathways connected to the Armory and not from a new make-up air unit · Electrical design of fan to circuit, surface mounted conduit and switch box inside Armory. · Architectural support of engineering and design of building envelope penetration to the exterior. · Structural review and support of brick penetration as well as fan support. · Construction Administration. One review of exhaust submittal and one site visit after install. For this proposed new work, we propose a fee for 22 hours of $3,850. Additional Service for: · Formal integration of this design into the original construction documents in drawing sheet format, for a building permit submittal, and as part of as-constructed set of documents. For this proposed additional service, we propose a fee for 16 hours of $2,800. Page 176 of 316 Design Assumptions (based on recent conversations with Englewood Police). · Cleaning solvents and lubricants are all off the shelf standard commercially available items. Currently Hoppes #9 has been discussed (SDS attached). · Police do test fire weapons in the room into a new bullet trap; frequency and quantity of rounds fired is minimal, perhaps once a day. Exclusions: Work that is not included, but which may be included as an additional service is listed below: · Commissioning or balancing of new exhaust unit or adjacent building mechanical units. · Testing of wall assembly at exterior penetration. · Acoustical needs due to new exhaust fan running. · All aspects related to storage and / or disposal of chemicals. · Additional revisions and coordination due to changes in the cost estimating, changes in the sub- contractor pricing, or changes in the budget for the work. Schedule: Work can begin as soon as we are authorized to perform this work. Work will require approximately 2 weeks to complete for issue as Construction Change Directive to A&P, the building department via PDF electronic email format, hard copies of CCD drawings to be submitted to building department by A&P. Please let us know if this work scope is acceptable, and if so, when we may begin. Sincerely, DLR Group Edward Bledowski, AIA CC: Donovan Nolan Kyle Yardley Jon Rasmussen Jon Anderson Michael Clark Signed Acceptance: CBRE Page 177 of 316 Enclosures: 08.02.19 Englewood PD HVAC Field Report.pdf Email_ EPD-Armory Exhaust.pdf SDS_Hoppes no9.pdf Page 178 of 316 Field Report Report Date August 7, 2019 Report By Jon Anderson Location 3615 S Elati St., Englewood, CO Project Name Englewood Police HQ Project Number 37-17244-00 Date of Site Visit Purpose Time August 2, 2019 Site Visit 1:00 p.m. – 2:00 p.m. NOTES: Attendees: Jon Anderson (DLR Group) Jason Kabshura (A&P) Vance Fender (Englewood PD) Steve Stone (Shyne & Associates; Acorn Penal Fixture Rep) OBSERVATIONS: Holding Cell Penal Fixtures: During the meeting on-site, Englewood PD (Vance) expressed the desire to limit the number of water closet flushes per hour. Vance mentioned that the lavatory faucets were less of a concern for inmate clogging/tampering than the toilet flushing (based on water consumption and direct supervision), however, flow restriction and timing was still desired. The installed penal fixtures are standard for Police Stations where inmates are under direct supervision and held for a short period of time. Original design was based on inmates being held for a maximum of 4- 6 hours and under direct camera supervision. Additional water-savings features and controls such as the Time-Trol system come at a premium. Englewood Police Department did not provide design criteria for the penal fixtures, therefore additional water savings features were not included. DLR Group / Shyne & Associates Recommendations for additional water savings and tamper prevention: 1. Replace hydraulic flush valves with Time- Trol electronic flush valves (battery powered or hard-wired), limiting the number of times an inmate can flush each toilet 2. Replace the penal fixture lavatory valves from non-metering to metering (does not limit the number of times the faucet can be used, but is a ‘timed’ flow vs. holding the button down). “Couple minute install per unit” – per Steve Stone. 3. Install flow restriction rubber cone devices on faucets (reducing the amount of water flow per the faucet). “Couple minute install per unit” – per Steve Stone. Page 179 of 316 Field Report / Page 2 Page 2 of 4 Room 122 Armory/Ammo: Englewood PD (Vance) was unable to replicate the odors in the Armory due to the odors stemming from “2-3 people cleaning guns simultaneously” in the room. The use of the room from a tradditional Armory (gun and ammo storage) to gun cleaning; utilizing solvents and cleaning agents, has resulted in increased odors in the room when “multiple people are cleaning”. The original design for the Armory was based on the room being used for gun and ammunition storage, while the gun cleaning room was specifically used for gun cleaning. DLR Group Recommendations: DLR Group recommends utilizing the Gun Cleaning room for gun cleaning operations utilizing chemicals/solvents, and the Armory for gun and ammunition storage. If the Owner prefers to use the Armory for gun cleaning, utilizing a dedicated exhaust fan and switch, DLR Group recommends installing an inline, dedicated exhaust fan in the adjacent Decon room, controlled by a manual wall switch in the Armory (not tied into BAS system), with an exhaust grille above the casework and a discharge louver at the perimeter wall (similar to sketch below). Page 180 of 316 Field Report / Page 3 Page 3 of 4 Men’s 147 & Women’s 149: Englewood PD previously complained of odors/smells in the Men’s and Women’s restroom 147 and 149. Noticable odors/smells were not observed by DLR Group on site, on 8/2/19, however, the building did not appear fully occupied. The 2015 International Mechanical Code requires 50 CFM per toilet or urinal when the exhaust operates continuously during occupied hours. There are five toilets/urinals in the Men’s restroom, requiring a minimum of 250 CFM of total exhaust per code, where 300 CFM was designed. There are two toilets in the Women’s restroom, requiring a minimum of 100 CFM of total exhaust per code, where 210 CFM was designed. DLR Group Recommendations: Commissioning/Functional testing of the HVAC systems and equipment is not complete, and is scheduled to be performed on 8/9/19 and 8/12/19. DLR recommends confirming functional testing is complete and items/issues are closed out, before proceeding with additional changes desired by the PD. DLR Group recommends the contractor confirm the trap guards are installed in the floor drains (per the Plumbing Specialty Schedule; TG-1 Proset Model H) DLR group recommends having the TAB balancer confirm the exhaust airflow for the exhaust grille in each restroom (with the restroom doors closed), and note balancing damper position (approximate). The original TAB report indicated 280 CFM in the Men’s restroom and 202 CFM in the Women’s Restroom. RTU-1 exhaust fan airflow may be increased to provide additional exhaust in the restrooms. The current exhaust in the Mens and Womens restrooms meet the minimum requirements of the 2015 IMC. The Owner should be aware that increasing the airflow will result in additional building energy consumption. Page 181 of 316 Field Report / Page 4 Page 4 of 4 AV Room 251: Englewood PD previously noted the room temperature being warm in the AV room. A warm room temperature was not observed by DLR Group on site, on 8/2/19, however, the training room was not occupied at the time. DLR Group Recommendations: The amount of heat load/racked equipment was not provided to DLR Group until after construction. The supply ductwork and grille to the AV room was originally sized larger than the design airflow to provide for additional/unknown capacity. The previous recommendation remains; to increase the supply airflow to 400 CFM in the AV room, and cut two 12”x10” drywall openings between the AV room and Storage Room 252, and between Storage Room 252 and Training Room 250A, for air transfer back to the rooftop AC unit. Page 182 of 316 From: Sam Watson <swatson@Englewoodco.gov> Sent: Monday, September 23, 2019 2:01 PM To: Clark, Michael; Vance Fender Subject: RE: EPD-Armory Ventilation That and other cleaning solvents and lubricants. Also, we test fire weapons into the bullet trap so there will be fumes from that. From: Clark, Michael <michael.clark@DLRGROUP.com> Sent: Monday, September 23, 2019 12:54 PM To: Sam Watson <swatson@Englewoodco.gov>; Vance Fender <vfender@Englewoodco.gov> Subject: RE: EPD-Armory Ventilation Sam / Vance, Are you just using the standard Hoppe no 9? I wan to get the chemical list to our engineers. https://www.hoppes.com/traditional From: Sam Watson <swatson@Englewoodco.gov> Sent: Wednesday, August 28, 2019 12:02 PM To: Johnson, Audra @ Denver <Audra.Johnson@cbre.com> Cc: Vance Fender <vfender@Englewoodco.gov>; Maria D'Andrea <mdandrea@englewoodco.gov>; Anderson, Jonathan <jon.anderson@DLRGROUP.com>; Clark, Michael <michael.clark@DLRGROUP.com>; Yardley, Kyle <kyardley@DLRGROUP.com>; Mazzant, Carmen <cmazzant@DLRGROUP.com> Subject: Re: EPD-Armory Ventilation The armory is used to clean guns approximately once per week. Generally there are one or two armorers working at the same time. When cleaning guns in that room they will work on both sides of the room on the countertops. Generally, they use over-the-counter solvents typically used for cleaning guns. Also, I believe I heard yesterday that they will not do the work on the men’s bathroom downstairs until they get the armory ventilation issue resolved. My hope is they can separate those two because the ventilation in the bathroom is really bad and it is used 24 hours a day seven days a week. Also, the women’s bathroom experiences the same problem. I would like to get this resolved as soon as possible please. On Aug 28, 2019, at 11:40 AM, Johnson, Audra @ Denver <Audra.Johnson@cbre.com> wrote: Vance and Sam, I just had a call with DLR regarding venting in the Armory. This issue has been going on for quite some time, and we all need some resolution. Before DLR can fully design what’s currently desired by the PD, there are some questions we need to go through: Page 183 of 316 1. How often is the Armory used to clean equipment? Once a week, once a month, just on average. 2. How many people are in the room cleaning your equipment? One, two… just on average 3. Are both sides of the room being used to clean, or is it typically concentrated on one side? 4. What type of chemicals are being used and the quantity? Are they industrial level chemicals? To better design the ventilation, DLR’s just looking for your average number or best guess to these questions. Thanks, Audra Johnson, PMP| Senior Project Manager CBRE | Project Management 1225 17th Street Ste. 3200 | Denver, CO 80202 M +1 312 636 6986 audra.johnson@cbre.com | www.cbre.com Follow CBRE: CBRE.com | LinkedIn | Twitter | Instagram | Facebook | Google+ | Weibo | WeChat Page 184 of 316 1 Bledowski, Edward From:Johnson, Audra @ Denver <Audra.Johnson@cbre.com> Sent:Thursday, November 21, 2019 8:47 AM To:Vance Fender; Sam Watson Cc:Maria D'Andrea; Bledowski, Edward; Clark, Michael; Yardley, Kyle; Nolan, Donovan @ Denver Subject:RE: Armory Use Ed and Michael, This is not as detailed as you had asked for. Will this information work to engineer the Armory exhaust? Audra Johnson, PMP| Senior Project Manager CBRE | Project Management 1225 17th Street Ste. 3200 | Denver, CO 80202 M +1 312 636 6986 audra.johnson@cbre.com | www.cbre.com Follow CBRE: CBRE.com | LinkedIn | Twitter | Instagram | Facebook | Google+ | Weibo | WeChat From: Vance Fender <vfender@Englewoodco.gov> Sent: Wednesday, November 20, 2019 9:22 AM To: Johnson, Audra @ Denver <Audra.Johnson@cbre.com>; Sam Watson <swatson@Englewoodco.gov> Cc: Maria D'Andrea <mdandrea@englewoodco.gov>; Bledowski, Edward <ebledowski@DLRGROUP.com>; Michael Clark <michael.clark@dlrgroup.com>; 'Kyle Yardley, AIA, LEEP AP' <kyardley@dlrgroup.com>; Nolan, Donovan @ Denver <Donovan.Nolan@cbre.com> Subject: RE: Armory Use External This is a difficult question. There is no average of guns cleaned in the armory. It is different than the “gun cleaning” room. This is a room for repairing guns, not necessarily cleaning guns. Having said that, there are chemicals being used in the room on almost a daily basis. There will not be many “test shots” in the room. Certainly not on a daily basis. I cannot give you an average because it depends on how many firearms are being repaired at a given time. The types of firearms are a variety of semi-automatic pistols, and rifles. (AR15 type rifles) I know this is not as specific as you want it to be, but the nature of this work is based on need. Thx, Vance Page 185 of 316 2 From: Johnson, Audra @ Denver <Audra.Johnson@cbre.com> Sent: Wednesday, November 20, 2019 8:21 AM To: Sam Watson <swatson@Englewoodco.gov>; Vance Fender <vfender@Englewoodco.gov> Cc: Maria D'Andrea <mdandrea@englewoodco.gov>; Bledowski, Edward <ebledowski@DLRGROUP.com>; Michael Clark <michael.clark@dlrgroup.com>; 'Kyle Yardley, AIA, LEEP AP' <kyardley@dlrgroup.com>; Nolan, Donovan @ Denver <Donovan.Nolan@cbre.com> Subject: Armory Use Sam and Vance, A couple questions needing answers to finalize hours required to engineer the armory exhaust: 1. How many guns are cleaned in a day on average? 2. How many test shots in a day on average? 