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Home My WebLink About2017-01-03 (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 Tuesday, January 3, 2017 ♦ 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 from the Regular City Council Meeting of December 19, 2016. City Council Regular - 19 Dec 2016 - Minutes 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. Coween Dickerson, Englewood resident, will address Council regarding communications. b. Kathleen Bailey, Englewood resident, will address Council regarding RESRAD analysis. c. Robert Ellstrom, Englewood resident, will address Council regarding excuses. d. Elaine Hults, Englewood resident, will address Council regarding general concerns. 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 9. Consent Agenda Items a. Approval of Ordinances on First Reading b. Approval of Ordinances on Second Reading. i. Council Bill 50 - a Bill for an Ordinance to approve an Intergovernmental Page 1 of 104 Englewood City Council Regular Agenda January 3, 2017 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 amending the previous agreement (Council Bill No. 5, Ordinance No. 7, series of 2016), which amended funding for the River Run Project. Staff: Open Space Manager Dave Lee UDFC Amendment to Agreement ii. Council Bill 52 – a Bill for an Ordinance to approve the Correction of the Sewer Easement for the Rite-Aid building. Staff: Utilities Director Tom Brennan Rite-Aid Exhange of ROW & City Ditch Easement c. Resolutions and Motions i. Staff recommends Council approve a Resolution designating the bulletin board on the north side of the second floor of Englewood Civic Center as the Official Posting Place for all Legal Notices of the City of Englewood for 2017. Staff: City Clerk Lou Ellis 2017 Bulletin Board Designation ii. The Littleton/Englewood Wastewater Treatment Plant (L/E WWTP) Supervisory Committee recommends Council approve, by Motion, a contract for a Biogas Use Application Feasibility Study at the L/E WWTP. Staff is recommending an award of contract to the engineering consulting firm, Carollo Engineers Inc., in the amount of $61,500.00. Staff: L/E WWTP Project Engineer Gunter Ritter and Process Specialist Greg Farmer. Carollo Study 10. Public Hearing Items 11. Ordinances, Resolutions and Motions a. Approval of Ordinances on First Reading b. Approval of Ordinances on Second Reading c. Resolutions and Motions i. Staff recommends Council approve, by Motion, the Advanced Utility Systems CIS Infinity Upgrade in the amount of $95,375.00. Staff: Utilities Director Tom Brennan CIS Advanced Utility System Upgrade ii. Staff recommends Council approve a Resolution to declare its intent to reimbursement spending of GOB bond proceeds prior to actual selling of the bonds. Staff: Finance and Administrative Services Director Kathleen Rinkel GOB reimbursement from proceeds iii. Staff recommends Council approve, by Motion, a contract with Slate Communications for $73,450, for marketing and communications professional services. Staff: Communications Manager Alison Carney Slate Communications Contract 12. General Discussion a. Mayor's Choice Page 2 of 104 Englewood City Council Regular Agenda January 3, 2017 Please note: If you have a disability and need auxiliary aids or services, please notify the City of Englewood (303- 762-2405) at least 48 hours in advance of when services are needed. b. Council Members' Choice i. A resolution approving 2017 funding for local non-profits. 2017 funding for local non-profits 13. City Manager’s Report a. Agenda Update 14. City Attorney’s Report 15. Adjournment Page 3 of 104 MINUTES City Council Regular Meeting Monday, December 19, 2016 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 Jefferson at 7:06 p.m. 2 Invocation The invocation was given by Council Member Russell. 3 Pledge of Allegiance The Pledge of Allegiance was led by Council Member Russell. 4 Roll Call COUNCIL PRESENT: Mayor Joe Jefferson Mayor Pro Tem Rick Gillit Council Member Laurett Barrentine Council Member Amy Martinez Council Member Linda Olson Council Member Rita Russell A quorum was present. COUNCIL ABSENT: Council Member Steve Yates STAFF PRESENT: City Manager Keck Acting City Attorney Comer Assistant City Manager Robinson City Clerk Ellis Deputy City Clerk Carlile Communications Manager Carney, City Manager's Office Director Rinkel, Finance and Administrative Services Director Brennan, Utilities Open Space Manager Lee, Parks and Recreation Planner II Voboril, Community Development Planning Technician Lott, Community Development Page 1 of 7 Draft Page 4 of 104 City Council Regular December 19, 2016 Commander Watson, Police Department 5 Consideration of Minutes of Previous Session a) Minutes from the Regular City Council Meeting of December 5, 2016. Moved by Council Member Rick Gillit Seconded by Council Member Linda Olson TO APPROVE THE MINUTES OF THE REGULAR CITY COUNCIL MEETING OF DECEMBER 5, 2016. For Against Amy Martinez x Joe Jefferson x Linda Olson (Seconded By) x Laurett Barrentine x Rita Russell x Rick Gillit (Moved By) x 6 0 Motion CARRIED. 6 Recognition of Scheduled Public Comment a) Alison Carney, Communications Manager, and Mayor Jefferson presented the 2017 Student Art Calendar Recognition. b) Jeremy Lott, Planner, and Council Member Martinez presented the Keep Englewood Beautiful Holiday Lighting Awards. c) Chiles Freidman and Cathye Woody, Englewood residents and representatives for Friends of Diversity Englewood, addressed Council about making Englewood a Sanctuary City for undocumented workers. d) Sean Crosier was scheduled to address Council regarding a complaint against the Englewood Police Department, but was not present. e) Coween Dickerson, an Englewood resident, addressed Council regarding communication. f) Kathleen Bailey, an Englewood resident, was scheduled to address Council regarding the Allen Water Plant sludge, but was not present. g) Doug Cohn, an Englewood resident, was scheduled to address Council regarding historic preservation, but was not present. 7 Recognition of Unscheduled Public Comment Page 2 of 7 Draft Page 5 of 104 City Council Regular December 19, 2016 a) Brian Brockhausen, an Englewood resident, addressed Council regarding victims of Englewood. b) Susan Walker addressed Council regarding Title 7, residency restrictions for sex offenders. Council responded to Public Comment. 8 Communications, Proclamations, and Appointments There were no Communications, Proclamations, or Appointments. 9 Consent Agenda Items a) Approval of Ordinances on First Reading i) Council Bill 50 - A Bill for an Ordinance to approve an Intergovernmental Agreement amending the previous agreement (Council Bill No. 5, Ordinance No. 7, series of 2016), which amended funding for the River Run Project. Staff: Open Space Manager Dave Lee COUNCIL BILL NO. 50, INTRODUCED BY COUNCIL MEMBER GILLIT A BILL FOR AN ORDINANCE AUTHORIZING AN AMENDMENT TO AGREEMENT REGARDING CONSTRUCTION OF DRAINAGE AND FLOOD CONTROL IMPROVEMENTS FOR SOUTH PLATTE RIVER AT OXFORD AVENUE AGREEMENT NO. 1 l-07.25E BETWEEN THE CITY OF ENGLEWOOD, THE URBAN DRAINAGE AND FLOOD CONTROL DISTRICT, ARAPAHOE COUNTY, THE CITY OF SHERIDAN AND THE SOUTH SUBURBAN PARKS AND RECREATION DISTRICT REGARDING RIVER RUN TRAILHEAD. ii) Council Bill 52 – A Bill for an Ordinance to approve the Correction of the Sewer Easement for the Rite-Aid building. Staff: Utilities Director Tom Brennan COUNCIL BILL NO. 52, INTRODUCED BY COUNCIL MEMBER GILLIT A BILL FOR AN ORDINANCE AUTHORIZING A CORRECTION SEWER EASEMENT WHICH WILL VACATE AN EXISTING SEWER EASEMENT FOR THE CONSTRUCTION OF RITE AID PHARMACY LOCATED AT 707 EAST JEFFERSON A VENUE, Page 3 of 7 Draft Page 6 of 104 City Council Regular December 19, 2016 ENGLEWOOD, COLORADO. b) Approval of Ordinances on Second Reading. i) Council Bill 49 - A Bill for an Ordinance authorizing an Intergovernmental Agreement between Arapahoe County and the City of Englewood which will allow the Police Department to use the Arapahoe County Digital Trunked Radio System (DTRS). Staff: Commander Sam Watson ORDINANCE NO. 50, SERIES OF 2016 (COUNCIL BILL NO. 49, INTRODUCED BY COUNCIL MEMBER GILLIT) AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT WITH THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF ARAPAHOE REGARDING SHARED USE OF ARAPAHOE COUNTY'S RADIO COMMUNICATIONS NETWORK SYSTEM [AND CONSOLIDATED COMMUNICATIONS NETWORK OF COLORADO (CCNC)]. ii) Council Bill 48 - A Bill for an Ordinance authorizing the Englewood Police Department to accept State and Federal funding from the Colorado Department of Transportation for traffic safety enforcement and education projects for calendar years 2017 through 2019. Staff: Commander Sam Watson ORDINANCE NO. 51, SERIES OF 2016 (COUNCIL BILL NO. 48, INTRODUCED BY COUNCIL MEMBER GILLIT) AN ORDINANCE AUTHORIZING INTERGOVERNMENTAL AGREEMENTS FOR THE APPLICATION FOR AND ACCEPTANCE OF COLORADO DEPARTMENT OF TRANSPORTATION GRANTS AWARDED TO THE CITY OF ENGLEWOOD FOR VARIOUS PROJECTS RELATED TO TRAFFIC SAFETY EDUCATION AND ENFORCEMENT DURING CALENDAR YEARS 2017, 2018 AND 2019. Moved by Council Member Rick Gillit Seconded by Council Member Linda Olson To approve Consent Agenda Items 9 (a) (i) & (ii), 9 (b) (i) & (ii). For Against Amy Martinez x Joe Jefferson x Page 4 of 7 Draft Page 7 of 104 City Council Regular December 19, 2016 Linda Olson (Seconded By) x Laurett Barrentine x Rita Russell x Rick Gillit (Moved By) x 6 0 Motion CARRIED. c) Resolutions and Motions There were no additional Resolutions or Motions (See Agenda Items 11 (c) (i) & (ii).) 10 Public Hearing Items No public hearing was scheduled before Council. 11 Ordinances, Resolutions and Motions a) Approval of Ordinances on First Reading There were no additional Ordinances on First Reading. (See Agenda Items 9 (a) (i) & (ii).) b) Approval of Ordinances on Second Reading i) Council Bill 51 – A Bill for an Ordinance authorizing Supplemental Mill Levy for 2017 General Obligation Bonds. Staff: Director of Finance and Administrative Services Kathleen Rinkel Moved by Council Member Rick Gillit Seconded by Council Member Linda Olson ORDINANCE NO. 52, SERIES OF 2016 (COUNCIL BILL NO. 51, INTRODUCED BY COUNCIL MEMBER GILLIT) AN ORDINANCE ESTABLISHING THE 2016 GENERAL OBLIGATION BOND MILL LEVY COLLECTED IN 2017 FOR THE CONSTRUCTION OF A NEW ENGLEWOOD POLICE DEPARTMENT HEADQUARTERS BUILDING. For Against Amy Martinez x Joe Jefferson x Page 5 of 7 Draft Page 8 of 104 City Council Regular December 19, 2016 Linda Olson (Seconded By) x Laurett Barrentine x Rita Russell x Rick Gillit (Moved By) x 6 0 Motion CARRIED. c) Resolutions and Motions i) Staff recommends Council approve, by motion, a professional services contract for project design and construction management with OV Consulting. Staff: Planner II John Voboril. Moved by Council Member Rick Gillit Seconded by Council Member Linda Olson For Against Amy Martinez x Joe Jefferson x Linda Olson (Seconded By) x Laurett Barrentine x Rita Russell x Rick Gillit (Moved By) x 6 0 Motion CARRIED. ii) Staff recommends Council approve, by motion, the Agreement for Underwriting Services to be provided by Stifel. Staff: Finance and Administrative Services Director Kathleen Rinkel Moved by Council Member Rick Gillit Seconded by Council Member Linda Olson For Against Amy Martinez x Joe Jefferson x Linda Olson (Seconded By) x Page 6 of 7 Draft Page 9 of 104 City Council Regular December 19, 2016 Laurett Barrentine x Rita Russell x Rick Gillit (Moved By) x 6 0 Motion CARRIED. 12 General Discussion a) Mayor's Choice b) Council Members' Choice 13 City Manager’s Report 14 City Attorney’s Report Acting City Attorney Comer did not have any matters to bring before Council. 15 Adjournment MAYOR JEFFERSON MOVED TO ADJOURN. The meeting adjourned at 8:57 p.m. City Clerk Page 7 of 7 Draft Page 10 of 104 COUNCIL COMMUNICATION Meeting Date: Agenda Item: Subject: Amendment To January 3, 2017 9bi Agreement With Urban Drainage and Flood Control No.11-07.25E Initiated By: Staff Source: Department of Parks, Recreation and Dave Lee, Open Space Manager Library PREVIOUS COUNCIL ACTION • Council Bill No. 5, Ordinance No. 7, Series of 2016 authorizing an amendment to an agreement regarding construction of drainage and flood control improvements for the South Platte River at Oxford Avenue Agreement No. 11-07.25D between the City of Englewood, Urban Drainage and Flood Control District, Arapahoe County, City of Sheridan and the South Suburban Parks and Recreation District regarding River Run Trailhead. • Council Bill No. 48, Ordinance No. 43, Series of 2015, authorizing an amendment to the Intergovernmental Agreement regarding the construction of drainage and flood control improvements for South Platte River at Oxford Avenue between the Urban Drainage and Flood Control District, the Colorado Water Conservation Board and Arapahoe County by adding the City of Englewood, the City of Sheridan and the South Suburban Parks and Recreation District as participants. • Resolution No. 87, Series of 2015, authorizing The City's Arapahoe County Open Space grant application for the construction of the River Run Trailhead Phase II. • Council Bill No. 25, Ordinance No. 27, series of 2015, authorizing an intergovernmental agreement with Arapahoe County for the acceptance and use of Open Space grant funding in the amount of $300,000 for the construction of the River Run Trail head Phase I. • Resolution No. 6, Series of 2015, authorizing The City's Arapahoe County Open Space grant application for the construction of the River Run Trailhead Phase I. • Council Bill No. 56, Ordinance No. 50, series of 2014, authorizing an Intergovernmental Agreement regarding the construction of drainage and flood control improvements for South Platte River at Oxford Avenue between the Urban Drainage and Flood Control District, the Colorado Water Conservation Board and Arapahoe County by adding the City of Englewood, the City of Sheridan and the South Suburban Parks and Recreation District as participants. • Resolution No. 38, Series of 2014, authorizing $100,000 funding for River Run Project support from Arapahoe County Open Space Fund. • Council Bill No. 41, Ordinance No. 38, Series of 2011, authorizing an Intergovernmental Agreement accepting the 2010 Riverside Park Planning grant between Arapahoe County and the City of Englewood, Colorado. • Resolution No. 89 Series of 2010, in support of the City's Arapahoe County Open Space (ACOS) grant application for the Riverside Park Planning grant. Page 11 of 104 RECOMMENDED ACTION Staff recommends City Council adopt a bill for an ordinance to approve an Intergovernmental Agreement amending the previous agreement (Council Bill No. 5, Ordinance No. 7, series of 2016), which amended funding for the River Run Project. BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED The South Platte Working Group is a consortium of interested parties whose goal is to make improvements along the South Platte River. The intent is to provide better accessibility to the river for recreational use. South Platte Working Group members include; City of Englewood, City of Sheridan, City of Littleton, Arapahoe County, South Suburban Parks and Recreation District, the Colorado Water Conservation Board, Urban Drainage and Flood Control District, the Army Corp of Engineers and other interested parties. The primary focus area for the City of Englewood has been the area between Union Avenue and Oxford Avenue known as "River Run Project". Key projects in the area include a passive walking/biking trail on the east side of the river, new kayak chutes in the river at Oxford Avenue, channelization of the river for faster water flow, improvements for fishing and recreation access and the development of the River Run Trail head (northeast corner of Oxford Avenue and the South Platte River) at Broken Tee Golf Course. This agreement formalizes the next phase of funding in the amount of $11,097,000 for the South Platte River Project from Urban Drainage, Arapahoe County, Englewood, Sheridan and South Suburban Park District. This phase will construct additional river improvements, an east side trail from Union to Oxford Avenues and additional access to the river. FINANCIAL IMPACT There is no financial impact to the City of Englewood for this amendment to the agreement. Englewood previously contributed 15.09% as a percentage share toward the project or $1,675,000.00. There are no additional funding contributions anticipated as evidenced in the tables below from the Amendment to the Agreement. ITEM AS AMENDED PREVIOUSLY AMENDED I. Final Design $1,470,000 $1,470,000 2. Construction 9,627,000 6,742,000 3. Contingency -0--0- Grand Total $11,097,000 $8,212,000 Page 12 of 104 Percentage Previously Additional Maximum Share Contributed Contribution Contribution DISTRICT 21.15% $2,347,000 $ -0-$2,347,000 CWCB 1.34% $ 149,000 $ -0-$ 149,000 COUNTY 36.87% $2,891,000 $1,200,000 $4,091,000 SHERIDAN 11.26% $ 900,000 $ 350,000 $1,250,000 ENGLEWOOD 15.09% $1,675,000 $ -0-$1,675,000 SSPR 14.29% $ 250,000 $ 1,335,000 $ 1,585,000 TOTAL 100.00% $8,212,000 $2,885,000 $11,097,000 LIST OF ATTACHMENTS Ordinance Page 13 of 104 ORDINANCE NO. SERIES OF 2016/2017 BY AUTHORITY COUNCIL BILL NO. 50 INTRODUCED BY COUNCIL MEMBER GJLLIT AN ORDINANCE AUTHORIZING AN AMENDMENT TO AGREEMENT REGARDING CONSTRUCTION OF DRAINAGE AND FLOOD CONTROL IMPROVEMENTS FOR SOUTH PLATTE RIVER AT OXFORD AVENUE AGREEMENT NO. l l-07.25E BETWEEN THE CITY OF ENGLEWOOD, THE URBAN DRAINAGE AND FLOOD CONTROL DISTRICT, ARAPAHOE COUNTY, THE CITY OF SHERIDAN AND THE SOUTH SUBURBAN PARKS AND RECREATION DISTRICT REGARDING RIVER RUN TRAILHEAD. WHEREAS, the purpose of this Agreement is the construction of drainage and flood control improvements for the South Platter River at Oxford Avenue ("Project"); and WHEREAS, the implementation Agreement and this Amendment defines the financial commitments and responsibilities of the parties regarding maintenance of the project; and WHEREAS, the "Principles of Cooperation" Agreement outlines the implementation strategy for the South Platte River at Oxford Avenue improvement project with the goal of promoting a healthy river in an attractive setting which creates a quality recreational experience; and WHEREAS, in 2011 the Urban Drainage and Flood Control District and the Colorado Water Conservation Board entered into an intergovernmental agreement entitled " Agreement Regarding Construction of Drainage and Flood Control Improvements for South Platte River at Oxford Avenue" (Agreement NO. 11-07.25); and WHEREAS, the Urban Drainage and Flood Control District, the Colorado Water Conservation Board and Arapahoe County entered into "Amendment to Agreement Regarding Construction of Drainage and Flood Control Improvements for South Platte River at Oxford Avenue-Agreement No. l l-07.25B" which added the City of Englewood, the City of Sheridan and the South Suburban Parks and Recreation District as participants by the passage of Ordinance No. 50, Series of2014; and WHEREAS, the Urban Drainage and Flood Control District, the Colorado Water Conservation Board and Arapahoe County entered into "Agreement Regarding Construction of Drainage and Flood Control Improvements for South Platte River at Oxford Avenue" (Agreement No. 11 07.25C) in 2015; and WHEREAS, the Englewood City Council authorized an amendment to the Intergovernmental Agreement regarding the construction of drainage and flood control improvements for South Platte River at Oxford Avenue between the Urban Drainage and Flood Control District, the Colorado Water Conservation Board and Arapahoe County by adding the City of Englewood, the City of Sheridan and the South Suburban Parks and Recreation District as participants and added 1 Page 14 of 104 additional funding for final design to increase the level of funding by $3,020,000, by the passage of Ordinance No. 43, Series of2015; and WHEREAS, the Englewood City Council authorized an amendment to an Intergovernmental Agreement entitled "Amendment to Agreement Regarding Construction of Drainage and Flood Control Improvements For South Platte River At Oxford Avenue -Agreement No. l l-07.25D" between the City of Englewood, Urban Drainage and Flood Control District, Arapahoe County, City of Sheridan and the South Suburban Parks and Recreation District regarding River Run Trailhead, by the passage of Ordinance No. 7, Series of 20 I 6; and WHEREAS, the County Commissioners, the City of Sheridan and the City of Englewood, the Board of Directors of South Suburban Parks and Recreation District and the Urban Drainage and Flood Control District have authorized, by appropriation or resolution, all of Project costs of the respective Parties and establishing funding for the River Run Project; and WHEREAS, the passage of this proposed ordinance approves an Intergovernmental Agreement entitled "Amendment to Agreement Regarding Construction of Drainage and Flood Control Improvements for South Platte River at Oxford Avenue-Agreement No. l l-07.25E" amending funding for the River Run Project. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Section I. The City Council of the City of Englewood, Colorado hereby authorizes "Amendment To Agreement Regarding Construction of Drainage And Flood Control Improvements For South Platte River At Oxford Avenue" Agreement No. l l-07.25E, between Urban Drainage and Flood Control District, Arapahoe County, City of Englewood, City of Sheridan and South Suburban Parks and Recreation District regarding construction of drainage and flood control improvements for the South Platte River at Oxford Avenue, attached hereto as Exhibit A. Section 2. The Mayor and City Clerk are hereby authorized to sign and attest, the "Amendment to Agreement Regarding Construction of Drainage and Flood Control Improvements for South Platte River at Oxford Avenue" Agreement No. l l-07.25E, for and on behalf of the City Council of the City of Englewood, Colorado. Section 3. There are no federal funds being used by Englewood on this Project. Englewood funds are from Open Space and Shareback funds. Introduced, read in full, and passed on first reading on the 19th day of December, 2016. Published by Title as a Bill for an Ordinance in the City's official newspaper on the 22nd day of December, 2016. 