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HomeMy WebLinkAbout2018-05-21 (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, May 21, 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 May 7, 2018 City Council Regular - 07 May 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. Matt Millen, an Englewood resident, will address Council regarding ransomware attacks. b. Doug Cohn, an Englewood resident, will address Council regarding historic preservation. 7. Recognition of Unscheduled Public Comment Speakers must sign up for Unscheduled Public Comment at the beginning of the meeting. (This is an opportunity for the public to address City Council. There is an expectation that the presentation will be conducted in a respectful manner. Council may ask 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. 8. Communications, Proclamations, and Appointments a. Men's Health Month Men's Health Proclamation 9. Consent Agenda Items a. Approval of Ordinances on First Reading i. Arapahoe County Collaborative Transportation Forum Agreement CB 16 - Pdf Council shall review the attached Intergovernmental Agreement and determine whether or not to approve its form. The City's legal staff has reviewed the Page 1 of 364 Englewood City Council Regular Agenda May 21, 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. agreement and found it to be sufficient. Staff recommends approval of the Intergovernmental Agreement to join the transportation forum. Staff: City Manager Eric Keck b. Approval of Ordinances on Second Reading. i. CB 13 - CDOT IGA for Dartmouth Bridge CB 13 - Pdf Staff recommends approval of this IGA with CDOT for the rehabilitation of the Dartmouth Ave. bridge over the South Platte River. Staff: Engineering Manager Paul Weller ii. CB 14 - Denver Water - Englewood IGA CB 14 - Pdf Water and Sewer Board recommends Council approval by Ordinance an Inter- Governmental Agreement with Denver Water for sharing of costs incurred for the joint services of Martin and Wood Consultants, Inc. between the City of Englewood and Denver Water for the Timbro Ranch Cattle Company case. Martin and Wood Consultants are the Utilities Department's water consultants. Staff: Director of Utilities Tom Brennan c. Resolutions and Motions i. SPWRP Emergency Repairs Anaerobic Digester Complex SPWRP Emergency Repairs Anaerobic Digester Complex - Pdf The South Platte Water Renewal Partners (SPWRP), owned by Littleton/Englewood, recommends Council approve, by Motion, the concluding approval of emergency funds totaling $74,512.12 expended to remedy maintenance and repair issues related to Digester No. 3 identified in February 2018. This recommendation was approved by the Supervisory Committee on April 19, 2018. Staff: Deputy Director of Strategic Programs Blair Corning ii. Carpet Replacement Civic Center 3rd Fl. Finance Area & Malley Center Offices Carpet Replacement Civic Center 3rd Fl. Finance Area & Malley Center Offices - Pdf Staff recommends that Council approve, by motion, new carpeting for the Finance Office area on the 3rd floor of the Civic Center and the Malley Center Admin Offices. Staff: Facility Services and Maintenance Administrator Dan Long iii. Professional Services Agreement AEC-West PSA - Pdf The City of Englewood Building Division recommends that Council approve, by motion, a Professional Services Agreement with AEC-West (formerly C-West) Code Consultants for plan review and inspection services. Staff: Chief Building Official Karen Montanez iv. SPWRP Stratum Consulting Partners for EAM Page 2 of 364 Englewood City Council Regular Agenda May 21, 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. SPWRP Stratum Consulting Partners for EAM - Pdf The South Platte Water Renewal Partners (SPWRP), owned by Littleton/Englewood, recommends Council approve, by Motion, a professional services contract with Stratum Consulting Partners for $30,000 for specialized coding and development, consulting, and training in support of the City’s Infor EAM (Enterprise Asset Management software) implementation. This recommendation was approved by the Supervisory Committee on April 19, 2018. Staff: Deputy Director Business Administration/Communications Manager Jenifer Doane v. SPWRP Labworks Support Contract 2018 SPWRP Labworks Support Contract 2018 - Pdf The South Platte Water Renewal Partners (SPWRP), owned by Littleton/Englewood, recommends Council approve, by Motion, a professional services contract with Labworks, LLC., for support services for Laboratory Information Management System (LIMS) in the amount of $24,075.00 and the approval of software upgrade for $7,100 for a total of $31,175. This recommendation was approved by the Supervisory Committee on April 19, 2018. Staff: Deputy Director Business Administration/Communications Manager Jenifer Doane vi. SPWRP Mountain States Imaging SPWRP Mountain States Imaging - Pdf The South Platte Water Renewal Partners (SPWRP), owned by Littleton/Englewood, recommends Council approve, by Motion, a professional services contract with Mountain States Imaging for document scanning and imaging in the amount of $45,000.00 to support the organization’s move to an electronic data, information, and records management (DRIM) system. This recommendation was approved by the Supervisory Committee on April 19, 2018. Staff: Deputy Director Business Administration/Communications Manager Jenifer Doane vii. SPWRP Upgrade and Replacement of Fire Alarm Panels and Detectors SPWRPUpgrade and Replacement of Fire Alarm Panels and Detectors - Pdf The South Platte Water Renewal Partners (SPWRP), owned by Littleton/Englewood, recommends Council approve, by Motion, a contract with Johnson Controls (aka SimplexGrinnell) for the upgrade and replacement of fire alarm panels and detectors at the South Platte Water Renewal Partners facility in the amount of $95,200. This recommendation was approved by the Supervisory Committee on February 15, 2018. Staff: Deputy Director Business Administration/Communications Manager Jenifer Doane 10. Public Hearing Items Page 3 of 364 Englewood City Council Regular Agenda May 21, 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. CB 12 - Retail Liquor Tasting Permit CB 12 - Pdf Staff is recommending Council approve a Bill for an Ordinance establishing a Retail Liquor Tasting Permit in accordance with C.R.S. 12-47-301(10) and applicable provisions of the Englewood Municipal Code. Tastings are a sampling of malt, vinous, or spirituous liquors that may occur on the premises of a retail liquor store licensee or liquor-license drugstore licensee by adult patrons of the licensee pursuant to the provisions of section 12-47- 301(10), C.R.S. Staff: Deputy City Clerk Jackie McKinnon ii. CB 15 - IGA with Arapahoe for CDBG and HOME Program CB 15 - Pdf Staff recommends Council approve a Bill for an Ordinance authorizing the execution of a three-year Intergovernmental Cooperation Agreement (IGA) between Arapahoe County and the City of Englewood relating to the conduct of Community Development Block Grant (CDBG) and Home Investment Partnership (HOME) programs for program grant years 2019 - 2021. Staff: Director of Community Development Brad Powers b. Approval of Ordinances on Second Reading c. Resolutions and Motions i. ERC Flat Roofs & Skylight Replacements ERC Flat Roofs & Skylight Replacements - Pdf Staff recommends Council approve, by motion, a contract with Garland/DBS for the amount of $399,536 to replace the specified flat roofs and the skylight over the "kiddie pool". Staff: Facility Services and Maintenance Administrator Dan Long ii. Resolution for a year-end supplemental appropriation to the 2017 Budget Resolution for a year-end supplemental appropriation to the 2017 Budget - Pdf Staff recommends City Council approve the attached resolution for a year-end supplemental appropriation to the 2017 Budget. Staff: Director of Finance and Administrative Services Kathleen Rinkel 12. General Discussion a. Mayor's Choice b. Council Members' Choice 13. City Manager’s Report 14. City Attorney’s Report Page 4 of 364 Englewood City Council Regular Agenda May 21, 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. 15. Adjournment Page 5 of 364 MINUTES City Council Regular Meeting Monday, May 7, 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 Russell at 7:01 p.m. 2 Invocation The invocation was given by Council Member Barrentine. 3 Pledge of Allegiance The Pledge of Allegiance was led by Council Member Barrentine. 4 Roll Call COUNCIL PRESENT: Mayor 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 Deputy City Clerk McKinnon Assistant City Clerk Reed Truscott Executive Assistant Fenton, Community Development Director Rinkel, Finance and Administrative Services Director Brennan, Utilities Interim Director Nimmo, Public Works Fleet Manager Edwards, Public Works Engineering Manager Weller, Public Works Police Chief Collins, Police Department Deputy Police Chief Watson, Police Department Page 1 of 9 Draft Page 6 of 364 City Council Regular May 7, 2018 Englewood Police Community Relations Specialist Arnoldy, Police Department Technical Support Specialist Ramirez, Information Technology Technical Support Specialist Hunnicutt, Information Technology 5 Consideration of Minutes of Previous Session Minutes of the Regular City Council Meeting of April 16, 2018. a) Minutes of the Regular City Council Meeting of April 16, 2018. Moved by Council Member Cheryl Wink Seconded by Council Member Linda Olson TO APPROVE THE MINUTES OF THE REGULAR CITY COUNCIL MEETING OF APRIL 16, 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) Toni Arnoldy, Englewood Police Community Relations Specialist, presented certificates to the 2018 Citizens Police Academy graduates. Carl Adams Melissa Adams Dolores J. Pol Aguilar Hedy Anselman Taylor Bigandt Jordan Britt Judith Browne Nancy Byers Carol Curtis Britt Fuiks Aurelio Gazotti Brian Hart Irene C Jackson Timothy Joe Neputi Stephen Powers Bernadette Saleh Page 2 of 9 Draft Page 7 of 364 City Council Regular May 7, 2018 Jean Walton Stephen Walton Deborah Ward Steve Ward Cheryl Wink Katelyn Yarian b) Elaine Hults, an Englewood resident, was scheduled to address Council but was not present. c) Kathleen Bailey, an Englewood resident, addressed Council regarding a response to the announced recall election. d) Matt Millen, an Englewood resident, was scheduled to address Council but was not present. e) Ida May Nicholl, an Englewood resident, addressed Council regarding the Englewood Military Memorial. f) Doug Cohn, an Englewood resident, addressed Council regarding historic preservation. 7 Recognition of Unscheduled Public Comment Council responded to Public Comment 8 Communications, Proclamations, and Appointments There were no Communications, Proclamations, or Appointments. 9 Consent Agenda Items Moved by Council Member Barrentine, seconded by Council Member Martinez to approve Consent Agenda Items 9 (a)(i) and 9 (c) (i-ii). Council Member Barrentine removed Agenda Item 9(c)(i-ii) from Consent Agenda. a) Approval of Ordinances on First Reading i) CB 14 - Denver Water - Englewood IGA Moved by Council Member Laurett Barrentine Seconded by Council Member Amy Martinez COUNCIL BILL NO. 14 INTRODUCED BY COUNCIL MEMBER BARRENTINE A BILL FOR AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT FOR JOINT SERVICES Page 3 of 9 Draft Page 8 of 364 City Council Regular May 7, 2018 BETWEEN THE CITY AND COUNTY OF DENVER BY AND THROUGH ITS BOARD OF WATER COMMISSIONERS AND THE CITY OF ENGLEWOOD Motion to approve Consent Agenda Item 9 (a) (i) For Against Abstained Amy Martinez (Seconded By) x Linda Olson x Laurett Barrentine (Moved By) x Rita Russell x Cheryl Wink x Dave Cuesta x 6 0 0 Motion CARRIED. b) Approval of Ordinances on Second Reading. There were no Ordinances on Second Reading. c) Resolutions and Motions i) Allen Plant Alum Residuals Removal and Disposal [Clerks note: This agenda item was pulled from Consent Agenda and considered independently.] Moved by Council Member Linda Olson Seconded by Council Member Amy Martinez MOTION APPROVING A CONTRACT WITH NORM SERVICES, LLC IN THE AMOUNT OF $149,312.00 FOR RESIDUALS REMOVAL AND DISPOSAL AT THE ALLEN WATER FILTRATION PLANT. 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 Page 4 of 9 Draft Page 9 of 364 City Council Regular May 7, 2018 Motion CARRIED. ii) Purchase Jacobsen AR-522 Mower for Golf Course [Clerks note: This agenda item was pulled from Consent Agenda and considered independently.] Moved by Council Member Linda Olson Seconded by Council Member Cheryl Wink MOTION APPROVING THE PURCHASE OF A JACOBSEN AR-522 MOWER FOR THE GOLF COURSE FROM C & M GOLF AND GROUNDS EQUIPMENT USING THE NJPA (NATIONAL JOINT POWERS ALLIANCE) QUOTE OF $40,800. 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. 10 Public Hearing Items No public hearing was scheduled before Council. 11 Ordinances, Resolutions and Motions a) Approval of Ordinances on First Reading i) CB 13 - CDOT IGA for Dartmouth Bridge Moved by Council Member Amy Martinez Seconded by Council Member Laurett Barrentine COUNCIL BILL NO. 13 INTRODUCED BY COUNCIL MEMBER MARTINEZ A BILL FOR AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE COLORADO DEPARTMENT OF TRANSPORTATION (CDOT) AND THE CITY OF ENGLEWOOD, COLORADO THAT PERTAINS TO REHABILITATION Page 5 of 9 Draft Page 10 of 364 City Council Regular May 7, 2018 AND WIDENING OF THE DARTMOUTH AVENUE BRIDGE OVER THE SOUTH PLATTE RIVER. For Against Abstained Amy Martinez (Moved By) x Linda Olson x Laurett Barrentine (Seconded By) x Rita Russell x Cheryl Wink x Dave Cuesta x 6 0 0 Motion CARRIED. b) Approval of Ordinances on Second Reading There were no Ordinances on Second Reading. c) Resolutions and Motions i) Award 2018 Concrete Ramp & Utility Program Moved by Council Member Linda Olson Seconded by Council Member Cheryl Wink Motion approving a contract with Silva Construction Inc., for $785,449.50 for construction of the Concrete Ramp & Utility Program for 2018 and an additional $78,544.95 contingency for unidentified work for a total of $863,994.45. 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) Resolution for 2018 Budget Supplemental Appropriation for the Concrete Utility Fund Moved by Council Member Cheryl Wink Seconded by Council Member Linda Olson Page 6 of 9 Draft Page 11 of 364 City Council Regular May 7, 2018 RESOLUTION NO. 16, SERIES OF 2018 A RESOLUTION APPROVING RE-APPROPRIATION FOR THE CONCRETE UTILITY PROGRAM. 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. 12 General Discussion a) Mayor's Choice i) Executive Session for discussion of a personnel matter under C.R.S. Section 24-6-402(2)(f) and for a conference with the City attorney for the purpose of receiving legal advice on specific legal questions under C.R.S. Section 24-6-402(4)(b). Moved by Council Member Linda Olson Seconded by Council Member Amy Martinez TO MOVE INTO EXECUTIVE SESSION WITH CITY ATTORNEY TO DISCUSS A PERSONNEL MATTER UNDER C.R.S. SECTION 24-6- 402(2)(f) AND FOR THE PURPOSE OF RECEIVING LEGAL ADVICE ON SPECIFIC LEGAL QUESTIONS UNDER C.R.S. SECTION 24-6- 402(4)(b). 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 5 1 0 Motion CARRIED Page 7 of 9 Draft Page 12 of 364 City Council Regular May 7, 2018 The meeting recessed at 8:05 p.m. to go into Executive Session. The meeting reconvened at 8:54 p.m. with all Council Members present. Moved by Council Member Linda Olson Seconded by Council Member Laurett Barrentine TO CLOSE THE EXECUTIVE SESSION. For Against Abstained Amy Martinez x Linda Olson (Moved By) x Laurett Barrentine (Seconded By) x Rita Russell x Cheryl Wink x Dave Cuesta x 6 0 0 Motion CARRIED. b) Council Members' Choice 13 City Manager’s Report a) Council Travel to Colorado Municipal League Conference Moved by Council Member Amy Martinez Seconded by Council Member Dave Cuesta Motion to approve two members traveling to Vail, Colorado for the 96th Annual CML Conference. The purpose of this conference is professional development related to the duties as elected municipal officials. For Against Abstained Amy Martinez (Moved By) x Linda Olson x Laurett Barrentine x Rita Russell x Cheryl Wink x Dave Cuesta (Seconded By) x 6 0 0 Motion CARRIED. b) SANS update was not discussed. Page 8 of 9 Draft Page 13 of 364 City Council Regular May 7, 2018 14 City Attorney’s Report 15 Adjournment MAYOR PRO TEM RUSSELL MOVED TO ADJOURN. The meeting adjourned at 9:11 p.m. Deputy City Clerk Page 9 of 9 Draft Page 14 of 364 1 P R O C L A M A T I O N DECLARING JUNE 2018, AS MEN’S HEALTH MONTH TO HEIGHTEN THE AWARENESS OF MEN’S PREVENTABLE HEALTH PROBLEMS AND INCREASING EARLY DETECTION AND TREATMENT OF DISEASE. WHEREAS, despite advances in medical technology and research, men continue to live an average of five years less than women; with Native American and African-American men having the lowest life expectancy; and WHEREAS, educating the public and health care providers about the importance of a healthy lifestyle and early detection of male health problems will result in reducing rates of mortality from disease; and WHEREAS, men who are educated about the value that preventive health can play in prolonging their lifespan and their role as productive family members will be more likely to participate in health screenings; and WHEREAS, fathers who maintain a healthy lifestyle are role models for their children and have happier, healthier children; and WHEREAS, the Men’s Health Network worked with Congress to develop a national men’s health awareness period as a special campaign to help educate men, boys, and their families about the importance of positive health attitudes and preventative health practices; and WHEREAS, the Men’s Health Month website has been established at www.MensHealthMonth.org and features resources, proclamations and information about awareness events and activities, including Wear Blue for Men’s Health; and WHEREAS, the City of Englewood, Colorado will focus on a broad range of men’s health issues including heart disease, mental health, diabetes, and prostate, testicular and colon cancer during Men’s Health Month; and WHEREAS, the citizens of this city are encouraged to increase awareness of the importance of a healthy lifestyle, regular exercise and medical checkups. NOW THEREFORE, I, Rita Russell, Mayor Pro Tem of the City of Englewood, Colorado, hereby proclaim THE MONTH OF JUNE, 2018 AS MEN’S HEALTH MONTH GIVEN under my hand and seal this 21st day of May, 2018. Rita Russell, Mayor Pro Tem Page 15 of 364 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Eric Keck DEPARTMENT: City Manager's Office DATE: May 21, 2018 SUBJECT: CB 16 - Arapahoe County Collaborative Transportation Forum Agreement DESCRIPTION: CB 16 - Arapahoe County Collaborative Transportation Forum Agreement RECOMMENDATION: Council shall review the attached Intergovernmental Agreement and determine whether or not to approve its form. The City's legal staff has reviewed the agreement and found it to be sufficient. Staff recommends approval of the Intergovernmental Agreement to join the transportation forum. PREVIOUS COUNCIL ACTION: Council Study Session 14 May 2018 SUMMARY: Every four years the State of Colorado Department of Transportation (CDOT) is required by federal regulations through the Federal Highway Administration (FHWA) to complete a statewide Transportation Improvement Plan. The process to complete these plans is required to be led by the regional Metropolitan Planning Organizations (MPO), in the Denver region this is the Denver Regional Council of Governments (DRCOG). The TIP creates a statewide priority project list that drives the allocation of federal transportation funds and grants that are allocated to each state. Most people see this as money for roads but there are large cutouts that occur in the allocation to the states to support non-road specific projects, for example transit, air quality, multi-modal, freight rail, and safety. The MPOs also assist in the designation of the project list for these areas but the project priorities are set in a different methodology. TIP funds can only be used for new capacity, congestion, safety, design/studies or environmentally important projects, the funds cannot be used for maintenance. DRCOG has initiated a new process for determining what projects should be included in the 2020-2023 TIP. The “dual model” process provides an opportunity to fund local priority projects in addition to regional priority projects. There will be focus on Metro Vision and the Regional Transportation Plan The process for the next four year TIP is underway currently to coincide with the federal funding year that begins in October 2019. In the process of preparing a TIP all MPOs must develop a set of project scoring criteria that cover a range of factors to develop a final project priority list that creates the most value and highest use of dollars. The scoring process is managed through the Technical Advisory Committee (TAC) and proceeds for final approval to the DRCOG Board. Historically, DRCOG has managed a process where all project submissions and scoring is complete in one large super regional pot. Beginning with the 2019 cycle DRCOG has adopted a new model that creates a regional pot of funds and then eight sub regional allocations, this model was used in Page 16 of 364 the Seattle Metro area for the last two TIP cycles. The funds are allocated 20% to regional and 80% sub regional. The sub regions are laid out by county. The City of Englewood is part of three sub regions: Arapahoe, Douglas, and Jefferson Counties. In the process the DRCOGTIP Policy Working Group is creating a set of master scoring criteria that all sub regions must use as baseline but can then be customized to meet local needs. For example, Arapahoe County has chosen to further subdivide the region into three areas; East, Central, West, as there are major differences in the transportation characteristics, needs and dynamics in each area. Regional projects require a 50% local match, while sub regional projects will require between 20 -30% match. It is required that each sub region develop an IGA or MOU between all partners to assure that there is agreement on how the process will occur, be scored, and what the primary core tenets are in decision making. Each region will have a “forum” that will include an executive committee of elected officials from each jurisdiction, as well as a TAC for the details of scoring and technical review. Englewood will need to participate in three IGAs. This item is the first of the three to come forward. Within Arapahoe County the Forum has hosted over a dozen meetings to date to move the process quickly and has received concurrence on the proposed IGA by the 14 jurisdictions in the sub region. The TIP process does not guarantee funds to any city or county, it produces a priority project list that accounts for many factors in creating the most effective funding allocation list. The TIP will have over 100 projects on the final program list but perhaps 20 will making the funding cut line. The TIP also provides a mechanism to prioritize projects if additional funding were to become available during the 4-year TIP cycle, for example in the case of Congress providing a boost in transportation funds through a transportation investment package. More information on the DRCOG TIP process can be found at: https://drcog.org/programs/transportationplanning/transportation-improvement- program/2020-2023-transportation Once the City approves the Intergovernmental Agreement (IGA) which is attached, the Council will need to appoint a member of the Council to the Arapahoe County Executive Committee or Arap CO Exec Committee who will work with the other members of the Committee to create a project funding list. This project funding list will be then be submitted to DRCOG for each TIP cycle. The Council will also need to appoint an alternate to the ArapCO Exec Committee who would serve when the main appointee cannot serve. Additionally, the City will need to appoint a staff member to the Arapahoe County Technical Committee. The Technical Committee is charged with the heavy lifting of review, evaluation, and scoring of project applications submitted for both regional and sub-regional projects. FINANCIAL IMPLICATIONS: There is no cost to participate in the forum. However, participation in the forum may lead to the opportunity to obtain funds for critical transportation projects that have a regional benefit as well a as benefit to the citizens of Englewood. ATTACHMENTS: Council Bill #16 Arapahoe County Collaborative Transportation Forum Agreement Page 17 of 364 1 BY AUTHORITY ORDINANCE NO. ____ COUNCIL BILL NO. 16 SERIES OF 2018 INTRODUCED BY COUNCIL MEMBER _________________ A BILL FOR AN ORDINANCE APPROVING AND AUTHORIZING AN INTER-GOVERNMENTAL AGREEMENT BETWEEN ARAPAHOE COUNTY, THE CITIES OF AURORA, CENTENNIAL, CHERRY HILLS VILLAGE, ENGLEWOOD, GLENDALE, GREENWOOD VILLAGE, LITTLETON, AND SHERIDAN, THE TOWNS OF BENNETT, BOWMAR, COLUMBINE VALLEY, DEER TRAIL, AND FOXFIELD, RELATING TO THE ARAPAHOE COUNTY COLLABORATIVE TRANSPORTATION FOURM WHEREAS, the Denver Regional Council of Governments (“DRCOG”) allocates certain federal funds for transportation related projects eligible for federal funding through its Transportation Improvement Program (TIP”); WHEREAS, the federal funds include multi-modal facilities such as new roadways, widening of roadways, bridges, on and off-street bike and pedestrian facilities, interchanges, intersections, transit and bus service, studies, etc., (“Transportation Improvements”); WHEREAS, DRCOG is the Metropolitan Planning Organization (“MPO”) for the Denver Metropolitan Area, and has developed a Dual Model TIP process for the allocation of federal funds provided to DRCOG as the MPO, which consists of a Regional and Sub-Regional apportionment of federal funds as decided and approved by the DRCOG Board; WHEREAS, the DRCOG Board through the approval of the DRCOG TIP Policy and Criteria has established Sub-Regions within their boundary, which consists of each county as a Sub-Region for that county; WHEREAS, the DRCOG Board of Directors has authorized local governments within the Arapahoe County Sub-Region (“the Sub-Region”) to propose jointly to the DRCOG Board of Directors allocation of federal transportation funding for Transportation Improvements within Arapahoe County’s incorporated and unincorporated areas; WHEREAS, the Cities and Towns (“Agencies or Agency”) as signatories to the Intergovernmental Agreement desire to establish a forum of local Agency jurisdictions within the Arapahoe County Sub-Region in order to coordinate transportation planning and funding requests to the TIP among such participating Agencies; WHEREAS, the Forum is responsible for soliciting, selecting, recommending and submitting a list of Sub-Regional Transportation Improvement Projects (“Sub-Regional Projects”) to DRCOG; Page 18 of 364 2 WHEREAS, communities within Arapahoe County will benefit from the collective planning efforts of the Agencies working together to implement a transportation system to ensure the efficient movement of people and goods; WHEREAS, the Agencies wish to set forth their mutual understanding of how the Agencies will coordinate transportation planning efforts in Arapahoe County for purposes of submitting project funding requests to the Colorado Department of Transportation, Regional Transportation District, and the Denver Regional Council of Governments for consideration in the TIP and State Transportation Improvement Program, and to coordinate local agency funding partnerships on locally funded only projects; WHEREAS , the Agencies wish to set forth their mutual understanding of the manner in which the transportation planning efforts in Arapahoe County will be conducted and coordinated for the purpose of submitting Regional and Sub-Regional Project Funding requests to DRCOG for consideration, and also for identification, collaboration, and prioritization of transportation improvements during the off-TIP years; and WHEREAS, the passage of this Ordinance authorizes the execution of a two-year, with automatic renewals for successive two-year terms, Intergovernmental Agreement between Arapahoe County the Cities of Aurora, Centennial, Cherry Hills Village, Englewood, Glendale, Greenwood Village, Littleton and Sheridan, the Towns of Bennett, Bowmar, Columbine Valley, Deer Trail, and Foxfield relating to the Arapahoe County Collaborative Transportation Forum. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Section 1. The attached “Intergovernmental Agreement between Arapahoe County, the Cities of Aurora, Centennial, Cherry Hills Village, Englewood, Glendale, Greenwood Village, Littleton, and Sheridan, the Towns of Bennett, Bowmar, Columbine Valley, Deer Trail, and Foxfield, relating to the Arapahoe County Collaborative Transportation Forum” attached hereto as Attachment A, is hereby accepted and approved by the Englewood City Council. Section 2. The Mayor and City Clerk are hereby authorized to sign and attest said Agreement for and on behalf of the City of Englewood, Colorado. Section 3. The City Manager shall be authorized to further extend and/or amend the Intergovernmental Agreement after the initial two year term Introduced, read in full, and passed on first reading on the 21st day of May, 2018. Published by Title as a Bill for an Ordinance in the City’s official newspaper on the 23rd day of May, 2018. Published as a Bill for an Ordinance on the City’s official website beginning on the 22nd day of May, 2018. Page 19 of 364 3 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 the Bill for Ordinance introduced, read in full, and passed on first reading on the 21st day of May, 2018. Stephanie Carlile Page 20 of 364 1 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 ARAPAHOE COUNTY COLLABORATIVE TRANSPORTATION FORUM AGREEMENT INTERGOVERNMENTAL AGREEMENT AMONG CITY OF AURORA TOWN OF BENNETT TOWN OF BOWMAR CITY OF CENTENNIAL CITY OF CHERRY HILLS VILLAGE TOWN OF COLUMBINE VALLEY TOWN OF DEER TRAIL CITY OF ENGLEWOOD TOWN OF FOXFIELD CITY OF GLENDALE CITY OF GREENWOOD VILLAGE CITY OF LITTLETON CITY OF SHERIDAN AND ARAPAHOE COUNTY THIS ARAPAHOE COUNTY COLLABORATIVE TRANSPORTATION FORUM AGREEMENT (the “Agreement”) is entered into effective as of the _____ day of ________, 2018 (the “Effective Date”), by and among the Cities of Aurora, Centennial, Cherry Hills Village, Englewood, Glendale, Greenwood Village, Littleton, and Sheridan, the Towns of Bennett, Bowmar, Columbine Valley, Deer Trail, and Foxfield, and Arapahoe County, all such parties being referred to collectively herein as the “Agencies” or individually, as an “Agency” WITNESSETH WHEREAS, the Agencies are all communities having governmental jurisdiction within their respective territorial boundaries within Arapahoe County, Colorado; and WHEREAS, as local government Agencies, all are authorized by the provisions of Colo. Const. art. XIV, § 18(2)(a) and C.R.S. §§ 29-1-201, et seq., to contract with one another to provide any function, service or facility lawfully authorized to each; and WHEREAS, the Denver Regional Council of Governments (“DRCOG”), through its Transportation Improvement Program (“TIP”), allocates certain federal funding for transportation- related projects eligible for federal funding, which include multi-modal facilities such as new roadways, widening of roadways, bridges, on and off-street bike and pedestrian facilities, interchanges, intersections, transit and bus service, studies, etc (“Transportation Improvements”) as the Metropolitan Planning Organization (“MPO”) for the Denver Metropolitan Area; and Attachment A Page 21 of 364 2 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 WHEREAS, DRCOG has developed a Dual Model TIP process for allocation of federal funds provided to DRCOG as the MPO, which consists of a Regional and Sub-Regional apportionment of federal funds as decided and approved by the DRCOG Board; and WHEREAS, the solicitation, evaluation, selection, and approval of Regional projects and distribution of the Regional portion of the MPO federal funds will be the sole responsibility of DRCOG and the DRCOG Board; and WHEREAS, the DRCOG Board has established that Regional Project applications shall only be accepted from the Colorado Department of Transportation (“CDOT”), Regional Transportation District (“RTD”), and the Sub-Regions within DRCOG’s boundary; and WHEREAS, the DRCOG Board through approval of the DRCOG TIP Policy and Criteria has established Sub-Regions within their boundary, which consists of each county as a Sub-Region for that county; and WHEREAS, the DRCOG Board of Directors has authorized local governments within Arapahoe County Sub-Region (“the “Sub-Region”) to propose jointly to the DRCOG Board of Directors allocation of federal transportation funding for Transportation Improvements within Arapahoe County’s incorporated and unincorporated areas (“Sub-Regional Funding”); and WHEREAS, the coordinated efforts of all the Agencies are necessary to implement the Sub-Regional Funding allocation process for the DRCOG TIP and to ensure adequate transportation infrastructure to meet the needs of Arapahoe County residents currently and in the future; and WHEREAS, the Agencies, as signatories hereto, desire to establish a forum of local Agency jurisdictions within the Arapahoe County Sub-Region (“Forum”) in order to coordinate transportation planning and funding requests to the TIP among such participating Agencies; and WHEREAS, Transportation Improvements that are eligible for funding may include such items as traffic signals, intelligent transportation systems (ITS), transportation demand management (TDM), etc. as part of that Transportation Improvement project and are considered “Elements” of the larger Transportation Improvement project, but such “Elements” shall not be submitted by the Forum to DRCOG for consideration for standalone project funding under this Agreement as each Agency is eligible to apply for such standalone “Elements” funding through the DRCOG TIP within the Traffic Signal System Improvement Program (TSSIP)/ITS and TDM Pools; and WHEREAS, pursuant to federal requirements, Agencies are eligible to submit project applications to the Forum for consideration of TIP funding if they meet the eligibility requirements for funding irrespective of whether the Agency has signed this Agreement; and WHEREAS, the Forum is responsible for selecting and submitting Regional Transportation Improvement project applications (“Regional Projects”) to DRCOG in conformity with the requirements and processes outlined in this Agreement for Arapahoe County Regional Funding with the undersigned Agencies agreeing not to submit individual projects to DRCOG directly; and Page 22 of 364 3 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 WHEREAS, the Forum is responsible for soliciting, selecting, recommending and submitting a list of Sub-Regional Transportation Improvement Projects (“Sub-Regional Projects”) to DRCOG in conformity with the requirements and processes outlined in this Agreement for Arapahoe County Sub-Regional Funding with the undersigned Agencies agreeing not to submit individual projects to DRCOG directly; and WHEREAS, Arapahoe County communities will benefit from the collective planning efforts of the Agencies working together to implement a transportation system to ensure the efficient movement of people and goods; and WHEREAS, the Agencies wish to set forth their mutual understanding of how the Agencies will coordinate transportation planning efforts in Arapahoe County for purposes of submitting project funding requests to the Colorado Department of Transportation ("CDOT”), Regional Transportation District (“RTD”), and the Denver Regional Council of Governments ("DRCOG") for consideration in the TIP and State Transportation Improvement Program (“STIP”) and to coordinate local agency funding partnerships on locally funded only projects, as appropriate; and WHEREAS, the Agencies wish to set forth their mutual understanding of the manner in which the transportation planning efforts in Arapahoe County will be conducted and coordinated for the purpose of submitting Regional and Sub-Regional Project Funding requests to DRCOG for consideration, and also for identification, collaboration, and prioritization of transportation improvements during the off-TIP cycle years. NOW, THEREFORE, THE AGENCIES HEREBY AGREE TO COOPERATE AS FOLLOWS: 1. Term. The term of the Agreement shall commence on the Effective Date and be for an initial term of two (2) years (“Initial Term”) from the Effective Date. Thereafter, this Agreement shall be automatically renewed for successive two-year (2) terms. However, after expiration of the Initial Term, any Agency may withdraw from the renewed Agreement by providing written notice of its intent to do so at least (30) days prior to the date of their withdrawal from this Agreement. The notice to withdraw shall be by formal action of the governing body of the Agency requesting withdrawal. The Agreement shall remain in effect as to all Agencies which have not withdrawn unless terminated by all of the Agencies. 2. Agency Option to Sign Agreement. If an Agency has not originally signed this Agreement, or withdraws from the Agreement pursuant to the provision in Section 1 above, such Agency may become a party to this Agreement by executing the Agreement. This opportunity to become a party to the Agreement will need to occur prior to the TIP Cycle Call for Projects applications. 3. Arapahoe County Executive Committee. There is created an Arapahoe County Executive Committee (“ArapCo Exec Committee”). Each Agency shall appoint a member of its governing body (“Appointee”) to serve on the ArapCo Exec Committee. It shall be the duty and purpose of the ArapCo Exec Committee to create the Sub-Regional Projects list to submit to DRCOG for Sub-Regional Funding, as well as the Regional Project application from the Arapahoe County Sub-Region. The lists will be created after input and recommendation from the ArapCo Tech Committee, in conformity with paragraphs 10-14 of this Agreement. Page 23 of 364 4 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 The ArapCo Exec Committee will cooperate and work diligently and in good faith among its members to create such agreed project funding lists for submission to DRCOG for each TIP cycle. The ArapCo Exec Committee shall ensure that both the Arapahoe County Transportation Forum Regional Project application submittals and Sub-Regional funding request list submitted to DRCOG comply with all grant requirements such as, but not limited to, DRCOG adopted TIP Policy and Criteria, ArapCo Exec. Committee Sub-Region adopted supplemental Policy and Criteria to DRCOG TIP Policy and Criteria, presence on the adopted fiscally constrained Regional Transportation Plan and Colorado Department of Transportation support for projects proposed on state highways, as well as support from RTD on eligible transit applications. 4. Establish an Alternate to the ArapCo Exec Committee. Each Agency shall also appoint an alternate to the ArapCo Exec Committee (“Alternate”) to be in attendance if the Appointee is unable to attend ArapCo Exec Committee meetings or to perform other duties. The Alternate shall have the authority to act in the full capacity of the Appointee. In instances where neither the Appointee nor Alternate can attend an ArapCo Exec Committee meeting, the Appointee may provide in writing to the Co-Chairs of the ArapCo Exec. Committee (see Paragraph 5) notification that another designated individual is authorized to act as a representative for the Agency and vote on its behalf at the specific meeting (“Designated Representative”). 5. Establish Co-Chair of ArapCo Exec Committee. The Appointee from Arapahoe County shall be a Co-Chair of the ArapCo Exec Committee (“ArapCo Co-Chair”). Following completion of appointments as required by Paragraphs 3 and 4, the ArapCo Exec Committee will meet and vote to elect the other Co-Chair of the ArapCo Exec Committee from the members at large (“At Large Co-Chair”). In the event an Agency from which the At Large Co-Chair is selected does not continue the appointment of such individual to the ArapCo Exec Committee, the ArapCo Exec Committee shall, at its next meeting, vote to select a new At-Large Co-Chair. The ArapCo Co-Chair and the At-Large Co-Chair (jointly, the “Co-Chairs”) will be responsible for establishing the agenda for the ArapCo Exec Committee meetings, chairing the meetings, establishing the meeting locations, establishing rules of procedure for ArapCo Exec Committee adoption, posting notice of meetings, distributing meeting minutes, and providing information for the meetings. 6. Decision Making of the ArapCo Exec Committee. Each Agency will have one vote on all decisions of the ArapCo Exec Committee. All decisions of the ArapCo Exec Committee shall be made by motion duly seconded and approved by a majority of the required quorum as set forth in paragraph 7, with each Agency member voting by either the Appointee, the Alternate or the Designated Representative of such Agency. Decisions requiring such action include, without limitation: a. The selection of project applications to be submitted to DRCOG for consideration as a Regional Project. b. The development of the Sub-Regional Project list to be submitted to the DRCOG Board for approval and inclusion in the TIP. c. The ArapCo Exec Committee will seek to collaborate on transportation needs, partnerships building, projects, and advocacy efforts in non-TIP related activities to help establish priorities and actions to pursue for Arapahoe County as whole. Page 24 of 364 5 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 7. Quorum of ArapCo Exec Committee. Quorums of the ArapCo Exec Committee will vary on the actions requiring votes as follows: a. For decisions on policy, procedures, and any decisions except as specified in Paragraph 7(b), a majority of the Agencies must be in attendance to constitute a quorum for the purpose of such vote. b. For decisions to determine the submittals of Regional Project applications and Sub- Regional Project list to the DRCOG Board for consideration for funding under the TIP, 2/3 of the Agencies must be in attendance to constitute a quorum for purpose of that vote. If there is not the requisite quorum at the time for which a vote shall have been called, the meeting may be adjourned from time to time by a majority of the Agencies present without notice, other than by announcement at the meeting, and continued until there is the requisite quorum for the relevant vote. 8. Meeting Times of ArapCo Exec Committee. During each year in which the TIP process and project selection will occur, the ArapCo Exec Committee will, at a minimum, meet monthly or as often as needed in order to develop and timely submit the coordinated project funding request list. In non-TIP Cycle years, the ArapCo Exec Committee will meet a minimum of twice a year in March and October or as set by the Co-Chairs of the ArapCo Exec Committee. 9. Notice. Notice of the ArapCo Exec Committee meetings will occur by posting of the Agenda at least 24 hours in advance of the meeting. The ArapCo Exec Committee annually shall establish a posting location in accordance with the Colorado Open Meetings Law. All ArapCo Exec Committee Meetings shall be conducted in accordance with Colorado Open Meetings Law and shall be open to the public. The ArapCo Exec Committee shall cause 7 days advance notice of every meeting to be sent by electronic mail to the email address of each Agency Appointee and Alternate as last known to the ArapCo Exec Committee. 10. Arapahoe County Technical Committee. There is also created the Arapahoe County Technical Committee (“ArapCo Tech Committee”). Each Agency will appoint a staff member from their Agency (“Tech Appointee”) to serve on the ArapCo Tech Committee. Each Agency shall also appoint an alternate (“Tech Alternate”) to the ArapCo Tech Committee to be in attendance if the Tech Appointee is unable to attend ArapCo Tech Committee meetings or other functions. The Tech Alternate shall have the authority to act in the full capacity of the Tech Appointee, but the Agency will only have one vote on the ArapCo Tech Committee. The ArapCo Tech Committee is responsible for the review, evaluation, and scoring of project applications submitted for both Regional and Sub-Regional Projects. The ArapCo Tech Committee will make recommendations to the ArapCo Exec Committee on the Regional Project application to be submitted to DRCOG and also for Sub-Regional funding selections. The ArapCo Tech Committee will utilize the DRCOG Project Evaluation and Ranking Criteria and/or Arapahoe County Transportation Forum Evaluation/Ranking Criteria as developed by the ArapCo Exec Committee to initially rank the projects submitted by eligible agencies for Sub-Regional Funding and funding through Regional process. This ranking will be presented to the ArapCo Exec Committee for their consideration and approval. Page 25 of 364 6 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 The Arapahoe County Tech Appointee will function as the Chair for the ArapCo Tech Committee, unless the ArapCo Exec Committee votes to appoint a different Chair of the ArapCo Tech Committee. The Chair is responsible for scheduling ArapCo Tech Committee meeting dates/times, setting the meeting agendas, running the meetings, distributing meeting materials and minutes for meetings, preparing documentation from the ArapCo Tech Committee to be forwarded to the ArapCo Exec Committee, and sharing ArapCo Exec Committee direction with the ArapCo Tech Committee. 11. Decision Making of the ArapCo Tech Committee. Each Agency represented on the ArapCo Tech Committee will have one vote when decisions on recommendations are needed. All decisions of the ArapCo Tech Committee shall be made by motion duly seconded and approved by a majority of the quorum in attendance at the meeting and as required by paragraph 12. In particular, this will include the development of the Sub-Regional Project and Regional Project lists to be recommended to the ArapCo Exec Committee for consideration of approval to forward to DRCOG for approval and inclusion in the TIP. The Technical Committee will also collaborate on transportation needs, partnerships building, projects, and advocacy efforts in non-TIP related activities to help establish priorities and actions to pursue for Arapahoe County as whole. 12. Quorum of ArapCo Tech Committee. In order to take action on matters before the ArapCo Tech Committee, a quorum must be present, which shall consist of a majority of the Agencies that have executed this Agreement. Tech Appointees that are in attendance of the meeting shall be entitled to vote as described in Section 11 above. If there is not a quorum at the time for which a vote shall have been called, the meeting may be adjourned from time to time by a majority of the Tech Appointees (or tech Alternates) present without notice, other than by announcement at the meeting, and continued until there is a quorum. 13. Other Agency Participation. DRCOG, CDOT, and RTD staff representatives shall be invited to attend ArapCo Exec Committee and ArapCo Tech Committee meetings, but these entities will not have any voting authority on either committee. Furthermore, Staff representatives from the Denver South Transportation Management Agency (“DSTMA”) shall also be invited to attend the ArapCo Tech Exec Committee in a non-voting capacity. 14. Sub-Region Procedures and Criteria for Possible TIP Project Selection. The Agencies agree to submit all DRCOG funding requests for Regional and Sub-regional Projects through the Forum established under this Agreement. DRCOG has established its independent overall criteria regarding project eligibility and evaluation of submitted projects. The ArapCo Exec Committee may choose to establish additional policy and criteria consistent with applicable Federal law and regulation. The procedure for the requesting applications for Regional and Sub-Region projects applications will be established by the ArapCo Exec Committee. With regard to Regional Projects submitted to DRCOG by the Forum, the ArapCo Exec Committee will: a. Receive project applications from eligible applicants. b. Evaluate applications using applicable criteria. c. Prioritize the projects. d. Determine local funding matching funding and by which agency(ies). Page 26 of 364 7 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 e. Collaborate and develop partnerships with other applicable agencies and/or Sub- regions if deemed appropriate. f. Meet to discuss the applications and make recommendations. g. Make submittal of projects to DRCOG for consideration of Regional Funding. With regard to Sub-regional Projects submitted to DRCOG by the Forum, the ArapCo Exec Committee will: a. Receive project applications from eligible applicants. b. Evaluate applications using applicable criteria. c. Prioritize the projects. d. Determine local funding matching funding and by which agency(ies). e. Collaborate and develop partnerships with other applicable agencies and/or Sub- regions if deemed appropriate. f. Meet to discuss the applications and make recommendations. g. Make submittal of a recommended portfolio of Sub-regional projects to the DRCOG Board for approval and inclusion into the TIP using Arapahoe County Sub-regional Federal Funding. In addition to the above and occurring in off-TIP Cycle years, the Forum may: a) Determine the amount and type of support the Forum will provide on various types of projects b) Collaborate on and advocate for various type of transportation projects. c) Determine whether the Forum wants to prioritize and focus on a set of prioritized regional projects for the Sub-Region. d) Pursue other types of funding with other agencies. Notwithstanding anything herein to the contrary, Agencies may apply to DRCOG directly for TIP Pool funds within the TSSIP/ITS and TDM Pools for standalone “Element” projects, including but not limited to, traffic signals, intelligent transportation systems and transportation demand management, without submitting such requests to the Forum. 15. Project Requests for Regional Funding. Any municipality and Arapahoe County may submit projects for consideration by the ArapCo Exec Committee for a Regional Funding application to DRCOG. These projects shall be of regional significance that meet the Regional eligibility, policy, and criteria established and adopted by the DRCOG Board. Each Agency submitting an application shall pre-screen every proposed project submitted to the ArapCo Exec Committee to reasonably confirm that each proposed project conforms to the DRCOG grant requirements and that any grant matching funds are reasonably anticipated to be available. As necessary, coordination shall occur with CDOT, RTD, and/or other Sub-Regions on various projects. This Agreement is not intended to preclude project proposals from cities and towns or other eligible entities that are located within Arapahoe County but are not among the Agencies. Such cities’, towns’, and other entities’ project application submittals shall be considered by the ArapCo Exec Committee on an equal basis with project requests from the Agencies. 16. Project Requests for Sub-Regional Funding. Any municipality and Arapahoe County may submit projects for consideration by the ArapCo Exec Committee for Sub-Regional Funding. Projects may include road, bridge, transit, bike and pedestrian projects. Each agency shall pre- Page 27 of 364 8 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 screen every proposed project submitted to the ArapCo Exec Committee to reasonably confirm that each proposed project conforms to the DRCOG grant requirements and that any grant matching funds are reasonably anticipated to be available. This Agreement is not intended to preclude project proposals from cities and towns and other eligible entities that are located within Arapahoe County but are not among the Agencies. Such cities’, towns’, and other entities’ project application submittals shall be considered by the ArapCo Exec Committee on an equal basis with project requests from the Agencies. 17. Planning Timeline. The submittal, review and prioritization of transportation projects will coincide with the bi-annual DRCOG TIP planning process timeline and the CDOT/Transportation Commission planning timeline. 18. General Provisions. a. Integrated Agreement; Amendment. This Agreement contains the entire agreement of the Agencies relating to the subject matter hereof and, except as provided herein, may not be modified or amended except by written agreement of all the Agencies. b. Binding Effect; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall inure to the benefit of, the Agencies and their respective successors and assigns. It is expressly understood and agreed that the enforcement of terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the Agencies and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person or entity not included in this Agreement. It is the express intention of this Agreement that any entity other than the Agencies, including any entity that receives services or benefits as a result of this Agreement, shall be an incidental beneficiary only. c. Government Immunity. No portion of this Agreement shall be deemed to constitute a waiver of any immunities the Agencies or their officers or employees may possess, nor shall any portion of this Agreement be deemed to have created a duty of care which did not previously exist with respect to any person or entity not a party to this Agreement. d. Severability. In the event a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of this Agreement. e. Counterparts; Electronic Disposition. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Agencies acknowledge and agree that the original of this Agreement, including the signature page, may be scanned and stored in a computer database or similar device, and that any printout or other output readable by sight, the reproduction of which is shown to accurately reproduce the original of this Agreement, may be used for any purpose as if it were the original, including proof of the content of the original writing. By signing this Agreement, each Agency acknowledges and represents to the others that all procedures necessary to validly contract and execute this Agreement have been performed, and Page 28 of 364 9 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 that the person signing on behalf of each Agency has been duly authorized by such Agency to do so. ARAPAHOE COUNTY BOARD OF COUNTY COMMISSIONERS ____________________________________ _____________________________ Chairman Date ATTEST: ____________________________________ County Clerk Page 29 of 364 10 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 CITY OF AURORA ____________________________________ _____________________________ ( ), Mayor Date ATTEST: APPROVED AS TO FORM: ____________________________________ _____________________________ City Clerk City Attorney’s Office Page 30 of 364 11 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 CITY OF CENTENNIAL ____________________________________ _____________________________ ( ), Mayor Date ATTEST: APPROVED AS TO FORM: ____________________________________ _____________________________ City Clerk City Attorney’s Office Page 31 of 364 12 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 CITY OF CHERRY HILLS VILLAGE ____________________________________ _____________________________ ( ), Mayor Date ATTEST: APPROVED AS TO FORM: ____________________________________ _____________________________ City Clerk City Attorney’s Office Page 32 of 364 13 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 CITY OF ENGLEWOOD ____________________________________ _____________________________ ( ), Mayor Date ATTEST: APPROVED AS TO FORM: ____________________________________ _____________________________ City Clerk City Attorney’s Office Page 33 of 364 14 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 CITY OF GLENDALE ____________________________________ _____________________________ ( ), Mayor Date ATTEST: APPROVED AS TO FORM: ____________________________________ _____________________________ City Clerk City Attorney’s Office Page 34 of 364 15 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 CITY OF GREENWOOD VILLAGE ____________________________________ _____________________________ ( ), Mayor Date ATTEST: APPROVED AS TO FORM: ____________________________________ _____________________________ City Clerk City Attorney’s Office Page 35 of 364 16 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 CITY OF LITTLETON ____________________________________ _____________________________ ( ), Mayor Date ATTEST: APPROVED AS TO FORM: ____________________________________ _____________________________ City Clerk City Attorney’s Office Page 36 of 364 17 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 CITY OF SHERIDAN ____________________________________ _____________________________ ( ), Mayor Date ATTEST: APPROVED AS TO FORM: ____________________________________ _____________________________ City Clerk City Attorney’s Office Page 37 of 364 18 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 TOWN OF BENNETT ____________________________________ _____________________________ ( ), Mayor Date ATTEST: APPROVED AS TO FORM: ____________________________________ _____________________________ Town Clerk Town Attorney’s Office Page 38 of 364 19 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 TOWN OF BOWMAR ____________________________________ _____________________________ ( ), Mayor Date ATTEST: APPROVED AS TO FORM: ____________________________________ _____________________________ Town Clerk Town Attorney’s Office Page 39 of 364 20 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 TOWN OF COLUMBINE VALLEY ____________________________________ _____________________________ ( ), Mayor Date ATTEST: APPROVED AS TO FORM: ____________________________________ _____________________________ Town Clerk Town Attorney’s Office Page 40 of 364 21 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 TOWN OF DEER TRAIL ____________________________________ _____________________________ ( ), Mayor Date ATTEST: APPROVED AS TO FORM: ____________________________________ _____________________________ Town Clerk Town Attorney’s Office Page 41 of 364 22 ArapCo Transportation Forum IGA vs9 FINAL 4-30-18 TOWN OF FOXFIELD ____________________________________ _____________________________ ( ), Mayor Date ATTEST: APPROVED AS TO FORM: ____________________________________ _____________________________ Town Clerk Town Attorney’s Office Page 42 of 364 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Paul Weller DEPARTMENT: Public Works DATE: May 21, 2018 SUBJECT: CB 13 - CDOT IGA for Dartmouth Bridge DESCRIPTION: CB 13 - CDOT IGA for Dartmouth Bridge RECOMMENDATION: Staff recommends approval of this IGA with CDOT for the rehabilitation of the Dartmouth Ave. bridge over the South Platte River. PREVIOUS COUNCIL ACTION: Council approved transfer of appropriations of $1,500,000 from the General Fund to the Public Improvement Fund per Resolution # 43 on March 2, 2015 (attached) based on the initial Colorado Municipal League (CML) grant of $524,000. SUMMARY: The estimated cost for the rehabilitation (engineering and construction) of this structure was $1,739,430 as determined by the 2013-2014 CDOT Off-System Bridge Inspection Report. The Special Highway Committee of the Colorado Municipal League (CML) has made two awards to the City of Englewood for the rehabilitation of this structure. The first award was made on February 3, 2015 and had a value of $524,000. The second award was made on December 18, 2015 for $867,544 for a total award of $1,391,544 which is 80% of the estimated rehabilitation cost. The IGA requires the City to encumber a minimum of $ 347,886 (20% of the estimated cost) for this project. ANALYSIS: This is a bridge rehabilitation and widening project that will include complete removal and replacement of the existing asphalt wearing surface, 1 1/2" reinforced concrete deck, expansion joints, bridge railings sidewalks and surface inlets. Concrete Tee flange surfaces will be visually inspected and repaired as necessary. Sidewalk approaches will be reconstructed at each end of the structure as well as new approach railings and end anchors that meet current CDOT and AASHTO standards for improved vehicular, pedestrian, and bicycle safety. Displaced riprap Page 43 of 364 will be adjusted to protect abutments from scour. The bridge will be widened by approximately 9' to accommodate future traffic volumes and AASHTO Design Guidelines for traffic lane and sidewalk widths. FINANCIAL IMPLICATIONS: The initial grant of $524,000 was received February 3, 2015. The 2nd grant of $867,544 was received December 28, 2015. At that time, work was planned to begin in 2016. However, CDOT coordination was not available until early 2018. It is now expected that the engineering design work will be done in 2018, with the actual construction scheduled for 2019. In 2015, the $1,500,000 was appropriated into the Public Improvement Fund, which carries forward appropriated balances from year to year. The attached 2018 budget page reflects all work being done in 2019 in anticipation that CDOT coordination would not be available until late 2018/early 2019. Since funding from CDOT is now available through the attached IGA, we would like to take advantage of the timing and begin work earlier than reflected in the 2018 5-year Capital budget forecast. The attached IGA will commit the City of Englewood to spending a minimum of $347,866 on this work. Costs in excess of the estimated $ 1,739,430 will be borne by the City of Englewood. ALTERNATIVES: If the City does not wish to enter into this agreement, additional money will need to be set aside to cover the total cost of the rehabilitation of the structure. CONCLUSION: The IGA with CDOT will provide 80% of the estimated cost of the rehabilitation of this structure. ATTACHMENTS: Council Bill #13 Contract Approval Summary CDOT Dartmouth Bridge IGA Resolution #43, March 2, 2015 2018 Budget 5-Year Capital Plan page Page 44 of 364 -1- BY AUTHORITY ORDINANCE NO. _____ COUNCIL BILL NO. 13 SERIES OF 2018 INTRODUCED BY COUNCIL MEMBER MARTINEZ AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE COLORADO DEPARTMENT OF TRANSPORTATION (CDOT) AND THE CITY OF ENGLEWOOD, COLORADO THAT PERTAINS TO REHABILITATION AND WIDENING OF THE DARTMOUTH AVENUE BRIDGE OVER THE SOUTH PLATTE RIVER WHEREAS, the existing bridge was originally built in 1965 after the South Platte River flood, and has been in constant use since that time; WHEREAS, CDOT has classified the bridge as functionally obsolete due to roadway topping slab and asphalt surface deterioration, the sidewalk and approach railings being too narrow to carry current and future traffic loads, and other critical components such as the expansion joints, guard rails and water inlets; WHEREAS, the proposed rehabilitation and widening will meet CDOT and AASHTO standards for improved vehicular, pedestrian and bicycle safety; WHEREAS, the City Council approved Resolution No. 43, Series of 2015, authorizing $1,500,000 in matching funds for the bridge rehabilitation project; WHEREAS, the Special Highway Committee of the Colorado Municipal League made an award of $524,000 and another in the amount of $867,544 to the City for the bridge rehabilitation project; and WHEREAS, the passage of this Ordinance will authorize the acceptance of $1,391,544.00 dollars which is 80% of the cost for the project, with the City adding the remaining 20% in the amount of $347,886.00 dollars in matching funds. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section 1. The City Council of the City of Englewood, Colorado, hereby authorizes an Intergovernmental Agreement with the Colorado Department of Transportation for the Rehabilitation and Widening of the Dartmouth Avenue Bridge over the South Platte River. Section 2. The Mayor and the City Clerk are hereby authorized to sign and attest said Intergovernmental Agreement, on behalf of the City of Englewood. Introduced, read in full, and passed on first reading on the 7th day of May, 2018. Published by Title as a Bill for an Ordinance in the City’s official newspaper on the 10th day of May, 2018. Page 45 of 364 -2- Published as a Bill for an Ordinance on the City’s official website beginning on 9th day of May 2018. Read by Title and passed on final reading on the 21st day of June, 2018. Published by Title in the City’s official newspaper as Ordinance No. ___, Series of 2017, on the 23rd day of June, 2018. Published by title on the City’s official website beginning on the 22nd day of June, 2018 for thirty (30) days. This Ordinance shall take effect thirty (30) days after publication following final passage. 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 the Ordinance passed on final reading and published by Title as Ordinance No. ___, Series of 2018. Stephanie Carlile Page 46 of 364 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: Paul R. Weller, P.E. Phone: 303-762-2505 Title: Engineering Manager, Public Works Email: pweller@englewoodco.gov Vendor Contact Information Vendor Name: Colorado Dept. of Transportation Vendor Contact: Cathy Cole, Project Manager Vendor Address: 2000 S Holly St. Vendor Phone: 303-757-9780 City: Denver Vendor Email: cathy.cole@state.co.us State: CO Zip Code: 80222 Contract Type Contract Type :Intergovernmental Agreement Description of ‘Other’) Description of Contract Work/Services: Attachments: ☒Contract -- ☒Original ☐Copy ☐Addendum(s) ☐Exhibit(s) ☐Certificate of Insurance Summary of Terms: Start Date: January 15, 2018 End Date: 5 years form the effective date or execution of form 950 whichever is sooner Total Years of Term: 5 years Total Amount of Contract for term (or estimated amount if based on item pricing): $1,739,430.00 TOTAL-Maximum $1,391,544.00 by CDOT $ 347,886.00 by Englewood If Amended: Original Amount $ Amendment Amount $ Total as Amended: $ Renewal options available: Payment terms (please describe terms or attach schedule if based on deliverables): Rehabilitation of the Dartmouth Bridge over the S. Platte River. Page 47 of 364 Contract Approval Summary V10/25/2017 Page | 2 Attachments: ☐Copy of original Contract if this is an amendment ☐Copies of related Contracts/Conveyances/Documents Source of funds: Budgeted Funds: $1,500,000.00 Line Item Description: Line Item Total Funding: $ Portion of Line Item spent to date: $0.00 Funding Source: Fund:30 Division Code:1001 Note (if needed): Program: 005 Dartmouth Bridge 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 Grant money via Colorado Municipal League (CML) award ☐Other: Please describe Page 48 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 1 of 25 STATE OF COLORADO INTERGOVERNMENTAL AGREEMENT Signature and Cover Page State Agency Department of Transportation Agreement Routing Number 18-HA1-XC-00047 Local Agency CITY OF ENGLEWOOD Agreement Effective Date The later of the effective date or January 15, 2018 Agreement Description Dartmouth Bridge over S. Platte Agreement Expiration Date 5 years from the effective date or execution of form 950, whichever is sooner Project # BRO M395- 017 (22124) Region # 1 Contract Writer JH Agreement Maximum Amount $1,739,430.00 THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT Each person signing this Agreement represents and warrants that he or she is duly authorized to execute this Agreement and to bind the Party authorizing his or her signature. LOCAL AGENCY CITY OF ENGLEWOOD ___________________________________________ Signature ___________________________________________ By: (Print Name and Title) Date: _________________________ STATE OF COLORADO John W. Hickenlooper, Governor Department of Transportation Michael P. Lewis, Executive Director ___________________________________________ Joshua Laipply, P.E., Chief Engineer Date: _________________________ 2nd State or Local Agency Signature if Needed ___________________________________________ Signature ___________________________________________ By: (Print Name and Title) Date: _________________________ LEGAL REVIEW Cynthia H. Coffman, Attorney General ___________________________________________ Assistant Attorney General ___________________________________________ By: (Print Name and Title) Date: _________________________ In accordance with §24-30-202 C.R.S., this Agreement is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By:___________________________________________ Department of Transportation Effective Date:_____________________ Page 49 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 2 of 25 TABLE OF CONTENTS 1. PARTIES ................................................................................................................................................. 2 2. TERM AND EFFECTIVE DATE ........................................................................................................... 2 3. AUTHORITY .......................................................................................................................................... 3 4. PURPOSE ............................................................................................................................................... 3 5. DEFINITIONS ........................................................................................................................................ 4 6. STATEMENT OF WORK ...................................................................................................................... 6 7. PAYMENTS ........................................................................................................................................... 9 8. REPORTING - NOTIFICATION ......................................................................................................... 13 9. LOCAL AGENCY RECORDS ............................................................................................................. 14 10. CONFIDENTIAL INFORMATION-STATE RECORDS .................................................................... 15 11. CONFLICT OF INTEREST .................................................................................................................. 15 12. INSURANCE ........................................................................................................................................ 16 13. BREACH ............................................................................................................................................... 17 14. REMEDIES ........................................................................................................................................... 18 15. DISPUTE RESOLUTION ..................................................................................................................... 19 16. NOTICES AND REPRESENTATIVES ............................................................................................... 19 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ...................................................... 20 18. GOVERNMENTAL IMMUNITY ........................................................................................................ 21 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM ................................................................... 21 20. GENERAL PROVISIONS .................................................................................................................... 21 21. COLORADO SPECIAL PROVISIONS ............................................................................................... 23 22. FEDERAL REQUIREMENTS ............................................................................................................. 24 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) ..................................................................... 24 24. DISPUTES ............................................................................................................................................ 24 EXHIBIT A, STATEMENT OF WORK EXHIBIT B, SAMPLE OPTION LETTER EXHIBIT C, FUNDING PROVISIONS EXHIBIT D, LOCAL AGENCY RESOLUTION EXHIBIT E, LOCAL AGENCY AGREEMENT ADMINISTRATION CHECKLIST EXHIBIT F, CERTIFICATION FOR FEDERAL-AID AGREEMENTS EXHIBIT G, DISADVANTAGED BUSINESS ENTERPRISE EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES EXHIBIT I, FEDERAL-AID AGREEMENT PROVISIONS FOR CONSTRUCTION AGREEMENTS EXHIBIT J, ADDITIONAL FEDERAL REQUIREMENTS EXHIBIT K, FFATA SUPPLEMENTAL FEDERAL PROVISIONS EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT FORM EXHIBIT M, OMB UNIFORM GUIDANCE FOR FEDERAL AWARDS 1. PARTIES This Agreement is entered into by and between Local Agency named on the Signature and Cover Page for this Agreement (“Local Agency”), and the STATE OF COLORADO acting by and through the State agency named on the Signature and Cover Page for this Agreement (the “State” or “CDOT”). Local Agency and the State agree to the terms and conditions in this Agreement. 