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HomeMy WebLinkAbout2024-12-16 (Regular) Meeting Agenda Packet Please note: If you have a disability and need auxiliary aids or services, please notify the City of Englewood (303- 762-2405) at least 48 hours in advance of when services are needed. 1000 Englewood Pkwy - Council Chambers Englewood, CO 80110 AGENDA City Council Regular Meeting Monday, December 16, 2024 ♦ 6:30 PM City Council will meet for their Annual Holiday Dinner at Osteria Alberico at 5:00 p.m. There will be a 30 minute study session beginning at 6:30 p.m. and the regular meeting will begin at 7:00 p.m. in Council Chambers. To view the meeting, please follow this link to our YouTube live stream link: YouTube 1. Study Session Topic a. Progress report on Englewood Forward Comprehensive Plan Update 6:30 - 7:00 pm Information and Direction Presentation 15 minutes Discussion 15 minutes 1a documents Staff: Director of Community Development Brad Power, Planning Manager Bryan Isham, and Senior Planner John Voboril 2. Call to Order 3. Pledge of Allegiance 4. Roll Call 5. Consideration of Minutes of Previous Session a. Minutes of the Regular City Council Meeting of December 2, 2024. 5a documents b. Minutes of the Special City Council Meeting of December 9, 2024. 5b documents 6. Recognitions a. Recognition of 2024 Fall Citizen's Police Academy Graduates 7. Appointments, Communications and Proclamations 8. Recognition of Public Comment Public Comment will begin shortly after 7:00 pm, this is an opportunity 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. Page 1 of 972 Englewood City Council Regular Agenda December 16, 2024 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. Englewood residents must provide your address or cross streets. Non-Englewood residents must provide the name of your city. If you have addressed Council in the last 90 days, you will be moved to the bottom of the list. Written materials may be submitted to the City Clerk in advance or at the meeting. Audio/visual materials must be submitted to the City Clerk by 5pm on the Thursday prior to the meeting. Public Comment will be limited to 90 minutes total. If you'd like to speak virtually please reach out to the City Clerk's office for a link, the deadline is the Wednesday prior to the meeting by 5pm. You may also sign up in person immediately prior to the start of the Regular Meeting. Citizens may also submit written public comments to the City Clerk's Office until 12 p.m. the day after the meeting. If you have any questions, please reach out to the City Clerk's Office at CityClerk@englewoodco.gov or call 303-762-2430. Council Response to Public Comment. 9. Consent Agenda Items a. Approval of Ordinances on First Reading i. CB 63 - Acceptance of Victims of Crime Act (VOCA) grant for the Police Department 9ai documents Staff: Deputy Chief of Police Vance Fender, Victim/Witness Service Coordinator Nancy Wenig ii. CB 65 - Motion for acceptance of $33,000 Fleet Zero grant award from the State Energy Office. 9aii documents Staff: Sustainability Program Manager Melissa Englund, and Deputy Director of Operations and Maintenance Ron Thornton iii. CB 66 - Amending Englewood's Municipal Code to reflect revisions made to the Colorado Liquor Code. 9aiii documents Staff: Senior Deputy City Clerk Jackie McKinnon b. Approval of Ordinances on Second Reading. i. CB 60 - Agreements and easements with Southwest Metropolitan Water and Sanitation District, Toll Southwest LLC, Public Service Company of Colorado and TB Angeline LLC for utility crossings on McLellan Reservoir Drain Line. 9bi documents Staff: Director of Utilities and South Platte Renew Pieter Van Ry, and Deputy Director of Business Solutions and Engineering Sarah Stone ii. CB 61 - Approval of the mill levy ordinance for the General Obligation (GO) Parks and Recreation Bond. The Arapahoe County deadline for certifying the 2025 mill levy is December 15th. Page 2 of 972 Englewood City Council Regular Agenda December 16, 2024 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. 9bii documents Staff: Director of Parks, Recreation, Library and Golf Christina Underhill, Director of Finance Kevin Engels iii. CB 64 - Ordinance amending Municipal Code regarding Natural Medicines 9biii Staff: City Attorney Tamara Niles c. Resolutions and Motions i. Resolution - Appointing City Hearing officers 9ci documents Staff: City Attorney Tamara Niles ii. Professional Services Agreement renewal with Hazen and Sawyer for Lead and Copper Reduction Program management services. 9cii documents Staff: Englewood Utilities and South Platte Renew Director Pieter Van Ry, and Utilities Deputy Director – Business Solutions and Engineering Sarah Stone, and a Hazen and Sawyer representative. iii. Amendment to the Professional Services Agreement with Jacobs Engineering Group, Inc. for City Ditch Piping Project Phase II services. 9ciii documents Staff: Staff: Englewood Utilities and South Platte Renew Director Pieter Van Ry and Utilities Deputy Director – Business Solutions and Engineering Sarah Stone iv. Water rights legal support and water resources engineering services Professional Services Agreement (PSA) renewals. 9civ documents Staff: Englewood Utilities and South Platte Renew Director Pieter Van Ry, and Utilities Deputy Director – Business Solutions and Engineering Sarah Stone v. Motion - Contract Amendment Number 2 to Contract No. CFS-24-165 with MV Transportation, Inc. (MV) to provide operations, maintenance, and support services for the Englewood shuttle service in 2025 for a not-to-exceed amount of $1,011,800. 9cv documents Staff: Chief Redevelopment Officer Dan Poremba vi. The Information Technology department is renewing the Microsoft Enterprise Licensing agreement. This is a 3-year agreement totaling $1,110,600.84, which is $370,200.28 annually. 9cvi documents Staff: Director of Information Technology Joe Isenbart and Information Technology Operations Manager Brandon Brown 10. Public Hearing Items Page 3 of 972 Englewood City Council Regular Agenda December 16, 2024 Please note: If you have a disability and need auxiliary aids or services, please notify the City of Englewood (303- 762-2405) at least 48 hours in advance of when services are needed. 11. Ordinances, Resolutions and Motions a. Approval of Ordinances on First Reading i. CB 62 - Approval of Amended Intergovernmental Agreement (IGA) with Arapahoe County for a Tri-Cities Homelessness Coordinator 11ai Staff: Deputy City Manager Tim Dodd b. Approval of Ordinances on Second Reading c. Resolutions and Motions 12. General Discussion a. Mayor's Choice i. Input from Council for Rank Choice Voting discussion ii. Input from Council for additional information requested for Judge's salary discussion b. Council Members' Choice 13. City Manager’s Report a. Desire of Council to meet with Federal, State, and County officials. b. Board and Commission dates and times. 14. Adjournment Page 4 of 972 STUDY SESSION TO: Mayor and Council FROM: Brad Power, Bryan Isham, John Voboril DEPARTMENT: Community Development DATE: December 16, 2024 SUBJECT: Progress report on Englewood Forward Comprehensive Plan Update DESCRIPTION: Progress report on Englewood Forward Comprehensive Plan Update RECOMMENDATION: Staff recommends council review of the study session communication and materials that document progress made on the Englewood Forward Comprehensive Plan Update process that began in October of 2024. PREVIOUS COUNCIL ACTION: City council adopted the Englewood Forward Comprehensive Plan by resolution on February 21, 2017. Council was briefed on a proposal for a comprehensive plan supplemental update process on September 23, 2024. Council indicated support for the supplemental update project to proceed and provided guidance for the process. SUMMARY: Community Development began working closely with the communications department to develop a social media outreach and messaging campaign, an Englewood Engaged project website page, and graphical assistance for the November 19, 2024 informational community open house held in the Civic Center Community Room. Community Development staff presented the Englewood Forward Comprehensive Plan Update proposal to the planning and zoning commission (PZC) as the official kickoff for the project at the October 8, 2024 PZC study session. Additional study sessions were held on October 22 and November 19, 2024. ANALYSIS: Social Media Campaign and Open House Project Messaging Project Goals  Incorporate supporting plans, studies, and projects completed since 2017.  Bring indicator data up to date.  Revise and consolidate maps/policies, include new neighborhood boundaries.  Incorporate city council direction for recent state land use legislation.  Assist city council in the development of future work programs. Page 5 of 972 What is Not Included in the Update  Does not revisit and make changes to the Unified Development Code/Title 16.  Does not rezone property.  Does not change themes, goals, and objectives.  Does not change land use intensity category for R-1 and R-2 zoned areas. The November 19 open house included five stations, with two informational boards each.  Station 1: Comprehensive Plan Update Expectations, City Planning 101  Station 2: Englewood City Planning History – 1969 Plan, 1979 Plan  Station 3: Englewood City Planning History – 2003 Plan, 2017 Plan  Station 4: Comprehensive Plan Scope of Work – Part 1, Part 2  Station 5: Comprehensive Plan Scope of Work – Part 3, Part 4 There were 12 entries on the sign-in sheet representing 13 individuals. Attendees included both PZC members, as well as interested citizens. October 22, 2024 PZC Study Session The October 22, 2024 PZC study session focused on Part 1 and Part 2 of the current comprehensive plan, which included a discussion of what to include and how to structure the supplemental update document. Part 1 serves as an educational introduction to the plan. It includes a brief history of the community and introduces themes that together create the vision for the plan. The supplement may include information related to projects completed since the original adoption of Englewood Forward and the addition of the new Englewood neighborhood map. Part 2 includes key takeaways from a global trends report produced by Progressive Urban Management Associates, a Denver consulting firm focused on downtowns and business districts. A new 2023 report is now available. Staff shared the new report with commissioners. Downtowns have recently emerged from the COVID-19 global pandemic with varying rates of recovery. The pandemic greatly accelerated trends that hit downtowns hard and have led to fundamental transformations of downtown markets. As the effects of the pandemic fade, downtowns are experiencing exciting opportunities for positive change but also face strong headwinds from trends that are likely here to stay. Conclusions for Downtowns  Pandemic was the great accelerator of trending change.  Demographics remain favorable but cannot be taken for granted.  All downtown real estate sectors require fresh thinking.  In a polarized age, downtowns play a critical role as central gathering places.  Many of downtown’s most pressing challenges will require local and regional collaboration.  Downtowns will benefit from embracing a new generation of leadership. Page 6 of 972 Implications for Management Organizations  Fundamentals (clean, safe) remain fundamental.  Activate storefronts and reinvent offices.  Create inviting civic spaces, program them differently.  Focus on amenities to become a neighborhood for living. Top 10 Global Trends  01 Changing Demographics  02 Talent and Labor ^  03 Future of Work ^  04 Consumer Behaviors ^  05 Housing Crisis ^  06 Finding Community in a Polarized Age ^  07 Public Health and Safety ^  08 Climate and Environment ^  09 Technology  10 Growing Inequity and Inequality ^ Bold indicates previous trend from 2017. ^ Indicates acceleration since 2020. November 19, 2024 PZC Study Session The November 19 PZC study session focused on updated indicator data. A brief summary of positive and negative indicator trends is included for city council's information: Plan Theme Total Number of Indicators Positive Trending or Neutral Negative Trending New Concerning Indicators Live 12 8 4 0 Home Values - Rapidly Increasing, decreasing affordability. Permit Fees New Construction - Sharp decrease in 2024 (high interest rates). Work 10 7 3 0 Jobs Housing Balance - Housing stock growing, while employment growth remains flat. Shop 7 6 0 1 Move 9 7 2 0 Transit and biking/walking to work have recently declined. Page 7 of 972 Plan Theme Total Number of Indicators Positive Trending or Neutral Negative Trending New Concerning Indicators Learn 3 3 0 0 Play 3 3 0 0 COUNCIL ACTION REQUESTED: No council action is requested at this time. FINANCIAL IMPLICATIONS: There is no direct fiscal impact associated with the Englewood Forward Comprehensive Plan Update project. CONNECTION TO STRATEGIC PLAN: Infrastructure A city that proactively and in a cost-effective manner invests in, maintains, and plans to protect its infrastructure. Transportation A city that proactively and in cost-effective manner invests in, maintains, improves and plans to protect its infrastructure. Economy A city that retains and supports existing businesses while attracting and promoting new business ventures. Community Engagement Vibrant, engaged and connected neighborhoods as part of the Englewood community. Sustainability A city that stewards its resources for the benefit of current and future generations. Community Wellbeing A city that provides satisfying opportunities for the vitality, welfare and happiness of the community. OUTREACH/COMMUNICATIONS: The communications department has launched a social media campaign in order to ensure that the Englewood community is aware of the project. The initial aspect of which was to invite community members to attend the first project open house on November 19, 2024 to learn more about the project. ATTACHMENTS: 1. November 19, 2024 Open House Presentation Boards 2. October 22, 2024 Planning and Zoning Commission Study Session Materials 3. November 19, 2024 Planning and Zoning Commission Study Session Materials 4. Staff Presentation Page 8 of 972 Comprehensive Plan Update Expectations •Incorporate supporting plans, studies, projects completed since 2017. •Bring indicator data up to date. •Revise and consolidate maps/policies, include new neighborhood boundaries. •Incorporate City Council direction for recent state land use legislation. •Assist City Council in the development of a planning work program. Project Goals S U N I V E R S I T Y B L V D W EVANS AVE S S A N T A F E D R SO U T H P L A T T E R I V E R W DARTMOUTH AVE W OXFORD AVE E OXFORD AVE W QUINCY AVE E QUINCY AVE W BELLEVIEW AVE E BELLEVIEW AVE W TUFTS AVE E TUFTS AVE W YALE AVE E FLOYD AVE S B R O A D W A Y S B R O A D W A Y S Z U N I S T S F E D E R A L B L V D S W I N D E R M E R E S T S L O W E L L B L V D S D O W N I N G S T S C L A R K S O N S T E DARTMOUTH AVE Baker Park Bannock Hawthorn Romans Park Hampden Hills Yale Heights Kimble Kroft ParkBates Logan Forest Hill Arapahoe Acres Strayers Broadway Heights Vista Heights Cushing Park Cinderella City Skerritts Hamilton HeightsLogandale South Lawn Gardens Platte River Wes t Platte River South General Iron Works Historic Downtown Wellness District Mansfield Heights S. Broadway Heights Cherrelyn Jackson Heights Clayton Jason Park Rotolo Whitaker Brookridge Belleview ParkBelisle Centennial Acres Knollwood View Signal Hill Duncan Park Old Town Kent N W E S 2 1 11 12 8 10 9 7 3 4 13 6 5 15 14 16 1 CUSHING PARK 2 GOTHIC THEATRE 14 CHASE TOWER 7 COMMUNITY BANK 15 CHERRELYN TROLLEY 16 ENGLEWOOD STATION RTD STOP 3 ENGLEWOOD DEPOT 11 JASON PARK 10 PIRATE'S COVE WATER PARK12 OXFORD STATION RTD STOP 9 FARM & TRAIN 8 A & A TRADIN' POST 13 THOMAS SKERRITT HOUSE 6 HOSPITALS IL L U S T R A T E D B Y N A T E P A D A V I C K 4 GRASS GATEWAY 5 ROMAN'S PARK ½ MILE Englewood, Colorado! WELCOME TO •Does not revisit and make changes ƥūÀŠĿǶĚē'ĚDŽĚŕūƎŞĚŠƥ ūēĚɍ •Does not rezone property. •Does not change themes, goals and objectives. •Does not change land use intensity category for R-1 and R-2 zoned areas. What the Update is Not Doing Scan to learn more about the plan and stay updated Page 9 of 972 Comprehensive City Planning 101 Policy document for physical and programmatic development. Long range time horizon, 20+ years. Relevant topical areas: •Land use •Housing •Business and Employment •Transportation •Parks and Open Space •Infrastructure •Other (Sustainability, Arts, etc.) What is a Comprehensive Plan? ENGLEWOOD FORWARD COMPREHENSIVE PLAN IS: GENERALIZED Provides general guidance and di- rection for city growth and development. COMPREHENSIVE Addresses all the elements or components felt to be important in af- fecting the physi- cal, economic and social concerns of the city. LONG RANGE Presents a long-term vision for the community. NOT STAGNANT Should evolve through time through review and updating. Englewood has an annual review process to amend the Comprehensive Plan. NOT A ZONING ORDINANCE The Comprehensive Plan is not an ordi- nance, but directly informs decisions in land use codes, de- velopment patterns and prioritization of city funds. Plan of Chicago - 1909 NYC Zoning Ordinance - 1916 Standard State Zoning Enabling Act - 1926 Standard State Planning Enabling Act - 1928 •Colorado - 1925 •Denver - 1925 •Englewood - 1940 (Population 9,680) Comprehensive planning forms the basis for community zoning districts and regulations. Brief City Planning Development History Timeline Page 10 of 972 Englewood City Planning History 1969 Comprehensive Plan: Cinderella City Era Plan consists primarily of narrative and maps. City now largely built out and surrounded by neighboring developed cities. Future growth will be driven by ĿŠǶŕŕîŠēēĚŠƙĿǶČîƥĿūŠɍ Mall allows City to begin addressing long-standing problems. The Time to Plan, Act, Care •History and Character •A Place to Live •Population and Land Use •Public Facilities •Recreational Plan •Drainage Plan •Master Street Plan •Central Business District Areas of Focus Page 11 of 972 Englewood City Planning History 1979 Comprehensive Plan: Urban Renewal Era Urban renewal primarily focused ūŠgĿƥƥŕĚ'ƑNj ƑĚĚŒǷūūē mitigation and repositioning properties as revenue producers: •Englewood Plaza •Englewood Marketplace •Safeway •King Soopers •Home Base/Buyer’s Club Implementation Spotlight: Downtown Urban Renewal Plan adds goals and courses of action to traditional narratives and maps. Acknowledgement of existing and new challenges: • ĿŠɍ ĿƥNjɇƥƑîIJǶČɈČūŠijĚƙƥĿūŠɈŠūĿƙĚɍ •Infrastructure to support needed redevelopment in blighted commercial areas. •Aging housing stock, lacking in diversity. 1979 Comprehensive Plan •Downtown •Commercial Corridors •Industrial •Housing •Transportation •Parks and Recreation Areas of Focus Page 12 of 972 Englewood City Planning History Plan reinvention and modernization. Lays foundation for all planning going forward. •Extensive lists of timeless goals/objectives. • ƙƙĚƥƙîŠē ĺîŕŕĚŠijĚƙūIJǶƑƙƥɠƑĿŠijƙƭċƭƑċƙɍ •3 R’s – Revitalization, Redevelopment, Reinvention. •Areas of Change Versus Areas of Stability. •Implementation – Small Area Planning. Road Map Englewood •Regional Cooperation •Housing •Parks and Open Space •Business and Employment •Transportation •Environmental Quality •Cultural Arts Areas of Focus No land use maps! Major rezonings not anticipated at time of adoption. 2003 Comprehensive Plan: Post URA/CityCenter Era Small area planning process initiated by City Council interest in fostering redevelopment. Created goals and objectives for each sub-area: Areas of stability or change. Establishment of M-1 and M-2 Medical Zone Districts. Implementation Spotlight: Downtown and Medical District Small Area Plan (2007-2012) Page 13 of 972 Current Englewood Comprehensive Plan Neighborhood Area Assessments: •Catalytic Activity •Mixed Use Transition •Residential Transition •Areas of Stability Implementation: •Monitoring Program •Annual Review of Indicators •Strategies/Financing Tools •Annual Work Program Englewood Forward 2016-2017 Comprehensive Plan: Rapid Change Era •Live (Housing) •Work (Business/Employment) •Move (Transportation) •Shop (Retail) •Learn (Cultural Arts/Sustainability) •Play (Parks/Open Space/Recreation Goal Areas of Focus Developed in conjunction with Light Rail Corridor Next Step Study (2015) and Walk and Wheel Plan (2015). CityCenter Englewood originally zoned as a Planned Unit Development. Rezoned CityCenter PUD back to MU-B-1 base zone district, added a Transit Station Area Overlay in anticipation of transit-oriented redevelopment. ¬ƎĚČĿǶČ¡ŕîŠĿƙîĺNjċƑĿēƎŕĿŠij and zoning document. Implementation Spotlight: Englewood Light Rail Transit ¬ƥîƥĿūŠƑĚî¬ƎĚČĿǶČ¡ŕîŠɚȃȁȃȃɛ Page 14 of 972 Comprehensive Plan Update Scope of Work Include projects completed since adoption and new Neighborhood Map. Plans and Studies (14) Code Amendments (4) Rezonings (9) Bicycle, Pedestrian, and Roadway (18) Parks (9) Stormwater (2) Utilities (2) 1. ¬NjŠĚƑijNjqĚēĿČîŕ~IJǶČĚƭĿŕēĿŠij¡À'ɚȃȁȂȉɛ 2. The Hive on Broadway PUD (2019) 3. Englewood Transit Station Area Rezoning (2021) 4. GĿǶĚŕē/ŠijŕĚDžūūē¬ƥîƥĿūŠ¡À'ɚȃȁȃȂɛ 5. 3690 S. Jason Street PUD (2022) 6. 3601 S. Huron Street PUD (2022) 7. 3600 S. Galapago Street PUD (2022) 8. The Embrey – Oxford and Navajo PUD (2023) 9. Waste Management PUD (2024) Recent Rezoning Project Example Part 1: Importance of Englewood S U N I V E R S I T Y B L V D W EVANS AVE S SA N T A F E D R SOU T H P L A T T E R I V E R W DARTMOUTH AVE W OXFORD AVE E OXFORD AVE W QUINCY AVE E QUINCY AVE W BELLEVIEW AVE E BELLEVIEW AVE W TUFTS AVE E TUFTS AVE W YALE AVE E FLOYD AVE S B R O A D W A Y S B R O A D W A Y S Z U N I S T S F E D E R A L B L V D S W I N D E R M E R E S T S L O W E L L B L V D S D O W N I N G S T S C L A R K S O N S T E DARTMOUTH AVE Baker Park Bannock Hawthorn Romans Park Hampden Hills Yale Heights Kimble Kroft ParkBates Logan Forest Hill Arapahoe Acres Strayers Broadway Heights Vista Heights Cushing Park Cinderella City Skerritts Hamilton HeightsLogandale South Lawn Gardens Platte River West Platte River South General Iron Works Historic Downtown Wellness District Mansfield Heights S. Broadway Heights Cherrelyn Jackson Heights Clayton Jason Park Rotolo Whitaker Brookridge Belleview ParkBelisle Centennial Acres Knollwood View Signal Hill Duncan Park Old Town Kent N W E S 2 1 11 12 8 10 9 7 3 4 13 6 5 15 14 16 1 CUSHING PARK 2 GOTHIC THEATRE 14 CHASE TOWER 7 COMMUNITY BANK 15 CHERRELYN TROLLEY 16 ENGLEWOOD STATION RTD STOP 3 ENGLEWOOD DEPOT 11 JASON PARK 10 PIRATE'S COVE WATER PARK12 OXFORD STATION RTD STOP 9 FARM & TRAIN 8 A & A TRADIN' POST 13 THOMAS SKERRITT HOUSE 6 HOSPITALS IL L U S T R A T E D B Y N A T E P A D A V I C K 4 GRASS GATEWAY 5 ROMAN'S PARK ½ MILE Englewood, Colorado! WELCOME TO Page 15 of 972 Comprehensive Plan Update Scope of Work Current Comprehensive Plan Content Goal Live-1: Promote a balanced mix of housing opportunities serving the needs of current and future Englewood citizens. Objective Live-1.1. Allow for housing that meets the needs of all income groups, including appropriate type and location of housing. Objective Live-1.2. Allow for housing investments that improve the housing mix and serve different lifecycle stages and groups with special needs in appropriate locations, including single-family, duplex, townhome, condominium, multi-family, and accessory dwelling units. Goal and Objectives Example Part 2: Englewood’s Framework No changes to vision, themes, goals and objectives. Provide reference back to original comprehensive plan document. Include updated trends. Include updated snapshot data. Page 16 of 972 Comprehensive Plan Update Scope of Work Part 3: Neighborhood Assessments •Consolidate maps from 13 to 6. •No changes to land use intensity categories R-1/R-2 zone districts. •Add new neighborhood boundaries. •Add new features to maps (drainage, transit areas, etc.). •Redistribute neighborhood policies. •Potentially add new policies. Downtown/Englewood Station Area Land Use Map •Catalytic Activity (red) •Mixed Use Transition (orange) •Residential Transition (yellow) •Areas of Stability (white) Area Description TŠǷƭĚŠČĿŠij¹ƑĚŠēƙ Neighborhood Area Policies Catalytic Activity and Mixed-Use Transition Area Text Neighborhood Assessment Example Page 17 of 972 Comprehensive Plan Update Scope of Work Part 4: Realizing the Plan •Include updated indicator data. •Check for relevance, add, delete, or modify strategies. •Include prioritized strategies for two-year work program development. 1.0 Single Family Neighborhoods 1.1 Facilitate and connect interested parties to îDŽîĿŕîċŕĚǶŠîŠČĿŠijūƎƥĿūŠƙūƑƎƑūijƑîŞƙIJūƑîČČĚƙƙ to low interest loans for home improvements and renovations to maintain existing housing stock. 1.2 Assist and facilitate home expansion and improvements that are compatible with the local neighborhood area. 1.3TŞƎŕĚŞĚŠƥŠĚĿijĺċūƑĺūūēƥƑîIJǶČČîŕŞĿŠij measures on local streets that exceed 10,000 average trips per day. Strategies Example Scan to learn more about the plan and stay updated Page 18 of 972 TO: Planning and Zoning Commission THRU: Brad Power FROM: Bryan Isham, John Voboril DATE: October 22, 2024 SUBJECT: Case 2024-03, Comprehensive Plan Update: Parts 1 and 2 Discussion SUMMARY: It is considered to be a best practice to conduct a periodic review of the comprehensive plan in terms of current relevance, accomplishments, and future direction at least once every five years. Community Development staff held a study session with city council regarding a proposed update of the Englewood Forward Comprehensive Plan on September 23, 2024. City council indicated general support for a plan update, and provided guidance on the approach to the project, content and scheduling.  Project goals and boundaries must be communicated in an explicit fashion.  In favor of a deliberate and cautious approach. Desire opportunities for council review at key project milestones.  Prefer an emphasis on incorporating recent decisions and projects and keeping new proposals and ideas to a minimum.  Council direction on state legislation and affordable housing task force recommendations will play a critical role.  Neighborhood Assessments (Policies and Maps) will require sensitivity and need to be reviewed closely by council.  Emphasis on underlying infrastructure conditions and needs. Staff introduced the update project to the Englewood Planning and Zoning Commission in a study session held on October 8, 2024. For the follow-up October 22, 2024 study session, staff requests that commission members review Englewood Forward Parts 1 and 2 in detail. Staff are requesting discussion and direction regarding strategizing content for the update document. A working document framework has been included as an attachment to assist the conversation. Page 19 of 972 ANALYSIS: The October 22, 2024 study session will focus on Part 1 and Part 2 of the current comprehensive plan, forming discussion on what to include and how to structure the update document. Part I: Importance of Englewood  Introduction  Plan Development  Englewood’s Foundation  Englewood Forward’s Vision Part I serves as an educational introduction to the plan. It includes a brief history of the community and introduces themes that together create the vision for the plan. The supplement may include information related to projects completed since the original adoption of Englewood Forward and the addition of the new Englewood neighborhood map. Part II: Englewood’s Framework  Global Trends  Key Indicators  Goals and Objectives Global Trends Report A 2023 Global Trends Report is available and has been provided as an attachment. Staff requests that commissioners review the report in detail for the October 22, 2024 study session. A brief summary is provided below, with more details to follow at the October 22, 2024 study session. Commissioners are requested to prepare ideas for discussion at the study session for the greater downtown area that are responsive to the report findings. Downtowns have recently come out of the COVID-19 global pandemic. The pandemic greatly accelerated trends that impacted downtowns hard and have led to fundamental transformations of downtown markets. As the effects of the pandemic fade, downtowns are experiencing exciting opportunities for positive change but also face strong headwinds from trends that are likely here to stay. Conclusions for Downtowns  The pandemic was the great accelerator of trending change.  Demographics remain favorable but cannot be taken for granted.  All downtown real estate sectors require fresh thinking. Page 20 of 972  In a polarized age, downtowns play a critical role as central gathering places.  Many of downtown’s most pressing challenges will require local and regional collaboration.  Downtowns will benefit from embracing a new generation of leadership. Implications for Management Organizations  Fundamentals (clean, safe) are still fundamental.  Activate storefronts and reinvent offices.  Create inviting civic spaces, program them differently.  Focus on amenities to become a neighborhood for living. Top 10 Global Trends Overview  01 Changing Demographics  02 Talent and Labor ^  03 Future of Work ^  04 Consumer Behaviors ^  05 Housing Crisis ^  06 Finding Community in a Polarized Age ^  07 Public Health and Safety ^  08 Climate and Environment ^  09 Technology  10 Growing Inequity and Inequality ^ Key Indicators Key indicators will be reviewed at a future study session. Goals and Objectives Plan themes and the corresponding theme goals and objectives are broadly enduring over time, and still relevant today. Additions or changes to the plan themes, goals, and objectives are not proposed in the supplement. Page 21 of 972 ATTACHMENTS: 1. Comprehensive Plan Update - Working Draft 2. 2023 Global Trends Report 3. Presentation Page 22 of 972 cover page ENGLEWOOD FORWARD COMPREHENSIVE PLAN UPDATE MAY, 2025 Pa g e 2 3 o f 9 7 2 2 Foreword Insert text that picks up where 2016 Foreword left off. • New developments • Accomplishments • COVID-19 • Continued development of housing crisis, state legislation Include Vision here and in Part 1, or exclude here? Pa g e 2 4 o f 9 7 2 3 Englewood’s Vision Include Vision here and in Part 1, or exclude here? LIVE Current and future Englewood residents will have opportunities to choose from a variety of high-quality housing stock that incorporates a range of housing types and densities that appeal to the needs and desires of families, singles, and seniors, within desirable neighborhoods. WORK Current and future Englewood residents will have opportunities to provide their talents and skills in Colorado’s economy locallythroughtheCity’ssupportofflexiblelandusesandexpandedindustrialandincubator spaces, and regionally through convenient transit access to Downtown Denver. SHOP Current and future Englewood residents will have opportunities to shop and dine at high quality neighborhood businesses featuring a wide array of products, services and healthy food within walking distance from their homes. The City of Englewood will also continue to market itself as the southern suburbs historical downtown, as well as capitalize on the City’s strong daytime population. MOVE Current and future Englewood residents will enjoy safe walking and bicycling connections to transit, the central business district, neighborhood-serving businesses, parks and recreational facilities, and schools. Pa g e 2 5 o f 9 7 2 4 LEARN Children and teens will enjoy a strong public school system offering a wide choice of quality educational programs. Current and future Englewood residents will enjoy opportunities for cultural enrichment through the arts as well as opportunities to participate in life-long learning activities. PLAY Current and future Englewood residents will enjoy an enhanced park and open space system that includes local neighborhood parks, as well as regional parks that offer specialized destination facilities and amenitiesandexpanded and improved regional leisure and recreational amenities in South Platte River corridor. Pa g e 2 6 o f 9 7 2 5 Acknowledgements City Council Planning and Zoning Commission Boards and Commissions City Staff Pa g e 2 7 o f 9 7 2 6 Table of Contents Chapters Part 1: The Importance of Englewood Part 2: Englewood’s Framework Part 3: Envisioning the Plan Part 4: Realizing the Plan Tables Figures Pa g e 2 8 o f 9 7 2 7 PART 1: The Importance of Englewood Chapter cover Pa g e 2 9 o f 9 7 2 8 Introduction Insert new text Project Goals • Review land use, housing, transit and other plan elements. Develop policies and supplement plan accordingly. • Discern how 2024 state land use legislation parameters and mandates may affect the comprehensive plan update and develop appropriate city policies for inclusion in the comprehensive plan update. • Reprioritize plan elements, develop or revise work programs, and enable implementation projects to proceed. What is the Comprehensive Plan? Revise Englewood Forward establishes a vision for the City’s land use while also serving as a policy document containingdirectionforthe developmentofEnglewoodoverthe next10plusyears.The Plansets forth broad principlestosupportsixplan themes: Live, Work, Move, Shop,Learn, andPlay. Basedon theseprinciples, detailed goals and objectives outline how the vision can be realized. Locationsofstability,transition,andcatalytic change are identifiedfor13unique neighborhood areas within the City. These tools allow Englewood to take advantage of timely opportunities to continue to provide a high quality of life for its citizens, visitors, employers and businesses. The Plan also includes monitoring and strategy recommendations for long-term implementation. The Plan outlines a direction forward that recognizes Englewood’s history, preserves those elements that make Englewood a great place, and promotes actions to help the City thrive and strengthen in the coming years. How to use this plan? Englewood Forward is designed to be an interactive tool to be used by the community, City staff and elected Pa g e 3 0 o f 9 7 2 9 officials.The Planisorganizedintofourparts,eachofwhichrelate tothe projectreviewprocess(See Figure 1-1).Thefollowingfourcheckpointsshouldbeusedinevaluationofalldevelopmentproposals,alongwith informing the strategies and work plans of Englewood’s boards and commissions. Insert plan organization graphic Plan Development Process Insert new text The Comprehensive Planprocessinvolvedfourphases: Phase 1: Project Initiation, was a review of previous plans and analysis of baseline conditions. The Englewood Snapshots, or baseline conditions, are presented in Part 2 of the Plan. The Community IndicatorsReport,asupplementarydocumentintheAppendix,expands on the Snapshots with additional data and trend analysis. Phase 2: Vision & Trends, developed the Englewood Forward visionandidentifiedplanthemes.Subjectexpertsand Citydepartment directorscompletedanaudit ofthe2003 ComprehensivePlanto identify policies to carry forward. Key indicators and planning trends were alsoidentified. Phase 3: Community Choices and Neighborhood Assessment, assessedneighborhoodareastoidentifyspecific, location-based opportunities and issues including catalytic sites and Pa g e 3 1 o f 9 7 2 10 areas of transition. Phase 4: Strategies and Implementation, refinedthe strategic choices determined by input received from the City Council, stakeholders,andthepublic.Withthisinput,the teamrecommended adjustments to key policies, developed an annual work plan, and identifiedkeyindicators-ways to measure progress -in order to monitor the Plan once adopted. Public Involvement and Outreach Insert new text Public Events and Small Groups Insert new text City Council and Planning and Zoning Commission Insert new text Pa g e 3 2 o f 9 7 2 11 Englewood’s Foundation City Development and Planning History Insert existing text, make additions for recent years Regional Context and Connectivity TheCityofEnglewoodisafirst -ring suburb, south of Denver. The City is bordered by a number of other communitiesincludingCherryHillsVillage tothe east,Littletontothe south,andSheridantothe west(Figure 1-3).Since Englewoodislandlocked,the opportunitiesforpotentialgrowthare constrainedtowithincitylimits. Given its strategic location, Englewood is highly accessible via highways, recreation trails, light rail, and bus. The multimodal access is advantageous to attracting customers and businesses along with the current lifestylesofMillennials(those bornroughlybetween1982 -2004) andBabyBoomers(thosebornbetween 1946-1964). Twomajor highwaysprovideexcellentvehicular connectivity: Hampden Avenue/US285runs east-westacrossthenorthern thirdofEnglewood, andSantaFeDrive/US85runsnorth-south along the westernportionoftheCity.TheSouthPlatteRegionalTrailandMaryCarterGreenwaytraversesinandout of Englewood to the west of Santa Fe along the South Platte River. These north-south spine trails connect toparks,golfcourses,andotherregionaltrailsinthe region,includingthe BearCreekTrailinSheridanand the Cherry Creek Trail in downtown Denver. Englewood is regionally connected via light rail and bus. The RegionalTransportationDistrict’s(RTD)southwestlightraillinestopstwice inEnglewood;atthe Englewood Stationat CityCenterandtheOxfordStation.Multiplebusroutesconnect thelightrailstationswiththerest Pa g e 3 3 o f 9 7 2 12 of the Englewood and the RTD system with a limited-stopbusalongSouthBroadwaythroughtheheart of Downtown. Importance of Corridors Not only are Englewood’s transportation corridors important for moving people throughout the City, they act as vital employment and retail destinations for residents and visitors. Perhaps moreimportantly,Broadwayandthe Hampden/US285corridorsprovide neighborhood and retail opportunities. In addition, these corridors provide the gateways, or thefirstglimpse,ofEnglewoodandshould highlight the community and its strengths with signage, high quality development, and catalytic activity. Englewood continues Denver’s north-south grid, which makes on-street bike connections convenient and efficient. Linkingresidents to the neighborhood edge, with local retail and restaurant opportunities, is vital to a complete neighborhood area. Integration with Metro Vision Add new text with excerpts from Metro Vision Other Existing Plans Exclude and provide reference to original plan? Supporting Implementation Plans and Projects The following provides a synopsis of implementation projects that have been completed in support of Englewood Forward: Plans and Studies Pa g e 3 4 o f 9 7 2 13 •2017 ArapahoeCountyBicycleandPedestrianPlan •2018 UrbanLandInstituteHealthCorridorNationalStudyVisit •2019 SouthPlatteConnectionsStudy •2020 Light RailCorridorNextStepStudy:DDAFormation •2021 EnglewoodDowntownPlan •2021 OxfordStationIndustrialTODStudy •2021 EnglewoodStationArea SpecificPlan •2022 EnglewoodWalk andWheelMasterPlanUpdate •2022 Santa FeDrivePlanningandEnvironmentalLinkagesStudy • 2022 Economic Development Strategic Plan •2023 USHighway285 CongestionStudy •2023HousingNeeds AssessmentStudy •2024 SouthBroadwayCorridorStudy(BusRapidTransit) •2024 EnglewoodStationMulti -modal Corridor Study Code Amendments •2019AccessoryDwellingUnits •2019 Short TermRentals •2020UDCAmendments(PUD,LotWidth,Side FacingTownhome Regulations) •2023CodeNext:UnifiedDevelopmentCode Adoption Pa g e 3 5 o f 9 7 2 14 Rezonings •2018SynergyMedicalOffice Building- •2019 TheHiveonBroadway •2021 EnglewoodTransit StationArea OverlayDistrict •2021 FifieldEnglewoodStation •2022 3690 SJasonStreet •2022 3601 SHuronStreet •2022 3600 SGalapagoStreet •2023 TheEmbrey •2024 WasteManagement Bicycle, Pedestrian, and Roadway Safety Infrastructure Projects •2016 ClarksonStreet Sharrows •2017 HarvardGulchTrailReconstruction •2017 BroadwayMid -block Crossing Pa g e 3 6 o f 9 7 2 15 Englewood’s Vision The vision for Englewood Forward was created through input from the public, staff, and leadership of Englewood to be a concise and cohesive image of the City into the future.The visionforEnglewoodisinformedbysixthemes -live, work, shop, play, learn, and move -that make a complete city. These ideas form the basis of the plan structure and are a way to organize and clearly present the Plan’s goals but are not listed in any particular priority order. The Plan provides straightforward goals and objectives, and easy-to-readmapswithtext descriptionsthatconveythe City’sdesiredfuture characterforeachofthe sixthemes. LIVE Current and future Englewood residents will have opportunities to choose from a variety of high-quality housing stock that incorporates a range of housing types and densities that appeal to the needs and desires of families, singles, and seniors, within desirable neighborhoods. WORK Current and future Englewood residents will have opportunities to provide their talents and skills in Colorado’s economy locallythroughtheCity’ssupportofflexiblelandusesandexpandedindustrialandincubator spaces, and regionally through convenient transit access to Downtown Denver. SHOP Current and future Englewood residents will have opportunities to shop and dine at high quality neighborhood businesses featuring a wide array of products, services and healthy food within walking distance from their homes. The City of Englewood will also continue to market itself as the southern suburbs historical downtown, as well as capitalize on the City’s strong daytime population. Pa g e 3 7 o f 9 7 2 16 MOVE Current and future Englewood residents will enjoy safe walking and bicycling connections to transit, the central business district, neighborhood-serving businesses, parks and recreational facilities, and schools. LEARN Children and teens will enjoy a strong public school system offering a wide choice of quality educational programs. Current and future Englewood residents will enjoy opportunities for cultural enrichment through the arts as well as opportunities to participate in life-long learning activities. PLAY Current and future Englewood residents will enjoy an enhanced park and open space system that includes local neighborhood parks, as well as regional parks that offer specialized destination facilities and amenitiesandexpanded and improved regional leisure and recreational amenities in South Platte River corridor. Englewood’s Neighborhood Areas Insert new text and new map Pa g e 3 8 o f 9 7 2 17 PART 2: Englewood’s Framework Chapter cover Pa g e 3 9 o f 9 7 2 18 Snapshots Usingthebest availabledata fromtheCity,ArapahoeCounty,theUS Census Bureau,Colorado datasets and other sources, the planning team researched and synthesized information for each planning topic into a seriesof“existingconditionssnapshots.” These snapshots provide not only an overview of baseline conditions, but alsodefine howthose conditionsinfluence the developmentofpolicies, landuses, andopportunitiesfor EnglewoodForward. An extensivelist of indicator data is presented under separate cover in the “Community IndicatorsReport.”.Togetherwitha summaryofwhat weheard during the planning process, this section provides an overview of the current issues and needs of the community. Atthe endofeachtheme “KeyIndicators”are identifiedbytheme.A review of indicators will serve as a check-in on Englewood’s progress toward achieving the Vision. A monitoring program, which describes how the key indicators will be tracked and evaluated, is detailed in Part 4. Global Trends and the City of Englewood Review 2023 Global Trends Report and revise text Pa g e 4 0 o f 9 7 2 19 Key Indicators Will provide new data at future study session for review Goals and Objectives Exclude here and provide reference to original plan? Pa g e 4 1 o f 9 7 2 – “ ” ’ 20 1 1 20 1 4 20 1 7 20 2 0 20 2 3 - 2023 10TOPGLOBAL TRENDS Affecting Downtowns and How to Respond at Home This 6th edition of P.U.M.A.’s Global Trends Report comes at a pivotal moment for downtowns and urban districts. Shortly after the 2020 edition of the report was published, we were confronted with the frst global pandemic in 100 years. Our downtowns were transformed overnight. COVID-19 put a temporary pause on many of the factors that make our downtowns and urban districts special, while also accelerating changes that had long been in motion. As the deepest and most damaging phase of the pandemic continues to fade in the rear-view mirror, downtowns are experiencing exciting renaissances but also facing stronger headwinds than they have in decades. As in past editions, P.U.M.A.’s 2023 Global Trends Report introduces new trends to refect the latest market dynamics and thought leadership in the evolution of cities. Over 150 sources have been compiled in supporting research. Joining mainstay trends in demographics and lifestyles, we ofer insights into pandemic-accelerated phenomena that have become game changing considerations for cities. P.U.M.A.’s 2023 Global Trends Report examines trends through three lenses – demographics, lifestyles, and disruption. This year, new trends explore how the forces of polarization, public health, inequality, and the future of work are impacting the shape of cities and the role of downtowns. 2023 marks the 16th year that P.U.M.A. has conducted ground- breaking research to identify the top global trends impacting American cities. Originally prepared for the Downtown Denver Plan to forecast our hometown’s growth, P.U.M.A.’s Global Trends Report has subsequently been utilized in cities and towns throughout the nation to support a variety of downtown planning and economic development initiatives. P.U.M.A.’s Global Trends Report was the recipient of the International Downtown Association’s President’s Award, acknowledging its value to the place management and downtown development felds. The 2023 edition of P.U.M.A.’s Global Trends Report highlights opportunities and challenges arising from converging shifts in demographics, lifestyles, and disruptive forces that are rapidly shaping our cities. This award-winning research efort has been a go-to resource for downtown management organizations, business leaders, and local decision-makers since 2007. DEMOGRAPHICS LIFESTYLES DISRUPTION Changing American Demographics Talent & Labor Future of Work Finding Community in a Consumer Behaviors Polarized Age Public Health & Safety Housing Crisis Climate & Environment Technology Growing Inequity & Inequality DEMOGRAPHICS LIFESTYLES DISRUPTION Changing American Demographics Education, Talent & Jobs Changing Consumer Behaviors Divisive Politics Shifts in Transportation & Continued Advances in Mobility Technology Housing Climate Change The Power of Place Social Equity DEMOGRAPHICS LIFESTYLES COMPETITION Changing American Demographics Education, Talent & Jobs Changing Consumer Behaviors Shifts in Global Wealth Shifts in Transportation & Continued Advances in Mobility Technology Rise of the Mid-Tier City Housing & Livability Social Equity Regionalism DEMOGRAPHICS LIFESTYLES COMPETITION Changing American Demographics Education, Talent & Jobs Changing Consumer Behaviors Shifts in Global Wealth Shifts in Transportation & Continued Advances in Mobility Technology Infuence of Women Health & Wellness Social Equity The Rise of Regionalism Neglected Pillar of Sustainability DEMOGRAPHICS LIFESTYLES COMPETITION Changing American Demographics Education, Talent & Jobs Emergence of Young Professional Women Changing Consumer Behaviors Emergence of a Shifts in Transportation & Planetary Middle Class Mobility Continued Advances in Health, Wellness & Urban Technology Form Sustainability The Age of Austerity Mainstreamed DEMOGRAPHICS LIFESTYLES COMPETITION Changing American Demographics Trafc Congestion & Value Emergence of a of Time Planetary Middle Class Immigration Trends Changes within the Creative Class Trends in Health Care/ Wellness/Recreation Continued Advances in Technology Growth of Tourism Environmentalism, America s Growing Debt Burden Sustainability, Climate Change 20 0 7 Page 42 of 972 CONCLUSIONS FOR DOWNTOWNS Downtowns face more headwinds today than they have in decades. The pandemic accelerated demographic, lifestyle, and disruptive trends, creating new challenges. The good news is that today is not the 1980s when there was little market support for city centers – downtowns remain gifted with advantages that provide a springboard for the next generation of vitality. To guide recovery and future resiliency, downtowns can embrace a variety of economic, social, and physical changes that will diversify them in many dimensions. More than ever, it is imperative that downtown management organizations champion and lead the adaptations and transformations needed in the years ahead. The pandemic was the “great accelerator”: COVID-19 brought forth the frst global pandemic in 100 years, initially putting a freeze on downtowns’ primary advantage as the place where people gather, create, and seek entertainment. The pandemic accelerated changes that had been in motion for years, many not favorable for downtowns, including fexibility in the workplace, the demise of traditional retail brands and formats, rising housing costs, and symptoms from America’s gaping inequality most visible in a growing unhoused population. Recovery will require a new set of coordinated strategies – some old, some new – and collaboration among downtown advocates and their civic partners. Demographics remain favorable for downtowns, but cannot be taken for granted: Since P.U.M.A.’s frst Global Trends Report in 2007, demographics have largely favored downtowns. First Millennials and Boomers, and later Gen Z, were attracted to urban environments and lifestyles. Evidence shows that these demographics, particularly people under 40, remain attracted to downtowns; however, there are prerequisites to bringing workers, visitors, and residents back. Compelling, welcoming, and safe experiences are essential in a world where people have choices to be downtown, or not. Younger demographics are increasingly diverse, creating a direct link between embracing diversity and guiding downtown prosperity. DEFINING THE GENERATIONS Gen Alpha Born: 2010 - Gen Z Born: 1996 -2010 Millennials Born: 1980 -1996 Gen X Born: 1965 -1980 Baby Boomers Born: 1945 -1965 Silent Generation Born: 1928 -1945 By 2034, the US population will become the oldest in its history, with one out of every fve Americans aged 65 or older. TOP TEN GLOBAL TRENDS 2023 2 Page 43 of 972 Analysis of cell phone data by Cushman & Wakefeld has shown that employee attendance in vibrant neighborhoods – those with myriad restaurants, experiential retail, etc. – has recovered three times as much as non-vibrant neighborhoods in the same cities. All downtown dominant real estate sectors require fresh thinking: The pandemic accelerated the need to rethink the real estate that is concentrated in downtowns. As much as a quarter of traditional ofce space that exists today may never be used in the same way again. Ofce buildings will need to invest in new amenities, convert to alternative uses, or be demolished and replaced. Filling vacant storefronts is a top priority, as downtowns recalibrate activation strategies beyond retail and restaurants. Housing continues to be a promising opportunity, but ofering a variety of price points with a focus on afordability will be critical. In an increasingly polarized age, downtowns can capitalize on their traditional role as central gathering places: The pandemic broadened the gap of political polarization in America, as well as increasing mental health challenges, drug addiction, and gun violence. The CDC cited an “epidemic of loneliness” as a pre-existing condition accelerated by the pandemic. Downtowns hold the promise of a higher form of community and human connectivity to combat these ills. By creating inviting public spaces, programming, and economic opportunities that welcome all walks of life, downtowns can emerge as places that bring our society together. Many of downtowns’ most pressing challenges will require local and regional collaboration to solve: Homelessness, crime, housing afordability – the headlines in many American cities are dominated by stubborn problems the pandemic accelerated or aggravated. For the foreseeable future, with a federal government gridlocked by partisanship, most civic challenges will require local and regional collaboration to contain and solve. The advocacy role of downtown management organizations is critical to bring business expertise to the table with public and nonproft partners to develop new civic strategies. Bigger issues, including climate change and growing inequity, also require local responses and are the top concerns of people under 40, the next generation that will infuence downtowns. Downtowns will beneft from embracing a new generation of leadership: Millennials will make up 75% of the workforce by 2030, and Gen Z will be the frst cohort where white people are in the minority. Generational shifts are happening throughout the nation, and downtowns, who will depend on younger demographics to prosper and thrive, need to welcome and refect societal change. For downtown management organizations, this creates an imperative to establish clear pathways to diversify boards and staf. 3 Decades of exclusionary zoning laws coupled with rising construction costs and local opposition to multifamily projects have led to an estimated shortfall of 3.8 million units. Nationally, this housing shortage is projected to last through the end of the 2020s. Several public health trends related to mental health, gun violence, and the opioid crisis were accelerated by the pandemic and will become increasingly impactful in 2023 and beyond. Total US population growth is slowing and for the frst time immigration is making up the majority of population growth. PUMAWORLDHQ.COM 3 Page 44 of 972 IMPLICATIONS FOR DOWNTOWN MANAGEMENT ORGANIZATIONS The fundamentals are… fundamental: Downtown Management Organizations (DMOs) and their civic partners need to remain focused on the clean and safe fundamentals that launched the business improvement district movement more than 50 years ago. The pandemic revealed the importance of clean and safe teams maintaining a consistent uniformed presence on downtown streets. Safety concerns, whether real or perceived, remain barriers to regaining consumer confdence in the downtown experience. In cities with unhoused populations, deploying and/or sponsoring social impact teams, working collaboratively with local and county governments and other agencies, is a near-term strategy, while longer-term solutions should be advanced by regional coalitions. Activate storefronts and reinvent ofces: The lingering impacts from the pandemic have reafrmed the economic vitality role within DMOs. Storefront activation has become a priority in most downtowns as retail and restaurant sectors regain their post-pandemic footing. Non-white communities are vastly underserved by the retail sector on-the-whole, presenting additional options for downtowns. In the ofce market, DMOs can be thought partners with the local real estate community, ofering data, research, and knowledge of trends to help guide the reuse of outdated space. Local land use regulations and incentives may need to be adjusted to jump-start building conversions. Create inviting civic spaces…: The pandemic forced outside-the-box thinking, a result of which was the creative use of outdoor spaces to expand dining and retail options and to provide healthy places for people to gather. Many pandemic-era outdoor innovations should become permanent. Downtowns should advance new parks and gathering spaces that ofer a break from hardscapes. The greening of downtowns creates a more attractive living and working environment, plus ofers the beneft of moderating urban heat islands. Thinking outside the box shouldn’t just be a last resort, but part of the DMO ethos moving forward. …and program them diferently: Many DMOs are augmenting large festivals and events with frequent, smaller-scale, community-oriented programming that showcases local music, arts, and culture. Celebrating and inviting a community’s creative DNA into downtown can provide a multitude of benefts, from engaging local talent to curating unique experiences and activating storefronts and public spaces. Storytelling that expresses both current conditions and history from nearby neighborhoods or the city-at-large can be featured. Focus on creating amenities – and becoming a neighborhood – for living: Residential development remains a strong market opportunity for most downtowns, but downtowns need to look and feel like places residents want to be in order to take full advantage of the opportunity. To entice development, DMOs can focus on creating a variety of amenities that support a complete neighborhood, such as grocery and other residential services, dog parks and active recreation, a lively dining and entertainment scene, and child care to help attract and retain young families. Other more ambitious infrastructure changes are also benefcial, such as bufering sidewalks from auto trafc via more street trees and furnishings, widening sidewalks, adding parklet dining spaces, completing one- to-two-way street conversions, and improving pedestrian connections to surrounding neighborhoods. Options for afordable rental and ownership housing will be increasingly important. Downtown housing should also be viewed as a return-to-work strategy, as lengthy commutes are one of the top reasons workers prefer working remotely. TOP TEN GLOBAL TRENDS 2023 4 Page 45 of 972 “ The pandemic loss of the traditional ofce ecosystem Welcome diverse cultures, ofering both social and economic opportunities: Downtowns’ traditional roles as regional economic hubs and “town squares” continue as cities diversify, fueled by growing Gen Z (America’s frst non-white majority generation) and immigrant populations. DMOs can engage with diferent demographics through inclusion in programming, events, advocacy, and education. Economic opportunities, including business and/or property ownership, can pave the way for a new generation of diverse downtown stakeholders that are representative of the community’s future. It is critical for DMOs to work with neighbors and civic leaders to thwart the impacts of involuntary displacement or gentrifcation. Diversify revenue sources: DMOs that are dependent on assessment-based revenue may face shrinking budgets, as it is likely that commercial property valuations will be stagnant in the near-term and could erode in markets that are heavily dependent on ofce properties. A variety of options can be explored to diversify organizational revenue. A charitable nonproft afliate can become a conduit to philanthropic and corporate grants and sponsorships, plus its board leadership is not restricted to members or assessment-payers. Other options include parking revenue, event sponsorships, service contracts, and local government support. Be data-driven: It has never been more important for DMOs to use data – both original data that is collected via surveys and counts, as well as data from reliable external sources – to tell an accurate story of what’s happening in downtown. There’s an ongoing fascination from media and the general public about downtown recovery. If DMOs aren’t leading the charge by collecting, interpreting, and sharing the data, media – and in turn, the public – will draw has only reafrmed the vulnerability of single-sector downtowns and the necessity of reviving them as complete neighborhoods. from other sources that often do not paint a full or accurate picture. Downtown conditions are constantly evolving and newer data sources, such as mobile data, are becoming increasingly relied upon. It is important for DMOs to have staf that can “speak data” and dedicate resources to provide nuanced analysis to ofer an up-to-date and accurate story of downtown recovery. Collaborative and creative problem-solving needs to be the mantra of DMOs: As champions of downtowns, DMOs often fnd themselves caught between the goals of property and business owners, city ofcials, and other interests. Yet, given the regional, sometimes global, nature of many complex near-term challenges for downtowns, collaborative problem-solving will be critical moving forward. DMOs will need to represent downtown while working with partners in government, nonprofts, and other agencies, and be ready to participate in citywide and regional conversations. The challenges of today and tomorrow cement the importance of civic partnerships. Build infuence by adapting to a changing world: As Boomers retire, Gen X and Millennial leaders are taking the reins in corporate, government, and nonproft sectors. For many DMOs, this change is overdue, as traditional power has been established and held by legacy property and business owners. In a rapidly changing and diversifying world, the recipe for infuence has shifted. DMOs will be more infuential if their leadership is refective of and connected to the people of the region around them, diversifying by age, gender, race, and ethnicity. Pathways to guide the next generation of leaders should be created throughout DMO boards, committees, staf, and volunteer opportunities. PUMAWORLDHQ.COM 5 Page 46 of 972 TOP 10 GL OBAL TR E N DS OVE RVIE W ACCELERATION SINCE 2020 Demographics Lifestyles 01 02 03 04 05 CHANGING DEMOGRAPHICS TALENT & LABOR FUTURE OF WORK CONSUMER BEHAVIORS HOUSING CRISIS Aging country – all Labor shortages to Knowledge-based Strong spending trends National housing Boomers will be over remain through the workers seek fexible continue shortage, most dire at 65 by 2030 By 2034, those 65 and older will outnumber children (those under 18) in the U.S. for the frst time Millennials and Gen Z remain attracted to urban areas Population increasingly diverse, immigration fueling growth Several dimensions infuencing domestic migration, including proximity to family, politics, and climate change – but ultimately, afordability continues to drive migration patterns decade Millennials projected to make up 75% of workforce by 2026 Increased fexibility sought by workforce Great Reshufe as workers change jobs and professions Downtown-prominent industries like leisure, hospitality, and healthcare face a higher-than-average job opening rate while also projected to add the most jobs of any industry through this decade work arrangements, primarily to improve work-life balance, avoid unpleasant aspects of ofce work, and eliminate commutes Remote work particularly appeals to women and non-white knowledge workers Hybrid model and erosion of fve-day work week to remain Ofces (and downtowns) will need to add amenities – ofce attendance signifcantly higher in amenity-rich buildings and neighborhoods Residential conversion feasible for some buildings, not all Unprecedented channel switching and brand loyalty disruption – Millennial and Gen Z show strong preference for brands and stores refective of their values Non-white communities vastly under-served on retail, represent untapped purchasing power Preference for physical stores remains However, fundamental challenges for retail continue – labor shortages, wage pressures, infation, manufacturing costs, supply chain, and reduced foot trafc lower income levels Estimated shortfall of 3.8 million units nationally – expected to last through the end of the 2020s Increase in unhoused populations, concentrated in downtowns Demand for downtown housing remains strong Ofce-to-housing conversions increase, but not a panacea Diverse residential base and housing options now key for downtown viability TOP TEN GLOBAL TRENDS 2023 6 Page 47 of 972 Detailed Trend narratives with links to supporting research can be found on the Global Trends webpage at pumaworldhq.com Disruption 06 07 08 09 10 ACCELERATION SINCE 2020 FINDING COMMUNITY IN A POLARIZED AGE PUBLIC HEALTH & SAFETY CLIMATE & ENVIRONMENT TECHNOLOGY GROWING INEQUITY & INEQUALITY Over last two decades, Pandemic – immense Increasingly extreme, Artifcial Intelligence Income inequality Americans have public health toll and damaging, and deadly the next big infuence continues to grow – at increasingly chosen downtown disruptor weather events in the economy, its highest point in the to live in places that refect their values More politically polarized by place, less interaction Increasing divergence between red and blue America – partisan sorting, but at county rather than state level Growth in loneliness, drop in friendship rates Downtowns building on historic role as regional “third places” where communities can come together, celebrate Acceleration of challenges related to mental health, gun violence, and opioid epidemic U.S. life expectancy at lowest level since 1996, signifcantly below other wealthy nations America’s homelessness crisis intertwined with public health challenges Downtowns face perception and reality challenges from increases in crime and unwanted behaviors However, not yet afecting migration patterns A greater concern amongst Millennials and Gen Z, one bridging political divides Extreme heat and fooding as chief downtown concerns Resilient downtowns – more permeable, tree canopy, green infrastructure, building design innovations Federal investments near-term, but remains hyper-politicized impacts uncertain Cybersecurity remains a priority Friction between data gathering, security, and privacy Growth of surveillance technology in cities and downtowns Electrifcation technologies having a moment, with greatest impact to-date on mobility sector – continued growth in EVs, e-bikes, e-scooters, and infrastructure to support post-WWII era Pronounced along racial and ethnic lines – white Americans have 84% of wealth, Black Americans 4% Displacement concerns in neighborhoods adjacent to downtowns Combating inequality continues to be a strong value among many of downtowns’ key constituents Gen Z more politically and socially active, 80% won’t work for companies that don’t refect their values PUMAWORLDHQ.COM 7 Page 48 of 972 PROGRESSIVE URBAN MANAGEMENT ASSOCIATES Immersive | Market-Based | Tactical Progressive Urban Management Associates (P.U.M.A.) is a national leader in helping communities and organizations across the country create and sustain thriving places. We advise clients on a wide range of community planning, economic development, organizational management, and fnancial solutions. Downtown action plans, strategic planning, and business improvement district (BID) formation and renewal are specialties of the frm. Since 1993, we have advised more than 300 clients in 39 states, Canada, and the Caribbean. For more information, please visit pumaworldhq.com. Left to right: Yvette Freeman, Daniel Makela, Andrea Buglione, Amanda Kannard, Brad Segal, Naomi Lacewell PHOTO CREDITS: Page 2: AndreyKrav Page 3 (L to R): ampueroleonardo; Downtown Cleveland Alliance; Bethesda Urban Partnership Page 4-5: Autumn Murphy, Studio Serra Photography (Downtown San Diego Partnership) INTERNATIONAL DOWNTOWN ASSOCIATION The International Downtown Association is the premier association of urban place managers who are shaping and activating dynamic downtown districts. Founded in 1954, IDA represents an industry of more than 2,500 place management organizations that employ 100,000 people throughout North America. Through its network of diverse practitioners, its rich body of knowledge, and its unique capacity to nurture community-building partnerships, IDA provides tools, intelligence, and strategies for creating healthy and dynamic centers that anchor the wellbeing of towns, cities, and regions of the world. IDA members are downtown champions who bring urban centers to life. For more information on IDA, visit downtown.org. ACKNOWLEDGEMENTS P.U.M.A.’s 2023 Global Trends Report was led by P.U.M.A. Senior Vice President Daniel Makela. P.U.M.A. President Brad Segal served as the executive editor, collecting input from the entire P.U.M.A. team. P.U.M.A. Associate Naomi Grunditz Lacewell and Interns Ethan Greene and Frances Murray provided research support. P.U.M.A. Senior Associate Andrea Buglione designed the report. Final content was reviewed by IDA. We thank David Downey and Cathy Lin for their review, edits, and insights. This edition is backed up by over 150 sources. More detailed Trend narratives and supporting research can be found from the Global Trends page at pumaworldhq.com. © 2023 Progressive Urban Management Associates All Rights Reserved Page 49 of 972 Update to the Englewood Forward Comprehensive Plan Project Introduction and Direction October 22, 2024 Presented By: John Voboril, Senior Planner Pa g e 5 0 o f 9 7 2 Agenda • Review working draft, Parts 1 and 2 • Review Global Trends Report • Applying Global Trends Report to Downtown Englewood – Map Exercise Pa g e 5 1 o f 9 7 2 Review Working Draft Parts 1 and 2 Foreword Page 3: Themes Include here and in part I, or exclude here? Part 1: The Importance of Englewood Page 12: Other Existing Plan Exclude here, provide reference to original plan document? Pa g e 5 2 o f 9 7 2 Review Working Draft Parts 1 and 2 Part 2: Englewood’s Framework Page 19: Goals and Objectives Exclude here and provide reference to original document? Pa g e 5 3 o f 9 7 2 Global Trends Report • Downtowns have recently come out of COVID-19 global pandemic. • The pandemic greatly accelerated trends that hit downtowns hard- fundamental transformations of downtown markets. • Downtowns are experiencing exciting opportunities for positive change but also face strong headwinds from trends. Pa g e 5 4 o f 9 7 2 Global Trends Report: Conclusions • Pandemic was the great accelerator of trending change. • Demographics remain favorable but cannot be taken for granted. • All downtown real estate sectors require fresh thinking. • Downtowns play a critical role as central gathering places. • Downtown’s challenges will require local and regional collaboration. • Downtowns will benefit from embracing new leadership. Pa g e 5 5 o f 9 7 2 Global Trends Report: Management Implications • Fundamentals (clean, safe) are still fundamental. • Activate storefronts and reinvent offices. • Create inviting civic spaces, program them differently. • Focus on amenities to become a neighborhood for living. Pa g e 5 6 o f 9 7 2 Global Trends Report: Top 10 Overview 01 Changing Demographics 02 Talent and Labor ^ 03 Future of Work ^ 04 Consumer Behaviors ^ 05 Housing Crisis ^ Pa g e 5 7 o f 9 7 2 Global Trends Report: Top 10 Overview 06 Finding Community in a Polarized Age ^ 07 Public Health and Safety ^ 08 Climate and Environment ^ 09 Technology 10 Growing Inequity and Inequality ^ Pa g e 5 8 o f 9 7 2 Global Trends Report: Downtown Map Exercise • Three copies of a large format map of Downtown Englewood • Split into groups of three. • Using the global trends as a guide, brainstorm ideas for improving Downtown Englewood. • Document directly on map with markers, or with sticky notes. Pa g e 5 9 o f 9 7 2 TO: Planning and Zoning Commission THRU: Brad Power FROM: Bryan Isham, John Voboril DATE: November 19, 2024 SUBJECT: Case 2024-03 Comprehensive Plan Update Community Development staff have completed collecting a majority of the basic annual indicators outlined in the comprehensive plan. The following memo provides detailed analysis, observations, and conclusions, and invites questions and commentary from commission members. Live Indicators Live indicators are focused on housing market data:  Home Value  Home Ownership  Household Size  Housing Unit Construction  Housing Construction Fees  Multi-Unit Rental Market Home Value Between 2016 and 2024, single family home values rose from $318,000 to $534,000, an increase of 67.9 percent, averaging 8.5 percent each year. Condominium home values rose from $239,000 to $365,500, an increase of 52.9 percent, averaging 6.6 percent annually. The annual rate of increase has outstripped income increases. This trend is partly rooted in the Great Recession of 2008. Virtually no housing was produced over the following six years. At the same time, household formation accelerated due to a record-sized generation coming of age, and steady migration from other states. Although condominium values are only 68 percent of single-unit homes, condominiums remain a very small segment of the Englewood market, and few are available for sale at any given time. Home Ownership Relative housing market unit shortages have led to an increase in the rate of home ownership due to the placement of rental properties back onto the owner-occupied market. Fast rising home prices allowed landlords to sell rental properties for significant profits to home buyers Page 60 of 972 intending to use these properties as primary residences. The single-unit home ownership rate has increased from 77.7 percent in 2016 to 79.6 percent in 2024. Average Household Size Average household size has remained steady in Englewood for many years. Average household size was much higher during the baby boom years than today, as children were a major impetus for leaving the city center and relocating to the suburbs. As waves of larger homes were constructed in second and third ring suburbs, relatively smaller Englewood housing unit stock was deemed no longer attractive to a large percentage of family households. The city took a number of measures to counteract the loss of families, including densification in the Baker Park Neighborhood, and the promotion of housing additions. However, the city has continued to see reductions in families with children households over the long run. Average household size is currently 2.1, virtually identical to the 2016 figure of 2.2. Housing Unit Construction The city has experienced a modest number of detached single-unit home replacements over the last eight years, averaging approximately 9 per year. Most of this activity has occurred in the northeast quadrant of the city, within the R-1-C zone district, where attached townhomes on smaller lots are not permitted. The city has experienced significant numbers of attached single- unit townhome construction. Attached townhome development has commenced as both single- unit scrape and infill, and as larger planned unit development rezoning clusters such as General Iron Works in northwest Englewood and the more recent Metropolitan Homes development at Huron Street and Ithaca Avenue. Single-unit scrape and infill sites generally attract higher priced units, while the planned unit development units can be offered at more affordable price points. The city has experienced the development of over 500 attached townhome units since 2016. In 2001, multi-unit apartments were completed as part of the CityCenter Englewood redevelopment of the Cinderella City Mall, adjacent to the Englewood Light Rail Transit Station. After that time, virtually no multi-unit residential development occurred within the city until 2015, with the development of Kent Place. Multi-unit residential unit rents were relatively affordable during that time, as demand and supply generally favored renters. Kent Place was quickly followed by Bell Cherry Hills, Oxford Station, Broadway Lofts, General Iron Works, and Traditions. Broadway Lofts, General Iron Works, and Traditions are low-income housing tax credit developments. The multi-unit market then experienced a slow down for a number of years but began to ramp up again in 2023 and 2024. Over the period 2015-2024, the city has experienced the construction of a total of 2,088 new multi-unit residential units, for an average of over 200 units per year. Recently, a trend toward higher end units has taken hold within the Wellness District. Portions of the Wellness District adjacent to Swedish Medical Center and Craig Hospital are zoned to allow buildings heights up to 145 feet. A 14-story high-rise is nearing completion, and a similar project is currently in the planning stage. Multi-unit Residential Housing Rental Market Rents have generally kept pace with home price increases. Rents increased by over 60 percent between 2014 and 2024. Steadily increasing rents have spurred renewed interest in multi- residential development in Englewood. Rent increases have generally outpaced income gains, resulting in increasing affordability challenges for low- and moderate-income households. Page 61 of 972 Vacancy rates have typically remained at around 5 percent, with a recent uptick to 6.7 percent as a result of the recent wave of project completions. Housing Construction Fees Housing development fees derived primarily from attached townhome construction were consistently strong until significant interest rate increases resulted in a slowing of the for-sale housing market. Work Indicators Work indicators include the following data points:  Employment  Number of Businesses  Median Household Income  Jobs/Housing Balance  Office and Industrial Real Estate Market Employment Employment numbers have not changed significantly in Englewood for the time period 2016- 2022. The medical sector has experienced significant growth, but most other sectors have either remained flat, or have experienced a slight amount of shrinkage. During that time period, the city lost one of its primary employers, Sports Authority, a recreational equipment retailer office headquarters due to changing retail markets in which it no longer was able to compete. Employment also dipped during the COVID-19 pandemic lockdown but has mostly recovered as of 2024. Number of Businesses The number of businesses located within Englewood has increased between 2016 and 2022. However, the majority of these new businesses are sole proprietorships which are not currently positioned to add significant numbers of employees. Median Household Income Household income has risen steadily in Englewood over the last ten years. The Great Recession of 2008 caused a shift in the Englewood population, as new households of younger, higher income residents located within the city. As the economy steadily improved over time, the city experienced significant gains in median household income. Incomes have improved in a number of census block groups that now no longer qualify to be included in the city enterprise zone. The median household income in 2022 was $79,325 according to the five year estimate from the American Community Survey. Jobs/Housing Balance Page 62 of 972 Due to the increase in housing units and a flat local job market, the number of jobs per housing unit has fallen from 1.8 in 2016 to 1.3 in 2022. Englewood residents are more dependent on finding work outside of the city than they were in 2016. Office and Industrial Real Estate Market The office real estate market has generally stayed consistent over time. The COVID-19 pandemic led to an increase in office space vacancy as many companies downsized in favor of remote work. Some of this space has been reabsorbed by new office market entrants. Due to an overall excess of office space in the Denver Metro Area, there is little reason to expect new office development in Englewood over the next ten years, with the exception being the medical office category. The industrial real estate market has been generally characterized by very low vacancy rates, with modest upward pressure on rents. Vacancy is most likely to occur in large sized properties that are no longer in demand by a single business in this part of the Denver Metro Area. An example of this type of property is the Karcher site. Karcher has moved the majority of its industrial production to a site located near Denver International Airport, leaving a significant campus of industrial space for lease. Shop Indicators Shop indicators include the following data points:  Retail Real Estate Market  Healthy Food Access  Sales and Regular Use Tax Retail Real Estate Market Retail real estate market rents have increased at a moderate, consistent rate over the course of the last ten years. Vacancy rates have been relatively low during this time period. Englewood saw additions of new retail square footage coming out of the Great Recession at the front end of the growth cycle. There has been no retail square footage expansion from 2019 onwards. The retail real estate market has been negatively impacted by the COVID-19 pandemic recession and the acceleration of online merchandising. Healthy Food Access The percentage of households within easy walking or biking distance of grocery stores has steadily improved over time as new residential units have been added near major retail hubs, or with the addition of a new entrant into the grocery market. Twenty-five percent of Englewood households are now located within a quarter-mile radius of a grocery store, while 66.8 percent of Englewood households are now located within a half-mile radius of a grocery store. As part of the 15-minute city concept, almost 87 percent of Englewood households are located within a 15-minute walk of a grocery store. Sales and Regular Use Tax Page 63 of 972 The city’s sales and regular use tax collections have consistently increased each year, with the exception of the first year of the COVID-19 pandemic, when strict lock downs were put in place. Even in the face of such negative business conditions, tax collection was merely flat and not negative. Tax collection has become more stable as all major online retailers are now calculating and charging sales tax on all items purchased. The city has also taken measures to ensure more effective rates of sales tax collection from online purchases. Move Indicators Move indicators include the following data points:  Trip Distribution to Work  Bike Lanes and Sharrow Markings  Walk Score Trip Distribution to Work Driving alone to work has decreased consistently over time. The reduction in driving alone work trips is contrasted with increases in non-work trips, as well as increases in the total amount of work trips due to population and employment increases. Transit trips to work have significantly decreased due to a range of challenges including personal safety, transit driver shortages, and decreases in demand for work trips to Downtown Denver. Telecommuting has increased significantly due to new technology applications and the COVID-19 pandemic experience. Bike Lanes and Sharrows The city has worked to increase bicycle safety through the implementation of bike lanes and sharrow markings. The city has increased bicycle lane miles from less than 1 mile in 2014 to 7.9 miles in 2024 with additional lanes being approved with recent Planned Unit Development projects. There are currently 4.4 miles of sharrow marked lanes. Walk Score The city’s overall Walk Score increased from 55 in 2014 to a peak of 63 from 2017-2020. Walk Score has since fallen to 61. The city’s Downtown Walk Score has fared better, remaining in the low 90’s for the ten-year time period. Learn Indicators Learn indicators include the following data points:  Educational Attainment  Water Use Educational Attainment The city’s percentage of residents holding a bachelor’s degree or higher increased from 32 percent in 2014 to 44.3 percent in 2023, based on the American Community Survey (ACS) 5 Page 64 of 972 Year Averages. The 2023 ACS 1 Year Average is listed as 50.5 percent. The city has rapidly become attractive to a younger, highly educated demographic. Conversely, Englewood as an affordable community for all demographic groups is an emerging challenge. Water Use Water use increased rapidly in Englewood between 2014 and 2020, due to an abundance of city water supply, and relatively low prices. However, beginning in 2021 and carrying into 2022, water consumption has decreased for both residential and commercial accounts. Consumers are becoming more aware of their water use and are making efforts to use water more efficiently. Play Indicators Play indicators include the following data points:  Park Level of Service  Park Access Park Level of Service Park level of service has remained stable over the last ten years. Smaller, new park spaces were developed over the last ten years, while city population has also increased. Park level of service is a relatively difficult indicator for the city to improve upon due to the lack of opportunity to acquire new park space in a built-out city. Park Access The percentage of residential units within a quarter-mile and a half-mile of a park has diverged over time. The quarter-mile figure peaked in 2022, while the half-mile figure continued increasing to 77.1 percent in 2024. The most likely reason is that new developments are mostly occurring within the US Highway 285 corridor, where there is a scarcity of park space located within a quarter mile, but not within a half mile. ATTACHMENTS: 1. Englewood Forward Indicators Update 2. Accessory Dwelling Unit Projects 2020-2024 3. Detached Home Projects 2014-2024 4. Multi-family Residential Projects 2014-2024 5. Townhome Projects 2011-2024 6. Staff Presentation Page 65 of 972 Englewood Forward: The 2016 Englewood Comprehensive Plan Annual Indicators Update 11/12/2024 Indicator 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Total Percent Change Predominant Plan Theme Population 32,394 31,877 33,773 33,698 34,056 34,259 (34,917) 33,659 33,500 33,634 34,274 5.8% Live Typical Home Value Single Family - Seasonally Adjusted $318,000 $350,000 $376,000 $394,000 $423,000 $496,000 $561,000 $527,000 $534,000 67.9% Live Typical Home Value Condo - Seasonally Adjusted $239,000 $259,000 $278,000 $288,000 $297,000 $333,000 $390,000 $364,000 $365,500 52.9% Live Typical Home Value All Homes - Seasonally Adjusted $314,000 $345,200 $370,500 $388,100 $417,100 $487,600 $550,300 $514,000 $524,500 67.0% Live Home Ownership Rate - All Units 45.6% 48.5% 48.5% 52.0% 47.9% 48.3% 48.1% 49.2% 49.0% Live Home Ownership Rate - Single Family 77.7% 78.0% 78.1% 76.3% 78.8% 78.7% 78.5% 77.8% 79.6% Live Average Household Size 2.1 2.2 2.2 2.2 2.2 2.2 2.2 2.1 2.1 Live New Single Family Detached Units Constructed 7 5 17 18 11 4 7 1 9 12 3 94 Live New Single Family Attached (Townhome) Units Constructed - ƚƚĂĐŚĞĚ ,ŽŵĞƐƐƐŽĐŝĂƚĞĚǁŝƚŚWhƐŝŶWĂƌĞŶƚŚĞƐŝƐ 8 13 27 27 60 (23) 96 (33) 123 (44) 80 32 14 57 (24) 537 Live New Multi-family Units Constructed 0 299 336 515 114 0 178 90 0 356 200 2,088 Live 1 Pa g e 6 6 o f 9 7 2 Englewood Forward: The 2016 Englewood Comprehensive Plan Annual Indicators Update 11/12/2024 Indicator 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Total Percent Change Predominant Plan Theme Housing Units Demolished 3 17 18 22 43 33 38 26 7 13 3 223 Live Fees Collected on Single Family Construction $114,482 $275,332 $345,747 $771,490 $665,674 $688,048 $615,371 $427,352 $319,937 $585,991 $112,481 Live Multi-Unit Property Real Estate Market Average Rent 1 BR $938 $1,013 $1,028 $1,063 $1,122 $1,166 $1,152 $1,264 $1,323 $1,440 $1,446 54.2% Live Average Rent 2 BR $1,391 $1,444 $1,472 $1,504 $1,584 $1,619 $1,547 $1,739 $1,841 $1,972 $1,997 69.7% Live Average Rent All Units $1,123 $1,189 $1,214 $1,247 $1,318 $1,334 $1,297 $1,443 $1,518 $1,640 $1,655 68.5% Live Rent per Square Foot $1.37 $1.47 $1.50 $1.54 $1.63 $1.72 $1.67 $1.86 $1.95 $2.08 $2.06 66.5% Live Yearly Net Unit Number Increase 12 300 362 538 142 67 270 145 34 369 257 Live Vacancy Rate 4.4% 9.4% 4.9% 6.2% 5.4% 4.7% 5.2% 5.1% 5.4% 6.3% 6.7% Live Employment 26,162 25,812 25,490 25,049 24,068 24,735 25,349 -3.1% Work Number of Buinesses 1,660 1,702 1,729 1,724 1,762 1,837 1,972 18.1% Work Median Household Income $46,776 $47,046 $50,184 $55,655 $56,586 $59,774 $66,399 $72,193 $79,325 $88,162 88.5% Work Jobs/Housing Balance 1.8 1.7 1.6 1.5 1.4 1.4 1.3 Work Office Real Estate Market Rent per Square Foot 17.24 18.19 19.06 20.39 $22.68 $21.58 $22.04 $22.89 $23.57 $23.15 $23.65 37.2% Work Vacancy Rate 8.9% 10.5% 8.4% 7.8% 6.4% 6.5% 8.4% 11.5% 6.2% 7.4% 7.7% Work Yearly Net SF Increase 0 -36,182 7,000 0 0 0 0 0 0 0 0 -29,182 Work Industrial Real Estate Market 2 Pa g e 6 7 o f 9 7 2 Englewood Forward: The 2016 Englewood Comprehensive Plan Annual Indicators Update 11/12/2024 Indicator 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Total Percent Change Predominant Plan Theme Rent per Square Foot $7.43 $8.16 $8.82 $9.51 $10.26 $10.43 $10.69 $11.23 $12.39 $12.81 $13.02 75.2% Work Vacancy Rate 3.6% 1.3% 2.0% 2.9% 1.5% 0.9% 2.9% 3.8% 1.9% 4.2% 3.6% Work Yearly Net SF Increase -6,200 -10,875 -41,269 0 2,000 0 0 -10,875 0 0 0 -67,219 Work Retail Real Estate Market Rent per Square Foot $17.37 $18.24 $19.00 $19.98 $20.98 $21.64 $21.58 $22.31 $23.52 $22.27 $24.74 42.4% Shop Vacancy Rate 2.5% 3.0% 3.1% 3.2% 6.0% 4.6% 8.0% 7.4% 4.6% 3.4% 3.6% Shop Yearly Net SF Increase 24,241 -10,068 13,925 27,405 11,534 0 0 -2,415 0 0 0 64,622 Shop Sales and Regular Use Tax Revenue (Millions) $24.83 $26.60 $26.30 $27.92 $30.66 $31.44 $31.85 $34.26 $40.37 Shop Healthy Food Access - Proximity to Full Service Grocery Store % of residential units within a quarter mile 14.3% 18.5% 20.1% 23.2% 25.0% Shop % of residential units within a half mile 47.1% 61.8% 61.9% 63.4% 66.8% Shop % of residential units within three quarters mile (15 min. city) 86.9% Trip Distribution by Mode Share Drive Alone 75.0% 76.9% 77.0% 77.5% 77.5% 75.9% 73.3% 68.8% 67.2% Move Carpool 9.0% 6.8% 6.9% 7.6% 7.8% 7.9% 9.1% 8.8% 7.7% Move Transit 7.0% 7.3% 7.3% 5.4% 5.4% 6.2% 4.3% 4.2% 3.8% Move Walk/Bike 3.0% 4.2% 4.2% 4.6% 4.5% 4.5% 3.4% 3.3% 3.3% Move Work from Home 3.8% 3.7% 3.9% 4.1% 4.2% 4.6% 8.4% 13.1% 16.2% Bike Lanes (miles) 0.8 0.8 0.8 0.8 2.8 2.8 3.7 3.7 5.3 7.3 7.9 0.0% Move Bike Sharrows (miles) 0 2.8 2.8 2.8 2.8 2.8 4.4 4.4 4.4 4.4 4.4 0.0% Move Walk Score - Overall 55 61 61 63 63 63 63 61 61 61 61 14.6% Move Walk Score - Downtown 90 90 90 90 90 90 90 93 93 92 92 0.0% Move Educational Attainment (% of residents holding a bachelor's degree or higher) 33.2% 33.1% 36.0% 37.9% 40.3% 37.7% 40.1% 42.2% 44.3% 50.5% Learn Water Use - Single Unit Residential (thousands of gallons) 626,346 618,082 706,767 755,781 768,507 960,675 1,122,254 747,137 812,015 22.7% Learn 3 Pa g e 6 8 o f 9 7 2 Englewood Forward: The 2016 Englewood Comprehensive Plan Annual Indicators Update 11/12/2024 Indicator 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Total Percent Change Predominant Plan Theme Water Use - Commercial and Multi-unit Residential (thousands of gallons) 642,935 648,159 678,520 726,524 930,849 1,072,675 1,108,256 952,364 916,234 44.8% Learn Parks Level of Service (acres per 1,000 residents) 5.3 5.7 5.5 5.3 5.3 5.3 Play Park Access % of residential units within quarter mile 35.0% 42.6% 44.3% 43.7% 42.4% 38.5% Play % of residential units within half mile 65.4% 72.9% 74.1% 73.8% 74.3% 77.1% Play 4 Pa g e 6 9 o f 9 7 2 L L L I E L D T RE E S T R R L RA T S A E N A 0 S S JEFFERSON AVE. N A E T T N LI S U.S . 