2 Page 15 of 104 Published as a Bill for an Ordinance on the City's official website beginning on the 21st day of December, 2016 for thirty (30) days. Read by title and passed on final reading on the 3'd day of January 2017. Published by title in the City's official newspaper as Ordinance No._, Series of 2016/2017, on the 5th day of January, 2017. Published by title on the City's official website beginning on the 4th day of January, 2017 for thirty (30) days. Joe Jefferson, Mayor ATTEST: Stephanie Carlile, Acting City Clerk I, Stephanie Carlile, Acting City Clerk of the City of Englewood, Colorado, hereby ce1tify that the above and foregoing is a true copy of the Ordinance passed on final reading and published by title as Ordinance No._, Series of2016/2017. Stephanie Carlile 3 Page 16 of 104 AMENDMENT TO AGREEMENT REGARDING CONSTRUCTION OF DRAINAGE AND FLOOD CONTROL IMPROVEMENTS FOR SOUTH PLATTE RIVER AT OXFORD AVENUE Agreement No. 11-07 .25E THIS AGREEMENT, made this _____ day of _______ __, 2016, by and between URBAN DRAINAGE AND FLOOD CONTROL DISTRICT (hereinafter called "DISTRICT"), ARAPAHOE COUNTY (hereinafter called "COUNTY"), CITY OF ENGLEWOOD (hereinafter called "ENGLEWOOD"), CITY OF SHERIDAN (hereinafter called "SHERIDAN"), SOUTH SUBURBAN PARKS AND RECREATION DISTRICT (hereinafter called "SSPR"), and collectively known as "PARTIES"; WITNESS ETH: WHEREAS, DISTRICT and COLORADO WATER CONSERVATION BOARD (hereinafter called "CWCB") have entered into "Agreement Regarding Construction of Drainage and Flood Control Improvements for South Platte River at Oxford Avenue" (Agreement No. 11-07.25) dated December 8, 201l;and WHEREAS, DISTRICT, CWCB and COUNTY have entered into "Agreement Regarding Construction of Drainage and Flood Control Improvements for South Platte River at Oxford Avenue" (Agreement No. l 1-07.25A) dated April 17, 2014, and WHEREAS, DISTRICT, CWCB, COUNTY, ENGLEWOOD, SHERIDAN, and SSPR have entered into "Agreement Regarding Construction of Drainage and Flood Control Improvements for South Platte River at Oxford Avenue" (Agreement No. l l-07.25C) dated December 3, 2015; and WHEREAS, CWCB's contribution for design have been fulfilled and will no longer will be party to the Agreement; and WHEREAS, PARTIES now desire to add additional funding for construction of Phase II East Bank Trail Improvements and bring in grant reimbursement money from Phase I; and WHEREAS, PARTIES desire to increase the level of funding by $2,885,000; and WHEREAS, the County Commissioners of COUNTY, the City Council of SHERIDAN and ENGLEWOOD the Board of Directors of SSPR and DISTRICT have authorized, by appropriation or resolution, all of PROJECT costs of the respective PARTIES. NOW, THEREFORE, in consideration of the mutual promises contained herein, PARTIES hereto agree as follows: l. Paragraph 4. PROJECT COSTS AND ALLOCATION OF COSTS is deleted and replaced as follows: 4. PROJECT COSTS AND ALLOCATION OF COSTS A. ·p AR TIES agree that for the purposes of this Agreement PROJECT costs shall consist of and be limited to the following: I. Final design \dcm\agrmntll l\l 10725E I ~ 'i' B + A Page 17 of 104 2. Construction of improvements; 3. Contingencies mutually agreeable to PARTIES. B. It is understood that PROJECT costs as defined above are not to exceed $11,097,000 without amendment to this Agreement. C. PROJECT costs for the various elements of the effort are estimated as follows: ITEM AS AMENDED PREVIOUSLY AMENDED I. Final Design $1,470,000 $1,470,000 2. Construction 9,627,000 6,742,000 3. Contingency -0--0- Grand Total $11,097,000 $8,212,000 This breakdown of costs is for estimating purposes only. Costs may vary between the various elements of the effmt without amendment to this Agreement provided the total expenditures do not exceed the maximum contribution by all PARTIES plus accrued interest. Based on total PROJECT costs, the maximum percent and dollar contribution by each paity shall be: Percentage Previously Additional Maximum Share Contributed Contribution Contribution DISTRICT 21.15% $2,347,000 $ -0-$2,347,000 CWCB 1.34% $ 149,000 $ -0-$ 149,000 COUNTY 36.87% $2,891,000 $1,200,000 $4,091,000 SHERIDAN 11.26% $ 900,000 $ 350,000 $1,250,000 ENGLEWOOD 15.09% $1,675,000 $ -0-$1,675,000 SSPR 14.29% $ 250,000 $ 1,335,000 $ 1,585,000 TOTAL 100.00% $8,212,000 $2,885,000 $11,097,000 The City of Englewood contribution to the project is $130,000 directly contracted with CONSUL TANT to design the Broken Tee Trailhead located on the northeast corner of Oxford Avenue and the South Platte River. 2. Paragraph 5. MANAGEMENT OF FINANCES is deleted and replaced as follows: 5. MANAGEMENT OF FINANCES As set forth in DISTRICT policy (Resolution No. 11, Series of 1973, Resolution No. 49, Series of 1977, and Resolution No. 37, Series of2009), the funding of a local body's one- half share may come from its own revenue sources or from funds received from state, federal or other sources of funding without limitation and without prior Board approval. \dcmlagmmtll l\110725E 2 Page 18 of 104 Payment of each party's full share (CWCB -$149,000, COUNTY -$4,091,000, SHERJDAN -$1,250,000, ENGLEWOOD -$1,675,000; SSPR-$1,585,000; DISTRJCT -$2,347,000) shall be made to DISTRJCT subsequent to execution of this Agreement and within 30 days ofrequest for payment by DISTRJCT. The payments by PARTIES shall be held by DISTRJCT in a special fund to pay for increments of PROJECT as authorized by PARTIES, and as defined herein. DISTRJCT shall provide a periodic accounting of PROJECT funds as well as a periodic notification to COUNTY of any unpaid obligations. Any interest earned by the monies contributed by PARTIES shall be accrued to the special fund established by DISTRJCT for PROJECT and such interest shall be used only for PROJECT upon approval by the contracting officers (Paragraph 13). Within one year of completion of PROJECT ifthere are monies including interest earned remaining which are not committed, obligated, or disbursed, each party shall receive a share of such monies, which shares shall be computed as were the original shares. 3. All other terms and conditions of Agreement No. 11-07.25 shall remain in full force and effect. WHEREFORE, PARTIES hereto have caused this instrument to be executed by properly authorized signatories as of the date and year first above written. (SEAL) ATTEST: \dcmlagnnntll lll l0725E 3 URBAN DRAINAGE AND FLOOD CONTROL DISTRICT By _____________ _ Title Executive Director Date. ____________ _ Page 19 of 104 For the Board of County Commissioners ARAPAHOE COUNTY By: _________________ _ Authorization pursuant to Resolution 150211 Title: Director, Open Space and Intergovemental Relations Date:, _________________ _ (SEAL) ATTEST: \dcmlagnnnt\11\110725E 4 Page 20 of 104 CITY OF SHERIDAN (SEAL) ATTEST: \dcm\agnnnt\l Ill 10725E By ____________ _ Title, ___________ _ Date ___________ _ 5 Page 21 of 104 (SEAL) ATTEST: CITY OF ENGLEWOOD By ___________ _ Joe Jefferson, Mayor Date ___________ _ Stephanie Carlile, Acting City Clerk \dcm\agnnnt\11\11072SE 6 Page 22 of 104 (SEAL) ATTEST: ldcmlagrnmtll l\110725E 7 SOUTH SUBURBAN PARKS AND RECREATION DISTRICT By ___________ _ Title. ___________ _ Date. ___________ _ Page 23 of 104 COUNCIL COMMUNICATION Meeting Date: Agenda Item: Subject: January 3, 2017 9bii Rite-Aid -707 E. Jefferson Ave., Amended -Vacation of Existing Sewer Easement and Grant of Sewer Easement Initiated By: Staff Source: Utilities Department Tom Brennan, Director of Utilities PREVIOUS COUNCIL ACTION Council approval of the original Vacation of Sewer Easement, Grant of Sewer Easement Agreement and Grant of Temporary Construction Easement to KRF-965 LLC. RECOMMENDED ACTION The Utilities staff recommends Council approval of the Correction of the Sewer Easement for the Rite-Aid building. BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED KRF 965 LLC purchased the former Bally's property located at 285 and Clarkson St. They are proposing to build a Rite-Aid store and reconfiguring the property for the most advantageous use of the site. KRF 965 submitted a request to exchange the existing 20' wide Sewer Easement and will be establishing a new 20' wide Sewer Easement. The Englewood Water Board, at their November 8, 2016 meeting, approved the Correction of the Sewer Easement Agreement to KRF 965 LLC. Council approved the original Vacation of Easement, Grant of Easement and Grant of Temporary Construction License at their March 14, 2016 meeting. It was later discovered that the 20' easement must be shifted 1.2' to the south to prevent it from being in the building's foundation. FINANCIAL IMPACT Correction of the existing sewer easement will be done at the sole expense and liability of the licensee, KRF 965 LLC. LIST OF ATIACHMENTS Bill for Ordinance Correction Sewer Easement Page 24 of 104 Q ENGLEWOOD WATER & SEWER BOARD Regular Meeting November 8, 2016 1. CALL TO ORDER The regular meeting of the Englewood Water and Sewer Board was called to order at 5:00 p.m. on Tuesday, November 8, 2016 at 1000 Englewood Parkway, Englewood, CO 80110 by Chairman Clyde Wiggins. ~ 2. ROLL CALL Members present: Members absent: Also present: ~ . . 3. MINUTES Burns, Jefferson, Wiggins, Oakley, Roth, Habenicht, Gillit, Yates, Moore None Tom Brennan, Director of Utilities The Board received a copy of the July 12, 2016 Water Board Minutes. Motion: To approve the July 12, 2016 Water and Sewer Board Minutes. Moved: Burns Seconded: Roth Ayes: Motion carried. ~ 4. PUBLIC FORUM None. Page 25 of 104 e 5. NEW BUSINESS a, 2100 W. LITTLETON BLVD. -CITY DITCH -PUBLIC SE.RVICE ELECTRICAL CONDUIT Public Service Company has requested a Grant of Temporary Construction Easement and a City Ditch Crossing License Agreement to install a buried electrical line encased in a conduit for The Grove at Littleton. It is located on the southeast corner of W. Littleton Blvd. and S. Bemis St. Englewood's City Ditch right-of-way runs through a portion of the property, requiring license agreements for crossing the City Ditch with a buried electrical line. The electrical conduit will be buried 30" deep and run to a transformer located next to the building. Motion: Moved: To recommend Council approval of the City Ditch Grant ofTemporary Construction Easement and a City Ditch Crossing Agreement for the Public Service Company of Colorado for an electrical conduit at 2100 W. Littleton Blvd. Habenicht Seconded: Gillit Ayes: All Motion carried. ·~ b. RITE-AID VACATION OF EXISTING SEWER EASEMENT AND GRANT OF SEWER EASEMENT. KRF965 LLC purchased the former Baily's property located at 285 and Clarkson St. A Rite-Aid store is being built and the existing 20' wide sewer easement was reconfigured for the most advantageous use of the site. Council approved the original Exchange of ROW, Grant of ROW and Grant of Temporary Construction License at their March 14, 2016 meeting. It was later discovered that the 20' easement must be shifted 1.2' to the south to prevent it from being in the building's foundation. Documents will be forthcoming and will be forwarded to Council, once finalized and approved by the City Attorney's office. Motion: Moved: To recommend Council approval of the Vacation of Sewer Easement, Grant of Sewer Easement Agreement and Grant ofTemporary Construction Easement to KRF-965 LLC for the Rite-Aid store located at 285 and S. Clarkson St. Gillit Seconded: Burns Ayes: All Motion carried. Page 26 of 104 [@ c. ALLEN PLANT ALULM RESIDUALS RISK ASSESSMENT City Council requested a study be performed to access the potential risk of harm to plant workers and adjacent neighbors from exposure to Technologically Enhanced Naturally Occurring Radioactive Materials (TENO RM) in the water treatment residuals generated at the plant, and to evaluate the Allen Water Treatment Plant's residuals management practices, from generation through processing, storage and disposal. Integral's proposal brings together a team of scientist and engineers from three companies, Integral Consulting Inc., Dewberry Engineers Inc., and Two Lines Inc. to perform a health risk assessment, an evaluation of radionuclide health effects and an evaluation of the current treatment process and alternative treatment processes. Integral Consulting's proposal for its services is $111,675.00. Wayne Oakley commented that he supports the study and likes that the processes are being addressed. Don Roth believes that Integral Consulting will be a good team and he was impressed with the Allen Water Filter Plant informational video. Steve Yates discussed how the video can be used for recruiting. Motion: Moved: Recommend Council approval of the proposal from Integral Consulting, Inc. for RFP-16-020, Risk Assessment for Allen Water Filter Treatment Plant Water Treatment Residuals and Technologically Enhanced Naturally Occurring Radioactive Materials (TENOR Ms) Management in the amount of $111,675.00. Burns Seconded: Roth Ayes: All Motion carried. [@ 6. STAFF'S CHOICE a. MEMO DATED OCTOBER 31, 2016 FROM COLORADO WATER TRUST. The Board received a memo thanking Englewood for their participation in the Colorado Water Trust's Flowing Waters Partnership. Page 27 of 104 7. ADJOURNMENT. The meeting adjourned at 5:23 p.m. The next Water and Sewer Board meeting will be Tuesday, January 10, 2016 at 5:00 p.m. in the Community Development Conference Room. Sincerely, Cathy Burrage Recording Secretary Englewood Water and Sewer Board Page 28 of 104 ' WATER AND SEWER BOARD PHONE VOTE November 10, 2016 A phone vote was conducted for the members ofthe Englewood Water and Sewer Board for the November 8, 2016 Water Board meeting. 1, 1 MINUTES OF THE MAY, 2016 WATER & SEWER BOARD MEETING. Motion: ! Moved: Ayes: Members not reached: Nays:, I Motion carried. To approve the May 8, 2016 Water and Sewer Board Minutes. Habenicht Seconded: Roth Moore, Habenicht, Oakley, Gillit, Jefferson, Wiggins, Roth Yates None The next meeting will be held January 10, 2016 at 5:00 p.m. in the Community Development Conference Room. Respectfully submitted, Cathy Burrage Recording Secretary Englewood Water & Sewer Board Page 29 of 104 ORDINANCE NO. SERIES OF 2016/2017 BY AUTHORITY COUNCIL BILL NO. 52 INTRODUCED BY COUNCIL MEMBER GILLIT AN ORDINANCE AUTHORIZING A CORRECTION SEWER EASEMENT WHICH WILL VACATE AN EXISTING SEWER EASEMENT FOR THE CONSTRUCTION OF RITE AID PHARMACY LOCATED AT 707 EAST JEFFERSON AVENUE, ENGLEWOOD, COLORADO. WHEREAS, KRF 965 LLC PURCHASED THE FORMER Baily's property located at Highway 285 and South Clarkson Street to construct a Rite-Aid Pharmacy at the location; and WHEREAS, a Sewer Easement was granted and recorded with the Arapahoe County Clerk and Recorder on April 27, 2016; and WHEREAS, in reconfiguring the property for the most advantageous use of the site it was discovered that the 20 foot Sewer Easement that was granted must be shifted 1.2 foot to the South to prevent the Sewer Easement from being in the building's foundation; and WHEREAS, KRF 965 LLC requested that the former Sewer Easement be vacated and replaced with a Correction Sewer Easement which will shift the Rite Aid Sewer Easement 1.2 foot to the South and not be in the building's foundation; and WHEREAS, the vacation of the former Sewer Easement and the construction of the corrected Sewer Easement will be at the sole expense and liability of the Licensee, KRF 965 LLC; and WHEREAS, the Englewood Water and Sewer Board recommended the vacation of the former Sewer Easement and approval of the Correction Sewer Easement in order for KRF 965 LLC. to shift the Rite Aid Sewer Easement 1.2 foot to the South and be in the building's foundation, at their November 8, 20 I 6, meeting. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Section 1. The City Council of the City of Englewood Colorado hereby authorizes the "Correction Sewer Easement", attached hereto as Attachment I, and the vacation of the previously granted Sewer Easement for KRF 965 LLC. to construct a Rite Aid Pharmacy located at 707 East Jefferson Avenue, Englewood, Colorado. Section 2. The Mayor and City Clerk are authorized to execute and attest said Correction Sewer Easement for and on behalf of the City of Englewood. 1 Page 30 of 104 Introduced, read in full, and passed on first reading on the 19th day of December, 2016. Published by Title as a Bill for an Ordinance in the City's official newspaper on the 22nd day of December, 2016. Published as a Bill for an Ordinance on the City's official website beginning on the 21 st day of December, 2016 for thirty (30) days. Read by title and passed on final reading on the 3'd day of January 2017. Published by title in the City's official newspaper as Ordinance No._, Series of 2016/2017, on the 5th day of January, 2017. Published by title on the City's official website beginning on the 4th day of January, 2017 for thirty (30) days. Joe Jefferson, Mayor ATTEST: Stephanie Carlile, Acting City Clerk I, Stephanie Carlile, Acting 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 of2016/2017. Stephanie Carlile 2 Page 31 of 104 CORRECTION SEWER EASEMENT THIS CORRECTION SEWER EASEMENT is made on __ ·-···· .......•.... ····--····' 2016, will vacate the previous Sewer Easement recorded in Arapahoe County Clerk and Recorder on April 27, 2016, Reception # D6043314, Book 483, Pages 38 and 39, and establish a new 20' wide sewer Easement, between the CITY OF ENGLEWOOD, COLORADO, a municipal corporation of the State of Colorado herein after referred to as Grant or whose address is I 000 Englewood Parkway, i,nglewood, Colorado SO 110 and KRF 965, LLC, a corporation of the State of Colorado, herein referred to as Grantee, whose address is 1509 York Street #20 I, Denver, CO 80206. WHEREAS, KRF 965 LLC purchased the former Baily's property located at 285 and Clarkson Street to build a Rite-Aid store and arc reconfiguring the property for the most advantageous use ~fthe site; and WHEREAS, a Sewer Easement was grnnted and recorded with the Arapahoe County Clerk and Recorder by the City of Englewood; however it was later discovered that the 20' casement must be shifted 1.2' to the South to prevent it from being in the Rite Aid building's foundation; and WHEREAS, KRF 965, LLC is requesting that the former Sewer Easement be vacated and replaced with this Correction Sewer Easement. The Parties covenant and agree as follows: I. Easement Propertv, The "Easement Property" shall mean the real property located in the City of Englewood, County of Arapahoe, State of Colorado, more particularly described in attached hereto and incorporated herein as Exhibit "A"· "Sewer Easement which consists of 2 Pages. Said parcel contains 2,498 square feet, or 0.0573 Acres more or less. Also known by the street address of: 707 Ens! Jefferson Avenue Englewood, CO 80113 2. Consideration. As consideration for this Grant, Grantee shall pay to Grantor the sum of Ten Dollars ($10.00) and other good and valuable consideration paid by Grantee, receipt of\\hich is hereby acknowledged by Granter. 3. Grant of Easement. Grantor hereby grants to City, its successors and assigns, a perpetual easement over, under, across and through the Easement Property for the purpose of constructing, operating, maintaining, repairing, replacing, removing and enlarging those structures or improvements of City that City finds necessary or desirable for a sewer line including related equipment. 4. Access. City shall have the perpetual, nonexclusive right to ingress and egress in, to, over, through and across the Easement Property for any purpose necessary or desirable for the full enjoyment of the rights granted to City under this Grant. A T T A C H M E N T l Page 32 of 104 5. 6. 7. 8. 9. Restoration. Grantee City agrees that after the construction, maintenance, repair, replacement, or enlargement of any of the lines and appurtenances, Grantee shall restore the surface of the Easement Property as nearly as reasonably possible to the grade and condition it was in immediately prior to said construction, maintenance, repair, replacement, or enlargement, except as may be necessary to accommodate the lines and appurtenances. No improvements. Granter covenants and agrees not to construct, erect, place or plan any "improvements," as hereinafter defined, on the Easement Property without obtaining the prior written consent of Grantee. "Improvements" shall mean any structure or building. Grantee shall have the right to remove, without any liability to Granter, any improvements constructed, erected, placed or planted on the Easement Property without Grantee's having obtained the prior written consent of Granter. Rights of Granter. Granter reserves the full right to the undisturbed ownership, use and occupancy of the Easement Property insofar as said ownership, use, and occupancy is consistent with and does not impair the rights granted to Grantee in this Grant. Warranty of Title. Granter warrants and represents that Granter that it is the fee simple owner of the Easement Property and that Granter has full right, title and authority, and that this Grant is effective to grant and convey to Grantee the easements for waterlines and fire hydrants. Granter further covenants and agrees to indemnify, defend and hold Grantee harmless from and against any adverse claim to the title of the Easement Property by all and every person or persons lawfully claiming or to claim the whole or any part thereof. Binding Effect. This Grant shall extend to and be binding upon the heirs, personal representatives, successors and assignees of the respective parties hereto. The terms, covenants, agreements and conditions in this Grant shall be construed as covenants running with the land. IN WITNESS WHEREOF, the parties hereto have executed this Corrected Sewer Easement the day and year first above written. GRANTOR: CITY OF ENGLEWOOD By: ____ ~------- Joe Jefferson, Mayor ATTEST: Stephanie Carlile, Acting City Clerk -2- Page 33 of 104 STATE OF COLORADO ) ) ss. COUNTY OF _:I) ~.',,':~£ ) GRANTEE: KRF965, LLC KATHERINE L BETTIS NOTARY PUBLIC St ATE OF COLORADO NOTARY ID# 20164022330 MY COMMISSION EXPIRES JUNE 10, 2020· The foregoing instrument was acknowledged before me this. 1 ,_;-day orJ)s ,:Aw. b-yZ, 2016 by Jimmy Balafas as Chief Executive Officer of KRF 965, LLC. My Commission expires: _:J::\.\_io...~u.:L 7..» z.,__u_ .3. Page 34 of 104 EXHIBIT "A" SEWER EASEMENT LEGAL DESCRIPTION FOR SEWER EASEMENT: A PARCEL OF LAND LOCATED IN THE NORTHEAST¼ OF SECTION 3, TOWNSHIP 5 SOUTH, RANGE 68 WEST OF THE 6TH P.M., BEING A PORTION OF LOT 2, BLOCK 1, JEFFCLARK SUBDIVISION, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT THAT IS 81.45 FEET NORTH OF THE SOUTHWEST CORNER OF SAID LOT 2 WHENCE THE NORTHEAST CORNER OF SAID SECTION 3 BEARS N27'21'44"E, 646.39 FEET; THENCE S89"45'53"E, 124.87 FEET TO THE WEST LINE OF THE VACATED ALLEY AS DESCRIBED IN BOOK 1753 AT PAGE 486 OF THE ARAPAHOE COUNTY RECORDS; THENCE soo·12·11"w ALONG SAID WEST LINE OF VACATED ALLEY, 20.00 FEET; THENCE DEPARTING FROM SAID WEST LINE OF VACATED ALLEY N89"45'53"W, 124.88 FEET TO A POINT ON THE WEST LINE OF SAID LOT 2 SAID POINT ALSO BEING ON THE EAST RIGHT-OF-WAY LINE OF SOUTH WASHINGTON STREET; THENCE N00"14'07"E ALONG SAID WEST LINE OF SAID LOT 2, 20.00 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL CONTAINS 2,498 SQUARE. FEET OR 0.0573 ACRES MORE OR LESS. BASIS OF BEARINGS: AN ASSUMED BEARING OF S00"13'03"W BEING THE EAST LINE OF THE NORTHEAST ¼ NORTHEAST ¼ OF SECTION 3, TOWNSHIP 5 SOUTH, RANGE 68 WEST OF THE 6TH P.M. BETWEEN TWO FOUND MONUMENTS; ONE BEING A 1.5" DIAMETER STEEL AXLE AT THE NORTHEAST CORNER OF SAID SECTION AND THE OTHER BEING A 2" DIAMETER ALUMINUMCAP STAMPED LS #27011 IN A RANGE BOX AT THE SOUTHEAST CORNER OF THE NORTHEAST¼ NORTHEAST¼. DAMIEN CAIN PLS 38284 FOR AND ON BEHALF OF 39 NORTH ENGINEERING AND SURVEYING LLC 4495 HALE PARKWAY SUITE 305 DENVER, CO BD220 PREPARED BY: 39 NORTH ENGINEERING AND SURVEYING LLC 4495 HALE PARKWAY SUITE 305 DENVER, CO 8022D PH: 303-325-5071 EMAIL: damien.cain@39north.net SHEET 1 OF 2 Page 35 of 104 I I EXHIBIT "A" SEWER EASEMENT POINT OF BEGINNING WEST LINE OF NORTHEAST CORNER SEC. 3, T5S, R68W FOUND 1.5" AXLE IN RANGE BOX LOT 2, BLOCK 1 JEFFCLARK SUBDIVISION LOT 2• BLOCK 1 VACATED ALLEY H i •. JEFFCLARK SUB. SWR. & UTIL. ESMT. l 61.45 BK 1753 PG 486 SW CORNER .. WEST LINE OF VACATED ALLEY / / OF LOT 2, BLOCK 1 v'· JEFFCLARK SUB. ~ . 