2. TERM AND EFFECTIVE DATE A. Effective Date This Agreement shall not be valid or enforceable until the Effective Date, and Agreement Funds shall be expended within the dates shown in Exhibit C for each respective phase (“Phase Performance Period(s)”). The State shall not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to pay Local Agency for any Work performed or expense incurred before 1) the Effective Date of this original Agreement; 2) before the encumbering document for the respective phase and the official Notice to Proceed for the respective phase; or 3) after the Final Phase Performance Page 50 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 3 of 25 End Date, as shown in Exhibit C. B. Initial Term The Parties’ respective performances under this Agreement shall commence on the Agreement Effective Date shown on the Signature and Cover Page for this Agreement and shall terminate on the date of notice of CDOT final acceptance (“Agreement Expiration Date”) shown on the Signature and Cover Page for this Agreement, unless sooner terminated or further extended in accordance with the terms of this Agreement. C. Early Termination in the Public Interest The State is entering into this Agreement to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the State, the State, in its discretion, may terminate this Agreement in whole or in part. This subsection shall not apply to a termination of this Agreement by the State for breach by Local Agency, which shall be governed by §14.A.i. i. Method and Content The State shall notify Local Agency of such termination in accordance with §16. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement. ii. Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Local Agency shall be subject to §14.A.i.a iii. Payments If the State terminates this Agreement in the public interest, the State shall pay Local Agency an amount equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the State, less payments previously made. Additionally, if this Agreement is less than 60% completed, as determined by the State, the State may reimburse Local Agency for a portion of actual out -of- pocket expenses, not otherwise reimbursed under this Agreement, incurred by Local Agency which are directly attributable to the uncompleted portion of Local Agency’s obligations, provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Local Agency hereunder. 3. AUTHORITY Authority to enter into this Agreement exists in the law as follows: A. Federal Authority Pursuant to Title I, Subtitle A, of the “Fixing America’s Surface Transportation Act” (FAST Act) of 2015, and to applicable provisions of Title 23 of the United States Code and implementing regulations at Title 23 of the Code of Federal Regulations, as may be amended, (collectively referred to hereinafter as the “Federal Provisions”), certain federal funds have been and are expected to continue to be allocated for transportation projects requested by Local Agency and eligible under the Surface Transportation Improvement Program that has been proposed by the State and approved by the Federal Highway Administration (“FHWA”). B. State Authority Pursuant to CRS §43-1-223 and to applicable portions of the Federal Provisions, the State is responsible for the general administration and supervision of performance of projects in the Program, including the administration of federal funds for a Program project performed by a Local Agency under a contract with the State. This Agreement is executed under the authority of CRS §§29-1-203, 43-1-110; 43-1-116, 43-2-101(4)(c) and 43-2-104.5. 4. PURPOSE The purpose of this Agreement is to disburse Federal funds to the Local Agency pursuant to CDOT’s Stewardship Agreement with the FHWA. Page 51 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 4 of 25 5. DEFINITIONS The following terms shall be construed and interpreted as follows: A. “Agreement” means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. B. “Agreement Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. C. “Award” means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. D. “Budget” means the budget for the Work described in Exhibit C. E. “Business Day” means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State obse rves one of the holidays listed in §24 -11-101(1) C.R.S. F. “Consultant” means a professional engineer or designer hired by Local Agency to design the Work Product. G. “Contractor” means the general construction contractor hired by Local Agency to construct the Work. H. “CORA” means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S. I. “Effective Date” means the date on which this Agreement is approved and signed by the Colorado State Controller or designee, as shown on the Signature and Cover Page for this Agreement. J. “Evaluation” means the process of examining Local Agency’s Work and rating it based on criteria established in §6, Exhibit A and Exhibit E. K. “Exhibits” means the following exhibits attached to this Agreement: i. Exhibit A, Statement of Work. ii. Exhibit B, Sample Option Letter. iii. Exhibit C, Funding Provisions iv. Exhibit D, Local Agency Resolution v. Exhibit E, Local Agency Contract Administration Checklist vi. Exhibit F, Certification for Federal-Aid Contracts vii. Exhibit G, Disadvantaged Business Enterprise viii. Exhibit H, Local Agency Procedures for Consultant Services ix. Exhibit I, Federal-Aid Contract Provisions for Construction Contracts x. Exhibit J, Additional Federal Requirements xi. Exhibit K, The Federal Funding Accountability and Transparency Act of 2006 (FFATA) Supplemental Federal Provisions xii. Exhibit L, Sample Sub-Recipient Monitoring and Risk Assessment Form xiii. Exhibit M, Supplemental Provisions for Federal Awards Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost principles, and Audit Requirements for Federal Awards (the “Uniform Guidance”) L. “Federal Award” means an award of Federal financial assistance or a cost-reimbursement contract under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. “Federal Award” also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a contractor or payments to an individual that is a benef iciary of a Federal program. Page 52 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 5 of 25 M. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient. N. “FHWA” means the Federal Highway Administration, which is one of the twelve administrations under the Office of the Secretary of Transportation at the U.S. Department of Transportation. FHWA provides stewardship over the construction, maintenance and preservation of the Nation’s highways and tunnels. FHWA is the Federal Awarding Agency for the Federal Award which is the subject of th is Agreement. O “Goods” means any movable material acquired, produced, or delivered by Local Agency as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by Local Agency in connection with the Services. P. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access or disclosure of State Confidential Information or of the unauthorized modification, disruption, or destruction of any State Records. Q. “Initial Term” means the time period defined in §2.B R. “Notice to Proceed” means the letter issued by the State to the Local Agency stating the date the Local Agency can begin work subject to the conditions of this Agreement. S. “OMB” means the Executive Office of the President, Office of Management and Budget. T. “Oversight” means the term as it is defined in the Stewardship Agreement between CDOT and the FHWA. U. “Party” means the State or Local Agency, and “Parties” means both the State and Local Agency. V. “PII” means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual‘s identity, such as name, social security number, date and place of birth, mother‘s maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. PII includes, but is not limited to, all i nformation defined as personally identifiable information in §24 -72-501 C.R.S. W. “Recipient” means the Colorado Department of Transportation (CDOT) for this Federal Award. X. “Services” means the services to be performed by Local Agency as set forth in this Agreement, and shall include any services to be rendered by Local Agency in connection with the Goods. Y. “State Confidential Information” means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII and State personnel records not subject to disclosure under CORA. Z. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a). AA. “State Fiscal Year” means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. BB. “State Purchasing Director” means the position described in the Colorado Procurement Code and its implementing regulations. CC. “State Records” means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. DD. “Subcontractor” means third-parties, if any, engaged by Local Agency to aid in performance of the Work. EE. “Subrecipient” means a non-Federal entity that receives a sub-award from a Recipient to carry out part of a Federal program, but does not include an individual that is a beneficiary of such program. A Subrecipient may also be a recipient of other Federal Awards directly from a Federal Awarding Agency. FF. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, and A-133, and the Page 53 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 6 of 25 guidance in Circular A-50 on Single Audit Act follow-up. GG. “Work” means the delivery of the Goods and performance of the Services in compliance with CDOT’s Local Agency Manual described in this Agreement. HH. “Work Product” means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. “Work Product” does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 6. STATEMENT OF WORK Local Agency shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit A, and the Local Agency Manual. The State shall have no liability to compensate Local Agency for the delivery of any Goods or the performance of any Services that are not specifically set forth in this Agreement. Work may be divided into multiple phases that have separate periods of performance. The State may not compensate for Work that Local Agency performs outside of its designated phase performance period. The performance period of phases, including, but not limited to Design, Construction, Right of Way, Ut ilities, or Environment phases, are identified in Exhibit C. The State may unilaterally modify Exhibit C from time to time, at its sole discretion, to extend the period of performance for a phase of Work authorized under this Agreement. To exercise this phase performance period extension option, the State will provide written notice to Local Agency in a form substantially equivalent to Exhibit B. The State’s unilateral extension of phase performance periods will not amend or alter in any way the funding pr ovisions or any other terms specified in this Agreement, notwithstanding the options listed under §7.E A. Local Agency Commitments i. Design If the Work includes preliminary design, final design, design work sheets, or special provisions and estimates (collectively referred to as the “Plans”), Local Agency shall ensure that it and its Contractors comply with and are responsible for satisfying the following requirements: a. Perform or provide the Plans to the extent required by the nature of the Work. b. Prepare final design in accordance with the requirements of the latest edition of the American Association of State Highway Transportation Officials (AASHTO) manual or other standard, such as the Uniform Building Code, as approved by the State. c. Prepare provisions and estimates in accordance with the most current version of the State’s Roadway and Bridge Design Manuals and Standard Specifications for Road and Bridge Construction or Local Agency specifications if approved by the State. d. Include details of any required detours in the Plans in order to prevent any interference of the construction Work and to protect the traveling public. e. Stamp the Plans as produced by a Colorado registered professional engineer. f. Provide final assembly of Plans and all other necessary documents. g. Ensure the Plans are accurate and complete. h. Make no further changes in the Plans following the award of the construction contract to Contractor unless agreed to in writing by the Parties. The Plans shall be considered final when approved in writing by CDOT, and when final, they will be deemed incorporated herein. ii. Local Agency Work a. Local Agency shall comply with the requirements of the Americans With Disabilities Act (ADA) 42 U.S.C. § 12101, et. seq., and applicable federal regulations and standards as contained in the document “ADA Accessibility Requirements in CDOT Transportation Page 54 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 7 of 25 Projects”. b. Local Agency shall afford the State ample opportunity to review the Plans and shall make any changes in the Plans that are directed by the State to comply with FHWA requirements. c. Local Agency may enter into a contract with a Consultant to perform all or any portion of the Plans and/or construction administration. Provided, however, if federal-aid funds are involved in the cost of such Work to be done by such Consultant, such Consultant contract (and the performance provision of the Plans under the contract) must comply with all a pplicable requirements of 23 C.F.R. Part 172 and with any procedures implementing those requirements as provided by the State, including those in Exhibit H. If Local Agency enters into a contract with a Consultant for the Work: 1) Local Agency shall submit a certification that procurement of any Consultant contract complies with the requirements of 23 C.F.R. 172.5(1) prior to entering into such Consultant contract, subject to the State’s approval. If not approved by the State, Local Agency shall not enter into such Consultant contract. 2) Local Agency shall ensure that all changes in the Consultant contract have prior approval by the State and FHWA and that they are in writing. Immediately after the Consultant contract has been awarded, one copy of the exec uted Consultant contract and any amendments shall be submitted to the State. 3) Local Agency shall require that all billings under the Consultant contract comply with the State’s standardized billing format. Examples of the billing formats are available from the CDOT Agreements Office. 4) Local Agency (and any Consultant) shall comply with 23 C.F.R. 172.5(b) and (d) and use the CDOT procedures described in Exhibit H to administer the Consultant contract. 5) Local Agency may expedite any CDOT approval of its procurement process and/or Consultant contract by submitting a letter to CDOT from Local Agency’s attorney/authorized representative certifying compliance with Exhibit H and 23 C.F.R. 172.5(b)and (d). 6) Local Agency shall ensure that the Consultant contract complies with the requirements of 49 CFR 18.36(i) and contains the following language verbatim: (a) The design work under this Agreement shall be compatible with the requirements of the contract between Local Agency and the State (which is incorporated herein by this reference) for the design/construction of the project. The State is an intended third - party beneficiary of this agreement for that purpose. (b) Upon advertisement of the project work for construction, the consultant shall make available services as requested by the State to assist the State in the evaluation of construction and the resolution of construction problems that may arise during the construction of the project. (c) The consultant shall review the construction Contractor’s shop drawings for conformance with the contract documents and compliance with the provisions of the State’s publication, Standard Specifications for Road and Bridge Construction, in connection with this work. (d) The State, in its sole discretion, may review construction plans, special provisions and estimates and may require Local Agency to make such changes therein as the State determines necessary to comply with State and FHWA requirements. iii. Construction If the Work includes construction, Local Agency shall perform the construction in accordance with the approved design plans and/or administer the construction in accordance with Exhibit E. Such administration shall include Work inspection and testing; approving sources of materials; performing required plant and shop inspections; documentation of contract payments, testing and inspection activities; preparing and approving pay estimates; preparing, approving and securing the funding for contract modification orders and minor contract revisions; processing construction Contractor claims; construction supervision; and meeting the quality control requirements of the FHWA/CDOT Stewardship Agreement, as described in Exhibit E. Page 55 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 8 of 25 a. The State may, after providing written notice of the reason for the suspension to Local Agency, suspend the Work, wholly or in part, due to the failure of Local Agency or its Contractor to correct conditions which are unsafe for workers or for such periods as the State may deem necessary due to unsuitable weather, or for conditions considered unsuitable for the prosecution of the Work, or for any other condition or reason deemed by the State to be in the public interest. b. Local Agency shall be responsible for the following: 1) Appointing a qualified professional engineer, licensed in the State of Colorado, as Local Agency Project Engineer (LAPE), to perform engineering administration. The LAPE shall administer the Work in accordance with this Agreement, the requirements of the construction contract and applicable State procedures, as defined in the CDOT Local Agency Manual (https://www.codot.gov/business/designsupport/bulletins_manuals/2006- local-agency-manual). 2) For the construction Services, advertising the call for bids, following its approval by the State, and awarding the construction contract(s) to the lowest responsible bidder(s). (a) All Local Agency’s advertising and bid awards pursuant to this Agreement shall comply with applicable requirements of 23 U.S.C. §112 and 23 C.F.R. Parts 633 and 635 and C.R.S. § 24-92-101 et seq. Those requirements include, without limitation, that Local Agency and its Contractor(s) incorporate Form 1273 (Exhibit I) in its entirety, verbatim, into any subcontract(s) for Services as terms and conditions thereof, as required by 23 C.F.R. 633.102(e). (b) Local Agency may accept or reject the proposal of the apparent low bidder for Work on which competitive bids have been received. Local Agency must accept or reject such bids within 3 working days after they are publicly opened. (c) If Local Agency accepts bids and makes awards that exceed the amount of available Agreement Funds, Local Agency shall provide the additional funds necessary to complete the Work or not award such bids. (d) The requirements of §6.A.iii.b.2 also apply to any advertising and bid awards made by the State. (e) The State (and in some cases FHWA) must approve in advance all Force Account Construction, and Local Agency shall not initiate any such Services until the State issues a written Notice to Proceed. iv. Right of Way (ROW) and Acquisition/Relocation a. If Local Agency purchases a ROW for a State highway, including areas of influence, Local Agency shall convey the ROW to CDOT promptly upon the completion of the project/construction. b. Any acquisition/relocation activities shall comply with all applicable federal and State statutes and regulations, including but not limited to, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, the Uniform Relocation Assistance and Real Property Acquisition Policies for Federal and Federally Assisted Programs, as amended (49 C.F.R. Part 24), CDOT’s Right of Way Manual, and CDOT’s Policy and Procedural Directives. c. The Parties’ respective responsibilities for ensuring compliance with acquisition, relocation and incidentals depend on the level of federal participation as detailed in CDOT’s Right of Way Manual (located at http://www.codot.gov/business/manuals/right-of-way); however, the State always retains oversight responsibilities. d. The Parties’ respective responsibilities at each level of federal participation in CDOT’s Right of Way Manual, and the State’s reimbursement of Local Agency costs will be determined pursuant the following categories: 1) Right of way acquisition (3111) for federal participation and non-participation; 2) Relocation activities, if applicable (3109); 3) Right of way incidentals, if applicable (expenses incidental to acquisition/relocation of right of way – 3114). Page 56 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 9 of 25 v. Utilities If necessary, Local Agency shall be responsible for obtaining the proper clearance or approval from any utility company that may become involved in the Work. Prior to the Work being advertised for bids, Local Agency shall certify in writing to the State that all such clearances have been obtained. vi. Railroads If the Work involves modification of a railroad company’s facilities and such modification will be accomplished by the railroad company, Local Agency shall make timely application to the Public Utilities Commission (“PUC”) requesting its order providing for the installation of the proposed improvements. Local Agency shall not proceed with that part of the Work before obtaining the PUC’s order. Local Agency shall also establish contact with the railroad company involved for the purpose of complying with applicable provisions of 23 C.F.R. 646, subpart B, concerning federal - aid projects involving railroad facilities, and: a. Execute an agreement with the railroad company setting out what work is to be accomplished and the location(s) thereof, and which costs shall be eligible for federal participation. b. Obtain the railroad’s detailed estimate of the cost of the Work. c. Establish future maintenance responsibilities for the proposed installation. d. Proscribe in the agreement the future use or dispositions of the proposed improvements in the event of abandonment or elimination of a grade crossing. e. Establish future repair and/or replacement responsibilities, as between the railroad company and the Local Agency, in the event of accidental destruction or damage to the installation. vii. Environmental Obligations Local Agency shall perform all Work in accordance with the requirements of current federal and State environmental regulations, including the National Environmental Policy Act of 1969 (NEPA) as applicable. viii. Maintenance Obligations Local Agency shall maintain and operate the Work constructed under this Agreement at its own cost and expense during their useful life, in a manner satisfactory to the State and FHWA. Local Agency shall conduct such maintenance and operations in accordance with all applicable statutes, ordinances, and regulations pertaining to maintaining such improvements. The State and FHWA may make periodic inspections to verify that such improvements are being adequately maintained. ix. Monitoring Obligations Local Agency shall respond in a timely manner to and participate fully with the monitoring activities described in §7.F.vi. B. State’s Commitments i. The State will perform a final project inspection of the Work as a quality control/assurance activity. When all Work has been satisfactorily completed, the State will sign the FHWA Form 1212. ii. Notwithstanding any consents or approvals given by the State for the Plans, the State sha ll not be liable or responsible in any manner for the structural design, details or construction of any Work constituting major structures designed by, or that are the responsibility of, Local Agency, as identified in Exhibit E. 7. PAYMENTS A. Maximum Amount Payments to Local Agency are limited to the unpaid, obligated balance of the Agreement Funds set forth in Exhibit C. The State shall not pay Local Agency any amount under this Agreement that exceeds the Agreement Maximum set forth in Exhibit C. B. Payment Procedures i. Invoices and Payment Page 57 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 10 of 25 a. The State shall pay Local Agency in the amounts and in accordance with conditions set forth in Exhibit C. b. Local Agency shall initiate payment requests by invoice to the State, in a form and manner approved by the State. c. The State shall pay each invoice within 45 days following the State’s receipt of that invoice, so long as the amount invoiced correctly represents Work completed by Local Agency and previously accepted by the State during the term that the invoice covers. If the State determines that the amount of any invoice is not correct, then Local Agency shall make all changes necessary to correct that invoice. d. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables provided under the Agreement. ii. Interest Amounts not paid by the State within 45 days after the State’s acceptance of the invoice shall bear interest on the unpaid balance beginning on the 46th day at the rate of 1% per month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts that the State disputes in writing. Local Agency shall invoice the State separately for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment, the number of days interest to be paid and the interest rate. iii. Payment Disputes If Local Agency disputes any calculation, determination, or amount of any payment, Local Agency shall notify the State in writing of its dispute within 30 days following the earlier to occur of Local Agency’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Local Agency and may make changes to its determination based on this review. The calculation, determination, or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iv. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Local Agency beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Agreement Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non -State funds constitute all or some of the Agreement Funds, the State’s obligation to pay Local Agency shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be made only from Agreement Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Agreement Funds. If State, federal or other funds are no t appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in §2.C v. Erroneous Payments The State may recover, at the State’s discretion, payments made to Local Agency in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Local Agency. The State may recover such payments by deduction from subsequent payments under this Agreement, deduction from any payment due under any other contracts, grants or agreements between the State and Local Agency, or by any other appropriate method for collecting debts owed to the State. The close out of a Federal Award does not affect the right of FHWA or the State to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made within the Record Retention Period (as Page 58 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 11 of 25 defined below in §9.A.). C. Matching Funds Local Agency shall provide matching funds as provided in §7.A. and Exhibit C. Local Agency shall have raised the full amount of matching funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. Local Agency’s obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Local Age ncy and paid into Local Agency’s treasury. Local Agency represents to the State that the amount designated “Local Agency Matching Funds” in Exhibit C has been legally appropriated for the purpose of this Agreement by its authorized representatives and paid into its treasury. Local Agency may evidence such obligation by an appropriate ordinance/resolution or other authority letter expressly authorizing Local Agency to enter into this Agreement and to expend its match share of the Work. A copy of any such ordinance/resolution or authority letter is attached hereto as Exhibit D. Local Agency does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of Local Agency. Local Agency shall not pay or be liable for any claimed interest, late charges, fees, taxes, or penalties of any nature, except as required by Local Agency’s laws or policies. D. Reimbursement of Local Agency Costs The State shall reimburse Local Agency’s allowable costs, not exceeding the maximum total amount described in Exhibit C and §7. The applicable principles described in 2 C.F.R. Part 200 shall govern the State’s obligation to reimburse all costs incurred by Local Agency and submitted to the State for reimbursement hereunder, and Local Agency shall comply with all such principles. The State shall reimburse Local Agency for the federal-aid share of properly documented costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit C. Local Agency costs for Work performed prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding is retroactive. Local Agency costs for Work performed after any Performance Period End Date for a respective phase of the Work, is not reimbursable. Allowable costs shall be: i. Reasonable and necessary to accomplish the Work and for the Goods and Services provided. ii. Actual net cost to Local Agency (i.e. the price paid minus any items of value received by Local Agency that reduce the cost actually incurred). E. Unilateral Modification of Agreement Funds Budget by State Option Letter The State may, at its discretion, issue an “Option Letter” to Local Agency to add or modify Work phases in the Work schedule in Exhibit C if such modifications do not increase total budgeted Agreement Funds. Such Option Letters shall amend and update Exhibit C, Sections 2 or 4 of the Table, and sub- sections B and C of the Exhibit C. Option Letters shall not be deemed valid until signed by the State Controller or an authorized delegate. Modification of Exhibit C by unilateral Option Letter is permitted only in the specific scenarios listed below. The State will exercise such options by providing Local Agency a fully executed Option Letter, in a form substantially equivalent to Exhibit B. Such Option Letters will be incorporated into this Agreement. i. Option to Begin a Phase and/or Increase or Decrease the Encumbrance Amount The State may require by Option Letter that Local Agency begin a new Work phase that may include Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous Work (but may not include Right of Way Acquisition/Relocation or Railroads) as detailed in Exhibit A. Such Option Letters may not modify the other terms and conditions stated in this Agreement, and must decrease the amount budgeted and encumbered for one or more other Work phases so that the total amount of budgeted Agreement Funds remains the same. The State may also issue a unilateral Option Letter to simultaneously increase and decrease the total encumbrance amount of two or more existing Work phases, as long as the total amount of budgeted Agreement Funds remains the same, replacing the original Agreement Funding exhibit (Exhibit C) with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.). ii. Option to Transfer Funds from One Phase to Another Phase. Page 59 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 12 of 25 The State may require or permit Local Agency to transfer Agreement Funds from one Work phase (Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous) to another phase as a result of changes to State, federal, and local match funding. In such case, the original funding exhibit (Exhibit C) will be replaced with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.) attached to the Option Letter. The Agreement Funds transfe rred from one Work phase to another are subject to the same terms and conditions stated in the original Agreement with the total budgeted Agreement Funds remaining the same. The State may unilaterally exercise this option by providing a fully executed Opti on Letter to Local Agency within thirty (30) days before the initial targeted start date of the Work phase, in a form substantially equivalent to Exhibit B. iii. Option to Exercise Options i and ii. The State may require Local Agency to add a Work phase as detailed in Exhibit A, and encumber and transfer Agreement Funds from one Work phase to another. The original funding exhibit (Exhibit C) in the original Agreement will be replaced with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.) attached to the Option Letter. The addition of a Work phase and encumbrance and transfer of Agreement Funds are subject to the same terms and conditions stated in the original Agreement with the total budgeted Agreement Funds remaining the same. The State may unilaterally exercise this option by providing a fully executed Option Letter to Local Agency within 30 days before the initial targeted start date of the Work phase, in a form substantially equivalent to Exhibit B. iv. Option to Update a Work Phase Performance Period and/or modify information required under the OMB Uniform Guidance, as outlined in Exhibit C. The State may update any information contained in Exhibit C, Sections 2 and 4 of the Table, and sub-sections B and C of the Exhibit C. F. Accounting Local Agency shall establish and maintain accounting systems in accordance with generally accepted accounting standards (a separate set of accounts, or as a separate and integral part of its current accounting scheme). Such accounting systems shall, at a minimum, provide as follows: i. Local Agency Performing the Work If Local Agency is performing the Work, it shall document all allowable costs, including any approved Services contributed by Local Agency or subcontractors, using payrolls, time rec ords, invoices, contracts, vouchers, and other applicable records. ii. Local Agency-Checks or Draws Checks issued or draws made by Local Agency shall be made or drawn against properly signed vouchers detailing the purpose thereof. Local Agency shall keep on file all checks, payrolls, invoices, contracts, vouchers, orders, and other accounting documents in the office of Local Agency, clearly identified, readily accessible, and to the extent feasible, separate and apart from all other Work documents. iii. State-Administrative Services The State may perform any necessary administrative support services required hereunder. Local Agency shall reimburse the State for the costs of any such services from the budgeted Agreement Funds as provided for in Exhibit C. If FHWA Agreement Funds are or become unavailable, or if Local Agency terminates this Agreement prior to the Work being approved by the State or otherwise completed, then all actual incurred costs of such services and assistance provided by the State shall be reimbursed to the State by Local Agency at its sole expense. iv. Local Agency-Invoices Local Agency’s invoices shall describe in detail the reimbursable costs incurred by Local Agency for which it seeks reimbursement, the dates such costs were incurred and the amounts thereof, and Local Agency shall not submit more than one invoice per month. v. Invoicing Within 60 Days Page 60 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 13 of 25 The State shall not be liable to reimburse Local Agency for any costs invoiced more than 60 days after the date on which the costs were incurred, including costs included in Local Agency’s final invoice. The State may withhold final payment to Local Agency at the State’s sole discretion until completion of final audit. Any costs incurred by Local Agency that are not allowable under 2 C.F.R. Part 200 shall be Local Agency’s responsibility, and the State will deduct such disallowed costs from any payments due to Local Agency. The State will not reimburse costs for Work performed after the Performance Period End Date for a respective Work phase . The State will not reimburse costs for Work performed prior to Performance Period End Date, but for which an invoice is received more than 60 days after the Performance Period End Date. vi. Risk Assessment & Monitoring Pursuant to 2 C.F.R. 200.331(b), – CDOT will evaluate Local Agency’s risk of noncompliance with federal statutes, regulations, and terms and conditions of this Agreement. Local Agency shall complete a Risk Assessment Form (Exhibit L) when that may be requested by CDOT. The risk assessment is a quantitative and/or qualitative determination of the potential for Local Agency’s non-compliance with the requirements of the Federal Award. The risk assessment will evaluate some or all of the following factors: 1. Experience: Factors associated with the experience and history of the Subrecipient with the same or similar Federal Awards or grants. 2. Monitoring/Audit: Factors associated with the results of the Subrecipient’s previous audits or monitoring visits, including those performed by the Federal Awarding Agency, when the Subrecipient also receives direct federal funding. Include audit results if Subrecipient receives single audit, where the specific award being assessed was selected as a major program. 3. Operation: Factors associated with the significant aspects of the Subrecipient’s operations, in which failure could impact the Subrecipient’s ability to perform and account for the contracted goods or services. 4. Financial: Factors associated with the Subrecipient’s financial stability and ability to comply with financial requirements of the Federal Award. 5. Internal Controls: Factors associated with safeguarding assets and resources, deterring and detecting errors, fraud and theft, ensuring accuracy and completeness of accounting data, producing reliable and timely financial and management information, and ensuring adherence to its policies and plans. 6. Impact: Factors associated with the potential impact of a Subrecipient’s non -compliance to the overall success of the program objectives. 7. Program Management: Factors associated with processes to manage critical personnel, approved written procedures, and knowledge of rules and regulations regarding federal -aid projects. Following Local Agency’s completion of the Risk Assessment Tool (Exhibit L), CDOT will determine the level of monitoring it will apply to Local Agency’s performance of the Work. This risk assessment may be re-evaluated after CDOT begins performing monitoring activities. G. Close Out Local Agency shall close out this Award within 90 days after the Fi nal Phase Performance End Date. Close out requires Local Agency’s submission to the State of all deliverables defined in this Agreement, and Local Agency’s final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. If FHWA has not closed this Federal Award within 1 year and 90 days after the Final Phase Performance End Date due to Local Agency’s failure to submit required docume ntation, then Local Agency may be prohibited from applying for new Federal Awards through the State until such documentation is submitted and accepted. 8. REPORTING - NOTIFICATION A. Quarterly Reports In addition to any reports required pursuant to §19 or pursuant to any exhibit, for any contract having a term longer than 3 months, Local Agency shall submit, on a quarterly basis, a written report specifying Page 61 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 14 of 25 progress made for each specified performance measure and standard in this Agreement. Such progres s report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than five (5) Business Days following the end of each calendar quarter or at such time as otherwise specified by the State. B. Litigation Reporting If Local Agency is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect Local Agency’s ability to perform its obligations under this Agreement, Local Agency shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State’s principal representative ide ntified in §16. C. Performance and Final Status Local Agency shall submit all financial, performance and other reports to the State no later than 60 calendar days after the Final Phase Performance End Date or sooner termination of this Agreement, containing an Evaluation of Subrecipient’s performance and the final status of Subrecipient’s obligations hereunder. D. Violations Reporting Local Agency must disclose, in a timely manner, in writing to the State and FHWA, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. Penalties for noncompliance may include suspension or debarment (2 CFR Part 180 and 31 U.S.C. 3321). 9. LOCAL AGENCY RECORDS A. Maintenance Local Agency shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work or the de livery of Services (including, but not limited to the operation of programs) or Goods hereunder. Local Agency shall maintain such records for a period (the “Record Retention Period”) of three years following the date of submission to the State of the final expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission of each quarterly or annual report, respectively. If any litigation, claim, or audit related to this Award starts before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit, oversight or indirect costs, and the State, may notify Local Agency in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend three years following final disposition of such prop erty. B. Inspection Local Agency shall permit the State to audit, inspect, examine, excerpt, copy, and transcribe Local Agency Records during the Record Retention Period. Local Agency shall make Local Agency Records available during normal business hours at Local Agency’s office or place of business, or at other mutually agreed upon times or locations, upon no fewer than 2 Business Days’ notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. C. Monitoring The State will monitor Local Agency’s performance of its obligations under this Agreement using procedures as determined by the State. The State shall monitor Local Agency’s performance in a manner that does not unduly interfere with Local Agency’s performance of the Work. D. Final Audit Report Local Agency shall promptly submit to the State a copy of any final audit report of an audit performed on Local Agency’s records that relates to or affects this Agreement or the Work, whether the audit is Page 62 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 15 of 25 conducted by Local Agency or a third party. 10. CONFIDENTIAL INFORMATION-STATE RECORDS A. Confidentiality Local Agency shall hold and maintain, and cause all Subcontractors to hold and maintain, any and all State Records that the State provides or makes available to Local Agency for the sole and exclusive benefit of the State, unless those State Records are otherwise publicly available at the time of disclosure or are subject to disclosure by Local Agency under CORA. Local Agency shall not, without prior written approval of the State, use for Local Agency’s own benefit, publish, copy, or otherwise disclose to any third party, or permit the use by any third party for its benefit or to the detriment of the State, any State Records, except as otherwise stated in this Agreement. Local Agency shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. Local Agency shall immediately forward any request or demand for State Records to the State’s principal representative. B. Other Entity Access and Nondisclosure Agreements Local Agency may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Agreement. Local Agency shall ensure all such agents, employees, assigns, and Subcontractors sign nondisclosure agreements with provisions at least as protective as those in this Agreement, and that the nondisclosure agreements are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Local Agency shall provide copies of those signed nondisclosure agreements to the State upon request. C. Use, Security, and Retention Local Agency shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Local Agency shall provide the State with access, subject to Local Agency’s reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Local Agency shall return State Records provided to Local Agency or destroy such State Records and certify to the State that it has done so, as directed by the State. If Local Agency is prevented by law or regulation from returning or destroying State Confidential Information, Local Agency warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Local Agency becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Local Agency can establish that none of Local Agency or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Local Agency shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Local Agency shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. 11. CONFLICT OF INTEREST A. Actual Conflicts of Interest Local Agency shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Local Agency und er this Agreement. Such a conflict of interest would arise when a Local Agency or Subcontractor’s employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Agreement. Officers, employees and agents of Local Agency may neither solicit nor accept gratuities, favors or anything of monetary value from contractors or partie s to subcontracts. Page 63 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 16 of 25 B. Apparent Conflicts of Interest Local Agency acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest shall be harmful to the State’s interests. Absent the State’s prior written approval, Local A gency shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Local Agency’s obligations under this Agreement. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Local Agency is uncertain whether a conflict or the appearance of a conflict has arisen, Local Agency shall submit to the State a disclosure statement setting forth the relevant details for the State’s consideration. Failure to promptly submit a disclosure statement or to follow the State’s direction in regard to the actual or apparent conflict constitutes a breach of this Agreement. 12. INSURANCE Local Agency shall obtain and maintain, and ensure that each Subcontractor shall obtain and mai ntain, insurance as specified in this section at all times during the term of this Agreement. All insurance policies required by this Agreement that are not provided through self-insurance shall be issued by insurance companies with an AM Best rating of A-VIII or better. A. Local Agency Insurance Local Agency is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24 - 10-101, et seq., C.R.S. (the “GIA”) and shall maintain at all times during the term of this Agreement such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. B. Subcontractor Requirements Local Agency shall ensure that each Subcontractor that is a public entity within the meaning of the GIA, maintains at all times during the terms of this Agreement, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor’s obligations under the GIA. Local Agency shall ensure that each Subcontractor that is not a public entity within the meaning of the GIA, maintains at all times during the terms of this Agreement all of the following insurance policies: i. Workers’ Compensation Workers’ compensation insurance as required by state statute, and employers’ liability insurance covering all Local Agency or Subcontractor employees acting within the course and scope of their employment. ii. General Liability Commercial general liability insurance written on an Insurance Services Office occurrence form, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: a. $1,000,000 each occurrence; b. $1,000,000 general aggregate; c. $1,000,000 products and completed operations aggregate; and d. $50,000 any 1 fire. iii. Automobile Liability Automobile liability insurance covering any auto (including owned, hired and non -owned autos) with a minimum limit of $1,000,000 each accident combined single limit. iv. Protected Information Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI, Tax Information, and CJI, and claims based on alleged violations of privacy rights through improper use or disclosure of protected information with minimum limits as follows: Page 64 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 17 of 25 a. $1,000,000 each occurrence; and b. $2,000,000 general aggregate. v. Professional Liability Insurance Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits as follows: a. $1,000,000 each occurrence; and b. $1,000,000 general aggregate. vi. Crime Insurance Crime insurance including employee dishonesty coverage with minimum limits as follows: a. $1,000,000 each occurrence; and b. $1,000,000 general aggregate. C. Additional Insured The State shall be named as additional insured on all commercial general liability policies (leases and construction contracts require additional insured coverage for completed operations) required of Local Agency and Subcontractors. In the event of cancellation of any commercial general liability policy, the carrier shall provide at least 10 days prior written notice to CDOT. D. Primacy of Coverage Coverage required of Local Agency and each Subcontractor shall be primary over any insurance or self- insurance program carried by Local Agency or the State. E. Cancellation All commercial insurance policies shall include provisions preventing cancellation or non -renewal, except for cancellation based on non-payment of premiums, without at least 30 days prior notice to Local Agency and Local Agency shall forward such notice to the State in accordance with §16 within 7 days of Local Agency’s receipt of such notice. F. Subrogation Waiver All commercial insurance policies secured or maintained by Local Agency or its Subcontractors in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Local Agency or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. G. Certificates For each commercial insurance plan provided by Local Agency under this Agreement, Local Agency shall provide to the State certificates evidencing Local Agency’s insurance coverage required in this Agreement within 7 Business Days following the Effective Date. Local Agency shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Agree ment within 7 Business Days following the Effective Date, except that, if Local Agency’s subcontract is not in effect as of the Effective Date, Local Agency shall provide to the State certificates showing Subcontractor insurance coverage required under this Agreement within 7 Business Days following Local Agency’s execution of the subcontract. No later than 15 days before the expiration date of Local Agency’s or any Subcontractor’s coverage, Local Agency shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Agreement, upon request by the State, Local Agency shall, within 7 Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this §12. 13. BREACH A. Defined The failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory manner, shall be a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Local Agency, or the appointment of a receiver or similar officer for Local Agency or any of its property, which is not vacated or fully Page 65 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 18 of 25 stayed within 30 days after the institution of such proceeding, shall also constitute a breach. B. Notice and Cure Period In the event of a breach, the aggrieved Party shall give written notice of breach to the other Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after the delivery of written notice, the Party may exercise any of the remedies as described in §14 for that Party. Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in the Agreement in order to protect the public interest of the State. 14. REMEDIES A. State’s Remedies If Local Agency is in breach under any provision of this Agreement and fails to cure such breach, the State, following the notice and cure period set forth in §13.B, shall have all of the remedies listed in this §14.A. in addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach In the event of Local Agency’s uncured breach, the State may terminate this entire Agreement or any part of this Agreement. Local Agency shall continue performance of this Agreement to the extent not terminated, if any. a. Obligations and Rights To the extent specified in any termination notice, Local Agency shall not incur further obligations or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Local Agency shall complete and deliver to the State all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Agreement’s terms. At the request of the State, Local Agency shall assign to the State all of Local Agency's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Local Agency shall take timely, reasonable and necessary action to protect and preserve property in the possession of Local Agency but in which the State has an interest. At the State’s request, Local Agency shall return materials owned by the State in Local Agency’s possession at the time of any termination. Local Agency shall deliver all completed Work Product and all Work Product that was in the process of completion to the State at the State’s request. b. Payments Notwithstanding anything to the contrary, the State shall only pa y Local Agency for accepted Work received as of the date of termination. If, after termination by the State, the State agrees that Local Agency was not in breach or that Local Agency's action or inaction was excusable, such termination shall be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if this Agreement had been terminated in the public interest under §2.C. c. Damages and Withholding Notwithstanding any other remedial action by the State, Local Agency shall remain liable to the State for any damages sustained by the State in connection with any breach by Local Agency, and the State may withhold payment to Local Agency for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Local Agency is determined. The State may withhold any amount that may be due Local Agency as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Suspend Local Agency’s performance with respect to all or any portion of the Work pending Page 66 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 19 of 25 corrective action as specified by the State without entitling Local Agency to an adjustment in price or cost or an adjustment in the performance schedule. Local Agency shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Local Agency after the suspension of performance. b. Withhold Payment Withhold payment to Local Agency until Local Agency corrects its Work. c. Deny Payment Deny payment for Work not performed, or that due to Local Agency’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal from the Work of any of Local Agency’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. e. Intellectual Property If any Work infringes a patent, copyright, trademark, trade secret, or other intellectual property right, Local Agency shall, as approved by the State (a) secure that right to use such Work for the State or Local Agency; (b) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (c) remove any infringing Work and refund the amount paid for such Work to the State. B. Local Agency’s Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Local Agency, following the notice and cure period in §13.B and the dispute resolution process in §15 shall have all remedies available at law and equity. 15. DISPUTE RESOLUTION A. Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Local Agency for resolution. B. Resolution of Controversies If the initial resolution described in §15.A fails to resolve the dispute within 10 Business Days, Contractor shall submit any alleged breach of this Contract by the State to the Procurement Official of CDOT as described in §24-101-301(30), C.R.S. for resolution in accordance with the provisions of §§24- 106-109, 24-109-101.1, 24-109-101.5, 24-109-106, 24-109-107, 24-109-201 through 24-109-206, and 24-109-501 through 24-109-505, C.R.S., (the “Resolution Statutes”), except that if Contractor wishes to challenge any decision rendered by the Procurement Official, Contractor’s challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, under the Resolution Statutes before Contractor pursues any further action as permitted by such statutes. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations. 16. NOTICES AND REPRESENTATIVES Each individual identified below shall be the principal representative of the designating Party. All notices required or permitted to be given under this Agreement shall be in writing, and shall be delivered (i) by hand with receipt required, (ii) by certified or registered mail to such Party’s principal representative at the address set forth below or (iii) as an email with read receipt requested to the principal representative at the email address, if any, set forth below. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party’s principal representative at the address set forth below. Either Party may change its principal representative or principal representative Page 67 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 20 of 25 contact information by notice submitted in accordance with this §16 without a formal amendment to this Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the written notice. For the State Colorado Department of Transportation (CDOT) Cathy Cole, Project Manager CDOT Region 1 2000 South Holly Street Denver, CO 80222 303-757-9780 cathy.cole@state.co.us For the Local Agency CITY OF ENGLEWOOD Paul R. Weller, P.E., Project Manager 1000 Englewood Parkway Englewood, CO 80110 303-762-2505 pweller@englewoodco.gov 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product Local Agency assigns to the State and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product. Whether or not Local Agency is under contract with the State at the time, Local Agency shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. The Parties intend the Work Product to be works made for hire. i. Copyrights To the extent that the Work Product (or any portion of the Work Product) would not be considered works made for hire under applicable law, Local Agency hereby assigns to the State, the entire right, title, and interest in and to copyrights in all Work Product and all works based upon, derived from, or incorporating the Work Product; all copyright applications, registrations, extensions, or renewals relating to all Work Product and all works based upon, derived from, or incorporating the Work Product; and all moral rights or similar rights with respect to the Work Product throughout the world. To the extent that Local Agency cannot make any of the assignments required by this section, Local Agency hereby grants to the State a perpetual, irrevocable, royalty-free license to use, modify, copy, publish, display, perform, transfer, distribute, sell, and create derivative works of the Work Product and all works based upon, derived from, or incorporating the Work Product by all means and methods and in any format now known or invented in the future. The State may assign and license its rights under this license. ii. Patents In addition, Local Agency grants to the State (and to recipients of Work Product distributed by or on behalf of the State) a perpetual, worldwide, no-charge, royalty-free, irrevocable patent license to make, have made, use, distribute, sell, offer for sale, import, transfer, and otherwise utilize, operate, modify and propagate the contents of the Work Product. Such license applies only to those patent claims licensable by Local Agency that are necessarily infringed by the Work Product alone, or by the combination of the Work Product with anything else used by the State. Page 68 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 21 of 25 B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Agreement, any pre -existing State Records, State software, research, reports, studies, photographs, negatives, or other documents, drawings, models, materials, data, and information shall be the exclusive property of the State (collectively, “State Materials”). Local Agency shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of Local Agency’s obligations in this Agreement without the prior written consent of the State. Upon termination of this Agreement for any reason, Local Agency shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. 18. GOVERNMENTAL IMMUNITY Liability for claims for injuries to persons or property arising from the negligence of the Parties, their departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the GIA; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24 -30-1501, et seq. C.R.S. 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Local Agency under this Agreement is $100,000 or greater, either on the Effective Date or at anytime thereafter, this §19 shall apply. Local Agency agrees to be governed by and comply with the provisions of §24-102-205, §24-102-206, §24-103-601, §24-103.5-101 and §24-105-102 C.R.S. regarding the monitoring of vendor performance and the reporting of contract performance information in the State’s contract management system (“Contract Management S ystem” or “CMS”). Local Agency’s performance shall be subject to evaluation and review in accordance with the terms and conditions of this Agreement, Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies. 20. GENERAL PROVISIONS A. Assignment Local Agency’s rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Local Agency’s rights and obligations approved by the State shall be subject to the provisions of this Agreement B. Subcontracts Local Agency shall not enter into any subcontract in connection with its obligations under this Agreement without the prior, written approval of the State. Local Agency shall submit to the State a copy of each such subcontract upon request by the State. All subcontracts entered into by Local Agency in connection with this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. C. Binding Effect Except as otherwise provided in §20.A. all provisions of this Agreement, including the benefits and burdens, shall extend to and be binding upon the Parties’ respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations have been duly authorized. E. Captions and References The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All refer ences in this Agreement to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. F. Counterparts This Agreement may be executed in multiple, identical, original counterparts, each of which shall be Page 69 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 22 of 25 deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Agreement. Prior or contempor aneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. H. Jurisdiction and Venue All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. I. Modification Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, pro perly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other than contract amendments, shall conform to the policies promulgated by the Colorado State Controller. J. Statutes, Regulations, Fiscal Rules, and Other Authority. Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been chan ged or amended since the Effective Date of this Agreement. K. Order of Precedence In the event of a conflict or inconsistency between this Agreement and any exhibits or attachment such conflict or inconsistency shall be resolved by reference to the docume nts in the following order of priority: i. Colorado Special Provisions in the main body of this Agreement. ii. The provisions of the other sections of the main body of this Agreement. iii Exhibit A, Statement of Work. iv. Exhibit D, Local Agency Resolution. v. Exhibit C, Funding Provisions. vi. Exhibit B, Sample Option Letter. vii. Exhibit E, Local Agency Contract Administration Checklist. viii. Other exhibits in descending order of their attachment. L. Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Agr eement in accordance with the intent of the Agreement. M. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of the Agreement shall survive the termination or expiratio n of the Agreement and shall be enforceable by the other Party. N. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq. C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Local Page 70 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 23 of 25 Agency. Local Agency shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Local Agency may wish to have in place in connection with this Agreement. N. Third Party Beneficiaries Except for the Parties’ respective successors and assigns described in §20.C, this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to the Agreement, and do not create any rights for such third parties. O. Waiver A Party’s failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. P. CORA Disclosure To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under §24-103.5-101 C.R.S., if any, are subject to public release through the CORA. Q. Standard and Manner of Performance Local Agency shall perform its obligations under this Agreement in accordance with the highest standards of care, skill and diligence in Local Agency’s industry, trade, or profession. R. Licenses, Permits, and Other Authorizations. Local Agency shall secure, prior to the Effective Date, and maintain at all times during the term of this Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations require d to perform its obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or subcontract, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Agreement. 21. COLORADO SPECIAL PROVISIONS These Special Provisions apply to all contracts except where noted in italics. A. CONTROLLER'S APPROVAL. §24-30-202(1), C.R.S. This Agreement shall not be valid until it has been approved by the Colorado State Controller or designee. B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S. Financial obligations of the State payable after the current State Fiscal Year are contingent upon fund s for that purpose being appropriated, budgeted, and otherwise made available. C. GOVERNMENTAL IMMUNITY. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act, §24-10-101 et seq. C.R.S., or the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b). D. INDEPENDENT CONTRACTOR Local Agency shall perform its duties hereunder as an independent contractor and not as an employee. Neither Local Agency nor any agent or employee of Local Agency shall be deemed to be an agent or employee of the State. Local Agency and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Local Agency or any of its agents or employees. Unemployment insurance benefits will be available to Local Agency and its employees and agents only if such coverage is made available by Local Agency or a third party. Local Agency shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. Local Agency shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Local Agency shall (i) provide and keep in force workers' Page 71 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 24 of 25 compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Local Agency shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the remainder of this Agreement, to the extent capable of execution. G. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra -judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Local Agency hereby certifies and warrants that, during the term of this Agreement and any extensions, Local Agency has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Local Agency is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement. Local Agency has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Local Agency’s services and Local Agency shall not employ any person having such known interests. 22. FEDERAL REQUIREMENTS Local Agency and/or their contractors, subcontractors, and consultants shall at all times during the execution of this Agreement strictly adhere to, and comply with, all applicable federal and State laws, and their implementing regulations, as they currently exist and may hereafter be amended. A summary of applicable federal provisions are attached hereto as Exhibit F, Exhibit I, Exhibit J, Exhibit K and Exhibit M are hereby incorporated by this reference. 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) The recipient Local Agency shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT -assisted contract or in the administration of its DBE program or the requirements 49 CFR part 26. The Local Agency shall take all necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination in the award and administration of DOT -assisted contracts. CDOT’s DBE program, as required by 49 CFR part 26 and as approved by DOT, is incorporated by reference in this agreement. Implementation of this program i s a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the Local Agency of its failure to carry out its approved program, the Department may impose sanctions as provided for under 49 CFR part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.). Page 72 of 364 OLA #: 331001711 Routing #: 18-HA1-XC-00047 Document Builder Generated Rev. 12/09/2016 Page 25 of 25 The Local Agency agrees to the following and shall include it verbatim in all DOT -assisted contracts: The contract, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: 1) Withholding monthly progress payments; 2) Assessing sanctions; 3) Liquidated damages; and/or 4) Disqualifying the contractor from future bidding as non -responsible. 24. DISPUTES Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by agreement shall be decided by the Chief Engineer of the Department of Transportation. The decision of the Chief Engineer will be final and conclusive unless, within 30 calendar days after the date of receipt of a copy of such written decision, Local Agency mails or otherwise furnishes to the State a written appeal addressed to the Executive Director of CDOT. In connection with any appeal proceeding under this clause, Local Agency shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, Local Agency shall proceed dilig ently with the performance of this Agreement in accordance with the Chief Engineer’s decision. The decision of the Executive Director or his duly authorized representative for the determination of such appeals shall be final and conclusive and serve as final agency action. This dispute clause does not preclude consideration of questions of law in connection with decisions provided for herein. Nothing in this Agreement, however, shall be construed as making final the decision of any administrative official, representative, or board on a question of law. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK Page 73 of 364 Exhibit A – Page 1 of 1 EXHIBIT A, STATEMENT OF WORK The Dartmouth Bridge over the Platte River (Structure # ENGLWD-DAPR) is a critical link in the roadway network to the northwest portion of the city which serves a large light industrial district, the Englewood/Littleton Wastewater Treatment Plant and approximately 1,140 residents. It is used by over 20,000 vehicles a day with a large percentage of truck traffic (per 2013 DRCOG traffic counts). The bridge is also on a dedicatd bicycle route that links cyclists from Denver, Engilewood and Sheridan to the Platte River Trail. This bridge, re-constructed after the flood of 1965, is on the Select List and has been rated as Functionally Obsolete with an approximate sufficiency rating of 75.5 (in December 2013). This project is a bridge rehabilitation project and widening that will include complete removal and replacement of the existing asphalt wearing surface, 1 ½” reimborced concrete deck, expansion joints, bridge railings, sidewalks and surface inlets. Spot repairs to the existing deck will be made if feasible, and full deck replacement is anticipated given the condition and number of repairs that have been made over the years. Concrete Tee flange surfaces will be visually inspected and repaired as necessary. Sidewalk approaches will be reconstructed at each end of the structure as well as new approach railings and end anchors that meet current CDOT and AASHTO standards for improved vehicular, pedestrian, and bicycle safety. Displaced riprap will be adjusted to protect abutments from scour. The widening portion of the project will provide for 2 though lanes in each direction and a dedicated left-hand-turn lane for each direction. Intersections at each end of the bridge are signalized, subjecting the structure to both the stopping and turning movements of the traffic. Page 74 of 364 Exhibit B - Page 1 of 2 EXHIBIT B, SAMPLE OPTION LETTER State Agency Department of Transportation Option Letter Number ZOPTLETNUM Local Agency ZVENDORNAME Agreement Routing Number ZSMARTNO Agreement Maximum Amount Initial term State Fiscal Year ZFYY_1 Extension terms State Fiscal Year ZFYY_2 State Fiscal Year ZFYY_3 State Fiscal Year ZFYY_4 State Fiscal Year ZFYY_5 Total for all state fiscal years $ ZFYA_1 $ ZFYA_2 $ ZFYA_3 $ ZFYA_4 $ ZFYA_5 $ ZPERSVC_MAX_ AMOUNT Agreement Effective Date The later of the effective date or ZSTARTDATEX Current Agreement Expiration Date ZTERMDATEX 1. OPTIONS: A. Option to extend for an Extension Term B. Option to unilaterally authorize the Local Agency to begin a phase which may include Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous ONLY (does not apply to Acquisition/Relocation or Railroads) and to update encumbrance amounts (a new Exhibit C must be attached with the option letter and shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.). C. Option to unilaterally transfer funds from one phase to another phase (a new Exhibit C must be attached with the option letter and shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C- 4, etc.). D. Option to unilaterally do both A and B (a new Exhibit C must be attached with the option letter and shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.). E. Option to update a Phase Performance Period and/or Modify OMB Uniform Guidance Information. 