3. What types of guns are being cleaned and discharged? DLR needs to make sure they’re designing the system for it’s use. Once we have answers to these questions, DLR will get the hours together for designing the exhaust. We will also go through what they’re proposing, so we’re all clear in the use and design. DLR and I want to make sure the designed system will work with your needs. Thanks, Audra Johnson, PMP| Senior Project Manager CBRE | Project Management 1225 17th Street Ste. 3200 | Denver, CO 80202 M +1 312 636 6986 audra.johnson@cbre.com | www.cbre.com Follow CBRE: CBRE.com | LinkedIn | Twitter | Instagram | Facebook | Google+ | Weibo | WeChat Page 186 of 316 Page 187 of 316 Page 188 of 316 Page 189 of 316 Page 190 of 316 Page 191 of 316 Page 192 of 316 Page 193 of 316 Page 194 of 316 Contract Summary - DLR Architects Base Contract $1,608,970.00 Change Order No. 1 $83,045.00 $83,045.00 $1,692,015.00 Add Services #1 through #8 - various additional items 2 $8,000.00 $91,045.00 $1,700,015.00 Parking Lot Perimeter Fence design 3 $6,432.00 $97,477.00 $1,706,447.00 Jefferson Fire Station utilities modifications & perimeter wall renderings 4 $91,100.00 $188,577.00 $1,797,547.00 Design assistance during Construction Phase; design clarifications 5 $6,650.00 $195,227.00 $1,804,197.00 Armory room exhuast system Total $195,227.00 Change Order Amount Accumulated Total Change Order Amount Accumulated Total Contract Amount Description Page 195 of 316 Contract Approval Summary March 2019 Update 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: DLR Group Architects Vendor Contact: Ed Bledowski Vendor Address: 1401 Lawrence St, Suite 1000 Vendor Phone: 720-904-0440 City: Denver Vendor Email: ebledowski@dlrgroup.com State: CO Zip Code: 80202 Contract Type Contract Type:Professional 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: 4/17/17 End Date: 2/29/20 Total Years of Term: 3 Total Amount of Contract for term (or estimated amount if based on item pricing): $1,804,197.00 If Amended: Original Amount $1,797,547.00 Amendment Amount $6,650.00 Total as Amended: $1,804,197.00 Renewal options available: Payment terms (please describe terms or attach schedule if based on deliverables): Monthly upon receipt of invoice Attachments: ☐Copy of original Contract if this is an Amendment ☒Copies of related Contracts/Conveyances/Documents Design of exhaust system for armory room at the Police Headquarters Building Project Page 196 of 316 Contract Approval Summary March 2019 Update Page | 2 Source of Funds (Insert Excel Document Image): Attachment (For Capital Items Only / Expense Line Item Detail is Located in Open Gov): ☒Prior Month-End Project Status and Fund Balance Report Process for Choosing Vendor (Check Box): ☐Bid: ☐ Bid Evaluation Summary attached ☐ Bid Response of Proposed Awardee ☐RFP: ☐ RFP Evaluation Summary Attached ☐ RFP Response of Proposed Awardee ☐Quotes: Copy of Quotes attached ☐Optimal Source: Provide Detailed Explanation: ☐ Sole Source (Use as much space as necessary for detailed explanation): CAPITAL ONLY A B C 1 = A-B-C Capital Operating Year Tyler / New World Project # / Task#Fund Division Object Line Item Description Budget Spent to Date Contract Amount Budget Remaining Capital 2019 Police Building Construction 34 1101 002 Professional Services 5,918,219.92$ 4,881,039.85$ 6,650.00$ 1,030,530.07$ -$ Total by Fund and Current Year 5,918,219.92$ 4,881,039.85$ 6,650.00$ 1,030,530.07$ C 2020 -$ -$ -$ -$ O 2020 -$ -$ -$ -$ Total by Fund and Next Year -$ -$ -$ -$ Grand Total 5,918,219.92$ 4,881,039.85$ 6,650.00$ 1,030,530.07$ 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 197 of 316 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 - 167,499.47 407,031.09 240,672.17 166,358.92 407,031.09 - 34 1101 002 Police Building Construction Ongoing 4,234,362.75 1,683,857.17 5,918,219.92 4,881,039.85 1,037,180.07 5,918,219.92 - 34 1101 003 Police Building Tech & Equip Ongoing 704,397.53 129,061.61 833,459.14 651,018.07 170,833.07 821,851.14 11,608.00 34 1101 004 Police Building Furniture, Fixtures & Equip Ongoing 499,677.63 69,088.01 568,765.64 566,483.41 2,282.23 568,765.64 - 34 1101 005 Police Building Contingency Ongoing 519,388.71 3,026,625.23 (3,184,987.80) 361,026.14 - - - 361,026.14 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) 530,156.71 174,407.03 625,092.80 147,070.63 478,022.17 625,092.80 - 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 7,500.00 7,500.00 172,500.00 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 6,532,621.96 1,867,871.46 8,400,493.42 3,021,447.20 Distribution: 2019 Actual 2019 Est Remaining Expenditures (from above)8,400,493.42 K. Engels, Finance J. Nolan, Revenue Revenues: Net income (loss)(8,192,730.57) D. Hargrove, Library B. Power, CD Interest Income 207,762.85$ 207,762.85$ -$ Fund Balance - 1/1/18 11,421,940.62 D. Lee, Recreation B. Spada, Recreation Total revenues 207,762.85 207,762.85 - Plus: Remaining Revenue Balance - P. Weller, PW Less: Appropriation Balance (3,021,447.20) Less: Proj Bal Adj for Negative - Fund Balance - unappropriated 207,762.85$ POLICE HEADQUARTERS FUND PROJECT STATUS AND FUND BALANCE REPORT October 31, 2019 2019 ACTIVITY POLICE BLDG-19.xlsx 4:49 PM 11/25/2019Page 198 of 316 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Maria DAndrea DEPARTMENT: Public Works DATE: December 16, 2019 SUBJECT: Approval of Change Order with CBRE, Inc. for Police Headquarters Building Project DESCRIPTION: Approval of Change Order with CBRE, Inc. for Police Headquarters Building Project RECOMMENDATION: Staff recommends approval of Change Order No. 2 with CBRE, Inc. for substantial completion and project closeout services related to the Police Headquarters Building Project in the amount of $23,721.00. PREVIOUS COUNCIL ACTION: A contract with CBRE, Inc., in the amount of $585,000, to provide project management services as well as assist the city in developing an overall workplace strategy, was approved by the City Council on January 17, 2017. ANALYSIS: CBRE providing project management services for the city throughout design and construction of the Police Headquarters Building Project. They are being retained through this change order to assist the city in providing substantial completion and project closeout services, including: • Review the work performed by the Construction Team, in conjunction with the Design Team, through to completion and require that the materials furnished and the work performed are in accordance with the drawings, specifications and contract documents • Establish with the Construction Team on-site organization and lines of authority in order to carry out the City's overall plans in all phases of the Project on a coordinated and efficient basis • Coordinate the obtaining of all legally required permits, licenses, and certificates • Coordinate through the Construction Team the work of all subcontractors until final completion and acceptance of the Project by Client. • Receive from the Construction Team, check and forward to Client all releases of claims required prior to issuance of final certificate of completion and final payment to the Construction Team • Expedite Construction Team preparation of "as-built" drawings of the entire Project • After completion of Project, monitor the expeditious follow-up and correction of all punch list items CBRE has expertise in project management and project closeout services. Providing these services will help ensure successful completion of the project. Page 199 of 316 FINANCIAL IMPLICATIONS: Change Order No. 2 is being brought before the City Council for approval in accordance with the City's Procurement Policy since the cumulative total of all change orders exceeds 10% of the contract amount. Per the City's Procurement Policy, if the total of all change orders exceeds $100,000 or 10% of the original contract amount, the City Council must approve the change order. One change order has been approved to date totaling $52,850 for Phase II (Building Demolition & Parking Lot Construction). Change Order No. 2 totals $23,721.00 which includes $23,121.00 of services and an estimated, not-to-exceed amount of $600.00 for reimbursable expenses. A summary of all change orders with CBRE is attached. CONCLUSION: Staff recommends approving Change Order No. 2, in the amount of $23,721.00, with CBRE, Inc. ATTACHMENTS: CBRE Change Order No. 2 Change Order Summary Contract Approval Summary Page 200 of 316 Page 1 of 5 Work Order #2 To Professional Services Agreement Contract Number PSA/17-01 This Work Order #1 is attached to and forms part of the Project Management Services Agreement, dated as of January 10, 2017 by and between The City of Englewood (“Client”) and CBRE, Inc. (“CBRE”) (as it may be amended, the “Agreement”). Capitalized terms used in this Work Order without definition that are defined in the Agreement shall have the meanings set forth therein. This Work Order shall be governed by and construed in accordance with the laws described in the Agreement unless amended for this Work Order below. This Work Order shall be governed by and construed in accordance with the laws of the State of Colorado without regard to conflicts of laws principles. 1. Project Description. For purposes of this Work Order, the Project shall be as described below, which shall be the Project for purposes of this Work Order: Additional support based on extended schedule and requests 2. Target Completion Date and Schedule. The target completion date for the project is August 2019 and the Schedule as known today is as described below: Substantial Completion – November 2019 Project Closeout – December though February 2020 3. Specific Duties. In providing the Services, CBRE shall have the duties as defined in Exhibit 1 – Scope of Services attached hereto with respect to the Project. 4. Project Management Services Fees. As compensation for the performance of the Services in connection with the Project, Client shall make the reimbursements provided for in Section 7 below and shall pay to CBRE a fee as set forth in Exhibit 2 – Compensation for Services attached hereto. The project management fee shall be equitably adjusted if the Services extend beyond the scheduled completion date of the Project, or if the originally contemplated scope of Services is significantly increased and will be adjusted through a signed amendment by both parties. 5. Variable Services and Fees. Client and CBRE may agree that CBRE will provide additional variable services and resources and will compensate CBRE based on actual hours spent by CBRE personnel on such services utilizing the hourly rate schedule below: Title Rate per Hour Managing Director $ 250 Senior Director $ 225 Director $ 200 Senior Project Manager $ 175 Project Manager $ 150 Associate Project Manager $ 125 6. Reimbursable Items. Client shall reimburse CBRE for all costs, expenses and charges of CBRE in connection with the Services, as approved by Client individually or as included in an approved reimbursable Page 201 of 316 Page 2 of 5 budget, and will include the following expenses: reproduction of drawings; messenger service; conference calling service charges; overnight delivery; local travel (mileage) to the Project jobsite, consultant offices or other Project related travel, long distance travel, lodging and meals when pre-approved by Client; subcontractor fees and expenses without mark-up; parking; sales and use taxes and, if applicable, value added taxes paid on behalf of Client; freight and shipping costs paid on behalf of Client; and any specific non- recurring charges directly attributable to the Project and approved by Client. 7. Timing. All sums due to CBRE from Client under this Work Order shall be paid within thirty (30) days following receipt of an invoice from CBRE. Client’s obligation to pay or reimburse CBRE as provided in this Work Order shall survive the expiration or termination hereof. All payments to CBRE hereunder shall be made in the amounts then due and without set-off. CBRE shall not be liable for making payments late or failing to make payments to Construction Professionals (i) if so directed by Client, (ii) if Client fails to provide sufficient funds to pay Construction Professionals, or (iii) if Client is in default of its payment obligations under this Agreement, and Client shall indemnify, defend and hold harmless CBRE against any and all Claims that CBRE may incur as a result thereof. IN WITNESS WHEREOF, the Parties have executed this Work Order effective as of the date first above written. City of Englewood By: Name: Title: CBRE, INC. By: Name: Donovan Nolan Title: Director Page 202 of 316 Page 3 of 5 EXHIBIT 1 SCOPE OF SERVICES 1. Specific Duties In providing the Services, CBRE shall have the following duties with respect to the Project: 1.2 General Management and Coordination (a) Review the work performed by the Construction Team, in conjunction with the Design Team, through to completion and require that the materials furnished and the work performed are in accordance with the drawings, specifications and contract documents. (b) Coordinate with the Construction Team the implementation of construction information systems, Project time control schedules and resources analysis as they relate to materials, manpower and costs. (c) Provide construction review status updates and other reports for each Project on a monthly basis. 1.3 Management of Active Construction (a) Establish with the Construction Team on-site organization and lines of authority in order to carry out Client's overall plans in all phases of the Project on a coordinated and efficient basis. (b) As applicable, require Construction Team to maintain an on-site record-keeping system which will be sufficient in detail to satisfy an audit by Client. Such records shall include, but shall not necessarily be limited to, daily logs, progress schedules, manpower breakdowns (daily by trade), financial reports, quantities, material list, shop drawings, and the like. (c) Coordinate the obtaining of all legally required permits, licenses, and certificates. Coordinate through the applicable Construction Team aspects of the work with local municipal authorities, governmental agencies, and utility companies who may be involved in the Project. (d) Coordinate through the Construction Team the work of all subcontractors until final completion and acceptance of the Project by Client. In the event that the interpretation of the meaning and intent of the contract documents becomes necessary during construction, ascertain the architect's and Client's interpretation, make recommendations as appropriate, and transmit such information on the appropriate subcontractor(s). (e) Attend job meetings when necessary, attended by the Design Team and Construction Team and Client's representative to discuss procedures, progress, problems, scheduling and open items. (f) Coordinate through the Construction Team testing provided by others as required by the technical sections of the specifications, and as required by the building code. Page 203 of 316 4 (g) Coordinate the review with the Design Team, for compliance with the contract documents, of shop drawings, materials and other items submitted by the Construction Team. (h) Review and recommend approval, in accordance with Client's procedures, all applications for payments submitted through vendor(s) in accordance with established procedures. (i) Receive and review change order requests from Design Team, Construction Team or from Client. Review unit prices, time and material charges and similar items. Monitor and advise upon request for changes required by field conditions and progress of the work, and obtain approval from Client and the architect. (j) Review Construction Team scheduling system to expedite materials and equipment deliveries through the course of construction. 