0 ~ -----···-···· . ----· EAST JEFFERSON AVENUE (HAMPDEN AVENUE BYPASS) 60 ------30 SCALE; 1 "=30' SHEET 2 OF 2 Page 36 of 104 Date January 3, 2017 INITIATED BY COUNCIL COMMUNICATION Agenda Item Subject Designation of Bulletin Board 9ci on the north side of the second floor of Englewood Civic Center as the Official Posting Place for all Legal Notices of the City of Enolewood for 2017. STAFF SOURCE Department of Finance and Administrative Services, City Clerk's Office Stephanie Carlile, Acting City Clerk COUNCIL GOAL AND PREVIOUS COUNCIL ACTION On January 4, 2016 City Council designated the bulletin board on the north side of the second floor of Englewood Civic Center as the Official Posting Place for all Legal Notices of the City of Englewood for 2016. RECOMMENDED ACTION Approve a resolution designating the bulletin board on the north side of the second floor of Englewood Civic Center as the Official Posting Place for all Legal Notices of the City of Englewood for 2017. BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED The OPEN MEETINGS LAW, State Statute§ 24-6-402 (2) (c) states that "a local public body shall be deemed to have given full and timely notice if the notice of the meeting is posted in a designated public place within the boundaries of the local public body no less than twenty-four hours prior to the holding of the meeting. The public place or places for posting such notice shall be designated annually at the local public body's first regular meeting of each calendar year." FINANCIAL IMPACT None LIST OF ATTACHMENTS Page 37 of 104 RESOLUTION NO. SERIES OF 2017 A RESOLUTION DESIGNATING THE BULLETIN BOARD ON THE NORTH SIDE OF THE SECOND FLOOR OF THE ENGLEWOOD CIVIC CENTER AS THE OFFICIAL POSTING PLACE FOR ALL LEGAL NOTICES OF THE CITY OF ENGLEWOOD FOR 2017. WHEREAS, the "Open Meetings Law", State Statute §24-6-402(2)(c) requires that the public place or places for posting legal notices shall be designated annually at the local public body's first regular meeting of each calendar year. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Section 1. The official posting place for all legal notices of the City of Englewood for the year 2017, shall be the Bulletin Board on the north side of the second floor of the Englewood Civic Center and such notices shall be posted under the heading "OFFICIAL CITY NOTICES." This Resolution does not in any way of itself create a requirement for notice. ADOPTED AND APPROVED this 3rd day of January, 2017. ATTEST: Joe Jefferson, Mayor Stephanie Carlile, Acting City Clerk I, Stephanie Carlile, Acting City Clerk for the City of Englewood, Colorado, hereby certify the above is a true copy of Resolution No. __ , Series of 2017. Stephanie Carlile, Acting City Clerk Page 38 of 104 COUNCIL COMMUNICATION Date January 3, 2017 INITIATED BY Agenda Item 9cii Littleton/Englewood Wastewater Treatment Plant Supervisory Committee Subject Biagas Use Application Feasibility Study -Award of Contract STAFF SOURCE Dennis W. Stowe, LIE WWTP Director Gunter Ritter, Project Engineer Greg Farmer, Process Specialist COUNCIL GOAL AND PREVIOUS COUNCIL ACTION Council approval of the 2017 Littleton/Englewood Wastewater Treatment Plant Budget. RECOMMENDED ACTION The Littleton/Englewood Wastewater Treatment Plant (LIE WWTP) Supervisory Committee recommended at its meeting on November 17, 2016 that Council approve, by Motion, a contract for a Biagas Use Application Feasibility Study at the LIE WWTP. Staff is recommending an award of contract to the engineering consulting firm, Carollo Engineers Inc. (Carollo), in the amount of $61,500.00. BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED The LIE WWTP utilizes an anaerobic digestion treatment to process wastewater sludge. This process stabilizes the sludge and eventually the sludge is converted into Biosolids where they are beneficially used as a slow release fertilizer for farming of dryland wheat and corn. As part of the digestion treatment process biogas methane is generated. The plant uses this biogas as a fuel source to provide heat to the digesters necessary for the stabilization process. Currently, excess biogas not used for the digestion process is flared to the atmosphere. A biogas use applications project was initiated to determine the feasibility of using excess gas as an additional energy source. A Request for Information (RFI) to the public had been made to explore technical and economic opportunities to extract the renewable energy from the plant biogas. Information received from the RFI resulted in the selection of a renewable fuel application project. A consultant to conduct a detailed technical and economic feasibility of the project had also been identified by the RFI process. The Supervisory Committee directed staff to negotiate with Carollo to conduct a feasibility study for a renewable fuel project. The deliverable will include a proposed project detail and analysis, including estimated costs and projected revenues. Staff anticipates a final technical memorandum to be completed by late 2017. Page 39 of 104 Carollo is a nationally recognized environmental engineering firm specializing in the planning, design, and construction management of water and wastewater facilities. The firm is currently ranked within Engineering News Record's top 15 firms for water and sewer/wastewater companies. Carollo has provided biogas feasibility studies for other municipalities and has the resources and knowledge to provide the services proposed. This Biogas Use Application Feasibility Study is in alignment with the plant strategic objective to provide sustainable resource recovery, with the goal to provide potential offsets to our overall plant energy usage. FINANCIAL IMPACT The Biogas Use Application Feasibility Study Project was included in the 2017 Professional Services Budget. Costs will be shared by the Cities of Englewood and Littleton. LIST OF ATTACHMENTS Professional Services Agreement Schedule A Page 40 of 104 •0 ~{>= En·gtewood Finance and Administrative Services Department PROFESSIONAL SERVICES AGREEMENT Contract Number PSA/16-57 Consulting/Engineering Services for UE WWTP $61,500 This Professional Services Agreement (the "Agreement') is made as of this 28 111 day of November, 2016, (the "Effective Date") by and between Carollo Engineers, Inc., a Delaware corporation ("Consultant"), and The City of Englewood, Colorado, a municipal corporation organized under the laws of the State of Colorado ("City'). City desires that Consultant, from time to time, provide certain consulting services, systems integration services, data conversion services, training services, and/or related services as described herein, and Consultant desires to perform such services on behalf of City on the terms and conditions set forth herein. in consideration of the foregoing and the terms hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Definitions. The terms set forth below shall be defined as follows: (a) "Intellectual Property Rights" shall mean any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing (1) rights associate with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask- works, (2) trademark and trade name rights and similar rights, (3) trade secret rights, (4) patents, designs, algorithms and other industrial property rights, (5) ail other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated) (including logos, "rental' rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and (6) all registrations, Initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing). (b) "Work Product' shall mean all patents, patent applications, inventions, designs, mask works, processes, methodologies, copyrights and copyrightable works, trade secrets including confidential information, data, designs, manuals, training materials and documentation, formulas, knowledge of manufacturing processes, methods, prices, financial and accounting data, products and product specifications and all other Intellectual Property Rights created, developed or prepared, documented and/or delivered by Consultant, pursuant to the provision of the Services. 2. Statements of Work. During the term hereof and subject to the terms and conditions contained herein, Consultant agrees to provide, on an as requested basis, the consulting services, systems integration services, data conversion services, training services, and related services (the "Services") as further described in Schedule A (the "Statement of Work") for City, and in such 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org Page 41 of 104 additional Statements of Work as may be executed by each of the parties hereto from time to time pursuant to this Agreement. Each Statement of Work shall specify the scope of work, specifications, basis of compensation and payment schedule, estimated length of time required to complete each Statement of Work, including the estimated start/finish dates, and other relevant information and shall incorporate all terms and conditions contained in this Agreement 3, Performance of Services. (a) Performance, Consultant shall perform the Services necessary to complete all projects outlined in a Statement of Work in a timely and professional manner consistent with the specifications, if any, set forth in the Statement of Work, and in accordance with the prevailing engineering standard of care by exercising the skill and ability ordinarily required of engineers performing the same or similar services in the State of Colorado. Consultant agrees to exercise professionalism, and to utilize its expertise and creative talents in completing the projects outlined in a Statement of Work. (b) Delays, Consultant agrees to notify City promptly of any factor, occurrence, or event coming to its attention that may affect Consultant's ability to meet the requirements of the Agreement, or that is likely to occasion any material delay in completion of the projects contemplated by this Agreement or any Statement of Work. Such notice shall be given in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure. Time is expressly made of the essence with respect to each and every term and provision of this Agreement. ( c) Discrepancies. If anything necessary for the clear understanding of the Services has been omitted from the Agreement specifications or It appears that various instructions are In conflict, Consultant shall secure written instructions from City's project director before proceeding with the performance of the Services affected by such omissions or discrepancies. 4, Invoices and Payment. Unless otherwise provided in a Statement of Work, City shall pay the amounts agreed to in a Statement of Work within thirty (30) days following the acceptance by City of the work called for in a Statement of Work by City. Acceptance procedures shall be outlined in the Statement of Work. If City disputes all or any portion of an invoice for charges, then City shall pay the undisputed portion of the invoice by the due date and shall provide the following notification with respect to the disputed portion of the Invoice. City shall notify Consultant as soon as possible of the specific amount disputed and shall provide reasonable detail as to the basis for the dispute. The parties shall then attempt to resolve the disputed portion of such invoice as soon as possible. Upon resolution of the disputed portion, City shall pay to Consultant the resolved amount. 5. Taxes. City is not subject to taxation. No federal or other taxes (excise, luxury, transportation, sales, etc.) shall be included in quoted prices. City shall not be obligated to pay or reimburse Consultant for any taxes attributable to the .sale of any Services which are imposed on or measured by net or gross Income, capital, net worth, franchise, privilege, any other taxes, or assessments, nor any of the foregoing Imposed on or payable by Consultant. Upon written notification by City and subsequent verification by Consultant, Consultant shall reimburse or credit, as appllcable, 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 Expensj!s. Consultant shall be reimbursed only for expenses which 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 2 Page 42 of 104 are expressly provided for in a Statement of Work or which have been approved in advance in writing by City, provided Consultant has furnished such documentation for authorized expenses as City may reasonably request. 7. Audits. Consultant shall provide such employees and independent auditors and inspectors as City may designate with reasonable access to all sites from which Services are performed for the purposes of performing audits or inspections of Consultant's operations and compliance with this Agreement. Consultant shall provide such auditors and inspectors any reasonable assistance that they may require. Such audits shall be conducted in such a way so that the Services or services to any other customer of Consultant are not impacted adversely. 8. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall continue unless this Agreement is terminated as provided in this Section 8. (a) Convenience. City may, without cause and without penalty, terminate the provision of Services under any or all Statements of Work upon thirty (30) days prior written notice. Upon such termination, City shall, upon receipt of an Invoice from Consultant, pay Consultant for Services actually rendered prior to the effective date of such termination. Charges w111 be based on time expended for all incomplete tasks as listed in the applicable Statement of Work, and all completed tasks will be charged as indicated in the applicable Statement of Work. (b) No Outstanding Statements of Work. Either party may terminate this Agreement by providing the other party with at least thirty (30) days prior written notice of termination if there are no outstanding Statements of Work. (c) Material Breach. If either party materially defaults in the performance of any term of a Statement of Work or this Agreement with respect to a specific Statement of Work (other than by nonpayment) and does not substantially cure such default within thirty (30) days after receiving written notice of such default, then the non-defaulting party may terminate this Agreement or any or ail outstanding Statements of Work by providing ten (10) days prior written notice of termination to the defaulting party, (d) Bankruptcy or Insolvency. Either party may terminate this Agreement effective upon written notice stating Its intention to terminate in the event the other party: (1) makes a general assignment of all or substantially all of its assets for the benefit of its creditors; (2) applies for, consents to, or acquiesces in the appointment of a receiver, trustee, custodian, or liquidator for its business or all or substantially all of its assets; (3) files, or consents to or acquiesces in, a petition seeking relief or reorganization under any bankruptcy or insolvency laws; or (4) files a petition seeking relief or reorganization under any bankruptcy or insolvency laws is filed against that other party and is not dismissed within sixty (60) days after it was filed. (e) TABOR. The parties understand and acknowledge that each party is subject to Article X, § 20 of the Colorado Constitution (''TABOR"). The parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It Is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and, notwithstanding anything in this Agreement to the contrary, all payment obligations of City are expressly dependent and conditioned upon the continuing availability of funds beyond the term of City's current fiscal period ending upon the next succeeding December 31. Financial obligations of City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 3 Page 43 of 104 otheIWise 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 (lneluding any Confidential Information, as defined In Section 11) of the other party that it may have In its possession or control. However, Consultant shall be entitled to keep one (1) copy of any such property, including Confidential Information, that Consultant used and relied upon in undertaking the services required hereunder. 9. City Obligations. City will provide timely access to City personnel, systems and information required for Consultant to perform its obligations hereunder, which Consultant shall be entitled to use and rely upon. 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 Jaws and regulations, including office space, furniture, telephone service, and reproduction, computer, facsimile, secretarial and other necessary equipment, supplies, and services. With respect to all third party hardware or software operated by or on behalf of City, City shall, at no expense to Consultant, obtain all consents, licenses and sublicenses necessary for Consultant to perform under the Statements of Work and shall pay any fees or other costs associated with obtaining such consents, licenses and sublicenses. 10. Staff. Consultant is an independent consultant and neither Consultant nor Consultant's staff is, or shall be deemed to be employed by City. City is hereby contracting with Consultant for the Services described in a Statement of Work and Consultant reserves the right to determine the method, manner and means by which the Services will be performed. The Services shall be performed by Consultant or Consultant's staff, and City shall not be required to hire, supervise or pay any assistants to help Consultant perform the Services under this Agreement. Except to the extent that Consultant's work must be performed on or with City's computers or City's existing software, all materials used In providing the Services shall be provided by Consultant. 11. Confidential Information. (a) Obligations. Each party hereto may receive from the other party information which relates to the other party's business, research, development, trade secrets or business affairs ('Confidential Information"). Subject to the provisions and exceptions set forth in the Colorado Open Records Act, CRS Section 24-72-101 et. seq., each party shall protect all Confidential Information of the other party with the same degree of care as it uses to avoid unauthorlzed use, disclosure, publication or dissemination of its own confidential information of a similar nature, but in no event Jess 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 1000 Englewood Parkway, Englewood, Colorado 80110·2373 (303) 762-2300 www.englewoodgov.org 4 Page 44 of 104 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. Notwtthstanding the foregoing, nothing in this Agreement shall restrict either party with respect to information or data identical or similar to that contained in the Confidential Information of the other party but which (1) that party rightfully possessed before it received such Information from the other as evidenced by written documentation; (2) subsequently becomes publicly available through no fault of that party; (3) Is subsequently furnished rightfully to that party by a third party without restrictions on use or disclosure; or (4) is required to be disclosed by law, provided that the disclosing party will exercise reasonable efforts to notify the other party prior to disclosure. (b) Know-How. For the avoidance of doubt neither City nor Consultant shall be prevented from making use of know-how and principles learned or experience gained of a non-proprietary and non-confidential nature. (c) Remedies. Each of the parties hereto agree that if any of them, their officers, employees or anyone obtaining access to the Confidential Information of the other party by, through or under them, breaches any provision of this Section 11, the non-breaching party shall be entitled to an accounting and repayment of all profits, compensation, commissions, remunerations and benefits which the breaching party, its officers or employees directly or indirectly realize or may realize as a result of or growing out of, or In connection with any such breach. In addition to, and not in limitation of the foregoing, in the event of any breach of this Section 11, the parties agree that the non-breaching party will suffer irreparable harm and that the total amount of monetary damages for any such injury to the non-breaching party arising from a violation of this Section 11 would be impossible to calculate and would therefore be an inadequate remedy at law. Accordingly, the parties agree that the non-breaching party shall be entitled to temporary and permanent injunctive relief against the breaching party, its officers or employees and such other rights and remedies to which the non-breaching party may be entitled to at Jaw, 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 Jaw, 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 1000 Englewood Parkway, Englewood, Colorado 80110·2373 (303) 762-2300 www.englewoodgov.org 5 Page 45 of 104 (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 accordance with the standard of care delineated in Section 3 (a). (c) Personnel. Unless a specific number of employees is set forth in the Statement of Work, Consultant will provide sufficient employees to complete the Services ordered within the applicable time frames established pursuant to this Agreement or as set forth in the Statement of Work. During the course of performance of Services, City may, for any or no reason, request replacement of an employee or a proposed employee. In such event, Consultant shall, within five (5) working days of receipt of such request from City, provide a substitute employee of sufficient skill, knowledge, and training to perform the applicable Services. Consultant shall require employees providing Services at a City location to comply with applicable City security and safety regulations and policies. (d) Compensation and Benefits. Consultant shall provide for and pay the compensation of employees and shall pay all taxes, contributions, and benefits (such as, but not limited to, workers' compensation benefits) which an employer is required to pay relating to the employment of employees. City shall not be liable to Consultant or to any employee for Consultant's failure to perform its compensation, benefit, or tax obligations. Consultant shall indemnify, defend and hold City harmless from and against all such taxes, contributions and benefits and will comply with all associated governmental regulations, including the filing of all necessary reports and returns. 