8 5 S A N T A F E D R . ZU N I S T . OWE BLVD. RVING ST. F ERA BLVD. WARREN AVE. WESLEY AVE. DECA UR ST. AMHERST AVE. CORNELL AVE. DARTMOUTH AVE. EASTMAN AVE. FLOYD AVE. TEJON ST. WIND M RE ST. PECO ST. S. PLA TE IVE DR. RARD AVE. U.S. 285 HAMPDEN AVE. VA LEJO ST. GI RI AN ST. Accessory Dwelling Unit (ADU) Projects 2020-2024 LIPAN ST. JA ON ST. HURON ST. FOX ST. D L WARE ST. BA NOCK ST. MANSF BRO DWAY 0 HERMAN ST. LOGAN ST. PEARL ST. CLARK ON ST. OGDEN ST. City of Englewood, Colorado Comprehensive Plan Update: JEFFERSON AVE. KENYON AVE. LEH GH AVE. IELD AVE. NASSAU AVE. OXFORD AVE. PRINCETON AVE. NCY AVE. FF AVE. STANFORD AVE. DOW ING ST. L FAY E ST. FRA KLIN ST. LAYTON AVE. CHENANGO AVE. W LIAM ST. RACE ST. G GRAND AVE. AYLORD S T. EW AVE. UNIVERSITY BLVD. EVANS AVE. ILIFF AVE. HARVARD AVE. VASSAR AVE. YALE AVE. BATES AVE. I QUI RADCLI TUFTS AVE. UNION AVE. BELLEVI CENTENNIAL AVE. ADU Projects 2020 (2) ADU Projects 2021 (2) ADU Projects 2022 (4) ADU Projects 2023 (2) ADU Projects 2024 (5) IMajor Streets 0 1,500 3,000 4,500Local Streets FeetCity Limits S:\jvoboril\gis\Comp Plan 2024\ADU Projects 2020-2024 Page 70 of 972 L L L I E L D T RE E S T R R L RA T S A E N A 0 S S JEFFERSON AVE. N A E T T N LI S U.S . 8 5 S A N T A F E D R . ZU N I S T . OWE BLVD. RVING ST. F ERA BLVD. WARREN AVE. WESLEY AVE. DECA UR ST. AMHERST AVE. CORNELL AVE. DARTMOUTH AVE. EASTMAN AVE. FLOYD AVE. TEJON ST. WIND M RE ST. PECO ST. S. PLA TE IVE DR. RARD AVE. U.S. 285 HAMPDEN AVE. VA LEJO ST. GI RI AN ST. LIPAN ST. JA ON ST. HURON ST. FOX ST. D L WARE ST. BA NOCK ST. MANSF BRO DWAY 0 HERMAN ST. LOGAN ST. PEARL ST. CLARK ON ST. OGDEN ST. City of Englewood, Colorado Comprehensive Plan Update: Detached Home Projects 2014-2024 JEFFERSON AVE. KENYON AVE. LEH GH AVE. IELD AVE. NASSAU AVE. OXFORD AVE. PRINCETON AVE. NCY AVE. FF AVE. STANFORD AVE. DOW ING ST. L FAY E ST. FRA KLIN ST. LAYTON AVE. CHENANGO AVE. W LIAM ST. RACE ST. G GRAND AVE. AYLORD S T. EW AVE. UNIVERSITY BLVD. EVANS AVE. ILIFF AVE. HARVARD AVE. VASSAR AVE. YALE AVE. BATES AVE. I QUI RADCLI TUFTS AVE. UNION AVE. BELLEVI CENTENNIAL AVE. Detached Homes 2014-2016 (24) Detached Homes 2017-2020 (36) Detached Homes 2021-2024 (25) Major Streets ILocal Streets City Limits 0 1,500 3,000 4,500 Feet S:\jvoboril\gis\Comp Plan 2024\Detached Home Projects 2014-2024 Page 71 of 972 BA N N O C K S T . S. P L A T T E R I V E R D R . LO G A N S T . JEFFERSON AVE. RA C E S T . FO X S T . DO W N I N G S T . ILIFF AVE. OG D E N S T . BR O A D W A Y 0 0 DARTMOUTH AVE. PE A R L S T . GA Y L O R D S T . FR A N K L I N S T . CL A R K S O N S T . MANSFIELD AVE. HARVARD AVE. LA F A Y E T T E S T . BATES AVE. DE C A T U R S T . RADCLIFF AVE. STANFORD AVE. ZU N I S T . AMHERST AVE. SH E R M A N S T . UNION AVE. CORNELL AVE. FLOYD AVE. GIRARD AVE. CENTENNIAL AVE. WI L L I A M S S T . GRAND AVE. CHENANGO AVE. JA S O N S T . LEHIGH AVE. RA R I T A N S T . LI P A N S T . NASSAU AVE. FE D E R A L B L V D . LAYTON AVE. IR V I N G S T . PRINCETON AVE. OXFORD AVE. EVANS AVE. U.S . 8 5 S A N T A F E D R . BELLEVIEW AVE. KENYON AVE. TUFTS AVE. LO W E L L B L V D . WESLEY AVE. HU R O N S T . YALE AVE. WARREN AVE. UN I V E R S I T Y B L V D . VASSAR AVE. U.S. 285 HAMPDEN AVE. EASTMAN AVE. QUINCY AVE. DE L A W A R E S T . WI N D E R M E R E S T . TE J O N S T . PE C O S S T . VA L L E J O S T . JEFFERSON AVE. City of Englewood, Colorado Comprehensive Plan Update: Mulit-Unit Residential Projects 2014-2024 I 0 1,500 3,000 4,500 Feet Completed Less than 50 51 - 100 101 - 200 201 - 299 Under Construction Less than 100 101 - 200 201 - 303 Approved Less than 50 51 - 100 101 - 166 Housing Opportunities in Future CityCenter Redevelopment Major Streets Local Streets City Limits S:\jvoboril\gis\Comp Plan 2024\MF Residential Projects 2014-2024 Page 72 of 972 L L L I E L D T RE E S T R R L RA T S A E N A 0 S S JEFFERSON AVE. N A E T T N LI S U.S . 8 5 S A N T A F E D R . ZU N I S T . OWE BLVD. RVING ST. F ERA BLVD. WARREN AVE. WESLEY AVE. DECA UR ST. AMHERST AVE. CORNELL AVE. DARTMOUTH AVE. EASTMAN AVE. FLOYD AVE. TEJON ST. WIND M RE ST. PECO ST. S. PLA TE IVE DR. RARD AVE. U.S. 285 HAMPDEN AVE. VA LEJO ST. GI RI AN ST. LIPAN ST. JA ON ST. HURON ST. FOX ST. D L WARE ST. BA NOCK ST. MANSF BRO DWAY 0 HERMAN ST. LOGAN ST. PEARL ST. CLARK ON ST. OGDEN ST. City of Englewood, Colorado Comprehensive Plan Update: Townhome Projects 2011-2024 JEFFERSON AVE. KENYON AVE. LEH GH AVE. IELD AVE. NASSAU AVE. OXFORD AVE. PRINCETON AVE. NCY AVE. FF AVE. STANFORD AVE. DOW ING ST. L FAY E ST. FRA KLIN ST. LAYTON AVE. CHENANGO AVE. W LIAM ST. RACE ST. G GRAND AVE. AYLORD S T. EW AVE. UNIVERSITY BLVD. EVANS AVE. ILIFF AVE. HARVARD AVE. VASSAR AVE. YALE AVE. BATES AVE. I QUI RADCLI TUFTS AVE. UNION AVE. BELLEVI CENTENNIAL AVE. Townhomes 2011-2016 (57) Townhomes 2017-2020 (314) Townhomes 2021-2024 (182) Major Streets ILocal Streets City Limits 0 1,500 3,000 4,500 Feet S:\jvoboril\gis\Comp Plan 2024\plots\townhome projects 2011-2024 Page 73 of 972 Update to the Englewood Forward Comprehensive Plan Indicators November 19, 2024 Presented By: John Voboril, Senior Planner Pa g e 7 4 o f 9 7 2 Agenda • Review and Discuss Indicators Pa g e 7 5 o f 9 7 2 Live Indicators Summary • Home values have increased faster than incomes. • Single-unit homes are largely out of reach for first time home buyers. • Townhomes priced from $800K to over $1M, built on infill scrape sites. • Attainable townhomes are developed on larger sites (Iron Works Village). • Rising rents and low vacancy rates indicate need for continued development of multi-unit residential properties. • New housing for very low-income populations will require subsidies. Pa g e 7 6 o f 9 7 2 Live Indicators Conclusions The city may continue to provide zoning capacity for housing development based on updated provisions in Title 16 and investigate potential opportunities to expand zoning capacity in industrial and transitional areas. Multi-unit residential projects are expected to continue in the following locations: • Englewood Station/CityCenter District • Oxford Station • South Broadway Main Street District • Wellness District • South Broadway Corridor • Federal/Belleview Pa g e 7 7 o f 9 7 2 Live Indicators Conclusions Infill higher priced townhomes are likely to continue to be developed in existing zoned areas: • NW Quadrant – General Iron Works Area • NE Quadrant – Lincoln/Sherman Streets, Wellness District • SW Quadrant – Acoma • SE Quadrant – Lincoln/Sherman Large site attainable townhome opportunities may be located in: • Baker Park • South of Hampden • Union Avenue Pa g e 7 8 o f 9 7 2 Live Indicators Conclusions The Unified Development Code incorporates incremental density increases within R-1 zone districts through: • Accessory Dwelling Units • Cottage Homes • Corner Lots Analyze and investigate missing middle zoning development potential: • MU-R-3-A, MU-R-3-B, MU-R-3-C, R-2-A, R-2-B Other thoughts? Discussion. Pa g e 7 9 o f 9 7 2 Work Indicators Summary • Medical sector employment is consistently growing over time. • Employment growth in most other sectors will likely remain stable over the long term. • Potential for property purchase and conversion to offices for small professional service firms. • Small business startups -potential growth opportunities. Focus of city’s economic development program. Pa g e 8 0 o f 9 7 2 Work Indicators Conclusions • Investigate future expansion needs of hospitals and facilitate through master planning opportunities. • Investigate potential opportunities for office conversions. • Other thoughts? Discussion. Pa g e 8 1 o f 9 7 2 Shop Indicators Summary • Major chain retail demand is permanently shrinking. • RiverPoint has competitive advantages over Englewood locations as a regional shopping center. • Past studies have indicated that Englewood has an abundance of retail space, including spaces that are challenging to lease. • The city is fortunate to offer a number of grocery store options. Pa g e 8 2 o f 9 7 2 Shop Indicators Conclusions • Investigate potential opportunities for retail conversions. • Redevelopment along Broadway corridor may attract new investment in commercial space. • Encourage and foster more retail development in the Wellness District to serve residents and district visitors and employees. • Other thoughts? Discussion. Pa g e 8 3 o f 9 7 2 Move Indicators Summary • City has significant potential for walkability/bikeability due to the established grid street system. • City is providing bike lanes and sharrow markings. • Based on recent ridership trends, the regional transit system should be reassessed. • Shared bicycle/scooter services are missing. • Very difficult to improve Walk Scores through infrastructure improvements alone. Pa g e 8 4 o f 9 7 2 Move Indicators Conclusions • City is currently finalizing plans for Old Hampden pedestrian/bicycle corridor. • City is currently developing design plans for Rail Trail Corridor. • City is planning for improvements along Broadway, south of Hampden. • City and EDDA have recently conducted planning exercises for Little Dry Creek Trail and Englewood Parkway. • Potential to expedite planning and implementation of N-S Walk-n-Wheel projects. • Other thoughts? Discussion. Pa g e 8 5 o f 9 7 2 Learn Indicators Summary • As the city continues to attract younger, highly- educated residents, the affordability challenges for many demographic groups are increasing. Other cities in the region share in this trend. • Consumers are becoming more aware of their water use and are making efforts to use water more efficiently. Pa g e 8 6 o f 9 7 2 Learn Indicators Conclusions • Explore the development of additional workforce and attainable housing to retain opportunities for all demographic groups to live in the community. • The city’s sustainability programs have been successful in creating awareness of conservation opportunities. • Other thoughts? Discussion. Pa g e 8 7 o f 9 7 2 Play Indicators Summary • Park level of service has remained stable over the last ten years. • Park level of service is a challenging indicator to improve upon due to the lack of opportunity to acquire new park space. • Residential development is improving the half-mile access percentage but not quarter-mile. Pa g e 8 8 o f 9 7 2 Play Indicators Conclusions • Parks Department will facilitate new parks improvements via the recent bond measure. • Need to identify other opportunities in comprehensive plan update. • Other thoughts? Discussion. Pa g e 8 9 o f 9 7 2 Englewood Forward Comprehensive Plan Update Progress Report December 16, 2024 Presented By: John Voboril, Senior Planner Pa g e 9 0 o f 9 7 2 • Public Open House Kick Off – Nov. 19, 2024 • PZC Project Introduction – Oct. 8, 2024 • PZC Study Session – Oct. 22, 2024 • PZC Study Session – Nov. 19, 2024 Comprehensive Plan Update Summary Pa g e 9 1 o f 9 7 2 Comprehensive Plan Update: Open House Project Goals • Incorporate supporting plans, studies, and projects. • Bring indicator data up to date. • Revise and consolidate maps/policies, include new neighborhoods. • Incorporate direction for recent state land use legislation. • Development of a future work programs. Pa g e 9 2 o f 9 7 2 Comprehensive Plan Update: Open House What is Not Included in the Update • Does not revisit and make changes to Unified Development Code. • Does not rezone property. • Does not change themes, goals, and objectives. • Does not change land use intensity category for R-1 and R-2 zoned areas. Pa g e 9 3 o f 9 7 2 Comprehensive Plan Update: Open House Station 1: Plan Update Expectations, City Planning 101 Station 2: Englewood City Planning History – 1969 Plan, 1979 Plan Station 3: Englewood City Planning History – 2003 Plan, 2017 Plan Station 4: Comprehensive plan Scope of Work – Part 1, Part 2 Station 5: Comprehensive Plan Scope of Work – Part 3, Part 4 Pa g e 9 4 o f 9 7 2 Comp Plan Update: Oct. 22 Study Session Global Trends Report – Conclusions for Downtowns • Pandemic was the great accelerator of trending change. • Demographics remain favorable but cannot be taken for granted. • All downtown real estate sectors require fresh thinking. • Downtowns play a critical role as central gathering places. • Downtowns most pressing challenges will require collaboration. • Downtowns will benefit from new generation of leadership. Pa g e 9 5 o f 9 7 2 Comp Plan Update: Oct. 22 Study Session Global Trends Report – Implications for Management • Fundamentals (clean, safe) remain fundamental. • Activate storefronts and reinvent offices. • Create inviting civic spaces, program them differently. Pa g e 9 6 o f 9 7 2 Comp Plan Update: Nov. 19 Study Session Indicator Data Plan Theme Total Number of Indicators Positive Trending or Neutral Negative Trending New Concerning Indicators Live 12 8 4 0 Home Values -Rapidly Increasing, decreasing affordability. Permit Fees New Constructions -Sharp decrease in 2024 (high interest rates). Work 10 7 3 0 Jobs Housing Balance -Housing stock growing, while employment growth remains flat. Shop 7 6 0 1 Move 9 7 2 0 Transit and biking/walking to work have recently declined. Learn 3 3 0 0 Play 3 3 0 0 Pa g e 9 7 o f 9 7 2 Comprehensive Plan Update Council Questions and Discussion Pa g e 9 8 o f 9 7 2 MINUTES City Council Regular Meeting Monday, December 2, 2024 1000 Englewood Parkway - 2nd Floor Council Chambers 6:00 PM 1 Study Session Topic a) Director of Community Development Brad Power and Chief Building Official Karen Montanez were present to provide information on building codes and homeowners serving as their own contractor on residential projects. The meeting recessed at 6:58 p.m. for a break. The meeting reconvened at 7:07 p.m. with five Council Members present. Member Prange attended virtually, Member Nunnenkamp and Member Ward were absent. b) Director of Finance Kevin Engels presented the October 2024 General Fund Monthly Financial Report 2 Call to Order The regular meeting of the Englewood City Council was called to order by Mayor Sierra at 7:07 p.m. 3 Pledge of Allegiance The Pledge of Allegiance was led by Mayor Sierra 4 Roll Call COUNCIL PRESENT: Mayor Othoniel Sierra Mayor Pro Tem Joe Anderson Council Member Rita Russell Council Member Tena Prange - attended virtually Council Member Kim Wright COUNCIL ABSENT: Council Member Chelsea Nunnenkamp Council Member Steve Ward STAFF PRESENT: City Manager Lewis City Attorney Niles Senior Deputy City Clerk McKinnon Deputy City Clerk Prado Page 1 of 8 Draft Page 99 of 972 City Council Regular December 2, 2024 Deputy City Manager Dodd Judge Jefferson, Municipal Court Director of Finance Engels Director of Parks, Recreation, Library and Golf Underhill Director of Community Development Power Director of Communications Harguth Deputy Police Chief Fender Chief Building Official Montanez, Community Development Court Administrator Julien, Municipal Court Neighborhood Engagement Program Manager Hinkfuss, Communications Management Fellow Ramsey, City Manager's Office Audio Visual Engineer Hessling, Information Technology System Administrator Munnell, Information Technology Officer Raddell, Police Department 5 Consideration of Minutes of Previous Session a) Minutes of the Regular City Council Meeting of November 18, 2024. Moved by Council Member Rita Russell Seconded by Council Member Joe Anderson APPROVAL OF THE MINUTES OF THE REGULAR CITY COUNCIL MEETING OF NOVEMBER 18, 2024. For Against Abstained Rita Russell (Moved By) x Othoniel Sierra x Joe Anderson (Seconded By) x Tena Prange x Kim Wright x 5 0 0 Motion CARRIED. b) Minutes of the Special City Council Meeting of November 25, 2024. Moved by Council Member Joe Anderson Seconded by Council Member Kim Wright APPROVAL OF THE MINUTES OF THE REGULAR CITY COUNCIL MEETING OF NOVEMBER 25, 2024. For Against Abstained Rita Russell x Othoniel Sierra x Joe Anderson (Moved By) x Page 2 of 8 Draft Page 100 of 972 City Council Regular December 2, 2024 Tena Prange x Kim Wright (Seconded By) x 5 0 0 Motion CARRIED. 6 Recognitions a) City Council honored the top 13 students whose artwork will be featured in the 2025 student art calendar.  Elizabeth Campbell  Ava Powell  Marli Lighthill  Carlene Steininger  Alexandria Anderson  Taleah Shocky  Otil Mallaney  Jadyce Boyes  Anya Gupta  Liv Cooper  Vivian Green  Cecilla Powell 7 Appointments, Communications and Proclamations There were no Appointments, Communications or Proclamations scheduled. 8 Recognition of Public Comment a) Chris Tenorio, a Denver resident, addressed Council. Council Member Russell responded to public comment. 9 Consent Agenda Items Mayor Sierra removed Agenda Item 9(c)(iv) from Consent Agenda. Council Member Russell removed Agenda Items 9(a)(i), 9(b)(i) and 9(c)(iv) from Consent Agenda. Moved by Anderson seconded by Council Member Russell to approve Agenda Items 9(c)(i-iii and v). a) Approval of Ordinances on First Reading i) CB-61 2025 Mill Levy Ordinance for the General Obligation Parks and Recreation Bond Page 3 of 8 Draft Page 101 of 972 City Council Regular December 2, 2024 [Clerks Note: This agenda item was removed from the Consent Agenda motion and considered independently.] Moved by Council Member Joe Anderson Seconded by Council Member Tena Prange COUNCIL BILL NO. 51, INTRODUCED BY COUNCIL MEMBER ANDERSON A BILL FOR AN ORDINANCE ESTABLISHING THE 2024 GENERAL OBLIGATION BOND MILL LEVY COLLECTED IN 2025 FOR PARKS IMPROVEMENTS WITHIN THE CITY OF ENGLEWOOD, For Against Abstained Rita Russell x Othoniel Sierra x Joe Anderson (Moved By) x Tena Prange (Seconded By) x Kim Wright x 5 0 0 Motion CARRIED. b) Approval of Ordinances on Second Reading. i) CB-57 Special Event Regulations [Clerks Note: This agenda item was removed from the Consent Agenda motion and considered independently.] Moved by Council Member Joe Anderson Seconded by Council Member Kim Wright ORDINANCE NO. 58 SERIES OF 2024 (COUNCIL BILL NO. 57 INTRODUCED BY COUNCIL MEMBER ANDERSON) AN ORDINANCE AMENDING ENGLEWOOD MUNICIPAL CODE TITLE 5 CHAPTER 20, SPECIAL EVENTS, TO CLARIFY REQUIREMENTS FOR REQUIRED EVENT LICENSES WITHIN THE CITY OF ENGLEWOOD. For Against Abstained Rita Russell x Othoniel Sierra x Joe Anderson (Moved By) x Tena Prange x Page 4 of 8 Draft Page 102 of 972 City Council Regular December 2, 2024 Kim Wright (Seconded By) x 5 0 0 Motion CARRIED. c) Resolutions and Motions i) Resolution - Reappoint Municipal Court Judge Sprecace RESOLUTION NO. 34 SERIES OF 2024 A RESOLUTION APPOINTING DAVID A. SPRECACE AS AN ASSOCIATE MUNICIPAL JUDGE FOR THE CITY OF ENGLEWOOD, COLORADO. ii) Resolution - Reappoint Municipal Court Judge Charlton RESOLUTION NO. 35 SERIES OF 2024 A RESOLUTION APPOINTING KLARALEE R. CHARLTON AS AN ASSOCIATE MUNICIPAL JUDGE FOR THE CITY OF ENGLEWOOD, COLORADO. iii) Resolution - Increase Associate Judges Salary RESOLUTION NO. 36 SERIES OF 2024 A RESOLUTION TO INCREASE THE HOURLY RATE OF COMPENSATION FOR ASSOCIATE MUNICIPAL JUDGES. iv) Resolution - Presiding Judge Salary Increase [Clerks Note: This agenda item was removed from the Consent Agenda motion and considered independently.] Moved by Council Member Othoniel Sierra Seconded by Council Member Joe Anderson RESOLUTION NO. 37 SERIES OF 2024 A RESOLUTION ESTABLISHING THE ANNUAL SALARY FOR THE MUNICIPAL COURT JUDGE OF THE CITY OF ENGLEWOOD, COLORADO. For Against Abstained Rita Russell x Othoniel Sierra (Moved By) x Joe Anderson (Seconded By) x Tena Prange x Page 5 of 8 Draft Page 103 of 972 City Council Regular December 2, 2024 Kim Wright x 3 2 0 Motion CARRIED. v) Motion - Golf Action Plan for Broken Tee Golf Course Approval of the Golf Action Plan for Broken Tee Golf Course. Moved by Council Member Joe Anderson Seconded by Council Member Rita Russell Motion to approve Consent Agenda Items 9(c)(i-iii and v). For Against Abstained Rita Russell (Seconded By) x Othoniel Sierra x Joe Anderson (Moved By) x Tena Prange x Kim Wright x 5 0 0 Motion CARRIED. The meeting recessed at 8:20 p.m. for a break. The meeting reconvened at 8:28 p.m. with five Council Members present. Member Prange attended virtually, Member Nunnenkamp and Member Ward were absent. 10 Public Hearing Items There were no public hearings scheduled. 11 Ordinances, Resolutions and Motions a) Approval of Ordinances on First Reading i) CB-62 Amended Intergovernmental Agreement with Arapahoe County for a Tri-Cities Homelessness Coordinator Motion to table Council Bill #62 to the December 9, 2024, special meeting and December 16th as a second reading. Motion CARRIED. ii) CB-64 Ordinance amending Municipal Code regarding Natural Medicines Moved by Council Member Kim Wright Page 6 of 8 Draft Page 104 of 972 City Council Regular December 2, 2024 Seconded by Council Member Joe Anderson COUNCIL BILL NO. 64, INTRODUCED BY COUNCIL MEMBER WRIGHT A BILL FOR AN ORDINANCE AMENDING ENGLEWOOD MUNICIPAL CODE ESTABLISHING REGULATIONS FOR NATURAL MEDICINE BUSINESSES, PERONAL CULTIVATION. For Against Abstained Rita Russell x Othoniel Sierra x Joe Anderson (Seconded By) x Tena Prange x Kim Wright (Moved By) x 5 0 0 Motion CARRIED. b) Approval of Ordinances on Second Reading i) CB-58 Food Vendor Licensing Regulations Moved by Council Member Joe Anderson Seconded by Council Member Tena Prange ORDINANCE NO. 59 SERIES OF 2024 (COUNCIL BILL NO. 58 INTRODUCED BY COUNCIL MEMBER SIERRA) AN ORDINANCE AMENDING ENGLEWOOD MUNICIPAL CODE REGARDING FOOD VENDOR LICENSE, TO REQUIRE LICENSE FOR ALL FOOD VENDORS, REDUCE INSURANCE REQUIREMENTS, AND WAIVE LICENSE FEE FOR VENDORS LICENSED BY ARAPAHOE COUNTY. For Against Abstained Rita Russell x Othoniel Sierra x Joe Anderson (Moved By) x Tena Prange (Seconded By) x Kim Wright x 5 0 0 Motion CARRIED. c) Resolutions and Motions Page 7 of 8 Draft Page 105 of 972 City Council Regular December 2, 2024 There were no additional Resolutions and Motions (See Agenda Items 9(c)(i- v).) 12 General Discussion a) Mayor's Choice b) Council Members' Choice 13 City Manager’s Report 14 Adjournment MAYOR SIERRA MOVED TO ADJOURN. The meeting adjourned at 8:59 p.m. Senior Deputy City Clerk Page 8 of 8 Draft Page 106 of 972 MINUTES City Council Special Meeting Monday, December 9, 2024 1000 Englewood Pkwy – Community Room 6:00 PM 1 Call to Order The special meeting of the Englewood City Council was called to order by Mayor Pro Tem Anderson at 6:07 p.m. Three Council Members were absent and there was a lack of quorum for first reading of Council Bill No. 62. There was a consensus among members present to hear the presentation for the Tri-Cities Homelessness Plan of Action and all other items will be tabled until a date uncertain with all council members present. 2 Pledge of Allegiance 3 Roll Call COUNCIL PRESENT: Mayor Pro Tem Joe Anderson Council Member Chelsea Nunnenkamp Council Member Tena Prange Council Member Steven Ward COUNCIL ABSENT: Mayor Othoniel Sierra Council Member Rita Russell Council Member Kim Wright STAFF PRESENT: City Manager Lewis City Attorney Niles City Clerk Carlile Deputy City Manager Dodd Director of Finance Engels Director of Community Development Power Director of Communications Harguth Director of Utilities and South Platte Renew Van Ry Director of Public Works Rachael Director of Parks, Recreation, Library and Golf Underhill Police Chief Jackson Deputy Director of Utilities Stone Neighborhood Resource Manager Hinkfuss Planning Manager Isham Senior Planner Voboril Audio Visual Engineer Hessling, Information Technology System Administrator Munnell, Information Technology Page 1 of 2 Draft Page 107 of 972 City Council Special Meeting December 9, 2024 Officer Benkelman, Police Department 4 Approval of Ordinances on First Reading a) Approval of Amended Intergovernmental Agreement (IGA) with Arapahoe County for a Tri-Cities Homelessness Coordinator This item was tabled due to lack of quorum to December 16, 2024. Motion TABLED 5 Tri-Cities Homelessness Plan of Action a) Deputy City Manager Tim Dodd was present to review the draft extension of the Tri-Cities Homelessness Plan of Action. 6 2024 Mid-Year Capital Projects Review of the Capital Improvement Plan a) This study session item was tabled to a date uncertain. 7 Break - 10 minutes a) No break was taken. 8 Review of State Housing Laws a) This study session item was tabled to a date uncertain. 9 Progress report on Englewood Forward Comprehensive Plan Update a) This study session item was tabled to a date uncertain. 10 Reports from Board and Commission Council Liaisons 11 Council Member’s Choice 12 City Manager’s Choice 13 Adjournment MAYOR PRO TEM ANDERSON MOVED TO ADJOURN. The meeting adjourned at 6:33 p.m. City Clerk Page 2 of 2 Draft Page 108 of 972 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Nancy Wenig DEPARTMENT: Police DATE: December 16, 2024 SUBJECT: Acceptance of VOCA grant for the Police Department DESCRIPTION: This is a grant from the State of Colorado "Victims of Crime Act" (VOCA). RECOMMENDATION: Staff recommends approval of this item as written. PREVIOUS COUNCIL ACTION: Englewood City Council authorized the Police Department to apply for funding under the CVS Grants Program to be used for funding a part time Victim Advocate by the passage of Resolution No. 13, Series of 2018. The Grant was also presented to Council for the 2021/2022 Cycle Under Council Bill 42. SUMMARY: The Police Department has applied for and received funds from the Division of Criminal Justice and the Victims of Crime Act (VOCA) for a Part-Time Victim Advocate since 2018. Englewood Victim Assistance provides direct services to victims of crime. Advocates implement Rights afforded to crime victims pursuant to section 24-4.1-302.5. of the Colorado Revised Statutes, provide crisis intervention to victims on scene or over the phone as well as provide information on the Rights under the Victim Rights Act. Advocates provide services to help victims recover from the crime through support, information on Victim Compensation, connection to resources, information on the criminal justice process, and assuring safety of the victim. Advocates respond to crimes that fall under the Victim Rights Act and assist with felonious crimes, sexual assault, domestic violence, crimes against children, vehicular assaults or homicides, and other incidents that would result in trauma. The project funds a Part -Time Advocate who works the majority of the time on swing-shift (2:00 pm to Midnight). The current role is split by two people who each work 10 hours per week. Calls for service increase on Friday and Saturday during our swing-shift and the Advocates work these hours as well as a partial week day in order to make referrals to community agencies and provide follow-up assistance to victims. Providing professional advocacy during nights and weekends alleviates the need for as many volunteers and provides continuity of care for victims. It also allows for in-person rapport building with victims of crime, which leads to better understanding of the criminal justice process, Victim Rights, supports available to victims of crime, and a deeper participation in the recovery process. Page 109 of 972 ANALYSIS: Over the past several years, Victim Assistance has experienced a decline in our volunteer force and an increased call load. The decline in volunteer force is occurring Statewide and started with the COVID pandemic. Due to these factors, we require more staffing to meet the need of the community and to remain compliant with the Victim Rights Act. The acceptance of the VOCA Grant would allow the Police Department to maintain a part-time Advocate to meet the needs of the community. The part-time Advocate would work some nights and weekends to provide professional and compassionate Advocacy in the place of some volunteer hours. Since the beginning of acceptance of these funds, the part-time position has assisted 982 victims of crime and traumatic events in our community. The majority of these contacts are on-scene responses due to the Advocate riding in a patrol car with the Patrol Officer. This type of response is possible because of the grant funding. COUNCIL ACTION REQUESTED: Approval of an ordinance authorizing execution of an IGA to accept the grant. FINANCIAL IMPLICATIONS: The City would receive funding in the amount of $23,020.00 for a Part-Time Advocate for the year of 2025. The City would be responsible for $5,933.00 in salary for 2025. The volunteer match requirement has been waived. This is a unique funding cycle as the grant is typically a two year cycle, but VOCA initiated a one year cycle for 2025 due to the uncertainty of Federal Funds. The Police Department has applied for and received funding from the VOCA Grant since 2018: 2019/2020 cycle we received $50,850.00 and provided an in-kind volunteer match in the equivalent of $12,713.00. 2021/2022 cycle we received $50,270.00 with no match required due to COVID. 2023/2024 cycle we received $63,068.00 with no match required. CONNECTION TO STRATEGIC PLAN: This grant acceptance relates to Safety. OUTREACH/COMMUNICATIONS: There has been no input or outreach on this item. ATTACHMENTS: Council Bill Englewood PD Grant Agreement Exhibit D - Statement of Work Exhibit E - Budget Page 110 of 972 1 ORDINANCE COUNCIL BILL NO. 63 NO. _____________ INTRODUCED BY COUNCIL SERIES OF 2024 MEMBER _________________ A BILL FOR AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF ENGLEWOOD AND THE COLORADO DEPARTMENT OF PUBLIC SAFETY, DIVISION OF CRIMINAL JUSTICE FOR AN INTERGOVERNMENTAL GRANT AGREEMENT FOR A PART TIME VICTIM ADVOCATE WHEREAS, the United States Congress passed the Victims of Crime Act (VOCA) which provides federal financial support for victim assistant programs, and is funded through monetary penalties paid by federal offenders and is then distributed to the states; and WHEREAS, the Colorado Department of Public Safety, Division of Criminal Justice, Office for Victims Programs provides programs to support victims of crime and administers grant funding for victim service agencies; and WHEREAS, the Englewood Police Department provides victims of crime direct services implementing the rights afforded to crime victims pursuant to the Colorado Victim Rights Act; and WHEREAS, the City of Englewood has been approved for a VOCA grant in the amount of $23,020.00 to assist the Englewood Police Department in hiring a part time victim advocate; and WHEREAS, the passage of this Ordinance will authorize the City of Englewood to enter into an Intergovernmental Grant Agreement between the City of Englewood and the Colorado Department of Public Safety for a VOCA grant in the amount of $23,020.00; and WHEREAS, Article XIV, Section 18(2)(a) of the Constitution of the State of Colorado, and Part 2, Article 1, Title 29, C.R.S. encourages and authorizes intergovernmental agreements; and WHEREAS, Sections 29-1-203 and 29-1-203.5, C.R.S. authorize governments to cooperate and contract with one another to provide any function, service, or facility lawfully authorized to each. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Page 111 of 972 2 Section 1. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of an Intergovernmental Agreement with the Colorado Department of Public Safety, Division of Criminal Justice for an Intergovernmental Grant Agreement, in the form substantially the same as that attached hereto. Section 2. General Provisions The following general provisions and findings are applicable to the interpretation and application of this Ordinance: A. Severability. If any clause, sentence, paragraph, or part of this Ordinance or the application thereof to any person or circumstances shall for any reason be adjudged by a court of competent jurisdiction invalid, such judgment shall not affect, impair or invalidate the remainder of this Ordinance or its application to other persons or circumstances. B. Inconsistent Ordinances. All other Ordinances or portions thereof inconsistent or conflicting with this Ordinance or any portion hereof are hereby repealed to the extent of such inconsistency or conflict. C. Effect of repeal or modification. The repeal or modification of any provision of the Code of the City of Englewood by this Ordinance shall not release, extinguish, alter, modify, or change in whole or in part any penalty, forfeiture, or liability, either civil or criminal, which shall have been incurred under such provision, and each provision shall be treated and held as still remaining in force for the purposes of sustaining any and all proper actions, suits, proceedings, and prosecutions for the enforcement of the penalty, forfeiture, or liability, as well as for the purpose of sustaining any judgment, decree, or order which can or may be rendered, entered, or made in such actions, suits, proceedings, or prosecutions. D. Safety Clauses. The City Council hereby finds, determines, and declares that this Ordinance is promulgated under the general police power of the City of Englewood, that it is promulgated for the health, safety, and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The City Council further determines that the Ordinance bears a rational relation to the proper legislative object sought to be obtained. This Safety Clause is not intended to affect a Citizen right to challenge this Ordinance through referendum pursuant to City of Englewood Charter 47. E. Publication. Publication of this Ordinance may be by reference or in full in the City’s official newspaper, the City’s official website, or both. Publication shall be effective upon the first publication by either authorized method. Manuals, Municipal Code, contracts, and other documents approved by reference in any Council Bill may be published by reference or in full on the City’s official website; such documents shall be available at the City Clerk’s office and in the City Council meeting agenda packet when the legislation was adopted. F. Actions Authorized to Effectuate this Ordinance. The Mayor is hereby authorized and directed to execute all documents necessary to effectuate the approval authorized by this Ordinance, and the City Clerk is hereby authorized and directed to attest to such Page 112 of 972 3 execution by the Mayor where necessary. In the absence of the Mayor, the Mayor Pro Tem is hereby authorized to execute the above-referenced documents. The execution of any documents by said officials shall be conclusive evidence of the approval by the City of such documents in accordance with the terms thereof and this Ordinance. City staff is further authorized to take additional actions as may be necessary to implement the provisions of this Ordinance. G. Enforcement. To the extent this ordinance establishes a required or prohibited action punishable by law, unless otherwise specifically provided in Englewood Municipal Code or applicable law, violations shall be subject to the General Penalty provisions contained within EMC § 1-4-1. Page 113 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Page 1 of 15 Version 08.10.2021 (DCJ 04/28/22) GRANT AWARD LETTER (Intergovernmental Grant Agreement) SUMMARY OF GRANT AWARD TERMS AND CONDITIONS COVER PAGE State Agency Department of Public Safety, Division of Criminal Justice DCJ Grant Number 2024-VA-25-460-18 Grantee City of Englewood Federal Unique Entity Identifier (UEI) M9SHLFLLK295 Is this Award for Research and Development (R&D)? No Grant Issuance Date (Start Date) January 1, 2025 Grant Expiration Date (End Date) December 31, 2025 Grant Amount Federal Award # 15POVC-22-GG-00711-ASSI $11,510.00 Federal Award # 15POVC-23-GG-00390-ASSI $11,510.00 Total Grant Funds Awarded: $23,020.00 Local Match Amount Federal Award # 15POVC-22-GG-00711-ASSI $0.00 Federal Award # 15POVC-23-GG-00390-ASSI $0.00 Total Match Required: $0 Total Grantee Match Required: 0% Agreement Authority (State Authority) The Division of Criminal Justice is authorized to disburse these funds by Colorado Revised Statute 24-33.503 and 507. Grant Description This project provides law enforcement advocacy services to victims of crime in the city of Englewood. Grant Purpose This Grantee was selected by the Crime Victim Services Advisory Board. The federal Victims of Crime Act (VOCA) Program allows agencies to support activities that provide a broad range of direct services to victims of crime. Exhibits and Order of Precedence The following Exhibits and attachments are included with this Grant: 1.Exhibit A1, Sample Option Letter. 2.Exhibit A2, Sample Grant Funding Change Letter 3.Exhibit B, Grant Requirements. 4.Exhibit C, Special Conditions. 5.Exhibit D, Statement of Work. 6.Exhibit E, Budget. 7.Exhibit F, Federal Requirements. In the event of a conflict or inconsistency between this Grant and any Exhibit or attachment, such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: 1.Exhibit F, Federal Requirements. 2.Exhibit C, Special Conditions. 3.The provisions of the other sections of the main body of this Agreement. 4.Exhibit B, Grant Requirements. 5.Exhibit D, Statement of Work. 6.Exhibit E, Budget. Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 114 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Page 2 of 15 Version 08.10.2021 (DCJ 04/28/22) FEDERAL AWARD(S) APPLICABLE TO THIS GRANT AWARD Federal Award Office U.S. Department of Justice (US DOJ), Office of Justice Programs (OJP) Grant Program Victims of Crime Act (VOCA) CFDA 16.575-Crime Victim Assistance Federal Award Number(s) 15POVC-22-GG-00711-ASSI 15POVC-23-GG-00390-ASSI Federal Award Date 08/19/2022 08/23/2023 Federal Award End Date * 09/30/2025 09/30/2026 Federal Statutory Authority 34 U.S.C. § 20103 (a) 34 U.S.C. 20103(a) Total Amount of Federal Award (this is not the amount of this grant agreement) $24,883,530.00 $23,436,628.00 * The Federal Award End Date is current at the time of this award. All federal funds are subject to availability as described in §2 and §5 below. Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 115 of 972 Page 116 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Page 4 of 15 Version 08.10.2021 (DCJ 04/28/22) TABLE OF CONTENTS COVER PAGE ...................................................................................................................................... 1 FEDERAL AWARD(S) APPLICABLE TO THIS GRANT AWARD ................................................ 2 SIGNATURE PAGE ............................................................................................................................. 3 TABLE OF CONTENTS ...................................................................................................................... 4 1.GRANT ...................................................................................................................................... 4 2.TERM ........................................................................................................................................ 4 3.DEFINITIONS .......................................................................................................................... 5 4.STATEMENT OF WORK ........................................................................................................ 8 5.PAYMENTS TO GRANTEE .................................................................................................... 8 6.REPORTING - NOTIFICATION ............................................................................................. 9 7.GRANTEE RECORDS ........................................................................................................... 10 8.CONFIDENTIAL INFORMATION-STATE RECORDS ...................................................... 10 9.CONFLICTS OF INTEREST.................................................................................................. 12 10.INSURANCE .......................................................................................................................... 12 11.REMEDIES ............................................................................................................................. 12 12.DISPUTE RESOLUTION ....................................................................................................... 12 13.NOTICES AND REPRESENTATIVES ................................................................................. 12 14.RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ........................................ 12 15.GOVERNMENTAL IMMUNITY .......................................................................................... 13 16.GENERAL PROVISIONS ...................................................................................................... 13 EXHIBIT A1, SAMPLE OPTION LETTER ........................................................................................ 1 EXHIBIT A2, GRANT FUNDING CHANGE LETTER ..................................................................... 1 EXHIBIT B, GRANT REQUIREMENTS ............................................................................................ 1 EXHIBIT C, SPECIAL CONDITIONS ................................................................................................ 1 EXHIBIT D, STATEMENT OF WORK .............................................................................................. 1 EXHIBIT E, BUDGET .......................................................................................................................... 1 EXHIBIT F, FEDERAL REQUIREMENTS ........................................................................................ 1 1.GRANT As of the Grant Issuance Date, the State Agency shown on the first page of this Grant Award Letter (the “State”) hereby obligates and awards to Grantee shown on the first page of this Grant Award Letter (the “Grantee”) an award of Grant Funds in the amounts shown on the first page of this Grant Award Letter. By accepting the Grant Funds provided under this Grant Award Letter, Grantee agrees to comply with the terms and conditions of this Grant Award Letter and requirements and provisions of all Exhibits to this Grant Award Letter. 2.TERM A.Initial Grant Term and Extension The Parties’ respective performances under this Grant Award Letter shall commence on the Grant Issuance Date and shall terminate on the Grant Expiration Date unless sooner terminated or further extended in accordance with the terms of this Grant Award Letter. Upon request of Grantee, the State may, in its sole discretion, extend the term of this Grant Award Letter in accordance with §16.D. aocusign bnvelope faW PAPUMAOCJ1PU4J4AcOJUP94JaA4a4U9S4bOO Page 117 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Page 5 of 15 Version 08.10.2021 (DCJ 04/28/22) B. Early Termination in the Public Interest The State is entering into this Grant Award Letter to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Grant Award Letter ceases to further the public interest of the State or if State, Federal or other funds used for this Grant Award Letter are not appropriated, or otherwise become unavailable to fund this Grant Award Letter, the State, in its discretion, may terminate this Grant Award Letter in whole or in part by providing written notice to Grantee that includes, to the extent practicable, the public interest justification for the termination. If the State terminates this Grant Award Letter in the public interest, the State shall pay Grantee an amount equal to the total reimbursement payable under this Grant Award Letter that corresponds to the Work satisfactorily completed, as determined by the State, less payments previously made. This subsection shall not apply to a termination of this Grant Award Letter by the State for breach by Grantee. C. Grantee’s Termination Under Federal Requirements Grantee may request termination of this Grant by sending notice to the State which includes the reasons for the termination and the effective date of the termination. If this Grant is terminated in this manner, then Grantee shall return any advanced payments made for work that will not be performed prior to the effective date of the termination. 3. DEFINITIONS The following terms shall be construed and interpreted as follows: A. “Budget” means the budget for the Work described in Exhibit E, Budget. B. “Business Day” means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1), C.R.S. C. “CJI” means criminal justice information collected by criminal justice agencies needed for the performance of their authorized functions, including, without limitation, all information defined as criminal justice information by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy, as amended and all Criminal Justice Records as defined under §24-72-302, C.R.S. D. “CORA” means the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S. E. “Grant Award Letter” means this letter which offers Grant Funds to Grantee, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future updates thereto. F. “Grant Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Grant Award Letter. G. “Grant Expiration Date” means the Grant Expiration Date shown on the first page of this Grant Award Letter. H. “Grant Issuance Date” means the Grant Issuance Date shown on the first page of this Grant Award Letter. aocusign bnvelope faW PAPUMAOCJ1PU4J4AcOJUP94JaA4a4U9S4bOO Page 118 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Page 6 of 15 Version 08.10.2021 (DCJ 04/28/22) I. “Exhibits” exhibits and attachments included with this Grant as shown on the first page of this Grant J. “Extension Term” means the period of time by which the Grant Expiration Date is extended by the State through delivery of an updated Grant Award Letter K. “Federal Award” means an award of Federal financial assistance or a cost-reimbursement contract under the Federal Acquisition Regulations by a Federal Awarding Agency to the Recipient. “Federal Award” also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. L. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient. See Federal Award(s) Applicable to this Grant. M. “Goods” means any movable material acquired, produced, or delivered by Grantee as set forth in this Grant Award Letter and shall include any movable material acquired, produced, or delivered by Grantee in connection with the Services. N. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access or disclosure of State Confidential Information or of the unauthorized modification, disruption, or destruction of any State Records. O. “Initial Term” means the time period between the Grant Issuance Date and the Grant Expiration Date. P. “Matching Funds” means the funds provided Grantee as a match required to receive the Grant Funds. Q. “Party” means the State or Grantee, and “Parties” means both the State and Grantee. R. “PCI” means payment card information including any data related to credit card holders’ names, credit card numbers, or the other credit card information as may be protected by state or federal law. S. “PII” means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of birth, mother’s maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. PII includes, but is not limited to, all information defined as personally identifiable information in §§24-72-501 and 24-73-101, C.R.S. T. “PHI” means any protected health information, including, without limitation any information whether oral or recorded in any form or medium: (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. PHI includes, but is not limited to, any information defined as Individually Identifiable Health Information by the federal Health Insurance Portability and Accountability Act. aocusign bnvelope faW PAPUMAOCJ1PU4J4AcOJUP94JaA4a4U9S4bOO Page 119 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Page 7 of 15 Version 08.10.2021 (DCJ 04/28/22) U. “Recipient” means the State Agency shown on the first page of this Grant Award Letter, for the purposes of the Federal Award. V. “Services” means the services to be performed by Grantee as set forth in this Grant Award Letter, and shall include any services to be rendered by Grantee in connection with the Goods. W. “State Confidential Information” means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, PHI, PCI, Tax Information, CJI, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Contractor which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions at the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. X. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a), C.R.S. Y. “State Fiscal Year” means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. Z. “State Records” means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. AA. “Sub-Award” means this grant by the State (a Recipient) to Grantee (a Subrecipient) funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to this Sub-Award unless the terms and conditions of the Federal Award specifically indicate otherwise. BB. “Subcontractor” means third-parties, if any, engaged by Grantee to aid in performance of the Work. This establishes a procurement relationship. The subcontractor provides goods or services for the benefit of the purchaser. CC. “Subgrantee” means third-parties, if any, engaged by Grantee or Subgrantee to aid in performance of the Work. This establishes a grant relationship. The beneficiary, not the purchaser, receives benefit from the work. There may be multiple tiers of subgrantees/subrecipients that do not include procurement transactions. DD. “Subrecipient” means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organization entity that receives a Sub-Award from a Recipient to carry out part of a Federal program, but does not include an individual that is a beneficiary of such program. A Subrecipient may also be a recipient of other Federal Awards directly from a Federal Awarding Agency. For the purposes of this Grant, Grantee is a Subrecipient. EE. “Tax Information” means Federal and State of Colorado tax information including, without limitation, Federal and State tax returns, return information, and such other tax -related information as may be protected by Federal and State law and regulation. Tax Information aocusign bnvelope faW PAPUMAOCJ1PU4J4AcOJUP94JaA4a4U9S4bOO Page 120 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Page 8 of 15 Version 08.10.2021 (DCJ 04/28/22) includes, but is not limited to all information defined as Federal tax information in Internal Revenue Service Publication 1075. FF. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200, commonly known as the “Super Circular, which supersedes requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. GG. “Work” means the delivery of the Goods and performance of the Services described in this Grant Award Letter. HH. “Work Product” means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. “Work Product” does not include any material that was developed prior to the Grant Issuance Date that is used, without modification, in the performance of the Work. Any other term used in this Grant Award Letter that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 4. STATEMENT OF WORK Grantee shall complete the Work as described in this Grant Award Letter and in accordance with the provisions of Exhibit E and Exhibit F. The State shall have no liability to compensate or reimburse Grantee for the delivery of any goods or the performance of any services that are not specifically set forth in this Grant Award Letter. 5. PAYMENTS TO GRANTEE A. Maximum Amount Payments to Grantee are limited to the unpaid, obligat ed balance of the Grant Funds. The State shall not pay Grantee any amount under this Grant that exceeds the Grant Amount shown on the first page of this Grant Award Letter. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. The State shall not be liable to pay or reimburse Grantee for any Work performed or expense incurred before the Grant Issuance Date or after the Grant Expiration Date; provided, however, that Work performed and expenses incurred by Grantee before the Grant Issuance Date that are chargeable to an active Federal Award may be submitted for reimbursement as permitted by the terms of the Federal Award. B. Federal Recovery The close-out of a Federal Award does not affect the right of the Federal Awarding Agency or the State to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made within the Record Retention Period, as defined below. C. Matching Funds aocusign bnvelope faW PAPUMAOCJ1PU4J4AcOJUP94JaA4a4U9S4bOO Page 121 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Page 9 of 15 Version 08.10.2021 (DCJ 04/28/22) Grantee shall provide the Local Match Amount shown on the first page of this Grant Award Letter and described in Exhibit F. Grantee shall appropriate and allocate all Local Match Amounts to the purpose of this Grant Award Letter. Grantee does not by accepting this Grant Award Letter irrevocably pledge present cash reserves for payments in future fiscal years, and this Grant Award Letter is not intended to create a multiple-fiscal year debt of Grantee. Grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Grantee’s laws or policies. D. Reimbursement of Grantee Costs The State shall reimburse Grantee’s allowable costs, not exceeding the maximum total amount described in this Grant Award Letter for all allowable costs described in this Grant Award Letter and shown in the Budget, except that Grantee may adjust the amounts between each line item of the Budget without formal modification to this Agreement as long as the Grantee provides notice to and receives written approval from the State of the change, the change does not modify the total maximum amount of this Grant Award Letter or the maximum amount for any state fiscal year, and the change does not modify any requirements of the Work. The State shall reimburse Grantee for the Federal share of properly documented allowable costs related to the Work after the State’s review and approval thereof, subject to the provisions of this Grant. The State shall only reimburse allowable costs if those costs are: (i) reasonable and necessary to accomplish the Work and for the Goods and Services provided; and (ii) equal to the actual net cost to Grantee (i.e. the price paid minus any items of value received by Grantee that reduce the cost actually incurred). E. Close-Out Grantee shall close out this Grant within 45 days after the Grant Expiration Date. To complete close out, Grantee shall submit to the State all deliverables (including documen tation) as defined in this Grant Award Letter and Grantee’s final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. If the Federal Awarding Agency has not closed this Federal Award within 1 year and 90 days after the Grant Expiration Date due to Grantee’s failure to submit required documentation, then Grantee may be prohibited from applying for new Federal Awards through the State until such documentation is submitted and accepted. 6. REPORTING - NOTIFICATION A. Performance and Final Status Grantee shall submit all financial, performance and other reports to the State no later than the end of the close out described in §5.E, containing an evaluation and review of Grantee’s performance and the final status of Grantee’s obligations hereunder. B. Violations Reporting Grantee shall disclose, in a timely manner, in writing to the State all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. The State or the Federal Awarding Agency may impose any penalties for noncompliance allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include, without limitation, suspension or debarment. aocusign bnvelope faW PAPUMAOCJ1PU4J4AcOJUP94JaA4a4U9S4bOO Page 122 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Page 10 of 15 Version 08.10.2021 (DCJ 04/28/22) 7. GRANTEE RECORDS A. Maintenance and Inspection Grantee shall make, keep, and maintain, all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to this Grant for a period of three years following the completion of the close out of this Grant. Grantee shall permit the State to audit, inspect, examine, excerpt, copy and transcribe all such records during normal business hours at Grantee’s office or place of business, unless the State determines that an audit or inspection is required without notice at a different time to protect the interests of the State. B. Monitoring The State will monitor Grantee’s performance of its obligations under this Grant Award Letter using procedures as determined by the State. Grantee shall allow the State to perform all monitoring required by the Uniform Guidance, based on the State’s risk analysis of Grantee. The State shall have the right, in its sole discretion, to change its monitoring procedures and requirements at any time during the term of this Agreement. The State shall monitor Grantee’s performance in a manner that does not unduly interfere with Grantee’s performance of the Work. If Grantee enters into a subcontract or subgrant then the subcontract or subgrant entered into by Grantee shall contain provisions permitting both Grantee and the State to perform all monitoring of that subcontractor or subgrantee in accordance with the Uniform Guidance, and other State procedure. C. Final Audit Report Grantee shall promptly submit to the State a copy of any final audit report of an audit performed on Grantee’s records that relates to or affects this Grant or the Work, whether the audit is conducted by Grantee or a third party. Additionally, if Grantee is required to perform a single audit under 2 CFR 200.501, et seq., then Grantee shall submit a copy of the results of that audit to the State within the same timelines as the submission to the federal government. 8. CONFIDENTIAL INFORMATION-STATE RECORDS A. Confidentiality Grantee shall hold and maintain, and cause all Subgrantee and Subcontractors to hold and maintain, any and all State Records that the State provides or makes available to Grantee for the sole and exclusive benefit of the State, unless those State Records are otherwise publically available at the time of disclosure or are subject to disclosure by Grantee under CORA. Grantee shall not, without prior written approval of the State, use for Grantee’s own ben efit, publish, copy, or otherwise disclose to any third party, or permit the use by any third party for its benefit or to the detriment of the State, any State Records, except as otherwise stated in this Grant Award Letter. Grantee shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. If Grantee or any of its Subgrantees or Subcontractors will or may receive the following types of data, Grantee or its Subgrantees and Subcontractors shall provide for the security of such data according to the following: (i) the most recently promulgated IRS Publication 1075 for all Tax Information and in accordance with the Safeguarding Requirements for Federal Tax aocusign bnvelope faW PAPUMAOCJ1PU4J4AcOJUP94JaA4a4U9S4bOO Page 123 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Page 11 of 15 Version 08.10.2021 (DCJ 04/28/22) Information attached to this Grant as an Exhibit, if applicable, (ii) the most recently updated PCI Data Security Standard from the PCI Security Standards Council for all PCI, (iii) the most recently issued version of the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy for all CJI, and (iv) the federal Health Insurance Portability and Accountability Act for all PHI and the HIP AA Business Associate Agreement attached to this Grant, if applicable . Grantee shall immediately forward any request or demand for State Records to the State’s principal representative. B. Other Entity Access and Nondisclosure Agreements Grantee may provide State Records to its agents, employees, assigns, Subgrantees and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns, Subgrantees and Subcontractors who require access to perform their obligations under this Grant Award Letter. Grantee shall ensure all such agents, employees, assigns, Subgrantees and Subcontractors sign nondisclosure agreements with provisions at least as protective as those in this Grant, and that the nondisclosure agreements are in force at all times the agent, employee, assign, Subgrantees or Subcontractor has access to any State Confidential Information. Grantee shall provide copies of those signed nondisclosure restrictions to the State upon request. C. Use, Security, and Retention Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Grantee shall provide the State with access, subject to Grantee’s reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Grant, Grantee shall return State Records provided to Grantee or destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Grantee becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. After an Incident, Grantee shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. E. Safeguarding PII If Grantee or any of its Subgrantees or Subcontractors will or may receive PII under this Agreement, Grantee shall provide for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, aocusign bnvelope faW PAPUMAOCJ1PU4J4AcOJUP94JaA4a4U9S4bOO Page 124 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Page 12 of 15 Version 08.10.2021 (DCJ 04/28/22) data storage encryption, data transmission encryption, security inspections, and audits. Grantee shall be a “Third-Party Service Provider” as defined in §24-73-103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S. 9. CONFLICTS OF INTEREST Grantee shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Grantee under this Grant. Grantee acknowledges that, with respect to this Grant, even the appearance of a conflict of interest shall be harmful to the State’s interests and absent the State’s prior written approval, Grantee shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Grantee’s obligations under this Grant. If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the appearance of a conflict has arisen, Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State’s consideration. 10. INSURANCE Grantee shall maintain at all times during the term of this Grant such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the “GIA”). Grantee shall ensure that any Subgrantees and Subcontractors maintain all insurance customary for the completion of the Work done by that Subgrantee or Subcontractor and as required by the State or the GIA. 11. REMEDIES In addition to any remedies available under any exhibit to this Grant Award Letter, if Grantee fails to comply with any term or condition of this Grant or any terms of the Federal Award, the State may terminate some or all of this Grant and require Grantee to repay any or all Grant funds to the State in the State’s sole discretion. The State may also terminate this Grant Award Letter at any time if the State has determined, in its sole discretion, that Grantee has ceased performing the Work without intent to resume performance, prior to the completion of the Work. 12. DISPUTE RESOLUTION Except as herein specifically provided otherwise or as required or permitted by federal regulations related to any Federal Award that provided any of the Grant Funds, disputes concerning the performance of this Grant that cannot be resolved by the designated Party representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager or official designated by Grantee for resolution. 13. NOTICES AND REPRESENTATIVES Each Party shall identify an individual to be the principal representative of the designating Party and shall provide this information to the other Party. All notices required or permitted to be given under this Grant Award Letter shall be in writing, and shall be delivered either in hard copy or by email to the representative of the other Party. Either Party may change its principal representative or principal representative contact information by notice submitted in accordance with this §13. 14. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION Grantee hereby grants to the State a perpetual, irrevocable, non-exclusive, royalty free license, with the right to sublicense, to make, use, reproduce, distribute, perform, display, create derivatives of aocusign bnvelope faW PAPUMAOCJ1PU4J4AcOJUP94JaA4a4U9S4bOO Page 125 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Page 13 of 15 Version 08.10.2021 (DCJ 04/28/22) and otherwise exploit all intellectual property created by Grantee or any Subgrantees or Subcontractors or Subgrantees and paid for with Grant Funds provided by the State pursuant to this Grant. 15. GOVERNMENTAL IMMUNITY Liability for claims for injuries to persons or property arising from the negligence of the Parties, their departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24 -10- 101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. 16. GENERAL PROVISIONS A. Assignment Grantee’s rights and obligations under this Grant are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Grantee’s rights and obligations approved by the State shall be subject to the provisions of this Grant Award Letter. B. Captions and References The captions and headings in this Grant Award Letter are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Grant Award Letter to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. C. Entire Understanding This Grant Award Letter represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Grant Award Letter. D. Modification The State may modify the terms and conditions of this Grant by issuance of an updated Grant Award Letter, which shall be effective if Grantee accepts Grant Funds following receipt of the updated letter. The Parties may also agree to modification of the terms and conditions of the Grant in a formal amendment to this Grant, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, shall conform to the policies issued by the Colorado State Controller. i. The State may, at the State’s discretion, use an Option Letter or Grant Funding Change letter substantially equivalent to Exhibit A1, Sample Option Letter and Exhibit A2, Sample Grant Funding Change Letter to modify the grant agreement. If exercised, aocusign bnvelope faW PAPUMAOCJ1PU4J4AcOJUP94JaA4a4U9S4bOO Page 126 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Page 14 of 15 Version 08.10.2021 (DCJ 04/28/22) the provisions of the Option Letter or Grant Funding Change Letter shall become part of and be incorporated into the original grant. ii. The State may increase or decrease the quantity of goods/services described Exhibit D, Statement of Work and Exhibit E, Budget based upon the rates established in the Grant. If the State exercises the option, it will provide written notice to Grantee at least 15 days prior to the end of the current grant term in a form substantially equivalent to Exhibit A1, Sample Option Letter. iii. The State may add or delete the goods/services described Exhibit D, Statement of Work and Exhibit E, Budget as long as the change does not change the overall scope of the approve grant. If the State exercises the option, it will provide written notice to Grantee at least 15 days prior to the end of the current grant term in a form substantially equivalent to Exhibit A1, Sample Option Letter. iv. The State may, at the State’s discretion, issue an updated Exhibit D, Statement of Work and Exhibit E, Budget by Option Letter substantially equivalent to Exhibit A1, Sample Option Letter to reflect changes that do not substantially change the intended purpose of the grant. The provisions of the Option Letter shall become part of and be incorporated into this Grant. E. Statutes, Regulations, Fiscal Rules, and Other Authority Any reference in this Grant Award Letter to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Grant Issuance Date. Grantee shall strictly comply with all applicable Federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. Digital Signatures If any signatory signs this agreement using a digital signature in accordance with the Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Contract by reference. G. Severability The invalidity or unenforceability of any provision of this Grant Award Letter shall not affect the validity or enforceability of any other provision of this Grant Award Letter, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under the Grant in accordance with the intent of the Grant. H. Survival of Certain Grant Award Letter Terms Any provision of this Grant Award Letter that imposes an obligation on a Party after termination or expiration of the Grant shall survive the termination or expiration of the Grant and shall be enforceable by the other Party. I. Third Party Beneficiaries aocusign bnvelope faW PAPUMAOCJ1PU4J4AcOJUP94JaA4a4U9S4bOO Page 127 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Page 15 of 15 Version 08.10.2021 (DCJ 04/28/22) Except for the Parties’ respective successors and assigns described above, this Grant Award Letter does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Any services or benefits which third parties receive as a result of this Grant are incidental to the Grant, and do not create any rights for such third parties. J. Waiver A Party’s failure or delay in exercising any right, power, or privilege under this Grant Award Letter, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. K. Compliance with State and Federal Law, Regulations, and Executive Orders Grantee shall comply with all State and Federal law, regulations, executive orders, State and Federal Awarding Agency policies, procedures, directives, and reporting requirements at all times during the term of this Grant. L. Accessibility Grantee shall comply with and adhere to Section 508 of the U.S. Rehabilitation Act of 1973, as amended, and §§24-85-101, et seq., C.R.S. Grantee shall comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards and available at https://www.w3.org/TR/WCAG21/. aocusign bnvelope faW PAPUMAOCJ1PU4J4AcOJUP94JaA4a4U9S4bOO Page 128 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Exhibit A1 Page 1 of 1 EXHIBIT A1, SAMPLE OPTION LETTER State Agency Insert Department's or IHE's Full Legal Name Option Letter Number Insert the Option Number (e.g. "1" for the first option) Grantee Insert Grantee's Full Legal Name, including "Inc.", "LLC", etc... Original Agreement Number Insert CMS number or Other Agreement Number of the Original Contract Current Agreement Maximum Amount Initial Term Option Agreement Number Insert CMS number or Other Agreement Number of this Option State Fiscal Year 20xx $0.00 Extension Terms Agreement Performance Beginning Date Month Day, Year State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 Current Agreement Expiration Date Month Day, Year State Fiscal Year 20xx $0.00 Total for All State Fiscal Years $0.00 OPTIONS: A. Option to extend for an Extension Term B. Option to change the quantity of Goods under the Agreement C. Option to change the quantity of Services under the Agreement D. Option to modify Agreement rates E. Option to initiate next phase of the Agreement REQUIRED PROVISIONS: A. For use with Option 1(A): In accordance with Section(s) Number of the Original Agreement referenced above, the State hereby exercises its option for an additional term, beginning Insert start date and ending on the current Agreement expiration date shown above, at the rates stated in the Original Agreement, as amended. B. For use with Options 1(B and C): In accordance with Section(s) Number of the Original Agreement referenced above, the State hereby exercises its option to Increase/Decrease the quantity of the Goods/Services or both at the rates stated in the Original Agreement, as amended. C. For use with Option 1(D): In accordance with Section(s) Number of the Original Agreement referenced above, the State hereby exercises its option to modify the Agreement rates specified in Exhibit/Section Number/Letter. The Agreement rates attached to this Option Letter replace the rates in the Original Agreement as of the Option Effective Date of this Option Letter. D. For use with Option 1(E): In accordance with Section(s) Number of the Original Agreement referenced above, the State hereby exercises its option to initiate Phase indicate which Phase: 2, 3, 4, etc, which shall begin on Insert start date and end on Insert ending date at the cost/price specified in Section Number. E. For use with all Options that modify the Agreement Maximum Amount: The Agreement Maximum Amount table on the Agreement’s Signature and Cover Page is hereby deleted and replaced with the Current Agreement Maximum Amount table shown above. OPTION EFFECTIVE DATE: F. The effective date of this Option Letter is upon approval of the State Controller or , whichever is later. STATE OF COLORADO Jared S. Polis, Governor INSERT-Name of Agency or IHE INSERT-Name & Title of Head of Agency or IHE ______________________________________________ By: Name & Title of Person Signing for Agency or IHE Date: _________________________ In accordance with §24-30-202, C.R.S., this Option is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By:___________________________________________ Name of Agency or IHE Delegate-Please delete if agreement will be routed to OSC for approval Option Effective Date:_____________________ aocusign bnvelope faW PAPUMAOCJ1PU4J4AcOJUP94JaA4a4U9S4bOO Page 129 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Exhibit A2 Page 1 of 1 EXHIBIT A2, GRANT FUNDING CHANGE LETTER State Agency Insert Department's or IHE's Full Legal Name Grant Funding Change Letter Number Insert the Option Number (e.g. "1" for the first option) Contractor Insert Contractor's Full Legal Name, including "Inc.", "LLC", etc... Original Grant Number Insert CMS number or Other Contract Number of the Original Contract Current Contract Maximum Amount Initial Term Grant Funding Change Letter Contract Number Insert CMS number or Other Contract Number of this Option State Fiscal Year 20xx $0.00 Extension Terms Contract Performance Beginning Date Month Day, Year State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 Current Contract Expiration Date Month Day, Year State Fiscal Year 20xx $0.00 Total for All State Fiscal Years $0.00 1. GRANT FUNDING CHANGE In accordance with §Insert Section Number of the Original Grant referenced above, the State Agency listed above commits the following funds to the grant: A. The funding available for State Fiscal Year 20xx is Increased/Decreased by $Amount of Change, because Insert Reason For Change. B. The total funding avail for all State Fiscal Years as of the effective date of this Grant Funding Change Letter is shown as the current contract maximum above. 2. TERMINOLOGY All terminology used in this Grant Funding Change Letter shall be interpreted in accordance with the Original Grant referenced above. 3. NO ORDER FOR WORK This Grant Funding Change Letter modifies the available funding only and does not constitute an order or authorization for any specific services or goods under the Grant. 4. GRANT FUNDING CHANGE LETTER EFFECTIVE DATE: The effective date of this Grant Funding Change Letter is upon approval of the State Controller or , whichever is later. STATE OF COLORADO Jared S. Polis, Governor INSERT-Name of Agency or IHE INSERT-Name & Title of Head of Agency or IHE ______________________________________________ By: Name & Title of Person Signing for Agency or IHE Date: _________________________ In accordance with §24-30-202 C.R.S., this Option is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By:___________________________________________ Name of Agency or IHE Delegate-Please delete if contract will be routed to OSC for approval Grant Funding Change Letter Effective Date:_____________________ Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 130 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Exhibit B Page 1 of 3 EXHIBIT B, GRANT REQUIREMENTS The following terms as used herein shall be construed and interpreted as follows: 1. AUDIT REQUIREMENTS A. DUE DATE: I. PROJECT START: The Grantee must submit the most recent audit or financial review, including the corresponding governance/management letter, to DCJ within thirty (30) days of request; and, if the most recent audit/financial review has not already been submitted to DCJ, it must be submitted within thirty (30) days of the start of this project. II. PROJECT DURATION AND END: The Grantee assures that it will procure an audit or financial review, incorporating this grant award, by an independent Certified Public Accountant (CPA), licensed to practice in Colorado. The audit or financial review incorporating this grant award must be completed and received by DCJ within nine (9) months of the end of the fiscal years that includes the end date of the grant, or within thirty (30) days of the completion of such audit or review, whichever is earlier. B. REPORT/AUDIT TYPE: I. If your entity expended $750,000 or more in Federal funds (from all sources including pass-through subawards) in your organization’s fiscal year (12-month turnaround reporting period), your organization is required to arrange for a single organization- wide audit conducted in accordance with the provisions of Title 2 C.F.R. Subpart F (§ 200.500 et seq.) II. [NOT APPLICABLE TO SUBGRANTEES AS DEFINED IN §3.DD. “SUBGRANTEE”] If your entity expends less than $750,000 in Federal funds (from all sources including pass-through subawards) in your organization’s fiscal year (12- month turnaround reporting period), your organization is required to arrange for either an audit or financial review as follows: 1. Grantees that have revenue greater than $300,000 from all sources during the entity’s fiscal year are required by DCJ to obtain a financial audit. 2. Grantees that have revenue less than $300,000 from all sources during the entity’s fiscal year are required by DCJ to obtain a financial audit or financial review. A compilation is not sufficient to satisfy this requirement. C. REPORT/AUDIT COSTS: The Grantee accepts responsibility for the costs of a financial program audit to be performed by the Department of Public Safety in the event that the audit report or financial review: I. does not meet the applicable federal audit or DCJ standards; aocusign bnvelope faW PAPUMAOCJ1PU4J4AcOJUP94JaA4a4U9S4bOO Page 131 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Exhibit B Page 2 of 3 II. is not submitted in a timely manner; or, III. does not provide an audit response plan with corresponding corrections made sufficient to satisfy any audit findings. D. FAILURE TO COMPLY: The grantee understands and agrees that DCJ or the federal awarding office (DOJ) may withhold award funds, or may impose other related requirements, if the grantee does not satisfactorily and promptly address outstanding issues from audits required by Part 200 Uniform Requirements, by the terms of this award, by the current addition of the DOJ Grants Financial Guide, or other outstanding issues that arise in connection with audits, investigations, or reviews of DOJ awards. 1. ADDITIONAL REPORTING REQUIREMENTS In addition to quarterly report requirements these grant funds may have additional report requirements. The additional reports may include, but is not limited to, reporting progress and statistics directly into a federal Performance Management Tool (PMT). 2. FINANCIAL AND ADMINISTRATIVE MANAGEMENT A. The Grantee assures that fund accounting, auditing, monitoring, evaluation procedures and such records as necessary will be maintained to assure adequate internal fiscal controls, proper financial management, efficient disbursement of funds received, and maintenance of required source documentation for all costs incurred. These principles must be applied for all costs incurred whether charged on a direct or indirect basis. B. All expenditures must be supported by appropriate source documentation. Only actual, approved, allowable expenditures will be permitted. C. The Grantee assures that it will comply with the applicable Administrative Guide of the Division of Criminal Justice (Guide), located at the Division of Criminal Justi ce Grants website. However, such a guide cannot cover every foreseeable contingency, and the Grantee is ultimately responsible for compliance with applicable state and federal laws, rules and regulations. In the event of conflicts or inconsistencies between the Guide and any applicable state and federal laws, rules and regulations, such conflicts or inconsistencies shall be resolved by applicable state and federal laws, rules and regulations. 3. PROCUREMENT AND CONTRACTS A. Grantee assures that open, competitive procurement procedures will be followed for all purchases under the grant. All contracts for professional services, of any amount, and equipment purchases over five thousand dollars (per item, with a useful life of at least one year) must receive prior approval by the DCJ. Grantee shall submit Form 16 – Professional Services/Consultant Certification and/or Form 13 – Equipment Procurement Certification Form. B. Grantee may not assign its rights or duties under this grant without the prior written consent of the DCJ. aocusign bnvelope faW PAPUMAOCJ1PU4J4AcOJUP94JaA4a4U9S4bOO Page 132 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Exhibit B Page 3 of 3 4. AWARD CHANGE REQUESTS A. Grantee may request budget modifications by submitting a request to DCJ. DCJ reserves the right to make and authorize modifications, adjustments, and/or revisions to the Contract for the purpose of making changes in budget categories, extensions of grant award dates, changes in goals and objectives, and other modifications as described in the body of the Contract. Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 133 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Exhibit C Page 1 of 1 EXHIBIT C, SPECIAL CONDITIONS The following program specific requirements are imposed by the Federal sponsoring agency concerning special requirements of law, program requirements, and other administrative requirements. These requirements apply to this Agreement and must be passed on to subgrant award recipients. The following Special Conditions documents, if checked, are incorporated herein. ☒ 2023 Victims of Crime Act (VOCA) Special Conditions ☒ 2022 Victims of Crime Act (VOCA) Special Conditions ☐ 2021 Victims of Crime Act (VOCA) Special Conditions Additional Program Specific Conditions applicable to this Agreement. 1. Payment to vendors exceeding $25,000 during the grant period: Grantee is required to track payments to each professional services/consultant contract to ensure that if the cumulative payment to the specific vendor exceeds the $25,000 threshold during the two-year grant period, this excess and any remaining payments to this vendor are not included in the Modified Total Direct Cost (MTDC) calculation for purposes of requesting reimbursement of the de minimis rate for indirect funds as described in 2 C.F.R. 200.414(f). 2. Financial Assistance for Victims: Payments of financial assistance for victims cannot be made directly to victims, including the use of gift cards, and can only be used for eligible purposes as described in your approved budget or as authorized by your Grant Program Manager on a case by case basis. 3. Subawards: Grantee shall not enter into any subgrant without the prior, written approval of the State. Grantee is responsible for compliance monitoring for all subgrants entered into by Grantee in connection with this Agreement. This includes, but is not limited to, collecting documentation, certifications, and/or other monitoring techniques to ensure that the following are met by the subgrantee: - Federal Debarment standards - Civil Rights Compliance - Exhibit C of this Agreement must be passed through to subgrantee, and monitored by Grantee. - Exhibit F of this Agreement must be passed through to subgrantee, and monitored by Grantee. - 2 CR 200 Subrecipient Monitoring and Management: §200.331 - §200.332 All subgrants entered into by Grantee in connection with this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. The subgrant entered into by Grantee shall also contain provisions permitting both Grantee and the State to perform all monitoring of that subgrantee in accordance with the Uniform Guidance. 4. Match Waived: Because this award is an extension of funding decisions made for the CY 2023-2024 grant cycle, the match waiver granted for the VOCA program in the CY2023-2024 funding cycle will apply in this award, also. Grantees have the right to decline this match waiver and provide voluntary match and should contact their grant program manager if they wish to do so. This waiver is only applicable to this subaward project period of January 1, 2025 – December 31, 2025. Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 134 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Exhibit D Page 1 of 1 EXHIBIT D, STATEMENT OF WORK The Statement of Work contained within the DocuSign Envelope is incorporated herein. Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 135 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Exhibit E Page 1 of 1 EXHIBIT E, BUDGET The Budget and Budget Narrative contained within the DocuSign Envelope is incorporated herein. Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 136 of 972 Grantee: Englewood Police Department Project: Part Time Victim Advocate DCJ Grant #: 2024-VA-25-460-18 Exhibit F Page 1 of 1 EXHIBIT F, FEDERAL REQUIREMENTS The following federal requirements are imposed by the Federal sponsoring agency concerning special requirements of law. These requirements apply to this Agreement and must be passed on to subgrants and subcontractors. The following federal requirements documents, if checked, are incorporated herein. ☒ 2023 Federal Requirements ☒ 2022 Federal Requirements ☐ 2021 Federal Requirements Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 137 of 972 2022 – Victims of Crime Act (VOCA) Crime Victim Assistance Special Conditions 15POVC-21-GG-00614-ASSI Page 1 of 4 09/16/2021 2022 – Victims of Crime Act (VOCA) Crime Victim Assistance Special Conditions The following program specific requirements are imposed by the Federal sponsoring agency concerning special requirements of law, program requirements, and other administrative requirements. These requirements apply to this Agreement and must be passed on to subgrant award recipients. A. Grantee Organizational Eligibility Requirements: Victims of Crime Act (VOCA) establishes eligibility criteria that must be met by all organizations that receive VOCA funds. These funds are to be awarded to grantees only for providing services to victims of crime through their staff. Each grantee organization shall meet the following requirements: 1. Public or Non-profit Organization: To be eligible to receive VOCA funds, organizations must be operated by a public or nonprofit organization, or a combination of such organizations, and provide services to crime victims. 2. Record of Effective Services to Victims of Crime and Financial Support from Sources other than VOCA: Demonstrate a record of providing effective services to crime victims and financial support from sources other than the VOCA fund. This includes having the support and approval of its direct services by the community, having a history of providing direct services in a cost-effective manner and the breadth or depth of its financial support comes from sources other than the VOCA fund. 3. Substantial Financial Support from Sources Other than the Crime Victims Fund (New Programs): Those programs that have not yet demonstrated a record of providing effective services to crime victims may be eligible to receive VOCA funding if it has substantial financial support from sources other than the Crime Victims Fund (VOCA). Substantial financial support is when at least 25% of the program’s funding in the year of, or the year preceding the award comes from other sources, which may include other federal funding programs. If the funding is non-federal (or meets the DOJ Grants Financial Guide exceptions for using federal funds for match), then a program may count the used funding toward its match requirement. 4. Project Match Requirements: [Only Applicable if Match is indicated on the Cover Page] The purpose of matching contributions is to increase the amount of resources available to the projects supported by grant funds. Matching contributions of 20% (cash or in-kind) of the total cost of each VOCA project (VOCA project = VOCA grant plus match), are required for each VOCA-funded project and must be derived from non-federal sources, except as provided in the DOJ Grants Financial Guide, effective edition (Part III. Post Award Requirements, Chapter 3. Matching or Cost Sharing). All funds designated as match are restricted to the same uses as the VOCA victim assistance funds and must be expended within the grant period. Match must be provided on a project-by-project basis. Any deviation from this policy must be approved by the federal Office for Victim of Crime. 5. Volunteers: Programs are required to use volunteers in order to be eligible to receive VOCA funds. The state may waive this requirement, provided the programs submits written aocusign Envelope fa: 3A380A2C-1384-4Ac2-8394-aA4a48964E22 Page 138 of 972 2022 – Victims of Crime Act (VOCA) Crime Victim Assistance Special Conditions 15POVC-21-GG-00614-ASSI Page 2 of 4 09/16/2021 documentation of its efforts to recruit and maintain volunteers, or otherwise demonstrate why circumstances prohibit the use of volunteers to the satisfaction of the state. 6. Promote Community Efforts to Aid Crime Victims. Coordinated public and private efforts to aid crime victims may include, but are not limited to, serving on federal, state, local or tribal work groups to oversee and recommend improvements to community responses to crime victims, and developing written agreements and protocols for such responses. 