1.4 Post Construction (a) At the appropriate time, coordinate the preparation of punch lists indicating the items of work remaining to be accomplished, and require that these items are completed in an expeditious manner. (b) Assemble all guarantees, warranties, etc., as required by the contract documents and forward them to Client. (c) Receive from the Construction Team, check and forward to Client all releases of claims required prior to issuance of final certificate of completion and final payment to the Construction Team. (d) Expedite Construction Team preparation of "as-built" drawings of the entire Project in accordance with the terms of the specifications. (e) After completion of Project, CBRE's project manager will monitor the expeditious follow-up and correction of all punch list items. Page 204 of 316 5 EXHIBIT 2 COMPENSATION FOR SERVICES STIPULATED SUM FEE BASIS 1. Project Management Services Fees. As compensation for the performance of Services as defined in this Work Order, Client shall make the reimbursements provided for below and shall pay to CBRE a stipulated sum equal to $23,121 plus reimbursables. 2. Progress Payments. CBRE will invoice Client on a monthly basis, in a format that is agreeable to Client, based on progress of the Services towards the Target Completion Date and Schedule defined in this Work Order. The CBRE Project Management Compensation Schedule sets forth the distribution of the fees. CBRE Project Management Compensation Schedule Month # Month/Yr Monthly Allocation Cumulative Amt % of Total 1 Nov‐19 $ 6,606.00 $ 6,606.00 29% 2 Dec‐19 $ 6,606.00 $ 13,212.00 57% 3 Jan‐20 $ 6,606.00 $ 19,818.00 86% 4 Feb‐20 $ 3,303.00 $ 23,121.00 100% Total $ 23,121.00 $ 23,121.00 100% Reimbursable Items. Client shall reimburse CBRE for all costs, expenses and charges of CBRE in connection with the Services not to exceed $600. Page 205 of 316 Contract Summary - CBRE PO #2017-00000190 Contract Date: 01/17/2017 (PSA 17-01) Amount $585,000.00 Change Order No. 1 $52,850.00 $52,850.00 $637,850.00 Phase II construction management services 2 $23,721.00 $76,571.00 $661,571.00 Substantial completion & project closeout services Total $76,571.00 Change Order Amount Accumulated Total Change Order Amount Accumulated Total Contract Amount Description Page 206 of 316 Contract Approval Summary March 2019 Update 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: CBRE, Inc. Vendor Contact: Donovan Nolan Vendor Address: 1225 17th Street, Suite 3200 Vendor Phone: 303-264-1926 City: Denver Vendor Email: Donovan.Nolan@cbre.com State: CO Zip Code: 80202 Contract Type Contract Type:Professional 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: 1/17/17 End Date: 2/29/20 Total Years of Term: 3 Total Amount of Contract for term (or estimated amount if based on item pricing): $661,571.00 If Amended: Original Amount $637,850.00 Amendment Amount $23,721.00 Total as Amended: $661,571.00 Renewal options available: Payment terms (please describe terms or attach schedule if based on deliverables): Monthly upon receipt of invoice Attachments: ☐Copy of original Contract if this is an Amendment ☒Copies of related Contracts/Conveyances/Documents Substantial completion and project closeout services for the Police Headquarters Building Project Page 207 of 316 Contract Approval Summary March 2019 Update Page | 2 Source of Funds (Insert Excel Document Image): Attachment (For Capital Items Only / Expense Line Item Detail is Located in Open Gov): ☒Prior Month-End Project Status and Fund Balance Report Process for Choosing Vendor (Check Box): ☐Bid: ☐ Bid Evaluation Summary attached ☐ Bid Response of Proposed Awardee ☐RFP: ☐ RFP Evaluation Summary Attached ☐ RFP Response of Proposed Awardee ☐Quotes: Copy of Quotes attached ☐Optimal Source: Provide Detailed Explanation: ☐ Sole Source (Use as much space as necessary for detailed explanation): CAPITAL ONLY A B C 1 = A-B-C Capital Operating Year Tyler / New World Project # / Task#Fund Division Object Line Item Description Budget Spent to Date Contract Amount Budget Remaining Capital 2019 Police Building Construction 34 1101 002 Professional Services 5,918,219.92$ 4,881,039.85$ 23,721.00$ 1,013,459.07$ -$ Total by Fund and Current Year 5,918,219.92$ 4,881,039.85$ 23,721.00$ 1,013,459.07$ C 2020 -$ -$ -$ -$ O 2020 -$ -$ -$ -$ Total by Fund and Next Year -$ -$ -$ -$ Grand Total 5,918,219.92$ 4,881,039.85$ 23,721.00$ 1,013,459.07$ 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 208 of 316 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 - 167,499.47 407,031.09 240,672.17 166,358.92 407,031.09 - 34 1101 002 Police Building Construction Ongoing 4,234,362.75 1,683,857.17 5,918,219.92 4,881,039.85 1,037,180.07 5,918,219.92 - 34 1101 003 Police Building Tech & Equip Ongoing 704,397.53 129,061.61 833,459.14 651,018.07 170,833.07 821,851.14 11,608.00 34 1101 004 Police Building Furniture, Fixtures & Equip Ongoing 499,677.63 69,088.01 568,765.64 566,483.41 2,282.23 568,765.64 - 34 1101 005 Police Building Contingency Ongoing 519,388.71 3,026,625.23 (3,184,987.80) 361,026.14 - - - 361,026.14 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) 530,156.71 174,407.03 625,092.80 147,070.63 478,022.17 625,092.80 - 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 7,500.00 7,500.00 172,500.00 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 6,532,621.96 1,867,871.46 8,400,493.42 3,021,447.20 Distribution: 2019 Actual 2019 Est Remaining Expenditures (from above)8,400,493.42 K. Engels, Finance J. Nolan, Revenue Revenues: Net income (loss)(8,192,730.57) D. Hargrove, Library B. Power, CD Interest Income 207,762.85$ 207,762.85$ -$ Fund Balance - 1/1/18 11,421,940.62 D. Lee, Recreation B. Spada, Recreation Total revenues 207,762.85 207,762.85 - Plus: Remaining Revenue Balance - P. Weller, PW Less: Appropriation Balance (3,021,447.20) Less: Proj Bal Adj for Negative - Fund Balance - unappropriated 207,762.85$ POLICE HEADQUARTERS FUND PROJECT STATUS AND FUND BALANCE REPORT October 31, 2019 2019 ACTIVITY POLICE BLDG-19.xlsx 4:49 PM 11/25/2019Page 209 of 316 STUDY SESSION TO: Mayor and Council FROM: Dorothy Hargrove DEPARTMENT: City Manager's Office DATE: December 16, 2019 SUBJECT: Museum of Outdoor Arts Contract Renewal Discussion DESCRIPTION: Museum of Outdoor Arts Contract Renewal Discussion RECOMMENDATION: Staff recommends approval, by Resolution, of the attached agreement with the Museum of Outdoor Arts PREVIOUS COUNCIL ACTION: The original agreement between the City and the Museum of Outdoor Arts (MOA) was executed in 1999. That contract provided for a five-year initial term with 3 five-year renewal options which the City has approved without amendment. Representatives from MOA have provided updates and invited Council feedback on future programs and activities on several occasions, most recently by providing an annual report to Council on November 25, 2019. Council reviewed the proposed agreement at its December 9, 2019 study session. SUMMARY: The City and MOA need to establish the terms of a new agreement before the current contract expires in May 2020. MOA staff has met with City staff over the last few months to express a strong desire to remain in their current location. The proposed contract closely mirrors the terms of the original contract and will enable the partnership between the City and MOA to continue without interruption. Because the City technically leases the space in the Civic Center from the Englewood Environmental Foundation (EEF), the EEF Board of Directors approved by Resolution the sublease of the premises at its December 6, 2019 meeting. In brief: • MOA will continue to maintain the various art installations they have placed throughout the community • MOA will expand community engagement and outreach, including support for special events, programs and exhibits • The City will pay MOA an annual sum of $96,000 (unchanged since inception) to support these activities • The City will continue to provide space, utilities, basic facility maintenance, and janitorial services at no charge Page 210 of 316 • The initial term will be for 3 years, with 3 additional three-year terms, all subject to annual appropriation in compliance with TABOR, and that upon the retirement of the Certificates of Participation, the Englewood Environmental Foundation (EEF) will no longer be a Party to the Agreement, but the Agreement shall continue between the City and MOA. • Either the City or MOA may terminate the agreement with a six-month written notice. ANALYSIS: MOA, as outlined in their report to Council, continues to provide innovative arts programming for the Englewood community. The success of their recent Nature Obscura exhibit, for example, has already attracted over 50,000 visitors to Englewood and has been widely recognized as a unique, family-friendly immersive arts experience. They have partnered with local and regional businesses and actively supported the City's special events including but not limited to the Sounds of Summer concerts and the Block Party. They provide support and expertise for the Cultural Arts Commission, Keep Englewood Beautiful and Englewood Schools in order to expand the role of the arts throughout the community. While their recent Natura Obscura exhibit was ticketed, access to the majority of their exhibits, programs and events are free and open to the public. As a 501(c)3 MOA is supported primarily by donations. The City's annual payment to MOA supplements but does not displace these philanthropic dollars. The City could not begin to replicate the scope, variety and quality of MOA exhibits and programming without a prohibit ively significant allocation of funds. The terms of this proposed agreement help to leverage the capital investment, expertise, and ongoing operational expenses provided by MOA with limited support from the City's General fund. FINANCIAL IMPLICATIONS: The proposed payment of $96,000 is included in the City's 2020 General Fund budget. The cost of janitorial services and facility maintenance is included in the Public Works general fund budget for 2020 as part of the overall support for the Civic Center building. ALTERNATIVES: Council may approve, deny or table a decision on the proposed resolution to enter into the premises lease. ATTACHMENTS: Proposed agreement between the City of Englewood and MOA Resolution Page 211 of 316 Page | 1 RESOLUTION NO. ______ SERIES OF 2019 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO APPROVING A PREMISES LEASE AGREEMENT WITH MUSEUM OF OUTDOOR ARTS (MOA). . WHEREAS, in 1999 Englewood and MOA entered into a Governmental Agreement and Sublease wherein MOA would sublease from CITY certain space in the Civic Center Building for the operation, maintenance and enhancement of a world-class museum and art education program at the City Center; WHEREAS, beginning in 1999 MOA has developed programming for the Englewood community including art education-based exhibitions, special events, Design and Build arts education internships, gallery exhibitions, special programs, concerts, workshops, and temporary and permanent art installations; WHEREAS, since the parties entered into the original Agreement in 1999, MOA has installed 40 public sculptures, spent an average of $400,000 per year in arts programming, workshops, conservation, and community events, and has spent over $900,000 for all tenant finish and improvements at its City of Englewood location; WHEREAS, MOA’s current collection in Englewood, including the Civic Center and City Center area, is comprised of 34 outdoor artworks and 6 indoor artworks (see Exhibit B, “List of Artwork to Be Displayed at City Center”); WHEREAS, MOA spends approximately $50,000 annually in sculpture conservation and repair, and in 2018 MOA invested $122,913 in art conservation efforts on the art installations in the City of Englewood, including the Brooklyn Bridge, Bathroom People, Horizon, Duo, Bagatelle, and various bronze, metal and stone sculptures; WHEREAS, MOA has been recognized throughout the State for its efforts in both “Arts” and “Education”, and has earned the Governor’s Award for Excellence in the Arts, and the Museum Educator of the Year award; WHEREAS, MOA is active in Englewood schools, providing educational outreach through artist workshops in the MOA studios, artist workshops within Englewood schools, grants for arts education projects, site specific art installations and free student touring; WHEREAS, MOA currently offers year-round Artist in Residence programming, three sessions of its paid arts education internship, Design and Build, artist demonstrations, lectures, and events at no charge to the public. WHEREAS, MOA has developed a three-year exhibition, conservation, and events programming plan for its Englewood location, which is comprised of major arts exhibitions Page 212 of 316 Page | 2 including a Robert Rauschenberg retrospective, increased collaboration on public art and community placemaking events with the City of Englewood, Englewood Arts, and the Englewood schools, and interactive workshops, lectures, and artist demonstrations with planned expenditures of approximately $400,000 in each calendar year. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Section 1. Approval. The Premises Agreement and Sublease, as attached hereto as Exhibit A, is hereby approved, and the Mayor is hereby authorized to execute the same on behalf of the City. Section 2. Effective Date. This Resolution shall take effect upon its approval by the City Council. Section 3. Savings Clause. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining issues of this Resolution. ADOPTED AND APPROVED this 16th day of December, 2019. Linda Olson, Mayor ATTEST: __________________________________ Stephanie Carlile, City Clerk I, Stephanie Carlile, City Clerk for the City of Englewood, Colorado, hereby certify the above is a true copy of Resolution No. _____, Series of 2019. ______________________________ Stephanie Carlile, City Clerk Page 213 of 316 1 PREMISES AGREEMENT AND SUBLEASE THIS GOVERNMENTAL AGREEMENT AND SUBLEASE, (hereinafter referred to in its entirety as “Agreement”), made and entered into this _____ day of ____________________________2019, by and between the City of Englewood, Colorado (hereinafter referred to as “CITY”), the Englewood Environmental Foundation, Inc. (hereinafter referred to as “”EEF”), and The Museum of Outdoor Arts (hereinafter referred to as “MOA”). CITY and EEF are herein collectively referred to as “Englewood”. RECITALS WHEREAS, in 1999 Englewood and MOA entered into a Governmental Agreement and Sublease wherein MOA would sublease from CITY certain space in the Civic Center Building for the operation, maintenance and enhancement of a world -class museum and art education program at the City Center; WHEREAS, beginning in 1999 MOA has developed programming for the Englewood community including art education-based exhibitions, special events, Design and Build arts education internships, gallery exhibitions, special programs, concerts, workshops, and temporary and permanent art installations; WHEREAS, since the parties entered into the original Agreement in 1999, MOA has installed 40 public sculptures, spent an average of $400,000 per year in arts programming, workshops, conservation, and community events, and has spent over $900,000 for all tenant finish and improvements at its City of Englewood location; WHEREAS, MOA’s current collection in Englewood, including the Civic Center and City Center area, is comprised of 34 outdoor artworks and 6 indoor artworks (see Exhibit B, “List of Artwork to Be Displayed at City Center”); WHEREAS, MOA spends approximately $50,000 annually in scu lpture conservation and repair, and in 2018 MOA invested $122,913 in art conservation efforts on the art installations in the City of Englewood, including the Brooklyn Bridge, Bathroom People, Horizon, Duo, Bagatelle, and various bronze, metal and stone sculptures; WHEREAS, MOA has been recognized throughout the State for its efforts in both “Arts” and “Education”, and has earned the Governor’s Award for Excellence in the Arts, and the Museum Educator of the Year award; WHEREAS, MOA is active in Englewood schools, providing educational outreach through artist workshops in the MOA studios, artist workshops within Englewood schools, grants for arts education projects, site specific art installations and free student touring; Page 214 of 316 2 WHEREAS, MOA currently offers year-round Artist in Residence programming, three sessions of its paid arts education internship, Design and Build, artist demonstrations, lectures, and events at no charge to the public. WHEREAS, MOA has developed a three-year exhibition, conservation, and events programming plan for its Englewood location, which is comprised of major arts exhibitions including a Robert Rauschenberg retrospective, increased collaboration on public art and community placemaking events with the City of Englewood, Englewood Arts, and the Englewood schools, and interactive workshops, lectures, and artist demonstrations with planned expenditures of approximately $400,000 in each calendar year. NOW THEREFORE, in consideration of the mutual covenants and agreements, and the promises herein contained the Parties agree as follows: ARTICLE I GRANT AND TERM 1.1 Museum Premises. In consideration of the rents, covenants and agreements herein set forth and reserved for the performance of MOA, CITY does hereby sublease unto MOA the space on the second floor of the Civic Center Building, occupied and used by MOA as identified on Exhibit C of this Agreement, Map of MOA Museum Premises, located at 1000 Englewood Parkway, Englewood, Colorado, hereinafter the “Museum Premises”. The Museum Premises contain approximately 10,000 square feet of rentable space. 1.2 Term. The Term of this Agreement shall commence upon the date the Parties execute this Agreement, and shall terminate at 12:00 midnight, on December 31st, 2022, unless extended pursuant to Article XIV. 1.3 Participation by Englewood Environmental Foundation. The Parties hereby acknowledge that upon the retirement of the Certificates of Participation, the Englewood Environmental Foundation (EEF) shall no longer be a Party to this Agreement, and any references to EEF herein shall have no force or effect. ARTICLE II RENT AND IN-KIND SERVICES 2.1 Rent. MOA agrees to pay the CITY at the office of the CITY in the Civic Center Building or at such other place as CITY may designate in writing, annual rent for each sublease year for said premises as follows: (a) The sum of One Dollar per year payable in advance on the date of this Agreement and thereafter on the Agreement date thereafter until this Agreement is terminated. (b) Collaboration on public art and community placemaking events with the City of Englewood, Englewood Arts, and the Englewood schools, to assist the City with its increased branding and community building efforts including, but not limited to, Page 215 of 316 3 participation in the Sounds of Summer event series and annual Englewood Block Party. (c) Provide educational workshops, artist demonstrations, and gallery activations at no cost for the community including arts education outreach and touring incentives for Englewood schools. (d) Maintain a public art collection of no fewer than thirteen (13) outdoor artworks with a combined value of at least five hundred thousand (500,000) dollars. 2.2 Sublease Year Defined. The term “sublease year’, as used herein, is hereby defined to mean and include those periods of the term which for the first sublease year begin on the date of this Agreement, as first above written, and ends on the last day of the 12th calendar month during which the Agreement will have been in effect, and for subsequent years begins immediately after the end of the first sublease year and on the anniversary date of such beginning in each year thereafter, and ends twelve (12) months later in each subsequent year. 2.3 Deposit. No deposit is required hereunder. ARTICLE III CONDITIONS OF PREMISES 3.1 MOA’s Obligations. All finish and remodeling is to be performed by MOA at MOA's expense. Work shall be completed in a good and workmanlike manner, free of any liens for labor and materials, and in accordance with all building codes and other regulations of CITY. CITY shall grant to MOA all required building permits, subject to compliance with CITY building code requirements. (a) All alterations, additions, improvements or fixtures of a permanent nature, made by either party at the expense of MOA (except only movable office furniture and other personalty not attached to the Building) shall be d eemed a part of the real estate and the property of CITY and shall remain upon and be surrendered with the Museum Premises as a part thereof without molestation, disturbance or injury at the end of the term, whether by lapse of time or otherwise. The glass double doors on the East side of the building, entitled The Keepers Mandala, installed by MOA in 2008 are considered a work of fine art, are included in the MOA collection schedule for this purpose, and are not considered alterations, additions, improvements, or fixtures of a permanent nature. (b) All improvements and remodeling of the Museum Premises shall be accomplished in accordance with the drawings and specifications prepared by MOA's architect. CITY's architect will be permitted to review MOA's space plan and to make recommendations, if any, concerning it prior to its approval by CITY. The CITY shall have final approval over the improvement and remodeling of the Museum Premises. (c) Should CITY or EEF receive notice of, or should there be recordation in the real estate records of Arapahoe County, Colorado of, any materialman's or mechanic's lien on the CITY's or EEF's property as the result of any work performed, or materials provided, Page 216 of 316 4 for or on behalf of, MOA, MOA shall, upon receipt of written notice from CITY or EEF, immediately have such lien released. If, for any reason, MOA is unable to obtain a release of said lien within thirty days of CITY or EEF's notice, MOA shall provide CITY or EEF with a cash payment in the amount of the stated amount of the lien. CITY or EEF shall place such cash deposit in an interest bearing account of CITY or EEF's choice at the bank where CITY or EEF conducts its banking business. If the lien is not thereafter released no later than six months following the date of CITY or EEF's notice, CITY or EEF shall be permitted to use the cash deposit and all earnings thereon to obtain a release of the lien. Should there be any balance remaining in the cash account after release of the lien, the balance shall be refunded to MOA. Should MOA obtain a release of the lien after making the cash deposit, the entire balance of the cash deposit shall be paid to MOA upon receipt by CITY or EEF of satisfactory proof that CITY or EEF1s title is no longer encumbered by the lien. Should CITY or EEF be named in any suit, whether or not it is a suit to foreclose upon a lien, resulting from any work performed, or materials provided, for or on behalf of, MOA, MOA agrees to indemnify and save CITY and EEF harmless from and against any such suit or claim, including costs. (e) Any improvements constructed by MOA to the Museum premises over the term of this Agreement shall be constructed according to drawings and specifications approved by the CITY for offices, classrooms, art workrooms and museum display areas. ARTICLE IV USE OF PREMISES 4.1 Use of Premises and Business Hours. During the entire term of this Agreement, the Museum Premises shall be used solely for the purpose of the conduct of MOA's exempt purposes, its business offices, classes, and other lawful activities associated with such business. The business hours for MOA shall conform to the standard building hours of operation. The CITY agrees to accommodate additional hours outside standard building hours on a reasonable basis. MOA shall be required to provide the CITY with notice of the need for additional hours at least fourteen (14) days in advance. For all purposes under this Agreement standard building hours means 7:00 a.m. to 9:00 p.m., Monday through Friday, and 7:00 a.m. to 6:00 p.m. Saturday, other than holidays. 4.2 Compliance with Laws and Regulations. MOA shall, at all times maintain and conduct its business, insofar as the same relates to MOA's use and occupancy of the Museum Premises, in a lawful manner, and in strict compliance at MOA’s sole expense with all governmental laws, rules, regulations and orders and provisions of insurance underwriters applicable to the business of MOA conducted in and upon the Museum Premises. 4.3 Affirmative Covenants of MOA Relative to Usage of Museum Premises. MOA agrees to the following: (a) MOA shall warehouse, store or stock in the Museum Premises only MOA's necessary equipment and supplies. Page 217 of 316 5 (b) MOA shall not permit waste of the Museum Premises. (c) MOA shall keep said premises clean and in the sanitary condition as required by the ordinances, and the health, sanitary, and police regulations, of CITY. (d) MOA shall not permit nor allow said premises, or the walls or floors thereof to be endangered by overloading. ARTICLE V MAINTENANCE, REPAIRS AND SERVICES 5.1 By MOA. MOA agrees that during the term of this Agreement, it will be obligated to make all repairs, maintenance and replacements to all fixtures, appliances and facilities furnished by MOA. 5.2 By Englewood. CITY agrees that, without extra charge, during the term of this Agreement, and in accordance with standards from time to time prevailing for like office buildings in Englewood, Colorado, to furnish water, sewer, and such heated or cooled air to the Museum Premises during all of MOA's business hour s as may be required for the comfortable use and occupancy of the Museum Premises; to provide building standard nightly janitor service for the Museum Premises during business days which, at a minimum, will include the daily emptying of waste receptacles, vacuuming of floors, spot cleaning of carpets as necessary, and dusting of all horizontal surfaces; to provide quarter annual window washing and such wall cleaning as may in the judgment of CITY be reasonably required; to provide snow removal as needed; and to cause electric current to be supplied for lighting in the leased premises and public halls, and it is understood that MOA shall use such electric current as shall be supplied by CITY for all equipment necessary to conduct MOA's business. The CITY shall replace light bulbs or tubes used in lighting the Museum Premises. CITY shall, during standard business hours, provide proper and adequate security to the Museum Premises. 5.3 Parking. CITY shall provide MOA with no fewer than forty (40) non-assigned and shared parking spaces in the parking area of City Center closest to access to the Museum Premises. 