14. Indemnification. (a) Consultant Indemnification. Consultant shall indemnify, defend and hold harmless City, its directors, officers, employees, and agents and the heirs, executors, successors, and permitted assigns of any of the foregoing (the "City indemnitees") from and against all losses, claims, obligations, demands, assessments, fines and penalties (whether civil or criminal), liabilities, expenses and costs (including reasonable fees and disbursements of legal counsel and accountants), bodily and other personal injuries, damage to tangible property, and other damages, of any kind or nature, suffered or incurred by a City lndemnitee to the extent caused by : (1) any negligent 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. Notwithstanding the foregoing, in the event the subject action alleges negligence on the part of Consultant and/or City, or any third party not under contract with Consultant, Consultant's obligations regarding City's defense under this paragraph include only the reimbursement of the City's reasonable defense costs Incurred to the extend od Consultant's negligence as expressly determined by a final judgment, arbitration, award, order, settlement, or other final resolution. Consultant shall not be responsible for breach of fiduciary duty, loss· of anticipated profits or for economic, incidental or consequential damages to City or any third party arising out of breach of contract, termination, or for any other reason whatsoever. Additionally, Consultant shall not be responsible for acts and decisions of third parties, including governmental agencies, other than Consultant's sub consultants, that impact project completion and/or success (b) infringement. Consultant will indemnify, defend, and hold City harmless from all lndemnifiable Losses arising from any third party claims that any Work Product or methodology supplied by Consultant infringes or misappropriates any Intellectual Property 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 6 Page 46 of 104 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 its own attorneys, all at such party's cost and expense; provided further, however, that no settlement or compromise of an asserted third- party claim other than the payment/money may be made without the prior written consent of the party claiming Indemnification. (d) Immunity, City, its officers, and its employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. 24-10-101 et seq., as from time to time amended, or otherwise available to City, its officers, or Its employees. 15. Insurance, (a) Requirements. Consultant agrees to keep in full force and effect and maintain at its sole cost and expense the following policies of insurance during the term of this Agreement: (1) The Consultant shall comply with the Workers' Compensation Act of Colorado and shall provide compensation insurance to protect the City from and against any and all Workers' Compensation claims arising from performance of the work under this contract. Workers' Compensation insurance must cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, as well as the Employers' Liability within the minimum statutory limits. (2) Commercial General Liability Insurance and auto liability insurance (including contractual liability insurance) providing coverage for bodily injury and property damage with a combined single limit of not less than three million dollars ($3,000,000) per occurrence. (3) Professional Liability/Errors and Omissions Insurance covering acts, errors and omissions arising out of Consultant's operations or Services In an amount not less than one million dollars ($1,000,000) per occurrence. (4) Employee Dishonesty and Computer Fraud Insurance covering losses arising out of or in connection with any fraudulent or dishonest acts committed by Consultant personnel, acting alone or with others, in an amount not less than one million dollars ($1,000,000) per occurrence. (b) Approved Companies. All such insurance shall be procured with such insurance companies of good standing, permitted to do business in the country, state or territory where the Services are being performed. 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 7 Page 47 of 104 (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, except as to Worker's Compensation and Professional Liability/Errors and Omissions Insurance. Each certificate of insurance shall provide that the issuing company shall not cancel or reduce, the insurance afforded under the above policies unless thirty (30) days' notice of such cancellation or reduction has been provided to City. 16. Rights In Work Product (a) Generally. Except as specifically agreed to the contrary in any Statement of Work, all Intellectual Property Rights in and to the Work Product produced or provided by Consultant under any Statement of Work shall remain the property of Consultant. With respect to the Work Product, Consultant unconditionally and Irrevocably grants to City during the term of such Intellectual Property Rights, a non-exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, to reproduce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed, such Intellectual Property Rights. (bl Know-How. Notwithstanding anything to the contrary herein, each party and its respective personnel and consultants shall be free to use and employ its and their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as it or they acquire and apply such information without disclosure of any Confidential Information of the other party. 17, Relationship of Parties. Consultant is acting only as an independent consultant and does not undertake, by this Agreement, any Statement of Work or otherwise, to perform any obligation of City, whether regulatory or contractual, or to assume any responsibility for City's business or operations. Neither party shall act or represent itself, directly or by implication, as an agent of the other, except as expressly authorized in a Statement of Work. 18. Complete Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the matters covered herein. 19, Applicable Law. Consultant shall comply with all applicable laws in performing Services but shall be held harmless for violation of any governmental procurement regulation to which it may be subject but to which reference Is not made in the applicable Statement of Work. This Agreement shall be construed in accordance with the laws of the State of Colorado. Any action or proceeding brought to interpret or enforce the provisions of this Agreement shall be brought before the state or federal court situated in Arapahoe County, Colorado and each party hereto consents to jurisdiction and venue before such courts. 20, Scope of Agreement. If the scope of any provisions of this Agreement is too broad in any respect whatsoever to permit enforcement to Its fullest extent, then such provision shall be enforced to the maximum extent permitted by law, and the parties hereto consent to and agree that such scope may be judicially modified accordingly and that the whole of such provision of this Agreement shall not thereby fail, but that the scope of such provision shall be curtailed only to the extent necessary to conform to law. 21. Additional Work. After receipt of a Statement of Work, City, with Consultant's consent, may request Consultant to undertake 1000 Englewood Parkway, Englewood, Colorado B0110-2373 (303) 762-2300 www.englewoodgov.org 8 Page 48 of 104 additional work with respect to such Statement of Work. In such event, City and Consultant shall execute an addendum to the Statement of Work specifying such additional work and the compensation to be paid to Consultant for such additional work. 22. Sub-consultants, Consultant may not subcontract any of the Services to be provided hereunder without the prior written consent of City. In the event of any permitted subcontracting, the agreement with such third party shall provide that, with respect to the subcontracted work, such sub-consultant shall be subject to all of the obligations of Consultant specified in this Agreement. 23. Notices. Any notice provided pursuant to this Agreement shall be in writing to the parties at the addresses set forth below and shall be deemed given (1) if by hand delivery, upon receipt thereof, (2) three (3) days after deposit in the United States mails, postage prepaid, certified mail, return receipt requested or (3) one (1) day after deposit with a nationally-recognized overnight courier, specifying overnight priority delivery. Either party may change its address for purposes of this Agreement at any time by giving written notice of such change to the other party hereto. 24, Assignment. This Agreement may not be assigned by Consultant without the prior written consent of City. Except for the prohibition of an assignment contained in the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto. 25. Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the parties hereto and shall not confer any rights upon any person or entity not a party to this Agreement. No person or entity not a signatory to this Agreement shall be entitled to rely on Consultant's performance of its services hereunder, and no right to assert a claim against Consultant by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of Consultant's services hereunder. 26, Headings, The section headings in this Agreement are solely for convenience and shall not be considered in its interpretation. The recitals set forth on the first page of this Agreement are incorporated Into the body of this Agreement. The exhibits referred to throughout this Agreement and any Statement of Work prepared in conformance with this Agreement are incorporated into this Agreement. 27. Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall not effect In any way the full right to require such performance at any subsequent time; nor shall the waiver by either party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision Itself. 28, Force Majeure, If performance by Consultant of any service or obligation under this Agreement is prevented, restricted, delayed or interfered with by reason of labor disputes, strikes, acts of God, floods, lightning, severe weather, shortages of materials, rationing, utility or communications failures, earthquakes, war, revolution, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any governmental or judicial authority or representative of any such government. or any other act whether similar or dissimilar to those referred to In this clause, which are beyond the reasonable control of Consultant, then Consultant shall be excused from such performance to the extent of such prevention, restriction, delay or interference. If the period of such delay exceeds thirty (30) days, City may, without liability, terminate the 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 9 Page 49 of 104 affected Statement of Work(s) upon written notice lo Consultant. 29. Time of Performance. Time Is expressly made of the essence with respect to each and every term and provision of this Agreement. 30. Permits. Consultant shall at its own expense secure any and all licenses, permits or certificates that may be required by any federal, state or local statute, ordinance or regulation for the performance of the Services under the Agreement. Consultant shall also comply with the provisions of all Applicable Laws in performing the Services under the Agreement. At its own expense and at no cost to City, Consultant shall make any change, alteration or modification that may be necessary to comply with any Applicable Laws that Consultant failed to comply with at the time of performance of the Services. 31. Media Releases. Except for any announcement intended solely for internal distribution by Consultant or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of Consultant, all media releases, public announcements, or public disclosures (including, but not limited to, promotional or marketing material) by Consultant or its employees or agents relating to this Agreement or its subject matter, or including the name, trade mark, or symbol of City, shall be coordinated with and approved In writing by City prior to the release thereof. Consultant shall not represent directly or indirectly that any Services provided by Consultant to City has been approved or endorsed by City or include the name, trade mark, or symbol of City on a list of Consultant's customers without City's express written consent. 32. Nonexclusive Market and Purchase Rights. It is expressly understood and agreed that this Agreement does not grant to Consultant an exclusive right to provide to City any or all of the Services and shall not prevent City from acquiring from other supplier's services similar lo the Services. Consultant agrees that acquisitions by City pursuant to this Agreement shall neither restrict the right of City lo 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 Allens: (a) Employees, Consultants and Sub-consultants: Consultant shall not knowingly employ or contract with an illegal alien to perform work under this Contract. Consultant shall not contract with a sub- consultant that fails to certify to the Consultant that the sub-consultant will not knowingly employ or contract with an illegal alien to perform work under this Contract. [CRS B· 17.5-102(2)(a)(i) & (II).] (bl Verification: Consultant will participate in either the E-Verify program or the Department program, as defined in C.R.S. B- 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 lo 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 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 10 Page 50 of 104 work under this Contract knowingly employs or contracts with an illegal alien, the Consultant shall; (1) notify the sub-consultant and the City within three days that the Consultant has actual knowledge that the sub-consultant is employing or contracting with an illegal alien; and (2) terminate the subcontract with the sub- consultant if, within three days of receiving notice required pursuant to this paragraph the sub-consultant does not stop employing or contracting with the illegal alien; except that the Consultant shall not terminate the contract with the sub-consultant if during such three days the sub- consultant provides Information to establish that the sub-consultant has not knowingly employed or contracted with an illegal alien. (d) Duty to Comply with State Investigation: Consultant shall comply with any reasonable request of the Colorado Department of Labor and Employment made in the course of an Investigation by that the Department is undertaking pursuant to C.R.S. 8-17.5-102 (5) (el 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. (fl Estimates and Projections: In providing options of cost, financial analyses, economic feasibility projections, and schedules for potential projects. Consultant has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that my affect operation and maintenance costs; competitive bidding procedures and market conditions; time or quality of performance of third parties; quality, type, management, or direction of operating management, or direction of operating personnel; and other economic and operational factors that may materially affect · the ultimate project or schedule. Therefore, Consultant makes no warranty that the City's actual project costs, financial aspects, economic feasibility, or schedules will not vary from Consultants' opinions, analyses, projections, or estimates. 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englawoodgov.org II Page 51 of 104 IN WITNESS WHEREOF, the parties to this Agreement have caused it to be executed by their authori2:ed 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) Dennis Stowe By: ----,,---,---------Date:. ____ _ (Clly manager) Eric Keck By: ----::,=::---------Date: ____ _ (Mayor) Joe Jefferson ATIEST: --=-::--::-:-c:------- City Clerk Loucrishia A. Ellis (Consultant a fi cpo:of e.ld I Co City, State, Zip Coda By: gnature) ((. t d Lt,,.. .. (Print Nama) Title: V P 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 782-2300 www.englewoodgov.org '30D/1,. / v<c.G f,t.es,n::..:11 12 Page 52 of 104 SCHEDULE A OUTLINE OF STATEMENT OF WORK 1. GENERAL This Schedule is attached to and made a part of the Professional Services Agreement dated November 28th, 2016, between the City of Englewood (CITY) and Carollo Engineers, Inc. (CONSULTANT) for professional services for the Biagas Use Applications Project. 2. NAMES OF PROJECT COORDINATORS The City's Project Manager will be Gunter Ritter, P.E. The Consultant's Project Manager will be Becky Luna, P. E. 3. SUMMARY OF PURPOSE FOR STATEMENT OF WORK The Consultant will provide engineering support and expertise to evaluate the options associated with beneficial use of the methane gas produced during the digestion process at the Littleton/Englewood Wastewater Treatment Plant (UE WWTP). 4. EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY CITY (IF ANY) The CITY will provide data and information requested by the CONSULTANT, if available. 5. OTHER CONSULTANT RESOURCES The CONSULTANT will provide the management and technical expertise to complete the scope of work described below. These individuals consist of the following but are not limited to; project management, technical experts in bio-gas production, digestion, funding, financial and procurement analysis. 6. DESCRIPTION OF WORK PRODUCT AND DELIVERABLES The CONSUL TANT's scope of work includes the following tasks and deliverables. Task 1 -Project Management 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 13 Page 53 of 104 CONSUL TANT shall provide project management services, which include the following tasks: • Prepare monthly progress reports. • Maintain and monitor project scope, budget, and schedule. • Provide administrative guidance and supervision of staff, including project planning. Task 2 -Review of Existing lnfonnation The CONSUL TANT will review existing information and data for the e)(isting facilities and operating conditions. This analysis will include a general review of the digestion facilities, pertinent plant data, and pertinent regulations. Task 3 -Kickoff Meeting The CONSULTANT will coordinate and attend a project kickoff meeting to review the scope of work and develop and define the CITY's goals and objectives for the project. The kickoff meeting will briefly review the two identified biogas use alternatives (compressed natural gas [CNG) fueling station and pipeline injection) (Task 4). As part of the kickoff meeting, the CITY and CONSULTANT will develop the screening criteria to be used to compare the two alternatives. Task 4 -Detailed Analysis and Workshop The CONSULTANT will evaluate the beneficial use of renewable fuels at the UE VVWTP. Our assessment will focus on two approaches to convert digester gas to a renewable fuel: CNG fueling station and pipeline Injection. As part of the analysis, the CONSUL TANT will perform the following tasks: • Determine the available supply of digester gas based on current and projected future loading conditions as identified in the 2013 Master Plan. Determine the gasoline gallon equivalents of produced digester gas. • Select a location for CNG fueling station to be used for conceptual layout and costing purposes. • Identify the infrastructure requirements or approach to convey or transport fuel for each biogas use alternative. • Evaluate the need for additional low or high pressure gas storage facilities. • Identify critical path issues, including permitting or local Jurisdictional approvals. • Develop preliminary and process equipment sizing, required ancillary systems, and conceptual layout for the alternatives Identified above. • Develop capital and life cycle cost estimates consistent with an AACE Class 5 level of detail using CONSULTANT's estimating information and templates. 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 14 Page 54 of 104 The CONSUL TANT will coordinate and attend a Detailed Analysis Workshop. During the workshop, the CONSUL TANT will review the findings of the detailed analysis and work with the CITY to arrive at a recommended alternative. Task 5 -Business Case Analysis The CONSUL TANT will develop a business case analysis for the recommended alternative from Task 4. The business case analysis will include the following: • Document the capital costs and life cycle costs generated In Task 4. • Evaluate non-economic criteria from implementing a beneficial reuse option (1) versus flaring methane gas. • Identify available financial credits. Task 6 -Procurement and Contract Negotiation Support As part of this task, CONSUL TANT shall complete the following: • Review the procurement approaches recommended by CITY and consistent with existing procurement approaches used by the Cities of Englewood and Littleton. • Provide CITY comments and enhancements to procurement process based on the approach for developing a renewable fuel supply. • Evaluate and recommend other grants, incentives, or funding mechanisms available to cover capital costs The CONSUL TANT will coordinate and attend two meetings with the Supervisory Committee to discuss the results of the project (assume 2 hours per meeting for 1 individual). Task 7 -Draft and Final Technical Memorandum CONSULTANT will prepare a Draft Technical Memorandum (TM) to summarize and document the results of Tasks 4 through 6. The Draft TM will include a brief description of all alternatives included in the detailed assessment. For the selected alternative, the report will include a more detailed description, including preliminary process and equipment sizing, required ancillary systems, and conceptual location. Capital and life cycle cost estimates and funding opportunities will be summarized. The technical memorandum will Include a description of the recommended next steps for implementation. CONSULTANT will review the CITY's comments from the Draft TM and will incorporate them into the Final TM as appropriate. The CONSUL TANT assumes comments on draft TM will be provided within 15 working days. CONSULTANT will provide assistance to CITY for developing a project presentation for Supervisory Committee or Council discussions. 