2. REQUIRED PROVISIONS: Option A In accordance with Section 2, C of the Original Agreement reference d above, the State hereby exercises its option for an additional term, beginning on (insert date) and ending on the current contract expiration date shown above, under the same funding provisions stated in the Original Contract Exhibit C, as amended. Option B In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to authorize the Local Agency to begin a phase that will include (describe which phase will be added and include all that apply – Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous) and to encumber previously budgeted funds for the phase based upon changes in funding availability and authorization. The encumbrance for (Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous)is (insert dollars here). A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. (The following is a NOTE only, please delete when using this option. Future changes for this option for Exhibit C shall be labled as follows: C-2, C-3, C-4, etc.). Option C In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to Page 75 of 364 Exhibit B - Page 2 of 2 authorize the Local Agency to transfer funds from (describe phase from which funds will be moved) to (describe phase to which funds will be moved) based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. Option D In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to authorize the Local Agency to begin a phase that will include (describe which phase will be added and include all that apply – Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous); 2) to encumber funds for the phase based upon changes in funding availability and authorization; and 3) to transfer funds from (describe phase from which funds will be moved) to (describe phase to which funds will be moved) based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. (The following language must be included on ALL options): The Agreement Maximum Amount table on the Contract’s Signature and Cover Page is hereby deleted and replaced with the Current Agreement Maximum Amount table shown above. Option E In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to authorize the Local Agency to update a Phase Performance Period and/or Modify OMB Uniform Guidance Information. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. 3. OPTION EFFECTIVE DATE: The effective date of this option letter is upon approval of the State Controller or delegate. APPROVALS: State of Colorado: John W. Hickenlooper, Governor By: _____________________________________________ Date: __________________ Executive Director, Colorado Department of Transportation ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Contracts. This Agreement is not valid until signed and dated below by the State Controller or delegate. Contractor is n ot authorized to begin performance until such time. If the Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay the Local Agency for such performance or for any goods and/or services provided hereunder. State Controller Robert Jaros, CPA, MBA, JD By: __________________________________ Date: ________________________________ Page 76 of 364 Exhibit C - Page 1 of 2 EXHIBIT C – FUNDING PROVISIONS BRO M395-017 (22124) A. Cost of Work Estimate The Local Agency has estimated the total cost the Work to be $1,739,430.00, which is to be funded as follows: 1. BUDGETED FUNDS a. Federal Funds (80.00% of Participating Costs) $1,391,544.00 b. Local Agency Matching Funds (20.00% of Participating Costs) $347,886.00 TOTAL BUDGETED FUNDS $1,739,430.00 2. OMB UNIFORM GUIDANCE a. Federal Award Identification Number (FAIN): TBD b. Federal Award Date (also Phase Performance Start Date): See Below c. Amount of Federal Funds Obligated by this Action: $0.00 d. Total Amount of Federal Award: $1,391,544.00 e. Name of Federal Awarding Agency: FHWA f. FDA # Highway Planning and Construction CFDA 20.205 g. Is the Award for R&D? No h. Indirect Cost Rate (if applicable) N/A 3. ESTIMATED PAYMENT TO LOCAL AGENCY a. Federal Funds Budgeted $1,391,544.00 b. Less Estimated Federal Share of CDOT-Incurred Costs $0.00 TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $1,391,544.00 4. FOR CDOT ENCUMBRANCE PURPOSES a. Total Encumbrance Amount $1,739,430.00 b. Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0.00 Net to be encumbered as follows: $1,739,430.00 Note: Design and Construction phase funds are currently not available. Desigh and Construction funds will become available after federal authorization and execution of an Option Letter (Exhibit B) or formal Amendment. WBS Element 22124.10.30 Performance Period Start*/End Date 12/6/2017 / 9/30/2019 Design 3020 $0.00 WBS Element 22124.20.10 Performance Period Start*/End Date TBD / TBD Const. 3301 $0.00 *The Local Agency should not begin work until all three of the following are in place: 1) Phase Performance Period Start Date; 2) the execution of the document encumbering funds for the respective phase; and 3) Local Agency receipt of the official Notice to Proceed. Any work performed before these three milestones are achieved will not be reimbursable. Page 77 of 364 Exhibit C - Page 2 of 2 B. Matching Funds The matching ratio for the federal participating funds for this Work is 80.00% federal-aid funds to 20.00% Local Agency funds, it being understood that such ratio applies only to the $1,739,430.00 that is eligible for federal participation, it being further understood that all non -participating costs are borne by the Local Agency at 100%. If the total participating cost of performance of the Work exceeds $1,739,430.00, and additional federal funds are made available for the Work, the Local Agency shall pay 20.00% of all such costs eligible for federal participation and 100% of all non-participating costs; if additional federal funds are not made available, the Local Agency shall pay all such excess costs. If the total participating cost of performance of the Work is less than $1,739,430.00, then the amounts of Local Agency and federal-aid funds will be decreased in accordance with the funding ratio described herein. The performance of the Work shall be at no cost to the State. C. Maximum Amount Payable The maximum amount payable to the Local Agency under this Agreement shall be $1,391,544.00 (for CDOT accounting purposes, the federal funds of $1,391,544.00 and the Local Agency matching funds of $347,886.00 will be encumbered for a total encumbrance of $1,739,430.00), unless such amount is increased by an appropriate written modification to this Agreement executed before any increased cost is incurred. It is understood and agreed by the parties hereto that the total cost of the Work stated hereinbefore is the best estimate available, based on the design data as approved at the time of execution of this Agreement, and that such cost is subject to revisions (in accord with the procedure in the previous sentence) agreeable to the parties prior to bid and award. The maximum amount payable shall be reduced witho ut amendment when the actual amount of the Local Agency’s awarded contract is less than the budgeted total of the federal participating funds and the Local Agency matching funds. The maximum amount payable shall be reduced through the execution of an Option Letter as described in Section 7. E. of this contract. D. Single Audit Act Amendment All state and local government and non-profit organizations receiving more than $750,000 from all funding sources defined as federal financial assistance for Single Au dit Act Amendment purposes shall comply with the audit requirements of 2 CFR part 200, subpart F (Audit Requirements) see also, 49 C.F.R. 18.20 through 18.26. The Single Audit Act Amendment requirements applicable to the Local Agency receiving federal funds are as follows: i. Expenditure less than $750,000 If the Local Agency expends less than $750,000 in Federal funds (all federal sources, not just Highway funds) in its fiscal year then this requirement does not apply. ii. Expenditure of $750,000 or more-Highway Funds Only If the Local Agency expends $750,000 or more, in Federal funds, but only received federal Highway funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program specific audit shall be performed. This audit will examine the “financ ial” procedures and processes for this program area. iii. Expenditure of $750,000 or more-Multiple Funding Sources If the Local Agency expends $750,000 or more in Federal funds, and the Federal funds are from multiple sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies, which is an audit on the entire organization/entity. iv. Independent CPA Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. An audit is an allowable direct or indirect cost. Page 78 of 364 EXHIBIT D, LOCAL AGENCY RESOLUTION Page 79 of 364 Exhibit E – Page 1 of 5 EXHIBIT E, LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST Page 80 of 364 Exhibit E – Page 2 of 5 Page 81 of 364 Exhibit E – Page 3 of 5 Page 82 of 364 Exhibit E – Page 4 of 5 Page 83 of 364 Exhibit E – Page 5 of 5 Page 84 of 364 Exhibit F - Page 1 of 1 EXHIBIT F, CERTIFICATION FOR FEDERAL-AID CONTRACTS The Local Agency certifies, by signing this Agreement, to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, Agreement, loan, or cooperative agreement . If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer of Congress, or an employee of a Member of Congress in connection with this Federal contract, Agreement, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be s ubject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agree by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub - recipients shall certify and disclose accordingly. Page 85 of 364 Exhibit G - Page 1 of 1 EXHIBIT G [INTENTIONALLY OMITTED] SEE SECTION 23 IN BODY OF AGREEMENT Page 86 of 364 Exhibit H - Page 1 of 2 EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES Title 23 Code of Federal Regulations (CFR) 172 applies to a federally funded Local Agency project agreement administered by CDOT that involves professional consultant services. 23 CFR 172.1 states “The policies and procedures involve federally funded contracts for engineering and design related services for projects subject to the provisions of 23 U.S.C. 112(a) and are issued to ensure that a qualified consultant is obtained through an equitable selection process, that prescribed work is properly accomplished in a timely manner, and at fair and reasonable cost” and according to 23 CFR 172.5 “Price shall not be used as a factor in the analysis and selection phase.” Therefore, local agencies must comply with these CFR requirements when obtaining professional consultant services under a federally funded consultant contract administered by CDOT. CDOT has formulated its procedures in Procedural Directive (P.D.) 400.1 and the related operations guidebook titled "Obtaining Professional Consultant Services". This directive and guidebook incorp orate requirements from both Federal and State regulations, i.e., 23 CFR 172 and CRS §24-30-1401 et seq. Copies of the directive and the guidebook may be obtained upon request from CDOT's Agreements and Consultant Management Unit. [Local agencies should have their own written procedures on file for each method of procurement that addresses the items in 23 CFR 172]. Because the procedures and laws described in the Procedural Directive and the guidebook are quite lengthy, the subsequent steps serve as a short-hand guide to CDOT procedures that a Local Agency must follow in obtaining professional consultant services. This guidance follows the format of 23 CFR 172. The steps are: 1. The contracting Local Agency shall document the need for obtaining professional services. 2. Prior to solicitation for consultant services, the contracting Local Agency shall develop a detailed scope of work and a list of evaluation factors and their relative importance. The evaluation factors are those identified in C.R.S. 24-30-1403. Also, a detailed cost estimate should be prepared for use during negotiations. 3. The contracting agency must advertise for contracts in conformity with the requirements of C.R.S. 24 -30- 1405. The public notice period, when such notice is required, is a minimum of 15 days prior to the selection of the three most qualified firms and the advertising should be done in one or more daily newspapers of general circulation. 4. The Local Agency shall not advertise any federal aid contract without prior review by the CDOT Regional Civil Rights Office (RCRO) to determine whether the contract shall be subject to a DBE contract goal. If the RCRO determines a goal is necessary, then the Local Agency shall include the goal and the applicable provisions within the advertisement. The Local Agency shall not award a contract to any Contractor or Consultant without the confirmation by the CDOT Civil Rights and Business Resource Center that the Contractor or Consultant has demonstrated good faith efforts. The Local Agency shall work with the CDOT RCRO to ensure compliance with the established terms during the performance of the contract. 5. The Local Agency shall require that all contractors pay subcontractors for satisfactory performance of work no later than 30 days after the receipt of payment for that work from the contractor. For construction projects, this tiem period shall be reduced to seven days in accordance with Colorado Revised Statute 24 -91-103(2). If the Local Agency withholds retainage from contractors and/or allows contractors to withhold retainage fr om subcontractors, such retainage provisions must comply with 49 CFR 26.29. 6. Payments to all Subconsultants shall be made within thirty days of receipt of payment from [the Local Agency] or no later than ninety days from the date of the submission of a complete invoice from the Subconsultant, whichever occurs first. If the Consultant has good cause to dispute an amount invoiced by a Subconsultant, the Consultant shall notify [the Local Agency] no later than the required date for payment. Such notification shall include the amount disputed and justification for the withholding. The Consultant shall maintain records of payment that show amounts paid to all Subconsultants. Good cause does not include the Consultant’s failure to submit an invoice to the Local Agency or to deposit payments made. 7. The analysis and selection of the consultants shall be done in accordance with CRS §24 -30-1403. This section of the regulation identifies the criteria to be used in the evaluation of CDOT pre-qualified prime consultants and their team. It also shows which criteria are used to short-list and to make a final selection. The short-list is based on the following evaluation factors: a. Qualifications, Page 87 of 364 Exhibit H - Page 2 of 2 b. Approach to the Work, c. Ability to furnish professional services. d. Anticipated design concepts, and e. Alternative methods of approach for furnishing the professional services. Evaluation factors for final selection are the consultant's: a. Abilities of their personnel, b. Past performance, c. Willingness to meet the time and budget requirement, d. Location, e. Current and projected work load, f. Volume of previously awarded contracts, and g. Involvement of minority consultants. 8. Once a consultant is selected, the Local Agency enters into negotiations with the consultant to obtain a fair and reasonable price for the anticipated work. Pre -negotiation audits are prepared for contracts expected to be greater than $50,000. Federal reimbursements for costs are limited to those costs allowable under the cost principles of 48 CFR 31. Fixed fees (profit) are determined with consideration given to size, complexity, duration, and degree of risk involved in the work. Profit is in the range of six to 15 percent of the total di rect and indirect costs. 9. A qualified Local Agency employee shall be responsible and in charge of the Work to ensure that the work being pursued is complete, accurate, and consistent with the terms, conditions, and specifications of the contract. At the end of Work, the Local Agency prepares a performance evaluation (a CDOT form is available) on the consultant. CRS §§24-30-1401 THROUGH 24-30-1408, 23 CFR PART 172, AND P.D. 400.1, PROVIDE ADDITIONAL DETAILS FOR COMPLYING WITH THE PRECEEDING EIGHT (8) STEPS. Page 88 of 364 Exhibit I - Page 1 of 12 EXHIBIT I, FEDERAL-AID CONTRACT PROVISIONS FOR CONSTRUCTION CONTRACTS Page 89 of 364 Exhibit I - Page 2 of 12 Page 90 of 364 Exhibit I - Page 3 of 12 Page 91 of 364 Exhibit I - Page 4 of 12 Page 92 of 364 Exhibit I - Page 5 of 12 Page 93 of 364 Exhibit I - Page 6 of 12 Page 94 of 364 Exhibit I - Page 7 of 12 Page 95 of 364 Exhibit I - Page 8 of 12 Page 96 of 364 Exhibit I - Page 9 of 12 Page 97 of 364 Exhibit I - Page 10 of 12 Page 98 of 364 Exhibit I - Page 11 of 12 Page 99 of 364 Exhibit I - Page 12 of 12 Page 100 of 364 Exhibit J - Page 1 of 11 EXHIBIT J, ADDITIONAL FEDERAL REQUIREMENTS Federal laws and regulations that may be applicable to the Work include: Executive Order 11246 Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations (41 CFR Chapter 60) (All construction contracts awarded in excess of $10,000 by the Local Agencys and their contractors or the Local Agencys). Copeland "Anti-Kickback" Act The Copeland "Anti-Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3) (All contracts and sub-Agreements for construction or repair). Davis-Bacon Act The Davis-Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor regulations (29 CFR Part 5) (Construction contracts in excess of $2,000 awarded by the Local Agencys and the Local Agencys when required by Federal Agreement program legislation. This act requires that all laborers and mechanics employed by contractors or sub-contractors to work on construction projects financed by federal assistance must be paid wages not less than those established for the locality of the project by the Secretary of Labor). Contract Work Hours and Safety Standards Act Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5). (Construction contracts awarded by the Local Agency’s in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers). Clear Air Act Standards, orders, or requirements issued under section 306 of the Clear Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368). Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15) (contracts, subcontracts, and sub -Agreements of amounts in excess of $100,000). Energy Policy and Conservation Act Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94 -163). OMB Circulars Office of Management and Budget Circulars A-87, A-21 or A-122, and A-102 or A-110, whichever is applicable. Hatch Act The Hatch Act (5 USC 1501-1508) and Public Law 95-454 Section 4728. These statutes state that federal funds cannot be used for partisan political purposes of any kind by any person or organization involved in the administration of federally-assisted programs. Nondiscrimination The Local Agency shall not exclude from participation in, deny the benefits of, or subject to discrimination any person in the United States on the ground of race, color national origin, sex, age or disability. Prior to the receipt of any Federal financial assistance from CDOT, the Local Agency shall execute the attached Standard DOT Title VI assurance. As appropriate, the Local Agency shall include Appendix A, B, or C to the Standard DOT Title VI assurance in any contract utilizing federal funds, land or other aid. The Local Agency shall also include the following in all contract advertisements: The [Local Agency], in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (79 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, DBEs will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grouds of race, color, or national origin in consideration for any award. Page 101 of 364 Exhibit J - Page 2 of 11 ADA In any contract utilizing federal funds, land, or other federal aid, the Local Agency shall require the federal- aid recipient or contractor to provide a statement of written assurance that they will comply with Section 504 and not discriminate on the basis of disability. Uniform Relocation Assistance and Real Property Acquisition Policies Act The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (Public Law 91-646, as amended and Public Law 100-17, 101 Stat. 246-256). (If the contractor is acquiring real property and displacing households or businesses in the performance of the Agreement). Drug-Free Workplace Act The Drug-Free Workplace Act (Public Law 100-690 Title V, subtitle D, 41 USC 701 et seq.). Age Discrimination Act of 1975 The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. seq. and its implementing regulation, 45 C.F.R. Part 91; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as amended, and implementing regulation 45 C.F.R. Part 84. 23 C.F.R. Part 172 23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related Contracts". 23 C.F.R Part 633 23 C.F.R Part 633, concerning "Required Contract Provisions for Federal-Aid Construction Contracts". 23 C.F.R. Part 635 23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions". Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973 Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973. The requirements for which are shown in the Nondiscrimination Provisions, which are attached hereto and made a part hereof. Nondiscrimination Provisions: In compliance with Title VI of the Civil Rights Act of 1964 and with Section 162(a) of the Federal Aid Highway Act of 1973, the Contractor, for itself, its assignees and successors in interest, agree as follows: i. Compliance with Regulations The Contractor will comply with the Regulations of the Department of Transportation relative to nondiscrimination in Federally assisted programs of the Department of Transportation (Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein incorporated by reference and made a part of this Agreement. ii. Nondiscrimination The Contractor, with regard to the wo rk performed by it after award and prior to completion of the contract work, will not discriminate on the ground of race, color, sex, mental or physical handicap or national origin in the selection and retention of Subcontractors, including procurement of materials and leases of equipment. The Contractor will not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendi x C of the Regulations. iii. Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurement of materials or equipment, each potential Subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Agreement and the Regulations relative to nondiscrimination on the ground of race, color, sex, mental or physical handicap or national origin. iv. Information and Reports The Contractor will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto and will permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the State, or the FHWA as appropriate and shall set forth what efforts have been made to obtain the information. Page 102 of 364 Exhibit J - Page 3 of 11 v. Sanctions for Noncompliance In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Agreement, the State shall impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: a. Withholding of payments to the Contractor under the contract until the Contractor complies, and/or b. Cancellation, termination or suspension of the contract, in whole or in part. Incorporation of Provisions §22 The Contractor will include the provisions of this Exhibit J in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, orders, or instructions issued pursuant thereto. The Contractor will take such action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event the Contractor becomes involved in, or is threatened with, litigation with a Subcontractor or supplier as a result of such direction, the Contractor may request the State to enter into such litigation to protect the interest of the State and in addition, the Contractor may request the FHWA to enter into such litigation to protect the interests of the United States. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 103 of 364 Exhibit J - Page 4 of 11 SAMPLE The United States Department of Transportation (USDOT) Standard Title VI/Non -Discrimination Assurances for Local Agencies DOT Order No. 1050.2A The [Local Agency] (herein referred to as the "Recipient"), HEREBY AGREES THAT, as a condition to receiving any Federal financial assistance from the U.S. Department of Transportation (DOT), through the Colorado Department of Transportation and the Federal Highway Administration (FHWA), Federal Transit Administr ation (FTA), and Federal Aviation Administration (FAA), is subject to and will comply with the following: Statutory/Regulatory Authorities  Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin);  49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964);  28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964); The preceding statutory and regulatory cites hereinafter are referred to as the "Acts" and "Regulations," respectively. General Assurances In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that: "No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity, "for which the Recipient receives Federal financial assistance from DOT, including the FHWA, FTA, or FAA. The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI and other Non-discrimination requirements (The Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional-wide scope and coverage of these non- discrimination statutes and requirements to include all programs and activities of the Recipient, so long as any portion of the program is Federally assisted. Specific Assurances More specifically, and without limiting the above general Assurance, the Recipient agrees with and gives the following Assurances with respect to its Federally assisted FHWA, FTA, and FAA assisted programs: 1. The Recipient agrees that each "activity," "facility," or "program," as defined in §§ 21.23(b) and 21.23(e) of 49 C.F.R. § 21 will be (with regard to an "activity") facilitated, or will be (with regard to a "facility") operated, or will be (with regard to a "program") conducted in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations. 2. The Recipient will insert the following notification in all solicitations for bids, Requests For Proposals for work, or material subject to the Acts and the Regulations made in connection with all FHWA, FTA and FAA programs and, in adapted form, in all proposals for negotiated agreements regardless of funding source: 3. "The [Local Agency] in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity Page 104 of 364 Exhibit J - Page 5 of 11 4. to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award." 5. The Recipient will insert the clauses of Appendix A and E of this Assurance in every contract or agreement subject to the Acts and the Regulations. 6. The Recipient will insert the clauses of Appendix B of this Assurance, as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures , use, or improvements thereon or interest therein to a Recipient. 7. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility, the Assurance will extend to the entire facility and facilities operated in c onnection therewith. 8. That where the Recipient receives Federal financial assistance in the form, or for the acquisition of real property or an interest in real property, the Assurance will extend to rights to space on, over, or under such property. 9. That the Recipient will include the clauses set forth in Appendix C and Appendix D of this Assurance, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the Recipient with other parties: a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. 10. That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the Assurance obligates the Recipient, or any transferee for the longer of the following periods: a. the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or b. the period during which the Recipient retains ownership or possession of the property. 11. The Recipient will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it, other recipients, sub-recipients, sub-grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts, the Regulations, and this Assurance. 12. The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts, the Regulations, and this Assurance. By signing this ASSURANCE, the [Local Agency] also agrees to comply (and require any sub-recipients, sub- grantees, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions governing the FHWA, FTA, and FAA’s access to records, accounts, documents, information, facilities, and staff. You also recognize that you must comply with any program or compliance reviews, and/or complaint investigations conducted by CDOT, FHWA, FTA, or FAA. You must keep records, reports, and submit the material for review Page 105 of 364 Exhibit J - Page 6 of 11 upon request to CDOT, FHWA, FTA, or FAA, or its designee in a timely, complete, and accurate way. Additionally, you must comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance. [Local Agency] gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, contracts, agreements, property, and/or discounts, or other Federal-aid and Federal financial assistance extended after the date hereof to the recipients by the U.S. Department of Transportation under the FHWA, FTA, and FAA. Th is ASSURANCE is binding on [Local Agency], other recipients, sub-recipients, sub-grantees, contractors, subcontractors and their subcontractors', transferees, successors in interest, and any other participants in the FHWA, FTA, and FAA funded programs. The person(s) signing below is authorized to sign this ASSURANCE on behalf of the Recipient. _____________________________________ (Name of Recipient) by ___________________________________ (Signature of Authorized Official) DATED________________________________ Page 106 of 364 Exhibit J - Page 7 of 11 APPENDIX A During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, FHWA, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment : In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. 4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will per mit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the [Local Agency], CDOT or FHWA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the [Local Agency], CDOT or FHWA, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non- discrimination provisions of this contract, the [Local Agency] will impose such contract sanctions as it, CDOT or FHWA may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with re spect to any subcontract or procurement as the Recipient or the [Local Agency], CDOT or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the United States to enter int o the litigation to protect the interests of the United States. Page 107 of 364 Exhibit J - Page 8 of 11 APPENDIX B CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of Assurance 4: NOW, THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the [Local Agency] will accept title to the lands and maintain the project constructed thereon in accordance with (Name of Appropriate Legislative Authority), the Regulations for the Administration of (Name of Appropriate Program), and the policies and procedures prescribed by the FHWA of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the [Local Agency] all the right, title and interest of the U.S. Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof. (HABENDUM CLAUSE) TO HAVE AND TO HOLD said lands and interests therein unto [Local Agency] and its successors forever, subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which Fe deral financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the [Local Agency] its successors and assigns. The [Local Agency], in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, that (1) no person will on the grounds of race, color, or national origin, be excluded from participation in, be denied th e benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2) that the [Local Agency] will use the lands and interests in lands and interests in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended [, and (3) that in the event of breach of any of the above-mentioned non-discrimination conditions, the Department will have a right to enter or re-enter said lands and facilities on said land, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this instruction].* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order Page 108 of 364 Exhibit J - Page 9 of 11 APPENDIX C CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE ACTIVITY, FACILITY, OR PROGRAM The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered into by the [Local Agency] pursuant to the provisions of Assurance 7(a): A. The (grantee, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the case of deeds and leases add "as a covenant running with the land"] that: 1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S. Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Non-discrimination covenants, [Local Agency] will have the right to terminate the (lease, license, permit, etc.) and to enter, re -enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued.* C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants, the [Local Agency] will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the [Local Agency] and its assigns.* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) Page 109 of 364 Exhibit J - Page 10 of 11 APPENDIX D CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE ACTIVITY, FACILITY OR PROGRAM The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by [Local Agency] pursuant to the provisions of Assurance 7(b): A. The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, "as a covenant running with the land") that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground o f race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other req uirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance. B. With respect to (licenses, leases, permits, etc.), in the event of breach of any of the above Non- discrimination covenants, [Local Agency] will have the right to terminate the (license, permit, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, permit, etc., as appropriate) had never been made or issued.* C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants, [Local Agency] will there upon revert to and vest in and become the absolute property of [Local Agency] of Transportation and its assigns.* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) Page 110 of 364 Exhibit J - Page 11 of 11 APPENDIX E During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following non -discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities:  Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21.  The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons d isplaced or whose property has been acquired because of Federal or Federal-aid programs and projects);  Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex);  Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27;  The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);  Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);  The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);  Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 -12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38;  The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);  Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;  Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you mu st take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);  Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). Page 111 of 364 Exhibit K - Page 1 of 4 EXHIBIT K, FFATA SUPPLEMENTAL FEDERAL PROVISIONS State of Colorado Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders Subject to The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended Revised as of 3-20-13 The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict bet ween the provisions of these Supplemental Provisions, the Special Provisions, the contract or any attachments or exhibits incorporated into and made a part of the contract, the provisions of these Supplemental Provisions shall control. 1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 1.1. “Award” means an award of Federal financial assistance that a non-Federal Entity receives or administers in the form of: 1.1.1. Grants; 1.1.2. Contracts; 1.1.3. Cooperative agreements, which do not include cooperative research and development agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 1.1.4. Loans; 1.1.5. Loan Guarantees; 1.1.6. Subsidies; 1.1.7. Insurance; 1.1.8. Food commodities; 1.1.9. Direct appropriations; 1.1.10. Assessed and voluntary contributions; and 1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non-Federal Entities. Award does not include: 1.1.12. Technical assistance, which provides services in lieu of mone y; 1.1.13. A transfer of title to Federally-owned property provided in lieu of money; even if the award is called a grant; 1.1.14. Any award classified for security purposes; or 1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111 -5). 1.2. “Contract” means the contract to which these Supplemental Provisions are attached and includes all Award types in §1.1.1 through 1.1.11 above. 1.3. “Contractor” means the party or parties to a Contract funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors . 1.4. “Data Universal Numbering System (DUNS) Number” means the nine-digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet’s website may be found at: http://fedgov.dnb.com/webform. 1.5. “Entity” means all of the following as defined at 2 CFR part 25, subpart C; 1.5.1. A governmental organization, which is a State, local government, or Indian Tribe; 1.5.2. A foreign public entity; 1.5.3. A domestic or foreign non-profit organization; Page 112 of 364 Exhibit K - Page 2 of 4 1.5.4. A domestic or foreign for-profit organization; and 1.5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non -Federal entity. 1.6. “Executive” means an officer, managing partner or any other employee in a management position. 1.7. “Federal Award Identification Number (FAIN)” means an Award number assigned by a Federal agency to a Prime Recipient. 1.8. “FFATA” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109 - 282), as amended by §6202 of Public Law 110 -252. FFATA, as amended, also is referred to as the “Transparency Act.” 1.9. “Prime Recipient” means a Colorado State agency or institution of higher education that receives an Award. 1.10. “Subaward” means a legal instrument pursuant to which a Prime Recipient of Award funds awards all or a portion of such funds to a Subrecipient, in exchange for the Subrecipient’s support in the performance of all or any portion of the substantive project or program for which the Award was granted. 1.11. “Subrecipient” means a non-Federal Entity (or a Federal agency under an Award or Subaward to a non - Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subj ect to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term “Subrecipient” includes and may be referred to as Subgrantee. 1.12. “Subrecipient Parent DUNS Number” means the subrecipient parent organization’s 9-digit Data Universal Numbering System (DUNS) number that appears in the subrecipient’s System for Award Management (SAM) profile, if applicable. 1.13. “Supplemental Provisions” means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education. 1.14. “System for Award Management (SAM)” means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. 1.15. “Total Compensation” means the cash and noncash dollar value earned by an Executive during the Prime Recipient’s or Subrecipient’s preceding fiscal year and includes the following: 1.15.1. Salary and bonus; 1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 1.15.3. Earnings for services under non-equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 1.15.4. Change in present value of defined benefit and actuarial pension plans; 1.15.5. Above-market earnings on deferred compensation which is not tax-qualified; 1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 1.16. “Transparency Act” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. The Transparency Act also is referred to as FFATA. 1.17 “Vendor” means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. Page 113 of 364 Exhibit K - Page 3 of 4 2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, including but not limited to these Supplemental Provisions. Any revisions to such provisions or regulations shall automatically become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. System for Award Management (SAM) and Data Universal Numbering System (DUNS) Requirements. 3.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the final financial report required under the Award or receives final payment, whichever is later. Contractor shall review and update SAM information at least annually after the initial registration, and mor e frequently if required by changes in its information. 3.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor’s information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more fr equently if required by changes in Contractor’s information. 4. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 4.1. The total Federal funding authorized to date under the Award is $25,000 or more; and 4.2. In the preceding fiscal year, Contractor received: 4.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 5. Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in §7 below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Supplemental Provisions and the cost of producing such reports shall be included in the Contract price. The reporting requirements in §7 below are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract and shall become part of Contractor’s obligations under this Contract, as provided in §2 above. The Colorado Office of the State Controller will provide summaries of revised OMB reporting requirements at http://www.colorado.gov/dpa/dfp/sco/FFATA.htm. 6. Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de-obligated such that the total award amount falls below $25,000, the Award shall continue to be subject to the reporting requirements. 7. Subrecipient Reporting Requirements. If Contractor is a Subrecipient, Contractor shall report as set forth below. Page 114 of 364 Exhibit K - Page 4 of 4 7.1 ToSAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number no later than the end of the month following the month in which the Subaward was made: 7.1.1 Subrecipient DUNS Number; 7.1.2 Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account; 7.1.3 Subrecipient Parent DUNS Number; 7.1.4 Subrecipient’s address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; 7.1.5 Subrecipient’s top 5 most highly compensated Executives if the criteria in §4 above are met; and 7.1.6 Subrecipient’s Total Compensation of top 5 most highly compensated Executives if criteria in §4 above met. 7.2 To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the Contract, the following data elements: 7.2.1 Subrecipient’s DUNS Number as registered in SAM. 7.2.2 Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 8. Exemptions. 8.1. These Supplemental Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 8.2 A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 8.3 Effective October 1, 2010, “Award” currently means a grant, cooperative agreement, or other arrangement as defined in Section 1.1 of these Special Provisions. On future dates “Award” may include other items to be specified by OMB in policy memoranda available at the OMB Web site; Award also will include other types of Awards subject to the Transparency Act. 8.4 There are no Transparency Act reporting requirements for Vendors. Event of Default. Failure to comply with these Supplemental Provisions shall constitute an event of default under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Contract, at law or in equity. Page 115 of 364 Exhibit L - Page 1 of 3 EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT Page 116 of 364 Exhibit L - Page 2 of 3 Page 117 of 364 Exhibit L - Page 3 of 3 Page 118 of 364 Exhibit M - Page 1 of 5 EXHIBIT M, OMB Uniform Guidance for Federal Awards Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“Uniform Guidance”), Federal Register, Vol. 78, No. 248, 78590 The agreement to which these Uniform Guidance Supplemental Provisions are attached has been funded, in whole or in part, with an award of Federal funds. In the event of a conflict between the provisions of these Supplemen tal Provisions, the Special Provisions, the agreement or any attachments or exhibits incorporated into and made a part of the agreement, the provisions of these Uniform Guidance Supplemental Provisions shall control. In the event of a conflict between the provisions of these Supplemental Provisions and the FFATA Supplemental Provisions, the FFATA Supplemental Provisions shall control. 9. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 9.1. “Award” means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. 2 CFR §200.38 9.2. “Federal Award” means an award of Federal financial assistance or a cost-reimbursement contract under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. “Federal Award” also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. 9.3. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient. 2 CFR §200.37 9.4. “FFATA” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109 - 282), as amended by §6202 of Public Law 110 -252. 9.5. “Grant” or “Grant Agreement” means an agreement setting forth the terms and conditions of an Award. The term does not include an agreement that provides only direct Federal cash assistance to an individual, a subsidy, a loan, a loan guarantee, insurance, or acquires property or services for the direct benefit of use of the Federal Awarding Agency or Recipient. 2 CFR §200.51. 9.6. “OMB” means the Executive Office of the President, Office of Management and Budget. 9.7. “Recipient” means a Colorado State department, agency or institution of higher education that receives a Federal Award from a Federal Awarding Agency to carry out an activity under a Federal program. The term does not include Subrecipients. 2 CFR §200.86 9.8. “State” means the State of Colorado, acting by and through its departments, agencies and institutions of higher education. 9.9. “Subrecipient” means a non-Federal entity receiving an Award from a Recipient to carry out part of a Federal program. The term does not include an individual who is a beneficiary of such program. 9.10. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A-102, and A- 133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 9.11. “Uniform Guidance Supplemental Provisions” means these Supplemental Provisions for Federal Awards subject to the OMB Uniform Guidance, as may be revised pursuant to ongoing guidance from relevant Federal agencies or the Colorado State Controller. 10. Compliance. Subrecipient shall comply with all applicable provisions of the Uniform Guidance, including but not limited to these Uniform Guidance Supplemental Provisions. Any revisions to such provisions Page 119 of 364 Exhibit M - Page 2 of 5 automatically shall become a part of these Supplemental Provisions, without the necessity of eithe r party executing any further instrument. The State of Colorado may provide written notification to Subrecipient of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 11. Procurement Standards. 3.1 Procurement Procedures. Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, §§200.318 through 200.326 thereof. 3.2 Procurement of Recovered Materials. If Subrecipient is a State Agency or an agency of a political subdivision of a state, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year excee ded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 4. Access to Records. Subrecipient shall permit Recipient and auditors to have access to Subrecipient’s records and financial statements as necessary for Recipient to meet the requirements of §200.331 (Requirements for pass-through entities), §§200.300 (Statutory and national policy requirements) through 200.309 (Period of performance), and Subpart F-Audit Requirements of the Uniform Guidance. 2 CFR §200.331(a)(5). 5. Single Audit Requirements. If Subrecipient expends $750,000 or more in Federal Awards during Subrecipient’s fiscal year, Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in accordance with the provisions of Subpart F -Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR §200.501. 5.1 Election. Subrecipient shall have a single audit conducted in accordance with Uniform Guidance §200.514 (Scope of audit), except when it elects to have a program-specific audit conducted in accordance with §200.507 (Program-specific audits). Subrecipient may elect to have a program-specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Recipient. A program-specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program-specific audit. 5.2 Exemption. If Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR §200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. 5.3 Subrecipient Compliance Responsibility. Subrecipient shall procure or otherwise arrange for the audit required by Part F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with Uniform Guidance §200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as need ed for the auditor to perform the audit required by Uniform Guidance Part F-Audit Requirements. 6. Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all of the following applicable provisions in all subcontracts entered into by it pursuant to this Grant Agreement. Page 120 of 364 Exhibit M - Page 3 of 5 6.1 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60 -1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964 -1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executi ve Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” “During the performance of this contract, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. (3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (6) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (7) The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Or der 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States.” 4.2 Davis-Bacon Act. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146- Page 121 of 364 Exhibit M - Page 4 of 5 3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. 4.3 Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work un der that “funding agreement,” Subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. 4.4 Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 -7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 4.5 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 4.6 Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. 7. Certifications. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR §200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR §200.201(3). If the required l evel of activity or effort was not carried out, the amount of the Award must be adjusted. 1. 8. Event of Default. Failure to comply with these Uniform Guidance Supplemental Provisions shall constitute an event of default under the Grant Agreement (2 CFR §200.339) and the State may terminate the Grant upon 30 Page 122 of 364 Exhibit M - Page 5 of 5 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the Sta te of Colorado under the Grant, at law or in equity. 9. Effective Date. The effective date of the Uniform Guidance is December 26, 2013. 2 CFR §200.110. The procurement standards set forth in Uniform Guidance §§200.317 -200.326 are applicable to new Awards made by Recipient as of December 26, 2015. The standards set forth in Uniform Guidance Subpart F -Audit Requirements are applicable to audits of fiscal years beginning on or after December 26, 2014. 10. Performance Measurement The Uniform Guidance requires completion of OMB-approved standard information collection forms (the PPR). The form focuses on outcomes, as related to the Federal Award Performance Goals that awarding Federal agencies are required to detail in the Awards. Section 200.301 provides guidance to Federal agencies to measure performance in a way that will help the Federal awarding agency and other non-Federal entities to improve program outcomes. The Federal awarding agency is required to provide recipients with clear performance goa ls, indicators, and milestones (200.210). Also, must require the recipient to relate financial data to performance accomplishments of the Federal award. Page 123 of 364 wmmorcdoz20.WW mm?mmom8: .>.wmmorcdoz._.w>zmmmEmzomczumENOKdamomzmwk.mczuHO Himwcwso=é.wo<mz_mz._.mczdmowEmU>W.ESOC.—.mw?uom wWO.:.u.0.H>ZU EmwmnE.u>dozomzamwm<>n. €mmwm>m.Ba05cmmu?aéoommmnoa&_.n..._3.05Graham8 guano Eu.9€nu&.E.nmno:0.958.._omm=<mmou?mwuuaownwmoumwan €mmwm>m.Ba8:.magmaSumm=_.B§&mum§..o<2_3.En mu?o?oomO3.OocuomonZo<oBcn..u.usemum .$Bwm>m.Enmum??oom05.Conan:upGa3.23N.no:9:3.mnmmmouEmo?mnnEn2.38_.au&..>.aE~ooEnUE4.Bo=Emanna85EnWonnamnouOnu?im 3%.manm<>o m<m8B.?BE €mmwm>m.Bomn?néooa9?09.50:Eamo?onwarm.3 gamma.?hsoo m.oBEnQnnozmme...3Ba32:HB_..=.o<nBmB5.59ea §mmwm>m.SEE.om>E.:.omiwmoum_.nnE..802:8:womoimouus.9?9.2.8..me»man €:mwm>m.“Sacco55:5cm538_.nuww.>.nEunnEnWnonnmmou038..m<>o mwmzw?_.bNo.Mmun €mmwm>m.2.3o.8o¢<o=E.3E38nov&..>.mEunnEaUw..nBo=Ema?a wan €mmwm>m.Enuocmr9332.99.5%E.&on~_.mEE.>.nEmooBow.ESE ¢i——:2 mg»::3:ME?=mmm8.5aunaaonER.333oE...wBmcnnmum3ow?u Q35 35%. Z05.ammwmmowm.mmE.wmmor?u3Him05OOCZOP.omEm O3 om mzowméoou.OOVOFPUO.>mmO§..O¢<mu mound:_.HrnmamawonEnOmanimaaomEnO5.ommnm??oom.Oaonmmo.a 533uBnnn_nmwonEnwownnewum9:32 DHZHEFE25” mocwomonwczumu Cnummmmuomménwagon ar?aooo :2.”9..HGZUW HamummanO53Ba32:F.€_.o<nBaBmea 2.S9o8 wcwr?:<D»-O<H~<=wZ.HH546" mocwnm2..mczum HnmsmmonFm.oB:5033%.33 2.Sm.o8 Page 124 of 364 Page 125 of 364 Page 126 of 364 Page 127 of 364 Page 128 of 364 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Tom Brennan DEPARTMENT: Utilities DATE: May 21, 2018 SUBJECT: CB 14 - Denver Water - Englewood IGA DESCRIPTION: CB 14 - Denver Water - Englewood IGA RECOMMENDATION: Water and Sewer Board recommends Council approval by Ordinance an Inter-Governmental Agreement with Denver Water for sharing of costs incurred for the joint services of Martin and Wood Consultants, Inc. between the City of Englewood and Denver Water for the Timbro Ranch Cattle Company case. Martin and Wood Consultants are the Utilities Department's water consultants. PREVIOUS COUNCIL ACTION: None SUMMARY: The Timbro Ranch Company filed an application in water court seeking to acquire tributary groundwater rights and an augmentation plan for wells to be completed in the Upper Pierre aquifer. Englewood entered this case because there have been several attempts to acquire non-tributary status for this aquifer that lacked proper data and to ensure that the augmentation does not impact the South Platte River. The Upper Pierre aquifer is a tributary of the South Platte River with its water flowing into the river. These proposed wells would deplete the water entering the river. To protect Englewood’s senior South Platte River water rights, a sound augmentation plan is essential. Augmentation is a substitute water supply plan that requires adequate replacement water to cover the depletion of water ensuring Englewood’s ability to exercise its senior rights. ANALYSIS: In February, Berg Hill, Englewood’s water counsel, conferred with counsel for Denver Water, Tom Brennan, and Englewood’s water engineer regarding joint representation of Denver Water and Englewood by Martin and Wood Consultants with respect to opinion/report regarding hydrogeological analysis. FINANCIAL IMPLICATIONS: This IGA will save the City half of the engineering costs in this case, which are likely to run into the tens of thousands. ATTACHMENTS: Page 129 of 364 Council Bill #14 Contract Approval Summary Intergovernmental Agreement - Denver Water and the City of Englewood Professional Services 2018 Budget Page 130 of 364 -1- BY AUTHORITY ORDINANCE NO. _____ COUNCIL BILL NO. 14 SERIES OF 2018 INTRODUCED BY COUNCIL MEMBER BARRENTINE AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT FOR JOINT SERVICES BETWEEN THE CITY AND COUNTY OF DENVER BY AND THROUGH ITS BOARD OF WATER COMMISSIONERS AND THE CITY OF ENGLEWOOD WHEREAS, Denver Water and the City of Englewood are opposers to water applications filed by Timbro Ranch Cattle Company, LLC, consolidated Case Nos. 2013CW3144 and 2014CW3134; WHEREAS, The City of Englewood has contracted with Martin and Wood to provide expert engineering analysis and testimony in the two applications; WHEREAS, Denver Water will reimburse the City of Englewood half of the costs for Martin and Woods engineering analysis, up to $100,000 dollars, and; WHEREAS, the passage of this Ordinance will authorize the City of Englewood to invoice Denver Water for one-half of the costs from January 29, 2018 to the effective date of this Agreement. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section 1. The City Council of the City of Englewood, Colorado, hereby authorizes an Intergovernmental Agreement for Joint Services with the City and County of Denver by and through its Board of Water Commissioners, for an amount up to $100,000 dollars, for one-half of the engineering services of Martin and Wood. Section 2. The Mayor and the City Clerk are hereby authorized to sign and attest said Intergovernmental Agreement, on behalf of the City of Englewood. Introduced, read in full, and passed on first reading on the 7th day of May, 2018. Published by Title as a Bill for an Ordinance in the City’s official newspaper on the 10th day of May, 2018. Published as a Bill for an Ordinance on the City’s official website beginning on 9th day of May 2018. Read by Title and passed on final reading on the 21st day of June, 2018. Published by Title in the City’s official newspaper as Ordinance No. ___, Series of 2017, on the 23rd day of June, 2018. Page 131 of 364 -2- Published by title on the City’s official website beginning on the 22nd day of June, 2018 for thirty (30) days. This Ordinance shall take effect thirty (30) days after publication following final passage. 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 the Ordinance passed on final reading and published by Title as Ordinance No. ___, Series of 2018. Stephanie Carlile Page 132 of 364 Page 133 of 364 Page 134 of 364 rr1 -.----Ir __._:.Q0885a..255.98mg:anunnoaumanm3.mE:8m:nE.mE8=83 an35:...E8 €oon_.m2:.$28885%as95$cm280::onEn338E8E:.Un:<nn «<52 £5:HQ m:m_n€ooao:n._E_m33::Ea<<oon_.m.3902.mBo::.. 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Sm=m_o€oon_.9.B_=Enm5no=m:E=moo=:.un.2::35::Ba ¢<oon_. av>13?Eo<Enm85.80:2385aE18:8388 :6 092 van?omSm 88:.88==:::o8;>m8nEn:.. o.Zoaoom>3.8:8235:3on33538anmin:_§2_a2 man:an 8 €::.._mE8mum:on538m.<o=BE038.2036:%_:o.a.._unao:u:<8 En 2:2 E5.ou $2233.Ex.nxnnmmmaa_.momma:nxunmmm0..E8mnnino.ono::62:3 Em:mn_._<nQ9.8 M59.:a%u8=&_:=5:82.m??maa_.uo?mmovannmmmaaama88a 333 um».o__o€mH noUn:<n_.<<En_.mnmmwsm?m:mOn=o_.u_Oo::mm_.Sromm mnE_.nwm E8 85.3050=E:c2«ca:32;eano===:=.nm:o:En” mamaMonm _=87Oo<n_.=Eo=8_>m8oEn_:Zo..omm=m_n€ooa Page 135 of 364 Page 136 of 364 I-In G.Oo_oEn_o Qo<n:=:o:S_.3355:>2.Zo2<:=m:::==m85.9:3 Eosmmoncm3; >m_,onBn:r En Un:<n~€32 aa m=m_2a&Ed :..._E=mEgo:ea :u<ono.€E<oa En Eo:n.E.< :3_8:o=m on SE a:o:.2 nmr?.:.::E=Enm ea Eo?nnozmE.o<Enn3..En 00.0250 Oo<n:::n:E_==3:=5\>3.O._~.m anE-_o-::.E:um:Bumcouansmna$9::53 8 :39 ca max059.=3=m:o:m.away :dB:=Enm Ea uno?ozosmo:.o2:mo u<m:mEn8 En Uo:<n_.€22 ea m:m_ns5on_.5 ommnnaea o:€_3.nnm. =4 é?zmmm simmmom.3...13:3 :m<nac?oxnnz?m :3 >m3n=.o=.E8::6 8:3.no=n=:o=m.ea _u3<.mmo_._m,§§_mco<n. wmmo¢oma _=8TQo<m:::a=.m_>m:wnBo_:2o. Hmmms??nvumnmmo=o< 03.ommsm?sooa Page 137 of 364 Page 138 of 364 Page 139 of 364 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: Tom Brennan Phone: 303-762-2654 Title: Director Utilities Email: tbrennan@englewoodco.gov Vendor Contact Information Vendor Name: Denver Water Vendor Contact: James Wittler Vendor Address: 1600 W 12th Avenue Vendor Phone: 303-628-6460 City: Denver Vendor Email: james.wittler@denverwater.org State: CO Zip Code: 80254 Contract Type Contract Type :Intergovernmental Agreement Description of Contract Work/Services: Attachments: ☒Contract -- ☐Original ☒Copy ☐Addendum(s) ☐Exhibit(s) ☐Certificate of Insurance Summary of Terms: Start Date: January 29, 2018 End Date: January 29, 2019 Total Years of Term:1 Total Amount of Contract for term (or estimated amount if based on item pricing):$10,000 to $20,000 (est) If Amended: Original Amount $ Amendment Amount $ Total as Amended: $ Renewal options available: Payment terms (please describe terms or attach schedule if based on deliverables): Attachments: ☐Copy of original Contract if this is an amendment IGA for the sharing of costs incurred for the joint services of Martin and Wood Consultants between the City of Englewood and Denver Water for the Timbro Ranch Company case. Page 140 of 364 Contract Approval Summary V10/25/2017 Page | 2 ☐Copies of related Contracts/Conveyances/Documents Source of funds: Budgeted Funds: $400,000 Line Item Description:Professional Services Line Item Total Funding: $400,000 Portion of Line Item spent to date: $73,892.22 Funding Source:Fund:40 Division Code:1601 Note (if needed): Attachments: ☐Copy of budget page from current budget book if contract value $25,000 or over or requires Council approval. Process for Choosing Vendor: ☐Bid: ☐ Bid Evaluation Summary attached ☐ Bid Response of proposed awardee ☐RFP: ☐ RFP Evaluation Summary attached ☐ RFP Response of proposed awardee ☐Quotes: Copy of Quotes attached ☐Sole Source: Explain Need below ☐Other: Please describe Page 141 of 364 "vr-I‘3"P saouuas|2uo_rssa;md (00'_0_D0'00l7$)5I‘='l0.LW919 l3N 00'000'0Dlv$S'IV.LD.LCINVHEJ3SN3d)G oo'o$§lV10.L cmvusznnua/um SIFIOLW919 RN (og‘0oo'o0y$)SIEIOJ.puns «|31EM -Ob nuns O0'00C|'00b$FIVLOJ.3SN3d)G| 5]u1DJ_puns mum -up pun_.5 D0'D00'00b$§l\Il01.ElSN':IdX3 00.000100”5:210;Aqddns ;u aomos tog 00‘D00'0Olr$ 0D'D00'00b$It 00'000'0Ob |w\mad\1 I‘-’"|:l 8|0Z IOZb§ saaauas/L’/1Dewuo_') Agddns ya zunos a tag;uugsx.-.13 3SN3dX3 PWH 1319M -09 W" uonduzsaulunouav mnu)Jv BIOZ JEa)\1a6png 0'19 96 ng 1 go I 362:]Nd £O19Z1EI 8IOZ/OE/b0"0 U099!-'3J3J!UU9[MI“"11 T, 'I l|0!S!-'40 5727.1;saapug/urn):-111193 5/210159:14/as/ruo/we yd >3)/A/ac poo/v\a|6u3 ;oPage 142 of 364 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Blair Corning DEPARTMENT: SPWRP DATE: May 21, 2018 SUBJECT: SPWRP Emergency Repairs Anaerobic Digester Complex DESCRIPTION: SPWRP Emergency Repairs Anaerobic Digester Complex RECOMMENDATION: The South Platte Water Renewal Partners (SPWRP), owned by Littleton/Englewood, recommends Council approve, by Motion, the concluding approval of emergency funds totaling $74,512.12 expended to remedy maintenance and repair issues related to Digester No. 3 identified in February 2018. This recommendation was approved by the Supervisory Committee on April 19, 2018. PREVIOUS COUNCIL ACTION: There was no previous Council action, since this was an emergency appropriation approved by City Manager, Eric Keck. SUMMARY: SPWRP Management was made aware of a potential risk for spill and or permit violation from Anaerobic Digester No. 3 (AD3) on February 12, 2018. It was determined that outside contracted services were needed to expedite AD3 repairs. The decision was made to execute an emergency appropriation of funds not to exceed $100,000 to repair AD3. This was done in consultation with Englewood City Manager Keck. A work plan was developed and implemented. The plan included contracting outside services provided by Water Technology Group (WTG). ANALYSIS: Staff developed a detailed scope of work, deliverables and schedule of authorized services. Staff negotiated a scope of services in the amount, not to exceed, $100,000 to WTG to provide the requested maintenance services. WTG’s work was divided into four categories: 1) Installing a CPVC bypass line, 2) hydro jetting 6” & 8” lines, for removal of struvite by a subcontractor to WTG, 3) Cleaning the inside of AD3 by a subcontractor to WTG (e.g., removal of sludge and debris), and 4) Labor to supplement staff resources provided by WTG to assist with mechanical work. Mechanical work completed by staff and the WTG included; replacing 28 plug valves ranging in size from 4”-14”; rebuilding 2 side mixing pumps; and rebuilding 1 foam suppression pump; and rebuilding 1 heat exchange pump. Work began on 02/12/18 and was completed on 03/28/18. Page 143 of 364 An itemized list of services and costs are tabulated below. WTG PO Cost CPVC Pipe for bypass line $4,625.00 Hydro jet 6”& 8” Lines $5,594.12 AD3 cleaning $ 57,293.00 (WTG) Skilled Trades Labor $7,000.00 Total $74,512.12 FINANCIAL IMPLICATIONS: Funding is available within the appropriated 2018 Capital Projects Budget to fund this emergency work. The original $11.1 M budgeted amount includes $7.5M for the biogas project, $2,561,701 for current projects which includes the prioritized digester emergency repairs. A balance of $1,038,299 remains available for other planned projects. Remaining 2018 planned projects fit within this amount. ALTERNATIVES: N/A CONCLUSION: Approval of this allocation will close out the Digester 3 emergency repairs. Future expenditures for maintenance and repair will follow normal plant procurement procedures. ATTACHMENTS: Water Technology Group Invoice - Emergency Repairs Anaerobic Digester Complex SPWRP Budget Page for 2018 - Emergency Repairs Anaerobic Digester Complex Approved Supervisory Committee meeting minutes PowerPoint - Emergency Repairs Anaerobic Digester Complex Page 144 of 364 INVOICE 1343411 Invoice Date Page INVOICE 5416621 ORDER NUMBER 1 of 303/27/2018 Bill To: City of Englewood, CO Littleton/Englewood Wastewater Plant 2900 S. Platte River Drive Englewood, CO 80110 US Ship To: City of Englewood, CO Littleton/Englewood Wastewater Plant 2900 S. Platte River Drive Englewood, CO 80110 US Ordered By: Paul Gaetano Customer ID:421223 Net Due Date Discount AmountDisc Due DateTerm DescriptionPO Number 2018-00000140 Net 30 4/26/2018 4/26/2018 0.00 Primary Salesrep NameOrder Date Pick Ticket No Taker 2/14/2018 09:01:00 3420145 Jared Keating heather cook Item ID Item DescriptionOrderedShippedRemaining Quantities UOM Disp.Pricing UOM Unit Price Price Extended Dates of Service: February 15th through February 22nd. Technicians removed old valves and replaced with new valves, as requested by Littleton / Englewood WWTP personnel. Order Note: Tracking #:Carrier: 1.0000 0.0000 EA WWTP EA 74,512.1200 74,512.121.0000 Wastewater Treatment Plant - - - - - - - - - - - - - - - - - Service Item Information - - - - - - - - - - - - - - Serial Number:DEZURIK VALVE REPLACEMENT - - - - - - - - - - - - - - - - - - - - -Part(s) - - - - - - - - - - - - - - - - - - - - EA7.0000 PD-800-0600.0000 EA 2,360.757.0000 337.2500 PVC 6 IN 20 FT STICK Ordered As:PD-800-060 EA7.0000 EPDM ORING0.0000 EA 1,769.817.0000 252.8300 EPDM ORING SEAL Ordered As:EPDM ORING EA2.0000 806-0600.0000 EA 207.742.0000 103.8700 SCH80 6 IN SOC ELBOW 90 Ordered As:806-060 EA2.0000 817-0600.0000 EA 286.702.0000 143.3500 PVC80 6in SOC 45 Ordered As:817-060 EA1.0000 OUTSIDE SERVICES0.0000 EA 57,293.001.0000 57,293.0000 CONTRACTED OUTSIDE SERVICES Digester cleaning services at LE WWTP - Services provided by VERIS Environmental. Ordered As:OUTSIDE SERVICES ORIGINAL Page 145 of 364 INVOICE 1343411 Invoice Date Page INVOICE 5416621 ORDER NUMBER 2 of 303/27/2018 Item ID Item DescriptionOrdered Shipped Remaining Quantities UOM Disp.Pricing UOM Unit Price Price Extended EA1.0000 OUTSIDE SERVICES0.0000 EA 5,594.121.0000 5,594.1200 CONTRACTED OUTSIDE SERVICES Labor and equipment to Hydroblast 6 inch and 8 inch lines in water treatment plant - Services provided by Power Services Company. Ordered As:OUTSIDE SERVICES 67512.12Total Parts Price: - - - - - - - - - - - - - - - - - - - -Labor - - - - - - - - - - - - - - - - - - - - - HR 100.0000 4,000.00Rate HR 75.0000 3,000.00Rate 7000.00Total Labor Price: SUB-TOTAL:Total Lines:1 74,512.12 TAX 0.00: Cogent or Brand Name P.O. Box 411832 Kansas City, MO 64141-1832 USA 1-816-221-0650 Enterprise Bank 12695 Metcalf Ave Overland Park, KS 66213 Routing Number: 081006162 Account Number: 4140000174 74,512.12AMOUNT DUE: Amount Due after 4/26/2018: 75629.80 All past due invoices are subject to a 1.5% per month finance charge. ACH / WIREREMIT TO Preferred method of payment is ACH ORIGINAL 40.0000 40.0000 0.0000 HR R2 Cogent Service Field Mechanic 40.0000 40.0000 0.0000 HR R1 Cogent Service Field Laborer Page 146 of 364 STANDARD TERMS AND CONDITIONS Price is FOB factory. Price does not include any freight charges. Price does not include any applicable duties or sales tax, use tax, excise tax, value-added or other similar taxes that may apply to this equipment and/or project. Unless specifically stated, price does not include manual or automatic controls, starters, protective or signal devices, wiring, anchor bolts, gauges, vibration isolation devices, installation, startup or testing. If the price is included in a proposal, the price is firm for receipt of an order within 30 days of the date shown on the proposal. Any additional terms and conditions included in the proposal are specifically included in these terms and conditions. Payment terms are net 30 days with approved credit. An interest charge of 1-1/2% per month will be added to balances over 30 days. Retainage of any invoiced amount is unacceptable unless specifically agreed to by Company at the time of order, and shall in no case exceed a period of 120 days. If payments are not timely received by Company, and this account is turned over to an attorney for collections, Customer agrees to pay all reasonable costs and attorney fees incurred in collection of the past due amounts. Payment of "commercial transaction" invoices by credit card will be charged a fee based upon Cogent's average discount rate for credit card transactions for the prior calendar year. This fee will change annually and is currently 2.55%. All equipment either rented from or through Company is subject to all of the terms and conditions listed on the back of the rental contract. Pricing does not include any overtime running of power equipment. In no event shall Company's obligations and liabilities under this Agreement include any direct, indirect, punitive, special, incidental or consequential damages or losses that Customer may suffer or incur in connection with this sale, service or rental, including, but not limited to, loss of revenue or profits, damages or losses as a result of Customer's inability to operate, perform its obligations to third persons or injuries to goodwill; nor shall Company’s liability extend to damages or losses Customer may suffer or incur as a result of such claims, suits or other proceedings made or instituted against Customer by third parties. Customer remises, releases and discharges Company from any and all liability or damages which might be caused by failure to deliver any equipment within the agreed time by Company. Customer shall be responsible for determining the good operating condition of all materials and equipment prior to accepting the materials and equipment. NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE IS MADE UNLESS THE SAME IS SPECIFICALLY SET FORTH IN WRITING AND ACCEPTED IN WRITING BY COMPANY, BUT IN SUCH CASE THE WARRANTY OR GUARANTEE IS LIMITED AS ABOVE PROVIDED. Notwithstanding the foregoing, Company will pass through to the Customer any warranty provided by the manufacturer of any equipment supplied by Company. Customer covenants and agrees to defend, indemnify and hold Company harmless from any claims, damages or liability arising out of the use, maintenance or delivery of the equipment or materials purchased or rented hereunder. Customer shall further defend, indemnify and hold Company harmless from any and all damages to third persons or to property caused by Customer's use or possession of the equipment or materials, to the fullest extent allowable by law. In connection with a proposal, if Customer has any further questions or comments regarding the proposal, please feel free to contact Company. If the proposal meets with Customer’s approval, please sign, date and mail or fax a copy of the proposal back to Company’s office, and the identified equipment will be ordered and/or scheduled for delivery. This agreement shall be governed by the laws of the state where the Company’s branch office is located from which the equipment is rented or purchased. Customer further agrees that venue and jurisdiction shall be appropriate in the county in which Company’s branch office is located from which the equipment was rented or purchased. Any provisions hereof which may prove unenforceable under any law shall not affect the validity of any other provision hereof. Revised January 2015 ORIGINAL Page 147 of 364 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 148 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 1 of 5 MINUTES Supervisory Committee Meeting Thursday, April 19, 2018 South Platte Water Renewal Partners (SPWRP) 2900 South Platte River Drive, Englewood, CO. 80110 - Conference Room 10:00 a.m. COMMITTEE PRESENT: Eric Keck Englewood City Manager Larry Nimmo Acting Englewood Public Works Director Keith Reester Littleton Public Works Director COMMITTEE ABSENT: Mark Relph Littleton City Manager STAFF PRESENT: John Kuosman SPWRP Director Blair Corning Deputy Director, Strategic Programs Kurt Carson Deputy Director, Operations & Maintenance Solutions Jenifer Doane Deputy Director, Manager of Business Admin. & Communications David Robbins Hill & Robbins, SPWRP Attorney Dan DeLaughter Applied Data & Policy Engagement Programs Mgr. Brenda Varner Government Relations Specialist I. Call to Order The April Supervisory Committee (Committee) meeting was called to order by John Kuosman, Director of the South Platte Water Renewal Partners (SPWRP). II. Consideration of Minutes of Previous Supervisory Committee Meeting The March Committee meeting minutes were unanimously approved via email on March 20 and 21, 2018. III. Action Item(s) Stratum Consulting Partners: Jenifer Doane discussed the recommended professional services agreement with Stratum Consulting Partners with the Committee. The agreement would provide specialized coding and development services, professional consulting and training services for the organization’s asset management software, Infor EAM. The committee discussed how Page 149 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 2 of 5 SPWRP would benefit from the use of a new mobile app feature and how the advantageous timing would allow for integration of SPWRP’s Infor EAM system with City of Englewood’s new Enterprise Resource Planning (ERP) software, Tyler New World. SPWRP staff recommends the Committee approve a professional services agreement with Stratum Consulting Partners, for consulting and training services, in the amount of $30,000. ACTION TAKEN – The Supervisory Committee considered a motion to approve the professional services agreement with Stratum Consulting Partners for consulting services, systems integration services, data conversion services, training services and related services, in the amount of $30,000. Eric Keck moved, Larry Nimmo seconded, three ayes, no nays. Motion approved. SPWRP staff plans to present this professional services agreement to the Englewood City Council for consideration in May 2018. Labworks: Jenifer Doane discussed the recommended professional services agreement with Labworks, LLC., with the Committee. This agreement would provide support, licensed software, document updates, and access to the Labworks user site for the Laboratory Information Management System (LIMS) in the laboratory. SPWRP’s lab equipment is interfaced with LIMS and testing results are automatically imported. The information from this database is used for regulatory reporting, process control and special study analyses. If SPWRP does not make these software upgrades, the organization risks security issues and new instrumentation not communicating with software and automatically collecting data. SPWRP staff recommends the renewal of the Labworks, LLC., professional services agreement for SPWRP’s Laboratory Information Management System (LIMS) in the amount of $24,075, and the approval of the software upgrade for $7,100, for a total of $31,175. ACTION TAKEN – The Supervisory Committee considered a motion to approve the professional services agreement with Labworks, LLC., for support services and related services for SPWRP’s Laboratory Information Management System (LIMS), in the amount of $24,075, and software upgrade in the amount of $7,100, for a total of $31,175. Keith Reester moved, Larry Nimmo seconded, three ayes, no nays. Motion approved. SPWRP staff plans to present this professional services agreement to the Englewood City Council for consideration in May 2018. OrthoPhosphate (Phosphorus) as Corrosion Control Legal Filing: Blair Corning and Dan DeLaughter discussed the recent decision made by the Colorado Department of Public Health and Environment (CDPHE) Water Quality Control Division to require Denver Water to add orthophosphate into its drinking water supply. This is being required for optimum corrosion control treatment which is intended to prevent or reduce lead and copper from leaching into drinking water from pipes and fixtures. The addition of orthophosphate creates the potential of added expense for both water and wastewater ratepayers and increased nutrient loads to watersheds. Phosphorus is one of two nutrients Page 150 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 3 of 5 that are already the subject of future requirements for increased treatment (Regulations 85 and 31). The Supervisory Committee, SPWRP staff and David Robbins, SPWRP attorney, discussed potential options to approach this sensitive topic. SPWRP staff asked the Committee for approval of Hill & Robbins’ involvement with meetings and strategy sessions so he would be confident on making decisions to protect SPWRP and the cities’ best interests as part of an existing contracting mechanism with Hill & Robbins. No additional appropriations are anticipated at this time. In addition, the Committee was asked to consider and approve a contribution for additional legal services in the not-to-exceed amount of $25,000 to be allocated towards legal expenses incurred by the Barr Milton Watershed Association and its attorneys for work required to file and support an administrative appeal of the orthophosphate requirement to the Water Quality Control Division of the Colorado Department of Public Health and Environment. Dan DeLaughter and David Robbins will be the primary contacts for communication and involvement with the two cities related to the administrative appeal and its potential impact on the SPWRP. ACTION TAKEN – The Supervisory Committee considered a motion to approve a not- to-exceed amount of $25,000 to support the administrative appeal filed by the Barr Milton Watershed, and for the Barr Milton Watershed’s legal services associated with the filing. The Committee also considered approving the continued support of David Robbins as is required to guide, support and protect the SPWRP, the City of Littleton and the City of Englewood’s interests, in alignment with current contracting and appropriations. Eric Keck moved, Keith Reester seconded, three ayes, no nays. Motion approved. It was also agreed that there would be a prompt phone discussion with David Robbins, Mark Relph and Stephen Kemp, Littleton City Attorney. Phone briefing with Mark Relph was held on Tuesday, April 24, 2018. Emergency Digester Repair Closeout: Blair Corning discussed the recommendation to conclude the Emergency Digester Repair Project and finalize the funding request totaling $74,512.12. This funding request will be paid to Water Technology Group who was the contractor selected to provide the emergency maintenance and repair support related to Anaerobic Digester No. 3, that were identified in February, 2018. The Committee was previously briefed on the Anaerobic Digester No. 3 emergency repair issues, emergency funding appropriation, and subsequent progress at the February and March Supervisory Committee meetings. Blair reviewed SPWRP’s 2018 budget and outlined how the costs for the Emergency Digester Repair would affect the budget for the rest of 2018. ACTION TAKEN – The Supervisory Committee considered a motion to approve the purchase order agreement with Water Technology Group for the emergency repair of Anaerobic Digester No. 3, in February 2018, in the amount of $74,512.12. Eric Keck moved, Keith Reester seconded, three ayes, no nays. Motion approved. The SPWRP staff plans to present this purchase to the Englewood City Council in May 2018. Page 151 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 4 of 5 Mountain States Imaging: Jenifer Doane discussed the recommendation to approve a professional services agreement with Mountain States Imaging for document scanning and imaging, in the amount of 45,000. This will give SPWRP the ability to move from a paper records management system to an electronic data, information, and records management (DRIM) system . This will considerably reduce our litigation risk, increase effectiveness and efficiency, reduce records storage costs, increase fiscal responsibility of public funds and align with the practices of State and Federal regulating agencies. ACTION TAKEN – The Supervisory Committee considered a motion to approve the professional services agreement with Mountain States Imaging, LLC., for document conversion services, in the amount of $45,000. Larry Nimmo moved, Eric Keck seconded, three ayes, no nays. Motion approved. The SPWRP staff plans to present this professional services agreement to the Englewood City Council for consideration in May 2018. IV. Informational Items Staff discussed these informational items with the Supervisory Committee:  Industrial Mechanic Hiring Update  2018 SPWRP Events Calendar o Earth Day River Walk and Clean-up, Sunday, April 22, 2018 o Community Open House, Wednesday, June 6, 2018 o World Water Monitoring Day, Tuesday, September 25, 2018 o Used Oil and Cooking Grease Takeback Event, November 2018 o David Robbins advised that the SPWRP should use the full name of the facility including the words “Owned by Littleton/Englewood” as an integral part of the new name.  