Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
2018-03-19 (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, March 19, 2018 ♦ 7:00 PM 1. Call to Order 2. Invocation 3. Pledge of Allegiance 4. Roll Call 5. Consideration of Minutes of Previous Session a. Minutes of the Regular City Council Meeting of March 5, 2018. City Council Regular - 05 Mar 2018 - Minutes - Pdf 6. Recognition of Scheduled Public Comment The deadline to sign up to speak for Scheduled Public Comment is Wednesday, prior to the meeting, through the City Manager’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.) a. Lynn Ann Huizingh will address Council regarding Change the Trend. b. Geoff Frazier will address Council. c. Lacey Epperson will address Council regarding Giving Heart. d. Dave Cheadle will address Council regarding Giving Heart. e. Donna Zimmerman will address Council regarding Giving Heart. f. Kirt Zimmerman will address Council regarding Giving Heart. g. Jerry Walker, an Englewood resident, will address Council regarding Code Enforcement. h. Doug Cohn, an Englewood resident, will address Council regarding historic preservation. i. Elaine Hults, an Englewood resident, will address Council. 7. Recognition of Unscheduled Public Comment Speakers must sign up for Unscheduled Public Comment at the beginning of the meeting. (This is an opportunity for the public to address City Council. There is an expectation that the presentation will be conducted in a respectful manner. Council may ask 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 Discussion.) Council Response to Public Comment. Page 1 of 205 Englewood City Council Regular Agenda March 19, 2018 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. 8. Communications, Proclamations, and Appointments 9. Consent Agenda Items a. Approval of Ordinances on First Reading i. Council Bill No. 6 - IGA Amendment for Englewood Trolley Cost Sharing CB 6 - Pdf Staff recommends Council adopt a Bill for an Ordinance authorizing the Fourth Amendment to the Intergovernmental Agreement between the City of Englewood and the Regional Transportation District (RTD) for cost sharing for operation of the Englewood Trolley. Staff: Senior Planner Harold Stitt b. Approval of Ordinances on Second Reading. i. Council Bill No. 8 - 2018 Special Election IGA with Arapahoe County CB 8 - Pdf Staff recommends that Council approve an Ordinance for an Intergovernmental Agreement between the City of Englewood and Arapahoe County for the May 22, 2018 Special Municipal Election. IGA's must be approved by Ordinance in conformance with Charter Section 79. Staff: City Clerk Stephanie Carlile. c. Resolutions and Motions i. WWTP AmWest Service Contract for SCADA Support WWTP AmWest Service Contract for SCADA Support - Pdf The Littleton/Englewood Wastewater Treatment Plant (L/E WWTP) recommends that Council approve, by Motion, a contract with AmWest for support services for the Automation, Controls and Supervisory Control and Data Acquisition (SCADA) System instrumentation and field devices for the amount of $30,000. Staff: Deputy Director Business Administration/Communications Manager Jenifer Doane ii. WWTP Golden Automation Support Contract Annual Renewal WWTP Golden Automation Support Contract and Software Upgrades - Pdf The Littleton/Englewood Wastewater Treatment Plant (L/E WWTP) recommends that Council approve, by Motion, a contract with Golden Automation for service and support of our Supervisory Control, Automation, and Data Acquisition (SCADA) System to include programming and maintenance for $40,000. Staff: Deputy Director Business Administration/Communications Manager Jenifer Doane iii. WWTP Golden Automation Factory Talk Software Upgrade WWTP Golden Automation Factory Talk Software Upgrade - Pdf The Littleton/Englewood Wastewater Treatment Plant (L/E WWTP) recommends that Council approve, by Motion, a contract with Golden Automation for software upgrades and programming for our Supervisory Control, Automation, and Data Acquisition (SCADA) System in the amount of $39,600. Staff: Deputy Director Business Administration/Communications Manager Jenifer Doane 10. Public Hearing Items Page 2 of 205 Englewood City Council Regular Agenda March 19, 2018 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. 11. Ordinances, Resolutions and Motions a. Approval of Ordinances on First Reading i. Council Bill No. 9 - An Ordinance Amending Title 1, Chapter 5, Section 1-5-2-8 of the Englewood Municipal Code 2000, Adopting "Bob's Rules of Order" as the Rules of Procedure Governing Meetings of the City Council of the City of Englewood, Colorado CB 9 - Pdf Staff recommends Council approve a Bill for an Ordinance amending Title 1, Chapter 5, Section 1-5-2-8 of the Englewood Municipal Code 2000, Adopting "Bob's Rules of Order" as the Rules of Procedure Governing Meetings of the City Council of the City of Englewood, Colorado. Staff: City Attorney Alison McKenney Brown b. Approval of Ordinances on Second Reading c. Resolutions and Motions i. WWTP Administration Building Remodel Projects WWTP Administration Building Remodel Projects - Pdf The Littleton/Englewood Wastewater Treatment Plant (L/E WWTP) recommends that Council approve, by Motion, a construction contract with W.O. Danielson Construction Company to conduct the Administration Building Remodel Projects in the amount of $317,600. The L/E WWTP also recommends approval of a 5% change order contingency in the amount of $15,800 for a total project cost of $333,400. This recommendation was approved by the L/E WWTP Supervisory Committee on February 15, 2018. ii. Professional Services Agreement with CliftonLarsonAllen LLP for the Performance Audit of Englewood Environmental Foundation and the Englewood McLellan Reservoir Foundation PSA with CliftonLarsonAllen LLP - Pdf Staff recommends Council approve, by motion, a Professional Services Agreement with CliftonLarsonAllen, LLP., in the amount of $30,000 for a performance audit of both the Englewood Environmental Foundation and the Englewood McLellan Reservoir Foundation. Staff: Assistant City Manager Mark Woulf 12. General Discussion a. Mayor's Choice i. Consideration of approval of a letter of endorsement for the Loretto Heights Community Initiative. Memo b. Council Members' Choice Page 3 of 205 Englewood City Council Regular Agenda March 19, 2018 Please note: If you have a disability and need auxiliary aids or services, please notify the City of Englewood (303-762-2405) at least 48 hours in advance of when services are needed. 13. City Manager’s Report 14. City Attorney’s Report 15. Adjournment Page 4 of 205 MINUTES City Council Regular Meeting Monday, March 5, 2018 1000 Englewood Pkwy – Council Chambers 7:00 PM 1 Call to Order The regular meeting of the Englewood City Council was called to order by Mayor Pro Tem Rita Russell at 7:08 p.m. 2 Invocation The invocation was given by Council Member Laurett Barrentine. 3 Pledge of Allegiance The Pledge of Allegiance was led by Council Member Laurett Barrentine. 4 Roll Call COUNCIL PRESENT: Mayor Pro Tem Rita Russell Council Member Laurett Barrentine Council Member Dave Cuesta Council Member Amy Martinez Council Member Linda Olson Council Member Cheryl Wink COUNCIL ABSENT: None STAFF PRESENT: City Manager Keck City Attorney McKenney Brown Assistant City Manager Woulf City Clerk Carlile Deputy City Clerk McKinnon Director Rinkel, Finance and Administrative Services Interim Director Nimmo, Public Works Technical Support Specialist II Munnell, Information Technology Facility Services and Maintenance Administrator Long, Public Works Commander Fender, Police Department 5 Consideration of Minutes of Previous Session a) Minutes from the Regular City Council Meeting of February 20, 2018. Page 1 of 6 Draft Page 5 of 205 City Council Regular March 5, 2018 Moved by Council Member Cheryl Wink Seconded by Council Member Linda Olson TO APPROVE THE MINUTES OF THE REGULAR CITY COUNCIL MEETING FEBRUARY 20, 2018. For Against Abstained Amy Martinez x Linda Olson (Seconded By) x Laurett Barrentine x Rita Russell x Cheryl Wink (Moved By) x Dave Cuesta x 6 0 0 Motion CARRIED. 6 Recognition of Scheduled Public Comment a) Nathan Hoag, an Englewood resident, addressed Council regarding a Community Forum, Change the Trend Network. b) Jerry Walker, and Englewood resident, addressed Council regarding Code Enforcement and the Police Department. c) Elaine Hults, an Englewood resident, was scheduled to address Council but was not present. d) Joe Anderson, an Englewood resident, addressed Council regarding Giving Heart and Council Member Barrentines response. e) Dave Cheadle, an Englewood resident,addressed Council regarding Giving Heart. f) Peder Olsen addressed Council regarding homelessness. 7 Recognition of Unscheduled Public Comment a) Dean Stone, an Englewood resident, addressed Council regarding the Impact Team. b) Randy Dunn, addressed Council regarding HAAT Force. c) Reverend Houpt, addressed Council regarding HAAT Force. d) Julie Mihevc, addressed Council regarding Homeless Services. e) Tim Nichols, an Englewood resident, addressed Council regarding Homeless Page 2 of 6 Draft Page 6 of 205 City Council Regular March 5, 2018 Services. f) Mike Lindgren, and Englewood resident, addressed Council regarding Giving Heart. g) Kimberly Cowger, an Englewood resident, address Council regarding Giving Heart h) Ryan Bramlett, an Englewood resident, addressed Council regarding Giving Heart. Council Response to Public Comment. 8 Communications, Proclamations, and Appointments There were no Communications, Proclamations, or Appointments. 9 Consent Agenda Items a) Approval of Ordinances on First Reading i) Council Bill No.8 - 2018 Special Election IGA with Arapahoe County Moved by Council Member Linda Olson Seconded by Council Member Amy Martinez COUNCIL BILL NO. 8 INTRODUCED BY COUNCIL MEMBER OLSON A BILL FOR AN ORDINANCE APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE ARAPAHOE COUNTY CLERK AND RECORDER AND THE CITY OF ENGLEWOOD, COLORADO, ALLOWING ARAPAHOE COUNTY TO ASSIST IN CONDUCTING A SPECIAL ELECTION ON MAY 22, 2018. For Against Abstained Amy Martinez (Seconded By) x Linda Olson (Moved By) x Laurett Barrentine x Rita Russell x Cheryl Wink x Dave Cuesta x 6 0 0 Motion CARRIED. b) Approval of Ordinances on Second Reading. Page 3 of 6 Draft Page 7 of 205 City Council Regular March 5, 2018 There were no additional Ordinances on Second Reading. c) Resolutions and Motions There were no additional Resolutions or Motions (See Agenda Item 11 (c) (i and ii).) 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 additional items submitted for approval on first reading. (See Agenda Item 9 (a) (i).) b) Approval of Ordinances on Second Reading c) Resolutions and Motions i) ServiCenter Front Gate Relocation and Security Upgrade Moved by Council Member Linda Olson Seconded by Council Member Cheryl Wink Motion to approve a contract with DH Pace Door Services Group, in the amount of $139,851.25 for the relocation of front gate at the Englewood ServiCenter. For Against Abstained Amy Martinez x Linda Olson (Moved By) x Laurett Barrentine x Rita Russell x Cheryl Wink (Seconded By) x Dave Cuesta x 6 0 0 Motion CARRIED. ii) Professional Services Agreement with CliftonLarsonAllen LLP for the Performance Audit of Englewood Environmental Foundation and the Englewood McLellan Reservoir Foundation Page 4 of 6 Draft Page 8 of 205 City Council Regular March 5, 2018 Moved by Council Member Laurett Barrentine Seconded by Council Member Rita Russell Motion to table this Agenda item until it can be discussed during an Executive Session. For Against Abstained Laurett Barrentine (Moved By) x Rita Russell (Seconded By) x Amy Martinez x Linda Olson x Cheryl Wink x Dave Cuesta x 6 0 0 Motion CARRIED. This item was tabled. 12 General Discussion a) Mayor's Choice i) Board and Commission Appointment Discussion for the Fire Fighters Pension Board. Moved by Council Member Dave Cuesta Seconded by Council Member Cheryl Wink Motion to approve Eric Broda for the Fire Fighters Pension Board. For Against Abstained Amy Martinez x Linda Olson x Laurett Barrentine x Rita Russell x Cheryl Wink (Seconded By) x Dave Cuesta (Moved By) x 6 0 0 Motion CARRIED. The meeting recessed at 9:09 p.m. for a break. The meeting reconvened at 9:15 p.m. with all Council Members present. b) Council Members' Choice Page 5 of 6 Draft Page 9 of 205 City Council Regular March 5, 2018 i) Assistant City Manager Mark Woulf presented the proposed agenda for the March 7 and March 15 Community Workshops related to the Council Strategic Plan. 13 City Manager’s Report 14 City Attorney’s Report 15 Adjournment MAYOR PRO TEM RUSSELL MOVED TO ADJOURN. The meeting adjourned at 9:33 p.m. City Clerk Page 6 of 6 Draft Page 10 of 205 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Harold Stitt DEPARTMENT: Community Development DATE: March 19, 2018 SUBJECT: CB 6 - IGA Amendment for Englewood Trolley Cost Sharing DESCRIPTION: CB 6 - IGA Amendment for Englewood Trolley Cost Sharing RECOMMENDATION: Staff recommends Council adopt an Ordinance authorizing the Fourth Amendment to the Intergovernmental Agreement between the City of Englewood and the Regional Transportation District (RTD) for cost sharing for operation of the Englewood Trolley. PREVIOUS COUNCIL ACTION: Council approved an Intergovernmental Agreement (IGA) between the City and the Regional Transportation District (RTD) for funding of the Englewood Circulator Shuttle (Englewood Trolley) by Ordinance 50, Series of 2004, by Ordinance 66, Series of 2007, by Ordinance 10, Series of 2008, by Ordinance 8, Series of 2009, by Ordinance 4, Series of 2010, Ordinance 5, Series of 2011, by Ordinance 9, Series of 2012, by Ordinance 3, Series of 2013, by Ordinance 10, Series of 2014, by Ordinance 5, Series of 2015, and by Ordinance 12, Series of 2016, and by Ordinance 9 ,Series of 2017. Council approved by Motion, in August 2004, a contract for transit services with Laidlaw Transit Services and subsequently extended this contract by Resolution No. 87, Series of 2005, by Resolution No. 77, Series of 2006, by Motion on December 3, 2007, by Motion on March 3, 2008, by Motion on April 6, 2009. Council approved by Motion on December 21, 2009, a contract for transit services with MV Transportation, Inc., and subsequently extended this contract by Motion on February 22, 2011, by Motion on March 5, 2012, by Motion on February 4, 2013, by Motion on March 17, 2014, by Motion on February 2, 2015, by Motion on March 14, 2016, and by Motion March 6, 2017 ANALYSIS: In 2014, RTD added a provision to their standard Intergovernmental Agreement (Paragraph 10H) that provides for either party to amend the agreement (see attached 2014 RTD IGA.) For 2018 as in 2015, 2016, and 2017, this allows for a simple amendment to the IGA stipulating the new funding amounts since all other provisions of the IGA will not change. Under this fourth amendment, the Englewood Trolley will continue to provide the current level of service operating every 15 minutes, Monday through Friday, 6:30 AM to 6:30 PM. RTD will reimburse the City 100% of all net operating costs as set forth in Exhibit B of the IGA less estimated farebox revenue. Net operating expenses exclude administrative costs, marketing and promotional materials cost. The total budget for 2018 Englewood Trolley operations as proposed by RTD is $386,208 composed of operating expenses of $346,208 and estimated fuel costs of $40,000. Page 11 of 205 As with the prior agreements, the City will also provide fuel to reduce costs by eliminating state and federal gasoline taxes. The City will reimburse RTD an amount equal to the farebox revenue that would have been collected had the Englewood Trolley operated as a fare service rather than free service. The amount of the compensation was determined through a survey of riders conducted in October 2017. The survey results indicated the number of riders that did not have a bus pass or transfer and would be subject to the standard, reduced senior or student fare, which is the basis for the farebox revenue calculation. For calendar year 2018, total program cost is $386,208 of which RTD’s portion is $321,124 and the City’s portion is $65,084 and represents no increase over the 2017City portion. FINANCIAL IMPLICATIONS: RTD will reimburse the City for all contract and fuel costs less the farebox revenue fare amount. For the contract period the estimated farebox revenue amount is $65,084 and is included in the approved 2018 Community Development Department budget (see attached budget page.) The IGA provides a significant portion of the financial resources necessary to continue the same level of service, operating Monday through Friday, 6:30 am to 6:30 pm at no cost to riders. ATTACHMENTS: Council Bill No. 6 IGA Shuttle Ridership Report Page 12 of 205 BY AUTHORITY ORDINANCE NO. _____ COUNCIL BILL NO. 6 SERIES OF 2018 INTRODUCED BY COUNCIL MEMBER ______________ A BILL FOR AN ORDINANCE AUTHORIZING A FOURTH AMENDMENT TO THE INTERGOVERNMENTAL AGREEMENT AMENDING THE “ART” SHUTTLE COST SHARING INTERGOVERNMENTAL AGREEMENT BETWEEN THE REGIONAL TRANSPORTATION DISTRICT AND THE CITY OF ENGLEWOOD. WHEREAS, Council has approved Intergovernmental Agreements (IGA) between the City and the Regional Transportation District (RTD) for funding of the Englewood Circulator Shuttle from 2004 through 2016; WHEREAS, in 2014, RTD added a provision to their standard Intergovernmental Agreement that provides for either party to amend only the financial commitment under the agreement (Paragraph 10H), for 2015. This allows for a simple amendment to the IGA stipulating the new funding amounts since all other provisions of the IGA will not change, which the Englewood City Council authorized by the passage of Ordinance No. 5, Series of 2015; WHEREAS, in 2014, RTD added a provision to their standard Intergovernmental Agreement that provides for either party to amend only the financial commitment under the agreement (Paragraph 10H), for 2015; WHEREAS, the Englewood City Council authorized a Second Amendment to IGA entitled “Funding Agreement for RTD Funding of Local Transportation Services” (Englewood Art Shuttle) between the Regional Transportation District (RTD) and the City of Englewood, Colorado by the passage of Ordinance No. 12, Series of 2016; WHEREAS, the Englewood City Council authorized a Third Amendment to the IGA entitled “Funding Agreement for RTD Funding of Local Transportation Services” (Englewood Art Shuttle) between the Regional Transportation District (RTD) and the City of Englewood, Colorado by the passage of Ordinance No. 9, Series of 2017; WHEREAS, the passage of this ordinance allows for a simple Fourth Amendment to the IGA stipulating the new funding amounts since all other provisions of the IGA will not change; WHEREAS, the City will reimburse RTD in an amount equal to the firebox revenue that would have been collected had the shuttle operated as a fair service rather than a free service; and WHEREAS, for calendar year 2018, the estimated lost fare amount equals $XXX,XXX which has been budgeted. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Page 13 of 205 Section 1. The City Council of the City of Englewood, Colorado hereby authorizes the Fourth amendment to the IGA entitled “Fourth Amendment to Funding Agreement for RTD Funding of Local Transportation Services (Englewood Art Shuttle)” between the Regional Transportation District (RTD) and the City of Englewood, Colorado, as attached hereto as Exhibit A. Section 2. The Mayor and City Clerk are authorized to execute and attest said Intergovernmental Agreement for and on behalf of the City of Englewood. Introduced, read in full, and passed on first reading on the ______ day of March, 2018. Published by Title as a Bill for an Ordinance in the City’s official newspaper on the ____ day of March, 2018. Published as a Bill for an Ordinance on the City’s official website beginning on the _______ day of March, 2018 for thirty (30) days. , Mayor ATTEST: Stephanie Carlile, City Clerk I, Stephanie Carlile, City Clerk of the City of Englewood, Colorado, hereby certify that the above and foregoing is a true copy of the Bill for an Ordinance introduced, read in full, and passed on first reading on the ____ of March 2018. Stephanie Carlile Page 14 of 205 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: Harold J. Stitt Phone: 303 762-2341 Title: Senior Planner Email: hstitt@englewoodco.gov Vendor Contact Information Vendor Name: RTD Vendor Contact: Brian Matthews Vendor Address: 1660 Blake Street, BLK-15 Vendor Phone: 303 299-2155 City: Denver Vendor Email: Brian.Matthews@rtd- denver.com State: CO Zip Code: 80202 Contract Type Contract Type :Intergovernmental Agreement 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: January 1, 2018 End Date: December 31, 2018 Total Years of Term: 1 Total Amount of Contract for term (or estimated amount if based on item pricing):$321,208 RTD $ 65,084 COE If Amended: Original Amount $ Amendment Amount $ Total as Amended: $ Renewal options available: 1 Payment terms (please describe terms or attach schedule if based on deliverables): RTD reimburses the monthly Englewood Trolley vendor charges less the monthly prorated COE portion. Attachments: Intergovernmental Agreement for 2018 RTD funding for the Englewood Trolley Page 15 of 205 Contract Approval Summary V10/25/2017 Page | 2 ☒Copy of original Contract if this is an amendment ☐Copies of related Contracts/Conveyances/Documents Source of funds: Budgeted Funds: $65,084 Line Item Description: Contractual Line Item Total Funding: $923,668 Portion of Line Item spent to date: $42,170.20 Funding Source:Fund:02 Division Code:0801 Note (if needed): Attachments: ☒Copy of budget page from current budget book if contract value $25,000 or over or requires Council approval. 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 Page 16 of 205 MGZUHZD>oEwm2:wza HOWWHOm.d2U~2OOHFOOPFd~>2mwowa>do2mmw?nmm AMZQEMS\©DU93.MEQEN5 12%mcsawsm>mRoBa3wonWHOmcsawsmomboom:ymnmsmwoamaosmowioomAmsmrwéoomEA $3.38A:>mH.oa§nBJWm3%8%Qi.xx3%om\..VR..ru.moi.328:So Wmm85m_aamsmwo?mmonUSES.m3302magni?escm:5wasow02033onmwBNoQ w?wcw?8EnWammonaHamsmwonmmosU632>9.O.W.w.m3.3?3mm?A:Wg.U:vman:5 QQowmsmrwéooa.008380,mOo_oBao8:85:0SQAabooamsaqa.1:5H09:man?25 WHO35%Ewe3Swain.»859.955&<E=m=<3w..§3..88oo:oo:<a_wmm$5.§:§.,. H. wmQa>rm WduWmm?rolwoa8%28Womwon?ims?oo?maosUEEQ>2.O.W.m.mmwmb- Sr2won.35£3.10>9?8@958?33:85.8.5888.8mBmwm Qmsmvonunobmamas»5:5359cm28Ermcwwaacm5DEER.wmmanna,3 :8WHO>3. wcnwcws?8:5008280Oodmm?smosw>308va<¢mooaosasxmv.mam0.W.m. mm8.383M3;we?av85:8?oomwmsm?w5.5%ooovoa?oomoos?mn? 2::own:0828E230SQ8:98?mowioa.on$335293833%8 one?BEwaxman:oos?m?Emuuaoimomommrmasmomcoma. WHO2583ovouwamm<38?ommxwm.8:89:;FE:E?was23"Sum: mawioom5mamwocsmEaroom:mam? H50338wmanm83$533:mow/meow%%:c&5méa:>Aamoaionmd B250B085?mamwooomm88035%gmRm?osm?maommEE530:390 W08:ma? wascamrnm8m_§%E8:39;»8$830330:ow80mnimoommomentum8 So835mamoosmiosmmmmmaomm3Sowwaom.mmmanwon?39:. dwwzm>25OO2UE.~O2m 20¢<ammwmwowm.5oosm?ommaodom90moaomomsmEosimammumwon082moom mum<m_:mEmoonmwaawmnos.8088%:manE3992om2:3:30383mowbociammam.$5 $.38wmnoomm8:02? QHZHWNVF. >.55...?$53:02amSE9:BamzmoroamamEooauo?m?aE89: >mEnBo338%303:8 553.>u 5.1.3.wu aura:OH Uamomdomo:omEmmaainam UomoicmosomEaWadE35 Oo?adciommosmamZomoomIOo?moa Page 17 of 205 mxawxO”muoom?wao?mwosw w._~8§._w.Hra305;mm»H29m,co<aBoEoomwoamaom:39:3Him30338. 0.mean».Hro$385.5%H20EoiocmgQzoaamE8<mdo:mQ99mmnm?dosa 23%8:555mmwo?:3:8:35.89manman:9<oEamcwoao9Q.§ma E303339:>mHnaBnB.58¢nxwaawm?wmm»3::59.05. OEwW>HHO2m.§>2>QE<=w2H>2OOOZHWOH.ow45“mmw?omm.Hrm boom:mam?mg:oosassa8Bmbmmamamowmam?w.RESE83?ow38%Ha mnmwmsmeommmnsxmv.:5mowioom.:5hoom_msa?w2&2Wmmwmwmsmaamwmoszmvmg:an 86?Rmnosmwia3.m:23333.Bm:mmwBoE.Bmuwwmsmummardm?maos.aa mow/meowmn:<oQmcbomosm,EoE&:mvac/mmwo:om<aEo_omV<aE£mBmwn?smbn? Em?msoamammooocsmsm.mxo?:mm%8:.§EEo<a&:99?WHOmrm::96so 8mwosmEEQHon:5owonmaosmmamBmsmmmaa?omEawowionm.WHOmrm:52¢so Smvobmwczwwanoam§ro1.QonooB3_2::Rmwooa8“Enmacaw/mmwo:wanBwsmmo?ns? omHQoBE8aomowoos?mo?oaméwoEoawEnoabooaos2::Enmowioom.Hroboom: mam?mrm:ovawma$5m?iammEooaumwsoo$3..msmEu:om_..._oHm?m.Rmimaosm. o?oamvoomom.%2%8.@385.mE:o<w_w.moowmwosmumooaoom.o?msmsnamom3.52m 53%EnH38cm52BEmamnosddosomSSHE2.E?cnmsm8%32538: a?osmwosca8-asm9BQ:ommumowSo33985m:2:25mHEBn:aVo?owmmag RmimaobmEmmawcnmcmn?8M338Ano:aoa<nJn:?m<<m..v.mam$5boom:mam?mrm:ca ma?a?Homwosmwiamowoon?mwsom2::m:mvwmomia?mém.Zo2<:rmS.:&:mWHOummm? 8commamcsnmsmmmumoimom5mam>m8mBo:rWHOwmmsoovzmmaosow383.now am?wcamcw?8$5>m8aBn:r8352%02595Eamaaioam.REnF08:mam? oawmom8Eosam"rmmowionm. mmw?nmm.:5:95mnmnsasovn858mammoromioomEamoaioomq.o_§m§m m.mSBa8»m:vmg:commmro?donmacaw>.Zoormsmammrm:weEmma8En Owaammmm333%;95%En83»ommum>m3nBo§€555Ea€38:mmaaogoiom we?$38.om:ormamommanEmma8EnOwoammsm33508:23:05Em€38: ooamo?omWHO.:8:WHO33.35852:39Sdism?mam>mRm5oE€5.08mam somom.5$59&3EBWHOHondwsm?ommam>m3mBQ:5moooamboo$3..«Emmaoncs m.WHO<1:50»E250mammr?nmsmmommnimnamo?mioEaOwwnwmsmwwaab?owm. WHOHOZOHZO.Fumzi?mcuwo?om$6monioomvWHOSEn&B,c:~maEaboo? magmow$822Dow”cm:5mawsommcw8$5350:3mamHS.$5.835ma»9:5 39:2...wA:WHOwsasma.WHOm§&=maoam:9525%SQmaaios?ovonmasm comamowmowiomm5888momEaOuoawmsmE3393wmma.“9:5mxag>.5o_:&:m m3.mvoa?o<aEmSEsoze?.:32no3832253<3:WHOcoo_u:mm8m8cum B08Em:EaWHOmcsawsm. HCZOHZO>mxmmZmze HOWWHOMCZOHZOomFOO>?HW>Zmm.OWH>HHOZmmw?omm AMZQNMHVOOO.3MEQHHEE wmmnN Page 18 of 205 ~2<O~O~2Q>2O:v><:<Ow2H. >.H:mboom:man?2::mags:msE<o:oo8WHOonm503%wmmwmmow:umwBoRow :8WHOmcsmwnm.Cimmmoeronémmowmammm3:5H538“:5::<o:oomg: 55%mbw?iwam:£om3:BwEmm_..:nowoawmsmaxuwnmnmmamw353»?om mow/momres?3:mmmavwmmmanmmuvomamwsmm.ms:SQ9:3EmosdmaosE»:WHO o3Q.§moRmmoamiwBecome. w.WHO2::wmwm:mE:o<am:=<o:omm22:59:?om?sam?Q8.5:~59WHO:8 80078:Ea::<o:oa.2WHOmommso»mE%o<oms5<o:ooH85:5boom:mam? WHO2::303%m238:965330:omEmw?om:9323::8:C8o?oamma mmvamwoaWHOrmm3o&<oa:8::<o:om. WHOOWOWHrnboom:ma?oa5mowwms?aammosr2::3353::3:mm:ooBEn8 manner:Rooammmom:5wmoimwoscm:5manionm.mg:803%mrm:305%SQ manna»:E3530:8wagonmamgoo?ng:Enovanwmsmcomamam$<QEomH?mmbm 8$5wmnioamwanmam2:3ms?aaE0353:mwooEom:<noncnm?m3WHO.Hra boom:mam?om:8mmmmmsm?mmmosrmrm:3&8Aromanaooamm<w:mEo8WHOH3mam: §m€18om98¢A8Hanammnamam:wmv\BoEE32mam>m8aBo:.rE,wEu:omEa. Zmnonm:H33:953%A:ZHO:vmm?mrm:ca:8?Emoooamsoa2::$33HB5: >mB::m:mao:A::uH>JE:E8BnBmmummg:358:3mm:85omWHOJZHO mccawmmwos. :<_>W~AHH~2Q. .9.H5mowinam2::so»3mommmdmaa,Bmaw?onrom@3822.mmmmwec-u§a8 madman“980?:5»:5room:mamamrw::02WHO8&mEm%msm?oaowam? WHOEmam?mmsmE3:5maniommmanis:uE.SmHm:€2::WHO:onm:<aEo:om smog8936::8moaioammamwEwso:m:v\mc?uonamEuwn,3WHO93cm::5 >m8n:._oB. O.:5room:mum?3&25%am_§&mmosxmv2::SwingEam?ioom.manman: 333%2::::o__.&o,9:Wso::53:8n_a<o_oEbmmBmnwmnzmEm:wan :5EoEobn=mEnEms.>BwawamnmEmsH33»503%:5Ho:o<&=m?o?aswn mm<n3m:sm.u:¢:onimmonm.no:m.8E_Swain?Emwmwom.ooonmmawmob2::2:3 :§%2§o=:u3mBBm.ocqmworvmamQmwnnm.WHO<3::95Enonuoasbww8 Eioémamm6w8<ambwEmzamsm3205:won:5mowioaw. mE~<_omZOZHHOWHZD.WHOHam?éom:5am?:5mm83Emnnmnod,8mo»858 mmmammEnuoHmo~Bmboaaxvoo?wnosm3.$5maw?oom.:WHOm?adasmm:5::8WHO HcamwdmE:323358:3mooommmsoo$3:WHO.m_§m.§§8nxwo?wmobm.WHOmg: :25:6room:mungmmmoo:mm338:9 :uCZO:/:0>owmmZmza HOWWHO_..CZOHZOom:LOO>FHW>ZwwOWH>H:OZmmwsomm CMZQNNHVQQOmi.w~.~QHHEU wmwmw Page 19 of 205 P 3. H_H>_w:.E..<>25~2md_W>2D?. >.55$38mmaooE8wasmg:_.&<oso:mE:Q8Eauwaommlmwsm9:omEn ouoamnoswowBm=mmoBo§omEmm9./Aomm.owm..D%092won/moo8389E82? owEawaomva,3EnNonama?mom:5boom:mom?mg:rm<osomugs?8 $3vwnmommlmwsmo5cm:823333owBm:mmoBS:ow93wasmoaiomw. :5Eoi?oa£5:mE<m<oSannsmmosow85>m3m3nE. 125won»:mam?msa\o~5mnmwmdmsommmanxmvmg:880wasma5ommoonm mamoBE8\oam8ca3.3%mmmmnmmosm?55%o:m:8258wozomom no/alummum3232;o».Eamowioom. /§EoES?ismEaEi?omomBEwB:.E=Eomooswoddm.3SoOo_o§mo Qo<o3Bm:S_53:53>2.O.W.m.mNALOLES:43;own:3.3%mrm:3 HamwonmwwwamomHQ£8.39%B§%onwarmmmmwsmor:cm5oi:sommmosoa.: mm%8:.§Essmmnm?oomBa£3393sommsmoo?mwsom5:5maonoboa o_mo<<rQn5mam>m~ooBo3mrm:on855%mmms968%on58:3<<B<Qcw 989E3om3mo<o§BoE&wBBCBwH%5oE&:mEswmaonmomwaocimow J68cm593omzoomo<mBBob§mooomnmdoocm982$3ow535$ mamimmmmEms:ommomoom2:8:mm58:38:5:oE8:EoxoommomEa SE38m:o<<mEoE52SoOo?onmmoQo<2EdoB&HBBcEQ>3O.W.w.mw? HOLEERa. nm2E~>rE~O<~m—O2m. >.><»=uEom.:=&:m.125>m8aBoBaoom:2comma:wowB:§Eo-mmnm_«awn magicommas:,399933Em.“9:25cowonm59503mmo?V53.Hrm msmsowm?85308omamok53E39.mam>m8oBoBmg:9..2&38E8 :58.»,3:8muwnovnmaosommamas:93%9233S5mo<Q.B:m8%. macawwowmam>m8Q.:m:rmmmaoz»5535.w.5%coo:_2am%929038 wasm?onouam?am3EnW?uwomancm93%;on?wonEancia?mmom:V53.2 Q5wmaomE83823%acmcsmmsmwow888mama.méa:wBcm?an .mBasmom5mooonmwsoo2::memo:Eb.Zommnm:22;ocmmm?omwas8 Sam?w?romwaowmwuaowmm?o95%moo.mow988m§_V63. O92.moE.n82mca?sm.ZonmsmEaim>m3oBoESEw8<oB:5H08: man?W03oozmoasmoon?zocmosmSmoom$03£33809$:5:was8bozommwamwmam:E$B¢:Hmmmcomaomw3<w&dm9.»$239axon?93WHOmg:co» comwmaw8saw2%wimsmoaadr 22%:dam>m8oBoEaawuomos?mEmQ58mm8oBaB3509.:6P382? nomuooa8Enmcgn?Bmzoa38%gmw:32mmnoo?osa.cnawam?ws?smmon EHZUHZO>owmmZmza mowwas?CZU_ZOomroo>rda>zm_uowa>dozmmwsomm AmzmtmxxoooEa.w~.~Q3H.@ wmmn>Page 20 of 205 bamoamnosmmg:anmnowanmBadman585.Zoaouanmmdemaosm.$538. Eosnmomonmmaoo?o?mv968$omEuma.mg:Sam»32%::833?98a? um58¢39.9: >B2.EB2.:.ZoEdmbmaoba8"Em>mHaaBmBmg:ca3%9.@333852¢ won:5%SzammEéasmmxoo?mm25%_22&3Q53%8ca395 $883: 0o<2.=m=mFuss?mm>mBnBoBmrm:cm383.88gmamosmoaoomwooozmsm8 EnSémomEamsaBa00838“:8oanmswaoamomEn05¢Somuwmowio E0333omE3.52“wanEmmwwzowioshameanam?mnodmu3BEmm8Q CBQOH8%cm82:.<o=:omowmammemo:K3532mrm:3EDo:/anDEER 00:?09838. Q:=E==§:§_BE2338.>_.QsonnomvE5.5508S.Hnwo?m§_§&.3 ?aw>m8aBQ:mrm:comcwmowasmw%:§&H;mag3$5$3839095% m.E.8mBarcom?mma@838“om335:880$383Enmozoémammamaommmm muoowmamon553.O.aremmmaammomonoos?oa5.5%cmoswsmam8%$5wmwnam 3£38:woman8$5092$3. ‘Hana.mamHS.B:§:o=.125>m8o:._mBmg:cm@8338:35ooad?nomm05 E35?7No:manmg:85.5?Eowmmo?5::§B:§&5235m6%:5$38 ow385;oao?Canmmo?radimn£30999$wan?39%SHBWEE8% >m8oBn:~onmi?88om?sawa3%S330:woman.FEn983omBdiswnoa 3HSJUwonSQHawmo:2:9,9%.52?WHOmg:cmwsoBonn$5580 a?accamiacoma2,SommaionmEu8So38omHad?smaos.>:Eoimmosmom 9%>m8mEnB93E250am?owQnman3mwo:mE=§mm3$5$33~39 Bddgmaodmg:mE<w<a833530:om85>m8nBoE.293%39.95odmmm?om was8B38Hamw<m:wEomowEamaaioom5SQmSE6man”:V53.86soanbm 535mg:3%mcsnmsm<3:3332832.5mmspaca8%H23. >E2:—E2:.H303333.8»cm$3.8:wmaoa?osrE595aim>m8a_BoBom $5mxaza8mooocsa3ormsmam5WHOmcbmwnmE5mmaiom_o<&m.Zoarim E35owzmw?am$83$38BNWO33¢m<m:mEa23$Emsmm%§m8E 2252..5SosagamxagwwansommsmH535mam::3»?mcsmmsmca 538<3:3Hanaéam3FammBaowmamHo<$. >::S1anHrawmaaomHownamoiE3awn:rmmSwanw:moaosw83mansooammmaw om92mam?éacw5EoooacaowwE52,”;owmuwmomgo5%8Emmbw m?ronmmmacsmoimsommmmsm?olam8$8058"Em>m8nEa3on33:owEa wwwnomman8E39$5wmaam8Wm83%. mczgzo>owmmZmza mowWdumC.ZOHZOomron>r.Ew>Zm_uOW,_.>1EOZmmwsnmw AMZQNWQOOD$4mmcw?mx 3%m Page 21 of 205 2:E453.WHOEnwzmE.>:=.o..5>ZonnnmEmam>mHoaEaBmrm:co oosms?om8:3:W,:u.m£38852;:Scamowmonioamca8wonmoddma mcsomosmmc?ron?omcwO.W.m.mm~-o.§S.mag. >mmmm=Bo=..O93Em:mmmuanmmomzw225$:23?Q53&8mmaooEB Eaw<3::9mmmwmnonSmsmmnmEQowEm:Emr?momoczmmmosmSanamam >m8oBoE2:305ma,og?ismEaElsa:oosm?mow$5239$3. w_aE§2_Hunawmmqm.ZoEao?oa.2302.o:._E8Bo.onmmna3.WHOmrm:ca Eaonam?omE8%oon?mo?on538%:$5:M51038235Emow:2ommow? 32288350.3503Ezammo:§.