7. Help Victims Apply for Compensation Benefits. Such assistance may include, but is not limited to, referring potential recipients to an organization that can assist, identifying crime victims and advising them of the availability of compensation benefits, assisting potential recipients with application forms and procedures, obtaining necessary documentation, monitoring claim status, and intervening on behalf of potential recipients with the crime victims’ compensation program. 8. Does not discriminate against victims because they disagree with the way the state is prosecuting the criminal case. B. Crime Victims Services (CVS) Requirements: 1. Future funding: The capacity for CVS grant funds to provide future dollars for projects is undetermined at this time. 2. Grantee Agency shall notify the Division of Criminal Justice (DCJ) if the agency has obtained funding for a specific (CVS) funded position that totals more than 100% of the cost for that position. The agency must resolve the allocation of funds to the satisfaction of DCJ. 3. Grantee agency must notify DCJ immediately in writing, in the method determined by DCJ of: • any CVS grant funded personnel changes; • any CVS grant funded position that is vacant more than 45 days; • any change of an Official and/or employee who is listed as a responsible party on this CVS grant funded project. 4. State Confidentiality of Victims Information: The Grantee certifies that the signing authorities, all staff and volunteers assigned to the project have read and understand, state laws and applicable rules of professional conduct related to issues of confidentiality and privilege, particularly with respect to releasing identifying information about victims of crime, including, but not limited to, those found in C.R.S. 13-90-107. 5. Colorado Victim Rights Act (Applies to Government Agencies only): The Grantee Agency assures that Grant signatories, all staff and volunteers assigned to the funded project have read and understand the rights afforded to crime victims pursuant to 24-4.1-302.5 C.R.S., and the services delineated pursuant to 24-4.1-303 and 24-4.1-304 C.R.S. commonly known as the Victim Rights Act, and enabling legislation. aocusign Envelope fa: 3A380A2C-1384-4Ac2-8394-aA4a48964E22 Page 139 of 972 2022 – Victims of Crime Act (VOCA) Crime Victim Assistance Special Conditions 15POVC-21-GG-00614-ASSI Page 3 of 4 09/16/2021 C. Victims of Crime Act (VOCA) Requirements for Grantees: This grant award provides funds from the Crime Victims Fund to enhance State Victim Assistance payments to eligible crime victims. Victims of Crime Act (VOCA) Assistance funds provide financial assistance to Federal and State victims of crime. 1. All grantees of funding under this award must assist the Office of Justice Programs (OJP) in complying with NEPA and other related federal environmental impact analyses requirements in the use of grant funds, whether the funds are used directly by the grantee or by a subrecipient or third party. Accordingly, prior to obligating funds for any of the activities specified below, the grantee must first ensure compliance with OJP NEPA procedures. The specified activities requiring environmental analysis are: (1) New construction (2) Any renovation or remodeling of a property located in an environmentally or historically sensitive area, including property (a) listed on or eligible for listing on the National Register of Historic Places, or (b) located within a 100-year flood plain, a wetland, or habitat for an endangered species (3) A renovation that will change the basic prior use of a facility or significantly change its size (4) Research and technology whose anticipated and future application could be expected to have an effect on the environment (5) Implementation of a program involving the use of chemicals (including the identification, seizure, or closure of clandestine methamphetamine laboratories) Complying with NEPA may require the preparation of an Environmental Assessment and/or an Environmental Impact Statement, as directed by OJP. Further, for programs relating to methamphetamine laboratory operations, the preparation of a detailed Mitigation Plan will be required. Please be sure to carefully review the grant conditions on your award document, as it may contain more specific information about environmental compliance. For more information about NEPA requirements, including which projects may qualify for categorical exclusions, and the preparation of an environmental review documents, please see https://ceq.doe.gov/docs/get-involved/citizens-guide-to-nepa-2021.pdf Questions about this determination may be directed to DCJ. 2. VOCA Requirements The grantee assures that the State and its subrecipients will comply with the conditions of the Victims of Crime Act (VOCA) of 1984, sections 1404(a)(2), and 1404(b)(1) and (2), 34 U.S.C. 20103(a)(2) and (b)(1) and (2) (and the applicable program guidelines and regulations), as required. Specifically, the State certifies that funds under this award will: a) be awarded only to eligible victim assistance organizations, 34 U.S.C. 20103(a)(2); aocusign Envelope fa: 3A380A2C-1384-4Ac2-8394-aA4a48964E22 Page 140 of 972 2022 – Victims of Crime Act (VOCA) Crime Victim Assistance Special Conditions 15POVC-21-GG-00614-ASSI Page 4 of 4 09/16/2021 b) not be used to supplant State and local public funds that would otherwise be available for crime victim assistance, 34 U.S.C. 20103(a)(2), or for administering the state victim assistance program, 34 U.S.C. 20110(h); and c) be allocated in accordance with program guidelines or regulations implementing 34 U.S.C. 20103(a)(2)(A) and 34 U.S.C. 20103(a)(2)(B) to, at a minimum, assist victims in the following categories: sexual assault, child abuse, domestic violence, and underserved victims of violent crimes as identified by the State. 3. Discrimination Findings The grantee assures that in the event that a Federal or State court or Federal or State administrative agency makes a finding of discrimination after a due process hearing on the ground of race, religion, national origin, sex, or disability against a recipient of victim assistance formula funds under this award, the grantee will forward a copy of the findings to the Division of Criminal Justice (DCJ). 4. The grantee agrees to submit a Subgrant Award Report (SAR) part 2 (or other required grant management system forms) to the Division of Criminal Justice within 30 days of receiving an award, or when requested by DCJ. 5. Demographic Data The grantee assures that its subgrantees will collect and maintain information on race, sex, national origin, age, and disability of victims receiving assistance, where such information is voluntarily furnished by the victim. aocusign Envelope fa: 3A380A2C-1384-4Ac2-8394-aA4a48964E22 Page 141 of 972 2023 – Victims of Crime Act (VOCA) Crime Victim Assistance Special Conditions - 15POVC-23-GG-00390-ASSI Page 1 of 4 2023 – Victims of Crime Act (VOCA) Crime Victim Assistance Special Conditions Federal Award Number: 15POVC-23-GG-00390-ASSI A. Grantee Organizational Eligibility Requirements: Victims of Crime Act (VOCA) establishes eligibility criteria that must be met by all organizations that receive VOCA funds. These funds are to be awarded to grantees only for providing services to victims of crime through their staff. Each grantee organization shall meet the following requirements: 1. Public or Non-profit Organization: To be eligible to receive VOCA funds, organizations must be operated by a public or nonprofit organization, or a combination of such organizations, and provide services to crime victims. 2. Record of Effective Services to Victims of Crime and Financial Support from Sources other than VOCA: Demonstrate a record of providing effective services to crime victims and financial support from sources other than the VOCA fund. This includes having the support and approval of its direct services by the community, having a history of providing direct services in a cost-effective manner and the breadth or depth of its financial support comes from sources other than the VOCA fund. 3. Substantial Financial Support from Sources Other than the Crime Victims Fund (New Programs): Those programs that have not yet demonstrated a record of providing effective services to crime victims may be eligible to receive VOCA funding if it has substantial financial support from sources other than the Crime Victims Fund (VOCA). Substantial financial support is when at least 25% of the program’s funding in the year of, or the year preceding the award comes from other sources, which may include other federal funding programs. If the funding is non-federal (or meets the DOJ Grants Financial Guide exceptions for using federal funds for match), then a program may count the used funding toward its match requirement. 4. Project Match Requirements: [Only Applicable if Match is indicated on the Cover Page] The purpose of matching contributions is to increase the amount of resources available to the projects supported by grant funds. Matching contributions of 20% (cash or in-kind) of the total cost of each VOCA project (VOCA project = VOCA grant plus match), are required for each VOCA-funded project and must be derived from non-federal sources, except as provided in the DOJ Grants Financial Guide, effective edition (Part III. Post Award Requirements, Chapter 3. Matching or Cost Sharing). All funds designated as match are restricted to the same uses as the VOCA victim assistance funds and must be expended within the grant period. Match must be provided on a project-by-project basis. Any deviation from this policy must be approved by the federal Office for Victim of Crime. 5. Volunteers: Programs are required to use volunteers in order to be eligible to receive VOCA funds. The state may waive this requirement, provided the programs submits written documentation of its efforts to recruit and maintain volunteers, or otherwise demonstrate why circumstances prohibit the use of volunteers to the satisfaction of the state. aocusign Envelope fa: 3A380A2C-1384-4Ac2-8394-aA4a48964E22 Page 142 of 972 2023 – Victims of Crime Act (VOCA) Crime Victim Assistance Special Conditions - 15POVC-23-GG-00390-ASSI Page 2 of 4 6. Promote Community Efforts to Aid Crime Victims. Coordinated public and private efforts to aid crime victims may include, but are not limited to, serving on federal, state, local or tribal work groups to oversee and recommend improvements to community responses to crime victims, and developing written agreements and protocols for such responses. 7. Help Victims Apply for Compensation Benefits. Such assistance may include, but is not limited to, referring potential recipients to an organization that can assist, identifying crime victims and advising them of the availability of compensation benefits, assisting potential recipients with application forms and procedures, obtaining necessary documentation, monitoring claim status, and intervening on behalf of potential recipients with the crime victims’ compensation program. 8. Does not discriminate against victims because they disagree with the way the state is prosecuting the criminal case. 9. The grantee agrees to submit a Subgrant Award Report (SAR) part 2 (or other required grant management system forms) to the Division of Criminal Justice within 30 days of receiving an award, or when requested by DCJ. 10. Demographic Data The grantee assures that its subgrantees will collect and maintain information on race, sex, national origin, age, and disability of victims receiving assistance, where such information is voluntarily furnished by the victim. B. Crime Victims Services (CVS) Requirements: 1. Future funding: The capacity for CVS grant funds to provide future dollars for projects is undetermined at this time. 2. Grantee Agency shall notify the Division of Criminal Justice (DCJ) if the agency has obtained funding for a specific (CVS) funded position that totals more than 100% of the cost for that position. The agency must resolve the allocation of funds to the satisfaction of DCJ. 3. Grantee agency must notify DCJ immediately in writing, in the method determined by DCJ of: ● any CVS grant funded personnel changes; ● any CVS grant funded position that is vacant more than 45 days; ● any change of an Official and/or employee who is listed as a responsible party on this CVS grant funded project. 4. State Confidentiality of Victims Information: The Grantee certifies that the signing authorities, all staff and volunteers assigned to the project have read and understand, state laws and applicable rules of professional conduct related to issues of confidentiality and privilege, particularly with respect to releasing identifying information about victims of crime, including, but not limited to, those found in C.R.S. 13-90-107. 5. Colorado Victim Rights Act (Applies to Government Agencies only): The Grantee Agency assures that Grant signatories, all staff and volunteers assigned to the funded project have read and understand the rights afforded to crime victims pursuant to 24-4.1-302.5 C.R.S., and aocusign Envelope fa: 3A380A2C-1384-4Ac2-8394-aA4a48964E22 Page 143 of 972 2023 – Victims of Crime Act (VOCA) Crime Victim Assistance Special Conditions - 15POVC-23-GG-00390-ASSI Page 3 of 4 the services delineated pursuant to 24-4.1-303 and 24-4.1-304 C.R.S. commonly known as the Victim Rights Act, and enabling legislation. C. Victims of Crime Act (VOCA) Requirements for Grantees: This grant award provides funds from the Crime Victims Fund to enhance State Victim Assistance payments to eligible crime victims. Victims of Crime Act (VOCA) Assistance funds provide financial assistance to Federal and State victims of crime. 1. All grantees of funding under this award must assist the Office of Justice Programs (OJP) in complying with NEPA and other related federal environmental impact analyses requirements in the use of grant funds, whether the funds are used directly by the grantee or by a subrecipient or third party. Accordingly, prior to obligating funds for any of the activities specified below, the grantee must first ensure compliance with OJP NEPA procedures. The specified activities requiring environmental analysis are: (1) New construction (2) Any renovation or remodeling of a property located in an environmentally or historically sensitive area, including property (a) listed on or eligible for listing on the National Register of Historic Places, or (b) located within a 100-year flood plain, a wetland, or habitat for an endangered species (3) A renovation that will change the basic prior use of a facility or significantly change its size (4) Research and technology whose anticipated and future application could be expected to have an effect on the environment (5) Implementation of a program involving the use of chemicals (including the identification, seizure, or closure of clandestine methamphetamine laboratories) Complying with NEPA may require the preparation of an Environmental Assessment and/or an Environmental Impact Statement, as directed by OJP. Further, for programs relating to methamphetamine laboratory operations, the preparation of a detailed Mitigation Plan will be required. Please be sure to carefully review the grant conditions on your award document, as it may contain more specific information about environmental compliance. For more information about NEPA requirements, including which projects may qualify for categorical exclusions, and the preparation of an environmental review documents, please see https://ceq.doe.gov/docs/get-involved/citizens-guide-to-nepa-2021.pdf Questions about this determination may be directed to DCJ. 2. VOCA Requirements The grantee assures that the State and its subrecipients will comply with the conditions of the Victims of Crime Act (VOCA) of 1984, sections 1404(a)(2), and 1404(b)(1) and (2), 34 U.S.C. 20103(a)(2) and (b)(1) and (2) (and the applicable program guidelines and regulations), as required. Specifically, the State certifies that funds under this award will: aocusign Envelope fa: 3A380A2C-1384-4Ac2-8394-aA4a48964E22 Page 144 of 972 2023 – Victims of Crime Act (VOCA) Crime Victim Assistance Special Conditions - 15POVC-23-GG-00390-ASSI Page 4 of 4 a) be awarded only to eligible victim assistance organizations, 34 U.S.C. 20103(a)(2 ); b) not be used to supplant State and local public funds that would otherwise be available for crime victim assistance, 34 U.S.C. 20103(a)(2), or for administering the state victim assistance program, 34 U.S.C. 20110(h); and c) be allocated in accordance with program guidelines or regulations implementing 34 U.S.C. 20103(a)(2)(A) and 34 U.S.C. 20103(a)(2)(B) to, at a minimum, assist victims in the following categories: sexual assault, child abuse, domestic violence, and underserved victims of violent crimes as identified by the State. 3. Discrimination Findings The grantee assures that in the event that a Federal or State court or Federal or State administrative agency makes a finding of discrimination after a due process hearing on the ground of race, religion, national origin, sex, or disability against a recipient of victim assistance formula funds under this award, the grantee will forward a copy of the findings to the Division of Criminal Justice (DCJ). aocusign Envelope fa: 3A380A2C-1384-4Ac2-8394-aA4a48964E22 Page 145 of 972 Page 146 of 972 Page 147 of 972 Page 148 of 972 Page 149 of 972 Page 150 of 972 Page 151 of 972 Page 152 of 972 Page 153 of 972 Page 154 of 972 Page 155 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 1 of 24 10/31/2022 2022 FEDERAL REQUIREMENTS 1. Applicability .......................................................................................................................................................... 3 2. Recipient ................................................................................................................................................................ 3 3. Ensuring Compliance of Subgrantees (subrecipients) ........................................................................................... 3 4. General Conditions ................................................................................................................................................ 3 A. Requirements of the award; incorporation by reference; remedies fo r non-compliance or for materially false statements .................................................................................................................................................................. 3 B. Applicability of Part 200 Uniform Requirements ............................................................................................. 4 C. Compliance with DOJ Grants Financial Guide ................................................................................................ 5 D. Reclassification of various statutory provisions to a new Title 34 of the United States Code ......................... 5 E. Requirements related to "de minimis" indirect cost rate................................................................................... 5 F. Requirement to report potentially duplicative funding ..................................................................................... 5 G. Requirements related to System for Award Management and Universal Identifier Requirements/Unique Entity Identifiers ........................................................................................................................................................ 5 H. Employment eligibility verification for hiring under the award ....................................................................... 6 I. Requirement to report actual or imminent breach of personally identifiable information (PII) ....................... 7 J. All subawards ("subgrants") and contracts must have DCJ authorization ........................................................ 8 K. Specific post-award approval required to use a noncompetitive approach in any procurement contract ......... 8 L. Requirements pertaining to prohibited conduct related to trafficking in persons (including reporting requirements and DOJ or DCJ authority to terminate award) .................................................................................... 8 M. Determination of suitability to interact with participating minors .................................................................... 8 N. Compliance with applicable rules regarding approval, planning, and reporting of conferences, meetings, trainings, and other events ......................................................................................................................................... 9 O. Requirement for data on performance and effectiveness under the award ....................................................... 9 P. Training Guiding Principles ............................................................................................................................. 9 Q. Effect of failure to address audit issues ............................................................................................................ 9 R. Potential imposition of additional requirements ............................................................................................... 9 S. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 42 ....... 10 T. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 54 ....... 10 U. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 38 ....... 10 V. Restrictions on "lobbying" and policy development ...................................................................................... 10 W. Compliance with general appropriations-law restrictions on the use of federal funds (FY 2021).................. 11 X. Reporting potential fraud, waste, and abuse, and similar misconduct ............................................................ 11 Y. Restrictions and certifications regarding non-disclosure agreements and related matters .............................. 12 Z. Compliance with 41 U.S.C. 4712 (including prohibitions on reprisal; notice to employees) ......................... 13 AA. Encouragement of policies to ban text messaging while driving ............................................................... 13 BB. Requirement to disclose whether recipient is designated "high risk" by a federal grant -making agency .. 13 CC. Right to examine documents ...................................................................................................................... 14 DD. Maintaining contact information ................................................................................................................ 14 Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 156 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 2 of 24 10/31/2022 EE. Recipient integrity and performance matters: Requirement to report information on certain civil, criminal, and administrative proceedings to SAM and FAPIIS .............................................................................................. 14 FF. Cooperating with OJP Monitoring ............................................................................................................. 14 GG. Required monitoring of subawards ............................................................................................................ 15 HH. Legal Notices – OJP Grants only ............................................................... Error! Bookmark not defined. II. Legal Notices – OVW Grants Only ................................................................ Error! Bookmark not defined. JJ. Safe policing and law enforcement subrecipients - NEW 2021 ..................................................................... 15 5. Financial Requirements ....................................................................................................................................... 17 A. Non-supplantation .......................................................................................................................................... 17 B. Misuse of award funds .................................................................................................................................... 17 C. Limitation on use of funds to approved activities ........................................................................................... 17 D. Consultant compensation rates ....................................................................................................................... 17 E. Limit on use of grant funds for grantees' employees' salaries ........................................................................ 17 6. Civil rights requirements associated with DOJ awards ....................................................................................... 18 A. Civil rights laws and nondiscrimination provisions........................................................................................ 18 B. Civil rights compliance: Access to services and benefits by individuals with limited English proficiency ... 19 C. Certification .................................................................................................................................................... 20 7. Recipients of OVW grant dollars ONLY ............................................................................................................. 22 A. Availability of general terms and conditions on OVW website ..................................................................... 22 B. Compliance with statutory and regulatory requirements ................................................................................ 22 C. VAWA 2013 nondiscrimination condition ..................................................................................................... 22 D. Confidentiality and information sharing ......................................................................................................... 22 E. Activities that compromise victim safety and recovery and undermine offender accountability ................... 22 F. Policy for response to workplace-related incidents of sexual misconduct, domestic violence, and dating violence .................................................................................................................................................................... 23 G. Termination or suspension for cause .............................................................................................................. 23 H. Compliance with solicitation requirements .................................................................................................... 23 I. Subrecipient program income ......................................................................................................................... 23 J. Subrecipient product monitoring .................................................................................................................... 24 aocusign bnvelope faW PAPU0AOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 157 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 3 of 24 10/31/2022 1. APPLICABILITY The Division of Criminal Justice (DCJ) issues federal grants from two Department of Justice (DOJ) offices: the Office of Justice Programs (OJP) and the Office on Violence Against Women (OVW). All awards conditions set out below apply to both OJP and OVW funded grants, with the exception of the conditions labelled as: “Recipients of OVW grant dollars only” which only apply to OVW funded awards. References to the DOJ apply to both OJP and OVW funded grants. Individual awards will also include special conditions. Those additional conditions may relate to the particular statute, program, or solicitation under which the award is made; to the substance of the funded application; to the subrecipient's performance under other federal awards; to the subrecipient's legal status (e.g., as a for-profit entity); or to other pertinent considerations. 2. RECIPIENT For the purposes of this document, the term “recipient” refers to the Legal Entity Name listed on the Division of Criminal Justice (DCJ) Grant Award Document issued to a grantee receiving federal grants funds from DCJ. The term Recipient and Grantee are used interchangeable within this Exhibit. 3. ENSURING COMPLIANCE OF SUBGRANTEES (SUBRECIPIENTS) Grantee is responsible for notifying any subgrantee (subrecipient), issued under this grant, of all provisions herein. Grantee is responsible for monitoring any subgrantee (subrecipient) for compliance all the provisions herein. 4. GENERAL CONDITIONS A. Requirements of the award; remedies for non-compliance or for materially false statements The conditions of this award are material requirements of the award. Compliance with any certifications or assurances submitted by or on behalf of the recipient that relate to conduct during the period of performance also is a material requirement of this award. OJP Awards Only: Limited Exceptions. In certain special circumstances, the U.S. Department of Justice ("DOJ") may determine that it will not enforce, or enforce only in part, one or more requirements otherwise applicable to the award. Any such exceptions regarding enforcement, including any such exceptions made during the period of performance, are (or will be during the period of performance) set out through the Office of Justice Programs ("OJP") webpage entitled "Legal Notices: Special circumstances as to particular award conditions" (ojp.gov/funding/Explore/LegalNotices-AwardReqts.htm), and incorporated by reference into the award. By signing and accepting this award on behalf of the recipient, the authorized recipient official accepts all material requirements of the award, and specifically adopts, as if personally executed by the authorized recipient official, all assurances or certifications submitted by or on behalf of the recipient that relate to conduct during the period of performance. aocusign bnvelope faW PAPU0AOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 158 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 4 of 24 10/31/2022 Failure to comply with any one or more of these award requirements -- whether a condition set out in full below, a condition incorporated by reference below, or a certification or assurance related to conduct during the award period -- may result in the Division of Criminal Justice (DCJ), Office of Justice Programs ("OJP") or Office on Violence Against Women (“OVW”) taking appropriate action with respect to the recipient and the award. Among other things, the Department of Justice “DOJ” may withhold award funds, disallow costs, or suspend or terminate the award. DOJ, including OJP, and DCJ also may take other legal action as appropriate. Any materially false, fictitious, or fraudulent statement to the federal government related to this award (or concealment or omission of a material fact) may be the subject of criminal prosecution (including under 18 U.S.C. 1001 and/or 1621, and/or 34 U.S.C. 10271-10273), and also may lead to imposition of civil penalties and administrative remedies for false claims or otherwise (including under 31 U.S.C. 3729-3730 and 3801-3812). Should any provision of a requirement of this award be held to be invalid or unenforceable by its terms, that provision shall first be applied with a limited construction so as to give it the maximum effect permitted by law. Should it be held, instead, that the provision is utterly invalid or -unenforceable, such provision shall be deemed severable from this award. B. Applicability of Part 200 Uniform Requirements The Uniform Administrative Requirements, Cost Principles, and Audit Requirements in 2 C.F.R. Part 200, as adopted and supplemented by DOJ in 2 C.F.R. Part 2800 (together, the "Part 200 Uniform Requirements") apply to this FY 2022 award from OJP. The Part 200 Uniform Requirements were first adopted by DOJ on December 26, 2014. If this FY 2022 award supplements funds previously awarded by OJP under the same award number (e.g., funds awarded during or before December 2014), the Part 200 Uniform Requirements apply with respect to all funds under that award number (regardless of the award date, and regardless of whether derived from the initial award or a supplemental award) that are obligated on or after the acceptance date of this FY 2022 award. For more information and resources on the Part 200 Uniform Requirements as they relate to OJP awards and subawards ("subgrants"), see the OJP website at https://ojp.gov/funding/Part200UniformRequirements.htm. Record retention and access: Records pertinent to the award that the recipient (and any subrecipient ("subgrantee") at any tier) must retain -- typically for a period of 3 years from the date of submission of the final expenditure report (SF 425), unless a different retention period applies -- and to which the recipient (and any subrecipient ("subgrantee") at any tier) must provide access, include performance measurement information, in addition to the financial records, supporting documents, statistical records, and other pertinent records indicated at 2 C.F.R. 200.334. In the event that an award-related question arises from documents or other materials prepared or distributed by OJP that may appear to conflict with, or differ in some way from, the provisions of the Part 200 Uniform Requirements, the recipient is to contact DCJ promptly for clarification. aocusign bnvelope faW PAPU0AOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 159 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 5 of 24 10/31/2022 C. Compliance with DOJ Grants Financial Guide The recipient agrees to comply with the current edition of the DOJ Grants Financial Guide as posted on the OVW website, including any updated version that may be posted during the period of performance. References to the DOJ Grants Financial Guide are to the DOJ Grants Financial Guide as posted on the OJP website (currently, the "DOJ Grants Financial Guide" available at https://ojp.gov/financialguide/DOJ/index.htm), including any updated version that may be posted during the period of performance. D. Reclassification of various statutory provisions to a new Title 34 of the United States Code On September 1, 2017, various statutory provisions previously codified elsewhere in the U.S. Code were editorially reclassified (that is, moved and renumbered) to a new Title 34, entitled "Crime Control and Law Enforcement." The reclassification encompassed a number of statutory provisions pertinent to DOJ awards (that is, DOJ grants and cooperative agreements), including many provisions previously codified in Title 42 of the U.S. Code. Effective as of September 1, 2017, any reference in this award document to a statutory provision that has been reclassified to the new Title 34 of the U.S. Code is to be read as a reference to that statutory provision as reclassified to Title 34. This rule of construction specifically includes references set out in award conditions, references set out in material incorporated by reference through award conditions, and references set out in other award requirements. E. Requirements related to "de minimis" indirect cost rate A recipient that is eligible under the Part 200 Uniform Requirements and other applicable law to use the "de minimis" indirect cost rate described in 2 C.F.R. 200.414(f), and that elects to use the "de minimis" indirect cost rate must comply with all associated requirements in the Part 200 Uniform Requirements. The "de minimis" rate may be applied only to modified total direct costs (MTDC) as defined by the Part 200 Uniform Requirements F. Requirement to report potentially duplicative funding If the recipient currently has other active awards of federal funds, or if the recipient receives any other award of federal funds during the period of performance for this award, the recipient promptly must determine whether funds from any of those other federal awards have been, are being, or are to be used (in whole or in part) for one or more of the identical cost items for which funds are provided under this award. If so, the recipient must promptly notify DCJ in writing of the potential duplication, and, if so requested by DCJ, must seek a budget-modification and change-of-project to eliminate any inappropriate duplication of funding. G. Requirements related to System for Award Management and Universal Identifier Requirements/Unique Entity Identifiers The recipient must comply with applicable requirements regarding the System for Award Management (SAM), currently accessible at https://www.sam.gov/SAM/. This includes Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 160 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 6 of 24 10/31/2022 applicable requirements regarding registration with SAM, as well as maintaining the currency of information in SAM. DCJ must comply with applicable restrictions on subawards Grantees, including restrictions on subawards to entities that do not acquire and provide (to the recipient) the unique entity identifier required for SAM registration. The details of DCJ’s obligations related to SAM and to unique entity identifiers are posted on the OJP web site at https://ojp.gov/funding/Explore/SAM.htm (Award condition: System for Award Management (SAM) and Universal Identifier Requirements), and are incorporated by reference here. This condition does not apply to an award to an individual who received the award as a natural person (i.e., unrelated to any business or non-profit organization that he or she may own or operate in his or her name). H. Employment eligibility verification for hiring under the award 1. The recipient (and any subrecipient at any tier) must— a. Ensure that, as part of the hiring process for any position within the United States that is or will be funded (in whole or in part) with award funds, the recipient (or any subrecipient) properly verifies the employment eligibility of the individual who is being hired, consistent with the provisions of 8 U.S.C. 1324a(a)(1). b. Notify all persons associated with the recipient (or any subrecipient) who are or will be involved in activities under this award of both — (1) this award requirement for verification of employment eligibility, and (2) the associated provisions in 8 U.S.C. 1324a(a)(1) that, generally speaking, make it unlawful, in the United States, to hire (or recruit for employment) certain aliens. c. Provide training (to the extent necessary) to those persons required by this condition to be notified of the award requirement for employment eligibility verification and of the associated provisions of 8 U.S.C. 1324a(a)(1). d. As part of the recordkeeping for the award (including pursuant to the Part 200 Uniform Requirements), maintain records of all employment eligibility verifications pertinent to compliance with this award condition in accordance with Form I-9 record retention requirements, as well as records of all pertinent notifications and trainings. 2. Monitoring The recipient's monitoring responsibilities include monitoring of subrecipient compliance with this condition. 3. Allowable costs To the extent that such costs are not reimbursed under any other federal program, award funds may be obligated for the reasonable, necessary, and allocable costs (if any) of actions designed to ensure compliance with this condition. aocusign bnvelope faW PAPU0AOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 161 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 7 of 24 10/31/2022 4. Rules of construction a. Staff involved in the hiring process For purposes of this condition, persons "who are or will be involved in activities under this award" specifically includes (without limitation) any and all recipient (or any subrecipient) officials or other staff who are or will be involved in the hiring process with respect to a position that is or will be funded (in whole or in part) with award funds. b. Employment eligibility confirmation with E-Verify For purposes of satisfying the requirement of this condition regarding verification of employment eligibility, the recipient (or any subrecipient) may choose to participate in, and use, E-Verify (www.e-verify.gov), provided an appropriate person authorized to act on behalf of the recipient (or subrecipient) uses E-Verify (and follows the proper E-Verify procedures, including in the event of a "Tentative Nonconfirmation" or a "Final Nonconfirmation") to confirm employment eligibility for each hiring for a position in the United States that is or will be funded (in whole or in part) with award funds. c. "United States" specifically includes the District of Columbia, Puerto Rico, Guam, the Virgin Islands of the United States, and the Commonwealth of the Northern Mariana Islands. d. Nothing in this condition shall be understood to authorize or require any recipient, any subrecipient at any tier, or any person or other entity, to violate any federal law, including any applicable civil rights or nondiscrimination law. e. Nothing in this condition, including in paragraph 4.b., shall be understood to relieve any recipient, any subrecipient at any tier, or any person or other entity, of any obligation otherwise imposed by law, including 8 U.S.C. 1324a(a)(1). Questions about E-Verify should be directed to DHS. For more information about E-Verify visit the E-Verify website (https://www.e-verify.gov/) or email E-Verify at E- Verify@dhs.gov. E-Verify employer agents can email E-Verify at E- VerifyEmployerAgent@dhs.gov. Questions about the meaning or scope of this condition should be directed to DCJ, before award acceptance. I. Requirement to report actual or imminent breach of personally identifiable information (PII) The recipient (and any "subrecipient" at any tier) must have written procedures in place to respond in the event of an actual or imminent "breach" (OMB M-17-12) if it (or a subrecipient) -- (1) creates, collects, uses, processes, stores, maintains, disseminates, discloses, or disposes of "Personally Identifiable Information (PII)" (2 CFR 200.79) within the scope of an DOJ grant-funded program or activity, or (2) uses or operates a "Federal information system" (OMB Circular A-130). The recipient's breach procedures must include a requirement to report actual or imminent breach of PII to an DOJ Program Manager no later than 24 hours after an occurrence of an actual breach, or the detection of an imminent breach. Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 162 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 8 of 24 10/31/2022 J. All subawards ("subgrants") and contracts must have DCJ authorization The recipient, and any subrecipient ("subgrantee") at any tier, must receive approval from DCJ prior to issuing a subaward or a procurement contract under this award. K. Specific post-award approval required to use a noncompetitive approach in any procurement contract The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements to obtain specific advance approval to use a noncompetitive approach in any procurement contract. This condition applies to agreements that -- for purposes of federal grants administrative requirements – OJP or OVW considers a procurement "contract" (and therefore does not consider a subaward). L. Requirements pertaining to prohibited conduct related to trafficking in persons (including reporting requirements and DOJ or DCJ authority to terminate award) The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements (including requirements to report allegations) pertaining to prohibited conduct related to the trafficking of persons, whether on the part of recipients, subrecipients ("subgrantees"), or individuals defined (for purposes of this condition) as "employees" of the recipient or of any subrecipient. The details of the recipient's obligations related to prohibited conduct related to trafficking in persons are posted on the OJP web site at https://ojp.gov/funding/Explore/ProhibitedConduct-Trafficking.htm and the OVW web site at https://www.justice.gov/ovw/award-conditions (Award condition: Prohibited conduct by recipients and subrecipients related to trafficking in persons (including reporting requirements and DOJ authority to terminate award)), and are incorporated by reference here. M. Determination of suitability to interact with participating minors SCOPE. This condition applies to this award if it is indicated -- in the application for the award (as approved by DOJ) (or in the application for any subaward at any tier), the DOJ funding announcement (solicitation), or an associated federal statute -- that a purpose of some or all of the activities to be carried out under the award (whether by the recipient, or a subrecipient at any tier) is to benefit a set of individuals under 18 years of age. The recipient, and any subrecipient at any tier, must make determinations of suitability before certain individuals may interact with participating minors. This requirement applies regardless of an individual's employment status. The details of this requirement are posted on the OJP web site at https://ojp.gov/funding/Explore/Interact-Minors.htm and OVW web site at https://www.justice.gov/ovw/award-conditions (Award condition: Determination of suitability required, in advance, for certain individuals who may interact with participating minors), and are incorporated by reference here. aocusign bnvelope faW PAPU0AOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 163 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 9 of 24 10/31/2022 N. Compliance with applicable rules regarding approval, planning, and reporting of conferences, meetings, trainings, and other events The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable laws, regulations, policies, and official DOJ guidance (including specific cost limits, prior approval and reporting requirements, where applicable) governing the use of federal funds for expenses related to conferences (as that term is defined by DOJ), including the provision of food and/or beverages at such conferences, and costs of attendance at such conferences. Information on the pertinent DOJ definition of conferences and the rules applicable to this award appears in the DOJ Grants Financial Guide (currently, as section 3.10 of "Postaward Requirements" in the "DOJ Grants Financial Guide"). Recipients of OVW grant dollars only: Additional information on the pertinent to this award appears on the OVW website at https://www.justice.gov/ovw/conference-planning. O. Requirement for data on performance and effectiveness under the award The recipient must collect and maintain data that measure the performance and effectiveness of work under this award. The data must be provided to DCJ and/or DOJ in the manner (including within the timeframes) specified by DCJ in the program solicitation or other applicable written guidance. Data collection supports compliance with the Government Performance and Results Act (GPRA) and the GPRA Modernization Act of 2010, and other applicable laws. P. Training Guiding Principles Any training or training materials that the recipient -- or any subrecipient ("subgrantee") at any tier -- develops or delivers with DOJ award funds must adhere to the OJP Training Guiding Principles for Grantees and Subgrantees, available at https://ojp.gov/funding/Implement/TrainingPrinciplesForGrantees-Subgrantees.htm , or the OVW Training Guiding Principles for Grantees and Subgrantees, available at https://www.justice.gov/ovw/resources-and-faqs-grantees#Discretionary. Q. Effect of failure to address audit issues The recipient understands and agrees that the DCJ or the DOJ awarding agency (OJP or OVW, as appropriate) may withhold award funds, or may impose other related requirements, if (as determined by the DCJ or DOJ awarding agency) the recipient does not satisfactorily and promptly address outstanding issues from audits required by the Part 200 Uniform Requirements (or by the terms of this award), or other outstanding issues that arise in connection with audits, investigations, or reviews of DOJ awards. R. Potential imposition of additional requirements The recipient agrees to comply with any additional requirements that may be imposed by the DCJ during the period of performance for this award, if the recipient is designated as "high-risk" for purposes of the DCJ high-risk grantee list. Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 164 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 10 of 24 10/31/2022 S. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 42 The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements of 28 C.F.R. Part 42, specifically including any applicable requirements in Subpart E of 28 C.F.R. Part 42 that relate to an equal employment opportunity program. T. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 54 The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements of 28 C.F.R. Part 54, which relates to nondiscrimination on the basis of sex in certain "education programs." U. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 38 The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements of 28 C.F.R. Part 38 (as may be applicable from time to time), specifically including any applicable requirements regarding written notice to program beneficiaries and prospective program beneficiaries. Currently, among other things, 28 C.F.R. Part 38 includes rules that prohibit specific forms of discrimination on the basis of religion, a religious belief, a refusal to hold a religious belief, or refusal to attend or participate in a religious practice. Part 38, currently, also sets out rules and requirements that pertain to recipient and subrecipient ("subgrantee") organizations that engage in or conduct explicitly religious activities, as well as rules and requirements that pertain to recipients and subrecipients that are faith-based or religious organizations. The text of 28 C.F.R. Part 38 is available via the Electronic Code of Federal Regulations (currently accessible at https://www.ecfr.gov/cgi-bin/ECFR?page=browse), by browsing to Title 28-Judicial Administration, Chapter 1, Part 38, under e-CFR "current" data. V. Restrictions on "lobbying" and policy development In general, as a matter of federal law, federal funds awarded by DOJ may not be used by the grantee, or any subrecipient ("subgrantee") at any tier, either directly or indirectly, to support or oppose the enactment, repeal, modification, or adoption of any law, regulation, or policy, at any level of government. See 18 U.S.C. 1913. (There may be exceptions if an applicable federal statute specifically authorizes certain activities that otherwise would be barred by law.) Recipients of OVW grant dollars only: The recipient, or any subrecipient ("subgrantee") may, however, use federal funds to collaborate with and provide information to federal, state, local, tribal and territorial public officials and agencies to develop and implement policies and develop and promote state, local, or tribal legislation or model codes designed to reduce or eliminate domestic violence, dating violence, sexual assault, and stalking (as those terms are defined in 34 U.S.C. § 12291(a)) when such collaboration and provision of Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 165 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 11 of 24 10/31/2022 information is consistent with the activities otherwise authorized under this grant program. Another federal law generally prohibits federal funds awarded by DOJ from being used by the recipient, or any subrecipient at any tier, to pay any person to influence (or attempt to influence) a federal agency, a Member of Congress, or Congress (or an official or employee of any of them) with respect to the awarding of a federal grant or cooperative agreement, subgrant, contract, subcontract, or loan, or with respect to actions such as renewing, extending, or modifying any such award. See 31 U.S.C. 1352. Certain exceptions to this law apply, including an exception that applies to Indian tribes and tribal organizations. Should any question arise as to whether a particular use of federal funds by a recipient (or subrecipient) would or might fall within the scope of these prohibitions, the recipient is to contact DCJ for guidance, and may not proceed without the express prior written approval of DCJ and the DOJ awarding agency (OJP or OVW, as appropriate). W. Compliance with general appropriations-law restrictions on the use of federal funds (FY 2022) The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable restrictions on the use of federal funds set out in federal appropriations statutes. Pertinent restrictions, including from various "general provisions" in the Consolidated Appropriations Act, 2022, are set out at https://ojp.gov/funding/Explore/FY22AppropriationsRestrictions.htm, https://www.justice.gov/ovw/award-conditions, and are incorporated by reference here. Should a question arise as to whether a particular use of federal funds by a recipient (or a subrecipient) would or might fall within the scope of an appropriations-law restriction, the recipient is to contact DCJ for guidance, and may not proceed without the express prior written approval of DCJ. X. Reporting potential fraud, waste, and abuse, and similar misconduct The recipient and any subrecipients ("subgrantees") must promptly refer to the DOJ Office of the Inspector General (OIG) any credible evidence that a principal, employee, agent, subrecipient, contractor, subcontractor, or other person has, in connection with funds under this award -- (1) submitted a claim that violates the False Claims Act; or (2) committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct. Potential fraud, waste, abuse, or misconduct involving or relating to funds under this award should be reported to the OIG by--(1) online submission accessible via the OIG webpage at https://oig.justice.gov/hotline/contact-grants.htm (select "Submit Report Online"); (2) mail directed to: U.S. Department of Justice, Office of the Inspector General, Investigations Division, ATTN: Grantee Reporting, 950 Pennsylvania Ave., NW, Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 166 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 12 of 24 10/31/2022 Washington, DC 20530; and/or (3) by facsimile directed to the DOJ OIG Investigations Division (Attn: Grantee Reporting) at (202) 616-9881 (fax). Additional information is available from the DOJ OIG website at http://www.usdoj.gov/oig. Y. Restrictions and certifications regarding non-disclosure agreements and related matters No recipient or subrecipient ("subgrantee") under this award, or entity that receives a procurement contract or subcontract with any funds under this award, may require any employee or contractor to sign an internal confidentiality agreement or statement that prohibits or otherwise restricts, or purports to prohibit or restrict, the reporting (in accordance with law) of waste, fraud, or abuse to an investigative or law enforcement representative of a federal department or agency authorized to receive such information. The foregoing is not intended, and shall not be understood by the agency making this award, to contravene requirements applicable to Standard Form 312 (which relates to classified information), Form 4414 (which relates to sensitive compartmented information), or any other form issued by a federal department or agency governing the nondisclosure of classified information. 1. In accepting this award, the recipient — a. represents that it neither requires nor has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above; and b. certifies that, if it learns or is notified that it is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds, will provide prompt written notification to the federal agency making this award, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that agency. 2. If the recipient does or is authorized under this award to make subawards ("subgrants"), procurement contracts, or both -- a. it represents that-- (1) it has determined that no other entity that the recipient's application proposes may or will receive award funds (whether through a subaward ("subgrant"), procurement contract, or subcontract under a procurement contract) either requires or has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport to aocusign bnvelope faW PAPU0AOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 167 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 13 of 24 10/31/2022 prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above; and (2) it has made appropriate inquiry, or otherwise has an adequate factual basis, to support this representation; and b. it certifies that, if it learns or is notified that any subrecipient, contractor, or subcontractor entity that receives funds under this award is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds to or by that entity, will provide prompt written notification to the federal agency making this award, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that agency. Z. Compliance with 41 U.S.C. 4712 (including prohibitions on reprisal; notice to employees) The recipient (and any subrecipient at any tier) must comply with, and is subject to, all applicable provisions of 41 U.S.C. 4712, including all applicable provisions that prohibit, under specified circumstances, discrimination against an employee as reprisal for the employee's disclosure of information related to gross mismanagement of a federal grant, a gross waste of federal funds, an abuse of authority relating to a federal grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal grant. The recipient also must inform its employees, in writing (and in the predominant native language of the workforce), of employee rights and remedies under 41 U.S.C. 4712. Should a question arise as to the applicability of the provisions of 41 U.S.C. 4712 to this award, the grantee is to contact the DCJ for guidance. AA. Encouragement of policies to ban text messaging while driving Pursuant to Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving," 74 Fed. Reg. 51225 (October 1, 2009), DOJ encourages recipients and subrecipients ("subgrantees") to adopt and enforce policies banning employees from text messaging while driving any vehicle during the course of performing work funded by this award, and to establish workplace safety policies and conduct education, awareness, and other outreach to decrease crashes caused by distracted drivers. BB. Requirement to disclose whether recipient is designated "high risk" by a federal grant-making agency If the recipient is designated "high risk" by a federal grant-making agency, currently or at any time during the course of the period of performance under this award, the recipient must disclose that fact and certain related information to DCJ. For purposes of this disclosure, high risk includes any status under which a federal awarding agency provides additional oversight due to the recipient's past performance, or other programmatic or financial concerns with the recipient. The recipient's disclosure must include the following: 1. The federal awarding agency that currently designates the recipient high risk, 2. The date the recipient was designated high risk, 3. The high-risk point of contact at that federal Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 168 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 14 of 24 10/31/2022 awarding agency (name, phone number, and email address), and 4. The reasons for the high-risk status, as set out by the federal awarding agency CC. Right to examine documents The grantee, and any subrecipient ("subgrantee") at any tier, must authorize the DCJ or DOJ awarding agency (OJP or OVW, as appropriate) and/or the Office of the Chief Financial Officer (OCFO), and its representatives, access to and the right to examine all records, books, paper, or documents related to this grant. DD. Maintaining contact information The grantee acknowledges that it is responsible for maintaining updated contact information in the Grants Management System (GMS). To update information in GMS for either the point of contact and/or the authorized representative, the grantee must submit a Change in Project Officials (DCJ Form 4-B). EE. Recipient integrity and performance matters: Requirement to report information on certain civil, criminal, and administrative proceedings to SAM and FAPIIS The recipient must comply with any and all applicable requirements regarding reporting of information on civil, criminal, and administrative proceedings connected with (or connected to the performance of) either this DOJ award or any other grant, cooperative agreement, or procurement contract from the federal government. Under certain circumstances, recipients of DOJ awards are required to report information about such proceedings, through the federal System for Award Management (known as "SAM"), to the designated federal integrity and performance system (currently, "FAPIIS"). The details of recipient obligations regarding the required reporting (and updating) of information on certain civil, criminal, and administrative proceedings to the federal designated integrity and performance system (currently, "FAPIIS") within SAM are posted on the OJP web site at https://ojp.gov/funding/FAPIIS.htm and OVW web site at: https://www.justice.gov/ovw/ award-conditions (Award Condition: Recipient Integrity and Performance Matters, including Recipient Reporting to FAPIIS), and are incorporated by reference here. FF. Cooperating with DOJ Monitoring The recipient agrees to cooperate with DCJ and DOJ monitoring of this award pursuant to DCJ and DOJ's guidelines, protocols, and procedures, and to cooperate with DCJ and DOJ (including the grant manager for this award and the Office of Chief Financial Officer (OCFO)) requests related to such monitoring, including requests related to desk reviews and/or site visits. The recipient agrees to provide to DCJ and DOJ all documentation necessary for DCJ and/or DOJ to complete its monitoring tasks, including documentation related to any subawards made under this award. Further, the recipient agrees to abide by reasonable deadlines set by DCJ and/or DOJ for providing the requested documents. Failure to cooperate with DCJ and/or DOJ's monitoring activities may result in actions that affect the recipient's DOJ awards, including, but not limited to: withholdings and/or other restrictions on the recipient's access to award funds; referral to the DOJ OIG for audit review; designation of the recipient as a DOJ High Risk grantee; or termination of an award(s). Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 169 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 15 of 24 10/31/2022 GG. Required monitoring of subawards The recipient must monitor subawards under this award in accordance with all applicable statutes, regulations, award conditions, and the DOJ Grants Financial Guide, and must include the applicable conditions of this award in any subaward. Among other things, the recipient is responsible for oversight of subrecipient spending and monitoring of specific outcomes and benefits attributable to use of award funds by subrecipients. The recipient agrees to submit, upon request, documentation of its policies and procedures for monitoring of subawards under this award. HH. Safe policing and law enforcement subrecipients If this award is a discretionary award, the recipient agrees that it will not make any subawards to State, local, college, or university law enforcement agencies unless such agencies have been certified by an approved independent credentialing body or have started the certification process. To become certified, law enforcement agencies must meet two mandatory conditions: (1) the agency’s use of force policies adhere to all applicable federal, state, and local laws; and (2) the agency’s use of force policies prohibit chokeholds except in situations where use of deadly force is allowed by law. For detailed information on this certification requirement, see https://cops.usdoj.gov/SafePolicingEO. II. OJP Grants Only - Subawards and Procurement Contracts under OJP Awards The Office of Justice Programs (OJP) has developed the following guidance documents to help clarify the differences between subawards and procurement contracts under an OJP award and outline the compliance and reporting requirements for each. Subawards under OJP Awards and Procurement Contracts under Awards: A Toolkit for OJP Recipients. PDF Size: 221.25 KB Checklist to Determine Subrecipient or Contractor Classification. PDF Size: 128.16 KB Sole Source Justification Fact Sheet and Sole Source Review Checklist. PDF Size: 382.40 KB Please contact your grant manager if you have any questions regarding subawards and procurement contracts under this award. This detailed guidance is designed to help grantees better understand how OJP will categorize an agreement by an OJP award recipient with an outside entity for purposes of the federal grants administrative requirements. It is important that each OJP grantee have a full understanding which (if any) of its actions (for purposes of OJP and other federal grants administrative requirements) are "subawards", and which are "procurement contracts under an award." The substance of the relationship should be given greater consideration than the form of agreement between the recipient and the outside entity. Whether an action – for federal grants administrative purposes – is a subaward or procurement contract is a critical distinction as significantly different rules apply to subawards and procurement contracts. If a grantee enters into an agreement that is a subaward of an OJP award, specific rules apply – many of which are set by federal statutes and DOJ regulations; others by award conditions. These rules place particular responsibilities on an OJP recipient for any subawards the OJP recipient may make. The aocusign bnvelope faW PAPU0AOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 170 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 16 of 24 10/31/2022 rules determine much of what the written subaward agreement itself must require or provide. The rules also determine much of what an OJP recipient must do both before and after it makes a subaward. If a grantee enters into an agreement that is a procurement contract under an OJP award, a substantially different set of federal rules applies. For grant recipients with subawards, key compliance requirements include the following: • Having specific federal authorization prior to entering into any subaward under the award. • Requiring subawardee compliance with 2 C.F.R. Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. • Requiring progress and financial reporting. • Collection of performance data from the subawardee • Monitoring subawardees • Reporting subawards (over $30,000) as required by the Federal Funding Accountability and Transparency Act (FFATA). Post-Award Requests for Subaward Authorization • For grantees with procurement contracts, key compliance requirements include the following: • The grantee must comply with the Procurement Standards of 2 C.F.R. Part 200 and provide for full and open competition. • A procurement contract must include all applicable contract provisions set out in Appendix II of 2 C.F.R. Part 200. • All noncompetitive (sole source) procurements must comply with the requirements outlined in 2 C.F.R. 200. o Sole source procurements that do not exceed the Simplified Acquisition Threshold (currently $250,000) must have written justification for the noncompetitive procurement action maintained in the procurement file. If a procurement file does not have the documentation that meets the criteria outlined in 2 C.F.R. 200, the procurement expenditures may not be allowable. All Sole source procurement must be approved by DCJ. JJ. Authorized Official The grantee understands that, in accepting this award, the Authorized Representative declares and certifies, among other things, that he or she possesses the requisite legal authority to accept the award on behalf of the recipient entity and, in so doing, accepts (or adopts) all material requirements that relate to conduct throughout the period of performance under this award. The recipient further understands, and agrees, that it will not assign anyone to the role of Authorized Representative during the period of Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 171 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 17 of 24 10/31/2022 performance under the award without first ensuring that the individual has the requisite legal authority. 5. FINANCIAL REQUIREMENTS A. Non-supplantation The recipient agrees that grant funds will be used to supplement, not supplant, non-federal funds that would otherwise be available for the activities under this grant. Supplanting arises when a Recipient reduces non-federal funds for an activity specifically because federal funds are available (or are expected to be available) to fund that same activity. Federal funds must be used to supplement existing State or local funds for program activities, and may not replace (that is, may not "supplant") State or local funds that have been appropriated or allocated for the same purpose. Additionally, federal funding may not replace State or local funding that is required by law. When supplanting is prohibited, potential supplanting will be the subject of DCJ monitoring and audit. Should a question of supplanting arise, the grantee will be required to substantiate that any reduction in non-federal resources occurred for reasons other than the receipt or expected receipt of federal funds. B. Misuse of award funds The recipient understands and agrees that misuse of award funds may result in a range of penalties, including suspension of current and future funds, suspension or debarment from federal grants, recoupment of monies provided under an award, and civil and/or criminal penalties. C. Limitation on use of funds to approved activities The recipient agrees that grant funds will be used only for the purposes described in this award. The grantee must not undertake any work or activities that are not described in this award, and must not use staff, equipment, or other goods or services paid for with grant funds for such work or activities, without prior written approval from DCJ. D. Consultant compensation rates The recipient acknowledges that consultants paid with award funds generally may not be paid at a rate in excess of $81.25 per hour, not to exceed $650 per day. To exceed this specified maximum rate, recipients must submit to DCJ a detailed justification and have such justification approved by DCJ, prior to obligation or expenditure of such funds. Issuance of this award or approval of the award budget alone does not indicate approval of any consultant rate in excess of $81.25 per hour, not to exceed $650 per day. Although prior approval is not required for consultant rates below this specified maximum rate, recipients are required to maintain documentation to support all daily or hourly consultant rates. E. Limit on use of grant funds for grantees' employees' salaries With respect to this award, federal funds may not be used to pay cash compensation (salary plus bonuses) to any employee of the award recipient at a rate that exceeds 110% of the maximum annual salary payable to a member of the federal government's Senior Executive Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 172 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 18 of 24 10/31/2022 Service (SES) at an agency with a Certified SES Performance Appraisal System for that year. (An award recipient may compensate an employee at a higher rate, provided the amount in excess of this compensation limitation is paid with non-federal funds.) This limitation on compensation rates allowable under this award may be waived on an individual basis at the discretion the DCJ via DOJ. 6. CIVIL RIGHTS REQUIREMENTS ASSOCIATED WITH DOJ AWARDS The Office for Civil Rights (OCR), Office of Justice Programs (OJP), U.S. Department of Justice (DOJ) has been delegated the responsibility for ensuring that recipients of federal financial assistance from the OJP, the Office of Community Oriented Policing Services (COPS), and the Office on Violence Against Women (OVW) are not engaged in discrimination prohibited by law. Several federal civil rights laws, such as Title VI of the Civil Rights Act of 1964 and Section 504 of the Rehabilitation Act of 1973, require recipients of federal financial assistance to give assurances that they will comply with those laws. Taken together, these civil rights laws prohibit recipients of federal financial assistance from DOJ from discriminating in services and employment because of race, color, national origin, religion, disability, sex, and, for grants authorized under the Violence Against Women Act, sexual orientation and gender identity. Recipients are also prohibited from discriminating in services because of age. For a complete review of these civil rights laws and nondiscrimination requirements, in connection with DOJ awards, see https://ojp.gov/funding/Explore/LegalOverview/CivilRightsRequirements.htm. If you are a recipient of grant awards under the Omnibus Crime Control and Safe Streets Act or the Juvenile Justice and Delinquency Prevention Act and your agency is part of a criminal justice system, there are two additional obligations that may apply in connection with the awards: (1) complying with the regulation relating to Equal Employment Opportunity Programs (EEOPs); and (2) submitting findings of discrimination to OCR. For additional information regarding the EEOP requirement, see 28 CFR Part 42, subpart E, and for additional information regarding requirements when there is an adverse finding, see 28C.F.R. §§ 42.204(c), .205(c)(5). The OCR is available to help you and your organization meet the civil rights requirements that are associated with DOJ grant funding. If you would like the OCR to assist you in fulfilling your organization's civil rights or nondiscrimination responsibilities as a recipient of federal financial assistance, please do not hesitate to contact the OCR at askOCR@ojp.usdoj.gov. The Grantee hereby agrees that it will comply, and all of its subrecipients (“subgrantees”) will comply, with the applicable provisions of: A. Civil rights laws and nondiscrimination provisions States and units of local government, public and nonprofit institutions of higher education, nonprofit organizations, for-profit businesses, and other recipients of DOJ grants may be subject to various federal civil rights laws for reasons other than their receipt of DOJ funds. Some examples include federal civil rights laws related to discrimination on the basis of race, color, national origin, sex, religion, or disability. aocusign bnvelope faW PAPU0AOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 173 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 19 of 24 10/31/2022 Because a DOJ award is a form of "federal financial assistance," the recipients of a DOJ award (and any "subrecipient" at any tier) must comply with additional civil-rights-related requirements above and beyond those that otherwise would apply. In general, these additional requirements fall into one of two categories: 1. Civil rights laws (sometimes referred to as "cross-cutting" federal civil rights statutes). These apply to essentially any entity that receives an award of federal financial assistance -- regardless of which federal agency awards the grant or cooperative agreement -- and encompass the "program or activity" funded in whole or in part with the federal financial assistance. 2. Nondiscrimination provisions. These are requirements or restrictions that apply to certain OJP or OVW awards -- in addition to the civil rights laws -- because they are set out in a statute that applies specifically to one or more particular OJP or OVW grant programs, or to OJP or OVW awards made under a particular legal authority. Much like the civil rights laws, these provisions apply variously to the programs, activity, or undertaking funded in whole or in part by OJP or OVW, and are described herein. a. Such nondiscrimination provisions apply to some, but not all, OJP or OVW grant programs. b. The nondiscrimination provisions that apply to an OJP or OVW award (above and beyond the requirements in "cross-cutting" civil rights laws) may vary from award to award, even for awards made during the same fiscal year. c. Typically, no more than one of these nondiscrimination provisions will apply to any particular OJP or OVW award. General information on the civil rights laws that apply to every OJP or OVW award, and on the nondiscrimination provisions that apply to some OJP or OVW awards, is available at https://ojp.gov/about/ocr/statutes-regulations. NOTE: As discussed in more detail below, if a civil rights law or nondiscrimination provision prohibits discrimination in employment on the basis of religion, the prohibition is read together with the provisions of the Religious Freedom Restoration Act of 1993. B. Civil rights compliance: Access to services and benefits by individuals with limited English proficiency Compliance with the civil rights laws entails, among other things, taking reasonable steps to ensure that individuals with limited English proficiency (LEP) have meaningful access to DOJ-funded programs or services. An individual with limited English proficiency is one whose first language is not English and who has a limited ability to read, write, speak, or understand English. To assist recipients of DOJ awards in meeting their obligations with respect to such individuals, DOJ has published a guidance document, available on the LEP.gov website. Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 174 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 20 of 24 10/31/2022 C. Certification Each grantee by accepting this award, certifies that it will comply (and it will require any subrecipient at any tier to comply) with applicable civil rights laws and nondiscrimination provisions. An additional DCJ Form 30, will be required prior to the disbursement of any funds. D. Nondiscrimination provisions and the Religious Freedom Restoration Act As noted earlier, a nondiscrimination provision that deals with discrimination in employment on the basis of religion is read together with the pertinent provisions of the Religious Freedom Restoration Act of 1993. As a result, even if an otherwise-applicable nondiscrimination provision states that a grantee or subrecipient may not discriminate in employment based on religion, a DOJ recipient or subrecipient that is a faith-based organization may consider religion in hiring, provided it satisfies particular requirements. An DOJ recipient that is a faith-based organization and that seeks to consider religion in hiring despite an applicable nondiscrimination provision must properly execute and submit to DCJ a specific formal certification to DCJ to the effect that-- 1. The grantee is a religious organization that sincerely believes that providing the programs or services funded by the DOJ award is an expression of its religious beliefs, that employing individuals of particular religious belief is important to its religious exercise, and that having to abandon its religious hiring practice to receive federal funding would substantially burden its religious exercise. 2. The grantee will not discriminate against beneficiaries (or prospective beneficiaries) of the programs or services funded by the DOJ award on the basis of religion, a religious belief, a refusal to hold a religious belief, or a refusal to attend or participate in a religious practice. 3. The grantee will keep any explicitly religious activities separate in time or location from programs or services funded by the DOJ award. 4. The grantee will not require beneficiaries (or prospective beneficiaries) of programs or services funded by the DOJ award to attend or participate in any explicitly religious activities. Any such participation will be purely voluntary. To make the required certification, an appropriate, authorized official of the grantee organization must execute the Certification Regarding Hiring Practices on the Basis of Religion on behalf of the grantee. A copy of the executed certification must be submitted to DCJ. The grantee must retain the signed original on file as part of its records for the DOJ award. An DOJ recipient that executes and submits a certification that satisfies these requirements ordinarily may consider religion in hiring. Different rules may apply, however, if there is good reason to question the truthfulness of the certification, or if DCJ determines that it is necessary to restrict the recipient from considering religion in hiring to further a compelling government interest. (If DCJ makes such a determination, the Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 175 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 21 of 24 10/31/2022 DCJ may impose limitations that represent the least restrictive means of furthering the compelling government interest.) The rules that apply to subrecipients of DOJ awards that are faith-based organizations are similar, except that the subrecipient is to submit the required certification to the grantee. E. Overview of "Civil Rights Laws" Important "civil rights laws" that apply to all federal financial assistance -- and to all recipients and subrecipients of DOJ awards made in FY 2017 (and in FY 2018), are these: • Section 601 of Title VI of the Civil Rights Act of 1964 (codified at 42 U.S.C. 2000d) o Statutory provision: No person in the United States shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. o DOJ implementing regulation: Subparts C and D of 28 C.F.R. Part 42. • Section 504 of the Rehabilitation Act of 1973 (codified at 29 U.S.C. 794) o Statutory provision: No otherwise qualified individual with a disability in the United States, as defined in [29 U.S.C. 705(20)], shall, solely by reason of her or his disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance[.] o DOJ implementing regulation: Subpart G of 28 C.F.R. Part 42. • Section 901 of Title IX of the Education Amendments of 1972 (codified at 20 U.S.C. 1681) o Statutory provision: No person in the United States shall, on the basis of sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any education program or activity receiving Federal financial assistance[.] o DOJ implementing regulations: Subpart D of 28 C.F.R. Part 42; 28 C.F.R Part 54. • Section 303 of the Age Discrimination Act of 1975 (codified at 42 U.S.C. 6102) o Statutory provision: [N]o person in the United States shall, on the basis of age, be excluded from participation in, be denied the benefits of, or be subjected to Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 176 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 22 of 24 10/31/2022 discrimination under, any program or activity receiving Federal financial assistance. DOJ implementing regulation: Subpart I of 28 C.F.R. Part 42. 7. RECIPIENTS OF OVW GRANT DOLLARS ONLY A. Availability of general terms and conditions on OVW website The recipient agrees to follow the applicable set of general terms and conditions that are available at https://www.justice.gov/ovw/award-conditions. These do not supersede any specific conditions in this award document. B. Compliance with statutory and regulatory requirements The grantee agrees to comply with all relevant statutory and regulatory requirements, which may include, among other relevant authorities, the Violence Against Women Act of 1994, P.L. 103-322, the Violence Against Women Act of 2000, P.L. 106-386, the Violence Against Women and Department of Justice Reauthorization Act of 2005, P.L. 109-162, the Violence Against Women Reauthorization Act of 2013, P.L. 113-4, the Omnibus Crime Control and Safe Streets Act of 1968, 34 U.S.C. §§ 10101 et seq., and OVW's implementing regulations at 28 C.F.R. Part 90. C. VAWA 2013 nondiscrimination condition The recipient acknowledges that 34 U.S.C. § 12291(b)(13) prohibits recipients of OVW awards from excluding, denying benefits to, or discriminating against any person on the basis of actual or perceived race, color, religion, national origin, sex, gender identity, sexual orientation, or disability in any program or activity funded in whole or in part by OVW. The recipient agrees that it will comply with this provision. The recipient also agrees to ensure that any subrecipients ("subgrantees") at any tier will comply with this provision. D. Confidentiality and information sharing The grantee agrees to comply with the provisions of 34 U.S.C. § 12291(b)(2), nondisclosure of confidential or private information, which includes creating and maintaining documentation of compliance, such as policies and procedures for release of victim information. The recipient also agrees to comply with the regulations implementing this provision at 28 CFR 90.4(b) and “Frequently Asked Questions (FAQs) on the VAWA Confidentiality Provision (34 U.S.C. § 12291(b)(2))” on the OVW website at https://www.justice.gov/ovw/resources-and-faqs-grantees. The grantee also agrees to ensure that all subrecipients ("subgrantees") at any tier meet these requirements. E. Activities that compromise victim safety and recovery and undermine offender accountability The recipient agrees that grant funds will not support activities that compromise victim safety and recovery or undermine offender accountability, such as: procedures or policies that exclude victims from receiving safe shelter, advocacy services, counseling, and other assistance based on their actual or perceived sex, age, immigration status, race, religion, sexual orientation, gender identity, mental health condition, physical health condition, criminal record, work in the sex industry, or the age and/or sex of their children; aocusign bnvelope faW PAPU0AOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 177 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 23 of 24 10/31/2022 procedures or policies that compromise the confidentiality of information and privacy of persons receiving OVW-funded services; procedures or policies that impose requirements on victims in order to receive services (e.g., seek an order of protection, receive counseling, participate in couples' counseling or mediation, report to law enforcement, seek civil or criminal remedies, etc.); procedures or policies that fail to ensure service providers conduct safety planning with victims; project design and budgets that fail to account for the access needs of participants with disabilities and participants who have limited English proficiency or are Deaf or hard of hearing; or any other activities outlined in the solicitation under which the approved application was submitted.. F. Policy for response to workplace-related incidents of sexual misconduct, domestic violence, and dating violence The recipient, and any subrecipient at any tier, must have a policy, or issue a policy within 270 days of the award date, to address workplace-related incidents of sexual misconduct, domestic violence, and dating violence involving an employee, volunteer, consultant, or contractor. The details of this requirement are posted on the OVW web site at https://www.justice.gov/ovw/award-conditions (Award Condition: Policy for response to workplace-related sexual misconduct, domestic violence, and dating violence), and are incorporated by reference here. G. Termination or suspension for cause DCJ or the Director of OVW, upon a finding that there has been substantial failure by the recipient to comply with applicable laws, regulations, and/or the terms and conditions of the award or relevant solicitation, will terminate or suspend until DCJ or the Director is satisfied that there is no longer such failure, all or part of the award, in accordance with the provisions of 28 C.F.R. Part 18, as applicable mutatis mutandis. H. Compliance with solicitation requirements The recipient agrees that it must be in compliance with requirements outlined in the solicitation under which the approved application was submitted, the applicable Solicitation Companion Guide, and any program-specific frequently asked questions (FAQs) on the OVW website (https://www.justice.gov/ovw/resources-and-faqs-grantees). The program solicitation, Companion Guide, and any program specific FAQs are hereby incorporated by reference into this award. I. Subrecipient program income The recipient understands and agrees that it has responsibility for approval of program income earned by subrecipients. Program income, as defined by 2 C.F.R. 200.1, means gross income earned by a non-federal entity that is directly generated by a supported activity or earned as a result of the federal award during the period of performance. Without prior approval, program income must be deducted from total allowable costs to determine the net allowable costs. In order to add program income to a subaward, subrecipients must seek approval from the recipient prior to generating any program income. Any program income added to a subaward must be used to support activities that were approved in the budget and follow the conditions of the subaward agreement. Any program income approved by the recipient must be reported by the subrecipient to the recipient so that it is reported on the quarterly Program Income Financial Report (DCJ Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 178 of 972 Federal Awards issued from 2022 Federal Grant Funds Page 24 of 24 10/31/2022 Form 1-B) in accordance with the addition alternative. If the program income amount changes (increases or decreases) during the project period, the recipient must provide approval by the end of the project period. Failure to comply with these requirements may result in audit findings for both the recipient and the subrecipient. J. Subrecipient product monitoring The recipient agrees to monitor subrecipients to ensure that materials and products (written, visual, or sound) developed with OVW formula grant program funding fall within the scope of the grant program and do not compromise victim safety. Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 179 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 1 of 21 2023 FEDERAL REQUIREMENTS Introduction [New for 2023] 3 1. Applicability 3 2. Recipient 3 3. Ensuring Compliance of Subgrantees (subrecipients) 3 4. General Conditions 3 A. Requirements of the award; remedies for non-compliance or for materially false statements 3 B. Applicability of Part 200 Uniform Requirements 4 C. Compliance with DOJ Grants Financial Guide 5 D. Reclassification of various statutory provisions to a new Title 34 of the United States Code 5 E. Requirements related to "de minimis" indirect cost rate 5 F. Requirement to report potentially duplicative funding 5 G. Requirements related to System for Award Management and Universal Identifier Requirements/Unique Entity Identifiers 6 H. Employment eligibility verification for hiring under the award 6 I. Requirement to report actual or imminent breach of personally identifiable information (PII) 7 J. All subawards ("subgrants") and contracts must have DCJ authorization 8 K. Specific post-award approval required to use a noncompetitive approach in any procurement contract 8 L. Requirements pertaining to prohibited conduct related to trafficking in persons (including reporting requirements and DOJ or DCJ authority to terminate award) 8 M. Determination of suitability to interact with participating minors 8 N. Compliance with applicable rules regarding approval, planning, and reporting of conferences, meetings, trainings, and other events 9 O. Requirement for data on performance and effectiveness under the award 9 P. Training Guiding Principles 9 Q. Effect of failure to address audit issues 9 R. Potential imposition of additional requirements 9 S. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 42 10 T. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 54 10 U. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 38 10 V. Restrictions on "lobbying" and policy development 10 W. Compliance with general appropriations-law restrictions on the use of federal funds (FY 2023) 11 X. Reporting potential fraud, waste, and abuse, and similar misconduct 11 Y. Restrictions and certifications regarding non-disclosure agreements and related matters 11 Z. Compliance with 41 U.S.C. 4712 (including prohibitions on reprisal; notice to employees) 12 AA. Encouragement of policies to ban text messaging while driving 13 BB. Requirement to disclose whether recipient is designated "high risk" by a federal grant-making agency 13 CC. Right to examine documents 13 DD. Maintaining contact information 13 EE. Recipient integrity and performance matters: Requirement to report information on certain civil, criminal, and administrative proceedings to SAM and FAPIIS 14 FF. Cooperating with DOJ Monitoring 14 GG. Required monitoring of subawards 14 HH. Safe policing and law enforcement subrecipients 14 II. Authorized Official 15 JJ. Compliance with restrictions on the use of federal funds-prohibited and controlled equipment under OJP award 15 5. Financial Requirements 15 Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 180 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 2 of 21 A. Non-supplantation 15 B. Misuse of award funds 15 C. Limitation on use of funds to approved activities 16 D. Consultant compensation rates 16 E. Limit on use of grant funds for grantees' employees' salaries 16 6. Civil rights requirements associated with DOJ awards 16 A. Civil rights laws and nondiscrimination provisions 17 B. Civil rights compliance: Access to services and benefits by individuals with limited English proficiency 18 C. Certification 18 D. Nondiscrimination provisions and the Religious Freedom Restoration Act 18 E. Overview of "Civil Rights Laws" 19 7. Recipients of OVW grant dollars ONLY 20 A. Availability of general terms and conditions on OVW website 20 B. Compliance with statutory and regulatory requirements 20 C. VAWA 2013 nondiscrimination condition 20 D. Confidentiality and information sharing 20 E. Activities that compromise victim safety and recovery and undermine offender accountability 21 F. Policy for response to workplace-related incidents of sexual misconduct, domestic violence, and dating violence 21 G. Termination or suspension for cause 21 H. Compliance with solicitation requirements 21 I. Subrecipient program income 22 J. Subrecipient product monitoring 22 Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 181 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 3 of 21 A.INTRODUCTION [NEW FOR 2023] Each year the Division of Criminal Justice (DCJ) performs a detailed assessment of the federal legal requirements to generate this exhibit. The DCJ has incorporated these notations into this document to call out differences from prior years. Minor changes that do not change the requirement, such as typographical errors or formatting will not be noted as a change. 1.APPLICABILITY [Same as years: 2018, 2019, 2020, 2021, 2022] The DCJ issues federal grants from two Department of Justice (DOJ) offices: the Office of Justice Programs (OJP) and the Office on Violence Against Women (OVW). All award conditions set out below apply to both OJP and OVW funded grants, with the exception of the conditions labeled as: “Recipients of OVW grant dollars only” or “Recipients of OJP grant dollars only” which only apply to OVW funded awards. References to the DOJ apply to both OJP and OVW funded grants. Individual awards will also include special conditions. Those additional conditions may relate to the particular statute, program, or solicitation under which the award is made; the substance of the funded application; the grantee's performance under other federal awards; the grantee's legal status (e.g., as a for- profit entity); or to other pertinent considerations. 2.RECIPIENT [Same as years: 2018, 2019, 2020, 2021, 2022] For the purposes of this document, the term “recipient” refers to the Legal Entity Name listed on the Division of Criminal Justice (DCJ) Grant Award Document issued to a grantee receiving federal grants funds from DCJ. The term “Recipient” and “Grantee” are interchangeable within this Exhibit. 3.ENSURING COMPLIANCE OF SUBGRANTEES (SUBRECIPIENTS) [Same as years: 2018, 2019, 2020, 2021, 2022] Grantee is responsible for notifying any subgrantee (subrecipient), issued under this grant, of all provisions herein. Grantee is responsible for monitoring any subgrantee (subrecipient) for compliance with all the provisions herein. 4.GENERAL CONDITIONS B.Requirements of the award; remedies for non-compliance or for materially false statements [Same as years: 2020, 2021, 2022] The conditions of this award are material requirements of the award. Compliance with any certifications or assurances submitted by or on behalf of the recipient that relate to conduct during the period of performance also is a material requirement of this award. OJP Awards Only: Limited Exceptions. In certain special circumstances, the U.S. Department of Justice ("DOJ") may determine that it will not enforce, or enforce only in part, one or more requirements otherwise applicable to the award. Any such exceptions regarding enforcement, including any such exceptions made during the period of performance, are (or will be during the period of performance) set out through the Office of Justice Programs ("OJP") webpage entitled "Legal Notices: Special circumstances as to particular award conditions" (ojp.gov/funding/Explore/LegalNotices-AwardReqts.htm), and incorporated by reference into the award. aocusign bnvelope faW PAPUMAOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 182 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 4 of 21 By signing and accepting this award on behalf of the recipient, the authorized recipient official accepts all material requirements of the award, and specifically adopts, as if personally executed by the authorized recipient official, all assurances or certifications submitted by or on behalf of the recipient that relate to conduct during the period of performance. Failure to comply with any one or more of these award requirements -- whether a condition set out in full below, a condition incorporated by reference below, or a certification or assurance related to conduct during the award period -- may result in the Division of Criminal Justice (DCJ), Office of Justice Programs ("OJP") or Office on Violence Against Women (“OVW”) taking appropriate action with respect to the recipient and the award. Among other things, the Department of Justice “DOJ” may withhold award funds, disallow costs, or suspend or terminate the award. DOJ, including OJP, and DCJ also may take other legal action as appropriate. Any materially false, fictitious, or fraudulent statement to the federal government related to this award (or concealment or omission of a material fact) may be the subject of criminal prosecution (including under 18 U.S.C. 1001 and/or 1621, and/or 34 U.S.C. 10271-10273), and also may lead to imposition of civil penalties and administrative remedies for false claims or otherwise (including under 31 U.S.C. 3729-3730 and 3801-3812). Should any provision of a requirement of this award be held to be invalid or unenforceable by its terms, that provision shall first be applied with a limited construction so as to give it the maximum effect permitted by law. Should it be held, instead, that the provision is utterly invalid or -unenforceable, such provision shall be deemed severable from this award. C. Applicability of Part 200 Uniform Requirements [Same as years: 2018, 2019, 2020, 2021, 2022 - except as highlighted] The Uniform Administrative Requirements, Cost Principles, and Audit Requirements in 2 C.F.R. Part 200, as adopted and supplemented by DOJ in 2 C.F.R. Part 2800 (together, the "Part 200 Uniform Requirements") apply to this FY 2023 award from the DOJ. The Part 200 Uniform Requirements were first adopted by DOJ on December 26, 2014. If this FY 2023 award supplements funds previously awarded by DOJ under the same award number (e.g., funds awarded during or before December 2014), the Part 200 Uniform Requirements apply with respect to all funds under that award number (regardless of the award date, and regardless of whether derived from the initial award or a supplemental award) that are obligated on or after the acceptance date of this FY 2023 award. For more information and resources on the Part 200 Uniform Requirements as they relate to DOJ awards and subawards ("subgrants"), see the OJP website at https://ojp.gov/funding/Part200UniformRequirements.htm. Record retention and access: Records pertinent to the award that the recipient (and any subrecipient ("subgrantee") at any tier) must retain -- typically for a period of 3 years from the date of submission of the final expenditure report (SF 425), unless a different retention period applies -- and to which the recipient (and any subrecipient ("subgrantee") at any tier) must provide access, include performance measurement information, in addition to the financial records, supporting documents, statistical records, and other pertinent records indicated at 2 C.F.R. 200.334, 200.337. In the event that an award-related question arises from documents or other materials prepared or distributed by the DOJ that may appear to conflict with, or differ in some way from, the provisions of the Part 200 Uniform Requirements, the recipient is to contact DCJ promptly for clarification. aocusign bnvelope faW PAPUMAOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 183 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 5 of 21 D. Compliance with DOJ Grants Financial Guide [Same as years: 2018, 2019, 2020, 2021, 2022] The grantee agrees to comply with the current edition of the DOJ Grants Financial Guide as posted on the website, including any updated version that may be posted during the period of performance. References to the DOJ Grants Financial Guide are to the DOJ Grants Financial Guide as posted on the OJP website (currently, the "DOJ Grants Financial Guide" available at https://ojp.gov/financialguide/DOJ/index.htm), including any updated version that may be posted during the period of performance. E. Reclassification of various statutory provisions to a new Title 34 of the United States Code [Same as years: 2018, 2019, 2020, 2021, 2022] On September 1, 2017, various statutory provisions previously codified elsewhere in the U.S. Code were editorially reclassified (that is, moved and renumbered) to a new Title 34, entitled "Crime Control and Law Enforcement." The reclassification encompassed a number of statutory provisions pertinent to DOJ awards (that is, DOJ grants and cooperative agreements), including many provisions previously codified in Title 42 of the U.S. Code. Effective as of September 1, 2017, any reference in this award document to a statutory provision that has been reclassified to the new Title 34 of the U.S. Code is to be read as a reference to that statutory provision as reclassified to Title 34. This rule of construction specifically includes references set out in award conditions, references set out in material incorporated by reference through award conditions, and references set out in other award requirements. F. Requirements related to "de minimis" indirect cost rate [Same as years: 2018, 2019, 2020, 2021, 2022] A grantee that is eligible under the Part 200 Uniform Requirements and other applicable law to use the "de minimis" indirect cost rate described in 2 C.F.R. 200.414(f), and that elects to use the "de minimis" indirect cost rate must comply with all associated requirements in the Part 200 Uniform Requirements. The "de minimis" rate may be applied only to modified total direct costs (MTDC) as defined by the Part 200 Uniform Requirements G. Requirement to report potentially duplicative funding [Same as years: 2018, 2019, 2020, 2021, 2022] If the recipient currently has other active awards of federal funds, or if the recipient receives any other award of federal funds during the period of performance for this award, the recipient promptly must determine whether funds from any of those other federal awards have been, are being, or are to be used (in whole or in part) for one or more of the identical cost items for which funds are provided under this award. If so, the recipient must promptly notify DCJ in writing of the potential duplication, and, if so requested by DCJ, must seek a budget-modification and change-of-project to eliminate any inappropriate duplication of funding. H. Requirements related to System for Award Management and Universal Identifier Requirements/Unique Entity Identifiers [Same as years: 019, 2020, 2021, 2022 - except as highlighted] The grantee must comply with applicable requirements regarding the System for Award Management (SAM), currently accessible at https://www.sam.gov/SAM/. This includes applicable requirements regarding registration with SAM, as well as maintaining the currency of information in SAM. Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 184 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 6 of 21 The grantee must comply with applicable restrictions on subawards Grantees, including restrictions on subawards to entities that do not acquire and provide (to the recipient) the unique entity identifier required for SAM registration. The details of the grantee’s obligations related to SAM and to unique entity identifiers are posted on the OJP web site at https://ojp.gov/funding/Explore/SAM.htm and the OVW website at https://www.justice.gov/ovw/award-conditions (Award condition: System for Award Management (SAM) and Universal Identifier Requirements), and are incorporated by reference here. This condition does not apply to an award to an individual who received the award as a natural person (i.e., unrelated to any business or non-profit organization that he or she may own or operate in his or her name). I. Employment eligibility verification for hiring under the award [Same as years: 2019, 2020, 2021, 2022] 1. The grantee (and any subrecipient at any tier) must— a. Ensure that, as part of the hiring process for any position within the United States that is or will be funded (in whole or in part) with award funds, the recipient (or any subrecipient) properly verifies the employment eligibility of the individual who is being hired, consistent with the provisions of 8 U.S.C. 1324a(a)(1). b. Notify all persons associated with the recipient (or any subrecipient) who are or will be involved in activities under this award of both — (1) this award requirement for verification of employment eligibility, and (2) the associated provisions in 8 U.S.C. 1324a(a)(1) that, generally speaking, make it unlawful, in the United States, to hire (or recruit for employment) certain aliens. c. Provide training (to the extent necessary) to those persons required by this condition to be notified of the award requirement for employment eligibility verification and of the associated provisions of 8 U.S.C. 1324a(a)(1). d. As part of the recordkeeping for the award (including pursuant to the Part 200 Uniform Requirements), maintain records of all employment eligibility verifications pertinent to compliance with this award condition in accordance with Form I-9 record retention requirements, as well as records of all pertinent notifications and trainings. 2. Monitoring. The grantee's monitoring responsibilities include monitoring of subrecipient compliance with this condition. 3. Allowable costs. To the extent that such costs are not reimbursed under any other federal program, award funds may be obligated for the reasonable, necessary, and allocable costs (if any) of actions designed to ensure compliance with this condition. 4. Rules of construction a. Staff involved in the hiring process b. For purposes of this condition, persons "who are or will be involved in activities under this award" specifically includes (without limitation) any and all recipient (or any subrecipient) aocusign bnvelope faW PAPUMAOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 185 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 7 of 21 officials or other staff who are or will be involved in the hiring process with respect to a position that is or will be funded (in whole or in part) with award funds. c. Employment eligibility confirmation with E-Verify d. For purposes of satisfying the requirement of this condition regarding verification of employment eligibility, the recipient (or any subrecipient) may choose to participate in, and use, E-Verify (www.e-verify.gov), provided an appropriate person authorized to act on behalf of the recipient (or subrecipient) uses E-Verify (and follows the proper E-Verify procedures, including in the event of a "Tentative Nonconfirmation" or a "Final Nonconfirmation") to confirm employment eligibility for each hiring for a position in the United States that is or will be funded (in whole or in part) with award funds. e. "United States" specifically includes the District of Columbia, Puerto Rico, Guam, the Virgin Islands of the United States, and the Commonwealth of the Northern Mariana Islands. f. Nothing in this condition shall be understood to authorize or require any recipient, any subrecipient at any tier, or any person or other entity, to violate any federal law, including any applicable civil rights or nondiscrimination law. g. Nothing in this condition, including in paragraph 4.b., shall be understood to relieve any recipient, any subrecipient at any tier, or any person or other entity, of any obligation otherwise imposed by law, including 8 U.S.C. 1324a(a)(1). Questions about E-Verify should be directed to DHS. For more information about E-Verify visit the E- Verify website (https://www.e-verify.gov/) or email E-Verify at E-Verify@dhs.gov. E-Verify employer agents can email E-Verify at E-VerifyEmployerAgent@dhs.gov. Questions about the meaning or scope of this condition should be directed to DCJ, before award acceptance. J. Requirement to report actual or imminent breach of personally identifiable information (PII) [Same as years: 2018, 2019, 2020, 2021, 2022 - except as highlighted] The recipient (and any "subrecipient" at any tier) must have written procedures in place to respond in the event of an actual or imminent "breach" (OMB M-17-12) if it (or a subrecipient) -- (1) creates, collects, uses, processes, stores, maintains, disseminates, discloses, or disposes of "Personally Identifiable Information (PII)" (2 CFR 200.1) within the scope of an DOJ grant-funded program or activity, or (2) uses or operates a "Federal information system" (OMB Circular A-130). The recipient's breach procedures must include a requirement to report actual or imminent breach of PII to an DOJ Program Manager no later than 24 hours after an occurrence of an actual breach, or the detection of an imminent breach. K. All subawards ("subgrants") and contracts must have DCJ authorization [Same as years: 2018, 2019, 2020, 2021, 2022] The grantee, and any subrecipient ("subgrantee") at any tier, must receive approval from DCJ prior to issuing a subaward or a procurement contract under this award. L. Specific post-award approval required to use a noncompetitive approach in any procurement contract [Same as years: 2018, 2019, 2020, 2021, 2022] Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 186 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 8 of 21 The grantee, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements to obtain specific advance approval to use a noncompetitive approach in any procurement contract. This condition applies to agreements that -- for purposes of federal grants administrative requirements – OJP or OVW considers a procurement "contract" (and therefore does not consider a subaward). M. Requirements pertaining to prohibited conduct related to trafficking in persons (including reporting requirements and DOJ or DCJ authority to terminate award) [Same as years: 2021, 2022] The grantee, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements (including requirements to report allegations) pertaining to prohibited conduct related to the trafficking of persons, whether on the part of recipients, subrecipients ("subgrantees"), or individuals defined (for purposes of this condition) as "employees" of the recipient or of any subrecipient. The details of the grantee's obligations related to prohibited conduct related to trafficking in persons are posted on the OJP web site at https://ojp.gov/funding/Explore/ProhibitedConduct-Trafficking.htm and the OVW web site at https://www.justice.gov/ovw/award-conditions (Award condition: Prohibited conduct by recipients and subrecipients related to trafficking in persons (including reporting requirements and DOJ authority to terminate award)), and are incorporated by reference here. N. Determination of suitability to interact with participating minors [Same as years: 2021, 2022] SCOPE. This condition applies to this award if it is indicated -- in the application for the award (as approved by DOJ) (or in the application for any subaward at any tier), the DOJ funding announcement (solicitation), or an associated federal statute -- that a purpose of some or all of the activities to be carried out under the award (whether by the recipient, or a subrecipient at any tier) is to benefit a set of individuals under 18 years of age. The recipient, and any subrecipient at any tier, must make determinations of suitability before certain individuals may interact with participating minors. This requirement applies regardless of an individual's employment status. The details of this requirement are posted on the OJP web site at https://ojp.gov/funding/Explore/Interact-Minors.htm and OVW web site at https://www.justice.gov/ovw/award-conditions (Award condition: Determination of suitability required, in advance, for certain individuals who may interact with participating minors), and are incorporated by reference here. O. Compliance with applicable rules regarding approval, planning, and reporting of conferences, meetings, trainings, and other events [Same as years: 2018, 2019, 2020, 2021, 2022] The grantee, and any subrecipient ("subgrantee") at any tier, must comply with all applicable laws, regulations, policies, and official DOJ guidance (including specific cost limits, prior approval and reporting requirements, where applicable) governing the use of federal funds for expenses related to conferences (as that term is defined by DOJ), including the provision of food and/or beverages at such conferences, and costs of attendance at such conferences. Information on the pertinent DOJ definition of conferences and the rules applicable to this award appears in the DOJ Grants Financial Guide (currently, as section 3.10 of "Postaward Requirements" in the "DOJ Grants Financial Guide"). aocusign bnvelope faW PAPUMAOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 187 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 9 of 21 Recipients of OVW grant dollars only: Additional information on the pertinent to this award appears on the OVW website at https://www.justice.gov/ovw/conference-planning. P. Requirement for data on performance and effectiveness under the award [Same as years: 2020, 2021, 2022] The recipient must collect and maintain data that measure the performance and effectiveness of work under this award. The data must be provided to DCJ and/or DOJ in the manner (including within the timeframes) specified by DCJ in the program solicitation or other applicable written guidance. Data collection supports compliance with the Government Performance and Results Act (GPRA) and the GPRA Modernization Act of 2010, and other applicable laws. Q. Training Guiding Principles [Same as years: 2018, 2019, 2020, 2021, 2022] Any training or training materials that the recipient -- or any subrecipient ("subgrantee") at any tier -- develops or delivers with DOJ award funds must adhere to the OJP Training Guiding Principles for Grantees and Subgrantees, available at https://ojp.gov/funding/Implement/TrainingPrinciplesForGrantees-Subgrantees.htm , or the OVW Training Guiding Principles for Grantees and Subgrantees, available at https://www.justice.gov/ovw/resources-and-faqs-grantees#Discretionary. R. Effect of failure to address audit issues [Same as years: 2018, 2019, 2020, 2021, 2022] The recipient understands and agrees that the DCJ or the DOJ awarding agency (OJP or OVW, as appropriate) may withhold award funds, or may impose other related requirements, if (as determined by the DCJ or DOJ awarding agency) the recipient does not satisfactorily and promptly address outstanding issues from audits required by the Part 200 Uniform Requirements (or by the terms of this award), or other outstanding issues that arise in connection with audits, investigations, or reviews of DOJ awards. S. Potential imposition of additional requirements [Same as years: 2018, 2019, 2020, 2021, 2022] The recipient agrees to comply with any additional requirements that may be imposed by the DCJ during the period of performance for this award, if the recipient is designated as "high-risk" for purposes of the DCJ high-risk grantee list. T. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 42 [Same as years: 2018, 2019, 2020, 2021, 2022] The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements of 28 C.F.R. Part 42, specifically including any applicable requirements in Subpart E of 28 C.F.R. Part 42 that relate to an equal employment opportunity program. U. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 54 [Same as years: 2018, 2019, 2020, 2021, 2022] The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements of 28 C.F.R. Part 54, which relates to nondiscrimination on the basis of sex in certain "education programs." Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 188 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 10 of 21 V. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 38 [Same as years: 2018, 2019, 2020, 2021, 2022] The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements of 28 C.F.R. Part 38 (as may be applicable from time to time), specifically including any applicable requirements regarding written notice to program beneficiaries and prospective program beneficiaries. Currently, among other things, 28 C.F.R. Part 38 includes rules that prohibit specific forms of discrimination on the basis of religion, a religious belief, a refusal to hold a religious belief, or refusal to attend or participate in a religious practice. Part 38, currently, also sets out rules and requirements that pertain to recipient and subrecipient ("subgrantee") organizations that engage in or conduct explicitly religious activities, as well as rules and requirements that pertain to recipients and subrecipients that are faith-based or religious organizations. The text of 28 C.F.R. Part 38 is available via the Electronic Code of Federal Regulations (currently accessible at https://www.ecfr.gov/cgi-bin/ECFR?page=browse), by browsing to Title 28-Judicial Administration, Chapter 1, Part 38, under e-CFR "current" data. W. Restrictions on "lobbying" and policy development [Same as years: 2018, 2019, 2020, 2021, 2022 - except as highlighted] In general, as a matter of federal law, federal funds awarded by DOJ may not be used by the grantee, or any subrecipient ("subgrantee") at any tier, either directly or indirectly, to support or oppose the enactment, repeal, modification, or adoption of any law, regulation, or policy, at any level of government. See 18 U.S.C. 1913. (There may be exceptions if an applicable federal statute specifically authorizes certain activities that otherwise would be barred by law.) Recipients of OVW grant dollars only: The recipient, or any subrecipient ("subgrantee") may, however, use federal funds to collaborate with and provide information to federal, state, local, tribal and territorial public officials and agencies to develop and implement policies and develop and promote state, local, or tribal legislation or model codes designed to reduce or eliminate domestic violence, dating violence, sexual assault, and stalking (as those terms are defined in 34 U.S.C. § 12291(a)) when such collaboration and provision of information is consistent with the activities otherwise authorized under this grant program. Another federal law generally prohibits federal funds awarded by DOJ from being used by the recipient, or any subrecipient at any tier, to pay any person to influence (or attempt to influence) a federal agency, a Member of Congress, or Congress (or an official or employee of any of them) with respect to the awarding of a federal grant or cooperative agreement, subgrant, contract, subcontract, or loan, or with respect to actions such as renewing, extending, or modifying any such award. See 31 U.S.C. 1352. Certain exceptions to this law apply, including an exception that applies to Indian tribes and tribal organizations. Should any question arise as to whether a particular use of federal funds by a recipient (or subrecipient) would or might fall within the scope of these prohibitions, the recipient is to contact DCJ for guidance, and may not proceed without the express prior written approval of DCJ and the DOJ awarding agency (OJP or OVW, as appropriate). Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 189 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 11 of 21 X. Compliance with general appropriations-law restrictions on the use of federal funds (FY 2023) [Same as years: 2021, 2022 - except as highlighted] The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable restrictions on the use of federal funds set out in federal appropriations statutes. Pertinent restrictions, including from various "general provisions" in the Consolidated Appropriations Act, 2023, are set out at https://ojp.gov/funding/Explore/FY23AppropriationsRestrictions.htm, https://www.justice.gov/ovw/award-conditions, and are incorporated by reference here. Should a question arise as to whether a particular use of federal funds by a recipient (or a subrecipient) would or might fall within the scope of an appropriations-law restriction, the recipient is to contact DCJ for guidance, and may not proceed without the express prior written approval of DCJ. Y. Reporting potential fraud, waste, and abuse, and similar misconduct [Same as years: 2020, 2021, 2022 - except as highlighted] The recipient and any subrecipients ("subgrantees") must promptly refer to the DOJ Office of the Inspector General (OIG) any credible evidence that a principal, employee, agent, subrecipient, contractor, subcontractor, or other person has, in connection with funds under this award -- (1) submitted a claim that violates the False Claims Act; or (2) committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct. Potential fraud, waste, abuse, or misconduct involving or relating to funds under this award should be reported to the OIG by--(1) online submission accessible via the OIG webpage at https://oig.justice.gov/hotline/contact-grants.htm (select "Submit Report Online"); (2) mail directed to: U.S. Department of Justice, Office of the Inspector General, Investigations Division, ATTN: Grantee Reporting, 950 Pennsylvania Ave., NW, Washington, DC 20530; and/or (3) by facsimile directed to the DOJ OIG Investigations Division (Attn: Grantee Reporting) at (202) 616-9881 (fax). Additional information is available from the DOJ OIG website at http://www.usdoj.gov/oig. Z. Restrictions and certifications regarding non-disclosure agreements and related matters [Same as years: 2018, 2019, 2020, 2021, 2022] No recipient or subrecipient ("subgrantee") under this award, or entity that receives a procurement contract or subcontract with any funds under this award, may require any employee or contractor to sign an internal confidentiality agreement or statement that prohibits or otherwise restricts, or purports to prohibit or restrict, the reporting (in accordance with law) of waste, fraud, or abuse to an investigative or law enforcement representative of a federal department or agency authorized to receive such information. The foregoing is not intended, and shall not be understood by the agency making this award, to contravene requirements applicable to Standard Form 312 (which relates to classified information), Form 4414 (which relates to sensitive compartmented information), or any other form issued by a federal department or agency governing the nondisclosure of classified information. 1. In accepting this award, the recipient — a. represents that it neither requires nor has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above; and aocusign bnvelope faW PAPUMAOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 190 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 12 of 21 b. certifies that, if it learns or is notified that it is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds, will provide prompt written notification to the federal agency making this award, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that agency. 2. If the recipient does or is authorized under this award to make subawards ("subgrants"), procurement contracts, or both -- a. it represents that-- (1) it has determined that no other entity that the recipient's application proposes may or will receive award funds (whether through a subaward ("subgrant"), procurement contract, or subcontract under a procurement contract) either requires or has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above; and (2) it has made appropriate inquiry, or otherwise has an adequate factual basis, to support this representation; and b. it certifies that, if it learns or is notified that any subrecipient, contractor, or subcontractor entity that receives funds under this award is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds to or by that entity, will provide prompt written notification to the federal agency making this award, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that agency. AA. Compliance with 41 U.S.C. 4712 (including prohibitions on reprisal; notice to employees) [Same as years: 2018, 2019, 2020, 2021, 2022] The recipient (and any subrecipient at any tier) must comply with, and is subject to, all applicable provisions of 41 U.S.C. 4712, including all applicable provisions that prohibit, under specified circumstances, discrimination against an employee as reprisal for the employee's disclosure of information related to gross mismanagement of a federal grant, a gross waste of federal funds, an abuse of authority relating to a federal grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal grant. The recipient also must inform its employees, in writing (and in the predominant native language of the workforce), of employee rights and remedies under 41 U.S.C. 4712. Should a question arise as to the applicability of the provisions of 41 U.S.C. 4712 to this award, the grantee is to contact the DCJ for guidance. BB. Encouragement of policies to ban text messaging while driving [Same as years: 2018, 2019, 2020, 2021, 2022] Pursuant to Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving," 74 Fed. Reg. 51225 (October 1, 2009), DOJ encourages recipients and subrecipients ("subgrantees") to adopt and enforce policies banning employees from text messaging while driving any vehicle during the Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 191 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 13 of 21 course of performing work funded by this award, and to establish workplace safety policies and conduct education, awareness, and other outreach to decrease crashes caused by distracted drivers. CC. Requirement to disclose whether recipient is designated "high risk" by a federal grant- making agency [Same as years: 2019, 2020, 2021, 2022] If the recipient is designated "high risk" by a federal grant-making agency, currently or at any time during the course of the period of performance under this award, the recipient must disclose that fact and certain related information to DCJ. For purposes of this disclosure, high risk includes any status under which a federal awarding agency provides additional oversight due to the recipient's past performance, or other programmatic or financial concerns with the recipient. The recipient's disclosure must include the following: 1. The federal awarding agency that currently designates the recipient high risk, 2. The date the recipient was designated high risk, 3. The high-risk point of contact at that federal awarding agency (name, phone number, and email address), and 4. The reasons for the high-risk status, as set out by the federal awarding agency DD. Right to examine documents [Same as years: 2018, 2019, 2020, 2021, 2022] The grantee, and any subrecipient ("subgrantee") at any tier, must authorize the DCJ or DOJ awarding agency (OJP or OVW, as appropriate) and/or the Office of the Chief Financial Officer (OCFO), and its representatives, access to and the right to examine all records, books, paper, or documents related to this grant. EE. Maintaining contact information [Same as years: 2018, 2019, 2020, 2021, 2022] The grantee acknowledges that it is responsible for maintaining updated contact information in the Grants Management System (GMS). To update information in GMS for either the point of contact and/or the authorized representative, the grantee must submit a Change in Project Officials (DCJ Form 4-B). FF. Recipient integrity and performance matters: Requirement to report information on certain civil, criminal, and administrative proceedings to SAM and FAPIIS [Same as years: 2019, 2020, 2021, 2022] The recipient must comply with any and all applicable requirements regarding reporting of information on civil, criminal, and administrative proceedings connected with (or connected to the performance of) either this DOJ award or any other grant, cooperative agreement, or procurement contract from the federal government. Under certain circumstances, recipients of DOJ awards are required to report information about such proceedings, through the federal System for Award Management (known as "SAM"), to the designated federal integrity and performance system (currently, "FAPIIS"). The details of recipient obligations regarding the required reporting (and updating) of information on certain civil, criminal, and administrative proceedings to the federal designated integrity and performance system (currently, "FAPIIS") within SAM are posted on the OJP web site at https://ojp.gov/funding/FAPIIS.htm and OVW web site at: https://www.justice.gov/ovw/ award- conditions (Award Condition: Recipient Integrity and Performance Matters, including Recipient Reporting to FAPIIS), and are incorporated by reference here. Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 192 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 14 of 21 GG. Cooperating with DOJ Monitoring [Same as years: 2021, 2022] The recipient agrees to cooperate with DCJ and DOJ monitoring of this award pursuant to DCJ and DOJ's guidelines, protocols, and procedures, and to cooperate with DCJ and DOJ (including the grant manager for this award and the Office of Chief Financial Officer (OCFO)) requests related to such monitoring, including requests related to desk reviews and/or site visits. The recipient agrees to provide to DCJ and DOJ all documentation necessary for DCJ and/or DOJ to complete its monitoring tasks, including documentation related to any subawards made under this award. Further, the recipient agrees to abide by reasonable deadlines set by DCJ and/or DOJ for providing the requested documents. Failure to cooperate with DCJ and/or DOJ's monitoring activities may result in actions that affect the recipient's DOJ awards, including, but not limited to: withholdings and/or other restrictions on the recipient's access to award funds; referral to the DOJ OIG for audit review; designation of the recipient as a DOJ High Risk grantee; or termination of an award(s). HH. Required monitoring of subawards [Same as years: 2021, 2022] The recipient must monitor subawards under this award in accordance with all applicable statutes, regulations, award conditions, and the DOJ Grants Financial Guide, and must include the applicable conditions of this award in any subaward. Among other things, the recipient is responsible for oversight of subrecipient spending and monitoring of specific outcomes and benefits attributable to use of award funds by subrecipients. The recipient agrees to submit, upon request, documentation of its policies and procedures for monitoring of subawards under this award. II. Safe policing and law enforcement subrecipients [Same as years: 2021, 2022] If this award is a discretionary award, the recipient agrees that it will not make any subawards to State, local, college, or university law enforcement agencies unless such agencies have been certified by an approved independent credentialing body or have started the certification process. To become certified, law enforcement agencies must meet two mandatory conditions: (1) the agency’s use of force policies adhere to all applicable federal, state, and local laws; and (2) the agency’s use of force policies prohibit chokeholds except in situations where use of deadly force is allowed by law. For detailed information on this certification requirement, see https://cops.usdoj.gov/SafePolicingEO. JJ. Authorized Official [Same as years: 2022] The grantee understands that, in accepting this award, the Authorized Representative declares and certifies, among other things, that he or she possesses the requisite legal authority to accept the award on behalf of the recipient entity and, in so doing, accepts (or adopts) all material requirements that relate to conduct throughout the period of performance under this award. The recipient further understands, and agrees, that it will not assign anyone to the role of Authorized Representative during the period of performance under the award without first ensuring that the individual has the requisite legal authority. KK. Compliance with restrictions on the use of federal funds-prohibited and controlled equipment under OJP award [New - incorporated by reference in many OJP awards made during or after May 1, 2023] aocusign bnvelope faW PAPUMAOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 193 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 15 of 21 Recipients of OVJP grant dollars only: Consistent with Executive Order 14074, “Advancing Effective, Accountable Policing and Criminal Justice Practices To Enhance Public Trust and Public Safety,” OJP has prohibited the use of federal funds under this award for purchases or transfers of specified equipment by law enforcement agencies. In addition, OJP requires the recipient, and any subrecipient (“subgrantee”) at any tier, to put in place specified controls prior to using federal funds under this award to acquire or transfer any property identified on the “controlled equipment list.” The details of the requirement are posted on the OJP web site at https://www.ojp.gov/funding/explore/prohibited-and-controlled-equipment (Award condition: Compliance with restrictions on the use of federal funds: Prohibited and Controlled Equipment under OJP awards), and are incorporated by reference here. 5. FINANCIAL REQUIREMENTS A. Non-supplantation [Same as years: 2018, 2019, 2020, 2021, 2022] The recipient agrees that grant funds will be used to supplement, not supplant, non-federal funds that would otherwise be available for the activities under this grant. Supplanting arises when a Recipient reduces non-federal funds for an activity specifically because federal funds are available (or are expected to be available) to fund that same activity. Federal funds must be used to supplement existing State or local funds for program activities, and may not replace (that is, may not "supplant") State or local funds that have been appropriated or allocated for the same purpose. Additionally, federal funding may not replace State or local funding that is required by law. When supplanting is prohibited, potential supplanting will be the subject of DCJ monitoring and audit. Should a question of supplanting arise, the grantee will be required to substantiate that any reduction in non-federal resources occurred for reasons other than the receipt or expected receipt of federal funds. B. Misuse of award funds [Same as years: 2018, 2019, 2020, 2021, 2022] The recipient understands and agrees that misuse of award funds may result in a range of penalties, including suspension of current and future funds, suspension or debarment from federal grants, recoupment of monies provided under an award, and civil and/or criminal penalties. C. Limitation on use of funds to approved activities [Same as years: 2018, 2019, 2020, 2021, 2022] The recipient agrees that grant funds will be used only for the purposes described in this award. The grantee must not undertake any work or activities that are not described in this award, and must not use staff, equipment, or other goods or services paid for with grant funds for such work or activities, without prior written approval from DCJ. D. Consultant compensation rates [Same as years: 2019, 2020, 2021, 2022] The recipient acknowledges that consultants paid with award funds generally may not be paid at a rate in excess of $81.25 per hour, not to exceed $650 per day. To exceed this specified maximum rate, recipients must submit to DCJ a detailed justification and have such justification approved by DCJ, prior to obligation or expenditure of such funds. Issuance of this award or approval of the award budget alone does not indicate approval of any consultant rate in excess of $81.25 per hour, not to exceed $650 per aocusign bnvelope faW PAPUMAOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 194 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 16 of 21 day. Although prior approval is not required for consultant rates below this specified maximum rate, recipients are required to maintain documentation to support all daily or hourly consultant rates. E.Limit on use of grant funds for grantees' employees' salaries [Same as years: 2019, 2020, 2021, 2022] With respect to this award, federal funds may not be used to pay cash compensation (salary plus bonuses) to any employee of the award recipient at a rate that exceeds 110% of the maximum annual salary payable to a member of the federal government's Senior Executive Service (SES) at an agency with a Certified SES Performance Appraisal System for that year. (An award recipient may compensate an employee at a higher rate, provided the amount in excess of this compensation limitation is paid with non-federal funds.) This limitation on compensation rates allowable under this award may be waived on an individual basis at the discretion of the DCJ via DOJ. 6.CIVIL RIGHTS REQUIREMENTS ASSOCIATED WITH DOJ AWARDS The Office for Civil Rights (OCR), Office of Justice Programs (OJP), U.S. Department of Justice (DOJ) has been delegated the responsibility for ensuring that recipients of federal financial assistance from the OJP, the Office of Community Oriented Policing Services (COPS), and the Office on Violence Against Women (OVW) are not engaged in discrimination prohibited by law. Several federal civil rights laws, such as Title VI of the Civil Rights Act of 1964 and Section 504 of the Rehabilitation Act of 1973, require recipients of federal financial assistance to give assurances that they will comply with those laws. Taken together, these civil rights laws prohibit recipients of federal financial assistance from the DOJ from discriminating in services and employment because of race, color, national origin, religion, disability, sex, and, for grants authorized under the Violence Against Women Act, sexual orientation and gender identity. Recipients are also prohibited from discriminating in services because of age. For a complete review of these civil rights laws and nondiscrimination requirements, in connection with DOJ awards, see https://ojp.gov/funding/Explore/LegalOverview/CivilRightsRequirements.htm. If you are a recipient of grant awards under the Omnibus Crime Control and Safe Streets Act or the Juvenile Justice and Delinquency Prevention Act and your agency is part of a criminal justice system, there are two additional obligations that may apply in connection with the awards: (1) complying with the regulation relating to Equal Employment Opportunity Programs (EEOPs); and (2) submitting findings of discrimination to OCR. For additional information regarding the EEOP requirement, see 28 CFR Part 42, subpart E, and for additional information regarding requirements when there is an adverse finding, see 28C.F.R. §§ 42.204(c), .205(c)(5). The OCR is available to help you and your organization meet the civil rights requirements that are associated with DOJ grant funding. If you would like the OCR to assist you in fulfilling your organization's civil rights or nondiscrimination responsibilities as a recipient of federal financial assistance, please do not hesitate to contact the OCR at askOCR@ojp.usdoj.gov. The Grantee hereby agrees that it will comply, and all of its subrecipients (“subgrantees”) will comply, with the applicable provisions of: A.Civil rights laws and nondiscrimination provisions [Same as years: 2018, 2019, 2020, 2021, 2022 - except as highlighted] States and units of local government, public and nonprofit institutions of higher education, nonprofit organizations, for-profit businesses, and other recipients of DOJ grants may be subject to various federal civil rights laws for reasons other than their receipt of DOJ funds. Some examples include federal civil aocusign bnvelope faW PAPUMAOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 195 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 17 of 21 rights laws related to discrimination on the basis of race, color, national origin, sex, religion, or disability. Because a DOJ award is a form of "federal financial assistance," the recipients of a DOJ award (and any "subrecipient" at any tier) must comply with additional civil-rights-related requirements above and beyond those that otherwise would apply. In general, these additional requirements fall into one of two categories: 1. Civil rights laws (sometimes referred to as "cross-cutting" federal civil rights statutes). These apply to essentially any entity that receives an award of federal financial assistance -- regardless of which federal agency awards the grant or cooperative agreement -- and encompass the "program or activity" funded in whole or in part with the federal financial assistance. 2. Nondiscrimination provisions. These are requirements or restrictions that apply to certain OJP or OVW awards -- in addition to the civil rights laws -- because they are set out in a statute that applies specifically to one or more particular OJP or OVW grant programs, or to OJP or OVW awards made under a particular legal authority. Much like the civil rights laws, these provisions apply variously to the programs, activity, or undertaking funded in whole or in part by OJP or OVW, and are described herein. a. Such nondiscrimination provisions apply to some, but not all, OJP or OVW grant programs. b. The nondiscrimination provisions that apply to an OJP or OVW award (above and beyond the requirements in "cross-cutting" civil rights laws) may vary from award to award, even for awards made during the same fiscal year. c. Typically, no more than one of these nondiscrimination provisions will apply to any particular OJP or OVW award. General information on the civil rights laws that apply to every OJP or OVW award, and on the nondiscrimination provisions that apply to some OJP or OVW awards, is available at https://ojp.gov/about/ocr/statutes-regulations. NOTE: As discussed in more detail below, if a civil rights law or nondiscrimination provision prohibits discrimination in employment on the basis of religion, the prohibition is read together with the provisions of the Religious Freedom Restoration Act of 1993. B. Civil rights compliance: Access to services and benefits by individuals with limited English proficiency [Same as years: 2020, 2021, 2022] Compliance with the civil rights laws entails, among other things, taking reasonable steps to ensure that individuals with limited English proficiency (LEP) have meaningful access to DOJ-funded programs or services. An individual with limited English proficiency is one whose first language is not English and who has a limited ability to read, write, speak, or understand English. To assist recipients of DOJ awards in meeting their obligations with respect to such individuals, DOJ has published a guidance document, available on the LEP.gov website. C. Certification [Same as years: 2018, 2019, 2020, 2021, 2022] Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 196 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 18 of 21 Each grantee by accepting this award, certifies that it will comply (and it will require any subrecipient at any tier to comply) with applicable civil rights laws and nondiscrimination provisions. An additional DCJ Form 30, will be required prior to the disbursement of any funds. D. Nondiscrimination provisions and the Religious Freedom Restoration Act [Same as years: 2022] As noted earlier, a nondiscrimination provision that deals with discrimination in employment on the basis of religion is read together with the pertinent provisions of the Religious Freedom Restoration Act of 1993. As a result, even if an otherwise-applicable nondiscrimination provision states that a grantee or subrecipient may not discriminate in employment based on religion, a DOJ recipient or subrecipient that is a faith-based organization may consider religion in hiring, provided it satisfies particular requirements. An DOJ recipient that is a faith-based organization and that seeks to consider religion in hiring despite an applicable nondiscrimination provision must properly execute and submit to DCJ a specific formal certification to DCJ to the effect that-- 1. The grantee is a religious organization that sincerely believes that providing the programs or services funded by the DOJ award is an expression of its religious beliefs, that employing individuals of particular religious belief is important to its religious exercise, and that having to abandon its religious hiring practice to receive federal funding would substantially burden its religious exercise. 2. The grantee will not discriminate against beneficiaries (or prospective beneficiaries) of the programs or services funded by the DOJ award on the basis of religion, a religious belief, a refusal to hold a religious belief, or a refusal to attend or participate in a religious practice. 3. The grantee will keep any explicitly religious activities separate in time or location from programs or services funded by the DOJ award. 4. The grantee will not require beneficiaries (or prospective beneficiaries) of programs or services funded by the DOJ award to attend or participate in any explicitly religious activities. Any such participation will be purely voluntary. To make the required certification, an appropriate, authorized official of the grantee organization must execute the Certification Regarding Hiring Practices on the Basis of Religion on behalf of the grantee. A copy of the executed certification must be submitted to DCJ. The grantee must retain the signed original on file as part of its records for the DOJ award. An DOJ recipient that executes and submits a certification that satisfies these requirements ordinarily may consider religion in hiring. Different rules may apply, however, if there is good reason to question the truthfulness of the certification, or if DCJ determines that it is necessary to restrict the recipient from considering religion in hiring to further a compelling government interest. (If DCJ makes such a determination, the DCJ may impose limitations that represent the least restrictive means of furthering the compelling government interest.) The rules that apply to subrecipients of DOJ awards that are faith-based organizations are similar, except that the subrecipient is to submit the required certification to the grantee. E. Overview of "Civil Rights Laws" [Same as years: 2022 - except as highlighted] Important "civil rights laws" that apply to all federal financial assistance -- and to all recipients and subrecipients of DOJ awards made in FY 2023, are these: Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 197 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 19 of 21 ● Section 601 of Title VI of the Civil Rights Act of 1964 (codified at 42 U.S.C. 2000d) o Statutory provision: No person in the United States shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. o DOJ implementing regulation: Subparts C and D of 28 C.F.R. Part 42. ● Section 504 of the Rehabilitation Act of 1973 (codified at 29 U.S.C. 794) o Statutory provision: No otherwise qualified individual with a disability in the United States, as defined in [29 U.S.C. 705(20)], shall, solely by reason of her or his disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance[.] o DOJ implementing regulation: Subpart G of 28 C.F.R. Part 42. ● Section 901 of Title IX of the Education Amendments of 1972 (codified at 20 U.S.C. 1681) o Statutory provision: No person in the United States shall, on the basis of sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any education program or activity receiving Federal financial assistance[.] o DOJ implementing regulations: Subpart D of 28 C.F.R. Part 42; 28 C.F.R Part 54. ● Section 303 of the Age Discrimination Act of 1975 (codified at 42 U.S.C. 6102) o Statutory provision: [N]o person in the United States shall, on the basis of age, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under, any program or activity receiving Federal financial assistance. DOJ implementing regulation: Subpart I of 28 C.F.R. Part 42. 7. RECIPIENTS OF OVW GRANT DOLLARS ONLY A. Availability of general terms and conditions on OVW website [Same as years: 2019, 2020, 2021, 2022] The grantee agrees to follow the applicable set of general terms and conditions that are available at https://www.justice.gov/ovw/award-conditions. These do not supersede any specific conditions in this award document. B. Compliance with statutory and regulatory requirements [Same as years: 2018,2019, 2020, 2021, 2022] The grantee agrees to comply with all relevant statutory and regulatory requirements, which may include, among other relevant authorities, the Violence Against Women Act of 1994, P.L. 103-322, the Violence Against Women Act of 2000, P.L. 106-386, the Violence Against Women and Department of Justice Reauthorization Act of 2005, P.L. 109-162, the Violence Against Women Reauthorization Act of aocusign bnvelope faW PAPUMAOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 198 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 20 of 21 2013, P.L. 113-4, the Omnibus Crime Control and Safe Streets Act of 1968, 34 U.S.C. §§ 10101 et seq., and OVW's implementing regulations at 28 C.F.R. Part 90. C. VAWA 2013 nondiscrimination condition [Same as years: 2018, 2019, 2020, 2021, 2022] The recipient acknowledges that 34 U.S.C. § 12291(b)(13) prohibits recipients of OVW awards from excluding, denying benefits to, or discriminating against any person on the basis of actual or perceived race, color, religion, national origin, sex, gender identity, sexual orientation, or disability in any program or activity funded in whole or in part by OVW. The recipient agrees that it will comply with this provision. The recipient also agrees to ensure that any subrecipients ("subgrantees") at any tier will comply with this provision. D. Confidentiality and information sharing [Same as years: 2018, 2019, 2020, 2021, 2022] The grantee agrees to comply with the provisions of 34 U.S.C. § 12291(b)(2), nondisclosure of confidential or private information, which includes creating and maintaining documentation of compliance, such as policies and procedures for release of victim information. The recipient also agrees to comply with the regulations implementing this provision at 28 CFR 90.4(b) and “Frequently Asked Questions (FAQs) on the VAWA Confidentiality Provision (34 U.S.C. § 12291(b)(2))” on the OVW website at https://www.justice.gov/ovw/resources-and-faqs-grantees. The grantee also agrees to ensure that all subrecipients ("subgrantees") at any tier meet these requirements. E. Activities that compromise victim safety and recovery and undermine offender accountability [Same as years: 2018, 2019, 2020, 2021, 2022] The recipient agrees that grant funds will not support activities that compromise victim safety and recovery or undermine offender accountability, such as: procedures or policies that exclude victims from receiving safe shelter, advocacy services, counseling, and other assistance based on their actual or perceived sex, age, immigration status, race, religion, sexual orientation, gender identity, mental health condition, physical health condition, criminal record, work in the sex industry, or the age and/or sex of their children; procedures or policies that compromise the confidentiality of information and privacy of persons receiving OVW-funded services; procedures or policies that impose requirements on victims in order to receive services (e.g., seek an order of protection, receive counseling, participate in couples' counseling or mediation, report to law enforcement, seek civil or criminal remedies, etc.); procedures or policies that fail to ensure service providers conduct safety planning with victims; project design and budgets that fail to account for the access needs of participants with disabilities and participants who have limited English proficiency or are Deaf or hard of hearing; or any other activities outlined in the solicitation under which the approved application was submitted. F. Policy for response to workplace-related incidents of sexual misconduct, domestic violence, and dating violence [Same as years: 2020, 2021, 2022] The recipient, and any subrecipient at any tier, must have a policy, or issue a policy within 270 days of the award date, to address workplace-related incidents of sexual misconduct, domestic violence, and dating violence involving an employee, volunteer, consultant, or contractor. The details of this requirement are posted on the OVW web site at https://www.justice.gov/ovw/award-conditions (Award Condition: Policy for response to workplace-related sexual misconduct, domestic violence, and dating violence), and are incorporated by reference here. aocusign bnvelope faW PAPUMAOCJNPUQJQAcOJUPVQJaAQaQUVSQbOO Page 199 of 972 Federal Awards issued from 2023 Federal Grant Funds Page 21 of 21 G. Termination or suspension for cause [Same as years: 2018, 2019, 2020, 2021, 2022] DCJ or the Director of OVW, upon a finding that there has been substantial failure by the recipient to comply with applicable laws, regulations, and/or the terms and conditions of the award or relevant solicitation, will terminate or suspend until DCJ or the Director is satisfied that there is no longer such failure, all or part of the award, in accordance with the provisions of 28 C.F.R. Part 18, as applicable mutatis mutandis. H. Compliance with solicitation requirements [Same as years: 2021, 2022] The recipient agrees that it must be in compliance with requirements outlined in the solicitation under which the approved application was submitted, the applicable Solicitation Companion Guide, and any program-specific frequently asked questions (FAQs) on the OVW website (https://www.justice.gov/ovw/resources-and-faqs-grantees). The program solicitation, Companion Guide, and any program specific FAQs are hereby incorporated by reference into this award. I. Subrecipient program income [Same as years: 2021, 2022] The recipient understands and agrees that it has responsibility for approval of program income earned by subrecipients. Program income, as defined by 2 C.F.R. 200.1, means gross income earned by a non- federal entity that is directly generated by a supported activity or earned as a result of the federal award during the period of performance. Without prior approval, program income must be deducted from total allowable costs to determine the net allowable costs. In order to add program income to a subaward, subrecipients must seek approval from the recipient prior to generating any program income. Any program income added to a subaward must be used to support activities that were approved in the budget and follow the conditions of the subaward agreement. Any program income approved by the recipient must be reported by the subrecipient to the recipient so that it is reported on the quarterly Program Income Financial Report (DCJ Form 1-B) in accordance with the addition alternative. If the program income amount changes (increases or decreases) during the project period, the recipient must provide approval by the end of the project period. Failure to comply with these requirements may result in audit findings for both the recipient and the subrecipient. J. Subrecipient product monitoring [Same as years: 2021, 2022] The recipient agrees to monitor subrecipients to ensure that materials and products (written, visual, or sound) developed with OVW formula grant program funding fall within the scope of the grant program and do not compromise victim safety. Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 200 of 972 2024 State Controller Federal Provisions Page 1 of 7 2024 State Controller Federal Provisions 1. APPLICABILITY OF PROVISIONS. 1.1. The Grant to which these Federal Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Federal Provisions, the Special Provisions, the body of the Grant, or any attachments or exhibits incorporated into and made a part of the Grant, the provisions of these Federal Provisions shall control. 1.2 These Federal Provisions are subject to the Award as defined in §2 of these Federal Provisions, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institutions of higher education. 2. DEFINITIONS. 2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to them below. 2.1.1. “Award” means an award of Federal financial assistance, and the Grant setting forth the terms and conditions of that financial assistance, that a non-Federal Entity receives or administers. 2.1.2. “Entity” means: 2.1.2.1. a Non-Federal Entity; 2.1.2.2. a foreign public entity; 2.1.2.3. a foreign organization; 2.1.2.4. a non-profit organization; 2.1.2.5. a domestic for-profit organization (for 2 CFR parts 25 and 170 only); 2.1.2.6. a foreign non-profit organization (only for 2 CFR part 170) only); 2.1.2.7. a Federal agency, but only as a Subrecipient under an Award or Subaward to a non- Federal entity (or 2 CFR 200.1); or 2.1.2.8. a foreign for-profit organization (for 2 CFR part 170 only). 2.1.3. “Executive” means an officer, managing partner or any other employee in a management position. 2.1.4. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient as described in 2 CFR 200.1 2.1.5. “Grant” means the Grant to which these Federal Provisions are attached. 2.1.6. “Grantee” means the party or parties identified as such in the Grant to which these Federal Provisions are attached. Grantee also means Subrecipient. 2.1.7. “Non-Federal Entity” means a State, local government, Indian tribe, institution of higher education, or nonprofit organization that carries out a Federal Award as a Recipient or a Subrecipient. aocusign bnvelope fa: PAPUMAOC-NPU4-4AcO-UP94-aA4a4U9S4bOO Page 201 of 972 2024 State Controller Federal Provisions Page 2 of 7 2.1.8. “Nonprofit Organization” means any corporation, trust, association, cooperative, or other organization, not including IHEs, that: 2.1.8.1. Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; 2.1.8.2. Is not organized primarily for profit; and 2.1.8.3. Uses net proceeds to maintain, improve, or expand the operations of the organization. 2.1.9. “OMB” means the Executive Office of the President, Office of Management and Budget. 2.1.10. “Pass-through Entity” means a non-Federal Entity that provides a Subaward to a Subrecipient to carry out part of a Federal program. 2.1.11. “Recipient” means the Colorado State agency or institution of higher education identified as the Grantor in the Grant to which these Federal Provisions are attached. 2.1.12. “Subaward” means an award by a Recipient to a Subrecipient or a Contractor funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Subaward unless the terms and conditions of the Federal Award specifically indicate otherwise in accordance with 2 CFR 200.101. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. 2.1.13. “Subrecipient” or “Subgrantee” means a non-Federal Entity (or a Federal agency under an Award or Subaward to a non-Federal Entity) receiving Federal funds through a Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Recipient, including program compliance requirements. The term does not include an individual who is a beneficiary of a federal program. Subrecipient also means Grantee. 2.1.14. “System for Award Management (SAM)” means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. 2.1.15. “Total Compensation” means the cash and noncash dollar value earned by an Executive during the Subrecipient’s preceding fiscal year (see 48 CFR 52.204-10, as prescribed in 48 CFR 4.1403(a)) and includes the following: 2.1.15.1. Salary and bonus; 2.1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 2.1.15.3. Earnings for services under non-equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 2.1.15.4. Change in present value of defined benefit and actuarial pension plans; 2.1.15.5. Above-market earnings on deferred compensation which is not tax-qualified; 2.1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. aocusign bnvelope fa: PAPUMAOC-NPU4-4AcO-UP94-aA4a4U9S4bOO Page 202 of 972 2024 State Controller Federal Provisions Page 3 of 7 2.1.16. “Transparency Act” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. 2.1.17. “Unique Entity ID” means the Unique Entity ID established by the federal government for a Grantee or Subrecipient at https://sam.gov/content/home. 2.1.18. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 3. COMPLIANCE. 3.1. Subrecipient shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, all applicable provisions of the Uniform Guidance, and all applicable Federal Laws and regulations required by this Federal Award. Any revisions to such provisions or regulations shall automatically become a part of these Federal Provisions, without the necessity of either party executing any further instrument. The State of Colorado, at its discretion, may provide written notification to Subrecipient of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND UNIQUE ENTITY ID REQUIREMENTS. 4.1. SAM. Subrecipient shall maintain the currency of its information in SAM until the Subrecipient submits the final financial report required under the Award or receives final payment, whichever is later. Subrecipient shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 4.2. Unique Entity ID. Subrecipient shall provide its Unique Entity ID to its Recipient, and shall update Subrecipient’s information at http://www.sam.gov at least annually after the initial registration, and more frequently if required by changes in Subrecipient’s information. 5. TOTAL COMPENSATION. 5.1. Subrecipient shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 5.1.1. The total Federal funding authorized to date under the Award is $30,000 or more; and 5.1.2. In the preceding fiscal year, Subrecipient received: 5.1.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 5.1.2.2. $30,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 5.1.2.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 6. REPORTING. aocusign bnvelope fa: PAPUMAOC-NPU4-4AcO-UP94-aA4a4U9S4bOO Page 203 of 972 2024 State Controller Federal Provisions Page 4 of 7 6.1. Pursuant to the Transparency Act, Subrecipient shall report data elements to SAM and to the Recipient as required in this Exhibit. No direct payment shall be made to Subrecipient for providing any reports required under these Federal Provisions and the cost of producing such reports shall be included in the Grant price. The reporting requirements in this Exhibit are based on guidance from the OMB, and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Grant and shall become part of Subrecipient’s obligations under this Grant. 7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING. 7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the initial award is $30,000 or more. If the initial Award is below $30,000 but subsequent Award modifications result in a total Award of $30,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $30,000. If the initial Award is $30,000 or more, but funding is subsequently de- obligated such that the total award amount falls below $30,000, the Award shall continue to be subject to the reporting requirements. 7.2. The procurement standards in §9 below are applicable to new Awards made by Recipient as of December 26, 2015. The standards set forth in §11 below are applicable to audits of fiscal years beginning on or after December 26, 2014. 8. SUBRECIPIENT REPORTING REQUIREMENTS. 8.1. Subrecipient shall report as set forth below. 8.1.1. To SAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number (FAIN) assigned by a Federal agency to a Recipient no later than the end of the month following the month in which the Subaward was made: 8.1.1.1. Subrecipient Unique Entity ID; 8.1.1.2. Subrecipient Unique Entity ID if more than one electronic funds transfer (EFT) account; 8.1.1.3. Subrecipient parent’s organization Unique Entity ID; 8.1.1.4. Subrecipient’s address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; 8.1.1.5. Subrecipient’s top 5 most highly compensated Executives if the criteria in §4 above are met; and 8.1.1.6. Subrecipient’s Total Compensation of top 5 most highly compensated Executives if the criteria in §4 above met. 8.1.2. To Recipient. A Subrecipient shall report to its Recipient, upon the effective date of the Grant, the following data elements: 8.1.2.1. Subrecipient’s Unique Entity ID as registered in SAM. 8.1.2.2. Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 9. PROCUREMENT STANDARDS. 9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and applicable regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, 2 CFR 200.318 through 200.327 thereof. aocusign bnvelope fa: PAPUMAOC-NPU4-4AcO-UP94-aA4a4U9S4bOO Page 204 of 972 2024 State Controller Federal Provisions Page 5 of 7 9.2. Domestic preference for procurements (2 CFR 200.322). As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. 9.3. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of a political subdivision of the State, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247, that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 9.4. Never contract with the enemy (2 CFR 200.215). Federal awarding agencies and recipients are subject to the regulations implementing “Never contract with the enemy” in 2 CFR part 183. The regulations in 2 CFR part 183 affect covered contracts, grants and cooperative agreements that are expected to exceed $50,000 within the period of performance, are performed outside the United States and its territories, and are in support of a contingency operation in which members of the Armed Forces are actively engaged in hostilities. 9.5. Prohibition on certain telecommunications and video surveillance services or equipment (2 CFR 200.216). Subrecipient is prohibited from obligating or expending loan or grant funds on certain telecommunications and video surveillance services or equipment pursuant to 2 CFR 200.216. 10. ACCESS TO RECORDS. 10.1. A Subrecipient shall permit Recipient and its auditors to have access to Subrecipient’s records and financial statements as necessary for Recipient to meet the requirements of 2 CFR 200.332 (Requirements for pass-through entities), 2 CFR 200.300 (Statutory and national policy requirements) through 2 CFR 200.309 (Period of performance), and Subpart F-Audit Requirements of the Uniform Guidance. 11. SINGLE AUDIT REQUIREMENTS. 11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient’s fiscal year, the Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in accordance with the provisions of Subpart F-Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR 200.501. 11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance 2 CFR 200.514 (Scope of audit), except when it elects to have a program-specific audit conducted in accordance with 2 CFR 200.507 (Program-specific audits). The Subrecipient may elect to have a program-specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program’s statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Recipient. A program-specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program-specific audit. aocusign bnvelope fa: PAPUMAOC-NPU4-4AcO-UP94-aA4a4U9S4bOO Page 205 of 972 2024 State Controller Federal Provisions Page 6 of 7 11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, the Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR 200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. 11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for the audit required by Subpart F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with 2 CFR 200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Subpart F-Audit Requirements. 12. REQUIRED PROVISIONS FOR SUBRECEPIENT WITH SUBRECIPIENTS OR SUBCONTRACTORS. 12.1. In addition to other provisions required by the Federal Awarding Agency or the Recipient, Subrecipients shall include all of the following applicable provisions; 12.1.1. For agreements with Subrecipients – Include the terms in the Grant Federal Provisions Exhibit (this exhibit) 12.1.2. For contracts with Subcontractors – Include the terms in the Contract Federal Provisions Exhibit. 13. CERTIFICATIONS. 13.1. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR 200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR 200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 14. EXEMPTIONS. 14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 14.2. A Subrecipient with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 15. EVENT OF DEFAULT AND TERMINATION. 15.1. Failure to comply with these Federal Provisions shall constitute an event of default under the Grant and the State of Colorado may terminate the Grant upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30-day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant, at law or in equity. 15.2. Termination (2 CFR 200.340). The Federal Award may be terminated in whole or in part as follows: aocusign bnvelope fa: PAPUMAOC-NPU4-4AcO-UP94-aA4a4U9S4bOO Page 206 of 972 2024 State Controller Federal Provisions Page 7 of 7 15.2.1. By the Federal Awarding Agency or Pass-through Entity, if a Non-Federal Entity fails to comply with the terms and conditions of a Federal Award; 15.2.2. By the Federal awarding agency or Pass-through Entity, to the greatest extent authorized by law, if an award no longer effectuates the program goals or agency priorities; 15.2.3. By the Federal awarding agency or Pass-through Entity with the consent of the Non-Federal Entity, in which case the two parties must agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated; 15.2.4. By the Non-Federal Entity upon sending to the Federal Awarding Agency or Pass-through Entity written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if the Federal Awarding Agency or Pass-through Entity determines in the case of partial termination that the reduced or modified portion of the Federal Award or Subaward will not accomplish the purposes for which the Federal Award was made, the Federal Awarding Agency or Pass-through Entity may terminate the Federal Award in its entirety; or 15.2.5. By the Federal Awarding Agency or Pass-through Entity pursuant to termination provisions included in the Federal Award. Docusign Envelope ID: 3A380A2C-1384-4AF2-8394-DA4D48964E22 Page 207 of 972 Page 208 of 972 Page 2 of 2 DCJ30_v12 (Rev. 02/20) DCJ FORM 30: CERTIFICATION OF COMPLIANCE WITH REGULATIONS, OFFICE FOR CIVIL RIGHTS, DEPARTMENT OF JUSTICE (Continued) II.EQUAL EMPLOYMENT OPPORTUNITY PLAN (EEOP) CERTIFICATIONS: Check the b ox before ONLY ONE APPROPRIATE CERTIFICATION (A, or B below) that applies to this grantee agency during the period of the grant duration noted above. CERTIFICATION "A" [Applicable, if (1), (2) or (3), below, apply.] This is the Certification that most non-profits and small agencies will use. Check all that apply to your entity. This funded entity: ___ (1) is an educational, medical or non-profit organization or an Indian Tribe; ___ (2) has less than 50 employees; ___ (3) was awarded through this single grant award from the Colorado Division of Criminal Justice less than $25,000 in federal U.S. Department of Justice funds. Therefore, I hereby certify that this funded entity is not required to maintain an EEOP, pursuant to 28 CFR §42.302, but is required to submit a Certification (https://ojp.gov/about/ocr/eeop.htm). CERTIFICATION "B" (Applicable to all entities that do not qualify for Certification “A” above) This funded entity, as a for-profit entity or a state or local government having 50 or more employees (counting both full- and part-time employees but excluding political appointees) and is receiving, through this single grant award from the Colorado Division of Criminal Justice, more than $25,000, in federal U.S. Department of Justice funds. Therefore, I hereby certify that the funded entity will prepare and submit an EEOP and Certification at https://ojp.gov/about/ocr/eeop.htm , within 60 days of the award. The EEOP shall be submitted in accordance with 28 CFR §42, subpart E, to Office for Civil Rights, Office of Justice Programs, U.S. Department of Justice that will include a section specifically analyzing the grantee (implementing) agency. (If you have already submitted an EEOP applicable to this time period, send a copy of the letter received from the Office for Civil Rights showing that your EEOP is acceptable.) As the Signature Authority for the above grantee, I certify, by my signature below, that I have read and am fully cognizant of our duties and responsibilities under this Certification. I, hereby, also certify that the content of this form, other than the data entry required, has not been altered. ____________________________________________________ ________________________ SIGNATURE AUTHORITY SIGNATURE DATE _____________________________________________________ _________________________________________ TYPED NAME TITLE * * * * * * * * * * This signed form must be returned to the Colorado Division of Criminal Justice, 700 Kipling, Ste. 1000, Denver, CO 80215, within 45 days of the grant award beginning date. You must also forward a s igned copy to the person identified in the box above. aocusign bnvelope fa: 3A380AOC-N384-4AcO-8394-aA4a489S4bOO X City ManagerShawn Lewis 10/17/2024 | 1:53:25 PM MDT Page 209 of 972 Certificate Of Completion Envelope Id: 3A380A2C13844AF28394DA4D48964E22 Status: Completed Subject: DCJ Grant - VOCA (2024-VA-25-460-18) Part-time Victim Advocate Source Envelope: Document Pages: 96 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 0 CVS Grants AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) 700 Kipling St Lakewood, CO 80215 cvsgrants@state.co.us IP Address: 165.127.87.1 Record Tracking Status: Original 10/17/2024 10:47:11 AM Holder: CVS Grants cvsgrants@state.co.us Location: DocuSign Security Appliance Status: Connected Pool: FedRamp Storage Appliance Status: Connected Pool: CDPS Contracts and Grants Location: DocuSign Signer Events Signature Timestamp Vance Fender vfender@englewoodco.gov Deputy Chief Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 174.198.132.24 Signed using mobile Sent: 10/17/2024 10:58:26 AM Viewed: 10/17/2024 11:22:39 AM Signed: 10/17/2024 11:23:36 AM Electronic Record and Signature Disclosure: Accepted: 10/17/2024 11:22:39 AM ID: fb4dd2cb-9c5e-4e51-ba7e-d0ae4e4718a8 Shawn Lewis slewis@englewoodco.gov City Manager City of Englewood Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 50.201.230.240 Sent: 10/17/2024 11:23:39 AM Viewed: 10/17/2024 1:53:18 PM Signed: 10/17/2024 1:53:25 PM Electronic Record and Signature Disclosure: Accepted: 11/16/2022 4:35:28 PM ID: 2156226e-62fb-4998-9d9b-b45dbdb2c9d5 Matthew M. Lunn, PhD matthew.lunn@state.co.us Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 71.218.86.200 Sent: 10/17/2024 1:53:29 PM Viewed: 10/17/2024 8:57:42 PM Signed: 10/17/2024 8:57:57 PM Electronic Record and Signature Disclosure: Accepted: 10/17/2024 8:57:42 PM ID: 89fc9ccd-c402-4fbb-8c44-62c08ea790f0 Lyndsay Clelland lyndsay.clelland@state.co.us Contract, Grant and Compliance Coordinator Division of Criminal Justice Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 71.218.43.161 Sent: 10/17/2024 8:58:01 PM Viewed: 10/17/2024 9:00:14 PM Signed: 10/18/2024 8:47:23 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Page 210 of 972 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Denise Atencio-Esquibel datencio-esquibel@englewoodco.gov Security Level: Email, Account Authentication (None) Sent: 10/17/2024 10:58:26 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Nancy Wenig nwenig@englewoodco.gov va Security Level: Email, Account Authentication (None) Sent: 10/17/2024 10:58:27 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lyndsay Clelland Lyndsay.Clelland@state.co.us Contract, Grant and Compliance Coordinator Division of Criminal Justice Security Level: Email, Account Authentication (None) Sent: 10/18/2024 8:47:26 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Debbie Kasyon debbie.kasyon@state.co.us Security Level: Email, Account Authentication (None) Sent: 10/18/2024 8:47:27 AM Viewed: 10/18/2024 6:06:52 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Vance Fender vfender@englewoodco.gov Deputy Chief Security Level: Email, Account Authentication (None) Sent: 10/18/2024 8:47:29 AM Electronic Record and Signature Disclosure: Accepted: 10/17/2024 11:22:39 AM ID: fb4dd2cb-9c5e-4e51-ba7e-d0ae4e4718a8 Michael Burtis Michael.Burtis@state.co.us Analyst IV DCJ CDPS Security Level: Email, Account Authentication (None) Sent: 10/18/2024 8:47:30 AM Viewed: 10/18/2024 6:26:48 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Page 211 of 972 Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/17/2024 10:58:27 AM Certified Delivered Security Checked 10/17/2024 9:00:14 PM Signing Complete Security Checked 10/18/2024 8:47:23 AM Completed Security Checked 10/18/2024 8:47:30 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Page 212 of 972 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, CDPS Contracts and Grants (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically blectronic oecord and Signature aisclosure created on: U/N0/O0OO 3:NS:4S mM marties agreed to: sance cenderI Shawn iewisI Matthew M. iunnI mhaI sance cender Page 213 of 972 Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact CDPS Contracts and Grants: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: sarah.white@state.co.us To advise CDPS Contracts and Grants of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at sarah.white@state.co.us and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from CDPS Contracts and Grants To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to sarah.white@state.co.us and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with CDPS Contracts and Grants To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: Page 214 of 972 i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to sarah.white@state.co.us and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify CDPS Contracts and Grants as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by CDPS Contracts and Grants during the course of your relationship with CDPS Contracts and Grants. Page 215 of 972 Please wait... If this message is not eventually replaced by the proper contents of the document, your PDF viewer may not be able to display this type of document. You can upgrade to the latest version of Adobe Reader for Windows®, Mac, or Linux® by visiting http://www.adobe.com/go/reader_download. For more assistance with Adobe Reader visit http://www.adobe.com/go/acrreader. Windows is either a registered trademark or a trademark of Microsoft Corporation in the United States and/or other countries. Mac is a trademark of Apple Inc., registered in the United States and other countries. Linux is the registered trademark of Linus Torvalds in the U.S. and other countries. Page 216 of 972 Please wait... If this message is not eventually replaced by the proper contents of the document, your PDF viewer may not be able to display this type of document. You can upgrade to the latest version of Adobe Reader for Windows®, Mac, or Linux® by visiting http://www.adobe.com/go/reader_download. For more assistance with Adobe Reader visit http://www.adobe.com/go/acrreader. Windows is either a registered trademark or a trademark of Microsoft Corporation in the United States and/or other countries. Mac is a trademark of Apple Inc., registered in the United States and other countries. Linux is the registered trademark of Linus Torvalds in the U.S. and other countries. Page 217 of 972 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Melissa Englund, Ron Thornton DEPARTMENT: City Manager's Office, Public Works DATE: December 16, 2024 SUBJECT: Fleet Zero Grant IGA Approval DESCRIPTION: Acceptance of $33,000 Fleet Zero grant award from the State Energy Office. RECOMMENDATION: Staff recommends council approve, by motion, the $33,000 Fleet Zero grant fund awards from the State Energy Office to go towards installing three level two dual port electric vehicle charging stations at the Service Center. PREVIOUS COUNCIL ACTION: April 17, 2023: Council approved, by motion, the City's first ever Electric Vehicle Action Plan. SUMMARY: Staff applied for, and received, $33,000 of grant funding from the State of Colorado's Department of Energy to install private fleet electric vehicle charging stations at the city's Service Center located at 2800 South Platte River Dr. Installing these charging stations assists the city's goal listed in the 2023 adopted Electric Vehicle (EV) Action Plan to transition 20% of its light-duty fleet to electric by 2030. ANALYSIS: In April of 2023, the City of Englewood (city) adopted its first ever Electric Vehicle (EV) Action Plan. Within this document is a host of goals, one of them being to transition 20% of the city's light-duty vehicle fleet to electric by 2030. This equates to about 15 vehicles by 2030. In order to assist with this transition, the city applied for and won $33,000 from the State Energy Office's Fleet Zero grant. These grant funds, if accepted by council, will go towards the purchase and installment of three dual port level two EV chargers at the Service Center purely for city vehicle use. COUNCIL ACTION REQUESTED: To assist the city in reaching the city's EV Action Plan goal of 20% light duty vehicles transitioned to electric by 2030, city staff recommends Council accept, by motion, the Fleet Zero funds from the State of Colorado to go towards installing private fleet electric vehicle charging stations at the Service Center. FINANCIAL IMPLICATIONS: Page 218 of 972 The total project cost is $81,666.75. Of the total, $33,000 is covered by the Fleet Zero grant with partial, and potentially full, electrical costs covered by Xcel Energy for the electrical work needed ($59,700) via their rebates. Additionally, the city could see future reimbursement for the chargers via the federal government's direct pay program, which staff is continuing to explore. Information on that program can be found here: https://afdc.energy.gov/laws/ev-tax-credits CONNECTION TO STRATEGIC PLAN: This project helps advance multiple goal areas found under the Transportation priority area within the strategic plan such as: I) Multi-Modal Transportation: Ensure access and increased opportunities for multi-modal transportation; II) Connected and Clean Transportation: Increased access to multimodal transportation options, and ensuring most needs are met within a travel distance of 15 minutes. This additionally advances the city’s Sustainability priority area listed in the Strategic Plan, especially the Climate Action goal of being, “A community that addresses current and future environmental, economic, and social climate vulnerabilities through implementing climate adaptation and mitigation projects and practices.” OUTREACH/COMMUNICATIONS: This project has been co-developed by the Public Works department (fleets, operations and maintenance, facilities, etc.) and the Sustainability division. Determining the proposed installation location of the chargers was also done in collaboration with Xcel Energy to ensure a smooth implementation of electrical work. ATTACHMENTS: Council Bill IGA Page 219 of 972 ORDINANCE COUNCIL BILL NO. 65 NO. _____________ INTRODUCED BY COUNCIL SERIES OF 2024 MEMBER _________________ A BILL FOR AN ORDINANCE AUTHRIZING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF ENGLEWOOD AND THE COLORADO ENERGY OFFICE FOR A GRANT FROM THE FLEET ZERO-EMISSION RESOURCE OPPORTUNITY PROGRAM WHEREAS, in 2022 the State of Colorado passed HB 22-1362 concerning the reduction of greenhouse gas emissions from buildings and created the Public Building Electrification Grant Program; and WHEREAS, in April 2023, the City of Englewood adopted its first-ever Electric Vehicle (EV) Action Plan, which outlines goals to reduce greenhouse gas emissions and transition to sustainable transportation; and WHEREAS, one of the EV Action Plan’s goals is to transition 20% of the City’s light- duty vehicle fleet to electric by 2030, equating to approximately 15 vehicles; and WHEREAS, to support this goal, the City applied for and was awarded $33,000 from the Colorado Energy Office's Fleet Zero-Emission Resource Opportunity (Fleet Zero) Grant Program; and WHEREAS, these grant funds will assist in the purchase and installation of three dual- port Level 2 EV charging stations at the City’s Service Center, exclusively for City vehicle use; and WHEREAS, the Fleet Zero program, administered by the Colorado Energy Office in partnership with the Community Access Enterprise encourages the use of electric fleet vehicles to reduce greenhouse gas emissions and local air pollution, promote energy security through reliance on domestic electricity, and drive an innovative market for new technology; and WHEREAS, the Colorado Energy Office awarded the City of Englewood a $33,000 Fleet Zero-Emission Resource Opportunity Program Grant for the installation of electric vehicle charging stations; and WHEREAS, in order to receive the Fleet Zero-Emission Resource Opportunity Program Grant the City of Englewood must agree to the terms of grant award; and WHEREAS, Article XIV, Section 18(2)(a) of the Constitution of the State of Colorado, and Part 2, Article 1, Title 29, C.R.S. encourages and authorizes intergovernmental agreements; and Page 220 of 972 WHEREAS, Sections 29-1-203 and 29-1-203.5, C.R.S. authorize governments to cooperate and contract with one another to provide any function, service, or facility lawfully authorized to each. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section 1. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of an Intergovernmental Agreement with the Colorado Energy Office for the Fleet Zero- Emission Resource Opportunity Program Grant, in the form substantially the same as that attached hereto. Section 2. General Provisions The following general provisions and findings are applicable to the interpretation and application of this Ordinance: A. Severability. If any clause, sentence, paragraph, or part of this Ordinance or the application thereof to any person or circumstances shall for any reason be adjudged by a court of competent jurisdiction invalid, such judgment shall not affect, impair or invalidate the remainder of this Ordinance or its application to other persons or circumstances. B. Inconsistent Ordinances. All other Ordinances or portions thereof inconsistent or conflicting with this Ordinance or any portion hereof are hereby repealed to the extent of such inconsistency or conflict. C. Effect of repeal or modification. The repeal or modification of any provision of the Code of the City of Englewood by this Ordinance shall not release, extinguish, alter, modify, or change in whole or in part any penalty, forfeiture, or liability, either civil or criminal, which shall have been incurred under such provision, and each provision shall be treated and held as still remaining in force for the purposes of sustaining any and all proper actions, suits, proceedings, and prosecutions for the enforcement of the penalty, forfeiture, or liability, as well as for the purpose of sustaining any judgment, decree, or order which can or may be rendered, entered, or made in such actions, suits, proceedings, or prosecutions. D. Safety Clauses. The City Council hereby finds, determines, and declares that this Ordinance is promulgated under the general police power of the City of Englewood, that it is promulgated for the health, safety, and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The City Council further determines that the Ordinance bears a rational relation to the proper legislative object sought to be obtained. This Safety Clause is not intended to affect a Citizen right to challenge this Ordinance through referendum pursuant to City of Englewood Charter 47. E. Publication. Publication of this Ordinance may be by reference or in full in the City’s official newspaper, the City’s official website, or both. Publication shall be effective upon the first publication by either authorized method. Manuals, Municipal Code, contracts, and other documents approved by reference in any Council Bill may be published by reference or in full on the City’s official website; such documents shall be available at the City Clerk’s office and in the City Council meeting agenda packet when the legislation was adopted. Page 221 of 972 F. Actions Authorized to Effectuate this Ordinance. The Mayor is hereby authorized and directed to execute all documents necessary to effectuate the approval authorized by this Ordinance, and the City Clerk is hereby authorized and directed to attest to such execution by the Mayor where necessary. In the absence of the Mayor, the Mayor Pro Tem is hereby authorized to execute the above-referenced documents. The execution of any documents by said officials shall be conclusive evidence of the approval by the City of such documents in accordance with the terms thereof and this Ordinance. City staff is further authorized to take additional actions as may be necessary to implement the provisions of this Ordinance. G. Enforcement. To the extent this ordinance establishes a required or prohibited action punishable by law, unless otherwise specifically provided in Englewood Municipal Code or applicable law, violations shall be subject to the General Penalty provisions contained within EMC § 1-4-1. Page 222 of 972 State of Colorado Small Dollar Grant Award Terms and Conditions Page 1 of 9 Effective Date: 12/26/2023 1. Offer/Acceptance. This Small Dollar Grant Award, together with these terms and conditions (including, if applicable, Addendum 1: Additional Terms and Conditions for Information Technology, and Addendum 2: Additional Terms and Conditions for Federal Provisions, below), and any other attachments, exhibits, specifications, or appendices, whether attached or incorporated by reference (collectively the “Agreement”) shall represent the entire and exclusive agreement between the State of Colorado, by and through the agency identified on the face of the Small Dollar Grant Award (“State”) and the Subrecipient identified on the face of the Small Dollar Grant Award (“Grantee”). If this Agreement refers to Grantee’s bid or proposal, this Agreement is an ACCEPTANCE of Grantee’s OFFER TO PERFORM in accordance with the terms and conditions of this Agreement. If a bid or proposal is not referenced, this Agreement is an OFFER TO ENTER INTO AGREEMENT, subject to Grantee’s acceptance, demonstrated by Grantee’s beginning performance or written acceptance of this Agreement. Any COUNTER- OFFER automatically CANCELS this Agreement, unless a change order is issued by the State accepting a counter-offer. Except as provided herein, the State shall not be responsible or liable for any Work performed prior to issuance of this Agreement. The State’s financial obligations to the Grantee are limited by the amount of Grant Funds awarded as reflected on the face of the Small Dollar Grant Award. 2. Order of Precedence. In the event of a conflict or inconsistency within this Agreement, such conflict or inconsistency shall be resolved by giving preference to the documents in the following order of priority: (1) If applicable, Addendum 2: Additional Terms and Conditions for Federal Provisions, below; (2) the Small dollar Grant Award document; (3) these terms and conditions (including, if applicable, Addendum 1 below); and (4) any attachments, exhibits, specifications, or appendices, whether attached or incorporated by reference. Notwithstanding the above, if this Agreement has been funded, in whole or in part, with a Federal Award, in the event of a conflict between the Federal Grant and this Agreement, the provisions of the Federal Grant shall control. Grantee shall comply with all applicable Federal provisions at all times during the term of this Agreement. Any terms and conditions included on Grantee’s forms or invoices not included in this Agreement are void. 3. Changes. Once accepted in accordance with §1, this Agreement shall not be modified, superseded or otherwise altered, except in writing by the State and accepted by Grantee. 4. Definitions. The following terms shall be construed and interpreted as follows: (a) “Award” means an award by a Recipient to a Subrecipient; (b) “Budget” means the budget for the Work described in this Agreement; (c) “Business Day” means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in CRS §24-11-101(1); (d) “UCC” means the Uniform Commercial Code in CRS Title 4; (e) “Effective Date” means the date on which this Agreement is issued as shown on the face of the Small Dollar Grant Award; (f) “Federal Award” means an award of federal financial assistance or a cost-reimbursement contract, , by a Federal Awarding Agency to the Recipient. “Federal Award” also means an agreement setting forth the terms and conditions of the Federal Award, which terms and conditions shall flow down to the Award unless such terms and conditions specifically indicate otherwise. The term does not include payments to a vendor or payments to an individual that is a beneficiary of a Federal program; (g) “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient; (h) “Grant Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement; (i) “Matching Funds” mean the funds provided by the Grantee to meet cost sharing requirements Page 223 of 972 State of Colorado Small Dollar Grant Award Terms and Conditions Page 2 of 9 Effective Date: 12/26/2023 described in this Agreement; (j) “Recipient” means the State agency identified on the face of the Small Dollar Grant Award; (k) “Subcontractor” means third parties, if any, engaged by Grantee to aid in performance of the Work; (l) “Subrecipient” means a non-Federal entity that receives a sub-award from a Recipient to carry out part of a program, but does not include an individual that is a beneficiary of such program; (m) “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, identified as the 2 C.F.R. (Code of Federal Regulations) Part 200, commonly known as the “Super Circular,” which supersedes requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, and A-133, and the guidance in Circular a-50 on Single Audit Act follow-up; and (n) “Work” means the goods delivered or services, or both, performed pursuant to this Agreement and identified as Line Items on the face of the Small Dollar Grant Award. 5. Delivery. Grantee shall furnish the Work in strict accordance with the specifications and price set forth in this Agreement. The State shall have no liability to compensate Grantee for the performance of any Work not specifically set forth in the Agreement. 6. Rights to Materials. [Not Applicable to Agreements issued either in whole in part for Information Technology, as defined in CRS § 24-37.5-102(2); in which case Addendum 1 §2 applies in lieu of this section.] Unless specifically stated otherwise in this Agreement, all materials, including without limitation supplies, equipment, documents, content, information, or other material of any type, whether tangible or intangible (collectively “Materials”), furnished by the State to Grantee or delivered by Grantee to the State in performance of its obligations under this Agreement shall be the exclusive property the State. Grantee shall return or deliver all Materials to the State upon completion or termination of this Agreement. 7. Grantee Records. Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work (including, but not limited to the operation of programs) performed under this Agreement (collectively “Grantee Records”). Unless otherwise specified by the State, the Grantee shall retain Grantee Records for a period (the “Record Retention Period”) of three years following the date of submission to the State of the final expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission of each quarterly or annual report, respectively. If any litigation, claim, or audit related to this Award starts before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims or audit finding have been resolved and final action taken by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit, oversight, or indirect costs, and the State, may notify Grantee in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend three years following final disposition of such property. Grantee shall permit the State, the federal government, and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and transcribe Grantee Records during the Record Retention Period. Grantee shall make Grantee Records available during normal business hours at Grantee’s office or place of business, or at other mutually agreed upon times or locations, upon no fewer than two Business Days’ notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. The State, in its discretion, may monitor Grantee’s performance of its obligations Page 224 of 972 State of Colorado Small Dollar Grant Award Terms and Conditions Page 3 of 9 Effective Date: 12/26/2023 under this Agreement using procedures as determined by the State. The federal government and any other duly authorized agent of a governmental agency, in its discretion, Grantee shall allow the State to perform all monitoring required by the Uniform Guidance, based on the State’s risk analysis of Grantee and this Agreement, and the State shall have the right, in its discretion, to change its monitoring procedures and requirements at any time during the term of this Agreement. The State will monitor Grantee’s performance in a manner that does not unduly interfere with Grantee’s performance of the Work. Grantee shall promptly submit to the State a copy of any final audit report of an audit performed on Grantee Records that relates to or affects this Agreement or the Work, whether the audit is conducted by Grantee, a State agency or the State’s authorized representative, or a third party. If applicable, the Grantee may be required to perform a single audit under 2 CFR 200.501, et seq. Grantee shall submit a copy of the results of that audit to the State within the same timelines as the submission to the federal government. 8. Reporting. If Grantee is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect Grantee’s ability to perform its obligations under this Agreement, Grantee shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State. Grantee shall disclose, in a timely manner, in writing to the State and the Federal Awarding Agency, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Award. The State or the Federal Awarding Agency may impose any penalties for noncompliance allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include, without limitation, suspension or debarment. 9. Conflicts of Interest. Grantee acknowledges that with respect to this Agreement, even the appearance of a conflict of interest is harmful to the State’s interests. Absent the State’s prior written approval, Grantee shall refrain from any practices, activities, or relationships that reasonably may appear to be in conflict with the full performance of Grantee’s obligations to the State under this Agreement. If a conflict or appearance of a conflict of interest exists, or if Grantee is uncertain as to such, Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State’s consideration. Failure to promptly submit a disclosure statement or to follow the State’s direction in regard to the actual or apparent conflict constitutes a breach of this Agreement. Grantee certifies that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement. Grantee has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Grantee’s Services and Grantee shall not employ any person having such known interests. Grantee acknowledges that all State employees are subject to the ethical principles described in §24- 18-105, C.R.S. Grantee further acknowledges that State employees may be subject to the requirements of §24-18-105, C.R.S. with regard to this Grant. 10. Taxes. The State is exempt from federal excise taxes and from State and local sales and use taxes. The State shall not be liable for the payment of any excise, sales, of use taxes imposed on Grantee. A tax exemption certificate will be made available upon Grantee’s request. Grantee shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to have in place in connection with this Agreement. Page 225 of 972 State of Colorado Small Dollar Grant Award Terms and Conditions Page 4 of 9 Effective Date: 12/26/2023 11. Payment. Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Grantee any amount under this Agreement that exceeds the Document Total shown on the face of the Small Dollar Grant Award. The State shall pay Grantee in the amounts and in accordance with the schedule and other conditions set forth in this Agreement. Grantee shall initiate payment requests by invoice to the State, in a form and manner approved by the State. The State shall pay Grantee for all amounts due within 45 days after receipt of an Awarding Agency’s approved invoicing request, or in instances of reimbursement grant programs a request for reimbursement, compliant with Generally Accepted Accounting Principles (GAAP) and, if applicable Government Accounting Standards Board (GASB) of amount requested. Amounts not paid by the State within 45 days of the State’s acceptance of the invoice shall bear interest on the unpaid balance beginning on the 45th day at the rate set forth in CRS §24-30-202(24) until paid in full. Interest shall not accrue if a good faith dispute exists as to the State’s obligation to pay all or a portion of the amount due. Grantee shall invoice the State separately for interest on delinquent amounts due, referencing the delinquent payment, number of day’s interest to be paid, and applicable interest rate. The acceptance of an invoice shall not constitute acceptance of any Work performed under this Agreement. Except as specifically agreed in this Agreement, Grantee shall be solely responsible for all costs, expenses, and other charges it incurs in connection with its performance under this Grantee. 12. Term. The parties’ respective performances under this Agreement shall commence on the “Service From” date identified on the face of the Small Dollar Grant Award, unless otherwise specified, and shall terminate on the “Service To” date identified on the face of the Small Dollar Grant Award unless sooner terminated in accordance with the terms of this Agreement. 13. Payment Disputes. If Grantee disputes any calculation, determination or amount of any payment, Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occur of Grantee’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Grantee and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. 14. Matching Funds. Grantee shall provide Matching Funds, if required by this Agreement. If permitted under the terms of the grant and per this Agreement, Grantee may be permitted to provide Matching Funds prior to or during the course of the project or the match will be an in- kind match. Grantee shall report to the State regarding the status of such funds upon request. Grantee’s obligation to pay all or any part of any Matching Funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Grantee and paid into Grantee’s treasury or bank account. Grantee represents to the State that the amount designated “Grantee’s Matching Funds” pursuant to this Agreement, has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account. Grantee does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of Grantee. Grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Grantee’s laws or policies. Page 226 of 972 State of Colorado Small Dollar Grant Award Terms and Conditions Page 5 of 9 Effective Date: 12/26/2023 15. Reimbursement of Grantee Costs. If applicable, the State shall reimburse Grantee’s allowable costs, not exceeding the maximum total amount described in this Agreement for all allowable costs described in the grant except that Grantee may adjust the amounts between each line item of the Budget without formal modification to this Agreement as long as the Grantee provides notice to, and received approval from the State of the change, the change does not modify the total maximum amount of this Agreement, and the change does not modify any requirements of the Work. If applicable, the State shall reimburse Grantee for the properly documented allowable costs related to the Work after review and approval thereof, subject to the provisions of this Agreement. However, any costs incurred by Grantee prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs. Grantee’s costs for Work performed after the “Service To” date identified on the face of the Small Dollar Grant Award, or after any phase performance period end date for a respective phase of the Work, shall not be reimbursable. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if those costs are (a) reasonable and necessary to accomplish the Work, and (b) equal to the actual net cost to Grantee (i.e. the price paid minus any items of value received by Grantee that reduce the costs actually incurred). 16. Close-Out. Grantee shall close out this Award within 45 days after the “Service To” date identified on the face of the Small Dollar Grant Award, including any modifications. To complete close-out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Agreement and Grantee’s final reimbursement request or invoice. In accordance with the Agreement, the State may withhold a percentage of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. 17. Assignment. Grantee’s rights and obligations under this Agreement may not be transferred or assigned without the prior, written consent of the State and execution of a new agreement. Any attempt at assignment or transfer without such consent and new agreement shall be void. Any assignment or transfer of Grantee’s rights and obligations approved by the State shall be subject to the provisions of this Agreement. 18. Subcontracts. Grantee shall not enter into any subcontract in connection with its obligations under this Agreement without the prior, written approval of the State. Grantee shall submit to the State a copy of each subcontract upon request by the State. All subcontracts entered into by Grantee in connection with this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. 19. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations in accordance with the intent of the Agreement. 20. Survival of Certain Agreement Terms. Any provision of this Agreement that imposes an obligation on a party after termination or expiration of the Agreement shall survive the termination or expiration of the Agreement and shall be enforceable by the other party. 21. Third Party Beneficiaries. Except for the parties’ respective successors and assigns, this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the parties. Any services or benefits which third parties Page 227 of 972 State of Colorado Small Dollar Grant Award Terms and Conditions Page 6 of 9 Effective Date: 12/26/2023 receive as a result of this Agreement are incidental to the Agreement, and do not create any rights for such third parties. 22. Waiver. A party’s failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. 23. Indemnification. [Not Applicable to Inter-governmental agreements] Grantee shall indemnify, save, and hold harmless the State, its employees, agents and assignees (the “Indemnified Parties”), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to any act or omission by Grantee, or its employees, agents, Subcontractors, or assignees in connection with this Agreement. This shall include, without limitation, any and all costs, expenses, claims, damages, liabilities, court awards and other amounts incurred by the Indemnified Parties in relation to any claim that any work infringes a patent, copyright, trademark, trade secret, or any other intellectual property right or any claim for loss or improper disclosure of any confidential information or personally identifiable information. If Grantee is a public agency prohibited by applicable law from indemnifying any party, then this section shall not apply. 24. Notice. All notices given under this Agreement shall be in writing, and shall be delivered to the contacts for each party listed on the face of the Small Dollar Grant Award. Either party may change its contact or contact information by notice submitted in accordance with this section without a formal modification to this Agreement. 25. Insurance. Except as otherwise specifically stated in this Agreement or any attachment or exhibit to this Agreement, Grantee shall obtain and maintain insurance as specified in this section at all times during the term of the Agreement: (a) workers’ compensation insurance as required by state statute, and employers’ liability insurance covering all Grantee employees acting within the course and scope of their employment, (b) Commercial general liability insurance written on an Insurance Services Office occurrence form, covering premises operations, fire damage, independent vendors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 products and completed operations aggregate; and $50,000 any one fire, and (c) Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of $1,000,000 each accident combined single limit. If Grantee will or may have access to any protected information, then Grantee shall also obtain and maintain insurance covering loss and disclosure of protected information and claims based on alleged violations of privacy right through improper use and disclosure of protected information with limits of $1,000,000 each occurrence and $1,000,000 general aggregate at all times during the term of the Small Dollar Grant Award. Additional insurance may be required as provided elsewhere in this Agreement or any attachment or exhibit to this Agreement. All insurance policies required by this Agreement shall be issued by insurance companies with an AM Best rating of A-VIII or better. If Grantee is a public agency within the meaning of the Colorado Governmental Immunity Act, then this section shall not apply and Grantee shall instead comply with the Colorado Governmental Immunity Act. The State shall be named as additional insured on all commercial general liability policies required of Vendor. All insurance policies secured or Page 228 of 972 State of Colorado Small Dollar Grant Award Terms and Conditions Page 7 of 9 Effective Date: 12/26/2023 maintained by Vendor in relation to this Purchase Order shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Vendor or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. 26. Termination Prior to Grantee Acceptance. If Grantee has not begun performance under this Agreement, the State may cancel this Agreement by providing written notice to the Grantee. 27. Termination for Cause. If Grantee refuses or fails to timely and properly perform any of its obligations under this Agreement with such diligence as will ensure its completion within the time specified in this Agreement, the State may notify Grantee in writing of non-performance and, if not corrected by Grantee within the time specified in the notice, terminate Grantee’s right to proceed with the Agreement or such part thereof as to which there has been delay or a failure. Grantee shall continue performance of this Agreement to the extent not terminated. Grantee shall be liable for excess costs incurred by the State in procuring similar Work and the State may withhold such amounts, as the State deems necessary. If after rejection, revocation, or other termination of Grantee’s right to proceed under the Colorado Uniform Commercial Code (CUCC) or this clause, the State determines for any reason that Grantee was not in default or the delay was excusable, the rights and obligations of the State and Grantee shall be the same as if the notice of termination had been issued pursuant to termination under §28. 28. Termination in Public Interest. The State is entering into this Agreement for the purpose of carrying out the public interest of the State, as determined by its Governor, General Assembly, Courts, or Federal Awarding Agency. If this Agreement ceases to further the public interest of the State as determined by its Governor, General Assembly, Courts, or Federal Awarding Agency, the State, in its sole discretion, may terminate this Agreement in whole or in part and such termination shall not be deemed to be a breach of the State’s obligations hereunder. This section shall not apply to a termination for cause, which shall be governed by §27. A determination that this Small Dollar Grant Award should be terminated in the public interest shall not be equivalent to a State right to terminate for convenience. The State shall give written notice of termination to Grantee specifying the part of the Agreement terminated and when termination becomes effective. Upon receipt of notice of termination, Grantee shall not incur further obligations except as necessary to mitigate costs of performance. The State shall pay the Agreement price or rate for Work performed and accepted by State prior to the effective date of the notice of termination. The State’s termination liability under this section shall not exceed the total Agreement price. 29. Termination for Funds Availability. The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Grant Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Grant Funds, the State’s obligation to pay Grantee shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be made only from Grant Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Grant Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Work performed and accepted prior to the effective date Page 229 of 972 State of Colorado Small Dollar Grant Award Terms and Conditions Page 8 of 9 Effective Date: 12/26/2023 of notice of termination, and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in §28. 30. Grantee’s Termination Under Federal Requirements. If the Grant Funds include any federal funds, then Grantee may request termination of this Grant by sending notice to the State, or to the Federal Awarding Agency with a copy to the State, which includes the reasons for the termination and the effective date of the termination. If this Grant is terminated in this manner, then Grantee shall return any advanced payments made for Work that will not be performed prior to the effective date of the termination. 31. Governmental Immunity. Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, CRS §§24-30-1501, et seq. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. 32. Grant Recipient. Grantee shall perform its duties hereunder as a grant recipient and not as an employee. Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State. Grantee shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Grantee and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Grantee or any of its agents or employees. Grantee shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. Grantee shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the State, and (c) be solely responsible for its acts and those of its employees and agents. 33. Compliance with Law. Grantee shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. 34. Choice of Law, Jurisdiction and Venue. [Not Applicable to Inter-governmental agreements] Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. Any provision incorporated herein by reference which purports to negate this or any other provision in this Agreement in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision or for any other reason shall not invalidate the remainder of this Agreement, to the extent capable of execution. Grantee shall exhaust administrative remedies in CRS §24-109-106, prior to commencing any judicial Page 230 of 972 State of Colorado Small Dollar Grant Award Terms and Conditions Page 9 of 9 Effective Date: 12/26/2023 action against the State regardless of whether the Colorado Procurement Code applies to this Agreement. 35. Prohibited Terms. Nothing in this Agreement shall be construed as a waiver of any provision of CRS §24-106-109. Any term included in this Agreement that requires the State to indemnify or hold Grantee harmless; requires the State to agree to binding arbitration; limits Grantee’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with that statute in any way shall be void ab initio. Page 231 of 972 ADDENDUM 1: Additional Terms & Conditions for Information Technology Addendum 1 - Page 1 of 6 Effective Date: 12/26/2023 IF ANY PART OF THE SUBJECT MATTER OF THIS AGREEMENT IS INFORMATION TECHNOLOGY, AS DEFINED IN CRS § 24-37.5-102 (2), THE FOLLOWING PROVISIONS ALSO APPLY TO THIS AGREEMENT. A. Definitions. The following terms shall be construed and interpreted as follows: (a) “CJI” means criminal justice information collected by criminal justice agencies needed for the performance of their authorized functions, including, without limitation, all information defined as criminal justice information by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy, as amended, and all Criminal Justice Records as defined under CRS §24-72-302; (b) “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State, pursuant to CRS §§24-37.5-401 et seq.; (c) “PCI” means payment card information including any data related to credit card holders’ names, credit card numbers, or the other credit card information as may be protected by state or federal law; (d) “PHI” means any protected health information, including, without limitation any information whether oral or recorded in any form or medium that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual including, without limitation, any information defined as Individually Identifiable Health Information by the federal Health Insurance Portability and Accountability Act; (e) “PII” means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual‘s identity, such as name, social security number, date and place of birth, mother’s maiden name, or biometric records, including, without limitation, all information defined as personally identifiable information in CRS §24-72- 501. . “PII” shall also mean “personal identifying information” as set forth at § 24-74-102, et. seq., C.R.S. ; (f) “State Confidential Information” means any and all State Records not subject to disclosure under the Colorado Open Records Act and includes, without limitation, PII, PHI, PCI, Tax Information, CJI, and State personnel records not subject to disclosure under the Colorado Open Records Act, (g) “State Fiscal Rules” means those fiscal rules promulgated by the Colorado State Controller pursuant to CRS §24-30-202(13)(a); (h) “State Fiscal Year” means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year; (i) “State Records” means any and all State data, information, and records, regardless of physical form; (j) “Tax Information” means federal and State of Colorado tax information including, without limitation, federal and State tax returns, return information, and such other tax-related information as may be protected by federal and State law and regulation, including, without limitation all information defined as federal tax information in Internal Revenue Service Publication 1075; and (k) “Work Product” means the tangible and intangible results of the delivery of goods and performance of services, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, information, and any other results of the Work, but does not include any Page 232 of 972 ADDENDUM 1: Additional Terms & Conditions for Information Technology Addendum 1 - Page 2 of 6 Effective Date: 12/26/2023 material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. B. Intellectual Property. Except to the extent specifically provided elsewhere in this Agreement, any State information, including without limitation pre-existing State software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials; or Work Product prepared by Grantee in the performance of its obligations under this Agreement shall be the exclusive property of the State (collectively, “State Materials”). All State Materials shall be delivered to the State by Grantee upon completion or termination of this Agreement. The State’s exclusive rights in any Work Product prepared by Grantee shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Grantee shall not use, willingly allow, cause or permit any State Materials to be used for any purpose other than the performance of Grantee’s obligations hereunder without the prior written consent of the State. The State shall maintain complete and accurate records relating to (a) its use of all Grantee and third party software licenses and rights to use any Grantee or third party software granted under this Agreement and its attachments to which the State is a party and (b) all amounts payable to Grantee pursuant to this Agreement and its attachments and the State’s obligations under this Agreement or any amounts payable to Grantee in relation to this Agreement, which records shall contain sufficient information to permit Grantee to confirm the State’s compliance with the use restrictions and payment obligations under this Agreement or to any third party use restrictions to which the State is a party. Grantee retains the exclusive rights, title and ownership to any and all pre-existing materials owned or licensed to Grantee including, but not limited to all pre-existing software, licensed products, associated source code, machine code, text images, audio, video, and third party materials, delivered by Grantee under the Agreement, whether incorporated in a deliverable or necessary to use a deliverable (collectively, “Grantee Property”). Grantee Property shall be licensed to the State as set forth in a State-approved license agreement (a) entered into as exhibits or attachments to this Agreement, (b) obtained by the State from the applicable third party Grantee, or (c) in the case of open source software, the license terms set forth in the applicable open source license agreement. Notwithstanding anything to the contrary herein, the State shall not be subject to any provision incorporated in any exhibit or attachment attached hereto, any provision incorporated in any terms and conditions appearing on any website, any provision incorporated into any click through or online agreements, or any provision incorporated into any other document or agreement between the parties that (a) requires the State or the State to indemnify Grantee or any other party, (b) is in violation of State laws, regulations, rules, State Fiscal Rules, policies, or other State requirements as deemed solely by the State, or (c) is contrary to this Agreement. C. Information Confidentiality. Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Grantee shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Agreement, permitted by law, or approved in writing by the State. If Grantee will or may have access to any State Confidential Information or any other protected information, Grantee shall provide for the security of all State Confidential Information in accordance with all applicable laws, rules, policies, publications, and guidelines. Grantee shall comply with all Colorado Office of Information Security (“OIS”) policies and procedures which OIS has issued pursuant to CRS §§24- Page 233 of 972 ADDENDUM 1: Additional Terms & Conditions for Information Technology Addendum 1 - Page 3 of 6 Effective Date: 12/26/2023 37.5-401 through 406 and 8 CCR §1501-5 and posted at https://oit.colorado.gov/standards- policies-guides/technical-standards-policies, all information security and privacy obligations imposed by any federal, state, or local statute or regulation, or by any industry standards or guidelines, as applicable based on the classification of the data relevant to Grantee’s performance under this Agreement. Such obligations may arise from: Health Information Portability and Accountability Act (HIPAA); IRS Publication 1075; Payment Card Industry Data Security Standard (PCI-DSS); FBI Criminal Justice Information Service Security Addendum; Centers for Medicare & Medicaid Services (CMS) Minimum Acceptable Risk Standards for Exchanges; and Electronic Information Exchange Security Requirements and Procedures for State and Local Agencies Exchanging Electronic Information with The Social Security Administration. Grantee shall immediately forward any request or demand for State Records to the State’s principal representative. D. Other Entity Access and Nondisclosure Agreements. Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the work, but shall restrict access to State Confidential Information to those agents, employees, assigns, and Subcontractors who require access to perform their obligations under this Agreement. Grantee shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure provisions are in force at all times the agent, employee, assign, or Subcontractors has access to any State Confidential Information. Grantee shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions if requested by the State. E. Use, Security, and Retention. Grantee shall use, hold, and maintain State Confidential Information in compliance with any and all applicable laws and regulations only in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information. Grantee shall provide the State with access, subject to Grantee’s reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Grantee shall return State Records provided to Grantee or destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. F. Incident Notice and Remediation. If Grantee becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Grantee can establish none of Grantee or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Grantee shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Grantee shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. The State may adjust or direct modifications to this plan, in its sole discretion and Grantee shall make all modifications as directed by the State. If Grantee cannot produce its analysis and plan within the allotted time, the State, in its sole discretion, may perform Page 234 of 972 ADDENDUM 1: Additional Terms & Conditions for Information Technology Addendum 1 - Page 4 of 6 Effective Date: 12/26/2023 such analysis and produce a remediation plan, and Grantee shall reimburse the State for the reasonable actual costs thereof. G. Data Protection and Handling. Grantee shall ensure that all State Records and Work Product in the possession of Grantee or any Subcontractors are protected and handled in accordance with the requirements of this Agreement at all times. Upon request by the State made any time prior to 60 days following the termination of this Agreement for any reason, whether or not this Agreement is expiring or terminating, Grantee shall make available to the State a complete and secure download file of all data that is encrypted and appropriately authenticated. This download file shall be made available to the State within 10 Business Days following the State’s request, and shall contain, without limitation, all State Records, Work Product, and any other information belonging to the State. Upon the termination of Grantee’s services under this Agreement, Grantee shall, as directed by the State, return all State Records provided by the State to Grantee, and the copies thereof, to the State or destroy all such State Records and certify to the State that it has done so. If legal obligations imposed upon Grantee prevent Grantee from returning or destroying all or part of the State Records provided by the State, Grantee shall guarantee the confidentiality of all State Records in Grantee’s possession and will not actively process such data. The State retains the right to use the established operational services to access and retrieve State Records stored on Grantee’s infrastructure at its sole discretion and at any time. H. Compliance. If applicable, Grantee shall review, on a semi-annual basis, all OIS policies and procedures which OIS has promulgated pursuant to CRS §§ 24-37.5-401 through 406 and 8 CCR § 1501-5 and posted at https://oit.colorado.gov/standards-policies-guides/technical-standards- policies, to ensure compliance with the standards and guidelines published therein. Grantee shall cooperate, and shall cause its Subcontractors to cooperate, with the performance of security audit and penetration tests by OIS or its designee. I. Safeguarding PII. If Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee shall provide for the security of such PII, in a manner and form acceptable to the State, including, without limitation, all State requirements relating to non-disclosure, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Grantee shall take full responsibility for the security of all PII in its possession or in the possession of its Subcontractors, and shall hold the State harmless for any damages or liabilities resulting from the unauthorized disclosure or loss thereof. Grantee shall be a “Third-Party Service Provider” as defined in CRS §24-73-103(1)(i) and shall maintain security procedures and practices consistent with CRS §§24-73-101 et seq. In addition, as set forth in § 24-74-102, et. seq., C.R.S., Vendor, including, but not limited to, Vendor’s employees, agents and Subcontractors, agrees not to share any PII with any third parties for the purpose of investigating for, participating in, cooperating with, or assisting with Federal immigration enforcement. If Vendor is given direct access to any State databases containing PII, Vendor shall execute, on behalf of itself and its employees, the certification PII Individual Certification Form or PII Entity Certification Form [Download form from Hyperlink] on an annual basis and Vendor’s duty shall continue as long as Vendor has direct access to any State databases containing PII. If Vendor uses any Subcontractors to perform services requiring direct access to State databases containing PII, the Vendor shall require such Subcontractors to execute and deliver the certification to the State on an annual basis, so long as the Subcontractor has access to State databases containing PII. Page 235 of 972 ADDENDUM 1: Additional Terms & Conditions for Information Technology Addendum 1 - Page 5 of 6 Effective Date: 12/26/2023 J. Software Piracy Prohibition. The State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Grantee hereby certifies and warrants that, during the term of this Agreement and any extensions, Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Grantee is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. K. Information Technology. To the extent that Grantee provides physical or logical storage of State Records; Grantee creates, uses, processes, discloses, transmits, or disposes of State Records; or Grantee is otherwise given physical or logical access to State Records in order to perform Grantee’s obligations under this Agreement, the following terms shall apply. Grantee shall, and shall cause its Subcontractors, to: Provide physical and logical protection for all hardware, software, applications, and data that meets or exceeds industry standards and the requirements of this Agreement; Maintain network, system, and application security, which includes, but is not limited to, network firewalls, intrusion detection (host and network), annual security testing, and improvements or enhancements consistent with evolving industry standards; Comply with State and federal rules and regulations related to overall security, privacy, confidentiality, integrity, availability, and auditing; Provide that security is not compromised by unauthorized access to workspaces, computers, networks, software, databases, or other physical or electronic environments; Promptly report all Incidents, including Incidents that do not result in unauthorized disclosure or loss of data integrity, to a designated representative of the OIS; Comply with all rules, policies, procedures, and standards issued by the Governor’s Office of Information Technology (OIT), including project lifecycle methodology and governance, technical standards, documentation, and other requirements posted at https://oit.colorado.gov/standards- policies-guides/technical-standards-policies. Grantee shall not allow remote access to State Records from outside the United States, including access by Grantee’s employees or agents, without the prior express written consent of OIS. Grantee shall communicate any request regarding non-U.S. access to State Records to the State. The State, acting by and through OIS, shall have sole discretion to grant or deny any such request. L. Accessibility. Grantee shall comply with and the Work Product provided under this PO shall be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. Grantee shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. Grantee shall indemnify, save, and hold harmless the Indemnified Parties against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to Grantee’s failure to comply with §§24-85-101, et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. The State may require Grantee’s compliance to the State’s Accessibility Standards to be determined by a third party selected by the State to attest to Grantee’s Work Product and software Page 236 of 972 ADDENDUM 1: Additional Terms & Conditions for Information Technology Addendum 1 - Page 2 of 6 Effective Date: 12/26/2023 is in compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. Page 237 of 972 ADDENDUM 2: Additional Terms & Conditions for Federal Provisions Addendum 2 - Page 1 of 8 Effective Date: 12/26/2023 IF ANY PART OF THIS PO HAS BEEN FUNDED, IN WHOLE OR IN PART, WITH FEDERAL FUNDS, THE FOLLOWING PROVISIONS SHALL ALSO APPLY TO THIS PO. 1. APPLICABILITY OF PROVISIONS. 1.1. The Grant to which these Federal Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Federal Provisions, the Special Provisions, the body of the Grant, or any attachments or exhibits incorporated into and made a part of the Grant, the provisions of these Federal Provisions shall control. 1.2 These Federal Provisions are subject to the Award as defined in §2 of these Federal Provisions, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institutions of higher education. 2. DEFINITIONS. 2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to them below. 2.1.1. “Award” means an award of Federal financial assistance, and the Grant setting forth the terms and conditions of that financial assistance, that a non-Federal Entity receives or administers. 2.1.2. “Entity” means: 2.1.2.1. a Non-Federal Entity; 2.1.2.2. a foreign public entity; 2.1.2.3. a foreign organization; 2.1.2.4. a non-profit organization; 2.1.2.5. a domestic for-profit organization (for 2 CFR parts 25 and 170 only); 2.1.2.6. a foreign non-profit organization (only for 2 CFR part 170) only); 2.1.2.7. a Federal agency, but only as a Subrecipient under an Award or Subaward to a non-Federal entity (or 2 CFR 200.1); or 2.1.2.8. a foreign for-profit organization (for 2 CFR part 170 only). 2.1.3. “Executive” means an officer, managing partner or any other employee in a management position. 2.1.4. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient as described in 2 CFR 200.1 2.1.5. “Grant” means the Grant to which these Federal Provisions are attached. 2.1.6. “Grantee” means the party or parties identified as such in the Grant to which these Federal Provisions are attached. Grantee also means Subrecipient. Page 238 of 972 ADDENDUM 2: Additional Terms & Conditions for Federal Provisions Addendum 2 - Page 2 of 8 Effective Date: 12/26/2023 2.1.7. “Non-Federal Entity” means a State, local government, Indian tribe, institution of higher education, or nonprofit organization that carries out a Federal Award as a Recipient or a Subrecipient. 2.1.8. “Nonprofit Organization” means any corporation, trust, association, cooperative, or other organization, not including IHEs, that: 2.1.8.1. Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; 2.1.8.2. Is not organized primarily for profit; and 2.1.8.3. Uses net proceeds to maintain, improve, or expand the operations of the organization. 2.1.9. “OMB” means the Executive Office of the President, Office of Management and Budget. 2.1.10. “Pass-through Entity” means a non-Federal Entity that provides a Subaward to a Subrecipient to carry out part of a Federal program. 2.1.11. “Recipient” means the Colorado State agency or institution of higher education identified as the Grantor in the Grant to which these Federal Provisions are attached. 2.1.12. “Subaward” means an award by a Recipient to a Subrecipient or a Contractor funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Subaward unless the terms and conditions of the Federal Award specifically indicate otherwise in accordance with 2 CFR 200.101. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. 2.1.13. “Subrecipient” or “Subgrantee” means a non-Federal Entity (or a Federal agency under an Award or Subaward to a non-Federal Entity) receiving Federal funds through a Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Recipient, including program compliance requirements. The term does not include an individual who is a beneficiary of a federal program. Subrecipient also means Grantee. 2.1.14. “System for Award Management (SAM)” means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. 2.1.15. “Total Compensation” means the cash and noncash dollar value earned by an Executive during the Subrecipient’s preceding fiscal year (see 48 CFR 52.204-10, as prescribed in 48 CFR 4.1403(a)) and includes the following: 2.1.15.1. Salary and bonus; Page 239 of 972 ADDENDUM 2: Additional Terms & Conditions for Federal Provisions Addendum 2 - Page 3 of 8 Effective Date: 12/26/2023 2.1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 2.1.15.3. Earnings for services under non-equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 2.1.15.4. Change in present value of defined benefit and actuarial pension plans; 2.1.15.5. Above-market earnings on deferred compensation which is not tax- qualified; 2.1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 2.1.16. “Transparency Act” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. 2.1.17. “Unique Entity ID” means the Unique Entity ID established by the federal government for a Grantee or Subrecipient at https://sam.gov/content/home. 2.1.18. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 3. COMPLIANCE. 3.1. Subrecipient shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, all applicable provisions of the Uniform Guidance, and all applicable Federal Laws and regulations required by this Federal Award. Any revisions to such provisions or regulations shall automatically become a part of these Federal Provisions, without the necessity of either party executing any further instrument. The State of Colorado, at its discretion, may provide written notification to Subrecipient of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND UNIQUE ENTITY ID REQUIREMENTS. Page 240 of 972 ADDENDUM 2: Additional Terms & Conditions for Federal Provisions Addendum 2 - Page 4 of 8 Effective Date: 12/26/2023 4.1. SAM. Subrecipient shall maintain the currency of its information in SAM until the Subrecipient submits the final financial report required under the Award or receives final payment, whichever is later. Subrecipient shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 4.2. Unique Entity ID. Subrecipient shall provide its Unique Entity ID to its Recipient, and shall update Subrecipient’s information at http://www.sam.gov at least annually after the initial registration, and more frequently if required by changes in Subrecipient’s information. 5. TOTAL COMPENSATION. 5.1. Subrecipient shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 5.1.1. The total Federal funding authorized to date under the Award is $30,000 or more; and 5.1.2. In the preceding fiscal year, Subrecipient received: 5.1.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 5.1.2.2. $30,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 5.1.2.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 6. REPORTING. 6.1. Pursuant to the Transparency Act, Subrecipient shall report data elements to SAM and to the Recipient as required in this Exhibit. No direct payment shall be made to Subrecipient for providing any reports required under these Federal Provisions and the cost of producing such reports shall be included in the Grant price. The reporting requirements in this Exhibit are based on guidance from the OMB, and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Grant and shall become part of Subrecipient’s obligations under this Grant. 7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING. Page 241 of 972 ADDENDUM 2: Additional Terms & Conditions for Federal Provisions Addendum 2 - Page 5 of 8 Effective Date: 12/26/2023 7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the initial award is $30,000 or more. If the initial Award is below $30,000 but subsequent Award modifications result in a total Award of $30,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $30,000. If the initial Award is $30,000 or more, but funding is subsequently de-obligated such that the total award amount falls below $30,000, the Award shall continue to be subject to the reporting requirements. 7.2. The procurement standards in §9 below are applicable to new Awards made by Recipient as of December 26, 2015. The standards set forth in §11 below are applicable to audits of fiscal years beginning on or after December 26, 2014. 8. SUBRECIPIENT REPORTING REQUIREMENTS. 8.1. Subrecipient shall report as set forth below. 8.1.1. To SAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number (FAIN) assigned by a Federal agency to a Recipient no later than the end of the month following the month in which the Subaward was made: 8.1.1.1. Subrecipient Unique Entity ID; 8.1.1.2. Subrecipient Unique Entity ID if more than one electronic funds transfer (EFT) account; 8.1.1.3. Subrecipient parent’s organization Unique Entity ID; 8.1.1.4. Subrecipient’s address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; 8.1.1.5. Subrecipient’s top 5 most highly compensated Executives if the criteria in §4 above are met; and 8.1.1.6. Subrecipient’s Total Compensation of top 5 most highly compensated Executives if the criteria in §4 above met. 8.1.2. To Recipient. A Subrecipient shall report to its Recipient, upon the effective date of the Grant, the following data elements: 8.1.2.1. Subrecipient’s Unique Entity ID as registered in SAM. 8.1.2.2. Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 9. PROCUREMENT STANDARDS. 9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and applicable regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, 2 CFR 200.318 through 200.327 thereof. Page 242 of 972 ADDENDUM 2: Additional Terms & Conditions for Federal Provisions Addendum 2 - Page 6 of 8 Effective Date: 12/26/2023 9.2. Domestic preference for procurements (2 CFR 200.322). As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. 9.3. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of a political subdivision of the State, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247, that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 9.4. Never contract with the enemy (2 CFR 200.215). Federal awarding agencies and recipients are subject to the regulations implementing “Never contract with the enemy” in 2 CFR part 183. The regulations in 2 CFR part 183 affect covered contracts, grants and cooperative agreements that are expected to exceed $50,000 within the period of performance, are performed outside the United States and its territories, and are in support of a contingency operation in which members of the Armed Forces are actively engaged in hostilities. 9.5. Prohibition on certain telecommunications and video surveillance services or equipment (2 CFR 200.216). Subrecipient is prohibited from obligating or expending loan or grant funds on certain telecommunications and video surveillance services or equipment pursuant to 2 CFR 200.216. 10. ACCESS TO RECORDS. 10.1. A Subrecipient shall permit Recipient and its auditors to have access to Subrecipient’s records and financial statements as necessary for Recipient to meet the requirements of 2 CFR 200.332 (Requirements for pass-through entities), 2 CFR 200.300 (Statutory and national policy requirements) through 2 CFR 200.309 (Period of performance), and Subpart F-Audit Requirements of the Uniform Guidance. 11. SINGLE AUDIT REQUIREMENTS. 11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient’s fiscal year, the Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in accordance with the provisions of Subpart F-Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR 200.501. Page 243 of 972 ADDENDUM 2: Additional Terms & Conditions for Federal Provisions Addendum 2 - Page 7 of 8 Effective Date: 12/26/2023 11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance 2 CFR 200.514 (Scope of audit), except when it elects to have a program-specific audit conducted in accordance with 2 CFR 200.507 (Program- specific audits). The Subrecipient may elect to have a program-specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program’s statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Recipient. A program-specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program-specific audit. 11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, the Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR 200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. 11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for the audit required by Subpart F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with 2 CFR 200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Subpart F-Audit Requirements. 12. REQUIRED PROVISIONS FOR SUBRECEPIENT WITH SUBCONTRACTORS. 12.1. In addition to other provisions required by the Federal Awarding Agency or the Recipient, Subrecipients shall include all of the following applicable provisions; 12.1.1. For agreements with Subrecipients – Include the terms in the Grant Federal Provisions Exhibit (this exhibit) 12.1.2. For contracts with Subcontractors – Include the terms in the Contract Federal Provisions Exhibit. LINK 13. CERTIFICATIONS. 13.1. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR 200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR 200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 14. EXEMPTIONS. Page 244 of 972 ADDENDUM 2: Additional Terms & Conditions for Federal Provisions Addendum 2 - Page 8 of 8 Effective Date: 12/26/2023 14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 14.2. A Subrecipient with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 15. EVENT OF DEFAULT AND TERMINATION. 15.1. Failure to comply with these Federal Provisions shall constitute an event of default under the Grant and the State of Colorado may terminate the Grant upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30-day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant, at law or in equity. 15.2. Termination (2 CFR 200.340). The Federal Award may be terminated in whole or in part as follows: 15.2.1. By the Federal Awarding Agency or Pass-through Entity, if a Non-Federal Entity fails to comply with the terms and conditions of a Federal Award; 15.2.2. By the Federal awarding agency or Pass-through Entity, to the greatest extent authorized by law, if an award no longer effectuates the program goals or agency priorities; 15.2.3. By the Federal awarding agency or Pass-through Entity with the consent of the Non- Federal Entity, in which case the two parties must agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated; 15.2.4. By the Non-Federal Entity upon sending to the Federal Awarding Agency or Pass- through Entity written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if the Federal Awarding Agency or Pass-through Entity determines in the case of partial termination that the reduced or modified portion of the Federal Award or Subaward will not accomplish the purposes for which the Federal Award was made, the Federal Awarding Agency or Pass-through Entity may terminate the Federal Award in its entirety; or 15.2.5. By the Federal Awarding Agency or Pass-through Entity pursuant to termination provisions included in the Federal Award. Page 245 of 972 Exhibit A Statement of Work Page 1 of 7 I.Project Title: Fleet Zero-Emission Resource Opportunity (Fleet-ZERO) II.Background/Objective The Grantee was awarded grant funding as a result of the competitive Fleet Zero- Emission Resource Opportunity (hereinafter called “Fleet-ZERO”) Program’s Request For Applications (RFA). The Community Access Enterprise (hereinafter called “CAE” or the “State”) agrees to provide funding to CITY OF ENGLEWOOD (hereinafter called “Grantee”) towards the costs associated with the charging station project. III. Project Description Fleet-ZERO is a program administered by the Colorado Energy Office (CEO) in partnership with the Community Access Enterprise (CAE) to encourage use of electric fleet vehicles because they reduce greenhouse gas emissions and local air pollution, promote energy security through reliance on domestic electricity, and drive an innovative market for new technology. The general purpose of this project is to encourage the installation of electric vehicle (EV) charging stations for fleets throughout the state of Colorado. Installing charging stations enables electric vehicles to proliferate. Grantee is installing charging station(s) to be located at the awarded address(es) outlined below. Grantee shall adhere to the listed Accessibility Scenario(s) as further detailed in Section VI. of this Statement of Work: ●2800 S Platte River Dr., Englewood, CO 80110: ○Six (6) 19 kW+ fleet charging ports ○Accessibility Scenario #2 as detailed in Section VI. shall apply to this address IV.Work Tasks, Deliverables, and Timelines Grantee shall be responsible for the following work tasks and deliverables upon the final approval and discretion of the CAE/CEO: i.Purchase charging station(s) from vendors. Grantees are strongly encouraged to complete a competitive procurement process. The charging station(s) must have networked data reporting capabilities that are active, collecting data, and accessible to administrators of the Fleet-ZERO program via cloud networking at Page 246 of 972 Exhibit A Statement of Work Page 2 of 7 all times. See additional requirements in Section VII. Reporting and Section IX. Charging Station Utilization Reporting. ii. Install the charging station(s). Grantee may either contract with personnel who have expertise in electrical installations or pay Grantee labor staff with expertise in electrical installations for the installation of the charger(s) and associated labor costs. iii. Construct foundation, if necessary. iv. Dedicate one (1) parking space for “EV charging only” per funded charging port. v. Adhere to requirements for the incorporation of accessible design standards, where feasible, as detailed in Section V. Accessibility Guidelines and Section VI. Accessibility Scenarios. vi. Provide CAE/CEO with invoices by the Agreement end date for work completed. The costs must be directly associated with the purchase and installation of the awarded EV charging station(s). vii. Submit final required documentation as outlined below with documentation of charging station installation(s) by the Agreement end date. The following documentation is required for CAE/CEO to reimburse eligible costs on the project: 1. Final Reporting Form 2. Summary Invoice / Reimbursement Request Form 3. Legible copies of all sales / invoices showing the purchase price and amount paid by the Grantee for the EV charging station(s) and the number of charging stations purchased (demonstrating that purchases / work eligible to be reimbursed occurred within the Agreement term). 4. Legible copies of all invoices / receipts showing the installation costs paid by the Grantee and number of labor hours spent by the installers and any subcontractors on the project (demonstrating that work eligible to be reimbursed occurred within the Agreement term). 5. Legible copies of proof of vehicle ownership with State of Colorado vehicle registration or International Registration Plan (IRP), purchase order(s), and/or executed lease agreement(s) for associated electric vehicles that will be utilizing each funded charging station as specified in the awarded grant application. 6. Date(s) of installation completion and when the charger(s) became operational and available for use (in the Final Reporting Form). Page 247 of 972 Exhibit A Statement of Work Page 3 of 7 7. Digital photographs of the installed and operational charger(s) and dedicated EV charging space(s). a. If required per Section III. Project Description and Section VI. Accessibility Scenarios (unless explicitly waived by the CAE/CEO), photographs must demonstrate proof of incorporation of accessible design standards as outlined in Section V. Accessibility Guidelines, and should be from a perspective that clearly shows adherence to the accessibility standards, including wider spacing and a path of travel to the charging station(s). Additional photographs may be requested prior to reimbursement being finalized if this is required and not clearly demonstrated. 8. Confirmation that the charger(s) is registered with the Alternative Fuels Data Center. 9. Read-only and downloadable data access granted to CAE/CEO for five (5) years, per Section IX. Charging Station Utilization Reporting. viii. All deliverables shall be adjusted to the final approval and discretion of the CAE/CEO. V. Accessibility Guidelines Grantee shall be responsible for adhering to accessibility guidelines and requirements for the incorporation of accessible design standards, where feasible, in compliance with the Americans with Disabilities Act (ADA) and as detailed by the U.S. Access Board and the Fleet-ZERO Application Guide, based on the Accessibility Scenarios assigned in Section III. and further defined in Section VI. below. 1. Accessible design standards require that 5%, but no fewer than one (1) charging stall at each required address must be accessible and that the Grantee must incorporate the accessible design standards into the charging stall(s) serving the highest power output charging port(s) at each required address. 2. Failure to incorporate accessible design standards, where feasible and required, may result in a delay of reimbursement until the project incorporates such design standards or forfeiture of a portion of the grant award (10% of the total grant award) if Grantee fails to complete this aspect of the Agreement. 3. If accessible design standards are determined not to be feasible, written documentation from the CAE/CEO reflecting such is required. 4. Determination of feasibility of the incorporation of accessible design standards is solely at the discretion of the CAE/CEO. Page 248 of 972 Exhibit A Statement of Work Page 4 of 7 VI. Accessibility Scenarios The following Accessibility Scenarios shall apply to each awarded address as assigned in Section III. Project Description: Accessibility Scenario #1: ● The incorporation of accessible design standards, where feasible, as detailed in Section V. above, is required at this awarded address. Accessibility Scenario #2: ● Per the U.S. Access Board 'Employee Use of EV Chargers', the CAE/CEO has provided the Grantee with an exemption for the incorporation accessible design standards at this awarded address under the employee work area exception, since Grantee has provided written acknowledgement to the CAE/CEO that all of the awarded charging stations at this awarded address will only be used by employees for charging company / fleet vehicles. The incorporation of accessible design standards however is still strongly recommended by the CAE/CEO for at least one (1) EV charger at this awarded address to accommodate employees with disabilities and because the Grantee may be required to provide an accessible EV charger if requested by an employee as a reasonable accommodation. ○ However, if the planned employee access of any of the awarded charging stations at this awarded address were to change by the Agreement end date and one (1) or more of any of the awarded charging stations at this awarded address will be provided for employees to charge their personal vehicles, the Grantee must notify the CAE/CEO within ten (10) days of this change. In this case, the exemption for the incorporation of accessible design standards provided by the CAE/CEO under the employee work area exception would no longer apply at this awarded address and the Grantee would be required to incorporate accessible design standards at this awarded address, where feasible, as detailed in Section V. above. VII. Reporting Grantee shall be responsible for the following reporting requirements: Written analysis shall be in accordance with the procedures developed and prescribed by the State. Required reports shall be submitted to the CAE/CEO upon completion of all work tasks, or at such time as otherwise specified. The preparation of reports in a timely manner shall be the responsibility of Grantee and failure to comply may result in the delay of payment Page 249 of 972 Exhibit A Statement of Work Page 5 of 7 of funds and/or termination of this Agreement. Grantee must provide written communication to CAE/CEO if the project experiences significant changes or delays in the schedule via email. VIII. Final Report & Invoice Documentation The Grantee shall submit a final report by the Agreement end date. This report will demonstrate the completion of the project and installation of the charging station(s). To be acceptable, the final report must explain the Grantee’s procurement and installation process, lessons learned from procurement and installation, and the data reporting capabilities of the charging station(s), and it must identify the location(s) of the charging station(s) accompanied with pictures of the installed charger(s). The Grantee shall provide an invoice to CAE/CEO for the purchase of the charger(s) and associated equipment, permitting costs, and the labor costs associated with the installation(s). To be acceptable, the invoice must be supported by receipts or invoices for all equipment, permits, and labor. The invoice must include an itemized list of all project costs being considered under the grant, including a breakdown of those covered under Fleet-ZERO and by the project match (minimum 10% project cost match per charger). IX. Charging Station Utilization Reporting Upon the installation of the charging station(s), the CAE/CEO requires information on the charging station(s) usage, including at a minimum, the time of use, duration of use, # of customers / unique users, and kWh used. By accepting funding through the Fleet-ZERO program, Grantee agrees to provide all information requested within this Agreement. Furthermore, by accepting funding for the charging station(s) through the Fleet-ZERO program, Grantee is required to provide read-only and downloadable data access to the charger(s) network dashboard to CAE/CEO. The Grantee shall report data to CAE/CEO for a minimum of five (5) years on all charging station(s) metrics as required by CAE/CEO. CAE/CEO may share this information at an anonymized and/or aggregated County level on the EValuateCO dashboard or other platform at the discretion of CAE/CEO or with anyone requesting such data. X. Budget CAE will pay the Grantee the lesser of $33,000 (not to exceed $5,500 per new 19 kW+ fleet charging port) or up to 90% of eligible costs for the charging station installation(s). Grantee is responsible for any cost overruns. Grantee is entitled to payment only after successfully completing the charging station installation(s) and submitting an acceptable invoice(s) and an acceptable final report to CAE/CEO. Page 250 of 972 Exhibit A Statement of Work Page 6 of 7 XI. Payment Terms – Billing Procedures The State shall pay the Grantee the reasonable, allocable, and eligible costs for work performed based on satisfactory progress of the work defined in this Agreement. Grantee shall be compensated only for work and services performed by Grantee and accepted by CAE/CEO pursuant to the terms of this Agreement. Payment shall also be contingent upon CAE/CEO’s timely receipt and acceptance of required reports described herein. Grantee shall be reimbursed based on the submission of Grantee’s invoice(s) and final required documentation as outlined in Section IV. (vii). To be considered for payment, billings for payment pursuant to this Agreement must be received by the State by the end of the Agreement Term. Payment will be made upon final completion of the project. CAE shall make no payment until the Grantee successfully completes the charging station installation(s) and submits an invoice and final report to CAE/CEO, including verification that the station(s) is operational and available for use. CAE shall make payment within 45 days of receiving the acceptable final report and invoice. If installation is not completed by December 31, 2025, CAE is under no obligation to pay the Grantee. XII. Testing and Acceptance Criteria The charging station(s) will be acceptable to the CAE/CEO if they are installed, operational, and available for use by December 31, 2025. The Grantee’s invoice(s) to CAE will be acceptable if it is properly supported by invoices or receipts and the costs are associated with procurement of the charging station(s), construction materials, permitting, construction labor costs, and installation costs. The final report will be acceptable to CAE/CEO if it explains the Grantee’s procurement and installation process, lessons learned from procurement and installation, the data reporting capabilities of the charging station(s), and it identifies the location(s) of the charging station(s) accompanied with pictures of the installed charger(s). If the charger(s), invoice, and report are acceptable, the CAE/CEO Program Manager will submit the invoice to the accounting department for payment. If the charger(s), invoice, and report are unacceptable, the CAE/CEO Program Manager will work with the Grantee to correct, modify, or replace as needed. If Grantee fails to perform, the CAE/CEO Program Manager will submit a report to CEO’s Director of Transportation Fuels and Technology and Director of Accounting and Budget explaining why funding should be denied or reduced. The two Directors and the CAE/CEO Program Manager will determine whether funding should be denied or reduced, and the CAE/CEO Program Manager will inform the Grantee of their decision. Page 251 of 972 Exhibit A Statement of Work Page 7 of 7 XIII. Small Dollar Grant Award Amount The maximum amount payable under this Agreement to Grantee by the CAE shall be $33,000, as determined by the State from available funds. Satisfactory performance under the terms of this Agreement shall be a condition precedent to the CAE’s obligation to compensate the Grantee. The CAE shall not be liable to pay or reimburse Grantee for any performance hereunder prior to the Service From Date as shown on the face of the Small Dollar Grant Award. XIV. Small Dollar Grant Award Term The Grantee shall begin work upon the later of the Service From Date as shown on the face of this Small Dollar Grant Award or upon Grantee’s acceptance of this Agreement. This Small Dollar Grant Award shall terminate on December 31, 2025, unless sooner terminated or further extended as specified elsewhere herein. Page 252 of 972 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Jackie McKinnon DEPARTMENT: City Clerk's Office DATE: December 16, 2024 SUBJECT: CB-66 Liquor Code Update DESCRIPTION: Amending Englewood's Municipal Code to reflect revisions made to the Colorado Liquor Code. RECOMMENDATION: Staff request that City Council approve Council Bill No. 66 to update the Englewood Municipal Code to align with State Statutes. PREVIOUS COUNCIL ACTION: No previous Council action has been taken on this item. SUMMARY: The Colorado legislature passed SB24-231 reflecting the recommendations of the Liquor Advisory Group. ANALYSIS: for corrections the makes and updates, Bill the incorporates 66 the Council necessary Englewood Municipal Code. Among some of the changes enacted by SB24-231 are separate licenses for lodging and entertainment facilities, expanded hours for alcohol tastings, and removed the requirement that local licensing authority’s schedule a public hearing on applications for a new retail liquor license; and the Colorado Legislature passed HB24-1156 adding chambers of commerce to the list of organizations eligible to obtain special event liquor permits. A Festival licensee shall obtain a City festival permit, and the festival/participating licensees shall comply with C.R.S. § 44-3-404 and other City festival rules and regulations by applying at least sixty (60) calendar days prior to the festival. The changes to the Colorado Liquor Code requires the City of Englewood to amend sections of Title 5 to reflect the changes made by the state, ensure consistency, and avoid conflicts with state law. COUNCIL ACTION REQUESTED: Staff recommends City Council approve an Ordinance to amend the Englewood Municipal Code to reflect the State Liquor Statue changes. FINANCIAL IMPLICATIONS: None Page 253 of 972 ATTACHMENTS: Council Bill #66 Page 254 of 972 ORDINANCE COUNCIL BILL NO. 66 NO. _____________ INTRODUCED BY COUNCIL SERIES OF 2024 MEMBER _________________ A BILL FOR AN ORDINANCE AMENDING ENGLEWOOD MUNICIPAL CODE SECTIONS 5-3A-5, 5-3A-9, AND 5-3B-4 TO REFLECT REVISIONS MADE TO THE COLORADO LIQUOR CODE. WHEREAS, during the 2024 legislative session the State of Colorado made several changes to the Colorado Liquor Code; and WHEREAS, the Colorado legislature passed SB24-231 reflecting the recommendations of the Liquor Advisory Group; and WHEREAS, among some of the changes enacted by SB24-231 are separate licenses for lodging and entertainment facilities, expanded hours for alcohol tastings, and removed the requirement that local licensing authority’s schedule a public hearing on applications for a new retail liquor license; and WHEREAS, the Colorado Legislature passed HB24-1156 adding chambers of commerce to the list of organizations eligible to obtain special event liquor permits; and WHEREAS, the changes to the Colorado Liquor Code requires the City of Englewood to amend sections of Title 5 to reflect the changes made by the state, ensure consistency, and avoid conflicts with state law. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section 1. Amendment of Title 5 Chapter 3 Article A Section 5-3A-5 of Englewood Municipal Code Title 5 Chapter 3 Article A Section 5-3A-5 to Englewood Municipal Code is hereby amended to read as follows (new provisions are underlined, deleted provisions struck through): 5-3A-5: - Notice and Hearing Procedures. A. Public Notice. The Aauthority shall cause to be posted and published public notice of the hearing to be held on the application as provided in C.R.S. Title 44 Articles 3, 4, and 5 Articles 3, 4, and 5, of Title 44, C.R.S. 2018 and the regulations promulgated thereunder. B. Investigation. The application, including any and all investigations performed by the designated representative of the City Manager, shall be received by the Aauthority and applicant at least five (5) days prior to the date of hearing on said application and shall be available to any interested Page 255 of 972 party at least five (5) days prior to the hearing. Petitions shall be presented to the City Clerk three (3) working days before the hearing date. C. Public Hearing. 1. The Licensing Authority may schedule a public hearing and shall promulgate rules of procedure for the conduct of all hearings on applications for licenses or for revocation or suspension of licenses as provided in C.R.S. Title 44 Articles 3, 4, and 5. 