Rocky Mountain Section of American Water Works Association / Rocky Mountain Water Environment Association (RMSAWWA/RMWEA) Joint Annual Conference Submissions o This conference will be held in Denver, CO at the Convention Center, Sunday, September 16 – 19, 2018. o SPWRP staff submitted nine (9) abstracts for consideration.  Energy Efficiency Award o On Tuesday April 18, 2018, the South Platte Water Renewal Partners received Xcel Energy’s Process Efficiency Award. This award is for energy saving process improvements implemented by the plant in 2017. Total energy reduction in 2017 as a result of these initiatives was 2,332,242 kwh, this Page 152 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 5 of 5 reduction has saved the facility $163,257. All of these opportunities were achieved with minimal capital investment (<3-month overall payback).  Three (3)-Month Outlook for Supervisory Committee Action Items  WWTP Influent Flow and Load Summary: o The measured flow to the SPWRP averaged 20.1 mgd in March 2018, which is the same from March 2017. The measured flow split was 42.6 / 57.4 percent between the cities of Littleton and Englewood, respectively. V. Adjournment The next Supervisory Committee meeting is scheduled for Thursday, May 17, 2018, from 9:00– 10:30 a.m., at South Platte Water Renewal Partners. Adjourned at 11:14 a.m. Recording Secretary Signature Brenda J. Varner The SPWRP Supervisory Committee approved the April 19, 2018 meeting minutes via email on April 27 and 30, 2018. Eric Keck, Larry Nimmo, and Keith Reester all ayes, no nays. Mark Relph did not vote. Minutes approved. Page 153 of 364 EMERGENCY REPAIRS Anaerobic Digester Complex Page 154 of 364 SPWRP Management was made aware of a potential risk for spill and or permit violation from Anaerobic Digester 3 (AD3) on February 12, 2018. EMERGENCY REPAIRS •Emergency appropriation of funds was executed •Not to exceed $100,000 to repair AD3 Page 155 of 364 EMERGENCY REPAIRS WTG’s work was divided into four categories: 1 $4,625 Installing a CPVC bypass line 2 $5,594.12 Hydro jetting lines for removal of struvite 3 $57,293 Cleaning the inside of AD3 (e.g., removal of sludge and debris) 4 $7,000 Labor to supplement staff resources provided by WTG to assist with mechanical work. $74,512.12 TOTALPage 156 of 364 EMERGENCY REPAIRS TEMPORARY HOSE REBUILT PUMPS VALVE REPLACEMENT Page 157 of 364 BUDGET EMERGENCY REPAIRS Budget: $11,100,000 Repair Total: $74,512.12 Page 158 of 364 2018 CAPITAL BUDGET BREAKDOWN EMERGENCY REPAIRS Budget Balance $1,025,047 Biogas to Renewable NG Project (Design) $368,988 Strategic Operations Plan (SOP) $405,000 Barscreen Replacement Project $465,000 Digester Maintenance Services $74,512 AD-2 Roof Repairs $481,750 Repairs 2018 Project $446,303 Admin Remodel Projects $333,400 Biogas $7,500,000 Current Projects $2,574,953 Potential Project Budget Estimate Architectural Services for Building Envelope Repairs $150,000 SOP Pilot Projects $100,000 Process Instrumentation $400,000 VFD Replacements $200,000 Denite Blower Spare $50,000 Page 159 of 364 Page 160 of 364 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Dan Long DEPARTMENT: Public Works DATE: May 21, 2018 SUBJECT: Carpet Replacement Civic Center 3rd Fl. Finance Area & Malley Center Offices DESCRIPTION: Carpet Replacement Civic Center 3rd Fl. Finance Area & Malley Center Offices RECOMMENDATION: Staff recommends that Council approve, by motion, new carpeting for the Finance Office area on the 3rd floor of the Civic Center and the Malley Center Admin Offices SUMMARY: The carpeting throughout the Civic Center was installed in 2000 when the City moved into the facility, making it 18 years old this year. The carpeting in the offices at the Malley Center was installed in 2004 along with the expansion, making it 14 years old this year. The industry standard is 10 years life expectancy for carpet.Given the age of these carpets, it is no longer responding to cleaning and is presenting safety concerns as nearly all of the seams are coming apart and causing tripping hazards. ANALYSIS: We are proposing to use Milliken carpet through the National Joint Purchasing Association (NJPA) program. Milliken carpet has proven to provide the City with the expected durability and excellent warranty coverage. Colorado Carpet Centers Inc. is the installing vendor working with Milliken and providing NJPA installation pricing. New carpet tile will be installed in the Finance Office area at the Civic Center, the product to be used will be Milliken - Skattergraph. This matches the previously approved and installed carpet tiles on the 3rd floor. The Admin Offices at the Malley Center will have Milliken - Shadows installed. Also to be installed will be Johnsonite 4" resilient base and transitions as required to finish the updated aesthetics. FINANCIAL IMPLICATIONS: This work will be funded from the Capital Projects Fund and the Public Improvement Fund. The Civic Center Finance Area will be from the Public Improvement Fund; Project 30 1005, Task 001, G/L Division 1005, Civic Center Facility Rehab/Repairs. Page 161 of 364 It has approved funding for 2018 of $205,602.24. As of March 31, 2018, $741.18 has been spent, leaving a balance of $185,777.97. The Malley Center Admin Offices will be from the Capital Projects Fund; Project 31 1005, G/L Division 1005, Task 001, Facilities & Operations. It has approved funding for 2018 of $719,884.12. Task As of March 31, 2018, $8,980.64 has been spent, leaving a balance of $712,659.34. ALTERNATIVES: Continue to duct tape seams to reduce risk of tripping and further deterioration of the carpet. ATTACHMENTS: Contract Approval Summary Carpet Replacement Contract & Schedule A Finance Department - Carpet Replacement Malley Center - Carpet Replacement Page 162 of 364 Contract Approval Summary V10/25/2017 Page | 1 Contact Identification Information (to be completed by the City Clerk) ID number:Authorizing Resolution/Ordinance: Recording Information: City Contact Information Staff Contact Person: Dan Long Phone: 303-762-2532 Title: Facilities & Operations Manager Email: dlong@englewoodco.gov Vendor Contact Information Vendor Name: Colorado Carpet Center Inc.Vendor Contact: Noelle Staab Vendor Address: 7081 E. 56th Ave, Unit B Vendor Phone: 720-322-0200 City: Commerce City Vendor Email: coloradocarpetcenter@msn.com State: CO.Zip Code: 80022 Contract Type Contract Type:Contractural Services Description of ‘Other’ Contract Type: Description of Contract Work/Services: Attachments: ☒Quote -- ☐Original ☐Copy ☐Addendum(s) ☐Exhibit(s) ☐Certificate of Insurance Summary of Terms: Start Date: June 1, 2018 End Date: June 8, 2018 Total Years of Term: Total Amount of Contract for term (or estimated amount if based on item pricing):$ 27,049.05 If Amended: Original Amount $ Amendment Amount $ Total as Amended: $ Renewal options available: Civic Center, Finance area; Demo the existing flooring. Prep the floors as required. Supply and install Milliken style: Scattergraph carpet tiles. Supply and install Johnsonite 4” resilient base and transitions as required. Move furniture as required for new carpet. Price includes 10% overage on carpet tiles for owner’s future use. Malley Center Admin Offices; Demo the existing flooring. Prep the floors as required. Supply and install Milliken style: Out of the Shadows carpet tiles. Supply and install Johnsonite 4” resilient base and transitions as required. Move furniture as required for new carpet. Price includes 10% overage on carpet tiles for owner’s future use. Page 163 of 364 Contract Approval Summary V10/25/2017 Page | 2 Payment terms (please describe terms or attach schedule if based on deliverables): Payment in full upon project completion and acceptance Attachments: ☐Copy of original Contract if this is an amendment ☐Copies of related Contracts/Conveyances/Documents Source of funds: Budgeted Funds: $ 20,000 Line Item Description: Civic Center Facility Rehab/Repair Line Item Total Funding: $ 205,602.24 Portion of Line Item spent to date: $741.18 Funding Source: Public Improvement Fund Fund: 30 Division Code: 1005 Note (if needed): Budgeted Funds: $ 10,000 Line Item Description: Facilities & Operations Line Item Total Funding: $ 719,884.12 Portion of Line Item spent to date: $8,980.64 Funding Source: Capital Projects Fund Fund: 31 Division Code: 1005 Note (if needed): Attachments: Page 164 of 364 Contract Approval Summary V10/25/2017 Page | 3 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 Colorado Carpet Center Inc. was chosen as our carpet vendor in 2015 based on their NJPA (National Joint Powers Alliance Purchasing Cooperative) Contract #2210 on Milliken Carpet. 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Is pleased to submit The Following Quotation To City of Englewood Englewood Civic Center 3"‘Floor-Finance Demo the existing ?ooring.Prep ?oors as required.Supply and install Milliken Style: Scattergraph carpet tiles.Supply and install J ohnsonite 4"resilient base and transitions as required.Move furniture as required for new carpet.Price includes 10%overage on carpet tiles for owner’s future use.$19,824.27 Notes: Pricing per NJPA Contract #2210 on Milliken carpet 7081 E.56th Ave.,Unit B -Commerce City,CO 80022 Phone 720.322.0200 -Fax 720.322.0300 Email:co1oradocarpetcenter@msn.c0m Page 174 of 364 olorado en}ter,Inc. Commercial Flooring'2018April20’Sales &InstallationCOLORADOCARPETCENTER,INC. Is pleased to submit The Following Quotation To City of Englewood Malley Senior Center 6 Offices: Demo the existing ?ooring.Supply and install Milliken Style:Out of the Shadows carpet tiles.Supply and install J ohnsonite 4”resilient base and transitions as required.Move furniture out and back as required for new carpet.Price includes 10%overage on carpet tiles for owner’s future use. $7,224.78 Notes: Pricing per NIPA Contract #2210 on Milliken carpet 7081 E.56th Ave.,Unit B -Commerce City,CO 80022 Phone 720.322.0200 0 Fax 720.322.0300 Email:coloradocarpetcenter@msn.com Page 175 of 364 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Karen Montanez DEPARTMENT: Building Division DATE: May 21, 2018 SUBJECT: Professional Services Agreement AEC-West DESCRIPTION: Professional Services Agreement AEC-West RECOMMENDATION: The City of Englewood Building Division recommends that Council approve, by motion, a Professional Services Agreement with AEC-West (formerly C-West) Code Consultants for plan review and inspection services, PREVIOUS COUNCIL ACTION: City Council approved a Professional Services Agreement with C-West Code Consultants in June 2016. SUMMARY: The Building Division utilizes the services of AEC-West to review large projects such as Swedish Medical Center additions, Craig Hospital parking garage and Englewood Senior Living. Inspection services are utilized when inspectors are on leave. ANALYSIS: AEC-West Code Consultants is uniquely qualified to provide professional services for detailed plan reviews and on-call inspections. They are available for consultation, without charge, and are familiar with the City, its processes and expectations to provide quality work and services. FINANCIAL IMPLICATIONS: The Agreement, not to exceed $130,0000, is for one year, and includes a one-year renewal option. The $130,000 is included in the Community Development 2018 budget. The Building Division anticipates an expenditure of approximately $100,000, with a $30,000 contingency for unexpected projects and emergency leave requests. ALTERNATIVES: The Building Division could perform all plan review and inspections; however, with our current staffing levels, this would create a backlog in services to the community. Additional staffing of one combination inspector, one plan reviewer and one structural engineer would be required to maintain current service levels. The estimated costs of the three additional positions would be $168,287.00 for the 2018 budget year. Page 176 of 364 CONCLUSION: The Building Division has found the utilization of AEC-West Code Consultants to be the most practical avenue in which to continue to provide timely services to the community. ATTACHMENTS: Contract Approval Summary 2018 Community Development Budget AEC-West Contract Schedule A Statement of Work Page 177 of 364 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: Karen Montanez Phone: 303.762.2355 Title: Chief Building Official Email: kmontanez@englewoodco.gov Vendor Contact Information Vendor Name: AEC-West Code Consultants Vendor Contact: Gary Nickerson Vendor Address: 4605 Quebec St., Unit B8 Vendor Phone: 303.205.7860 City: Denver Vendor Email: gary@aec-west.com State: CO Zip Code: 80216 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: May 22, 2018 End Date: May 21, 2020 Total Years of Term: 2 Total Amount of Contract for term (or estimated amount if based on item pricing): $260,000 If Amended: Original Amount $ N/A Amendment Amount $ N/A Total as Amended: $ N/A Renewal options available: One-year renewal option. Payment terms (please describe terms or attach schedule if based on deliverables): 30 days Attachments: ☐Copy of original Contract if this is an amendment ☐Copies of related Contracts/Conveyances/Documents Consultant will provide plan review and inspection services on an as requested basis using qualified professionals. Page 178 of 364 Contract Approval Summary V10/25/2017 Page | 2 Source of funds: Budgeted Funds: $130,000 for 2018 budget Line Item Description: Contractual Services Line Item Total Funding: $ 923,668 Portion of Line Item spent to date: $42,172 Funding Source: Fund:02 Division Code:0801 Note (if needed): Program: 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 In 2016, the City asked for quotes on plan review and inspection services.  C‐West (now known as  AEC‐West) provided the most comprehensive review and inspections.  They are a local vendor  that provides reviews by certified architects and engineers.  There is no additional charge for  multidiscipline reviews.  They are able to provide on‐call inspection services on short notice and  for extended periods of time. ☐Other: Please describe Page 179 of 364 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 180 of 364 CITY OFEng lewood PROCUREMENT DIVISION PROFESSIONAL SERVICES AGREEMENT Contract Number PSA/I 8-2| Code Compliant Plan Review and Inspection Services $130,000 (not to exceed) This Professional Services Agreement (the “Agreement")is made as of this day of ,20_,(the “Effective Date")by and between AEC—West Consultants,Inc.a Colorado corporation (“Consultant”),and The City of Englewood,Colorado,a municipal corporation organized under the laws of the State of Colorado (“City”). City desires that Consultant,from time to time,provide certain consulting services,systems integration services,data conversion services,training services,and/or related services as described herein,and Consultant desires to perform such services on behalf of City on the terms and conditions set forth herein. In consideration of the foregoing and the terms hereinafter set forth and other good and valuable consideration,the receipt and suf?ciency of which are hereby acknowledged,the parties hereto, intending to be legally bound,agree as follows: 1.De?nitions.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 speci?cations and all other intellectual Property Rights created, developed or prepared,documented andlor 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 1000 Erlglewood Parkway,Englewood,Colorado 80110-2373 (303)762-2300 www.englewoodgov.org Page 181 of 364 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,speci?cations,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 abilityto 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 noti?cation by City and subsequent veri?cation 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. 1000 Englewood Parkway,Englewood,Colorado 80110-2373 (303)762-2300 wwvv.eng|ewoodgov.org Page 182 of 364 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,as first above written,and shall continue for one year,unless this Agreement is terminated as provided in this Section 8.At the end of the initial one year period,the parties may extend this Agreement by the execution of a renewal amendment extending the Agreement for an additional one year period. Such renewal shall be accompanied by a new Statement of Work and an acknowledgement by the parties the renewal willincorporate all of the original terms and conditions of this Agreement. (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 speci?c 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 bene?t 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)?les, 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-?scal 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 ?scal period ending upon the next succeeding December 31.Financial obligations of City payable after the current ?scal year are contingent upon funds for that 1000 Englewood Parkway,Englewood,Colorado 80110~2373 (303)762-2300 wvvw.englewoodgov.org Page 183 of 364 purpose being appropriated,budgeted,and otherwise made available in accordance with the rules,regulations,and resolutions of City and applicable law.Upon the failure to appropriate such funds,this Agreement shall be deemed terminated. (f)Return of Property.Upon termination of this Agreement,both parties agree to return to the other all property (including any Confidential Information,as defined in Section 11)of the other party that it may have in its possession or control. 9.City Obligations.City will provide timely access to City personnel,systems and information required for Consultant to perform its obligations hereunder.City shall provide to Consultant’s employees performing its obligations hereunder at City's premises, without charge,a reasonable work environment in compliance with all applicable laws and regulations,including office space, furniture,telephone service,and reproduction, computer,facsimile,secretarial and other necessary equipment,supplies,and services. With respect to all third party hardware or software operated by or on behalf of City,City shall,at no expense to Consultant,obtain all consents,licenses and sublicenses necessary for Consultant to perform underthe 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 Consultants 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 24-72-201 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 1000 Englewood Parkway,Englewood,Colorado 80110-2373 (303)762-2300 wvwv.englewoodgov.org Page 184 of 364 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—confidentia|nature. (c)Remedies.Each of the parties hereto agree that if,their of?cers,employees or anyone obtaining access to the Con?dential 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 pro?ts,compensation,commissions, remunerations and benefits which the breaching party,its of?cers 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 speci?c number of employees is set forth in the Statement of Work,Consultant warrants it will 1000 Englewood Parkway,Englewood,Colorado 80110-2373 (303)762-2300 www.eng|ewoodgov.org Page 185 of 364 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. (cl)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 ?ling of all necessary reports and returns. 14.Indemnification. (a)Consultant Indemni?cation. Consultant shall indemnify,defend and hold harmless City,its directors,of?cers, employees,and agents and the heirs, executors,successors,and permitted assigns of any of the foregoing (the “City lndemnitees”) 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 lndemnitee 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 lndemni?able 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 participate in any legal proceedings to contest and defend a claim for indemnification involving a third party and to be represented by 1000 Englewood Parkway,Englewood,Colorado 80110-2373 (303)762-2300 www.englewoodgov.org Page 186 of 364 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 of?cers,or its employees. 15.Insurance. (a)Requirements.Consultant agrees to keep in full force and effect and maintain at its sole cost and expense the following policies of insurance during the term of this Agreement: (1)The Consultant shall comply with the Workers’Compensation Act of Colorado and shall provide compensation insurance to protect the City from and against any and all Workers’Compensation claims arising from performance of the work under this contract.Workers’Compensation insurance must cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract,as well as the Employers’Liability within the minimum statutory limits. (2)Commercial General Liability insurance and auto liability insurance (including contractual liability insurance) providing coverage for bodily injury and property damage with a combined single limit of not less than three million dollars ($3,000,000)per occurrence. (3)Professional Liability/Errors and Omissions insurance covering acts,errors and omissions arising out of Consultants operations or Services in an amount not less than one million dollars ($1,000,000)per occurrence. I I I I I.I I .I I I .I I I II .II. qN (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 othenivise materially change the insurance afforded under the above policies unless thirty (30)days’ notice of such cancellation,reduction or material change has been provided to City. 16.Rights in Work Product. (a)Generally.Except as specifically agreed to the contrary in any Statement of Work,all Intellectual Property Rights in and to the Work Product produced or provided by Consultant under any Statement of Work shall remain the property of Consultant.With respect to the Work Product,Consultant unconditionally and irrevocably grants to City during the term of such Intellectual Property Rights,a non-exclusive,irrevocable,perpetual, worldwide,fully paid and royalty-free license, to reproduce,create derivative works of, distribute,publicly perform and publicly display 1000 Englewood Parkway,Englewood,Colorado 80110-2373 (303)762-2300 www.englewoodgov.org Page 187 of 364 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 othenrvise,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 all Exhibits,Statements of Work and other Attachments that have been executed by the parties,and are attached hereto and made a part of this Agreement. 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. (a)Attorney Fees.In the event that either party to this Agreement shall commence any action against the other party arising out of or in connection with this Agreement,or contesting the validity of the Agreement or any provision of this Agreement, the prevailing party shall be entitled to recover from the other party reasonable attorney’s fees and related costs,fees and expenses incurred by the prevailing party in connection with such action or proceeding. 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, 1000 Englewood Parkway,Englewood,Colorado 80110-2373 (303)762-2300 www.englewoodgov.org Page 188 of 364 upon receipt thereof,(2)three (3)days after deposit in the United States mails,postage prepaid,certified mail,return receipt requested or (3)one (1)day after deposit with a nationally-recognized overnight courier, specifying overnight priority delivery.Either party may change its address for purposes of this Agreement at any time by giving written notice of such change to the other party hereto. 24.Assignment.This Agreement may not be assigned by Consultant without the prior written consent of City.Except for the prohibition of an assignment contained in the preceding sentence,this Agreement shall be binding upon and inure to the bene?t of the heirs,successors and assigns of the parties hereto. 25.Third Party Beneficiaries.This Agreement is entered into solely for the bene?t 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.lf 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,?oods,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 certi?cates 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 1000 Englewood Parkway,Englewood,Colorado 80110-2373 (303)762-2300 wvvw.englewoodgov.org Page 189 of 364 marketing material)by Consultant or its employees or agents relating to this Agreement or its subject matter,or including the name,trade mark,or symbol of City,shall be coordinated with and approved in writing by City prior to the release thereof.Consultant shall not represent directly or indirectly that any Services provided by Consultant to City has been approved or endorsed by City or include the name,trade mark,or symbol of City on a list of Consultant's customers without City’s express written consent. 32.Nonexclusive Market and Purchase Rights.It is expressly understood and agreed that this Agreement does not grant to Consultant an exclusive right to provide to City any or all of the Services and shall not prevent City from acquiring from other suppliers services similar to the Services.Consultant agrees that acquisitions by City pursuant to this Agreement shall neither restrict the right of City to cease acquiring nor require City to continue any level of such acquisitions. Estimates or forecasts furnished by City to Consultant prior to or during the term of this Agreement shall not constitute commitments. 33.Survival.The provisions of Sections 5, 8(g),10,11,13,14,16,17,19,23,25 and 31 shall survive any expiration or termination for any reason of this Agreement. 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.[CR8 8- 17.5-102(2)(a)(l)&(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. 8-1 7.5-102 (5) 1000 Englewood Parkway,Englewood,Colorado 801102373 (303)762-2300 www.englewoodgov.org l0 Page 190 of 364 (e)Damages for Breach of Contract: The City may terminate this contract for a breach of contract,in whole or in part,due to Consultant’s breach of any section of this paragraph or provisions required pursuant to CRS 8-17.5-102.Consultant shall be liable for actual and consequential damages to the City in addition to any other legal or equitable remedy the City may be entitled to for a breach of this Contract under this Paragraph 34. 1000 Englewood Parkway,Englewood,Colorado 80110-2373 (303)762-2300 www.englewoodgov.org Page 191 of 364 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 AEC-West Consultants,lnc. (Consultant Name) 4605 Quebec Street,Unit B8 Address Denver,CO 80216 City,State,Zip Code _I - By: (Signature) Gag J Nickerson (Print Name) Ti?e;Principal Date:Agril25,2018 1000 Englewood Parkway,Englewood,Colorado 80110-2373 (303)762-2300 www.englewoodgov.org Page 192 of 364 SCHEDULE A OUTLINE OF STATEMENT OF WORK GENERAL Professional Services Agreement (the “Agreement”)is made as of this 1st day of March .201_B,(the “Effective Date”)by and between AEC—West Consultants.Inc.,a Colorado corporation (“Consultant"),and The City of Englewood,Colorado,a municipal corporation organized under the laws of the State of Colorado (“City"). PSA/16-28 dated June 21,2016 NAMES OF PROJECT COORDINATORS -James Home,President,PE,SE,ICC Special Inspector 'ames@A§C-West.com 303—377-6983 X106 -Gary Nickerson,Principal,ICC/RA,ICC Inspector gagr_@AEC-West.com,303-377-6963 X103 -Sherryn Hensley.Sr.Plans Examiner,ICC Plans Examiner and Inspector sherm;l@AEC-West.oom,303-377-6963 X100 SUMMARY OF PURPOSE FOR STATEMENT OF WORK Consultant willprovide code compliant plan review and inspection services on an as requested basis using qualified professionals.Services will be provided per the City’s adopted codes, amendment and ordinances.Consultant is not obligated to perform services beyond what is contemplated by the Agreement.Any changes or additions to the scope of work shall be done only in writing and shall speci?cally state the additional fees,if any,for such changes. Consultant is under no obligation to perform and will not perform any inspection services relating to site infrastructure including roads,parking lots,landscaping,drainage or other matters not included as building code issues. EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY CITY (IF ANY) /All fees will be collected by the City /City shall provide Consultant a list of requested inspections and supporting documents OTHER CONSULTANT RESOURCES As needed per project requirements. DESCRIPTION OF WORK PRODUCT AND DELIVERABLES Written reports of code de?ciencies. Includes Architectural/Accessibility,Mechanical,Plumbing,Electrical,and Structural. Reviews at schematic.design development,and permit as requested. mooEnglewood Parkway,Englewood,Colorado 80110-2373 (303)752-2300 www.englewoodgov.org Page 193 of 364 Building Department and design team meetings as needed. Resolution of deficiencies and veri?cation of permit documents. Two to three week turn around on most projects. SPECIAL TERMS.IF ANY ‘The total costs shall not exceed $130,000. MODE OF PAYMENT Check within 30 days. PAYMENTSCHEDULE City will pay Consultant for the work in accordance with the following payment schedule.All payments to Consultant are contingent on Consu|tant’s satisfying the Deliverables/Milestones set forth in the Payment Schedule.Payments shall be made upon City's written confirmation to Consultant that the De|iverables—Mi|estones have been satis?ed. Service or Fee Type Commercial Plan Review 65-75%of City Plan Review Fee Minimum Charge $350 75%up to $10 million 70%for$10.1 million up to $15 million 65%for $15.1 millionup to $30 million Negotiated above $30 million Residential Plan Review 75%of City Plan Review Fee Inspections —On Call/As Needed $115.00 an hour for Building Inspector $115.00 an hour for Combo Inspector $115.00 an hour for Roofing Inspector (billed in ‘/2hour increments) Commercial Project Support (Plan Review and Inspections) NA %of Plan Review Fee (Included in Fee) NA %of Building/Trade Permit Fees (hourly as needed) Structural Engineering Plan Review (Structural reviews are included in plan review fees.) $120.00 an hour —prior approval from both Parties after a not to exceed estimate is given to Englewood Building Official Review of Changes to Approved Plans $120.00 an hour—billed in 1/2 hour increments After HourslEmergency Inspections $115.00 an hour—billed in 1/2 hour increments Re-Inspection Services $115.00 an hour—billed in 1/2 hour increments Time tracked will not include travel time.Consultant time starts when we arrive on-site. SCHEDULE AND PERFORMANCE MILESTONES This schedule sets for the target dates and performance milestones for the preparation and delivery of the Deliverables by Consultant. 1000 Englewocd Parkway,Englevlmod,Colorado 80110-2373 (303)7624300 www.engIewooogov.org Page 194 of 364 Consultant will provide services as requested by the City in accordance with the time frames and deliverables listed below: Deliverables gqES|:\?g;[SONPerforminspections called in by 4:00 pm the next business day PLAN REVIEW Provide comments within the following timeframes: TURNAROUND Pro'ect Type:First Comments Second Comments TIMES Single-family within 7 business days 5 business days or less MuIti—familywithin 10 business days 10 business days or less Small commercial within 10 business days 10 business days or less .Large commercial within 15 business days 10 business days or less REPORTING SERVICES 11.ACCEPTANCE AND TESTING PROCEDURES Not applicable 12.LOCATION OF WORK FACILITIES Substantially all of the work will be conducted by Consultant at its regular office located at 4605 Quebec Street,Unit 88,Denver,CO 80216 IN WITNESS WHEREOF,pursuant and in accordance with the Professional Services Agreement between the parties hereto dated ,20_,the parties have executed this Statement of Work as of this day of ,20 CITY OF ENGLEWOOD,COLORADO By: (Signature) (Print Name) Title: Date: 1000 Englewood Parkway,Englewood,Colorado 80110-2373 (303)762-2300 www.englewoodgov.org Page 195 of 364 AEC-West Consultants,Inc By: (Signature) Gary J Nickerson (Print Name) Title:Principal Dam;April 24,2018 1000 Englewood Parkway,Englewood,Colorado 80110-2373 (303)762-2300 www.engiewoodgov.org Page 196 of 364 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Jenifer Doane DEPARTMENT: SPWRP DATE: May 21, 2018 SUBJECT: SPWRP Stratum Consulting Partners for EAM DESCRIPTION: SPWRP Stratum Consulting Partners for EAM RECOMMENDATION: The South Platte Water Renewal Partners (SPWRP), owned by Littleton/Englewood, recommends Council approve, by Motion, a professional services contract with Stratum Consulting Partners for $30,000 for specialized coding and development, consulting, and training in support of the City’s Infor EAM (Enterprise Asset Management software) implementation. This recommendation was approved by the Supervisory Committee on April 19, 2018. PREVIOUS COUNCIL ACTION: The Council approved the 2018 Littleton/Englewood W astewater Treatment Plant Budget on October 16, 2017. SUMMARY: Stratum Consulting Partners provides professional coding and development services for the Infor EAM system shared by the South Platte Water Renewal Partners, Allen Water Plant and various other City of Englewood departments. The Infor EAM system is asset management software that provides insight, uncovers trends, and helps drive better decision making related to equipment replace or repair options. It allows us to manage our infrastructure and community assets in a very strategic and intentional manner that provides costs savings and maintains public health and safety. Stratum, a local certified Infor Alliance Partner, specializing in both Infor EAM and the wastewater treatment market, provides Oracle code writing and configuration assistance needed for new reporting and operational functionality, including the development of interfaces for SCADA, HIM, Pi, WIMS and other systems. Stratum augments staff skill sets with specialized coding experience that the staff does not have. The contract also includes troubleshooting, maintenance, modification and upgrades of the asset system on an as needed and as-requested basis. Page 197 of 364 Planned projects for this year include coding for capital planning reporting, asset scores development, additional upgrades to the PM notifications, integration of GIS, utilizing the mobile app, interfacing with Tyler New World, implementation of the reliability module, and capturing /reporting nonconformities. We have been working with Stratum since 2008, when they were contracted to support staff with the implementation of the EAM system. They helped to address coding issues, and helped to design much of the functionality used today. Recently, Stratum has provided critical coding needed for performance based reporting, facility condition assessment functionality, and setting up PMs based on areas of the plant verses individuals. Their coding expertise far exceeds staff abilities both in skill and time of execution. An equivalent FTE would cost the organization for more than the $30,000 contracted. Stratum also provides consulting services and advises the organization on best practices for the EAM system. They use their knowledge and experience from other clients to improve our use of the system. The Infor EAM support contract does not include coding or development services for new reporting or functionality, thus the need for Stratum Consulting Partners. ANALYSIS: n/a 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. ALTERNATIVES: EAM is the cornerstone of our asset management and capital projects programs and must be kept current to ensure we remain fiscal stewards of the public's resources and maintain an efficient water renewal system. Stratum Consulting Partners assisted with the initial design and programming of our EAM system and can provide the most responsive service due to their knowledge of our organization and understanding of our Asset Reliability Model (ARM) – the foundational structure of our system. Other alternatives are not recommended because of timeliness of response and cost to learn our system intricacies. CONCLUSION: Stratum Consulting Partners supports organizational strategic and tactical objectives by providing information on improvements or advancements in asset management practices, while also providing advice on EAM features and capabilities. They assist us in configuration of new Infor EAM elements and provide hands-on training for staff. ATTACHMENTS: Contract Approval Summary Form – SPWRP Stratum Consulting Partners Contract – SPWRP Stratum Consulting Partners Sole Source Memo – SPWRP Stratum Consulting Partners SPWRP Budget Page for 2018 – Stratum Consulting Partners Approved Supervisory Committee meeting minutes – SPWRP Stratum Consulting Partners Page 198 of 364 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: x2642 Title: Deputy Director of BAC Email: jdoane@englewoodco.gov Vendor Contact Information Vendor Name: Stratum Consulting Partners Vendor Contact: Clay Bush Vendor Address: PO Box 100 Vendor Phone: (720) 221-3559 City: Broomfield Vendor Email: Clay@stratumconsultingpartners.com State: CO Zip Code: 80038 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: May 2018 End Date: May 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: $ Stratum Consulting Partners, Inc. will provide consulting, training and development resources to LEWWTP in support of their Infor EAM implementation. Stratum is a certified Infor Alliance Partner, specializing in both Infor EAM and the Wastewater Treatment market. Stratum will provide EAM assistance to the LEWWTP EAM Team which may include any of the following tasks, as identified and prioritized by the LEWWTP EAM Team:  Training on new EAM functionality  Infor EAM configuration and testing assistance  Development of Infor EAM Advanced Reports  Development of system interfaces such as SCADA, HMI, Pi, WIMS, etc.  Maintenance and troubleshooting of Infor EAM features  Infor EAM Mobile Page 199 of 364 Contract Approval Summary V10/25/2017 Page | 2 Renewal options available: yes Payment terms (please describe terms or attach schedule if based on deliverables): Stratum will submit monthly invoices for all services rendered during the period. Stratum payment terms are Net 30. Attachments: ☐Copy of original Contract if this is an amendment ☐Copies of related Contracts/Conveyances/Documents 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: $75,649 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 Need below ☒Other: Please describe Please see attached memo This contract is in addition to work contracted with Stratum on a different project related to inventory system management which was quoted at $9,500. Work is ongoing with that project. 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CITYOFEngPROFESSIONALSERVICESAGREEMENTContractNumberPSAIIH-18ConsultingandTrainingService:$30,000lewoodPROCUREMENTDIVISIONThisProfessionalServicesAgreement(the“Agreement")ismadeasofthisdayof,20_,(the“EffectiveDate‘)byandbetweenStratumConsultingPartners.aColoradocorporation(“Consultant”),andTheCityofEnglewood,Colorado,amunicipalcorporationorganizedunderthelawsoftheStateofColorado("City").CitydesiresmatConsultant,fromtimetotime.providecertainconsultingservices,systemsintegrationservices,dataconversionservices.trainingservices,and/orrelatedservicesasdescribedherein,andConsultantdesirestoperformsuchservicesonbehalfofCityonthetermsandconditionssetforthherein.Inconsiderationoftheforegoingandthetermshereinaftersetforthandothergoodandvaluableconsideration,thereceiptandsuf?ciencyofwhichareherebyacknowledged,thepartieshereto,intendingtobelegallybound,agreeasfollows:1.De?nitions.Thetermssetforthbelowshallbede?nedasfollows:(a)‘IntellectualPropertyRights‘shallmeananyandall(bywhatevernameortemiknownordesignated)tangibleandintangibleandnowknownorhereafterexisting(1)rightsassociatewithworksofauthorshipthroughouttheuniverse.includingbutnotlimitedtocopyrights.moralrights.andmask-works,(2)trademarkandtradenamerightsandsimilarrights.(3)tradesecretrights,(4)patents,designs,algorithmsandotherindustrialpropertyrights,(5)allotherintellectualandindustrialpropertyrights(ofeverykindandnaturethroughouttheuniverseandhoweverdesignated)(includinglogos."rental"rightsandrightstoremuneration),whetherarisingbyoperationoflaw,contract.license,orotherwise,and(6)allregistrations.initialapplications.renewals,extensions,continuations.divisionsorreissueshereofnoworhereafterinforce(includinganyrightsinanyoftheforegoing).‘WorkProduct"shallmeanallpatents,patentapplications,inventions.designs,maskworks,processes.methodologies,copyrightsandcopyrightabieworks,tradesecretsincludingcon?dentialinformation,data,designs,manuals,trainingmaterialsanddocumentation.fom1ulas,knowledgeofmanufacturingprocesses,methods,prices,?nancialandaccountingdata.productsandproductspeci?cationsandallotherIntellectualPropertyRightscreated,developedorprepared.documentedandlordeliveredbyConsultant,pursuanttotheprovisionoftheServices.lb)2.StatementsofWork.Duringthetemhereofandsubjecttothetemsandconditionscontainedherein,Consultantagreestoprovide,onanasrequestedbasis,theconsultingservices.systemsintegrationservices,dataconversionservices,trainingservices,andrelatedservices(the"Services')asfurtherdescribedinScheduleA(the"StatementofWork")forCity.andinsuchadditionalStatementsofWorkasmaybe1000EnglewoodParkway.Englewood,Colorado80110-2373(303)762-2300www.engIerwoodgov.orgvsi~mrur.i..s.mn..rt'rum.msm.wwull‘Page 201 of 364 executedbyeachofthepartiesheretofromtimetotimepursuanttothisAgreement.EachStatementofWorkshallspecifythescopeofwork.speci?cations.basisofcompensationandpaymentschedule,estimatedlengthoftimerequiredtocompleteeachStatementofWork.includingtheestimatedetartlfinishdates.andotherrelevantinformationandshallIncorporatealltermsandconditionscontainedinthisAgreement3.PEI'f0flI\?l'|l:BDf53|'VI%§.(a)Perfonnanco.ConsultantshallperfonntheServicesnecessarytocompleteallprojectsoutlinedinaStatementofWorkinatimelyandprofessionalmannerconsistentwiththespeci?cations,ifany,setforthintheStatementofWork,andinaccordancewithindustrystandards.Consultantagreestoexercisethehighestdegreeofprolesslonallsm.andtoutilizeitsexpertiseandcreativetalentsincompletingtheprojectsoutlinedinaStatementofWork.(b)Delays.ConsultantagreestonotifyCitypromptlyofanyfactor,occunence,oreventcomingtoitsattentionthatmayaffectConsultant'sabilitytomettherequirementsoftheAgreement,orthatIslikelytoosionanymaterialdelayincompletionoftheprojectscontemplatedbythisAgreementoranyStatementofWork.Suchnoticeshallbegivenintheeventofanylossorreassignmentofkeyemployees.threatofstrike,ormajorequipmentfailure.TimeIsexpresslymadeoftheessencewithrespecttoeachandeverytermandprovisionofthisAgreement.(c)Discrepancies.IfanythingnecessaryfortheclearunderstandingoftheserviceshasbeenomittedfromtheAgreementspeci?cationsorItappearsthatvenousinstructionsareinconflict.ConsultantshallsecurewritteninstnictionsfromCity'sprojectdirectorbeforeproceedingwiththeperformanceoftheServicesaffectedbysuchomissionsordiscrepancies.4.InvoicesandPayment.UnlessothamrlseprovidedinaStatementofWork.CityshallpaytheamountsagreedtoinaStatementofWorkwithinthirty(30)daysfollowingtheacceptancebyCityoftheworkcalledforinaStatementofWorkbyCity.AcceptanceproceduresshallbeoutlinedintheStatementofWork.itCitydisputesalloranyportionofaninvoiceforcharges.thanCityshallpaytheundisputedportionoftheinvoicebytheduedateandshallprovidethefollowingnoti?cationwithrespecttothedisputedportionoftheinvoice.CityshallnotifyConsultantassoonaspossibleofthespeci?camountdisputedandshallprovidereasonabledetailastothebisforthedispute.Thepartiesshallthenanempttoresolvethedisputedportionofsuchinvoiceassoonaspossible.Uponresolutionofthedisputedportion,CityshallpaytoConsultanttheresolvedamount.5.Taxes.Cityisnotsubjecttotaxation.Nofederaloroutertaxes(excise.luxury.transportation.sales,etc.)shallbeincludedinquotedprices.CityshallnotbeobligatedtopayorreimburseConsultantforanytaxesattributabletothesaleofanyServiceswhichareimposedonormeasuredbynotorgrossincome,pital.networth.iranchise,privilege,anyothertaxes,orassessments.noranyoftheloregoingimposedonorpayablebyConsultant.Uponwrittennoti?cationbyCityandsubsequentveri?cationbyConsultant,Consultantshallreimburseorcredit,asapplicable.CityInatimelymanner,foranyandalltaxeserroneouslypaidbyCity.CityshallprovideConsultantwith.andConsultantshallacceptIngoodfaith.resale.directpay.orotherexemptioncerti?cates,asapplicable.6.OutofPocketExpenses.ConsultantshallbereimbursedonlyforexpenseswhichareexpresslyprovidedforinaStatementofWorkorwhichhavebeenapprovedinadvanceinwritingbyCity,providedConsultanthafurnishedsuchdocumentationtorauthorizedexpensesasCitymayreasonablyrequest1000EngiuwnodParkway,Engterwood.Colorado50110-2373(303)762-2300www.englewoodgov.oigI3Page 202 of 364 T.Audits.ConsultantshallprovidesuchemployeesandindependentauditorsandinspectorsasCitymaydesignatewithreasonableaccesstoallsitesfromwhichServicesareperionnedforthepurposesofperformingauditsorinspectionsofConsullant‘soperationsandcompliancewiththisAgreement.Consultantshallprovidesuchauditorsandinspectorsanyreasonableassistancethattheymayrequire.SuchauditsshallbeconductedInsuchawaysothattheServicesorservicestoanyothercustomeroiConsultantarenotimpactedadversely.B.TermandTermination.ThetermofthisAgreementshallcommenceontheEffectiveDate.as?rstabovewritten,andshallcontinueforoneyear.unlessthisAgreementisterminatedasprovidedinthisSection8.Attheendoftheinitialoneyearperiod.thepartiesmayextendthisAgreementbytheexecutionofanamendmentrenewingItforanadditionaloneyearperiod.ThepartiesagreeandunderstandmatanyrenewalwillincorporatealloftheoriginaltermsandconditionsofthisAgreement.(a)Convenience.Citymay,withoutcauseandwithoutpenalty.terminatetheprovisionofServicesunderanyorallStatementsofWorkuponthirty(30)dayspriorwrittennotice.Uponsuchtermination.Cityshall,uponreceiptofanInvoicefromConsultant,payConsultantforServicesactuallyrenderedpriortotheeffectivedateofsuchienninetion.ChargeswillbebasedontimeexpendedforallincompletetasksaslistedIntheapplicableStatementofWork,andallcompletedtaskswillbechargedasindicatedintheapplicableStatementofWork.0))NoOutstandingStatementsofWork.EitherpartymayterminatethisAgreementbyprovidingtheotherpartywithatleastthirty(30)dayspriorwrittennoticeofterminationiftherearenooutstandingStatementsofWork.(c)MaterialBreach.IfeitherpartymateriallydefaultsintheperformanceofanytomofaStatementofWorkorthisAgreementwithrespecttoaspeci?cStatementofWork(otherthanbynonpayment)anddoesnotsubstantiallycuresuchdefaultwithinthirty(30)daysafterreceivingwrittennoticeofsuchdefault,thanthenon-defaultingpartymayterminatethisAgreementoranyoralloutstandingStatementsofWorkbyprovidinglen(10)dayspriorwrittennoticeofienninationtothedefaultingparty.(:1)Bankruptcyorinsolvency.EitherpartymayterminatethisAgreementeffectiveuponwrittennoticestatingitsintentiontoterminateintheeventtheotherparty:(1)makesageneralassignmentofallorsubstantiallyallofitsassetsforthebene?tofitscreditors;(2)appliesfor,consentsto.oracquiescesintheappointmentofareceiver,tmstae.custodian,orliquidatorforitsbusinessorallorsubstantiallyallofitsassets;(3)files.orconsentstooracquiesce:In,apetitionseekingrelielorreorgenitionunderanybankruptcyorinsolvencylaws:or(4)?lesapetitionseekingrelieforreorganizationunderanybankruptcyorInsolvencylawsis?ledagainstthatotherpartyandisnotdismissedwithinsixty(60)daysaiteritwas?ied.(e)TABOR.ThepartiesunderstandandacknowledgethateachpartyissubjecttoArticleX.§20oftheColoradoConstitution("TABOR").ThepartiesdonotintendtoviolatethetermsandrequirementsofTABORbytheexecutionofthisAgreement.itisunderstoodandagreedthatthisAgreementdoesnotcreateamuitl«tiscalyeardirectorindirectdebtorobligationwithinthemeaningofTABORand,notwithstandinganythinginthisAgreementtothecontrary.allpaymentobligationsofcityareexpresslydependentandconditioneduponthecontinuingavailabilityoffundsbeyondthetomofCity'scurrent?scalperiodendinguponthenextsucceedingDecember31.FinancialobligationsofCitypayableafterthecurrentfiscalyeararecontingentuponfundsforthatI000Er-glewoodFarkway,Englowood.Colorado80110-2313(303)782-2300www.eng|owocdgov.crgPage 203 of 364 purposebeingappropriated.budgeted.andotherwisemadeavailableinaccordancewiththemles,regulations.andresolutionsofCityandapplicablelaw.Uponthefailuretoappropriatesuchfunds.thisAgreementshallbedeemedtennlnated.(f)ReturnofProperty.UponterminationofthisAgreement.bothpartiesagreetoreturntotheotherallproperty(includinganyCon?dentialinfonnatlon.asde?nedinSection11)oftheotherpartythatitmayhaveinitspossessionorcontrol.9.CityObligations.CitywillprovidetimelyaccesstoCitypersonnel,systemsandinformationrequiredforConsultanttoperformitsobligationshereunder.CityshallprovidetoConsullanfsemployeesperformingitsobligationshereunderatCity'spremises.withoutcharge,areasonableworkenvironmentIncompliancewithallapplicablelawsandregulations.Includingofficespace.furniture.telephoneservice.andreproduction.computer.facsimile,secretarialandothernecessaryequipment,supplies.andservices.WithrespecttoallthirdpartyhardwareorsoftwareoperatedbyoronbehalfofCity.Cityshall.atnoexpensetoConsultant,obtainallconsents.licensesandsublicensesnecessaryforConsultanttoperlonnundertheStatementsofWorkandshallpayanyfeesorothercostsassociatedwithobtainingsuchconsents,licensesandsublicenses.10.Staff.ConsultantisanindependentconsultantandneitherConsultantnorConsultant'sstaffis.orshallbedeemedtobeemployedbyCity.CityIsherebycontractingwithConsultantfortheServicesdescribedinaStatementofWorkandConsultantreservestherighttodeterminethemethod,mannerandmeansbywhichtheServicesWlllbeperformed.TheSanricesshallbeperfonnedbyConsultantorConsultantsstaff,andCityshallnotberequiredtohire.superviseorpayanyassistantstohelpconsultantperfonntheServicesunderthisAgreement.ExcepttotheextentthatConsultant'sworkmustbeperformedonorwithCityscomputersorCity'sexistingsoftware.allmaterialsusedinprovidingtheServicesshallbeprovidedbyConsultant.11.con?dentialInformation.(a)Obligations.Eachpartyheretomayreceivefromtheotherpartyinformationwhichrelatestotheotherparty'sbusiness.research.development.tradesecretsorbusinessaffairs(“Con?dentialInformation‘).SubjecttotheprovisionsandexceptionssetforthintheColoradoOpenRecordsAct.CRSSection24-72-201el.seq”eachpartyshallprotectallCon?dentialInformationoftheotherpartywiththesamedegreeofcareasitusestoavoidunauthorizeduse,disclosure.publicationordisseminationofitsowncon?dentialinformationofasimilarnature.butinnoeventlessthanareasonabledegreeofcare.Withoutlimitingthegeneralityofdieforegoing.eachpartyheretoagreesnottodiscloseorpermhanyotherpersonorentityaccesstotheotherparty'sCon?dentialInformationexceptsuchdisclosureoraccessshallbepermittedtoanemployee.agent.representativeorindependentconsultantofsuchpartyrequiringaccesstothesanreinordertoperformhisorheremploymentorservices.Eachpartyshallinsurethat:theiremployees.agents.representatives.andindependentconsultantsareadvisedofthecon?dentialnatureoftheCon?dentialInformationandareprecludedfromtakinganyactionprohibitedunderthisSection11.Further.eachpartyagreesnottoalterorremoveanyidenti?cation.copyrightorotherproprietaryrightsnoticewhichindicatestheownershipofanypartofsuchCon?dentialInformationbytheotherparty.Apartyheretoshallundertaketoimmediatelynotifytheotherpartyinwritingofallcircumstancessurroundinganypossession.useorknowledgeofCon?dentialInformationatanylocationorbyanypersonorentityotherthanthoseauthorizedbythisAgreement.Notwithstandingtheforegoing.hothlnginthisAgreementshallrestricteitherpartywim1000BrglewoedFarimay.Engtewood.Colorado50110-2373(303)762-2300www.enp|ewoodgov,orgr-..uri.m...—.r-wett;tiLIr_1\(nu,|i-lPage 204 of 364 respecttoInfonnatlonordataidenticalorsimilartothatcontainedintheConfidentialInformationoftheotherpartybutwhich(1)thatpartyrightfullypossessedbetoreItreceivedsuchinformationfron1theotherasevidencedbywrittendocumemarion;(2)subsequentlybecomespubliclyavailablethroughnofaultofthatparty;(3)issubsequentlytumlshedrightfullytothatpartybyathirdpartywithoutrestric?nnsonuseordisclosure;or(4)isrequiredtobedisclosedbylaw,providedthatthedisclosingpartywillexercisereasonableeffortstonotifytheotherpartypriortodisclosure.(b)Know-How.FortheavoidanceofdoubtneitherCitynorConsultantshallbepreventedfrommakinguseofknow-howandprinciplesieamedorexperiencegainedofanon-proprietaryandnon—confldentia|nature.(o)Remedies.Eachofthepartiesheretoagreethatiiany-ei-teem,theirofficers,employeesoranyoneobtainingaccesstotheCon?dentialInformationoftheotherpartyby.throughorunderthem,breachesanyprovisionofthisSection11.thenon»breachingpartyshallbeentitledtoanaccountingandrepaymentofallprofits.compensation.commissions.remunerationsandbene?tswhichthebreachingparty.itsot?cersoremployeesdirectlyorindirectlyrealizeormayrealizeasaresultoforgrowingoutof,orinconnectionwithanysuchbreach.Inadditionto,andnotinlimitationortheforegoing,intheeventofanybreachofthisSection11,thepartiesagreethatthenon-breachingpartywillsufferirreparablehamandthatthetotalamountatmonetarydamagesforanysuchinjurytothenon-breachingpartyarisingfromaviolationofthisSection11wouldbeimpossibletocalculateandwouldthereiorebeaninadequateremedyatlaw.Accordingly.thepartiesagreethatthenon-breachingpartyshallbeentitledtotemporaryandpennanentlnjunctivereliefagainstthebreachingparty.itsof?cersoremployeesandsuchothernightsandremediestowhichthenon-breachingpartymaybeentitledtoatlaw.inequityorunderthisAgreementforanyviolationofthisSection11.TheprovisionsofthisSection11shallsurvivetheexpirationorterminationofthisAgreementforanyreason.12.ProjectManagers.EachpartyshalldesignateoneofitsemployeestobeitsProjectManagerundereachStatementofWork.whoshallactforthatpartyonallmattersundertheStatementofWork.EachpartyshallnotifytheotherinwritingofanyreplacementofaProjectManager.TheProjectManagerstareachStatementofWorkshallmeetasottenaseitheronerequeststoreviewthestatusoftheStatementofWork.13.Warranties.(a)Authority.Consultantrepresentsandwarrantsthat:(1)Consultanthasthefullcorporateright.powerandauthoritytoenterintothisAgreementandtoperformtheactsrequiredofithereunder.(2)theexecutionofthisAgreementbyConsultant.andtheperfonnancebyConsultantofitsobligationsanddutieshereunder.donotandwillnotviolateanyagreementtowhichConsultantisapartyorbywhichitisothenrviseboundunderanyapplicablelaw.ruleorregulation;(3)whenexecutedanddeliveredbyConsultantthisAgreementwillconstitutethelegal,validandbindingobligationofsuchparty,enforoeableagainstsuchpartyinaccordancewithitsterms;and(4)ConsultantacknowledgesthatCitymakesnorepresentations,wenantiesoragreementsrelatedtothesubjectmatterhereofthatarenotexpresslyprovidedforInthisAgreement(b)ServiceWarranty.Consultantwarrantsthatitsemployeesandconsultantsshallhavesut?cientskill,knowledge,andtrainingtoperformServicesandthattheServicesshallbeperformedinaprofessionalandworkmaniikemanner.to)Personnel.Unlessasperi?onumberofemployeesissetforthintheStatementofWork,ConsultantwarrantsitwillIONEnglawoodParkway,Engiewood.Colorado80110-2373(3413)752411430www.englewocdgw.organ-wu,F0‘)-um;g.t'I1r‘l:lI.'\1\i_’ut\\KrvPage 205 of 364 providesuf?cleritemployeestocompletetheServicesorderedwithintheapplicabletimeframesestablishedpursuanttothisAgreementorassetforthintireStatementofWork.DuringthecourseofperfonrianceofServices.Citymay,foranyornoreason.requestreplacementofanemployeeoraproposedemployee.insuchevent,Consultantshall,within?ve(5)workingdaysofreceiptofsuchrequestfrontCity.provideasubstituteemployeeofsu?icientskill,knowledge.andtrainingtoperformtheapplicableServices.ConsultantshallrequireemployeesprovidingServicesataCitylocationtocomplywithapplicableCitysecurityandsafetyregulationsandpolicies.(rt)compensationandBene?ts.Consultantshallprovideforandpaythecompensationofemployeesandshallpayalltaxes.contributions.andbenefits(suchas.butnotlimitedto.workers‘compensationbene?ts)whichanemployerisrequiredtopayrelatingtotheemploymentofemployees.CityshallnotbeliabletoConsultantortoanyemployeeforConsultantsleiluretoperformitscompensation.benefit.ortaxobligations.Consultantshallindemnify,defendandholdCityharmlessfromandagainstallsuchtaxes.contributionsandbene?tsandwillcomplywithallassociatedgovemmentalregulations,includingthe?lingofallnecessaryreportsandreturns.14.indemni?cation.(a)ConsultantIndemni?cation.Consultantshallindemnify.defendandholdhannlessCity.itsdirectors.officers,employees.andagentsandtheheirs.executors,successors,andpermittedassignsofanyoftheforegoing(the‘Cityindemnitees”)fromandagainstalllosses,claims.obligations.demands.assessments,linesandpenalties(whethercivilorcriminal),liabilities.expensesandcosts(includingreasonablefeesanddisbursementsoflegalcounselandaccountants).bodilyandotherpersonalinjuries,damagetotangiblepropeml.andotherdamages.ofanykindornature.sufferedorincurredbyaCityiridemniteedirec?yorindirectlyarisingfromorrelatedto:(1)anynegligentorintentionalactoromissionbyConsultantoritsrepresentativesinthepertonnanceofConsultant'sobligationsunderthisAgreement.or(2)anymaterialbreachinarepresentation.warranty.oovenantorobligationofConsultantcontainedinthisAgreement.(b)Infringement.Consultantwillindemnify.defend,andholdCityhannlessfromallIndemni?ableLossesarisingfromanythirdpartyclaimsthatanyWorkProductormethodologysuppliedbyConsultantinfringesormisapproprietesanyIntellectualPropertyrightsofanythirdparty:provided.however.thattheforegoingindemnificationobligationshallnotapplytoanyallegedinfringementormisappropriationbasedon:(1)useoftheWorkProductincombinationwithproductsorservicesnotprovidedbyConsultanttotheextentthatsuchinfringementormisappropriationwouldhavebeenavoideditsuchotherproductsorserviceshadnotbeenused;(2)anymodi?cationorenhancementtotheWorkProductmadebyCityoranyoneotherthanConsultantoritssub—cansuitants;or(3)useoftheWorkProductotherthanaspermittedunderthisAgreement(c)Indemni?cationProcedures.Notwith-standinganythingelsecontainedinthisAgreement.noobligationtoindemnifywhichissetforthinthisSection14shallapplyunlessthepartyclaimingindemni?cationnoti?estheotherpartyassoonaspracticabletoavoidanyprejudiceIntheclaim.suitorproceedingofanymattersinrespectofwhichtheIndemnitymayapplyandofwhichthenotifyingpartyhasknowledgeandgivestheotherpartytheopportunitytocontroltheresponsetheretoandthedefensethereof;provided.however,thatthepartyclaimingindemni?cationshallhavetherighttoparticipateinanylegalproceedingstocontestanddefendaclaimforindemni?cationinvolvingathirdpartyandtoberepresentedby1I1|J0BiglewoodParkway.Erigiewaod.Colorado301tu-2373(303)762-2300www.englewoodpov.orgmt»l‘<m..-.1IAIN‘)!\l~io.‘.‘)mmvPage 206 of 364 itsownattomeys,allatsuchparty'scostandexpense:providedfurther.however.thatnosettlementorcompromiseofanassertedthird-partyclaimotherthanthepeymentlmoneymaybemadewithoutthepriorwrittenconsentofthepartyclaimingIndemni?cation.(d)Immunity.City,itsofficers.anditsemployees.arerelyingon.anddonotwaiveorintendtowaivebyanyprovisionofthisAgreement,themonetarylimitationsoranyotherrights.immunities,andprotectionsprovidedbytheColoradoGovernmentalImmunityAct,C.R.S.24-10-101etseq..asIromtimetotimeamended.orotherwiseavailabletoCity.itsottioers.oritsemployees.15.IIISUYEIICE.(a)Requirements.ConsultantagreestokeepIntullforceandettectandmaintainatitssolecostandexpensethefollowingpoliciesofInsuranceduringthetermofthisAgreement:(1)TheConsultantshallcomplywItt1theWorkers‘CompensationActofColoradoandshallprovidecompensationinsurancetoprotecttheCityfromandagainstanyandallWorkers’Compensationclaimsarisingfromperformanceoftheworkunderthiscontract.Workers‘Compensationinsurancemustcoverobligationsimposedbyapplicablelawstoranyemployeeengagedintheperformanceofworkunderthiscontract,aswellastheEmployers’Liabilitywithintheminimumstatutorylimits.(2)CommercialGeneralLiabilityInsuranceandautoliabilityinsurance(includingcontractualliabilityinsurance)providingcoverageforbodilyInjuryandpropertydamagewithacombinedsinglelimitofnotlessthanthreemilliondollars($3.0DO.lJOD)peroccurrence.(3)ProfessionalLiabllityIErrorsandOmissionsInsurancecoveringacts.errorsandomissionsarisingoutofConsultant'soperationsorservicesinanamountnotlessthanonemilliondollars($1.0Cl0,00lJ)peroccurrence.(4)EmployeeDishonestyandComputerFraudInsurancecoveringlossesarisingoutoforinconnectionwithanyfraudulentordishonestactscommittedbyConsultantpersonnel,actingaloneorwithothers,inanamountnotlessthanonemilliondollars($1,000.D00)peroccurrence.lb)ApprovedCompanies.Allsuchinsuranceshallbeprocuredwithsuchinsurancecompaniesofgoodstanding.permittedtodobusinessInthecountry.stateorterritorywheretheServicesarebeingperformed.(c)Certi?cates.ConsultantshallprovideCitywithcerti?catesofinsuranceevidencingcompliancewiththisSection15(IncludingevidenceofrenewalofInsurance)signedbyauthorizedrepresentativesoftherespectivecarriersforeachyearthatthisAgreementisineffect.Certi?catesofinsurancewilllisttheCityofEnglewoodasanadditionalInsured.Eachcerti?cateoiInsuranceshallprovidethattheissuingcompanyshallnotcancel,reduce.orothenr/isemateriallychangetheinsuranceaffordedundertheabovepoliciesunlessthirty(30)days‘noticeofsuchcancellation.reductionormaterialchangehasbeenprovidedtoCity.16.RightsInWorkProduct.(a)Generally.Brceptasspeci?callyagreedtothecontraryinanyStatementofWork,allintellectualPropertyRightsinandtotheWorkProductproducedorprovidedbyConsultantunderanyStatementofWorkshallremainthepropertyofConsultant.WithrespecttotheWorkProduct,ConsultantunconditionallyandirrevocablygrantstocityduringthetermofsuchIntellectualPropertyRights.anon-exclusive.irrevocable.Wmetual.worldwide.fullypaidandroyalty-treelicense,toreproduce.createderivativeworksof.distribute,publiclyperfonnandpubliclydisplaytuooEnglewoodParkway.Englowood.Colorado50110-2373(303)152-zannwww.englewoodgov.orgI'.\.\lsllwPage 207 of 364 byallmeansnowknownorlaterdeveloped,suchIntellectualpropertyRights.(biKnow—How.Notwithstandinganythingtothecontraryherein.eachpartyanditsrespectivepersonnelandconsultantsshallbefreetouseandemployitsandtheirgeneralskills.know-how.andexpertise.andtouse.disclose,andemployanygeneralizedIdeas,concepts.know-how.methods.techniques,orskillsgainedorlearnedduringthecourseofanyassignment.solongasitortheyacquireandapplysuchinformationwithoutdisclosureofanyCon?dentialIniorrnetionoftheotherparty.17.RelationshipofParties.Consultantisactingonlyasanindependentconsultantanddoesnotundertake.bythisAgreement,anyStatementorWorkorotherwise.toperfonnanyobligationofCity,whetherregulatoryorcontractual.ortoassumeanyresponsibilityforCity'sbusinessoroperations.Neitherpartyshallactorrepresentitself,directlyorbyimplication.asanagentoftheother,exceptasexpresslyauthorizedinaStatementofWork.18.completeAgreement.ThisAgreementcontainstheentireagreement.includingallExhibits.StatementsofWontandotherAttachmentsthathavebeenexecutedbytheparties,andareattachedharemandmadeapartofthisAgreement.19.ApplicableLaw.ConsultantshallcomplywithallapplicablelawsinperformingServicesbutshallbeheldharmlessforviolationofanygovernmentalprocurementregulationtowhichitmaybesubjectbuttowhichreiarenceisnotmadeintheapplicableStatementofWork.ThisAgreementshallbeconstruedinaccordancewiththelawsoftheStateofColorado.AnyactionorproceedingbroughttointerpretorenforcetheprovisionsofthisAgreementshallbebroughtbeforethestateorfederalcourtsituatedinArapahoeCounty,Coloradoandeachpartyheretoconsentstojurisdictionandvenuebeforesuchcourts.