5.4 Surrender of Premises. At the expiration of this Agreement, MOA shall surrender the Museum Premises in the same condition as exists upon the completion of the MOA improvements, ordinary wear and tear excepted. ARTICLE VI FIXTURES, SIGNS, AND ALTERATIONS 6.1 Fixtures. All fixtures of a permanent nature installed by MOA shall be in good conditions and have a useful life of at least twenty years, unless otherwise approved by CITY. Upon the installation of any fixture of a permanent nature by MOA, such fixture shall become the property of CITY. CITY must approve in advance the installation of a permanent fixture and such approval shall not unreasonably withheld. 6.2 Signs. MOA shall not erect any antenna, loudspeaker, or any exterior or interior signs without first obtaining the written consent of the CITY, which consent shall not be unreasonably withheld. MOA signage shall conform to the signage in the Civic Center Building. Further, all approved, illuminated signs must derive light from a concealed source (no exposed globes, tubing, etc.). The CITY shall provide Page 218 of 316 6 adequate directional signage to and from MOA throughout City Center as well as street and building signage identifying MOA’s presence and location and identification of classes and events. 6.3 Alterations. Subsequent to completion of the improvements, MOA may, from time to time, during any term, at its own cost and expense, upon written consent of CITY, which consent shall not be unreasonably withheld, make any reasonable nonstructural alterations or changes in the interior of the Museum Premises in a good and workmanlike manner in compliance with all applicable requirements of law, it being understood that "nonstructural" shall include moving of stud partitions, minor plumbing and electrical work and modification and rearrangement of fixtures; provided that nothing in this Section 6.3 shall limit or modify MOA's rights under Section 5.2. CITY agrees to cooperate with MOA for the purpose of securing necessary permits for any changes, alterations or additions permitted under this section. For this purpose, nonstructural alterations or changes do not include alterations or changes being made in the Museum Premises for the purpose of presenting an art or performance exhibit of a duration of less than six months. In this latter event, MOA will not be obligated to obtain consent of CITY. MOA shall be required to obtain permits mandated by ordinance, if any, in order to make any such alterations or improvements. MOA will not alter the exterior of the Museum Premises and shall have no right to make any change, alteration or addition to the Museum Premises which would impair the structural soundness or diminish or increase the size thereof, without the prior written consent of CITY. All costs of any such work shall be paid promptly by MOA so as to prevent the assertion of any liens for labor or materials. MOA agrees that any improvements made by it (except trade fixtures and unattached signs) shall immediately become the property of CITY. ARTICLE VII PUBLIC LIABILITY 7.1 MOA’s Liability Insurance. MOA shall, during the entire term hereof, keep in full force and effect a policy of public liability and property damage insurance with respect to the Museum Premises, and the business operated by MOA in the Museum Premises, in which the limits of public liability shall not be less than One Million and No/100 Dollars ($1,000,000.00) per person and One Million and No/100 Dollars ($1,000,000.00) per incident and in which the total damage liability shall not be less than Two Million and No/100 Dollars ($2,000,000.00). The policy shall name CITY as an additional named insured, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the CITY thirty (30) days prior written notice. The insurance shall be an insurance company approved to do business in the State of Colorado and a copy of the policy or a Certificate of Insurance shall be delivered to Englewood. Nothing herein shall be construed as a waiver by the City of its immunities as set forth within the Colorado Governmental Immunities Act. 7.2 Worker’s Compensation. To the extent required by law, MOA shall procure and maintain worker’s compensation coverage for its employees. ARTICLE VIII DAMAGE BY FIRE OR CASUALTY 8.1 Insurance Coverage by MOA. MOA shall keep the Museum Premises insured against loss or damage by fire, with the usual extended coverage endorsements, in amounts not less than the full insurable value of the improvements thereof. Page 219 of 316 7 8.2 Additional Coverage by MOA. MOA agrees that it shall keep its fixtures, merchandise and equipment insured against loss or damage by fire with the usual extended coverage endorsements. It is understood and agreed that MOA assumes all risk of damage to its own property a rising from any cause whatsoever, including, without limitation, loss by theft or otherwise. 8.3 Protection from Subrogation. Anything in this Agreement to the contrary notwithstanding, neither CITY, EEF nor MOA shall be liable to the other for any busin ess interruption or any loss or damage to property or injury to or death of persons occurring on the Museum Premises or the adjoining properties, sidewalks, streets or alleys, or in any manner growing out of or connected with MOA's use and occupation of the Museum Premises, or the condition thereof, or of sidewalks, streets or alleys adjoining caused by negligence or other fault of CITY, EEF or MOA or of their respective agents, employees, licensees, assignees, guests or invitees, to the extent that such bu siness interruption or loss or damage to the property or injury to or death of persons is covered by or indemnified by proceeds received from insurance carried by the other party (regardless of whether such insurance is payable to or protects CITY, EEF or MOA or two or more of them) or for which such party is otherwise reimbursed; and licensees and assignees, for any such loss or damage to property or injury to or death of persons to the extent the same is covered or indemnified by proceeds received from any such insurance, or for which reimbursement is otherwise received. Nothing in this Section 8.3 contained shall be construed to impose any other or greater liability upon CITY, EEF or MOA than would have existed in the absence of this Section 8.3. 8.4 Notice. MOA shall give immediate written notice to CITY of any damage caused to the Museum Premises by fire or other casualty. 8.5 Partial Damage. In case during the term hereof the Museum Premises shall be partially damaged (as distinguished from "substantially damaged," as that term is hereinafter defined) by fire or other casualty, MOA shall forthwith proceed to repair such damage and restore the Museum Premises, (subject, however, to zoning laws and building codes then in existence) to substantially the same condition as before the time of such damage. MOA agrees that, promptly after completion of such work, it will proceed with reasonable diligence and at its sole cost and expense to restore its fixtures and equipment for reopening. In making such repairs of partial damage MOA shall be permitted to obtain the proceeds, if any, of the fire insurance procured by MOA which proceeds are paid as a result of such fire damage, whether paid directly to CITY or the company or the agency doing the repair work. MOA shall be responsible for payment of all repair work for such partial damage which is not covered by such fire insurance. 8.6 Substantial Damage. In case during the term hereof the Mus eum Premises shall be substantially damaged or destroyed by fire or other casualty, the risk of which is covered by insurance, MOA shall have the option exercisable in writing within forty-five (45) days to terminate this Agreement and deliver to CITY all insurance proceeds (other than proceeds in respect of inventory, fixtures and equipment), if any, or to retain this Agreement in full force and effect in which event MOA shall, proceeding with all reasonable dispatch, repair or rebuild the Museum Premises, to substantially their condition at the time of such damage or destruction (subject, however, to zoning and building codes then in existence). For this purpose the term "inventory" includes, among other things, MOA's artwork. 8.7 No Abatement of Operation. MOA agrees that during any period of reconstruction or repair of the Museum Premises it will continue the operation of its business within the Museum Premises to the extent practicable. 8.8 Definition of Substantial Damage. The terms "substantially damaged" and "substantial damage," as used in this Article, shall have reference to damage of such a character as cannot reasonably be expected to be repaired or the Museum Premises restored within one hundred and thirty-five (135) days Page 220 of 316 8 from the time that such repair or restoration work would be commenced, as certified by a registered architect selected by MOA and accepted by CITY. ARTICLE IX HAZARDOUS MATERIALS 9.1 MOA’s Representation. MOA agrees that whenever it, or any of its agents, employees, contractors, licensees or invitees, causes or permits any Hazardous Material to be brought upon, kept, used or disposed of in, about or from the Museum Premises by MOA, the same will be kept, used and disposed of in a manner that complies with all laws regulating any such Hazardous Material and their possession, storage, use and disposal. 9.2 Definition of Hazardous Material. "Hazardous Material”, as used in this Agreement, shall be any petroleum based products, paints and solvents, polychlorinated biphenyl, lead, acids, ammonium compounds and other chemical products (excluding commercially used cleaning materials in ordinary quantities), and any substance or material if defined or designate d as a hazardous or toxic substance, or other similar term, by any federal, state or local law, statute, regulation, or ordinance presently in effect or that may be promulgated in the future, as such statutes, regulations and ordinances may be amended from time to time. 9.3 CITY’s Responsibility for Removal. Notwithstanding the foregoing, if any Hazardous Material was used in connection with the original construction of the Museum Premises and the removal of such Hazardous Material from the Museum Premises becomes necessary during the term of this Agreement, Englewood shall be responsible for the removal of the same, except if MOA, or any of its agents, employees, contractors, licensees, or invitees, by their actions (as opposed to ordinary wear and tear) has somehow affected the original construction materials in some way so that the same have to be removed, in which event MOA shall be responsible for such removal. ARTICLE X ASSIGNMENT AND SUBLETTING 10.1 Consent Required. MOA may not assign this Agr eement and/or sublet the Museum Premises or any part thereof, without in each instance obtaining the written permission of CITY. The consent by Englewood to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Agreement is assigned, or if the Museum Premises or any part thereof is sublet or occupied by anybody other than MOA, CITY may collect rent from the assignee, sublessee or occupant, and apply the net amount collected to the rent herein reserved, and such assignment, subletting, occupancy or collection shall be deemed a release of MO A from the further performance by MOA of covenants on the part of MOA herein contained with respect to the assigned or sublet premises. Notwithstanding the right to assign or sublet herein granted, the CITY shall be permitted to refuse to consent to assignment or sublet unless the CITY's obligation under Article XVI is eliminated upon assignment or sublet. Page 221 of 316 9 ARTICLE XI MOA’S DEFAULT 11.1 Events of Default. The following events shall be deemed to be events of default by MOA under this Agreement. (a) MOA shall have failed to pay any installment of rent or any other charge provided herein, or any portion thereof when the same shall be due and payable, and the same shall remain unpaid for a period of ten (10) days after written notice from the CITY; or (b) MOA shall have failed to comply with any other provisions of this Agreement and shall not cure such failure within thirty (30) days after CITY, by written notice, has informed MOA of such noncompliance; or (c) MOA shall file in any court a petition in bankruptcy or insolvency or for reorganization within the meaning of the United States Bankruptcy Code, as amended, (or for reorganization or arrangement under any future Bankruptcy Act for the same or similar relief) or for the appointment of a receiver or trustee of all or a portion of MOA’s property; or (d) An involuntary petition of the kind referred to in paragraph (c) of this Section 11.1 shall be filed against MOA and such petition shall not be vacated or withdrawn within ninety (90) days after the date of filing thereof; or (e) MOA shall make an assignment for the benefit of creditors; or (f) MOA shall be adjudicated a bankrupt; or (g) MOA shall for reasons other than those specifically permitted in this Agreement, cea se to conduct its business operations required by Article IV hereof in the Museum Premises or shall vacate or abandon the Museum Premises and leave same vacated or abandoned for a period of thirty (30) days. Upon the occurrence of an event of default, CIT Y’s sole remedy shall be to cancel and terminate this Agreement. 