2. The Licensing Authority shall have the power to administer oaths and issue subpoenas to require the presence of persons and the production of papers, books and records necessary to the determination of any hearing which the Licensing Authority is authorized to conduct. It shall be unlawful for any person to fail to comply with any subpoena issued by the authority in the proper conduct of its hearings. The Municipal Court of the City shall enforce the subpoenas of the Licensing Authority, and upon good cause shown, shall enter its orders compelling witnesses to attend and testify or produce books, records or other evidence, and shall impose penalties of punishment for contempt in case of failure to comply with such orders. 3. A subpoena shall be served in the same manner as a subpoena issued by the District Court of the State of Colorado. Upon failure of any witness to comply with such subpoena, the City Attorney shall, at the direction of the Aauthority: a. Petition any judge of the Municipal Court of the City, setting forth that due notice has been given of the time and place of attendance of the witness and the service of the subpoena, that the court, after hearing evidence in support of or contrary to the petition, enter its order compelling the witness to attend and testify or produce books, records or other evidence, under penalty of punishment for contempt in case of willful failure to comply with such order of court, or b. Petition the District Court in and for the County of Arapahoe, setting forth that due notice has been given of the time and place of attendance of the witness and the service of the subpoena, that the court after hearing evidence in support of or contrary to the petition, enter its order as in other civil actions, compelling witness to attend and testify or produce books, records or other evidence, under penalty of punishment for contempt in case of willful failure to comply with such order of court. Section 2. Amendment of Title 5 Chapter 3 Article A Section 5-3A-9 of Englewood Municipal Code Title 5 Chapter 3 Article A Section 5-3A-9 to Englewood Municipal Code is hereby amended to read as follows (new provisions are underlined, deleted provisions struck through): 5-3A-9: - Special Event, Alcohol Tasting, Festival, and Retail Establishment Permits for Consumption of Beverages containing Alcohol or Liquor. Page 256 of 972 A. Special event permits for the consumption of beverages containing alcohol or liquor are hereby authorized within the City in accordance with C.R.S Title 44 Article 5. C.R.S. § 44-5-101 et seq. 1. The Authority may grant to an applicant a special event permit in accordance with the Colorado Liquor Code and subject to the limitations as set forth in C.R.S Title 44 Article 5. C.R.S. § 44-5-101 et seq., as the same may be amended from time to time. 2. A special event permit under this Section is a permit for the sale, by the drink only, of fermented malt beverages, as defined in C.R.S. § 44-4-103, or the sale, by the drink only, of malt, spirituous, or vinous liquors, as defined in C.R.S. § 44-3-103, to organizations and political candidates qualifying under C.R.S. § 44-5-102, subject to the applicable provisions of and limitations imposed by State law. B. Alcohol tastings for the sampling of beverages containing alcohol or liquor are hereby authorized within the City, if held in compliance with all provisions of in accordance with C.R.S. § 44-3-301(10) and pursuant to . 1. The Authority may grant to a holder of a City of Englewood retail liquor license or liquor-licensed drug store (licensee) an alcohol beverage tastings permit issued by the Authority to the holder of a City qualified liquor license in accordance with the provisions of this Chapter and subject to the limitations as set forth in C.R.S. § 44-3- 301(10), as the same may be amended from time to time. 2. Terms applicable to tasting events for beverages containing alcohol or liquor as set forth in C.R.S. § 44-3-301(10) include, but are not limited to: a. Tasting of a beverage containing alcohol or liquor is the sampling of malt, vinous, or spirituous liquors that may occur on the premises of a retail liquor store or liquor- licensed drugstore by patrons twenty-one (21) years of age older pursuant to the terms of a permit authorized in accordance with the provisions of C.R.S. § 44-3- 301(10). b. The size of an individual alcohol sample provided at a tasting shall not exceed one (1) ounce of malt or vinous liquor or one-half of one (½) ounce of spirituous liquor. c. Tastings shall not exceed a total of five (5) hours in duration per day, which need not be consecutive. d. Tastings shall be conducted only during the operating hours in which the licensee on whose premises the tastings occur is permitted to sell beverages containing alcohol or liquor and in no case earlier than eleven o'clock (11:00) a.m. or later than seven o'clock (7:00) p.m. e. The licensee shall not serve more than four (4) individual samples to a patron during a tasting. f. Samples of beverages containing alcohol or liquor shall be in open containers and shall be provided to a patron free of charge. C. Retail Establishment Permit. A person operating a retail establishment that offers complimentary alcohol beverages for consumption only on the premises may be issued a retail Page 257 of 972 establishment permit, which shall be renewed annually, all in conformance with C.R.S. § 44-3- 424. D. Festival. A licensee shall may obtain a City festival permit, and the festival/participating licensees shall comply with C.R.S. § 44-3-404 and other City festival rules and regulations by applying at least sixty (60) calendar forty-five (45) days prior to the festival. The City may deny or revoke a permit or deny a licensee's participation for a violation of Englewood Municipal Code or other applicable law during the festival or by a licensee or as described in C.R.S. § 44-3-404. Section 3. Amendment of Title 5 Chapter 3 Article B Section 5-3B-4 of Englewood Municipal Code Title 5 Chapter 3 Article B Section 5-3B-4 to Englewood Municipal Code is hereby amended to read as follows (new provisions are underlined, deleted provisions struck through): 5-3B-4: - Hotel/Restaurant, Tavern, Lodging, or /Entertainment Managers A hotel/restaurant, tavern, or lodging, or /entertainment licensee shall either manage the licensed facility or special event or shall report the name of a separate and distinct manager to the local licensing authority. The licensee shall report any change in manager to the City Clerk within thirty (30) days after the change, accompanied by the state and local reporting fees established by applicable law. Section 4. General Provisions The following general provisions and findings are applicable to the interpretation and application of this Ordinance: A. Severability. If any clause, sentence, paragraph, or part of this Ordinance or the application thereof to any person or circumstances shall for any reason be adjudged by a court of competent jurisdiction invalid, such judgment shall not affect, impair or invalidate the remainder of this Ordinance or its application to other persons or circumstances. B. Inconsistent Ordinances. All other Ordinances or portions thereof inconsistent or conflicting with this Ordinance or any portion hereof are hereby repealed to the extent of such inconsistency or conflict. C. Effect of repeal or modification. The repeal or modification of any provision of the Code of the City of Englewood by this Ordinance shall not release, extinguish, alter, modify, or change in whole or in part any penalty, forfeiture, or liability, either civil or criminal, which shall ha ve been incurred under such provision, and each provision shall be treated and held as still remaining in force for the purposes of sustaining any and all proper actions, suits, proceedings, and prosecutions for the enforcement of the penalty, forfeiture, or liability, as well as for the purpose of sustaining any judgment, decree, or order which can or may be rendered, entered, or made in such actions, suits, proceedings, or prosecutions. Page 258 of 972 D. Safety Clauses. The City Council hereby finds, determines, and declares that this Ordinance is promulgated under the general police power of the City of Englewood, that it is promulgated for the health, safety, and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The City Council further determines that the Ordinance bears a rational relation to the proper legislative object sought to be obtained. This Safety Clause is not intended to affect a Citizen right to challenge this Ordinance through referendum pursuant to City of Englewood Charter 47. E. Publication. Publication of this Ordinance may be by reference or in full in the City’s official newspaper, the City’s official website, or both. Publication shall be effective upon the first publication by either authorized method. Manuals, Municipal Code, contracts, and other documents approved by reference in any Council Bill may be published by reference or in full on the City’s official website; such documents shall be available at the City Clerk’s office and in the City Council meeting agenda packet when the legislation was adopted. F. Actions Authorized to Effectuate this Ordinance. The Mayor is hereby authorized and directed to execute all documents necessary to effectuate the approval authorized by this Ordinance, and the City Clerk is hereby authorized and directed to attest to such execution by the Mayor where necessary. In the absence of the Mayor, the Mayor Pro Tem is hereby authorized to execute the above-referenced documents. The execution of any documents by said officials shall be conclusive evidence of the approval by the City of such documents in accordance with the terms thereof and this Ordinance. City staff is further authorized to take additional actions as may be necessary to implement the provisions of this Ordinance. G. Enforcement. To the extent this ordinance establishes a required or prohibited action punishable by law, unless otherwise specifically provided in Englewood Municipal Code or applicable law, violations shall be subject to the General Penalty provisions contained within EMC § 1-4-1. Page 259 of 972 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Pieter Van Ry, Sarah Stone DEPARTMENT: Utilities DATE: December 16, 2024 SUBJECT: CB-60 Santa Fe Park Easements and Agreements – McLellan Reservoir Drain Line DESCRIPTION: CB-60 Agreements and easements with Southwest Metropolitan Water and Sanitation District, Toll Southwest LLC, Public Service Company of Colorado and TB Angeline LLC for utility crossings on McLellan Reservoir Drain Line. RECOMMENDATION: Utilities staff recommends City Council approve several agreements and easements with Southwest Metropolitan Water and Sanitation District (SMWSD), Toll Southwest LLC (Toll), the Public Service Company of Colorado (Xcel Energy) and TB Angeline LLC (TBAL) for utility crossings of the McLellan Reservoir Drain Line (Drain Line). The Water and Sewer Board recommended Council approve the 29 agreements and easements with SMWSD, Toll, Xcel Energy and TBAL during its November 12, 2024 meeting. PREVIOUS COUNCIL ACTION:  September 3, 2024 – City Council approved the second reading of CB-36 for agreements and easements with SMWSD, Toll, Xcel Energy, and TBAL for utility crossings and a relinquishment and grant of easement associated with the River Park and the Santa Fe Park properties.  August 19, 2024 – City Council approved the first reading of agreements and easements with SMWSD, Toll, Xcel Energy, and TBAL for utility crossings and a relinquishment and grant of easement associated with the River Park and the Santa Fe Park properties.  July 15, 2024 – City Council approved the second reading of CB-22 for agreements with Evergreen-Mineral & Santa Fe, L.L.C. and the City of Littleton for City Ditch relocation and utility crossings.  June 17, 2024 – City Council approved the first reading of agreements with Evergreen- Mineral & Santa Fe, L.L.C. and the City of Littleton for City Ditch relocation and utility crossings.  May 6, 2024 – City Council approved the second reading of CB-15 for several agreements with Toll, TBAL, and Centennial Water and Sanitation District for the relocation and piping of a portion of the McLellan Reservoir Drain Line.  April 15, 2024 – City Council approved the first reading of several agreements with Toll, TBAL, and Centennial Water and Sanitation District for the relocation and piping of a portion of the McLellan Reservoir Drain Line.  November 20, 2023 – City Council approved a Professional Services Agreement and a Cost Reimbursement Agreement for the McLellan Reservoir drain line relocation design. Page 260 of 972  July 17, 2023 – City Council approved the second reading of CB-29 for agreements with Toll for City Ditch Relocation and McLellan Pump Station Land Dedication.  June 20, 2023 – City Council approved the first reading of agreements with Toll for City Ditch Relocation and McLellan Pump Station Land Dedication. SUMMARY: Three developers, Toll, TBAL and Evergreen-Mineral & Santa Fe L.L.C. (Evergreen), plan to develop the property in the general area of the southwest corner of S. Santa Fe Drive and W. Mineral Ave in the City of Littleton for residential and commercial purposes. The City of Englewood (City) has critical raw water infrastructure within the property, including City Ditch, access to the McLellan Pump Station, and the McLellan Reservoir Drain Line (Drain Line). This infrastructure conveys raw water to the City for drinking water and transports leased water to Centennial Water and Sanitation District. Toll relocated a portion of City Ditch through Santa Fe Park as part of their development in 2023. Evergreen plans to relocate its portion of City Ditch through the River Park Development beginning in 2024, and Toll also plans to relocate the Drain Line in 2024, as shown in Figure 1. Figure 1: Relocated City Ditch and Drain Line through the Santa Fe Park Development and Proposed Location of City Ditch Through the River Park. The proposed crossing agreements and easements, as shown below in Figure 2, will allow for the Drain Line utility crossings and permit TBAL to continue work on the development at the Santa Fe Park property. Page 261 of 972 Figure 2: Utility Crossings for Drain Line ANALYSIS: Utilities staff recommends the Water and Sewer Board support City Council’s approval of 29 agreements and easements required to protect Drain Line infrastructure. Utilities staff drafted these agreements in conjunction with the City’s water rights attorneys and the City Attorney’s Office to ensure the easements and agreements for the proposed Drain Line utility crossings Page 262 of 972 and easements meet the City’s needs for the future. The summary of these agreements and easements is as follows: Utility Crossing Agreements with Southwest Metropolitan Water and Sanitation District (SMWSD): 1. McLellan Reservoir Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 4 – 8” Waterline with SMWSD: This agreement between SMWSD and the City defines the terms and conditions of the utility crossing of Drain Line for an 8” waterline crossing under Drain Line at Chestnut Avenue and Lowell Street. 2. McLellan Reservoir Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 11 – 16” Waterline with SMWSD: This agreement between SMWSD and the City defines the terms and conditions of the utility crossing of Drain Line for a 16” waterline crossing above Drain Line along South Platte River Parkway. 3. McLellan Reservoir Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 18 – 8” Waterline with SMWSD: This agreement between SMWSD and the City defines the terms and conditions of the utility crossing of Drain Line for an 8” waterline crossing Drain Line to the East of South Platte River Parkway. Utility Crossing Agreements and Temporary Construction Easements with Toll Southwest LLC (Toll): 4. Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 4 – 8” Waterline with Toll: This temporary construction easement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for an 8” waterline crossing under Drain Line at Chestnut Avenue and Lowell Street. 5. Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 4B – 2” Irrigation with Toll: This agreement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a 2” irrigation line crossing Drain Line to the West of the intersection of Chestnut Avenue and South Platte River Parkway. 6. Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 4B – 2” Irrigation Line with Toll: This temporary construction easement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a 2” irrigation line crossing Drain Line to the West of the intersection of Chestnut Avenue and South Platte River Parkway. 7. Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 5 – Private Electrical Line with Toll: This agreement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a private electrical line crossing above Drain Line to the West of the intersection of Chestnut Avenue and South Platte River Parkway. 8. Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 5 – Private Electrical Line with Toll: This temporary construction easement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a private electrical line crossing above Drain Line to the West of the intersection of Chestnut Avenue and South Platte River Parkway. 9. Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 6 – Private Electrical Line with Toll: This agreement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a private electrical line crossing above Drain Line to the West of the intersection of Chestnut Avenue and South Platte River Parkway. Page 263 of 972 10. Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 6 – Private Electrical Line with Toll: This temporary construction easement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a private electrical line crossing above Drain Line to the West of the intersection of Chestnut Avenue and South Platte River Parkway. 11. Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 11 – 16” Waterline with Toll: This temporary construction easement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a 16” waterline crossing above Drain Line along South Platte River Parkway. 12. Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 17 – Private Electrical Line with Toll: This agreement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a private electrical line crossing above Drain Line along South Platte River Parkway. 13. Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 17 – Private Electrical Line with Toll: This temporary construction easement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a private electrical line crossing above Drain Line along South Platte River Parkway. Utility Crossing Agreements and Temporary Construction Easements with the Public Service Company of Colorado (Xcel Energy): 14. McLellan Drain Line Crossing and License Agreement with the Public Service Company of Colorado (Xcel Energy) for Crossing # 1: This crossing agreement with Xcel Energy includes the terms and conditions of the existing utility crossing of Drain Line. It allows for a three-phase electrical line to cross in an underground bore. 15. McLellan Drain Line Crossing and License Agreement with the Public Service Company of Colorado (Xcel Energy) for Crossing # 3: This crossing agreement with Xcel Energy includes the terms and conditions of the utility crossing of Drain Line. It allows for two six-inch gas lines to cross in an underground bore at the intersection of Chestnut Avenue and Lowell Street. 16. McLellan Drain Line Temporary Construction Easement with the Public Service Company of Colorado (Xcel Energy) for Crossing # 3: This temporary construction easement with Xcel Energy includes the terms and conditions of the utility crossing of Drain Line. It allows for two six-inch gas lines to cross in an underground bore at the intersection of Chestnut Avenue and Lowell Street. 17. McLellan Drain Line Crossing and License Agreement with the Public Service Company of Colorado (Xcel Energy) for Crossing # 25: This crossing agreement with Xcel Energy includes the terms and conditions of the utility crossing of Drain Line. It allows for one six-inch gas line and one two-inch gas line to cross in an underground bore along South Platte River Parkway. 18. McLellan Drain Line Temporary Construction Easement with the Public Service Company of Colorado (Xcel Energy) for Crossing # 25: This temporary construction easement with Xcel Energy includes the terms and conditions of the utility crossing of Drain Line. It allows for one six-inch gas line and one two-inch gas line to cross in an underground bore along South Platte River Parkway. Utility Crossing Agreements and Temporary Construction Easements with TB Angeline LLC (TBAL): 19. McLellan Drain Line Crossing and License Agreement – Santa Fe Park Development, Crossing # 14 – 24” Storm Drain with TBAL: This agreement between TBAL and the City Page 264 of 972 defines the terms and conditions of the utility crossing of Drain Line for a 24” storm drain line crossing below Drain Line to the East of South Platte River Parkway. 20. McLellan Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 14 – 24” Storm Drain with TBAL: This temporary construction easement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for a 24” storm drain line crossing below Drain Line to the East of South Platte River Parkway. 21. Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 18 – 8” Waterline with TBAL: This temporary construction easement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for an 8” waterline crossing above Drain Line to the East of South Platte River Parkway. 22. McLellan Drain Line Crossing and License Agreement – Santa Fe Park Development, Crossing # 20 – 8” Landscape Drain with TBAL: This agreement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for an 8” landscape drain crossing above Drain Line to the East of South Platte River Parkway. 23. McLellan Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 20 – 8” Landscape Drain with TBAL: This temporary construction easement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for an 8” landscape drain crossing above Drain Line to the East of South Platte River Parkway. 24. McLellan Drain Line Crossing and License Agreement – Santa Fe Park Development, Crossing # 21 – 8” Sanitary Line with TBAL: This agreement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for an 8” sanitary crossing above Drain Line to the East of South Platte River Parkway. 25. McLellan Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 21 – 8” Sanitary Line with TBAL: This temporary construction easement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for an 8” sanitary crossing above Drain Line to the East of South Platte River Parkway. 26. McLellan Drain Line Crossing and License Agreement – Santa Fe Park Development, Crossing # 22 – 2” Domestic Water Service Line with TBAL: This agreement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for a 2” domestic water service line above Drain Line to the East of South Platte River Parkway. 27. McLellan Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 22 – 2” Domestic Water Service Line with TBAL: This temporary construction easement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for a 2” domestic water service crossing above Drain Line to the East of South Platte River Parkway. 28. McLellan Drain Line Crossing and License Agreement – Santa Fe Park Development, Crossing # 23 – 6” Fire Service Line with TBAL: This agreement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for a 6” fire service line above Drain Line to the East of South Platte River Parkway. 29. McLellan Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 23 – 6” Fire Service Line with TBAL: This temporary construction easement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for a 6” fire service line crossing above Drain Line to the East of South Platte River Parkway. Additional agreements and easements, if necessary, will be required for utility crossings of the City’s infrastructure to serve the Santa Fe Park Development. Page 265 of 972 COUNCIL ACTION REQUESTED: Motion to approve, by Ordinance, the 29 agreements and easements with Southwest Metropolitan Water and Sanitation District, Toll Southwest LLC, Public Service Company of Colorado and TB Angeline LLC for utility crossings on McLellan Reservoir Drain Line. FINANCIAL IMPLICATIONS: No financial implications will be associated with the proposed crossing agreements and easements. The developers will complete the construction associated with each utility crossing across the McLellan Reservoir Drain Line. There will be no cost to the City. CONNECTION TO STRATEGIC PLAN: Infrastructure:  Proactively, in a cost-effective manner, invests, maintains, and plans to protect water infrastructure Sustainability:  Infrastructure designed and maintained economically, equitably, and ecologically  Protection of water resources, including rivers and streams ATTACHMENTS: Ordinance for a Council Bill CAS – 29 Agreements and Easements with SMWSD, Toll, Xcel Energy and TBAL 29 Agreements and Easements with SMWSD, Toll, Xcel Energy and TBAL PowerPoint Presentation Page 266 of 972 1 ORDINANCE COUNCIL BILL NO. 60 NO. __________ INTRODUCED BY COUNCIL SERIES OF 2024 MEMBER ANDERSON AN ORDINANCE AUTHORIZING AGREEMENTS AND EASEMENTS WITH SOUTHWEST METROPOLITAN WATER AND SANITATION DISTRICT, TOLL SOUTHWEST LLC, PUBLIC SERVICE COMPANY OF COLORADO AND TB ANGELINE LLC FOR UTILITY CROSSINGS OF THE MCLELLAN RESERVOIR DRAIN LINE WHEREAS, Toll Southwest LLC (“Toll”), TB Angeline LLC (“TBAL”), and Evergreen-Mineral & Santa Fe L.L.C.(Evergreen) plan to develop the River Park and the Santa Fe Park properties in the general area of the southwest corner of South Santa Fe Drive and West Mineral Avenue in the City of Littleton for residential purposes; and WHEREAS, the City of Englewood (“City”) owns critical raw water infrastructure within the development area, including the City Ditch, the McLellan Pump Station, and the McLellan Reservoir drain line (“Drain Line”), which convey raw water to the City for drinking water and to the Centennial Water and Sanitation District (“CWSD”) under lease agreements; and WHEREAS, to accommodate the proposed developments and protect the City’s infrastructure, several utility crossings of the Drain Line are necessary to support water, irrigation, electrical, gas, and stormwater utilities required for the projects; and WHEREAS, the Southwest Metropolitan Water and Sanitation District (“SMWSD”), Public Service Company of Colorado (“Xcel Energy”), Toll and TBAL have requested the following agreements and easements for these utility crossings: Utility Crossing Agreements with Southwest Metropolitan Water and Sanitation District (SMWSD): 1. McLellan Reservoir Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 4 – 8” Waterline with SMWSD: This agreement between SMWSD and the City defines the terms and conditions of the utility crossing of Drain Line for an 8” waterline crossing under Drain Line at Chestnut Avenue and Lowell Street. 2. McLellan Reservoir Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 11 – 16” Waterline with SMWSD: This agreement between SMWSD and the City defines the terms and conditions of the utility crossing of Drain Line for a 16” waterline crossing above Drain Line along South Platte River Parkway. 3. McLellan Reservoir Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 18 – 8” Waterline with SMWSD: This agreement Page 267 of 972 2 between SMWSD and the City defines the terms and conditions of the utility crossing of Drain Line for an 8” waterline crossing Drain Line to the East of South Platte River Parkway. Utility Crossing Agreements and Temporary Construction Easements with Toll Southwest LLC (Toll): 4. Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 4 – 8” Waterline with Toll: This temporary construction easement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for an 8” waterline crossing under Drain Line at Chestnut Avenue and Lowell Street. 5. Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 4B – 2” Irrigation with Toll: This agreement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a 2” irrigation line crossing Drain Line to the West of the intersection of Chestnut Avenue and South Platte River Parkway. 6. Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 4B – 2” Irrigation Line with Toll: This temporary construction easement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a 2” irrigation line crossing Drain Line to the West of the intersection of Chestnut Avenue and South Platte River Parkway. 7. Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 5 – Private Electrical Line with Toll: This agreement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a private electrical line crossing above Drain Line to the West of the intersection of Chestnut Avenue and South Platte River Parkway. 8. Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 5 – Private Electrical Line with Toll: This temporary construction easement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a private electrical line crossing above Drain Line to the West of the intersection of Chestnut Avenue and South Platte River Parkway. 9. Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 6 – Private Electrical Line with Toll: This agreement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a private electrical line crossing above Drain Line to the West of the intersection of Chestnut Avenue and South Platte River Parkway. 10. Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 6 – Private Electrical Line with Toll: This temporary construction easement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a private electrical line crossing above Drain Line to the West of the intersection of Chestnut Avenue and South Platte River Parkway. Page 268 of 972 3 11. Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 11 – 16” Waterline with Toll: This temporary construction easement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a 16” waterline crossing above Drain Line along South Platte River Parkway. 12. Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 17 – Private Electrical Line with Toll: This agreement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a private electrical line crossing above Drain Line along South Platte River Parkway. 13. Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 17 – Private Electrical Line with Toll: This temporary construction easement between Toll and the City defines the terms and conditions of the utility crossing of Drain Line for a private electrical line crossing above Drain Line along South Platte River Parkway. Utility Crossing Agreements and Temporary Construction Easements with the Public Service Company of Colorado (Xcel Energy): 14. McLellan Drain Line Crossing and License Agreement with the Public Service Company of Colorado (Xcel Energy) for Crossing # 1: This crossing agreement with Xcel Energy includes the terms and conditions of the existing utility crossing of Drain Line. It allows for a three-phase electrical line to cross in an underground bore. 15. McLellan Drain Line Crossing and License Agreement with the Public Service Company of Colorado (Xcel Energy) for Crossing # 3: This crossing agreement with Xcel Energy includes the terms and conditions of the utility crossing of Drain Line. It allows for two six-inch gas lines to cross in an underground bore at the intersection of Chestnut Avenue and Lowell Street. 16. McLellan Drain Line Temporary Construction Easement with the Public Service Company of Colorado (Xcel Energy) for Crossing # 3: This temporary construction easement with Xcel Energy includes the terms and conditions of the utility crossing of Drain Line. It allows for two six-inch gas lines to cross in an underground bore at the intersection of Chestnut Avenue and Lowell Street. 17. McLellan Drain Line Crossing and License Agreement with the Public Service Company of Colorado (Xcel Energy) for Crossing # 25: This crossing agreement with Xcel Energy includes the terms and conditions of the utility crossing of Drain Line. It allows for one six-inch gas line and one two-inch gas line to cross in an underground bore along South Platte River Parkway. 18. McLellan Drain Line Temporary Construction Easement with the Public Service Company of Colorado (Xcel Energy) for Crossing # 25: This temporary construction easement with Xcel Energy includes the terms and conditions of the utility crossing of Drain Line. It allows for one six-inch gas line and one two-inch gas line to cross in an underground bore along South Platte River Parkway. Page 269 of 972 4 Utility Crossing Agreements and Temporary Construction Easements with TB Angeline LLC (TBAL): 19. McLellan Drain Line Crossing and License Agreement – Santa Fe Park Development, Crossing # 14 – 24” Storm Drain with TBAL: This agreement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for a 24” storm drain line crossing below Drain Line to the East of South Platte River Parkway. 20. McLellan Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 14 – 24” Storm Drain with TBAL: This temporary construction easement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for a 24” storm drain line crossing below Drain Line to the East of South Platte River Parkway. 21. Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 18 – 8” Waterline with TBAL: This temporary construction easement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for an 8” waterline crossing above Drain Line to the East of South Platte River Parkway. 22. McLellan Drain Line Crossing and License Agreement – Santa Fe Park Development, Crossing # 20 – 8” Landscape Drain with TBAL: This agreement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for an 8” landscape drain crossing above Drain Line to the East of South Platte River Parkway. 23. McLellan Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 20 – 8” Landscape Drain with TBAL: This temporary construction easement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for an 8” landscape drain crossing above Drain Line to the East of South Platte River Parkway. 24. McLellan Drain Line Crossing and License Agreement – Santa Fe Park Development, Crossing # 21 – 8” Sanitary Line with TBAL: This agreement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for an 8” sanitary crossing above Drain Line to the East of South Platte River Parkway. 25. McLellan Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 21 – 8” Sanitary Line with TBAL: This temporary construction easement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for an 8” sanitary crossing above Drain Line to the East of South Platte River Parkway. 26. McLellan Drain Line Crossing and License Agreement – Santa Fe Park Development, Crossing # 22 – 2” Domestic Water Service Line with TBAL: This agreement between TBAL and the City defines the terms and conditions of the Page 270 of 972 5 utility crossing of Drain Line for a 2” domestic water service line above Drain Line to the East of South Platte River Parkway. 27. McLellan Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 22 – 2” Domestic Water Service Line with TBAL: This temporary construction easement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for a 2” domestic water service crossing above Drain Line to the East of South Platte River Parkway. 28. McLellan Drain Line Crossing and License Agreement – Santa Fe Park Development, Crossing # 23 – 6” Fire Service Line with TBAL: This agreement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for a 6” fire service line above Drain Line to the East of South Platte River Parkway. 29. McLellan Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 23 – 6” Fire Service Line with TBAL: This temporary construction easement between TBAL and the City defines the terms and conditions of the utility crossing of Drain Line for a 6” fire service line crossing above Drain Line to the East of South Platte River Parkway. WHEREAS, these agreements and easements include specific terms to ensure the structural integrity and operational reliability of the Drain Line while facilitating development; and WHEREAS, the City’s Water and Sewer Board recommended approval of these agreements at its November 12, 2024, meeting, and the Department of Utilities concurs with this recommendation; and WHEREAS, Article XIV, Section 18(2)(a) of the Colorado Constitution and Sections 29-1-203 and 29-1-203.5, C.R.S., authorize intergovernmental agreements and cooperation among public entities, including those proposed here with SMSWD. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section 1. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of McLellan Reservoir Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 4 – 8” Waterline with SMWSD, in the form substantially the same as that attached hereto. Section 2. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of McLellan Reservoir Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 11 – 16” Waterline with SMWSD, in the form substantially the same as that attached hereto. Section 3. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of McLellan Reservoir Drain Line Crossing Agreement – Santa Fe Page 271 of 972 6 Park Development, Crossing # 18 – 8” Waterline with SMWSD, in the form substantially the same as that attached hereto. Section 4. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 4 – 8” Waterline with Toll, in the form substantially the same as that attached hereto. Section 5. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 4B – 2” Irrigation with Toll, in the form substantially the same as that attached hereto. Section 6. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 4B – 2” Irrigation Line with Toll, in the form substantially the same as that attached hereto. Section 7. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 5 – Private Electrical Line with Toll, in the form substantially the same as that attached hereto. Section 8. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 5 – Private Electrical Line with Toll, in the form substantially the same as that attached hereto. Section 9. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 6 – Private Electrical Line with Toll, in the form substantially the same as that attached hereto. Section 10. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 6 – Private Electrical Line with Toll, in the form substantially the same as that attached hereto. Section 11. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 11 – 16” Waterline with Toll, in the form substantially the same as that attached hereto. Section 12. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the Drain Line Crossing Agreement – Santa Fe Park Development, Crossing # 17 – Private Electrical Line with Toll, in the form substantially the same as that attached hereto. Page 272 of 972 7 Section 13. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 17 – Private Electrical Line with Toll, in the form substantially the same as that attached hereto. Section 14. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the McLellan Drain Line Crossing and License Agreement with the Public Service Company of Colorado (Xcel Energy) for Crossing # 1, in the form substantially the same as that attached hereto. Section 15. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the McLellan Drain Line Crossing and License Agreement with the Public Service Company of Colorado (Xcel Energy) for Crossing # 3, in the form substantially the same as that attached hereto. Section 16. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the McLellan Drain Line Temporary Construction Easement with the Public Service Company of Colorado (Xcel Energy) for Crossing # 3, in the form substantially the same as that attached hereto. Section 17. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the McLellan Drain Line Crossing and License Agreement with the Public Service Company of Colorado (Xcel Energy) for Crossing # 25, in the form substantially the same as that attached hereto. Section 18. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the McLellan Drain Line Temporary Construction Easement with the Public Service Company of Colorado (Xcel Energy) for Crossing # 25, in the form substantially the same as that attached hereto. Section 19. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the McLellan Drain Line Crossing and License Agreement – Santa Fe Park Development, Crossing # 14 – 24” Storm Drain with TBAL, in the form substantially the same as that attached hereto. Section 20. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the McLellan Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 14 – 24” Storm Drain with TBAL, in the form substantially the same as that attached hereto. Section 21. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 18 – 8” Waterline with TBAL, in the form substantially the same as that attached hereto. Section 22. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the McLellan Drain Line Crossing and License Page 273 of 972 8 Agreement – Santa Fe Park Development, Crossing # 20 – 8” Landscape Drain with TBAL, in the form substantially the same as that attached hereto. Section 23. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the McLellan Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 20 – 8” Landscape Drain with TBAL, in the form substantially the same as that attached hereto. Section 24. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the McLellan Drain Line Crossing and License Agreement – Santa Fe Park Development, Crossing # 21 – 8” Sanitary Line with TBAL, in the form substantially the same as that attached hereto. Section 25. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the McLellan Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 21 – 8” Sanitary Line with TBAL, in the form substantially the same as that attached hereto. Section 26. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the McLellan Drain Line Crossing and License Agreement – Santa Fe Park Development, Crossing # 22 – 2” Domestic Water Service Line with TBAL, in the form substantially the same as that attached hereto. Section 27. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the McLellan Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 22 – 2” Domestic Water Service Line with TBAL, in the form substantially the same as that attached hereto. Section 28. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the McLellan Drain Line Crossing and License Agreement – Santa Fe Park Development, Crossing # 23 – 6” Fire Service Line with TBAL, in the form substantially the same as that attached hereto. Section 29. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of the McLellan Drain Line Temporary Construction Easement – Santa Fe Park Development, Crossing # 23 – 6” Fire Service Line with TBAL, in the form substantially the same as that attached hereto. Section 30. The following general provisions and findings are applicable to the interpretation and application of this Ordinance: A. Severability. If any clause, sentence, paragraph, or part of this Ordinance or the application thereof to any person or circumstances shall for any reason be adjudged by a court of competent jurisdiction invalid, such judgment shall not affect, impair or invalidate the remainder of this Ordinance or its application to other persons or circumstances. Page 274 of 972 9 B. Inconsistent Ordinances. All other Ordinances or portions thereof inconsistent or conflicting with this Ordinance or any portion hereof are hereby repealed to the extent of such inconsistency or conflict. C. Effect of repeal or modification. The repeal or modification of any provision of the Code of the City of Englewood by this Ordinance shall not release, extinguish, alter, modify, or change in whole or in part any penalty, forfeiture, or liability, either civil or criminal, which shall have been incurred under such provision, and each provision shall be treated and held as still remaining in force for the purposes of sustaining any and all proper actions, suits, proceedings, and prosecutions for the enforcement of the penalty, forfeiture, or liability, as well as for the purpose of sustaining any judgment, decree, or order which can or may be rendered, entered, or made in such actions, suits, proceedings, or prosecutions. D. Safety Clauses. The City Council hereby finds, determines, and declares that this Ordinance is promulgated under the general police power of the City of Englewood, that it is promulgated for the health, safety, and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The City Council further determines that the Ordinance bears a rational relation to the proper legislative object sought to be obtained. This Safety Clause is not intended to affect a Citizen right to challenge this Ordinance through referendum pursuant to City of Englewood Charter 47. E. Publication. Publication of this Ordinance may be in the City’s official newspaper, the City’s official website, or both. Publication shall be effective upon the first publication by either authorized method. F. Actions Authorized to Effectuate this Ordinance. The Mayor is hereby authorized and directed to execute all documents necessary to effectuate the approval authorized by this Ordinance, and the City Clerk is hereby authorized and directed to attest to such execution by the Mayor where necessary. In the absence of the Mayor, the Mayor Pro Tem is hereby authorized to execute the above-referenced documents. The execution of any documents by said officials shall be conclusive evidence of the approval by the City of such documents in accordance with the terms thereof and this Ordinance. City staff is further authorized to take additional actions as may be necessary to implement the provisions of this Ordinance and has the authority to correct formatting and/or typographical errors discovered during codification. G. Enforcement. To the extent this ordinance establishes a required or prohibited action punishable by law, unless otherwise specifically provided in Englewood Municipal Code or applicable law, violations shall be subject to the General Penalty provisions contained within EMC § 1-4-1. Introduced and passed on first reading on the 18th day of November, 2024; and on second reading, in identical form to the first reading, on the ___ day of ____________, 2024. Othoniel Sierra, Mayor ATTEST: Page 275 of 972 10 _________________________________ Stephanie Carlile, City Clerk I, Stephanie Carlile, City Clerk of the City of Englewood, Colorado, hereby certify that the above and foregoing is a true copy of an Ordinance, introduced and passed in identical form on first and second reading on the dates indicated above; and published two days after each passage on the City’s official website for at least thirty (30) days thereafter. The Ordinance shall become effective thirty (30) days after first publication on the City’s official website. Stephanie Carlile Page 276 of 972 Contract Number City Contact Information: Staff Contact Person Phone Title Email City Contact Information: Staff Contact Person Phone Title Email Summary of Terms: Original Contract Amount no - cost agreements & easements Start Date (estimated)12/2/2024 Amendment Amount End Date Amended Contract Amount Total Term in Years Vendor Contact Information: Name Contact Address Phone Email Littleton CO City State Zip Code Vendor Contact Information: Name Contact Address Phone Email Greenwood Village CO City State Zip Code Vendor Contact Information: Name Contact Address Phone Email Denver CO City State Zip Code Vendor Contact Information: Name Contact Address Phone Email Fort Washington PA City State Zip Code Contract Type: Please select from the drop down list Please select from the drop down list Southwest Metropolitan Water and Sanitation District (SMWSD) Agreements and Easements with Southwest Metropolitan Water and Sanitation District, Toll Southwest LLC, Public Service Company of Colorado and TB Angeline LLC for Utility Crossings on McLellan Reservoir Drain Line City of Englewood, Colorado CONTRACT APPROVAL SUMMARY 303.571.38571123 W 3rd Ave 80223 19034 Easement 80111 303.708.0730 Marc Mayorga Payment or Revenue terms (please describe terms or attached schedule if based on deliverables) 219.938.5227 Russell Rochestie, Vice President No cost to the City of Englewood 8739 W. Coal Mine Avenue 720.726.5046 calane@plattecanyon.org 80123 Toll Southwest LLC (Toll) Public Service Company of Colorado (Xcel Energy) Cynthia Lane, Manager 71 E. Belleview Ave. Suite 200 $ - $ - $ - o: 303.783.6857 c: 720.753.2514Cliff Stephens CStephens@englewoodco.govUtilities Engineering Supervisor Renewal options available The term of each easement shall extend for the duration necessary to complete construction. The terms of each crossing and license agreement shall be in perpetuity. TB Angeline LLC (TBAL) 1140 Virginia Drive Crossing and License Agreement Tasha Neel o: 720.610.0943 Utilities Engineer II TNeel@englewoodco.gov Page 277 of 972 CONTRACT APPROVAL SUMMARY Description of Contract Work/Services Procurement Justification of Contract Work/Services The proposed crossing agreements and easements will allow for the Drain Line utility crossings and permit TBAL to continue work on the development at the Santa Fe Park property. Utilities staff recommends the Water and Sewer Board support City Council’s approval of 29 agreements and easements required to protect Drain Line infrastructure. Utilities staff drafted these agreements in conjunction with the City’s water rights attorneys and the City Attorney’s Office to ensure the easements and agreements for the proposed Drain Line utility crossings and easements meet the City’s needs for the future. The summary of these agreements and easements is as follows: Three developers, Toll, TBAL and Evergreen-Mineral & Santa Fe L.L.C. (Evergreen), plan to develop the property in the general area of the southwest corner of S. Santa Fe Drive and W. Mineral Ave in the City of Littleton for residential and commercial purposes. The City of Englewood (City) has critical raw water infrastructure within the property, including City Ditch, access to the McLellan Pump Station, and the McLellan Reservoir Drain Line (Drain Line). This infrastructure conveys raw water to the City for drinking water and transports leased water to Centennial Water and Sanitation District. Toll relocated a portion of City Ditch through Santa Fe Park as part of their development in 2023. Evergreen plans to relocate its portion of City Ditch through the River Park Development beginning in 2024, and Toll also plans to relocate the Drain Line in 2024. Page 278 of 972 CONTRACT APPROVAL SUMMARY Page 279 of 972 CONTRACT APPROVAL SUMMARY Budget Authorization of Contract Work/Services n/a Page 280 of 972 CONTRACT APPROVAL SUMMARY Source of Funds: CAPITAL ONLY Item A B C D 1=A-B-C-D Capital Tyler New World Budgeted?Spent To Encumbrance Contract Budget Operating Year Project # / Task #Fund Division Account Line Item Description YES / NO Budget Date (Outstanding PO)Amount Remaining C -$ -$ -$ -$ -$ C -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ Total Current Year -$ -$ -$ -$ -$ C -$ -$ -$ -$ -$ C -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ Total - Year Two -$ -$ -$ -$ -$ GRAND TOTAL -$ -$ -$ -$ -$ Process for Choosing Contractor: Solicitation Name and Number Attachment (For Capital Items Only / Expense Line Item Detail is Located in OpenGov): All Other Attachments: n/a NOTES/COMMENTS No financial implications will be associated with the proposed crossing agreements and easements. The developers will complete the construction associated with each utility crossing across the McLellan Reservoir Drain Line. There will be no cost to the City. Solicitation:Evaluation Summary/Bid Tabulation Attached Proposal/Bid Attached Prior Month-End Project Status and Fund Balance Report Evaluation Summary/Bid Tabulation AttachedEvaluation Summary/Bid Tabulation AttachedEvaluation Summary/Bid Tabulation AttachedContract Copy of Original Contract if this is an Amendment Copies of Related Contracts/Conveyances/Documents Addendum(s) Exhibit(s) Certificate of Insurance Page 281 of 972 MCLELLAN RESERVOIR DRAIN LINE CROSSING AGREEMENT (Santa Fe Park Development, Crossing # 4 – Waterline) This McLellan Reservoir Drain Line Crossing Agreement (“Agreement”) is effective as of the day of __________________, 2024 and is between the City of Englewood, a Colorado municipal corporation (“City”) and the Southwest Metropolitan Water and Sanitation District, a quasi- municipal corporation and political subdivision of the State of Colorado (“Licensee”). RECITALS A. The City owns and operates a water storage reservoir known as McLellan Reservoir that provides a water supply to Englewood and other water users (“McLellan Reservoir”); and B. The City owns a right-of-way for the drain line that serves McLellan Reservoir (“McLellan Reservoir Drain Line Right-of-Way”) that crosses property owned by Toll Southwest, LLC located in the City of Littleton that is shown on the Relinquishment and Grant of Easements, recorded September 15, 2023, at Reception No. E3063829; and C. The City is authorized to manage and use the McLellan Reservoir Drain Line Right-of- Way and to the extent permitted by law regulate the installation of devices and structures within the McLellan Reservoir Drain Line Right-of-Way pursuant to its authority as the owner of the right-of-way and owner and operator of McLelland Reservoir, and its other governmental powers and authority; and D. Toll Southwest, LLC desires to install or had installed an 8-inch diameter water main and related appurtenances (“Facilities”) within a portion of the McLellan Reservoir Drain Line Right-of-Way at the locations described and depicted on Exhibit 1 as attached hereto, pursuant to a separate Temporary Construction Easement with Toll Southwest LLC dated _______, 2024. Once the Facilities are conditionally accepted by Licensee, and subject to Licensee’s customary acceptance procedures, the Facilities will be transferred or otherwise conveyed to Licensee; and E. Once Licensee has finally accepted the Facilities, Licensee will own, operate, maintain, repair and replace (“Operate”) the Facilities; and F. Licensee desires to occupy and use the McLellan Reservoir Drain Line Right-of-Way for the purposes described above; and G. Licensee desires to obtain a license from the City to cross and occupy the McLellan Reservoir Drain Line Right-of-Way for the purposes described above; and H. Licensee will Operate the Facilities in a manner that is consistent with and does not unreasonably interfere with the McLellan Reservoir or the McLellan Reservoir Drain Line Right-of-Way or any related lateral or the subjacent support therefore; and Page 282 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 2 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 I. The City is willing to grant Licensee a license to use and occupy a portion of the McLellan Reservoir Drain Line Right-of-Way for the operation, maintenance, repair, and replacement (“Operation”) of the Facilities subject to the terms and conditions described herein and other applicable law; and J. The City, without warranting its title or interest whatsoever, hereby authorizes Licensee to Operate the Facilities within those portions of the McLellan Reservoir Drain Line Right- of-Way identified on Exhibit 1, pursuant to this Agreement and applicable law. NOW, THEREFORE AND IN CONSIDERATION of mutual covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: SECTION 1. Definitions Affiliate means any person or entity controlling, controlled by, or under the common control with Licensee. Claim(s) means and includes allegations, assessments, taxes, impositions, proceedings, liabilities, obligations, losses, claims of personal injury, bodily injury, sickness, disease, death, property damage, destruction, loss of use, financial harm, or other impairment, penalties, fines, damages, suits, actions, payments, judgments, demands, expenses and costs, including, but not limited to, attorney’s fees incurred through all appeals. Facilities means anything installed by Toll Southwest, LLC or Licensee in the McLellan Reservoir Drain Line Right-of-Way under this Agreement or the related Water Main Extension Agreement between Toll Southwest, LLC and Licensee. The term “Facilities” includes but is not limited to the 8-inch diameter water main and related appurtenances and any existing or new related infrastructure installed, operated, repaired or maintained by Toll Southwest, LLC or Licensee within the McLellan Reservoir Drain Line Right-of-Way. Hazardous Substance means any substance, chemical or waste that is identified as hazardous or toxic in any applicable federal, state or local law or regulation, including but not limited to petroleum products and asbestos. Parties collectively means the City of Englewood and Licensee. Public Emergency means any condition which, in the opinion of City officials, poses an immediate threat to the lives or property of the citizens of Englewood or others caused by any natural or man-made disaster, including but not limited to, storms, floods, fire, accidents, explosions, major water main breaks, hazardous material spills, etc. Site License means, as applicable, any site-specific license issued to Licensee pursuant to the terms of this Agreement, attached as Exhibit A hereto. Page 283 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 3 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 Sublicensee means Toll Southwest, LLC. Use Area means the portions of the McLellan Reservoir Drain Line Right-of-Way designated on a Site Plan or other plan (as defined in the applicable exhibit) that Licensee, it’s contractors, invitees, or sublicensee, is allowed to use and/or occupy under a Site License and pursuant to this Agreement. SECTION 2. Permission to Use McLellan Reservoir Drain Line Right-of-Way 2.1 The City shall have the right to maintain, install, repair, remove or relocate the McLellan Reservoir Drain Line Right-of-Way or any other of its facilities or installations within the McLellan Reservoir Drain Line Right-of-Way, at any time and in such manner as the City deems necessary. The City reserves the exclusive right to control all its installations and construction within the McLellan Reservoir Drain Line Right-of-Way. Except as specifically authorized in writing, Licensee shall not interfere with, obstruct, modify, or otherwise in any way adversely impact the City’s use of the McLellan Reservoir Drain Line Right-of-Way. In the event Licensee’s Facilities should interfere with any future use of the McLellan Reservoir Drain Line Right-of-Way by the City, the Licensee shall upon request, and at its sole expense, relocate, rearrange, or remove its Facilities so as not to interfere with any such City use. In granting this authorization, the City reserves, to the extent permitted by law, the right to make full use of the McLellan Reservoir Drain Line Right-of-Way as may be necessary or convenient in the operation of McLellan Reservoir and the City’s water system. 2.2 Subject to the provisions of this Agreement and applicable law, City hereby grants to Licensee, its employees, agents, Contractor(s) and Sublicensee permission to use designated portions of the McLellan Reservoir Drain Line Right-of-Way subject to and conditioned upon Licensee’s full, timely, complete and faithful performance of all obligations to be performed or required hereunder by Licensee, and Licensee hereby accepts the terms and conditions of this Agreement. It is the responsibility of Licensee to determine if the Use Area is within the McLellan Reservoir Drain Line Right-of-Way, through a title report or other means. If the Use Area does not lie within the McLellan Reservoir Drain Line Right-of-Way, it is Licensee’s sole responsibility to secure the necessary rights for its Facilities. 2.3 By way of explanation, Sublicensee can use the Use Area for the installation and/or maintenance of the Facilities during Sublicensee’s warranty period, and thereafter, Licensee can use the Use Area for the Operation of Licensee’s Facilities as described in a Site License substantially in the form of Exhibit 1 and shall conduct no other activity at or from those designated portions of the McLellan Reservoir Drain Line Right-of-Way beyond the authority granted by this Agreement and a Site License issued hereunder. 2.4 All other uses of the McLellan Reservoir Drain Line Right-of-Way under this Agreement are prohibited. Should Licensee seek to use the McLellan Reservoir Drain Line Right-of-Way for other purposes, it must enter into a separate agreement with the City to do so. Page 284 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 4 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 2.5 The authority to install and Operate the Facilities in the McLellan Reservoir Drain Line Right- of-Way granted herein authorizes Licensee to: (i) authorize its Sublicensee to install and/or maintain during Sublicensee’s warranty period, the Facilities, and (ii) further authorizes Licensee to thereafter Operate the Facilities, but does not authorize the installation or Operation of any other facilities that are not expressly provided for in this Agreement and that are materially different therefrom. 2.6 Licensee shall comply with all applicable laws as amended from time to time, including but not limited to, Colorado and federal law in the exercise and performance of its rights and obligations under this Agreement. 2.7 This Agreement authorizes Licensee’s Sublicensee to construct and/or maintain the Facilities during Sublicensee’s warranty period and thereafter authorizes Licensee to Operate the Facilities within the McLellan Reservoir Drain Line Right-of-Way. This Agreement does not authorize a customer of Licensee to operate, manage or maintain Licensee’s Facilities in the McLellan Reservoir Drain Line Right-of-Way. 2.8 Licensee shall not be required to obtain City Permits or pay any fees for the work described herein that may otherwise be applicable. 2.9 Licensee shall not trim or cut down any trees, shrubs, or brush on the McLellan Reservoir Drain Line Right-of-Way without permission of the City, which shall not be unreasonably withheld, conditioned, or delayed. When required by City, Licensee, at its expense, shall trim or cut down trees, shrubs or brush and remove and dispose of cutting debris to the reasonable satisfaction of City with respect to any trees, shrubs, or brush on the McLellan Reservoir Drain Line Right-of-Way. SECTION 3. Non-Exclusive Rights/Priority Rights 3.1 The Site License is not exclusive and nothing herein contained shall be construed to prevent City from granting other like or similar permissions or privileges within the McLellan Reservoir Drain Line Right-of Way to any other person, firm or corporation; or deny to or lessen the powers and privileges granted to City under the City Charter, the Colorado Constitution and laws of the State of Colorado. 3.2 Any and all rights granted to Licensee under this Agreement, which shall be exercised at no cost or expense to City, shall be subject to the prior and continuing right of City to use the McLellan Reservoir Drain Line Right-of-Way exclusively or concurrently, with any other person or entity and shall be further subject to all deeds, easements, dedications, conditions, covenants, restrictions, encumbrances, and claims of title which may affect the McLellan Reservoir Drain Line Right-of- Way. 3.3 Any right or privilege claimed pursuant to this Agreement by Licensee for any use of any right- of-way shall be subordinate to: A) any prior lawful occupancy or use thereof by the City or any other governmental entity; B) any prior lawful occupancy or use thereof by any other person; C) and to any prior easements therein, provided however, that nothing herein shall extinguish or Page 285 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 5 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 otherwise interfere with property rights established independently of this Agreement. The rights and privileges granted in this Agreement shall be subject to prior agreements, licenses and/or grants, recorded or unrecorded, and it shall be the Licensee’s sole responsibility to determine the existence of said documents or conflicting uses or installations. 3.4 There is hereby reserved to the City every right and power required pursuant to this Agreement that is reserved. Licensee by its execution of this Agreement agrees to be bound thereby and to comply with any lawful action of the City in its exercise of such rights or power pursuant to the McLellan Reservoir Drain Line Right-of-Way. Neither the granting of any Agreement nor any provision hereof shall constitute a waiver or bar to the exercise of any lawful governmental right or power of City. 3.5 By executing this Agreement, the City does not waive any rights that it may have against any public utility or other property owner to require that such owners obtain prior approval from the City for such uses of the McLellan Reservoir Drain Line Right-of-Way, or that revenues received by any public utility or other property owner from Licensee, by virtue of Licensee’s use of the McLellan Reservoir Drain Line Right-of-Way be included in the computation of any use agreement fees owed by such parties to the City. 3.6 Nothing in this Agreement shall be construed to prevent the City from abandoning, altering, improving, repairing, or maintaining its facilities and/or the McLellan Reservoir Drain Line Right- of-Way, and for that purpose to require Licensee, at no expense to the City, to relocate Licensee’s Facilities in order to accommodate the activities of the City within a reasonable period of time after receiving notice to relocate. The City shall not be liable for lost revenues sustained by Licensee, however caused, because of damage, modification, alteration, or destruction of its Facilities in the McLellan Reservoir Drain Line Right-of-Way, when such costs or lost revenues result from the construction, operation, and/or maintenance of City facilities and/or the McLellan Reservoir Drain Line Right-of-Way, provided that the activities resulting in such costs or lost revenues are conducted in accordance with applicable laws and regulations and do not arise from the City’s negligent or wrongful acts. SECTION 4. Regulatory Conditions Relating to Right-of-Way Usage 4.1 For purposes of this Agreement, whenever work is done in the McLellan Reservoir Drain Line Right-of-Way relating to this Agreement, Licensee agrees that it will cause its agents, Contractor(s) and Sublicensee to agree to all of the terms and conditions set forth in this Agreement and that said Contractor(s), agents, and Sublicensee shall be responsible for their own negligent or wrongful acts, errors, omissions, and that the obligations of Sections 4 and 5 are imposed on both Licensee and any agent, Contractor or Sublicensee. 4.2 Licensee is responsible for ensuring that its Facilities are constructed, managed, installed, operated and/or maintained in accordance with applicable law. 4.3 Licensee’s use of the McLellan Reservoir Drain Line Right-of-Way and any other easements under the control of the City shall be according to plans attached to a Site License and approved Page 286 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 6 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 by the City as submitted, provided that such approval shall not be unreasonably withheld or delayed. 4.4 Licensee’s Facilities to be constructed, installed, operated, maintained, upgraded and removed hereunder shall be located so as to interfere as little as possible with the operation and maintenance of the McLellan Reservoir Drain Line or other prior authorized uses within the McLellan Reservoir Drain Line Right-of-Way and other easements. Any phases of construction and/or installation of the Facilities, as well as the location of said Facilities shall be subject to regulation by the City as allowed by law. 4.5 Licensee and its employees, agents, Contractor(s) and Sublicensee shall be subject to the City’s exercise of such regulatory and other powers within the McLellan Reservoir Drain Line Right-of- Way as it now has or may later obtain, and Licensee may not waive the application of the same. City shall have supervision over any Facilities located within or on the McLellan Reservoir Drain Line Right-of-Way. 4.6 Clean Up. Licensee and/or its Contractor(s) and Sublicensee, as soon as practical following the installation, in the case of Sublicensee, and the Operation, in the case of Licensee of the Facilities, remove all temporary construction materials and equipment, debris, and unused materials provided for in the work, and restore the surface of the McLellan Reservoir Drain Line Right-of-Way to the same condition that existed prior to such entry thereon by Licensee or its Contractor(s) or Sublicensee, to the extent reasonable, except as necessary to accommodate Licensee’s Facilities. 4.7 Graffiti Removal. Licensee shall at all times keep and maintain its Facilities free of all graffiti. City shall notify Licensee in writing if graffiti is on the Facilities. If Licensee fails to remove the graffiti within thirty (30) days after notice in writing is received, City shall have the right to remove any graffiti present. Licensee shall reimburse City for all reasonable costs directly attributable to such abatement within thirty (30) days of City’s presenting Licensee with a statement of such costs. 4.8 Safety. Licensee or Licensee’s Contractor(s), if the work is being done by Licensee’s Contractor(s), shall be solely and completely responsible for the conditions of any job site where the Facilities are being placed, including safety of all persons (including employees) and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. Safety provisions shall conform to all applicable federal (including OSHA), state, county, and local laws, ordinances, codes, and regulations. Where any of these are in conflict, the more stringent requirement shall be followed. Licensee’s failure to thoroughly familiarize itself with the aforementioned safety provisions shall not relieve Licensee from compliance with these provisions. 4.9 Damage. If Licensee, as a result of its negligence or wrongful acts, damages City or private property, Licensee shall promptly, at its own expense, and in a manner reasonably acceptable to the City, repair the damage. If Licensee fails to do so, the property owner may repair the damage at its own reasonable expense, and Licensee shall reimburse the property owner within thirty (30) days of invoicing. Page 287 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 7 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 SECTION 5. Plan Approval, Permits, and Inspection 5.1 No Facilities shall be installed, constructed, replaced, located on, or attached to any property within the McLellan Reservoir Drain Line Right-of-Way until Site License (attached as Exhibit A) from the City has been approved and executed. Additionally, Licensee, its Contractor(s) and Sublicensee shall comply with all applicable law governing the McLellan Reservoir Drain Line Right-of-Way. All rights hereunder are granted under the express condition that the City shall have the power at any time to impose lawful restrictions and limitations upon, and to make regulations as to Licensee’s use of the McLellan Reservoir Drain Line Right-of-Way as may be deemed best for the public interest, safety, or welfare to the same extent that such restrictions and limitations are applied to all non-governmental users of the McLellan Reservoir Drain Line Right-of-Way. 5.2 If not already approved by City, Licensee shall submit the applicable details, plans, and specifications for City review and approval prior to any and all construction work performed pursuant to the rights granted under this Agreement. Licensee, its Contractor(s) and Sublicensee shall abide by all stipulations of the Site License issued. If Licensee desires to change the location of any Facilities, including any related Facilities from that set forth in the Site License, Licensee shall apply for and obtain approval for an amendment to the Site License prior to installation or construction. 5.3 City will approve or deny such Site Licenses based on the availability of space at the location sought by Licensee, safety, and other considerations in accordance with applicable law. Licensee, its Contractor(s) and Sublicensee shall comply with the terms of any Site License. 5.4 Any new underground facilities placed in the McLellan Reservoir Drain Line Right-of-Way will be constructed using industry standard horizontal directional drilling and trenching construction methods. Licensee, its Contractor(s) and Sublicensee installations will be done using industry standard practices and in full compliance with any applicable Site License. 5.5 If Licensee desires to change the components of the Facilities that will impact the McLellan Reservoir Drain Line Right-of-Way, written approval of such change must be obtained from the City. 5.6 The City shall have the right to inspect all construction or installation work performed subject to the provisions of this Agreement and to make such tests as it shall find necessary to meet City standards to ensure compliance with the terms of this Agreement and other applicable law. 5.7 Licensee shall also provide and identify a representative, such as a project manager, who shall be the contact person for the City during any construction periods. The Licensee shall provide a contact number for emergencies that occur outside of regular business hours and shall provide this contact number to the City in advance of each construction activity/permitted installation. 5.8 Whenever Licensee, its Contractor(s) or Sublicensee shall cause any opening or alteration to be made for any purpose in any City public streets, or public places, the opening or alteration shall be completed and restored with due diligence within seven (7) business days. Licensee shall upon the completion of the opening or alteration, restore the property, improvements or landscaping Page 288 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 8 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 disturbed by Licensee or its Contractor(s) to a condition substantially comparable to the condition before the opening or alteration and the restoration shall be performed with due diligence within a reasonably prompt time. SECTION 6. Maintenance/Modifications 6.1 Except for warranty work or maintenance required to be performed by Sublicensee prior to final acceptance of the Facilities by Licensee, maintenance of all Facilities shall be performed by Licensee at Licensee’s sole cost and expense. Licensee or Sublicensee, as applicable, will be responsible for obtaining the appropriate approvals for work in the McLellan Reservoir Drain Line Right-of-Way in order to access the Facilities. 6.2 Licensee will Operate the Facilities in accordance with applicable law. 6.3 Damaged or deteriorated components must be corrected within forty-eight (48) hours of notification, if practical. If the components are taken out of service, Licensee must remove them as soon as practical or abandon the components in place if approved by the City, which approval shall not be unreasonably withheld, conditioned, or delayed. 6.4 Any upgrade and/or modification to the Facilities, other than a like for like replacement, will need specific approval from the City and require Licensee to submit the information required. Any approval required from the City must be obtained in writing from the City Manager or their designee which approval shall not be unreasonably withheld, conditioned, or delayed. SECTION 7. Traffic Control 7.1 Except for the initial installation of the Facilities that will be performed by Sublicensee, Licensee shall have the full responsibility and liability for any traffic control for work performed by Licensee or its Contractors. Sublicensee shall have responsibility for traffic control for the initial installation of the Facilities. SECTION 8. Hazardous Substances 8.1 Licensee agrees it will not produce or knowingly dispose, treat, use, generate, store any Hazardous Substances on, under, above or within the area of the McLellan Reservoir Drain Line Right-of-Way in violation of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. § 9601, et. seq.; the Resource Conservation and Recovery Act., 42 U.S.C. § 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; or any other federal, state, county, or local law or regulation. Licensee may not use the McLellan Reservoir Drain Line Right-of-Way in a manner that would require a permit or approval related to Hazardous Substances from any governmental agency other than the City. Licensee, to the extent permitted by law and subject to all of the protections, defenses, immunities and limitations afforded Licensee by the Colorado Governmental Immunity Act, will indemnify and hold City harmless against any loss or liability incurred by reason of any Hazardous Substance produced, knowingly disposed of, or used by Licensee pursuant to this Agreement, to the extent permitted by Colorado law, and must Page 289 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 9 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 immediately notify City of any Hazardous Substance discovered at any time that is unlawfully present upon the McLellan Reservoir Drain Line Right-of-Way. 8.2 Licensee understands the hazards presented to persons, property, and the environment by dealing with Hazardous Substances. Licensee acknowledges the possibility that the McLellan Reservoir Drain Line Right-of-Way may contain actual or presumed asbestos and other Hazardous Substances containing materials. SECTION 9. On-Call Assistance Licensee shall be available to employees of any City department twenty-four (24) hours a day, seven (7) days a week, regarding problems or complaints resulting from the Operation of its Facilities, at the phone number provided below. Licensee shall use reasonable efforts to respond to any issues within the time frames specified in this Agreement. Licensee shall handle or otherwise make arrangements to address any necessary problems or complaints that require a physical presence. SECTION 10. Mapping Requirement 10.1 Licensee shall maintain Record Drawings of its Facilities located within the McLellan Reservoir Drain Line Right-of-Way and furnish a copy electronically in an electronic-compatible mapping format (in a mapping format compatible with the current City electronic mapping format as specified by the City). Upon completion of new or relocation construction of underground Facilities in the McLellan Reservoir Drain Line Right-of-Way, Licensee shall create and maintain up-to-date maps of all Facilities located in the McLellan Reservoir Drain Line Right-of-Way and verifiable horizontal and vertical location information and will make this information available to the City upon the installation of any new Facilities. Licensee will also provide surface-location marking of any of Licensee’s Facilities that are located underground within the McLellan Reservoir Drain Line Right-of-Way within ten (10) business days of installation. 10.2 In the event Licensee fails to supply records in the City specified format and there is a cost to the City in converting Licensee-provided files, Licensee will be responsible for the conversion costs and will pay such reasonable costs within thirty (30) days of the City invoicing the amount due. SECTION 11. Relocation 11.1 Licensee shall relocate at no expense to the City any Facilities or other encroachment installed or maintained in, on or under the McLellan Reservoir Drain Line Right-of-Way by Licensee or Sublicensee, as may be reasonably necessary to facilitate improvements to the McLellan Reservoir Drain Line within the Use Area. 11.2 Licensee agrees to notify the City and seek necessary approvals prior to removing, abandoning, relocating, or reconstructing any portion of its Facilities within the McLellan Reservoir Drain Line Right-of-Way. Notwithstanding the foregoing, City understands and acknowledges there may be instances when Licensee is required to make repairs that are of an Page 290 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 10 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 emergency nature or in connection with an unscheduled disruption of the Facilities. Licensee will maintain any necessary approvals required by the City for such maintenance and emergency repairs. Licensee will notify City before the repairs and will apply for and obtain the necessary approvals in a reasonable time after notification. 11.3 If the City, after providing at least thirty (30) days prior written notice to Licensee, needs to perform any part of the necessary relocation or removal work that has not been done within the time required by the City, Licensee shall reimburse the City for reasonable costs within thirty (30) days of City invoicing. SECTION 12. Damage to Public Property 12.1 Whenever the installation, use, maintenance, removal, or relocation of any of Licensee’s Facilities is required or permitted by Licensee under this Agreement, and such installation, removal, or relocation by Licensee damages or disturbs the surface or subsurface of the McLellan Reservoir Drain Line Right-of-Way or public property or the public improvement located thereon, therein, or thereunder, however such damage or disturbance was caused, Licensee, at its sole cost and expense, shall promptly restore the surface or subsurface of the McLellan Reservoir Drain Line Right-of-Way or public property and/or repair or replace the surface, subsurface and/or public improvement therein, or thereunder, to as good a condition as before in accordance with applicable laws, normal wear and tear excepted. If Licensee does not repair the damage or disturbance as just described, then City shall have the option, upon fifteen (15) days prior written notice to Licensee, to perform or cause to be performed such reasonable and necessary work on behalf of Licensee and to charge Licensee for the actual reasonable costs incurred by the City at City’s standard rates. 12.2 Notwithstanding the notice provision above, in the event of a Public Emergency, the City shall have the right to immediately perform, without prior written notice to Licensee, such reasonable and necessary work on behalf of Licensee to repair and return public property to a safe and satisfactory condition in accordance with applicable laws, normal wear and tear excepted, reasonably satisfactory to the City. The City shall provide written notice to Licensee of the repairs as soon as practicable after the work has begun. Licensee agrees that any severed or damaged portion of the McLellan Reservoir Drain Line must be completely repaired or replaced. If the City needs to perform any part of the necessary repairs, relocation and/or removal work, it shall be entitled to seek payment for such repairs, relocation and/or removal costs from Licensee. 12.3 Upon the receipt of a demand for payment by City, Licensee shall promptly reimburse City for such reasonable costs subject to annual appropriation and budgeting of funds for that purpose. SECTION 13. Public Emergency Disruption by City The City shall have the right, because of a Public Emergency, as it relates to the McLellan Reservoir Drain Line Right-of-Way, to alter, relocate, sever, disrupt, remove, tear out, dig up, or otherwise damage and/or destroy Facilities of Licensee without any prior notice to Licensee, if the action is deemed necessary by either the City Manager, Police Chief, City Engineer, or Director of Utilities or designee. In such event, neither the City nor any agent, contractor or employee of Page 291 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 11 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 City shall be liable to Licensee, its Contractors or its customers or their parties for any harm so caused to them or the Facilities. When practical and if possible, City will consult with Licensee in advance to assess the necessity of such actions and to minimize to the extent practical under the circumstances damage to and disruption of operation of the Facilities. City shall inform Licensee of any actions taken. Licensee shall be responsible for repair at its sole expense of any of its Facilities damaged pursuant to any such action taken by City. SECTION 14. Public Safety 14.1 If any of Licensee’s Facilities or activities present any immediate hazard or impediment to the public, to the City, to other improvements or activities within or outside of the McLellan Reservoir Drain Line Right-of-Way, or to City’s ability to safely and conveniently operate the McLellan Reservoir Drain Line Right-of-Way or perform City’s utility, public safety and/or other public health, safety, and welfare functions, then Licensee shall immediately comply with City’s request to secure the area, and otherwise cooperate with City at no expense to City to remove any such hazard or impediment. 14.2 In the event that the Licensee is unable to remedy the hazard, then the City may make necessary repairs to eliminate any safety hazards, at Licensee’s sole expense. SECTION 15. City’s Reserved Rights Any applicable zoning processes, building permit processes, right-of-way management policies, and similar regulatory requirements that apply to Licensee’s Facilities and/or related Facilities are completely separate from the plans approval processes under this Agreement. Licensee’s satisfaction of any regulatory requirement does not substitute for compliance with any requirement of this Agreement or constitute approval of any plans for the purposes of this Agreement. SECTION 16. Non-use/Abandonment of the Facilities 16.1 An “Abandoned Facility” means a Facility no longer in service or physically disconnected. If Licensee ceases to provide services or abandons use of any of its Facilities for more than two (2) years, the Facility shall be deemed an Abandoned Facility and Licensee shall notify the City. The City may require Licensee, to the reasonable satisfaction of the City and without cost or expense to the City, at Licensee’s election to either remove the Facilities or to fill the Facilities with sand or other comparable material and to restore the public property and McLellan Reservoir Drain Line Right-of-Way to a reasonable condition under the supervision of the City within a reasonable period of time after abandonment. 16.2 Title to any and all personal property installed by Licensee upon the McLellan Reservoir Drain Line Right-of-Way that is not timely removed shall automatically vest in City, at City’s sole option. 16.3 Upon abandonment of any right or privilege herein granted, the right of Licensee to that extent shall terminate. Page 292 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 12 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 SECTION 17. Contractors 17.1 The specific independent Contractors identified and used by Licensee for the construction activities to expand and extend Licensee’s Facilities and Use Area shall be provided to and approved by the City prior to issuance of any Site License, such approval shall not be unreasonably withheld, delayed, conditioned, or denied. Any Contractors performing construction work within the McLellan Reservoir Drain Line Right-of-Way or public easements shall comply with licensing requirements applicable to Colorado contractors. 17.2 Each Contractor shall have the same obligations with respect to its work as Licensee would have if Licensee performed the work. With respect to any Licensee Contractor performing work within the McLellan Reservoir Drain Line Right-of-Way, Licensee shall: (i) be responsible for ensuring that the work is performed consistent with this Agreement and other applicable law, (ii) that any defective work is promptly corrected, and (iii) shall implement a quality control program designed to ensure that the work contemplated by this Agreement is performed in accordance with this Agreement. 17.3 Licensee shall furnish separate insurance certificates and endorsements for each independent Contractor and its Sublicensee. All coverages for independent Contractors and Sublicensee shall be subject to substantially similar requirements stated herein for Licensee. 17.4 Compliance with the Immigration Reform and Control Act of 1986. To the extent required by law, Licensee certifies that Licensee has complied with the United States Immigration Reform and Control Act of 1986. All persons employed by Licensee to perform this contract have completed and signed Form I-9 verifying their identities and authorization for employment. SECTION 18. Limitation of Liability 18.1 Licensee expressly acknowledges that Licensee’s Facilities are exposed to many risks beyond the reasonable control of City, including acts of God or the public enemy, such as but not limited to, wind, rain, sleet, ice, floods, fire, riots, sabotage, expropriation, or confiscation of facilities. Except as expressly provided in this Agreement, Licensee shall assume all risk of loss to Facilities that may arise in connection with these hazards, except to the extent attributable to any negligent or wrongful act of the City. 18.2 CITY HEREBY DISCLAIMS ANY REPRESENTATIONS AND/OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRESENT OR FUTURE SUITABILITY OF MCLELLAN RESERVOIR DRAIN LINE RIGHT OF WAY AND/OR THE FACILITIES(S) FOR LICENSEE’S INTENDED PURPOSE. 18.3 Licensee acknowledges and agrees that Licensee bears all risk of loss or damage to the Facilities installed in the McLellan Reservoir Drain Line Right-of-Way pursuant to this Agreement from any cause, except for the cost of repairs to damaged Facilities to the extent caused by the negligence or willful misconduct of the City and not covered by the Licensee’s insurance. IN NO EVENT, HOWEVER, SHALL CITY BE LIABLE TO LICENSEE FOR INCIDENTAL, Page 293 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 13 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES RESULTING FROM ANY LOSS OR DAMAGE TO LICENSEE’S FACILITIES, REGARDLESS OF WHETHER THE CITY WAS ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE LEGAL THEORY OR BASIS FOR SUCH CLAIM. 