§ma225%39awas9%2,E58. ma<o..»E=Q.ac$5$32:92aim>m3nBoEBwwcaoxmo?omE5w?moddmdom owEnowmmwmosmom9a3385.5%cm§oaE£_&25.32.5383cmEa >m8aBo:rEa835om:5>mRaBw3manma<wBEo.mammroc?HQ8::ca uaoimwos53%vn@338E<m:mom_uaooBoEoumSm<nmom8%Sumo?man: 5<m_E5\om92:8mrm::9~39Ea<m:&Qom2%9:2835onEosmwos 38%. ¢<E<au.:529??cm3%dnwmowowm82:53%mg::2ca8358wmm <<B<QomHQ2:2.825.owEammBa83.E5:mmaumansmaE33. ZoaE&-_.»3wasnmomulam.5Wm963mm?csaowm?ooamummmmonm33 3.03233om$585%manoosm?onmomaim>m8mBo=r25m:35cmmono: 35%8mcorodmoao?dnsrmg:cmmacawRm?dam8Q533%rma?o.mum sommsm83533sum>m8aBnBmg:mraonmzoémax2%SEEom£5om women3mbwRyanonEawmamo:SE2aim>m8oBaB.SmEmoxvaomm 3838:cm$6$338aim>m8oBaB93W3commonomSEQ9:29w:Ea wmaaomBo?ismmowioamongammaE32aim>maoaEaBan@838ms Eo?osmm353525> Oruumam5H93.dam>m8.mBaBWmmcgmo?82%BonmmommobmmmBmw.8 Racingcwormsmmm503¢m.B.8owE3;52,onma?w3Eo3a:msm Bm?mnosm.>b%man:RosinaBonmmownosmg:m:8Bwnom:v\wnSnoauoam?m E8E5caF5om.mEm>m8oBaBonSonmmoomza38om2%ormbmammWPEN mg3%R85. mas:on5.15. CV125wmwmommmwaa9890m§.EmomamorW83mrm:cmEBomms Emowobmasaoosqm?oa8359:2.man2Wm39Eaosmomvsonmum::_ua oosm?com.2::osa$3omSQommomhaa?owamuwmo?9.oou?mo?owow 25.wmhwWmmsa:._Eov5muommoarmmosromB§oma:Sn<aow:32:9 _uCZUHZQ>owmmZmza mowWQIUmCZUHZOomH.OO>?1_,W>ZmmOW1_,>,EOZmmwsnmm emzqnmxxoobE3.MEQHHNM»wwmam Page 22 of 205 3 $3.ZoznsmooawiamF90>m8nBoEomaoocs??mEoodnoamaom6% Rwmnnsoa:99:ca232%ouomamwaxcmnsmamrwu.How:<oEEm.on Ermammmoommmo:om353339_...o2<ao:9owmnmam.>3\mEuno<mr 3/Ami.Emvooao?sienna:ow55.32.cwW%UonSQumawonE5: omH510mrm:9so23mmmnn?999.$3;Smmvasao?oobnm?oam??cm onoczmwmos8@329Emoooammsna2::9%>m3oBnE.29%? wm?wrmmm§ro1NmnoP363%owwBm.:mm.8SumEa2:28wax mm8oBo_.:m,53:?nonccmaamamsnwbmoxo??mmnxwwommgmo”33.3 E;>mHnaBnB. :5room:ma?25$:3Qwmwmbm?ammmob?mmvmrw:conomcosmwio3w: Egg.mam3.8Examwanoos?zusmosm3megamaocaar ::mBEo%Bn§Emcnmaoov5830£3553ax.mum2:9Exam BowmcaomcwEmmmm3:»8n?mnownmm..28Hoo?ma?amowsoé?mmmm E3:man5aBEov5omman:98&8820183,ooauosmmaos cnsnm?moa:=nBEo<BoBEm?mbnowosnm?m$03WHO.cimmm?rmboom: mam?omwHERwm?wvHo<Eomman:oo<oSm9E593WHOQ0853nmw H28cao?rnacimau8<Eaman:oo<oSmm.Hraboom:mam?mg:2250 SE5%5women225;.oo?wnsmmaos33E250Eoomow2% Emcamsoa2:9Racomaom359PDQcdmBEo%Bo_.:oon?asmmmos Emcamboa3mamBo_.E$89533‘_w<§mummg:Ummo_o_<Rmnodmzia 3Wm9,5momosm.:moBEo<aamwanmmosa. W.wwwwmnwuw?nmasswm.:25owwmodmmamromnmsmmma”mod?5mam>m8a3aB88 wowoos<aBm=om3.Homoaabomon?SEmg::9ca8582momm89&3Q. :3:583.5mamEo?mmosm. m.Oo:=8..—.m~..m.?aw>m8nBoB55%weaxmo?om5oosaa?mnm.mwmsm??mmon mawmww?oolmwsamwrw:oosmmg?mamcaomEammaa$2;mmmmmswchmmon:8 mmsanoamaa.Eoo?oiomammmxommwmsmz?ommg:oo:mnE8o1mEm_mmmumc?mm. _w>w>zomom§omHZHmZdOZ>:L<Emmaw?>ZW_ MCZUHZOEwmmzmza mowwanmczgzoomFOO»?:w>zmmowa>dozwmwsomm emznumx?g2:.,wEQ?NE@ 3%q Page 23 of 205 émmwmmowmu38338:952:2358"Em>m~.aaBmEmmow:5mmaszaUm?. wmm5z>wd»>z%o§>doz051%ommzowméooc UEHWHOH EEEU>.¢<mmE:m.8: QnsaamwZmbmmoa >%8<&mm8Ham”:3::wowWdun QQ we:0.>murmcm U22?Gonna:Oocsm? mczgzo>owmm§mza mowWHOmczgzoomFOO»?dw>zmmo3>dozmmwsomm OmZQ~m:\QObaxmmzd?wwmmam Page 24 of 205 mum:ommoimonn €855- mm?cammw- mssmmvr Eommmwm- $38Tosome €8.25 $5.5- €25- Eomamwm. >253Wm<QEnEssa” €853. mmss?mvr mcsmmvr Eommwwm. ,_;oS_ MCZUHZD>owmmZmza M513»,9 UamolwmosomEamoaioam 98>3-macES 20moimno323% ZomowioaEzaa Zomania.»225$ 98?HmBws?nm Z3>3v:owEn Z2>Eo:omEo Z9>Eu:omZa 9 _ No 23>E.:omEm Z2>Eu:owEn ZS>mm:om.En 95¢ mowWHU_..CZU~ZOO1HOOEL:~>zm_uo3>dozwmwsomm Qm2QEm:\ODbmlmmS.§@ vmmao Page 25 of 205 Maia:w c§:_&o=%:8~35Hss?am mxcnsmom..§ssmH<NOEIUoooB_u$38: miouoammsm:95Q€n:mm-3wo:95®3.3new:9:mmNo.38 w:32axwoamomWt?mo H33mxuosmamwBNNKE mma?w?nm12%?Wa<w::o-HmacwgNoiIUooo?coaNo: mmmaaammnavoxWo<o::o*mm?am *wmomcmnEaQQommaam:8mimmmmwam?mamow/now.mmaBm8ammnoroxWoéssmmm_:a&sue: amE<o%335%5Oo?owanN03UmWHOE3$2958Enm<a~mmo98Hrm?20:5_.6.<o 2%8=8§E5EaQ?333wagSam:93wow?rmN3mow/moo.wancmwsmEaOwamwasm wmama?mamg9:Emxacn>. WHOm§&=m* mwsmtcmxuasmnmv -amoMam.mmmam§_mmmavoxWo<msc$ WHOm.:=a==m?mi: .33wasmcsmwsmWm8553mm.95Z?Oow?om£225ma5..mow/moocw8En3508.:mg 9:w¢o<m.22now»Wmom_oEm8mmmmxvnsmmmAm:owoammmmcomamom$55.»Eorxmsm939: 33ma5mBm:ma<a08$Emmmmmam?a?mawcoxWo<o:co. mczgzo>owmmZmza mowWHOmczgzoomFOOZL:w>zm_uo5>dozmmwsomm Am2Qhm:\O©bmlm.IS,§$ 3%5 Page 26 of 205 mama:O OoaaciomaoswanZoaonmI003808 momEa05: Q?ommsmr?zoom 003553?Ua<$owBo3Umwmh?ob? 38msmgoéoomwwawémw mnm_o<<ooPOo_o§moQ:Ho >3:E805mm: wowampw: mom:8W129 Woman»:?msmwonmnosU339 38Eas£32 Uo=<aH.Ooruammo“BS >3:wanna>co_ §.~$.~m$ EHZUHZO>owmmZmza mowwas$2920omrOO>r,_.W>ZmwOW._;>?OZmmwsnmm Amzmtmxsbba:$345 3% __Page 27 of 205 553.U mwonw:$0303 UWGD>26NVFOOEOH..H_wm1E2O—uWODW>2—.135?oomwmam?mg:mania5 oosqm?oaEoinmdmEamowioom.8assayeawBEmBaEmmncmmum£83HnmmsmEomum? EBoo?uzam2::3O.m.W.P53BE35am.wanwand:mam22.03%8Emwa:Sa<oom $5C38.»938Uoww??os?owaawsmwozmmoson3owonmasm&B_s§§o3EamS8 O<Q,mMm§>maao%ow0o_oBmo.omSoWomwos??wsmwonmsosD532.8Emwn?$5@8258 mam882$mmmooww?m2::$5w?éoaodamaonowEamammumEoorog825Eomam?mm BantamSE239%ww:3gmamwanHniné:5SmmsmEooomm.135room:msa?w93:2 mmaawm8own»?25855non?mmsomSE»3.:3mama$33Umoasauma3%Boa<oJ\ wamwaBE8mags:En§m:mmaBa3Emoddmaonmv\m.8BQ<:mVHnwonmsoEH2Em:mavacmaw g Gomo<aQ%OuH8Enmcvm?wsoo>93aomnnmU?ommambrWommos?Hamsmwonmmos UaaowaooEmwo$32.U033.00M88.Hocomm?ooacmmdom.:6W003mum?<3:cmm :5smscm?aon>w:moOanamomaosmz5$5:>H5c&EmaomO?dmommosmmam>mm:§5oammow moman?38:>&EEm:wmo:@858mamOoowaSm<o>m8oBQ:m.:23%Wmvaomwraa 25555Q5ma?aWomwm?aa. MHHZUHZDEwmmzmza mowwasMCZUHZOom_LOO>F:w>zm_uowa>dozmmwénmm emzmhmVVOQDmiMEQNNSE mmwoB Page 28 of 205 Page 1 of 3 Fourth Amendment to Funding Agreement between RTD and the City of Englewood FOURTH AMENDMENT TO FUNDING AGREEMENT FOR RTD FUNDING OF LOCAL TRANSPORTATION SERVICES (ENGLEWOOD TROLLEY) This Fourth Amendment to FUNDING AGREEMENT FOR RTD FUNDING OF LOCAL TRANSPORTATION SERVICES (ENGLEWOOD TROLLEY) (“Fourth Amendment”) is hereby made by and between the Regional Transportation District (“RTD”) and CITY OF ENGLEWOOD (“LOCAL ENTITY”). RTD and LOCAL ENTITY also may be referred to herein as a “Party” or collectively as the “Parties.” RECITALS A. RTD and LOCAL ENTITY entered into a FUNDING AGREEMENT FOR RTD FUNDING OF LOCAL TRANSPORTATION SERVICES (ENGLEWOOD TROLLEY) dated April 4, 2014 , which the Parties subsequently amended by the First Amendment dated February 19, 2015 in order to provide RTD Funding for 2015, the Second Amendment dated April 13, 2016 in order to provide RTD Funding for 2016, and the Third Agreement dated April 12, 2017 in order to provide RTD Funding for 2017 (collectively, the “Agreement”); B. Section 10.H of the Agreement provides that the Parties may amend the Agreement to account for changes in the RTD Funding by a written agreement; C. In accordance with Section 10.H of the Agreement, RTD and LOCAL ENTITY now desire to amend the Agreement in order to provide the RTD Funding for 2018. Now, therefore, the Parties agree as follows: AGREEMENT 1. Except as otherwise stated herein, all capitalized terms shall have the same meaning as set forth in the Agreement. If there is any conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control. As modified by this Amendment, the Agreement shall remain in full force and effect. 2. Exhibit B of the Agreement is stricken and replaced with the revised Exhibit B, which is attached hereto and incorporated by reference herein. 3. This Amendment shall become effective upon the last date executed by all Parties. Page 29 of 205 Page 2 of 3 Fourth Amendment to Funding Agreement between RTD and the City of Englewood IN WITNESS WHEREOF, the Parties have duly executed this Fourth Amendment to the Agreement. CITY OF ENGLEWOOD REGIONAL TRANSPORTATION DISTRICT By:__________________________ By:________________________ Rita Russell David A. Genova Mayor Pro Tem General Manager & CEO Date: Date: ATTEST: By:_________________________ Stephanie Carlile City Clerk APPROVED AS TO LEGAL FORM for RTD: By:_______________________ Lori L. Graham Associate General Counsel Page 30 of 205 Page 3 of 3 Fourth Amendment to Funding Agreement between RTD and the City of Englewood REVISED EXHIBIT B DESCRIPTION OF THE RTD FUNDING Expenses- January 2018 – December 2018 art operating hours expense-6120 hours @ 56.57 per hour $ 346,208 art fuel expenses $ 40,000 Total Expenses $ 386,208 Estimated Farebox Revenue- January 2018 – December 2018 Estimated Farebox Revenue* $ 65,084 * Because the City offers the art as a fare-free service, Estimated Farebox Revenue is based upon a survey performed in October 2016 by RTD that determined the average fare that would have been collected had the City charged RTD’s local fare for the art service, and using the Operating Parameters set out in Exhibit A. RTD Funding* $386,208 (Expenses) - $ 65,084 (Estimated Farebox Revenue) RTD Funding $321,124 *The RTD Funding is calculated as the Net Cost of operating the art service up to the amount set out above. Net Cost is calculated as Expenses (all operating costs for the art including fuel but not administrative costs) less Estimated Farebox Revenue. Page 31 of 205 Department Community Development Fund General Account 02.0801 City of Englewood, Colorado 202 BUDGET 2018 Description The Community Development Department oversees planning, zoning, environmental, neighborhood, urban renewal, economic development, building safety and housing initiatives in the City of Englewood. The Building Division offers a variety of services to help citizens and contractors. Primarily, the Division is responsible for ensuring that building structures in Englewood are safe and conform to international building codes. Office staff is available to provide information on building permits and codes and to perform inspections. Staff members are trained and certified in all aspects of code administration. History and Budget Actual Actual Actual Actual Actual Budget Estimate Budget 2012 2013 2014 2015 2016 2017 2017 2018 Revenue Taxes - - - - - - - - Licenses & Permits 850,936 1,153,422 1,223,786 1,224,590 1,104,878 976,600 925,330 954,735 Intergovernmental 75,535 4,500 16,300 16,729 16,800 16,800 92,335 92,335 Charges for Services 127,128 89,388 11,379 14,500 17,789 17,120 16,070 409,437 Fines & Forfeitures - - - - - - - - Investment Income - - - - - - - - Other - - - - - 81 81 - LT Debt Proceeds - - - - - - - - Transfers In - - - - - - - - Total Revenue 1,053,599 1,247,310 1,251,465 1,255,819 1,139,468 1,010,601 1,033,816 1,456,507 Percent Change ----18.39% 0.33% 0.35% -9.26% -11.31% 2.30% 40.89% Expenditure Personnel 1,522,079 1,510,308 1,513,902 1,448,382 1,483,011 1,674,544 1,552,638 1,669,091 Commodities 46,413 37,003 27,694 38,046 38,638 37,066 37,680 35,985 Contractual 426,928 287,356 391,333 439,175 418,362 579,430 580,730 923,668 Capital 8,555 12,028 14,793 10,393 14,176 11,757 11,757 15,757 Debt Service - - - - - - - - Transfer Out - - - - - - - - Total Expenditure 2,003,975 1,846,695 1,947,722 1,935,996 1,954,188 2,302,797 2,182,806 2,644,501 Percent Change 9.69% -7.85% 5.47% -0.60% 0.94% 17.84% -5.21% 21.15% Employees FTE 18.00 18.00 18.00 16.00 16.00 17.00 17.00 17.00 Percent Change FTE 0.00% 0.00% 0.00% -11.11% 0.00% 6.25% 0.00% 0.00% The following Budgeting for Community Goals Department Program List estimates the 2018 Total Cost based on the 2017 personnel and non-personnel costs and FTE department allocations. Before we begin the 2019 budget process, the departments will review their program lists to determine any changes that may expand or contract the program list. Once the program list is finalized, departments will allocate the 2018 budget costs and FTE to programs. Please note: The costs associated with Administration Programs (that display zero dollars, even though FTEs are provided), are allocated to the non-administrative programs as these costs support the department’s overall operations. Page 32 of 205 Month Ridership Total Average Month Ridership Total Average January-10 12,131 12,131 12,131 January-14 14,803 14,803 14,803 February-10 12,654 24,785 12,393 February-14 13,952 28,755 14,378 March-10 14,672 39,457 13,152 March-14 14,494 43,249 14,416 April-10 14,253 53,710 13,428 April-14 15,239 58,488 14,622 May-10 13,047 66,757 13,351 May-14 13,811 72,299 14,460 June-10 14,717 81,474 13,579 June-14 14,245 86,544 14,424 July-10 13,876 95,350 13,621 July-14 15,379 101,923 14,560 August-10 15,804 111,154 13,894 August-14 14,467 116,390 14,549 September-10 15,616 126,770 14,086 September-14 15,070 131,460 14,607 October-10 14,852 141,622 14,162 October-14 15,149 146,609 14,661 November-10 14,043 155,665 14,151 November-14 12,111 158,720 14,429 December-10 15,390 171,055 14,255 December-14 13,629 172,349 14,362 Month Ridership Total Average Month Ridership Total Average January-11 14,863 14,863 14,863 January-15 12,722 12,722 12,722 February-11 14,325 29,188 14,594 February-15 12,961 25,683 12,842 March-11 16,934 46,122 15,374 March-15 14,454 40,137 13,379 April-11 16,081 62,203 15,551 April-15 14,264 54,401 13,600 May-11 15,547 77,750 15,550 May-15 12,878 67,279 13,456 June-11 16,832 94,582 15,764 June-15 14,369 81,648 13,608 July-11 15,277 109,859 15,694 July-15 14,014 95,662 13,666 August-11 17,461 127,320 15,915 August-15 13,653 109,315 13,664 September-11 16,223 143,543 15,949 September-15 14,220 123,535 13,726 October-11 15,660 159,203 15,920 October-15 14,378 137,913 13,791 November-11 15,494 174,697 15,882 November-15 12,841 150,754 13,705 December-11 15,010 189,707 15,809 December-15 12,706 163,460 13,622 Month Ridership Total Average Month Ridership Total Average January-12 14,892 14,892 14,892 January-16 12,728 12,728 12,728 February-12 15,379 30,271 15,136 February-16 13,686 26,414 13,207 March-12 16,637 46,908 15,636 March-16 14,519 40,933 13,644 April-12 15,575 62,483 15,621 April-16 13,636 54,569 13,642 May-12 16,576 79,059 15,812 May-16 13,228 67,797 13,559 June-12 16,324 95,383 15,897 June-16 13,990 81,787 13,631 July-12 15,782 111,165 15,881 July-16 12,369 94,156 13,451 August-12 17,802 128,967 16,121 August-16 14,398 108,554 13,569 September-12 14,345 143,312 15,924 September-16 13,143 121,697 13,522 October-12 17,322 160,634 16,063 October-16 12,965 134,662 13,466 November-12 15,384 176,018 16,002 November-16 13,104 147,766 13,433 December-12 14,208 190,226 15,852 December-16 13,190 160,956 13,413 Month Ridership Total Average Month Ridership Total Average January-13 15,337 15,337 15,337 January-17 12,991 12,991 12,991 February-13 14,354 29,691 14,846 February-17 13,889 26,880 13,440 March-13 17,024 46,715 15,572 March-17 15,982 42,862 14,287 April-13 15,202 61,917 15,479 April-17 13,510 56,372 14,093 May-13 15,564 77,481 15,496 May-17 14,950 71,322 14,264 June-13 13,905 91,386 15,231 June-17 14,249 85,571 14,262 July-13 14,914 106,300 15,186 July-17 12,020 97,591 13,942 August-13 16,308 122,608 15,326 August-17 14,327 111,918 13,990 September-13 14,523 137,131 15,237 September-17 12,073 123,991 13,777 October-13 16,012 153,143 15,314 October-17 12,815 136,806 13,681 November-13 13,827 166,970 15,179 November-17 12,730 149,536 13,594 December-13 14,180 181,150 15,096 December-17 11,400 160,936 13,411 2013 Ridership 2011Ridership 2012 Ridership 2010 Ridership art Shuttle Ridership Report 2015 Ridership 2014 Ridership 2016 Ridership 2017 Ridership Page 33 of 205 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Stephanie Carlile DEPARTMENT: City Clerk's Office DATE: March 19, 2018 SUBJECT: CB#8 - 2018 Special Election IGA with Arapahoe County DESCRIPTION: CB#8 - 2018 Special Election IGA with Arapahoe County RECOMMENDATION: Staff recommends that Council approve an Ordinance for an Intergovernmental Agreement between the City of Englewood and Arapahoe County for the May 22, 2018 Special Municipal Election. IGA's must be approved by Ordinance in conformance with Charter Section 79. PREVIOUS COUNCIL ACTION: On February 12, 2018, City Council passed Resolution No. 11 establishing May 22, 2018 for a Special Election for the voters of City Council District 1 to elect an individual to serve the remainder of the term (November 2019) of the City Council seat vacated by Joe Jefferson . SUMMARY: The City Council has called a special election for May 22, 2018, for the election of City Council District 1 seat. The City Council has asked staff to carry out the special election in conformance with state law, Englewood Charter, and best financial practices. The City Clerk's office has sought the cooperation of Arapahoe County to provide specific election services, including, but not limited to: • providing a list of registered voters eligible to vote in the special election • contracting with a vendor to print and send mail ballot packets to every active registered voter eligible to vote in the special election • mail packets to all active overseas and military voters eligible to vote in the special election • provide empty ballot storage containers, numbered seals, tabletop voting booths, 24 hour box keys • conduct and oversee the process to open, scan and tabulate ballots, including providing the necessary equipment, adequately trained personnel, and secure facility, and report unofficial elections results after tabulating all ballots. ANALYSIS: Arapahoe County has agreed to provide limited, specific services for the Special Municipal Election. While Arapahoe County will not conduct, supervise or oversee the special election, utilizing the resources of Arapahoe County is the most fiscally prudent manner to carry out the special election. The purpose of the Intergovernmental Agreement is to define the relationship Page 34 of 205 between Arapahoe County and the City of Englewood concerning the specific services to be provided by Arapahoe County for the City's Special Election to be held on May 22, 2018. FINANCIAL IMPLICATIONS: Utilizing the established resources of Arapahoe County provides the most fiscally prudent manner to carry out the special election, incorporating both the voting by mail process and the in person voting to occur on May 22, 2018. The cost estimate attached is specifically for the limited services we are contracting with Arapahoe County. There will be other election expenses accrued for services not provided by Arapahoe County (Election Judge salary/expenses, Advertising/Noticing, Election Supplies/Forms, Scanning equipment, ballot security, and staff overtime). ATTACHMENTS: Ordinance Intergovernmental Agreement by and between the Board of County Commissioners of Arapahoe County, Colorado, and the City Englewood, Colorado. Attachment A - Cost Estimate Page 35 of 205 1 BY AUTHORITY ORDINANCE NO. ___ COUNCIL BILL NO. 8 SERIES OF 2018 INTRODUCED BY COUNCIL MEMBER OLSON AN ORDINANCE APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE ARAPAHOE COUNTY CLERK AND RECORDER AND THE CITY OF ENGLEWOOD, COLORADO, ALLOWING ARAPAHOE COUNTY TO ASSIST IN CONDUCTING A SPECIAL ELECTION ON MAY 22, 2018. WHEREAS, On February 12, 2018, the City Council passed Resolution No. 11 establishing May 22, 2018 for a Special Election for the voters of City Council District 1 to elect an individual to serve the remainder of the term of the City Council seat vacated by Joe Jefferson (November of 2019); WHEREAS, Arapahoe County and the City of Englewood have determined that it is in the best interest of the taxpayers and the electors for Arapahoe County to assist in conducting a special election for the City of Englewood on May 22, 2018; WHEREAS, the ordinance shall further authorize the election official for the City of Englewood to execute this Agreement, and carry out the terms of this Agreement; and WHEREAS, Arapahoe County and the City of Englewood desire to set forth their respective responsibilities for the carrying out the Special Election pursuant to the Intergovernmental Agreement. NOW , THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Section 1. The “Intergovernmental Agreement between Arapahoe County Clerk and Recorder and City of Englewood Arapahoe County to assist in conducting a Special Election on May 22, 2018” including its Attachment A – Cost Estimate, is attached hereto as “Exhibit A”. The Intergovernmental Agreement for Special Election assistance is hereby accepted and approved by the Englewood City Council. Section 2. The City’s designated election official is the City Clerk, who is hereby authorized to sign said Agreement for and on behalf of the City of Englewood, and take such actions as are necessary to fulfill the terms of the Agreement. Introduced, read in full, and passed on first reading on the 5th day of March, 2018. Page 36 of 205 2 Published by Title as a Bill for an Ordinance in the City’s official newspaper on the 8th day of March, 2018. Published as a Bill for an Ordinance on the City’s official website beginning on the 7th day of March, 2018. Read by Title and passed on final reading on the 19th day of March, 2018. Published by Title in the City’s official newspaper as Ordinance No. ___, Series of 2018, on the 22nd day of March, 2018. Published by title on the City’s official website beginning on the 21st day of March, 2018 for thirty (30) days. This Ordinance shall take effect thirty (30) days after publication following final passage. , Mayor ATTEST: Stephanie Carlile, City Clerk I, Stephanie Carlile, City Clerk of the City of Englewood, Colorado, hereby certify that the above and foregoing is a true copy of the Ordinance passed on final reading and published by Title as Ordinance No. ___, Series of 2018. Stephanie Carlile Page 37 of 205 Page 1 INTERGOVERNMENTAL AGREEMENT THIS INTERGOVERNMENTAL AGREEMENT is made by and between the Board of County Commissioners of the County of Arapahoe, State of Colorado, on behalf of the Arapahoe County Clerk and Recorder (hereinafter referred to as the "County" or “Arapahoe County” and City of Englewood (hereinafter referred to as the “City" or “City of Englewood”) (hereinafter collectively referred to as the “Parties”); and WHEREAS, the City of Englewood is conducting a municipal special election on May 22, 2018 pursuant to Title 31, Article 10 and the special election is being supervised and conducted by the City of Englewood itself and the designated election official will be the Englewood City Clerk; and WHEREAS, the City of Englewood has requested Arapahoe County to provide specific services and assistance during its special election; and WHEREAS, Arapahoe County has agreed to provide the specific election services requested as outlined below but is not otherwise conducting, participating in or ensuring the overall conduct of the City’s special election; and WHEREAS, pursuant to Colorado Constitution, Article XIV, Section 18 and C.R.S. § 29-1-203, Arapahoe County and the City of Englewood have the legal authority to contract with each other to provide any function, service, or facility lawfully authorized to each, and any such contract may provide for the payment of costs, or other matters, for the purposes stated hereinafter. NOW, THEREFORE, for and in consideration of the mutual promises, performances, payments, and other things of value given, and under authority of C.R.S. § 29-1-203, the Parties hereto agree as follows: SECTION I. PURPOSE AND GENERAL MATTERS 1.01 The purpose of this Intergovernmental Agreement is to define the relationship between Arapahoe County and the City of Englewood concerning the specific services to be provided by Arapahoe County for the City’s special election to be held on May 22, 2018. 1.02 The parties agree that Arapahoe County will not conduct, supervise or oversee the special election, which will be conducted by the City of Englewood directly, with the City Clerk as the designated election official. SECTION II. SCOPE OF SERVICES AND OBLIGATIONS 2.01 ARAPAHOE COUNTY SERVICES. The County shall provide the following services: Page 38 of 205 Page 2 A. Upon receipt of request, send to the City via secure FTP transfer a certified list of registered voters eligible to vote in the special election. B. Upon receipt of the certified ballot content from the City in electronic format, the County will provide the text layout of the official ballot using the City’s certified content. The County will provide an electronic proof of the ballot to the City’s designated election official via email for written approval prior to final production. C. Conduct a logic and accuracy test on or before April 7, 2018 to verify the accuracy of the electronic vote tabulation equipment. A logic and accuracy test is a test of all tabulation equipment to test ballots by processing a pre-audited group of ballots to ensure the accuracy of the tabulation system and equipment. D. Contract with a vendor to print and send mail ballot packets to every active registered voter eligible to vote in the City’s special election. The mail ballot packet means the packet of information provided by the City’s designated election official to eligible electors in the election. The packet shall contain the ballot, instructions for completing the ballot, a secrecy envelope, and a return envelope. E. Mail ballot packets will be mailed to all active registered overseas and military voters who are eligible to vote in the special election on or before April 7, 2018 and to all other active registered voters who are eligible to vote in the special election on or before April 30, 2018. F. Provide empty ballot storage containers, numbered seals, tabletop voting booths, set of 24-hour box keys, and “I Voted” stickers. a. The 24-hour box keys will be for the ballot return box located at Englewood Civic Center, 1000 Englewood Pkwy., Englewood, CO 80110. G. Upon receipt of the ballots from the City on May 23, 2018, conduct and oversee the process to open, scan, and tabulate ballots, including providing the necessary equipment, adequately trained personnel, and secure facility to accomplish this task. H. Provide to the City on or about May 23, 2018, the unofficial election results and reports at the conclusion of the tabulation of all ballots. I. Conduct a recount of the ballots cast if requested by the City for any reason. The cost of the recount will be an additional charge to the City. J. Official results will be provided on or about May 31, 2018 and all ballots and election materials will be returned to the City’s designated election official. K. Keep a careful and accurate accounting of time, supplies, printing costs and salaries attributable to the County’s assistance and services provided for the special election. L. Submit to the City an itemized invoice for all expenses incurred under this Intergovernmental Agreement. Page 39 of 205 Page 3 2.02 CITY OF ENGLEWOOD OBLIGATIONS. The City agrees to the following obligations: A. Determine the title and text of the City’s ballot races, measures and/or issues. Determine the order of candidates in each race by lot drawing, or if applicable, city/town charter. B. Submit the City’s certified ballot content, verbatim, as it should appear on the ballot for the City’s races, questions and issues to the County. Submit the ballot content via email to chenage@arapahoegov.com on or before March 23, 2018. Format the ballot content in a Microsoft Word document in plain text; do not include bold, italic, underline, bullets, tables, strikethrough or indentation. C. Within one business day of receipt from the County, the City will proofread the layout and the text of the official ballot and provide written notice of acceptance to the County via email to chenage@arapahoegov.com. D. On May 23, 2018, deliver to the Arapahoe County Election Warehouse, 5251 S. Federal Blvd., Littleton, CO 80123, the initial batch of returned mail ballot envelopes for opening, scanning and tabulating. On May 30, 2018, deliver to the Arapahoe County Election Warehouse the final batch of returned mail ballot envelopes that are eligible to be counted and tabulated as part of the special election results. E. Respond to all correspondence and calls for any matters pertaining to the County’s services to be provided concerning the City’s special election. F. Notify the County whether a recount is required or desired. The City shall reimburse the County for the full cost of the recount. G. Remit to the County the total payment for the all election services and expenses provided under this Intergovernmental Agreement within sixty (60) days from the date of receipt of an invoice from the County. SECTION III. TERMINATION OF SERVICES 3.01 In the event that the City resolves not to hold the special election, notice of such resolution shall be provided to the County immediately. The City shall be liable for the full actual costs of the activities of and services provided by the County relating to the election incurred before receipt of such notice and activities of the County relating to cancelling the election after the receipt of such notice. 3.02 Arapahoe County and the City of Englewood shall each have the right to terminate this Intergovernmental Agreement at any time and for any reason, with or without cause, by giving written notice to the other party of such termination and specifying the effective date thereof, provided Page 40 of 205 Page 4 however that the City shall be liable for the full actual costs of the activities of and services provided by the County relating to the election incurred before issuance of a termination notice. SECTION IV. MISCELLANEOUS 4.01 NOTICES. Any and all notices required to be given by this Agreement are deemed to have been received and to be effective: (1) three days after they have been mailed by certified mail, return receipt requested; (2) immediately upon hand delivery; or (3) immediately upon receipt of confirmation that an email or fax was received; to the address of a Party as set forth below or to such Party or addresses as may hereafter be designated in writing: To County: Jennifer Morrell Arapahoe County Clerk and Recorder’s Office Elections Division 5334 S. Prince St. Littleton, Colorado 80120 Fax: (303) 794-4625 Email: jmorrell@arapahoegov.com To Jurisdiction: Stephanie Carlile City of Englewood City Clerk 1000 Englewood Parkway Englewood, CO 80110 Fax: 303-783-6896 Email: scarlile@englewoodco.gov 4.02 LIMITATION OF LIABILITY. The City agrees to waive any rights it maintains against Arapahoe County and its officials, agents and employees and to release Arapahoe County and its officials, agents and employees from any and all liability, claims, demands or actions or causes of action whatsoever that it now has or may hereinafter have arising out of, resulting from, or relating to the services provided pursuant to this Intergovernmental Agreement. In no event shall Arapahoe County be liable to the City, or any other person, for any consequential, incidental, direct, indirect, special and/or punitive damages or any other damages arising out of this Intergovernmental Agreement or in any way relating to the services provided. 4.03 TERM OF AGREEMENT. This Intergovernmental Agreement shall commence upon execution and shall continue until all services and obligations set forth concerning the City of Englewood’s special election have been satisfied and concluded. Page 41 of 205 Page 5 4.04 AMENDMENT. This Agreement may be amended only in writing, and following the same formality as the execution of the initial Agreement. 4.05 INTEGRATION. The Parties acknowledge that this Agreement constitutes the sole and entire Agreement between them relating to the subject matter hereof and that no Party is relying upon any oral representation made by another Party or employee, agent or officer of that Party. 4.06 TIME OF ESSENCE. Time is of the essence for this Agreement. Failure to comply with the terms of this Agreement and/or the deadlines in Attachment B may result in termination of this Agreement. 