11.2 Costs, Expenses and Attorneys’ Fees. In the event of any suit instituted by either party to enforce the covenants and agreements contained in this Agreement, the prevailing party in any such litigation shall be entitled to recover all costs, expenses, and reasonable attorneys' fees that may be incurred or paid as a result of such litigation. In the event of a compromise, neither party shall recover costs, expenses and attorneys' fees, but such costs, expenses and attorneys' fees may be considered by the parties in reaching a compromise. ARTICLE XII SUBORDINATION OR SUPERIORITY OF SUBLEASE 12.1 Lease Subordinate or Superior to Deed of Trust. It is agreed that the rights and interest of MOA under this Agreement shall be subject and subordinate to any mortgage or deeds of trust placed upon the Civic Center Building, to any and all advances to be made thereunder, to the interest thereon, and to all renewals, modifications, replacements and extension thereof, provided the mortgagee or trustee named in said mortgages or deeds of trust must elect by written notice delivered to MOA to subject and subordinate the rights and interest of the MOA under this Agreement to the lien of its mortgagee or deed of Page 222 of 316 10 trust and shall agree to recognize this Agreement of MOA in the event of foreclosure if MOA is not in default; however, any mortgagee or trustee may elect to give the rights and interest of the MOA under this Agreement priority over the lien of its mortgage or deed of trust. In the event of either such election, and upon notification by such mortgagee or trustee to MOA to that effect, the rights and interest of the MOA under this Agreement shall be deemed to be subordinate to, or have priority o ver, as the case may be, the lien of said mortgage or deed of trust, whether this Agreement is dated prior to or subsequent to the date of said mortgage or deed of trust. MOA shall execute and deliver whatever instruments may be required for such purposes, and in the event MOA fails so to do within ten (10) days after demand in writing, MOA does hereby make, constitute and irrevocably appoint CITY as its attorney in fact and in its name, place and stead so to do. ARTICLE XIII MISCELLANEOUS PROVISIONS 13.1 Holding Over. In the event that MOA shall continue to occupy the Museum Premises after the expiration of this Agreement, said tenancy shall be construed to be a tenancy from month-to- month, unless a letter is delivered to MOA by City, at the address set forth herein, demanding immediate removal from the premises. All of the terms and conditions herein contained shall apply during a month- to-month tenancy. 13.2 Waiver. Failure on the part of the CITY to complain or notify of any action or non-action on the part of MOA, no matter how long the same may continue, shall never be deemed to be a waiver by Englewood of any of its rights hereunder. Further, it is covenanted and agreed that no waiver at any time of any of the provisions hereof by Englewood shall be construed as a waiver at any subsequent time of the same provisions unless Englewood so agrees at the time of the waiver. 13.3 Covenant of Quiet Enjoyment. MOA, subject to the terms and provisions of this Agreement on payment of the rent and observing, keeping and performing all of the terms and provisions of this Agreement on its part to be observed, kept and performed, shall lawfully peaceably and quietly have, hold, occupy and enjoy the Museum Premises during the term hereof without hindrance or ejection by any persons lawfully claiming under Englewood. 13.4 Status Reports. Recognizing that both parties may find it necessary to establish to third parties, such as accountants, banks, mortgagees, or the like, the then current status of performance hereunder, either party, on the written request of the other made from time to time, will promptly furnish a written statement on the status of any matter pertaining to this Agreement. 13.5 Notice to Mortgagee. After receiving written notice from any person, firm, or other entity, that it holds a mortgage (which term shall include a deed of trust) which includes as part of the mortgaged premises the Museum Premises, MOA shall, so long as such mortgage is outstanding be required to give to such holder the same notice as is required to be given to CITY under the terms of this Agreement, but such notice may be given by MOA to CITY and such holder concurrently. It is further agreed that such holder shall have the same opportunity to cure any default, and the same time within which to effect such curing, as is available to CITY; and if necessary to cure such a default, such holder shall have all rights of CITY. 13.6 Invalidation of Particular Provisions. If any term or provision of this Agreement, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to person or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. Page 223 of 316 11 13. 7 Provisions Binding, Etc. Except as herein otherwise expressly provided, the terms hereof shall be binding upon and shall inure to the benefit of the successors and assigns, respectively, of Englewood and MOA. Each term and each provision of this Agreement to be performed by Englewood or MOA shall be construed to be both a covenant and a condition. The reference contained to successors and assigns of MOA is not intended to constitute a consent to assignment by MOA, but has reference only to those instances in which Englewood may later give written consent to a particular assignment as permitted by the provisions of Section 10.1 hereof. 13.8 Governing Law. This Agreement shall be governed exclusively by the provisions hereof and by laws of the State of Colorado and its political subdivisions as the same may from time to time exist. 13.9 Notices. Any notice which may be required to be given under this Agreement shall be delivered in person or sent by registered or certified mail, postage prepaid and shall be addressed to Englewood at 1000 Englewood Parkway, Englewood, Colorado 80110, Attention: City Manager and to MOA at the address of the Museum Premises, or to either party at such other address as shall be designated by written notice to the other party. Whenever under this Agreement a provision is made for notice of any kind, it shall be deemed sufficient notice and service thereof if such notice to MOA is in writing addressed to MOA at the Museum Premises and deposited in the mail with postage prepaid, and if such notice to Englewood is in writing addressed to the location for payment of rent as provided in Article II and deposited in the mail with postage prepaid. 13.10 Section Headings. The headings, section numbers and article numbers appearing in this Agreement are not intended in any manner to define, limit or describe the scope of any such section or article and are solely inserted as a matter of convenience. 13.11 Entire Agreement. This Agreement and any exhibits or riders made a part hereof constitute the entire agreement between the parties relating to the subject matter hereof. It is understood that there are no oral agreements between the parties hereto affecting this Agreemen t, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements or understandings, if any, between the parties hereto or displayed by Englewood to MOA with respect to the subject matter hereof, and none shall be used to interpret or construe this Agreement. It is further agreed by and between the parties hereto that there shall be no modification or amendment of this Agreement except as may be executed in writing between the parties hereto. 13.12 Access to Premises. CITY shall have the right to enter upon the Museum Premises at all reasonable hours for the purpose of inspecting the same and during any emergency. If Englewood deems any repairs necessary, Englewood may make at its expense or cause MOA to make such repairs, as may be required under this Agreement, at MOA's expense. 13.13 Payment After Termination or Notice. No payment of money by MOA to Englewood after the termination of this Agreement in any manner, or after the giving of any notice to MOA, shall reinstate, continue or extend the term of this Agreement or affect any notice given to MOA prior to the payment of such money, it being agreed that after the service of notice or the commencement of a suit or after final judgment granting Englewood possession of said premises, Englewood may receive and collect any sums of rent due, or any other sums of money due under the terms of this Agreement, and the payment of such sums of money whether as rent or otherwise, shall not waive said notice, or in any manner affect any pending suit or any judgment theretofore obtained. Page 224 of 316 12 13.14 Access for Reletting. Englewood may at any time within ninety (90) days before the expiration of this Agreement, enter the Museum Premises at all reasonable hours for purposes of offering the same for rent, and may place and keep on the window and doors of said premises signs advertising the premises for rent. 13.15 Joint and Several Liability. All the terms, covenants and conditions contained in this Agreement to be performed by either party, if such party shall consist of more than one person or organization, shall be deemed to be joint and several, and all rights and remedies of the parties shall be cumulative and nonexclusive of any other remedy at law or in equity. 13.16 Brokers. MOA warrants that it has had no dealings with any real estate broker or agents in connection with the negotiation of this Agreement, and that it knows of no other real estate broker or agent who is or might be entitled to a commission in connection with this Agreement. 13.17 Corporate Authority. MOA is a Colorado not-for-profit corporation, and each individual executing this Agreement on behalf of MOA represents and warrants that he is duly authorized to duly execute and deliver this Agreement on behalf of MOA, and that this Agreement is binding upon MOA in accordance with its terms. 13.18 Copies. This Agreement may be executed in any number of copies all of which shall be deemed an original and all of them shall constitute one and the same agreement; provided, that, it shall only be necessary to produce one copy of such Agreement for proof. 13.19 Approval of City Council. CITY represents and warrants that all of the terms of this Agreement have been reviewed and approved by its Cit y Council, that an appropriate R esolution has been adopted by the City Council authorizing CITY to enter into this Agreement, that the person executing this Agreement on behalf of CITY has full authority to do so, and that the actions of the City Council are such that this Agreement shall remain in full force and effect in accordance with its terms throughout the term described in Section 1.2. CITY further represents and warrants that this Agreement is legally binding upon CITY; however, any provision of this Agreement or its exhibits which impose upon the CITY, directly or indirectly, any financial obligation whatsoever to be performed or which may be performed in any fiscal year subsequent to the year of execution of this Agreement, is expressly made contingent upon and subject to funds for such financial obligation be appropriated, budgeted and otherwise made available. A copy of the Resolution of the City Council is attached hereto and incorporated herein as Exhibit E. 13.20 Approval of Board of Directors of EEF. EEF represents and warrants that all of the terms of this Agreement have been reviewed and approved by the Board of Directors of EEF, that an appropriate resolution has been adopted by the Board of Directors approving and recommending this Agreement to the City Council, and that the person executing this Agreement on behalf of EEF has full authority to do so. EEF represents that it is a legally constituted entity with capacity to oversee this Agreement following its approval by the City Council. A copy of the Resolution of the Board of Directors of EEF is attached hereto and incorporated herein as Exhibit D. ARTICLE XIV MOA’S RENEWAL OPTION 14.1 Option to Renew. As additional consideration for the covenants of MOA hereunder, CITY hereby grants unto MOA an option (the "Option") to extend the term of the Agreement for three (3) additional terms of three (3) years (an "Option Term") each. Each Option shall apply to all Museum Premises at the time the Option Term would commence, and shall be on the following terms and conditions: Page 225 of 316 13 (a) Written notice of MOA's election to exercise an Option shall be given to CITY no later than six (6) months prior to the expiration of the term ("MOA's Notice"). If MOA timely exercises an Option, the Agreement shall be deemed extended with all of its terms. (b) Unless CITY is timely notified by MOA in accordance with paragraph (a) above, it shall be conclusively deemed that MOA does not desire to exercise the Option, and the Agreement shall expire in accordance with its terms, at the end of the term. (c) If MOA is in default of this Agreement at the time of notice hereunder, the option may be exercised only with the written consent of the CITY. (d) The Options granted hereunder shall be upon all of the terms and conditions contained herein. (e) After exercise of all of the Options above described, there shall be no further rights on the part of MOA to extend the term of the Agreement. ARTICLE XV ARTWORK DISPLAY 15.1 Display of Artwork. The works of art described in Exhibit B hereto, each of which is owned by MOA, shall be displayed throughout the City Center pursuant to the Artwork Installation Plan described in Section 15.5 below. Works of art subsequently acquired by MOA and works of art prepared through MOA's art education programs may be displayed in such areas of City Center from time to time. MOA alone shall have the right to display works of art and exhibits in City Center in the locations described as MOA artwork locations in the Artwork Installation Plan, and all decisions with respect to the nature and propriety of any particular piece of art or any exhibit by MOA of any artwork whatsoever is expressly granted, reserved to and held alone by MOA. Location of artwork within City Center as set forth in Exhibit B shall be subject to approval of the CITY. Exhibit B shall be amended, in writing, upon approval by CITY, EEF and MOA, from time to time as new works of art are installed, new plans are prepared, art is removed, or otherwise. Amendments to Exhibit B are incorporated herein. 