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA n 1c,S7 Co11ruhi"s/l!"yiunin1,1 Ser.kc, for I.ii! WWTI' 15 Page 55 of 104 Deliverables for this project include the following: • Monthly Progress Reports and Invoices; PDF files provided by email to the CITY's Project Manager. • Meeting agendas, meeting summaries; PDF files by e-mail. • Draft TM; five (5) copies will be provided on request along with PDF files. • Final TM; five (5) copies will be provided along with PDF files. 7. SPECIAL TERMS, IF ANY None identified. 8. · MODE OF PAYMENT The CITY and CONSULTANT have established a not-to-exceed budget of $61,500 for the scope of services described in this letter. CONSULTANT shall submit the draft report within six (6) months from written Notice to Proceed. 9. PAYMENT SCHEDULE CITY will pay CONSUL TANT for the work in accordance with the following payment schedule. All payments to CONSULTANT are contingent on CONSULTANT's satisfying the Deliverables/Milestones set forth In the Payment Schedule. Payments shall be made upon ClTY's written confirmation to CONSULTANT that the Deliverables-Milestones have been satisfied. Performance MIiestone Notice to Proceed ··1 --.....•....••. ' Payment Schedule $0 % of Total Budget 0% i Kick-Off meeting conducted and minutes submitted to CITY. $10,600 17% I -·-. -·--'1 --·--• ----·-" --· I : Invoice #1 includes project management, Task 2, and Task 3 i __ serv~c;e~·--·-·-·-· --·-----·-----.. ······················-----··· ... _. __________ , ___________ i ' , I • Detailed Analysis workshop conducted and minutes submitted to the • CITY. $26,500 43% ' Invoice #2 includes project management and Task 4 services. Business case evaluation meeting and minutes submitted to the . an · -·-·········-. ----···-··--···· ...• , $10,525 17% ! Invoice #3 includes project management, Task 5, and Task 6 : 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 16 Page 56 of 104 services. Draft technical memorandum submitted to CITY. $10,150 17% . Invoice #4 includes project management, and 75% of Task 7 • services. Final technical memorandum submitted to CITY Invoice #5 includes final payment. $3,725 6% TOTAL. $61,500 100% 10. SCHEDULE AND PERFORMANCE MILESTONES This schedule sets for the target dates and performance milestones for the preparation and delivery of the Deliverables by CONSULTANT. Performance Milestone l Notice to Proceed \ ' , Kick-Off Meeting 1---··---·-.. '. Detailed Analysis Workshop • Business Case and Procurement Meeting Draft Tech Memo Submitted Comments on Draft Tech Memo Received Final Tech Memo Submitted 11. ACCEPTANCE AND TESTING PROCEDURES Not applicable. ' -, . '' 'l Responsible Party Target Date (Calendar days) CITY ----i TBD (Day 0) ! CONSULTANT Day25 ·1 --------- CONSULTANT o;;a~-l _!. ·----···--·----.----·-·-------------1 CONSULTANT Day 105 i -·-·--·-··-·-----····-·-.. ~-----·----, CONSULTANT CITY CONSULTANT Day 130 Day 151 ' Day 161 I ··--------··-----·----·--------! 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PM# 16-51 C11n,u!tlui./Eoyi11tt1iti11 Sc,viu, l'orUC! \VWTP 17 Page 57 of 104 12. LOCATION OF WORK FACILITIES Substantially all of the work will be conducted by CONSUL TANT at Its regular office located in Broomfield, Colorado. CITY will provide the CITY office space and support as it agrees may be appropriate, at its LIE WWTP facility. 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 18 Page 58 of 104 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) Dennis Stowe (Print Name) Title: I.IE Wastewater Treatment Director Date: _____________ _ CAROLLO ENGINEERS, INC CONSULTANT Name Title: \/ j ,. IL Pn > i .-1 o.,,,t Date: J2/r,,(/1p B I (~ • _oH,.J [S_<=H/4 If.lb (Print Name) Title: Vice P.r-E>1 f.lG"'1 Dale: JZ. ·lo· Ch 1000 Englewood Parkway, Englewood. Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 19 Page 59 of 104 COUNCIL COMMUNICATION Meeting Date: Agenda Item: Subject: January 3, 2017 llci Professional Services Agreement -Advanced Utility Systems Annual Bill Version 4 Initiated By: Staff Source: Utilities Department Staff Tom Brennan, Director of Utilities PREVIOUS COUNCIL ACTION Council approved at their December 15, 2003 meeting, by motion, a contract with Advanced Utility Systems for a utility billing system in the amount of $616,500. The recommendation was initiated by the IT Department. RECOMMENDED ACTION The Utilities Staff recommends Council approval, by motion, of the Advanced Utility Systems CIS Infinity Upgrade in the amount of $95,375.00. BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED CIS Infinity Version 4 by Advanced Utility System will improve and support the Utility Department's business processes and practices for utility billing. CIS Infinity software manages all of the data required to produce quarterly and annual water, sewer, storm and concrete utility billing. The Utilities Department generates over 100,000 bills annually. The City of Englewood Water and Sewer Board approved the Advanced Utility systems upgrade to Version 4 with a phone vote on December 15, 2016. The Advanced Utility Systems proposal includes installation and upgrade to CIS Infinity Version 4, conversion of data from CIS Infinity Version 3 to Version 4, conversion of current bill prints and notices, conversion of standard reports, training and project management. FINANCIAL IMPACT The cost for the Advanced Utility Systems Version 4 conversion is $95,375.00 including all aspects of Englewood's CIS Infinity upgrade. This is a budgeted item under the Water, Sewer and Storm Water Funds. LIST OF ATTACHMENTS Professional Services Agreement Phone Vote Minutes of December 15, 2016 Page 60 of 104 WATERANDSEWERBOARD PHONE VOTE December 19, 2016 A phone vote was conducted for the members of the Englewood Water and Sewer Board for approval of the Professional Services Agreement for the Advanced Utility Systems Annual Bill Version 4. · 1. PROFESSIONAL SERVICES AGREEMENT -ADVANCED UTLITY SYSTEMS ANNUAL BILL VERSION 4. CIS Infinity Version 4 by Advanced Utility system will improve and support the Utility Department's business processes and practices for utility billing. CIS Infinity software manages all of the data required to produce quaiierly and annual water, sewer, storm and concrete utility billing. The Utilities depaiiment generates over 100,000 bills annually. The cost for the Advanced Utility Systems Version 4 is $95,375.00 including all aspects of Englewood's CIS Infinity upgrade. This is a budgeted item under the Water, Sewer and Sto1m Water Funds. Motion: Moved: Ayes: Members not reached: Nays: Motion canied. To approve the Professional Services Agreement - Advanced Utility System Annual Bill Version 4. Oakley Seconded: Wiggins Moore, Oakley, Gillit, Jefferson, Wiggins, Roth, Burns, Yates Habenicht None The next meeting will be held January 10, 2017 at 5:00 p.m. in the Community Development Conference Room. Page 61 of 104 Respectfully submitted, Cathy Burrage Recording Secretary Englewood Water & Sewer Board Page 62 of 104 ' PROFESSIONAL SERVICES AGREEMENT Contract Number PSA/16-34 Upgrade to the new version of Utllltles exlstlng bllllng software (not to exceed $ 95,375) This Professional Services Agreement (the "Agreement') is made as of this 13111, day of September, 2016, (the "Effective Date') by and between Advanced Utilities 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 sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Definitions. The terms set forth below shall be defined as follows: (a) "Intellectual Property Rights' . shall mean any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing (1) rights associate with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask- works, (2) trademark and trade name rights arid 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 documentiiition, formulas, knowledge of manufacturing processes, methods, prices, financial and accounting data, products and product specifications and all other Intellectual Property Rights created, developed or prepared, documented andfor 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 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org Page 63 of 104 executed by each of the parties hereto from time to time pursuant to this Agreement. Each. Statement of Work shall specify the scope of · work, specifications, basis of compensation and payment schedule, estimated length of time required to complete each Statement of Work, including the estimated start/finish dates, and other relevant information and shall incorporate all terms and conditions contained in this Agreement 3. Performance of Services. (a) Performance,. Consultant shall perform the Services necessary to complete all projects outlined In a Statement of Work in a timely and professional manner consistent with the specifications, 1f 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 Siatement of Work, (b) Delays. Consultant agrees to notify City promptly of any factor, occurrence,. or event coming to its attention that may affect Consultant"s ability to meet the requirements of the Agreement, or that is likely to occasion any material delay in completion of the projects contemplated by this Agreement or any Statement of Work. Such notice shall be given in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure. (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 Jn 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 calted 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 dale and shall provide the following notification with respect to the disputed portion of the invoice. City shall notify Consultant as soon as possibie 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 taxatiqn. No federal or other taxes (excise, luxury, transportat\on, sales,· etc.) shall · be included in quoted prices. City shall not be obligated to pay or reimburse .. Consultant for . ariy · 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 Cir payable. by Consultant..· Upon written notification · by City and subsequent verificatron by Consultant, Consult;mt shall reimburse· or credit, as applicable, City irf a timely manner, for any · and . all · taxes erroneously paid by City. City shall provide Consultant with, and Consultant shall accept in good fal!h, resale, direct. pay, or other exemption certificates, as applicable. 6, Out of Pocket Expenses. Consultant shall be reimbursed only for expenses which are expressly provided for in a Statement of Work or which have been approved in advance in writing by City, provided Consultant has furnished such documentation for authorized expenses as City may reasonably request. 7. Audits. Consultant shall provide such employees and independent auditors and 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 2 f Page 64 of 104 inspectors as City may designate with reasonable access to all sites from which Services are performed for the purposes of performing audits or inspections of Consultant's operations and compliance with this Agreement. Consultant shall provide such auditors and inspectors any reasonable assistance that they may require. Such audits shall be conducted in such a way so that the Services or services to any other customer of Consultant are not impacted adversely. 8. Term and Termination. The term of this Agreement . shall commence on the Effective Date and shall continue unless this Agreement is terminated as provided in this Section 8. (a) Convenience, City may, without cause and without penalty, terminate the provision of Services under any or all Statements of Work upon ninety (90) days prior written notice. Upon such termination, City shall, upon receipt of an invoice from Consultant, pay Consultant for Services actually rendered prior to the effective date of such termination. Charges will be based on time expended for all incomplete tasks as listed in the applicable Statement of Work, and all completed tasks will be charged as indicated in the applicable Statement of Work. (b) No Outstanding Statements of Work. Either. party may terminate this Agreement by providing the other party with at least thirty (30) days prior written notice of termination if there are no outstanding Statements of Work. (c} Material Breach. If either party materially defaults in the performance of any term of a Statement of Work or this Agreement with respect to a specific Statement of Work (other than by nonpayment) and does not substantially cure such default within thirty (30) days after receiving written notice of such default, then the non-defaulting party may terminate this Agreement or any or all outstanding Statements of Work by providing ten (10) days prior written notice of termination to the defaulting party. (d) Bankruptcy or Insolvency. Either party may terminate this Agreement effective upon written notice stating its intention to terminate in the event the other party: (1) makes a general assignment of all or substantially all of its assets for the benefit of its creditors; (2) applies for, consents to, or acquiesces in the appointm·en! of a receiver, trustee, custodian, or liquidator for its business or all or substantially all of its assets; (3) files, or consents to or acquiesces in, a petition seeking relief or reorganization under any bankruptcy or insolvency laws; or (4) files a petition seeking relief or reorganization under any bankruptcy or insolvency laws is filed against that other party and is not dismissed within sixty (60) days after it was filed. (e) TABOR. The parties understand and acknowledge that each party is subject to Article X, § 20 of the Colorado Constitution ("TABOR"); The parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and, notwithstanding anything In this Agreement to the contrary, all payment obligations of City are expressly dependent and conditioned upon the continuing availability of funds beyond the term . of City's. current fiscal period ending upon the next succeeding December· 31. Financial obligations of City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with 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 1000 Englewood Parkway, Englewood, Colorado 80110-2373 {303) 762-2300 \'.WIV.englewoodgov.org Page 65 of 104 Oncluding 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 subllcenses necessary for Consultant to perform under the Statements of Work and shall pay any fees or other costs associated with obtaining such consents, licenses and sublicenses; 1 o. Staff, Consultant is an independent consultant and neither Consultant nor Consultant's staff is, or shall be deemed to be employed by City. City is hereby contracting with Consultant for the Services described in a Statement of Work and Consultant reserves the right to determine the method, manner and means by which the Services will be performed. The Services shall be performed by Consultant or Consultant's staff, and City shall not be required to hire, supervise or pay any assistants to help Consultant perform the Services under this Agreement Except to the extent that Consultant's work must be performed on or with City's computers or City's existing software, all materials used in providing lhe Services shall be provided by Consultant. 11. Confidential Information. {a) Obligations. Each party hereto may receive from the other party information which relates to the other party's business, research, development, trade secrets or business affairs {"Confidential Information"). Subject to the provisions and exceptions set forth in the Colorado Open Records Act, CRS Section 24-72-101 et. seq., each party shall protect all Confidential Information of the other party with the same degree of care as it uses to · avoid unauthorized use, disclosure, publication or dissemination of its own confidential information of a similar nature, but in no event less than a reasonable degree of care. Without limiting the generality of the foregoing, each party hereto agrees not to disclose or permit any other person or entity access to the other party's Confidential Information except such disclosure or access shall be permitted lo 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 laking any action prohibited under this Section 11. Further, each party agrees not lo a!ler 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 ;tooation or by any person or entity other than those authorized by this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall restrict either party with respect to information or data identical or similar lo that contained in the Confidential Information of the other party but which (1) that party rightfully possessed before ii 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 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org Page 66 of 104 required to be disclosed by law, provided that the disclosing party will exercise reasonable efforts to notify the other party prior to disclosure. (b) Know-How. For the avoidance of doubt neither City nor Consultant shall be prevented from making use of know-how and principles learned or experience gained of a non-proprietary and non-confidential nature. ( c) Remedies. Each of the parties hereto agree that if any of them, their officers, employees or anyone obtaining access to the Confidential Information of the other party by, through or under them, breaches any provision of this Section 11, the non-breaching party shall be entitled to an accounting and repayment of all profits, compensation, commissions, remunerations and benefits which the breaching party, its officers or employees directly or indirectly realize or may realize as a result of or growing out of, or in connection with any such breach. In addition to, and not in limitation of the foregoing, in the event of any breach of this Section 11. the parties agree that the non-breaching party will suffer irreparable harm and that the total amount of monetary damages for any such injury to the non-breaching party arising from a violation of this Section 11 would be impossible to calculate and would therefore be an inadequate remedy at law. Accordingly, the parties agree that the non-breaching party shall be entitled to temporary and permanent injunctive relief against the breaching party, its officers or employees and such other rights and remedies to which the non-breaching party may be entitled to at law, in equity or under this Agreement for any violation of this Section 11. The provisions of this Section 11 shall survive the expiration or termination of this Agreement for any reason. 12. Project Managers. Each party shall designate one of its employees to be its Project Manager under each Statement of Work, who shall act for that party on all matters under the Statement of Work. Each party shall notify the other in writing of any replacement of a Project Manager. The Project Managers for each Statement of Work shall meet as often as either one requests to review the status of the Statement of Work. 13. Warranties. (a) Authority. Consultant represents and warrants that: ( 1) Consultant has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (2) the execution of this Agreement by Consultant, and the performance by Consultant of its obligations and duties hereunder, do not and will not violate any agreement to which Consultant is a party or by which it is otherwise bound under any applicable law, rule or regulation; (3) when executed and delivered by Consultant, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (4) Consultant acknowledges that City makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided for in this Aweement {b) Service Warranty. Consultant warrants that its employees and consultants shall have sufficient skill, knowledge, and training to perform Services and that the . Services shall be performed in a professional and workmanlike manner. (c) Personnel. Unless a specific number of employees is set forth in the Statement of Work, Consultant warrants it will provide sufficient employees to complete the Services ordered within the applicable time frames established pursuant to this Agreement or as set forth in the Statement of Work. Duling 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 10DO Englewood Parl<way, Englewood, Colorado 8D110-2373 (303) 762-2300 www.englewoodgov.org s Page 67 of 104 employee of sufficient skill, knowledge, and training to perform the. applicable Services. Consultant shall require employees providing Services at a City location to comply with applicable City security and safety regulations and policies. (d) Compensation and Benefits. Consultant shall provide for and pay the compensation of employees and shall pay all taxes, contributions, and benefits (such as, but not limited to, workers' compensation benefits) which an employer is required to pay relating to the employment of employees. City shall not be liable to Consultant or to any employee for Consultant's failure to perform its compensation, benefit, or tax obligations. Consultant shall indemnify, defend and hold City harmless from and against all such taxes, contributions and benefits and will comply with all associated governmental regulations, including the filing of all necessary reports and returns. 14. Indemnification and Limitation of Liability. (a) Consultant Indemnification. Consultant shall indemnify, defend and hold harmless City, its directors, officers, employees, and agents and the heirs, executors, successors, and permitted assigns of any of the foregoing (the "City 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 lndemnilee 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 (his Agreement, or (2) any material breach in a representation, warranty, covenant or obfigation of Consultant contained in this Agreement. (b) Infringement Consultant will indemnify, defend, and hold City harmless from all lndemnifiable 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 o!her 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 notlfying party has knowledge and gives the other party the opportunity to control the response thereto and the· defense thereof; provided, however, that the party claiming indemnification shall have the right to participate in any legal proceedings to contest and defend a claim for indemnification involving a third party and to be represented by its own attorneys, all at such party's cost and expense; provided further, however, that no settlement or compromise of an asserted third- party claim other than the payment/money may be made without the prior written consent of the party claiming indemnification. 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 6 PSA # 16-H Upgadc lo lht 11CW'tcnlonoruuli11csni"in1 billic11 softwan Page 68 of 104 {d) Immunity. City, its officers, and its employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. 