4.07 GOOD FAITH. The parties shall implement this Agreement in good faith, including acting in good faith in all matters. 4.08 NO WAIVER OF GOVERNMENTAL IMMUNITY ACT. The Parties understand and agree that the County, its commissioners, officials, officers, directors, agents, and employees, are relying on, and do not waive or intend to waive by any provisions of this Agreement, the monetary limitations or any other rights, immunities, protections or defenses provided by the Colorado Governmental Immunity Act (the “CGIA”), §§ 24-10-101 to 120, C.R.S., or otherwise available to the County or the City. To the extent the CGIA imposes varying obligations or contains different waivers for cities and counties, both the City and the County agree that they will remain liable for their independent obligations under the CGIA, and neither party shall be the agent of the other or liable for the obligations of the other. 4.09 NO THIRD PARTY BENEFICIARIES. The enforcement of the terms and conditions of this Agreement and all rights of action relating to such enforcement shall be strictly reserved to the County and the City, and nothing contained in this Agreement shall give or allow any such claim or right of action by any other or third person under such Agreement. 4.10 GOVERNING LAW: JURISDICTION AND VENUE. Unless otherwise agreed in writing, this Agreement and the interpretation thereof shall be governed by the laws of the State of Colorado. Venue for any and all legal actions arising under this Intergovernmental Agreement shall lie in the District Court in and for the County of Arapahoe, State of Colorado. Page 42 of 205 Page 6 4.11 SEVERABILITY. Should any provision of this Agreement be determined by a court of competent jurisdiction to be unconstitutional or otherwise null and void, it is the intent of the parties hereto that the remaining provisions of this Agreement shall be of full force and effect. 4.12 ATTACHMENTS. The following attachments are incorporated herein by this reference. Attachment A - Cost Estimate END OF PAGE Page 43 of 205 Page 7 Arapahoe County _______________________________________ _____________________ Matt Crane Date Clerk and Recorder City of Englewood _______________________________________ _____________________ Stephanie Carlile, Designated Election Official Date City Clerk Page 44 of 205 Jurisdiction's Share of Total Election Costs Based On: Total Jurisdiction Active Registered Voters 4,700 Election Expenses Incurred for2018 Special Election Total Cost Mail Ballot Processing Costs Total Cost Ballot Processing Election Judge salaries 250.00$ Mail ballot processing computers/laptops -$ Ballotsecurity teams fleet vehicle rental costs -$ Ballot processing location rental fees & utilities -$ Communications/network Ballot processing set up support (technical, equipment)-$ Travel to Ballot Vendor for ballot inspection -$ UOCAVA email vendor/ballot processing -$ Total 250.00$ Other costs attributable to Admin/VSPC's/Mail Ballot Processing Total Cost Cell phone use/stipend -$ Mileage/parking reimbursement -$ Supplies (signage, seals, pens, forms, etc.)15.00$ Transfer cases (tubs) and portable ballot boxes -$ Security costs/video surveillance (not drop-box)-$ Security personnel costs -$ CBI background checks for Election Judges/temp staff -$ Drug tests for Election Judges/temp staff -$ Total 15.00$ Ballot Printing, Programming & Insertion Total Cost Ballot printing (mail, provisional, test ballots)1,400.00$ Shipping/freight 200.00$ ATTACHMENT A - COST ESTIMATE City of Englewood SPECIAL ELECTION Page 45 of 205 Outgoing/return envelopes and secrecy sleeves 3,150.00$ Voter instructions 400.00$ Provisional ballot affidavits and envelopes -$ UOCAVA envelopes -$ Ballot insertion and mailing fees 1,300.00$ Ballot tracking application Total 6,450.00$ Postage Total Cost Mail ballots - initial mailing 2,500.00$ Daily/supplemental ballot mailing -$ Cure/rejection letters -$ 8 Day letter -$ Mailing ballots to other counties -$ Undeliverable ballots -$ TABOR Notice Postage -$ Total 2,500.00$ Election Notices Total Cost Statutory Notice of Election -$ Ballot issue notice (TABOR) - printing & production -$ Total -$ Total Election Expense 9,215.00$ Page 46 of 205 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Jenifer Doane DEPARTMENT: WWTP DATE: March 19, 2018 SUBJECT: WWTP AmWest Service Contract for SCADA Support DESCRIPTION: WWTP AmWest Service Contract for SCADA Support RECOMMENDATION: The Littleton/Englewood Wastewater Treatment Plant (L/E WWTP) recommends that Council approve, by Motion, a contract with AmWest for support services for the Automation, Controls and Supervisory Control and Data Acquisition (SCADA) System instrumentation and field devices for the amount of $30,000. PREVIOUS COUNCIL ACTION: Council approval of the 2018 Littleton/Englewood Wastewater Treatment Plant Budget. SUMMARY: AmWest Controls is the Automation, Controls and Supervisory Control and Data Acquisition (SCADA) System integrator for Littleton/Englewood WWTP. This company was selected to install and implement the Process Control System as part of the Phase 2 project. AmWest is the preferred vendor based on their experience with the system and their ability to provide on-going service, support and training locally on both routine and 24-hour emergency basis. Further, AmWest is a Rockwell Certified Business Partner and is the only local integrator authorized to do start-up and installation on Rockwell/Allen Bradley products. Services and support under this agreement include troubleshooting, maintenance, procurement, installation and configuring of instrumentation and their associated communication networks. AmWest will provide and maintain updated I&C drawings, on call service, training for L/E WWTP SCADA personnel, and quarterly review meetings. Services may also include planning or design of modifications to maintain reliability or upgrade obsolete systems with current technology. The AmWest support and service contract is for $30,000. ANALYSIS: The AmWest annual support and service contract is for $30,000. FINANCIAL IMPLICATIONS: The proposal amount has been budgeted and is available under the 2018 Professional Services Budget. Costs will be shared by the Cities of Englewood and Littleton. Page 47 of 205 ALTERNATIVES: If we do not have a support contract in place, we put the organization at risk for additional expenditures paid at higher costs for emergency service for the SCADA system which is essential for the operation of the L/E WWTP and preventing permit violations. CONCLUSION: This annual service contract is necessary for the optimal operation of the plant and the safety of our employees. It will help to ensure we meet permit requirements and protect our community’s vital resources. It will help us prevent paying for emergency service and allow for making modifications to the system on an as needed basis. ATTACHMENTS: • Contract Approval Summary - AmWest Service Contract for SCADA Support • Contract - AmWest Service Contract for SCADA Support • WWTP Budget Page for 2018 - AmWest Service Contract for SCADA Support • Approved Supervisory Committee meeting minutes - AmWest Service Contract for SCADA Support Page 48 of 205 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: Jenifer Doane Phone: 303-762-2642 Title: Deputy Director of Business Administration and Communications Email: jdoane@englewoodco.gov Vendor Contact Information Vendor Name: AmWest Control, Inc. Vendor Contact: Adam Petramala Vendor Address: 10175 E. 106th Avenue Vendor Phone: 303-289-2115 x 145 City: Brighton Vendor Email: adam@amwestcontrol.com State: CO Zip Code: 80601 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: 2018 End Date: 2019 Total Years of Term: 1 Total Amount of Contract for term (or estimated amount if based on item pricing): $30,000 If Amended: Original Amount $ Amendment Amount $ Total as Amended:$ Renewal options available: Payment terms (please describe terms or attach schedule if based on deliverables): All payments to Consultant are contingent on Consultant’s satisfying the Deliverables/Milestones set forth in the Payment Schedule. Attachments: ☐Copy of original Contract if this is an amendment ☐Copies of related Contracts/Conveyances/Documents Instrumentation and Control Service Services under this agreement include troubleshooting, maintenance, procurement, installation and configuring of instrumentation and their associated communication networks. AmWest will provide and maintain updated I&C drawings, on call service, training for L/E WWTP SCADA personnel, and quarterly review meetings. Services may also include planning or design of modifications to maintain reliability or upgrade obsolete systems with current technology. Page 49 of 205 Contract Approval Summary V10/25/2017 Page | 2 Source of funds: Budgeted Funds: $30,000 Line Item Description: Professional Services 54201 Line Item Total Funding: $1,000,000 Portion of Line Item spent to date: $0.00 Funding Source: Fund: 90 Division Code: 1712 Note (if needed): Attachments: ☒Copy of budget page from current budget book if contract value $25,000 or over or requires Council approval. 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 below ☐Other: Please describe AmWest Controls is the Automation, Controls and Supervisory Control and Data Acquisition (SCADA) System integrator for Littleton/Englewood WWTP. This company was selected to install and implement the Process Control System as part of the competitive bid process for the Phase 2 project. Two companies bid on the project and were able to demonstrate capability to provide services and skill sets required for the implementation and integration of the Rockwell/Allen Bradley solution that was selected for the Process Control System as part of the Phase 2 project. AmWest was selected based on their excellent demonstrated performance and on their ability to provide on-going service, support and training locally on both routine and 24-hour emergency basis. Further, AmWest is a Rockwell Certified Business Partner and is the only local integrator authorized to do start-up and installation on Rockwell/Allen Bradley products and offer the extended warranty. Page 50 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 1 PSA/18-08 Implementation and Control Services L/E WWTP PROFESSIONAL SERVICES AGREEMENT Contract Number PSA/18-08 Implementation and Control Services $ 30,000 This Professional Services Agreement (the “Agreement”) is made as of this ____, day of ________ 2018, (the “Effective Date”) by and between AmWest Control, Inc (“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 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 Page 51 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 2 PSA/18-08 Implementation and Control Services L/E WWTP 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, Consultant 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 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. Page 52 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 3 PSA/18-08 Implementation and Control Services L/E WWTP 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 or is renewed after the one year period. In the event that the parties desire to renew the Agreement, the parties shall execute an amendment extending the Agreement for an additional one year period. (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. (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 Page 53 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 4 PSA/18-08 Implementation and Control Services L/E WWTP 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, 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 Page 54 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 5 PSA/18-08 Implementation and Control Services L/E WWTP 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. 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 Page 55 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 6 PSA/18-08 Implementation and Control Services L/E WWTP 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. (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. Notwith-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 Page 56 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 7 PSA/18-08 Implementation and Control Services L/E WWTP 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 two million dollars ($2,000,000) 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. (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 Page 57 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 8 PSA/18-08 Implementation and Control Services L/E WWTP 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, including the following document(s): Schedule A - Outline of Statement of Work and all documents attached hereto have been signed by the contractor. 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 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, Page 58 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 9 PSA/18-08 Implementation and Control Services L/E WWTP 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. 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 Page 59 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 10 PSA/18-08 Implementation and Control Services L/E WWTP 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. 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 Page 60 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 11 PSA/18-08 Implementation and Control Services L/E WWTP 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 61 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 12 PSA/18-08 Implementation and Control Services L/E WWTP 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 counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. CITY OF ENGLEWOOD, COLORADO By: ___________________________________Date:___________ (Department Director) By: ___________________________________Date:___________ (City manager) By: __________________________________Date:____________ (Mayor) ATTEST: City Clerk ______________________________________ (Consultant Name) ______________________________________ Address ______________________________________ City, State, Zip Code By: (Signature) ________________________________ (Print Name) Title: ______________________________ Date: ______________________________ Page 62 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 13 PSA/18-08 Implementation and Control Services L/E WWTP SCHEDULE A OUTLINE OF STATEMENT OF WORK 1. GENERAL Tuesday, February 6, 2018 Instrumentation and Control Service for the Littleton/Englewood Wastewater Treatment Plant (L/E WWTP) provide by AmWest Control, Inc. 2. NAMES, PHONE NUMBERS AND EMAILS OF PROJECT COORDINATORS Adam Petramala Field Operations Manager 303-289-2115 x 145 adam@amwestcontrol.com 3. SUMMARY OF PURPOSE FOR STATEMENT OF WORK Services will include troubleshooting, maintenance, procurement, installation and configuring of instrumentation and their associated communication networks. Provide and maintain updated I&C drawings, on-call service, training for L/E WWTP I&C personnel, and quarterly review meetings. Services may also include planning or design of modifications to maintain reliability or upgrade obsolete systems with current technology. 4. EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY CITY (IF ANY) PLC and SCADA system programming. 5. OTHER CONSULTANT RESOURCES Not applicable. 6. DESCRIPTION OF WORK PRODUCT AND DELIVERABLES The scope of work will include the following general scope items. Each scope item will be further defined in following sections. A. On Call Service B. Training of I&C Personnel C. Periodic and Preventative Maintenance Program Development D. Maintenance and Updating of Drawings E. Quarterly Review Meetings A. On Call Service On Call Service will be provided on an “as needed” and “as available” basis during normal working hours and will be invoiced as used. Invoices will include travel time to and from the job-site. The Page 63 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 14 PSA/18-08 Implementation and Control Services L/E WWTP intent of On Call Service is to provide service as a back-up to L/E WWTP personnel in an emergency where redundancy is either not provided or not currently functioning and the operations of the plant are in jeopardy. Due to the complex nature of the systems at L/E WWTP, the AmWest service representative may not have in-depth knowledge of all aspects of the plant and all of the related subsystems involved with a given service issue. Additional support may be required via phone with other AmWest support personnel, as well as vendor support lines. It is anticipated that on-call service will be utilized infrequently and can be provided without the addition of AmWest service personnel. In the event that on-call service is utilized often, the AmWest ability to support this option may need to be re-visited. B. Training of L/E WWTP I&C Personnel AmWest Service personnel will work with L/E WWTP Service personnel to train them on troubleshooting and maintenance tasks. This training will include “on the job” training as well as training classes. For on the job training, L/E WWTP personnel may either observe the tasks performed by AmWest or perform the tasks themselves with AmWest personnel observing or verifying the task after it is completed. Training classes will be developed as needed for specific service duties. Training classes and on-the- job training will be identified with L/E WWTP management and will be scheduled in advance based on L/E WWTP needs and AmWest availability. Classes will be documented and will be developed to include L/E WWTP specific needs and procedures with the intent that L/E WWTP personnel use them at a later date. C. Periodic and Preventative Maintenance Program Development AmWest will work with L/E WWTP to develop periodic and preventative maintenance procedures. AmWest will work with L/E WWTP personnel to develop an outline of the procedures and L/E WWTP personnel will incorporate the procedures into the L/E WWTP Infor EAM Enterprise Asset Management System. Procedures will be developed for the following equipment: o Motor Control Hardware to include MCCs Variable Frequency Drives Reduced Voltage Soft Starts o Instrumentation Calibration including maintenance of records AmWest will work with L/E WWTP to determine if the maintenance records can be integrated into the Infor EAM Calibration Module o Control Panels Physical Panel maintenance (including inventory of batteries and spare parts) Panel Cleaning Schedule including cabin filter cleaning/replacement Page 64 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 15 PSA/18-08 Implementation and Control Services L/E WWTP UPS maintenance D. Maintenance and Updating of Drawings Drawings will be updated on a time and materials basis. L/E WWTP personnel and AmWest Service personnel will identify changes that need to be made and redline the drawings. The AmWest Engineering and Drafting department will maintain drawings using AutoCAD software and will deliver hardcopy as well as electronic files for the drawings. E. Quarterly Meetings The AmWest Service Manager will meet on a regular basis (at least once per quarter) to review customer satisfaction and evaluate any contract changes that need to be considered either immediately or in the next service contract. 7. SPECIAL TERMS, IF ANY None 8. MODE OF PAYMENT Check 9. PAYMENT SCHEDULE City will pay Consultant for the work in accordance with the following payment schedule. All payments to Consultant are contingent on Consultant’s satisfying the Deliverables/Milestones set forth in the Payment Schedule. Payments shall be made upon City’s written confirmation to Consultant that the Deliverables-Milestones have been satisfied. Service Contract Tiered Pricing Scheduled Units Rate Service Technician 1 Hours $105/hour Service Technician 2 Hours $125/hour Service Technician 3 Hours $155/hour Drawing Revisions-CAD Hours $75/hour Estimated “not to exceed” 12-month service cost = $30,000. If it appears that this $30,000 will be exceeded either through planned or emergency work, AmWest will notify L/E WWTP Business Services Manager in writing prior to commencing the work. Approval to commence work will be in writing. This estimate is based on the following: -Average of 8 scheduled hours per week for 20 weeks -Average of 2 basic drawing changes per month Invoices will include expenses and travel time to and from the site. Invoices shall be paid net 30 days. 10. SCHEDULE AND PERFORMANCE MILESTONES Page 65 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 16 PSA/18-08 Implementation and Control Services L/E WWTP As needed and as available. 11. ACCEPTANCE AND TESTING PROCEDURES Not applicable. 12. LOCATION OF WORK FACILITIES Littleton / Englewood Wastewater Treatment Plant 2900 S Platte River Dr, Englewood, CO 80110 IN WITNESS WHEREOF, pursuant and in accordance with the Professional Services Agreement between the parties hereto dated _______________, 2018, the parties have executed this Statement of Work as of this _____ day of ________________ ,2018. CITY OF ENGLEWOOD, COLORADO By: (Signature) ____________________________ (Print Name) Title: Date: _______________________________ AmWest Control, Inc._________________ Consultant Name By: (Signature) Adam H. Petramala________________ (Print Name) Title: Field Operations Manager Date: Tuesday, February 6, 2018__________ Page 66 of 205 Department City Manager’s Office Fund Littleton/Englewood Wastewater Treatment Plant Littleton/Englewood Wastewater Treatment Plant 6 BUDGET 2018 History and Budget Actual Actual Actual Actual Actual Budget Estimate Budget 2012 2013 2014 2015 2016 2017 2017 2018 Revenue Taxes - - - - - - - - Licenses & Permits - - - - - - - - Intergovernmental - - - - - - - - Charges for Services 12,683,922 12,840,644 13,446,490 13,650,689 13,299,210 14,752,381 14,692,308 15,456,934 Fines & Forfeitures - - - - - - - - Investment Income 12,920 (3,100) 8,419 6,035 8,492 23,447 23,447 23,447 Other 1,210,526 1,151,813 1,086,577 779,542 952,141 4,379,414 2,119,217 11,389,410 LT Debt Proceeds - - - - - - - - Transfers In - - - - - - - - Total Revenue 13,907,368 13,989,357 14,541,486 14,436,267 14,259,843 19,155,242 16,834,972 26,869,791 Percent Change 9.69%0.59%3.95%-0.72%-1.22%34.33%-12.11%59.61% Expenditure Personnel 6,204,395 6,425,244 6,680,552 7,037,402 7,047,867 7,411,788 7,587,165 8,386,675 Commodities 2,434,588 2,277,475 2,384,463 2,354,167 2,188,195 2,610,000 2,592,800 2,926,555 Contractual 3,808,150 3,937,808 3,988,412 4,065,975 3,809,019 5,053,454 4,830,704 4,456,561 Capital 1,460,235 1,348,831 1,488,059 978,723 1,214,763 4,080,000 1,824,303 11,100,000 Debt Service - - - - - - - - Transfer Out - - - - - - - - Total Expenditure 13,907,368 13,989,357 14,541,486 14,436,267 14,259,843 19,155,242 16,834,972 26,869,791 Percent Change 9.69%0.59%3.95%-0.72%-1.22%34.33%-12.11%59.61% - Employees FTE 77.50 77.50 77.40 77.40 77.40 77.40 78.40 86.00 Percent Change FTE 0.00%0.00%-0.13%0.00%0.00%0.00%1.29%9.69% Page 67 of 205 MINUTES SUPERVISORY COMMITTEE MEETING Thursday, February 15, 2018 2900 South Platte River Drive, Englewood CO 80110 L/E WWTP Conference Room 9:00 am ATTENDING: Supervisory Committee: Eric Keck Englewood City Manager Larry Nimmo Acting Englewood Public Works Director Keith Reester Acting Littleton Public Works Director Mark Relph Littleton City Manager Staff: Kacie Allard Communications & Data Supervisor Tom Brennan Englewood Utilities Director Kurt Carson Deputy Director, Operations & Maintenance Solutions Blair Corning Deputy Director, Strategic Programs Jenifer Doane Deputy Director, Business Admin. & Communications David Robbins Hill & Robbins, Plant Attorney Brenda Varner Government Relations Specialist GUESTS: Cynthia Lane Platte Canyon Water & San. District, Asst. Mgr. I. Call to Order The February Supervisory Committee (Committee) meeting was called to order by Blair Corning, Deputy Director of Strategic Programs at the Littleton / Englewood Wastewater Treatment Plant (L/E WWTP). II. Approval of Meeting Minutes of Previous Supervisory Committee Meeting The January Committee meeting minutes were approved via email on Monday, February 5, and Tuesday, February 6, 2018. Page 68 of 205 SUPERVISORY COMMITTEE MEETING MINUTES February 15, 2018 Page 2 of 4 III. Action Item(s) Administration Building Remodel Projects Blair Corning discussed the L/E WWTP Administration Building Remodel Project with the Committee. The L/E WWTP staff recommends that the Supervisory Committee approve a construction contract with W.O. Danielson Construction Company, Ltd for the Administration Building Remodel Projects in the amount of $317,600, and a 5% change order contingency in the amount of $15,800 for a total project cost of $333,400. This project includes the renovation of existing spaces to improve the safety and security of the L/E WWTP. Additionally, the project will add much needed work spaces to accommodate staff and provide efficiency, functionality and collaboration within the business group divisions. The Committee agreed to approve the project with the addition of an amendment to clarify the focus of the project as being part of a greater and more holistic long-term planning strategy, integrating current reorganization efforts. ACTION TAKEN – The Supervisory Committee made an amended motion to approve the contract with W.O. Danielson Construction Company, Ltd., for the L/E WWTP Administration Building Remodel Project, in the amount of $317,600, with a 5% change order contingency in the amount of $15,800, for a total project cost of $333,400. The amended motion clarifies the focus of the project on integration with future planning strategies. Eric Keck moved, Mark Relph seconded, all ayes, no nays. Motion approved. The L/E WWTP staff plans to present this project to the Englewood City Council for consideration in March 2018. Software / Hardware Support and Service Contract Renewals Jenifer Doane discussed the L/E WWTP’s Software / Hardware Support and Service Contract Renewals with the Committee. The L/E WWTP staff recommends the Supervisory Committee approve three (3) software/hardware support contracts with AmWest, Golden Automation and SimplexGrinnell, as they are essential to ensure the successful operation of the WWTP and prevention of permit violations. The SimplexGrinnell contract includes upgrades which will improve our fire detection, alarm and suppression systems at the plant that are necessary for employee safety. The cost of these contracts were budgeted under the Professional Services line item within the 2018 L/E WWTP budget. Staff is recommending the approval of total contracted services with AmWest in the amount of $30,000, total contracted services with Golden Automation in the amount of $79,600 and total contracted services with SimplexGrinnell in the amount of $86,485. ACTION TAKEN – The Supervisory Committee made a motion to approve the support and services contract with AmWest in the amount of $30,000, the support and software installation contract with Golden Automation in the amount of $79,600 and the Page 69 of 205 SUPERVISORY COMMITTEE MEETING MINUTES February 15, 2018 Page 3 of 4 comprehensive service contract including upgrades with SimplexGrinnell in the amount of $86,485. Mark Relph moved, Keith Reester seconded, all ayes, no nays. Motion approved. The L/E WWTP staff plans to present these contracts to the Englewood City Council for consideration in March 2018. IV. Informational Items The Supervisory Committee discussed these informational items with staff: Connector Open House Biogas to Renewable Natural Gas (RNG) Project – Schedule Update Water Quality Positioning Support Strategic Operating Plan (SOP) Update Industrial Mechanic Workforce Update Emergency Repairs Anaerobic Digester Complex o Kurt Carson gave the Supervisory Committee an update on an emergency situation which developed in the Anaerobic Digester Complex last week. On February 6, 2018, two (2) critical valves failed on Digester #5. Normally this would not be an emergency situation because the anaerobic digesters were designed to have sufficient redundancy, however since Digester #2 and Digester #3 are currently out-of-service for extensive repairs, they do not provide redundancy. Due to the failure of these valves and complete lack of redundancy, staff had to make significant temporary piping modifications to keep Digester #5 operational. However, the temporary modifications pose an unacceptable risk for long-term operation. To manage the risk, the L/E WWTP staff worked directly with Englewood City Manager, Eric Keck to procure emergency support services to expedite the repairs on Digester #3 to allow shut-down of Digester #5 for repairs. If there are any future problems, the L/E WWTP staff notify both City Managers. The L/E WWTP staff is currently developing a scope of work and fee estimate for the emergency work and will provide updates when available. SIO & Performance Management Initiatives and Tracking Date for Joint Annual City Council Study Session for 2018 Three (3)-Month Outlook for Supervisory Committee Action Items Financial Summary from December 2017 WWTP Influent Flow and Load Summary: o The measured flow to the L/E WWTP averaged 20.6 mgd in January 2018, which is a decrease of 0.2 mgd from December 2017. The measured flow split was 42.7% and 57.3% between the cities of Littleton and Englewood, respectively. Page 70 of 205 SUPERVISORY COMMITTEE MEETING MINUTES February 15, 2018 Page 4 of 4 V. Adjournment The next Supervisory Committee meeting is scheduled for Thursday, March 15, 2018. This meeting will be held from 9:00 am – 10:30 am, at the Littleton / Englewood Wastewater Treatment Plant. Adjourned at 10:30 am Recording Secretary Signature Brenda J. Varner The L/E WWTP Supervisory Committee approved the February 15, 2018 meeting minutes via email on March 2, 4 and 6, 2018. Eric Keck, Mark Relph, Larry Nimmo, and Keith Reester all ayes, no nays. Minutes approved. Page 71 of 205 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Jenifer Doane DEPARTMENT: WWTP DATE: March 19, 2018 SUBJECT: WWTP Golden Automation Support Contract Annual Renewal DESCRIPTION: WWTP Golden Automation Support Contract Annual Renewal RECOMMENDATION: The Littleton/Englewood Wastewater Treatment Plant (L/E WWTP) recommends that Council approve, by Motion, a contract with Golden Automation for service and support of our Supervisory Control, Automation, and Data Acquisition (SCADA) System to include programming and maintenance for $40,000. PREVIOUS COUNCIL ACTION: Council approval of the 2018 Littleton/Englewood Wastewater Treatment Plant Budget. It was also approved by the Supervisory Committee on Feb. 15, 2018. SUMMARY: Golden Automation provides support and service for the L/E WWTP SCADA System related to programming and maintenance. Services include activities to modify, maintain, or upgrade Programmable Logic Controller (PLC), Human Machine Interface (HMI), Historian, and related programming or software systems that monitor or control plant process or that relay information to other plant systems such as the Assets Management or Reporting Software. Services may also include planning or design of modifications to maintain reliability or upgrade obsolete systems with current technology. ANALYSIS: Due to the critical role the SCADA systems plays in meeting permit requirements and operational objectives of the facility, it is important that the EI&C technicians and administrators have access to outside resources to ensure they can meet the challenges of maintaining such a complex system. The Consultant provides programming services to assist treatment plant staff in troubleshooting, maintenance, modification, or upgrade of the plant control system on an as needed and as-requested basis. FINANCIAL IMPLICATIONS: Total Contracted Services for Golden Automation is $40,000. The proposal amount has been budgeted and is available under the 2018 Professional Services Budget. Costs will be shared by the Cities of Englewood and Littleton. Page 72 of 205 ALTERNATIVES: If we do not have a support contract in place, we put the organization at risk for additional expenditures paid at higher costs for emergency service for the SCADA system which is essential for the operation of the L/E WWTP and preventing permit violations. CONCLUSION: This annual service contract is necessary for the optimal operation of the plant and the safety of our employees. It will help to ensure we meet permit requirements and protect our community’s vital resources. It will help us prevent paying for emergency service and allow for making modifications to the system on an as needed basis. In order to maintain such a complex system we need support contracts with both AmWest and Golden Automation. AmWest support ensures our instrumentation and field equipment work properly and information is collected correctly and communicated to the SCADA system. While, Golden Automation provides programming and development support such as software upgrades and installation. Both are needed to support the complex system that we rely on to successfully operate the plant. ATTACHMENTS: • Contract Approval Summary - SCADA System Programming and Maintenance • Contract - SCADA System Programming and Maintenance • WWTP Budget Page for 2018 - Golden Automation Support and Software Upgrades Contracts • Approved Supervisory Committee meeting minutes - Golden Automation Support and Software Upgrades Contracts Page 73 of 205 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: Jenifer Doane Phone: 303-762-2642 Title: Deputy Director of Business Administration and Communications Email: jdoane@englewoodco.gov Vendor Contact Information Vendor Name: Golden Automation, LLC Vendor Contact: Fred Wilson, P.E. Vendor Address: 4071 Easley Way Vendor Phone: (303) 570-5909 City: Golden Vendor Email: Fred@GoldenAutomation.com State: CO Zip Code: 80403 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: 2018 End Date: 2019 Total Years of Term: 1 Total Amount of Contract for term (or estimated amount if based on item pricing): $40,000.00 If Amended: Original Amount $ Amendment Amount $ Total as Amended: $ Renewal options available: Payment terms (please describe terms or attach schedule if based on deliverables): Payment shall be made for services rendered based on an hourly rate of $195.00. Invoices will include expenses and travel time to and from the site. Invoices shall be paid within 30 days. Attachments: ☐Copy of original Contract if this is an amendment PSA/18-__ SCADA System Programming and Maintenance Page 74 of 205 Contract Approval Summary V10/25/2017 Page | 2 ☐Copies of related Contracts/Conveyances/Documents Source of funds: Budgeted Funds: $40,000 Line Item Description: Professional Services 54201 Line Item Total Funding: $1,000,000 Portion of Line Item spent to date: $0.00 Funding Source: Fund: 90 Division Code: 1712 Note (if needed): Attachments: ☒Copy of budget page from current budget book if contract value $25,000 or over or requires Council approval. 