15.2 Movement of Artwork. With the consent of EEF, MOA shall be permitted to move any permanent work of art from one designated point to any other designated point within the City Center during the term of the Agreement. The cost of moving any such art within City Center shall be paid by MOA, unless the request to move the art was made by the CITY or EEF in which event the CITY or EEF shall pay the cost. 15.3 Sale of Artwork. MOA, in its sole and absolute discretion, shall be permitted to sell any work of art which it owns and which is on display in the City Center other than those designated as "Permanent Installations" on Exhibit B. Upon the removal of any such sold item, MOA shall be responsible to pay for all costs of removal and any cost of restoration of the space from which such artwork was removed. 15.4 Artwork Installation Plan. The Artwork Installation Plan shall identify the places in the City Center where artwork will be permitted to be displayed, shall set forth the requirements for installation and display including, but not limited to, foundations and pedestals, fencing, lighting, security cameras, and all other matters pertaining to the installation and display of the artwork. Page 226 of 316 14 15.5 Responsibility for Installed Artwork. MOA shall be responsible for, and pay the expense of, maintenance, repair, replacement, insurance and extraordinary security for the artwork installed at any time in City Center. Englewood shall be responsible for utilities, ground maintenance and standard security for the artwork installed at any time in City Center. ARTICLE XVI CITY SUPPORT OF MOA 16.1 Annual Contribution by CITY. The CITY will pay to MOA the sum of Ninety-Six Thousand Dollars ($96,000.00) annually by payment of Forty-Eight Thousand Dollars ($48,000.00) on the date that this Agreement takes effect, and an additional payment of Forty-Eight Thousand Dollars ($48,000.00) payable six months after the Agr eement takes effect. Subsequent annual support contributions by the City to MOA shall be distributed in the same manner thereafter during each sublease year of the Initial Term of three years, and any renewal term thereafter. The grant shall be utilized, in MOA’s discretion, solely for the following purposes, set forth hereafter in particular order of priority: (a) Support for MOA’s education programs and facilities. (b) Assistance with special events provided within the CITY by MOA. (c) Public Art Displays. (d) Ongoing maintenance of artwork displayed in the City Center. 16.2 TABOR. The parties understand and acknowledge that this Agreement and the CITY is subject to Article X, §20 of the Colorado Constitution (“TABOR”). The parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and, notwithstanding anything in this Agreement to the contrary, all payment obligations of the City are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the City’s current fiscal period ending upon the next succeeding December 31. Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of the City and applicable law. 16.3 Failure of CITY to Make Annual Contribution. Should the CITY fail to make any annual contribution as provided for in Section 16.l without first having terminated this Agreement, MOA shall have the following remedies: (a) Declare this Agreement terminated, AND Vacate the Museum Premises, OR (b) Elect to keep this Agreement in effect by remaining a subtenant pursuant to the terms hereof without payment of the amounts set forth in Section 16.1 and, notwithstanding any pr ovision to the contrary, have the right to remove any or all works of art described in Exhibit B, without the consent of CITY. Page 227 of 316 15 ARTICLE XVII MOA OBLIGATIONS, PERFORMANCE, AND REPRESENTATIONS 17.1 MOA Operations. MOA will continue to operate, maintain and enhance a world class museum and art education program at City Center. MOA will develop programming that may include, but not be limited to, arts education-based exhibitions and special events such as the nationwide Design and Build Competition; education-based gallery exhibitions and special programs; concerts, workshops , and festivals in collaboration with Englewood Arts, and other Colorado arts organizations; and temporary and permanent art exhibitions and installations of approximately $1,000,000 in value. Notwithstanding the foregoing description of operations, should any of these operations terminate at no fault of MOA, there shall be no breach of this operations requirement, but, MOA shall thereafter use all reasonable efforts to replace the terminated operation with a similar one. MOA shall continue to market all of its programs and activities at City Center. MOA will develop a resident arts education discount program for all residents of the City of Englewood, Colorado in collaboration with the Englewood Cultural Arts Commission. 17.2 MOA Representations. MOA represent to the City as follows: (a) MOA has been recognized for its efforts in both “Arts” and “Education”. (b) The Governor of Colorado and the Colorado Council on the Arts honored MOA in 1993 with the Governor’s Award for Excellence in the Arts, Colorado’s highest arts honor. (c) In 1993, MOA was presented with the Museum Educator of the Year award from the Colorado Arts Association and has also been praised for art and education by all major art and news publications in Colorado, including Westword’s “Best of Denver: Best Art Classes for Kids” 1995. (d) MOA produces special programming throu ghout the calendar year. (e) MOA maintains an annual budget of $1,000,000 annually, which it shall maintain so long as its gross income from all sources equals or exceeds its gross income for 2018 and should its gross income fall below the amount for 2018, the minimum budget shall reduce only in proportion to the decrease in gross income. (f) MOA shall spend at least $100,000 per year for its programming as described in Section 17.1, and in collaboration with Englewood Arts and other resident Colorado ar ts organizations, as well as CITY-sponsored special programs and events, and temporary and permanent art installations. No later than November 30th of each year, MOA shall provide a report to the CITY describing the programs provided and costs incurred dur ing the preceding year of this Agreement with respect to all programs provided at City Center. ARTICLE XVIII SHARED USE OF CULTURAL SPACE 18.1 Use of MOA Space by CITY. MOA agrees, subject to availability, to permit use of its conference room and studio space by the CITY for CITY purposes. This use shall be at no charge to the CITY. MOA further agrees to permit public access to its gallery space, as indicated on Exhibit C, during their regular hours of operation. 18.2 Cooperation in Program Planning. The CITY and MOA agree to cooperate in planning cultural programs and events for the Civic Center building and City Center Englewood. Page 228 of 316 16 ARTICLE XIX TERMINATION 19.1 Termination. Both the CITY and MOA may terminate this Agreement with written notice given no less than six (6) months prior to the requested date of termination for any reason, including a failure on the part of the CITY to appropriate funds for the progr amming as set forth in Article XVI of this Agreement. All terms and conditions shall remain in effect during the termination period until MOA officially vacates the Museum Premises. MOA may choose to leave art work in place, the CITY shall not be responsible for any maintenance or upkeep to any artwork left in place by MOA, whether located inside City Center or in the outdoor public spaces. In the event that the CITY requested that art work be removed by MOA, all expenses for moving the art work shall be borne by MOA. Further, the CITY is under no obligation to pay for any expenses incurred by MOA associated with the closure and vacation of the Museum Premises by MOA. MOA shall leave the Museum Premises in good, clean and safe condition, ordinary wear and tear excepted. [remainder of page intentionally left blank] Page 229 of 316 17 IN WITNESS WHEREOF, the parties hereto have affixed their signatures the day and year first above written. CITY OF ENGLEWOOD ________________________________________ ATTEST: Linda Olson, Mayor By: _____________________________________ City Clerk, Stephanie Carlile ENGLEWOOD ENVIRONMENTAL FOUNDATION, INC. By:_____________________________________________ Its:_____________________________________________ STATE OF COLORADO ) ) ss. COUNTY OF ARAPAHOE ) The foregoing Governmental Agreement and Sublease was subscribed, acknowledged, and affirmed or sworn to before me this ______ day of ____________________________________, 2019, by ___________________________________, as _________________________________, of Englewood Environmental Foundation, Inc. WITNESS my hand and official seal. _________________________________________ Notary Public (SEAL) _________________________________________ Address _________________________________________ My Commission Expires:__________________________________ Page 230 of 316 18 THE MUSEUM OF OUTDOOR ARTS By:_____________________________________________ Its:_____________________________________________ STATE OF COLORADO ) ) ss. COUNTY OF ARAPAHOE ) The foregoing Governmental Agreement and Sublease was subscribed, acknowledged, and affirmed or sworn to before me this ______ day of ____________________________________, 2019, by ___________________________________, as _________________________________, of The Museum of Outdoor Arts. WITNESS my hand and official seal. _________________________________________ Notary Public (SEAL) _________________________________________ Address _________________________________________ My Commission Expires:__________________________________ Page 231 of 316 19 EXHIBIT A TO GOVERNMENTAL AGREEMENT AND SUBLEASE between THE CITY OF ENGLEWOOD, COLORADO ENGLEWOOD ENVIRONMENTAL FOUNDATION, INC. AND THE MUSEUM OF OUTDOOR ARTS ************************************************************************* Exempt Purposes of The Museum of Outdoor Arts MOA’S 501(3)(c) STATUS The Corporation is formed exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 as amended (the “Code”0, the principal purpose of which shall include, but not be limit ed to, the stimulation, promotion and development of the interest of the general public in every manner of art forms through the organization and operation of outdoor and indoor museums, the holding and sponsorship of music concerts, art exhibitions and th eatrical and dance performances, all for cultural and educational purposes and to perform every act or acts necessary for, incidental to or connected with the furtherance of its charitable and educational purposes and generally do anything permitted of an organization exempt from Federal income taxation under Section 501(c)(3) of the code. Page 232 of 316 20 EXHIBIT B TO GOVERNMENTAL AGREEMENT AND SUBLEASE between THE CITY OF ENGLEWOOD, COLORADO ENGLEWOOD ENVIRONMENTAL FOUNDATION, INC. AND THE MUSEUM OF OUTDOOR ARTS ************************************************************************** List of Artwork to Be Displayed at City Center Permanent Installations:  Porcellino  (2) Marzocco Lions  (2) Greek Dogs  Bronze Bear  Child of Peace  Untitled  In Stance  Measurements  Anja’s Column  Franconia F. Horse II  Spheres  Blatant Proposals  Night Movement  Wolf Angel  The Dream Tree  Horizon  Mountain  Mujer del Lago Total: 20 Pieces Page 233 of 316 21 Temporary Installations:  Bella Donna  Resistance  Bagatelle  Bathroom People  Brooklyn Bridge  Luke the Evangelist  Rodger  Rainwater Chandelier  Marble on My Mind  Stargazer  Gossips  Luke the Evangelist  Duo  Two Open Trapezoids, Excentric V  U.P., UP #1  Windsong III  PTSAAES  Keeper’s Mandala  Dervish  Mind Fields Total: 20 Pieces Page 234 of 316 22 EXHIBIT C TO GOVERNMENTAL AGREEMENT AND SUBLEASE between THE CITY OF ENGLEWOOD, COLORADO ENGLEWOOD ENVIRONMENTAL FOUNDATION, INC. AND THE MUSEUM OF OUTDOOR ARTS ************************************************************************** Map of MOA Museum Premises Page 235 of 316 23 EXHIBIT D TO GOVERNMENTAL AGREEMENT AND SUBLEASE between THE CITY OF ENGLEWOOD, COLORADO ENGLEWOOD ENVIRONMENTAL FOUNDATION, INC. AND THE MUSEUM OF OUTDOOR ARTS ************************************************************************** Resolution of the Board of Directors of Englewood Environmental Foundation, Inc. Page 236 of 316 24 EXHIBIT E TO GOVERNMENTAL AGREEMENT AND SUBLEASE between THE CITY OF ENGLEWOOD, COLORADO ENGLEWOOD ENVIRONMENTAL FOUNDATION, INC. AND THE MUSEUM OF OUTDOOR ARTS ************************************************************************** Resolution of the City Council of the City of Englewood, Colorado Page 237 of 316 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Dan Poremba DEPARTMENT: Community Development DATE: December 16, 2019 SUBJECT: Master Developer Recommendation for the City Property Portions of CityCenter DESCRIPTION: Master Developer Recommendation for the City Property Portions of CityCenter RECOMMENDATION: This CityCenter Master Developer recommendation is the culmination of a formal competitive procurement process authorized by City Council and managed by staff to identify a preferred master developer for the City to partner with in redeveloping the “City Property” at Englewood CityCenter. This is the property owned or controlled by the City and the Englewood Environmental Foundation (EEF) as shown in blue on the attached site plan. As a result of the competitive procurement process that included the participation of senior City staff across multiple departments, staff recommends that SKB of Portland, Oregon (also referred to as Scanlan Kemper Bard) be selected by the City of Englewood as its preferred master developer partner for the redevelopment of the City Property at Englewood City Center. Council has been briefed in detail at several key points throughout this process. Staff also recommends that Council meet with SKB to receive a presentation regarding their company qualifications and experience and to discuss their initial ideas for redeveloping the City Property. This will include a discussion of SKB’s commitment to robust community participation in planning the redevelopment. PREVIOUS COUNCIL ACTION: Staff and Council initiated exploration of the redevelopment of the City Property in connection with the August 2018 foreclosure of the former Weingarten Realty property by C-III Asset Management of Dallas, Texas (C-III), also previously referred to as the “C-III Property” as shown in red on the attached site plan. Following a number of prior City Council discussions, at the April 22, 2019 Council Study Session, Council authorized Community Development staff to issue a Master Developer Request for Proposals (RFP) for the redevelopment of the City Property at CityCenter. 