24-10-101 et seq., as from time to time amended, or otherwise available to City, its officers, or its employees. (e) (1) Except for damages arising out of (a) injury or damage to people, real or tangible property, (b) the contractor's intentional misrepresentation, gross negligence or willful misconduct or (c) the intellectual property indemnity above, both parties agree that the contractor's liability (under breach of contract, negligence, strict liability or otherwise), if any, for any damages relating to this agreement shall not exceed the service fee paid to contractor under this agreement. (2) In addition to the foregoing neither party shall be liable for consequential, incidental, indirect, punitive, special or other damages of any kind, including but not limited to Jost revenue, loss of data or Joss of profits, even if such other party has been advised of the likelihood of the occurrence of such damages and · notwithstanding any failure of essential purpose of any limited remedy. · (3) Classes (1) and (2) shall apply in respect of any claim, demand or action by part irrespective of the nature of the cause of action underlying such claim, demand or action, including, but not limited to, breach of contract, fundamental breach or tort. 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 ior 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 insurarice) providing coverage ior bodily injury and property damage with a combined single limit of not less · than three million dollars ($3,000,000) per occurrence. (3) Professional Liability/Errors and Omissions Insurance covering acts, errors and omissions arising out of Consultant's operations or Services in an amount not less than one million dollars ($1,000,000) per occurrence. (4) Employee Dishonesty and Computer Fraud Insurance covering losses arising out of or in connection with any fraudulent . or dishonest acts committed by Consultant personnel, acting alone or with others, in an amount not less than one million ·· dollars ($1,000,000) per occurrence. (b) i\:pproved 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 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 7 Page 69 of 104 Agreement is in effect. Certificates of insurance will list the City of Englewood as an additional insured, The commercial General Liability certificate shall provide that the issuing company shall not cancel the insurance afforded under the above policy unless thirty (30) days' notice of such cancellation has been provided to City. 16. Rights in Work Product. (a) Generally. Except as specifically agreed to the contrary in any Statement of Work, all Intellectual Property Rights in and to the Work Product produced or provided by Consultant under any Statement of Work shall remain the property of Consultant. With respect to the Work Product, Consultant unconditionally and irrevocably grants to City during the term of such Intellectual Property Rights, a non-exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, to reproduce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed, such Intellectual property Rights. (b) Know-How. Notwithstanding anything to the contrary herein, each party and its respective personnel and consultants shall be free to use and employ its and their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as it or they acquire and apply such information without disclosure of any Confidential Information of the other party, 17. Relationship of Parties, Consultant is acting only as an independent consultant and does not undertake, by this Agreement, any Statement of Work or otherwise, to perform any obligation of City, whether regulatory or contractual, or to assume any responsibility for City's business or operations, Neither party shall act or represent itself, directly or by implication, as an agent of the other, except as expressly authorized in a Statement of Work. 18. Complete Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the matters covered herein. 19, Applicable Law. Consultant shall comply with all applicable laws in performing Services but shall be held harmless for violation of any governmental procurement regulation to which it may be subject but to which reference is not made in the applicable Statement of Work. This Agreement shall be construed in accordance with the laws of the State of Colorado. Any action or proceeding brought to interpret or enforce the provisions of this Agreement shall be brought before the state or federal court situated in Arapahoe County, Colorado and each party hereto consents to ju'risdiction and venue before such courts. 20. Scope of Agreement. If the scope of any provisions of this Agreement ls 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 U,at 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 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA t 16-3~ Upgtadc ta the new vc11ion o!Utilitiu nhtb11 hitlingsol\wuc Page 70 of 104 hereunder without the prior written consent of City. In the event of any permitted subcontracting, the agreement with such third party shall provide that, with respect to the subcontracted work, such sub-consultant shall be subject to all of the obligations of Consultant specified in this Agreement. 23. Notices. Any notice provided pursuant to this Agreement shall be in writing to the parties at the addresses set forth below and shall be deemed given (1) if by hand delivery, upon receipt thereof, (2) three (3) days after deposit in the United States mails, postage prepaid, certified mail, return receipt requested or (3) one (1) day after deposit with a nationally-recognized overnight courier, specifying overnight priority delivery. Either party may change its address for purposes of this Agreement at any time by giving written notice of such change to the other party hereto. 24. Assignment. This Agreement may not be assigned by Consultant without the prior written consent of City, except that Consultant may assign its interest in this Agreement in connection with a merger or other business combination in which Consultant is not the surviving entity, so long as the assignee · agrees to fully abide by and accept all provisions under the Agreement. 25. Third Party Beneficiaries, This Agreement is entered into solely for the benefit of the parties hereto and shall not confer any rights upon any person or entity not a party to this Agreement. 26, Headings. The section headings in this Agreement are solely for convenience and shall not be considered in its interpretation. The recitals set forth on the first page of this Agreement are incorporated into the b.ody of this Agreement. The exhibits referred to throughout this Agreement and any Statement of Work prepared in conformance with this Agreement are incorporated into this Agreement. 27. Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall not effect in any way the full right to require such performance at any subsequent time; nor shall the waiver by either party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself. 28. Force Majeure. If performance by Consultant of any service or obligation under this Agreement is prevented, restricted, delayed or Interfered with by reason of labor disputes, strikes, acts of God, floods, lightning, severe weather, shortages of materials, rationing, utility or communications failures, earthquakes, war, revolution, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or re!'.luirement 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 ta Consultant. 29. Permits. Consultant shall at its own expense secure any and all licenses, permits or certificates that may be required by any federal, state or local statute, ordinance or regulation for the performani::e 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. 1000 Englewood Parkway, Englewood, Colorado 80110·2373 (303) 762-2300 www.englewoodgov.org 9 Page 71 of 104 31. Media Releases, Except for any announcement intended solely for internal distribution by Consultant or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of Consultant, all media releases, public announcements, or public disclosures (including, but not limited to, promotional or marketing material) by Consultant or its employees · or agents relating to this Agreement or its subject matter, or including the name, trade mark, or symbol of City, shall be coordinated with and approved in writing by City prior to the release thereof. Consultant shall not represent directly or indirectly that any Services provided by Consultant to City has been approved or endorsed by City or Include the name, trade mark, or symbol of City on a list of Consultant's customers without City's express written consent. 32, Nonexclusive Market and Purchase Rights. It is expressly understood and agreed that this Agreement does not grant to Consultant an exclusive right to provide to City any or afl of the Services and shall not prevent City from acquiring from other suppliers services similar to the Services, however, it is understood that nothing in this Agreement shall be construed as granting third party suppliers (for example, but not limited to, other software installers) from accessing the Consultant's software without express written consent from the Consultant. 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, B(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 perfonn work under this Contract. [CRS 8- 17 .5-102(2)(a)(I) & (II).] (b) Verification: Consultant will participate in either the E-Verify program or the Department program, as defined in C.R.S. 8- 17.5-101 (3.3) and 8-17.5-101 (3.7), respectively, in order to confinn 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 perfonned. (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) tenninate the subcontract with the sub-consultant if, within three days of receiving notice required pursuant to this paragraph the sub- consultant does not stcip employing or contracting with the illegal alien; except that the Consultant shall not terminate 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 10 Page 72 of 104 the contract with the sub-consultant if during such three days the sub- consultant provides information to establish that the sub-consultant has not knowingly employed or contracted with an illegal alien. (d) Duty to Comply with State Investigation: Consultant shall comply with any reasonable request of the Colorado Department of Labor and Employment made in the course of an investigation by that the Department is undertaking pursuant to C.R.S. 8-17.5-102 (5) (e) Damages for Breach of Contract: The City may terminate this contract for a breach of contract, in whole or in part, due to Consultant's breach of any section of this paragraph or provisions required pursuant to CRS 8-17.5-102. Consultant shall be liable for actual and consequential damages to the City in addition to any other legal or equitable remedy the City may be entitled to for a breach of this Contract under this Paragraph 34. 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762·2300 www.englewoodgov,org 11 Page 73 of 104 IN WITNESS WHEREOF, the parties to thfs 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: ___ ....,,,-..,.......,...,c.--,-,-----'Date: ____ _ {Department Director) By: _______________ Date:. ____ _ {City manager} By: -----,,,---,----------D.ate: ____ _ (Mayor) ATTEST: __________ _ City Clei'r< N. HARRIS COMPUTER CORPORATION (Consultant Name) 1 Antares Drive, Suite 400 Address Ottawa, Ontario K2E 8C4 City, Stale, Zip C'!/";f By: ""'- ~1s1gnatuiii1. Peter Fanous (Print Name) Title: Executive Vice President Date: October 24.2016 1000 Englewood Parkway, Englewood, Colorado 80110..2373 (303) 762-2300 www.englewoodgov.org 12 Page 74 of 104 ab~~e :~i~;_ss WHEREOF, I have hereunto set my hand and a~d my offlclal sfeaf the dt7ay and year first MY commission expires: \ V'-~~:91\;ci½ () JANE HAfl.V.,Y /SS;:.: .. , 1800 Shepp:::·;j Av..,me Et:: .. Suite 2103, P.O. n11Y. 211 Toronto, On1a,,;:, M2J 5A'/ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 13 Page 75 of 104 SCHEDULE A OUTLINE OF STATEMENT OF WORK 1. GENERAL Parties are Advanced Utility Systems (AUS) and the City of Englewood (COE). Date of execution -TBD. Professional Services Agreement-TBD. 2. PROJECT COORDINATORS Brenda Klem with Advanced and COE IT Project MgrTBD. ;1, SUMMARY OF PURPOSE FOR STATEMENT OF WORK Upgrade to the new version of Utilities existing billing software 4. EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY CITY (IF ANY) IT Training Room 5. OTHER CONSUL TANT RESOURCES -NIA 6. DESCRIPTION OF WORK PRODUCT AND DELIVERABLES A fully operational CIS Infinity-Version 4, that delivers on all Englewood business processes/practices provided for in the current version, will be implemented and replace the current version of CIS Infinity. 7. SPEC!AL TERMS, IF ANY a. MODE OF PAYMENT -Invoice 9. PAYMENT SCHEDULE-Milestone driven, see #10 below. 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 14 Page 76 of 104 . ' . 10. SCHEDULE AND PERFORMANCE MILESTONES: Performance Milestone Resoonsible Party Target Date Payment Amount Contract Signing COE TBD 25% of contract Installation of software AUS TBD 10% of contract Initial data conversion COE&AUS TBD 10% of contract Conversion of reports and bill print AUS TBD 10% of contract Conversion of interfaces AUS TBD 10% of contract Completion of training AUS TBD 10 % of contract Billing parallel AUS&COE TBD 10% of contract Go Jive AUS TBD 15% of contract 11. ACCEPTANCE AND TESTING PROCEDURES Detailed in SOW. 12. LOCATION OF WORK FACILITIES Substantially all of the work will be conducted by Consultant at its regular office located in Toronto. City will provide the City office space and support as it agrees may be appropriate, at its Englewood . Civic Center facility. IN WITNESS WHEREOF, pursuant and in accordance with the Professional Se1Vices Agreement between the parties hereto dated ______ , 2016, the parties have executed this Statement of Work as ofthis ___ day of ______ ,, 2016. 1000 Englewood ParkWay, Englewood, Colorado 80110.2373 (303) 762-2300 www.englewoodgov.org IS Page 77 of 104 CITY OF ENGLEWOOD, COLORADO By: ___ """"",,..--,-.,.-------.··· (Signature) (Print Name) Title: ____________ _ Date: ______________ _ Co By: 7 {Signatur4f Pv·JY ft l".flN(.)11 .s · (Print Name} Title: t;\J () \ J )c ,, Date: \ J':, I I w 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org , 16 Page 78 of 104 COUNCIL COMMUNICATION Meeting Date: Agenda Item: Subject: Resolution for Reimbursement from General January 3, 2017 11cii Obligation Bond Proceeds for the Englewood Police Headquarters Building replacement Initiated By: Finance and Administrative Staff Source: Kathleen Rinkel, Director of Services Finance and Administrative Services PREVIOUS COUNCIL ACTION City Council approved an ordinance setting forth the ballot language and submitting to a vote of the registered electors a General Obligation Bond (GOB) for the construction of a new Englewood Police Department Headquarters. Ballot Issue No. 2C was passed by the voters on November 8, 2016. On November, 19, 2016, Council approved a Contract for Underwriter Services in support of the sale of General Obligation Bond sale. RECOMMENDED ACTION Staff recommends Council approve the Resolution to declare its intent to reimbursement spending of GOB bond proceeds prior to actual selling of the bonds. BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED Approving the resolution presented allows staff to continue activities to more fully define the plans for the the replacement of the Englewood Police Headquarters Building ahead of selling the bonds, providing a more accurate estimate of the actual funding needed. Some examples of costs expected to be incurred before actual bond sale would be: Pre- Architectural work to identify space needs and general criteria needed for bidding the Architectural and Construction work, rating agency costs, travel costs related to rating agency presentations, and legal costs to prepare documents. FINANCIAL IMPACT There is no financial impact for the City other than the potential cost of the construction increasing if we delay activities and supply/demand decreases availability of contractors. LIST OF ATTACHMENTS Resolution for Reimbursement from Bond Proceeds Page 79 of 104 RESOLUTION NO. SERIES OF 20 I 7 A RESOLUTION OF THE CITY OF ENGLEWOOD, COLORADO, DECLARING ITS OFFICIAL INTENT TO REIMBURSE ITSELF WITH THE PROCEEDS OF THE ISSUANCE OF MUNICIPAL BONDS FOR CERTAIN CAPITAL EXPENDITURES UNDERTAKEN OR TO BE UNDERTAKEN BY THE LOCAL GOVERNMENT; IDENTIFYING SAID CAPITAL EXPENDITURES; AND PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the City of Englewood, in the State of Colorado is a political subdivision duly organized and existing pursuant to the Constitution and laws of the State; and WHEREAS, the Englewood City Council is the governing body of the Local Government; and WHEREAS, the Englewood City Council has dete,mined that it is in the best interest of the City of Englewood to make ce11ain capital expenditures relating to the acquisition, construction and other associated expenses in the replacement of the City of Englewood Police Headquarters Building; and WHEREAS, the Englewood City Council intends and reasonably expects to participate in a tax-exempt financing, including an amount which is currently estimated not to exceed $27,000,000, to reimburse the City of Englewood for the portion of such capital expenditures incurred or to be incurred subsequent to a period commencing 60 days prior to the date hereof, and ending prior to the later of 18 months of the date of such capital expenditures or the placing in service of the replacement of the City of Englewood Police Headquarters Building (but in no event more than 3 years after the date of the original expenditure of such moneys); and WHEREAS, the Englewood City Council hereby desires to declare its official intent, pursuant to 26 C.F.R. § 1.150-2, to reimburse the City of Englewood for such capital expenditures with the proceeds of the City of Englewood municipal bond financing. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Section I. Declaration of Official Intent. The City of Englewood, Colorado shall, presently intends, and reasonably expects to finance a portion of the Project with legally available funds. Section 2. Dates of Capital Expenditures. All of the capital expenditures covered by this Resolution were or will be made on and after the date which is 60 days prior to the effective date of this Resolution. Section 3. Issuance of Certificates of Participation. The City of Englewood presently intends and reasonably expects to pai1icipate in a municipal bond financing within 18 months of the date of the expenditure of moneys on the replacement of the City of Englewood Police Headquarters Building or the date upon which the City of Englewood Police Headquarters Building is placed in service, whichever is later (but in no event more than 3 years after the date of the original expenditure of such moneys), and to allocate from said financing an amount not to exceed the Advanced Amount to reimburse the City of Englewood for its expenditures in connection with the replacement of the City of Englewood Police Headquarters Building. 1 Page 80 of 104 Section 4. Confirmation of Prior Acts. All prior acts and doings of the officials, agents and employees of the City of Englewood which are in conformity with the purpose and intent of this Resolution, and in furtherance of the replacement of the City of Englewood Police Headquarters Building, shall be and the same hereby are in all respects ratified, approved and confirmed. Section S. Effective Date of Resolution. This Resolution shall take effect immediately upon its passage. ADOPTED AND APPROVED this 3rd day of January, 2017. ATTEST: Joe Jefferson, Mayor Stephanie Carlile, Acting City Clerk I, Stephanie Carlile, Acting City Clerk for the City of Englewood, Colorado, hereby certify the above is a true copy of Resolution No. __ , Series of2017. Stephanie Carlile, Acting City Clerk 2 Page 81 of 104 COUNCIL COMMUNICATION Meeting Date: Agenda Item: Subject: 01/3/2017 11 ciii Communications Department - Professional Services Contract Initiated By: Staff Source: Communications Department Communications Manager Alison Carney PREVIOUS COUNCIL ACTION Council approved the Communications Strategy and the creation of a Communications Department. RECOMMENDED ACTION To approve the contract between the City of Englewood and Slate Communications, Inc. BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED On October 3, 2016, City Council approved the direction of creating a new communications department and consolidating and coordinating communication activities through the new department. Communications activities were historically managed through staff in the City Manager's Office. This new department allows for better collaboration across the organization in assisting departments meet their communication and marketing goals. Slate Communications will assist the City in producing an Englewood Magazine, create Englewood Presents Events and assist the Parks, Recreation and Library Department with communications and marketing. The utilization of Slate Communications, a leading local expert in communications and marketing, will ensure delivery of a high-quality product while stretching limited public resources further. The consolidation of city departmental resources through the new department and the expertise of Slate will maximize reach, effectiveness, and long-term sustainability of the Communications Strategy. Slate Communications will be under the direction of the City of Englewood's Communications Manager. Budget from various departments' current advertising, marketing and other communication activities are being consolidated for the purposes of this contract. Other funding is currently budgeted through the Communications Department. FINANCIAL IMPACT Page 82 of 104 A combination of salary savings in the City Manager's Office and existing departmental budgets in the area of advertising and marketing will be utilized for the contract. The entirety of the contract is currently budgeted for 2017. The budget details for the contract: 2017 Professional Services: $73,450 The professional services funding for 2017 is derived from a combination of salary savings from the Communications Office and budgeted event costs from Parks, Recreation and Library and budgeted city-wide events. This contract is for professional services. LIST OF ATTACHMENTS Proposed Contract Page 83 of 104 Q EnYOFlewood gPROCUREMENT DIVISION PROFESSIONAL SERVICES AGREEMENT Contract Number PSA/16-63 Communications and Marketing Services $ 73,400.00 This Professional Services Agreement (the "Agreement") is made as of this 16 nd , day of December, 2016, (the "Effective Date") by and between Slate Communications, 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 sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Definitions. The terms set forth below shall be defined as follows: (a) "Intellectual Property Rights" shall mean any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing (1) rights associate with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask- works, (2) trademark and trade name rights and similar rights, (3) trade secret rights, (4) patents, designs, algorithms and other industrial property rights, (5) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated) (including logos, "rental" rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and (6) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing). (b) "Work Product" shall mean all patents, patent applications, inventions, designs, mask works, processes, methodologies, copyrights and copyrightable works, trade secrets including confidential information, data, designs, manuals, training materials and documentation, formulas, knowledge of manufacturing processes, methods, prices, financial and accounting data, products and product specifications and all other Intellectual Property Rights created, developed or prepared, documented and/or delivered by Consultant, pursuant to the provision of the Services. 