(a)AttorneyFees.intheeventthateitherpartytothisAgreementshallcommenceanyactionagainsttheotherpartyarisingoutoforinconnectionwiththisAgreement.orcontestingthevalidityoftheAgreementoranyprovisionofthisAgreement,theprevailingpartyshallbeentitledtorecoverfromtheotherpartyreasonableattomay'sfeesandrelatedcosts.feesandexpensesincurredbytheprevailingpartyinconnectionwithsuchactionorproceeding.20.ScopeofAgreement.ItthescopeofanyprovisionsofthisAgreementistoobroadinanyrespectwhatsoevertopermitenforcementtoitsfullestextent.thansuchprmrisionshallbeenforcedtothemaximumextentpermittedbylaw,andthepartiesheretoconsenttoandagreethatsuchscopemaybejudiciallymodi?edaccordinglyandthatthewholeofsuchprovisionofthisAgreementshallnottherebyfail.butthattheswpeofsuchprovisionshallbewrtailedonlytotheextentnecessarytoconformtolaw.21.AdditionalWork.AlterreceiptofaStatementatWork.City.withConsultant'sconsent.mayrequestConsultanttoundertakeadditionalworkwithrespecttosuchStatementofWork.insuchevent,CityandConsultantshallexecuteanaddendumtotheStatementofWorkepeciiyingsuchadditionalworkandthecompensationtobepaidtoConsultantforsuchadditionalwork.22.Sub-consultants.ConsultantmaynotsubcontractanyoftheServicestobeprovidedhereunderwithoutthepriorwrittenconsentofCity.Intheeventofanyparrnittedsubcontracting.theagreementwithsuchthirdpartyshallprovidethat.withrespecttothesubcontractedwork.suchsub-consultantshallbesubjecttoalloftheobligationsofConsultantspeci?edInthisAgreement.23.Notices.AnynoticeprovidedpursuanttothisAgreementshallbeinwritingtothepartiesattheaddressessetforthbelowandshallbedeemedgiven(1)Ifbyhanddelivery.1000EnglewoodParkway.Engiewood.ColoradoBO|1lJv2373(ans)752-Z300wwwenulerwoodgworgm—u.«.r-\rhrn,LlrVrrr,$\rur¢r\\t\iI'Page 208 of 364 uponreceiptthereof.(2)three(3)daysalterdepositIntheUnitedStatesmails.postageprepaid.certi?edmail.returnreceiptrequestedor(3)one(1)dayafterdepositwithanationally-recognizedovemightcourier.speniiyingovernightprioritydelivery.EitherpartymaychangeitsaddressforpurposesofthisAgreementatanytimebygivingwrittennoticeofsuchchangetotheotherpartyhereto.24.Assignment.ThisAgreementmaynotbeassignedbyConsultantwithoutthepriorwrittenconsentatCity.Exceptforthep|'Di'iibiii0l'Iofanassignmentcontainedintheprecedingsentence.thisAgreementshallbebindinguponandinuretothebene?toftheheirs.successorsandassignsofthepartieshereto.25.ThirdPartyBene?ciaries.ThisAgreementisenteredintosolelyforthebene?tofthepartiesheretoandshallnotconferanyrightsuponanypersonorentitynotapartytothisAgreement.26.Headings.ThesectionheadingsinthisAgreementaresolelyforconvenienceandshallnotbeconsideredinitsinterpretation.TherecitalssetforthontheiirstpageofthisAgreementareincorporatedintothebodyofthisAgreement.TheexhibitsreferredtothroughoutthisAgreementandanyStatementofWorkpreparedinconformancewiththisAgreementareincorporatedintothisAgreement.27.Waiver.TheiaiiureofeitherpartyatanytimetorequireperformancebytheotherpartyofanyprovisionofthisAgreementshallnoteffectInanywaythefullrighttorequiresuchperionnanceatanysubsequenttime:norshallthewaiverbyeitherpartyofabreachofanyprovisionofthisAgreementbetakenorheldtobeawaiveroftheprovisionitself.2!.ForceMajoure.IfperformancebyConsultantofanyserviceorobligationunderthisAgreementisprevented.restricted,delayedorinterferedwithbyreasonoflabordisputes.strikes.actsofGod,floods,lightning,severeweather.shortagesofmaterials,rationing.utilityorcommunicationsfailures,earthquakes.war.revolution.civilcommotion.actsofpublicenemies,blockade.embargooranylaw.order,proclamation,regulation,ordinance.demandorrequirementhavinglegaleiiectofanygovemmentaiorJudicialauthorityorrepresentativeofanysuchgovernment.oranyotheractwhethersimilarordissimilartothoserefenedtointhisclause.whicharebeyondthereasonablecontrolofconsultant.thenConsonantshallbeexcusedfromsuchperformancetotheextentofsuchprevention.restriction.delayorinterference.Iftheperiodofsuchdelayexceedsthirty(30)days.Citymay,withoutliability.tenninatetheattendedStatementofWorkts)uponwrittennoticetoConsultant.29.TimeofPerformance.TimeisexpresslymadeoftheessencewithrespecttoeachandeverytermandprovisionofthisAgreement30.Permits.Consultantshallatitsownexpensesecureanyandalllicenses.permitsorcerti?catesthatmayberequiredbyanyiedaral.stateorlocalstatute.ordinanceorregulationfortheperformanceoitheServicesundertheAgreement.ConsultantshallalsocomplywiththeprovisionsofallApplicableLawsinperformingtheServicesundertheAgreement.AtitsownexpenseandatnocosttoCity,Consultantshallmakeanychange,alterationormodi?cationthatmaybenecessarytocomplywithanyApplicableLawsthatConsultantfailedtocomplywithatthetimeofperionnanoaoftheServices.31.MediaReleases.FxceptforanyannouncementintendedsolelyforinternaldistributionbyConsultantoranydisclosurerequiredbylegal,accounting,orregulatoryrequirementsbeyondthereasonablecontrolofConsultant.allmediareleases.publicannouncements.orpublicdisclosures(including,butnotlimitedto.promotionalor1000EnglewoodFerkwey,Englewood,Colorado80110-2373(303)152-2300www.engiewoodgUv,cIgPage 209 of 364 marketingmaterial)byConsultantoritsemployeesoragentsrelatingtothisAgreementoritssubjectmatter.orincludingthename,trademark.orsymboloiCity,shallbecoordinatedwithandapprovedinwritingbyCitypriortothereleasethereof.ConsultantshallnotrepresentdirectlyorindirectlythatanyServicesprovidedbyConsultanttoCityhasbeenapprovedorendorsedbyCityorincludethename.trademark,orsymbolofCityonalistofConsultant'scustomerswithoutCity'sexpresswrittenconsent.32.NonexcluslveMarketandPurchaseRights.ItisexpresslyunderstoodandagreedthatthisAgreementdoesnotgranttoConsultantanexclusiverighttoprovidetoCityanyoralloftheSarvioesandshallnotpreventCityfromacquiringfromothersuppliersservicessimilartotheServices.ConsultantagreesthatacquisitionsbyCitypursuanttothisAgreementshallneitherrestricttherightofCitytoceaseacquiringnorrequireCitytocontinueanylevelofsuchacquisitions.EstimatesorforecastsfumlshedbyCitytoConsultantpriortoorduringthetermofthisAgreementshallnotconstitutecommitments.33.Survival.TheprovisionsofSections5,B(g).10,‘l1.13.14.16,17,19.23.25and31shallsurviveanyexpirationorterminationforanyreasonofthisAgreement.34.Veri?cationofCompliancewithC.R.S.8-17.5-101El'.SE?.RegardingHiringofillegalAliens:(a)Employees,ConsultantsandSub-consultants:ConsultantshallnotknowinglyemployorcontractwithanillegalalientoperformworkunderthisContract.Consultantshallnotcontractwithasub-consuitantthatYailstocertifytotheConsultantthatthesub—consuitantwillnotknowinglyemployorcontractwithanillegalalientoperfonnworkunderthisContract.[CR33-1T.5<1D2(2)(a)(|)&(ll).](b)Veri?cation:ConsultantwillparticipateineithertheE-VerityprogramortheDepartmentprogram.asde?nedinC.R.S.8-175-101(3.3)and8-17.5~101(3.1).respectively,Inordertocon?rmtheemploymenteligibilityofallemployeeswhoarenewlyhiredforemploymenttoperiorrnworkunderthispubliccontractforservices.ConsultantisprohibitedfromusingtheE-VerifyprogramortheDepartmentprogramprocedurestoundertakepre-employmentscreeningofjobapplicantswhilethiscontractisbeingperformed.(c)DutytoTerminateasubcontract:ifConsultantobtainsactualknowledgethatasub-consultantperformingworkunderthisContractknowinglyemploysorcontractswithanillegalalien,theConsultantshall;(1)notifythesub-consultantandtheCitywithinthreedaysthattheConsultanthasactualknowledgethatthesub-consultantisemployingorconnectingwithanillegalalien;and(2)terminatethesubcontractwiththesub-consultantit.withinthreedaysofreceivingnoticerequiredpursuanttothisparagraphthesub-consultantdoesnotstopemployingorcontractingwiththeillegalalien;exceptthattheConsultantshallnotlaminatethecontractwiththesub-consultantifduringsuchthreedaysthesub-consuitantprovidesinformationtoestablishthatthesub—consultanthasnotknowinglyemployedorcontractedwithanillegalalien.(d)DutytocomplywithStateinvestigation:ConsultantshallcomplywithanyreasonablerequestoftheColoradoDepanmentofLaborandEmploymentmadeinthecourseofaninvestigationbythattheDepartmentisundertakingpursuanttoC.R.S.s~17.5—1o2(5)mooEnglewoodParkway.Engiewood,Colorado90110-2373_(ans)192-zanowww.engleweodgev.ergM:inlist.r.....t....;.iur.A-3.1m.-tilMPage 210 of 364 (e)DamagesforBreachofContract:TheCitymayterminatethisoontractforabreachofcontract.inwholeorinpart,duetoConsultant'sbreachofanysectionoithisparagraphorprovisionsrequiredpursuantto(IRSB-17.5-102‘ConsultantshallbeliableforactualandconsequentialdamagestotheCityinadditiontoanyotherlegalorequitableremedytheCitymaybeentitledtoforabreachofthisContractunderthisParagraph34.wonEnglawoodParkway,Englewood,Colorado30110-2373(303)752-muwww.nngtmuoodgtw.oIgPage 211 of 364 INWITNESSWHEREOF,thepartiestothisAgreementhavecausedittobeexecmedbytheirauthorizedof?cersasofthedayandyear?rstabovewritten.ThisAgreementmaybeexecutedincaunlerparls,eachofwhichshallbedeemedanoriginal.butallofwhichlogskharshallconstituteoneandthesameinstrument.CITYOFENGLEWDOD,COLORADOBy:Data:[DnwmnnnlDlmcluv)By:Date:(mymanager)By:Date:("BY")ATTEST:CityClerk5~;[rw’un4C70‘./usu/JLI/L2’?a/{‘1\€I:_.fvvF(CunsuktnnlMam)M";1>o‘Eoxmoigrgo-M[‘EL;{HX003?Clh/.SlaBy‘K’/w»""/1'5”C‘.Eu;n-xmNnmo)<Title:2”'5z""‘LDale:3”-QJIX1000EnglawoodParkway.Englawood.Coinradn80110-2373(303)752-2300www.englawoudgov.orgPage 212 of 364 SCHEDULEAOUTLINEOFSTATEMENTOFWORKGENERALSTATEMENTOFWORKFORPROFESSIONALSERVICESAGREEMENTBETWEENTHELITTLETONIENGLEWOODWASTEWATERTREATMENTPLANT(LIEWWTP)ANDSTRATUMCONUSLTINGPARTNERS.INC.NAMESOFPROJECTCOORDINATORSStratumPrajectCoordinators:ClayBush,PresidentMarcelaRasoon.VicePresidentEricFaith.VicePresidentSUMMARYOFPURPOSEFORSTATEMENTOFWORKStratumConsultingPartners,Inc.willprovideconsulting.traininganddevelupmentresourcestoLIEWWTPinsupportoftheirInforEAMimplementation.Stratumisecerti?edlnforAlliancePartner,specializinginbathlnlorEAMandtheWaslawalerTreatmentmarket.StratumwillprovideEAMassistancetotheLIEWWTPEAMTeamwhichmayincludeanyofthefollowingtasks,asIdenti?edandprioritizedbytheLIEWWTPEAMTeam:TrainingonnewEAMfunctionalitylnforEAMcon?gurationandtestingassistanceDvelapmentofinterEAMAdvancedReportsDevelopmentofsysteminterfacessuchasSCADA,HMI.Pi.WIMS,etc.Maintenanceandtmubleshoa?ngofInterBXMfeatureslntorEAMMobileon...-EQUIPMENTANDPROGRAMMINGTOBEPROVlDEDBYCITYOFENGLEWOODWASTEWATERPLANT(IFANY)NoneOTHERCONSULTANTRESOURCESToniDavis,EAMWebServicesDeveloperJacquelineTucker,StratumSupportAnalystChrisMurray,StratumSupportAnalystDESCRIPTIONOFWORKPRODUCTANDDELIVERABLESstratumwillprovideEAMassistancetotheLIEWWTPEAMTeamwhichmayincludeanyofthefollowingtasks.asldentllledandprioritizedbytheLIEWWTPFJKMTeam:wonEnnlewnddParkway,Englswood,Colorado30110-2373(303)762-2300www.anqlawnodgav.nrgPage 213 of 364 12.TrainingonnewEAMfunctionalitylnforEAMcon?gurationandtestingassistanceDevelopmentofinterEAMAdvancedReportsDevelopmentofsysteminterfacessuchasSCADA,HMI,PI.WIMS,etc.MaintenanceandtroubleshootingofinterEAMfeatureslnforEAMMobileSpeci?cdeliverableswillvarybytaskbutwillincludeoneormoreofthefollowing:-DiscussplantstrategicandtacticalobjectivesthatcanbesupportedbyimprovementsoradvancementinAssetManagementpracticesAdviseclientonlnl'crEAMfeaturesandcapabilitieswhichcansupportplantobjectivesFacilitateandleaddemonstrationsofproductfeaturesAssistIncon?gurationofnewlnforEAMElementssuchasscreens.modules.reports,andalertstoprepareforuseracceptanceSPECIALTERMS.IFANYTotalfeesinvoicedtoLIEWWTPwillnotexceed530.000forthedurationofthiscontract.MODEOFPAYMENTStratum'spreferredmethodofpaymentiselectronicbankdeposit.Stratumcanacceptphysicalchecks.electronicbanktransfer,orProwrement(Credit)Card.PAYMENTSCHEDULEStratumwillsubmitmonthlyinvoicesforallsavicesrenderedduringtheperiod.StratumpaymenttermsareNet30SCHEDULEANDPERFORMANCEMILESTONESUEWWTPwilldetermineInforEAMtaskprioritiesthataretobeassignedtoStratumandassistindocumentingtherequirementsanddesiredschedule.IncollaborationwithStratumconsultant(s).individualtasksmustbeacceptedbyLIEWWTPEAMteambeforefenneltaskcompletion.DuetothesizeandnatureofmostoftheInterEAMtasks,thereisonlyaCompletionmilestone.ACCEPTANCEANDTESTINGPROCEDURESStratumwillsupportthetestingoflnforEAMmodificationsandimprovementsincollaborationwiththeLIEWWTPEAMteam.FinalacceptanceofEAMsystemchangesistheresponsibilityofLIEWWTP.LOCATIONOFWORKFACILITIESStratumwillperformworkbothon~siteandfromremotelocations,Theon~siteworklocationistheLittielon-EnglewoodWastewaterTreatmentFacility,2900SPlatteRiverDrive,EnglewoodCO80110.Stratummayperformworkfromremotelocationswhichmayincludeourcorporateoffice.employeehomeoflices,orotherremotelotions.r«.\.rur4..ioorrErvglvwoodParkway.Enalerwood,Coloradoemro-237:4(303)762-2300www.eng|ewoodguv.orgt“‘.i'(rPage 214 of 364 INWITNESSWHEREOF.pursuantandinaccordancewiththeProfessionalServicesAgreementbetweenthepartiesheretodated,2U_.thepartieshaveexecutedthisStatementofWorkasofthisdayof,2U_.CITYOFENGLEWOOD.COLORADOBy:(359"?Wf9)(FrinlName)Title:Date:;3'H;a-J»u~‘'\(7tLSaH./\»?C1/“V‘0~1'S:C:1:CansuBy:,,“{Signature}’L?lr(/U\(Hanmama)Title;Z/9326?/’hLD?t?ifG1000EnglewoudParkway,Englawood,Coloradoannu-2373(303)752-2300www.anglewoodgav.orgPage 215 of 364 MEMORANDUM TO: Eric Keck, City Manager FROM: Jenifer Doane, Deputy Director | Manager of Business Administration and Communications DATE: March 19, 2018 SUBJECT: Sole Source Memo – Stratum Consulting Partners Inc. BACKGROUND AND PROJECT GOAL: Attached you will find the Professional Services Agreement with Stratum Consulting Partners, Inc. to provide consulting, training and development resources to support the Littleton/Englewood Wastewater Treatment Plan with our Infor EAM implementation. Stratum is a certified Infor Alliance Partner, specializing in both Infor EAM and the Wastewater Treatment market. Stratum will provide EAM assistance to our EAM Team which may include any of the following tasks, as identified and prioritized by the LEWWTP EAM Team:  Training on new EAM functionality  Infor EAM configuration and testing assistance  Development of Infor EAM Advanced Reports  Development of system interfaces such as SCADA, HMI, Pi, WIMS, etc.  Maintenance and troubleshooting of Infor EAM features  Infor EAM Mobile Specific deliverables will vary by task but will include one or more of the following:  Discuss plant strategic and tactical objectives that can be supported by improvements or advancement in Asset Management practices  Advise client on Infor EAM features and capabilities which can support plant objectives  Facilitate and lead demonstrations of product features  Assist in configuration of new Infor EAM Elements such as screens, modules, reports, and alerts to prepare for user acceptance Stratum assisted the LEWWTP with the initial design and programming of our EAM system and can provide the most responsive service due their knowledge of our organization and understanding our ARM – the foundational structure of our system. Page 216 of 364 Sole Source Memo – Stratum Consulting Partners Inc. March 19, 2018 Page 2 of 2 FINANCIAL IMPACT: The total cost for the service contract is not-to-exceed $30,000. Funds for the renewal of this agreement were approved by Supervisory Committee and are available in the 2018 budget within the Professional Services line item. PROCUREMENT INFORMATION: G/L Account Number: 90-1712-54201 RECOMMENDED ACTION: We recommend the approval of this quote. JD:ah Page 217 of 364 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 218 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 1 of 5 MINUTES Supervisory Committee Meeting Thursday, April 19, 2018 South Platte Water Renewal Partners (SPWRP) 2900 South Platte River Drive, Englewood, CO. 80110 - Conference Room 10:00 a.m. COMMITTEE PRESENT: Eric Keck Englewood City Manager Larry Nimmo Acting Englewood Public Works Director Keith Reester Littleton Public Works Director COMMITTEE ABSENT: Mark Relph Littleton City Manager STAFF PRESENT: John Kuosman SPWRP Director Blair Corning Deputy Director, Strategic Programs Kurt Carson Deputy Director, Operations & Maintenance Solutions Jenifer Doane Deputy Director, Manager of Business Admin. & Communications David Robbins Hill & Robbins, SPWRP Attorney Dan DeLaughter Applied Data & Policy Engagement Programs Mgr. Brenda Varner Government Relations Specialist I. Call to Order The April Supervisory Committee (Committee) meeting was called to order by John Kuosman, Director of the South Platte Water Renewal Partners (SPWRP). II. Consideration of Minutes of Previous Supervisory Committee Meeting The March Committee meeting minutes were unanimously approved via email on March 20 and 21, 2018. III. Action Item(s) Stratum Consulting Partners: Jenifer Doane discussed the recommended professional services agreement with Stratum Consulting Partners with the Committee. The agreement would provide specialized coding and development services, professional consulting and training services for the organization’s asset management software, Infor EAM. The committee discussed how Page 219 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 2 of 5 SPWRP would benefit from the use of a new mobile app feature and how the advantageous timing would allow for integration of SPWRP’s Infor EAM system with City of Englewood’s new Enterprise Resource Planning (ERP) software, Tyler New World. SPWRP staff recommends the Committee approve a professional services agreement with Stratum Consulting Partners, for consulting and training services, in the amount of $30,000. ACTION TAKEN – The Supervisory Committee considered a motion to approve the professional services agreement with Stratum Consulting Partners for consulting services, systems integration services, data conversion services, training services and related services, in the amount of $30,000. Eric Keck moved, Larry Nimmo seconded, three ayes, no nays. Motion approved. SPWRP staff plans to present this professional services agreement to the Englewood City Council for consideration in May 2018. Labworks: Jenifer Doane discussed the recommended professional services agreement with Labworks, LLC., with the Committee. This agreement would provide support, licensed software, document updates, and access to the Labworks user site for the Laboratory Information Management System (LIMS) in the laboratory. SPWRP’s lab equipment is interfaced with LIMS and testing results are automatically imported. The information from this database is used for regulatory reporting, process control and special study analyses. If SPWRP does not make these software upgrades, the organization risks security issues and new instrumentation not communicating with software and automatically collecting data. SPWRP staff recommends the renewal of the Labworks, LLC., professional services agreement for SPWRP’s Laboratory Information Management System (LIMS) in the amount of $24,075, and the approval of the software upgrade for $7,100, for a total of $31,175. ACTION TAKEN – The Supervisory Committee considered a motion to approve the professional services agreement with Labworks, LLC., for support services and related services for SPWRP’s Laboratory Information Management System (LIMS), in the amount of $24,075, and software upgrade in the amount of $7,100, for a total of $31,175. Keith Reester moved, Larry Nimmo seconded, three ayes, no nays. Motion approved. SPWRP staff plans to present this professional services agreement to the Englewood City Council for consideration in May 2018. OrthoPhosphate (Phosphorus) as Corrosion Control Legal Filing: Blair Corning and Dan DeLaughter discussed the recent decision made by the Colorado Department of Public Health and Environment (CDPHE) Water Quality Control Division to require Denver Water to add orthophosphate into its drinking water supply. This is being required for optimum corrosion control treatment which is intended to prevent or reduce lead and copper from leaching into drinking water from pipes and fixtures. The addition of orthophosphate creates the potential of added expense for both water and wastewater ratepayers and increased nutrient loads to watersheds. Phosphorus is one of two nutrients Page 220 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 3 of 5 that are already the subject of future requirements for increased treatment (Regulations 85 and 31). The Supervisory Committee, SPWRP staff and David Robbins, SPWRP attorney, discussed potential options to approach this sensitive topic. SPWRP staff asked the Committee for approval of Hill & Robbins’ involvement with meetings and strategy sessions so he would be confident on making decisions to protect SPWRP and the cities’ best interests as part of an existing contracting mechanism with Hill & Robbins. No additional appropriations are anticipated at this time. In addition, the Committee was asked to consider and approve a contribution for additional legal services in the not-to-exceed amount of $25,000 to be allocated towards legal expenses incurred by the Barr Milton Watershed Association and its attorneys for work required to file and support an administrative appeal of the orthophosphate requirement to the Water Quality Control Division of the Colorado Department of Public Health and Environment. Dan DeLaughter and David Robbins will be the primary contacts for communication and involvement with the two cities related to the administrative appeal and its potential impact on the SPWRP. ACTION TAKEN – The Supervisory Committee considered a motion to approve a not- to-exceed amount of $25,000 to support the administrative appeal filed by the Barr Milton Watershed, and for the Barr Milton Watershed’s legal services associated with the filing. The Committee also considered approving the continued support of David Robbins as is required to guide, support and protect the SPWRP, the City of Littleton and the City of Englewood’s interests, in alignment with current contracting and appropriations. Eric Keck moved, Keith Reester seconded, three ayes, no nays. Motion approved. It was also agreed that there would be a prompt phone discussion with David Robbins, Mark Relph and Stephen Kemp, Littleton City Attorney. Phone briefing with Mark Relph was held on Tuesday, April 24, 2018. Emergency Digester Repair Closeout: Blair Corning discussed the recommendation to conclude the Emergency Digester Repair Project and finalize the funding request totaling $74,512.12. This funding request will be paid to Water Technology Group who was the contractor selected to provide the emergency maintenance and repair support related to Anaerobic Digester No. 3, that were identified in February, 2018. The Committee was previously briefed on the Anaerobic Digester No. 3 emergency repair issues, emergency funding appropriation, and subsequent progress at the February and March Supervisory Committee meetings. Blair reviewed SPWRP’s 2018 budget and outlined how the costs for the Emergency Digester Repair would affect the budget for the rest of 2018. ACTION TAKEN – The Supervisory Committee considered a motion to approve the purchase order agreement with Water Technology Group for the emergency repair of Anaerobic Digester No. 3, in February 2018, in the amount of $74,512.12. Eric Keck moved, Keith Reester seconded, three ayes, no nays. Motion approved. The SPWRP staff plans to present this purchase to the Englewood City Council in May 2018. Page 221 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 4 of 5 Mountain States Imaging: Jenifer Doane discussed the recommendation to approve a professional services agreement with Mountain States Imaging for document scanning and imaging, in the amount of 45,000. This will give SPWRP the ability to move from a paper records management system to an electronic data, information, and records management (DRIM) system . This will considerably reduce our litigation risk, increase effectiveness and efficiency, reduce records storage costs, increase fiscal responsibility of public funds and align with the practices of State and Federal regulating agencies. ACTION TAKEN – The Supervisory Committee considered a motion to approve the professional services agreement with Mountain States Imaging, LLC., for document conversion services, in the amount of $45,000. Larry Nimmo moved, Eric Keck seconded, three ayes, no nays. Motion approved. The SPWRP staff plans to present this professional services agreement to the Englewood City Council for consideration in May 2018. IV. Informational Items Staff discussed these informational items with the Supervisory Committee:  Industrial Mechanic Hiring Update  2018 SPWRP Events Calendar o Earth Day River Walk and Clean-up, Sunday, April 22, 2018 o Community Open House, Wednesday, June 6, 2018 o World Water Monitoring Day, Tuesday, September 25, 2018 o Used Oil and Cooking Grease Takeback Event, November 2018 o David Robbins advised that the SPWRP should use the full name of the facility including the words “Owned by Littleton/Englewood” as an integral part of the new name.  Rocky Mountain Section of American Water Works Association / Rocky Mountain Water Environment Association (RMSAWWA/RMWEA) Joint Annual Conference Submissions o This conference will be held in Denver, CO at the Convention Center, Sunday, September 16 – 19, 2018. o SPWRP staff submitted nine (9) abstracts for consideration.  Energy Efficiency Award o On Tuesday April 18, 2018, the South Platte Water Renewal Partners received Xcel Energy’s Process Efficiency Award. This award is for energy saving process improvements implemented by the plant in 2017. Total energy reduction in 2017 as a result of these initiatives was 2,332,242 kwh, this Page 222 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 5 of 5 reduction has saved the facility $163,257. All of these opportunities were achieved with minimal capital investment (<3-month overall payback).  Three (3)-Month Outlook for Supervisory Committee Action Items  WWTP Influent Flow and Load Summary: o The measured flow to the SPWRP averaged 20.1 mgd in March 2018, which is the same from March 2017. The measured flow split was 42.6 / 57.4 percent between the cities of Littleton and Englewood, respectively. V. Adjournment The next Supervisory Committee meeting is scheduled for Thursday, May 17, 2018, from 9:00– 10:30 a.m., at South Platte Water Renewal Partners. Adjourned at 11:14 a.m. Recording Secretary Signature Brenda J. Varner The SPWRP Supervisory Committee approved the April 19, 2018 meeting minutes via email on April 27 and 30, 2018. Eric Keck, Larry Nimmo, and Keith Reester all ayes, no nays. Mark Relph did not vote. Minutes approved. Page 223 of 364 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Jenifer Doane DEPARTMENT: SPWRP DATE: May 21, 2018 SUBJECT: SPWRP Labworks Support Contract 2018 DESCRIPTION: SPWRP Labworks Support Contract 2018 RECOMMENDATION: The South Platte Water Renewal Partners (SPWRP), owned by Littleton/Englewood, recommends Council approve, by Motion, a professional services contract with Labworks, LLC., for support services for Laboratory Information Management System (LIMS) in the amount of $24,075.00 and the approval of software upgrade for $7,100 for a total of $31,175. This recommendation was approved by the Supervisory Committee on April 19, 2018. PREVIOUS COUNCIL ACTION: The Council approved the 2018 Littleton/Englewood Wastewater Treatment Plant Budget on October 16, 2017. SUMMARY: Labworks provides support for the Laboratory Information Management (LIM) system that has been in place for approximately 20 years. SPWRP laboratory instruments are interfaced with the system and testing analyses results are automatically imported. Information from this database is used for regulatory reporting, for process control and special study analysis. The Labworks support plan provides a fundamental level of support services for LIMS including providing license software and documentation updates; 24/7 support via phone and email, remote support sessions; escalation process and access to Labworks user site. The support contract also includes an onsite staff person from Labworks to install the newest version of the LIMS software. We are currently operating with an older version and need to upgrade so we can fully utilize the functionality of the software and improve security of our data. The software upgrade will include installation, testing and training, and address any patches or new programming that may be needed due to the upgraded software. ANALYSIS: 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 LIM system which is essential for successful operation and preventing permit violations. If we do not make the software Page 224 of 364 upgrades, we risk security issues and new instrumentation not communicating with the software and automatically collecting data. FINANCIAL IMPLICATIONS: The annual support contract has not increased in cost from the previous two years. The total amount of $31,175 was approved as part of the 2018 budget and available within the software/hardware maintenance agreement line item. Costs will be shared by the Cities of Englewood and Littleton. ALTERNATIVES: Labworks is the developer and sole distributor of the LIMS software. They do not have any distributors or resellers due to the complex nature of their product. They are the sole source of Labworks LIMS software, upgrades, instrument interfaces, support, training, and services. CONCLUSION: LIMS is essential for optimal operation of the plant and ensures we meet permit requirements and protect public health. Without these upgrades to our systems, we risk the safety of our data and catastrophic failures. ATTACHMENTS: Contract Approval Summary Form - SPWRP Labworks Support Contract 2018 Contract - SPWRP Labworks Support Contract 2018 Sole Source Memo - SPWRP Labworks Support Contract 2018 SPWRP Budget Page for 2018 Approved Supervisory Committee meeting minutes - SPWRP Labworks Support Contract 2018 Page 225 of 364 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 BAC Email: jdoane@englewoodco.gov Vendor Contact Information Vendor Name: Labworks Vendor Contact: Claudia Lukac Vendor Address: 230 N 1200 E #202 Vendor Phone: 844.452.2967 City: Lehi Vendor Email: clukac@labworks.com State: Utah Zip Code: 84043 Contract Type Contract Type :Other (describe below) Description of ‘Other’ Contract Type: Software/Hardware Maintenance Agreement Description of Contract Work/Services: Attachments: ☒Contract -- ☐Original ☐Copy ☐Addendum(s) ☐Exhibit(s) ☐Certificate of Insurance Summary of Terms: Start Date: Oct 2018 End Date: Oct 2019 Total Years of Term: 1 Total Amount of Contract for term (or estimated amount if based on item pricing): $31,175 If Amended: Original Amount $ Amendment Amount $ Total as Amended: $ Renewal options available: Yes Payment terms (please describe terms or attach schedule if based on deliverables): Payments shall be made upon City’s written confirmation to consultant that the deliverable (i.e. milestones) have been satisfied. The Labworks Assist Support Plan Renewal provides a fundamental level of support services for LIMS. The plan includes the following: License Software and Documentation Updates; 800 Support Number; Telephone Help Desk; Email Support; Remote Support Sessions; Escalation Process and access to Labworks User Site. The software upgrade will include installation, testing and training, and address any patches or new programming that may be needed due to the upgraded software. The software upgrade will include an onsite staff person from Labworks. Page 226 of 364 Contract Approval Summary V10/25/2017 Page | 2 Attachments: ☐Copy of original Contract if this is an amendment ☐Copies of related Contracts/Conveyances/Documents Source of funds: Budgeted Funds: $ 31,175 Line Item Description: Software/Hardware Maintenance Agreement 54206 Line Item Total Funding: $1,000,000 Portion of Line Item spent to date: $33,857 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 Need below Labworks provides support of LIMS that has been in place for approximately 20 years. L/E WWTP laboratory instruments are interfaced with the system and testing analyses results are automatically imported. Information from this database is used for regulatory reporting, for process control and special study analysis. The Labworks Assist Support Plan Renewal provides a fundamental level of support services for LIMS. The plan includes the following: License Software and Documentation Updates; 800 Support Number; Telephone Help Desk; Email Support; Remote Support Sessions; Escalation Process and access to Labworks User Site. A new version of the LIMS software v6.8 has been released. We are currently operating with v6.6 and need to upgrade so we can fully utilize the functionality of the software and improve security of our data. The software upgrade will include installation, testing and training, and address any patches or new programming that may be needed due to the upgraded software. The software upgrade will include an onsite staff person from Labworks. Page 227 of 364 Contract Approval Summary V10/25/2017 Page | 3 ☐Other: Please describe Page 228 of 364 CITYOF’EnglewoodPROCUREMENTDIVISIONPROFESSIONALSERVICESAGREEMENTContractNumberPSAI19-24SoftwareSupportServices531,175ThisProfessionalServicesAgreement(the"Agreement")ismadeasofthisdayof'20_,(the“EffectiveDate“)byandbetweenLabworksLLC,aColoradocorporation(“Consultant”),andTheCityofEnglewood,Colorado.amunicipalcorporationorganizedunderthelawsofthestateofColorado(‘City’).CitydesiresthatConsultant,fromtimetotime,providecertainconsultingservices,systemsintegrationservices,dataconversionservices,trainingservices,and/orrelatedservicesasdescribedherein,andConsultantdesirestoperformsuchservicesonbehalfofCityonthetermsandconditionssetforthherein.Inconsiderationoftheforegoingandthetermshereinaftersetforthandothergoodandvaluableoonsideration,thereceiptandsufficiencyofwhichareherebyacknowledged,thepartieshereto,intendingtobelegallybound,agreeasfollows:1.Definitions.Thetermssetforthbelowshallbedefinedasfollows:(a)"IntellectualPropertyFlights‘shallmeananyandall(bywhatevernameortermknownordesignated)tangibleandIntangibleandnowknownorhereafterexisting(1)rightsassociatewithworksofauthorshipthroughouttheuniverse,includingbutnotlimitedtocopyrights,moralrights,andmask-works,(2)trademarkandtradenamerightsandsimilar?ghts,(3)tradesecretrights,(4)patents,designs,algorithmsandotherindustrialpropertyrights,(5)allotherintellectualandindustrialpropertyrights(ofeverykindandnaturethroughouttheuniverseandhoweverdesignated)(includinglogos,“rental”rightsandrightstoremuneration),whetherarisingbyoperationoflaw,contract,license,orotherwise.and(6)allregistrations,initialapplications,renewals,extensions,continuations,divisionsorreissueshereofnoworhereafterinforce(Includinganyrightsinanyoftheforegoing).(b)‘WorkProduct"shallmeanallpatents,patentapplications,Inventions,designs,maskworks,processes,methodologies,copyrightsandcopyrightableworks.tradesecretsIncludingcon?dentialiniormation,data,designs.manuals,trainingmaterialsanddocumentation.fomtulas,knowledgeofmanufacturingprocesses,methods,prices,financialandaccountingdata,productsandproductspecificationsandallotherIntellectualPropertyRightscreated.developedorprepared,documentedandlordeliveredbyConsultant.pursuanttotheprovisionoftheServices.2.StatementsofWork.Duringthetermhereofandsubjecttothetermsandconditionscontainedherein,Consultantagreestoprovide,onanasrequestedbasis,theconsultingservices,systemsintegrationservices,dataconversionservices,trainingservices,andrelatedservices(the“Services")asfurtherdescribedinScheduleA(the“StatementofWork")forCity,andinsuchadditionalStatementsofWorkasmaybe1000EngtewoodParkway,Englewood,Colorado30110-2373(303)762-2300www.eng|ewoodgov.orgi'\y\iI!r:lMrlll?tltSuvrwr\\\\'1‘i‘Page 229 of 364 executedbyeachofthepartiesheretofromtimetotimepursuanttothisAgreement.EachStatementofWorkshallspecifythescopeofwork.specifications.basisofcompensationandpaymentschedule,estimatedlengthoftimerequiredtocompleteeachStatementofWork,includingtheestimatedstartlfinishdates,andotherrelevantinformationandshallincorporatealltermsandconditionscontainedinthisAgreement3.PerformanceofServices.(a)Performance.ConsultantshallperformtheServicesnecessarytocompleteallprojectsoutlinedInaStatementofWorkinatimelyandprofessionalmannerconsistentwiththespecifications,ifany.setforthintheStatementofWork,andinaccordancewithindustrystandards.Consultantagreestoexercisethehighestdegreeofprofessionalism,andtoutilizeitsexpertiseandcreativetalentsincompletingtheprojectsoutlinedInaStatementofWork.(h)Delays.ConsultantagreestonotifyCitypromptlyofanyfactor,occurrence,oreventcomingtoitsattentionthatmayaffectConsu|tant’sabilitytomeettherequirementsoftheAgreement,orthatislikelytooccasionanymaterialdelayincompletionoftheprojectscontemplatedbythisAgreementoranyStatementofWork.Suchnoticeshallbegivenintheeventofanylossorreassignmentofkeyemployees.threatofstrike,ormajorequipmentfailure.TimeisexpresslymadeoftheessencewithrespecttoeachandeverytermandprovisionofthisAgreement.(c)Discrepancies.IfanythingnecessaryfortheclearunderstandingoftheServiceshasbeenomittedfromtheAgreementspecificationsoritappearsthatvenousinstructionsareinconflict.ConsultantshallsecurewritteninstructionsfromCity'sprojectdirectorbeforeproceedingwiththeperformanceoftheServicesaffectedbysuchomissionsordiscrepancies.4.InvoicesandPayment.UnlessotherwiseprovidedInaStatementofWork,CityshallpaytheamountsagreedtoinaStatementofWorkwithinthirty(30)daysfollowingtheacceptancebyCityoitheworkcalledforinaStatementofWorkbyCity.AcceptanceproceduresshallbeoutlinedintheStatementofWork.ifCitydisputesalloranyportionofaninvoiceforcharges,thenCityshallpaytheundisputedportionoftheinvoicebytheduedateandshallprovidethefollowingnotificationvvlthrespecttothedisputedportionoftheinvoice.CityshallnotifyConsultantassoonaspossibleofthespecificamountdisputedandshallprovidereasonabledetailastothebasisforthedispute.Thepartiesshallthenattempttoresolvethedisputedportionofsuchinvoiceassoonaspossible.Uponresolutionofthedisputedportion,CityshallpaytoConsultanttheresolvedamount.5.Taxes.Cityisnotsubiecttotaxation.Nofederalorothertaxes(excise,luxury,transportation,sales.etc.)shallbeincludedInquotedprices.CityshallnotbeobligatedtopayorreimburseConsultantforanytaxesattributabletothesaleofanyServiceswhichareimposedonormeasuredbynetorgrossIncome,capital,networth,franchise,privilege.anyothertaxes.orassessments,noranyoftheforegoingimposedonorpayablebyConsultant.UponwrittennotificationbyCityandsubsequentverificationbyConsultant,Consultantshall‘reimburseorcredit,asapplicable,Cityinatimelymanner,foranyandalltaxeserroneouslypaidbyCity.CityshallprovideConsultantwith.andConsultantshallacceptIngoodfaith.resale,directpay,orotherexemptioncertificates,asapplicable.6.outofPocketExpenses.ConsultantshallbereimbursedonlyforexpenseswhichareexpresslyprovidedforinaStatementofWorkorwhichhavebeenapprovedinadvanceinwritingbyCity,providedConsultanthasfurnishedsuchdocumentationforauthorizedexpensesasCitymayreasonablyrequest.1000EngiewoodParkway,Englewood,Colorado50110-2373(303)762-2300www,eng|ewoodgov.orgrmmz2:t...»....»\u1ipm\\U~\'I'['Page 230 of 364 7.Audits.ConsultantshallprovidesuchemployeesandindependentauditorsandinspectorsasCitymaydesignatewithreasonableaccesstoallsitesfromwhichServicesareperformedforthepurposesofperformingauditsorinspectionsofConsultant'soperationsandcompliancewiththisAgreement.Consultantshallprovidesuchauditorsandinspectorsanyreasonableassistancethattheymayrequire.SuchauditsshallbeconductedinsuchawaysothattheSen/icesorservicestoanyothercustomerofConsultantarenotimpactedadversely.8.TermandTermination.ThetermofthisAgreementshallcommenceontheEffectiveDate,asfirstabovewritten,andshallcontinueforoneyear,unlessthisAgreementistenninatedasprovidedinthisSection8.Attheendoftheinitialoneyearperiod,thepartiesmayextendthisAgreementbytheexecutionofarenewalamendmentextendingtheAgreementforanadditionaloneyearperiod.SuchrenewalshallbeaccompaniedbyanewStatementofWorkandanacknowledgementbythepartiestherenewalwillincorporatealloftheoriginaltermsandconditionsofthisAgreement.(a)Convenience.Citymay,withoutcauseandwithoutpenalty,terminatetheprovisionofServicesunderanyorallStatementsofWorkuponthirty(30)dayspriorwrittennotice.Uponsuchtermination,Cityshall,uponreceiptofaninvoicefromConsultant,payConsultantforServicesactuallyrenderedpriortotheeffectivedateofsuchtermination.ChargeswillbebasedontimeexpendedforallincompletetasksaslistedintheapplicableStatementofWork.andallcompletedtaskswillbechargedasindicatedintheapplicableStatementofWork.(b)NoOutstandingStatementsofWork.EitherpartymayterminatethisAgreementbyprovidingtheotherpartywithatleastthirty(30)dayspriorwrittennoticeoftennlnatloniftherearenooutstandingStatementsofWork.(c)MaterialBreach.ifeitherpartymateriallydefaultsintheperformanceofanytennoiaStatementofWorkorthisAgreementwithrespecttoaspecificStatementofWork(otherthanbynonpayment)anddoesnotsubstantiallycuresuchdefaultwithinthirty(30)daysafterreceivingwrittennoticeofsuchdefault,thanthenon-defaultingpartymayterminatethisAgreementoranyoralloutstandingStatementsofWorkbyprovidingten(10)dayspriorwrittennoticeofterminationtothedefaultingparty.(d)BankruptcyorInsolvency.EitherpartymayterminatethisAgreementeffectiveuponwrittennoticestatingitsintentiontoterminateintheeventtheotherparty:(1)makesageneralassignmentofallorsubstantiallyallofitsassetsforthebenefitofitscreditors;(2)appliesfor,consentsto,oracquiescesintheappointmentofareceiver,trustee,custodian,orliquidatorforitsbusinessorallorsubstantiallyallofitsassets;(3)files,orconsentstooracquiescesin.apetitionseekingrelieforreorganizationunderanybankmptcyorInsolvencylaws;or(4)filesapetitionseekingrelieforreorganizationunderanybankruptcyorinsolvencylawsisfiledagainstthatotherpartyandisnotdismissedwithinsixty(60)daysafteritwasfiled.(e)TABOR.ThepanlesunderstandandacknowledgethateachpartyissublecttoArticleX,§20oftheColoradoConstitution('TABOFi").ThepartiesdonotintendtoviolatethetermsandrequirementsofTABORbytheexecutionofthisAgreement.ItisunderstoodandagreedthatthisAgreementdoesnotcreateamulti-fiscalyeardirectorIndirectdebtorobliga?onwithinthemeaningofTABORand,notwithstandinganythinginthisAgreementtothecontrary,allpaymentobligationsofCityareexpresslydependentandconditioneduponthecontinuingavailabilityoffundsbeyondthetennofCity‘scurrentfiscalperiodendinguponthenextsucceedingDecember31.l-‘rnanciaiobligationsofCitypayableafterthecurrentfiscalyeararecontingentuponfundsforthat1000EnglewoodParkway,Englewocd,Colorado80110-2373(303)762-2300www.englewoodgov.orgmmIt\...i_.r.W..."\«tVifl-Page 231 of 364 purposebeingappropriated,budgeted,andothenulsemadeavailableinaccordancewiththerules,regulations,andresolutionsofCityandapplicablelaw.Uponthefailuretoappropriatesuchfunds,thisAgreementshallbedeemedterminated.(f)ReturnofProperty.UponterminationofthisAgreement,bothpartiesagreetoreturntotheotherallproperty(includinganyConfidentialinformation,asdefinedinSection11)oftheomerpartythatitmayhaveinitspossessionorcontrol.9.CityObligations.CitywillprovidetimelyaccesstoCitypersonnel,systemsandinformationrequiredforConsultanttoperformitsobligationshereunder.CityshallprovidetoConsultant'semployeesperformingitsobligationshereunderatCity'spremises,withoutcharge,areasonableworkenvironmentincompliancewithallapplicablelawsandregulations,includingofficespace,furniture,telephoneservice,andreproduction,computer,facsimile,secretarialandothernecessaryequipment,supplies,andservices.WithrespecttoallthirdpartyhardwareorsoftwareoperatedbyoronbehalfofCity,Cityshall,atnoexpensetoConsultant,obtainallconsents,licensesandsubiicensesnecessaryforConsultanttoperformundertheStatementsofWorkandshallpayanyfeesorothercostsassociatedwithobtainingsuchconsents,licenseeandsublicenses.10.Staff.ConsultantisanindependentconsultantandneitherConsultantnorConsultant’sstaffis,orshallbedeemedtobeemployedbyCity.CityisherebycontractingwithConsultantfortheServicesdescribedinaStatementofWorkandConsultantreservestherighttodeterminethemeti1od,mannerandmeansbywhichtheServiceswillbeperformed.TheServicesshallbeperformedbyConsultantorConsultant'sstaff,andCityshallnotberequiredtohire,superviseorpayanyassistantstohelpConsultantperformtheServicesunderthisAgreement.ExcepttotheextentthatConsultant'sworkmustbeperformedonorwithCity’scomputersorCity'sexistingsoftware.allmaterialsusedinprovidingtheServicesshallbeprovidedbyConsultant.11.ConfidentialInformation.(a)Obligations.Eachpartyheretomayreceivefromtheotherpartyinfon-nationwhichrelatestotheotherparty'sbusiness,research,development,tradesecretsorbusinessaffairs("ConfidentialInformation").SubjecttotheprovisionsandexceptionssetforthintheColoradoOpenRecordsAct.CRSSection24-72-201et.seq.,eachpartyshallprotectallConfidentialinformationoftheotherpartywiththesamedegreeofcareasitusestoavoidunauthorizeduse.disclosure.publicationordisseminationofitsownconfidentialinformationofasimilarnature,butInnoeventlessthanareasonabledegreeofcare.Withoutlimitingthegeneralityoftheforegoing,eachpartyheretoagreesnottodiscloseorpermitanyotherpersonorentityaccesstotheotherparty'sConfidentialInformationexceptsuchdisclosureoraccessshallbepermittedtoanemployee,agent.representativeorindependentconsultantofsuchpartyrequiringaccesstothesameinordertoperformhisorheremploymentorservices.Eachpartyshallinsurethattheiremployees,agents.representatives.andindependentconsultantsareadvisedoftheconfidentialnatureoftheConfidentialInformationandareprecludedfromtakinganyactionprohibitedunderthisSection11.Further,eachpartyagreesnottoalterorremoveanyidentification,copyrightorotherproprietaryrightsnoticewhichindicatestheownershipofanypartofsuchConfidentialinformationbytheotherparty.Apartyheretoshallundertaketoimmediatelynotifytheotherpartyinwritingofallcircumstancessurroundinganypossession,useorknowledgeofConfidentialInformationatanylocationorbyanypersonorentityotherthanthoseauthorizedbythisAgreement.Notwithstandingtheforegoing,nothinginthisAgreementshallrestricteitherpartywith1000EnglewoodParkway,Englewood,Colorado30110-2375(303)762-2300www.eng|ewoodgov.orgrwni2|\I;il|lI4l\'s..,......u‘\\’tl‘Page 232 of 364 respecttoinfonnationordataidenticalorsimilartothatcontainedintheConfidentialInformationoftheotherpartybutwhich(1)thatpartyrightfullypossessedbeforeitreceivedsuchinfomiatlonfromtheotherasevidencedbywrittendocumentation;(2)subsequentlybecomespubliclyavailablethroughnofaultofthatparty;(3)issubsequentlyfurnishedrightfullytothatpartybyathirdpartywithoutrestrictionsonuseordisclosure;or(4)isrequiredtobedisclosedbylaw,providedthatthedisclosingpartywillexercisereasonableeffortstonotifytheotherpartypriortodisclosure.(b)Know-How.FortheavoidanceofdoubtneitherCitynorConsultantshallbepreventedfrommakinguseofknow-howandprincipleslearnedorexperiencegainedofanon-proprietaryandnon—confidentiaInature.(c)Remedies.Eachofthepartiesheretoagreethatif,theirofficers.employeesoranyoneobtainingaccesstotheCon?dentialInformationoftheotherpartyby,throughorunderthem,breachesanyprovisionofthisSection11,thenon-breachingpartyshallbeentitledtoanaccountingandrepaymentofallprofits.compensation,commissions.remuneratlonsandbenefitswhichthebreachingparty,itsofficersoremployeesdirectlyorindirectlyrealizeormayrealizeasaresultoforgrowingoutof,orinconnectionwithanysuchbreach.inadditionto,andnotinlimitationoftheforegoing,intheeventofanybreachofthisSection11.thepartiesagreethatthenon-breachingpartywillsufferirreparableharmandthatthetotalamountofmonetarydamagesforanysuchinjurytothenon-breachingpartyarisingfromaviolationofthisSection11wouldbeimpossibletocalculateandwouldthereforebeanInadequateremedyatlaw.Accordingly,thepartiesagreethatthenon-breachingpartyshallbeentitledtotemporaryandpermanentinjunctivereliefagainstthebreachingparty,itsofficersoremployeesandsuchotherrightsandremediestowhichthenon-breachingpartymaybeentitledtoatlaw,inequityorunderthisAgreementforanyviolationofthisSection11.TheprovisionsofthisSection11shallsurvivetheexpirationorterminationofthisAgreementforanyreason.12.ProjectManagers.EachpartyshalldesignateoneofitsemployeestobeitsProjectManagerundereachStatementofWork,whoshallactforthatpartyonallmattersundertheStatementofWork.EachpartyshallnotifytheotherinwritingofanyreplacementofaProjectManager.TheProjectManagersforeachStatementofWorkshallmeetasoftenaseitheronerequeststoreviewthestatusoftheStatementofWork.13.Warranties.(a)Authority.Consultantrepresentsandwarrantsthat:(1)Consultanthasthefullcorporateright,powerandauthoritytoenterintothisAgreementandtoperformtheactsrequiredofithereunder;(2)theexecutionofthisAgreementbyConsultant,andtheperfonnancebyConsultantofitsobligationsanddutieshereunder,donotandwillnotviolateanyagreementtowhichConsultantisapartyorbywhichitisotherwiseboundunderanyapplicablelaw,ruleorregulation:(3)whenexecutedanddeliveredbyConsultant,thisAgreementwillconstitutethelegal,validandbindingobligationofsuchparty,enforceableagainstsuchpartyinaccordancewithitsterms;and(4)Consultantacknowledgesthatcitymakesnorepresentations,warrantiesoragreementsrelatedtothesubjectmatterhereofthatarenotexpresslyprovidedforinthisAgreement(b)ServiceWarranty.Consultantwarrantsthatitsemployeesandconsultantsshallhavesufficientskill,knowledge.andtrainingtoperformServicesandthattheServicesshallbeperformedinaprofessionalandworkmanlikemanner.(c)Personnel.Unlessaspeci?cnumberofemployeesissetforthintheStatementofWork,Consultantwarrantsitwill1000EnglewoodParkway,Englewood.Colorado80110-2373(303)762-2300www.engle'woodgov.orgtmvum\i:iIv.JIL*s..,.,.».ixuvri»Page 233 of 364 providesufficientemployeestocompletetheServicesorderedwithintheapplicabletimeframesestablishedpursuanttothisAgreementorassetforthintheStatementofWork.DuringthecourseofperformanceofServices,Citymay,foranyornoreason,requestreplacementofanemployeeoraproposedemployee.insuchevent,Consultantshall,withinfive(5)workingdaysofreceiptofsuchrequestfromCity,provideasubstituteemployeeofsufficientskill,knowledge,andtrainingtoperformtheapplicableServices.OonsultantshallrequireemployeesprovidingServicesataCitylocationtocomplywithapplicableCitysecurityandsafetyregulationsandpolicies.(:1)CompensationandBene?ts.Consultantshallprovideforandpaythecompensationofemployeesandshallpayalltaxes,contributions,andbenefits(suchas,butnotlimitedto,workers’compensationbenefits)whichanemployerisrequiredtopayrelatingtotheemploymentofemployees.CityshallnotbeliabletoConsultantortoanyemployeeforConsultant'sfailuretoperformitscompensation,benefit,ortaxobligations.Consultantshallindemnify,defendandholdCityharmlessfromandagainstallsuchtaxes,contributionsandbenefitsandwillcomplywithallassociatedgovernmentalregulations,Includingthefilingofallnecessaryreportsandreturns.14.Indemnification.(a)ConsultantIndemnification.Consultantshallindemnify,defendandholdharmlessCity,itsdirectors.of?cers,employees,andagentsandtheheirs.executors,successors,andpermittedassignsofanyoftheforegoing(the"Cityindemnitees")fromandagainstalllosses,claims,obligations,demands,assessments,linesandpenalties(whethercivilorcriminal),liabilities,expensesandcosts(includingreasonablefeesanddisbursementsoflegalcounselandaccountants),bodilyandotherpersonalinjuries,damagetotangibleproperty,andotherdamages,ofanykindornature,sufferedorincurredbyaCitylndemniteedirectlyorindirectlyarisingfromorrelatedto‘(1)anynegligentorintentionalactoremissionbyConsultantoritsrepresentativesintheperformanceofConsultant'sobligationsunderthisAgreement,or(2)anymaterialbreachinarepresentation,warranty,covenantorobligationofConsultantcontainedinthisAgreement.(b)Infringement.Consultantwillindemnify,defend,andholdCityhamtlessfromalllndemnifiableLossesarisingfromanythirdpartyclaimsthatanyWorkProductormethodologysuppliedbyConsultantinfringesormisappropriatesanyIntellectualPropertyrightsofanythirdparty;provided,however,thattheforegoingIndemnificationobligationshallnotapplytoanyallegedInfringementormisappropriationbasedon:(1)useoftheWorkProductincombinationwithproductsorservicesnotprovidedbyConsultanttotheextentthatsuchinfringementormisappropriationwouldhavebeenavoidedifsuchotherproductsorsenllceshadnotbeenused;(2)anymodificationorenhancementtotheWorkProductmadebyCityoranyoneotherthanConsultantoritssub-consultants;or(3)useoftheWorkProductotherthanaspermittedunderthisAgreement.(c)IndemnificationProcedures.NotwithstandinganythingelsecontainedInthisAgreement,noobligationtoindemnifywhichissetforthinthisSection14shallapplyunlessthepartyclaimingindemnificationnotifiestheotherpartyassoonaspracticabletoavoidanyprejudiceintheclaim,suitorproceedingofanymattersinrespectofwhichtheindemnitymayapplyandofwhichthenotifyingpartyhasknowledgeandgivestheotherpartytheopportunitytocontroltheresponsetheretoandthedefensethereof;provided,however,thatthepartyclaimingindemnificationshallhavetherighttoparticipateinanylegalproceedingstocontestanddetendaclaimforIndemnificationinvolvingathirdpartyandtoberepresentedby1000EnglewoodParkway,Englewood.Colorado801102373(303)762-2300www.englewocdgov.orgrvwmumum:5Il(|[l|l\iuvrrPage 234 of 364 itsownattomeys,allatsuchparty'scostandexpense;providedfurther,however.thatnosettlementorcompromiseofanassertedthirdpartyclaimotherthanthepaymentlmoneymaybemadewithoutthepriorwrittenconsentofthepartyclaimingindemnification.(cl)Immunity.City,itsofficers,anditsemployees,arerelyingon,anddonotwaiveorintendtowaivebyanyprovisionofthisAgreement,themonetarylimitationsoranyotherrights,immunities,andprotectionsprovidedbytheColoradoGovernmentalImmunityAct,C.H.S.24-10-101etseq.,asfromtimetotimeamended.orotherwiseavailabletoCity,itsofficers.oritsemployees.15.Insurance.(a)Requirements.ConsultantagreestokeepInfullforceandeffectandmaintainatitssolecostandexpensethefollowingpoliciesofinsuranceduringthetermofthisAgreement:(1)TheConsultantshallcomplywiththeWorkers’CompensationActofColoradoandshallprovidecompensationinsurancetoprotecttheCityfromandagainstanyandallWorkers’Compensationclaimsarisingfromperfonnanceoftheworkunderthiscontract.Workers’Compensationinsurancemustcoverobligationsimposedbyapplicablelawsforanyemployeeengagedinmeperiorrnanceofworkunderthiscontract,aswellastheEmployers‘Liabilitywithintheminimumstatutorylimits.(2)CommercialGeneralLiabilityInsuranceandautoliabilityinsurance(includingcontractualliabilityinsurance)providingcoverageforbodilyinjuryandpropertydamagewithacombinedsinglelimitofnotlessthanthreemilliondollars($3,000,000)peroccurrence.(3)ProlessionalLiability/ErrorsandOmissionsInsurancecoveringacts,errorsandomissionsarisingoutofConsultantsoperationsorServicesinanamountnotlessthanonemilliondollars($1,000,000)peroccurrence.(4)EmployeeDishonestyandComputerFreudInsurancecoveringlossesarisingoutoforinconnectionwithanyfraudulentordishonestactscommittedbyConsultantpersonnel,actingaloneorwithothers,inanamountnotlessthanonemilliondollars($1,000,000)peroccurrence.(in)ApprovedCompanies.Allsuchinsuranceshallbeprocuredwithsuchinsurancecompaniesofgoodstanding,permittedtodobusinessinthecountry,stateorterritorywheretheServicesarebeingperformed.(c)Certificates.ConsultantshallprovideCitywithcertificatesofinsuranceevidencingcompliancewiththisSection15(includingevidenceofrenewalofinsurance)signedbyauthorizedrepresentativesoftherespectivecarriersforeachyearthatthisAgreementisineffect.CertificatesofinsurancewilllisttheCityofEnglewoodasanadditionalinsured.Eachcertillcateofinsuranceshallprovidethattheissuingcompanyshallnotcancel,reduce,orotherwisemateriallychangetheinsuranceaffordedundertheabovepoliciesunlessthirty(30)days’noticeofsuchcancellation,reductionormaterialchangehasbeenprovidedtoCity.16.RightsInWorkProduct.(a)Generally.ExceptasspecificallyagreedtothecontraryinanyStatementofWork,allIntellectualPropertyRightsinandtotheWorkProductproducedorprovidedbyConsultantunderanyStatementofWorkshallremainthepropertyofConsultant.WithrespecttotheWorkProduct.ConsultantunconditionallyandirrevocablygrantstoCityduringthetermofsuchintellectualPropertyRights.anon-exclusive,irrevocable,perpetual,worldwide,fullypaidandroyalty-treelicense,toreproduce,createderivativeworksof.distribute,publiclyperformandpubliclydisplay1000EnglerwoodParkway,Englewoad,Colorado80110-2373(303)762-2300www.engIewoodgov.orgrwix1:mm.Ml],..um\-rrPage 235 of 364 byallmeansnowknownorlaterdeveloped,suchIntellectualpropertyRights.(b)Know-How.Notwithstandinganythingtothecontraryherein,eachpartyanditsrespectivepersonnelandconsultantsshallbetreetouseandemployitsandtheirgeneralskills.know-how,andexpertise,andtouse,disclose,andemployanygeneralizedideas,concepts,know-how,methods,techniques,orskillsgainedorlearnedduringthecourseofanyassignment,solongasitortheyacquireandapplysuchinformationwithoutdisclosureofanyConfidentialInformationoftheotherP3"!!-17.RelationshipofParties.Consultantisactingonlyasanindependentconsultantanddoesnotundertake,bythisAgreement,anyStatementofWorkorotherwise,toperformanyobligationofCity,whetherregulatoryorcontractual,ortoassumeanyresponsibilityforCity'sbusinessoroperations.Neitherpartyshallactorrepresentitself,directlyorbyimplication,asanagentoftheother,exceptasexpresslyauthorizedinaStatementofWork.18.completeAgreement.ThisAgreementcontainstheentireagreement,includingallExhibits,StatementsofWorkandotherAttachmentsthathavebeenexecutedbytheparties,andareattachedheretoandmadeapartofthisAgreement.19.ApplicableLaw.ConsultantshallcomplywithallapplicablelawsinperformingSen/IcesbutshallbeheldharmlessforviolationofanygovernmentalprocurementregulationtowhichitmaybesubjectbuttowhichreferenceisnotmadeintheapplicableStatementofWork.ThisAgreementshallbeconstruedinaccordancewiththelawsofthestateatColorado.AnyactionorproceedingbroughttointerpretorenforcetheprovisionsofthisAgreementshallbebroughtbeforethestateorfederalcourtsituatedinArapahoeCounty,Coloradoandeachpartyheretoconsentstojurisdictionandvenuebeforesuchcourts.(a)AttorneyFees.intheeventthateitherpartytothisAgreementshallcommenceanyactionagainsttheotherpartyarisingoutoforinconnectionwiththisAgreement,orcontestingthevalidityoftheAgreementoranyprovisionofthisAgreement.theprevailingpartyshallbeentitledtorecoverfromtheotherpartyreasonableattorney'sfeesandrelatedcosts,feesandexpensesincurredbytheprevailingpartyinconnectionwithsuchactionorproceeding.20.ScopeofAgreement.IfthescopeofanyprovisionsofthisAgreementistoobroadInanyrespectwhatsoevertopennitenforcementtoitsfullestextent,thensuchprovisionshallbeenforcedtothemaximumextentpermittedbylaw,andthepartiesheretoconsenttoandagreethatsuchscopemaybejudiciallymodifiedaccordinglyandthatthewholeofsuchprovisionofthisAgreementshallnottherebyfail,butthatthescopeofsuchprovisionshallbecurtailedonlytotheextentnecessarytoconfonntolaw.21.Additionalwork.AfterreceiptofaStatementofWork,City,withConsultant'sconsent,mayrequestConsultanttoundertakeadditionalworkwithrespecttosuchStatementofWork.insuchevent.CityandConsultantshallexecuteanaddendumtotheStatementofWorkspecifyingsuchadditionalworkandthecompensationtobepaidtoconsultantforsuchadditionalwork.22.Sub-consultants.ConsultantmaynotsubcontractanyoftheServicestobeprovidedhereunderwithoutthepriorwrittenconsentofCity.Intheeventofanypennittedsubcontracting,theagreementwithsuchthirdpartyshallprovidethat,withrespecttothesubcontractedwork,suchsub-consultantshallbesubjecttoalloftheobligationsofConsultantspecifiedinthisAgreement.23.Notices.AnynoticeprovidedpursuanttothisAgreementshallbeinwritingtothepartiesattheaddressessetforthbelowandshallbedeemedgiven(1)itbyhanddelivery,1000EngiewoodParkway.Engtewocd,Colorado60110-2373(303)762-2300www.englewocdgov.orgl'\.'t.’l)l-ItMm...\u|Ip<ttW\1"'Page 236 of 364 uponreceiptthereof,(2)three(3)daysafterdepositintheUnitedStatesmails.postageprepaid,certifiedmail.returnreceiptrequestedor(3)one(1)dayafterdepositwithanationally-recognizedovernightcourier,specifyingovernightprioritydelivery.EitherpartymaychangeitsaddressforpurposesofthisAgreementatanytimebygivingwrittennoticeofsuchchangetotheotherpartyhereto.24.Assignment.ThisAgreementmaynotbeassignedbyConsultantwithoutthepriorwrittenconsentofCity.Exceptfortheprohibitionofanassignmentcontainedintheprecedingsentence,thisAgreementshallbebindinguponandinuretothebenefitoftheheirs,successorsandassignsofthepartieshereto.25.ThirdPartyBene?ciaries.ThisAgreementisenteredintosolelyforthebene?tofthepartiesheretoandshallnotconferanyrightsuponanypersonorentitynotapartytothisAgreement.26.Headings.ThesectionheadingsinthisAgreementaresolelyforconvenienceandshallnotbeconsideredinitsinterpretation.TherecitalssetforthonthefirstpageofthisAgreementareincorporatedintothebodyofthisAgreement.TheexhibitsreferredtothroughoutthisAgreementandanyStatementofWorkpreparedinconformancewiththisAgreementareincorporatedintothisAgreement.27.Waiver.ThefailureofeitherpanyatanytimetorequireperiorrnancebytheotherpartyofanyprovisionofthisAgreementshallnoteffectinanywaythefullrighttorequiresuchperformanceatanysubsequenttime;norshallthewaiverbyeitherpartyofabreachofanyprovisionofthisAgreementbetakenorheldtobeawaiveroftheprovisionitself.28.ForceMaleure.ifperformancebyConsultantoianyserviceorobligationunderthisAgreementisprevented,restricted,delayedorinterferedwithbyreasonoflabordisputes,strikes,actsofGod,floods,lightning.severeweather.shortagesofmaterials,rationing,utilityorcommunicationsfailures,earthquakes,war.revolution,civilcommotion,actsofpublicenemies,blockade,embargooranylaw,order,proclamation,regulation,ordinance,demandorrequirementhavinglegaleffectofanygovernmentalorjudicialauthorityorrepresentativeofanysuchgovemment,oranyotheractwhethersimilarordissimilartothosereferredtointhisclause,whicharebeyondthereasonablecontrolofConsultant,thenConsultantshallbeexcusedfromsuchperformancetotheextentofsuchprevention.restriction,delayorinterference.ittheperiodofsuchdelayexceedsthirty(30)days,Citymay,withoutliability,terminatetheaffectedStatementofWork(s)uponwrittennoticetoConsultant.29.TimeofPerformance.TimeisexpresslymadeoftheessencewithrespecttoeachandeverytermandprovisionofthisAgreement.30.Permits.Consultantshallatitsownexpensesecureanyandalllicenses,permitsorcertificatesthatmayberequiredbyanyfederal,stateorlocalstatute,ordinanceorregulationfortheperformanceoftheServicesundertheAgreement.ConsultantshallalsocomplywiththeprovisionsofallApplicableuawsinperforrnlngtheServicesundertheAgreement.AtitsownexpenseandatnocosttoCity,Consultantshallmakeanychange,alterationormodificationthatmaybenecessarytocomplywithanyApplicableLawsthatConsultantfailedtocomplywimatthetimeofperformanceoftheServices.31.MediaReleases.ExceptforanyannouncementintendedsolelyforinternaldistributionbyConsultantoranydisclosurerequiredbylegal,accounting,orregulatoryrequirementsbeyondthereasonablecontrolofConsultant,allmediareleases,publicannouncements,orpublicdisclosures(including,butnotlimitedto,promotionalor1000EngiewoodParkway,Englewood,Colorado80110-2373(303)762-2300www.englewoodgov.orgrwis-LI\t;lI\A.AK4.'s.:,..-,.www-Page 237 of 364 marketingmaterial)byConsultantoritsemployeesoragentsrelatingtothisAgreementoritssubjectmatter,orincludingthename.trademark,orsymbolofCity,shallbecoordinatedwithandapprovedinwritingbyCitypriortothereleasethereof.ConsultantshallnotrepresentdirectlyorindirectlythatanyServicesprovidedbyConsultanttoCityhasbeenapprovedorendorsedbyCityorIncludethename,trademark,orsymbolofCityonalistofConsultant'scustomerswithoutCity'sexpresswrittenconsent.32.NonexclusiveMarketandPurchaseRights.ItisexpresslyunderstoodandagreedthatthisAgreementdoesnotgranttoConsultantanexclusiverighttoprovidetoCityanyoralloftheServicesandshallnotpreventCityfromacquiringfromothersupplierssen/icessimilartotheServices.ConsultantagreesthatacquisitionsbyCitypursuanttothisAgreementshallneitherrestricttherightofcitytoceaseacquiringnorrequireCitytocontinueanylevelofsuchacquisitions.EstimatesorforecastsfurnishedbyCitytoConsultantpriortoorduringthetermofthisAgreementshallnotconstitutecommitments.33.Survival.TheprovisionsofSections5,8(9),10.11.13,14,16,17,19,23.25and31shallsurviveanyexpirationorterminationforanyreasonofthisAgreement.34.VerificationofCompliancewithC.R.S.8-17.5-101ET.SEO.RegardingHiringofIllegalAliens:(a)Employees,Consultantsandsub-consultants:ConsultantshallnotknowinglyemployorcontractwithanillegalalientoperformworkunderthisContract.Consultantshallnotcontractwithasub-consultantthatfailstocertifytotheConsultantthatthesub-consultantwillnotknowinglyemployorcontractwithanillegalalientoperformworkunderthisContract.[CR38-17.5-102(2)(a)(l)&(II).](b)Verification:ConsultantwillparticipateineithertheE-VerifyprogramortheDepartmentprogram.asdefinedinC.Fi.S.B-17.5-101(3.3)andB-17.5-101(3.7),respectively,inordertoconfirmtheemploymenteligibilityofallemployeeswhoarenewlyhiredforemploymenttoperformworkunderthispubliccontractforservices.ConsultantisprohibitedfromusingtheE-VerifyprogramortheDepartmentprogramprocedurestoundertakepre-employmentscreeningofjobapplicantswhilethiscontractisbeingperformed.(c)DutytoTerminateaSubcontract:itConsultantobtainsactualknowledgethatasub-consultantperlomlingworkunderthisContractknowinglyemploysorcontractswithanillegalalien,theConsultantshall;(1)notifythesub-consultantandtheCitywithinthreedaysthattheConsultanthasactualknowledgethatthesub-consultantisemployingorcontractingwithanillegalalien;and(2)terminatethesubcontractwiththesub-consultantit,withinthreedaysofreceivingnoticerequiredpursuanttothisparagraphthesub-consuitantdoesnotstopemployingorcontractingwiththeillegalalien;exceptthattheConsultantshallnotterminatethecontractwiththesub-consultantifduringsuchthreedaysthesub-consultantprovidesinformationtoestablishthatthesulrconsultanthasnotknowinglyemployedorcontractedwithanillegalalien.(cl)DutytoComplywithStateInvestigation:ConsultantshallcomplywithanyreasonablerequestoftheColoradoDepartmentoiLaborandEmploymentmadeinthecourseoianinvestigationbythattheDepartmentisundertakingpursuanttoC.Fl.S.e-17.5-102(5)I000EngiewoodParkway,Englewood,Colorado50110-2373(303)762-2300www.angIewoodgov.crgr-win:4\t.llW.AiI‘ctmwrtwmrvPage 238 of 364 (e)DamagesforBreachoi‘Contract:TheCitymaytenninatethiscontractforabreachoicontract,inwholeorinpart,duetoConsultant'sbreachofanysectionofthisparagraphorprovisionsrequiredpursuanttoCH5B-17.5402.ConsultantshallbeliableforactualandconsequentialdamagestotheCityinadditiontoanyotherlegalorequitableremedytheCitymaybeentitledtoforabreachofthisContractunderthisParagraph34.1000EngleiwuodParkway,Englewoad,Colorado80110-2373(303)762-2300www.engleweodgnv.ergl'~MlK-2|NgilllulxHi;i|miL\K\\Yl'Page 239 of 364 INWITNESSWHEREOF,thepartiestothisAgreementhavecausedittobeexecutedbytheirauthorizedof?cersasofthedayandyearfirstabovewritten.ThisAgreementmaybeexecutedincounterparts,eachofwhlchshallbedeemedanoriginal.butallofwhichtogethershallconstituteoneandthesameinstrument.CITYOFENGLEWOOD,COLORADOBy:Date:(?npanmenlDlronlor)By:Dale:[Ellyrnanagar)By:Date:(Mayor)ATTEST:CityClerk/\t’fé["/9/{JL!(CDIISUHHIIKNEWS)23%/7/25?’4'1‘*¥jA”?//+‘J7///,512%/7/4:’;“%“"“‘,/.,~L/An:(FrInlNamn)’),',.Title://Date-5/wooEnglewoodParkwayEnglewuud.Coloradoam10.2373raoa)752.2300wwwenglewuadgovnrgPage 240 of 364 1.SCHEDULEAOUTLINEOFSTATEMENTOFWORKGENERALStatementofworkforprolesslonalservicesbetweentheLittleton/EnglewoodWastewaterTreatmentPlant(L/EWWTP)andLabworksLLCandherebyenteringintoacontractwithLabworks.ThisdocumentoutlinesthescopeofworkanddeliverablesforLabworksandthepaymentscheduleandbudgettobepaidtoLabworksfortheservicesprovidedtotheLIEWWTP.NAMES,PHONENUMBERSANDEMAILSOFPROJECTCOORDINATOFISClaudiaLukacc|ukac@labworks.oomB44-452-2967SUMMARYOFPURPOSEFORSTATEMENTOFWORKLABWORKSAssistSupportPlanRenewalprovidesafundamentalleveloisupportservicesIorLABWORKS.Theplanincludesthefollowing:LicenseSoftwareandDocumentationUpdates(excludingBartender&CrystalReportsSoftware);800SupportNumber,TelephoneHelpDesk;EmailSupport;RemoteSupportSessions:EscalationProcessandaccesstoLABWORKSwebinersandworkshops.EQUIPMENTANDPROGRAMMINGTOBEPROVIDEDBYCITY(IFANY)NoneOTHERCONSULTANTRESOURCESNoneDESCRIPTIONOFWORKPRODUCTANDDELIVEFIABLESTheAssistSupportPlanprovidesprolessionalservioessupportincludingupdates(notupgrades),helpdesksupport,remotesupportandeducation.Inadditiontotheannualassistsupportplan,Labworkswillprovidethreedaysofonsiteprolessionalprogrammingservicestobeutilizedduringthesupportyearfortheinstallationoflatestversionoisoftware.ThisincludestravelexpensesforoneLabworksSpecialistandtheve.Bsoftware.Specialistwillreview,testandtrainsta?duringonslteprogramming.1000EnglewoodParkway.Englewoud.Colorado80110-2373(303)762-2300www.englewoodgov.orgHw],l.\ull\A.J1As..,>...umm-Page 241 of 364 7.SPECIALTERMS,IFANYCustomerelectselectronicdeliveryONLYofsoftwareproductstothedesignatedcontactlistedabove.MaintenanceFeesarepayableinadvance,withpaymentdueNet30daysfromdateofinvoice/delivery.8.MODEOFPAYMENTCheck.Pleasesubmityourpurchaseordertolinance@labworks.camandtotheaccountrepresentativeatthetopofthequote.9.PAYMENTSCHEDULECitywillpayConsultantfortheworkinaccordancewiththefollowingpaymentschedule.AllpaymentstoConsultantarecontingentonConsultant'ssatisfyingtheDeliverableslmlleslonessetforthinthePaymentSchedule.PaymentsshallbemadeuponCity'swrittenconfirmationtoConsultantthattheDellverables-Milestoneshavebeensatis?ed.10.SCHEDULEANDPERFORMANCEMILESTONESN/A11.ACCEPTANCEANDTESTINGPROCEDURESSoftwareupgradewillbetestedduringonsiteprogrammingservices.12.LOCATIONOFWORKFACILITIESSubstantiallyalloftheworkwillbeconductedbyConsultantatitsregularofficelocatedin230N1200E#202Lehi,UT34043.CitywillprovidetheCityofficespaceandsupportasitagreesmaybeappropriate,atits2900S.PlatteRiverDrivefacility.1000EnglewoodParkway,Englawood,Colorado30110-2373(303)762-2300www.eng|ewuodgov.orgwwm1:s.n...,\xl[l1\i|\mm-Page 242 of 364 F51!LABWORKSmemo.crrvorsumswonuLabwurksLLCOillcezzacmnanE3202.Lehlum:B4043Remliance:20N120)Eumz.LchLuh»mm:CIT‘!DFa~l:LEw:IDt:2900soul!-IH.ATrEHVERDRFhwnlBy:I:I.u.|:\IALLKM:EMSLEI/IcIcI'.u:Dam1nanal:dutocoabvml-.amLABMDR<SShanonIDLQ2Hunt:ElmlzilllanclalabwaieranmotDan:Nye:20.2019Aiinivn:5%!“D.H<|NIll?I:Dm4'I5Phone:[3031182-281EmoveBgirutsewrrbcrl2019Emalzbamdnanngnwnudagov»amenMannnanuandSuwnm‘PaulDesu(p|u1Elumity‘-"""°’LhkhiasumxzlToul?iaLAB!/«CH6Asias-¢po«PIanRenunlprmidesaiunaameuzllewelotwppwtRN661:1‘|.ABV|OR<5.ThI?anlndudes‘hefoImMng:LI:u1saSn?vnleandDoqmnnwubnLbtilstodudhaLeannBatman:5.on-palRpm:swnvan):sousupponNmben:1,01:AmuuTebephmeHdpnewEn-Isupp-an:Ru-anBwponscsibus;EsaluiooPromsundwasasLAB|ADR(Sweblnasandwutaops.$24,075.01943750021076.11!QuanityM":"::umPm:sannelTotalFritz1,00smoaaaw,1nnnn$1.1nnmManiLBUDR5syn-n:SloponTun:Dub:1,ana-Se?unhs212019swpww.-m,,,,,,324,975no94375“)PI-lainnalsnicessnoonns'r,1nnno.L&M.L£.1.Includes:(3)my:Frolasslnnelservicestobeeullllz-admrlngIhasupponyear.Ineludestravelemenses“,2,“M1500‘M7500Var(1)trhI3?(1)LAEWORKSSpedallst.'cxmomucluuclement:delvenyONLYofsonwaneproduct:lothede:Igmudcot-(adIsoedAbove.I1IncludedInml:quute,MalntenantaFeesarepayableInno/mu.withpay-mmamMexauday:lvomdaleuflwelzoldclvuy.'Pleasesubmityourpulcllan«anconnannalammmnmandIntheanauntmpmmmman»(onaimquote.Approve;by;auerClaud|aAnnLukacNvelcllanmccaLahwuksLLI:-230N1230EsznzLenLum.54043:844-462-2557|www.|abwolkt.cnm|PmprlelanyandUunfldcmlal1000EnglewoodParkway.Engtewood,Colorado30110-2373(303)762-2300www.engIawoodgov.orgI5vwul1.\ul\W.u:SumxulwwrpPage 243 of 364 INWITNESSWHEREOF,pursuantandinaccordancewlththeProfessiunalServicesAgreementbetweenthepartiesheretodated20_,thepartieshaveexecutedthisStatementofWorkasofthisdayof20.CITYOFENGLEWOOD,COLORADOBy:(Smnamre)uznntName)Title:Date:I(4!/Klxts;L4‘-CunsullantNameiiiBy:_,(.4;}»(;S'53'"'f)é'm;V/’:I«-?/Z’5,‘I(PuntName)Title:/:/v4?‘V'///"4""/"IDate:/)7/u‘/’///munEnglewuadParkway,Englewnodcoluradu50110-2273(203)752-2300wwwEnglewocdgovorgPage 244 of 364 MEMORANDUM TO: Eric Keck, City Manager FROM: Jenifer Doane, Deputy Director of Business Administration and Communications DATE: April 11, 2018 Subject: Sole Source - Labworks Support Agreement Renewal & System Upgrade to v6.8 RECOMMENDED ACTION: We recommend the renewal of the Labworks support agreement renewal for our Laboratory Information Management System (LIMS) in the amount of $24,075.00 and the approval of service upgrade for $7,100 for a total of $31,175. SUMMARY: Labworks provides support for the LIM system that has been in place for approximately 20 years. WWTP laboratory instruments are interfaced with the system and testing analyses results are automatically imported. Information from this database is used for regulatory reporting, for process control and special study analysis. The Labworks Assist Support Plan Renewal provides a fundamental level of support services for LIMS. The plan includes the following: License Software and Documentation Updates; 800 Support Number; Telephone Help Desk; Email Support; Remote Support Sessions; Escalation Process and access to Labworks User Site. A new version of the LIMS software v6.8 has been released. We are currently operating with an old version and need to upgrade so we can fully utilize the functionality of the software and improve security of our data. The software upgrade will include installation, testing and training, and address any patches or new programming that may be needed due to the upgraded software. The software upgrade will include an onsite staff person from Labworks. ANALYSIS: The annual support contract has not increased in cost from the previous two years. 