18.4 The City and its officers, agents, elected or appointed officials, employees, departments, boards, and commissions shall not be liable to Licensee or to its affiliates or customers for any interference with or disruption in the operations of Licensee’s Facilities or the provision of services, or for any damages arising out of or materially related to Licensee’s use of the McLellan Reservoir Drain Line Right-of-Way, except to the extent of intentional misconduct or gross negligence on the part of the City, its officers, agents, elected or appointed officials, employees, departments, boards and commissions. 18.5 Licensee also agrees that it shall have no recourse whatsoever against the City or its officials, boards, commissions, agents or employees for any loss, costs, expense, or damages arising out of or materially related to any provision or requirement of the City because of the enforcement of this Agreement. SECTION 19. Term and Renewal 19.1 This Agreement shall be effective as of the date of approval of the Agreement by the City (the “Effective Date”) and unless sooner terminated in accordance with other provisions of this Agreement, shall continue in effect for a period of 50 years. 19.2 The term of this Agreement shall automatically be extended for two (2) additional 15-year renewal terms, unless Licensee gives written notice of its intent to terminate the Agreement no later than six (6) months prior to the end of the Initial Term or Renewal Term (as applicable). The word “Term” will refer to both the Initial Term and any Renewal Term(s). 19.3 Licensee may terminate any Site License at any time during any Site License Term upon ninety (90) days prior written notice. However, Licensee does not have the right to terminate any time after an event of default by Licensee has occurred (or an event has occurred that would become a default after passage of time or giving of notice). Termination of any Site License shall not affect Licensee’s liabilities and obligations incurred under such Site License prior to the effective date of such termination. 19.4 Licensee’s financial obligation under this Agreement are expressly subject to the annual appropriation and budgeting of funds therefore, as required by Colorado Law. SECTION 20. Termination by Licensee 20.1 Licensee may terminate this Agreement prior to its date of expiration by providing the City with ninety (90) days written notice and only upon making arrangements satisfactory with the City to remove all Licensee’s Facilities from the McLellan Reservoir Drain Line Right-of-Way, unless the City agrees in writing to allow Licensee to abandon part or all of its Facilities in place, which Page 294 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 14 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 approval the City agrees will not be unreasonably withheld, conditioned or delayed. If the City agrees to allow Licensee to abandon its Facilities in place the ownership of such Facilities, including everything permitted by City to be abandoned in place, shall, at the City’s option, transfer to City and Licensee shall cooperate to execute any documents necessary to accomplish such transfer within thirty (30) days of such allowance of abandonment. 20.2 Unless the City has consented to allow Licensee to abandon part or all of its Facilities in place, upon termination of this Agreement, Licensee shall remove all of its Facilities within a reasonable period of time or to fill the Facilities with sand or other comparable material. SECTION 21. Conflicts Between Applicable Law and Contracting Documents In the event of any conflict between the Site License and this Agreement, and any Exhibits to this Agreement including any Site License, the controlling authority shall be first this Agreement; and second, any Exhibit to this Agreement/Site License. SECTION 22. Termination by City 22.1 City may, in addition to seeking any other remedy available to it, terminate this Agreement to occupy space in the McLellan Reservoir Drain Line Right-of-Way if Licensee neglects or refuses to comply with any of the provisions of this Agreement beyond all applicable cure periods and fails within thirty (30) days after written notice from City to correct such neglect, refusal, or default provided Licensee shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and Licensee commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. In the event any default is limited solely to one or more Site Licenses, but not the Agreement as a whole, the City’s termination right shall be limited to those Site Licenses under which Licensee is in default beyond any applicable cure period. 22.2 Licensee’s failure to pay any amounts owed to the City after notice of such deficiency and the opportunity to cure as provided by this Agreement shall be cause for the City to terminate the applicable Site License. 22.3 This Agreement shall terminate, without notice, (i) upon the institution by or against either Party of insolvency, receivership, or bankruptcy proceeding or any other proceedings for the settlement of either Party’s debts, (ii) upon either Party making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution or ceasing to do business. SECTION 23. Licensee’s Records 23.1 During the entire term of this Agreement, Licensee shall keep records and provide information to the City upon request relating to the status of the construction, repair, location, or relocation of Licensee’s Facilities. 23.2 If necessary for the City to determine Licensee’s compliance with the terms of this Agreement or other applicable law, within ten (10) days of written notice by City of a request for disclosure, Page 295 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 15 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 Licensee shall provide relevant documentation as requested by City, respond to questions, and produce relevant books and records for the City’s inspection and copying. Such records shall be available to City at Licensee’s most proximate place of business within Colorado. Licensee shall also require its employees, agents, and accountants to give their full cooperation and assistance in connection with City’s access to such records. SECTION 24. Penalties for Violation of Terms 24.1 The City may pursue any remedy at law, including but not limited to injunctive relief, civil trespass, and withholding other City authorizations until Licensee complies with the terms of the Agreement or the applicable law. 24.2 Such remedies are cumulative and may be pursued in the alternative. SECTION 25. NOTICE 25.1 All notices, which shall or may be given pursuant to this Agreement and shall be effective on receipt, shall be in writing and transmitted through both email and US Mail, postage prepaid as follows: CITY OF ENGLEWOOD: City of Englewood – Utilities Department Email: utilities@englewoodco.gov 1000 Englewood Parkway Englewood, Colorado 80110-2373 With copies to: Englewood City Attorney’s Office cao@englewoodco.gov 1000 Englewood Parkway Englewood, Colorado 80110-2373 LICENSEE: Southwest Metropolitan Water and Sanitation District Cynthia Lane, Manager calane@plattecanyon.org 8739 W. Coal Mine Avenue Littleton, CO 80123 After-hours emergency phone: 720.726.5046 With copies to: Timothy J. Flynn tflynn@cogovlaw.com Collins Cole Flynn Winn & Ulmer, PLLC 165 S. Union Blvd., Suite 785 Lakewood, CO 80228 Page 296 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 16 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 25.2 Either party may from time to time designate any other address for this purpose by written notice to the other party in the manner set forth above. 25.3 Licensee shall notify the City within ten (10) business days of any change in mailing address. SECTION 26. Governing Law 26.1 It is mutually understood and agreed that this Agreement shall be governed by the laws of the State of Colorado, both as to interpretation and performance. Any action at law, suit in equity, or judicial proceeding for the enforcement of this Agreement or any provision thereof shall be instituted only in the courts located within Arapahoe County, Colorado, or within any federal district court within the State of Colorado. 26.2 Provisions Required By Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this contract shall be deemed to be inserted herein and this Agreement shall be read and enforced as though it were included therein. SECTION 27. Partial Invalidity If any section, paragraph, subdivision, clause, phrase, or provision of this Agreement shall be adjudged invalid or unenforceable, or is preempted by federal or state laws or regulations, the same shall not affect the validity of this Agreement as a whole or any part of the provisions of this Agreement other than the part adjudged to be invalid, unenforceable, or preempted. SECTION 28. Non-Waiver Licensee shall not be excused from complying with any of the terms and conditions of this Agreement by any failure of the City upon any one or more occasions to insist upon or to seek compliance with any such terms or conditions. SECTION 29. Force Majeure With respect to any provision of this Agreement, the violation or non-compliance of which could result in the imposition of a financial penalty, forfeiture or other sanction upon Licensee, such violation or non- compliance shall be excused where such violation or non-compliance is the result of acts of God, war, civil disturbance, strike or other labor unrest, or other events, the occurrence of which was not reasonably foreseeable by Licensee and is beyond its reasonable control. SECTION 30. Dispute Resolution 30.1 If any dispute or claim arises out of the interpretation, performance or breach of this Agreement, the Parties agree that upon the written demand of either Party, they will meet within two (2) weeks of such demand to attempt in good faith to resolve the dispute. The meeting will be attended by representatives of both Parties having the authority to resolve the dispute. Page 297 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 17 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 30.2 Notwithstanding the provisions of Englewood Municipal Code Section 4-1-3-4(D)(8), if the dispute is not resolved within a reasonable time, the disputing Parties are free to use other remedies upon mutual written consent, such as mediation or nonbinding arbitration. Absent mutual agreement, the Parties may pursue litigation to resolve the dispute. SECTION 31. Amendments, Modifications or Supplements This Agreement may not be amended, modified, or supplemented except by an authorized representative of each party in a written agreement signed by both Parties. The City Manager or designee shall be considered an authorized representative for the City. SECTION 32. Exhibits All Exhibits referred to in this Agreement and any addenda, attachments, and schedules which may, from time to time, be referred to in any duly executed amendment to this Agreement are by such reference incorporated in this Agreement and shall be deemed a part of this Agreement. SECTION 33. Survival Upon termination of this Agreement, no new Agreement or license will be issued and permission for the Facilities to be in the McLellan Reservoir Drain Line Right-of-Way will terminate at the end of individual Site License Term as applicable. However, all other terms and conditions of this Agreement shall survive and govern with respect to any remaining terms in effect until their expiration or termination, including any Section of this Agreement that must survive termination to fulfill its essential purpose. Notwithstanding anything herein, after the expiration of this Agreement, its terms and conditions shall survive and govern with respect to any remaining in effect until their expiration or termination. SECTION 34. Incorporation by Reference This Agreement is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference and shall supersede any apparently conflicting provision otherwise contained in this Agreement. APPROVED BY THE PARTIES ON THE DATE BELOW WRITTEN: CITY OF ENGLEWOOD, COLORADO Page 298 of 972 Page 299 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 19 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 EXHIBIT 1: SITE LICENSE FOR MCLELLAN RESERVOIR DRAIN LINE CROSSING AGREEMENT This Site-Specific License (“Site License”), issued this _______ day of _____________________, 20__ (“Effective Date”) between the City of Englewood, with an address of 1000 Englewood Parkway, Englewood, Colorado 80110, hereinafter referred to as “City” and Southwest Metropolitan Water and Sanitation District, hereinafter referred to as “Licensee”. 1. Site License. This is a Site License as referenced in the McLellan Reservoir Drain Line Crossing Agreement for the use of the City’s McLellan Reservoir Drain Line Right-of-Way in connection with Licensee’s Facilities, between the City and Licensee dated ___________ ____, 20_____, and recorded in Clerk and Recorder of ________________ County, Reception No. _______________(the “Agreement”). All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement. In the event of a contradiction, modification or inconsistency between the terms of the Agreement, and this Site License, the terms of the Agreement shall govern. Capitalized terms used in this Site License shall have the same meaning as set forth in the Agreement unless otherwise indicated herein. 2. Project Description and Locations. Licensee shall have the right to Operate its Facilities at the designated areas in the McLellan Reservoir Drain Line Right-of-Way as further described in Exhibit 1-A attached hereto, which provides the Site Plan for this Site-Specific License, and a description of the Use Area and Equipment/Facilities (the “Use Area and Description of Facilities”). 3. Term/Termination. The term of this Site License shall be fifty (50) years from the date of execution of the McLellan Reservoir Drain Line Crossing Agreement, and as that term may be renewed in accordance with the McLellan Reservoir Drain Line Crossing Agreement. 4. Fees. No fee shall be required for this Site-Specific License. 5. Commencement Date. The Commencement Date for Licensee’s installation of the Facilities shall be the date upon which this Site License is issued by the City (“Site License Commencement Date”). 6. Approvals. If not already done, it is understood and agreed that Licensee’s ability to use the Use Area is contingent upon its obtaining all of the certificates, permits and other approvals (collectively “Government Approvals”) that may be required by any Federal, State, or Local authorities. In the event that (i) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to Licensee is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; (iii) Licensee determines that Page 300 of 972 Page 301 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 21 of 21 (303)762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 EXHIBIT 1-A Site Plan for Site-Specific License Providing Use Area, Equipment, and Description of Facilities Installation, operation, and maintenance of an 8-inch water line that crosses under the existing McLellan Reservoir Drain Line. Top of trench is approximately 18" under the bottom of the McLellan Reservoir Drain Line. The extent of the Use Area shall be within the 25-ft easement surrounding the centerline of McLellan Reservoir Drain Line. For additional detail regarding location and crossing see Exhibit 1-B. Page 302 of 972 Page 303 of 972 Page 304 of 972 Page 305 of 972 MCLELLAN RESERVOIR DRAIN LINE CROSSING AGREEMENT (Santa Fe Park Development, Crossing # 11 – Waterline) This McLellan Reservoir Drain Line Crossing Agreement (“Agreement”) is effective as of the day of __________________, 2024 and is between the City of Englewood, a Colorado municipal corporation (“City”) and the Southwest Metropolitan Water and Sanitation District, a quasi- municipal corporation and political subdivision of the State of Colorado (“Licensee”). RECITALS A. The City owns and operates a water storage reservoir known as McLellan Reservoir that provides a water supply to Englewood and other water users (“McLellan Reservoir”); and B. The City owns a right-of-way for the drain line that serves McLellan Reservoir (“McLellan Reservoir Drain Line Right-of-Way”) that crosses property owned by Toll Southwest, LLC located in the City of Littleton that is shown on the on the Relinquishment and Grant of Easements, recorded September 15, 2023, at Reception No. E3063829; and C. The City is authorized to manage and use the McLellan Reservoir Drain Line Right-of- Way and to the extent permitted by law regulate the installation of devices and structures within the McLellan Reservoir Drain Line Right-of-Way pursuant to its authority as the owner of the right-of-way and owner and operator of McLelland Reservoir, and its other governmental powers and authority; and D. Toll Southwest, LLC desires to install or had installed a 16-inch diameter water main and related appurtenances (“Facilities”) within a portion of the McLellan Reservoir Drain Line Right-of-Way at the locations described and depicted on Exhibit 1 as attached hereto, pursuant to a separate Temporary Construction Easement with Toll Southwest LLC dated _________, 2024. Once the Facilities are conditionally accepted by Licensee, and subject to Licensee’s customary acceptance procedures, the Facilities will be transferred or otherwise conveyed to Licensee; and E. Once Licensee has finally accepted the Facilities, Licensee will own, operate, maintain, repair and replace (“Operate”) the Facilities; and F. Licensee desires to occupy and use the McLellan Reservoir Drain Line Right-of-Way for the purposes described above; and G. Licensee desires to obtain a license from the City to cross and occupy the McLellan Reservoir Drain Line Right-of-Way for the purposes described above; and H. Licensee will Operate the Facilities in a manner that is consistent with and does not unreasonably interfere with the McLellan Reservoir or the McLellan Reservoir Drain Line Right-of-Way or any related lateral or the subjacent support therefore; and Page 306 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 2 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 I. The City is willing to grant Licensee a license to use and occupy a portion of the McLellan Reservoir Drain Line Right-of-Way for the operation, maintenance, repair, and replacement (“Operation”) of the Facilities subject to the terms and conditions described herein and other applicable law; and J. The City, without warranting its title or interest whatsoever, hereby authorizes Licensee to Operate the Facilities within those portions of the McLellan Reservoir Drain Line Right- of-Way identified on Exhibit 1, pursuant to this Agreement and applicable law. NOW, THEREFORE AND IN CONSIDERATION of mutual covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: SECTION 1. Definitions Affiliate means any person or entity controlling, controlled by, or under the common control with Licensee. Claim(s) means and includes allegations, assessments, taxes, impositions, proceedings, liabilities, obligations, losses, claims of personal injury, bodily injury, sickness, disease, death, property damage, destruction, loss of use, financial harm, or other impairment, penalties, fines, damages, suits, actions, payments, judgments, demands, expenses and costs, including, but not limited to, attorney’s fees incurred through all appeals. Facilities means anything installed by Toll Southwest, LLC or Licensee in the McLellan Reservoir Drain Line Right-of-Way under this Agreement or the related Water Main Extension Agreement between Toll Southwest, LLC and Licensee. The term “Facilities” includes but is not limited to the 16-inch diameter water main and related appurtenances and any existing or new related infrastructure installed, operated, repaired or maintained by Toll Southwest, LLC or Licensee within the McLellan Reservoir Drain Line Right-of-Way. Hazardous Substance means any substance, chemical or waste that is identified as hazardous or toxic in any applicable federal, state or local law or regulation, including but not limited to petroleum products and asbestos. Parties collectively means the City of Englewood and Licensee. Public Emergency means any condition which, in the opinion of City officials, poses an immediate threat to the lives or property of the citizens of Englewood or others caused by any natural or man-made disaster, including but not limited to, storms, floods, fire, accidents, explosions, major water main breaks, hazardous material spills, etc. Site License means, as applicable, any site-specific license issued to Licensee pursuant to the terms of this Agreement, attached as Exhibit A hereto. Page 307 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 3 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 Sublicensee means Toll Southwest, LLC. Use Area means the portions of the McLellan Reservoir Drain Line Right-of-Way designated on a Site Plan or other plan (as defined in the applicable exhibit) that Licensee, it’s contractors, invitees, or sublicensee, is allowed to use and/or occupy under a Site License and pursuant to this Agreement. SECTION 2. Permission to Use McLellan Reservoir Drain Line Right-of-Way 2.1 The City shall have the right to maintain, install, repair, remove or relocate the McLellan Reservoir Drain Line Right-of-Way or any other of its facilities or installations within the McLellan Reservoir Drain Line Right-of-Way, at any time and in such manner as the City deems necessary. The City reserves the exclusive right to control all its installations and construction within the McLellan Reservoir Drain Line Right-of-Way. Except as specifically authorized in writing, Licensee shall not interfere with, obstruct, modify, or otherwise in any way adversely impact the City’s use of the McLellan Reservoir Drain Line Right-of-Way. In the event Licensee’s Facilities should interfere with any future use of the McLellan Reservoir Drain Line Right-of-Way by the City, the Licensee shall upon request, and at its sole expense, relocate, rearrange, or remove its Facilities so as not to interfere with any such City use. In granting this authorization, the City reserves, to the extent permitted by law, the right to make full use of the McLellan Reservoir Drain Line Right-of-Way as may be necessary or convenient in the operation of McLellan Reservoir and the City’s water system. 2.2 Subject to the provisions of this Agreement and applicable law, City hereby grants to Licensee, its employees, agents, Contractor(s) and Sublicensee permission to use designated portions of the McLellan Reservoir Drain Line Right-of-Way subject to and conditioned upon Licensee’s full, timely, complete and faithful performance of all obligations to be performed or required hereunder by Licensee, and Licensee hereby accepts the terms and conditions of this Agreement. It is the responsibility of Licensee to determine if the Use Area is within the McLellan Reservoir Drain Line Right-of-Way, through a title report or other means. If the Use Area does not lie within the McLellan Reservoir Drain Line Right-of-Way, it is Licensee’s sole responsibility to secure the necessary rights for its Facilities. 2.3 By way of explanation, Sublicensee can use the Use Area for the installation and/or maintenance of the Facilities during Sublicensee’s warranty period, and thereafter, Licensee can use the Use Area for the Operation of Licensee’s Facilities as described in a Site License substantially in the form of Exhibit 1 and shall conduct no other activity at or from those designated portions of the McLellan Reservoir Drain Line Right-of-Way beyond the authority granted by this Agreement and a Site License issued hereunder. 2.4 All other uses of the McLellan Reservoir Drain Line Right-of-Way under this Agreement are prohibited. Should Licensee seek to use the McLellan Reservoir Drain Line Right-of-Way for other purposes, it must enter into a separate agreement with the City to do so. Page 308 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 4 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 2.5 The authority to install and Operate the Facilities in the McLellan Reservoir Drain Line Right- of-Way granted herein authorizes Licensee to: (i) authorize its Sublicensee to install and/or maintain during Sublicensee’s warranty period, the Facilities, and (ii) further authorizes Licensee to thereafter Operate the Facilities, but does not authorize the installation or operation of any other facilities that are not expressly provided for in this Agreement and that are materially different therefrom. 2.6 Licensee shall comply with all applicable laws as amended from time to time, including but not limited to, Colorado and federal law in the exercise and performance of its rights and obligations under this Agreement. 2.7 This Agreement authorizes Licensee’s Sublicensee to construct and/or maintain the Facilities during Sublicensee’s warranty period and thereafter authorizes Licensee to Operate the Facilities within the McLellan Reservoir Drain Line Right-of-Way. This Agreement does not authorize a customer of Licensee to operate, manage or maintain Licensee’s Facilities in the McLellan Reservoir Drain Line Right-of-Way. 2.8 Licensee shall not be required to obtain City Permits or pay any fees for the work described herein that may otherwise be applicable. 2.9 Licensee shall not trim or cut down any trees, shrubs, or brush on the McLellan Reservoir Drain Line Right-of-Way without permission of the City, which shall not be unreasonably withheld, conditioned, or delayed. When required by City, Licensee, at its expense, shall trim or cut down trees, shrubs or brush and remove and dispose of cutting debris to the reasonable satisfaction of City with respect to any trees, shrubs, or brush on the McLellan Reservoir Drain Line Right-of-Way. SECTION 3. Non-Exclusive Rights/Priority Rights 3.1 The Site License is not exclusive and nothing herein contained shall be construed to prevent City from granting other like or similar permissions or privileges within the McLellan Reservoir Drain Line Right-of Way to any other person, firm or corporation; or deny to or lessen the powers and privileges granted to City under the City Charter, the Colorado Constitution and laws of the State of Colorado. 3.2 Any and all rights granted to Licensee under this Agreement, which shall be exercised at no cost or expense to City, shall be subject to the prior and continuing right of City to use the McLellan Reservoir Drain Line Right-of-Way exclusively or concurrently, with any other person or entity and shall be further subject to all deeds, easements, dedications, conditions, covenants, restrictions, encumbrances, and claims of title which may affect the McLellan Reservoir Drain Line Right-of- Way. 3.3 Any right or privilege claimed pursuant to this Agreement by Licensee for any use of any right- of-way shall be subordinate to: A) any prior lawful occupancy or use thereof by the City or any other governmental entity; B) any prior lawful occupancy or use thereof by any other person; C) and to any prior easements therein, provided however, that nothing herein shall extinguish or Page 309 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 5 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 otherwise interfere with property rights established independently of this Agreement. The rights and privileges granted in this Agreement shall be subject to prior agreements, licenses and/or grants, recorded or unrecorded, and it shall be the Licensee’s sole responsibility to determine the existence of said documents or conflicting uses or installations. 3.4 There is hereby reserved to the City every right and power required pursuant to this Agreement that is reserved. Licensee by its execution of this Agreement agrees to be bound thereby and to comply with any lawful action of the City in its exercise of such rights or power pursuant to the McLellan Reservoir Drain Line Right-of-Way. Neither the granting of any Agreement nor any provision hereof shall constitute a waiver or bar to the exercise of any lawful governmental right or power of City. 3.5 By executing this Agreement, the City does not waive any rights that it may have against any public utility or other property owner to require that such owners obtain prior approval from the City for such uses of the McLellan Reservoir Drain Line Right-of-Way, or that revenues received by any public utility or other property owner from Licensee, by virtue of Licensee’s use of the McLellan Reservoir Drain Line Right-of-Way be included in the computation of any use agreement fees owed by such parties to the City. 3.6 Nothing in this Agreement shall be construed to prevent the City from abandoning, altering, improving, repairing, or maintaining its facilities and/or the McLellan Reservoir Drain Line Right- of-Way, and for that purpose to require Licensee, at no expense to the City, to relocate Licensee’s Facilities in order to accommodate the activities of the City within a reasonable period of time after receiving notice to relocate. The City shall not be liable for lost revenues sustained by Licensee, however caused, because of damage, modification, alteration, or destruction of its Facilities in the McLellan Reservoir Drain Line Right-of-Way, when such costs or lost revenues result from the construction, operation, and/or maintenance of City facilities and/or the McLellan Reservoir Drain Line Right-of-Way, provided that the activities resulting in such costs or lost revenues are conducted in accordance with applicable laws and regulations and do not arise from the City’s negligent or wrongful acts. SECTION 4. Regulatory Conditions Relating to Right-of-Way Usage 4.1 For purposes of this Agreement, whenever work is done in the McLellan Reservoir Drain Line Right-of-Way relating to this Agreement, Licensee agrees that it will cause its agents, Contractor(s) and Sublicensee to agree to all of the terms and conditions set forth in this Agreement and that said Contractor(s), agents, and Sublicensee shall be responsible for their own negligent or wrongful acts, errors, omissions, and that the obligations of Sections 4 and 5 are imposed on both Licensee and any agent, Contractor or Sublicensee. 4.2 Licensee is responsible for ensuring that its Facilities are constructed, managed, installed, operated and/or maintained in accordance with applicable law. 4.3 Licensee’s use of the McLellan Reservoir Drain Line Right-of-Way and any other easements under the control of the City shall be according to plans attached to a Site License and approved Page 310 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 6 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 by the City as submitted, provided that such approval shall not be unreasonably withheld or delayed. 4.4 Licensee’s Facilities to be constructed, installed, operated, maintained, upgraded and removed hereunder shall be located so as to interfere as little as possible with the operation and maintenance of the McLellan Reservoir Drain Line or other prior authorized uses within the McLellan Reservoir Drain Line Right-of-Way and other easements. Any phases of construction and/or installation of the Facilities, as well as the location of said Facilities shall be subject to regulation by the City as allowed by law. 4.5 Licensee and its employees, agents, Contractor(s) and Sublicensee shall be subject to the City’s exercise of such regulatory and other powers within the McLellan Reservoir Drain Line Right-of- Way as it now has or may later obtain, and Licensee may not waive the application of the same. City shall have supervision over any Facilities located within or on the McLellan Reservoir Drain Line Right-of-Way. 4.6 Clean Up. Licensee and/or its Contractor(s) and Sublicensee, as soon as practical following the installation, in the case of Sublicensee, and the Operation, in the case of Licensee of the Facilities, remove all temporary construction materials and equipment, debris, and unused materials provided for in the work, and restore the surface of the McLellan Reservoir Drain Line Right-of-Way to the same condition that existed prior to such entry thereon by Licensee or its Contractor(s) or Sublicensee, to the extent reasonable, except as necessary to accommodate Licensee’s Facilities. 4.7 Graffiti Removal. Licensee shall at all times keep and maintain its Facilities free of all graffiti. City shall notify Licensee in writing if graffiti is on the Facilities. If Licensee fails to remove the graffiti within thirty (30) days after notice in writing is received, City shall have the right to remove any graffiti present. Licensee shall reimburse City for all reasonable costs directly attributable to such abatement within thirty (30) days of City’s presenting Licensee with a statement of such costs. 4.8 Safety. Licensee or Licensee’s Contractor(s), if the work is being done by Licensee’s Contractor(s), shall be solely and completely responsible for the conditions of any job site where the Facilities are being placed, including safety of all persons (including employees) and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. Safety provisions shall conform to all applicable federal (including OSHA), state, county, and local laws, ordinances, codes, and regulations. Where any of these are in conflict, the more stringent requirement shall be followed. Licensee’s failure to thoroughly familiarize itself with the aforementioned safety provisions shall not relieve Licensee from compliance with these provisions. 4.9 Damage. If Licensee, as a result of its negligence or wrongful acts, damages City or private property, Licensee shall promptly, at its own expense, and in a manner reasonably acceptable to the City, repair the damage. If Licensee fails to do so, the property owner may repair the damage at its own reasonable expense, and Licensee shall reimburse the property owner within thirty (30) days of invoicing. Page 311 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 7 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 SECTION 5. Plan Approval, Permits, and Inspection 5.1 No Facilities shall be installed, constructed, replaced, located on, or attached to any property within the McLellan Reservoir Drain Line Right-of-Way until Site License (attached as Exhibit A) from the City has been approved and executed. Additionally, Licensee, its Contractor(s) and Sublicensee shall comply with all applicable law governing the McLellan Reservoir Drain Line Right-of-Way. All rights hereunder are granted under the express condition that the City shall have the power at any time to impose lawful restrictions and limitations upon, and to make regulations as to Licensee’s use of the McLellan Reservoir Drain Line Right-of-Way as may be deemed best for the public interest, safety, or welfare to the same extent that such restrictions and limitations are applied to all non-governmental users of the McLellan Reservoir Drain Line Right-of-Way. 5.2 If not already approved by City, Licensee shall submit the applicable details, plans, and specifications for City review and approval prior to any and all construction work performed pursuant to the rights granted under this Agreement. Licensee, its Contractor(s) and Sublicensee shall abide by all stipulations of the Site License issued. If Licensee desires to change the location of any Facilities, including any related Facilities from that set forth in the Site License, Licensee shall apply for and obtain approval for an amendment to the Site License prior to installation or construction. 5.3 City will approve or deny such Site Licenses based on the availability of space at the location sought by Licensee, safety, and other considerations in accordance with applicable law. Licensee, its Contractor(s) and Sublicensee shall comply with the terms of any Site License. 5.4 Any new underground facilities placed in the McLellan Reservoir Drain Line Right-of-Way will be constructed using industry standard horizontal directional drilling and trenching construction methods. Licensee, its Contractor(s) and Sublicensee installations will be done using industry standard practices and in full compliance with any applicable Site License. 5.5 If Licensee desires to change the components of the Facilities that will impact the McLellan Reservoir Drain Line Right-of-Way, written approval of such change must be obtained from the City. 5.6 The City shall have the right to inspect all construction or installation work performed subject to the provisions of this Agreement and to make such tests as it shall find necessary to meet City standards to ensure compliance with the terms of this Agreement and other applicable law. 5.7 Licensee shall also provide and identify a representative, such as a project manager, who shall be the contact person for the City during any construction periods. The Licensee shall provide a contact number for emergencies that occur outside of regular business hours and shall provide this contact number to the City in advance of each construction activity/permitted installation. 5.8 Whenever Licensee, its Contractor(s) or Sublicensee shall cause any opening or alteration to be made for any purpose in any City public streets, or public places, the opening or alteration shall be completed and restored with due diligence within seven (7) business days. Licensee shall upon the completion of the opening or alteration, restore the property, improvements or landscaping Page 312 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 8 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 disturbed by Licensee or its Contractor(s) to a condition substantially comparable to the condition before the opening or alteration and the restoration shall be performed with due diligence within a reasonably prompt time. SECTION 6. Maintenance/Modifications 6.1 Except for warranty work or maintenance required to be performed by Sublicensee prior to final acceptance of the Facilities by Licensee, maintenance of all Facilities shall be performed by Licensee at Licensee’s sole cost and expense. Licensee or Sublicensee, as applicable, will be responsible for obtaining the appropriate approvals for work in the McLellan Reservoir Drain Line Right-of-Way in order to access the Facilities. 6.2 Licensee will Operate the Facilities in accordance with applicable law. 6.3 Damaged or deteriorated components must be corrected within forty-eight (48) hours of notification, if practical. If the components are taken out of service, Licensee must remove them as soon as practical or abandon the components in place if approved by the City, which approval shall not be unreasonably withheld, conditioned, or delayed. 6.4 Any upgrade and/or modification to the Facilities, other than a like for like replacement, will need specific approval from the City and require Licensee to submit the information required. Any approval required from the City must be obtained in writing from the City Manager or their designee which approval shall not be unreasonably withheld, conditioned, or delayed. SECTION 7. Traffic Control 7.1 Except for the initial installation of the Facilities that will be performed by Sublicensee, Licensee shall have the full responsibility and liability for any traffic control for work performed by Licensee or its Contractors. Sublicensee shall have responsibility for traffic control for the initial installation of the Facilities. SECTION 8. Hazardous Substances 8.1 Licensee agrees it will not produce or knowingly dispose, treat, use, generate, store any Hazardous Substances on, under, above or within the area of the McLellan Reservoir Drain Line Right-of-Way in violation of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. § 9601, et. seq.; the Resource Conservation and Recovery Act., 42 U.S.C. § 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; or any other federal, state, county, or local law or regulation. Licensee may not use the McLellan Reservoir Drain Line Right-of-Way in a manner that would require a permit or approval related to Hazardous Substances from any governmental agency other than the City. Licensee, to the extent permitted by law and subject to all of the protections, defenses, immunities and limitations afforded Licensee by the Colorado Governmental Immunity Act, will indemnify and hold City harmless against any loss or liability incurred by reason of any Hazardous Substance produced, knowingly disposed of, or used by Licensee pursuant to this Agreement, to the extent permitted by Colorado law, and must Page 313 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 9 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 immediately notify City of any Hazardous Substance discovered at any time that is unlawfully present upon the McLellan Reservoir Drain Line Right-of-Way. 8.2 Licensee understands the hazards presented to persons, property, and the environment by dealing with Hazardous Substances. Licensee acknowledges the possibility that the McLellan Reservoir Drain Line Right-of-Way may contain actual or presumed asbestos and other Hazardous Substances containing materials. SECTION 9. On-Call Assistance Licensee shall be available to employees of any City department twenty-four (24) hours a day, seven (7) days a week, regarding problems or complaints resulting from the Operation of its Facilities, at the phone number provided below. Licensee shall use reasonable efforts to respond to any issues within the time frames specified in this Agreement. Licensee shall handle or otherwise make arrangements to address any necessary problems or complaints that require a physical presence. SECTION 10. Mapping Requirement 10.1 Licensee shall maintain Record Drawings of its Facilities located within the McLellan Reservoir Drain Line Right-of-Way and furnish a copy electronically in an electronic-compatible mapping format (in a mapping format compatible with the current City electronic mapping format as specified by the City). Upon completion of new or relocation construction of underground Facilities in the McLellan Reservoir Drain Line Right-of-Way, Licensee shall create and maintain up-to-date maps of all Facilities located in the McLellan Reservoir Drain Line Right-of-Way and verifiable horizontal and vertical location information and will make this information available to the City upon the installation of any new Facilities. Licensee will also provide surface-location marking of any of Licensee’s Facilities that are located underground within the McLellan Reservoir Drain Line Right-of-Way within ten (10) business days of installation. 10.2 In the event Licensee fails to supply records in the City specified format and there is a cost to the City in converting Licensee-provided files, Licensee will be responsible for the conversion costs and will pay such reasonable costs within thirty (30) days of the City invoicing the amount due. SECTION 11. Relocation 11.1 Licensee shall relocate at no expense to the City any Facilities or other encroachment installed or maintained in, on or under the McLellan Reservoir Drain Line Right-of-Way by Licensee or Sublicensee, as may be necessary to facilitate necessary improvements to the McLellan Reservoir Drain Line within the Use Area. 11.2 Licensee agrees to notify the City and seek necessary approvals prior to removing, abandoning, relocating, or reconstructing any portion of its Facilities within the McLellan Reservoir Drain Line Right-of-Way. Notwithstanding the foregoing, City understands and acknowledges there may be instances when Licensee is required to make repairs that are of an Page 314 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 10 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 emergency nature or in connection with an unscheduled disruption of the Facilities. Licensee will maintain any necessary approvals required by the City for such maintenance and emergency repairs. Licensee will notify City before the repairs and will apply for and obtain the necessary approvals in a reasonable time after notification. 11.3 If the City, after providing at least thirty (30) days prior written notice to Licensee, needs to perform any part of the necessary relocation or removal work that has not been done within the time required by the City, Licensee shall reimburse the City for reasonable costs within thirty (30) days of City invoicing. SECTION 12. Damage to Public Property 12.1 Whenever the installation, use, maintenance, removal, or relocation of any of Licensee’s Facilities is required or permitted by Licensee under this Agreement, and such installation, removal, or relocation by Licensee damages or disturbs the surface or subsurface of the McLellan Reservoir Drain Line Right-of-Way or public property or the public improvement located thereon, therein, or thereunder, however such damage or disturbance was caused, Licensee, at its sole cost and expense, shall promptly restore the surface or subsurface of the McLellan Reservoir Drain Line Right-of-Way or public property and/or repair or replace the surface, subsurface and/or public improvement therein, or thereunder, to as good a condition as before in accordance with applicable laws, normal wear and tear excepted. If Licensee does not repair the damage or disturbance as just described, then City shall have the option, upon fifteen (15) days prior written notice to Licensee, to perform or cause to be performed such reasonable and necessary work on behalf of Licensee and to charge Licensee for the actual reasonable costs incurred by the City at City’s standard rates. 12.2 Notwithstanding the notice provision above, in the event of a Public Emergency, the City shall have the right to immediately perform, without prior written notice to Licensee, such reasonable and necessary work on behalf of Licensee to repair and return public property to a safe and satisfactory condition in accordance with applicable laws, normal wear and tear excepted, reasonably satisfactory to the City. The City shall provide written notice to Licensee of the repairs as soon as practicable after the work has begun. Licensee agrees that any severed or damaged portion of the McLellan Reservoir Drain Line must be completely repaired or replaced. If the City needs to perform any part of the necessary repairs, relocation and/or removal work, it shall be entitled to seek payment for such repairs, relocation and/or removal costs from Licensee. 12.3 Upon the receipt of a demand for payment by City, Licensee shall promptly reimburse City for such reasonable costs subject to annual appropriation and budgeting of funds for that purpose. SECTION 13. Public Emergency Disruption by City The City shall have the right, because of a Public Emergency, as it relates to the McLellan Reservoir Drain Line Right-of-Way, to alter, relocate, sever, disrupt, remove, tear out, dig up, or otherwise damage and/or destroy Facilities of Licensee without any prior notice to Licensee, if the action is deemed necessary by either the City Manager, Police Chief, City Engineer, or Director of Utilities or designee. In such event, neither the City nor any agent, contractor or employee of City shall be liable to Licensee, its Contractors or its customers or their parties for any harm so Page 315 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 11 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 caused to them or the Facilities. When practical and if possible, City will consult with Licensee in advance to assess the necessity of such actions and to minimize to the extent practical under the circumstances damage to and disruption of operation of the Facilities. City shall inform Licensee of any actions taken. Licensee shall be responsible for repair at its sole expense of any of its Facilities damaged pursuant to any such action taken by City. SECTION 14. Public Safety 14.1 If any of Licensee’s Facilities or activities present any immediate hazard or impediment to the public, to the City, to other improvements or activities within or outside of the McLellan Reservoir Drain Line Right-of-Way, or to City’s ability to safely and conveniently operate the McLellan Reservoir Drain Line Right-of-Way or perform City’s utility, public safety and/or other public health, safety, and welfare functions, then Licensee shall immediately comply with City’s request to secure the area, and otherwise cooperate with City at no expense to City to remove any such hazard or impediment. 14.2 In the event that the Licensee is unable to remedy the hazard, then the City may make necessary repairs to eliminate any safety hazards, at Licensee’s sole expense. SECTION 15. City’s Reserved Rights Any applicable zoning processes, building permit processes, right-of-way management policies, and similar regulatory requirements that apply to Licensee’s Facilities and/or related Facilities are completely separate from the plans approval processes under this Agreement. Licensee’s satisfaction of any regulatory requirement does not substitute for compliance with any requirement of this Agreement or constitute approval of any plans for the purposes of this Agreement. SECTION 16. Non-use/Abandonment of the Facilities 16.1 An “Abandoned Facility” means a Facility no longer in service or physically disconnected. If Licensee ceases to provide services or abandons use of any of its Facilities for more than two (2) years, the Facility shall be deemed an Abandoned Facility and Licensee shall notify the City. The City may require Licensee, to the reasonable satisfaction of the City and without cost or expense to the City, at Licensee’s election to either remove the Facilities or to fill the Facilities with sand or other comparable material and to restore the public property and McLellan Reservoir Drain Line Right-of-Way to a reasonable condition under the supervision of the City within a reasonable period of time after abandonment. 16.2 Title to any and all personal property installed by Licensee upon the McLellan Reservoir Drain Line Right-of-Way that is not timely removed shall automatically vest in City, at City’s sole option. 16.3 Upon abandonment of any right or privilege herein granted, the right of Licensee to that extent shall terminate. Page 316 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 12 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 SECTION 17. Contractors 17.1 The specific independent Contractors identified and used by Licensee for the construction activities to expand and extend Licensee’s Facilities and Use Area shall be provided to and approved by the City prior to issuance of any Site License, such approval shall not be unreasonably withheld, delayed, conditioned, or denied. Any Contractors performing construction work within the McLellan Reservoir Drain Line Right-of-Way or public easements shall comply with licensing requirements applicable to Colorado contractors. 17.2 Each Contractor shall have the same obligations with respect to its work as Licensee would have if Licensee performed the work. With respect to any Licensee Contractor performing work within the McLellan Reservoir Drain Line Right-of-Way, Licensee shall: (i) be responsible for ensuring that the work is performed consistent with this Agreement and other applicable law, (ii) that any defective work is promptly corrected, and (iii) shall implement a quality control program designed to ensure that the work contemplated by this Agreement is performed in accordance with this Agreement. 17.3 Licensee shall furnish separate insurance certificates and endorsements for each independent Contractor and its Sublicensee. All coverages for independent Contractors and Sublicensee shall be subject to substantially similar requirements stated herein for Licensee. 17.4 Compliance with the Immigration Reform and Control Act of 1986. To the extent required by law, Licensee certifies that Licensee has complied with the United States Immigration Reform and Control Act of 1986. All persons employed by Licensee to perform this contract have completed and signed Form I-9 verifying their identities and authorization for employment. SECTION 18. Limitation of Liability 18.1 Licensee expressly acknowledges that Licensee’s Facilities are exposed to many risks beyond the reasonable control of City, including acts of God or the public enemy, such as but not limited to, wind, rain, sleet, ice, floods, fire, riots, sabotage, expropriation, or confiscation of facilities. Except as expressly provided in this Agreement, Licensee shall assume all risk of loss to Facilities that may arise in connection with these hazards, except to the extent attributable to any negligent or wrongful act of the City. 18.2 CITY HEREBY DISCLAIMS ANY REPRESENTATIONS AND/OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRESENT OR FUTURE SUITABILITY OF MCLELLAN RESERVOIR DRAIN LINE RIGHT OF WAY AND/OR THE FACILITIES(S) FOR LICENSEE’S INTENDED PURPOSE. 18.3 Licensee acknowledges and agrees that Licensee bears all risk of loss or damage to the Facilities installed in the McLellan Reservoir Drain Line Right-of-Way pursuant to this Agreement from any cause, except for the cost of repairs to damaged Facilities to the extent caused by the negligence or willful misconduct of the City and not covered by the Licensee’s insurance. IN NO EVENT, HOWEVER, SHALL CITY BE LIABLE TO LICENSEE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES RESULTING FROM ANY Page 317 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 13 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 LOSS OR DAMAGE TO LICENSEE’S FACILITIES, REGARDLESS OF WHETHER THE CITY WAS ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE LEGAL THEORY OR BASIS FOR SUCH CLAIM. 18.4 The City and its officers, agents, elected or appointed officials, employees, departments, boards, and commissions shall not be liable to Licensee or to its affiliates or customers for any interference with or disruption in the operations of Licensee’s Facilities or the provision of services, or for any damages arising out of or materially related to Licensee’s use of the McLellan Reservoir Drain Line Right-of-Way, except to the extent of intentional misconduct or gross negligence on the part of the City, its officers, agents, elected or appointed officials, employees, departments, boards and commissions. 18.5 Licensee also agrees that it shall have no recourse whatsoever against the City or its officials, boards, commissions, agents or employees for any loss, costs, expense, or damages arising out of or materially related to any provision or requirement of the City because of the enforcement of this Agreement. SECTION 19. Term and Renewal 19.1 This Agreement shall be effective as of the date of approval of the Agreement by the City (the “Effective Date”) and unless sooner terminated in accordance with other provisions of this Agreement, shall continue in effect for a period of 50 years. 19.2 The term of this Agreement shall automatically be extended for two (2) additional 15-year renewal terms, unless Licensee gives written notice of its intent to terminate the Agreement no later than six (6) months prior to the end of the Initial Term or Renewal Term (as applicable). The word “Term” will refer to both the Initial Term and any Renewal Term(s). 19.3 Licensee may terminate any Site License at any time during any Site License Term upon ninety (90) days prior written notice. However, Licensee does not have the right to terminate any time after an event of default by Licensee has occurred (or an event has occurred that would become a default after passage of time or giving of notice). Termination of any Site License shall not affect Licensee’s liabilities and obligations incurred under such Site License prior to the effective date of such termination. 19.4 Licensee’s financial obligation under this Agreement are expressly subject to the annual appropriation and budgeting of funds therefore, as required by Colorado Law. SECTION 20. Termination by Licensee 20.1 Licensee may terminate this Agreement prior to its date of expiration by providing the City with ninety (90) days written notice and only upon making arrangements satisfactory with the City to remove all Licensee’s Facilities from the McLellan Reservoir Drain Line Right-of-Way, unless the City agrees in writing to allow Licensee to abandon part or all of its Facilities in place, which approval the City agrees will not be unreasonably withheld, conditioned or delayed. If the City Page 318 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 14 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 agrees to allow Licensee to abandon its Facilities in place the ownership of such Facilities, including everything permitted by City to be abandoned in place, shall, at the City’s option, transfer to City and Licensee shall cooperate to execute any documents necessary to accomplish such transfer within thirty (30) days of such allowance of abandonment. 20.2 Unless the City has consented to allow Licensee to abandon part or all of its Facilities in place, upon termination of this Agreement, Licensee shall remove all of its Facilities within a reasonable period of time or to fill the Facilities with sand or other comparable material. SECTION 21. Conflicts Between Applicable Law and Contracting Documents In the event of any conflict between the Site License and this Agreement, and any Exhibits to this Agreement including any Site License, the controlling authority shall be first this Agreement; and second, any Exhibit to this Agreement/Site License. SECTION 22. Termination by City 22.1 City may, in addition to seeking any other remedy available to it, terminate this Agreement to occupy space in the McLellan Reservoir Drain Line Right-of-Way if Licensee neglects or refuses to comply with any of the provisions of this Agreement beyond all applicable cure periods and fails within thirty (30) days after written notice from City to correct such neglect, refusal, or default provided Licensee shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and Licensee commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. In the event any default is limited solely to one or more Site Licenses, but not the Agreement as a whole, the City’s termination right shall be limited to those Site Licenses under which Licensee is in default beyond any applicable cure period. 22.2 Licensee’s failure to pay any amounts owed to the City after notice of such deficiency and the opportunity to cure as provided by this Agreement shall be cause for the City to terminate the applicable Site License. 22.3 This Agreement shall terminate, without notice, (i) upon the institution by or against either Party of insolvency, receivership, or bankruptcy proceeding or any other proceedings for the settlement of either Party’s debts, (ii) upon either Party making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution or ceasing to do business. SECTION 23. Licensee’s Records 23.1 During the entire term of this Agreement, Licensee shall keep records and provide information to the City upon request relating to the status of the construction, repair, location, or relocation of Licensee’s Facilities. 24.2 If necessary for the City to determine Licensee’s compliance with the terms of this Agreement or other applicable law, within ten (10) days of written notice by City of a request for disclosure, Licensee shall provide relevant documentation as requested by City, respond to questions, and Page 319 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 15 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 produce relevant books and records for the City’s inspection and copying. Such records shall be available to City at Licensee’s most proximate place of business within Colorado. Licensee shall also require its employees, agents, and accountants to give their full cooperation and assistance in connection with City’s access to such records. SECTION 24. Penalties for Violation of Terms 24.1 The City may pursue any remedy at law, including but not limited to injunctive relief, civil trespass, and withholding other City authorizations until Licensee complies with the terms of the Agreement or the applicable law. 24.2 Such remedies are cumulative and may be pursued in the alternative. SECTION 25. NOTICE 25.1 All notices, which shall or may be given pursuant to this Agreement and shall be effective on receipt, shall be in writing and transmitted through both email and US Mail, postage prepaid as follows: CITY OF ENGLEWOOD: City of Englewood – Utilities Department Email: utilities@englewoodco.gov 1000 Englewood Parkway Englewood, Colorado 80110-2373 With copies to: Englewood City Attorney’s Office cao@englewoodco.gov 1000 Englewood Parkway Englewood, Colorado 80110-2373 LICENSEE: Southwest Metropolitan Water and Sanitation District Cynthia Lane, Manager calane@plattecanyon.org 8739 W. Coal Mine Avenue Littleton, CO 80123 After-hours emergency phone: 720.726.5046 With copies to: Timothy J. Flynn tflynn@cogovlaw.com Collins Cole Flynn Winn & Ulmer, PLLC 165 S. Union Blvd., Suite 785 Lakewood, CO 80228 Page 320 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 16 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 25.2 Either party may from time to time designate any other address for this purpose by written notice to the other party in the manner set forth above. 25.3 Licensee shall notify the City within ten (10) business days of any change in mailing address. SECTION 26. Governing Law 26.1 It is mutually understood and agreed that this Agreement shall be governed by the laws of the State of Colorado, both as to interpretation and performance. Any action at law, suit in equity, or judicial proceeding for the enforcement of this Agreement or any provision thereof shall be instituted only in the courts located within Arapahoe County, Colorado, or within any federal district court within the State of Colorado. 26.2 Provisions Required By Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this contract shall be deemed to be inserted herein and this Agreement shall be read and enforced as though it were included therein. SECTION 27. Partial Invalidity If any section, paragraph, subdivision, clause, phrase, or provision of this Agreement shall be adjudged invalid or unenforceable, or is preempted by federal or state laws or regulations, the same shall not affect the validity of this Agreement as a whole or any part of the provisions of this Agreement other than the part adjudged to be invalid, unenforceable, or preempted. SECTION 28. Non-Waiver Licensee shall not be excused from complying with any of the terms and conditions of this Agreement by any failure of the City upon any one or more occasions to insist upon or to seek compliance with any such terms or conditions. SECTION 29. Force Majeure With respect to any provision of this Agreement, the violation or non-compliance of which could result in the imposition of a financial penalty, forfeiture or other sanction upon Licensee, such violation or non- compliance shall be excused where such violation or non-compliance is the result of acts of God, war, civil disturbance, strike or other labor unrest, or other events, the occurrence of which was not reasonably foreseeable by Licensee and is beyond its reasonable control. SECTION 30. Dispute Resolution 30.1 If any dispute or claim arises out of the interpretation, performance or breach of this Agreement, the Parties agree that upon the written demand of either Party, they will meet within two (2) weeks of such demand to attempt in good faith to resolve the dispute. The meeting will be attended by representatives of both Parties having the authority to resolve the dispute. Page 321 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 17 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 30.2 Notwithstanding the provisions of Englewood Municipal Code Section 4-1-3-4(D)(8), if the dispute is not resolved within a reasonable time, the disputing Parties are free to use other remedies upon mutual written consent, such as mediation or nonbinding arbitration. Absent mutual agreement, the Parties may pursue litigation to resolve the dispute. SECTION 31. Amendments, Modifications or Supplements This Agreement may not be amended, modified, or supplemented except by an authorized representative of each party in a written agreement signed by both Parties. The City Manager or designee shall be considered an authorized representative for the City. SECTION 32. Exhibits All Exhibits referred to in this Agreement and any addenda, attachments, and schedules which may, from time to time, be referred to in any duly executed amendment to this Agreement are by such reference incorporated in this Agreement and shall be deemed a part of this Agreement. SECTION 33. Survival Upon termination of this Agreement, no new Agreement or license will be issued and permission for the Facilities to be in the McLellan Reservoir Drain Line Right-of-Way will terminate at the end of individual Site License Term as applicable. However, all other terms and conditions of this Agreement shall survive and govern with respect to any remaining terms in effect until their expiration or termination, including any Section of this Agreement that must survive termination to fulfill its essential purpose. Notwithstanding anything herein, after the expiration of this Agreement, its terms and conditions shall survive and govern with respect to any remaining in effect until their expiration or termination. SECTION 34. Incorporation by Reference This Agreement is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference and shall supersede any apparently conflicting provision otherwise contained in this Agreement. APPROVED BY THE PARTIES ON THE DATE BELOW WRITTEN: Page 322 of 972 Page 323 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 19 of 21 (303) 762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 EXHIBIT 1: SITE LICENSE FOR MCLELLAN RESERVOIR DRAIN LINE CROSSING AGREEMENT This Site-Specific License (“Site License”), issued this _______ day of _____________________, 20__ (“Effective Date”) between the City of Englewood, with an address of 1000 Englewood Parkway, Englewood, Colorado 80110, hereinafter referred to as “City” and Southwest Metropolitan Water and Sanitation District with an address of _____________________, hereinafter referred to as “Licensee”. 1. Site License. This is a Site License as referenced in the McLellan Reservoir Drain Line Crossing Agreement for the use of the City’s McLellan Reservoir Drain Line Right-of-Way in connection with Licensee’s Facilities, between the City and Licensee dated ___________ ____, 20_____, and recorded in Clerk and Recorder of ________________ County, Reception No. _______________(the “Agreement”). All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement. In the event of a contradiction, modification or inconsistency between the terms of the Agreement, and this Site License, the terms of the Agreement shall govern. Capitalized terms used in this Site License shall have the same meaning as set forth in the Agreement unless otherwise indicated herein. 2. Project Description and Locations. Licensee shall have the right to Operate its Facilities at the designated areas in the McLellan Reservoir Drain Line Right-of-Way as further described in Exhibit 1-A attached hereto, which provides the Site Plan for this Site-Specific License, and a description of the Use Area and Equipment/Facilities (the “Use Area and Description of Facilities”). 3. Term/Termination. The term of this Site License shall be fifty (50) years from the date of execution of the McLellan Reservoir Drain Line Crossing Agreement, and as that term may be renewed in accordance with the McLellan Reservoir Drain Line Crossing Agreement. 4. Fees. No fee shall be required for this Site-Specific License. 5. Commencement Date. The Commencement Date for Licensee’s installation of the Facilities shall be the date upon which this Site License is issued by the City (“Site License Commencement Date”). 6. Approvals. If not already done, it is understood and agreed that Licensee’s ability to use the Use Area is contingent upon its obtaining all of the certificates, permits and other approvals (collectively “Government Approvals”) that may be required by any Federal, State, or Local authorities. In the event that (i) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to Licensee is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; (iii) Licensee determines that Page 324 of 972 Page 325 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 21 of 21 (303)762-2300 | www.englewoodco.gov 4894-4913-9922, v. 1 EXHIBIT 1-A Site Plan for Site-Specific License Providing Use Area, Equipment, and Description of Facilities Installation, operation, and maintenance of a 16-inch water line that crosses under the existing McLellan Reservoir Drain Line. Bottom of trench is approximately 18" above the top of the McLellan Reservoir Drain Line. The extent of the Use Area shall be within the 25-ft easement surrounding the centerline of McLellan Reservoir Drain Line. For additional detail regarding location and crossing see Exhibit 1-B. Page 326 of 972 Page 327 of 972 Page 328 of 972 Page 329 of 972 MCLELLAN RESERVOIR DRAIN LINE CROSSING AGREEMENT (Santa Fe Park Development, Crossing # 18 – Waterline) This McLellan Reservoir Drain Line Crossing Agreement (“Agreement”) is effective as of the day of __________________, 2024 and is between the City of Englewood, a Colorado municipal corporation (“City”) and the Southwest Metropolitan Water and Sanitation District, a quasi- municipal corporation and political subdivision of the State of Colorado (“Licensee”). RECITALS A. The City owns and operates a water storage reservoir known as McLellan Reservoir that provides a water supply to Englewood and other water users (“McLellan Reservoir”); and B. The City owns a right-of-way for the drain line that serves McLellan Reservoir (“McLellan Reservoir Drain Line Right-of-Way”) that crosses property owned by Toll Southwest, LLC located in the City of Littleton that is shown on the Relinquishment and Grant of Easements, recorded September 15, 2023, at Reception No. E3063829; and C. The City is authorized to manage and use the McLellan Reservoir Drain Line Right-of- Way and to the extent permitted by law regulate the installation of devices and structures within the McLellan Reservoir Drain Line Right-of-Way pursuant to its authority as the owner of the right-of-way and owner and operator of McLelland Reservoir, and its other governmental powers and authority; and D. Toll Southwest, LLC desires to install or had installed an 8-inch diameter water main and related appurtenances (“Facilities”) within a portion of the McLellan Reservoir Drain Line Right-of-Way at the locations described and depicted on Exhibit 1 as attached hereto, pursuant to a separate Temporary Construction Easement with Toll Southwest LLC dated _______, 2024. Once the Facilities are conditionally accepted by Licensee, and subject to Licensee’s customary acceptance procedures, the Facilities will be transferred or otherwise conveyed to Licensee; and E. Once Licensee has finally accepted the Facilities, Licensee will own, operate, maintain, repair and replace (“Operate”) the Facilities; and F. Licensee desires to occupy and use the McLellan Reservoir Drain Line Right-of-Way for the purposes described above; and G. Licensee desires to obtain a license from the City to cross and occupy the McLellan Reservoir Drain Line Right-of-Way for the purposes described above; and H. Licensee will Operate the Facilities in a manner that is consistent with and does not unreasonably interfere with the McLellan Reservoir or the McLellan Reservoir Drain Line Right-of-Way or any related lateral or the subjacent support therefore; and Page 330 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 2 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 I. The City is willing to grant Licensee a license to use and occupy a portion of the McLellan Reservoir Drain Line Right-of-Way for the operation, maintenance, repair, and replacement (“Operation”) of the Facilities subject to the terms and conditions described herein and other applicable law; and J. The City, without warranting its title or interest whatsoever, hereby authorizes Licensee to Operate the Facilities within those portions of the McLellan Reservoir Drain Line Right- of-Way identified on Exhibit 1, pursuant to this Agreement and applicable law. NOW, THEREFORE AND IN CONSIDERATION of mutual covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: SECTION 1. Definitions Affiliate means any person or entity controlling, controlled by, or under the common control with Licensee. Claim(s) means and includes allegations, assessments, taxes, impositions, proceedings, liabilities, obligations, losses, claims of personal injury, bodily injury, sickness, disease, death, property damage, destruction, loss of use, financial harm, or other impairment, penalties, fines, damages, suits, actions, payments, judgments, demands, expenses and costs, including, but not limited to, attorney’s fees incurred through all appeals. Facilities means anything installed by Toll Southwest, LLC or Licensee in the McLellan Reservoir Drain Line Right-of-Way under this Agreement or the related Water Main Extension Agreement between Toll Southwest, LLC and Licensee. The term “Facilities” includes but is not limited to the 8-inch diameter water main and related appurtenances and any existing or new related infrastructure installed, operated, repaired or maintained by Toll Southwest, LLC or Licensee within the McLellan Reservoir Drain Line Right-of-Way. Hazardous Substance means any substance, chemical or waste that is identified as hazardous or toxic in any applicable federal, state or local law or regulation, including but not limited to petroleum products and asbestos. Parties collectively means the City of Englewood and Licensee. Public Emergency means any condition which, in the opinion of City officials, poses an immediate threat to the lives or property of the citizens of Englewood or others caused by any natural or man-made disaster, including but not limited to, storms, floods, fire, accidents, explosions, major water main breaks, hazardous material spills, etc. Site License means, as applicable, any site-specific license issued to Licensee pursuant to the terms of this Agreement, attached as Exhibit A hereto. Page 331 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 3 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 Sublicensee means Toll Southwest, LLC. Use Area means the portions of the McLellan Reservoir Drain Line Right-of-Way designated on a Site Plan or other plan (as defined in the applicable exhibit) that Licensee, it’s contractors, invitees, or sublicensee, is allowed to use and/or occupy under a Site License and pursuant to this Agreement. SECTION 2. Permission to Use McLellan Reservoir Drain Line Right-of-Way 2.1 The City shall have the right to maintain, install, repair, remove or relocate the McLellan Reservoir Drain Line Right-of-Way or any other of its facilities or installations within the McLellan Reservoir Drain Line Right-of-Way, at any time and in such manner as the City deems necessary. The City reserves the exclusive right to control all its installations and construction within the McLellan Reservoir Drain Line Right-of-Way. Except as specifically authorized in writing, Licensee shall not interfere with, obstruct, modify, or otherwise in any way adversely impact the City’s use of the McLellan Reservoir Drain Line Right-of-Way. In the event Licensee’s Facilities should interfere with any future use of the McLellan Reservoir Drain Line Right-of-Way by the City, the Licensee shall upon request, and at its sole expense, relocate, rearrange, or remove its Facilities so as not to interfere with any such City use. In granting this authorization, the City reserves, to the extent permitted by law, the right to make full use of the McLellan Reservoir Drain Line Right-of-Way as may be necessary or convenient in the operation of McLellan Reservoir and the City’s water system. 2.2 Subject to the provisions of this Agreement and applicable law, City hereby grants to Licensee, its employees, agents, Contractor(s) and Sublicensee permission to use designated portions of the McLellan Reservoir Drain Line Right-of-Way subject to and conditioned upon Licensee’s full, timely, complete and faithful performance of all obligations to be performed or required hereunder by Licensee, and Licensee hereby accepts the terms and conditions of this Agreement. It is the responsibility of Licensee to determine if the Use Area is within the McLellan Reservoir Drain Line Right-of-Way, through a title report or other means. If the Use Area does not lie within the McLellan Reservoir Drain Line Right-of-Way, it is Licensee’s sole responsibility to secure the necessary rights for its Facilities. 2.3 By way of explanation, Sublicensee can use the Use Area for the installation and/or maintenance of the Facilities during Sublicensee’s warranty period, and thereafter, Licensee can use the Use Area for the Operation of Licensee’s Facilities as described in a Site License substantially in the form of Exhibit 1 and shall conduct no other activity at or from those designated portions of the McLellan Reservoir Drain Line Right-of-Way beyond the authority granted by this Agreement and a Site License issued hereunder. 2.4 All other uses of the McLellan Reservoir Drain Line Right-of-Way under this Agreement are prohibited. Should Licensee seek to use the McLellan Reservoir Drain Line Right-of-Way for other purposes, it must enter into a separate agreement with the City to do so. Page 332 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 4 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 2.5 The authority to install and Operate the Facilities in the McLellan Reservoir Drain Line Right- of-Way granted herein authorizes Licensee to: (i) authorize its Sublicensee to install and/or maintain during Sublicensee’s warranty period, the Facilities, and (ii) further authorizes Licensee to thereafter Operate the Facilities, but does not authorize the installation or Operation of any other facilities that are not expressly provided for in this Agreement and that are materially different therefrom. 2.6 Licensee shall comply with all applicable laws as amended from time to time, including but not limited to, Colorado and federal law in the exercise and performance of its rights and obligations under this Agreement. 2.7 This Agreement authorizes Licensee’s Sublicensee to construct and/or maintain the Facilities during Sublicensee’s warranty period and thereafter authorizes Licensee to Operate the Facilities within the McLellan Reservoir Drain Line Right-of-Way. This Agreement does not authorize a customer of Licensee to operate, manage or maintain Licensee’s Facilities in the McLellan Reservoir Drain Line Right-of-Way. 2.8 Licensee shall not be required to obtain City Permits or pay any fees for the work described herein that may otherwise be applicable. 2.9 Licensee shall not trim or cut down any trees, shrubs, or brush on the McLellan Reservoir Drain Line Right-of-Way without permission of the City, which shall not be unreasonably withheld, conditioned, or delayed. When required by City, Licensee, at its expense, shall trim or cut down trees, shrubs or brush and remove and dispose of cutting debris to the reasonable satisfaction of City with respect to any trees, shrubs, or brush on the McLellan Reservoir Drain Line Right-of-Way. SECTION 3. Non-Exclusive Rights/Priority Rights 3.1 The Site License is not exclusive and nothing herein contained shall be construed to prevent City from granting other like or similar permissions or privileges within the McLellan Reservoir Drain Line Right-of Way to any other person, firm or corporation; or deny to or lessen the powers and privileges granted to City under the City Charter, the Colorado Constitution and laws of the State of Colorado. 3.2 Any and all rights granted to Licensee under this Agreement, which shall be exercised at no cost or expense to City, shall be subject to the prior and continuing right of City to use the McLellan Reservoir Drain Line Right-of-Way exclusively or concurrently, with any other person or entity and shall be further subject to all deeds, easements, dedications, conditions, covenants, restrictions, encumbrances, and claims of title which may affect the McLellan Reservoir Drain Line Right-of- Way. 3.3 Any right or privilege claimed pursuant to this Agreement by Licensee for any use of any right- of-way shall be subordinate to: A) any prior lawful occupancy or use thereof by the City or any other governmental entity; B) any prior lawful occupancy or use thereof by any other person; C) and to any prior easements therein, provided however, that nothing herein shall extinguish or Page 333 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 5 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 otherwise interfere with property rights established independently of this Agreement. The rights and privileges granted in this Agreement shall be subject to prior agreements, licenses and/or grants, recorded or unrecorded, and it shall be the Licensee’s sole responsibility to determine the existence of said documents or conflicting uses or installations. 3.4 There is hereby reserved to the City every right and power required pursuant to this Agreement that is reserved. Licensee by its execution of this Agreement agrees to be bound thereby and to comply with any lawful action of the City in its exercise of such rights or power pursuant to the McLellan Reservoir Drain Line Right-of-Way. Neither the granting of any Agreement nor any provision hereof shall constitute a waiver or bar to the exercise of any lawful governmental right or power of City. 3.5 By executing this Agreement, the City does not waive any rights that it may have against any public utility or other property owner to require that such owners obtain prior approval from the City for such uses of the McLellan Reservoir Drain Line Right-of-Way, or that revenues received by any public utility or other property owner from Licensee, by virtue of Licensee’s use of the McLellan Reservoir Drain Line Right-of-Way be included in the computation of any use agreement fees owed by such parties to the City. 3.6 Nothing in this Agreement shall be construed to prevent the City from abandoning, altering, improving, repairing, or maintaining its facilities and/or the McLellan Reservoir Drain Line Right- of-Way, and for that purpose to require Licensee, at no expense to the City, to relocate Licensee’s Facilities in order to accommodate the activities of the City within a reasonable period of time after receiving notice to relocate. The City shall not be liable for lost revenues sustained by Licensee, however caused, because of damage, modification, alteration, or destruction of its Facilities in the McLellan Reservoir Drain Line Right-of-Way, when such costs or lost revenues result from the construction, operation, and/or maintenance of City facilities and/or the McLellan Reservoir Drain Line Right-of-Way, provided that the activities resulting in such costs or lost revenues are conducted in accordance with applicable laws and regulations and do not arise from the City’s negligent or wrongful acts. SECTION 4. Regulatory Conditions Relating to Right-of-Way Usage 4.1 For purposes of this Agreement, whenever work is done in the McLellan Reservoir Drain Line Right-of-Way relating to this Agreement, Licensee agrees that it will cause its agents, Contractor(s) and Sublicensee to agree to all of the terms and conditions set forth in this Agreement and that said Contractor(s), agents, and Sublicensee shall be responsible for their own negligent or wrongful acts, errors, omissions, and that the obligations of Sections 4 and 5 are imposed on both Licensee and any agent, Contractor or Sublicensee. 4.2 Licensee is responsible for ensuring that its Facilities are constructed, managed, installed, operated and/or maintained in accordance with applicable law. 4.3 Licensee’s use of the McLellan Reservoir Drain Line Right-of-Way and any other easements under the control of the City shall be according to plans attached to a Site License and approved Page 334 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 6 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 by the City as submitted, provided that such approval shall not be unreasonably withheld or delayed. 4.4 Licensee’s Facilities to be constructed, installed, operated, maintained, upgraded and removed hereunder shall be located so as to interfere as little as possible with the operation and maintenance of the McLellan Reservoir Drain Line or other prior authorized uses within the McLellan Reservoir Drain Line Right-of-Way and other easements. Any phases of construction and/or installation of the Facilities, as well as the location of said Facilities shall be subject to regulation by the City as allowed by law. 4.5 Licensee and its employees, agents, Contractor(s) and Sublicensee shall be subject to the City’s exercise of such regulatory and other powers within the McLellan Reservoir Drain Line Right-of- Way as it now has or may later obtain, and Licensee may not waive the application of the same. City shall have supervision over any Facilities located within or on the McLellan Reservoir Drain Line Right-of-Way. 4.6 Clean Up. Licensee and/or its Contractor(s) and Sublicensee, as soon as practical following the installation, in the case of Sublicensee, and the Operation, in the case of Licensee of the Facilities, remove all temporary construction materials and equipment, debris, and unused materials provided for in the work, and restore the surface of the McLellan Reservoir Drain Line Right-of-Way to the same condition that existed prior to such entry thereon by Licensee or its Contractor(s) or Sublicensee, to the extent reasonable, except as necessary to accommodate Licensee’s Facilities. 4.7 Graffiti Removal. Licensee shall at all times keep and maintain its Facilities free of all graffiti. City shall notify Licensee in writing if graffiti is on the Facilities. If Licensee fails to remove the graffiti within thirty (30) days after notice in writing is received, City shall have the right to remove any graffiti present. Licensee shall reimburse City for all reasonable costs directly attributable to such abatement within thirty (30) days of City’s presenting Licensee with a statement of such costs. 4.8 Safety. Licensee or Licensee’s Contractor(s), if the work is being done by Licensee’s Contractor(s), shall be solely and completely responsible for the conditions of any job site where the Facilities are being placed, including safety of all persons (including employees) and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. Safety provisions shall conform to all applicable federal (including OSHA), state, county, and local laws, ordinances, codes, and regulations. Where any of these are in conflict, the more stringent requirement shall be followed. Licensee’s failure to thoroughly familiarize itself with the aforementioned safety provisions shall not relieve Licensee from compliance with these provisions. 4.9 Damage. If Licensee, as a result of its negligence or wrongful acts, damages City or private property, Licensee shall promptly, at its own expense, and in a manner reasonably acceptable to the City, repair the damage. If Licensee fails to do so, the property owner may repair the damage at its own reasonable expense, and Licensee shall reimburse the property owner within thirty (30) days of invoicing. Page 335 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 7 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 SECTION 5. Plan Approval, Permits, and Inspection 5.1 No Facilities shall be installed, constructed, replaced, located on, or attached to any property within the McLellan Reservoir Drain Line Right-of-Way until Site License (attached as Exhibit 1) from the City has been approved and executed. Additionally, Licensee, its Contractor(s) and Sublicensee shall comply with all applicable law governing the McLellan Reservoir Drain Line Right-of-Way. All rights hereunder are granted under the express condition that the City shall have the power at any time to impose lawful restrictions and limitations upon, and to make regulations as to Licensee’s use of the McLellan Reservoir Drain Line Right-of-Way as may be deemed best for the public interest, safety, or welfare to the same extent that such restrictions and limitations are applied to all non-governmental users of the McLellan Reservoir Drain Line Right-of-Way. 5.2 If not already approved by City, Licensee shall submit the applicable details, plans, and specifications for City review and approval prior to any and all construction work performed pursuant to the rights granted under this Agreement. Licensee, its Contractor(s) and Sublicensee shall abide by all stipulations of the Site License issued. If Licensee desires to change the location of any Facilities, including any related Facilities from that set forth in the Site License, Licensee shall apply for and obtain approval for an amendment to the Site License prior to installation or construction. 5.3 City will approve or deny such Site Licenses based on the availability of space at the location sought by Licensee, safety, and other considerations in accordance with applicable law. Licensee, its Contractor(s) and Sublicensee shall comply with the terms of any Site License. 