2. Statements of Work. During the term hereof and subject to the terms and conditions contained herein, Consultant. agrees to provide, on an as requested basis, the consulting services, systems integration 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSr\/16·6.I ('<.>1111minkntirm~ & i\farketmg Servu:e~ Page 84 of 104 services, data conversion services, training services, and related services (the "Services") as further described in Schedule A (the "Statement of Work") for City, and in such additional Statements of Work as may be executed by each of the parties hereto from lime to time pursuant to this Agreement. Each Statement of Work shall specify the scope of work, specifications, basis of compensation and payment schedule, estimated length of lime required to complete each Statement of Work, including the estimated start/finish dates, and other relevant information and shall incorporate all terms and conditions contained in this Agreement 3. Performance of Services. (a) Performance. Consultant shall perform the Services necessary to complete all projects outlined in a Statement of Work in a timely and professional manner consistent with the specifications, if any, set forth in the Statement of Work, and in accordance with industry standards. Consultant agrees to exercise the highest degree of professionalism, and to utilize its expertise and creative talents in completing the projects outlined in a Statement of Work. (b) Delays. Consultant agrees to notify City promptly of any factor, occurrence, or event coming to its attention that may affect Consultant's ability to meet the requirements of the Agreement, or that is likely to occasion any material delay in completion of the projects contemplated by this Agreement or any Statement of Work. Such notice shall be given in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure. Time is expressly made of the essence with respect to each and every term and provision of this Agreement. (c) Discrepancies. If anything necessary for the clear understanding of the Services has been omitted from the Agreement specifications or it appears that various instructions are in conflict, Consultant shall secure written instructions from City's project director before proceeding with the performance of the Services affected by such omissions or discrepancies. 4. Invoices and Payment. Unless otherwise provided in a Statement of Work, City shall pay the amounts agreed to in a Statement of Work within thirty (30) days following the acceptance by City of the work called for in a Statement of Work by City. Acceptance procedures shall be outlined in the Statement of Work. If City disputes all or any portion of an invoice for charges, then City shall pay the undisputed portion of the invoice by the due date and shall provide the following notification with respect to the disputed portion of the invoice. City shall notify Consultant as soon as possible of the specific amount disputed and shall provide reasonable detail as to the basis for the dispute. The parties shall then attempt to resolve the disputed portion of such invoice as soon as possible. Upon resolution of the disputed portion, City shall pay to Consultant the resolved amount. 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 2 PSA/16·6.I (',:,1111nunknt10Jt; & Marketmg Scrvi<:e~ Page 85 of 104 5. Taxes. City is not subject to taxation. No federal or other taxes (excise, luxury, transportation, sales, etc.) shall be included in quoted prices. City shall not be obligated to pay or reimburse Consultant for any taxes attributable to the sale of any Services which are imposed on or measured by net or gross income, capital, net worth, franchise, privilege, any other taxes, or assessments, nor any of the foregoing imposed on or payable by Consultant. Upon written notification by City and subsequent verification by Consultant, Consultant shall reimburse or credit, as applicable, City in a timely manner, for any and all taxes erroneously paid by City. City shall provide Consultant with, and Consultant shall accept in good faith, resale, direct pay, or other exemption certificates, as applicable. 6. Out of Pocket Expenses. Consultant shall be reimbursed only for expenses which are expressly provided for in a Statement of Work or which have been approved in advance in writing by City, provided Consultant has furnished such documentation for authorized expenses as City may reasonably request. 7. Audits. Consultant shall provide such employees and independent auditors and inspectors as City may designate with reasonable access to all sites from which Services are performed for the purposes of performing audits or inspections of Consultant's operations and compliance with this Agreement. Consultant shall provide such auditors and inspectors any reasonable assistance that they may require. Such audits shall be conducted in such a way so that the Services or services to any other customer of Consultant are not impacted adversely. 8. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall continue unless this Agreement is terminated as provided in this Section 8. (a) Convenience. City may, without cause and without penalty, terminate the provision of Services under any or all Statements of Work upon thirty (30) days prior written notice. Upon such termination, City shall, upon receipt of an invoice from Consultant, pay Consultant for Services actually rendered prior to the effective date of such termination. Charges will be based on time expended for all incomplete tasks as listed in the applicable Statement of Work, and all completed tasks will be charged as indicated in the applicable Statement of Work. (b) No Outstanding Statements of Work. Either party may terminate this Agreement by providing the other party with at least thirty (30) days prior written notice of termination if there are no outstanding Statements of Work. (c) Material Breach. If either party materially defaults in the performance of any term of a Statement of Work or this Agreement with respect to a specific Statement of Work (other than by nonpayment) and does not substantially cure such default within thirty (30) days after receiving written notice of such default, then the non-defaulting party may terminate this Agreement or any or all outstanding Statements of Work by providing ten (10) days prior written notice of termination to the defaulting party. (d) Bankruptcy or Insolvency. Either party may terminate this Agreement effective upon written notice stating its intention to terminate in the event the other party: (1) makes a general assignment of all or substantially all of its assets for the benefit of its creditors; (2) applies for, consents to, or acquiesces in the appointment of a receiver, trustee, custodian, or liquidator for its business or all or substantially all of its assets; (3) files, or consents to or acquiesces in, a petition seeking relief or reorganization under any bankruptcy or insolvency laws; or (4) files a 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 3 PSAil6-6J C,•n11nuaicatio11s & Marketing Ser,·kes Page 86 of 104 petition seeking relief or reorganization under any bankruptcy or insolvency laws is filed against that other party and is not dismissed within sixty (60) days after it was filed. (e) TABOR. The parties understand and acknowledge that each party is subject to Article X, § 20 of the Colorado Constitution ("TABOR"). The parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and, notwithstanding anything in this Agreement to the contrary, all payment obligations of City are expressly dependent and conditioned upon the continuing availability of funds beyond the term of City's current fiscal period ending upon the next succeeding December 31. Financial obligations of City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of City and applicable law. Upon the failure to appropriate such funds, this Agreement shall be deemed terminated. (f) Return of Property. Upon termination of this Agreement, both parties agree to return to the other all property (including any Confidential Information, as defined in Section 11) of the other party that it may have in its possession or control. 9. City Obligations. City will provide timely access to City personnel, systems and information required for Consultant to perform its obligations hereunder. City shall provide to Consultant's employees performing its obligations hereunder at City's premises, without charge, a reasonable work environment in compliance with all applicable laws and regulations, including office space, furniture, telephone service, and reproduction, computer, facsimile, secretarial and other necessary equipment, supplies, and services. With respect to all third party hardware or software operated by or on behalf of City, City shall, at no expense to Consultant, obtain all consents, licenses and sublicenses necessary for Consultant to perform under the Statements of Work and shall pay any fees or other costs associated with obtaining such consents, licenses and sublicenses. 1 O. Staff. Consultant is an independent consultant and neither Consultant nor Consultant's staff is, or shall be deemed to be employed by City. City is hereby contracting with Consultant for the Services described in a Statement of Work and Consultant reserves the right to determine the method, manner and means by which the Services will be performed. The Services shall be performed by Consultant or Consultant's staff, and City shall not be required to hire, supervise or pay any assistants to help Consultant perform the Services under this Agreement. Except to the extent that Consultant's work must be performed on or with City's computers or City's existing software, all materials used in providing the Services shall be provided by Consultant. 11. Confidential Information. (a) Obligations. Each party hereto may receive from the other party information which relates to the other party's business, research, .development, trade secrets or business affairs ("Confidential Information"). Subject to the provisions and exceptions set forth in the Colorado Open Records Act, CRS Section 24-72-101 et. seq., each party shall protect all Confidential Information of the other party with the same degree of care as it uses to avoid unauthorized use, disclosure, publication or dissemination of its own confidential information of a similar nature, but in no event less than a reasonable degree of care. Without limiting the generality of the 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 4 PSA/!fl-6:l c,,nununkfllions & M:ukwng Scn:i1·0~ Page 87 of 104 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 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 ii received such information from the other as evidenced · by written documentation; (2) subsequently becomes publicly available through no fault of that party; (3) is subsequently furnished rightfully to that party by a third party without restrictions on use or disclosure; or (4) is required to be disclosed by law, provided that the disclosing party will exercise reasonable efforts to notify the other party prior to disclosure. (b) Know-How. For the avoidance of doubt neither City nor Consultant shall be prevented from making use of know-how and principles learned or experience gained of a non-proprietary and non-confidential nature. (c) Remedies. Each of the parties hereto agree that if any of them, their officers, employees or anyone obtaining access to the Confidential Information of the other party by, through or under them, breaches any provision of this Section 11, the non-breaching party shall be entitled to an accounting and repayment of all profits, compensation, commissions, remunerations and benefits which the breaching party, its officers or employees directly or indirectly realize or may realize as a result of or growing out of, or in connection with any such breach. In addition to, and not in limitation of the foregoing, in the event of any breach of this Section 11, the parties agree that the non-breaching party will suffer irreparable harm and that the total amount of monetary damages for any such injury to the non-breaching party arising from a violation of this Section 11 would be impossible to calculate and would therefore be an inadequate remedy at law. Accordingly, the parties agree that the non-breaching party shall be entitled to temporary and permanent injunctive relief against the breaching party, its officers or employees and such other rights and remedies to which the non-breaching party may be entitled to at law, in equity or under this Agreement for any violation of this Section 11. The provisions of this Section 11 shall survive the expiration or termination of this Agreement for any reason. 12. Project Managers. Each party shall designate one of its employees to be its Project Manager under each Statement of Work, who shall act for that party on all matters under the Statement of Work. Each party shall notify the other in writing of any replacement of a Project Manager. The Project Managers for each Statement of Work shall meet as often as either one requests to review the status of the Statement of Work. 13. Warranties. 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 5 Page 88 of 104 (a) Authority. Consultant represents and warrants that: (1) Consultant has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (2) the execution of this Agreement by Consultant, and the performance by Consultant of its obligations and duties hereunder, do not and will not violate any agreement to which Consultant is a party or by which it is otherwise bound under any applicable law, rule or regulation; (3) when executed and delivered by Consultant, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (4) Consultant acknowledges that City makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided for in this Agreement (b) Service Warranty. Consultant warrants that its employees and consultants shall have sufficient skill, knowledge, and training to perform Services and that the Services shall be performed in a professional and workmanlike manner. (c) Personnel. Unless a specific number of employees is set forth in the Statement of Work, Consultant warrants it will provide sufficient employees to complete the Services ordered within the applicable time frames established pursuant to this Agreement or as set forth in the Statement of Work. During the course of performance of Services, City may, for any or no reason, request replacement of an employee or a proposed employee. In such event, Consultant shall, within five (5) working days of receipt of such request from City, provide a substitute employee of sufficient skill, knowledge, and training to perform the applicable Services. Consultant shall require employees providing Services at a City location to comply with applicable City security and safety regulations and policies. (d) Compensation and Benefits. Consultant shall provide for and pay the compensation of employees and shall pay all taxes, contributions, and benefits (such as, but not limited to, workers' compensation benefits) which an employer is required to pay relating to the employment of employees. City shall not be liable to Consultant or to any employee for Consultant's failure to perform its compensation, benefit, or tax obligations. Consultant shall indemnify, defend and hold City harmless from and against all such taxes, contributions and benefits and will comply with all associated governmental regulations, including the filing of all necessary reports and returns. 14. Indemnification. (a) Consultant Indemnification. Consultant shall indemnify, defend and hold harmless City, its directors, officers, employees, and agents and the heirs, executors, successors, and permitted assigns of any of the foregoing (the "City 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 lndemnifiable Losses arising from any third party claims that any Work Product or 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 6 PS,\/16,6,l C\>nummkntious & Markcl!ny, Ser,-ic,~~ Page 89 of 104 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 its own attorneys, all at such party's cost and expense; provided further, however, that no settlement or compromise of an asserted third- party claim other than the payment/money may be made without the prior written consent of the party claiming indemnification. (d) Immunity. City, its officers, and its employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. 24-10-101 et seq., as from time to time amended, or otherwise available to City, its officers, or its employees. 15. Insurance. (a) Requirements. Consultant agrees to keep in full force and effect and maintain at its sole cost and expense the following policies of insurance during the term of this Agreement: (1) The Consultant shall comply with the Workers' Compensation Act of Colorado and shall provide compensation insurance to protect the City from and against any and all Workers' Compensation claims arising from performance of the work under this contract. Workers' Compensation insurance must cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, as well as the Employers' Liability within the minimum statutory limits. (2) Commercial General Liability Insurance and auto liability insurance (including contractual liability insurance) providing coverage for bodily injury and property damage with a combined single limit of not less than one million dollars ($1,000,000) per occurrence, and two million per aggregate, with a $10,000,000 per occurrence umbrella on the General Liability insurance. (3) Professional Liability/Errors and Omissions Insurance covering acts, errors and omissions arising out of Consultant's operations or Services in an amount not less than two million dollars ($2,000,000) per aggregate. (4) Employee Dishonesty and Computer Fraud Insurance covering losses arising out of or in connection with any fraudulent or dishonest acts committed by Consultant personnel, acting alone or with 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 7 Page 90 of 104 others, in an amount not less than one million dollars ($1,000,000) per occurrence. (b) Approved Companies. All such insurance shall be procured with such insurance companies of good standing, permitted to do business in the country, state or territory where the Services are being performed. (c) Certificates. Consultant shall provide City with certificates of insurance evidencing compliance with this Section 15 (including evidence of renewal of insurance) signed by authorized representatives of the respective carriers for each year that this Agreement is in effect. Certificates of insurance will list the City of Englewood as an additional insured. Each certificate of insurance shall provide that the issuing company shall not cancel, reduce, or otherwise materially change the insurance afforded under the above policies unless thirty (30) days' notice of such cancellation, reduction or material change has been provided to City. 16. Rights in Work Product. (a) Generally. Except as specifically agreed to the contrary in any Statement of Work, all Intellectual Property Rights in and to the Work Product produced or provided by Consultant under any Statement of Work shall remain the property of Consultant. With respect to the Work Product, Consultant unconditionally and irrevocably grants to City during the term of such Intellectual Property Rights, a non-exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, to reproduce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed, such Intellectual Property Rights. (b) Know-How. Notwithstanding anything to the contrary herein, each party and its respective personnel and consultants shall be free to use and employ its and their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as it or they acquire and apply such information without disclosure of any Confidential Information of the other party. 17. Relationship of Parties. Consultant is acting only as an independent consultant and does not undertake, by this Agreement, any Statement of Work or otherwise, to perform any obligation of City, whether regulatory or contractual, or to assume any responsibility for City's business or operations. Neither party shall act or represent itself, directly or by implication, as an agent of the other, except as expressly authorized in a Statement of Work. 18. Complete Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the matters covered herein. 19. Applicable Law. Consultant shall comply with all applicable laws in performing Services but shall be held harmless for violation of any governmental procurement regulation to which it may be subject but to which reference is not made in the applicable Statement of Work. This Agreement shall be construed in accordance with the laws of the State of Colorado. Any action or proceeding brought to interpret or enforce the provisions of this Agreement shall be brought before the state or federal court situated in Arapahoe County, Colorado and each party hereto consents to jurisdiction and venue before such courts. 