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 LIM system which is essential for successful operation and preventing permit violations. If we do not make the software upgrades we risk security issues and new instrumentation not communicating with the software and automatically collect data. FINANCIAL IMPACT: The amount was approved as part of the 2018 budget and available. Annual Renewal: $24,075 (3)Service days: $6,600 Travel one trip: $500 Total: $31,175.00 PROCUREMENT INFORMATION: G/L Account Number: 90-1712-54206 JD:ah Page 245 of 364 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 246 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 1 of 5 MINUTES Supervisory Committee Meeting Thursday, April 19, 2018 South Platte Water Renewal Partners (SPWRP) 2900 South Platte River Drive, Englewood, CO. 80110 - Conference Room 10:00 a.m. COMMITTEE PRESENT: Eric Keck Englewood City Manager Larry Nimmo Acting Englewood Public Works Director Keith Reester Littleton Public Works Director COMMITTEE ABSENT: Mark Relph Littleton City Manager STAFF PRESENT: John Kuosman SPWRP Director Blair Corning Deputy Director, Strategic Programs Kurt Carson Deputy Director, Operations & Maintenance Solutions Jenifer Doane Deputy Director, Manager of Business Admin. & Communications David Robbins Hill & Robbins, SPWRP Attorney Dan DeLaughter Applied Data & Policy Engagement Programs Mgr. Brenda Varner Government Relations Specialist I. Call to Order The April Supervisory Committee (Committee) meeting was called to order by John Kuosman, Director of the South Platte Water Renewal Partners (SPWRP). II. Consideration of Minutes of Previous Supervisory Committee Meeting The March Committee meeting minutes were unanimously approved via email on March 20 and 21, 2018. III. Action Item(s) Stratum Consulting Partners: Jenifer Doane discussed the recommended professional services agreement with Stratum Consulting Partners with the Committee. The agreement would provide specialized coding and development services, professional consulting and training services for the organization’s asset management software, Infor EAM. The committee discussed how Page 247 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 2 of 5 SPWRP would benefit from the use of a new mobile app feature and how the advantageous timing would allow for integration of SPWRP’s Infor EAM system with City of Englewood’s new Enterprise Resource Planning (ERP) software, Tyler New World. SPWRP staff recommends the Committee approve a professional services agreement with Stratum Consulting Partners, for consulting and training services, in the amount of $30,000. ACTION TAKEN – The Supervisory Committee considered a motion to approve the professional services agreement with Stratum Consulting Partners for consulting services, systems integration services, data conversion services, training services and related services, in the amount of $30,000. Eric Keck moved, Larry Nimmo seconded, three ayes, no nays. Motion approved. SPWRP staff plans to present this professional services agreement to the Englewood City Council for consideration in May 2018. Labworks: Jenifer Doane discussed the recommended professional services agreement with Labworks, LLC., with the Committee. This agreement would provide support, licensed software, document updates, and access to the Labworks user site for the Laboratory Information Management System (LIMS) in the laboratory. SPWRP’s lab equipment is interfaced with LIMS and testing results are automatically imported. The information from this database is used for regulatory reporting, process control and special study analyses. If SPWRP does not make these software upgrades, the organization risks security issues and new instrumentation not communicating with software and automatically collecting data. SPWRP staff recommends the renewal of the Labworks, LLC., professional services agreement for SPWRP’s Laboratory Information Management System (LIMS) in the amount of $24,075, and the approval of the software upgrade for $7,100, for a total of $31,175. ACTION TAKEN – The Supervisory Committee considered a motion to approve the professional services agreement with Labworks, LLC., for support services and related services for SPWRP’s Laboratory Information Management System (LIMS), in the amount of $24,075, and software upgrade in the amount of $7,100, for a total of $31,175. Keith Reester moved, Larry Nimmo seconded, three ayes, no nays. Motion approved. SPWRP staff plans to present this professional services agreement to the Englewood City Council for consideration in May 2018. OrthoPhosphate (Phosphorus) as Corrosion Control Legal Filing: Blair Corning and Dan DeLaughter discussed the recent decision made by the Colorado Department of Public Health and Environment (CDPHE) Water Quality Control Division to require Denver Water to add orthophosphate into its drinking water supply. This is being required for optimum corrosion control treatment which is intended to prevent or reduce lead and copper from leaching into drinking water from pipes and fixtures. The addition of orthophosphate creates the potential of added expense for both water and wastewater ratepayers and increased nutrient loads to watersheds. Phosphorus is one of two nutrients Page 248 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 3 of 5 that are already the subject of future requirements for increased treatment (Regulations 85 and 31). The Supervisory Committee, SPWRP staff and David Robbins, SPWRP attorney, discussed potential options to approach this sensitive topic. SPWRP staff asked the Committee for approval of Hill & Robbins’ involvement with meetings and strategy sessions so he would be confident on making decisions to protect SPWRP and the cities’ best interests as part of an existing contracting mechanism with Hill & Robbins. No additional appropriations are anticipated at this time. In addition, the Committee was asked to consider and approve a contribution for additional legal services in the not-to-exceed amount of $25,000 to be allocated towards legal expenses incurred by the Barr Milton Watershed Association and its attorneys for work required to file and support an administrative appeal of the orthophosphate requirement to the Water Quality Control Division of the Colorado Department of Public Health and Environment. Dan DeLaughter and David Robbins will be the primary contacts for communication and involvement with the two cities related to the administrative appeal and its potential impact on the SPWRP. ACTION TAKEN – The Supervisory Committee considered a motion to approve a not- to-exceed amount of $25,000 to support the administrative appeal filed by the Barr Milton Watershed, and for the Barr Milton Watershed’s legal services associated with the filing. The Committee also considered approving the continued support of David Robbins as is required to guide, support and protect the SPWRP, the City of Littleton and the City of Englewood’s interests, in alignment with current contracting and appropriations. Eric Keck moved, Keith Reester seconded, three ayes, no nays. Motion approved. It was also agreed that there would be a prompt phone discussion with David Robbins, Mark Relph and Stephen Kemp, Littleton City Attorney. Phone briefing with Mark Relph was held on Tuesday, April 24, 2018. Emergency Digester Repair Closeout: Blair Corning discussed the recommendation to conclude the Emergency Digester Repair Project and finalize the funding request totaling $74,512.12. This funding request will be paid to Water Technology Group who was the contractor selected to provide the emergency maintenance and repair support related to Anaerobic Digester No. 3, that were identified in February, 2018. The Committee was previously briefed on the Anaerobic Digester No. 3 emergency repair issues, emergency funding appropriation, and subsequent progress at the February and March Supervisory Committee meetings. Blair reviewed SPWRP’s 2018 budget and outlined how the costs for the Emergency Digester Repair would affect the budget for the rest of 2018. ACTION TAKEN – The Supervisory Committee considered a motion to approve the purchase order agreement with Water Technology Group for the emergency repair of Anaerobic Digester No. 3, in February 2018, in the amount of $74,512.12. Eric Keck moved, Keith Reester seconded, three ayes, no nays. Motion approved. The SPWRP staff plans to present this purchase to the Englewood City Council in May 2018. Page 249 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 4 of 5 Mountain States Imaging: Jenifer Doane discussed the recommendation to approve a professional services agreement with Mountain States Imaging for document scanning and imaging, in the amount of 45,000. This will give SPWRP the ability to move from a paper records management system to an electronic data, information, and records management (DRIM) system . This will considerably reduce our litigation risk, increase effectiveness and efficiency, reduce records storage costs, increase fiscal responsibility of public funds and align with the practices of State and Federal regulating agencies. ACTION TAKEN – The Supervisory Committee considered a motion to approve the professional services agreement with Mountain States Imaging, LLC., for document conversion services, in the amount of $45,000. Larry Nimmo moved, Eric Keck seconded, three ayes, no nays. Motion approved. The SPWRP staff plans to present this professional services agreement to the Englewood City Council for consideration in May 2018. IV. Informational Items Staff discussed these informational items with the Supervisory Committee:  Industrial Mechanic Hiring Update  2018 SPWRP Events Calendar o Earth Day River Walk and Clean-up, Sunday, April 22, 2018 o Community Open House, Wednesday, June 6, 2018 o World Water Monitoring Day, Tuesday, September 25, 2018 o Used Oil and Cooking Grease Takeback Event, November 2018 o David Robbins advised that the SPWRP should use the full name of the facility including the words “Owned by Littleton/Englewood” as an integral part of the new name.  Rocky Mountain Section of American Water Works Association / Rocky Mountain Water Environment Association (RMSAWWA/RMWEA) Joint Annual Conference Submissions o This conference will be held in Denver, CO at the Convention Center, Sunday, September 16 – 19, 2018. o SPWRP staff submitted nine (9) abstracts for consideration.  Energy Efficiency Award o On Tuesday April 18, 2018, the South Platte Water Renewal Partners received Xcel Energy’s Process Efficiency Award. This award is for energy saving process improvements implemented by the plant in 2017. Total energy reduction in 2017 as a result of these initiatives was 2,332,242 kwh, this Page 250 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 5 of 5 reduction has saved the facility $163,257. All of these opportunities were achieved with minimal capital investment (<3-month overall payback).  Three (3)-Month Outlook for Supervisory Committee Action Items  WWTP Influent Flow and Load Summary: o The measured flow to the SPWRP averaged 20.1 mgd in March 2018, which is the same from March 2017. The measured flow split was 42.6 / 57.4 percent between the cities of Littleton and Englewood, respectively. V. Adjournment The next Supervisory Committee meeting is scheduled for Thursday, May 17, 2018, from 9:00– 10:30 a.m., at South Platte Water Renewal Partners. Adjourned at 11:14 a.m. Recording Secretary Signature Brenda J. Varner The SPWRP Supervisory Committee approved the April 19, 2018 meeting minutes via email on April 27 and 30, 2018. Eric Keck, Larry Nimmo, and Keith Reester all ayes, no nays. Mark Relph did not vote. Minutes approved. Page 251 of 364 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Jenifer Doane DEPARTMENT: SPWRP DATE: May 21, 2018 SUBJECT: SPWRP Mountain States Imaging DESCRIPTION: SPWRP Mountain States Imaging RECOMMENDATION: The South Platte Water Renewal Partners (SPWRP), owned by Littleton/Englewood, recommends Council approve, by Motion, a professional services contract with Mountain States Imaging for document scanning and imaging in the amount of $45,000.00 to support the organization’s move to an electronic data, information, and records management (DRIM) system. This recommendation was approved by the Supervisory Committee on April 19, 2018. PREVIOUS COUNCIL ACTION: The Council approved the 2018 Littleton/Englewood W astewater Treatment Plant Budget on October 16, 2017. SUMMARY: To increase organization efficiency and effectiveness South Platte Water Renewal Partners (SPWRP) is transitioning from a paper records system to an organization-wide electronic records system. To make this transition and preserve vital records (as defined by our records policy and retention schedule), we must first scan our paper records. Staff has taken the time to review all paper records and reduce them by 50 percent based on our retention schedule; however, the remaining files will need to be scanned by a contracted vendor due to the large estimated images (360,000). Scanning the files in-house would not be an efficient use of City resources. Mountain States Imaging (MSI) will scan documents that must be retained due the retention schedule and destroy all other files that no longer need to be kept per the retention schedule. They will also scan large format drawings. We are making this transition for several reasons, including reducing the City’s litigation risk, increasing organizational efficiency and effectiveness, decreasing costs, and better space utilization and alignment with regulatory agencies. Page 252 of 364 ANALYSIS: Legal Consequences and Liability Concerns Administering a Records Management system in accordance with City established retention schedules minimizes the Cities legal and litigation risks. Efficiency and Effectiveness Electronic records increase organizational efficiency by streamlining information, increasing information accessibility across the organization, and improving workflows. We will be better equipped to communicate our regulatory requirements while also being able to store a greater amount of data more efficiently. Fiscal Responsibility By transitioning to an electronic records system, we will eliminate our current expense of document storage. It is our duty to be fiscally responsible with tax payer money. Better Space Utilization We will be equipped to better utilize space currently occupied by paper record storage. By permanently removing paper records, we will be able to use that space for offices and business programs, and we will not have to continue to find additional space as we collect additional records. Alignment with Regulatory Agencies We will be more in-line with the records management policy of the Water Quality Control Division of the Colorado Department of Public Health and Environment assisting us with meeting permit records retention rules. FINANCIAL IMPLICATIONS: Budget for the $45,000 expenditure is available in the 2018 Professional Services budget. Costs will be shared by the Cities of Englewood and Littleton. ALTERNATIVES: Continue to pay fees to Iron Mountain for storage of paper records which is estimated at $14,400 annually and does not provide the advantages outlined herein. CONCLUSION: Moving to an electronic data, information, and records management (DRIM) system will result in cost savings, compliance, and greater efficiency of information access and storage. It will reduce legal liability and the increase safety of private information. ATTACHMENTS: Contract Approval Summary Form – SPWRP Mountain States Imaging Contract – SPWRP Mountain States Imaging SPWRP Budget Page for 2018 Approved Supervisory Committee meeting minutes – SPWRP Mountain States Imaging Page 253 of 364 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 BAC Email: jdoane@englewoodco.gov Vendor Contact Information Vendor Name: Mountain States Imagining Vendor Contact: Ryan Candela Vendor Address: 7050 South Yosemite Street Vendor Phone: 303-773-3750 City: Centennial Vendor Email: rcandela@msimaging.com State: CO Zip Code: 80112 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: May 31, 2018 End Date: December 31, 2018 Total Years of Term: Total Amount of Contract for term (or estimated amount if based on item pricing): $45,000 If Amended: Original Amount $ Amendment Amount $ Total as Amended: $ Renewal options available: Yes Payment terms (please describe terms or attach schedule if based on deliverables): CITY will pay CONTRACTOR for the work monthly based on the number of images scanned each month, as calculated by the CONTRACTOR. CONTRACTOR shall provide monthly progress reports detailing work completed in that month for approval by CITY. Attachments: ☐Copy of original Contract if this is an amendment Pickup, document preparation, scanning and indexing of historical records and architectural drawings. Page 254 of 364 Contract Approval Summary V10/25/2017 Page | 2 ☐Copies of related Contracts/Conveyances/Documents Source of funds: Budgeted Funds: $45,000 Line Item Description: Professional Services 54201 Line Item Total Funding: $1,000,0000 Portion of Line Item spent to date: $116,780 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 Need below ☐Other: Please describe MSI was contracted in 2017 to do initial scanning and document destruction. They are familiar with our TAB inventory system and are currently storing documents that need to be scanned. Page 255 of 364 CITYOFEngPROFESSIONALSERVICESAGREEMENTcontractNumberPSAHB-20DocumentConversionServices$45,000lewoodPROCUREMENTDIVISIONThisProfessionalServicesAgreement(the“Agreemenl")ismadeasofthisdayof,2D_.(the‘EffectiveDate‘)byandbetweenMountainStatesImagingLLC,aColoradocorporation(“Consultant”),andTheCityofEnglewood,Colorado,amunicipalcorporationorganizedunderthelawsoftheStateofColorado(“City”).CitydesiresthatConsultant,fromtimetotime,providecertainconsultingservices,systemsintegrationservices,dataconversionservices,trainingservices,andlorrelatedservicesasdescribedherein.andConsultantdesirestoperformsuchservicesonbehalfofCityonthetermsandconditionssetforthherein.Inconsiderationoftheforegoingandthetermshereinaftersetforthandothergoodandvaluableconsideration,thereceiptandsufficiencyofwhichareherebyacknowledged,thepartieshereto,intendingtobelegallybound,agreeasfollows:1.De?nitions.Thetermssetforthbelowshallbede?nedasfollows:(a)“IntellectualPropertyRights‘shallmeananyandall(bywhatevernameortermknownordesignated)tangibleandintangibleandnowknownorhereafterexisting(1)rightsassociatewithworksofauthorshipthroughouttheuniverse,includingbutnotlimitedtocopyrights,moralrights,andmask-works,(2)trademarkandtradenamerightsandsimilarrights,(3)tradesecretlights,(4)patents,designs,algorithmsandotherindustrialpropertyrights,(5)allotherintellectualandIndustrialpropertyrights(ofeverykindandnaturethroughouttheun’n/erseandhoweverdesignated)(includinglogos,"rental"rightsandrightstoremuneration),whetherarisingbyoperationoflaw,contract,license,orotherwise,and(6)allregistrations,initialapplications,renewals,extensions,continuations,divisionsorreissueshereofnoworhereafterinforce(includinganyrightsinanyoftheforegoing).‘WorkProduct"shallmeanallpatents,patentapplications,inventions,designs,maskworks,processes,methodologies,copyrightsandcopyrightableworks,tradesecretsincludingcon?dentialinformation,data,designs,manuals,trainingmaterialsanddocumentation,formulas,knowledgeofmanufacturingprocesses,methods,prices,?nancialandaccountingdata,productsandproductspeci?cationsandallotherIntellectualPropertyRightscreated.developedorprepared,documentedand/ordeliveredbyConsultant,pursuanttotheprovisionoftheServices.(bl2.SlatemennofWork.Duringthetermhereofandsubjecttothetennsandconditionscontainedherein,Consultantagreestoprovide,onanasrequestedbasis,theconsultingservices,systemsintegrationservices,dataconversionservices,trainingsewices,andrelatedservices(the“Services')asfurtherdescribedinScheduleA(the‘StatementofWork")forCity,andInsuchadditionalStatementsofWorkasmaybe1000EnglewoodParkway.Englewood_Colorado00110-2373(303)762-2300www.englewoodgov.orgrt»\’lN:ulmmm.rl‘lIaw§~r»tl(\\\\\4ii’Page 256 of 364 executedbyeachofthepartiesheretofromtimetotimepursuanttothisAgreement.EachStatementofWorkshallspecifythescopeofwork.speci?cations.basisofcompensationandpaymentschedule,estimatedlengthoftimerequiredtocompleteeachStatementofWork.includingtheestimatedstart/?nishdates.andotherrelevantinformationandshallincorporatealltermsandconditionscontainedinthisAgreement3.PerformanceofServices.(a)Performance.ConsultantshallperformtheServicesnecessarytocompleteallprojectsoutlinedInaStatementofWorkinatimelyandprofessionalmannerconsistentwiththespeci?cations,ifany.setforthintheStatementofWork,andinaccordancewithindustrystandards.Consultantagreestoexercisethehighestdegreeofprofessionalism.andtoutilizeitsexpertiseandcreativetalentsincompletingtheprojectsoutlinedinaStatementofWork.(b)Delays.ConsultantagreestonotifyCitypromptlyofanyfactor.occurrence.oreventcomingtoitsattentionthatmayeffectConsultant'sabilitytomeettherequirementsoftheAgreement.orthatislikelytooccasionanymaterialdelayincompletionoftheprojectscontemplatedbythisAgreementoranyStatementofWork.Suchnoticeshallbegivenintheeventofanylossorreassignmentofkeyemployees,threatofstrike.ormajorequipmentfailure.TimeisexpresslymadeoftheessencewithrespecttoeachandeverytennandprovisionofthisAgreement.(c)Discrepancies.IfanythingnecessaryfortheclearunderstandingoftheServiceshasbeenomittedfromtheAgreementspeci?cationsoritappearsthatvariousinstructionsareinconflict,ConsultantshallsecurewritteninstructionsfromCity'sprojectdirectorbeforeproceedingwiththeperformanceoftheServicesaffectedbysuchomissionsordiscrepancies.4.InvoicesandPayment.UnlessotherwiseprovidedinaStatementofWork.CityshallpaytheamountsagreedtoinaStatementofWorkwithinthirty(30)daysfollowingtheacceptancebyCityoftheworkcalledforinaStatementofWorkbyCity.AcceptanceproceduresshallbeoutlinedintheStatementofWork.IfCitydisputesalloranyportionofaninvoicetorcharges,thenCityshallpaytheundisputedportionoftheinvoicebytheduedateandshallprovidethefollowingnoti?cationwithrespedtothedisputedportionoftheinvoice.Cityshallnotifyconsultantassoonaspossibleofthespeci?camountdisputedandshallprovidereasonabledetailastothebasisforthedispute.Thepartiesshallthenattempttoresolvethedisputedportionofsuchinvoiceassoonaspossible.Uponresolutionofthedisputedportion.CityshallpaytoConsultanttheresolvedamount.5.Taxes.Cityisnotsubjecttotaxation.Nofederalorothertaxes(excise.luxury.transportation.sales.etc.)shallbeincludedinquotedprices.CityshallnotbeobligatedtopayorreimburseConsultantforanytaxesattributabletothesaleofanyServiceswhichareimposedonormeasuredbynetorgrossincome,capital.networth.franchise.privilege.anyothertaxes.orassessments.noranyoftheforegoingimposedonorpayablebyConsultant.UponwrittennotificationbyCityandsubsequentveri?cationbyConsultant,Consultantshallreimburseorcredit,asapplicable.Cityinatimelymanner.foranyandalltaxeserroneouslypaidbyCity.CityshallprovideConsultantwith.andConsultantshallacceptIngoodfaith.resale.directpay.orotherexemptioncerti?cates.asapplicable.6.OutofPocketExpenses.ConsultantshallbereimbursedonlyforexpenseswhichareexpresslyprovidedforinaStatementofWorkorwhichhavebeenapprovedinadvanceinwritingbyCity.providedConsultanthasfumishedsuchdocumentationforauthorizedexpensesasCitymayreasonablyrequest.1000EnglewoodParkway.Englewocd.Colorado30110-2313(303)762-2300wwwenglewocdgovorgl‘\i“:UK't1ul(\ii(A[iiAt\?l|\_,lu.Iunit’Page 257 of 364 7.Audits.ConsultantshallprovidesuchemployeesandindependentauditorsandinspectorsasCitymaydesignatewithreasonableaccesstoallsitesfromwhichServicesareperformedforthepurposesofperformingauditsorinspectionsofConsultant'soperationsandcompliancewiththisAgreement.Consultantshallprovidesuchauditorsandinspectorsanyreasonableassistancethattheymayrequire.SuchauditsshallbeconductedinsuchawaysothattheServicesorservicestoanyothercustomerofConsultantarenotimpactedadversely.8.TermandTermination.ThetermofthisAgreementshallcommenceontheEffectiveDate,as?rstabovewritten,andshallcontinueforoneyear,unlessthisAgreementisterminatedasprovidedinthisSectionB.Attheendoftheinitialoneyearperiod,thepartiesmayextendthisAgreementbytheexecutionofarenewalamendmentextendingtheAgreementforanadditionaloneyearperiod.SuchrenewalshallbeaccompaniedbyanewStatementofWorkandanacknowledgementbythepartiestherenewalwillincorporatealloftheoriginaltemsandconditionsofthisAgreement.(a)Convenience.Citymay,withoutcauseandwithoutpenalty,terminatetheprovisionofServicesunderanyorallStatementsofWorkuponthirty(30)dayspriorwrittennotice.Uponsuchtermination.Cityshall,uponreceiptofaninvoicefromConsultant,payConsultantforServicesactuallyrenderedpriortotheeffectivedateofsuchtermination.ChargeswillbebasedontimeexpendedforallincompletetasksaslistedintheapplicableStatementofWork,andallcompletedtaskswillbechargedasindicatedintheapplicableStatementofWork.(b)NoOutstandingStatementsofWork.EitherpartymayterminatethisAgreementbyprovidingtheotherpartywithatleastthirty(30)dayspriorwrittennoticeofterminationiftherearenooutstandingStatementsofWork.(c)MaterialBreach.IfeitherpartymateriallydefaultsintheperformanceofanytermofaStatementofWorkorthisAgreementwithrespecttoaspeci?cStatementofWork(otherthanbynonpayment)anddoesnotsubstantiallycuresuchdefaultwithinthirty(30)daysafterreceivingwrittennoticeofsuchdefault.thenthenon-defaultingpartymayterminatethisAgreementoranyoralloutstandingStatementsofWorkbyprovidingten(10)dayspriorwrittennoticeofterminationtothedefaultingparty.(cl)BankruptcyorInsolvency.EitherpartymayterminatethisAgreementeffectiveuponwrittennoticestatingitsintentiontotenninateintheeventtheotherparty:(1)makesageneralassignmentofallorsubstantiallyallofitsassetsforthebene?tofitscreditors;(2)appliesfor.consentsto,oracquiescesintheappointmentofareceiver,trustee.custodian,orliquidatorforitsbusinessorallorsubstantiallyallofitsassets:(3)tiles,orconsentstooracquiescesin,apetitionseekingrelieforreorganizationunderanybankruptcyorinsolvencylaws;or(4)?lesapetitionseekingrelieforreorganizationunderanybankruptcyorinsolvencylawsis?ledagainstthatotherpartyandisnotdismissedwithinsixty(60)daysalteritwas?led.(e)TABOR.ThepartiesunderstandandacknowledgethateachpartyissubjecttoArticleX,§20oftheColoradoConstitution("TABOR").ThepartiesdonotintendtoviolatethetermsandrequirementsofTABORbytheexecutionofthisAgreement.ItisunderstoodandagreedthatthisAgreementdoesnotcreateamulti~?sca|yeardirectorindirectdebtorobligationwithinthemeaningofTABORand,notwithstandinganythinginthisAgreementtothecontrary.allpaymentobligationsofCityareexpresslydependentandconditioneduponthecontinuingavailabilityoffundsbeyondthetermofCity'scurrent?scalperiodendinguponthenextsucceedingDecember31.FinancialobligationsofCitypayableafterthecurrent?scalyeararecontingentuponfundsforthat1D00EnglewoodParkway.Englewbod,ColoradoED1IOAZ373(303)752-2300www.eng|ewoodgovorgl’\\s~u....».-mi..—._.......«.,....—.mui-Page 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purposebeingappropriated.budgeted.andothenivisemadeavailableinaccordancewiththerules.regulations.andresolutionsofCityandapplicablelaw.Uponthefailuretoappropriatesuchfunds,thisAgreementshallbedeemedterminated.(f)ReturnofProperty.UponterminationofthisAgreement,bothpartiesagreetoreturntotheotherallproperty(includinganyCon?dentialinformation.asde?nedinSection11)oftheotherpartythatitmayhaveinitspossessionorcontrol.9.CityObligations.CitywillprovidetimelyaccesstoCitypersonnel,systemsandinformationrequiredforConsultanttoperformitsobligationshereunder.CityshallprovidetoConsultantsemployeesperfon-ningitsobligationshereunderatCity'spremises.withoutcharge.areasonableworkenvironmentincompliancewithallapplicablelawsandregulations.includingof?cespace.furniture.telephoneservice.andreproduction.computer.facsimile.secretarialandothernecessaryequipment.supplies,andservices.WithrespecttoallthirdpartyhardwareorsoftwareoperatedbyoronbehalfofCity.Cityshall,atnoexpensetoConsultant,obtainallconsents.licensesandsubiicensesnecessaryforConsultanttoperformundertheStatementsofWorkandshallpayanyfeesorothercostsassociatedwithobtainingsuchconsents.licensesandsublicenses.10.Staff.ConsultantisanindependentconsultantandneitherConsultantnorConsu|tant’sstaffis.orshallbedeemedtobeemployedbyCity.CityisherebycontractingwithConsultantfortheServicesdescribedinaStatementofWorkandConsultantreservestherighttodeterminethemethod.mannerandmeansbywhichtheServiceswillbeperformed.TheServicesshallbeperformedbyConsultantorConsultant'sstaff.andCityshallnotberequiredtohire.superviseorpayanyassistantstohelpConsultantperformtheServicesunderthisAgreement.ExcepttotheextentthatConsultant'sworkmustbeperformedonorwithCity'scomputersorCity'sexistingsoftware.allmaterialsusedinprovidingtheServicesshallbeprovidedbyConsultant.11.con?dentiallnfonnation.ta)Obligations.Eachpartyheretomayreceivefromtheotherpartyinformationwhichrelatestotheotherparty'sbusiness.research.development.tradesecretsorbusinessaffairs(“Con?dentialInformation").SubjecttotheprovisionsandexceptionssetforthintheColoradoOpenRecordsAct.CRSSection24-72-201et.seq..eachpartyshallprotectallCon?dentiallnfomialionoftheotherpartywiththesamedegreeofcareasitusestoavoidunauthorizeduse.disclosure,publicationordisseminationofitsowncon?dentialinformationofasimilarnature,butInnoeventlessthanareasonabledegreeofcare.Withoutlimitingthegeneralityoftheforegoing.eachpartyheretoagreesnottodiscloseorpermitanyotherpersonorentityaccesstotheotherparty'scon?dentialinformationexceptsuchdisclosureoraccessshallbepermittedtoanemployee.agent.representativeorindependentconsultantofsuchpartyrequiringaccesstothesameinordertoperformhisorheremploymentorservices.Eachpartyshallinsurethattheiremployees.agents.representatives.andIndependentconsultantsareadvisedoftheconfidentialnatureoftheCon?dentiallnforrnationandareprecludedfromtakinganyactionprohibitedunderthisSection11.Further.eachpartyagreesnottoalterorremoveanyidentification.copyrightorotherproprietaryrightsnoticewhichindicatestheownershipofanypartofsuchCon?dentiallnfon-nationbytheotherparty.Apartyheretoshallundertaketoimmediatelynotifytheotherpartyinwritingofallcircumstancessurroundinganypossession.useorknowledgeofCon?dentialinformationatanylocationorbyanypersonorentityotherthanthoseauthorizedbythisAgreement.Notwithstandingtheforegoing.nothinginthisAgreementshallrestricteitherpartywith1000EngiswoodParkway.Engtewood.Colorado80110-2373(303)76272300wwwenglewoodgovorgl'\\l‘-:ir|\~t,|r\'wil'-M...-5....4\'>K‘\ll’Page 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respecttoinformationordataidenticalorsimilartothatcontainedintheCon?dentialInformationoftheotherpartybutwhich(1)thatpartyrightfullypossessedbeforeitreceivedsuchinfomtationfromtheotherasevidencedbywrittendocumentation;(2)subsequentlybecomespubliclyavailablethroughnofaultofthatparty;(3)issubsequentlyfurnishedrightfullytothatpartybyathirdpartywithoutrestrictionsonuseordisclosure;or(4)isrequiredtobedisclosedbylaw.providedthatthedisclosingpartywillexercisereasonableeffortstonotifytheotherpartypriortodisclosure.(b)Know-How.FortheavoidanceofdoubtneitherCitynorConsultantshallbepreventedfrommakinguseofknow-howandprinciplesteamedorexperiencegainedofanon-proprietaryandnon-con?dentialnature.[clRemedies.Eachofthepartiesheretoagreethatif,theirofficers.employeesoranyoneobtainingaccesstotheCon?dentialInformationoftheotherpartyby,throughorunderthem,breachesanyprovisionofthisSection11.thenon-breachingpartyshallbeentitledtoanaccountingandrepaymentofallpro?m.compensation,commissions,remunerationsandbene?tswhichthebreachingparty,itsof?cersoremployeesdirectlyorindirectlyrealizeormayrealizeasaresultoforgrowingoutof,orinconnectionwithanysuchbreach.Inadditionto.andnotinlimitationoftheforegoing.intheeventofanybreachofthisSection11.thepartiesagreethatthenon-breachingpartywillsufferirreparableharmandthatthetotalamountofmonetarydamagesforanysuchinjurytothenon-breachingpartyarisingfromaviolationofthisSection11wouldbeimpossibletocalculateandwouldthereforebeaninadequateremedyatlaw.Accordingly,thepartiesagreethatthenon-breachingpartyshallbeentitledtotemporaryandpermanentinjunctivereliefagainstthebreachingparty.itsofficersoremployeesandsuchotherrightsandremediestowhichthenon-breachingpartymaybeentitledtoatlaw.inequityorunderthisAgreementforanyviolationofthisSection11.TheprovisionsofthisSection11shallsurvivetheexpirationorterminationofthisAgreementforanyreason.12.ProjectManagers.EachpartyshalldesignateoneofitsemployeestobeitsProjectManagerundereachStatementofWork.whoshallactforthatpartyonallmattersundertheStatementofWork.EachpartyshallnotifytheotherinwritingofanyreplacementofaProjectManager.TheProjectManagersforeachStatementofWorkshallmeetasoftenaseitheronerequeststoreviewthestatusoftheStatementofWork.13.Warranties.ta)Authority.Consultantrepresentsandwarrantsthat:(1)Consultanthasthefullcorporateright,powerandauthoritytoenterintothisAgreementandtoperformtheactsrequiredofithereunder.(2)theexecutionofthisAgreementbyConsultant,andtheperformancebyConsultantofitsobligationsanddutieshereunder,donotandwillnotviolateanyagreementtowhichConsultantisapartyorbywhichitisotherwiseboundunderanyapplicablelaw.ruleorregulation;(3)whenexecutedanddeliveredbyConsultant,thisAgreementwillconstitutethelegal,validandbindingobligationofsuchparty,enforceableagainstsuchpartyinaccordancewithitsterms;and(4)ConsultantacknowledgesthatCitymakesnorepresentations.warrantiesoragreementsrelatedtothesubjectmatterhereofthatarenotexpresslyprovidedforinthisAgreement(b)ServiceWarranty.Consultantwarrantsthatitsemployeesandconsultantsshallhavesuf?cientskill.knowtedge.andtrainingtoperformServicesandthattheServicesshallbeperformedinaprofessionalandworkmanlikemanner.(c)Personnel.UnlessaspecificnumberofemployeeslssetforthintheStatementofWork,ConsultantwarrantsItwill1000EnglewoodParkway.Englewood.Colorado80110-2373(303)762-2300wwwenglewoodgovorgll‘-AI4-iiimm.iv.._.......,.§4l|I|K1\\\\I|'Page 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providesufficientemployeestocompletetheServicesorderedwithintheapplicabletimeframesestablishedpursuanttothisAgreementorassetforthintheStatementofWork.DuringthecourseofperformanceofServices,Citymay,foranyornoreason,requestreplacementofanemployeeoraproposedemployee.insuchevent,Consultantshall,within?ve(5)workingdaysofreceiptofsuchrequestfromCity,provideasubstituteemployeeofsuf?cientskill.knowledge,andtrainingtoperformtheapplicableServices,ConsultantshallrequireemployeesprovidingServicesataCitylocationtocomplywithapplicableCitysecurityandsafetyregulationsandpolicies.(d)CompensationandBene?ts.Consultantshallprovideforandpaythecompensationofemployeesandshallpayalltaxes,contributions,andbene?ts(suchas,butnotlimitedto,workers‘compensationbene?ts)whichanemployerisrequiredtopayrelatingtotheemploymentofemployees.CityshallnotbeliabletoConsultantortoanyemployeeforConsultant'sfailuretopertonnitscompensation,benefit,ortaxobligations.Consultantshallindemnify.defendandholdCityharmlessfromandagainstallsuchtaxes.contributionsandbene?tsandwillcomplywithallassociatedgovernmentalregulations,includingthe?lingofallnecessaryreportsandreturns.14.Indemnifica?on.(a)consultantIndemni?cation.Consultantshallindemnify.defendandholdharmlessCity,itsdirectors,officers,employees,andagentsandtheheirs.executors,successors,andpermittedassignsofanyoftheforegoing(the“Citylndemnitees“)fromandagainstalllosses,claims,obligations,demands,assessments.?nesandpenalties(whethercivilorcriminal),liabilities,expensesandcosts(includingreasonablefeesanddisbursementsoflegalcounselandaccountants),bodilyandotherpersonalinjuries.damagetotangibleproperty,andotherdamages,ofanykindornature.sufferedorincunedbyaCitylndemniteedirectlyorindirectlyarisingfromorrelatedto:(1)anynegligentorintentionalactoromissionbyConsultantoritsrepresentativesintheperformanceofConsultantsobligationsunderthisAgreement,or(2)anymaterialbreachinarepresentation,warranty,covenantorobligationofConsultantcontainedinthisAgreement.(b)Infringement.Consultantwillindemnify,defend,andholdCityharmlessfromalllndemni?ableLossesarisingfromanythirdpartyclaimsthatanyWorkProductormethodologysuppliedbyConsultantinfringesormisappropriatesanyIntellectualPropertyrightsofanythirdparty;provided,however,thattheforegoingindemni?cationobligationshallnotapplytoanyallegedinfringementormisappropriationbasedon:(1)useoftheWorkProductincombinationwithproductsorsenricesnotprovidedbyConsultanttotheextentthatsuchinfringementormisappropriationwouldhavebeenavoidedifsuchotherproductsorserviceshadnotbeenused;(2)anymodi?cationorenhancementtotheWorkProductmadebyCityoranyoneotherthanConsultantoritssub-consultants;or(3)useoftheWorkProductotherthanaspermittedunderthisAgreement.(c)indemni?cationProcedures.Notwith-standinganythingelsecontainedinthisAgreement,noobligationtoindemnifywhichissetforthinthisSection14shallapplyunlessthepartyclaimingindemni?cationnoti?estheotherpartyassoonaspracticabletoavoidanyprejudiceintheclaim,suitorproceedingofanymattersinrespectofwhichtheindemnitymayapplyandofwhichthenotifyingpartyhasknowledgeandgivestheotherpartytheopportunitytocontroltheresponsetheretoandthedefensethereof;provided.however,thatthepartyclaimingindemni?cationshallhavetherighttoparticipateinanylegalproceedingstocontestanddefendaclaimforindemni?cationinvolvingathirdpartyandtoberepresentedby1000EnglewoodParkway.Englewood,Colorado80110-2373(303)762-2300wwwenglewoodgovorgl“:\llr.m....-mi:....,«t..,nm4\\l?\ll’Page 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itsownattorneys,allatsuchparty'scostandexpense;providedfurther.however.thatnosettlementorcompromiseofanassertedthird-partyclaimotherthanthepaymentlmoneymaybemadewithoutthepriorwrittenconsentofthepartyclaimingindemni?cation.(d)Immunity.City.itsofficers.anditsemployees.arerelyingon.anddonotwaiveorintendtowaivebyanyprovisionofthisAgreement.themonetarylimitationsoranyotherrights,immunities.andprotectionsprovidedbytheColoradoGovernmentalImmunityAct,C.R.S.2440-101etseq.,asfromtimetotimeamended,orotherwiseavailabletoCity.itsofficers.oritsemployees.15.Insurance.(a)Requirements.Consultantagreestokeepinfullforceandeffectandmaintainatitssolecostandexpensethefollowingpoliciesofinsuranceduringthetent!ofthisAgreement:(1)TheConsultantshallcomplywiththeWorkers’CompensationActofColoradoandshallprovidecompensationinsurancetoprotecttheCityfromandagainstanyandallWorkers‘Compensationclaimsarisingfromperformanceoftheworkunderthiscontract.Workers‘Compensationinsurancemustcoverobligationsimposedbyapplicablelawsforanyemployeeengagedintheperfonnanceofworkunderthiscontract,aswellastheEmployers‘Liabilitywithintheminimumstatutorylimits.(2)CommercialGeneralLiabilityinsuranceandautoliabilityinsurance(includingcontractualliabilityinsurance)providingcoverageforbodilyinjuryandpropertydamagewithacombinedsinglelimitofnotlessthanthreemilliondollars($3,000.000)peroccurrence.(3)ProfessionalLiability/ErrorsandOmissionsInsurancecoveringacts.errorsandomissionsarisingoutofConsultant'soperationsorServicesinanamountnotlessthanonemilliondollars($1,000,000)perOCCIJIFEHCE.(4)EmployeeDishonestyandComputerFraudInsurancecoveringlossesarisingoutoforinconnectionwithanyfraudulentordishonestactscommittedbyConsultantpersonnel,actingaloneorwithothers,inanamountnotlessthanonemilliondollars($1,000,000)peroccurrence.lb)ApprovedCompanies.Allsuchinsuranceshallbeprocuredwithsuchinsurancecompaniesofgoodstanding.permittedtodobusinessinthecountry.stateorterritorywheretheServicesarebeingperformed.(c)Certi?cates.ConsultantshallprovideCitywithcerti?catesofinsuranceevidencingcompliancewiththisSection15(includingevidenceofrenewalofinsurance)signedbyauthorizedrepresentativesoftherespectivecentersforeachyearthatthisAgreementisineffect.Certi?catesofinsurancewilllisttheCityofEnglewoodasanadditionalinsured.Eachcerti?cateofinsuranceshallprovidethattheissuingcompanyshallnotcancel.reduce.orotherwisemateriallychangetheinsuranceaffordedundertheabovepoliciesunlessthirty(30)days’noticeofsuchcancellation.reductionormaterialchangehasbeenprovidedtoCity.16.Right:inWorkProduct.la)Generally.Exceptasspeci?callyagreedtothecontraryinanyStatementofWork,allIntellectualPropertyRightsinandtotheWorkProductproducedorprovidedbyConsultantunderanyStatementofWorkshallremainthepropertyofConsultant.withrespecttotheWorkProduct,ConsultantunconditionallyandirrevocablygrantstoCityduringthetemofsuchIntellectualPropertyRights,anon-exclusive,irrevocable.perpetual,worldwide.lullypaidandroyalty-freelicense.toreproduce.createderivativeworksof.distribute.publiclyperformandpubliclydisplay1000EnglewoodParkway.Englewood.Colorado601104373(303)762-2300wwwenglewoodgovcrgl'»\lI«1lrI><v|llrV.,r|lrrm....«....r.\rrwr-Page 262 of 364 byallmeansnowknownorlaterdeveloped.suchIntellectualpropertyRights.(b)Know-How.Notwithstandinganythingtothecontraryherein,eachpartyanditsrespectivepersonnelandconsultantsshallbefreetouseandemployitsandtheirgeneralskills.know-how,andexpertise.andtouse.disclose,andemployanygeneralizedideas,concepts,know-how.methods.techniques,orskillsgainedorlearnedduringthecourseofanyassignment.solongasItortheyacquireandapplysuchinformationwithoutdisclosureofanyCon?dentiallnfonnationoftheotherparty.17.RelationshipofParties.Consultantisactingonlyasanindependentconsultantanddoesnotundertake,bythisAgreement,anyStatementofWorkorotherwise,toperfonnanyobligationofCity,whetherregulatoryorcontractual.ortoassumeanyresponsibilityforCity'sbusinessoroperations.Neitherpartyshallactorrepresentitself,directlyorbyimplication.asanagentoftheother.exceptasexpresslyauthorizedinaStatememofWork.18.CompleteAgreementThisAgreementcontainstheentireagreement,includingallExhibits,StatementsofWorkandotherAttachmentsthathavebeenexecutedbytheparties.andareattachedheretoandmadeapartofmisAgreement.19.ApplicableLaw.ConsultantshallcomplywithallapplicablelawsinperformingServicesbutshallbeheldhannlessforviolationofanygovernmentalprocurementregulationtowhichitmaybesubjectbuttowhichreferenceisnotmadeintheapplicableStatementofWork.ThisAgreementshallbeconstruedinaccordancewiththelawsoftheStateofColorado.AnyactionorproceedingbroughttointerpretorenlorcetheprovisionsofthisAgreementshallbebroughtbeforethestateorfederalcourtsituatedinArapahoeCounty,Coloradoandeachpartyheretoconsentstojurisdictionandvenuebeforesuchcourts.(a)AttorneyFees.intheeventthateitherpartytothisAgreementshallcommenceanyactionagainsttheotherpartyarisingoutoforinconnectionwiththisAgreement,orcontestingthevalidityoftheAgreementoranyprovisionofthisAgreement.theprevailingpartyshallbeentitledtorecoverfromtheotherpartyreasonableattorney'sfeesandrelatedcosts,feesandexpensesincurredbytheprevailingpanyinconnectionwithsuchactionorproceeding.20.ScopeofAgreement.IfthescopeofanyprovisionsofthisAgreementistoobroadinanyrespectwhatsoevertopermitenforcementtoitsfullestextent.thensuchprovisionshallbeenforcedtothemaximumextentpennittedbylaw.andthepaniesheretoconsenttoandagreethatsuchscopemaybejudiciallymodi?edaccordinglyandthatthewholeofsuchprovisionofthisAgreementshallnottherebyfail,butthatthescopeofsuchprovisionshallbecurtailedonlytotheextentnecessarytoconfonntolaw.21.AdditionalWork.AfterreceiptofaStatementofWork.City.withConsultant'sconsent,mayrequestConsultanttoundertakeadditionalworkwithrespecttosuchStatementofWork.Insuchevent,CityandConsultantshallexecuteanaddendumtotheStatementofWorkspecifyingsuchadditionalworkandthecompensationtobepaidtoConsultantforsuchadditionalwork.22.Sub-consultants.ConsultantmaynotsubcontractanyoftheServicestobeprovidedhereunderwithoutthepriorwrittenconsentofCity.Intheeventofanypennittedsubcontracting.theagreementwithsuchthirdpartyshallprovidethat.withrespecttothesubcontractedwork,suchsub-consultantshallbesubjecttoalloftheobligationsofConsultantspeci?edinthisAgreement.23.Notices.AnynoticeprovidedpursuanttothisAgreementshallbeinwritingtothepartiesattheaddressessetforthbelowandshallbedeemedgiven(1)ifbyhanddelivery,I000EnglewoodParkway.Englewood,Colorado80110-2373(303)7612300wwwenglewoodgorvorgPage 263 of 364 uponreceiptthereof.(2)three(3)daysafterdepositintheUnitedStatesmails.postageprepaid.certi?edmail.returnreceiptrequestedor(3)one(1)dayafterdepositwithanationally-recognizedovernightcourier.specifyingovernightprioritydelivery.EitherpartymaychangeitsaddressforpurposesofthisAgreementatanytimebygivingwrittennoticeofsuchchangetotheotherpartyhereto.24.Assignment.ThisAgreementmaynotbeassignedbyConsultantwithoutthepriorwrittenconsentofCityExceptfortheprohibitionofanassignmentcontainedintheprecedingsentence,thisAgreementshallbebindinguponandinuretothebene?toftheheirs,successorsandassignsofthepartieshereto25.ThirdPartyBene?ciaries.ThisAgreementisenteredintosolelyforthebene?tofthepartiesheretoandshallnotconferanyrightsuponanypersonorentitynotapartytothisAgreement.26.Headings.ThesectionheadingsinthisAgreementaresolelyforconvenienceandshallnotbeconsideredinitsinterpretation.Therecitalssetforthonthe?rstpageofthisAgreementareincorporatedintothebodyofthisAgreementTheexhibitsreferredtothroughoutthisAgreementandanyStatementofWorkpreparedinconformancewiththisAgreementareincorporatedintothisAgreement.27.waiver.ThefailureofeitherpartyatanytimetorequireperformancebytheotherpartyofanyprovisionofthisAgreementshallnoteffectinanywaythefullrighttorequiresuchperformanceatanysubsequenttime;norshallthewaiverbyeitherpartyofabreachofanyprovisionofthisAgreementbetakenorheldtobeawaiveroitheprovisionitself.28.ForceMajeure.ifperformancebyConsultantofanyserviceorobligationunderthisAgreementisprevented,restricted,delayedorinterferedwithbyreasonoflabordisputes.strikes,actsofGod.?oods.lightning,severeweather,shortagesofmaterials.rationing.utilityorcommunicationsfailures,earthquakes.war,revolution,civilcommotion.actsofpublicenemies.blockade,embargooranylaw.order,proclamation,regulation.ordinance.demandorrequirementhavinglegaleffectofanygovernmentalorjudicialauthorityorrepresentativeofanysuchgovernment.oranyotheractwhethersimilarordissimilartothosereferredtointhisclause.whicharebeyondthereasonablecontrolofConsultant.thenConsultantshallbeexcusedfromsuchperfonnancetotheextentofsuchprevention,restriction,delayorinterference.Iftheperiodofsuchdelayexceedsthirty(30)days,Citymay.withoutliability,terminatetheaffectedStatementofWork(s)uponwrittennoticetoConsultant.29.TimeofPerformance.TimeisexpresslymadeoftheessencewithrespecttoeachandeverytermandprovisionofthisAgreement.30.Permits.Consultantshallatitsownexpensesecureanyandalllicenses,pennitsorcerti?catesthatmayberequiredbyanyfederal,stateorlocalstatute,ordinanceorregulationfortheperformanceoftheServicesundertheAgreement.ConsultantshallalsocomplywiththeprovisionsofallApplicableLawsinperformingtheServicesundertheAgreement.AtitsownexpenseandatnocosttoCity.Consultantshallmakeanychange,alterationormodi?cationthatmaybenecessarytocomplywithanyApplicableLawsthatConsultantfailedtocomplywithatthetimeofperformanceoftheServices.31.MediaReleases.ExceptforanyannouncementintendedsolelyforinternaldistributionbyConsultantoranydisclosurerequiredbylegal,accounting,orregulatoryrequirementsbeyondthereasonablecontrolofConsultant,allmediareleases.publicannouncements,orpublicdisclosures(including.butnotlimitedto,promotionalor1000EnglewoodParkway,Englewood.Colorado80110-2373(303)762-2300wwwenglewoodgnvorgl'\\««ri-.....=..i..t-st...»-.o....-tttutirv‘JPage 264 of 364 marketingmaterial)byConsultantoritsemployeesoragentsrelatingtothisAgreementoritssubjectmatter,orincludingthename,trademark.orsymbolofCity,shallbecoordinatedwithandapprovedinwritingbyCitypriortothereleasethereof.ConsultantshallnotrepresentdirectlyorindirectlythatanyServicesprovidedbyConsultanttoCityhasbeenapprovedorendorsedbyCityorincludethename.trademark.orsymbolofCityonalistofConsultant'scustomerswithoutCity'sexpresswrittenconsent.32.NonexclusivoMarketandPurchaseRights.ItisexpresslyunderstoodandagreedthatthisAgreementdoesnotgranttoConsultantanexclusiverighttoprovidetoCityanyoralloftheServicesandshallnotpreventCityfromacquiringfromothersuppliersservicessimilartotheServices.ConsultantagreesthatacquisitionsbyCitypursuanttothisAgreementshallneitherrestricttherightofCitytoceaseacquiringnorrequireCitytocontinueanylevelofsuchacquisitions.EstimatesorforecastsfurnishedbyCitytoConsultantpriortoorduringthetermofthisAgreementshallnotconstitutecommitments.33.Survival.TheprovisionsofSections5,8(9).10,11,13.14.16,17,19,23,25and31shallsurviveanyexpirationorterminationforanyreasonofthisAgreement.34.Veri?cationofCompliancewithC.R.S.8-17.5-101ET.SEQ.RegardingHiringofIllegalAliens:(a)Employees,consultantsandSub-consultants:ConsultantshallnotknowinglyemployorcontractwithanillegalalientoperformworkunderthisContract.Consultantshallnotcontractwithasub-consultantthatfailstocertilytotheConsultantthatthesub-consultantwillnotknowinglyemployorcontractwimanillegalalientoperformworkunderthisContract.[CR58-17.5-1D2(2)(a)(I)8.(Il).}(la)Veri?cation:ConsultantwillparticipateineithertheE-VerifyprogramortheDepartmentprogram,asde?nedinCR8.6-17.5-101(3.3)and8-17.5-101(3.7).respectively.inordertocon?rmtheemploymenteligibilityofallemployeeswhoarenewlyhiredforemploymenttoperformworkunderthispubliccontractforservices.ConsultantisprohibitedfromusingtheE-VerifyprogramortheDepartmentprogramprocedurestoundertakepre-employmentscreeningofjobapplicantswhilethiscontractisbeingperformed.(c)DutytoTerminateaSubcontract:IfConsultantobtainsactualknowledgethatasub-consultantperformingworkunderthisContractknowinglyemploysorcontractswithanillegalalien,theConsultantshall;(1)notifythesub-consultantandtheCitywithinthreedaysthattheConsultanthasactualknowledgethatthesub-consultantisemployingorcontractingwithanillegalalien;and(2)tan-ninatethesubcontractwiththesub-consultantif.withinthreedaysofreceivingnoticerequiredpursuanttothisparagraphthesub-consultantdoesnotstopemployingorcontractingwiththeillegalalien;exceptthattheConsultantshallnotterminatethecontractwiththesub-consultantifduringsuchthreedaysthesub-consultantprovidesinformationtoestablishthatthesub-consultanthasnotknowinglyemployedorcontractedwithanillegalalien.(cl)DutytoComplywithStateInvestigation:ConsultantshallcomplywithanyreasonablerequestoftheColoradoDepartmentofLaborandEmploymentmadeinthecourseofaninvestigationbythattheDepartmentisundertakingpursuanttoC.R.S5415-102(5)1000EnglewoodParkway.Englewood.Colorado80110-2373(303)762-2300wwwenglewoodgovorg\in:1.i»......i».~.t..u..w....».w...uawPage 265 of 364 la)DamagesforBreachofContract:TheCitymayterminatethiscontractforabreachofcontract.inwholeorinpart,duetoConsultant'sbreachofanysectionofthisparagraphorprovisionsrequlredpursuantloCRS6-17.5-102.ConsultantshallbeliableforactualandconsequentialdamagestolheCityinadditiontoanyotherlegalorequitableremedyIheCitymaybeentitledtoforabreachofthisContractunderthisParagraph34.1000EnglewuodParkway,Englewood.Colorado30110-2373(303)762-2300wwwenglewaodguvorgmu:‘lh..uI\’|(’uu.u\|v*'\‘»u~\rx'.\\l1l‘Page 266 of 364 INWITNESSWHEREOF,thepartiestothisAgreementhavecausedittobeexecutedbytheirauthorizedofficersasofthedayandyearfirstabovewritten.ThisAgreementmaybeexecutedincounterparts,eachofwhichshallbedeemedanoriginal,butallofwhichtogethershallconstituteoneandthesameinstrument.CITYOFENGLEWOOD,COLORADOBy:Date:(DepartmentDirector)By:Date:[Citymanagnr)By:Date:[MayanATTEST:CityClerkMnuc\¥A.:-Sjroikts:1‘.a.‘IrLL‘:-(consultanlName)Z‘597D§‘0X,YosrmhléS;|(r.r.-L4AddressQetxamlatCity.Slate2:Codechlili?sglmle,CA-mltln.|rlntNamnlTitle:Pt<t;?¢!-\-*MS’:Date:"|—l|>‘Ii1000EnglewoodParkway.Engiewuud,Colorado80110-2373(303)762-2300wwwenglewaodguvorgPage 267 of 364 SCHEDULEAOUTLINEOFSTATEMENTOFWORK1.GENERALTisScheduleisattachedtoandmadeapartoftheProfessionalServicesAgreementdated‘IO.2018.betweentheCityofEnglewood(CITY)andMountainStatesIaging,LLC.(CONTRACTOR)fortheDocumentScanning8.ImagingProject.2.NAMESOFPROJECTCOORDINATORSTheCity'sProjectManagerwillbeJeniferDoane.TheContractor'sProjectManagerwillbeRyanCandela.3.SUMMARYOFPURPOSEFORSTATEMENTOFWORKTheContractorwillprovidedocumentconversionservicesfor?leslocatedattheLIttletonIEng|ewoodWastewaterTreatmentPlant(LIEWVVTP)offices.4.EQUIPMENTANDPROGRAMMINGTOBEPROVIDEDBYCITY(IFANY)TheCITYwillprovidedataandinformationrequestedbytheCONTRACTOR,ifavailable.includingacopyoftheTABInventorydatain.CSVor.TXTfon-nat,with?eldsTABNumber,FileName,andanyotherimportantinformationasdeemedbyCITY.5.OTHERCONTRACTORRESOURCESTheCONTRACTORwillprovidethemanagement,technicalexpertise,andresourcestocompletethescopeofworkdescribedbelow..6.DESCRIPTIONOFWORKPRODUCTANDDELIVERABLESTheCONTRACTOR'sscopeofworkincludesthefollowingtasksanddeliverables.TheContractorwillprovidethesecurepickup,transportation,documentprep,scan,andindexofthe"TABInventory"?leslocatedattheLittletonlEng|ewoodWastewaterTreatmentPlant(LIEWWTP)of?oes.Aspartoftheconversion,MSIwilluseTABInventorydataprovidedbyCITYtoproperlyindextherecords.Post-Conversion,MSIwillholdscannedboxesfor45days,offeringreturn.longtermstorage,orNAID-Certi?edDestruction(Shred).BoxesthatarestoredbyMSI,butnotscannedunderthisscopeofworkwillbestoredforupto6monthsatnocosttoCITY.After6monthsoffreestorage,CITYwilldetermineifboxesaretobescanned.returnedtoCITY.orcontinuetostoreLong-TermwithMountainStatesImaging.Priortothe6-monthdate,MSIwillevaluaterecordsanddetermineiftheycanbescannedwithinthenot-to-exceedamount.Ifitisdeterminedthatadditionalserviceswouldexceedthenot-to~exceedamount,noticewillbegiventoCITYpriortoanystart.Anydocumentdestructionperfomtedpost-scanwillnotbecharged1000EnglewoodParkway.Englewood,Colorado50110-2373(303)762-2300www.englewoodgov.ornl‘\\4“‘'51-l4lllel.I“l*ltu1Ii)l>\AH\t»l1‘\“n-Page 268 of 364 10.11.12.SPECIALTERMS.IFANYNone,MODEOFPAYMENTTheCITYandCONTRACTORhaveestablishedanot-to-exceedlumpsumcostof$45,000forthescopeofservicesdescribedinthisschedule.PAYMENTSCHEDULECITYwillpayCONTRACTORfortheworkmonthlybasedonthenumberofimagesscannedeachmonth.ascalculatedbytheCONTRACTOR‘CONTRACTORshallprovidemonthlyprogressreportsdetailingworkcompletedinthatmonthforapprovalbyCITY.SCHEDULEANDPERFORMANCEMILESTONESThisschedulesetsforthetargetdatesandperformancemilestonesforthepreparationanddeliveryoftheDelivereblesbyCONTRACTOR.StartofworkfollowingNoticetoProceed.WorkcompletionbyDecember31.201B.ACCEPTANCEANDTESTINGPROCEDURESAcceptancebyUEWWTP.including(butnotlimitedto).qualityacceptanceofscannedimages,indexdata,andcompletenessofwork.LOCATIONOFWORKFACILITIESMountainStatesImaging,LLC.7050SouthYosemiteStreet,Centennial.CO50112.INWITNESSWHEREOF,pursuantandinaccordancewiththeProfessionalServicesAgreementbetweenthepartiesheretodatedI0,20;;thepartieshaveexecutedthisStatementofWorkasofthis[Qdayof1zog.CITYOFENGLEWOOD,COLORADOBy;Title"Date:(Signature)(PrintName)1000EriglewoodParkway.Englewood.Colorado80110-2373(303)762-2300wwwenglewoodgavorgM\I‘Ztil‘i-n.mu.nlum.I«I\»..x.-..Page 269 of 364 MOUNTAINSTATESIMAGINGLLC.ContractorNe_(Signature)\I.[I-(rintName)Title:£,l‘¢;lJCl\'*"’Dale:ff-/0'/K100DEnglewuodParkway.Englewood.Coluradu801102373(303)752-2300www.eng|ewaudguv.urgPage 270 of 364 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 271 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 1 of 5 MINUTES Supervisory Committee Meeting Thursday, April 19, 2018 South Platte Water Renewal Partners (SPWRP) 2900 South Platte River Drive, Englewood, CO. 80110 - Conference Room 10:00 a.m. COMMITTEE PRESENT: Eric Keck Englewood City Manager Larry Nimmo Acting Englewood Public Works Director Keith Reester Littleton Public Works Director COMMITTEE ABSENT: Mark Relph Littleton City Manager STAFF PRESENT: John Kuosman SPWRP Director Blair Corning Deputy Director, Strategic Programs Kurt Carson Deputy Director, Operations & Maintenance Solutions Jenifer Doane Deputy Director, Manager of Business Admin. & Communications David Robbins Hill & Robbins, SPWRP Attorney Dan DeLaughter Applied Data & Policy Engagement Programs Mgr. Brenda Varner Government Relations Specialist I. Call to Order The April Supervisory Committee (Committee) meeting was called to order by John Kuosman, Director of the South Platte Water Renewal Partners (SPWRP). II. Consideration of Minutes of Previous Supervisory Committee Meeting The March Committee meeting minutes were unanimously approved via email on March 20 and 21, 2018. III. Action Item(s) Stratum Consulting Partners: Jenifer Doane discussed the recommended professional services agreement with Stratum Consulting Partners with the Committee. The agreement would provide specialized coding and development services, professional consulting and training services for the organization’s asset management software, Infor EAM. The committee discussed how Page 272 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 2 of 5 SPWRP would benefit from the use of a new mobile app feature and how the advantageous timing would allow for integration of SPWRP’s Infor EAM system with City of Englewood’s new Enterprise Resource Planning (ERP) software, Tyler New World. SPWRP staff recommends the Committee approve a professional services agreement with Stratum Consulting Partners, for consulting and training services, in the amount of $30,000. ACTION TAKEN – The Supervisory Committee considered a motion to approve the professional services agreement with Stratum Consulting Partners for consulting services, systems integration services, data conversion services, training services and related services, in the amount of $30,000. Eric Keck moved, Larry Nimmo seconded, three ayes, no nays. Motion approved. SPWRP staff plans to present this professional services agreement to the Englewood City Council for consideration in May 2018. Labworks: Jenifer Doane discussed the recommended professional services agreement with Labworks, LLC., with the Committee. This agreement would provide support, licensed software, document updates, and access to the Labworks user site for the Laboratory Information Management System (LIMS) in the laboratory. SPWRP’s lab equipment is interfaced with LIMS and testing results are automatically imported. The information from this database is used for regulatory reporting, process control and special study analyses. If SPWRP does not make these software upgrades, the organization risks security issues and new instrumentation not communicating with software and automatically collecting data. SPWRP staff recommends the renewal of the Labworks, LLC., professional services agreement for SPWRP’s Laboratory Information Management System (LIMS) in the amount of $24,075, and the approval of the software upgrade for $7,100, for a total of $31,175. ACTION TAKEN – The Supervisory Committee considered a motion to approve the professional services agreement with Labworks, LLC., for support services and related services for SPWRP’s Laboratory Information Management System (LIMS), in the amount of $24,075, and software upgrade in the amount of $7,100, for a total of $31,175. Keith Reester moved, Larry Nimmo seconded, three ayes, no nays. Motion approved. SPWRP staff plans to present this professional services agreement to the Englewood City Council for consideration in May 2018. OrthoPhosphate (Phosphorus) as Corrosion Control Legal Filing: Blair Corning and Dan DeLaughter discussed the recent decision made by the Colorado Department of Public Health and Environment (CDPHE) Water Quality Control Division to require Denver Water to add orthophosphate into its drinking water supply. This is being required for optimum corrosion control treatment which is intended to prevent or reduce lead and copper from leaching into drinking water from pipes and fixtures. The addition of orthophosphate creates the potential of added expense for both water and wastewater ratepayers and increased nutrient loads to watersheds. Phosphorus is one of two nutrients Page 273 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 3 of 5 that are already the subject of future requirements for increased treatment (Regulations 85 and 31). The Supervisory Committee, SPWRP staff and David Robbins, SPWRP attorney, discussed potential options to approach this sensitive topic. SPWRP staff asked the Committee for approval of Hill & Robbins’ involvement with meetings and strategy sessions so he would be confident on making decisions to protect SPWRP and the cities’ best interests as part of an existing contracting mechanism with Hill & Robbins. No additional appropriations are anticipated at this time. In addition, the Committee was asked to consider and approve a contribution for additional legal services in the not-to-exceed amount of $25,000 to be allocated towards legal expenses incurred by the Barr Milton Watershed Association and its attorneys for work required to file and support an administrative appeal of the orthophosphate requirement to the Water Quality Control Division of the Colorado Department of Public Health and Environment. Dan DeLaughter and David Robbins will be the primary contacts for communication and involvement with the two cities related to the administrative appeal and its potential impact on the SPWRP. ACTION TAKEN – The Supervisory Committee considered a motion to approve a not- to-exceed amount of $25,000 to support the administrative appeal filed by the Barr Milton Watershed, and for the Barr Milton Watershed’s legal services associated with the filing. The Committee also considered approving the continued support of David Robbins as is required to guide, support and protect the SPWRP, the City of Littleton and the City of Englewood’s interests, in alignment with current contracting and appropriations. Eric Keck moved, Keith Reester seconded, three ayes, no nays. Motion approved. It was also agreed that there would be a prompt phone discussion with David Robbins, Mark Relph and Stephen Kemp, Littleton City Attorney. Phone briefing with Mark Relph was held on Tuesday, April 24, 2018. Emergency Digester Repair Closeout: Blair Corning discussed the recommendation to conclude the Emergency Digester Repair Project and finalize the funding request totaling $74,512.12. This funding request will be paid to Water Technology Group who was the contractor selected to provide the emergency maintenance and repair support related to Anaerobic Digester No. 3, that were identified in February, 2018. The Committee was previously briefed on the Anaerobic Digester No. 3 emergency repair issues, emergency funding appropriation, and subsequent progress at the February and March Supervisory Committee meetings. Blair reviewed SPWRP’s 2018 budget and outlined how the costs for the Emergency Digester Repair would affect the budget for the rest of 2018. ACTION TAKEN – The Supervisory Committee considered a motion to approve the purchase order agreement with Water Technology Group for the emergency repair of Anaerobic Digester No. 3, in February 2018, in the amount of $74,512.12. Eric Keck moved, Keith Reester seconded, three ayes, no nays. Motion approved. The SPWRP staff plans to present this purchase to the Englewood City Council in May 2018. Page 274 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 4 of 5 Mountain States Imaging: Jenifer Doane discussed the recommendation to approve a professional services agreement with Mountain States Imaging for document scanning and imaging, in the amount of 45,000. This will give SPWRP the ability to move from a paper records management system to an electronic data, information, and records management (DRIM) system . This will considerably reduce our litigation risk, increase effectiveness and efficiency, reduce records storage costs, increase fiscal responsibility of public funds and align with the practices of State and Federal regulating agencies. ACTION TAKEN – The Supervisory Committee considered a motion to approve the professional services agreement with Mountain States Imaging, LLC., for document conversion services, in the amount of $45,000. Larry Nimmo moved, Eric Keck seconded, three ayes, no nays. Motion approved. The SPWRP staff plans to present this professional services agreement to the Englewood City Council for consideration in May 2018. IV. Informational Items Staff discussed these informational items with the Supervisory Committee:  Industrial Mechanic Hiring Update  2018 SPWRP Events Calendar o Earth Day River Walk and Clean-up, Sunday, April 22, 2018 o Community Open House, Wednesday, June 6, 2018 o World Water Monitoring Day, Tuesday, September 25, 2018 o Used Oil and Cooking Grease Takeback Event, November 2018 o David Robbins advised that the SPWRP should use the full name of the facility including the words “Owned by Littleton/Englewood” as an integral part of the new name.  Rocky Mountain Section of American Water Works Association / Rocky Mountain Water Environment Association (RMSAWWA/RMWEA) Joint Annual Conference Submissions o This conference will be held in Denver, CO at the Convention Center, Sunday, September 16 – 19, 2018. o SPWRP staff submitted nine (9) abstracts for consideration.  Energy Efficiency Award o On Tuesday April 18, 2018, the South Platte Water Renewal Partners received Xcel Energy’s Process Efficiency Award. This award is for energy saving process improvements implemented by the plant in 2017. Total energy reduction in 2017 as a result of these initiatives was 2,332,242 kwh, this Page 275 of 364 South Platte Water Renewal Partners 2900 S. Platte River Dr., Englewood, CO 80110 P (303) 762-2600 F (303) 762-2620 www.spwaterrenewalpartners.org OWNED BY LITTLETON/ENGLEWOOD SUPERVISORY COMMITTEE MEETING MINUTES Thursday, April 19, 2018 Page 5 of 5 reduction has saved the facility $163,257. All of these opportunities were achieved with minimal capital investment (<3-month overall payback).  Three (3)-Month Outlook for Supervisory Committee Action Items  WWTP Influent Flow and Load Summary: o The measured flow to the SPWRP averaged 20.1 mgd in March 2018, which is the same from March 2017. The measured flow split was 42.6 / 57.4 percent between the cities of Littleton and Englewood, respectively. V. Adjournment The next Supervisory Committee meeting is scheduled for Thursday, May 17, 2018, from 9:00– 10:30 a.m., at South Platte Water Renewal Partners. Adjourned at 11:14 a.m. Recording Secretary Signature Brenda J. Varner The SPWRP Supervisory Committee approved the April 19, 2018 meeting minutes via email on April 27 and 30, 2018. Eric Keck, Larry Nimmo, and Keith Reester all ayes, no nays. Mark Relph did not vote. Minutes approved. Page 276 of 364 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Jenifer Doane DEPARTMENT: SPWRP DATE: May 21, 2018 SUBJECT: SPWRP Upgrade and Replacement of Fire Alarm Panels and Detectors DESCRIPTION: SPWRP Upgrade and Replacement of Fire Alarm Panels and Detectors RECOMMENDATION: The South Platte Water Renewal Partners (SPWRP), owned by Littleton/Englewood, recommends Council approve, by Motion, a contract with Johnson Controls (aka SimplexGrinnell) for the upgrade and replacement of fire alarm panels and detectors at the South Platte Water Renewal Partners facility in the amount of $95,200. This recommendation was approved by the Supervisory Committee on February 15, 2018. PREVIOUS COUNCIL ACTION: The Council approved the 2018 Littleton/Englewood Wastewater Treatment Plant Budget on October 16, 2017. SUMMARY: Our annual inspection of the fire alarm system, wet sprinkler system, preaction system, and alarm monitoring found that significant upgrades and replacements are needed to ensure the safety of staff and protection of the facility. Specifically, it identified that we need to upgrade the plant’s fire panels, replace flame detectors at the Methanol Building and connect administration boiler duct detectors to the fire panels. These services fall outside of the scope of our annual support and monitoring contract with SimplexGrinnell. Upgrading the plant’s fire panels and CPU - The current panels are out-of-date causing faulty alarms quite often and they are routinely undergoing repairs requiring the system to be shut off during work and endangering staff. Replacing the flame detectors at the Methanol Building - Our flame detectors routinely set- off false alarms, especially during moisture events because the rain or snow sticks to the lens. The outdated detectors require special testing units from Houston resulting in additional cost. The replacement of all 6 flame detectors with snow / rain guards will include installation and testing. Tying the duct detectors to the fire panel - With the exception of the four in the Admin boiler room, all of the duct detectors in the plant communicate with the fire panels when they detect Page 277 of 364 smoke in the ducts and shut-down the system to stop the circulation of smoke throughout the rest of the building. By connecting these four duct detectors to the fire panels it will provide a better system for monitoring and alerting staff to fires in the Admin building, and also give us congruency for our duct detectors throughout the plant. ANALYSIS: These projects that will improve our fire detection, alarm and suppression systems at the plant and necessary for employee safety. 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. We have already paid for a professional services agreement with Johnson Controls (SimplexGrinnell) for annual inspections and emergency support for the amount of $17,675. The PSA does not include replacement or upgrades of panels or detectors. ALTERNATIVES: These are vital services to employee and community safety and there are limited alternatives. CONCLUSION: These upgrades and replacements are necessary for the optimal operation of the plant and the safety of our employees. Without these upgrades to our systems, we risk the safety our employees and catastrophic failures. ATTACHMENTS: Contract Approval Summary Form - SPWRP Upgrade and Replacement of Fire Alarm Panels and Detectors Contract - SPWRP Upgrade and Replacement of Fire Alarm Panels and Detectors SPWRP Budget Page for 2018 Approved Supervisory Committee Meeting Minutes - SPWRP Upgrade and Replacement of Fire Alarm Panels and Detectors Page 278 of 364 vnocvrntrmxrawtsicncorrrimzrcanSERVICESAGREEMENTNuuasaCFEIIB-13UpgrlltlnumRlptloarrmitatFiremmsas.2unSllltylultonmnReterertce:mmon‘musCONTRACTmadeandenteredintoon.24:19byandbetweenJghnsguQontrgts14200E.ExgasitionaweAuroracoaomzhereinafterNameAddressCity51ZipcalledtheCONTRACTORandtheGIT‘!OFENGLEWOOD.hereinaftercalledtheCITY.WITNESSETH;Thepartiesdoherebycontractandagreeasfollows:1.TheCONTRACTORshallfurnishtheCITYthefollowingservices:UpgradeandReplacementofFirePanelsatLIEWWTPAtthelocationof:2900S.PlatteRiverDriveEggtewoodCO60110foratotalcontractpriceat:NinetyFiveThougrtgTwoHundredDollars($95,200).Theinitialtermoithiscontractisforoneyear.Thetermofthiscontractshallbeginon_.20_wiihworktobecompletedonorbefore,Z0_.intheeventthatthepartiesdesiretoextendthecontractbeyondtheoneyearperiod.writtennoticegivennolaterthansixty(60)dayspriortotheendofthecontract.shallbeprovidedtotheCitybytheContractor.ThepartiesshallthenenterintoarenewalamendmenttothisContract.includinganewScheduleA—OutlineofStatementolWofk,andanyexhibitsnecessaryfortheextension.Thepartiesmayenterintoamaximumoflive(5)oneyearrenewals,unlesseitherpartygiveswrittensbtty(60)daynoticeofnon~renewal.Allolthetermsandconditionsotthiscontractshallapplytoanyrenewal.TheContractorshallnotcommenceworkunderthisContractuntiltheinsurancerequiredunderParagraph20ofthegeneralTgmtgandCggdlglgnghasbeenacquiredandsatisfactorypmoloisuchinsurancehasbeensubmittedtotheCity.Theservicesshallbesupervisedby;ortheprojectshallbeinspectedbytheProjeaManagertortheCity.orhisorherauthorizedrepresentative.TermsofPayment;ThecityagreestopaytheContractorforthepertormanceofallthewort:requiredunderthiscontract.andtheContractoragreestoacceptastheentireandonlycompensationtherefore.suchsumorsumsofmoneyasmaybeproperinaccordancewiththetotalestimatedpriceorpricessetforthintheContractorsproposalattachedheretoandmadeaparthereof.PaymentshallbemadeInalumpsumuponfinalcompletionoftheprojectunlessothertermsareagreedtobytheCityintheStatementofWork.A5%retainageoltheawardedprojectamountwillbewithhelduntil?nalInspectionandacceptancebytheProjectManger.wonEngiewoadParkway,Englewood.Colorado80110-2373(303)7s2.23uowww.eng|ew-vudgovcrgPage 279 of 364 6.ThisContractincludestheGeneralTermsandConditionsasprintedandsetforthinthefollowingpages,andtheContractor,byexecutingthisContract,agreestocomplywithallsuchGeneralTermsandConditions‘7.TheContractorshallguaranteeallleburandmaterialusedintheperformanceofthisContract{oraperiodofoneyearfromthefinalwrittenapprovalbytheCityoraspertheRequestforQuali?cationandSpeci?cations.E.INWITNESSWHEREOF,thepartieshereuntohavesubscribedtnthisContract,includingallContractDocumentsaslistedbeluw:Proposal/ScopeofWorkStatementInsuranceFormsPurchaseOrderNo,Immigrationdocuments(ifapplicable)ExhibitsandAttachments,includingScheduleA,Outline0!statementofWorkCITYOFENGLE\NOODBy:Date:(DepartmentDlrectnr)By:Date:(CityManager)By:Date:(Mavur)ATFEST:CityClerkdagdsosAngusEgzéE€=fI’€c>?oeLPContractor(printcumpanynarnaja,—D;;=gifglt,someQL—5‘ANHGCIE.(PrintnameanTllle)K4Page 280 of 364 NOYE:FederalRegulations(CodeSectlonsE041and6209)raqulrenon-cnrporatareclplenlsof$300.00ormoretolurnlshlllelrtaxpayeridenti?cationnumbertothepayer.TheregulationsalsoprnvldathatapenaltymayheImposedlorlllluretofurnlshthetaxpayeridantl?culionnumber.Inordertocomplywllhtheserenulatlons,theCityrequiresyourluderallaxldenll?callnnnumberorSocialSecurityNumber,whlchavarlsappllcable.Page 281 of 364 GENERALTERIlI§ANQcgunimus1-vPNPUIIB3!=|M=¢\10aocapinnaabyanslgnhuMaminim:andIsauarica0!Inaupropdaiiepurchasearueraxai-iyi.ImevAmInalxiy(60)daysaltermorsoeiviof«unioniinlanouiuviuusunuiniau.Thecityresume:theilgmbeIocaplormjacianyandallquotesandreseivesmerightll:wlwuanyhfnmilliyinanyquail.AllnonlrsclnwarszsmoarcsubbedInawn-iivalbyCh;ComaThisIionhldIII1anyu?lchmenbaninn!vlll?umllsuchapprovalhasbunobtained.2.SITEEXAMINATION.IIappibabb.C?flrad?mustexillnlllaIhninandGQIIWIllmusursmiml.Oliccl?calliullandconulllomenactingBIOwork10hapertomied-M.the?it.Bysubrrimlnvtheirquote,in:cmhiiaorwn-rum:matusatIII!(hualriullevheurhi!)madeIu?lslleaxnlnha?anItlhtydeemriocesuaryItgardlrvglhaoimdlllonDHIIBIIIBHI:allhllllyformllullli.vmrkimnandll?lm?lIndlhlComiuaorsahllnytapivtectexistingsultan:amS|lbs\Il'l£ElnipravemenlsiNI)claim[orllovvlncaMIIIIInnlwnayi?llIIIallowedIIinwithInauaruofhranyotherundlsmveieiicundllomImlheIlla.3.EQUIFMENTMIDLaaugThecaniumranaii?lnllhIIIInnis.equpinam,uppmiua.iaciiiiia-,innapamnan,labor.andmaieriainecessaryInhlnlshmaseivlceshereinoesulbeii.TheservicesIIIIIIbevuriumiananaimIlniasandpieeasudllectednymaamiiuiizadciiyreplesema?veasIiiclcnhedInmsworkIpenllicnlioiiporImamenlnfworkattunedmm».4.§?§§Q_?§AG'I’0RS.CanlranlaragreesinbindEVENSlbwmlitl?rtoUhl?lmlDIl?lOw?riclit[IrisIu?l(arm:ll!ayplclhlalosilrnollllstlnfswork.IfCnnlraclnrsnailsibonrlraaanypurlM\h|scarirnct.comrworslullhalilyrulnanslhiamuCkylnrncllandunlularisMN!mbuonlraciovand01pawnsdinerdiemlyorlviiiltedhja?lplayedbyhinléf.NmiiiruonmnhedinInconlrlcldncimeiiin-hailcreateanynonttaizwalrdallonshelweenanysuhoonnulnrarinInaCity,5.DEFAIILEVcguggcwhenConl?d?l‘.nlanysuhcomraanr.urvamarlhallIsltnneweranyanielsorSGMEBnrlhildeliveranyarticleorIBMDEwhichdoesI101cinlunnInIhawclkiyan?lizlllmumm:Slltunelllulwork.IN!Citymay,Ilpm?ve(5)lashes;div!