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 below ☐Other: Please describe Fred Wilson, with Golden Automation, is the Electrical Engineer of record as well as the SCADA Engineer and Programmer for L/E WWTP going back to the Phase 1B project in the 1990’s. Because of his intimate knowledge and experience of our state of the art and very complex process control system, Fred is able to routine provide programming, troubleshooting, and maintenance of our SCADA system in a very efficient manner, and is often able to provide assistance remotely and during off hours, making his services very cost effective. Fred is also very familiar with our plant processes, which allows him to be able to perform work on these systems without any process interruptions over 90% of the time. Page 75 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 1 PSA/18-09 SCADA System Programming and Maintenance L/E WWTP PROFESSIONAL SERVICES AGREEMENT Contract Number PSA/18-09 SCADA System Programming and Maintenance $ 40,000 (not to exceed) This Professional Services Agreement (the “Agreement”) is made as of this ____, day of ________ 2018, (the “Effective Date”) by and between Golden Automation, LLC (“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 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 Page 76 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 2 PSA/18-09 SCADA System Programming and Maintenance L/E WWTP 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, Consultant 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 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. Page 77 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 3 PSA/18-09 SCADA System Programming and Maintenance L/E WWTP 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 or is renewed after the one year period. In the event that the parties desire to renew the Agreement, the parties shall execute an amendment extending the Agreement for an additional one year period. (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. (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 Page 78 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 4 PSA/18-09 SCADA System Programming and Maintenance L/E WWTP 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, 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 Page 79 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 5 PSA/18-09 SCADA System Programming and Maintenance L/E WWTP 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. 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 Page 80 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 6 PSA/18-09 SCADA System Programming and Maintenance L/E WWTP 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. (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. Notwith-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 Page 81 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 7 PSA/18-09 SCADA System Programming and Maintenance L/E WWTP 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 1 million dollars ($1,000,000) per occurrence and two million per aggregate. (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. (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 Page 82 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 8 PSA/18-09 SCADA System Programming and Maintenance L/E WWTP 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, including the following document(s): Schedule A - Outline of Statement of Work and all documents attached hereto have been signed by the contractor. 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 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, Page 83 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 9 PSA/18-09 SCADA System Programming and Maintenance L/E WWTP 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. 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 Page 84 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 10 PSA/18-09 SCADA System Programming and Maintenance L/E WWTP 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. 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 Page 85 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 11 PSA/18-09 SCADA System Programming and Maintenance L/E WWTP 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 86 of 205 Page 87 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 13 PSA/18-09 SCADA System Programming and Maintenance L/E WWTP SCHEDULE A OUTLINE OF STATEMENT OF WORK 1. GENERAL The purpose of this statement of work is to define the services and associated fees for SCADA System Programming and Maintenance for the Littleton/Englewood Wastewater Treatment Plant (L/E WWTP). Services will include activities to modify, maintain, or upgrade Programmable Logic Controller (PLC), Human Machine Interface (HMI), Historian, and related programming or software systems that monitor or control plant process or that relay information to other plant systems such as Asset Management or Reporting software. Services may also include planning or design of modifications to maintain reliability or upgrade obsolete systems with current technology. Agreement made and entered into by and between City of Englewood, Colorado, 1000 Englewood Parkway Englewood, CO 80110 (“CITY”) and Golden Automation, LLC of 4071 Easley Way, Golden, CO 80403 (“CONSULTANT”) pursuant to the Professional Services Agreement entered into this day of , 2018. 2. NAMES, PHONE NUMBERS AND EMAILS OF PROJECT COORDINATORS CONSULTANT Contact Information: Fred Wilson, P.E. (303) 570-5909 Fred@GoldenAutomation.com 3. SUMMARY OF PURPOSE FOR STATEMENT OF WORK Due to the size and complexity of the control system and related systems, L/E WWTP staff may lack the time and/or knowledge for all aspects related to maintenance of the control system and its many subsystems and specialized networks. Due to the critical role the SCADA system plays in meeting permit requirements and operational objectives of the facility, it is important that I&C technicians and administrators have access to outside resources to ensure they can meet the challenges of maintaining such a complex system. Consultant shall provide programming services to assist treatment plant staff in the troubleshooting, maintenance, modification, or upgrade of the plant control system on an as- needed and as-requested basis. This may be required to perform specialized tasks, provide backup when key personnel are on vacation, or respond quickly to emergency situations that put the operation of the plant or meeting permits in jeopardy. 4. EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY CITY (IF ANY) CITY shall provide access to control system equipment and systems, computer servers, and licensed software as required to maintain system operation and provide CONSULTANT maintenance and troubleshooting resources required to perform the requested tasks. Page 88 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 14 PSA/18-09 SCADA System Programming and Maintenance L/E WWTP CITY shall provide remote access capability to allow remote troubleshooting and maintenance of systems to reduce travel cost and improve response time for emergency services. 5. OTHER CONSULTANT RESOURCES None. 6. DESCRIPTION OF WORK PRODUCT AND DELIVERABLES Work may be performed in one or more of the following service categories: On-Call: On call services will be provide on an as-needed and as-available basis, either during normal business hours, or non-business hours in the case of an emergency. The intent of on-call service is to provide backup to L/E WWTP personnel to respond if they are unable to, or to assist when the operation of the plant is in jeopardy. Remote Support: In many cases, assistance may be provided in a more timely manner and with reduced cost by remotely connecting into the plant’s control system to troubleshoot and/or resolve issues. No travel time or mileage expenses will be incurred for this type of service. Training: In order to continuously improve the knowledge and experience of L/E WWTP personnel, on-the-job training will be provided when other services are provided. In some cases, this will be provided as a verbal explanation and/or demonstration of the activity. In other cases, additional documentation or standard operating procedures may be developed in order to provide guidance for future occurrences of an issue. On request, formal training classes developed and given in the areas of plant operation, optimization, major changes to the system, or specific maintenance requirements. Consulting: Consulting services may be required to help plan or design potential projects, or to validate the work of other contractors or engineers to ensure their work product is consistent with plant standards and practices as well as current codes and industry standards. CONSULTANT shall perform and provide the following tasks at the request of facility staff: • Maintain PLC programs, HMI Graphics, Alarm Systems, Paging Systems, Control Networks, Historical Data Collection Systems, Asset Management Interface, and other related systems. • Repair or modify existing PLC programs, HMI graphics, or other related systems as required to maintain system operation or respond to system failures or anomalies. • Assist in the repair or replacement of instrumentation, control, or electrical equipment that interfaces with the SCADA system. • Provide proper documentation for modifications to PLC programs, computer programs, and graphics, consistent with existing facility standards. • Maintain the facility’s SCADA database with accurate and up-to-date information on system tags, I/O, Alarms, and Historical Data Collection. • Maintain the facility’s Drawings, Standard Operating Procedures, Control Strategy, or other documents. • Communicate the status of requested tasks via written communication. This may include communications via descriptions on invoices, email, text message, and/or letter. Page 89 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 15 PSA/18-09 SCADA System Programming and Maintenance L/E WWTP 7. SPECIAL TERMS, IF ANY None. 8. MODE OF PAYMENT CITY shall provide payment in the form of Check or Credit Card transaction. 9. PAYMENT SCHEDULE Payment shall be made for services rendered based on an hourly rate of $195.00. Invoices will include expenses and travel time to and from the site. Invoices shall be paid within 30 days. Estimated “not-to-exceed” annual service cost shall be $40,000. 10. SCHEDULE AND PERFORMANCE MILESTONES As work is provided on an as-needed and as-requested basis, City shall direct the work of Consultant and verify that services provided are consistent with plant standards and practices. 11. ACCEPTANCE AND TESTING PROCEDURES Acceptance of work product will be subject to approval by the facility’s SCADA administrator. 12. LOCATION OF WORK FACILITIES Portions of the work will be conducted by Consultant at its regular office located in Golden, CO. City will provide the Consultant office space and support as it agrees may be appropriate, at its Wastewater Treatment facility. Page 90 of 205 Page 91 of 205 Department City Manager’s Office Fund Littleton/Englewood Wastewater Treatment Plant Littleton/Englewood Wastewater Treatment Plant 6 BUDGET 2018 History and Budget Actual Actual Actual Actual Actual Budget Estimate Budget 2012 2013 2014 2015 2016 2017 2017 2018 Revenue Taxes - - - - - - - - Licenses & Permits - - - - - - - - Intergovernmental - - - - - - - - Charges for Services 12,683,922 12,840,644 13,446,490 13,650,689 13,299,210 14,752,381 14,692,308 15,456,934 Fines & Forfeitures - - - - - - - - Investment Income 12,920 (3,100) 8,419 6,035 8,492 23,447 23,447 23,447 Other 1,210,526 1,151,813 1,086,577 779,542 952,141 4,379,414 2,119,217 11,389,410 LT Debt Proceeds - - - - - - - - Transfers In - - - - - - - - Total Revenue 13,907,368 13,989,357 14,541,486 14,436,267 14,259,843 19,155,242 16,834,972 26,869,791 Percent Change 9.69%0.59%3.95%-0.72%-1.22%34.33%-12.11%59.61% Expenditure Personnel 6,204,395 6,425,244 6,680,552 7,037,402 7,047,867 7,411,788 7,587,165 8,386,675 Commodities 2,434,588 2,277,475 2,384,463 2,354,167 2,188,195 2,610,000 2,592,800 2,926,555 Contractual 3,808,150 3,937,808 3,988,412 4,065,975 3,809,019 5,053,454 4,830,704 4,456,561 Capital 1,460,235 1,348,831 1,488,059 978,723 1,214,763 4,080,000 1,824,303 11,100,000 Debt Service - - - - - - - - Transfer Out - - - - - - - - Total Expenditure 13,907,368 13,989,357 14,541,486 14,436,267 14,259,843 19,155,242 16,834,972 26,869,791 Percent Change 9.69%0.59%3.95%-0.72%-1.22%34.33%-12.11%59.61% - Employees FTE 77.50 77.50 77.40 77.40 77.40 77.40 78.40 86.00 Percent Change FTE 0.00%0.00%-0.13%0.00%0.00%0.00%1.29%9.69% Page 92 of 205 MINUTES SUPERVISORY COMMITTEE MEETING Thursday, February 15, 2018 2900 South Platte River Drive, Englewood CO 80110 L/E WWTP Conference Room 9:00 am ATTENDING: Supervisory Committee: Eric Keck Englewood City Manager Larry Nimmo Acting Englewood Public Works Director Keith Reester Acting Littleton Public Works Director Mark Relph Littleton City Manager Staff: Kacie Allard Communications & Data Supervisor Tom Brennan Englewood Utilities Director Kurt Carson Deputy Director, Operations & Maintenance Solutions Blair Corning Deputy Director, Strategic Programs Jenifer Doane Deputy Director, Business Admin. & Communications David Robbins Hill & Robbins, Plant Attorney Brenda Varner Government Relations Specialist GUESTS: Cynthia Lane Platte Canyon Water & San. District, Asst. Mgr. I. Call to Order The February Supervisory Committee (Committee) meeting was called to order by Blair Corning, Deputy Director of Strategic Programs at the Littleton / Englewood Wastewater Treatment Plant (L/E WWTP). II. Approval of Meeting Minutes of Previous Supervisory Committee Meeting The January Committee meeting minutes were approved via email on Monday, February 5, and Tuesday, February 6, 2018. Page 93 of 205 SUPERVISORY COMMITTEE MEETING MINUTES February 15, 2018 Page 2 of 4 III. Action Item(s) Administration Building Remodel Projects Blair Corning discussed the L/E WWTP Administration Building Remodel Project with the Committee. The L/E WWTP staff recommends that the Supervisory Committee approve a construction contract with W.O. Danielson Construction Company, Ltd for the Administration Building Remodel Projects in the amount of $317,600, and a 5% change order contingency in the amount of $15,800 for a total project cost of $333,400. This project includes the renovation of existing spaces to improve the safety and security of the L/E WWTP. Additionally, the project will add much needed work spaces to accommodate staff and provide efficiency, functionality and collaboration within the business group divisions. The Committee agreed to approve the project with the addition of an amendment to clarify the focus of the project as being part of a greater and more holistic long-term planning strategy, integrating current reorganization efforts. ACTION TAKEN – The Supervisory Committee made an amended motion to approve the contract with W.O. Danielson Construction Company, Ltd., for the L/E WWTP Administration Building Remodel Project, in the amount of $317,600, with a 5% change order contingency in the amount of $15,800, for a total project cost of $333,400. The amended motion clarifies the focus of the project on integration with future planning strategies. Eric Keck moved, Mark Relph seconded, all ayes, no nays. Motion approved. The L/E WWTP staff plans to present this project to the Englewood City Council for consideration in March 2018. Software / Hardware Support and Service Contract Renewals Jenifer Doane discussed the L/E WWTP’s Software / Hardware Support and Service Contract Renewals with the Committee. The L/E WWTP staff recommends the Supervisory Committee approve three (3) software/hardware support contracts with AmWest, Golden Automation and SimplexGrinnell, as they are essential to ensure the successful operation of the WWTP and prevention of permit violations. The SimplexGrinnell contract includes upgrades which will improve our fire detection, alarm and suppression systems at the plant that are necessary for employee safety. The cost of these contracts were budgeted under the Professional Services line item within the 2018 L/E WWTP budget. Staff is recommending the approval of total contracted services with AmWest in the amount of $30,000, total contracted services with Golden Automation in the amount of $79,600 and total contracted services with SimplexGrinnell in the amount of $86,485. ACTION TAKEN – The Supervisory Committee made a motion to approve the support and services contract with AmWest in the amount of $30,000, the support and software installation contract with Golden Automation in the amount of $79,600 and the Page 94 of 205 SUPERVISORY COMMITTEE MEETING MINUTES February 15, 2018 Page 3 of 4 comprehensive service contract including upgrades with SimplexGrinnell in the amount of $86,485. Mark Relph moved, Keith Reester seconded, all ayes, no nays. Motion approved. The L/E WWTP staff plans to present these contracts to the Englewood City Council for consideration in March 2018. IV. Informational Items The Supervisory Committee discussed these informational items with staff: Connector Open House Biogas to Renewable Natural Gas (RNG) Project – Schedule Update Water Quality Positioning Support Strategic Operating Plan (SOP) Update Industrial Mechanic Workforce Update Emergency Repairs Anaerobic Digester Complex o Kurt Carson gave the Supervisory Committee an update on an emergency situation which developed in the Anaerobic Digester Complex last week. On February 6, 2018, two (2) critical valves failed on Digester #5. Normally this would not be an emergency situation because the anaerobic digesters were designed to have sufficient redundancy, however since Digester #2 and Digester #3 are currently out-of-service for extensive repairs, they do not provide redundancy. Due to the failure of these valves and complete lack of redundancy, staff had to make significant temporary piping modifications to keep Digester #5 operational. However, the temporary modifications pose an unacceptable risk for long-term operation. To manage the risk, the L/E WWTP staff worked directly with Englewood City Manager, Eric Keck to procure emergency support services to expedite the repairs on Digester #3 to allow shut-down of Digester #5 for repairs. If there are any future problems, the L/E WWTP staff notify both City Managers. The L/E WWTP staff is currently developing a scope of work and fee estimate for the emergency work and will provide updates when available. SIO & Performance Management Initiatives and Tracking Date for Joint Annual City Council Study Session for 2018 Three (3)-Month Outlook for Supervisory Committee Action Items Financial Summary from December 2017 WWTP Influent Flow and Load Summary: o The measured flow to the L/E WWTP averaged 20.6 mgd in January 2018, which is a decrease of 0.2 mgd from December 2017. The measured flow split was 42.7% and 57.3% between the cities of Littleton and Englewood, respectively. Page 95 of 205 SUPERVISORY COMMITTEE MEETING MINUTES February 15, 2018 Page 4 of 4 V. Adjournment The next Supervisory Committee meeting is scheduled for Thursday, March 15, 2018. This meeting will be held from 9:00 am – 10:30 am, at the Littleton / Englewood Wastewater Treatment Plant. Adjourned at 10:30 am Recording Secretary Signature Brenda J. Varner The L/E WWTP Supervisory Committee approved the February 15, 2018 meeting minutes via email on March 2, 4 and 6, 2018. Eric Keck, Mark Relph, Larry Nimmo, and Keith Reester all ayes, no nays. Minutes approved. Page 96 of 205 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Jenifer Doane DEPARTMENT: WWTP DATE: March 19, 2018 SUBJECT: WWTP Golden Automation Factory Talk Software Upgrade DESCRIPTION: WWTP Golden Automation Factory Talk Software Upgrade RECOMMENDATION: The Littleton/Englewood Wastewater Treatment Plant (L/E WWTP) recommends that Council approve, by Motion, a contract with Golden Automation for software upgrades and programming for our Supervisory Control, Automation, and Data Acquisition (SCADA) System in the amount of $39,600. PREVIOUS COUNCIL ACTION: Council approval of the 2018 Littleton/Englewood Wastewater Treatment Plant Budget. It was also approved by the Supervisory Committee on Feb. 15, 2018. SUMMARY: The Factory Talk Software upgrade is an upgrade to our entire Rockwell software used to interface, maintain, manage, and modify our SCADA system. The most current version available is version 22. We are using version 18, which is about 5 years behind and we are experiencing compatibility issues with new hardware that gets installed. Most new hardware is compatible with version 20 or later. In order to upgrade our critical alarm system (FTAE), we’ll be required to be running a current, supported version of Factory Talk software. The plant process alarm system is one of the most critical components in the entire facility because it is the only means to notify operators that there is a problem in the plant. Therefore having a stable, reliable alarm system should be a top priority. The existing alarm system is unstable. It is the most prone to failure of any component of the system and has recently began experiencing increased failures. This is primarily due to the fact that it hasn't changed since 1995. One of the key features, alarm suppression, requires a very complex startup routine that has proven to be unreliable. This is one of the key components of instability in the current system. Rockwell's software development focus is on their new FTAE software which is newer, more stable, and has more features. The existing system relies on the city network email system to deliver critical data to users. The data then gets forwarded to a cellular network to get to the user. While this has been fairly Page 97 of 205 reliable, there have been multiple instances where the email system has failed to deliver critical messages. Win911 can use a cellular modem built into the computer so it bypasses the email system for higher reliability. The existing system will be kept as a backup so that we have two ways of paging - one on independent cellular network and one on the city network. The existing paging system provides non-specific information to the person being paged, and does not discern very well between low and high priority alarms. The new alarm system works seamlessly with Win911 software to provide very specific information for highly critical alarms. ANALYSIS: Due to the critical role the SCADA systems plays in meeting permit requirements and operational objectives of the facility, it is important that we install and run the latest versions of software and utilize the full capacity of the SCADA system to prevent permit violations and ensure the safety of the community. FINANCIAL IMPLICATIONS: The cost for the Factory Talk & Alarm software and programming is $39,600. The proposal amount has been budgeted and is available under the 2018 Professional Services Budget. Costs will be shared by the Cities of Englewood and Littleton. ALTERNATIVES: If we do not make the software upgrades we put the organization at risk for permit violations and subject to increasing costs. Rockwell is reducing their support on these older versions and is no longer providing any further “patches” for compatibility with newer hardware. This version is becoming increasingly expensive to maintain and integrate with newer equipment and is becoming less stable. CONCLUSION: These software upgrades are necessary for the optimal operation of the plant and the safety of our employees. It will help to ensure we meet permit requirements and project our community's vital resources. It will help make sure we have the most up to date system. In order to maintain such a complex system we need support contracts with both AmWest and Golden Automation. AmWest support ensures our instrumentation and field equipment work properly and information is collected correctly and communicated to the SCADA system. While, Golden Automation provides programming and development support such as software upgrades and installation. Both are needed to support the complex system that we rely on to successfully operate the plant. ATTACHMENTS: Contract Approval Summary - Golden Automation Factory Talk Software Upgrade Contract - Golden Automation Factory Talk Software Upgrade WWTP 2018 Budget Sheets - Golden Automation Factory Talk Software Upgrade Approved Supervisory Committee Minutes - Golden Automation Factory Talk Software Upgrade Page 98 of 205 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: Jenifer Doane Phone: 303-762-2642 Title: Deputy Director of Business Administration and Communications Email: jdoane@englewoodco.gov Vendor Contact Information Vendor Name: Golden Automation, LLC Vendor Contact: Fred Wilson, P.E. Vendor Address: 4071 Easley Way Vendor Phone: (303) 570-5909 City: Golden Vendor Email: Fred@GoldenAutomation.com State: CO Zip Code: 80403 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: 2018 End Date: 2019 Total Years of Term: 1 Total Amount of Contract for term (or estimated amount if based on item pricing): $39,600.00 If Amended: Original Amount $ Amendment Amount $ Total as Amended: $ Renewal options available: Payment terms (please describe terms or attach schedule if based on deliverables): Project pricing is lump sum including all labor, travel, and incidental expenses. Work will be invoiced monthly based on the following schedule of values and the progress (percent completion) on each scheduled work category. Attachments: ☐Copy of original Contract if this is an amendment ☐Copies of related Contracts/Conveyances/Documents PSA/18-__ SCADA System Upgrades Page 99 of 205 Contract Approval Summary V10/25/2017 Page | 2 Source of funds: Budgeted Funds: $40,000 Line Item Description: Professional Services 54201 Line Item Total Funding: $1,000,000 Portion of Line Item spent to date: $0.00 Funding Source: Fund: 90 Division Code: 1712 Note (if needed): Attachments: ☒Copy of budget page from current budget book if contract value $25,000 or over or requires Council approval. 