20. Scope of Agreement. If the scope of any provisions of this Agreement is too broad in any respect whatsoever to permit enforcement to its fullest extent, then such provision shall be enforced to the maximum 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 8 Page 91 of 104 extent permitted by law, and the parties hereto consent to and agree that such scope may be judicially modified accordingly and that the whole of such provision of this Agreement shall not thereby fail, but that the scope of such provision shall be curtailed only to the extent necessary to conform to law. 21. Additional Work. After receipt of a Statement of Work, City, with Consultant's consent, may request Consultant to undertake additional work with respect to such Statement of Work. In such event, City and Consultant shall execute an addendum to the Statement of Work specifying such additional work and the compensation to be paid to Consultant for such additional work. 22. Sub-consultants. Consultant may not subcontract any of the Services to be provided hereunder without the prior written consent of City. In the event of any permitted subcontracting, the agreement with such third party shall provide that, with respect to the subcontracted work, such sub-consultant shall be subject to all of the obligations of Consultant specified in this Agreement. 23. Notices. Any notice provided pursuant to this Agreement shall be in writing to the parties at the addresses set forth below and shall be deemed given (1) if by hand delivery, upon receipt thereof, (2) three (3) days after deposit in the United States mails, postage prepaid, certified mail, return receipt requested or (3) one (1). day after deposit with a nationally-recognized overnight courier, specifying overnight priority delivery. Either party may change its address for purposes of this Agreement at any time by giving written notice of such change to the other party hereto. 24. Assignment. This Agreement may not be assigned by Consultant without the prior written consent of City. Except for the prohibition of an assignment contained in the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto. 25. Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the parties hereto and shall not confer any rights upon any person or entity not a party to this Agreement. 26. Headings. The section headings in this Agreement are solely for convenience and shall not be considered in its interpretation. The recitals set forth on the first page of this Agreement are incorporated into the body of this Agreement. The exhibits referred to throughout this Agreement and any Statement of Work prepared in conformance with this Agreement are incorporated into this Agreement. 27. Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall not effect in any way the full right to require such performance at any subsequent time; nor shall the waiver by either party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself. 28. Force Majeure. If performance by Consultant of any service or obligation under this Agreement is prevented, restricted, delayed or interfered with by reason of labor disputes, strikes, acts of God, floods, lightning, severe weather, shortages of materials, rationing, utility or communications failures, earthquakes, war, revolution, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any governmental or judicial authority or representative of any such government, or any other act whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of 1000 Englewood Parkway. Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 9 PSAil6-6J Cs>nununkntion5 & M31kcllHll Scrvi<:e~ Page 92 of 104 Consultant, then Consultant shall be excused from such performance to the extent of such prevention, restriction, delay or interference. If the period of such delay exceeds thirty (30) days, City may, without liability, terminate the affected Statement of Work(s) upon written notice to Consultant. 29. Time of Performance. Time is expressly made of the essence with respect to each and every term and provision of this Agreement. 30. Permits. Consultant shall at its own expense secure any and all licenses, permits or certificates that may be required by any federal, state or local statute, ordinance or regulation for the performance of the Services under the Agreement. Consultant shall also comply with the provisions of all Applicable Laws in performing the Services under the Agreement. At its own expense and at no cost to City, Consultant shall make any change, alteration or modification that may be necessary to comply with any Applicable Laws that Consultant failed to comply with at the time of performance of the Services. 31. Media Releases. Except for any announcement intended solely for internal distribution by Consultant or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of Consultant, all media releases, public announcements, or public disclosures (including, but not limited to, promotional or marketing material) by Consultant or its employees or agents relating to this Agreement or its subject matter, or including the name, trade mark, or symbol of City, shall be coordinated with and approved in writing by City prior to the release thereof. Consultant shall not represent directly or indirectly that any Services provided by Consultant to City has been approved or endorsed by City or include the name, trade mark, or symbol of City on a list of Consultant's customers without City's express written consent. 32. Nonexclusive Market and Purchase Rights. It is expressly understood and agreed that this Agreement does not grant to Consultant an exclusive right to provide to City any or all of the Services and shall not prevent City from acquiring from other supplier's services similar to the Services. Consultant agrees that acquisitions by City pursuant to this Agreement shall neither restrict the right of City to cease acquiring nor require City to continue any level of such acquisitions. Estimates or forecasts furnished by City to Consultant prior to or during the term of this Agreement shall not constitute commitments. 33. Survival. The provisions of Sections 5, 8(g), 10, 11, 13, 14, 16, 17, 19, 23, 25 and 31 shall survive any expiration or termination for any reason of this Agreement. 34. Verification of Compliance with C.R.S. 8-17.5-101 ET.SEQ. Regarding Hiring of Illegal Aliens: (a) Employees, Consultants and Sub-consultants: Consultant shall not knowingly employ or contract with an illegal alien to perform work under this Contract. Consultant shall not contract with a sub- consultant that fails to certify to the Consultant that the sub-consultant will not knowingly employ or contract with an illegal alien to perform work under this Contract. [CRS 8- 17.5-102(2)(a)(I) & (II).] (b) Verification: Consultant will participate in either the E-Verify program or the Department program, as defined in C.R.S. 8- 17.5-101 (3.3) and 8-17.5-101 (3.7), respectively, in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under this public contract for services. Consultant is prohibited from using the E-Verify 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 10 PSA/!6-6.l Co11nnunkntin11~ & Markcung $er,:u:o~ Page 93 of 104 program or the Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed. (c) Duty to Terminate a Subcontract: If Consultant obtains actual knowledge that a sub-consultant performing work under this Contract knowingly employs or contracts with an illegal alien, the Consultant shall; (1) notify the sub-consultant and the City within three days that the Consultant has actual knowledge that the sub-consultant is employing or contracting with an illegal alien; and (2) terminate the subcontract with the sub-consultant if, within three days of receiving notice required pursuant to this paragraph the sub- consultant does not stop employing or contracting with the illegal alien; except that the Consultant shall not terminate the contract with the sub-consultant if during such three days the sub- consultant provides information to establish that the sub-consultant has not knowingly employed or contracted with an illegal alien. (d) Duty to Comply with State Investigation: Consultant shall comply with any reasonable request of the Colorado Department of Labor and Employment made in the course of an investigation by that the Department is undertaking pursuant to C.R.S. 8-17.5-102 (5) (e) Damages for Breach of Contract: The City may terminate this contract for a breach of contract, in whole or in part, due to Consultant's breach of any section of this paragraph or provisions required pursuant to CRS 8-17.5-102. Consultant shall be liable for actual and consequential damages to the City in addition to any other legal or equitable remedy the City may be entitled to for a breach of this Contract under this Paragraph 34. 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org II Page 94 of 104 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 PSA!!(•-6.l C,J111munkat\t~1s & Marla:tm~ Scrvi~es S\a·k-ComvYJvlVJ 1·cc1honS (Consultant Name) For+-Qj\l\11~ co ?:,OSw City, State, Zip Code ) By: Title: _C~1 £,~D _______ _ Date: ~(2-'-1/~l...,.Lr+!~l(-l ___ _ I I 1000 Englewood Parkway. Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 12 Page 95 of 104 SCHEDULE A OUTLINE OF STATEMENT OF WORK 1. GENERAL The City of Englewood (City) is purchasing the professional services and hereby entering into a contract with Slate Communications. This document will outline the scope of work and deliverables for Slate and the payment schedule and budget to be paid to Slate for the services provided by the City. The contract will be effective immediately upon execution by the parties and will continue for 1 year or until all deliverables are completed whichever comes first. 2. NAMES OF PROJECT COORDINATORS For the City of Englewood: Alison Carney, Communications Manager For Slate Communications.: Kim Newcomer, Chief Executive Officer 3. SUMMARY OF PURPOSE FOR STATEMENT OF WORK Slate Communications will be providing professional services to the City of Englewood in the areas of communications and marketing. Slate will be responsible for assisting the City in establishing strategies to maximize the reach of City messaging in order to sustain effective public communication well into the future. Slate will work closely with the Communications Manager throughout the duration of this contract. 4. EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY CITY (IF ANY) In addition to the financial resources that the City is providing through this contract to complete the deliverables, the City will provide meeting spaces and work spaces as requested by Slate. 5. DESCRIPTION OF WORK PRODUCT AND DELIVERABLES I. Produce the Englewood Magazine PSAil6·6.l (\•minunkaticms& Marketmr,Scrvfre~ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 13 Page 96 of 104 a. Slate shall create a full-color magazine for Englewood that communicates all departmental and city information through, but not limited to, thoughtful storytelling featuring citizens and businesses. Slate shall not exceed the current budgeted dollars for the design, customization, printing and distribution of the magazine. Slate shall establish a sponsorship target for the magazine (can be included in the overall sponsorship package) and use revenue to offset costs whenever possible. Deliverable: Produce an Englewood Magazine. b. Slate shall establish an ongoing process with the Communications Manager for all city departments to follow and utilize the Communications Manager to compile and prioritize content from departments and the community. Deliverable: Work with Communications Manager to establish a standard process for content solicitation, collection, and prioritization. c. Slate shall utilize their existing professional network to publish, print, and distribute the magazine. Slate will work with the City to determine distribution networks and scope. All printing costs shall be competitive and approved by the city prior to printing. Deliverable: Publish, print, and distribute the magazine. II. Launch the Englewood brand with increased marketing and formalize an annual sponsorship package. a. Slate shall create a theme and subsequent campaign that reintroduces Englewood to the community. Deliverable: Create theme for campaign to be approved by the CMO. b. Slate shall work with the Communications Manager in strategically executing the campaign by integrating paid advertising targeting local channels and coordinating mixed media efforts, key City publications, and City events, as well as a digital advertisement board on Englewood Civic Center. Deliverable: Execute the campaign by securing advertising in the local markets and through coordination with the Communications Manager for integration into the city controlled publications, media outlets, and events. c. Slate shall create an annual promotional benefit program for businesses and organizations wishing to sponsor Englewood events and publications. Deliverable: Create an annual promotional benefit program for City events and publications. d. Using the new campaign, Slate shall assist the Communications Manager in executing an integrated. public relations campaign to formally and professionally keep Englewood relevant to the community. Deliverable: Provide the Communications Manager the tools in order to successfully integrate the campaign into daily public relation functions. Ill. Produce "Englewood Presents" events. 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 14 Page 97 of 104 a. Slate shall work in conjunction with relevant city staff to produce three signature Englewood events in 2017. The events shall include the Fourth of July event, a holiday event, and an additional event to be determined at a later date. Deliverable: Produce three signature Englewood events on behalf of the City. i. Fourth of July - 1. Event budget: $5,000 Professional Services for planning the event. ii. A holiday event - 1. Event budget: $5,000 Professional Services for planning the event. iii. TBD Event - 1. Event budget: $5,000 Professional Services for planning the event. 2. Slate and the City will meet and agree in writing on the scope of this event to ensure that it does not exceed allocated budget. b. Slate shall consult on additional citywide events that are not signature but are important opportunities to create destination experiences with City presence. Example of such events are Museum of Outdoor Arts exhibits and initiatives, Hampden Hall attractions, concerts, golf events, etc. Slate shall also examine opportunities to increase city facility utilization for events and private rentals. Deliverable: Consult with city departments organizing community events and/or advise on facility utilization on a case by case basis in consultation with the Communications Manager, to offer input to successfully create destination events across the City. c. Slate shall coordinate with the Mayor and the City Manager's Office to assist with the development of a State of the City event. Slate will work with the Communications Manager and the City Manager's Office to help plan and execute the event. Deliverable: Plan and execute the State of the City event. Develop a State of the City speech in consultation with the Mayor. i. State of the City event budget: $5,000 for professional services. IV. Specific and intensive support of Parks, Recreation and Library Department in communications and marketing. a. Slate shall work with the Department of Parks, Recreation, and Library Services to develop a department-specific communications plan and protocol. Deliverable: Develop a customized communications strategy for the Department of Parks, Recreation, and Library services. b. Slate shall work with the Department of Parks, Recreation, and Library Services to bring community events up to brand standards and assist in the planning and effectiveness of said events. Deliverable: Assist in the planning and effectiveness of community events with the Department of Parks, Recreation, and Library Services. [>S,\i!6-6J C(>mmuni,·ntirms & Markttu1r;, Servi res 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 15 Page 98 of 104 6. MODE OF PAYMENT PAYMENT SCHEDULE AND BUDGET Slate shall not exceed the agreed upon budget set forth in this scope of work and contract. The total budget includes a regular payment schedule subject to completed milestones and an account for hard costs for supplies and publications. All payments will be made upon invoice. I The total budget for the duration of the contract: $73,400 Professional Services -Payment Schedule City will pay Slate for the work as set forth in this document. Payments shall be made so long as work performed falls within the scope set forth in this Statement of Work. Performance of work shall follow the standard client approval process established by Slate. Prior to each payment date, Slate shall submit an invoice to the City that provides the breakdown of staff time by hour and individual rate. Invoices for each month shall not exceed the maximum amount. Overages must be approved by the Assistant City Manager prior to payment and will be subject to reductions in another month. Scope of Work Amount Production of Enolewood Maoazine $31,150.00 Printino and Distribution Production of Englewood Signature Events $20,000.00 State of the Citv $5,000.00 Marketino Camoaion $10,000.00 Parks, Recreation & Library Support $7,250.00 TOTAL $73,400.00 7. SCHEDULE AND PERFORMANCE MILESTONES This schedule sets for the target dates and performance milestones for the preparation and delivery of the Deliverables by Consultant. Deliverables Deadline Create an annual promotional benefit program for City events and oublications Ensure digital brand and presence matches all other design standards through coordinating with vendors and the Communications Manager Work with Communications Manager to establish a standard process for content solicitation, collection, and prioritization Plan and execute the State of the City event. Develop a 22-Feb-17 State of the City speech in consultation with the Mayor Create theme for campaign to be approved by the CMO Develop a customized communications strategy for the Department of Parks, Recreation, and Library services 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 16 Page 99 of 104 Assist the Department of Parks, Recreation, and Library Services in the planning and effectiveness of community Ongoing events Assist city departments organizing community events and/or advise on facility utilization on a case by case basis in consultation with the Communications Manager, to offer Ongoing input to successfully create destination events across the Citv Execute the campaign by securing advertising in the local markets and through coordination with the Ql 2017 Communications Manager for integration into the city controlled oublications, media outlets, and events Produce three signature Englewood events on behalf of the Corresponding with annual events. City Publish, print, and distribute the magazine Each quarter or produce as directed Produce an Englewood Magazine Launch Ql 2017, dates TBD 8. ACCEPTANCE AND TESTING PROCEDURES 9. LOCATION OF WORK FACILITIES Substantially all of the work will be conducted by Slate at its regular office located in tti('+ Col I (vis City will provide the City office space and support as it agrees may be appropriate, at its _______ facility. 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: ----cc,,--.,---,--------- (Signature) (Print Name) Title: _____________ _ Date: _____________ _ ~\ +t C . , . C\ 1 01/)1 VV\id vJ l('C{,.TJ OV/S. Consultant By: 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 17 Page 100 of 104 I<@ lour l~ 1Jlr1AJ(JJ'(y1er ' (Print Na e) Title: C{;Q Date: 12--/ /le ( IL! 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org ., 18 Page 101 of 104 COUNCIL COMMUNICATION Meeting Date: Agenda Item: Subject: January 3, 2017 12bi Aid to Other Agencies Funding for Non Profit Organizations Initiated By: Staff Source: City Manager's Office Eric A. Keck, City Manager PREVIOUS COUNCIL ACTION City Council held a Study Session on October 24, 2016 to evaluate the competitive proposals submitted by non-profit entities for the consideration of grants in aid to their operations. RECOMMENDED ACTION Staff recommends that the City Council approve the Resolution indicating the designation of funding to those not for profit entities selected by the City Council at the October 24, 2016 Study Session. BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED The City Council has utilized the Aid to Other Agencies process for several years as a means to recognize those not for profit entities who make a contribution to the social health and welfare of the community. While the City's Charter does not stipulate the provision of health and human service programs, the City of Englewood has utilized this process to help, albeit in a small way, with those not for profit organizations that assist Englewood's residents with programs and services for those that are in need. FINANCIAL IMPACT The designated amount of funding is $20,000. This amount has been budgeted and appropriated for Fiscal Year 2017. LIST OF ATTACHMENTS Resolution Page 102 of 104 RESOLUTION NO. SERIES OF 2017 A RESOLUTION SPECIFYING AID TO OTHER AGENCIES FOR 2017 BY THE CITY OF ENGLEWOOD, COLORADO. WHEREAS, Council has determined that it is more beneficial and cost effective to provide services, it could otherwise provide to the public, through the non-profit agencies listed below; and WHEREAS, Council used an open and competitive process to make difficult decisions with limited funding; and WHEREAS, City Council of the City of Englewood, Colorado discussed the appropriations for aid to other agencies for the year 201 7 at the Study Session on October 24, 2016. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Section 1. The following designations are hereby made to the appropriations in the 2017 Budget of the City of Englewood, Colorado for aid to other agencies; SOURCE OF FUNDS: Total 2017 Budget for Aid to other Agencies $ 20,000 DESIGNATIONS FOR USE: AGENCY Arapahoe County Youth Awards Arapahoe Philharmonic Brothers Redevelopment Cornerstone Food Bank Englewood Historic Preservation Soc. Englewood Veterans Memorial Day Family Tree, Inc. Gateway Domestic Violence Services Holy Cow Food Bank Integrated Family Community Services TLC Meals on Wheels Special Olympics Program Council Discretiona1y Fund Total PAYMENT $ 200 $ 100 $ 2,000 $ 700 $ 500 $ 500 $ 3,500 $ 1,000 $ 700 $ 4,000 $ 3,500 $ 800 $ 2,500 $20,000 ADOPTED AND APPROVED this 3'd day of January, 2017. ATTEST: TOTAL $ 200 $ 100 $2,000 $ 700 $ 500 $ 500 $3,500 $ 1,000 $ 700 $4,000 $3,500 $ 800 $2,500 $20,000 Joe Jefferson, Mayor Stephanie Carlile, Acting City Clerk Page 103 of 104 I, Stephanie Carlile, Acting City Clerk for the City of Englewood, Colorado, hereby ce1tify the above is a true copy of Resolution No. __ , Series of 2017. Stephanie Carlile, Acting City Clerk Page 104 of 104