‘priorwllllaunullcedalulblllnthedafmil,IIIIIuplhu,luluandallBl?llhacom-IclsriinndInn!with-Saidcnnimiar.I?lcunlraclaratvendorellhelhMmlaatInpad,indanus‘lllln3newcnnllldInsuch3maiinervmlaiwouldbeinIrisnestadvamauaullrieCity.TheCllyreaaivumerlnhlliocancalInyu?ldalnrwvlusw?m[heCnmmclarmaybeIlnlhialafulrilshbacaixaaolecunollllcconditions,goveminemnilBgIli|iarLsavdlherslmllarcamelbeyondMlUiimlOM13ContractorpmuldeiisalisfacinryumnflaVunillhulInmyCllv.llrlquoslod.e..N0mluguorlnamlimlInmi.ounhclslullhaand:wvlhoiilspeci?cpiiominanauplvvalbyBnlhpl?les.7.iCixlladavShall01ailllmuuvfumaIlrlddlsdpllliaIndgnndnl?evuviungHIaniplnyeuandshallIW1emplwonworkanyurvllpenonornivyoneno!skilledInwurtranlgne?inhimorMl‘,Anyp?ls?nHIlheHIIp'oyI11IMDonltaclnrMnlheEllymiydeemImaompelemDI’un?tlll?llbedlllllluedFromme1110lieandminotagainbeai-nplnyedItthe5518Wilh?lllMl?oneomenl[mmtheCity8._NulubalilllllunsofmaterialsorpaganslmmIhosenpedladIntheSlalemenlofworkshallhemadewittwwtlmpriorwrittennwiwalollhaCily9-‘CnnlmlvfIll!"pm/Idacornpeinnlaupelvlsmnulperaoiuielempluyedan1he|obalts,in:01anulvmuvt.IndnunliyMwuiliiiinnshtp.ID.i:i.:,5ugig.Dehrlsshallharammed(mmIn:premises.TheJobsilean-iiheIieplInmadurderalallmmwimiwalkI:mlactuailybeingperlnrmeiianasha1|hemainiainedMaaaiaandemummlllim.11..anyrepvelaninllvumananallIlmanhavewas:InwinkwhereveritisInpreyarauunorpmgros».Contractorshallprovide3:19andumperlacllliiuforInchmoan‘Z-TMCauhunriliallerectandpmpeiiymulnllklItalIlmal.anvequlledbycnmilltovisIndprcglunulwe.aiinecessaryI:lmuaM1.dum.bame1&iignia,anuva1cimnuupmiaciiuiMmiianznandIll:publc.andmanpas!dangersignswamlngagllnslnazamacreatedbyaucnflaluresInmoaouiaaclmaaanamiauan.I3..maciryrasuvasuungniiooccupybuilding:ItanyiimaaaimaioimaimrvlrantcnmpldlionandsuchotcupancysiiaiinmcmsiuuiarinuiIcupuliuonppmvolofanypeltaimawurkwvaedbyIrilswoman.normii:ui:hocupan.-yextendthedalalpecl?edVarlubllall?llwmplallnnof|hawolk.I4.OECONTRACTANDPIIHQHEEgags.‘l'l1aCmlrac1nuli.:|InntuslunnrlllinsferbynpuillnnoiIlwnrulhevwbamyorII:11ii:li?hll.burdens,dillles,orohllgiiilominnermi:comawnnnurmaprlorvnmuiaimaaniai"I8CV.‘5--TMPINJSI10thecamcunauaaasaanaanunpanomanaermuwiuuminymatimeandinonemenuiinimaynpmaniaaminnhilalzlng.dalvuilig,orpellumlngbyanactWGu?.WI.il?kl,Inn.shnrlagaMIranssla?nlulhcllllu,lack-nil.orltlaanmmmeuimainmuiaia.prauuaia,planlsorIacllllesbyIhagavunrrism;whenaunahdnryevidsnneIhemnlInpresemadIohenlturpany?u).providedII!!!itllnnls?moriyestablishedIhslIMmopalnriiiaruneBnotdueInthelullornsglanlall?nDillyMilDerhllvllllu.10‘»TMCOMIBWI‘Ohlll“V8.GEVGIIH,hoklrurnilnssandlmemrlfymaCityIIIWIIall!animalmyIndallloan,univugns.Iabllites.china.andcomolimlaboevuklriiiandnammroriiuuiyioordual}:ulunypennnandfurInnnrdiniaguInanyplvpa?yucizumngInwnneeiionWM‘!mhanywayIllddemlootalflh?Iullililunuapnnny.MIG.5eivbe.op=rv1|nn:,nrpcrfnmuIimntwarkmp-npai-iyunderliiatum:oflhheonlractbyawelnployeo,Ipnl.orlupuarlllllvaOTConrado!IndlwIllnihnonlrunlovuunlesssuchlosswasIienuldlhaneglgunlactsorumlnlimoitheElly.17.PA!ME?.Unlassuliieivdsespacl?ad.macmmuarshillland!Irlwlnoalormlhllllldalilundorsarvloespe?nmiedumsr[haDMWBL1MPurdiasaOM21:ThlCitylhlllmnlrapayimulforuinlailals.IuppllnnrntnarleivleamilvishadunderIhhComrlclInIllllpSllllancailpiellonofDIGworkMlhlnIllrly(ZW)dry:ilhrdeliveryInIn!IppuvllbyIMlulllnlhedClynupruniimivaMalllnvolczsandolherdoitumlillryuilldencaIeasiznahlyreqillredbytheCitylndl?lngmasailslaclnryieleasanfIllIBMorclaim:forlensbysnbeumrackais.Ilborarl.Indmll?illsupvleis(0!walkclInltanhhpm!/HadunderthisCulllraulM’FumnamOmar(whldlupptwnlshallmlheunraasunablywilhheid).I5.ThucmtrimnrIndEl(IVMleill?wyees,Igznll.andaubcunlracloixmillsewnIndrmlnlalnIn(nice,llCofllliclnfllulucoolandmenus.50¢?!Innruesandpermitsasarerquliedbylaw.Indiiiiirigmylicensesorpam?lvwllllu?byIllaShyH1mnnecllanMIDIthelumkhhgofnialc?als.supplies.otsewioeallslelnIlslad.ll.camggtzmgMg:A1:9EQ53EMPLOYEEon_??,Wllllelruiluadinorcarryingallullserlerrnsandcom?lona01theCnnltanlnrPinhnsaCruel’.Ill!3Page 282 of 364 cennaewIsanindapanuemcaniraawr.ananeianalficar,eanaiayae,agani,panna-.nrieiniyannneaimeciiy.20.cgn1’5M:1'an'sMn§u§mg1i3;cmR'§.ThecuiuaciovshallnotaammenaaworkunaarlhllmmracimilinmauiminaumaInauramaiequliaaunnavililsparagraphandsailslacmypiwlplIIIDYIInaui-anonhasbeensubmittedincily.laieapiierwurkarammpenn1luninennanea.thepelcythannotbenmaiidaiiormnainedamthecnvaraineamountsmannotheiemoeawimammaciiyrapniorwrmancnnsani,maOllyshalbenamedasanadditionalInsuredandbefurnishedmay(30)any:imllanneiiaepierloeancailaitnn.Thecnvumioranalnotallwanysuhoonirauer.employeeM’agentIncummaneaworkunihlawninuorIriywbwnlncauniiiIllaInsurancehasbeennhialned.a)mgumcgmassAnnmggug.weClkvnquiralinefallmuinglnlvilmumurinmilailnsuvlncaewauae:CnlrlneminlsanacaiLlublllyinmaImnunleis:.ono,nnnparuwunaneo:PrulaulomlLiauiiayErmr:andonanissiunainmaaniourilnl$I,00(I.000|Iefpc<.1illaicu;iIndanuayeaniananeaiyIndconaaiiarryauainmaanwnniois1,ooo,onupa-eceunence.rnaAbnv:annmniamaynenmendadupwaiaordnwriwlnidependlligonmeweraiicastaiineservicesprovided.andonlywiinmeIppmvulalltiacny.h) .Th:caniraciaranonpicnicandanaiiniainiainduringinameofmi:eanirm.Vvolknfncnnpanaaiieninaiaaneaonanoiniaainpiayeasinbeengagedinwan:onmepivleclunderinnurilrlulandinmae1anymmwovkmeonnaiaan.meOnmraolnranaiiraauaemeauneanvanarpmmlaWomancunpanaaiioninaunuioaiuIIIimheauimnninemsaynpiayeaeInhaengagedInwasworkunimsumeniployeuareixweledbyoneCanlrli:loi‘swemaracanpenseueninsuranceo)aiaun»“'5CWIHEWYIN-1IIWauiaeenuacinrIhnlpmcuiaandsnailniainiahduringmeme01miaa:nInd.Cariim'a1pi’aFl-?it:uaizinyiyauranaeinanainnumrutiaaamansI.ono.ni.ioiariniunaa.lndudlngacaiueniai«mininanyanepeuul.emIllhlodinmaaainaiiniiiiaiaaenpI1Inri.lnannmounimtleaninansi,ooa.oooonacoaunioioneaodiieni.andanalalsomnlntulnCnm'arJi::'IPmpenyDallllgeinain-anaeInananmniMniaaaiiuns1.nno.oun.2|-MTheC?nhchv.inanuleduusr.hriiiairInlgmdaganiaaheiipunraniaeihawarkinarishlp,pmdudataawli-AparfuimeiiagainstdefectsorhllixuolmntulnlalotalvliiilulvlPerlniiclon(1)Y?ir[mmdellvelyorlhalnaloonliplallondalelurmawuik.AliwurkmanshlpIndmudilrldllaIllualbewunumedtobeInwnpllnmewilhnpplcahlacpioiadoenergy.nnnaervalhn,andetivirnnnialvtalIlandardl:unlauaIniugarminimumperiodIIvaqulvadinmsslalaillenlofwurk.CorillaclnrshalllumbhMlmlnufacunu.‘andauppiiarwnuangnaraniaeaamwamniaaawvuhgmaianaiaandequipmentfllnlshedpmsuaniiainiacanim.-iorPinenaseOlder.22--In5|-Ihlnlll-|III3mm!Miniamieci.mecnrvirlmratanyulzomiracloragieeingIoaunaiiynnads,aawieea.01lnII:1I|lI,IndenlzvhuInlpml:tbmlad.I118ColmalnrandlovsubcnnlllanrdoulrurInd39!!ll.)IIIIIIIIIDlh?CWll(M115.lille.BMlmevesllniii!InHIcauses01anionllmayhavepursuantmi:onntraaoraubcomracl.Tmanlgmiamsvinilhamodsandcocainee?actwoattheminIboC|Iytendersiinaipayuianl10mecunnaciixMmmiliunnerIl:'klWM¢d!|'l|lfllbythenames11~¢°""=\=1°F‘"3"PMI"nutlnesildDornplyMlhIIlaws.udlnanms.Me:andvegulallaluhearinganIznndurlprworkasIndicntndatapedlleiiIntheStaiiemenlafwavk.IIEnrwrldixobserveslhatanyoflineworkleqiiva?uyiniaeamaaiiaaivlrllmamimymanllwu.ordinances,rulesinieaulaik-ms.CnninclnrahallmllfylheClly.inwlllrig,and.aitheaaiaopllnnatmeany,anyneaeaaaaychangesioinasmpaofwnmsriallhamadeand|h|scaniracunalaaapp-eprnaiyamennee.inwniing,oronennnu-31:1shallbeianninanaae?ec?vauponconmioraieaeipiofawniianienninaiiannmlca[runtheClly.iiCnnlrlnlovpenennaanywalkkni1iMIIgIttobeinviaiauonoimmiane,nrdhnaicas,nneaorregilnllpnlanawl?laulnninmllyhiginaciiynlsunhviaiaiian.cenirauuuiiaiibutancoaiaarlslnulrievetam.24.TIMEis05THEE§§§?CE.TlmeIsoflheenemaInmepennnnaneeoiandcululhinawiiiieachatinapnwiaiansandcnudllomam:cvnln-1.25.GOVERNINGLAW.ThisDollllitllililbegwemedbyIndeonwuauInnewneewithineInwsMmeStateatcaiuana.Vemewlbeproperinmpanoecnuniy.co.25.MgORALMDDIEC5T|0N.Anywaiver.Iillandment,nianiiicaiion.conaenioraanaaaoeneewimnaapeciinmi:eannaaioranypiayiainninweeonttaclorvanrespectInanyiaiiiaeIapawn:inaaeonianeememiinmanInaeimminwnungandeniyeaeunaaby?ranizanaiiewieanyinbebound(hereby.21.neon.ThepanieaniaersianaandIdrnuwledgulhlleImpIIyIlmb]a¢:1InAlIlcleX,§2l)oH.heColemancanamuiion(‘TAHOE’).AnypiwlslunofiiiiacnniraaorII:Illlinhmutlllwhldlinigeaeaupenmeciiy.anaenyerindiieaiy.anyllnandali-n7IlgI1hnwiiaiaaavanabaaeriennedonnniciimayeapenanneainanyiimiyearaunaaqueni1:!meyes:11!eiaawllmaimiawlllanl|Iexplunlymndannnllnnaiuuponamauniaei(0nameierananiinaneiainhlnillnnblhgapnnypriaiee,inaigaiaaanaaiiaowiaemadeavalahle.25.PROVISIONSREQUIREDBYLAWD§§!_EDsaenanaawaypvovlslunavianandeianaenqidradayiawiaaaaeuieeininaanaraaanaiibanaanaeioaeinaenaaiieiainamIhlsconuaaisnaiibeandInn!aivlaiudin1M51A?hIIWlraInbln??IMIBHI.23.saasu:LINFORIIATIDTheciiyasanannonneaiaiaiaguvamaabymaiarnaarinacaiaanuaopenReaanuAm,CR5.2+72»2mai.see.inmaavanlaninaaaingPartyIwaiinsanOpenRama:requaai.maniaaiaaingPanysnannamrymeaineynanynamhconirauofeuenream:30.arlgnnigggFEES.inmeevenI131ellherpartyInuniacam.-ananalaanananeeanyIdlanagainsttheninarpattyarisingoutnearIneonnaailnnwiilii?aCari|ma,orwn12s|inulievalidilyclIliacnnirnaDI’anypiuvllhiiaplihacement,thepravallngpartynullhaanlllladlaracuverteamtheotherpartyraaaundiiiannornarateasand-elaiaecam.and(anandaiqzanslsinuiii-redwinepievaliimpanyIneonriaciiunwithaunt:acilnnovpvucoeslnp.5%1.5.1411use.asDINGuiniim3la)Enipinyaea.ContmanraandSuhcamraaliurr.Comiactoramiimtinminyycmplayai-cnrilraclwin:anmegaialieninpanannwntknnuaciniawnlmcl.ceniraeiorIhlllMlcorilladwimawhlmnlmdnlinniaiialooeniiyinIMoannaaiarmaiireMhconlraucrwlllriolknowhmyemplvyarmnuaaiwiinnnllleqalaiienievadwmwmkundermucnniraci.icasa-17.s.1n2(2)(n)(i)A(II)](II)Vulnu?rm:ConIr:I.1orVIIIpa?lclnalaInaiinarmeE-variiypmgranioriiienepamnaniprognni.andailliadhl.‘..R.S.8-17,5-I01(3.3)and847.5401(3.7)repeciivary.inem»:incwi?nnmeanmayniemnllghlllyoralleinpiayeeawhoamnannyni-ealnremployivlerillopedormwuikmdetIN:nubilecontact[orllndnal.CnnlruriurI5pmhlbliadinnnusingmeE-Verifypmgranuatmeoepamnaniwograinprocedwaaloumliun?r:maanpiaymanlmeaningpllobappiieaniamilelhlleoniracilshelngpaiimmE=.iI3i.,Page 283 of 364 In)myInrannlnauasubconlmn:IrCurnlraclurahlnlmIclualknowledgeDillAsubcnmndnlIae?ormlngworkundarInscomm!knowinglyemplnysnrcnnlm?lmmInillegalnllen,Inacumrauorshall:(1)newmotubcumladnrandmsClrywmnthreedaysIhalthecnnlrscmrha:actualknuwladnalhulnunmmmnnwuamuoylngorcormacungwithannewalien.and(2)IeanlnalemasuacunnauwhhIheaummmamn,wIInInlhmaday:atmuivl-IgnnlloerequlndpurwanlloIN:pnqrnphusexubconlmaornounnnlmpalwlaylnnnrmntnwnuMmInaIlsgnlalben;axceplDualmecummclauhalnouecmlnataIhecom-adwin:In:mm-nr-:|nrIidu?llgmmIhmedaysmeslbeomrauarpnwmesIn1onIIaIIonM:sllibllhlhllIhallbwlllracwrIlldmlknlw?nqlyMnplcyodoruIIIIr:I:1sav.1|nlnalllegnl-lien.mytocmnpoywIIIIsunInmuguuan:CanlranwshallwmnlywnnHM-umnuwensnuesnIntheCalondoDqumnmofubov-noElnplojmallmmInIn-courseatanInves1IgaIInntryIhullhuDepimnevlI:muunungnunuamInc.n.s.a~115.Io2(5;(I)DllnlnlllovEnuhorcomm:‘I'Mcnymaymenunatalhlscomm-.1wtabreachommmt,InmanorInpan.dunInDurIlnI|:Im’Ihand:at"mylantlnnalInnplrlgriphorpluwlslnnsmqwredpursuanlInc,a.s,847.5102.Carmacwrilullbulaw:anactualIndwnseuwnllalmlnlgasInlheanyInadumomoawolharlagulorequitableremedyInacnymaybeemmeaInannhlelchavIhlsCanhclullhrIN:Farlgrlpil13.(REMAINDEROFPAGEINTENTIONALLYLEFTBLANK)Page 284 of 364 SCHEDULEAOUTLINEOFSTATEMENTOFWORKGENERALStatementofworkforservicesbetweentheLittleton/EnglewoodWastewaterTreatmentPlant(UEWWTP)andJohnsonControlsFireProtectionformerlyknownasStmplexGrinneII.NAMES,PHONENUMBERSANDEMAILSOFPROJECTCOORDINATORSDavidFamlgliettl—JohnsonControlsakaSlmplexsrinnell720-55643316Davidfarnigliettig[ci.comSUMMARYOFPURPOSEFORSTATEMENTOFWORKContractingwithJohnsonControlsFireProtectionLPakaSimplexGrinnellforservicestoupgradetheUEWWTPlirepanels,replaceflamedetectorsandconnectadministrationboilerductdetectorstothefirepanels.Workwillincludeupgmdingalllirepanels,replacingallsix(6)?amedetectors(includinginstallationandlestlng)withunitsthathavesnow/ralnguardsandconnectingthetour(4)ductdetectorstotheadministrationbuilding?repanels.EQUIPMENTANDPROGRAMMINGTOBEPROVIDEDBYCITY(IFANY)nlaOTHERCONSULTANTRESOURCESnlaDESCRIPTIONOFWORKPRODUCTANDDELIVERABLESProvidereplacementofexistingFACP(s)witnlnbuilding#20,#16,#6.#5A.#3atthefacilityknowntobetheLittleton/EnglewoodWasteWaterTreatmentPlantlocatedat2900SPlatteRiverDr.Englewood.CO80110.Additionalworkistoreplacesix(6)existing?amedetectorswithreplacementmodels,four(4)ductdetectorsInadministrationbuildingwithaddressabletypedetectors,andupgradeexistingadministrationbuildingFACPtoan"ES"plattorm.ItshallbeknownthattheJCiFireAlarmandSprinklerSystemInspectionandServicesProposal(proposal#509567);aka:ProfessionalServicesAgreementbetweenJCiandL/EW\NTPshallbeenforcedoncesaidisexecuted.OnceexecutedtheStandardTermsandConditionsofthisproposalwillbereplacedbytheTermsandConditionsoftheexecutedProfessionalServiceAgreement.illlalnFACPupgrade1)UpgmdcExistingFACPMainbrainto"ES"inadminbuilding.2)Theexistingnetwork?ttermid?elddeviceswillhesupportedandtransfclICIIasis.3)TheexistingFACPwillbeprogrontitttdbySintplexGrinncll/J(1i.Page 285 of 364 12.4)Quoteisgoodfor90days.PlannedeventFACPreplacement1)ReplaeeexistingNodesinbuildings3,SA.6,I6.nlaZ0(remoteFACP).2)Theexistingnetwork.fiberandfielddeviceswillbesupportednndtransferredasis.3)TheexistingFACPwillbeprogrammedbySimplexGrinn¢llIJCi.4)SimplexGrin.neIIl.lCiwillprovideosuhmittolpar:Ir.oge(s)tothelocalAH]forpermitprocurementandpaypermitfeesassociated.S)Systemwillbel?0%testedpriorto?nalacceptancetestwithlocalA1-Ll6)Thesystemwillrequireeachdevicebetested.7)A?nalacceptancetestwillbescheduledandperformedwiththeAH]ReplaceaxlstlngductdetectorswithaddressabledevicesI)FourexistingductdetectorswillbercplaoedwiththenewaddressableductdetectorsandthustiedtotheFACPforsupervisoryalnrnis.2)Cablewillberunfromtheavailableinitiatingcircuitto{ournewlyinstalledaddressableductdetectors.3)AnassociatedRTSwillbeprovidedandinstalledatduetdetector.SPECIALTERMS,IFANYnlaMODEOFPAYMENTCheckPAYMENTSCHEDULECitywillpayConsultantfortheworkinaccordancewiththefollowingpaymentschedule.AllpaymentstoConsultantarecontingentonConsultant'ssatisfyingtheDaliverableslmilestonessetforthinthePaymentSchedule.PaymentsshallbemadeuponCity'swrittencon?rmationtoConsultantthattheDe|lverables~Milestoneshavebeensatlsiled.Within90daysofservicesrenderedSCHEDULEANDPERFORMANCEMILESTONESnlaACCEPTANCEANDTESTINGPROCEDURESSystemwillbeprogrammedandtestedpriorto?nalacceptanoeperproposal#419441074.LOCATIONOFWORKFACILITIESLIEVVWTPandattheSlmplexGrlnnellI.lCloftioelocatedat14200EExpositionAvenue,Aurora,CO80012-2540.INWITNESSWHEREOF.pursuantandinaccordancewiththeProfessionalSen/IcesAgreementbetweenthepartiesheretodatedexecutedthisStatementofWorkasofthisdayof20_,thepartieshave2o_.Page 286 of 364 CITYOFENGLEWOOD,COLORADOBy:(sgnature)[FvinlNaxne)Title:Date:oa..ax.‘e~a€c1’re/«IL?CunsullantNameBy‘(srgnauue)(Fr!nlName)Title:S§EV1€.xé?gd?ggDate:RIDO00!Page 287 of 364 vnocvrntrmxrawtsicncorrrimzrcanSERVICESAGREEMENTNuuasaCFEIIB-13UpgrlltlnumRlptloarrmitatFiremmsas.2unSllltylultonmnReterertce:mmon‘musCONTRACTmadeandenteredintoon.24:19byandbetweenJghnsguQontrgts14200E.ExgasitionaweAuroracoaomzhereinafterNameAddressCity51ZipcalledtheCONTRACTORandtheGIT‘!OFENGLEWOOD.hereinaftercalledtheCITY.WITNESSETH;Thepartiesdoherebycontractandagreeasfollows:1.TheCONTRACTORshallfurnishtheCITYthefollowingservices:UpgradeandReplacementofFirePanelsatLIEWWTPAtthelocationof:2900S.PlatteRiverDriveEggtewoodCO60110foratotalcontractpriceat:NinetyFiveThougrtgTwoHundredDollars($95,200).Theinitialtermoithiscontractisforoneyear.Thetermofthiscontractshallbeginon_.20_wiihworktobecompletedonorbefore,Z0_.intheeventthatthepartiesdesiretoextendthecontractbeyondtheoneyearperiod.writtennoticegivennolaterthansixty(60)dayspriortotheendofthecontract.shallbeprovidedtotheCitybytheContractor.ThepartiesshallthenenterintoarenewalamendmenttothisContract.includinganewScheduleA—OutlineofStatementolWofk,andanyexhibitsnecessaryfortheextension.Thepartiesmayenterintoamaximumoflive(5)oneyearrenewals,unlesseitherpartygiveswrittensbtty(60)daynoticeofnon~renewal.Allolthetermsandconditionsotthiscontractshallapplytoanyrenewal.TheContractorshallnotcommenceworkunderthisContractuntiltheinsurancerequiredunderParagraph20ofthegeneralTgmtgandCggdlglgnghasbeenacquiredandsatisfactorypmoloisuchinsurancehasbeensubmittedtotheCity.Theservicesshallbesupervisedby;ortheprojectshallbeinspectedbytheProjeaManagertortheCity.orhisorherauthorizedrepresentative.TermsofPayment;ThecityagreestopaytheContractorforthepertormanceofallthewort:requiredunderthiscontract.andtheContractoragreestoacceptastheentireandonlycompensationtherefore.suchsumorsumsofmoneyasmaybeproperinaccordancewiththetotalestimatedpriceorpricessetforthintheContractorsproposalattachedheretoandmadeaparthereof.PaymentshallbemadeInalumpsumuponfinalcompletionoftheprojectunlessothertermsareagreedtobytheCityintheStatementofWork.A5%retainageoltheawardedprojectamountwillbewithhelduntil?nalInspectionandacceptancebytheProjectManger.wonEngiewoadParkway,Englewood.Colorado80110-2373(303)7s2.23uowww.eng|ew-vudgovcrgPage 288 of 364 6.ThisContractincludestheGeneralTermsandConditionsasprintedandsetforthinthefollowingpages,andtheContractor,byexecutingthisContract,agreestocomplywithallsuchGeneralTermsandConditions‘7.TheContractorshallguaranteeallleburandmaterialusedintheperformanceofthisContract{oraperiodofoneyearfromthefinalwrittenapprovalbytheCityoraspertheRequestforQuali?cationandSpeci?cations.E.INWITNESSWHEREOF,thepartieshereuntohavesubscribedtnthisContract,includingallContractDocumentsaslistedbeluw:Proposal/ScopeofWorkStatementInsuranceFormsPurchaseOrderNo,Immigrationdocuments(ifapplicable)ExhibitsandAttachments,includingScheduleA,Outline0!statementofWorkCITYOFENGLE\NOODBy:Date:(DepartmentDlrectnr)By:Date:(CityManager)By:Date:(Mavur)ATFEST:CityClerkdagdsosAngusEgzéE€=fI’€c>?oeLPContractor(printcumpanynarnaja,—D;;=gifglt,someQL—5‘ANHGCIE.(PrintnameanTllle)K4Page 289 of 364 NOYE:FederalRegulations(CodeSectlonsE041and6209)raqulrenon-cnrporatareclplenlsof$300.00ormoretolurnlshlllelrtaxpayeridenti?cationnumbertothepayer.TheregulationsalsoprnvldathatapenaltymayheImposedlorlllluretofurnlshthetaxpayeridantl?culionnumber.Inordertocomplywllhtheserenulatlons,theCityrequiresyourluderallaxldenll?callnnnumberorSocialSecurityNumber,whlchavarlsappllcable.Page 290 of 364 GENERALTERIlI§ANQcgunimus1-vPNPUIIB3!=|M=¢\10aocapinnaabyanslgnhuMaminim:andIsauarica0!Inaupropdaiiepurchasearueraxai-iyi.ImevAmInalxiy(60)daysaltermorsoeiviof«unioniinlanouiuviuusunuiniau.Thecityresume:theilgmbeIocaplormjacianyandallquotesandreseivesmerightll:wlwuanyhfnmilliyinanyquail.AllnonlrsclnwarszsmoarcsubbedInawn-iivalbyCh;ComaThisIionhldIII1anyu?lchmenbaninn!vlll?umllsuchapprovalhasbunobtained.2.SITEEXAMINATION.IIappibabb.C?flrad?mustexillnlllaIhninandGQIIWIllmusursmiml.Oliccl?calliullandconulllomenactingBIOwork10hapertomied-M.the?it.Bysubrrimlnvtheirquote,in:cmhiiaorwn-rum:matusatIII!(hualriullevheurhi!)madeIu?lslleaxnlnha?anItlhtydeemriocesuaryItgardlrvglhaoimdlllonDHIIBIIIBHI:allhllllyformllullli.vmrkimnandll?lm?lIndlhlComiuaorsahllnytapivtectexistingsultan:amS|lbs\Il'l£ElnipravemenlsiNI)claim[orllovvlncaMIIIIInnlwnayi?llIIIallowedIIinwithInauaruofhranyotherundlsmveieiicundllomImlheIlla.3.EQUIFMENTMIDLaaugThecaniumranaii?lnllhIIIInnis.equpinam,uppmiua.iaciiiiia-,innapamnan,labor.andmaieriainecessaryInhlnlshmaseivlceshereinoesulbeii.TheservicesIIIIIIbevuriumiananaimIlniasandpieeasudllectednymaamiiuiizadciiyreplesema?veasIiiclcnhedInmsworkIpenllicnlioiiporImamenlnfworkattunedmm».4.§?§§Q_?§AG'I’0RS.CanlranlaragreesinbindEVENSlbwmlitl?rtoUhl?lmlDIl?lOw?riclit[IrisIu?l(arm:ll!ayplclhlalosilrnollllstlnfswork.IfCnnlraclnrsnailsibonrlraaanypurlM\h|scarirnct.comrworslullhalilyrulnanslhiamuCkylnrncllandunlularisMN!mbuonlraciovand01pawnsdinerdiemlyorlviiiltedhja?lplayedbyhinléf.NmiiiruonmnhedinInconlrlcldncimeiiin-hailcreateanynonttaizwalrdallonshelweenanysuhoonnulnrarinInaCity,5.DEFAIILEVcguggcwhenConl?d?l‘.nlanysuhcomraanr.urvamarlhallIsltnneweranyanielsorSGMEBnrlhildeliveranyarticleorIBMDEwhichdoesI101cinlunnInIhawclkiyan?lizlllmumm:Slltunelllulwork.IN!Citymay,Ilpm?ve(5)lashes;div!‘priorwllllaunullcedalulblllnthedafmil,IIIIIuplhu,luluandallBl?llhacom-IclsriinndInn!with-Saidcnnimiar.I?lcunlraclaratvendorellhelhMmlaatInpad,indanus‘lllln3newcnnllldInsuch3maiinervmlaiwouldbeinIrisnestadvamauaullrieCity.TheCllyreaaivumerlnhlliocancalInyu?ldalnrwvlusw?m[heCnmmclarmaybeIlnlhialafulrilshbacaixaaolecunollllcconditions,goveminemnilBgIli|iarLsavdlherslmllarcamelbeyondMlUiimlOM13ContractorpmuldeiisalisfacinryumnflaVunillhulInmyCllv.llrlquoslod.e..N0mluguorlnamlimlInmi.ounhclslullhaand:wvlhoiilspeci?cpiiominanauplvvalbyBnlhpl?les.7.iCixlladavShall01ailllmuuvfumaIlrlddlsdpllliaIndgnndnl?evuviungHIaniplnyeuandshallIW1emplwonworkanyurvllpenonornivyoneno!skilledInwurtranlgne?inhimorMl‘,Anyp?ls?nHIlheHIIp'oyI11IMDonltaclnrMnlheEllymiydeemImaompelemDI’un?tlll?llbedlllllluedFromme1110lieandminotagainbeai-nplnyedItthe5518Wilh?lllMl?oneomenl[mmtheCity8._NulubalilllllunsofmaterialsorpaganslmmIhosenpedladIntheSlalemenlofworkshallhemadewittwwtlmpriorwrittennwiwalollhaCily9-‘CnnlmlvfIll!"pm/Idacornpeinnlaupelvlsmnulperaoiuielempluyedan1he|obalts,in:01anulvmuvt.IndnunliyMwuiliiiinnshtp.ID.i:i.:,5ugig.Dehrlsshallharammed(mmIn:premises.TheJobsilean-iiheIieplInmadurderalallmmwimiwalkI:mlactuailybeingperlnrmeiianasha1|hemainiainedMaaaiaandemummlllim.11..anyrepvelaninllvumananallIlmanhavewas:InwinkwhereveritisInpreyarauunorpmgros».Contractorshallprovide3:19andumperlacllliiuforInchmoan‘Z-TMCauhunriliallerectandpmpeiiymulnllklItalIlmal.anvequlledbycnmilltovisIndprcglunulwe.aiinecessaryI:lmuaM1.dum.bame1&iignia,anuva1cimnuupmiaciiuiMmiianznandIll:publc.andmanpas!dangersignswamlngagllnslnazamacreatedbyaucnflaluresInmoaouiaaclmaaanamiauan.I3..maciryrasuvasuungniiooccupybuilding:ItanyiimaaaimaioimaimrvlrantcnmpldlionandsuchotcupancysiiaiinmcmsiuuiarinuiIcupuliuonppmvolofanypeltaimawurkwvaedbyIrilswoman.normii:ui:hocupan.-yextendthedalalpecl?edVarlubllall?llwmplallnnof|hawolk.I4.OECONTRACTANDPIIHQHEEgags.‘l'l1aCmlrac1nuli.:|InntuslunnrlllinsferbynpuillnnoiIlwnrulhevwbamyorII:11ii:li?hll.burdens,dillles,orohllgiiilominnermi:comawnnnurmaprlorvnmuiaimaaniai"I8CV.‘5--TMPINJSI10thecamcunauaaasaanaanunpanomanaermuwiuuminymatimeandinonemenuiinimaynpmaniaaminnhilalzlng.dalvuilig,orpellumlngbyanactWGu?.WI.il?kl,Inn.shnrlagaMIranssla?nlulhcllllu,lack-nil.orltlaanmmmeuimainmuiaia.prauuaia,planlsorIacllllesbyIhagavunrrism;whenaunahdnryevidsnneIhemnlInpresemadIohenlturpany?u).providedII!!!itllnnls?moriyestablishedIhslIMmopalnriiiaruneBnotdueInthelullornsglanlall?nDillyMilDerhllvllllu.10‘»TMCOMIBWI‘Ohlll“V8.GEVGIIH,hoklrurnilnssandlmemrlfymaCityIIIWIIall!animalmyIndallloan,univugns.Iabllites.china.andcomolimlaboevuklriiiandnammroriiuuiyioordual}:ulunypennnandfurInnnrdiniaguInanyplvpa?yucizumngInwnneeiionWM‘!mhanywayIllddemlootalflh?Iullililunuapnnny.MIG.5eivbe.op=rv1|nn:,nrpcrfnmuIimntwarkmp-npai-iyunderliiatum:oflhheonlractbyawelnployeo,Ipnl.orlupuarlllllvaOTConrado!IndlwIllnihnonlrunlovuunlesssuchlosswasIienuldlhaneglgunlactsorumlnlimoitheElly.17.PA!ME?.Unlassuliieivdsespacl?ad.macmmuarshillland!Irlwlnoalormlhllllldalilundorsarvloespe?nmiedumsr[haDMWBL1MPurdiasaOM21:ThlCitylhlllmnlrapayimulforuinlailals.IuppllnnrntnarleivleamilvishadunderIhhComrlclInIllllpSllllancailpiellonofDIGworkMlhlnIllrly(ZW)dry:ilhrdeliveryInIn!IppuvllbyIMlulllnlhedClynupruniimivaMalllnvolczsandolherdoitumlillryuilldencaIeasiznahlyreqillredbytheCitylndl?lngmasailslaclnryieleasanfIllIBMorclaim:forlensbysnbeumrackais.Ilborarl.Indmll?illsupvleis(0!walkclInltanhhpm!/HadunderthisCulllraulM’FumnamOmar(whldlupptwnlshallmlheunraasunablywilhheid).I5.ThucmtrimnrIndEl(IVMleill?wyees,Igznll.andaubcunlracloixmillsewnIndrmlnlalnIn(nice,llCofllliclnfllulucoolandmenus.50¢?!Innruesandpermitsasarerquliedbylaw.Indiiiiirigmylicensesorpam?lvwllllu?byIllaShyH1mnnecllanMIDIthelumkhhgofnialc?als.supplies.otsewioeallslelnIlslad.ll.camggtzmgMg:A1:9EQ53EMPLOYEEon_??,Wllllelruiluadinorcarryingallullserlerrnsandcom?lona01theCnnltanlnrPinhnsaCruel’.Ill!3Page 291 of 364 cennaewIsanindapanuemcaniraawr.ananeianalficar,eanaiayae,agani,panna-.nrieiniyannneaimeciiy.20.cgn1’5M:1'an'sMn§u§mg1i3;cmR'§.ThecuiuaciovshallnotaammenaaworkunaarlhllmmracimilinmauiminaumaInauramaiequliaaunnavililsparagraphandsailslacmypiwlplIIIDYIInaui-anonhasbeensubmittedincily.laieapiierwurkarammpenn1luninennanea.thepelcythannotbenmaiidaiiormnainedamthecnvaraineamountsmannotheiemoeawimammaciiyrapniorwrmancnnsani,maOllyshalbenamedasanadditionalInsuredandbefurnishedmay(30)any:imllanneiiaepierloeancailaitnn.Thecnvumioranalnotallwanysuhoonirauer.employeeM’agentIncummaneaworkunihlawninuorIriywbwnlncauniiiIllaInsurancehasbeennhialned.a)mgumcgmassAnnmggug.weClkvnquiralinefallmuinglnlvilmumurinmilailnsuvlncaewauae:CnlrlneminlsanacaiLlublllyinmaImnunleis:.ono,nnnparuwunaneo:PrulaulomlLiauiiayErmr:andonanissiunainmaaniourilnl$I,00(I.000|Iefpc<.1illaicu;iIndanuayeaniananeaiyIndconaaiiarryauainmaanwnniois1,ooo,onupa-eceunence.rnaAbnv:annmniamaynenmendadupwaiaordnwriwlnidependlligonmeweraiicastaiineservicesprovided.andonlywiinmeIppmvulalltiacny.h) .Th:caniraciaranonpicnicandanaiiniainiainduringinameofmi:eanirm.Vvolknfncnnpanaaiieninaiaaneaonanoiniaainpiayeasinbeengagedinwan:onmepivleclunderinnurilrlulandinmae1anymmwovkmeonnaiaan.meOnmraolnranaiiraauaemeauneanvanarpmmlaWomancunpanaaiioninaunuioaiuIIIimheauimnninemsaynpiayeaeInhaengagedInwasworkunimsumeniployeuareixweledbyoneCanlrli:loi‘swemaracanpenseueninsuranceo)aiaun»“'5CWIHEWYIN-1IIWauiaeenuacinrIhnlpmcuiaandsnailniainiahduringmeme01miaa:nInd.Cariim'a1pi’aFl-?it:uaizinyiyauranaeinanainnumrutiaaamansI.ono.ni.ioiariniunaa.lndudlngacaiueniai«mininanyanepeuul.emIllhlodinmaaainaiiniiiiaiaaenpI1Inri.lnannmounimtleaninansi,ooa.oooonacoaunioioneaodiieni.andanalalsomnlntulnCnm'arJi::'IPmpenyDallllgeinain-anaeInananmniMniaaaiiuns1.nno.oun.2|-MTheC?nhchv.inanuleduusr.hriiiairInlgmdaganiaaheiipunraniaeihawarkinarishlp,pmdudataawli-AparfuimeiiagainstdefectsorhllixuolmntulnlalotalvliiilulvlPerlniiclon(1)Y?ir[mmdellvelyorlhalnaloonliplallondalelurmawuik.AliwurkmanshlpIndmudilrldllaIllualbewunumedtobeInwnpllnmewilhnpplcahlacpioiadoenergy.nnnaervalhn,andetivirnnnialvtalIlandardl:unlauaIniugarminimumperiodIIvaqulvadinmsslalaillenlofwurk.CorillaclnrshalllumbhMlmlnufacunu.‘andauppiiarwnuangnaraniaeaamwamniaaawvuhgmaianaiaandequipmentfllnlshedpmsuaniiainiacanim.-iorPinenaseOlder.22--In5|-Ihlnlll-|III3mm!Miniamieci.mecnrvirlmratanyulzomiracloragieeingIoaunaiiynnads,aawieea.01lnII:1I|lI,IndenlzvhuInlpml:tbmlad.I118ColmalnrandlovsubcnnlllanrdoulrurInd39!!ll.)IIIIIIIIIDlh?CWll(M115.lille.BMlmevesllniii!InHIcauses01anionllmayhavepursuantmi:onntraaoraubcomracl.Tmanlgmiamsvinilhamodsandcocainee?actwoattheminIboC|Iytendersiinaipayuianl10mecunnaciixMmmiliunnerIl:'klWM¢d!|'l|lfllbythenames11~¢°""=\=1°F‘"3"PMI"nutlnesildDornplyMlhIIlaws.udlnanms.Me:andvegulallaluhearinganIznndurlprworkasIndicntndatapedlleiiIntheStaiiemenlafwavk.IIEnrwrldixobserveslhatanyoflineworkleqiiva?uyiniaeamaaiiaaivlrllmamimymanllwu.ordinances,rulesinieaulaik-ms.CnninclnrahallmllfylheClly.inwlllrig,and.aitheaaiaopllnnatmeany,anyneaeaaaaychangesioinasmpaofwnmsriallhamadeand|h|scaniracunalaaapp-eprnaiyamennee.inwniing,oronennnu-31:1shallbeianninanaae?ec?vauponconmioraieaeipiofawniianienninaiiannmlca[runtheClly.iiCnnlrlnlovpenennaanywalkkni1iMIIgIttobeinviaiauonoimmiane,nrdhnaicas,nneaorregilnllpnlanawl?laulnninmllyhiginaciiynlsunhviaiaiian.cenirauuuiiaiibutancoaiaarlslnulrievetam.24.TIMEis05THEE§§§?CE.TlmeIsoflheenemaInmepennnnaneeoiandcululhinawiiiieachatinapnwiaiansandcnudllomam:cvnln-1.25.GOVERNINGLAW.ThisDollllitllililbegwemedbyIndeonwuauInnewneewithineInwsMmeStateatcaiuana.Vemewlbeproperinmpanoecnuniy.co.25.MgORALMDDIEC5T|0N.Anywaiver.Iillandment,nianiiicaiion.conaenioraanaaaoeneewimnaapeciinmi:eannaaioranypiayiainninweeonttaclorvanrespectInanyiaiiiaeIapawn:inaaeonianeememiinmanInaeimminwnungandeniyeaeunaaby?ranizanaiiewieanyinbebound(hereby.21.neon.ThepanieaniaersianaandIdrnuwledgulhlleImpIIyIlmb]a¢:1InAlIlcleX,§2l)oH.heColemancanamuiion(‘TAHOE’).AnypiwlslunofiiiiacnniraaorII:Illlinhmutlllwhldlinigeaeaupenmeciiy.anaenyerindiieaiy.anyllnandali-n7IlgI1hnwiiaiaaavanabaaeriennedonnniciimayeapenanneainanyiimiyearaunaaqueni1:!meyes:11!eiaawllmaimiawlllanl|Iexplunlymndannnllnnaiuuponamauniaei(0nameierananiinaneiainhlnillnnblhgapnnypriaiee,inaigaiaaanaaiiaowiaemadeavalahle.25.PROVISIONSREQUIREDBYLAWD§§!_EDsaenanaawaypvovlslunavianandeianaenqidradayiawiaaaaeuieeininaanaraaanaiibanaanaeioaeinaenaaiieiainamIhlsconuaaisnaiibeandInn!aivlaiudin1M51A?hIIWlraInbln??IMIBHI.23.saasu:LINFORIIATIDTheciiyasanannonneaiaiaiaguvamaabymaiarnaarinacaiaanuaopenReaanuAm,CR5.2+72»2mai.see.inmaavanlaninaaaingPartyIwaiinsanOpenRama:requaai.maniaaiaaingPanysnannamrymeaineynanynamhconirauofeuenream:30.arlgnnigggFEES.inmeevenI131ellherpartyInuniacam.-ananalaanananeeanyIdlanagainsttheninarpattyarisingoutnearIneonnaailnnwiilii?aCari|ma,orwn12s|inulievalidilyclIliacnnirnaDI’anypiuvllhiiaplihacement,thepravallngpartynullhaanlllladlaracuverteamtheotherpartyraaaundiiiannornarateasand-elaiaecam.and(anandaiqzanslsinuiii-redwinepievaliimpanyIneonriaciiunwithaunt:acilnnovpvucoeslnp.5%1.5.1411use.asDINGuiniim3la)Enipinyaea.ContmanraandSuhcamraaliurr.Comiactoramiimtinminyycmplayai-cnrilraclwin:anmegaialieninpanannwntknnuaciniawnlmcl.ceniraeiorIhlllMlcorilladwimawhlmnlmdnlinniaiialooeniiyinIMoannaaiarmaiireMhconlraucrwlllriolknowhmyemplvyarmnuaaiwiinnnllleqalaiienievadwmwmkundermucnniraci.icasa-17.s.1n2(2)(n)(i)A(II)](II)Vulnu?rm:ConIr:I.1orVIIIpa?lclnalaInaiinarmeE-variiypmgranioriiienepamnaniprognni.andailliadhl.‘..R.S.8-17,5-I01(3.3)and847.5401(3.7)repeciivary.inem»:incwi?nnmeanmayniemnllghlllyoralleinpiayeeawhoamnannyni-ealnremployivlerillopedormwuikmdetIN:nubilecontact[orllndnal.CnnlruriurI5pmhlbliadinnnusingmeE-Verifypmgranuatmeoepamnaniwograinprocedwaaloumliun?r:maanpiaymanlmeaningpllobappiieaniamilelhlleoniracilshelngpaiimmE=.iI3i.,Page 292 of 364 In)myInrannlnauasubconlmn:IrCurnlraclurahlnlmIclualknowledgeDillAsubcnmndnlIae?ormlngworkundarInscomm!knowinglyemplnysnrcnnlm?lmmInillegalnllen,Inacumrauorshall:(1)newmotubcumladnrandmsClrywmnthreedaysIhalthecnnlrscmrha:actualknuwladnalhulnunmmmnnwuamuoylngorcormacungwithannewalien.and(2)IeanlnalemasuacunnauwhhIheaummmamn,wIInInlhmaday:atmuivl-IgnnlloerequlndpurwanlloIN:pnqrnphusexubconlmaornounnnlmpalwlaylnnnrmntnwnuMmInaIlsgnlalben;axceplDualmecummclauhalnouecmlnataIhecom-adwin:In:mm-nr-:|nrIidu?llgmmIhmedaysmeslbeomrauarpnwmesIn1onIIaIIonM:sllibllhlhllIhallbwlllracwrIlldmlknlw?nqlyMnplcyodoruIIIIr:I:1sav.1|nlnalllegnl-lien.mytocmnpoywIIIIsunInmuguuan:CanlranwshallwmnlywnnHM-umnuwensnuesnIntheCalondoDqumnmofubov-noElnplojmallmmInIn-courseatanInves1IgaIInntryIhullhuDepimnevlI:muunungnunuamInc.n.s.a~115.Io2(5;(I)DllnlnlllovEnuhorcomm:‘I'Mcnymaymenunatalhlscomm-.1wtabreachommmt,InmanorInpan.dunInDurIlnI|:Im’Ihand:at"mylantlnnalInnplrlgriphorpluwlslnnsmqwredpursuanlInc,a.s,847.5102.Carmacwrilullbulaw:anactualIndwnseuwnllalmlnlgasInlheanyInadumomoawolharlagulorequitableremedyInacnymaybeemmeaInannhlelchavIhlsCanhclullhrIN:Farlgrlpil13.(REMAINDEROFPAGEINTENTIONALLYLEFTBLANK)Page 293 of 364 SCHEDULEAOUTLINEOFSTATEMENTOFWORKGENERALStatementofworkforservicesbetweentheLittleton/EnglewoodWastewaterTreatmentPlant(UEWWTP)andJohnsonControlsFireProtectionformerlyknownasStmplexGrinneII.NAMES,PHONENUMBERSANDEMAILSOFPROJECTCOORDINATORSDavidFamlgliettl—JohnsonControlsakaSlmplexsrinnell720-55643316Davidfarnigliettig[ci.comSUMMARYOFPURPOSEFORSTATEMENTOFWORKContractingwithJohnsonControlsFireProtectionLPakaSimplexGrinnellforservicestoupgradetheUEWWTPlirepanels,replaceflamedetectorsandconnectadministrationboilerductdetectorstothefirepanels.Workwillincludeupgmdingalllirepanels,replacingallsix(6)?amedetectors(includinginstallationandlestlng)withunitsthathavesnow/ralnguardsandconnectingthetour(4)ductdetectorstotheadministrationbuilding?repanels.EQUIPMENTANDPROGRAMMINGTOBEPROVIDEDBYCITY(IFANY)nlaOTHERCONSULTANTRESOURCESnlaDESCRIPTIONOFWORKPRODUCTANDDELIVERABLESProvidereplacementofexistingFACP(s)witnlnbuilding#20,#16,#6.#5A.#3atthefacilityknowntobetheLittleton/EnglewoodWasteWaterTreatmentPlantlocatedat2900SPlatteRiverDr.Englewood.CO80110.Additionalworkistoreplacesix(6)existing?amedetectorswithreplacementmodels,four(4)ductdetectorsInadministrationbuildingwithaddressabletypedetectors,andupgradeexistingadministrationbuildingFACPtoan"ES"plattorm.ItshallbeknownthattheJCiFireAlarmandSprinklerSystemInspectionandServicesProposal(proposal#509567);aka:ProfessionalServicesAgreementbetweenJCiandL/EW\NTPshallbeenforcedoncesaidisexecuted.OnceexecutedtheStandardTermsandConditionsofthisproposalwillbereplacedbytheTermsandConditionsoftheexecutedProfessionalServiceAgreement.illlalnFACPupgrade1)UpgmdcExistingFACPMainbrainto"ES"inadminbuilding.2)Theexistingnetwork?ttermid?elddeviceswillhesupportedandtransfclICIIasis.3)TheexistingFACPwillbeprogrontitttdbySintplexGrinncll/J(1i.Page 294 of 364 12.4)Quoteisgoodfor90days.PlannedeventFACPreplacement1)ReplaeeexistingNodesinbuildings3,SA.6,I6.nlaZ0(remoteFACP).2)Theexistingnetwork.fiberandfielddeviceswillbesupportednndtransferredasis.3)TheexistingFACPwillbeprogrammedbySimplexGrinn¢llIJCi.4)SimplexGrin.neIIl.lCiwillprovideosuhmittolpar:Ir.oge(s)tothelocalAH]forpermitprocurementandpaypermitfeesassociated.S)Systemwillbel?0%testedpriorto?nalacceptancetestwithlocalA1-Ll6)Thesystemwillrequireeachdevicebetested.7)A?nalacceptancetestwillbescheduledandperformedwiththeAH]ReplaceaxlstlngductdetectorswithaddressabledevicesI)FourexistingductdetectorswillbercplaoedwiththenewaddressableductdetectorsandthustiedtotheFACPforsupervisoryalnrnis.2)Cablewillberunfromtheavailableinitiatingcircuitto{ournewlyinstalledaddressableductdetectors.3)AnassociatedRTSwillbeprovidedandinstalledatduetdetector.SPECIALTERMS,IFANYnlaMODEOFPAYMENTCheckPAYMENTSCHEDULECitywillpayConsultantfortheworkinaccordancewiththefollowingpaymentschedule.AllpaymentstoConsultantarecontingentonConsultant'ssatisfyingtheDaliverableslmilestonessetforthinthePaymentSchedule.PaymentsshallbemadeuponCity'swrittencon?rmationtoConsultantthattheDe|lverables~Milestoneshavebeensatlsiled.Within90daysofservicesrenderedSCHEDULEANDPERFORMANCEMILESTONESnlaACCEPTANCEANDTESTINGPROCEDURESSystemwillbeprogrammedandtestedpriorto?nalacceptanoeperproposal#419441074.LOCATIONOFWORKFACILITIESLIEVVWTPandattheSlmplexGrlnnellI.lCloftioelocatedat14200EExpositionAvenue,Aurora,CO80012-2540.INWITNESSWHEREOF.pursuantandinaccordancewiththeProfessionalSen/IcesAgreementbetweenthepartiesheretodatedexecutedthisStatementofWorkasofthisdayof20_,thepartieshave2o_.Page 295 of 364 CITYOFENGLEWOOD,COLORADOBy:(sgnature)[FvinlNaxne)Title:Date:oa..ax.‘e~a€c1’re/«IL?CunsullantNameBy‘(srgnauue)(Fr!nlName)Title:S§EV1€.xé?gd?ggDate:RIDO00!Page 296 of 364 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 297 of 364 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 298 of 364 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 299 of 364 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 300 of 364 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 301 of 364 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Jackie McKinnon DEPARTMENT: City Clerk's Office DATE: May 21, 2018 SUBJECT: CB 12 - Retail Liquor Tasting Permit DESCRIPTION: CB 12 - Retail Liquor Tasting Permit RECOMMENDATION: Staff is recommending Council approve a Bill for an Ordinance establishing a Retail Liquor Tasting Permit in accordance with C.R.S. 12-47-301(10) and applicable provisions of the Englewood Municipal Code. Tastings are a sampling of malt, vinous, or spirituous liquors that may occur on the premises of a retail liquor store licensee or liquor-license drugstore licensee by adult patrons of the licensee pursuant to the provisions of section 12-47-301(10), C.R.S. PREVIOUS COUNCIL ACTION: On May 7, 2018 a review of the proposed Tasting Permit was discussed at the Study Session. ANALYSIS: The City Clerk's office has received many inquires from local retail liquor store owners requesting to have tastings at their liquor store. An alcohol beverage Tastings Permit allows a retail liquor store to conduct sample tastings of alcohol beverages within their own establishments. The City Clerk's office has researched surrounding cities policies and ordinances when considering the Tasting Permit. FINANCIAL IMPLICATIONS: A licensing and application fee will be charged for a Tasting Permit. Staff is recommending a $100.00 fee. The cost recovery is 100%. The estimated revenue from the fees based on 15 licensed Liquor Stores in Englewood would generate approximately $1500.00 per year. A Resolution will come forward June 4, 2018 with the proposed fees. CONCLUSION: Staff is recommending approval of the Retail Liquor Store Tasting Ordinance in accordance with C.R.S. 12-47-301(10) and applicable provisions of the Englewood Municipal Code for 2018 (effective February 6, 2018). ATTACHMENTS: Council Bill #12 State Statue 12-47-301 Page 302 of 364 Kent Cellars Letter Off Broadway Wine and Spirits Letter Alcohol Beverage Tasting General Information Proposed Rate Change Information Study Session Memo Page 303 of 364 1 BY AUTHORITY ORDINANCE NO. _____ COUNCIL BILL NO. 12 SERIES OF 2018 INTRODUCED BY COUNCIL MEMBER ________________ A BILL FOR AN ORDINANCE AMENDING TITLE 5, CHAPTER 3A, SECTION 9, OF THE ENGLEWOOD MUNICIPAL CODE 2000 PERTAINING TO SPECIAL EVENT AND ALCOHOL TASTING PERMITS, INCLUDING AUTHORIZATION OF ALCOHOL BEVERAGE TASTINGS, AND LICENSURE THEREOF, AND AMENDING TITLE 5, CHAPTER 3B, SECTION 8, REGARDING APPLICABLE FEES, ALL WITHIN THE CITY OF ENGLEWOOD, COLORADO. WHEREAS, the Colorado General Assembly, through C.R.S. 12-47-301(10), allows licensees of retail liquor stores or liquor-licensed drugstores to conduct alcohol beverage tastings on the premises; and WHEREAS, the Colorado General Assembly, through C.R.S. 12-47-301(10), allows the City Council to authorize by ordinance alcohol beverage tastings within the City in conformance with that statute. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section 1. The City Council of the City of Englewood, Colorado hereby authorizes amending Title 5, Chapter 3A, Section 9 of the Englewood Municipal Code 2000 as follows: 5-3A-9: Special Event and Alcohol Tasting Permits for Consumption of Beverages containing Alcohol or Liquor. A. Special Event Permits for the consumption of beverages containing alcohol or liquor are hereby authorized within the City in accordance with C.R.S.12-48-101, et seq. 1. The authority may grant to an applicant a special event permit in accordance with the Colorado Liquor Code and subject to the limitations as set forth in C.R.S.12-48-101 , et seq. as the same may be amended from time to time. 2. A special event permit under this Section is a permit for the sale, by the drink only, of fermented malt beverages, as defined in C.R.S. 12-46-103, or the sale, by the drink only, of malt, spirituous, or vinous liquors, as defined in C.R.S. 12-47-103, to organizations and political candidates qualifying under C.R.S. 12-48-102, subject to the applicable provisions of and limitations imposed by State law. Page 304 of 364 2 B. Alcohol Tastings for the sampling of beverages containing alcohol or liquor are hereby authorized within the City in accordance with.C.R.S. 12-47-301(10). 1. The authority may grant to a holder of a City of Englewood retail liquor license or liquor-licensed drug-store (licensee) an Alcohol Beverage Tastings Permit in accordance with the provisions of this Chapter and subject to the limitations as set forth in C.R.S. 12-47-301(10), as the same may be amended from time to time. 2. Terms applicable to tasting events for beverages containing alcohol or liquor as set forth in C.R.S. 12-47-301(10) include, but are not limited to: a. Tasting of a beverage containing alcohol or liquor is the sampling of malt, vinous, or spirituous liquors that may occur on the premises of a retail liquor store or liquor-licensed drugstore by patrons 21 years of age older pursuant to the terms of a permit authorized in accordance with the provisions of C.R.S. 12-47-301(10). b. The size of an individual alcohol sample provided at a tasting shall not exceed one ounce of malt or vinous liquor or one-half of one ounce of spirituous liquor. c. Tastings shall not exceed a total of five hours in duration per day, which need not be consecutive. d. Tastings shall be conducted only during the operating hours in which the licensee on whose premises the tastings occur is permitted to sell beverages containing alcohol or liquor and in no case earlier than 11 a.m. or later than 7 p.m. e. The licensee shall not serve more than four individual samples to a patron during a tasting. f. Samples of beverages containing alcohol or liquor shall be in open containers and shall be provided to a patron free of charge. Section 2. The City Council of the City of Englewood, Colorado hereby authorizes amending Title 5, Chapter 3B, Section 8 of the Englewood Municipal Code 2000 as follows: 5-3B-8: Special Events and Alcohol Tasting Permit Fees shall be set by City Council Resolution and shall be in addition to any fees imposed by the State. Section 3. General provisions applicable to interpretation and application of this Ordinance: Applicability of Title 1, Chapter 2, Saving Clause. The provisions of Title 1, Chapter 2, Saving Clause apply to interpretation and application of this Ordinance, unless otherwise set forth in Section 1 above, including, but not limited to, the provisions regarding severability, inconsistent ordinances or code provisions, effect of repeal or modification, and legislation not affected by repeal. Page 305 of 364 3 Enforcement. The provisions of Title 1, Chapter 42, General Penalty mandate that except as otherwise provided within specific Titles, Chapters, or Sections of the Englewood Municipal Code, the violation of any provisions of the Code or of any secondary code adopted therein shall be punished by a fine not exceeding two thousand six hundred and fifty dollars ($2,650.00) or imprisonment for a term not exceeding three hundred sixty (360) days or by both such fine and imprisonment. Safety Clauses. The City Council hereby finds, determines, and declares that this Ordinance is promulgated under the general police power of the City of Englewood, that it is promulgated for the health, safety, and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The City Council further determines that the Ordinance bears a rational relation to the proper legislative object sought to be obtained. Introduced, read in full, and passed on first reading on the 21st day of May, 2018. Published by Title as a Bill for an Ordinance in the City’s official newspaper on the 23rd day of May, 2018. Published as a Bill for an Ordinance on the City’s official website beginning on the 22nd day of May, 2018. 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 21st day of May, 2018. Stephanie Carlile Page 306 of 364 Page 307 of 364 I� •:• The licensee shall promptly remove all open and unconsumed alcohol beverage samples from the licensed premises or shall destroy the samples immediately following the completion of the Alcohol Beverage Tasting. •!• Alcohol samples shall be in open containers and shall be provided to a patron free of charge. •:• No manufacturer of spirituous or vinous liquors shall induce a licensee through free goods or financial or in-kind assistance to favor the manufacturer's products being sampled at a tasting. The licensee shall bear the financial and all other responsibility for a tasting. •!• A retail liquor store or liquor licensee conducting a tasting shall be subject to the same revocation, suspension, and enforcement provisions as otherwise apply to the licensee. '1 ..J Page 308 of 364 Page 309 of 364 C.R.S. 12-47-301 (10) (a) The provisions of this subsection (10) shall only apply within a county, city and county, or municipality if the governing body of the county, city and county, or municipality adopts an ordinance or resolution authorizing tastings pursuant to this subsection (10). The ordinance or resolution may provide for stricter limits than this subsection (10) on the number of tastings per year per licensee, the days on which tastings may occur, or the number of hours each tasting may last. • (b) A retail liquor store or liquor-licensed drugstore licensee who wishes to conduct tastings may submit an application or application renewal to the local licensing authority. The local licensing authority may reject the application if the applicant fails to establish that he or she is able to conduct tastings without violating the provisions of this section or creating a public safety risk to the neighborhood. A local licensing authority may establish its own application procedure and may charge a reasonable application fee. • (c) Tastings are subject to the following limitations: o (I) Tastings shall be conducted only by a person who has completed a server training program that meets the standards established by the liquor enforcement division in the department of revenue and who is either a retail liquor store licensee or a liquor-licensed drugstore licensee, or an employee of a licensee, and only on a licensee's licensed premises. o (II) The alcohol beverage used in tastings must be purchased through a licensed wholesaler, licensed brew pub, licensed distillery pub, or winery licensed pursuant to section 12-47-403 at a cost that is not less than the laid-in cost of the alcohol beverage. o (III) The size of an individual alcohol sample shall not exceed one ounce of malt or vinous liquor or one- half of one ounce of spirituous liquor. o (IV) Tastings shall not exceed a total of five hours in duration per day, which need not be consecutive. o (V) Tastings shall be conducted only during the operating hours in which the licensee on whose premises the tastings occur is permitted to sell alcohol beverages, and in no case earlier than 11 a.m. or later than 7 p.m. o (VI) The licensee shall prohibit patrons from leaving the licensed premises with an unconsumed sample. o (VII) The licensee shall promptly remove all open and unconsumed alcohol beverage samples from the licensed premises or shall destroy the samples immediately following the completion of the tasting. o (VIII) The licensee shall not serve a person who is under twenty-one years of age or who is visibly intoxicated. o (IX) The licensee shall not serve more than four individual samples to a patron during a tasting. o (X) Alcohol samples shall be in open containers and shall be provided to a patron free of charge. o (XI) Tastings may occur on no more than four of the six days from a Monday to the following Saturday, not to exceed one hundred four days per year. o (XII) No manufacturer of spirituous or vinous liquors shall induce a licensee through free goods or financial or in-kind assistance to favor the manufacturer's products being sampled at a tasting. The licensee shall bear the financial and all other responsibility for a tasting. • (d) A violation of a limitation specified in this subsection (10) or of section 12-47-801 by a retail liquor store or liquor-licensed drugstore licensee, whether by his or her employees, agents, or otherwise, shall be the responsibility of the retail liquor store or liquor-licensed drugstore licensee who is conducting the tasting. • (e) A retail liquor store or liquor-licensed drugstore licensee conducting a tasting shall be subject to the same revocation, suspension, and enforcement provisions as otherwise apply to the licensee. • (f) Nothing in this subsection (10) shall affect the ability of a Colorado winery licensed pursuant to section 12- 47-402 or 12-47-403 to conduct a tasting pursuant to the authority of section 12-47-402 (2) or 12-47-403 (2)(e). Page 310 of 364 Dear Counsel, Hello! My name is Gene Martinez. I am the General Manager here at Kent Cellars Fine Wine & Spirits. When I took over the store in March of 2014 one of the things on my to do list was to establish public tastings for our wonderful and loyal customers! I was disappointed to find out that our liquor license did not allow us to do so. Since then I've been in close contact with the city clerks office (Jackie) trying to see what we can do to allow us to do so. In the last year or so it was sounding like finally this was something that the city was going to jump on board with. I understand that there may be some concerns about having under age or transients possibly taking advantage of our public tastings. However, I assure you that we would abide by the guidelines and laws that go along with our liquor license by educating my entire staff through TIPS training. I have worked in retail stores in the past that have been able to do public tastings. Incredible Wine and Spirits in Centennial and The Boulder Wine Merchant in Boulder. Both of these businesses abide by the regulations and laws under their liquor licenses. We are a very small store and a big concern that we have is having larger chain stores (grocery stores) being able to start selling full strength beer in 2019. Competing with them on pricing will be very difficult. Being able to do public tastings will benefit us by being able to interact more with our customers, educating customers on local beer, wine and spirit producers, creating a communal environment, increasing sales, and leveling out any loss that may occur to larger stores beating us out on pricing. I hope that the City of Englewood will see the positives in allowing businesses to conduct in store public tastings and that we do understand the consequences of going outside of the laws and regulations of our liquor license. If you have any concerns or questions, I encourage you to please reach out to me. Sincerely, Gene Martinez General Manager Kent Cellars Fine Wine & Spirits Kentcellars@gmail.com 303.789.7426 Page 311 of 364 04/23/2018 To Whom It May Concern: We request that the City Council please consider approving tasting permits in Englewood. We have been operating in the City of Englewood since 2011. Since then, we have grown our business by offering a wider and higher-end selection. We believe that allowing us to taste our customers on 2 specified days a week would provide a great service to our shoppers, as well as allow us to increase our sales. Currently, we are at a disadvantage to our competitors in neighboring cities that have tasting permits. Allowing us to host tastings would increase sales for us and increase sales tax revenue for the city. In the last couple years, we have seen our customers become more discerning. They would enjoy having a small 4 oz sample of a new product to taste before purchasing. Tastings will be geared towards customers with an interest in finer wines and spirits. As such, our intention is to taste only higher end products to our discerning customers on a very controlled basis. We understand that there is a liability involved with having open liquor containers and would take this added responsibility very seriously. During our past 7 years operating, we believe that we have proven to be a responsible and professional establishment. We ask that the Council support our business and help set us up for added success. Please do not hesitate to contact us with any specific questions. Sincerely, Imtiaz Malik & Gilda Zaragoza Page 312 of 364 Page 313 of 364 Page 314 of 364 Page 315 of 364 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Brad Power DEPARTMENT: Community Development DATE: May 21, 2018 SUBJECT: CB 15 - IGA with Arapahoe for CDBG and HOME Program DESCRIPTION: CB 15 - IGA with Arapahoe for CDBG and HOME Program RECOMMENDATION: Staff recommends Council approve a Bill for an Ordinance authorizing the execution of a three- year Intergovernmental Cooperation Agreement (IGA) between Arapahoe County and the City of Englewood relating to the conduct of Community Development Block Grant (CDBG) and Home Investment Partnership (HOME) programs for program grant years 2019 - 2021. PREVIOUS COUNCIL ACTION: City Council passed Ordinance No. 37, Series of 1991, authorizing initial participation in the Urban County Entitlement Program for the Community Development Block Grant (CDBG) program for federal fiscal years 1992- 1994. Council also passed Ordinance No 39, Series 1994, which was extended by Amendments Nos. 1-3 relating to participation in the Urban County Entitlement Program for CDBG and HOME funds for federal fiscal years 1995-2006. Council also approved Ordinance No. 13, Series of 2006, authorizing participation in CDBG and HOME Investment Partnership programs for program grant years 2007-2009, Ordinance No. 22, Series of 2009 for program grant years 2010 - 2012, Ordinance 25, Series of 2012 for program grant years 2013- 2015, and Ordinance 19, Series of 2015 for program grant years 2016 - 2018. SUMMARY: Arapahoe County is designated as an Urban County, which entitles the County to receive Community Development Block Grant (CDBG) and HOME funds provided directly by the U.S. Department of Housing and Urban Development (HUD). These programs provide grants to improve local communities by providing decent housing, improved infrastructure, public facilities and services, and improved economic opportunities for low and moderate income persons. Funds may also be used for activities that eliminate slums or blight, or for projects that meet urgent community needs. ANALYSIS: Arapahoe County is in the process of requalifying as an Urban County for the funding years 2019, 2020, and 2021. The County is required to inform each unit of general local government that it has the right to elect to be included or excluded from the Urban County. Local governments that previously entered into an IGA with Arapahoe County are being notified that the agreement will not automatically be renewed. A new IGA must be authorized to participate Page 316 of 364 for program grant years 2019 - 2021. In addition to Englewood, the cities of Centennial, Sheridan, Littleton, Deer Trail, Greenwood Village and Glendale participate in the three-year cooperation agreement with Arapahoe County. CDBG and HOME funds are allocated by statutory formula to each Urban County. This formula takes into account the age of the participating communities' housing stock, poverty levels, and affordability of housing. The Urban County then allocates the CDBG funds to each participating jurisdiction. The local jurisdiction still must apply annually for its share of funding. Any HOME funds awarded to Arapahoe County are not automatically shared by the participating jurisdictions. The City is eligible, however, to apply separately for HOME funds through Arapahoe County as well as the State of Colorado. Since 1992, the City of Englewood has received over $4.26 million in combined CDBG and HOME funds from Arapahoe County to supports its local projects. The authorization of this IGA will allow the City to receive its share of the FY2019 - 2021 CDBG funds as well as to provide the opportunity to apply for HOME funds through Arapahoe County. The funds will allow for the continuation of the Energy Efficient Englewood project and support for the House of Hope. For FY2015 - 2018, the City of Englewood has been able to assist approximately 40 homeowners with energy grants utilizing CDBG awarded funds. On March 26, 2018, the City received a preliminary award notice from Arapahoe County announcing Englewood's 2018 CDBG application was approved in the amount of $115,000, contingent on the County receiving sufficient funding from HUD, which will potentially allow the City to award an additional 13 energy grants to Englewood income-qualified homeowners. There are currently 20 homeowners on the waiting list for energy grants. FINANCIAL IMPLICATIONS: There is no direct financial impact. Current Community Development staff has managed this agreement in prior years and will do so for any future approved funding and projects. Staff salaries and benefits are part of the City's in-kind contribution toward those projects. The City will generally utilize a portion of the awarded CDBG and HOME funds to partially offset the staff salaries and benefits Exact grant amounts available for the years covered by this joint agreement are subject to annual federal budget approval and are thus unknown. During the previous three year agreement cycle the City received an average of $115,000 in CDBG grant funds per year. ATTACHMENTS: Council Bill #15 Contract Approval Summary Intergovernmental Joint Cooperation Agreement Page 317 of 364 1 BY AUTHORITY ORDINANCE NO. ____ COUNCIL BILL NO. 15 SERIES OF 2018 INTRODUCED BY COUNCIL MEMBER _________________ A BILL FOR AN ORDINANCE APPROVING AND AUTHORIZING A THREE YEAR INTER- GOVERNMENTAL COOPERATION AGREEMENT BETWEEN ARAPAHOE COUNTY, COLORADO AND THE CITY OF ENGLEWOOD, COLORADO RELATING TO THE CONDUCT OF COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) AND HOME INVESTMENT PARTNERSHIP (HOME) PROGRAMS FOR PROGRAM GRANT YEARS 2019 THROUGH 2021. WHEREAS, the City Council of the City of Englewood approved the execution of an Intergovernmental Agreement between the City of Englewood and Arapahoe County by passage of Ordinance No. 39, Series of 1994, covering the City’s participation in the Arapahoe County CDBG Entitlement Program as extended by Amendment No. 3, for funding years 2004 through 2006; WHEREAS, the Englewood City Council passed Ordinance No. 13, Series of 2006 and that was modified by Amendment No. 1 dated February , 2007 relating to participation in the Urban County Entitlement Program for CDBG and HOME funds for 2007 through 2009; WHEREAS, the Englewood City Council passed Ordinance No. 38, Series of 2006 authorizing Amendment No. 1 to the Urban County Entitlement Program for CDBG and HOME funds for 2007 through 2009; WHEREAS, the Englewood City Council passed Ordinance No. 22, Series of 2009 authorizing participation in the Urban County Entitlement Program for CDBG and HOME funds for 2010 through 2012; WHEREAS, the Englewood City Council passed Ordinance No. 25, Series of 2012 authorizing participation in the Urban County Entitlement Program for CDBG and HOME Funds for 2013 through 2015; WHEREAS, the Englewood City Council passed Ordinance No. 19, Series 2015 authorizing participation in the Urban County Entitlement Program for CDBG and HOME Funds for 2015 thorough 2018; WHEREAS, the passage of this Ordinance authorizes the execution of a three-year Intergovernmental Cooperation Agreement between Arapahoe County and Englewood relating to the conduct of Community Development Block Grant (CDBG) and HOME Investment Partnership (HOME) programs for program grant years 2019 through 2021; and Page 318 of 364 2 WHEREAS, the Community Development Block Grant (CDBG) and HOME Investment Partnership (HOME) programs incorporate funds from the U.S. Department of Housing and Urban Development (HUD). NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Section 1. The attached “Intergovernmental Joint Cooperation Agreement and HOME Consortium Agreement Between Arapahoe County, Colorado and the City of Englewood, Colorado Relating To The Conduct Of Community Development Block Grant (CDBG) And Home Investment Partnerships (HOME) Program and HOME Investment Partnerships Program for program grant years 2019 through 2021” attached hereto as Exhibit A, is hereby accepted and approved by the Englewood City Council. Section 2. The Mayor and City Clerk are hereby authorized to sign and attest said Agreement for and on behalf of the City of Englewood, Colorado. Section 3. The City Manager shall be authorized to further extend and/or amend the Intergovernmental Cooperation Agreement for the program grant years 2019 through 2021. Introduced, read in full, and passed on first reading on the 21st day of May, 2018. Published by Title as a Bill for an Ordinance in the City’s official newspaper on the 23rd day of May, 2018. Published as a Bill for an Ordinance on the City’s official website beginning on the 22nd day of May, 2018. 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 the Bill for Ordinance introduced, read in full, and passed on first reading on the 21st day of May, 2018. Stephanie Carlile Page 319 of 364 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: Brad Power Phone: 303.762.2346 Title: Director of Community Development Email: bpower@englewoodco.gov Vendor Contact Information Vendor Name: Arapahoe County Housing and Community Development Division Vendor Contact: Lianna Escott Vendor Address: 1600 W Littleton Blvd., Suite 300 Vendor Phone: 303.738.8066 City: Littleton Vendor Email: lescott@arapahoegov.com State: CO Zip Code: 80120 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: May 1, 2019 End Date: April 30, 2022 Total Years of Term: 3 Total Amount of Contract for term (or estimated amount if based on item pricing): NA If Amended: Original Amount $ Amendment Amount $ Total as Amended: $ Renewal options available: Payment terms (please describe terms or attach schedule if based on deliverables): Attachments: ☐Copy of original Contract if this is an amendment ☐Copies of related Contracts/Conveyances/Documents The authorization of the IGA between Arapahoe County and the City of Englewood allows the City to apply for FY 2019 – 2021 Community Development Block Grant (CDBG) and HOME funds to continue the Energy Efficiency Englewood project and staffing support for House of Hope. Page 320 of 364 Contract Approval Summary V10/25/2017 Page | 2 Source of funds: Budgeted Funds: $ N/A Line Item Description: Line Item Total Funding: $ Portion of Line Item spent to date: $ Funding Source: Fund: Division Code: Note (if needed): Program: 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 321 of 364 1 INTERGOVERNMENTAL JOINT COOPERATION AGREEMENT AND HOME CONSORTIUM AGREEMENT BETWEEN ARAPAHOE COUNTY, COLORADO AND CITY OF ENGLEWOOD, COLORADO RELATING TO THE CONDUCT OF COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM AND HOME INVESTMENT PARTNERSHIPS PROGRAM FOR GRANT YEARS 2019 THROUGH 2021 THIS AGREEMENT is entered into and shall be effective as of , 2018, by and between Arapahoe County, Colorado (the “County”), a body corporate and politic of the State of Colorado, and the City of Englewood (the “City”), a municipal corporation of the State of Colorado located in Arapahoe County. RECITALS A. In 1974 the U.S. Congress enacted the Housing and Community Development Act of 1974, as since amended (42 U.S.C. 5301 et seq.) (“HCDA”), permitting and providing for the participation of the United States government in a wide range of local housing and community development activities and programs under Title I of HCDA which activities and programs are administered by the U.S. Department of Housing and Urban Development (“HUD”); and the Home Investment Partnerships Program (“HOME”) was enacted under Title II (42 U.S.C. 12701-12839) of the Cranston-Gonzalez National Affordable Housing Act (“NAHA”) which activities and programs are administered by HUD; B. The primary objective of Title I of HCDA is the development of viable urban communities, by providing decent housing and a suitable living environment and expanding economic opportunities, principally for persons of low and moderate income, and the primary objective of the HOME program is to expand the supply of decent, safe, sanitary and affordable housing for low and moderate income Americans. These objectives are to be accomplished by the federal government providing financial assistance pursuant to HCDA and NAHA in the form of Community Development Block Grant (“CDBG”) funds and HOME funds to the state and local governments to be used in the conduct and administration of housing and community development activities and projects as contemplated by the primary objectives of the CDBG and HOME Programs; C. To implement the policies, objectives and other provision of HCDA and NAHA, HUD has issued rules and regulations governing the conduct of CDBG programs, published in 24 Code of Federal Regulations (CFR), Part 570 (the “Regulations”), which regulations provide that a county may qualify as an “urban county”, as defined in Section 570.3 of the regulations, and thereby become eligible to receive entitlement grants from HUD for the conduct of CDBG and HOME Programs as an urban county and also in 24 CFR, Part 92, governing the HOME program, which regulations provide that an urban county may form a consortium with a metropolitan city within the county, as outlined in Section 92.101, and that a metropolitan city that qualifies for a separate entitlement grant may be included as a part of the urban county and HOME consortium by entering into a cooperation and consortium agreement with the urban county in accordance with the requirements of the Regulations; D. The County has heretofore qualified under the Regulations as an “urban county” and will receive CDBG and HOME funds from HUD by annual grant agreements, and the City of Englewood located in the County will receive a separate community development entitlement grant and will be included as a part of the County in its CDBG Programs and through the consortium will be able to participate in the HOME program; Page 322 of 364 2 E. In 1981, and again since then, HUD amended the Regulations, pursuant to amendments of HCDA, revising the qualification period for urban counties by providing that the qualifications by HUD of an urban county and/or HOME consortium shall remain effective for three successive grant years regardless of changes in its population during that period, except for failure of an urban county to receive a grant during any year of that period, and also providing that during the three year period of qualification, no included city or other unit of general local government may withdraw or be removed from the urban county or HOME consortium for HUD’s grant computation purposes, and no city or other unit of general local government covering an additional area may be added to the urban county during that three-year period except in the case where a city or other unit loses its designation as a metropolitan city; however, the HOME consortium may add members during the three year qualification period at the discretion of the lead entity through the execution of a consortium agreement; F. In 2018, the County is submitting to HUD the required documentation to qualify as an urban county, including the Consolidated Plan and the One Year Action Plan, pursuant to Section 570.307 of the regulations, so as to become eligible to receive annual CDBG and HOME funds for the next three Program Years from Grant Years 2019, 2020, and 2021 appropriations, and if the City approves and authorizes this agreement, an executed copy thereof will be included in the documentation for this ensuing period of qualification and, if the County qualifies, the City will thereby be included as a part of the urban county and HOME consortium and be eligible to participate in the County’s CDBG and HOME Programs for the next three Program Years; G. The County recognizes and understands that it does not have independent legal authority to conduct community development and housing assistance activities within the boundaries of the City and therefore, its ability to conduct the CDBG and HOME Program in the City is limited by the requirement that it must obtain permission from the City to perform activities therein, and accordingly, in order for the City to be considered a part of the urban county and HOME consortium and be included in the County’s annual request to HUD for CDBG and HOME funds, it is required by the Regulations that the City and the County enter into a cooperation agreement whereby the City authorizes the County to undertake or to assist in undertaking essential community development and housing assistance activities within the City as may be specified in the “Consolidated Plan” to be submitted to HUD annually by the County to receive its annual CDBG and HOME entitlement grant; H. Under general provisions of Colorado law governing contracting between governmental entities and by virtue of specific authority granted in Part 2 of Article I of Title 29, C.R.S., any two or more political subdivisions of the state may enter into agreements with one another for joint cooperative action and any one or more political subdivisions may contract with another or with a legal or administrative entity created pursuant to that act to perform any governmental service, activity or undertaking which each political subdivision entering into the contract is authorized by law to perform, and I. Accordingly, the parties hereto have determined that it will be mutually beneficial and in the public interest of both parties to enter into this intergovernmental agreement regarding the conduct of the County’s CDBG and HOME Programs, THEREFORE, in consideration of the premises and cooperative actions contemplated hereunder, the parties agree as follows: 1. By entering into this intergovernmental joint cooperation agreement with the County, the City shall be included as a part of urban Arapahoe County’s HOME consortium for qualification and grant calculation purposes upon the qualification by HUD of the County to receive CDBG and HOME Program entitlements as an urban county and HOME consortium for the next three successive Program Years, May 1, 2019 through April 30, 2022. 2. As required by the Consolidated Plan final rule, 24 CRF part 91, the HOME consortium is on the same program year as the urban county CDBG program, May 1 through April 30. As provided in Section Page 323 of 364 3 570.307 of the Regulations, the qualification of the County as an urban county shall remain effective for the next three successive grant years, May 1, 2019 through April 30, 2022, regardless of changes in its population during that period of time and the parties agree that the City may not withdraw from nor be removed from inclusion in the urban county for HUD’s grant computation purposes during the period of qualification. As provided in Section 92.101 of the Regulations, the qualification of the County as a HOME consortium shall remain effective for three successive grant years, regardless of changes in its population during that period of time and the Parties agree that the City may not withdraw from nor be removed from inclusion in the HOME consortium during the period of qualification. 3. A fully executed copy of this cooperation agreement, together with the approving resolutions of both the City and the County, shall be submitted to HUD by the County as part of its qualification documentation and the City does hereby give the County the authority to carry out CDBG and HOME Program activities and projects which will be funded from annual CDBG and HOME funds from grant years 2019, 2020, and 2021 appropriations and from any Program income generated from the expenditures of those funds. 4. The City and the County agree to, and shall cooperate in, the preparation of detailed CDBG and HOME Program activities and projects to be conducted or performed in the City during each of the three program years covered by the Agreement and these finalized activities and projects will be included in the County’s Consolidated Plan and requests for funds for those program years. The city understands and agrees, however, that the County shall have final responsibility for selecting the program activities and projects to be included in each annual grant request and project grant request and for filing the Consolidated Plan with HUD on an annual basis. 5. The parties recognize and understand that the County, as a qualified HOME recipient and urban county, will be the lead entity required to execute all grant agreements received from HUD pursuant to the County’s annual request for CDBG and HOME Program funds and that as the lead entity it assumes overall responsibility for ensuring that the consortium’s CDBG and HOME Program is carried out in compliance with the requirements of the CDBG and HOME program, including requirements concerning the Consolidated Plan. Further, the County, as lead entity, will to the extent required by HUD, be the responsible entity under such grant agreements for the overall administration and performance of the CDBG and HOME programs, including the projects and activities conducted within the City. Accordingly, the City agrees that as to all projects and activities performed or conducted in the City under any HOME or CDBG grant agreement, which includes the City, that the County shall have the ultimate supervisory and administrative control. 6. The City shall cooperate fully with the County in all CDBG and HOME Program efforts planned and performed hereunder and does hereby allow and permit the County to undertake or assist in undertaking essential community development and housing assistance activities within the City as may be approved and authorized in the County’s agreements, including the Consolidated Plan. The City and the County also agree to cooperate to undertake, or assist in undertaking, community development housing assistance activities for the CDBG and HOME Program, as they may be planned and specified in the County’s Consolidated Plan submitted annually to HUD for the three Program years specified herein and for such additional time as may be required for the expenditure of CDBG and HOME funds granted by the County for such activities. 