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 below ☐Other: Please describe Fred Wilson, with Golden Automation, is the Electrical Engineer of record as well as the SCADA Engineer and Programmer for L/E WWTP going back to the Phase 1B project in the 1990’s. Because of his intimate knowledge and experience of our state of the art and very complex process control system, Fred is able to routine provide programming, troubleshooting, and maintenance of our SCADA system in a very efficient manner, and is often able to provide assistance remotely and during off hours, making his services very cost effective. Fred is also very familiar with our plant processes, which allows him to be able to perform work on these systems without any process interruptions over 90% of the time. Page 100 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 1 PSA/18-10 SCADA System Upgrades L/E WWTP PROFESSIONAL SERVICES AGREEMENT Contract Number PSA/18-10 SCADA System Upgrades $ 39,600 This Professional Services Agreement (the “Agreement”) is made as of this ____, day of ________ 2018, (the “Effective Date”) by and between Golden Automation, LLC (“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 a nd 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 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 Page 101 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 2 PSA/18-10 SCADA System Upgrades L/E WWTP 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, Consultant 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 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. Page 102 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 3 PSA/18-10 SCADA System Upgrades L/E WWTP 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 or is renewed after the one year period. In the event that the parties desire to renew the Agreement, the parties shall execute an amendment extending the Agreement for an additional one year period. (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. (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 Page 103 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 4 PSA/18-10 SCADA System Upgrades L/E WWTP 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, 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 Page 104 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 5 PSA/18-10 SCADA System Upgrades L/E WWTP 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. 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 Page 105 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 6 PSA/18-10 SCADA System Upgrades L/E WWTP 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. (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. Notwith-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 Page 106 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 7 PSA/18-10 SCADA System Upgrades L/E WWTP 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 one million dollars ($1,000,000) per occurrence and two million per aggregate. (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. (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 Page 107 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 8 PSA/18-10 SCADA System Upgrades L/E WWTP 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, including the following document(s): Schedule A - Outline of Statement of Work and all documents attached hereto have been signed by the contractor. 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 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, Page 108 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 9 PSA/18-10 SCADA System Upgrades L/E WWTP 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. 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 Page 109 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 10 PSA/18-10 SCADA System Upgrades L/E WWTP 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. 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 Page 110 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 11 PSA/18-10 SCADA System Upgrades L/E WWTP 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 111 of 205 Page 112 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 13 PSA/18-10 SCADA System Upgrades L/E WWTP SCHEDULE A OUTLINE OF STATEMENT OF WORK 1. GENERAL The purpose of this proposal is to define services for SCADA System Upgrades for the Littleton/Englewood Wastewater Treatment Plant (L/E WWTP). Services will include upgrade of SCADA servers to Windows Server 2016 operating system, upgrade of the existing FactoryTalk View SE application to version 9.0, and migration of the alarm management system from the older ‘classic’ alarms to FactoryTalk Alarms and Events (FTAE). Agreement made and entered into by and between City of Englewood, Colorado, 1000 Englewood Parkway Englewood, CO 80110 (“CITY”) and Golden Automation, LLC of 4071 Easley Way, Golden, CO 80403 (“CONSULTANT”) pursuant to the Professional Services Agreement entered into this ____ day of _____________, 2018. 2. NAMES, PHONE NUMBERS AND EMAILS OF PROJECT COORDINATORS CONSULTANT Contact Information: Fred Wilson, P.E. (303) 570-5909 Fred@GoldenAutomation.com 3. SUMMARY OF PURPOSE FOR STATEMENT OF WORK The operating system and software upgrades are necessary to reduce exposure to computer viruses and malware, improve system performance and stability, reduce overall complexity, and provide the latest software functionality and features. The alarm system is one of the most critical components in the entire facility because it is the only means to notify operators that there is a problem in the plant. Therefore, having a stable and reliable alarm system is a top priority. 4. EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY CITY (IF ANY) CITY shall provide access to control system equipment and systems, computer servers, and licensed software as required to maintain system operation and provide CONSULTANT maintenance and troubleshooting resources required to perform the requested tasks. CITY shall provide remote access capability to allow remote troubleshooting and maintenance of systems to reduce travel cost and improve response time for emergency services. CITY shall provide five (5) new virtual windows servers in the existing SCADA VMWare system. Servers shall be pre-built and fully licensed with the Windows Server 2016 operating system and Microsoft Office software. Server names and IP addresses to be pre-defined as part of this project. Page 113 of 205 ___________________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 14 PSA/18-10 SCADA System Upgrades L/E WWTP CITY shall provide one (1) new W indows workstation with the Windows 10 operating system and Microsoft Office software. Workstation name and IP address to be pre-defined as part of this project. CITY shall provide one of the servers with fully-licensed Microsoft SQL Server 2016 software. CITY shall provide Win911 alarm paging software, and if desired, cellular modem for paging independent of plant networking infrastructure. Modem shall be compatible with Windows 10 workstation described above. Version and options of Win911 software to be defined as part of this project. 5. OTHER CONSULTANT RESOURCES None. 6. DESCRIPTION OF WORK PRODUCT AND DELIVERABLES The proposed work falls into the following main categories, which are also used for progress invoicing: Planning and documentation: Modifications to the existing alarm system will require working with L/E WWTP to refine the migration approach based on new features available in FTAE. As these refinements are made, documentation in the form of emails, texts, and/or memos will be provided to ensure L/E WWTP remain engaged in the project. Modification of Programmable Logic Controller (PLC) code to support handshaking with FTAE: PLCs are the main control processors for plant automation. Their functionality includes communicating with field equipment, controlling motors and valves, executing control strategies, and generating process alarms. The alarm features programmed into the PLCs include features that work with the HMI software to help operators understand th e status of equipment and instruments, as well as manage alarms within the HMI. The alarm information passed back and forth between the PLC and HMI is usually referred to as “handshaking”. Since the new FTAE system has different features than the old system, the handshaking component of the PLC must be modified to match the new FTAE system. This requires modifications to PLC tags and logic. Server upgrades and application migration: This activity includes the core migration of servers and applications to the new operating system and software versions. Most application content will migrate smoothly, while some components such as ActiveX components may require custom work to complete the migration. Conversion of HMI alarming to FTAE: This activity includes removal of old features associated with “classic” alarming and replacing them with new content related to FTAE. It also includes the core migration of the classic alarm database to the new FTAE format – over 10,000 alarms to be converted. Since this portion also creates a revised interface for HMI users, it also includes a training component to bring users up-to-speed on the new features. Page 114 of 205 Page 115 of 205 Page 116 of 205 Page 117 of 205 Page 118 of 205 Department City Manager’s Office Fund Littleton/Englewood Wastewater Treatment Plant Littleton/Englewood Wastewater Treatment Plant 6 BUDGET 2018 History and Budget Actual Actual Actual Actual Actual Budget Estimate Budget 2012 2013 2014 2015 2016 2017 2017 2018 Revenue Taxes - - - - - - - - Licenses & Permits - - - - - - - - Intergovernmental - - - - - - - - Charges for Services 12,683,922 12,840,644 13,446,490 13,650,689 13,299,210 14,752,381 14,692,308 15,456,934 Fines & Forfeitures - - - - - - - - Investment Income 12,920 (3,100) 8,419 6,035 8,492 23,447 23,447 23,447 Other 1,210,526 1,151,813 1,086,577 779,542 952,141 4,379,414 2,119,217 11,389,410 LT Debt Proceeds - - - - - - - - Transfers In - - - - - - - - Total Revenue 13,907,368 13,989,357 14,541,486 14,436,267 14,259,843 19,155,242 16,834,972 26,869,791 Percent Change 9.69%0.59%3.95%-0.72%-1.22%34.33%-12.11%59.61% Expenditure Personnel 6,204,395 6,425,244 6,680,552 7,037,402 7,047,867 7,411,788 7,587,165 8,386,675 Commodities 2,434,588 2,277,475 2,384,463 2,354,167 2,188,195 2,610,000 2,592,800 2,926,555 Contractual 3,808,150 3,937,808 3,988,412 4,065,975 3,809,019 5,053,454 4,830,704 4,456,561 Capital 1,460,235 1,348,831 1,488,059 978,723 1,214,763 4,080,000 1,824,303 11,100,000 Debt Service - - - - - - - - Transfer Out - - - - - - - - Total Expenditure 13,907,368 13,989,357 14,541,486 14,436,267 14,259,843 19,155,242 16,834,972 26,869,791 Percent Change 9.69%0.59%3.95%-0.72%-1.22%34.33%-12.11%59.61% - Employees FTE 77.50 77.50 77.40 77.40 77.40 77.40 78.40 86.00 Percent Change FTE 0.00%0.00%-0.13%0.00%0.00%0.00%1.29%9.69% Page 119 of 205 MINUTES SUPERVISORY COMMITTEE MEETING Thursday, February 15, 2018 2900 South Platte River Drive, Englewood CO 80110 L/E WWTP Conference Room 9:00 am ATTENDING: Supervisory Committee: Eric Keck Englewood City Manager Larry Nimmo Acting Englewood Public Works Director Keith Reester Acting Littleton Public Works Director Mark Relph Littleton City Manager Staff: Kacie Allard Communications & Data Supervisor Tom Brennan Englewood Utilities Director Kurt Carson Deputy Director, Operations & Maintenance Solutions Blair Corning Deputy Director, Strategic Programs Jenifer Doane Deputy Director, Business Admin. & Communications David Robbins Hill & Robbins, Plant Attorney Brenda Varner Government Relations Specialist GUESTS: Cynthia Lane Platte Canyon Water & San. District, Asst. Mgr. I. Call to Order The February Supervisory Committee (Committee) meeting was called to order by Blair Corning, Deputy Director of Strategic Programs at the Littleton / Englewood Wastewater Treatment Plant (L/E WWTP). II. Approval of Meeting Minutes of Previous Supervisory Committee Meeting The January Committee meeting minutes were approved via email on Monday, February 5, and Tuesday, February 6, 2018. Page 120 of 205 SUPERVISORY COMMITTEE MEETING MINUTES February 15, 2018 Page 2 of 4 III. Action Item(s) Administration Building Remodel Projects Blair Corning discussed the L/E WWTP Administration Building Remodel Project with the Committee. The L/E WWTP staff recommends that the Supervisory Committee approve a construction contract with W.O. Danielson Construction Company, Ltd for the Administration Building Remodel Projects in the amount of $317,600, and a 5% change order contingency in the amount of $15,800 for a total project cost of $333,400. This project includes the renovation of existing spaces to improve the safety and security of the L/E WWTP. Additionally, the project will add much needed work spaces to accommodate staff and provide efficiency, functionality and collaboration within the business group divisions. The Committee agreed to approve the project with the addition of an amendment to clarify the focus of the project as being part of a greater and more holistic long-term planning strategy, integrating current reorganization efforts. ACTION TAKEN – The Supervisory Committee made an amended motion to approve the contract with W.O. Danielson Construction Company, Ltd., for the L/E WWTP Administration Building Remodel Project, in the amount of $317,600, with a 5% change order contingency in the amount of $15,800, for a total project cost of $333,400. The amended motion clarifies the focus of the project on integration with future planning strategies. Eric Keck moved, Mark Relph seconded, all ayes, no nays. Motion approved. The L/E WWTP staff plans to present this project to the Englewood City Council for consideration in March 2018. Software / Hardware Support and Service Contract Renewals Jenifer Doane discussed the L/E WWTP’s Software / Hardware Support and Service Contract Renewals with the Committee. The L/E WWTP staff recommends the Supervisory Committee approve three (3) software/hardware support contracts with AmWest, Golden Automation and SimplexGrinnell, as they are essential to ensure the successful operation of the WWTP and prevention of permit violations. The SimplexGrinnell contract includes upgrades which will improve our fire detection, alarm and suppression systems at the plant that are necessary for employee safety. The cost of these contracts were budgeted under the Professional Services line item within the 2018 L/E WWTP budget. Staff is recommending the approval of total contracted services with AmWest in the amount of $30,000, total contracted services with Golden Automation in the amount of $79,600 and total contracted services with SimplexGrinnell in the amount of $86,485. ACTION TAKEN – The Supervisory Committee made a motion to approve the support and services contract with AmWest in the amount of $30,000, the support and software installation contract with Golden Automation in the amount of $79,600 and the Page 121 of 205 SUPERVISORY COMMITTEE MEETING MINUTES February 15, 2018 Page 3 of 4 comprehensive service contract including upgrades with SimplexGrinnell in the amount of $86,485. Mark Relph moved, Keith Reester seconded, all ayes, no nays. Motion approved. The L/E WWTP staff plans to present these contracts to the Englewood City Council for consideration in March 2018. IV. Informational Items The Supervisory Committee discussed these informational items with staff: Connector Open House Biogas to Renewable Natural Gas (RNG) Project – Schedule Update Water Quality Positioning Support Strategic Operating Plan (SOP) Update Industrial Mechanic Workforce Update Emergency Repairs Anaerobic Digester Complex o Kurt Carson gave the Supervisory Committee an update on an emergency situation which developed in the Anaerobic Digester Complex last week. On February 6, 2018, two (2) critical valves failed on Digester #5. Normally this would not be an emergency situation because the anaerobic digesters were designed to have sufficient redundancy, however since Digester #2 and Digester #3 are currently out-of-service for extensive repairs, they do not provide redundancy. Due to the failure of these valves and complete lack of redundancy, staff had to make significant temporary piping modifications to keep Digester #5 operational. However, the temporary modifications pose an unacceptable risk for long-term operation. To manage the risk, the L/E WWTP staff worked directly with Englewood City Manager, Eric Keck to procure emergency support services to expedite the repairs on Digester #3 to allow shut-down of Digester #5 for repairs. If there are any future problems, the L/E WWTP staff notify both City Managers. The L/E WWTP staff is currently developing a scope of work and fee estimate for the emergency work and will provide updates when available. SIO & Performance Management Initiatives and Tracking Date for Joint Annual City Council Study Session for 2018 Three (3)-Month Outlook for Supervisory Committee Action Items Financial Summary from December 2017 WWTP Influent Flow and Load Summary: o The measured flow to the L/E WWTP averaged 20.6 mgd in January 2018, which is a decrease of 0.2 mgd from December 2017. The measured flow split was 42.7% and 57.3% between the cities of Littleton and Englewood, respectively. Page 122 of 205 SUPERVISORY COMMITTEE MEETING MINUTES February 15, 2018 Page 4 of 4 V. Adjournment The next Supervisory Committee meeting is scheduled for Thursday, March 15, 2018. This meeting will be held from 9:00 am – 10:30 am, at the Littleton / Englewood Wastewater Treatment Plant. Adjourned at 10:30 am Recording Secretary Signature Brenda J. Varner The L/E WWTP Supervisory Committee approved the February 15, 2018 meeting minutes via email on March 2, 4 and 6, 2018. Eric Keck, Mark Relph, Larry Nimmo, and Keith Reester all ayes, no nays. Minutes approved. Page 123 of 205 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Alison McKenney Brown DEPARTMENT: City Attorney's Office DATE: March 19, 2018 SUBJECT: CB 9 - An Ordinance Amending Title 1, Chapter 5, Section 1-5-2-8 of the Englewood Municipal Code 2000, Adopting "Bob's Rules of Order" as the Rules of Procedure Governing Meetings of the City Council of the City of Englewood, Colorado DESCRIPTION: CB 9 - An Ordinance Amending Title 1, Chapter 5, Section 1-5-2-8 of the Englewood Municipal Code 2000, Adopting "Bob's Rules of Order" as the Rules of Procedure Governing Meetings of the City Council of the City of Englewood, Colorado RECOMMENDATION: Staff recommends Council approve, on 1st Reading, Council Bill 9 - An Ordinance Amending Title 1, Chapter 5, Section 1-5-2-8 of the Englewood Municipal Code 2000, Adopting "Bob's Rules of Order" as the Rules of Procedure Governing Meetings of the City Council of the City of Englewood, Colorado. PREVIOUS COUNCIL ACTION: Staff provided Council with a draft Policy Manual and Rules of Procedure Manual at the November 13 Council Orientation. Attorney Bob Widner presented to Council on rules of order and procedures at the December 18 special meeting. Council reviewed the draft Rules of Procedure Manual at the March 12 Study Session, provided revisions, and reached consensus to direct staff to bring forth an ordinance for adopting the Rules of Procedure. SUMMARY: Englewood City Charter Section 27 provides that the Council is to adopt, by ordinance, Rules of Procedure to govern the rules of debate and order of City Council. Current City Code outlines several provisions related to rules of debate under Title 1, Section 5-2-8. Current Code declares Robert's Rules of Order as the governing method of procedure. A common criticism of Robert's Rules of Order is that it is, at times, too complicated to be useful to local governments. It requires the appointment of a parliamentarian to ensure Robert's Rules are adhered to during meetings. Due to inconsistent processes, Council indicated an interest in revisiting their governing rules of order and debate to improve and simplify the operation of meetings. Page 124 of 205 At the direction of Council, the City Attorney's Office adapted the 2013 version of Bob's Rules of Order, authored by Attorney Bob Widner, to meet the needs of the body. Additions and revisions were made to the 2013 version of Bob's Rules of Order as approved by consensus of the City Council. ANALYSIS: The following are amendments to Bob’s Rules of Order (2013) that are incorporated into the proposed version for adoption: 1. Inclusion of a privileged motion entitled “Point of Decorum”. a. Point of Decorum is a request of a member, requiring a second, for the body as a whole to review an act of a member for conformance with the rules of Decorum, as such rules have been established, and adopted by, the body as a whole. It shall require approval by a majority of the quorum present. It shall not be debatable. b. An example of the use of a Point of Decorum shall also be included. 2. Modification of the rule regarding abstention. No Abstention. An unexcused member’s vote to “abstain” or other similar declaration other than “aye” or “nay” shall be recorded as a “nay” vote on the pending motion or matter. Abstentions. Abstentions shall not be counted as either a vote in favor or against the proposition before the body. • A member declaring a conflict of interest in regard to a matter pending before the body and thereafter abstaining from the discussion and vote may not leave the room and does not change quorum for purposes of establishing a valid meeting of the body. • If, after a member declares a conflict of interest, the remaining members of the body eligible to act upon the matter do not equal a quorum, the matter should be tabled to the next regular meeting at which a quorum of members is available to decide the matter, unless immediate action is necessary and proper. This rule shall be construed to weigh against allowing less than a quorum of the membership to act upon a matter before the body. All amendments shall be incorporated into Bob’s Rules of Order (2013) and known as “Bob Rules of Order [version 1-18]”. Version numbers shall be updated to correspond to each modification to the rules of order adopted by the City Council in the future. FINANCIAL IMPLICATIONS: N/A ALTERNATIVES: Without adpotion, Council rules of debate would remain as outlined in Title 1, Chapter 5, Section 1-5-2-8 of municipal code. ATTACHMENTS: CB #9 Bob's Rules of Order Page 125 of 205 1 BY AUTHORITY ORDINANCE NO. ____ COUNCIL BILL NO. 9 SERIES OF 2018 INTRODUCED BY COUNCIL MEMBER _______________ A BILL FOR AN ORDINANCE AMENDING TITLE 1, CHAPTER 5, SECTION 1-5-2-8 OF THE ENGLEWOOD MUNICIPAL CODE 2000, ADOPTING “BOB’S RULES OF ORDER” AS THE RULES OF PROCEDURE GOVERNING MEETINGS OF THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO. WHEREAS, Efficient and well run public meetings are a necessity for local government to assure all scheduled business is accomplished, voices are equally heard, and differences of opinion air aired amicably; WHEREAS, The City Council of the City of Englewood has reviewed “Bob’s Rules of Order”, a simplified set of rules of parliamentary procedure developed by Robert Widner to more effectively manage local government meetings and decision-making within Colorado; and WHEREAS, Englewood City Charter Section 27 provides that “Council shall by ordinance prescribe the rules of procedure governing meetings”. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section 1. Amendment of Title 1, Chapter 5, Section 1-5-2-8. Title 1, Chapter 5, Section 1-5-2-8 of the Englewood Municipal Code shall be amended as follows: 1-5-2-8: Rules of Debate and Parliamentary Procedure. A. Presiding Officer. The Mayor or such other member of the Council as may be presiding, may move, second and debate from the chair, subject only to such limitations of debate as are by these rules imposed on all members, and shall not be deprived of any of the rights and privileges of a Councilman by reason of his acting as the presiding officer. B. Getting the Floor. Every member desiring to speak shall address the chair, and upon recognition by the presiding officer, shall confine himself to the question under debate, avoiding all personalities and indecorous language. C. Interruptions. A member, once recognized, shall not be interrupted when speaking unless it be to call him to order, or as herein otherwise provided. If a member, while speaking, be called to order, he shall cease speaking until the question of order be determined and if in order, he shall be permitted to proceed. D. Privilege of Closing Debate. The Councilman moving the adoption of an ordinance or resolution shall have the privilege of closing the debate. Page 126 of 205 2 E. Motion to Reconsider. A motion to reconsider any action taken by the Council may be made at any time, subject only to the following limitations. Passage of an ordinance may be reconsidered at any time prior to the time such ordinance becomes effective. Any action of the Council having as its ultimate purpose the vesting of any contractual or quasi-contractual right may be reconsidered at any time before the actual vesting of such right. A motion to reconsider must be made by one of the prevailing side, but may be seconded by any member, and may be made at any time and have precedence over all other motions or while a member has the floor; it shall be debatable. Nothing herein shall be construed to prevent any member of the Council from making or remaking the same or any other motion at a subsequent meeting of the Council. F. Remarks Entered in Minutes. A Councilman may request, through the presiding officer, the privilege of having an abstract of his statement on any subject under consideration by the Council entered in the minutes. If the Council consents thereto, such statement shall be entered in the minutes. G. Synopsis of Debate. The Clerk may be directed by the presiding officer, with the consent of the Council, to enter in the minutes a synopsis of the discussion on any question coming regularly before the Council. H. Rules of Order. There is hereby adopted by reference by the City of Englewood, Colorado, for the purpose of establishing rules of procedure for governing meetings in accordance with Charter Section 27 Robert's Rules of Order Bob’s Rules of Order (2013), as written and distributed by Robert C. Widner, 13133 E. Arapahoe Road, Suite 100, Centennial, Colorado 80112. Bob’s Rules of Order (2013), including those amendments set forth below, shall govern the procedure of the meetings of the City Council in all cases where applicable and where not inconsistent with the Charter or the rules and procedures herein fixed by the Council or other provisions of this Code. One copy of Bob’s Rules of Order [version 1-18], with amendments as adopted, shall be provided to each member of the City Council, the City Manager, the City Attorney, and the City Clerk upon adoption, and at the first meeting in January thereafter, and shall also be made available to the public for inspection at the office of the City Clerk, and may be posted to the City’s website with the permission of the author. All amendments as set forth herein shall be incorporated into Bob’s Rules of Order (2013) and known as “Bob Rules of Order [version 1-18]”. Version numbers shall be updated to correspond to each modification to the rules of order adopted by the City Council. Amendments to Bob’s Rules of Order (2013) shall be as follows: 1. Inclusion of a privileged motion entitled “Point of Decorum”. a. Point of Decorum is a request of a member, requiring a second, for the body as a whole to review an act of a member for conformance with the rules of Decorum, as such rules have been established, and adopted by, the body as a whole. It shall require approval by a majority of the quorum present. It shall not be debatable. b. An example of the use of a Point of Decorum shall also be included. 