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), dated March 28, 2019. The CityCenter redevelopment opportunity was widely publicized both in Colorado and nationally. The RFQ is attached. Page 238 of 316 During the July 15, 2019 Regular Council Meeting, staff reviewed the RFP submissions of the two recommended master developer finalists, SKB and Brinkman. Council authorized Community Development staff to continue to evaluate the two finalists and to formulate a preferred master developer recommendation. SUMMARY: Following a multi-department evaluation of the RFP responses, two master developer finalists were identified and interviewed by staff, including the then-acting Interim City Manager, the Directors of the Community Development, Public Works and Finance Departments and the Chief Redevelopment Officer. The two identified developer finalists were SKB of Portland, Oregon and Brinkman of Fort Collins, Colorado. Both are highly qualified, successful real estate firms with specific experience working with local municipalities on mixed-use and transit- oriented redevelopment projects and public/private partnerships. SKB’s RFP submittal is attached. Following the July 15, 2019 Council update, staff continued to evaluate and compare the two developer finalists. This process included a second-stage, interview format discussion of a list of supplemental questions. The participants in these meetings representing the City of Englewood included the City Manager (for portions of each meeting), the Director of Community Development, the Chief Redevelopment Officer and a representative from Strae Advisory Services. Under a subcontract with the City’s special counsel, Kaplan Kirsch Rockwell, Strae is providing expertise to the City in facilitating financial options and outlining the possible terms of the anticipated future agreements between the City and the selected master developer. Final meetings with the two master developer finalists took place in late October and early November and included the Community Development Director, the Chief Redevelopment Officer and Strae Advisory Services. These meetings focused on a number of specific topics including: (a) each finalist’s continuing level of enthusiasm and commitment to working with Englewood, (b) the impacts of RTD’s shared parking rights on redevelopment, (c) opportunities to accelerate hotel development and other new development projects, and (d) the implications of the delayed sale of the former Weingarten property. Update on C-III and the Former Weingarten Property. During the summer of 2019, C-III widely marketed the former Weingarten property and had been negotiating to sell the property to SKB. As shared in a Memo to Council, dated September 11, 2019, the City was unexpectedly notified by C-III that the bondholders they represent had elected to defer the sale and to pull the former Weingarten property from the market through the end of 2019. In another surprising development, the City was informed in early November that the bondholders had elected to replace C-III with another special servicer firm, LNR Partners of Miami, Florida. Additional detail on this change was provided in a memo in the Council newsletter, dated November 20, 2019. As LNR has been getting up to speed on the former Weingarten property, they have expressed to staff their interest in possibly exploring ways to market the former Weingarten property and the City Property together as a larger redevelopment opportunity. Due in part to the City’s legal and/or moral commitment to complete the procurement process (and avoiding impacts to the City’s reputation), delaying the selection of a master developer for the City Property is not advisable. Both master developer finalists have indicated to staff that the City Property can be successfully redeveloped on a stand-alone basis, without the need to combine it with the former Weingarten property. Page 239 of 316 Staff has communicated to LNR the City’s willingness to consider other measures which would enhance the value and marketability of the former Weingarten property on a stand-alone basis, without the need to tie it to the City Property. These measures could include Council’s advance consideration of amending and extending the 75-year ground lease from EEF, to which the former Weingarten property is subject, or converting it to a an outright ownership interest vi a a sale (in exchange for appropriate payments to the City). Staff is hopeful that further discussions between the City and LNR will lead to the former Weingarten property being acquired by a redevelopment-oriented buyer interested in revitalizing this key component of Englewood’s central business district. ANALYSIS: To recap the Council discussions over the past year regarding CityCenter redevelopment, the key points are included here for Council’s reference. • CityCenter currently represents a dated and fading concept with low-density uses and excessive surface parking. • The need for CityCenter redevelopment has been well documented in the City’s recent planning studies, and in two recent independent studies by the Urban Land Institute. • Due to the strength of the Metro Denver real estate market, Englewood has a timely opportunity to guide the redevelopment of CityCenter to re-establish it as Englewood’s “central place” with a more viable and sustainable financial future. • Redevelopment can significantly improve CityCenter’s mix of uses, activity levels, walkability, financial sustainability, property values and related City revenues. • Englewood is receiving no current income from its significant CityCenter property interests and, in fact, the City is incurring substantial costs to maintain these interests. Redevelopment will enable Englewood to generate new revenues from these property interests. FINANCIAL IMPLICATIONS: The continuing steps to select and contract with a preferred master developer for the City Property at CityCenter require that certain professional consultants fees be funded from the approved 2019 and 2020 Community Development professional services budgets. These expenses have included conceptual planning services by Tryba Architects (approximately $30,000 in 2019) and may include a possible parking study commencing in December of 2019. As previously approved by Council, EEF is also funding related special counsel legal fees from its Central Cash-Unrestricted Balance account ($90,000 approved in 2019 and up to $150,000 to be requested for 2020). These expenditures should allow Englewood to generate new net revenues from its CityCenter property interests as redevelopment takes place in the coming years. These pre-development expenditures also support the City’s proactive efforts to protect and enhance property values, property taxes and sales taxes within and adjacent to CityCenter. CONCLUSION: With City Council’s consent, staff will coordinate the opportunity in early 2020 for Council to meet with SKB, the recommended master developer for the City Property. Staff will also work with the City’s special counsel to begin to draft an Exclusive Negotiating Agreement. Following consideration and approval by Council, the Exclusive Negotiating Agreement will guide the subsequent process of negotiating a Predevelopment Agreement between the City and SKB, Page 240 of 316 which will also be subject to Council approval. The Predevelopment Agreement would govern the subsequent process of formulating a mutually-acceptable Redevelopment Plan and final Master Developer Agreement. Subject to City Council approval, the agreements would govern the parties’ long-term public/private partnership relationship. According to the City’s special counsel, these are the steps customarily followed by municipalities in structuring master real estate development agreements. ATTACHMENTS: CityCenter Site Plan (City Property in blue and the former Weingarten property in red) City of Englewood Master Developer RFQ, dated March 28, 2019 RFP submittal by SKB, dated May 15, 2019 Page 241 of 316 1 CityCenter Site Plan (City Property shown in blue and the former Weingarten property is shown in red (still labelled as the C-III Property) Page 242 of 316 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 243 of 316 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 244 of 316 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 245 of 316 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 246 of 316 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 247 of 316 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 248 of 316 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 249 of 316 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 250 of 316 RFQ–19-027 Englewood CityCenter Master Developer RFQ 9 Conceptual Development Option 1 Page 251 of 316 RFQ–19-027 Englewood CityCenter Master Developer RFQ 10 Conceptual Development Option 2 Inspiration and Precedent Imagery Page 252 of 316 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 253 of 316 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 254 of 316 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 255 of 316 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 256 of 316 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 257 of 316 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 258 of 316 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 259 of 316 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 260 of 316 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 261 of 316 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 262 of 316 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 263 of 316 Page 264 of 316 Contents 1. Authorizing Letter ..................................7 2. Executive Summary ...............................11 3. Proposal Response ...............................17 4. Case Studies ....................................43 Page 265 of 316 Page 266 of 316 4 | | 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 267 of 316 5 | | 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. Todd M. Gooding President, Principal Cc: Dan Poremba, Chief Redevelopment Officer Brad Power, Community Development Director Page 268 of 316 Page 269 of 316 7 | | 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 270 of 316 Page 271 of 316 9 | | Englewood CityCenter Redevelopment | Master Developer Proposal 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. • 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 272 of 316 Page 273 of 316 Page 274 of 316 Page 275 of 316 Page 276 of 316 14 | | 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 PROPOSAL RESPONSE Page 277 of 316 15 | | Englewood CityCenter Redevelopment | Master Developer Proposal 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. Englewood CityCenter Page 278 of 316 16 | | 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 PROPOSAL RESPONSE Page 279 of 316 Page 280 of 316 18 | | 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 PROPOSAL RESPONSE Page 281 of 316 Page 282 of 316 20 | | 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 PROPOSAL RESPONSE Page 283 of 316 21 | | Englewood CityCenter Redevelopment | Master Developer Proposal 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 Page 284 of 316 22 | | 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 PROPOSAL RESPONSE Page 285 of 316 23 | | Englewood CityCenter Redevelopment | Master Developer Proposal 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 Page 286 of 316 24 | | 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 PROPOSAL RESPONSE Page 287 of 316 25 | | Englewood CityCenter Redevelopment | Master Developer Proposal 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. Page 288 of 316 Page 289 of 316 27 | | Englewood CityCenter Redevelopment | Master Developer Proposal 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 Page 290 of 316 Page 291 of 316 Page 292 of 316 30 | | 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. Englewood CityCenter Page 293 of 316 31 | | Englewood CityCenter Redevelopment | Master Developer Proposal 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 Page 294 of 316 32 | | 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. MOA (Museum of Outdoor Arts) is headquartered at the Englewood Civic Center PROPOSAL RESPONSE Page 295 of 316 33 | | Englewood CityCenter Redevelopment | Master Developer Proposal 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 Page 296 of 316 34 | | 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. PROPOSAL RESPONSE Page 297 of 316 Page 298 of 316 Page 299 of 316 Page 300 of 316 38 | | Englewood CityCenter Redevelopment | Master Developer Proposal 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 301 of 316 39 | | 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 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 302 of 316 Page 303 of 316 Page 304 of 316 42 | | Englewood CityCenter Redevelopment | Master Developer Proposal 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. Page 305 of 316 Page 306 of 316 Page 307 of 316 45 | | Englewood CityCenter Redevelopment | Master Developer Proposal 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 308 of 316 Page 309 of 316 47 | | Englewood CityCenter Redevelopment | Master Developer Proposal 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 310 of 316 48 | | 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. Page 311 of 316 Page 312 of 316 Page 313 of 316 51 | | 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. CASE STUDIES Page 314 of 316 Page 315 of 316 Page 316 of 316