7. The County, as the lead entity, is authorized to act in a representative capacity as the lead entity for all members of the consortium for the purposes of administering the HOME Program. The County will accept project recommendations from all HOME consortium members, but reserves the right to make final funding decisions. No project within the boundaries of the City of Englewood will be considered for inclusion in the Consolidated Plan unless first approved by the City of Englewood. 8. The HOME funds may be accessed by the City in two ways; the City may approve a project or activity, carried out be a third entity, as appropriate for the needs of the City, and endorse the application, or; Page 324 of 364 4 the City may originate a grant or loan request on its own behalf for an eligible project or activity. If the City applies for HOME funds itself, then the provisions in paragraph 9 apply. For example, if the City opts to create an eligible homeowners rehabilitation program, the City would be subject to the same requirements as a subrecipient, including a written agreement. If the City approves or endorses a third party application, then the City’s continuing participation in the project or activity is not required. 9. Pursuant to 24 CFR 570.501(b) and 24 CRF 92.504, the City is subject to the same requirements applicable to subrecipients, including the requirement of a written agreement as set forth in 24 CFR 570.503 and 24 CRF 92.504. 10. The City understands that pursuant to Section 570.503 and Section 92.504 of the Regulations, it will be necessary for the City to enter into separate project agreements or sub-grants in writing with the County with respect to the actual conduct of the projects and activities approved for performance in the City for the three HOME and CDBG Program years covered be the cooperation agreement and that the funds designated in the County’s Consolidated Plan for those projects and activities will also be funded to the City under those separate project agreements or sub-grants. Subject to the provisions of Paragraph 5 above, the City will administer and control the performance of the projects and activities specified in those separate project agreements, and will be responsible for the expenditure of the funds allocated for each such project or activity and will conduct and perform the projects and activities in compliance with the Regulations and all other applicable federal laws and requirements relating to the CDBG and/or HOME Programs. The City also understands and agrees that it shall also comply with the requirements of Section 570.503 prior to disbursing any CDBG funds to a subrecipient of the City. 11. All HOME and/or CDBG Program funds that are approved by HUD for expenditure under the County’s grant agreements for the three Program years covered by this Agreement, including those that are identified for projects and activities in the City, will be budgeted and allocated to the specific projects and activities described and listed in the County’s Consolidated Plan and One Year Action Plan to the Consolidated Plan submitted annually to HUD and those allocated funds shall be used and expended only for the projects or activities to which the funds are identified. No project or activity nor the amount allocated therefore may be changed, modified, substituted or deleted by the City with respect to any project of activity without the prior written approval of the County and the approval of HUD when that approval is required by the regulations. 12. Because the City will be included as part of the urban county and HOME consortium for the three Program Years covered by this Cooperation Agreement, it will do all things that are appropriate and required of it to comply with the applicable provisions of the grant agreements received by the County from HUD in which the City is included, and with the provisions of HCDA and NAHA and all Rules and Regulations, guidelines, circulars, and other requisites promulgated by the various federal departments, agencies, administrations and commissions relating to the CDBG and HOME Programs. In addition, the City and the County shall each take all actions necessary to assure compliance with the certification required of the County by Section 104(b) of Title I of HCDA including the National Environmental Policy Act of 1969, Title VI of the Civil Rights Act of 1964, Title VIII of the Civil Rights Act of 1968, the Fair Housing Act, Section 109 of Title I of HCDA and other laws applicable to the conduct of the HOME and CDBG Programs. In addition, the parties hereto understand and agree that the County may not provide any HOME or CDBG funding for activities in, or in support of, the City if the City does not affirmatively further fair housing within its jurisdiction or impedes the County’s actions to comply with its fair housing certification. 13. During the period of performance of this Agreement, as provided in Paragraph 18 below, the City shall: (a) Inform the County of any income generated by the expenditure of CDBG and/or HOME Program funds received by the City; (b) Pay over to the County any Program Income received by the City, or retain and use that Program Income subject to, and in accordance with, the requirements and Page 325 of 364 5 provisions of the separate HOME or CDBG project agreements that will be entered into between the City and the County for the actual conduct of the HOME and/or CDBG Programs; (c) Use any Program Income the City is authorized by the County to retain only for eligible activities in accordance with all HOME and CDBG Program requirements as may then apply and as will be specifically provided for in the separate project agreements between the City and the County; (d) Keep appropriate records regarding the receipt of, use of, or disposition of all Program Income and make reports therein to the County as will be required under the separate project agreements between the City and the County, and (e) Pay over to the County any Program Income that may be on hand in the event of close-out or change in status of the City of that may be received subsequent to the close-out or change in status as will be provided for in the separate project agreements mentioned above. 14. The separate project agreements or sub-grants that will be entered into between the County and the City for the conduct of the CDBG and HOME Programs, as mentioned and referred to elsewhere in this agreement, shall include provisions setting forth the standards which shall apply to any real property acquired or improved by the City, in whole or in part, using CDBG and HOME Program Funds. These standards will require the City to: (a) Notify the County in a timely manner of any modification or change in the use of that property from that which was planned at the time of acquisition or improvement and this notice requirement shall include any disposition of such property. (b) Reimburse the County in an amount equal to the current fair market value of property acquired or improved with CDBG or HOME funds (less any portion thereof attributable to expenditures of non-CDBG or HOME funds) that is sold or transferred for a use which does not qualify under the Regulations, and (c) Pay over to the County any Program Income that is generated from the disposition or transfer of property either prior to, or subsequent to, any close-out, change of status or termination of this cooperation agreement that is applicable. 15. The City, by execution of this agreement understands that it may not apply for grants under the small cities or state CDBG Programs for appropriations for fiscal years during the period in which it is participation in the urban county’s CDBG Program; and may not participate in a HOME consortium except through the urban county, regardless of whether the urban county receives a HOME formula allocation. The City may, however, apply for State and other Cities HOME funds. 16. The County may, in accordance with the applicable requirements of 24 C.F.R. Part 570, collect an administrative fee for the performance of its duties administering the CDBG program, pursuant to this agreement. In no event shall the administrative fee exceed twenty percent (20%) of the overall annual City CDBG allocation. In the event that the County’s total actual administrative costs are less than 20% of the annual City CDBG allocation, the County shall notify the City of the amount of any unused administrative fee, and the City shall decide how to allocate or apply the unused administrative fees. The County may provide recommendations to the City regarding the use of such unused administrative fees. 17. The County may, in accordance with the applicable requirements of 24 CFR Part 92, collect an administrative fee for the performance of its duties administering the HOME program, pursuant to this agreement. Page 326 of 364 6 18. The period of performance of this Agreement shall cover three HOME and CDBG Program years consisting of the County’s 1st, 2nd, and 3rd Program years from this Agreement, beginning May 1, 2019 and ending April 30, 2022. The HOME and CDBG program years are the same, as is required. As stated herein, however, the Agreement is intended to cover activities to be carried out with annual CDBG and HOME funds from grant year 2019, 2020, and 2021 appropriations and shall be and remain in full force and effect until all projects and activities approved and authorized to be performed and funded for those grant years have been completed and any program income earned has been remitted to the County or used by the City in accordance with the criteria described in paragraph 13. 19. The Agreement will be automatically renewed for participation for successive three-(3) year qualification periods, unless a party provides written notice to the other party that it elects not to participate in a new qualification period. The County must notify the other party in writing of the election of its right not to participate. A copy of the notification must be sent to both the other party and the HUD Region 8 field office by the party electing not to participate. Notices and responses must be sent according to the schedule specified in HUD’s HOME consortia qualification notice and the urban county qualification notice for the next qualification period. Each party is required to adopt any amendment to the agreement incorporating changes necessary to meet the requirements for cooperation agreements set forth in the HOME consortia qualification notice and the urban county qualification notice applicable for a subsequent three-year HOME consortia and urban county qualification period, and to submit such amendment to HUD. Failure to comply will void the automatic renewal for such qualification period. 20. Pursuant to the provisions of 24 C.F.R. § 507 and/or 24 C.F.R. § 91.225 the County and the City shall take all actions necessary to assure compliance with the Urban County’s Certification under Section 104(d) of Title 1 of the Housing and Community Development Act of 1974, as amended, regarding the National Environmental Policy Act of 1969, The Uniform Relocation Act, The American with Disabilities Act of 1990, Title VI of the Civil Rights Act of 1964, the Fair Housing Act, affirmatively furthering Fair Housing, Title VIII of the Civil Rights Act of 1968, Executive Order 11988, Section 109 of title I of the Housing and Community Development Act of 1974 (which incorporates Section 504 of the Rehabilitation Act of 1973 and the Age Discrimination Act of 1975), and other applicable laws. Use of Urban County funds for activities in, or in support of, any cooperating City that does not affirmatively further fair housing within its own jurisdiction or that impedes the County’s action to comply with the County’s Fair Housing Certification shall be prohibited. Pursuant to 24 CFR 570.501(b), City is subject to the same requirements applicable to subrecipients, including the requirement of a written agreement as described in 24 CFR 570.503. 21. The County and the cooperating unit of general local government agree to cooperate to undertake, or assist in undertaking, community renewal and lower-income housing assistance activities and the grantee or unit of general local government that directly or indirectly receives CDBG or HOME funds may not sell, trade, or otherwise transfer all or any such portion of such funds to another metropolitan city, urban county, unit of general local government, or Indian tribe, or insular area that directly or indirectly receives CDBG funds in exchange for any other funds, credits or non-Federal considerations, but must use such funds for activities eligible under Title I of the Housing and Community Development Act of 1974, as amended. . 22. Pursuant to the provisions of 24 C.F.R. § 507 and/or 24 C.F.R. § 91.225 the City has adopted and is enforcing the following policies: (a) Prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individuals engaged in nonviolent civil rights demonstrations, and; Page 327 of 364 7 (b) Enforcing applicable State and local laws against physically barring entrance to or exit from a facility or location which is the subject of such nonviolent civil rights demonstration within its jurisdiction. 23. Any changes and modifications to this Agreement shall be made in writing and shall be executed by both parties prior to the performance of any work or activity involved in the change and be approved by HUD, if necessary, to comply with the Regulations. 23. (a) This Agreement shall be and remain in force and effect for the period of performance specified in Paragraph 18 hereof and, when the County has been qualified by HUD as a HOME consortium and urban county, neither the County nor the City may terminate this agreement or withdraw therefrom during that period of performance. (b) During the three Program Years for which the County has qualified, the parties agree not to veto or otherwise obstruct the implementation of the approved Consolidated Plan during that three year period and for such additional time as may be required for the expenditure of funds granted for that period. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly authorized and executed by each on the date specified as follows: ARAPAHOE COUNTY, COLORADO By: _____________________________ Jeff Baker, Chair of the Board of County Commissioners ATTEST: By: ______________________________ Clerk to the Board of County Commissioners CITY OF ENGLEWOOD, COLORADO By: _______________________________ Rita Russell, Mayor of the City of Englewood Reviewed: ________________________ City Attorney’s Office ATTEST: By: ________________________________ City Clerk or Deputy City Clerk Page 328 of 364 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Dan Long DEPARTMENT: Public Works DATE: May 21, 2018 SUBJECT: ERC Flat Roofs & Skylight Replacements DESCRIPTION: ERC Flat Roofs & Skylight Replacements RECOMMENDATION: Staff recommends Council approve, by motion, a contract with Garland/DBS for the amount of $399,536 to replace the specified flat roofs and the skylight over the "kiddie pool". SUMMARY: Replace the identified flat roof systems, 3 on the south and 2 on the north sides of the building. During the 2016 Roof Inspections, the condition of these roofs were identified as "failed". All of the flat roofs at the Rec center are Ballasted (rock covered) EPDM (Ethylene Propylene Diene Monomer, a synthetic rubber) roofs, installed in 1989. Over time as UV rays hit the EPDM it begins to shrink. This results in tears allowing water to penetrate directly in to the building causing damage to the roof deck as well as the inside of the building. When the EPDM membrane is at this stage, tears will develop at an increased rate, which is where these roofs are currently at. Replace the skylight on the south side of the building over the "kiddie pool." This skylight has been experiencing leaks for the last several years. Given the condition of this skylight and that the roof it sits on has failed, now is the time to replace it versus opening up the roof again at a later date FINANCIAL IMPLICATIONS: Both projects are funded from the Capital Projects Fund: Flat Roofs Project 31 1005 Task 012 G/L 1005 "ERC Flat Roof Replacement", $350K budgeted, $341,287 actual Skylight Project 31 1005 Task 001 G/L 1005 "Facilities & Operations", $150K budgeted, $58,249 actual ALTERNATIVES: Continue the roof repairs as more tears and leaks occur along with the ceiling and wall repairs as a result of the water infiltration. Page 329 of 364 CONCLUSION: The identified roofs and skylight should be replaced. ATTACHMENTS: USC Proposal 25-CO-180360 - Garland/DBS Proposal Contract # CFC/18-22 - COE Contract Rec Center Roof & Skylight Replacement Contract Approval Summary 2018 Capital Budget Page Rec Center Roof View - Roofs and skylight to be replaced GDI City of Englewood BCOI - Garland/DBS Certificate of Insurance Page 330 of 364 Contract Approval Summary V10/25/2017 Page | 1 Contact Identification Information (to be completed by the City Clerk) ID number:Authorizing Resolution/Ordinance: Recording Information: City Contact Information Staff Contact Person: Dan Long Phone: 303-762-2532 Title: Facilities & Operations Manager Email: dlong@englewoodco.gov Vendor Contact Information Vendor Name: The Garland Company Vendor Contact: Hayden Garrett Vendor Address: 3800 East 91st St.Vendor Phone: 970-415-3255 City: Cleveland Vendor Email: hgarrett@garlandind.com State: Ohio Zip Code: 44105 Contract Type Contract Type:Construction Agreement Description of ‘Other’ Contract Type: Description of Contract Work/Services: Attachments: ☒Contract -- ☐Original ☐Copy ☐Addendum(s) ☐Exhibit(s) ☐Certificate of Insurance Summary of Terms: Start Date: TBD End Date:Total Years of Term: Total Amount of Contract for term (or estimated amount if based on item pricing):$ 399, 536 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 in Full upon Project Completion and Acceptance Attachments: ☒Copy of original Contract if this is an amendment ☐Copies of related Contracts/Conveyances/Documents Recreation Center Flat Roofs and skylight replacement Page 331 of 364 Contract Approval Summary V10/25/2017 Page | 2 Source of funds: Budgeted Funds: $ 500,000 Line Item Description: ERC Flat Roof Replacement Facilities & Operations Line Item Total Funding: $ 350,000 $ 150,000 Portion of Line Item spent to date: $ 0 $0 Funding Source: Capital Project Fund Fund: 31 Division Code: 1005 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 Vendor has a Master Intergovernmental Cooperative Purchasing Agreement (MICPA), #14-5903 Page 332 of 364 E°?'§lewood PROCUREMENT DIVISION CONTRACT CFC I18-22 399 536 THIS CONTRACT is.made and entered into this __day of 20___,by and between the City of Englewood,a municipal corporation of the State of Colorado hereinafter referred to as the “City”,and GarlandIDBS,Inc.whose address is 3800 East 91“Street,Cleveland,OH 44105,hereinafter referred to as (‘Contractor’). PROJECT:Englewood Recreation center Fiat Roofs and skylight Replacement WHEREAS,proposals pursuant to said advertisement have been received by the City and have been certified by the Director of Public Works and forwarded to the Mayor and City Council with a recommendation that a contract for work be awarded to the above named Contractor who was the lowest reliable and responsible bidder therefore;and WHEREAS,pursuant to said recommendation,the City Council has approved the Contract,and the Contract has been awarded to the above named Contractor,and said Contractor is now willing and able to perform all of the work in accordance with the advertisement,and attached bid and proposal. NOW THEREFORE,in consideration of the compensation to be paid and the work to be performed under this contract,the parties mutually agree as follows: A.Contract Documents:It is agreed by the parties hereto that the following list of instruments.drawings and documents which are attached or incorporated by reference constitute and shall be referred to either as the Contract Documents,and all of said instruments,drawings,and documents taken together as a whole constitute the Contract between the parties hereto and they are made a pan of this Contract: Invitation to Bid and Supporting Documents Contract (this instrument)including:Exhibits,Schedules,Attachments and Statements of Work AllBid Response Documents Certi?cate of Insurance B.Song of Work:The Contractor agrees to and shall furnish all labor.tools,supplies,equipment, materials and everything necessary for and required to do,perform and complete all the work described,dravm,set forth.shown,included attached hereto,in said Contract Documents. C.Tgms of Performance:The Contractor agrees to undertake the perfon11ance of the work under this Contract within ten (10)days from being noti?ed to commence work by the Director of 1000 Englewood Parkway,Englewood,Colorado 80110-2373 (303)762-2300 www.engIewoodgov.org crcrns-u sac nu mm 1 sum:Raplnoennnt Page 333 of 364 D.InitialTerm of Contract:The initial term of this contract shall be for one year from the date of approval by the City Council.the dates being .20 to ,20 .in the event that the parties desire to extend the contract beyond the one year period.written notice given no later than sixty (60)days prior to the end of the contract,shall be provided to the City by the Contractor.The parties shall then enter into a renewal amendment to this Contract.including a new Schedule A -—Outline of Statement of Work,and any exhibits necessary for the extension.The parties may enter into a maximum of ?ve (5)one year renewals.unless either party gives written sixty (60)day notice of non-renewal.All of the toms and conditions of this contract shall apply to any renewal. E.indemni?cation:The city cannot and by this Contract does not agree to indemnify,hold harmless. exonerate or assume the defense of the Contractor or any other person or entity.for any purpose.The Contractor shall defend.indemnify and save harmless the City.its of?cers.agents and employees from any and all claims,demands.suits,actions or proceedings of any kind or nature including Worker's Compensation claims.in any way resulting from or arising out of this Agreement/Contract:provided, however.that the Contractor need not indemnify or save harmless the City,its of?cers.agents and employees from damages resulting from the sole negligence of the City's of?cers,agents and employees. F.Contractor's and Subcontractors Insurance.The Contractor shall not commence work under this contract until he has obtained the insurance required under this paragraph and satisfactory proof of such insurance has been submitted to City.Except for worker's compensation insurance,the policy shall not be amended or modilied and the coverage amounts shall not be reduced without the City‘s prior written consent.The City shall be named as an additional insured and be furnished thirty (30) days written notice prior to cancellation.The Contractor shall not allow any subcontractor,employee or agent to commence work on this contract or any subcontract untilthis insurance has been obtained. i)Insurance Types and Amounts.The City requires the following minimum amounts of insurance coverage:Commercial General Liability in the amount of $3,000,000 per occurrence; Professional Liability Errors and Omissions in the amount of $1,000,000 per occurrence;and Employee Dishonesty and Computer Fraud in the amount of $1,000,000 per occurrence.The above amounts may be amended upward or downward depending on the overall cost of the sen/ices provided,and only with the approval of the City. G.Tennination of Award for Convenience:The City may terminate the award at any time by giving written notice to the Contractor of such termination and specifying the effectivedate of such termination,at least thirty (30)days before the effectivedate of such termination.Inthat event all?nished or un?nished service, reports.material (s)prepared or fumlshed by the Contractor after the award shall,at the option of the City. become its property.if the award is terminated by the Cityas provided herein,the Contractor willbe paid for the materials and services provided up to the termination date,less payments of compensation previously made.if the award is terminated due to the fault of the Contractor the clause relating to termination of the award for cause,below in subsection F,shall apply. H.Termination of Award for Cause:if.through any cause.the Contractor shall fall to ful?ll in a timely and proper manner its obligations or if the Contractor shall violate any of the covenants.agreements or stipulations of the award or any of the terms and conditions contained in this Contract,the City shall have the right to terminate the award by giving written notice,no less than thirty (30)days.to the Contractor of such tem1ination and specifying the effectivedate of temtlnation.in that event,allfurnished or un?nished services.at the option of the City.become its property.and the Contractor shall be entitled to receive compensation for any satisfactory actual work completed,documents prepared and completed,or materials fumlshed. 1000 Englewood Parkway,Englewood.Colorado 80110-2373 (303)762-2300 www.englewooclgov.org cram-22 ERG an Root:a skww Ra?ecctrlont Page 334 of 364 Notwithstanding the above,the Contractor shall not be relieved of the liabilityto the City for damages sustained by the City by virtue of breach of the award and Contract by the Contractor and the City may withhold any payments to the Contractor for the purpose of set off until such time as the exact amount of damages due the City from the Contractor is determined. I.Terms of Payment:The City agrees to pay the Contractor for the performance of all the work required under this contract.and the Contractor agrees to accept as his full and only compensation therefore, such sum or sums of money as may be proper in accordance with the price or prices set forth in the Contractor's proposal attached and made a part hereof,the total cost thereof being Dollars. ($000,000.00).A 5%retainage of the awarded project amount will be withheld until final inspection and acceptance by the Project Manager. J.Aggrogriation of Funds:At present,§399,536 has been appropriated for the project.Notwithstanding anything contained in this Agreement to the contrary,the parties understand and acknowledge that each party is subject to ArticleX,§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-fiscalyear direct or indirect debt or obligation within the meaning of TABOR and,notwithstanding anything in this Agreement/Contract to the contrary,all payment obligations of the City are expressly dependent and conditioned upon the continuing availability of funds beyond the tenn of the City’s current fiscal period ending upon the next succeeding December 31.Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated.budgeted,and otherwise made available in accordance with the mice,regulations,and resolutions of the City and applicable law.Upon the failure to appropriate such funds,this Agreement shall be deemed terminated.The City shall immediately notify the Contractor or its assignee of such occurrence in the event of such termination. K.Liguidated Damages:The City and Contractor recognize that time is of the essence in this Agreement because of the public interest in health and safety,and that the City will suffer financial loss,and inconvenience,if the Work is not complete withinthe time specified in the bid documents,plus any extensions thereof allowed in accordance with the General Conditions.They also recognize the delays,expense and difficulties involved in proving,in a legal proceeding,the actual loss suffered by the City it the Work is not completed on time.Accordingly,instead of requiring any such proof,the City and Contractor agree that as liquidated damages for delay,but not as a penalty,Contractor shall pay the City $0.00 for each day that expires after the time specified for substantial completion until the Work is complete,and $0.00 for each day that expires after the time speci?ed for final completion until the Work is finally complete. L.Assignment:Contractor shall not,at any time,assign any interest in this Agreement or the other Contract Documents to any person or entity without the prior written consent of the City specifically including,but without limitation,moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law).Any attempted assignment which is not in compliance with the terms hereof shall be null and void.Unless specifically stated to the contrary in any written consent to an Assignment,no Assignment willrelease or discharge the Assignor from any duty or responsibilityunder the Contract Documents. M.contract Binding:It is agreed that this Contract shall be binding on and inure to the benefit of the parties hereto,their heirs,executors.administrators,assigns,and successors. 1000 Englewocd Parkway,Englewood,Colorado 80110-2373 (303)762-2300 www.engiewoodgov.org Cscntc 9?EGOF15:earnsa St;ghl nenaaze.-l:«:r.i Page 335 of 364 N.State Statute:ifthis project is for a publicworks project or public project.as de?ned in Section 8-49-102(2) C.R.S.the contractor shall comply with 8-17-101 C.R.S.which requires the contractor to use at least eighty percent (80%)Colorado labor for any public works project ?nanced in a whole or in part by State, counties.school districts,or municipal monies. 0.Contractors Guarantee:The Contractor shall guarantee that work and associated incidentals shall remain in good order and repair for a period of one (1)year from all causes arising from defective workmanship and materials.and to make all repairs arising from said causes during such period without further compensation.The determination of the necessity for the repair or replacement of said project, and associated lncidentals or any portion thereof,shall rest entirely with the Director of whose decision upon the matter shall be final and obligatoryupon the Contractor. P.Governing Law:This Contract shall be governed by.constmed and enforced under the laws of the State of Colorado,excluding statutes related to conflict of laws between different jurisdictions. Q.Disclosure of Con?dential lnforrnatlon:The City as an arm of the state is subject to the Colorado Open Records Act,C.R.S.24-72-201 et.seq.In the event that a Disclosing Party receives an Open Records request,the Disclosing Party shall notify the other party to this Contract R.Attorney Fees:in the event that either party to this Contract shall commence any action against the other party arising out of or in connection with this Contract.or contesting the validity of the Contract or any provision of this Contract,the prevailing party shall be entitled to recover from the other party reasonable attorney's fees and related costs.fees and expenses incurred by the prevailing party in connection with such action or proceeding. VERIFICATIONOF COMPLIANCE WITH C.R.S.8-17.5-101 ET.SEQ.REGARDl?§_HIRINGOF ILLEGAL ALIENS (a)Employees,contractors and Subcontractors:Contractor shall not knowinglyemploy or contract with an illegal alien to perform work under this Contract.Contractor shall not contract with a subcontractor that fails to certify to the Contractor that the subcontractor will not knowingly employ or contract with an illegal alien to perform work under this Contract.[CRS B-17.5-102(2)(a)(l)&(Il).] (b)Veri?cation:Contractor willparticipate in either the E-Verify program or the Department program,as de?ned in C.R.S.8-17.5-101 (3.3)and 8-17.5-101 (3.7)respectively,in order to con?rm the employment eligibility of all employees who are newly hired for employment to perform work under this public contract.Contractor is prohibited from using the E-Verify program orthe Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed. (c)Duty to Terminate a Subcontract:if Contractor obtains actual knowledge that a subcontractor performing work under this Contract knowinglyemploys or contracts with an illegal alien.the Contractor shall: (1)notify the subcontractor and the City within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien;and (2)terminate the sub-contract with the subcontractor if,within three days of receiving notice required pursuant to this paragraph the subcontractor does not stop employing or contracting with the illegal alien;except that the Contractor shall not tenninate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with the illegal alien. 1000 Englewood Parkway.Englewood.Colorado 80110-2373 (303)762-2300 www.englewoodgov.org GFIZIYG-22ERG Flat Haunt Sk??tt Raptacarunl Page 336 of 364 (d)Duty to Comply with State Investigation:Contractor 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 Contractor‘sbreach of any section of this paragraph or provisions required pursuant to C.R.S.8-17.5-102.Contractor 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. 1000 Englewoud Parkway.Englewood.Colorado80110-2373 (303)762-2300 www.englewoodgov.org Cl-'OilB—22ERCFill Roch &S|qE¢H Raxhuxmm Page 337 of 364 IN WITNESS WHEHEOF,the parties hereto have executed this Contract the day and year first written above. CITYOF ENG-LEWOOD By:Date: (Director) By:Date: (City Manager) By:Date: (Mayor) ATFEST: Contractor (print company name) By:Date: (Signature) (Print name and Title) CFCHG E EEC Fla:Rows E.51:3’-eahv?ermconienx 1000 Englewood Parkway,Englewood,Colorado 80110-2373 (303)762-2300 www.anglawoodgov.mg Page 338 of 364 SCHEDULEA OUTLINE OF STATEMENTOF WORK 1.GENERAL Dan Long Facilities &Operations Manager City of Englewood.Co. 2800 S.Platte River Dr. Englewood,Co.80110 303-762-2532 dlong@engIewoodoo.gov Hayden Garrett Territory Manager GarlandIDBS.Inc Cell 970-415-3255 hgarrett@garIandind.com 2.NAMES,PHONE NUMBERSAND EMAILSOF PROJECT COORDINATORS Hayden Garrett Territory Manager Gar1andIDBS,Inc. Cell 970-415-3255 3.SUMMARYOF PURPOSEFOR STATEMENTOF WORK Replace the Identi?ed flat roof systems,3 on the south and 2 on the north sides of the building. Replace the skyiight on the south side of the building. 4.EQUIPMENTANDPROGRAMMINGTO BE PROVIDEDBYCITY (IF ANY) 5.OTHER CONSULTANTRESOURCES 1000 Englewood Parkway.Englewood.Colorado 80110-2373 (303)762-2300www.en9Iewoodgov.org CFO?Iv22E$FItRo¢lSl?IR#w~&% Page 339 of 364 6.DESCRIPTIONOF WORK PRODUCT ANDDELIVEHABLES Scope of Work:Roof Replacement 9. Tear off existing roof to deck Contractor shall identify areas of deck which need repair or replacement during tear off. Mechanically fasten base layer of 2"polyisocyanurate with crickets Install 1/2“Densdeck prime in insulation adhesive according to wind upliftcalculations Installtorch base sheet. Install torch mineral cap. Install torch base llashing and torch mineral cap flashing. Install Pyrarnic Pis LO coating. Provide 4'minimum sump at all roof drains. 10-Refer to project specification manual for further instructions. 11-Alldetails to be installed in accordance with details on drawings included within this drawing package and in accordance with manufacturer's guidelines. Scope of Work:Skylight Replacement 1.. 2. 3. Flemove existing skylight system. Install new 2"curbing on wall side to achieve a 2/12 pitch. Furnish and installQuadwall glazing with (2)vertical purlins 3.19’0C rafters 7.89" 7.SPECIAL TERMS,IF ANY 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 DellverablesIMllestones set forth in the Payment Schedule.Payments shall be made upon City's written confirmation to Consultant that the Deliverab|es- Milestones have been satis?ed. 10.SCHEDULEANDPERFORMANCEMILESTONES This schedule sets for the target dates and performance milestones for the preparation and delivery of the Deliverables by CONTRACTOR. Start of work following Notice to Proceed,estimated date August 15‘,2018. Cl’-OMB-?set;may Heels 5.sagmgmRortiazmcu-.i 1000 Englewocd Parkway.Englawood.Colorado 80110-2373 (303)762-2300 www.eng|ewoodgov.org Page 340 of 364 1 1.ACCEPTANCE ANDTESTlNG PROCEDURES 12.LOCATION OF WORK FACILITIES Substantially all of the work willbe conducted by Consultant at its regular office located in Denver. IN WITNESSWHEREOF,pursuant and in accordance with the Professional Services Agreement between the parties hereto dated __________________,20___.the parties have executed this Statement of Work as of this day of .20 . CITYOF ENGLEWOOD,COLORADO By: (Signature) (Print Name) Title: Date: Consultant Name By: (Signature) (Print Name) 1”:tle: Date: 1000 Englewood Parkway,Englewuod.Colorado 80110-2373 (303)762~2300 www.englewoodgov.org cFCrn6»:-2 EEC Flax929::&Snyagnt R.=l‘.v'<sc:m.:m Page 341 of 364 Garland/DBS,Inc. 3800 East 91"Street Cleveland,OH 44105 Phone:(800)762-8225 Fax:(216)883-2055 Hi Ann ROOFING MATERIALAND SERVICES PROPOSAL Englewood Recreation Center City of Englewood 1155 West Oxford Avenue Englewood,CO 80011 Date Submitted:03/27/2018 Proposal #:25-CO-180360 MICPA #14-5903 Purchase orders to be made out to:Garland/DBS,Inc. Please Note:The following budget/estimate is being provided according to the pricing established under the Master Intergovernmental Cooperative Purchasing Agreement (MICPA) with Cobb County,GA and U.S.Communities.This budget/estimate should be viewed as the maximum price an agency will be charged under the agreement.Garland/DBS,Inc.administered a competitive bid process for the project with the hopes of providing a lower market adjusted price whenever possible. Scope of Work: ..\_\.-‘.°S°.°°.“.°’9‘:‘>.°°!\’.-‘ Tear off existing roof to deck. Contractor shall identify areas of deck which need repair or replacement during tearoff. Mechanically fasten base layer of 2"polyisocyanurate insulation board with crickets for Install 1/2"Densdeck prime in insulation adhesive according to wind uplift calculations. Install torch base sheet. Install torch mineral cap sheet. Install torch base flashing and torch mineral cap flashing. Install Pyramic Plus LO coating. Provide 4'minium sump at all roof drains. Refer to project specification manual for further information. All details to be installed in accordance with details on drawings included within this drawing package and in accordance with manufacturer's guidelines. Line Item Pricing Item #Item Description Unit Price Quantity Unit Extended Price 2.05 Tear—off&Dispose of Debris:SYSTEM TYPE BUR W/Insulation and Mineral Surfacing —Metal Deck $1.82 14,400 SF Page 342 of 364 6.21.01 Roof Deck and Insulation Option:METAL ROOF DECK -TORCH APPLIED I SELF-ADHERING APPLICATION —INSULATION OPTION:» Mechanically Fasten Polyisocyanurate /Adhere Treated Gypsum Insulation Board with G|ass—Mat (e.g.DensDeck I Securock I Equal)with Insulation Adhesive to Provide an Average R-Value of 20 In Compliance FM 1-90 Requirements 3.88 14,400 SF 55,872 12:13.01 2-PLY ROOF SYSTEMS -COMBINATIONSOF A BASE PLY &A CAP SHEET (TOP PLY) PLEASE NOTE:BASE PLY &CAP SHEET COMBINATIONS MUST BE APPROVED BY THE MANUFACTURER:ROOF CONFIGURATION 1 Ply of Torch Base Sheet Installed with Torch Application:BASE PLY OPTION:-SBS Modi?ed Asphalt-Based,Fiberglass Reinforced Torch Base Sheet —Minimum of 80 Ibf/in tensile Torch-Applied Base Sheet (ASTM D 5147)1.66 14,400 SF 23,904 12.41.01 2—PLYROOF SYSTEMS —COMBINATIONS OF A BASE PLY &A CAP SHEET (TOP PLY) PLEASE NOTE:BASE PLY &CAP SHEET COMBINATIONS MUST BE APPROVED BY THE MANUFACTURER:ROOF CONFIGURATION 1 Ply of Mineral Surfaced,Torch—Applied Cap Sheet Installed with Torch Application:ROOFING MEMBRANE OPTION:»ASTM D 6162 SBS Fiberglass/Polyester Reinforced Modi?ed Bituminous Sheet Material Type III—Minimum300 lbf/in tensile Torch~Applied Membrane 5.78 14,400 SF 83,232 20.20.01 NEW FLASHINGS FOR ROOFING SYSTEMS & RESTORATION OPTIONS:Torch Applied Flashings Minimum 1 Ply of Torch Base and Torch Mineral Cap Sheet;Torch Applied:FLASHING OPTION:— BASE PLY:SBS Modi?ed Polyester/Fiberglass Reinforced Base Torch Applied Flashing Ply -80 Ibf/inch tensile (ASTM D 5147);TOP PLY:ASTM D 6162 SBS Fiberglass/Polyester Reinforced Modi?ed Bituminous Sheet Material Type III -300 Ibf/in Tensile Torch Applied Membrane 17.86 3,300 SF 58,938 5.11 Coat New Roo?ng With Elastomeric Coating:ROOF SYSTEM TYPE Apply an Acrylic Coating per Speci?cations (1 Gallon per Square per Coat ~2 Coats Required)»Smooth or Mineral Surfaced Modi?ed 2.06 14,400 SF £9 29,664 Sub Total Prior to Multipliers 277,818 Page 343 of 364 JOB SITE SPECIFIC MULTIPLIERS APPLIED TO EACH LINE ITEM ON ASSOCIATE JOB: MULTIPLIER -ROOF HAS LARGE AMOUNT OF PENETRATIONS I ROOF TOP OBSTRUCTIONS Multiplier Applied when Open Roo?ng Area is Limited Due to a Large Number of Roof Penetrations such as Soil Stacks,Sky Lights,Roof Drains, Exhaust Vents,HVAC Units,etc.,or when there are a Large Amount of Roof Top Obstructions such as: Pipes,Duct Work,Electrical Wires,Hoses,etc. 22.12 50%%$138,909 Sub-Totals After Multipliers $416,727 2% Nations Roof of Colorado $ B&M Roofing of CO Inc.33 445,787 $ $ 377,700 447,518 506,630 Roofmasters Roo?ng 8.Sheet Metal Colorado Moisture Control,Inc. Scope of Work:Skylight 1.Remove existing skylight system and Furnish and Install Quadwall glazing with (2) Vertical.Purlins 3.19’0C.Rafters 7.89‘.We will be installing a new curb 2’tall on the wall side to archive a slope of 2/12.The new curb will attached to the existing glass store front with new flashing to prevent a debris trap. Potential issues that could arise during the construction phase of the project will be addressed via unit pricing for additional work beyond the scope of the speci?cations.This could range anywhere from wet insulation,to the replacement of deteriorated wood nailers.Proposal pricing valid through 12/31/2018. ClarificationsIExclusions: Sales and use taxes are excluded.Please issue a Tax Exempt Certificate. Permits are included. Bonds are included. Plumbing,Mechanical,Electrical work is excluded. Masonry work is excluded. Temporary protection is excluded. Any work not exclusively described in the above proposal scope of work is excluded. .“.C7-‘.07.-PF*’!°."‘ If you have any questions regarding this proposal,please do not hesitate to call me at my number listed below. Page 344 of 364 Respectfully Submitted, Garland/DBS,Inc. (216)430-3613 Page 345 of 364 Page 346 of 364 Page 347 of 364 DATE Irmronrvvvvi/‘W 9A.COR.D CERTIFICATE OF LIABILITYINSURANCE ,2,m,2m7 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELYOR NEGATIVELY AMEND,EXTENDOR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,ANDTHE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONALINSURED,the polir:y(Ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED.subject to the terms and conditions of the policy,cerialn policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsemenI(s). PRODUCER °°"“.‘°T MarshUSA.Inc gag;W ?omzsricaSankTower g§:AlN‘oExllr WC Nnl: arn rel:, Dallas.TX 75201-7357 ‘‘‘’‘’“‘5‘' Au";da"C5_CC,r5@m3,CI,,CCm lNSIlRER(S)AFFORDIN6 coveruxars NAIC rr CNl021.'I74B9--D85-17-18 NOC rrrsunerzA:lrunshoreSpeciallyhrs.Company 25445 ‘"5“"E°Ga’landDBS‘M INSURERB :TravelersIrrdemnilyco 15550 3000East91ElSlreel INSURER C :Liberty InsuranceUnderwn'lersInc.19917 CI°"°k""d-OH ‘W05 INSURERD 2 TravelersProperty Casually Companyoi America 15574 INSURERE:NIA N/A INSURERF:NIA WA COVERAGES CERTIFICATE NUMBER:HOU-003252519434 REVISION NUMBER:5 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCELISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENTWITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCEAFFORDEDBY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONSANDCONDITIONSOF SUCH POLICIES.LIMITSSHOWN MAY HAVE BEEN REDUCEDBY PAID CLAIMS. 'I‘I5I§ms or msunmce ?I§’§,“‘I,}5'.§‘FOLICYNUMBER I537“II%7v55IrIrrIII'rrIr'r%‘;'v'5’I'9I umrs A X COMMERCIALGENERALLIABILITY 002550902 I2r05l20I7 1205/2018 EACHOCCURRENCE 5 1,000,999 Gr»:10 CLAIMS»!-IADE X occur:EREMISES(E§E(;I:rIJEI|rjr:nw)S 500.000 MED ex?(Anyone parsanl s ‘O-0°” X SIR -8100.000 PERSONAL r.ADV INJURY 5 ‘-°°°-""0 GEN'L AGGREGATELIMITAPPLIESPER:GENERAL AGGREGATE s 2309-000 POLICY X 35317 Loc PRODUCTS-COMPIOPAGE 5 2.000.000 OTHER:5 B AUTOMOBILELIABILITY 810-56230079-IND-17 1210512017 1210572003 EEglo:I‘gIjNdEmI)nSINGLELIMIT5Lwolom X ANYAUTO IzonILv INJURY (Per person)s g,‘f’.r’g5s’_3°NLY§S;I§gU'-ED BODILY INJURY(Per alxraonri s X HIRED X NON-OWNED PROPERTY DAMAGE CAUTOSONLYAurosONLYIPMaccldrrnll s C UMSRELLALIAB X OCCUR 100002100000 12I05l20I7 12105I20l8 EACH OCCURRENCE 5 5.000000 X “C555 '-W3 CLAIMS-MADE AGGREGATE 5 5.000000 can RETENTIONS s D wormensCOMPENSATION P.lUl3~5G22D23B»17 12/05/2017 mggpmg X PER gm- AND EMPLOYERS‘LIABILITY Y ,N T‘““‘5 R ANYPROPRIETOR/PARTNERIEXECUTIVE E.L.EACH ACCIDENT s 1.000.000 OFFICERIMEMBEREXCLUDED7 N N I A (Mandatory In mi)EL.DISEASE .EA EMPLOYEE s 1.000.000 Iiyes.describe under 1000000nrascarprrouorOPERATIONSbelowE.L.nrsr-zrxse-POLICYLIMIT s -» DESCRIPTIONOF OPERATIONS ILOCATIONS I VEHICLES (Acono I(I1,I\ddllIon.1lRcmarks Schedule,may Ire allacherl Ir mam span:Is required) Cilyal Englewoadls indudedas additionalinsuredI-rlrererequiredhyIvrillenconlracl vn'Ihrespect Io General Llabllilyand AuraLiability.Thislrrsurrrnceis primaryand norr-wulrlbularyovaranyexlslirrginsurance and lirniledlo Iabilllyarisinguul al the operations(II lirenamedinsuredslrhjeclIo policylerms and condilions.Waiverof subregaliarrIs applicablewhererequiredbywrlllenoonlracl and subject in policyIernrs and carrdilluns CERTIFICATE HOLDER CANCELLATION 0*”°'E"9‘“““°“SHOULD ANY or THE ABOVE nascmraeu POLICIESBE CANCELLED BEFORE 1000EnglewoodParhvay THE EXPIRATION DATE marreor.NOTICE wILL BE DELIVERED IN Ensrlevmw.00 80110 -ACCORDANCE wmrTHE I=oLIcv PROVISIONS. AUTHORIZEDREPRESENTATIVE ol Mnrsli USA Inc. ©1988-2016 ACORD CORPORATION.All rights reserved. ACORD 25 (2016IO3)The ACORD name and logo are registered marks of ACORD Page 348 of 364 coMiviER’<:rAI,_Au'ro TI-IISENDORSEMENTCHANGESTHEPOLICY.PLEASEREADIT CAREFULLY. BIJSINESS5AUTOEXT§E'N:SIC)5i\IENDORSEMENT Tiijsendorsementinoditiesinsuranceprovidedunderthefoliowingg BUSINESSAUTO COVERAGEFORM I3li'NEi5tiXLDESCRiETl?_l\I‘,0FCOVERAGE'-¢ThIsendorsementhroacienscoverage.However,cov'erage:forany injury.damageor medicalexp_en_sesciescribeglIn_a_nyoftheprovisions ofthisendorsementmaybe ex}:_lu__cle;Ior limitedby another endorsementtothe’Coverage Part.and these coveragebroadeningprovisionsdo not apply to theextent that coverageis excluded or limitedby such age description only.Limitationsand exclusions may app an endorsement.Tireiollowinglisting is a general cover- iy to these coverages.Read all the provisionsof this an- dorsement arid,tl1e‘restof yourpoiicycarefullyto determinerights,duties)and whatis and is not covered. BROAD’r=o'r1MNjAIiriEpjrNsui3Eo> aLAfry_KErADDITIONALmsunr-:o‘ EMPLOYEEHIRED‘AUTO EMPLOYEES ‘A3 INSURED" su FPLEMENTARYPAYMENTS—-INCREASED LIMITS F.HIREDAUfI_'O‘—-."_rr,v‘iirEo4irrioiaLoiNroEcov- AERAGAE-'-lN,DE,MNlT_‘(sis wj/.uvEn_c‘ii=oEi5ui:'rjrELE— rnovrsrous A.jafnonoFonrvrrriA'MEoiN$fu”nEo Thefollowing isadded(toil?-‘aragraph»A.1._.whois Alf:Insured.of SECTION’II_-COVEREDAUTOS LIABILITYQOVERAGE: Any organization you newly acquire orform dur- ing the policy period over which you maintain 50%or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under tliliiprovislonis affordedonly un- til the 180th day alter youacquire or form the or- ganization or the end of the policy‘period.which4 ever is earlier. BLANKETADDITIONALmsukeo The followingis_acl:Iedto Paragrapho_.inA.1., Who is An Insured.of SECTIONII -—COVERED AUTOS LIABILITYCOVERAGE: Any person ororganization whois requiredunder a written contract or agreementoeiyv :1 you and that person or organizati N,that V ned and executed by you before rm»;"bo_i_iyinjury"or "property damage"occurs and that is in effect during the policyperiod,to l:‘a'na’medas an addi~ tionai insured is an "in's'ured"for Covered Autos LiabilityCoverage.but only for damages to which I"'P9-F‘? r,:AT353 02 15 H. !"‘?<F.2 3, C-. to 2015 TheTravelersindemnityCompany.Allrightsreserved. includescopyrightedmaterialof insuranceServices Office.inc.withitspermission. HIREDAU.TD-PHYSICALDAMAGE—.Loss ‘or usE —INGREASEDLIMIT I=__H_vs._l'_lLDAMAGE_—TRANSPORTATION EXPEN§ES~—INCREASEDLlliIilT r="ER'soNAr.PROPERTY :A5iF€.l'3A<‘3'._" uo1f_r,cEAND.KNDWLEDGEDFACCIDENTon Loss _a‘r.An_r<_ErWAIVERorsoBnoenrrou UNINTENTIONALERRORS on omissions thisinsuranceapplies and_o._nly’,ta,theextentthat person ._ororganizationquali?es as an "insured" undertheWhois An insuredprovisioncontained inSectionII. EMPLOYEEHIREDAUTO .1;The following is adde;_i’_toParagraphA,‘i.. Winnts_An insured,of SECTIONII -CQl_'I- ERED AUTO-'3LIABILITYCOVERAGE: An "employee"of yours is an "insured"while operating anfaulzo"hired or rented under a contract or‘agteemcnt in an "employee's" name.with yourpermission,»while performing dutiesrelatedto the conduct of your lJusi~ F333: 2.The following iep|aoe"s_Parag'rapi1ti.in_B.5., other insurance.of SECTIONIV —BUSI- NESS AUTOCONDITIONS: in.For Hired Auto Physical Damage Cover- age,the following are deemed to be cov- ered"autos"you own: (1)Any coveted "auto"you lease.hi‘r'e, ‘rent or borrow;and (2)‘Anycovered ”auto"hiredor rentedby your "employee"underawcontractin an "employee's"‘name.with your Page 1 of 4 Page 349 of 364 c'o.MMERfcIiALAUIé: pgrrrlisslon.whileperformingduties relatedto the conductof your busi- r'_ie_ss. However.any"auto"that is lé’a's_’ed.'hIréd, rented or borrowed with a driver is not at ’cov‘e'red"auto"; D.EMPLOYEESASINSURED The following is‘added to Paragrapli A.'I.,Who Is Ari,IrIsured,'of SECTIONII—COVEREDAUTOS LIABILITYCOVERAGE: ‘Any"eniployee"of'you'rs_is an "ins'urgéd"wl1il’e,'us-‘ lrig a covered"auto"you don't own.hire orborrow in your businessor your r:rsoual.affai.r_s-, E.SUFELEMENTARYr=AviviEn'rs—iirjt:i2i_sA$jij:i;f LIMITS 1,Thefollowingreplaces ParagraphA._2.a[2), ofSECTION .II —ODVERED_AUTOSLIABIL- '|TY COVERAGE: ‘{2}Urito $3,000 for cost of bail bonds (in~ ’clu'dingbonds for relatedtrai?c’law viola- tions)ré?uired.becau"s'eof an’"a’ccidé'nt" we cover.we do‘not Irave.to ‘furnish these bonds. 2.Th,e,'fo‘llowirig_replacesParagraphA.2.a[4). pf SEcTIQN.Ii—covrsneo‘AurosLIABIL- ITY COVERAGE: (4)Allreasonableexpensesjncurredby the ~"insurecl”at our requelsthincluding‘actual loss of earnings up.to $500 a day be- causeof time offfrom w_orl<: F.I;IIREDfAUTO~LIMITEDWORLDWIDECOV- ERIXGE~INDEMNITYBASIS The following replaces Subparagraph(5)in Para- graph B.7.,Policy Period,Coverage Territory. of SECTION IV 1-BUSINESS AUTO CONDI- TIONS: (5)Anywhere in the world.except any country or jurisdictlon whileany trade sanction,‘eni- hargo,»or similarregulation imposed by the United States of Americaapplies to and pro‘- hiblts the transaction of business with or withinsuch country or jurisdiction.for Coy- eredAutos LiabilityCoveragegfyorany coyered -:"a,u_to"that you lease,hire,rent or borrow withoutadriver for a period of 30 days orless and thatis not an "auto"you lease,hire,-"rent or borrow from any of your "employees". partn'er's(if you are a partnership),members (if you are a limited liabilitycompany)or members ortheir houséliolds. ' Page 2 or4 o 2015TheTravelersindemnity§Ion1pal1_y.AI|rightsreserved. (a)Withrespectto any claimmadeor "stilt" brought outside the UnitedStates of America.the territoriesandjriossessions ofthe United States of Arriérica,Puerto Rico and Canada: (i_)You must arrangeto defend the "in- sured"against,and investigate or set- tle‘any such claim or "suit"and keep us’advisedof all proceedings audac- ti‘o_ns. (ii)N§itl1er,you nor any otherIt'_IyOIVeU_ '1nsure_d"will make’;e.ny.settlement’ withoutourconsent. (iii)Wemay,at ourdiscretion.participate in defending the "insured"against;or {inthe.settlement93‘.any claimor "suit". (iii)We willre.irnb_'uat E3"'iri§ured"‘for sumsthat the "ins ed"legally tn-rustrsayasdamagesuseof"bodily injury"‘or "p‘roperty=clamage"‘towhich ti1'ls'in'surance‘applies.that the fin- 'si'.i'rei_l"pays‘with our consent,but only up to the‘limitdescribedin*Pa'ra- grabh‘(2.,Limitsor insurance,of SECTION ‘Ii —-COVERED AUTOS LlABILITYcol/ERASE. (V)We willreimburse the !’insured"for the reasonableexpenses incurred with our.consentfor your investiga- tion cf such ciain1s-and your-vdéiense. of the 'insurecl"against any ‘such "suit",-Iijut only up to and inciuciéd withinthe limit described in Para- graph _G.;Limits Of Insurance,of SECTION II —COVERED AUTOS LIABILITYCOVERAGE.and not in additionto such limit.Our duty to make such payments ends when we have usedup the ‘applicablelimit of insurance in payments tor',damag'es. seltlements ordefenseexpenses. (b)This insurance is excess over any valid andcollectible other insuranceravailable to the "insured"whether primary.excess, contingent or onany other basis. (c)Thisinsurance is nota substitutefor re,- quiredor compulsory insiirancein ‘any country outside the United States,its ter- ritoriesand possessions,FiuertoRico and Canada. CAT3 53,0215 includescopyrightedmaterialorinsuranceServicesOtllce.inc.vnih its permission. Page 350 of 364 G. CAT3 53 02 15 Youagreeto riiaintalnallrequired or compulsory insuranfrein any such coun- try upgto the minimumlimitsrequired by local law.Your’failure to com p_iy_with cvompuisoryinsurange requirements will notin lidatetl1ecoverage affgrdegi by this po icy,_but we will only be liableto the sameextent we yvould_havebeen liable had you compliedwiththe comriulsory in- su ncerequirements. (cl), V stoodthat we arenot an admit- I _’.thorized insurer outside the United States of America,_its territories and ‘possessions,Puérto Rico and Can- _ada.«Vl[e,_assumeno responsibilityforthe ?irnlshing af~certi?catesof insurance,or forcompliancein any way withthe laws 'of"othercountriesrelating to ii-isurance. vfirriivefiz9FnE.I:fuc'ri'sr.e—GLASS Thefoii_owin'gisaddedtoParagraph D.,l;iedu.G.fi' I:gie_.of SECTIONIII ‘-—PHYSICALDAMAGE COVERAGE: Nodeductibie tor a ‘covered "auto"will apply to ‘glass damage it the ‘glass is repaired‘rather than replaced.’" ijrinso Auro i=Hvs'ir’:‘ALDAMAGE—i.os3s‘or'= 1;E-INCREASED LIMIT The’followingreplaces the last sentence of Paid- graph A;4.b..Loss Of Use Expenses.of_$EC-'- TION Ill —PHYSICALDAMAGECOVERAGE: However;themostwe willpay for any expenses foriossof use is $35 per day,"to a maximumof $750 for any one"accident". PHYSICAL DAMAGE.—,-TRANSPORTATION EXPENSES-INCREASEDLIMIT Thelfoiiowingreplaces the firstsentence in Para- graph A.4.a.,Transportation Expenses.of SECTION III -PHYSICAL DAMAGECOVER~ AGE: We _willVpay'uptoi{5tJ,per (lay to a maximum of $1,500 for temporary transportationexpense in- curred by youhbecauseof the total iheit of _acov- ered"auto"'o“ftheprivate passengertype. PERSONALPROPERTY Thefollowing‘is addedto Paragraph A.4..cover; age,Extensions,of;$ECTiQNIII -PHYSICAL D_AlVlA:E_c.OVERAGE: PersonalProperty We willpayup to $400 for "loss"to wearing ap- parel and other personal propertywhich is: (1)Owned by an ’”rnsu'r‘eri";and K. L. M. ‘Q2015The Travelersindemnity company;A|ir|9l1l5.r.689.IV$l‘i-_ includescapyrigliiedmaterialorinsuranceservices o?lca,inc.withitspermission. COMMERTCIALAUTO (2)in or-ehyourcovered"auto". Thiscoverage appiiesoniy in the event of a‘total theftofyour covered "auto". Nodeductiblesapply to tljis Personal Property coverage. ArRa‘Aes The‘toiioyiringis added to Pyaragraph3.3,,‘E_x_/oi_u- sicIngS,>o\'_SECTIONIII —PHYSICALDAMAGE COVERAGE: Exclusion3.a.doesnot apply to "loss"'tooneor m'cireairbags in a covered"auto"yo‘u‘o'whthatin; ilate,due‘to a cause otherthana cause-‘of‘loss’-‘ s_et_§oi_'thin Paragraphs A.’l.b.and A.'i.c.;,but only: V a.‘iftl_1a:t.?"aiita"is a covered"auto"for Compre- hensiveéoverage under thispolicy: b.The,‘rifags-are not é’ove'r’éd uhder any war- ’r‘arii_y‘;and ’ _c.-Theairbagswerenotintenti_on_aiiyinflated. We willpay to a maximum of $1.000 for any one "loss. noriféeArabKMowLs'oiss'or=AGCJDENTojnf LOSS Ti1e“foiiow’ingii_s"addedtoParagraph A.2.a.,of SECTIONIV—’B,UslNEsSAUTO CONDITIONS: Yo1'Jrduty7to'giveusor‘our auihorizéd representa- tivepronjptenoticeof the "accident"-or"loss"ap- piieaonly when the "accident"or "loss"is kriown téi ragYou'(if youare an individLial)_; (b)‘Apartner‘(ifyou area partnership); (9)rrreliniyrer(if you are a limitedliabilitycom- 7 7 ran): (cl)An executiveof?cer.director or insurance m_anag‘e'r(if yourare a corporation or other or- ganization);or to)Any"employee"ailthorizedbyyou to giv_e‘no-' tice of the "acciLient’7or "loss". BLANKETWAIVERDF,SUBROt3ATION Thefollowingreplaces Paragraph A.5;,Transfer Of RightsOf Recovery Against Others To tie, of _3EcTlON N -BUSiNESS AUTO CONDI-nous: 5.Transferof Rights or Recovery Against Others To Us .We,waiv‘e any‘rightof recoverywe mayhave against any personor organization to the ex- tent required of you by a written contract signed and executedprior to any "accident" or4"loss".providedthat the "accident"or "loss" arises out of operations contemplated by Page_3 of}: Page 351 of 364 c‘oMM_r;:R';:;AL_»i_LJ_Tb snchéqntrépt.The'waivér applies only toklhé pefson or organization designated in such c,orptract'. N.I,INiI}iTEMTioNALIgnrgons on OMiSSi0N$ Thé foliowingis added to Parég’rapi1 B.2.,pang cdalment,Misre'preséIitation,Or Fraud,‘of SECTION IV --BUSINESS AUTO CONDWIONS: Page 4 014 ‘©2015The,TraveiersIndemnity company.Allrightsresarvedt inciudescapyrightednratsriaioi InsuranceServices Oitlce.inc.-withits permission. The Lrninteniiongiomissionof,or unintentional error in,any informationgiven by you shall not gr'dice yourrights und'er"thisinéurance.How- everthisprovision does not affect our right to coi- idct additional premium or exercise our right of ca?deiiationornon-r"enewai.' CAT3 53,0215 Page 352 of 364 COMMERCIALAUTO THlS,EN|,JD.RSEfM_ENTCHANGESTHEl’OLlOY.:PLEASEREADITCAREFULLY. ;ai_,AixiKE"T5A.DfDiTiiONA,Lii§,lSuR‘EE_praamagavAND NQN-GGNTREBUTQRYWETH.QT ER ENSURANGE ‘thisendorsementmodifiesinsuranceprovided underthefollowing: BUSINESSAu'1"io’<'§o‘vERAGEFORM PROVISIONS 1.Th'e‘foIluwin‘gisaddetj toplf?qragraphA,1.§;.,Who is An lnsijrert.of SECTIONII -3 COVERED AUTOS LIABILITYCOVERAGE: Thisinciuéies.any personorioraanizetionwhoyou were‘required ‘under’a wniien contract ‘or ag'r'e9'r?énl~»betweenyou and that begsori or ~oiganization,that is signed by you before the !'bodily'ln]ury"_‘or;-"propertydamage"oeoursand that is in’efféot‘_duringthe policyperiod,to name ‘as en additionalin_s'ured__for_,”coveredAutos’ Liability Coverage,l_3ut"onlyfor da_rneg,es'towhich this insurance applies a_nd_:foniytothe extent,of that pers_on'sor organization's liabilityfor the conductof_another"insured‘l.' CAT474 oz 16. japplioabieolheifinsurance on "additionalinsuredperson or o p .13201BThé TreveeiairidemnliyCompany.Allrtghisreéeived. IncludesoqpyrlglilgdmalerialofInsurance Services O?lco.Inc.withits permission. 2.The following is addedto Paragraph 8.5.,other Insurance of SECTIONIV-,BUSINESS Aufo coiuDiTioNs; Regardlessofthe:provisionsofparagrapha.and paragraph d.of this part 5.O1h'erln‘§u'rani:e,this- insijiranoe-is p‘rimary'toand non-o‘o'ntrila‘g‘.ntory‘with '‘"ioh "a‘_'n ?rst named insured whenthe w ._ agreement between you and that person or organization,that is signed by youbefore the "bodily Injury"or "property "damage"occurs ‘and that is in effect durinijthe policyperiod,requires this insurance to be p‘n‘m'aryand non-contributory. Page 1 oil Page 353 of 364 ¢;§:\\«IRONSI-IORE A Lilwrty ~.\Ium:1ICompany IRONSHCIRESFECIALTYINSURANCECOMPANY MailingAddress: 75 FederalStreet 5th Floor Boston,MA 02110 TollFree‘:(377)|RON411 Endorsement#3 EffectiveDate of Enc[o'r‘semen_t;December05,2017PolicyNumber?00258930; Insured Name:GARLANDINDUSTRIES,INC. THISENDORSEMENTCHANGESTHEPOLICY.PLEASEREADIT CAREFULLY. EARLIERNOTICEOF CANCELLATIONPROVIDEDBYUS This endorsementmb'gil_f_Ie§i_nISiJ|.’.arIbe_|5r_cn'Ildedunderl:|1e’f_o|_low,lng’: coMME'R'cflALGENERALLiABmT'v'COVERAGE"PART 'L|qUoR'LI_AfBrLjIw(ovEI3AGr;jPA_R1_" POLLUTIONLIABILITYCOVERAGEPART PRO'D.U.CI'$/COMPLETEDOPERATIONS"LIABILITYcovemxeEPART SCHEDULE Numberof D.i!'Vs'N?itice:60 Day's (if no entry appears above,Informationrequired to complete this Schedulewillbe shown in the Declarationsas applicable to this9‘nd.°fr"se.ment.l ason ofherthan nonpaymentof premium,the number of'days,required for notice of graph 2.of either the CANCELLATIONCommon Policy Conditionor as amended by an the numberof claysshowninthe Scheduleabove. For any staiutorlly permitted re cancellation,as provided In para applicablestate cancellatlonendo_r:_:e,_ment,is increasedto ALLOTI-IERTERMS,CONDITIONSANDEXCLUSIONSREMAINUNCHANGED. November30,2017 DateAuthorizedRepresentative CGLEND.003 (05/09)Includescopyrighted materialof Insurance ServicesOffice,inc.with its permission.Page 1 of 1 Page 354 of 364 IRONSHORE A ijlzcrty Mtimai(Ionipnny IRONSHORESPECIALTYINSURANCECOMPANY Mailing Address: 75 FederalStreet 5th Floor Boston,MA 02110 TollFree:(877)iRON411 Endorsement ii 13 Policy Number;002589902 EffectivebateofEndorsement:December05,2017 insuredName:GARLANDiNI;US‘ifRiES,.ii}iC. Ti-IISENDORSEMENTCHANGESTHE POLICY.PLEASEREADITCAREFULLV. ADLDITIDNALINSUREDREQUIREDBYWRITTENCONTRACT A.Sectionii -whois An insuredis amendedto includeany person or organization you are requiredto includeas an additionalinsuredont_:iicy by a written contract or written agreement in effect during this ‘policyperiod and executed prior to the "occL'irrence"of the "bodily injury"or "property damage." 3.The insuranceprovidedto the‘abovedescribedadditionalinsuredunderthis endo‘rse‘mentislimitedasfollows: 1.SECTIONI-COVERAGES,COVERAGEA BODILYINIURYANDPROPERTYDAMAGELIABILITYonly. 2.Thepersonor org_anizai:_ionisonly an additionalinsuredwithrespect to liability arising out of "your work“ or "your product‘forthat additionalinsured. 3.in the event that the Limitsofinsurance provided‘bythis policyexceed‘thelimitsof insurance requiredby the written Contract or written agreement’,-theinsurance providedby thisendorsemeniivshallbelimited to the Limitsof insurancerequired by the writtencontract or writtenagreement.Thisendorsementshall notincrease theLimitsofinsurancestatedinthe Declarationspertaining to thecoverage provided herein. 4.The insurance providedto suchan additionalinsureddoes not applyto ‘lbociilyinjury"or "property damage”arising‘out of an architect's,engineer's'or surveyor’:renderingof or failureto render any professionalservices‘including: i.Thepreparing,approving orfailingto preparepr approve maps,shop drawings, opinions,reports,surveys,field orders‘,change orders,or drawings and.$Peci?c‘atiojn's; and ii.Supervisory,inspection,architecturalor engineering activities. 5.Thisinsurancedoes not apply to "bodily injury“or "property damage"arising out of "your work"or“your product"includedin the "p'ro‘du,cts-cornpletecioperations_haiard"unlessyou are required to provide such coverage by writtencontract orwritten agreement and then oniy for the periodof time required by the written contract or written agreement and in no event beyond the expiration date of the policy. 6.Any coverageprovided by this endorsement to an additionalinsuredshall be excess over any other valid and collectiblei'ns'uranceavailableto the additionalinsuredwhetherprimary,excess,contingentor on any other basis unlessa written contract or written agreement speci?callyrequires that this insurance apply an a primary or non-contributory basis. ALLOTHERTERMS,CONDiTlQNSANDEXCLUSIONSREMAINUNCHANGED. <November30 2017 ~.,, DateAuthorizedRepresentative CGLEND.022 (O5/09)includescopyrightedmaterialofinsurance ServicesOffice,inc.withits permission.Page iof 1 Page 355 of 364 7,?\\\IRONSHORE A I.iher(y MunmlCompany IROIIISHORESPECiALTYINSURANCECOMPANY Mailing Address: 75 FederalStreet 5th Floor Boston,MA 02110 Toll Free‘:(877)IRON411 Endorsement it 28 Policy Number:002589902 Insured Name:GARLANDINDUSTRIES,INC. EffectiveDateof Endorsement;December05,2917 THISENDORSEMENTCHANGESTHEPOLICY.PLEASEREADIT CAREFULLY. ADDITIONALINSURED-OWNERS.ILESSEESOR CONTRACTORS-COMPLETEDOPERATIOi\iS Thisendorsement modifiesinsuranceprovidedunder the following: COMMERCIALGENERALLIABILITYCOVERAGEPART SCHEDULE Nameof Additionalinsured Person(s)Or0rganization(s):LocationAndDescriptionor Completed Operations: Whererequired by written contracm Where required bywritten contracts informationrequiredto completethis Schedule,if not shown above,willbe shown in the Declarations. A,SectionII -Who is AnInsuretlis amendedto includeas an additional insuredthe personls)or organlzation(s)shown in the Schedule,but only with respect to liabilityfor "bodily injury"or "property damage"'r‘:aus"ed,inwholeorin part,by "your work"at the location designated and described in the schedule of this endorsement performed for that additionalinsured and included in the "products-completedoperations hazard". CGL.END.076(10/09)includescopyrighted materialof insurance Services Office,inc.withits permission. B._With‘respect to the insu_rance affordezltothese additionalinsureds,the foliowingisaddedto Section III- Limits of Insurance: ifcoverage providedto the additionallnsu|'ed is required by contract or agreement,the must we willpay on be half of theadditionalInsuredis the amountof insurance: 1.Requ[red,bythe contractor agreement;or‘ 2.Availahie under the appiicable Limitsof insurance shown In the Declarations; whicheveris less, Thisendorsement shallnot increase the applicableLimitof Insurance shown in the Declarations.» Page 1 of 2 Page 356 of 364 However,_ 1.Thei’nsUi'ar'1ce‘afforded to such additional insured9'niyappiiejstn‘;the extent ‘permitted by law;and 2.if coverage _prc)videcitothe additional insuredIs req Liiredby contract or agreement,the insuranceafforded"tosuch additionalinsured wiii not be brqader than thatwhlchyouare required by the ;o_ntr_éct,o'ragreement to provide forsuch ad dltidnalins_u_réd. ALLOTHERTERMS,CONDITIONSANDEXCLUSIONSREMAINUNCHANGED. <-~-. N Nove'n‘1ber3i)'2017 DateAuthorizedRepfesentétive CGLEND.O76(10/09)Includescopyrighted materiaiof insurance Services Office,inc.with its permission.Page 2 of 2 Page 357 of 364 y,?‘{\\\IRONSHORE A l.ll1L-nyMutualCompany lRC)"NS‘HO-RESl5EClALTYLNSURANCECDMPANV MalllngAddress: 75 FederalStreet 5thFloor Boston,MA02110 Toll F[ee,:(877)lROl\l411 Endorsement ll 12 Pallc'yNy,r'n_bé;i':002589902 _Effectl\_ieDateof Endorsement:December’05,ZQ17 InsuredName:GARLANDINDUSTRIES,INC‘ THISENDORSEMENTC__HANGESTHEPOLlCY.PLEASEREADIT CAREFULLY. PRIMARY/NON-CONTRIBUTORYENDORSEMENT ’ThlsendorsementmocliflesInsurance provldeclby the oolicy as follows: Notwithstandinganyotherprovis1o'n'ofthepollcy to {herj:9ntrary,the _lnsu_r'am‘:eafforgledby thlspolicyfor the bejneflgof the AddltloifalInsuredshallbe prlma"ryln‘su'rance,but only with respect to-ajny clalm;loss or llablllty'a’rIslngout of the Namedlnslired'soperations;and any Insurance malntalnedby the Addltlonallnsuredshallbe non-contrlbutlng. "ALLOTHERTERMS.conblrlonsAhjo£xc'L_us1oNsREMAINUNCHANGED. “'“ ~~»-November?o 2017 AuthorizedRepresentaflve Date CGL.END.021(04/10)Page 1 of 1 Page 358 of 364 y,’,‘;'\'\wIRONSHORE A i.ihcrty liiunuliCompziny IROKNSHORE’SPECIALTYINSURANCECOMPANY MailingAddress: 75 FederaiStreet 5th Floor Boston,MA 02110 TollFree;(8.77)IRON411 Endorsement it 9 Policy Number;002589902 EffectiveDateof Endorsement:December‘05;2917 Insured Name:GARLANDINDUSTRIES,INC. THIS ENDORSEMENTCHANGESTHEPOLICY.PLEASEREADIT CAREFULLY. WAIVEROFTRANSFEROF RIGHTSOF RECOVERYAGAINSTOTHERSTO US Thisendorsementmodi?es InsuranceprovidedL_i‘ri‘cierthe foIIowIng:— c'c_)Mii/I_ER‘C|A'L'GENERALILIABILITYc‘o'vE_i3A<si=.PART_ PRODUCTS/COMPLETEDOPERATIONSLIABILITYCOVERAGEPART SCHEDULE Nameof PersonOr Organization: Whererequi?ed Iiy "writtencontract Cityof Homestead City-‘ofSugariand City of _CoraIGables Chautauqua County Department of Pubiic ‘Chautauqua Courity Qityof PaimBeachGardens .CIty‘o_fiacey The Cityof Seattle.City of Lodi .KnoxviI|e's Community.SoiarcityCorporation 13.Cityof CoralSprings 14.St.Johnsbury Academy 15.PortlandWaterDistrict i__.‘,:‘,,_,5.‘°5”.\'."‘*!-":-5!-"5"!" information required to complete this Scireduie,if not shown above,wiii be shown in the Declarations. The following is addedtoParagraph 8.Transfer Of Rights of Recovery Against Others To Us of Section III—Conditions: We waive any rightof recovery we mayhaveagainst the person or organization shownin the Scheduleabove because of payments we make for injury or damage arising out of your ongoingoperationsor "your worI<“done undera Contractwith "thatpersonor organization anidincludedinthe ”procIucts-completedoperations ha'1ar_d".«This walverappiies only to the personor orga nilation shown In the Scheduleabove. CGL.END.017(05/O9)includescopyrightedmateriaiof Insurance Services Office,inc.with its permission.Page 1 of 2 Page 359 of 364 TRAVELERE WORKERSegqngeeusnriom g§§.,§<3,‘,:§*}§%"3§‘f33 EMPLOYERSLIABILITYPOLICY ENDORSEMENTwe no03 13 (oo)—o1 POLICYNUMBER:(P,JUB‘5G22023-6-17) WAIVEROF OUR RIGHT TO RECOVERFROM OTHERS ENDORSEMENT e liablefor an injury covered by this policy.We will not ed in the Schedule.(This agreementappliesonly to the agreement from us.) We have the right to recoverour payments from anyon enforce our right against the pe‘I‘so'nor organizationnam extent that you perform "workunder a writtencontract that requires you to obtain this Thls agreement shall not operatedirectly or in’dire'ctlyto benefitany one not named in the Schedule. SCHEDULE DESIGNATEDPERSON: DESIGNATEDORGANIZATION: ANY PERSON OR ORGRNTZATIONFOR WHICHTHE INSUREDHAS AGREED BY WRITTENCONTRACTEXECUTEDPRIOR TO LOSS TO FURNISHTHIS WAIVER. DATEOF ISSUE:11-27-17 ST ASSIGN: Page 360 of 364 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Kathleen Rinkel DEPARTMENT: Finance & Administrative Services DATE: May 21, 2018 SUBJECT: Resolution for a year-end supplemental appropriation to the 2017 Budget DESCRIPTION: Resolution for a year-end supplemental appropriation to the 2017 Budget RECOMMENDATION: Staff recommends City Council approve the attached resolution for a year-end supplemental appropriation to the 2017 Budget. PREVIOUS COUNCIL ACTION: City Council has not discussed this supplemental appropriation specifically. Council approved the 2017 Budget and Appropriations Ordinances on final reading on November 21, 2016. SUMMARY: The supplemental appropriations for 2017 are presented for Council’s consideration at this time because total expenditures for the year are often not fully known until all expenditures are paid, which is often months after year-end. This year-end review and approval aligns to City past practices. ANALYSIS: General Fund: SOURCE OF FUNDS: Unassigned Fund Balance $35,000 USE OF FUNDS: Higher than anticipated fuel and maintenance costs for the Englewood Trolley. All fuel expenses have been reimbursed by RTD. Reimbursement from RTD is booked as Revenue (not requiring appropriation) and contributes positively to the General Fund fund Balance $35,000 Storm Water Drainage Fund SOURCE OF FUNDS: Unassigned Fund Balance from the Storm Water Drainage Fund $220,000 Page 361 of 364 USE OF FUNDS: Emergency storm drain repairs for the Oxford Station. This emergency was shared with the Council under City Manager's Report on September 5, 2017 $220,000 FINANCIAL IMPLICATIONS: Including this request for supplemental funding, the total 2017 end of year General Fund unassigned fund balance has increased $3,280,476 (2017 unaudited) from end of year 2016. Including this request for supplemental funding, the Storm Water Drainage Fund 2017 end of year fund balance has increased $195,964 (2017 unaudited) over end of year 2016. ATTACHMENTS: Resolution Page 362 of 364 RESOLUTION NO. _______ SERIES OF 2018 A RESOLUTION APPROVING A SUPPLEMENTAL APPROPRIATION TO THE 2017 BUDGET WHEREAS, the City of Englewood is required by City Charter to ensure that expenditures do not exceed legally adopted appropriations; WHEREAS, the 2017 Budget was submitted and approved by the Englewood City Council on November 21, 2016; WHEREAS, this Supplemental appropriation is being presented for City Council approval due to the fact that total expenditures for the year are not fully known until all expenditures are paid; WHEREAS, higher than expected fuel and maintenance costs for the Englewood Trolley has resulted in a $35,000 dollar shortfall; WHEREAS, all fuel expenses are reimbursed by RTD, which are booked as Revenue; WHEREAS, emergency storm drain repairs for the Oxford Station, resulted in a $220,000 dollar shortfall. These repairs were discussed with City Council at the September 5, 2017 Study Session, and: WHEREAS, re-appropriation of funds for 2017, including those listed above, for the Englewood Trolley and Oxford Station drain repairs are hereby presented for the consideration and approval of City Council. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section 1. The Budget for the City of Englewood, Colorado, is hereby amended for the year ending 2017, as follows: 2017 SUPPLEMENTAL APPROPRIATION SOURCES AND USES OF FUNDS: GENERAL FUND STORM WATER DRAINAGE FUND SOURCE OF FUNDS: Unassigned Fund Balance $ 35,000 Unassigned Fund Balance – Storm Water Drainage Fund $ 220,000 USE OF FUNDS: Englewood Trolley Fuel and Maintenance Costs $ 35,000 Emergency Storm Drain Repairs at Oxford Station $ 220,000 TOTAL USE OF FUNDS $ 235,000 Page 363 of 364 Section 2. The City Manager and the Director of Finance and Administrative Services are hereby authorized to make the above changes to the 2017 Budget for the City of Englewood. ADOPTED AND APPROVED this 21st Day of May, 2018. Rita Russell, Mayor Pro Tem ATTEST: __________________________________ Stephanie Carlile, City Clerk I, Stephanie Carlile, City Clerk for the City of Englewood, Colorado, hereby certify the above is a true copy of Resolution No. ____, Series of 2018. Stephanie Carlile, City Clerk Page 364 of 364