2. Modification of the rule regarding abstention. Page 127 of 205 3 No Abstention. An unexcused member’s vote to “abstain” or other similar declaration other than “aye” or “nay” shall be recorded as a “nay” vote on the pending motion or matter. Abstentions. Abstentions shall not be counted as either a vote in favor or against the proposition before the body. • A member declaring a conflict of interest in regard to a matter pending before the body and thereafter abstaining from the discussion and vote may not leave the room and does not change quorum for purposes of establishing a valid meeting of the body. • If, after a member declares a conflict of interest, the remaining members of the body eligible to act upon the matter do not equal a quorum, the matter should be tabled to the next regular meeting at which a quorum of members is available to decide the matter, unless immediate action is necessary and proper. This rule shall be construed to weigh against allowing less than a quorum of the membership to act upon a matter before the body. Section 2. The following general provisions shall apply to interpretation and application of this Ordinance: A. Severability. If any clause, sentence, paragraph, or part of this Ordinance or the application thereof to any person or circumstances shall for any reason be adjudged by a court of competent jurisdiction invalid, such judgment shall not affect, impair or invalidate the remainder of this Ordinance or it application to other persons or circumstances. B. Inconsistent Ordinances. All other Ordinances or portions thereof inconsistent or conflicting with this Ordinance or any portion hereof are hereby repealed to the extent of such inconsistency or conflict. C. Effect of repeal or modification. The repeal or modification of any provision of the Code of the City of Englewood by this Ordinance shall not release, extinguish, alter, modify, or change in whole or in part any penalty, forfeiture, or liability, either civil or criminal, which shall have been incurred under such provision, and each provision shall be treated and held as still remaining in force for the purposes of sustaining any and all proper actions, suits, proceedings, and prosecutions for the enforcement of the penalty, forfeiture, or liability, as well as for the purpose of sustaining any judgment, decree, or order which can or may be rendered, entered, or made in such actions, suits, proceedings, or prosecutions. D. Safety Clauses. The City Council hereby finds, determines, and declares that this Ordinance is promulgated under the general police power of the City of Englewood, that it is promulgated for the health, safety, and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The City Council further determines that the Ordinance bears a rational relation to the proper legislative object sought to be obtained. Page 128 of 205 4 Introduced, read in full, and passed on first reading on the 19th day of March, 2018. Published by Title as a Bill for an Ordinance in the City’s official newspaper on the 22nd day of March, 2017. Published as a Bill for an Ordinance on the City’s official website beginning on the 21st day of March, 2017. Rita Russell, Mayor Pro Tem ATTEST: _________________________________ Stephanie Carlile, City Clerk I, Stephanie Carlile, City Clerk of the City of Englewood, Colorado, hereby certify that the above and foregoing is a true copy of a Bill for an Ordinance, introduced, read in full, and passed on first reading on the 19th day of March, 2018. Stephanie Carlile Page 129 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 1 of 21 “Bob’s Rules of Order” as adopted and amended Englewood, Colorado April 2, 2018 [version 1-18] Robert (Bob) Widner Excerpts from Colorado Handbook for Effective Local Government Meetings (Publication Pending) Introduction Efficient and well run public meetings are a necessity for local government. An efficient and well run meeting allows all scheduled business to be accomplished, voices to be equally heard, and differences of opinion to be aired amicably. Whether the meet ing issues are deeply challenging and emotional or simply ministerial and non-confrontational, a well-run meeting leaves all participants feeling that the decisions made during the meeting are the product of fairness, equality, and respect. Poorly run meetings can undermine confidence in local government by allowing a perceived inequality among participants when engaged in debate and discussion, injecting conflict and argument between the participants, and adding confusion to the decision making process and uncertainly in the eventual decision. Unfortunately, efficient and well-run meetings for many Colorado local governments may be the exception and not the rule. The seminal handbook, Roberts Rules of Order, is perhaps the most widely known set of rules designed to facilitate and manage meetings. Beginning with the pocket handbook first drafted in 1878, and with significant rewriting and amendment since that time, Roberts Rules of Order has evolved into a complex set of rules intended to organize large meetings of every type. Due to the sheer volume and complexity of Roberts Rules of Order, it is unreasonable for all meeting participants to fully comprehend and gain a working knowledge of Roberts Rules of Order. As a result, Roberts Rules of Order is often ineffective for use in conducting the meetings of local government. “Bob’s Rules of Order” is intended as a simplified set of rules better suited to manage local government meetings and decision-making within Colorado. Although Bob’s Rules of Order calls upon the basic concepts offered by Robert’s Rules, Bob’s Rules pares down the available motions to those essential to advance the goal of running an efficient public meeting for Colorado local government. Key Terminology Amendment (or to Amend) - An amendment is a motion to change, to add words to, or to omit words from, a pending main motion. The change is usually to clarify or improve the wording of the original motion and must, of course, be germane to that motion. Body – The formally constituted organization commissioned with the obligation and duty to act on behalf of the local government. Page 130 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 2 of 21 Chairperson – The person appointed or elected to preside over the meeting. Floor – The privilege or right to speak to the body. Member – A person appointed or elected to hold office as a recognized participant of the body. Motion – A formal proposal seeking specific action by the body typically preceded by the words “I move that ...” Motions are generally introduced by voice but may be presented in writing. Moving Party – The Member presenting a motion or point for action by the body. Out of Order – An act or action that fails to comport with these Rules of Order Point – A declaration of a member addressed to the chairperson requesting to bring before the body a matter for immediate decision or resolution. There are three recognized points: (1) Point or Order; (2) Point of Information; and (3) Point of Appeal. Second – An oral declaration by a Member to express that a motion offered to the body should receive debate or discussion. General Rules Governing the Meeting • Floor Required to Address Body. Except when raising a Point (Point of Order, Point of Information, or Point of Appeal), a Member must first be recognized by the Chairperson and be given the floor in order to address the Body. • Time Limit for Floor. A Member’s right to the floor should be limited to five (5) minutes. A Member may request that the Chairperson grant additional time. Such request should customarily be granted by the Chairperson unless the Chairperson determines that other Members are waiting to be recognized to obtain the floor or that meeting efficiency necessitates that the requested extension be denied. When one Member is denied a request for an extension of time to speak, no other Member shall be granted an extension of time for the same agenda item. • Limitation on Obtaining Floor. A Member should only speak once to any motion under debate until such time that all others seeking the floor have been provided an opportunity to speak to the motion. • No Interruptions or Side Discussions. In order to maintain a clear recorded meeting record, only one person shall speak at any one time. Interrupting a person who has the floor or engaging in side discussions while another person has the floor is out of order. • Second Required for Debate. All motions must receive a second before debate or discussion may begin. A second does not connote approval of the motion but only that the Member offering the second supports fuller discussion of the motion. • Chairperson Discretion. The Chairperson may independently decide to deviate from the Rules of Order in order to increase meeting efficiency and to best enable full and informed discussion of a matter before the Body. However, such independent action by the Chairperson remains subject to a Point of Order and Page 131 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 3 of 21 Point of Appeal through which a Member can bring the meeting into full compliance with the Rules of Order. • Voting: Vote Requirement. A majority vote of the quorum present is required for any motion unless a different requirement is set by these Rules of Order or by applicable law. For example, a supermajority (2/3rds of quorum present) is required for a Motion to Call the Question pursuant to these Rules of Order and a supermajority (2/3rds of a quorum present) is required for a motion for executive session pursuant to the Colorado Open Meetings Law (C.R.S. § 24-6-402(4)). Aye or Nay Vote Required. A vote of aye or nay (or another form of affirmative or negative declaration such as “yes” or “no”) shall be taken upon motions. Every Member, when present, must vote aye or nay unless: (1) The Member is excused by the Chairperson due to the Member’s declaration of a conflict of interest at the introduction of the agenda item or immediately upon discovery of a legally recognized conflict of interest; or (2) The Member is excused by the Chairperson because the member is without sufficient information upon which to enable an informed vote due to an absence at a prior meeting, e.g., the member did not attend the meeting for which meeting minutes are moved for approval. No Abstention. An unexcused member’s vote to “abstain” or other similar declaration other than “aye” or “nay” shall be recorded as a “nay” vote on the pending motion or matter. Abstentions. Abstentions shall not be counted as either a vote in favor or against the proposition before the body. A member declaring a conflict of interest in regard to a matter pending before the body and thereafter abstaining from the discussion and vote may not leave the room and does not change quorum for purposes of establishing a valid meeting of the body. If, after a member declares a conflict of interest, the remaining members of the body eligible to act upon the matter do not equal a quorum, the matter should be tabled to the next regular meeting at which a quorum of members is available to decide the matter, unless immediate action is necessary and proper. This rule shall be construed to weigh against allowing less than a quorum of the membership to act upon a matter before the body. No Explanation of Vote. Members shall not explain their vote except during discussion and deliberation prior to the calling of the vote on the question. Any attempt to explain a vote or to condition the vote immediately prior to casting the vote is out of order. Page 132 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 4 of 21 Meeting Notice, Minutes, and Recording of Meetings A. Notice The most effective meetings involve active participation by varying viewpoints and opinions. Participation is best achieved through adequate and reasonable notice given to interested parties. Notice of a meeting should include information that would clearly inform the layperson of the date, time, place, and general purpose of the meeting. It is often surprising for some to learn that state law requires relative little notice to the public of local government meetings where business may be conducted. In fact, absent any local rules or practices requiring greater notice, most meetings can be conducted, and important public business accomplished with as little as 24 hours’ notice posted at some general location in the community that is annual designated and could include a local bulletin board.1 Locally adopted rules can greatly aid in the effort of providing greater notice to inform the community of meetings. Municipalities should consider establishing minimum notice requirements and, if desired non- mandatory or “courtesy” notice guidelines with the understanding that failure to comply with the mandatory requirements may undermine the ability to conduct a meeting or, at worst, invalidate action taken during a meeting held without compliance with the required notice. Chairperson’s Privileges & Duties • Chairperson to Direct Meeting. The Chairperson is privileged to act as the director of the meeting. The Chairperson shall seek to clarify the actions pending before the Body during the meeting and prior to a vote. For example, the Chairperson is encouraged to restate motions, announce expectations for the meeting agenda, and recommend to the Body the proper procedure or rules for a particular course of action. The Chairperson has a continuing right to the floor although, like any other member, shall be held to compliance with the Rules of Order. • Chairperson as Parliamentarian. The Chairperson is the meeting parliamentarian and shall decide all questions of process and procedure. Such decisions are subject to appeal by a Point of Appeal. The Chairperson may consult with the Body’s legal counsel or administrative staff to assist in rendering decisions regarding the application of the Rules of Order. • Chairperson as Facilitator of Discussion. As the meeting director, the Chairperson should generally encourage and enlist other Members to propose or to second motions and to lead initial debate. Nevertheless, the Chairperson is entitled to the 1 C.R.S. § 24-6-402(2)(c) provides: “Any meetings at which the adoption of any proposed policy, position, resolution, rule, regulation, or formal action occurs or at which a majority or quorum of the body is in attendance, or is expected to be in attendance, shall be held only after full and timely notice to the public. In addition to any other means of full and timely notice, a local public body shall be deemed to have given full and timely notice if the notice of the meeting is posted in a designated public place within the boundaries of the local public body no less than twenty-four hours prior to the holding of the meeting. The public place or places for posting such notice shall be designated annually at the local public body's first regular meeting of each calendar year. The posting shall include specific agenda information where possible.” Page 133 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 5 of 21 same rights as Members regarding the presentation of motions, seconding motions, and debate and may exercise such privilege as deemed appropriate by the Chairperson. • Temporary Informal Recesses. The Chairperson may declare a temporary recess without motion or consent of the Body. However, no recess shall be declared which would interrupt a member who has properly secured the floor to speak. Moving Party’s Privileges • At any time prior to receiving a second on a motion, the Moving Party may unilaterally withdraw or unilaterally amend a motion provided that the Moving Party has the floor. A motion, once seconded, belongs to the decision-making Body and the Moving Party’s privileges are limited. • The Moving Party retains the following limited privileges after the motion receives a second if the Moving Party has properly secured the floor to speak: A. The Moving Party may speak to the rationale, purpose, meaning, or need of the motion prior to the opening of full debate to other members of the Body. B. The Moving Party may withdraw his/her seconded motion unless an objection is raised by Point of Order. An objection to the Moving Party’s withdraw of the seconded motion will summarily defeat the Moving Party’s request to withdraw. C. The Moving Party may accept a proposed amendment (a “Friendly Amendment”) unless an objection is raised by Point of Order. An objection to a Friendly Amendment will summarily defeat the Moving Party’s privilege to accept a Friendly Amendment and, in such case, a formal Motion to Amend would be in order. D. During debate, to further explain or clarify the meaning, intent, or purpose of the motion or to otherwise respond to a Point of Information. CLASSES & PRIORITY FOR POINTS AND MOTIONS There are three classes for motions and points: (1) Privileged; (2) Main; and (3) Subordinate. The class determines the priority or importance of the motion or point and, therefore, determines whether the motion or point is “in order” when made, i.e., if the motion or point proposed is appropriate for the Body to consider at the time it is presented. PRIVILEGED motions, which include all three Points, do not require a pending main motion on the floor and do not relate directly to a pending question. Privileged motions or points may be raised at any time. Privileged points do not require the floor; privileged motions require the floor. Privileged motions oftentimes involve an admin istrative or ministerial aspect of the meeting that needs to be resolved independently of the business Page 134 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 6 of 21 then-pending before the Body. There following motions or points are recognized as privileged and are listed in order of precedence: • Point of Order • Point of Information • Point of Decorum • Point of Appeal • Motion to Recess • Motion for Executive Session A MAIN motion formally presents to the Body an item for action. A Main motion can be made only when no other motion is pending. If a Main motion is presented when another pending motion or point is before the Body, it is out of order. Although there are as many Main motions as there are subject matters that a Body may consider, there are four (4) commonly recognized specific Main motions used in local government decision-making: • Motion to Adjourn • Motion to Reconsider • Motion to Postpone an Agenda Item to a Date Certain • Motion to Postpone Indefinitely A SUBORDINATE motion is related to and supplements or builds upon the Main motion. A Subordinate motion must be dealt with before the Main motion can be voted on. A Subordinate motion is in order only when there is a pending main motion on the floor. Once a seconded Subordinate motion is pending on the floor, neither a MAIN motion nor another Subordinate motion is in order. There are three (3) recognized Subordinate motions: • Motion to Amend (a Main Motion) • Motion to Continue Matter Before the Body to Date Certain • Motion to Call the Question (Close Debate) Points and Motions in Detail A. Points There are four “Points:” (1) Point of Order; (2) Point of Information; (3) Point of Appeal, and (4) Point of Decorum. Points do not require a second. They are each “privileged” and may be raised at any time. Point of Order (or to "raise a question of order" as it is sometimes expressed), is an opportunity for a Member to express an opinion that the rules or procedures of Page 135 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 7 of 21 the Body are being violated. The appropriate means of asserting such opportunity is for the member to wait for a break in the discussion and state “Point of Order” and wait to be recognized by the Chairperson. Any existing debate or discussion should cease. Upon the Chairperson’s recognition, the member must succinctly state the general rule or procedure believed to be in violation. A point of order should not interrupt another speaker, does not require a second, is not debatable, is not amendable, and cannot be reconsidered. For example: Member Jones was granted the floor and proposed a motion to approve a site plan. Member Jones then proceeded to discuss the rationale for his motion. Member Jones: [has the floor and is engaged in debate on a motion, he pauses in his debate] Member Smith: “Point of Order.” Chairperson: “Excuse me a moment, Mr. Jones. The Chairperson recognizes Ms. Smith.” Member Smith: “I believe we are debating a motion that did not receive a second. I believe that this is out of order because a motion requires a second before debate.” Chairperson: “You are correct Ms. Smith, I do not recall a second was offered. Therefore, let us cease debate. Do I have a second on the motion? [A second is offered]. Thank you for your Point of Order, Ms. Smith. Mr. Jones, you have the floor and ma y commence debate.” Point of Information is a request to receive information on a specific question, either about process, meeting conduct, clarification of a motion, or about a fact at any time during a meeting. A Point of Information is not an opportunity for a member to provide information to the Body and should never be used as a means of continuously interrupting the flow of debate. Using a Point of Information to provide information or to interrupt debate would be out of order. As an example of the proper use of a Point of Information while the Body is engaged in debate on a seconded motion: Member Quinn: [Has the floor and is offering her thoughts on a pending matter.] Member Frank: “Madam Chairperson, Point of Information” Chairperson: “Excuse me a moment, Ms. Quinn. The Chairperson recognizes Member Frank.” Member Frank: “Ms. Quinn said there are more than 5,000 vehicles passing through the Main Street intersection during the peak evening hours. But I recall that our Traffic Engineer stated earlier that the traffic count at the intersection during evening peak hours was only 1,500 vehicles. What is the correct number?” Page 136 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 8 of 21 Chairperson: “Let’s have the Traffic Engineer provide us the accurate figure for traffic count.” Following the Traffic Engineer’s advisement, Ms. Quinn again has the floor. Point of Appeal is a request of a member to challenge a decision of the Chairperson concerning the application of the Rules of Order. A Point of Appeal shall customarily be in order immediately following the Chairperson’s decision and may be declared out of order and unavailable where the Body has relied upon the Chairperson’s decision and continued the proceeding in reliance upon, or in accordance with, the Chairperson’s decision. The member making the Point of Appeal may briefly state his or her reason for the Point, and the Chairperson may briefly explain his or her ruling, but there shall be no further debate on the appeal. As an example of the use of a Point of Appeal when a motion is pending discussion: Chairperson: “We have on the floor a Motion to Call the Question that was seconded.” The vote on a Motion to Call the Question is not debatable and will require a majority vote of the quorum present.” Member Thomas: “Point of Appeal” Chairperson: “Mr. Thomas has raised a Point of Appeal. Mr. Thomas, you have the floor. What is your appeal?” Member Thomas: “I appeal the Chairperson’s decision regarding the required vote on a Motion to Call the Question. A Motion to Call the Question requires a 2/3rds vote pursuant to our Rules of Order.” Chairperson: “My decision regarding the required vote is being appealed. I believe that closing debate is a rather simple matter only requiring a majority vote like a majority of all of our motions.” Chairperson: “We shall now vote on the appeal. Mr. Thomas appeals my decision regarding a vote on a Motion to Call the Question requires a simple majority of this quorum. Mr. Thomas asserts it should be a 2/3rds vote. The question we are now voting on is ‘Shall the decision of the Chairperson be sustained?’" [The Members vote to not sustain (they overturn) the Chairperson’s decision.] Chairperson: “My decision is overturned on appeal. I stand corrected and will now declare that the Motion to Call the Question requires a vote of 2/3rds of the members of the Body. Let us proceed to the consideration of the Motion to Call the Question.” Page 137 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 9 of 21 Point of Decorum is a request of a member for the body as a whole to review an act of a member for conformance with the rules of Decorum, as such rules have been established, and adopted by, the body as a whole. As an example of the use of a Point of Decorum: Chairperson: “I call this meeting to order” Member Thomas: “Point of Decorum. The seating arrangement has been changed without approval of both impacted members, or approval of the Mayor.” Chairperson: “Mr. Thomas has raised a Point of Decorum under Rule 1 as established by this body. Is there a second?” Member Jones: “I second the Point of Decorum.” Chairperson: “A point of decorum has been raised and seconded. All members please vote aye if you agree that Rule 1 of the Rules of Decorum has been violated. Vote nay if you disagree.” Chairperson: “A majority of members have voted to support the point of decorum. We will recess the meeting for 2 minutes to allow all members to move to their assigned seats.” B. Motions Motion to Recess (Privileged) A Motion to Recess is intended to provide a temporary cessation in the meeting to accommodate matters such as restroom breaks or to consult with legal counsel or administrative staff. The motion should state approximate amount of time for the requested recess as a convenience to other members and the public in attendance. A second is required and the motion is not debatable and requires an immediate vote. A majority vote of quorum present required for approval. As an example of a Motion to Recess, such motion might be stated as: Member Thomas: “I move to recess our meeting for 15 minutes until 7:30.” Member Jones: “Second.” Chairperson: “We have a Motion to Recess on the floor to recess until 7:30. Because this motion is not debatable, would the clerk please call for the vote.” Motion to Adjourn (Main) Motion to Adjourn is available to cease further action of the Body and immediately terminate the meeting. A Motion to Adjourn is debatable and requires a majority vote of quorum present required. Caution should be exercised when presenting a Motion to Adjourn when items are pending on the agenda that required prior notice (such as public hearing publication or Page 138 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 10 of 21 posting of property) because these matters must be properly continued to a future date or new notice published and/or posted. As an example of a Motion to Adjourn, such motion might be stated as: Member Thomas: “I move to adjourn this meeting.” Member Jones: “Second.” Chairperson: “We have a Motion to Adjourn on the floor. Member Thomas, did you want to speak to your motion or open any debate? Member Thomas: “Thank you. I believe the remaining items on our agenda are not important and it is already 11:00 p.m. I believe we are all tired and can no longer concentrate.” Chairperson: “Any other debate? Seeing none, would the clerk please call for the vote? Please note that only a simple majority of our quorum present tonight is needed to adjourn.” Motion to Reconsider (Main) A Motion to Reconsider is an extraordinary motion that requires a degree of care in presenting and, if approved, care in processing the matter to be reconsidered. A successful Motion to Reconsider will effectively void the prior vote taken on the previously decided motion and cause the matter to be reopened for another motion and a new consideration. A Motion to Reconsider is only in order at the same meeting at which the decision to be reconsidered was made or at the next regular meeting of the Body. The motion must be made by a member on the prevailing side of the original motion to be reconsidered. The required second on the motion need not be a member from prevailing side. The motion is debatable but only for the reasons to explain or justify reconsideration and not for the purpose of debating the merits of the original motion. A supermajority vote of 2/3rds of the quorum present is required for approval. All proceedings, testimony, evidence, and debate on the matter presented during the initial consideration of the original matter will remain part of the official record; only the decision or vote taken is voided. In the event of a successful Motion for Reconsideration, reconsideration of the original matter will be continued to a future date as opposed to being heard at the same meeting in which the Motion for Reconsideration was approved. This procedure stems from the fact that the matter under reconsideration will likely require new public notice so that interested parties (and possibly an applicant whose rights are being decided) are apprised of the new consideration and can attend and participate in the new consideration. Even when a successful Motion for Reconsideration was presented in the same night as the matter subject to reconsideration, the Page 139 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 11 of 21 parties present for the original matter may have departed the meeting after what appeared to those attending to be a final decision on the original motion. As an example of the typical process surrounding a Motion to Reconsider, such motion might be stated as: Member Thomas: “I move to reconsider our decision to approve Ordinance 14 which required all owners to keep their dogs on leashes at all times. I believe I can make this motion because I voted “yes” on the ordinance and it was approved at our last meeting.” Member Jones: “Second.” Chairperson: “We have on the floor a Motion to Reconsider Ordinance 14 concerning our new dog leash law.” Member Thomas: “Thank you. I would like us to reconsider Ordinance 14 because upon reflection over the last week I believe the Ordinance may be too restrictive and we might want to consider allowing an exemption to the leash requirement for owners that can maintain control over their dogs by using voice command.” Chairperson: “Any other debate concerning whether we should reconsider Ordinance 14? Seeing none, would the clerk please call for the vote. Please note that this Motion to Reconsider requires a supermajority of 2/3rds of the quorum present tonight to be approved. If approved, our administrative staff will need to schedule Ordinance 14 for discussion at a future date and provide or publish any required notices to the public concerning our reconsideration of Ordinance 14.” Motion to Postpone an Agenda Item to Date Certain (Main) A Motion to Postpone an Agenda Item to a Date Certain pertains to a matter that is not presently on the floor but is scheduled for later consideration on the Body’s agenda. The motion must identify a date and time certain for the agenda item to be reset for Body consideration. If the Moving Party desires to indefinitely postpone an item, a Motion to Postpone indefinitely is the appropriate motion (see below). The Motion to Postpone an Agenda Item to a Date Certain is debatable. A majority vote of quorum present required for approval. As an example of a Motion to Postpone an Agenda Item to Date Certain, such motion might be stated as: Page 140 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 12 of 21 Member Smith: “I move to Postpone Agenda Item 8 which pertains to funding of the repainting of the offices in the City Hall to our meeting on August 15 at 7:00 p.m. here in our Council Chambers.” Member Edwards: “Second.” Chairperson: “We have a Motion to Postpone Agenda Item 8 which pertains to the funding of the repainting of the offices. This motion is debatable, so I would offer Mr. Smith and other Members an opportunity to comment on the motion”. Member Smith: “I believe that this is not an urgent matter and, quite frankly, there are more pressing matters to fully consider tonight. The August 15 agenda looks like a light meeting.” Chairperson: “Any other discussion? Seeing none, would the clerk please call for the vote?” Motion to Postpone Indefinitely (Main) A Motion to Postpone Indefinitely will effectively kill a matter that is subject to the Body’s consideration (and is usually on the meeting agenda or scheduled on a future agenda). This motion will remove the matter from the Body’s consideration without full debate of the matter and without directly voting the matter down on the matter’s merits. It is most commonly used to eliminate a matter from the current and/or future agendas because there is insufficient interest on the Body to hear the matter. As a caution, a Motion to Postpone Indefinitely would not be appropriate where the item involves a quasi-judicial matter for which an applicant has a right to a hearing and opportunity to be heard; legal counsel should be consulted regarding the use of this Motion for any quasi-judicial matter. The motion is debatable. A majority vote of quorum present required for approval. If approved, the matter will not be brought back to the Body unless the Body instructs that the item return for a future agenda. As an example of a Motion to Postpone Indefinitely, such motion might be stated as: Member Johnson: “I move to Postpone Indefinitely Agenda Item 2 which pertains to enacting a leash law for all cats in the city.” Member Samuels: “Second.” Page 141 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 13 of 21 Chairperson: “We have a Motion to Postpone Agenda Item 2 indefinitely which pertains to our imposing a leash law on cats. This motion is debatable and requires a majority vote of the quorum present tonight. I would offer Ms. Johnson and other Members an opportunity to comment on the motion.” Member Johnson: “I have talked with many citizens about this proposal and believe that we are likely to be harshly criticized should be enact such an ordinance. So I think it is a waste of our time to continue to entertain this idea and I prefer just to eliminate the matter from tonight’s agenda and our future consideration.” Chairperson: “Any other discussion? [Member Thomas requests floor] The floor recognizes, Mr. Thomas. Mr. Thomas you have the floor.” Mr. Thomas: “Thank you. Although I agree with Ms. Johnson about the public sentiment we are likely to hear about leashing cats, I think we should at least open the public debate and have the citizens comment to us directly. So I oppose the motion to postpone indefinitely.” Chairperson: “Seeing no other discussion, would the clerk please call for the vote.” [Vote fails to gain the required simple majority vote needed for a Motion to Postpone Indefinitely.] Chairperson: “We do not have the required majority of the quorum so the offered motion is rejected or fails. We will consider the matter of leashing cats as our scheduled Agenda Item 2 tonight.” Motion to Amend (a Main Motion) (Subordinate) A Motion to Amend (a Main Motion) is applicable only to a Main motion on the floor. The motion must provide specificity as to the intended amendment. The motion is debatable. A majority vote of a quorum present required for approval. A motion to amend is not in order when another motion to amend is already pending (made and seconded) before the Body; e.g., the Body will deal with only one Motion to Amend at a time to avoid confusion. As an example of a Motion to Amend a Main Motion, such motion might be stated as: Member Smith: “I move to Approve Ordinance No. 6 as presented to us tonight.” Page 142 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 14 of 21 Member Jackson: “Second.” Chairperson: “We have a proper Motion on the floor that has received a second to approve Ordinance No. 6. Any discussion?” Chairperson: “Yes, the Chair recognizes Mr. James. Mr. James, you have the floor.” Member James: “Thank you. I move to amend the motion offered by Ms. Smith to change the amount of the penalty for the first violation stated in Section 1-1-3 on page 3 of Ordinance No. 6 from the stated $100 for the first offense to $200 for the first offense.” Member Samuel: “Second.’ Chairperson: “We have a Motion to Amend before us to change the penalty in Section 1-1-3 of Ordinance No. 6 from $100 to $200 for the first offense. We will take up the Motion to Amend first and decide that Motion before we consider the Main Motion. It is debatable and requires a simple majority vote. I see no one wishing to comment or debate the offered amendment to Ordinance No. 6. Would the clerk call for the vote on the Motion to Amend only.” [Motion receives majority vote of approval.] Chairperson: ”The Motion to Amend is approved so Ordinance No. 6 is now amended to change the penalty for a first offense to $200. We next turn to the Main Motion to approve Ordinance 6, now as amended. Any debate on Ordinance No. 6 as amended? Seeing none, would the clerk please call for the vote of Ordinance No. 6 as it was amended?” Motion to Continue Matter to Date Certain (Subordinate) A Motion to Continue a Matter (that is before the Body) to a Date Certain postpones to holdover the current motion to a specific date, time, and place stated in the motion. Note that a motion to continue a matter without stating a date certain would operate more like a Motion to Postpone Indefinitely (see above) and would require the matter to be affirmative requested by the Body for future consideration and reintroduced and, when required, new publication of notice of the hearing or discussion. The motion is debatable. A majority vote of a quorum present required for approval. As an example of a Motion to Continue a Matter to a Date Certain, such motion might be stated as: Member Smith: “I move to continue this matter under consideration to our meeting on February 23 at 7:00 p.m. here in our Council Chambers.” Page 143 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 15 of 21 Member Edwards: “Second.” Chairperson: “We have a Motion to Continue this matter we are considering to a date and time certain, that being our meeting of February 23, at 7:00 p.m. here in our Council Chambers. This motion is debatable and only requires a majority of the quorum here this evening. I would offer Mr. Smith and other Members an opportunity to comment on the motion.” Member Smith: “I believe we need a continuation so that we can have a full opportunity to review the traffic study we received tonight. Without my detailed review of that study, I do not believe I am able to make an informed decision on the matter pending before us.” Chairperson: “Any other discussion? The Chair recognizes Ms. Hampton.” Member Hampton: “We have all had the traffic study for more than a month and we received a presentation on the study contents last week. With all respect to Mr, Smith, I believe a majority of us are fully informed and we can decide the issue tonight.” Chairperson: “Seeing no other request to debate, would the clerk please call for the vote?” Motion to Call the Question (Subordinate) A Motion to Call the Question (also more correctly phrased as to “Close Debate”) will close further debate and require vote on the motion pending before the Body. The motion applies only to the motion on the floor. The motion is not debatable. Due to the fact that such a motion will forestall the Body’s ability to discuss the merits of the pending matter, a supermajority vote of 2/3rds of the quorum present is required for approval in order that the Body evidences a strong intent that continuing debate is not necessary to decide the matter. As an example of a Motion to Call the Question (or Close Debate), such motion might be stated as: [A debatable motion is pending before the Body and the Body is engaged in debate.] Member Bernie: “I move to Call the Question.” Member Jones: “Second.” Page 144 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 16 of 21 Chairperson: “We have Motion to call the Question which will, if approved, close all debate on the matter presently before us and require a vote. This motion is not debatable. This motion will require a supermajority of our quorum by 2/3rds. Would the clerk please call for the vote?” Chairperson: “The Motion to Call the Question is approved by a 2/3rds vote. Would the Clerk please call for the vote on the main motion?” Motion for Executive Session (Privileged) Executive sessions are expressly permitted by state law to allow the Body to discuss certain topics in a closed non-public setting. The most common authorized executive session topics for local government include: A. Purchase, acquisition, lease, transfer, or sale of any real, personal, or other property interest; except that no executive session shall be held for the purpose of concealing the fact that a member of the local public body has a personal interest in such purchase, acquisition, lease, transfer, or sale.2 B. Conferences with an attorney for the local public body for the purposes of receiving legal advice on specific legal questions. Mere presence or participation of an attorney at an executive session of the local public body is not sufficient to qualify the executive session as a session involving legal advice.3 C. Matters required to be kept confidential by federal or state law or rules and regulations. The Body shall announce the specific citation of the statutes or rules that are the basis for such confidentiality before holding the executive session.4 D. Specialized details of security arrangements or investigations, including defenses against terrorism, both domestic and foreign, and including where disclosure of the matters discussed might reveal information that could be used for the purpose of committing, or avoiding prosecution for, a violation of the law.4 E. Determining positions relative to matters that may be subject to negotiations; developing strategy for negotiations; and instructing negotiators.5 2 C.R.S. § 24-6-402(4)(a). 3 C.R.S. § 24-6-402(4)(b). 4 C.R.S. § 24-6-402(4)(c). 4 C.R.S. § 24-6-402(4)(d). 5 C.R.S. § 24-6-402(4)(e). Page 145 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 17 of 21 F. Personnel matters except if the employee who is the subject of the session has requested an open meeting, or if the personnel matter involves more than one employee, all of the employees have requested an open meeting.6 However, you cannot hold an executive session for “personal matters” to discuss: (i) an elected official or an appointed member of the Body;7 or (ii) the appointment of a person to fill an appointed8 or elective office; or (iii) personnel policies that do not require the discussion of matters personal to particular employees.10 G. Consideration of any documents protected by the mandatory nondisclosure provisions of the "Colorado Open Records Act",11 except that all consideration of documents or records that are work product as defined in C.R.S. § 24-72-2020 or that are subject to the governmental or deliberative process privilege shall occur in a public meeting unless an executive session is otherwise allowed pursuant to state law. Because the authorized purposes for executive session are limited and because errors in calling for an executive session may result in the session discussion becoming subject to public disclosure or actions, if any, invalidated, it is always advised to obtain legal advice regarding each motion. Unlike other matters that will be open for public discussion, debated, and possibly decided by the Body, it is not necessary that the Executive Session be listed on the meeting agenda in advance. Oftentimes, the Body has no need for an executive session and the need arises during the meeting. For example, the need for legal advice may not be known until evidence or information is presented that give rise to a question requiring consultation with the Body’s counsel. The Motion for Executive Session must include the citation to Colorado Revised Statute subsection authorizing session and a brief description of subject matter. The motion is debatable. However, care should be taken during debate to not disclose any confidential or sensitive information that might undermine the purpose of the executive session. For example, a city council member may state in debate during the public meeting that an executive session 6 C.R.S. § 24-6-402(4)(f)(I). 7 C.R.S. § 24-6-402(4)(f)(II). 8 Id. A special statutory provision of the Colorado Open Meetings Law (C .R.S. § 24-6-402(3.5)) may authorize nonpublic executive sessions to conduct some of the business associated with selecting the chief executive officer (commonly considered as the “city manager” or “city administrator.) Consult your local counsel to understand the steps necessary to hold these special forms of non-public public meetings. 10 C.R.S. § 24-6-402(4)(II). 11 Id. Page 146 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 18 of 21 should be held to allow the council to decide “whether to spend up to $2,000,000 on the acquisition of the vacant Thompson Property for a public park.” Such public disclosure would essentially undermine the purpose of the executive session, that is, to give the city council the opportunity to determine negotiation strategy and the total amount willing to be paid to the seller for the Thompson Property. More appropriate would be to declare in debate that the executive session is needed to “allow the city council to decide the maximum amount the negotiation team can offer in negotiation.” Very importantly, a supermajority of 2/3rds of quorum present required for approval pursuant to the Colorado Open Meetings Law. As an example of a Motion for Executive Session to obtain legal advice, such motion might be stated as follows: Member Thomas: “I move to hold an executive session pursuant to C.R.S. § 24-6-402(4)(b) to receive legal advice on the right to impose a condition on the proposed rezoning application under discussion.” Member Jones: “Second.” Chairperson: “Is there any debate on this motion? Seeing none, would the clerk please call for the vote?” Please note that the vote required for executive session is a 2/3rds of the quorum present tonight.” [Vote by the Body is taken and the vote is unanimous.] Chairperson: “We are now authorized to enter into executive session.” The Location of Executive Session State law does not require that executive sessions be conducted in any particular location. Most communities remove the Body to a side room or conference chambers that allows for private conversation outside the hearing of the general public. Other communities ask members of the public attending the body’s meeting to exit the room to allow the necessary confidential conversation. Confidentiality of Executive Sessions Contrary to popular belief, there are no specific laws that require confidentiality of discussion in executive session or prohibit disclosure of confidential information discussed in an executive session. Attendees may, therefore, believe they are free to disclose information provided to them during the session. However, state law imposes upon all municipal officials, officers, and employees a general statutory obligation to protect the public trust.9 Where disclosure of confidential information harms the interests of the public, such disclosure may subject the official, officer, or employee to prosecution for the monetary harm inflicted on the public 9 See Part 1, Article 18, Title 24, C.R.S., titled “Code of Ethics” and in particular C.R.S. § 24 -18-103. 13 C.R.S. § 24-18-103(2)(prosecution by district attorney for breach of public trust). Page 147 of 205 City of Englewood/Bob’s Rules of Order, [version 1-18] Robert C. Widner/Page 19 of 21 due to such disclosure.13 If the entire Council “speaks for” the client, then it is the entire Council that has the right to the privilege - and to keep or waive it. This means that an individual member who breaches confidentiality may be acting outside the scope of his/her authority. As a better protection, local rules of ethics and conduct may be enacted to expressly provide that executive session information is deemed confidential and the disclosure of such information may violate local ethics standards and, for employees, may lead to disciplinary action. Who May Attend an Executive Session? State law does not specify who may attend an executive session. It is commonly understood that the Body determines the individuals that are necessary to conduct the executive session and provide the background information and advice to the Body. Besides the Body members, the most common attendees include the city or city manager or administrator, the Body’s legal counsel, and administrative staff members involved in the particular issue under discussion. Obviously, the city or city legal counsel is required for any executive session convened for the purpose of obtaining legal advice pursuant to C.R.S. § 24-6-402(4)(b). A special note should be made when inviting individuals into the executive session who are not members of the municipal government. These individuals will not be bound to any local rules such as local ethics rules or personnel rules that require confidentiality. It is not uncommon for a municipality to require some form of confidentiality agreement or understanding by the nonmunicipal attendee as a condition of attendance. On occasion, a Body member or several members of the Body may request that another member of the Body be excluded from the executive session. Such exclusion may be due to a myriad of reasons, for example, an actual or perceived conflict of interest, unwillingness of the excluded member to agree to keep executive session information confidential, or lack of confidence in the excluded member to maintain confidences. Although state law does not provide a means or method for exclusion of a Body member from an executive session, the law does not, conversely, give an absolute right to a Body member to attend every executive session. It is recommended that local policy be created and approved by the Body that specifically authorizes the Body, as a whole, to decide executive session attendees. Suspension of Rules A. Chairperson May Suspend Subject to challenge by Point of Appeal, the Chairperson may elect to suspend operation of any rule provided by these Rules of Order; provided, however, that the Chairpers on shall not be authorized to suspend or alter the vote required on any motion or matter. B. Motion to Suspend Any member may move to suspend the applicability of a rule of order by proposing a main motion, except no motion may suspend or alter the vote required on any motion or matter. A motion to suspend shall be presented only as a Main motion which motion shall require a second, be subject to debate, and shall require a majority vote of the quorum present for adoption. Page 148 of 205 Summary of Requirements for Motions and Points MOTION Type Second Required? Debatable? Vote Required Point of Order Privileged No No No Vote Required Point of Information Privileged No No No Vote Required Point of Decorum Privileged Yes No Majority of quorum present Point of Appeal (to challenge the Chairperson’s decision) Privileged No Only as needed to explain the Decision and the applicable Rule subject to challenge Majority of quorum present Motion to Recess Privileged Yes No Majority of quorum present Motion for Executive Session Privileged Yes No 2/3rds of quorum present Any Main Motion Main Yes Yes Majority of quorum present unless otherwise required by law, rule, or regulation Motion to Adjourn Main Yes Yes Majority of quorum present Motion to Reconsider Main Yes Yes 2/3rds of quorum present Motion to Postpone an Agenda Item Main Yes Yes Majority of quorum present Motion to Postpone Indefinitely Main Yes Yes Majority of quorum present © 2013 Robert C. Widner Robert C. Widner/Page 20 of 21 Page 149 of 205 MOTION Type Second Required? Debatable? Vote Required Motion to Amend (a Main Motion) Subordinate (to a Main Motion) Yes Yes Majority of quorum present Motion to Continue Matter Before the Body to Date Certain Subordinate (to a Main Motion) Yes Yes Majority of quorum present Motion to Call the Question (Close Debate) Subordinate (to a Main Motion) Yes No 2/3rds of quorum present This document contains excerpts from previously copyrighted material and in this form is also protected by copyright. Permission for reasonable use can be requested by contacting the author, Robert C. Widner at rwidner@wmcattorneys.com or 13133 E. Arapahoe Road, Suite 100, Centennial, Colorado 80112. © 2013 Robert C. Widner Robert C. Widner/Page 21 of 211 Page 150 of 205 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Blair Corning DEPARTMENT: WWTP DATE: March 19, 2018 SUBJECT: WWTP Administration Building Remodel Projects DESCRIPTION: WWTP Administration Building Remodel Projects RECOMMENDATION: The Littleton/Englewood Wastewater Treatment Plant (L/E WWTP) recommends that Council approve, by Motion, a construction contract with W.O. Danielson Construction Company to conduct the Administration Building Remodel Projects in the amount of $317,600. The L/E WWTP also recommends approval of a 5% change order contingency in the amount of $15,800 for a total project cost of $333,400. This recommendation was approved by the L/E WWTP Supervisory Committee on February 15, 2018. PREVIOUS COUNCIL ACTION: Council approval of the 2018 Littleton/Englewood Wastewater Treatment Plant Budget. SUMMARY: The Administration Building Remodel Projects includes renovation of selected existing spaces to improve safety and security at the wastewater treatment plant facility. Additionally, the project will add much needed work spaces to accommodate staff. The project is also intended to enhance workflow efficiency and stimulate collaboration within and between business groups. Wastewater treatment technologies and workforce strategies have changed over the last 15 to 20 years. One change is the amplified sensitivity to plant security risks and consequences of unauthorized access. Another is the increased high-tech control of plant operational systems requiring work at a desk or computer terminal. A final evolution is the necessity for multiple disciplines to have a hand in increasingly complex plant operations. The combination of these industry changes have resulted in the need for congruent changes to physical workspaces of a building originally constructed in the 70s under different treatment paradigms. ANALYSIS: The Littleton/Englewood Wastewater Treatment Plant (L/E WWTP) administration building includes multiple phases of construction. The original facility was built during the 1970s, with expansion projects in the 1980s, 1990s, and the last expansion completed in the early 2000s. Page 151 of 205 Staff has determined a remodel project would provide a cost-effective solution to address immediate safety/security and workspace needs. A total of $200K was budgeted in the years 2017 and 2018 for a smaller project containing security enhancements to the lobby and entrance area. This project was not undertaken in 2017. It was decided that the project would be retooled based on a comprehensive evaluation of all building remodel needs. The wastewater treatment plant administration building is at capacity. Staff reviewed the utilization and availability of existing spaces within the building and a strategic design has been developed to re-purpose four specific areas. These include the entry lobby and reception area, operations muster room, O&M office area, and the second floor records storage room. Needed improvements to the entry lobby and reception area designed to improve employee safety and building security have been identified. These include the addition of an intercom, security camera and access security doors; modification to the reception counter and receiving area to improve visibility and awareness; and renovation of file storage and mail room areas. Additionally, workforce and business operational reconfigurations have led to the need for additional workspaces. Needed modifications include re-purposing existing space to accommodate the electrical, instrumentation and controls group as well as relocation of the plant process control workstation in the operations muster room. Re-purposing of existing space in the upstairs maintenance room will accommodate the science and innovation group and add a needed meeting/conference room for training, project planning and communication. Re-purposing and modification to the previous records storage room to cubicle, office, and conference room space. Combined all of these improvements will allow workgroups with related job tasks to better interface with each other and drive efficiencies. The project was advertised on the Rocky Mountain E-Purchasing System. Bid Opening was conducted on February 6, 2018. Three (3) bids were received with lump sum bid prices as tabulated below. Bid Alternate No. 1 Bid Alternate No. 2 W.O. Danielson Construction Company, Ltd. Englewood, CO $320,900 $317,600 Copestone General Contractors Colorado Springs, CO $358,733 $363,436 TCC Corporation Windsor, CO $456,466 $456,635 W.O. Danielson Construction Company, Ltd was identified as the apparent low bid. W.O. Danielson has completed multiple projects of similar scope including new construction and renovations to fire stations, schools and municipal buildings. Project values have ranged from $150,000 to $22,000,000. W.O. Danielson Construction Company, Ltd has submitted a responsive and complete bid. Based on our bid evaluation, W.O. Danielson is competent and qualified to complete the scope of work for our project. The difference in the Bid Alternates is a provision for either vinyl or carpet flooring in one area (Second Floor Office). Staff has elected the lower cost option. FINANCIAL IMPLICATIONS: Budget for the $333,400 total expenditure (including contingency) is available in the 2018 Capital Projects Budget. Costs will be shared by the Cities of Englewood and Littleton. Page 152 of 205 ALTERNATIVES: Staff reviewed options including the expansion of the existing building and construction of a new building. The remodel option was determined to be the lowest cost option to address the immediate needs for security and workspace improvements. Unlike previous expansions the project does not add space but reconfigures current space for maximum efficiency and workflow. CONCLUSION: The renovations under this project will enhance the safety of employees and visitors. Additionally, work efficiencies will be realized from physically aligning employees to allow for better teamwork and communication. This remodel project is a physical manifestation of the collaborative approach to doing business that has defined the plants workforce reorganization efforts. The project is also well-aligned with the important focus area of Emergency Management identified by the City of Englewood in the 2018 Englewood 5. ATTACHMENTS: • Contract Approval Summary – Administration Building Remodel Projects • Contract – Administration Building Remodel Projects • Bid Evaluation – Administration Building Remodel Projects • Bid Tabulation Sheet – Administration Building Remodel Projects • Bid Proposal Form – Administration Building Remodel Projects • WWTP Budget Page for 2018 – Administration Building Remodel Projects • Approved Supervisory Committee meeting minutes – Administration Building Remodel Projects • PowerPoint Presentation – Administration Building Remodel Projects Page 153 of 205 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: Blair Corning Chong Woo Phone: 303-762-2645 303-762-2655 Title: Deputy Director of Strategic Programs Capital Project and Asset Leadership Manager Email: bcorning@englewoodco.gov cwoo@englewoodco.gov Vendor Contact Information Vendor Name: W.O. Danielson Construction Company, Ltd. Vendor Contact: Thomas Dillavou Vendor Address: 2970 South Fox Street Vendor Phone: 303-788-1500 City: Englewood Vendor Email: tomd@wodanielson.com State: CO Zip Code: 80110 Contract Type Contract Type :Construction Agreement 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: April 2, 2018 End Date: December 31, 2018 Total Years of Term: NA Total Amount of Contract for term (or estimated amount if based on item pricing): $317,600 If Amended: Original Amount $ Amendment Amount $ Total as Amended: $ Renewal options available: NA Payment terms (please describe terms or attach schedule if based on deliverables): Monthly Progress Payments Attachments: CFC/18-__ L/E WWTP Administration Building Remodel Projects ITB-18-002 Page 154 of 205 Contract Approval Summary V10/25/2017 Page | 2 ☐Copy of original Contract if this is an amendment ☒Copies of related Contracts/Conveyances/Documents Source of funds: Line Item Description: Capital Projects Line Item Total Funding: $ 11,100,000 Portion of Line Item spent to date: $0 Funding Source: Fund: 90 Division Code: 1710 Note (if needed): L/E WWTP Capital Budget Total: $11,100,000 90-1710 Strategic Programs Capital Budget: $10,500,000 Attachments: ☒Copy of budget page from current budget book if contract value $25,000 or over or requires Council approval. 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 Page 155 of 205 O_.—.<on:m__m<<oon_ uxoncxmzmzqu_<_m_oz OOZ._.N>0._.%O_uO3mi :L__mOOz._._»>O._.magmmqmmqsmzr38¢manmamqmnE8E_m 1| n_m<2N393mzqum2<mm:Em 0.2owm:m_m<<ooo__m3::_o6m_oo8oBzo:2Emmam3Oo_oqmn_oEmqmimmmw_.mam:mn_8mmEm..O:<_,.mag <<.OUm:_m_wo:oo:w:.:n:o:0o_.=vm:<..13.<,Eommmaaqmmm.m83mos»:_uox282.m:m_m<<ooa.00 8:9A:Oo::mQo3_oo33m:o_:mozEm'IQm<2Newmagoo::::E,nZo_1m:mmm:m::9$5 EmqmmmmqEmO5ma<m:_mmQEm»mmm_mo_u8uomm_mEocacmqmomémq31:3_mZ:@m___m_uo:8o_m_m:v_o__mm_ mn_:_u3m2_3mHm1m_mmamm<m2E_:©zmomwmmémag?magamq*2Em3__o<<E@” _umoe_mo#Em<<<<._._u>o_3_:_w=.w:o:m:=n=:m_~m3o..._m__u..o._mn»w <<:mxm>m_Eovomm?vcqmcma8mmamg<m:_mm3m2:m<mumm:?mom_<mqc<Em_<_m<2man0.2Oo::o__man :m<mcmm:omamma_u<Em_u=mo.8a3<<<<._._u8Em_<_m<o?mag0.2OoE._o__2::m1moo33m:am:o:Em»m oosqmo?8.So}am95388Emmco<m:m3maOo:.:mo.§sEoEmmEm_o<<mw»~m=mc_mmsq«mmuo:m=u_m_o_&m. Emqm3«m_mag <<:m_»m>m_uc?mcma8wmaqmoo33m:am:o:_EmDogma»Emmcmm:95388Emmuo<mzmamgOozzmo?oq 3Em_<_m<oaman0.209.20:magmmaOozzmo?o?_m:92Emmanmu_m8um:.o3.m__R85<<o_._AE moooamzom<<_EmmamQ<m:_mm3m3manEmu3_oowm_. zO<<azmmmmomm.Eno:mEmB.n_o:2Emoo3um:mm=o:8cmumamanEmS9,:8cmnmnozsma:3Qm._.E_m oosqmorEm_om:.mm3:Em__<mmqmmmm3__o<<mH >_Oosxmo?Uoo:3m3m“:_mmmqmmgSEmumammEmqm?oEm.Em3__o<<_:o__wHo?Em=:3m:.a.32.3%. mann_oo:3m:..w53.0:mmm:mo:mQowEoozooqm?mau<?mmmqmsomoo:wEEmmagm:m__cmqm?mzma.8 mEmqmmEmOozqmo?Uoo:3m3mowEmOozqmq.manm__oq$5_:m::3m2m.3.23%.mag o_on:3m:.aExm:8nmEmqmmmsEo_moosmzzzmEmOosqmo?cm2<mm:EmcmamwEmqm?omagEm<mm mmE__<mum:oTE_wmmqmm3m_.:mm:Em<imammm”oi<m3m:3manEE___ _:<:m:o:8maman@3038_uooc3m3w >__mammmvosmmUoo:3m3w Omazom?m3Em?msom Oo.._.:mQ2%qooc3m:o mo:mQc_m>IOcssm2m$»m3m:..2<<o«_» w.moomm2<<o2n.§mOo::mo8qmmammm8mg;mg:8.4%:m__:52.8o_m_mcvv__mw.mn::o3m:r 3m?m:m_mmagm<m2E_:ozmommmmé31msasmegma8Q9umaozsmagoo3u_m#mm__EmSo} Qmmozcma.o:m<<:.mm»31:.m:o<<:man.558.5mmaOosrmo»Uooc3m3m. 38m:m_m<<ooaum_._2<m<.m:m_m<<ooa_0o_o:mqomo._8.83 808ummmmoo§z<<.m:m_m<<ooamo<.o_d 0102?::m<<<<€>Q3_:_m__.m..a:m::n_:m_.~m:.5nm_Unemn?Page 156 of 205 0....m23mo2.um_.2o23m:om_..:m02.228082mm2mmm8§%2$_aEm.om22o23m2.omo2Em20%:32E.w 0o2.22mo2<<.E.:8::3qmxw2202:3.25:o2.2.mq8oo22.2:m:om<<o2.A22EmU.2mo82o2<<<<...u_ U..:am3:.2.om2.o2=._.:m0.2om2:._o2man.82E.m>m2mm3m2E0o2:2mo2aomm28232mm8.2am22E.2.288 .823_mmm.mxo:m2m8o2mmmc22.mEmo.m2m2.mmo2Em0038082o292oEm2.om2mo:o2m:2.2_82822 uc?omm.._.EmOo2;2mo82$8..$33..:am3:.2magmm<m2.m23.mwwEm0.2..8o22.om2m_momammso. m3.u_o<mmm2838:2magm__o_m.3w.amamzgm.mc.8.mozosmo2v2oommm.:mmo2m:<:28c2:mE2m.:o.ca.:c <<o2xm2_m0o22:om:mm2.o:o_m.3m..5m22<822mw:=.:m2203o2m2.m.2.moz.o2E.m>m.2mm3m:<0o:22mon n2o<.amm.Eo<<m<m2_E82Em0o:.2mo82ammo.:02.2am32..2o2mm<m2823_mmmEm0.2..8o22.om2m.mmmim man.m3v.o<mmm283qm228nmm2mm:...262202:Emmo_m:mc..om:omo2Em0.2.mo22.om2m_mmm2._8msn. m2:u_o<mmw_ m.._.m22:.:m2.o:o2>282.820o2.<m:.m2.om_...:m0.222822m222_.282mEm953.m2m_22.3m22m.<.26<<2.:m: :o..om8Em0o:..2mo82o2mcor8222..:m.2.o:828m.omo.2.:m.Emm22mo2.<mgmao2mam:822:.:m...o:_m2_mmm2 E.2289n8<m.um2o2mEmmmmo2.<mQm2mo2man:2m23.28..o:.EEm2m<m2.2m_.2.:.m:mao2c:2.:.m:mqmm2<.om_ 2muo_.8.38828.Am..o2mum2mqo22:22..mEma22Em0o2:2mo828282Emm<<m2a98...m2Em22.0:9.Em0.2. cmoo2:m.8u2oum_2..2Emméma.m823.288822Em0.2mm.o2o<.qm2.:m2m.:.Em0o:.2mo82.2...cmUNE E82m22_o:2.2<E.o:EmmaEmmm3m82.08Em88.oo3vm2.wm2.o:mmEmmm2<.ommmn8m.2_um_823m..2 2882.8.2:2:.m:mQcmm28Em88.mm2<.omm\2:m2m2..m_mEmmcoomwmé.2.222.mm2mmn.8um22o22_,_:32E.m méma..mmmcm<3m:8o2ooaumsmmzosu2m<.o:m238m..2Em2,53..m822_,..:m..mQqcm8Em8::o2Em 0o22mo82Emo.m:mm2m.m2.2.c8823.2.m.2.o2.o2Emm<<m2n.82omcwmm28__28.2. _u.._.m23.2.m2.o2.o2><<m2a82Omcmmn.2.E296:m_2omcmm_Em0o32mn82£8:8..88.2.:E8...:._m2msq t2o.um2_.282Em2.8oc..mm..o2.mo2.2Em0o2.22mo82mEm_.<.o_m2m8229.Emoo<m2.m2.8.mc2mm3m:8o2 m2.2E.m2.o2.mo2Emm<<m2a_Em0.2m28..:m<mEm26:.8823.288Emméma22u.<Em<<2...82.:o...om8 Em0o2:2mo82o2mco:823.2_m2.o:magmumo.2._._uEmm..2mo2.<mQ88o2823.:m2.o2..EE82m<m3.m__ 2:2:.m:mao2::2.:.m:mamm2<.omm.82EmoE.o:o2Em0.2.2..moo3m.8v2o.um22.mamEm0o2:2mo82wEm_. cmms..382mom.<m..cm2.mnc.8c.moo22_.om2.mm...o:82m2mm2.m8o82<<82:mooc3m:8_v2mum2mn. oo2:.o.m8qo23m..m2.m_mmmE22..mEmo.. Zo2<.Em82a.:mEmmco<m.Em0o:22mo821.8..282um2m..m<m..o2Em..mc...28Em0.282 amammmwm:m8.:mQ22Em0.222<...Emo2Emma:o2EmmémaU2Em0038082NJQEm 0.2:82<<.E:o_qm22um<2:m:88Em0322808282Em.o:2uommo2mm»on:2:._2%2.3m mmEmmxmo2m2:o::2o2amammmm95Em0.22203Em0o32mo82.m$623.33. 0...m23mo2UmEms:.260.2mo2mmm8.82Em0o2:2mo8282Em.om:.o2228:omc28..Em2222mo.:.2mQ :32E.moo2:2mo2.828Em0o2:2mo82mm2mmm8moom?mmE.m2::msgo:2oo226m:mm2.o:Em2m2o2m. man:9::o2m:2:mo23o:m<mm2282cm.u2o.um2.2.moooamsom<<.EEmv2.omo2v2.ommmm.82E.2.Em 0o:22mo82.mEouomm.mzmosmn.828228mm8um::m2mo2.Em88.mm2.2:m8aoom2Em2mo26930...:2mm Ic:a2mn.wm<m2.8m:._.28:mm:Qman.myI_.=._o.2ma_uo..m2m.$32,900..>302m8._8mmo2Em8<2m2n.m2. .o2o.mo2m3o::..2...cm<<.E:m_g:23.2.28..2.mvmo2.o2.mzqmoom.o8:om22Em.u2o..mo..<828mm2. I.>202.8282.9.33%>2Emmma.m“:.2_8oEmm.omm:m.ou2o_o2.m2ma82Em.o2o..mn...zo2<.Em828.:m m:<E.2.uoo:8.:mq.2.E.m>m2mm3m:28Em832282.Em2822.m::Qm2m.828mammo.So<<_mgmmE82 mmo:.822.mm:.o..mo28>22.o_mX.m8c2EmOo_o2mmo0o:m2.82.o2....2>wom_,...282533no282 .38288S088Em8223m2.2mn:.2m2=m:8o22>momU2Emmxmmczozo2E.m>o2mm3m2.2..2 .m ::am2m8oqman.m@2mmQEm:E.m>m2mm2:m2:qomw2.2o2mm.mm3:.2..2.mom_<mm2Q._.mo2o2.2a.2mo2Qmg Boom26.m<<ooa$25282.m:m_m<<ooa_oo_o2mmomo..o.mm2m 808awwmoos2<<<.m:m_m<2ooamo<.o2o n_uo:m.:Cm<<<<2u>u22..:.m=m.._o:m:;9:ommaxam._u2c.m2m Page 157 of 205 L. X. 0..%_aa_o=<<_EEEmEmmazm2,_.>wO_»mam.:o2<_Em.Hm:&:mm:<EEmEE?m>9mm3m:<Oo:.:mo~ .8Emoo::m2.m__um<3m2ogmmzosw2Em92mmmxu_,mmm_<amumsams»m:o_o%%.%8_Ego:Em oo:EE_:mm<m=m_u__=<333%wm<o:aEm8::2EmO:<.moclmimmom_vmzoamzesacvozEmzmx? mcoommesmUmnm3_mmq3._uEm:o_m_o_u__mm=o:m2Em0.2vm<mEmmam.Emo::m22mom_<mmqmqm ooszscmz.cam:25%31:3uc?ommcm._:mm_o§o_3..m..mQ_9.828.magoEm:2.mmEmgmm<m.__mv_m Emoooamzom<<_EEmE_mm_qmm:_m:o:m_mamqmmo_S_o:m2Em0.2magmEo_.omo_m_m<<.cue:Em ?m__Em8munqovzm?mmco:33%.Era.>9mm3m3m:m__am$38»m:.:._:mHmQ.._.Em0.2m:m__ _33ma_m?m_<22.2EmOo::mo.8q218mmmasmm2man:oooczmzomEEmm<m23mco:»m::_:m:o:_ E235.Um3mmm_._.:m9.2magOozzmo?oqqmoouanmEm.Ezm_m9.EmmmmmzomEE5>9mm3m3 Umomcmm2Emmac6._3mnmm»E:mm_Emsamm?m?magEm»Em0.2<<_222=:m:o._m__omm_ma Eoo:<m:._m:om.2Em<<oE_m:2oo3_o_m»m .:3Em23mmumosmaEEmcanooc3m:»w_Ecmm:< m?mzmazmEmqmo?m__o<<mQEmono?nmzomEEm®m:mqm_Oozqaozm.._.:m<m_mo?moocaumEm o_m_m<m_mxvmsmmmsaQ30:w_:<o_<maEU_6<_3m,Em_mmm_§oomm...=:©_EmmoEm__omm2:283 EmO:<:Em<<o21m:2oo3v_m..mon23m.>ooo&E©_<_Em?mma3amncismm:<2%EconEmQ2 msaOozzmoz:mcqmmEm?mm_§:Em.Hmn_amEmmmmEaam_m<_9::9mmmvm:m:<.Oo:=mo8qm:m=vm< Em0.28.2.31mmo:.5Em?mxu_«mmmnm?Em23mmvmoama*9m:cm..nm::m_oo3u_m:o::2:Em <<oE.moo3_o_m»m_man.8.8Eammo:Qm<Em.“mxu:mmmmm?Em23mmumoama81_:m_oo3u_m:o::3: Em<<oE_w=:m__<ooEv_m»m. >mm_m:3m:nOo::mo8qm:m__:2.m»m:<E.:m_mwm?zm:<E?mqmm?EE._m>oqmm3m32EmoEmq Oozqmoe_uoo:3m3m8mi_om8o:2m:E<<<.EoSEm9.2sizmzoosmmz»2Em0.2wvmo5om__< _:o_:n=:o_US<<_EoS__3=m:o:_3o:m<mEm»Em<_umoo3mqcmman3o:m<mEm.“mamacm3m<:2cm mmm?zma<<_EoSmco:oo:mm3Amxomu?8Emmx?miEm.“Emmmmo»2E_mqmwinnoz3m<Em_._3:m....3 _m<<v>3m:m3EmQmmm6:3m:»23.0:.m:9Emo3_omzom<<_EEm~mE._mEmqmg.m:m__mm:c__msa <oE.cammmmvmoom__<?m?ma8Emoo:.:m2_:m:<5am:nozmmi8ms>mm._m:3m:rso>mm6:3m:. <<=_?m_mmm.moqQ_mo:m6mEm>mm6:ol83m:<ac?2qmmuozmwQ:32EmOozzmg_uon:3m2m. Oo:.:mQm__a_B”:ammqmmnEm»E._mOoaqmonm:m__cm§:Q_:©o:man.E?m.8Em85%.2Em vmammEmqm?o.Em::m:m.mxmoSo?m_mQ3_am:m.§m_mmm_m:m_manmcoomwmo?m. mammaea”:E._mEowmo?Em8amnew<<oEmv8_.m29ucw_o_m8_.mo.pmm$3.8EmmnzosmLm.8~E Omm.Emoo::mo8qm:m__oo3c_<<<_E93.8..o.m.m.2:6:qmnsqmmEmoosnmo?oq6:mmm»_mmm» m6:.2vmama895Oo_2mao5312m3ucgo<<oEmcamszsmsnmq3m<Eo_m2.5mm:3mam. oocszmm.m.o:oo_%q._%_23::_o8m_3038. Oozzmo?o?wOcmqmammu._.:mOo:.:mo8?m:m__mcmnms?mmEm»So?magmwmoo._m.nmqEoEm_.:m_mm:m__ .m3m3Emoonoqamqmsa?mvm:3..mcmzoa2osm3<mmq22.:m__omcmmmmzmim203Qmqmo:<m <<2x3m:m:8mag3m..m1m_m_mza83&6m__?m_om:mmzmic:03$5omcmmmarisemco:_om1oo_<<._Eo:.H SE2oo3um:mm:o:.15amHm::.=._m:o:oqEm:mommm=<SqEm$8:2amv_mom3m22mmav8_.mQ_ mzammmoowmwmqEoEm2m_mo_.m:<_oo:._o:Emqmonm:m__qmm?m:Em_<<<_EEmU:mo8«2<<<<._._uEsomm amnioncum:Em25:2m:m__cm2:m_mamoU__mm.82Eco:EmOo:.:mo.§. Boom:m_m<<oom_umE<<m<_m:m_m<<ooa_9.03%2:8.86 808awmmoos2<<<.m:u_m<.5oaoo<,o6 mmo:m.:CmS\<<.:.u>n5S_m.E_._o:m:.__n_:.émmaonguémn?Page 158 of 205 <mm__u_o>:ozO_uoo_<__u_._>zom<<_._.Io.x.m.m..:.m;Sm?mmo.xmm>_»o_zmI=»_Z0O_u__._.mm>_. >_._mzm »£m_.:v_o<mmw.oo:»_.mn»o_6ms.»w:_moo:»_.mn»o_.m”Oo:»»mo»o»w:m__:0»_So<<Em_<m3u_o<o»oo:»»mo»5.»: ms=_mem_m__m:»ovmndzs<32»Sam»E._mOo:»»mo»_Oo:»»mm»oqmEm__so»oo:»Bo»<<_Emm:»moo:»$o»o»Em»»m.__m »oom_»:<»oEmOo:»»mo»o»Em»Emwccoo:»»mo»o»<<___:0»_So<<Em_<m3u_o<2oo:»»mo»<<_Ems.___mcm_m__m:»o vm_.»o:.:So}Sam»E_mOozzmn».»o_»mm.:.m1om§»mx_vm22 »3<mm»._o_.:Oo:»Bo»o»<<=__mm»»_o_um»mEm.Em»Emm.<2_2_o8mBE2Em_um_mm:3m:»m3mE3.mm am»Emo_Eo._».m.m.?.m-§8.8magm.:.m.§6.5»mmnmo»_<m_<_Eoamlo83:3Emm3_u_o<3m:»m_6E=_»< o»m__m3u_o<mmm5:0mm:m<<_<E593»m3u_o<3m:»»o_om1o»3<<oESam»E.mucczooo:Emo».Oo:»»mo»o»mm _u3:E_»ma:03cmEmEmm.<m:»<u_.om»m32EmUmum»»Em:»Eomqmz.Eoommcqmw»ocsmmnmxm_o»m.m3Eo<3m:» mQmm:Emo»_o_mmummamsE__mEamoiqmo»Wm_...mEmam1o::mQ_ »80:23._.m..3_:m»mmmcaooz?mon_»Oo:»»mo»o»oc»mEmmo»:m__3o<<_mQ©mEm»mm:Uoo:»»mo»o» _mm1o»3Em50%E313;Ooszmo»_So<<E@_<m3u_o<wo»oo:»»mo»m<<_Ems___mmm_m=mPEmOo:»»mo»2m:m__” 3:o»:<Emw:».oo:»»mo»o»mamEmQ2<<_EEEmmn.m<mEm»EmOo:»»mo»o»Emmmn»:m_ _So<<_mQnmEm»Emw_.Eoo:»»mo»o»_mmE_u_o<En2oo:»»mo»Em5.»:ms___mmm_m_._m:“mag AB»m:.:Em»mEmm.:c.oo:»»mo»<sEEmm:Uoo:»Bo»o»3,2.EEEammn_m<mo»»mom_<Em:o»._om qmagqmmucacmz»»oE._mum?oqmvzEmmccoo:»Sm»o»Qommso»w»oum3v_o<Emo»oo:»Bm»Em<<.EEm .mom.m__m:“mxomu»Em»EmOo:»»mm»o»m:m__so»»m:EEm»mEmoo:»»mo»<<._EEmm:uoo:»»mn»o»_»mczzc mam:Enwm$5Emwccoo:»»mo»o»EosqmwE»2Em»_o:»omm»mw=mEEm»Emm:_moo:»Bo»o»:mm:o» _So<<Em_<m3u_o<mq9mo:»»mo»ma<sEEm=_mom_m=m:_ EV0:3.3oo..:u_<<5»:w»m»m_:<mm»6m»_o:”Oo:»1mo»o»m:m__oo3u_<<5»:22qmmwozmgmqmgcmw»o»Em Oo_o$aoUmum_.»3m:»o»_.m»§magmE_o_o<Em:»EmamEEmoocqmmo»m:E<mm»._mm»_o:_m<Em»EmUmum_.»Em:» Wczamzmzsmmcqmcmz»»oOmm.m.:..o..8~av. »mVUmimnmm»o»._w..mmn:0»0o:»_,mo»_43m923m<»m:3Em»mE_moo:»»mo»8»mEmma:o»mo:»»mo»‘E sEo_mo»Emm?Qcm»oOo:»$o»o».mEmma:o»m:<mmo»_o:o»E_mUmBm:m_uE2_m3<_m_o:m«magma_oEm:m:»»o O._».m.m.3..o..B~.Oo:»»mo»2m:m__cm_._mc_m8»mm»cm_mamoo:wmn:m:»_m_mm3momm»oEmQ»<Emagic:8 m:<oEm»_mmm_9mnc._»mc_m$392EmO_»<Em<cmm:»_»_ma»o3»mEmma:o»E_mOoszmo»S52E_m _um»mm$»m_._. 88m:m_m<<oou_um:2<m<«mzgmiooq.oo_o»maom388$ 808Vmmmmoo<<<2<_m:u_m<<ooamo<.o6 ono:m,:_Lm<<<5v>n3_:_m»S.5=m:._§:n$38».magma.»Page 159 of 205 INWITNESSWHEREOF,thepartiesheretohaveexecutedthisContractthedayandyearfirstwrittenabove.CITYOFENGLEWOODBy:Date:(Direclor)By:Date:(cityManager)11‘By:Date:(Mayor)ATTEST:myClerkU7C).‘[2,3N;c—/so/o[,)r>/J51‘NW+:r>~'C0”/*‘”"‘‘/>c+C{‘Contractor(puntcompanyname)Bate:o'2‘~vQX’$3C'/f(Signamre/ROMA§D.//m,z'u/£55“/gE/7(PrimnameandTitle)1000EnglewoodParkway,Erlglewoud,Coiorado801104373(303)752-2300www.eng|ewoodgov.orgcFcI\s—HuswwwAdnumsirauunBuddingRemodelFmiacisPage 160 of 205 mo_._moc_.m> oc:._zmO_um._.>._._m_<=mz._.0...<<O_~—A \_.omzmx>r ._.E_mwo:mn_:_m_m830:88ma3%mum:2EmOozqmo?Qm?ma wmczmmsEm9.29.m:u_m<<ooaAO_._.<vmag<<_O.UmamaozOosmrcogosOo3cm:<__.a. 802430403maEm>a3_:._w:m:o:wsaam_»m3oQm__u8_mo.a. .No._m. Nz>_<_mmO_u_umo.moaooo_..6_z>aomw ._.:m033_u3_.mQ_<_m:mom1<<.__am0:26<<oo__u.m. ._.:mOoszm?owm_u_.o__mo»_<_m:mmmq<5:cm._._EoE<_u___m<o: w.mc_<__<.>m<O_uvcmvommmomm._.>._.m_<_mz._.O_u<<O_»_A ._.EmOo::mo.8q<<___205%m__So}smommwméEaEm>a3_:_m.:m:o:9.3.8_»m3oam__u8_.mo.Hm_oom.Hma 2EmEEm3:\_m:m_m<<ooq<<mm»m<<m»mq._4mmE._m:.HEms»Aim<<<<juv. A.moc_n_<_mza>20vmoom>_<_.<__zo4.0mm_uwo<__umom<O_._.<an>25 ._.EmO_._.<<<___§o<Em$3ma3233.2.qmncmm?ma3EmOOz.:»>O.aO_~_3.m<m=mc_m. m.oazmm0Oz.:»>0+Oxmmmocmomm ._.:mOOZ._._»>O._.O_»<<.____u8<amEmBmzmmmamzr»mo::._om_mxumawm.mag_1mmoSomw.8oo3_u_m#mEm moowm322.» 9ommo_»_3_ozO_u<<Om_A_u_»O_uCO._.>20om:<mx>m_.mm .:;mooz:»>oaom_mmooum2So?_3_.a$Emqm:o<m:o:mag3o%_$:83Em_“o__o<<._:cmqmmm” mm9:..<_msqmzom_.o%<ms;_»mom_o=o: _u.:m~_u_oo_.Ovmqmzozm_<_cm.HmwW83 mmoosa_u_o2_<_m.3m:m:om_»oo3 $83I02O38 0000 .26>q3_:.mzm:o:9.5.8_»m3oQm__u8_.mo»m3258m:smommmmé%3o_=a=msa1m3o<m_2mx_mE._c mg:.c3m3mag3m.?m:m__ammasmagoo:w.::o.n._o:<<_E:m<<_:m.B__m=o:mmmwumoamaEEmn_3<<.:mm. Sw_umo_>r._.m_»_<_w___n>z< Zozm‘ m._<_OUmO.”_u><_<_mz._. ._.:mO_._.<magoozd?oaom:m<mmm~m_u__w:mam:o3o.mxomma.5333com»2$3500EaEm woovm2mm2_ommQmwozumaEE_mmoEmnE_m. Boomsemiooa_um:¢2m<.m:m_m<<ooa.oo_oSaomojomma 808avmmoo<sz<<.m:m_m<<ooQmo<.o6 ono:m.:Em<<<<.:u>n_3_2m=m_6:mgaaammionm._u8_mn.m Page 161 of 205 PAYMENTSCHEDULECITYwillpayCONTRACTORfortheworkonamonthlybasisbasedontheprojectpercentcomplete,ascalculatedbytheCONTRACTORCONTRACTORshallprovidemonthlyprogressreportsdetailingworkcompletedinthatmonthforapprovalbyCITY.10.SCHEDULEANDPERFORMANCEMILESTONESThisschedulesetsforthetargetdatesandperformancemilestonesforthepreparationanddeliveryoftheDeliverablesbyCONTRACTOR.StartofworkfollowingNoticetoProceed.WorkcompletionbyDecember31,2018.11.ACCEPTANCEANDTESTINGPROCEDURESAcceptancebyL/EWWTP.12.LOCATIONOFWORKFACILITIESL/EWWTPAdministrationBuilding.INWITNESSWHEREOF,pursuantandinaccordancewiththeContractbetweenthepartiesheretodated,2018,thepartieshaveexecutedthisStatementofWorkasofthis,2018dayofCITYOFENGLEWOOD,COLORADOBy:(Signature)(PrintName)Title:Date:W.0.DanielsonConstructionCompanyLtd.ContractorNarTitle:Z/£95516‘/£/J7‘[C£()Date:<2?>’v’o5Z("/E?1000EnglewuodParkway,Englewood.Colorado80110-2373(303)7622300wvvwenglewoodgovorgCFC/1B-ItuswwwAdmrtlslrattmmumRommelPIo,ectsPage 162 of 205 C:\Users\bvarner\OneDrive - City of Englewood\2018 Supervisory Committee Reporting\Supervisory Committee Packet\02 FEB 2018 Attachments for SC report\ITB-18-002_Admin Remodel Projects Bid Evaluation.docx Page 1 of 3 ITB-18-002; Administration Building Remodel Projects Bid Evaluation General. Three (3) bids have been received with lump sum bid prices as tabulated below. Bid Alternate No. 1 Bid Alternate No. 2 W.O. Danielson Construction Company, Ltd., Englewood, CO $ 320,900 $ 317,600 Copestone General Contractors, Colorado Springs, CO $ 358,733 $ 363,436 TCC Corporation, Windsor, CO $ 456,466 $ 456,635 The bid of the low bidder, W.O. Danielson Construction Company, was evaluated in detail below. Bidder’s ability, capacity and skill to perform within the specified time limits. W.O. Danielson is an Englewood based construction company that specializes in general contracting and construction renovation projects. W.O. Danielson has completed multiple projects of similar scope including new construction and renovations to fire stations, schools and municipal buildings. Clients have included Larkspur Fire Protection District, Cunningham Fire Protection District, Boulder Valley, Cherry Creek and Douglas County Schools. W.O. Danielson is able and willing to provide the services of this contract. We have confirmed with the Project Manager their general understanding of the project requirements. They understand the importance to initiate the design so as to not impact the permitting process with the COE Building Dept. The quality, availability and adaptability of the supplies or materials bid. The Project Manager, Timothy Dillavou, is the Vice President and Safety Officer of the company. Mr. Dillavou has been with the company since 1981. Project Superintendents have extensive experience with commercial construction and renovation projects. W.O. Danielson has access all major equipment needed to complete project. Based on previous experience with building construction and renovation projects, it is presumed W.O. will have access to all building and tenant finish materials needed to complete the scope of work for our project. Page 163 of 205 C:\Users\bvarner\OneDrive - City of Englewood\2018 Supervisory Committee Reporting\Supervisory Committee Packet\02 FEB 2018 Attachments for SC report\ITB-18-002_Admin Remodel Projects Bid Evaluation.docx Page 2 of 3 Sub-contractors for major construction divisions include: Electrical – Allied Power Services o A+ BBB rating Mechanical – Republic Plumbing and Heating o A+ BBB rating Concrete – R&R Concrete Construction Roofing – Flynn Southwest LP o A+ BBB rating Access Security – Simplex Grinnell o A+ BBB rating; Owner preferred vendor Phone/Data – Structured Plus Communications o A+ BBB rating; Owner preferred vendor The bidder’s experience, past performance, reputation, efficiency and integrity. W.O. Danielson has extensive past experience in commercial construction and renovation projects. They have been in business since 1961 and have an A+ BBB rating. Reference checks were verified with several past clients. Larkspur Fire Protection District; Chief Stuart Mills o Demolition of existing fire station o Construction of two (2) new fire stations o Slow on punch list completion o Overall positive projects Cherry Creek School District No. 5; Doug Blue, Director of Facility Operations o Has worked with W.O. Danielson for many years and many projects o Project values have ranged from $100K to $1M o Tim Dillavou is effective PM; is organized and manages subcontractors well o Documentation and coordination management is excellent (contracts, permits, etc.) o Mr. Dillavou communicates effectively and is proactive to identify potential issues before they become problems o No issues with change orders o Overall great endorsement of W.O. Danielson Sufficiency of bidder’s financial resources to fulfill the contract. Previous projects contracted have included new construction, renovations and additions of public schools, fire stations, and churches. Project values have ranged from $150,000 to $22,000,000. Page 164 of 205 C:\Users\bvarner\OneDrive - City of Englewood\2018 Supervisory Committee Reporting\Supervisory Committee Packet\02 FEB 2018 Attachments for SC report\ITB-18-002_Admin Remodel Projects Bid Evaluation.docx Page 3 of 3 The bidder’s ability to provide future maintenance and/or service. The bidder will be held to a one year materials and installation warranty. No maintenance efforts by the bidder is anticipated. Other applicable factors as the City determines necessary or appropriate (such as compatibility with existing equipment or hardware). Relevant Certificates and Certifications Colorado General Building Contractor, Class A Company Health and Safety Program W.O. Danielson has an established safety program. Worker health and Safety Performance Rating N/A. Management and Technical Skills To our knowledge, W.O. Danielson has sufficient project management experience to fulfill the contractual obligation under consideration. Reference Checks See above. Resources and Manpower W.O. Danielson will perform approximately 40% of the work in-house. Sub-contractors will include electrical, mechanical, concrete, roofing, access security, and data communications. Equipment W.O. Danielson has access to all equipment needed for this project. Bonding Capacity up to $20M for single projects and up to $40M aggregate. Management Systems W.O. is a privately owned and operated business. The project will be overseen by the President and CEO, Thomas Dillavou. Methodology Conventional construction implementation procedures, design review, shop drawings process, ordering of equipment, demolition and construction. Price The low bid from W.O. Danielson reflects the current market value of the project scope. Page 165 of 205 City of Englewood Bid Tabulation SheetBid Opening Date: February 6, 2018 2:00 PM MSTApparent Low BidderITEM BID: ITB-18-002 Administration Building Remodel ProjectsVendorBid Bond Y/NAddendum 1 Y/N SOQ Y/NTotal Bid Lump Sum (w/Bid Alternate 1- Vinyl Flooring)Total Bid Lump Sum (w/Bid Alternate 2- Carpet Flooring) Exceptions/CommentsCopestone General Contractors Y Y Y $358,733.00 $363,436.001624 S. 21st StreetColorado Springs, CO 80904Kirk Wohlhueter719-578-8833 TCC Corporation Y Y Y $456,466.000 $456,635.00 561 E. Garden Drive, Unit D Windsor, CO 80550 Brian Crownover W.O. Danielson Construction Y Y Y $320,900.000 $317,600.002970 South Fox StreetEnglewood, CO 80110Thomas D. Dillavou303-788-1500Page 166 of 205 EOOM HOMWSE mco?umummo .HOO.m.mumu?m .N co?umwomm Ucm >QQOHwocmnucm .>u?u50wm .H Am.wumcuwua<vam \zv zbm mzbq nHm H<BOB AHmumcumua4 v?m \zv zbm mzbq aHm q¢Hoamuow_o.n__wuoEmm_m:_u__:m:o=mbm_:_Eu< 3 em n_O ._.ZDO_>_<:_<._.O._..._w_uc_nw_n_m:oqm2 m>_m:oamm._.m_nm__m._$250.B cmu._m>>m ___>>mE._. SEO".._<mon_omn_em muom._o._n__muoEmm_m:_u__:m:o=m.:m_:_Eu< m mavmummp Amomvwqogm o??om OUMHOHOU voozmamcm.>m3xumm voozmawcmooo? mc?uooam uwmumoIN mumcnwu?m U?m .HH mc?uooam a>c?>1 H mumcamuamu?m .H mo?mwo uooam ucoomm .ooUoo3ma am.333 mass 54 muumnoumdwuosum m?n?nm =o3m?35eu<~ooumTm.S .bmmbm§o§om 39¢:M. .82 mEa€Eo EOOM GOCMCGHCHME .HOO.m_m UCOUQW Page 167 of 205 Department City Manager’s Office Fund Littleton/Englewood Wastewater Treatment Plant Littleton/Englewood Wastewater Treatment Plant 6 BUDGET 2018 History and Budget Actual Actual Actual Actual Actual Budget Estimate Budget 2012 2013 2014 2015 2016 2017 2017 2018 Revenue Taxes - - - - - - - - Licenses & Permits - - - - - - - - Intergovernmental - - - - - - - - Charges for Services 12,683,922 12,840,644 13,446,490 13,650,689 13,299,210 14,752,381 14,692,308 15,456,934 Fines & Forfeitures - - - - - - - - Investment Income 12,920 (3,100) 8,419 6,035 8,492 23,447 23,447 23,447 Other 1,210,526 1,151,813 1,086,577 779,542 952,141 4,379,414 2,119,217 11,389,410 LT Debt Proceeds - - - - - - - - Transfers In - - - - - - - - Total Revenue 13,907,368 13,989,357 14,541,486 14,436,267 14,259,843 19,155,242 16,834,972 26,869,791 Percent Change 9.69%0.59%3.95%-0.72%-1.22%34.33%-12.11%59.61% Expenditure Personnel 6,204,395 6,425,244 6,680,552 7,037,402 7,047,867 7,411,788 7,587,165 8,386,675 Commodities 2,434,588 2,277,475 2,384,463 2,354,167 2,188,195 2,610,000 2,592,800 2,926,555 Contractual 3,808,150 3,937,808 3,988,412 4,065,975 3,809,019 5,053,454 4,830,704 4,456,561 Capital 1,460,235 1,348,831 1,488,059 978,723 1,214,763 4,080,000 1,824,303 11,100,000 Debt Service - - - - - - - - Transfer Out - - - - - - - - Total Expenditure 13,907,368 13,989,357 14,541,486 14,436,267 14,259,843 19,155,242 16,834,972 26,869,791 Percent Change 9.69%0.59%3.95%-0.72%-1.22%34.33%-12.11%59.61% - Employees FTE 77.50 77.50 77.40 77.40 77.40 77.40 78.40 86.00 Percent Change FTE 0.00%0.00%-0.13%0.00%0.00%0.00%1.29%9.69% Page 168 of 205 MINUTES SUPERVISORY COMMITTEE MEETING Thursday, February 15, 2018 2900 South Platte River Drive, Englewood CO 80110 L/E WWTP Conference Room 9:00 am ATTENDING: Supervisory Committee: Eric Keck Englewood City Manager Larry Nimmo Acting Englewood Public Works Director Keith Reester Acting Littleton Public Works Director Mark Relph Littleton City Manager Staff: Kacie Allard Communications & Data Supervisor Tom Brennan Englewood Utilities Director Kurt Carson Deputy Director, Operations & Maintenance Solutions Blair Corning Deputy Director, Strategic Programs Jenifer Doane Deputy Director, Business Admin. & Communications David Robbins Hill & Robbins, Plant Attorney Brenda Varner Government Relations Specialist GUESTS: Cynthia Lane Platte Canyon Water & San. District, Asst. Mgr. I. Call to Order The February Supervisory Committee (Committee) meeting was called to order by Blair Corning, Deputy Director of Strategic Programs at the Littleton / Englewood Wastewater Treatment Plant (L/E WWTP). II. Approval of Meeting Minutes of Previous Supervisory Committee Meeting The January Committee meeting minutes were approved via email on Monday, February 5, and Tuesday, February 6, 2018. Page 169 of 205 SUPERVISORY COMMITTEE MEETING MINUTES February 15, 2018 Page 2 of 4 III. Action Item(s) Administration Building Remodel Projects Blair Corning discussed the L/E WWTP Administration Building Remodel Project with the Committee. The L/E WWTP staff recommends that the Supervisory Committee approve a construction contract with W.O. Danielson Construction Company, Ltd for the Administration Building Remodel Projects in the amount of $317,600, and a 5% change order contingency in the amount of $15,800 for a total project cost of $333,400. This project includes the renovation of existing spaces to improve the safety and security of the L/E WWTP. Additionally, the project will add much needed work spaces to accommodate staff and provide efficiency, functionality and collaboration within the business group divisions. The Committee agreed to approve the project with the addition of an amendment to clarify the focus of the project as being part of a greater and more holistic long-term planning strategy, integrating current reorganization efforts. ACTION TAKEN – The Supervisory Committee made an amended motion to approve the contract with W.O. Danielson Construction Company, Ltd., for the L/E WWTP Administration Building Remodel Project, in the amount of $317,600, with a 5% change order contingency in the amount of $15,800, for a total project cost of $333,400. The amended motion clarifies the focus of the project on integration with future planning strategies. Eric Keck moved, Mark Relph seconded, all ayes, no nays. Motion approved. The L/E WWTP staff plans to present this project to the Englewood City Council for consideration in March 2018. Software / Hardware Support and Service Contract Renewals Jenifer Doane discussed the L/E WWTP’s Software / Hardware Support and Service Contract Renewals with the Committee. The L/E WWTP staff recommends the Supervisory Committee approve three (3) software/hardware support contracts with AmWest, Golden Automation and SimplexGrinnell, as they are essential to ensure the successful operation of the WWTP and prevention of permit violations. The SimplexGrinnell contract includes upgrades which will improve our fire detection, alarm and suppression systems at the plant that are necessary for employee safety. The cost of these contracts were budgeted under the Professional Services line item within the 2018 L/E WWTP budget. Staff is recommending the approval of total contracted services with AmWest in the amount of $30,000, total contracted services with Golden Automation in the amount of $79,600 and total contracted services with SimplexGrinnell in the amount of $86,485. ACTION TAKEN – The Supervisory Committee made a motion to approve the support and services contract with AmWest in the amount of $30,000, the support and software installation contract with Golden Automation in the amount of $79,600 and the Page 170 of 205 SUPERVISORY COMMITTEE MEETING MINUTES February 15, 2018 Page 3 of 4 comprehensive service contract including upgrades with SimplexGrinnell in the amount of $86,485. Mark Relph moved, Keith Reester seconded, all ayes, no nays. Motion approved. The L/E WWTP staff plans to present these contracts to the Englewood City Council for consideration in March 2018. IV. Informational Items The Supervisory Committee discussed these informational items with staff: Connector Open House Biogas to Renewable Natural Gas (RNG) Project – Schedule Update Water Quality Positioning Support Strategic Operating Plan (SOP) Update Industrial Mechanic Workforce Update Emergency Repairs Anaerobic Digester Complex o Kurt Carson gave the Supervisory Committee an update on an emergency situation which developed in the Anaerobic Digester Complex last week. On February 6, 2018, two (2) critical valves failed on Digester #5. Normally this would not be an emergency situation because the anaerobic digesters were designed to have sufficient redundancy, however since Digester #2 and Digester #3 are currently out-of-service for extensive repairs, they do not provide redundancy. Due to the failure of these valves and complete lack of redundancy, staff had to make significant temporary piping modifications to keep Digester #5 operational. However, the temporary modifications pose an unacceptable risk for long-term operation. To manage the risk, the L/E WWTP staff worked directly with Englewood City Manager, Eric Keck to procure emergency support services to expedite the repairs on Digester #3 to allow shut-down of Digester #5 for repairs. If there are any future problems, the L/E WWTP staff notify both City Managers. The L/E WWTP staff is currently developing a scope of work and fee estimate for the emergency work and will provide updates when available. SIO & Performance Management Initiatives and Tracking Date for Joint Annual City Council Study Session for 2018 Three (3)-Month Outlook for Supervisory Committee Action Items Financial Summary from December 2017 WWTP Influent Flow and Load Summary: o The measured flow to the L/E WWTP averaged 20.6 mgd in January 2018, which is a decrease of 0.2 mgd from December 2017. The measured flow split was 42.7% and 57.3% between the cities of Littleton and Englewood, respectively. Page 171 of 205 SUPERVISORY COMMITTEE MEETING MINUTES February 15, 2018 Page 4 of 4 V. Adjournment The next Supervisory Committee meeting is scheduled for Thursday, March 15, 2018. This meeting will be held from 9:00 am – 10:30 am, at the Littleton / Englewood Wastewater Treatment Plant. Adjourned at 10:30 am Recording Secretary Signature Brenda J. Varner The L/E WWTP Supervisory Committee approved the February 15, 2018 meeting minutes via email on March 2, 4 and 6, 2018. Eric Keck, Mark Relph, Larry Nimmo, and Keith Reester all ayes, no nays. Minutes approved. Page 172 of 205 Littleton/Englewood WWTP Administration Building Remodel Projects Page 173 of 205 Admin Building History Multiple Expansions •1970s •1980s •1990s •2000s Page 174 of 205 Project Goals 1.Security and Safety Enhancements 2.Add needed workspace 3.Enhance efficiency and collaboration Page 175 of 205 Need for Change •Amplified sensitivity to security risks •High-tech work requires more workstations •Multiple disciplines involved in operations Page 176 of 205 Remodel Areas Entrance Lobby and Reception Desk Secure Entry Area Maintenance Room SIO and Meeting Space Records Room Additional Workstations Operations Muster Room Accommodate EI&C Group Page 177 of 205 Project Breakout 57% 5% 26% 12% Lobby Ops Muster Room Maintenance room Office Area Page 178 of 205 Bids Solicited •Bid Opening Feb 6, 2018 •3 bids received Bid Alternate No. 1 Bid Alternate No. 2 W.O. Danielson Construction Company, Ltd., Englewood, CO $ 320,900 $ 317,600 Copestone General Contractors, Colorado Springs, CO $ 358,733 $ 363,436 TCC Corporation, Windsor, CO $ 456,466 $ 456,635 Page 179 of 205 Bids Recommendation •W.O. Danielson Construction Company, Ltd •Competent and qualified; Bid responsive and complete •Asking for approval of $333,400 (+5% contingency)Page 180 of 205 Budget •Approval of $333,400 (+5% contingency)Page 181 of 205 Projects Update Project Approval Date Amount Bar Screen Replacement Project 1/2/2018 $488,250 Facility Infrastructure Repairs Project 2/15/2018 $468,618 Digester Roof Repair Project 2/15/2018 $481,750 Admin Remodel Projects Pending $333,400 Total $1,772,018 Page 182 of 205 Summary •Project meets needs •Security •Additional workstations •Alignment •No expansion or new construction •Supports Englewood 5 Emergency Management Focus Page 183 of 205 Questions?Page 184 of 205 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Mark Woulf DEPARTMENT: City Manager's Office DATE: March 19, 2018 SUBJECT: Professional Services Agreement with CliftonLarsonAllen LLP for the Performance Audit of Englewood Environmental Foundation and the Englewood McLellan Reservoir Foundation DESCRIPTION: Professional Services Agreement with CliftonLarsonAllen LLP for the Performance Audit of Englewood Environmental Foundation and the Englewood McLellan Reservoir Foundation RECOMMENDATION: Staff recommends Council approve the Professional Services Agreement with CliftonLarsonAllen, LLP., in the amount of $30,000 for a performance audit of both the Englewood Environmental Foundation and the Englewood McLellan Reservoir Foundation. PREVIOUS COUNCIL ACTION: Council tabled the item at the March 5 Regular Council Meeting. SUMMARY: Both the Englewood Environmental Foundation (EEF) and the Englewood McLellan Reservoir Foundation (EMRF) are quasi-public non-profit corporations. The EEF and EMRF Board of Directors are comprised of city staff that operates the foundation and manages contracts related to the maintenance of land interests. These foundations have been in operation since 1997 and 1999, respectively. Despite the nature of both as separate entities from the City, the City Council has significant authority over appointment of board members, land use decisions, and other major policy issues. While there was original justification for the structure of each entity, there is a need to examine the structure, the effectiveness, and the efficiency of each to provide the Council with policy guidance for the future operations of EEF and EMRF. CliftonLarsonAllen, LLP., is an industry-leader in local government consulting and provides the unique qualifications to deliver an outside perspective on the optimal operating arrangement of each foundation. Their expertise will provide the Council with necessary policy guidance to maximize the City's financial position. ANALYSIS: A performance audit is recommended to provide transparency into the operations of each foundation, to review the soundness of their processes and procedures in the management of assets, and to provide recommendations to maximize their positions. Page 185 of 205 In both situations with the establishment of EEF and EMRF, the creation of the entities allowed for flexibility in acquiring and/or improving land for the betterment of the community while limiting liability. Many years later, the structures of both entities have created confusion and may inhibit the City's ability to maximize the City's financial position. In the case of EMRF, there is no real estate expertise on staff in the city, the City Council approves of all leasing decisions, and a private firm is assisting in the marketing and leasing of the land. The Foundation creates an extra layer of decision-making that should be reexamined. In the case of EEF, the impetus for creation was the clean-up and redevelopment of the former Cinderella City site. The Certificates of Participation on the redevelopment are expiring at the end of 2022. Additionally, EEF manages several contracts for the maintenance of the City Center property or common area maintenance (CAM) and acts as a landlord for several tenants. This Foundation creates another layer of approval and interaction in the current operations and the future of the site and Foundation structure needs to be reexamined. FINANCI AL IMPLICATIONS: There is no direct financial impact to the City. The two organizations have funding available to cover the cost of the audit, not to exceed $30,000. ALTERNATIVES: An in-house assessment of each organization and recommendations from staff on policy direction. CONCLUSION: This provides the best option for Council to have access to relevant and timely policy guidance in two key areas. ATTACHMENTS: Contract Approval Summary Professional Services Agreement Schedule A Page 186 of 205 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: Mark Woulf Phone: 303-762-2314 Title: Assistant City Manager Email: mwoulf@englewoodco.gov Vendor Contact Information Vendor Name: CliftonLarsonAllen, LLP Vendor Contact: Audrey Donovan Vendor Address: 8390 E Crescent Parkway Vendor Phone: 303-793-1453 City: Greenwood Village Vendor Email: Audrey.donovan@CLAconnect.com State: CO Zip Code: 80111 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: 02/21/2018 End Date: 12/31/2018 Total Years of Term: < 1 yr. Total Amount of Contract for term (or estimated amount if based on item pricing): $30,000 If Amended: Original Amount $ Amendment Amount $ Total as Amended: $ Renewal options available: None Payment terms (please describe terms or attach schedule if based on deliverables): Variable hourly rate based on CLA resources, not to exceed total amount of $30,000. Attachments: ☐Copy of original Contract if this is an amendment CliftonLarsonAllen, LLP. (CLA), will perform a performance audit of the Englewood Environmental Foundation and the Englewood McLellan Reservoir Foundation. Page 187 of 205 Contract Approval Summary V10/25/2017 Page | 2 ☐Copies of related Contracts/Conveyances/Documents Source of funds: Budgeted Funds: $30,000 Line Item Description: Professional Services Line Item Total Funding: $ N/A** Portion of Line Item spent to date: $0 Funding Source: Fund: EEF/EMRF Division Code: Note (if needed): **NOTE: Not applicable. EEF and EMRF are independent organizations (component units) and are not included in the overall City of Englewood budget. Attachments: ☐Copy of budget page from current budget book if contract value $25,000 or over or requires Council approval. 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 RFP is not required for Professional Services per Charter – Article X, Part IV, Section 113. CLA provides unique professional services to match our needs in a variety of areas that encompass a performance audit. Page 188 of 205 Page 189 of 205 Page 190 of 205 Page 191 of 205 Page 192 of 205 Page 193 of 205 Page 194 of 205 Page 195 of 205 Page 196 of 205 Page 197 of 205 Page 198 of 205 Page 199 of 205 CliftonLarsonAllen8390 East Crescent Parkway, Suite 500Greenwood Village, CO 80111Page 200 of 205 Page 201 of 205 Page 202 of 205 Page 203 of 205 Page 204 of 205 Page 205 of 205