5.4 Any new underground facilities placed in the McLellan Reservoir Drain Line Right-of-Way will be constructed using industry standard horizontal directional drilling and trenching construction methods. Licensee, its Contractor(s) and Sublicensee installations will be done using industry standard practices and in full compliance with any applicable Site License. 5.5 If Licensee desires to change the components of the Facilities that will impact the McLellan Reservoir Drain Line Right-of-Way, written approval of such change must be obtained from the City. 5.6 The City shall have the right to inspect all construction or installation work performed subject to the provisions of this Agreement and to make such tests as it shall find necessary to meet City standards to ensure compliance with the terms of this Agreement and other applicable law. 5.7 Licensee shall also provide and identify a representative, such as a project manager, who shall be the contact person for the City during any construction periods. The Licensee shall provide a contact number for emergencies that occur outside of regular business hours and shall provide this contact number to the City in advance of each construction activity/permitted installation. 5.8 Whenever Licensee, its Contractor(s) or Sublicensee shall cause any opening or alteration to be made for any purpose in any City public streets, or public places, the opening or alteration shall be completed and restored with due diligence within seven (7) business days. Licensee shall upon the completion of the opening or alteration, restore the property, improvements or landscaping Page 336 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 8 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 disturbed by Licensee or its Contractor(s) to a condition substantially comparable to the condition before the opening or alteration and the restoration shall be performed with due diligence within a reasonably prompt time. SECTION 6. Maintenance/Modifications 6.1 Except for warranty work or maintenance required to be performed by Sublicensee prior to final acceptance of the Facilities by Licensee, maintenance of all Facilities shall be performed by Licensee at Licensee’s sole cost and expense. Licensee or Sublicensee, as applicable, will be responsible for obtaining the appropriate approvals for work in the McLellan Reservoir Drain Line Right-of-Way in order to access the Facilities. 6.2 Licensee will Operate the Facilities in accordance with applicable law. 6.3 Damaged or deteriorated components must be corrected within forty-eight (48) hours of notification, if practical. If the components are taken out of service, Licensee must remove them as soon as practical or abandon the components in place if approved by the City, which approval shall not be unreasonably withheld, conditioned, or delayed. 6.4 Any upgrade and/or modification to the Facilities, other than a like for like replacement, will need specific approval from the City and require Licensee to submit the information required. Any approval required from the City must be obtained in writing from the City Manager or their designee which approval shall not be unreasonably withheld, conditioned, or delayed. SECTION 7. Traffic Control 7.1 Except for the initial installation of the Facilities that will be performed by Sublicensee, Licensee shall have the full responsibility and liability for any traffic control for work performed by Licensee or its Contractors. Sublicensee shall have responsibility for traffic control for the initial installation of the Facilities. SECTION 8. Hazardous Substances 8.1 Licensee agrees it will not produce or knowingly dispose, treat, use, generate, store any Hazardous Substances on, under, above or within the area of the McLellan Reservoir Drain Line Right-of-Way in violation of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. § 9601, et. seq.; the Resource Conservation and Recovery Act., 42 U.S.C. § 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; or any other federal, state, county, or local law or regulation. Licensee may not use the McLellan Reservoir Drain Line Right-of-Way in a manner that would require a permit or approval related to Hazardous Substances from any governmental agency other than the City. Licensee, to the extent permitted by law and subject to all of the protections, defenses, immunities and limitations afforded Licensee by the Colorado Governmental Immunity Act, will indemnify and hold City harmless against any loss or liability incurred by reason of any Hazardous Substance produced, knowingly disposed of, or used by Licensee pursuant to this Agreement, to the extent permitted by Colorado law, and must Page 337 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 9 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 immediately notify City of any Hazardous Substance discovered at any time that is unlawfully present upon the McLellan Reservoir Drain Line Right-of-Way. 8.2 Licensee understands the hazards presented to persons, property, and the environment by dealing with Hazardous Substances. Licensee acknowledges the possibility that the McLellan Reservoir Drain Line Right-of-Way may contain actual or presumed asbestos and other Hazardous Substances containing materials. SECTION 9. On-Call Assistance Licensee shall be available to employees of any City department twenty-four (24) hours a day, seven (7) days a week, regarding problems or complaints resulting from the Operation of its Facilities, at the phone number provided below. Licensee shall use reasonable efforts to respond to any issues within the time frames specified in this Agreement. Licensee shall handle or otherwise make arrangements to address any necessary problems or complaints that require a physical presence. SECTION 10. Mapping Requirement 10.1 Licensee shall maintain Record Drawings of its Facilities located within the McLellan Reservoir Drain Line Right-of-Way and furnish a copy electronically in an electronic-compatible mapping format (in a mapping format compatible with the current City electronic mapping format as specified by the City). Upon completion of new or relocation construction of underground Facilities in the McLellan Reservoir Drain Line Right-of-Way, Licensee shall create and maintain up-to-date maps of all Facilities located in the McLellan Reservoir Drain Line Right-of-Way and verifiable horizontal and vertical location information and will make this information available to the City upon the installation of any new Facilities. Licensee will also provide surface-location marking of any of Licensee’s Facilities that are located underground within the McLellan Reservoir Drain Line Right-of-Way within ten (10) business days of installation. 10.2 In the event Licensee fails to supply records in the City specified format and there is a cost to the City in converting Licensee-provided files, Licensee will be responsible for the conversion costs and will pay such reasonable costs within thirty (30) days of the City invoicing the amount due. SECTION 11. Relocation 11.1 Licensee shall relocate at no expense to the City any Facilities or other encroachment installed or maintained in, on or under the McLellan Reservoir Drain Line Right-of-Way by Licensee or Sublicensee, as may be reasonably necessary to facilitate improvements to the McLellan Reservoir Drain Line within the Use Area. 11.2 Licensee agrees to notify the City and seek necessary approvals prior to removing, abandoning, relocating, or reconstructing any portion of its Facilities within the McLellan Reservoir Drain Line Right-of-Way. Notwithstanding the foregoing, City understands and acknowledges there may be instances when Licensee is required to make repairs that are of an Page 338 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 10 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 emergency nature or in connection with an unscheduled disruption of the Facilities. Licensee will maintain any necessary approvals required by the City for such maintenance and emergency repairs. Licensee will notify City before the repairs and will apply for and obtain the necessary approvals in a reasonable time after notification. 11.3 If the City, after providing at least thirty (30) days prior written notice to Licensee, needs to perform any part of the necessary relocation or removal work that has not been done within the time required by the City, Licensee shall reimburse the City for reasonable costs within thirty (30) days of City invoicing. SECTION 12. Damage to Public Property 12.1 Whenever the installation, use, maintenance, removal, or relocation of any of Licensee’s Facilities is required or permitted by Licensee under this Agreement, and such installation, removal, or relocation by Licensee damages or disturbs the surface or subsurface of the McLellan Reservoir Drain Line Right-of-Way or public property or the public improvement located thereon, therein, or thereunder, however such damage or disturbance was caused, Licensee, at its sole cost and expense, shall promptly restore the surface or subsurface of the McLellan Reservoir Drain Line Right-of-Way or public property and/or repair or replace the surface, subsurface and/or public improvement therein, or thereunder, to as good a condition as before in accordance with applicable laws, normal wear and tear excepted. If Licensee does not repair the damage or disturbance as just described, then City shall have the option, upon fifteen (15) days prior written notice to Licensee, to perform or cause to be performed such reasonable and necessary work on behalf of Licensee and to charge Licensee for the actual reasonable costs incurred by the City at City’s standard rates. 12.2 Notwithstanding the notice provision above, in the event of a Public Emergency, the City shall have the right to immediately perform, without prior written notice to Licensee, such reasonable and necessary work on behalf of Licensee to repair and return public property to a safe and satisfactory condition in accordance with applicable laws, normal wear and tear excepted, reasonably satisfactory to the City. The City shall provide written notice to Licensee of the repairs as soon as practicable after the work has begun. Licensee agrees that any severed or damaged portion of the McLellan Reservoir Drain Line must be completely repaired or replaced. If the City needs to perform any part of the necessary repairs, relocation and/or removal work, it shall be entitled to seek payment for such repairs, relocation and/or removal costs from Licensee. 12.3 Upon the receipt of a demand for payment by City, Licensee shall promptly reimburse City for such reasonable costs subject to annual appropriation and budgeting of funds for that purpose. SECTION 13. Public Emergency Disruption by City The City shall have the right, because of a Public Emergency, as it relates to the McLellan Reservoir Drain Line Right-of-Way, to alter, relocate, sever, disrupt, remove, tear out, dig up, or otherwise damage and/or destroy Facilities of Licensee without any prior notice to Licensee, if the action is deemed necessary by either the City Manager, Police Chief, City Engineer, or Director of Utilities or designee. In such event, neither the City nor any agent, contractor or employee of Page 339 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 11 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 City shall be liable to Licensee, its Contractors or its customers or their parties for any harm so caused to them or the Facilities. When practical and if possible, City will consult with Licensee in advance to assess the necessity of such actions and to minimize to the extent practical under the circumstances damage to and disruption of operation of the Facilities. City shall inform Licensee of any actions taken. Licensee shall be responsible for repair at its sole expense of any of its Facilities damaged pursuant to any such action taken by City. SECTION 14. Public Safety 14.1 If any of Licensee’s Facilities or activities present any immediate hazard or impediment to the public, to the City, to other improvements or activities within or outside of the McLellan Reservoir Drain Line Right-of-Way, or to City’s ability to safely and conveniently operate the McLellan Reservoir Drain Line Right-of-Way or perform City’s utility, public safety and/or other public health, safety, and welfare functions, then Licensee shall immediately comply with City’s request to secure the area, and otherwise cooperate with City at no expense to City to remove any such hazard or impediment. 14.2 In the event that the Licensee is unable to remedy the hazard, then the City may make necessary repairs to eliminate any safety hazards, at Licensee’s sole expense. SECTION 15. City’s Reserved Rights Any applicable zoning processes, building permit processes, right-of-way management policies, and similar regulatory requirements that apply to Licensee’s Facilities and/or related Facilities are completely separate from the plans approval processes under this Agreement. Licensee’s satisfaction of any regulatory requirement does not substitute for compliance with any requirement of this Agreement or constitute approval of any plans for the purposes of this Agreement. SECTION 16. Non-use/Abandonment of the Facilities 16.1 An “Abandoned Facility” means a Facility no longer in service or physically disconnected. If Licensee ceases to provide services or abandons use of any of its Facilities for more than two (2) years, the Facility shall be deemed an Abandoned Facility and Licensee shall notify the City. The City may require Licensee, to the reasonable satisfaction of the City and without cost or expense to the City, at Licensee’s election to either remove the Facilities or to fill the Facilities with sand or other comparable material and to restore the public property and McLellan Reservoir Drain Line Right-of-Way to a reasonable condition under the supervision of the City within a reasonable period of time after abandonment. 16.2 Title to any and all personal property installed by Licensee upon the McLellan Reservoir Drain Line Right-of-Way that is not timely removed shall automatically vest in City, at City’s sole option. 16.3 Upon abandonment of any right or privilege herein granted, the right of Licensee to that extent shall terminate. Page 340 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 12 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 SECTION 17. Contractors 17.1 The specific independent Contractors identified and used by Licensee for the construction activities to expand and extend Licensee’s Facilities and Use Area shall be provided to and approved by the City prior to issuance of any Site License, such approval shall not be unreasonably withheld, delayed, conditioned, or denied. Any Contractors performing construction work within the McLellan Reservoir Drain Line Right-of-Way or public easements shall comply with licensing requirements applicable to Colorado contractors. 17.2 Each Contractor shall have the same obligations with respect to its work as Licensee would have if Licensee performed the work. With respect to any Licensee Contractor performing work within the McLellan Reservoir Drain Line Right-of-Way, Licensee shall: (i) be responsible for ensuring that the work is performed consistent with this Agreement and other applicable law, (ii) that any defective work is promptly corrected, and (iii) shall implement a quality control program designed to ensure that the work contemplated by this Agreement is performed in accordance with this Agreement. 17.3 Licensee shall furnish separate insurance certificates and endorsements for each independent Contractor and its Sublicensee. All coverages for independent Contractors and Sublicensee shall be subject to substantially similar requirements stated herein for Licensee. 17.4 Compliance with the Immigration Reform and Control Act of 1986. To the extent required by law, Licensee certifies that Licensee has complied with the United States Immigration Reform and Control Act of 1986. All persons employed by Licensee to perform this contract have completed and signed Form I-9 verifying their identities and authorization for employment. SECTION 18. Limitation of Liability 18.1 Licensee expressly acknowledges that Licensee’s Facilities are exposed to many risks beyond the reasonable control of City, including acts of God or the public enemy, such as but not limited to, wind, rain, sleet, ice, floods, fire, riots, sabotage, expropriation, or confiscation of facilities. Except as expressly provided in this Agreement, Licensee shall assume all risk of loss to Facilities that may arise in connection with these hazards, except to the extent attributable to any negligent or wrongful act of the City. 18.2 CITY HEREBY DISCLAIMS ANY REPRESENTATIONS AND/OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRESENT OR FUTURE SUITABILITY OF MCLELLAN RESERVOIR DRAIN LINE RIGHT OF WAY AND/OR THE FACILITIES(S) FOR LICENSEE’S INTENDED PURPOSE. 18.3 Licensee acknowledges and agrees that Licensee bears all risk of loss or damage to the Facilities installed in the McLellan Reservoir Drain Line Right-of-Way pursuant to this Agreement from any cause, except for the cost of repairs to damaged Facilities to the extent caused by the negligence or willful misconduct of the City and not covered by the Licensee’s insurance. IN NO EVENT, HOWEVER, SHALL CITY BE LIABLE TO LICENSEE FOR INCIDENTAL, Page 341 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 13 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES RESULTING FROM ANY LOSS OR DAMAGE TO LICENSEE’S FACILITIES, REGARDLESS OF WHETHER THE CITY WAS ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE LEGAL THEORY OR BASIS FOR SUCH CLAIM. 18.4 The City and its officers, agents, elected or appointed officials, employees, departments, boards, and commissions shall not be liable to Licensee or to its affiliates or customers for any interference with or disruption in the operations of Licensee’s Facilities or the provision of services, or for any damages arising out of or materially related to Licensee’s use of the McLellan Reservoir Drain Line Right-of-Way, except to the extent of intentional misconduct or gross negligence on the part of the City, its officers, agents, elected or appointed officials, employees, departments, boards and commissions. 18.5 Licensee also agrees that it shall have no recourse whatsoever against the City or its officials, boards, commissions, agents or employees for any loss, costs, expense, or damages arising out of or materially related to any provision or requirement of the City because of the enforcement of this Agreement. SECTION 19. Term and Renewal 19.1 This Agreement shall be effective as of the date of approval of the Agreement by the City (the “Effective Date”) and unless sooner terminated in accordance with other provisions of this Agreement, shall continue in effect for a period of 50 years. 19.2 The term of this Agreement shall automatically be extended for two (2) additional 15-year renewal terms, unless Licensee gives written notice of its intent to terminate the Agreement no later than six (6) months prior to the end of the Initial Term or Renewal Term (as applicable). The word “Term” will refer to both the Initial Term and any Renewal Term(s). 19.3 Licensee may terminate any Site License at any time during any Site License Term upon ninety (90) days prior written notice. However, Licensee does not have the right to terminate any time after an event of default by Licensee has occurred (or an event has occurred that would become a default after passage of time or giving of notice). Termination of any Site License shall not affect Licensee’s liabilities and obligations incurred under such Site License prior to the effective date of such termination. 19.4 Licensee’s financial obligation under this Agreement are expressly subject to the annual appropriation and budgeting of funds therefore, as required by Colorado Law. SECTION 20. Termination by Licensee 20.1 Licensee may terminate this Agreement prior to its date of expiration by providing the City with ninety (90) days written notice and only upon making arrangements satisfactory with the City to remove all Licensee’s Facilities from the McLellan Reservoir Drain Line Right-of-Way, unless the City agrees in writing to allow Licensee to abandon part or all of its Facilities in place, which Page 342 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 14 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 approval the City agrees will not be unreasonably withheld, conditioned or delayed. If the City agrees to allow Licensee to abandon its Facilities in place the ownership of such Facilities, including everything permitted by City to be abandoned in place, shall, at the City’s option, transfer to City and Licensee shall cooperate to execute any documents necessary to accomplish such transfer within thirty (30) days of such allowance of abandonment. 20.2 Unless the City has consented to allow Licensee to abandon part or all of its Facilities in place, upon termination of this Agreement, Licensee shall remove all of its Facilities within a reasonable period of time or to fill the Facilities with sand or other comparable material. SECTION 21. Conflicts Between Applicable Law and Contracting Documents In the event of any conflict between the Site License and this Agreement, and any Exhibits to this Agreement including any Site License, the controlling authority shall be first this Agreement; and second, any Exhibit to this Agreement/Site License. SECTION 22. Termination by City 22.1 City may, in addition to seeking any other remedy available to it, terminate this Agreement to occupy space in the McLellan Reservoir Drain Line Right-of-Way if Licensee neglects or refuses to comply with any of the provisions of this Agreement beyond all applicable cure periods and fails within thirty (30) days after written notice from City to correct such neglect, refusal, or default provided Licensee shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and Licensee commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. In the event any default is limited solely to one or more Site Licenses, but not the Agreement as a whole, the City’s termination right shall be limited to those Site Licenses under which Licensee is in default beyond any applicable cure period. 22.2 Licensee’s failure to pay any amounts owed to the City after notice of such deficiency and the opportunity to cure as provided by this Agreement shall be cause for the City to terminate the applicable Site License. 22.3 This Agreement shall terminate, without notice, (i) upon the institution by or against either Party of insolvency, receivership, or bankruptcy proceeding or any other proceedings for the settlement of either Party’s debts, (ii) upon either Party making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution or ceasing to do business. SECTION 23. Licensee’s Records 23.1 During the entire term of this Agreement, Licensee shall keep records and provide information to the City upon request relating to the status of the construction, repair, location, or relocation of Licensee’s Facilities. 23.2 If necessary for the City to determine Licensee’s compliance with the terms of this Agreement or other applicable law, within ten (10) days of written notice by City of a request for disclosure, Page 343 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 15 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 Licensee shall provide relevant documentation as requested by City, respond to questions, and produce relevant books and records for the City’s inspection and copying. Such records shall be available to City at Licensee’s most proximate place of business within Colorado. Licensee shall also require its employees, agents, and accountants to give their full cooperation and assistance in connection with City’s access to such records. SECTION 24. Penalties for Violation of Terms 24.1 The City may pursue any remedy at law, including but not limited to injunctive relief, civil trespass, and withholding other City authorizations until Licensee complies with the terms of the Agreement or the applicable law. 24.2 Such remedies are cumulative and may be pursued in the alternative. SECTION 25. NOTICE 25.1 All notices, which shall or may be given pursuant to this Agreement and shall be effective on receipt, shall be in writing and transmitted through both email and US Mail, postage prepaid as follows: CITY OF ENGLEWOOD: City of Englewood – Utilities Department Email: utilities@englewoodco.gov 1000 Englewood Parkway Englewood, Colorado 80110-2373 With copies to: Englewood City Attorney’s Office cao@englewoodco.gov 1000 Englewood Parkway Englewood, Colorado 80110-2373 LICENSEE: Southwest Metropolitan Water and Sanitation District Cynthia Lane, Manager calane@plattecanyon.org 8739 W. Coal Mine Avenue Littleton, CO 80123 After-hours emergency phone: 720.726.5046 With copies to: Timothy J. Flynn tflynn@cogovlaw.com Collins Cole Flynn Winn & Ulmer, PLLC 165 S. Union Blvd., Suite 785 Lakewood, CO 80228 Page 344 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 16 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 25.2 Either party may from time to time designate any other address for this purpose by written notice to the other party in the manner set forth above. 25.3 Licensee shall notify the City within ten (10) business days of any change in mailing address. SECTION 26. Governing Law 26.1 It is mutually understood and agreed that this Agreement shall be governed by the laws of the State of Colorado, both as to interpretation and performance. Any action at law, suit in equity, or judicial proceeding for the enforcement of this Agreement or any provision thereof shall be instituted only in the courts located within Arapahoe County, Colorado, or within any federal district court within the State of Colorado. 26.2 Provisions Required By Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this contract shall be deemed to be inserted herein and this Agreement shall be read and enforced as though it were included therein. SECTION 27. Partial Invalidity If any section, paragraph, subdivision, clause, phrase, or provision of this Agreement shall be adjudged invalid or unenforceable, or is preempted by federal or state laws or regulations, the same shall not affect the validity of this Agreement as a whole or any part of the provisions of this Agreement other than the part adjudged to be invalid, unenforceable, or preempted. SECTION 28. Non-Waiver Licensee shall not be excused from complying with any of the terms and conditions of this Agreement by any failure of the City upon any one or more occasions to insist upon or to seek compliance with any such terms or conditions. SECTION 29. Force Majeure With respect to any provision of this Agreement, the violation or non-compliance of which could result in the imposition of a financial penalty, forfeiture or other sanction upon Licensee, such violation or non- compliance shall be excused where such violation or non-compliance is the result of acts of God, war, civil disturbance, strike or other labor unrest, or other events, the occurrence of which was not reasonably foreseeable by Licensee and is beyond its reasonable control. SECTION 30. Dispute Resolution 30.1 If any dispute or claim arises out of the interpretation, performance or breach of this Agreement, the Parties agree that upon the written demand of either Party, they will meet within two (2) weeks of such demand to attempt in good faith to resolve the dispute. The meeting will be attended by representatives of both Parties having the authority to resolve the dispute. Page 345 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 17 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 30.2 Notwithstanding the provisions of Englewood Municipal Code Section 4-1-3-4(D)(8), if the dispute is not resolved within a reasonable time, the disputing Parties are free to use other remedies upon mutual written consent, such as mediation or nonbinding arbitration. Absent mutual agreement, the Parties may pursue litigation to resolve the dispute. SECTION 31. Amendments, Modifications or Supplements This Agreement may not be amended, modified, or supplemented except by an authorized representative of each party in a written agreement signed by both Parties. The City Manager or designee shall be considered an authorized representative for the City. SECTION 32. Exhibits All Exhibits referred to in this Agreement and any addenda, attachments, and schedules which may, from time to time, be referred to in any duly executed amendment to this Agreement are by such reference incorporated in this Agreement and shall be deemed a part of this Agreement. SECTION 33. Survival Upon termination of this Agreement, no new Agreement or license will be issued and permission for the Facilities to be in the McLellan Reservoir Drain Line Right-of-Way will terminate at the end of individual Site License Term as applicable. However, all other terms and conditions of this Agreement shall survive and govern with respect to any remaining terms in effect until their expiration or termination, including any Section of this Agreement that must survive termination to fulfill its essential purpose. Notwithstanding anything herein, after the expiration of this Agreement, its terms and conditions shall survive and govern with respect to any remaining in effect until their expiration or termination. SECTION 34. Incorporation by Reference This Agreement is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference and shall supersede any apparently conflicting provision otherwise contained in this Agreement. APPROVED BY THE PARTIES ON THE DATE BELOW WRITTEN: CITY OF ENGLEWOOD, COLORADO Page 346 of 972 Page 347 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 19 of 21 (303) 762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 EXHIBIT 1: SITE LICENSE FOR MCLELLAN RESERVOIR DRAIN LINE CROSSING AGREEMENT This Site-Specific License (“Site License”), issued this _______ day of _____________________, 20__ (“Effective Date”) between the City of Englewood, with an address of 1000 Englewood Parkway, Englewood, Colorado 80110, hereinafter referred to as “City” and Southwest Metropolitan Water and Sanitation District, hereinafter referred to as “Licensee”. 1. Site License. This is a Site License as referenced in the McLellan Reservoir Drain Line Crossing Agreement for the use of the City’s McLellan Reservoir Drain Line Right-of-Way in connection with Licensee’s Facilities, between the City and Licensee dated ___________ ____, 20_____, and recorded in Clerk and Recorder of ________________ County, Reception No. _______________(the “Agreement”). All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement. In the event of a contradiction, modification or inconsistency between the terms of the Agreement, and this Site License, the terms of the Agreement shall govern. Capitalized terms used in this Site License shall have the same meaning as set forth in the Agreement unless otherwise indicated herein. 2. Project Description and Locations. Licensee shall have the right to Operate its Facilities at the designated areas in the McLellan Reservoir Drain Line Right-of-Way as further described in Exhibit 1-A attached hereto, which provides the Site Plan for this Site-Specific License, and a description of the Use Area and Equipment/Facilities (the “Use Area and Description of Facilities”). 3. Term/Termination. The term of this Site License shall be fifty (50) years from the date of execution of the McLellan Reservoir Drain Line Crossing Agreement, and as that term may be renewed in accordance with the McLellan Reservoir Drain Line Crossing Agreement. 4. Fees. No fee shall be required for this Site-Specific License. 5. Commencement Date. The Commencement Date for Licensee’s installation of the Facilities shall be the date upon which this Site License is issued by the City (“Site License Commencement Date”). 6. Approvals. If not already done, it is understood and agreed that Licensee’s ability to use the Use Area is contingent upon its obtaining all of the certificates, permits and other approvals (collectively “Government Approvals”) that may be required by any Federal, State, or Local authorities. In the event that (i) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to Licensee is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; (iii) Licensee determines that Page 348 of 972 Page 349 of 972 McLellan Reservoir Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 21 of 21 (303)762-2300 | www.englewoodco.gov 4859-4814-0754, v. 1 EXHIBIT 1-A Site Plan for Site-Specific License Providing Use Area, Equipment, and Description of Facilities Installation, operation, and maintenance of an 8-inch water line that crosses under the existing McLellan Reservoir Drain Line. Bottom of trench is approximately 39" above the top of the McLellan Reservoir Drain Line. The extent of the Use Area shall be within the 25-ft easement surrounding the centerline of McLellan Reservoir Drain Line. For additional detail regarding location and crossing see Exhibit A. Page 350 of 972 Page 351 of 972 Page 352 of 972 Page 353 of 972 Drain Line Temporary Construction Easement Page 1 of 3 DRAIN LINE TEMPORARY CONSTRUCTION EASEMENT (Santa Fe Park Development, Crossing #4 – 8” Waterline ) This Drain Line Temporary Construction Easement ("Temporary Easement") is entered into this _______ day of _________________________, 20___, by and between the City of Englewood, Colorado, a municipal corporation of the State of Colorado (“Grantor”), and Toll Southwest LLC, a Delaware limited liability company (“Toll” or “Grantee”). These entities may be individually referred to as the “Party” or collectively referred to herein as the “Parties”. WHEREAS, the City of Englewood owns an Easement for the Drain Line (“Drain Line Easement”), and operates a water drain line that drains water from McLellan Reservoir to the South Platte River as a necessary part of Englewood’s water rights operations and to ensure safe operation of McLellan Reservoir, that is located as described in the attached Exhibit A. WHEREAS, Toll desires to install an 8” Waterline within the Drain Line Easement. WHEREAS, following installation of the 8” Waterline and a warranty period as described below, Toll will dedicate the 8” Waterline to the Southwest Metro Water and Sanitation District, which will operate and maintain the 8” Waterline pursuant to a separate crossing agreement and license with Englewood. NOW THEREFORE, in consideration of the mutual covenants of the Parties, more particularly hereinafter set forth, the adequacy and sufficiency of which are hereby acknowledged, it is agreed as follows: 1. Temporary Construction Easement. Englewood, as Grantor, hereby grants to Toll, as Grantee, its successors, assigns, contractors, and sub-contractors, a non-exclusive temporary construction easement through, over, under, and across the Drain Line Easement for the installation, repair, or replacement of an 8” Waterline as described in a separate Drain Line Crossing Agreement between Englewood and Southwest Metro Water and Sanitation District dated _______, 2024 (the “Project”). Except as specifically authorized in writing, Grantee shall not interfere with, obstruct, modify, or otherwise in any way impact the Grantor’s use of Drain Line. 2. Term of Easement. The Project will begin no sooner than January 2, 2025, and will be completed no later than December 31, 2026. Prior to commencement of construction, the Grantee will physically locate Drain Line using non-destructive excavation methods (potholing with hydro/air vacuum) and provide the resulting information to the Grantor. The Grantee will also provide construction plans and specifications for the Grantor’s review and approval prior to commencement of construction. Completion of the Project will be deemed to have occurred upon the occurrence of both (1) the inspection and approval of the Project by Grantor and (2) the acceptance of the Project by the Southwest Metro Water and Sanitation District and this Temporary Easement will be deemed to have terminated upon such completion. Page 354 of 972 Drain Line Temporary Construction Easement Page 2 of 3 3. Access. Grantee shall have the temporary non-exclusive right to enter the Drain Line Easement for any reasonable purpose necessary or prudent for the construction of the Project subject to the following restrictions: 1) normal working hours shall be consistent with City of Littleton construction hours, Monday through Friday; and 2) the operation of equipment and heavy trucks will be permitted on the Englewood Drain Line Easement only during normal working hours. 4. Restoration. Before completion of the Project, Grantee will perform such restoration and regrading as is necessary to restore the surface area of the Drain Line Easement to its original condition. 5. Liability. Grantee hereby acknowledges that it understands that there may be water flowing in the Drain Line year-round, and that Grantee will assume liability for any damage to Drain Line or adjoining property caused by water flow resulting from damage to the Drain Line caused by the Grantee’s construction activities. 6. Insurance. Grantee shall, at its sole cost and expense, maintain in full force and effect a valid commercial general liability policy of insurance for the Project providing coverage for bodily injury or death to one or more persons with a limit of not less than one million dollars ($1,000,000.00) per occurrence and five hundred thousand dollars ($500,000) per occurrence for damage to or destruction of property. Grantee further agrees that all its employees working on the Project shall be covered by adequate Workers’ Compensation Insurance. Grantee further agrees to require each of its contractors and their subcontractors working on the Project to obtain adequate liability insurance that includes Grantor and Workers’ Compensation Insurance in the minimum amounts as required by applicable law. Any contractor or subcontractor shall be required to indemnify Grantor. 7. Assignment. This Temporary Construction Easement is assignable only with the written permission of the Grantor, which permission will not be unreasonably withheld, conditioned, or delayed. 8. Incorporation by Reference. This Temporary Easement is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference and shall supersede any apparently conflicting provision otherwise contained in this Temporary Easement. 9. In granting the above authorization, Grantor reserves the right to make full use of the property involved as may be necessary or convenient in operation of the water supply system under control of Englewood. IN WITNESS WHEREOF, the Parties hereto have executed this Temporary Construction Easement on the day and year first written above. CITY OF ENGLEWOOD Page 355 of 972 Page 356 of 972 Page 357 of 972 Page 358 of 972 Page 359 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 1 of 19 (303) 762-2300 | www.englewoodco.gov DRAIN LINE CROSSING AGREEMENT (Santa Fe Park Development, Crossing #4B - 2” Irrigation) This Drain Line Crossing Agreement (“Agreement”) is effective as of the day of __________________, 2024 and is between the City of Englewood, a Colorado municipal corporation (“City”) and Toll Southwest, LLC (“Licensee”). RECITALS A. The City owns and operates a drain line known as the McLellan Reservoir Drain Line that operates as a water drain line that drains water from McLellan Reservoir to the South Platte River as a necessary part of Englewood’s water rights operations and to ensure safe operation of McLellan Reservoir (“Drain Line”); and B. The City owns an Easement for the Drain Line (“Drain Line Easement”) where it crosses property owned by Toll Southwest, located in the City of Littleton that is shown on the Relinquishment and Grant of Easements, recorded September 15, 2023, at Reception No. E3063829; and C. The City is authorized to manage and use the Drain Line Easement and otherwise regulate the installation of devices/structures within the Drain Line Easement pursuant to applicable law, its authority as the owner of the right-of-way and owner and operator of the ditch, and its other governmental powers and authority; and D. Toll Southwest, LLC desires to install an irrigation line over a portion of the Drain Line Easement in the exhibit A pursuant to a separate temporary construction easement with Englewood dated _________, 2024; and E. Licensee desires to own, operate, and maintain the irrigation line following its installation by Toll Southwest, LLC; and F. Licensee desires to use the Drain Line Easement as described above; and G. Licensee agrees to secure the appropriate licenses, encroachments, and other permits required by applicable law for the proposed use; and H. Licensee agrees that the operation and maintenance of its irrigation line will not endanger the Drain Line or any related lateral or subjacent support to said Drain Line; and I. The City is willing to grant Licensee permission to use the Drain Line Easement for operation and maintenance of the irrigation line subject to the terms and conditions described herein and other applicable law; and Page 360 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 2 of 19 (303) 762-2300 | www.englewoodco.gov J. The City, without any warranty of its title or interest whatsoever, hereby authorizes Licensee to operate, maintain, repair, and replace the irrigation line crossing the Drain Line Easement pursuant to this Agreement and applicable law. NOW, THEREFORE AND IN CONSIDERATION of mutual covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: SECTION 1. Definitions Affiliate means any person or entity controlling, controlled by, or under the common control with Licensee. Claim(s) means and includes allegations, assessments, taxes, impositions, proceedings, liabilities, obligations, losses, claims of personal injury, bodily injury, sickness, disease, death, property damage, destruction, loss of use, financial harm, or other impairment, penalties, fines, damages, suits, actions, payments, judgments, demands, expenses and costs, including, but not limited to, attorney’s fees incurred through all appeals. Facilities means anything installed by Toll Southwest, LLC or Licensee in the Drain Line Easement under this Agreement or the related temporary construction easement between Toll Southwest, LLC and Englewood. The term “Facilities” includes but is not limited to the irrigation line and any existing or new related infrastructure installed, operated, or maintained by Licensee over the Drain Line Easement. Hazardous Substance means any substance, chemical or waste that is identified as hazardous or toxic in any applicable federal, state or local law or regulation, including but not limited to petroleum products and asbestos. Parties collectively mean the City of Englewood and Licensee. Public Emergency means any condition which, in the opinion of City officials, poses an immediate threat to the lives or property of the citizens of Englewood or others caused by any natural or man-made disaster, including but not limited to, storms, floods, fire, accidents, explosions, major water main breaks, hazardous material spills, etc. Site License means, as applicable, any site-specific license issued to Licensee pursuant to the terms of this Agreement, attached as Exhibit A hereto. Use Area means the portions of the Drain Line Easement designated on a Site Plan or other plan (as defined in the applicable exhibit) that Licensee is allowed to use and/or occupy under a Site License and pursuant to this Agreement. SECTION 2. Permission to Use Drain Line Easement Page 361 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 3 of 19 (303) 762-2300 | www.englewoodco.gov 2.1 The City shall have the right to maintain, install, repair, remove or relocate the Drain Line or any other of its facilities or installations within the Drain Line Easement, at any time and in such manner as the City deems necessary or convenient. The City reserves the exclusive right to control all installations and construction within the Drain Line Easement. Except as specifically authorized in writing, Licensee shall not interfere with, obstruct, modify, or otherwise in any way impact the City’s use of Drain Line. In the event Licensee’s Facilities should interfere with any future use of the Drain Line Easement by the City, the Licensee shall, upon request and at its sole expense, relocate, rearrange, or remove its installations so as not to interfere with any such use. In granting this authorization, the City reserves the right to make full use of the Drain Line Easement as may be necessary or convenient in the operation of the drain line and the City’s water system. 2.2 Subject to the provisions of this Agreement and applicable law, City hereby grants to Licensee permission to use designated portions of the Drain Line Easement subject to and conditioned upon Licensee’s full, timely, complete and faithful performance of all obligations to be performed or required hereunder by Licensee, and Licensee hereby accepts the terms and conditions of this Agreement. It is the responsibility of Licensee to determine if the Use Area is within the Drain Line Easement, through a title report or other means. If the Use Area does not fall under the jurisdiction of the City, it is Licensee’s sole responsibility to secure the land rights to site its Facilities in the Use Area. 2.3 Licensee can use the Use Area for the ownership, operation and maintenance of Licensee’s Facilities as described in a Site License substantially in the form of Exhibit A and shall conduct no other activity at or from those designated portions of the Drain Line Easement beyond the authority granted by this Agreement and a Site License issued hereunder. Any future modifications of such Facilities must maintain any stealth and concealment elements required for the original Facilities. 2.4 All other uses of the Drain Line Easement under this Agreement are prohibited. Should Licensee seek to use the Drain Line Easement for other purposes, it must enter into a separate agreement with the City to do so. 2.5 The authority to install Facilities in the Drain Line Easement granted herein authorizes Toll Southwest LLC to install and construct such Facilities and does not authorize Toll Southwest LLC to install or construct any other facilities not expressly provided for in this Agreement. 2.6 Licensee shall comply with all applicable laws as amended from time to time, including but not limited to, Colorado and federal law in the exercise and performance of its rights and obligations under this Agreement. 2.7 This Agreement authorizes Licensee, its agents, and contractors and no other person, to operate, manage and maintain the Facilities and associated equipment in the Drain Line Easement. This Agreement does not authorize a customer of Licensee to operate, manage or maintain Licensee’s equipment in the Drain Line Easement. 2.8 Licensee shall not be required to obtain City Permits or pay any fees for the work described herein that may otherwise be applicable. Page 362 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 4 of 19 (303) 762-2300 | www.englewoodco.gov 2.9 Licensee shall not trim or cut down any trees, shrubs, or brush on the Drain Line Easement without permission of the City. When required by City, Licensee, at its expense, shall trim or cut down trees, shrubs or brush and remove and dispose of cutting debris to the satisfaction of City for those trees, shrubs, or brush on the Drain Line Easement. SECTION 3. Non-Exclusive Rights/Priority Rights 3.1 The Site License is not exclusive and nothing herein contained shall be construed to prevent City from granting other like or similar permissions or privileges within the Drain Line Easement to any other person, firm or corporation, or to deny to or lessen the powers and privileges granted to City under the City Charter, the Colorado Constitution and laws of the State of Colorado. 3.2 Any and all rights granted to Licensee under this Agreement, which shall be exercised at Licensee’s sole cost and expense, shall be subject to the prior and continuing right of City to use the Drain Line Easement exclusively or concurrently, with any other person or entity and shall be further subject to all deeds, easements, dedications, conditions, covenants, restrictions, encumbrances, and claims of title which may affect the Drain Line Easement. 3.3 Any right or privilege claimed pursuant to this Agreement by Licensee for any use of any right- of-way shall be subordinate to: A) any prior or subsequent lawful occupancy or use thereof by the City or any other governmental entity; B) any prior lawful occupancy or use thereof by any other person; C) and to any prior easements therein, provided however, that nothing herein shall extinguish or otherwise interfere with property rights established independently of this Agreement. The rights and privileges granted in this Agreement shall be subject to prior agreements, licenses and/or grants, recorded or unrecorded, and it shall be the Licensee’s sole responsibility to determine the existence of said documents or conflicting uses or installations. 3.4 There is hereby reserved to the City every right and power required pursuant to this Agreement that is reserved. Licensee by its execution of this Agreement agrees to be bound thereby and to comply with any lawful action of the City in its exercise of such rights or power pursuant to the Drain Line Easement. Neither the granting of any Agreement nor any provision hereof shall constitute a waiver or bar to the exercise of any lawful governmental right or power of City. 3.5 By executing this Agreement, the City does not waive any rights that it may have against any public utility or other property owner to require that such owners obtain prior approval from the City for such uses of the Drain Line Easement, or that revenues received by any public utility or other property owner from Licensee, by virtue of Licensee’s use of the Drain Line Easement be included in the computation of any use agreement fees owed by such parties to the City. 3.6 Nothing in this Agreement shall be construed to prevent the City from abandoning, altering, improving, repairing, or maintaining its facilities and/or the Drain Line Easement, and for that purpose to require Licensee, at no expense to the City, to remove, relocate or abandon in place Licensee’s Facilities in order to accommodate the activities of the City at Licensee’s expense. The City shall not be liable for lost revenues sustained by Licensee, however caused, because of damage, modification, alteration, or destruction of its Facilities in the Drain Line Easement, when Page 363 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 5 of 19 (303) 762-2300 | www.englewoodco.gov such costs or lost revenues result from the construction, operation, and/or maintenance of City facilities and/or the Drain Line Easement, provided that the activities resulting in such costs or lost revenues are conducted in accordance with applicable laws and regulations. SECTION 4. Regulatory Conditions Relating to Easement Usage 4.1 For purposes of this Agreement, whenever work is done in the Drain Line Easement relating to this Agreement, Licensee agrees that it is solely responsible for the acts, errors, omissions, and any negligence of its Contractors and that the obligations of Sections 4 and 5 are imposed on both Licensee and any of its Contractors, who will be considered Licensee’s agents and for whom Licensee will be responsible. 4.2 Licensee is solely and completely responsible for ensuring that its Facilities are managed, installed, operated and/or maintained in accordance with applicable law. 4.3 Licensee’s use of the Drain Line Easement and easements under the control of the City shall be according to plans attached to a Site License and approved by the City as submitted, provided that such approval shall not be unreasonably withheld or delayed. 4.4 Licensee’s Facilities to be operated, maintained, upgraded and removed hereunder shall be located or relocated so as to interfere as little as possible with the operation and maintenance of Drain Line or other authorized uses within the Drain Line Easement and easements. 4.5 Licensee and its agents shall be subject to the City’s exercise of such regulatory and other powers within the Drain Line Easement as it now has or may later obtain, and Licensee may not waive the application of the same. City shall have supervision over any Facilities located within or on the Drain Line Easement. 4.6 Clean Up. Licensee and/or its Contractor(s) shall, during maintenance or relocation or removal of the Facilities and upon completion of such work, remove all temporary construction materials and equipment, debris, and unused materials provided for in the work, and put the work site and the Drain Line Easement in a safe, neat, and clean condition. 4.7 Graffiti Removal. Licensee shall at all times keep and maintain its Facilities free of all graffiti. City shall notify Licensee in writing if graffiti is on the Facilities. If Licensee fails to remove the graffiti within thirty (30) days after notice in writing is received, City shall have the right to remove any graffiti present. Licensee shall reimburse City for all costs directly attributable to such abatement within thirty (30) days of City’s presenting Licensee with a statement of such costs. 4.8 Safety. Licensee and Licensee’s Contractor(s) shall be solely and completely responsible for the conditions of any job site where the Facilities are being placed, including safety of all persons (including employees) and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. Safety provisions shall conform to all applicable federal (including OSHA), state, county, and local laws, ordinances, codes, and regulations. Where any of these are in conflict, the more stringent requirement shall be followed. Page 364 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 6 of 19 (303) 762-2300 | www.englewoodco.gov Licensee’s failure to thoroughly familiarize itself with the aforementioned safety provisions shall not relieve Licensee from compliance with these provisions. 4.9 Damage. If Licensee damages City or private property, Licensee shall promptly, at its own expense, and in a manner acceptable to the City, repair the damage. If Licensee fails to do so, the property owner may repair the damage at its own expense, and Licensee shall reimburse the property owner within thirty (30) days of invoicing. SECTION 5. Plan Approval, Permits, and Inspection 5.1 No Facilities shall be installed, constructed, replaced, located on, or attached to any property within the Drain Line Easement until a Site License (attached as Exhibit A) from the City has been approved and executed. Additionally, Licensee and its Contractor(s) shall comply with all applicable law governing the Drain Line Easement. All rights hereunder are granted under the express condition that the City shall have the power at any time to impose lawful restrictions and limitations upon, and to make regulations as to Licensee’s use of the Drain Line Easement as may be deemed best for the public interest, safety, or welfare to the same extent that such restrictions and limitations are applied to all non-governmental users of the Drain Line Easement. 5.2 Licensee shall submit the applicable details, plans, and specifications for City review and approval prior to any and all construction work performed pursuant to the rights granted under this Agreement. Licensee and/or its Contractor(s) shall abide by all stipulations of the Site License issued. If Licensee desires to change the location of any Facilities, including any related Facilities from that set forth in the Site License, Licensee shall apply for and obtain approval for an amendment to the Site License prior to installation or construction. 5.3 City will approve or deny such Site Licenses based on the availability of space at the location sought by Licensee, safety, and other considerations in accordance with applicable law. Licensee and/or its Contractor(s) shall comply with the terms of any Site License. 5.4 Any new underground facilities placed in the Drain Line Easement will be constructed using industry standard horizontal directional drilling and trenching construction methods. Licensee and/or its Contractor(s) installations will be done using industry standard practices and in full compliance with any applicable Site License. 5.5 If Licensee desires to change the components of the Facilities that will impact the Drain Line Easement, written approval of such change must be obtained from the City. 5.6 The City shall have the right to inspect all construction or installation work performed subject to the provisions of this Agreement and to make such tests as it shall find necessary to meet City standards to ensure compliance with the terms of this Agreement and other applicable law. 5.7 Licensee shall also provide and identify a representative, such as a project manager, who shall be the contact person for the City during any construction periods. The Licensee shall provide a contact number for emergencies that occur outside of regular business hours and shall provide this contact number to the City in advance of each construction activity/permitted installation. Page 365 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 7 of 19 (303) 762-2300 | www.englewoodco.gov 5.8 Whenever Licensee or its Contractors shall cause any opening or alteration to be made for any purpose in any public streets, or public places, the opening or alteration shall be completed and restored with due diligence within seven (7) business days. Licensee shall upon the completion of the opening or alteration, restore the property, improvements or landscaping disturbed by Licensee or its Contractors to a condition substantially comparable to the condition before the opening or alteration and the restoration shall be performed with due diligence within a reasonably prompt time. SECTION 6. Maintenance/Modifications 6.1 Maintenance of all Facilities shall be performed by Licensee at Licensee’s sole cost and expense. Licensee will be responsible for obtaining the appropriate approvals for work in the Drain Line Easement in order to access the Facilities. 6.2 Licensee will perform routine maintenance and repair of all Facilities in accordance with applicable law. 6.3 Damaged or deteriorated components must be corrected within forty-eight (48) hours of notification. If the components are taken out of service, Licensee must remove them within five (5) business days of being taken out of service. 6.4 Any upgrade and/or modification to the Facilities, other than a like for like replacement, will need specific approval from the City and require Licensee to submit the information required. Any approval required from the City must be obtained in writing from the City Manager or their designee. SECTION 7. Traffic Control 7.1 Licensee shall have the full responsibility and liability for any traffic control for work performed by Licensee or its Contractors. SECTION 8. Hazardous Substances 8.1 Licensee agrees it will not produce, dispose, transport, treat, use, generate, store any Hazardous Substances on, under, about or within the area of the Drain Line Easement in violation of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. § 9601, et. seq.; the Resource Conservation and Recovery Act., 42 U.S.C. § 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; or any other federal, state, county, or local law or regulation. Licensee may not use the Drain Line Easement in a manner that would require a permit or approval related to Hazardous Substances from any governmental agency other than the City. Licensee will pay, indemnify, defend and hold City harmless against any loss or liability incurred by reason of any Hazardous Substance produced, disposed of, or used by Licensee pursuant to this Agreement, to the extent permitted by Colorado law, and must immediately notify City of any Hazardous Substance discovered at any time that is unlawfully present upon the Drain Line Easement. Licensee will ensure that any on-site or off-site storage, treatment, transportation, Page 366 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 8 of 19 (303) 762-2300 | www.englewoodco.gov disposal or other handling of Hazardous Substance will be performed by persons who are properly trained, authorized, licensed and otherwise permitted to perform those services. 8.2 Licensee understands the hazards presented to persons, property, and the environment by dealing with Hazardous Substances. Licensee acknowledges the possibility that the Drain Line Easement may contain actual or presumed asbestos and other Hazardous Substances containing materials. SECTION 9. On-Call Assistance Licensee shall be available to employees of any City department having jurisdiction over Licensee’s activities twenty-four (24) hours a day, seven (7) days a week, regarding problems or complaints resulting from the operation, maintenance, or removal of its Facilities, at the phone number provided below. Licensee shall use reasonable efforts to respond to any issues within the time frames specified in this Agreement. Licensee shall handle or otherwise make arrangements to address any necessary problems or complaints that require a physical presence. SECTION 10. Mapping Requirement 10.1 Licensee shall maintain Record Drawings of its Facilities located within the Drain Line Easement and furnish a copy electronically in an electronic-compatible mapping format (in a mapping format compatible with the current City electronic mapping format as specified by the City). Upon completion of new or relocation construction of underground Facilities in the Drain Line Easement, Licensee shall create and maintain precise, up-to-date maps of all Facilities located in the Drain Line Easement and precise and verifiable horizontal and vertical location information and will make this information available to the City upon the installation of any new Facilities. Licensee will also provide surface-location marking of any of Licensee’s Facilities that are located underground within the Drain Line Easement within ten (10) business days of installation. 10.2 In the event Licensee fails to supply records in the City specified format and there is a cost to the City in converting Licensee-provided files, Licensee will be responsible for the conversion costs and will pay such reasonable costs within thirty (30) days of the City invoicing the amount due. SECTION 11. Relocation 11.1 Licensee shall relocate at no expense to the City any Facilities or other encroachment installed or maintained in, on or under the Drain Line Easement, as may be necessary to facilitate improvements to the Drain Line within the Use Area. 11.2 Licensee agrees to notify the City and seek necessary approvals prior to removing, abandoning, relocating, or reconstructing of any portion of its Facilities in, on or under the Drain Line Easement. Notwithstanding the foregoing, City understands and acknowledges there may be instances when Licensee is required to make repairs that are of an emergency nature or in connection with an unscheduled disruption of the Facilities. Licensee will maintain any necessary approvals required by the City for such maintenance and emergency repairs. Licensee will notify Page 367 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 9 of 19 (303) 762-2300 | www.englewoodco.gov City before the repairs and will apply for and obtain the necessary approvals in a reasonable time after notification. 11.3 If the City needs to perform any part of the necessary relocation or removal work that has not been done within the time required by the City, Licensee shall reimburse the City for reasonable costs within thirty (30) days of City invoicing. SECTION 12. Damage to Public Property 12.1 Whenever the installation, use, maintenance, removal, or relocation of any of Licensee’s Facilities is required or permitted under this Agreement, and such installation, removal, or relocation damages or disturbs the surface or subsurface of the Drain Line Easement or public property or the public improvement located thereon, therein, or thereunder, however such damage or disturbance was caused, Licensee, at its sole cost and expense, shall promptly restore the surface or subsurface of the Drain Line Easement or public property and/or repair or replace the surface, subsurface and/or public improvement therein, or thereunder, in as good a condition as before in accordance with applicable laws, normal wear and tear excepted, reasonably satisfactory to the City. If Licensee does not repair the damage or disturbance as just described, then City shall have the option, upon fifteen (15) days prior written notice to Licensee, to perform or cause to be performed such reasonable and necessary work on behalf of Licensee and to charge Licensee for the actual costs incurred by the City at City’s standard rates. 12.2 Notwithstanding the notice provision above, in the event of a Public Emergency, the City shall have the right to immediately perform, without prior written notice to Licensee, such reasonable and necessary work on behalf of Licensee to repair and return public property to a safe and satisfactory condition in accordance with applicable laws, normal wear and tear excepted, reasonably satisfactory to the City. The City shall provide written notice to Licensee of the repairs as soon as practicable after the work has begun. Licensee agrees that any severed or damaged portion of the Drain Line must be completely repaired or replaced. If the City needs to perform any part of the necessary repairs, relocation and/or removal work, it shall be entitled to seek payment for such repairs, relocation and/or removal costs from Licensee. 12.3 Upon the receipt of a demand for payment by City, Licensee shall promptly reimburse City for such reasonable costs. SECTION 13. Public Emergency Disruption by City The City shall have the right, because of a Public Emergency, as it relates to the Drain Line, to alter, relocate, sever, disrupt, remove, tear out, dig up, or otherwise damage and/or destroy Facilities of Licensee without any prior notice to Licensee, if the action is deemed necessary by either the City Manager, Police Chief, City Engineer, or Director of Utilities or designee. In such event, neither the City nor any agent, contractor or employee of City shall be liable to Licensee, its Contractors or its customers or their parties for any harm so caused to them or the Facilities. When practical and if possible, City will consult with Licensee in advance to assess the necessity of such actions and to minimize to the extent practical under the circumstances damage to and disruption of operation of the Facilities. City shall inform Licensee of any actions taken. Licensee Page 368 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 10 of 19 (303) 762-2300 | www.englewoodco.gov shall be responsible for repair at its sole expense of any of its Facilities damaged pursuant to any such action taken by City. SECTION 14. Public Safety 14.1 If any of Licensee’s Facilities or activities present any immediate hazard or impediment to the public, to the City, to other improvements or activities within or outside of the Drain Line Easement, or to City’s ability to safely and conveniently operate the Drain Line Easement or perform City’s utility, public safety and/or other public health, safety, and welfare functions, then Licensee shall immediately remedy the hazard, comply with City’s request to secure the area, and otherwise cooperate with City at no expense to City to remove any such hazard or impediment. 14.2 In the event that the Licensee is unable to remedy the hazard, then the City may make necessary repairs to eliminate any safety hazards, at Licensee’s sole expense. SECTION 15. City’s Reserved Rights Any applicable zoning processes, building permit processes, right-of-way management policies, and similar regulatory requirements that apply to Licensee’s Facilities and/or related Facilities are completely separate from the plans approval processes under this Agreement. Licensee’s satisfaction of any regulatory requirement does not substitute for compliance with any requirement of this Agreement or constitute approval of any plans for the purposes of this Agreement. SECTION 16. Non-use/Abandonment of the Facilities 16.1 An “Abandoned Facility” means a Facility no longer in service or physically disconnected. If Licensee ceases to provide services or abandons use of any of its Facilities for more than one (1) year, the Facility shall be deemed an Abandoned Facility and Licensee shall notify the City. The City may require Licensee, to the reasonable satisfaction of the City and without cost or expense to the City, to remove the Facilities and to restore the public property and Drain Line Easement to a reasonable condition under the supervision of the City within six (6) months of abandonment. 16.2 Title to any and all personal property installed by Licensee upon the Drain Line Easement that is not timely removed shall automatically vest in City, at City’s sole option. 16.3 Upon abandonment of any right or privilege herein granted, the right of Licensee to that extent shall terminate. SECTION 17. Contractors 17.1 The specific independent Contractors identified and used by Licensee for the construction activities to expand and extend Licensee’s Facilities and Use Area shall be provided to and approved by the City prior to issuance of any Site License, such approval shall not be unreasonably withheld, delayed, conditioned, or denied. Any Contractors performing construction work within Page 369 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 11 of 19 (303) 762-2300 | www.englewoodco.gov the Drain Line Easement or public easements shall comply with licensing requirements applicable to Colorado contractors. 17.2 Each Contractor shall have the same obligations with respect to its work as Licensee would have if Licensee performed the work. Licensee shall be responsible for ensuring that the work of its Contractors is performed consistent with this Agreement and other applicable law, shall be responsible for acts or omissions of its Contractors under this Agreement, shall be responsible for promptly correcting acts or omissions by its Contractors, and shall implement a quality control program to ensure that the work contemplated by this Agreement is performed. 17.3 Licensee shall furnish separate certificates and endorsements for each independent Contractor. All coverages for independent Contractors shall be subject to substantially similar requirements stated herein for Licensee. 17.4 Compliance with the Immigration Reform and Control Act of 1986. Licensee certifies that Licensee has complied with the United States Immigration Reform and Control Act of 1986. All persons employed by Licensee to perform this contract have completed and signed Form I-9 verifying their identities and authorization for employment. SECTION 18. Limitation of Liability 18.1 Licensee expressly acknowledges that Licensee’s Facilities are exposed to many risks beyond the reasonable control of City, including acts of God or the public enemy, such as but not limited to, wind, rain, sleet, ice, floods, fire, riots, sabotage, expropriation, or confiscation of facilities. Except as expressly provided in this Agreement, Licensee shall assume all risk of loss to Facilities that may arise in connection with these hazards. 18.2 CITY HEREBY DISCLAIMS ANY REPRESENTATIONS AND/OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRESENT OR FUTURE SUITABILITY OF CITY RIGHT OF WAY AND/OR THE FACILITIES(S) FOR LICENSEE’S INTENDED PURPOSE. 18.3 Licensee acknowledges and agrees that Licensee bears all risk of loss or damage to the Facilities installed in the Drain Line Easement pursuant to this Agreement from any cause, except for the cost of repairs to damaged Facilities to the extent caused by the negligence or willful misconduct of the City and not covered by the Licensee’s insurance. IN NO EVENT, HOWEVER, SHALL CITY BE LIABLE TO LICENSEE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES RESULTING FROM ANY LOSS OR DAMAGE TO LICENSEE’S FACILITIES, REGARDLESS OF WHETHER THE CITY WAS ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE LEGAL THEORY OR BASIS FOR SUCH CLAIM. 18.4 The City and its officers, agents, elected or appointed officials, employees, departments, boards, and commissions shall not be liable to Licensee or to its affiliates or customers for any interference with or disruption in the operations of Licensee’s Facilities or the provision of services, or for any damages arising out of or materially related to Licensee’s use of the Drain Line Page 370 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 12 of 19 (303) 762-2300 | www.englewoodco.gov Easement, except to the extent of intentional misconduct or gross negligence on the part of the City, its officers, agents, elected or appointed officials, employees, departments, boards and commissions. 18.5 Licensee also agrees that it shall have no recourse whatsoever against the City or its officials, boards, commissions, agents or employees for any loss, costs, expense, or damages arising out of or materially related to any provision or requirement of the City because of the enforcement of this Agreement. SECTION 19. Term and Renewal 19.1 This Agreement shall be effective as of the date of approval of the Agreement by the City (the “Effective Date”) and unless sooner terminated in accordance with other provisions of this Agreement, shall continue in effect for a period of 20 years. 19.2 The term of this Agreement shall automatically be extended for two (2) additional 10-year renewal terms, unless Licensee gives written notice of its intent to terminate the Agreement no later than six (6) months prior to the end of the Initial Term or Renewal Term (as applicable). The word “Term” will refer to both the Initial Term and any Renewal Term(s). 19.3 Licensee may terminate any Site License at any time during any Site License Term upon ninety (90) days prior written notice. However, Licensee does not have the right to terminate any time after an event of default by Licensee has occurred (or an event has occurred that would become a default after passage of time or giving of notice). Termination of any Site License shall not affect Licensee’s liabilities and obligations incurred under such Site License prior to the effective date of such termination. SECTION 20. Termination by Licensee 20.1 Licensee may terminate this Agreement prior to its date of expiration by providing the City with ninety (90) days written notice and only upon making arrangements satisfactory with the City to remove all Licensee’s Facilities from the Drain Line Easement, unless the City agrees in writing to allow Licensee to abandon part or all of its Facilities in place. If the City agrees to allow Licensee to abandon its Facilities in place, the ownership of such Facilities, including everything permitted by City to be abandoned in place, shall, at the City’s option, transfer to City and Licensee shall cooperate to execute any documents necessary to accomplish such transfer within thirty (30) days of such allowance of abandonment. 20.2 Unless the City has consented to allow Licensee to abandon part or all of its Facilities in place, upon termination of this Agreement, Licensee shall remove all of its Facilities within ninety (90) days. SECTION 21. Conflicts Between Applicable Law and Contracting Documents Page 371 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 13 of 19 (303) 762-2300 | www.englewoodco.gov In the event of any conflict between the Site License and this Agreement, and any Exhibits to this Agreement including any Site License, the controlling authority shall be first this Agreement; and second, any Exhibit to this Agreement/Site License. SECTION 22. Termination by City 22.1 City may, in addition to seeking any other remedy available to it, terminate this Agreement to occupy space in the Drain Line Easement if Licensee neglects or refuses to comply with any of the provisions of this Agreement beyond all applicable cure periods and fails within thirty (30) days after written notice from City to correct such neglect, refusal, or default provided Licensee shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and Licensee commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. In the event any default is limited solely to one or more Site Licenses, but not the Agreement as a whole, the City’s termination right shall be limited to those Site Licenses under which Licensee is in default beyond any applicable cure period. 22.2 Licensee’s failure to pay any amounts owed to the City after notice of such deficiency and the opportunity to cure as provided by this Agreement shall be cause for the City to terminate the applicable Site License. 22.3 Licensee’s failure to operate its Facilities (except during specific periods expressly excused by this Agreement) once installed for a period of two (2) months within any twelve (12) month period will be grounds for the termination of the Site License at that location upon sixty (60) days’ notice to Licensee, unless within such sixty (60) day period Licensee commences the use of such Facilities. 22.4 This Agreement shall terminate, without notice, (i) upon the institution by or against either Party of insolvency, receivership, or bankruptcy proceeding or any other proceedings for the settlement of either Party’s debts, (ii) upon either Party making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution or ceasing to do business. SECTION 23. Licensee’s Records 23.1 During the entire term of this Agreement, Licensee shall keep records and provide information to the City upon request relating to the status of the construction, repair, location, or relocation of Licensee’s Facilities. 23.2 If necessary for the City to determine Licensee’s compliance with the terms of this Agreement or other applicable law, within ten (10) days of written notice by City of a request for disclosure, Licensee shall provide relevant documentation as requested by City, respond to questions, and produce relevant books and records for the City’s inspection and copying. Such records shall be available to City at Licensee’s most proximate place of business within Colorado. Licensee shall also require its employees, agents, and accountants to give their full cooperation and assistance in connection with City’s access to such records. Page 372 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 14 of 19 (303) 762-2300 | www.englewoodco.gov SECTION 24. Penalties for Violation of Terms 24.1 The City may pursue any remedy at law, including but not limited to injunctive relief, civil trespass, and withholding other City authorizations until Licensee complies with the terms of the Agreement or the applicable law. 24.2 Such remedies are cumulative and may be pursued in the alternative. SECTION 25. NOTICE 25.1 All notices, which shall or may be given pursuant to this Agreement and shall be effective on receipt, shall be in writing and transmitted through both email and US Mail, postage prepaid as follows: CITY OF ENGLEWOOD: City of Englewood – Utilities Department Email: utilities@englewoodco.gov 1000 Englewood Parkway Englewood, Colorado 80110-2373 With copies to: Englewood City Attorney’s Office cao@englewoodco.gov 1000 Englewood Parkway Englewood, Colorado 80110-2373 LICENSEE: Toll Southwest, LLC 71 E. Belleview Ave. Suite 200 Greenwood Village, CO 80111 After-hours emergency phone: 303-708-0730 25.2 Either party may from time to time designate any other address for this purpose by written notice to the other party in the manner set forth above. 25.3 Licensee shall notify the City within ten (10) business days of any change in mailing address. SECTION 26. Governing Law 26.1 It is mutually understood and agreed that this Agreement shall be governed by the laws of the State of Colorado, both as to interpretation and performance. Any action at law, suit in equity, or judicial proceeding for the enforcement of this Agreement or any provision thereof shall be instituted only in the courts located within Arapahoe County, Colorado, including federal court. Page 373 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 15 of 19 (303) 762-2300 | www.englewoodco.gov 26.2 Provisions Required By Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this contract shall be deemed to be inserted herein and this Agreement shall be read and enforced as though it were included therein. SECTION 27. Partial Invalidity If any section, paragraph, subdivision, clause, phrase, or provision of this Agreement shall be adjudged invalid or unenforceable, or is preempted by federal or state laws or regulations, the same shall not affect the validity of this Agreement as a whole or any part of the provisions of this Agreement other than the part adjudged to be invalid, unenforceable, or preempted. SECTION 28. Non-Waiver Licensee shall not be excused from complying with any of the terms and conditions of this Agreement by any failure of the City upon any one or more occasions to insist upon or to seek compliance with any such terms or conditions. SECTION 29. Force Majeure With respect to any provision of this Agreement, the violation or non-compliance of which could result in the imposition of a financial penalty, forfeiture or other sanction upon Licensee, such violation or non- compliance shall be excused where such violation or non-compliance is the result of acts of God, war, civil disturbance, strike or other labor unrest, or other events, the occurrence of which was not reasonably foreseeable by Licensee and is beyond its reasonable control. SECTION 30. Dispute Resolution 30.1 If any dispute or claim arises out of the interpretation, performance or breach of this Agreement, the Parties agree that upon the written demand of either Party, they will meet within two (2) weeks of such demand to attempt in good faith to resolve the dispute. The meeting will be attended by representatives of both Parties having the authority to resolve the dispute. 30.2 Notwithstanding the provisions of Englewood Municipal Code Section 4-1-3-4(D)(8), if the dispute is not resolved within a reasonable time, the disputing Parties are free to use other remedies upon mutual written consent, such as mediation or nonbinding arbitration. Absent mutual agreement, the Parties may pursue litigation to resolve the dispute. SECTION 31. Amendments, Modifications or Supplements This Agreement may not be amended, modified, or supplemented except by an authorized representative of each party in a written agreement signed by both Parties. The City Manager or designee shall be considered an authorized representative for the City. SECTION 32. Exhibits Page 374 of 972 Page 375 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 17 of 19 (303) 762-2300 | www.englewoodco.gov EXHIBIT A: SITE-SPECIFIC LICENSE FOR DRAIN LINE CROSSING AGREEMENT This Site-Specific License (“Site License”), issued this _______ day of _____________________, 20__ (“Effective Date”) between the City of Englewood, with an address of 1000 Englewood Parkway, Englewood, Colorado 80110, hereinafter referred to as “City” and Toll Southwest, LLC hereinafter referred to as “Licensee”. 1. Site License. This is a Site License as referenced in the Drain Line Crossing Agreement for the use of the City’s Drain Line Easement in connection with Licensee’s Facilities, between the City and Licensee dated ___________ ____, 20_____, and recorded in Clerk and Recorder of ________________ County, Reception No. _______________(the “Agreement”). All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement. In the event of a contradiction, modification or inconsistency between the terms of the Agreement, and this Site License, the terms of the Agreement shall govern. Capitalized terms used in this Site License shall have the same meaning as set forth in the Agreement unless otherwise indicated herein. 2. Project Description and Locations. Licensee shall have the right to operate and maintain its Facilities at the designated areas in the Drain Line Easement as further described in Exhibit A- 1 attached hereto, which provides the Site Plan for this Site-Specific License, and a description of the Use Area and Equipment/Facilities (the “Use Area and Description of Facilities”). 3. Term/Termination. The term of this Site License shall be twenty (20) years from the date of execution of the Drain Line Crossing Agreement, and as that term may be renewed in accordance with the Drain Line Crossing Agreement. 4. Fees. No fee shall be required for this Site-Specific License. 5. Commencement Date. The Commencement Date for Licensee’s operations and maintenance of the Facilities shall be the date upon which this Site License is issued by the City (“Site License Commencement Date”). 6. Approvals. It is understood and agreed that Licensee’s ability to use the Use Area is contingent upon its obtaining all of the certificates, permits and other approvals (collectively “Government Approvals”) that may be required by any Federal, State, or Local authorities. In the event that (i) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to Licensee is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; (iii) Licensee determines that such Governmental Approvals may not be obtained in a timely manner; or (iv) Licensee determines that the Use Area is no longer technically compatible for its use, Licensee shall have the right to terminate this Site License. Notice of the Licensee’s exercise of its right to terminate shall be given pursuant to the Agreement. Any payments made by Licensee under the Agreement or this Page 376 of 972 Page 377 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 19 of 19 (303) 762-2300 | www.englewoodco.gov EXHIBIT A-1 Site Plan for Site-Specific License Providing Use Area, Equipment, and Description of Facilities Operation, and maintenance of an irrigation line that crosses above the existing Drain Line. Bottom of 2” irrigation line will be a minimum 1.9’ above the top of the Drain Line. The extents of the use area shall be within the 25-ft easement surrounding the centerline of City Ditch. Page 378 of 972 Page 379 of 972 Page 380 of 972 Page 381 of 972 Drain Line Temporary Construction Easement Page 1 of 3 DRAIN LINE TEMPORARY CONSTRUCTION EASEMENT (Santa Fe Park Development, Crossing #4B – 2” Irrigation Line) This Drain Line Temporary Construction Easement ("Temporary Easement") is entered into this _______ day of _________________________, 20___, by and between the City of Englewood, Colorado, a municipal corporation of the State of Colorado (“Grantor”), and Toll Southwest LLC, a Delaware limited liability company (“Toll” or “Grantee”). These entities may be individually referred to as the “Party” or collectively referred to herein as the “Parties”. WHEREAS, the City of Englewood owns an Easement for the Drain Line (“Drain Line Easement”), and operates a water drain line that drains water from McLellan Reservoir to the South Platte River as a necessary part of Englewood’s water rights operations and to ensure safe operation of McLellan Reservoir, that is located as described in the attached Exhibit A. WHEREAS, Toll desires to install a 2” Irrigation Line within the Drain Line Easement, pursuant to a license between the Parties. NOW THEREFORE, in consideration of the mutual covenants of the Parties, more particularly hereinafter set forth, the adequacy and sufficiency of which are hereby acknowledged, it is agreed as follows: 1. Temporary Construction Easement. Englewood, as Grantor, hereby grants to Toll, as Grantee, its successors, assigns, contractors, and sub-contractors, a non-exclusive temporary construction easement through, over, under, and across the Drain Line Easement for the installation, repair, or replacement of a 2” Irrigation Line as described in a separate Drain Line Crossing Agreement between Englewood and Toll Southwest LLC dated _______, 2024 (the “Project”). Except as specifically authorized in writing, Grantee shall not interfere with, obstruct, modify, or otherwise in any way impact the Grantor’s use of Drain Line. 2. Term of Easement. The Project will begin no sooner than January 2, 2025, and will be completed no later than December 31st, 2026. Prior to commencement of construction, the Grantee will physically locate Drain Line using non-destructive excavation methods (potholing with hydro/air vacuum) and provide the resulting information to the Grantor. The Grantee will also provide construction plans and specifications for the Grantor’s review and approval prior to commencement of construction. Completion of the Project will be deemed to have occurred upon the occurrence of both (1) the inspection and approval of the Project by Grantor and (2) the acceptance of the Project by the Toll Southwest LLC and this Temporary Easement will be deemed to have terminated upon such completion. 3. Access. Grantee shall have the temporary non-exclusive right to enter the Drain Line Easement for any reasonable purpose necessary or prudent for the construction of the Project subject to the following restrictions: 1) normal working hours shall be consistent with City of Littleton construction hours, Monday through Friday; and 2) the operation of equipment and heavy Page 382 of 972 Drain Line Temporary Construction Easement Page 2 of 3 trucks will be permitted on the Englewood Drain Line Easement only during normal working hours. 4. Restoration. Before completion of the Project, Grantee will perform such restoration and regrading as is necessary to restore the surface area of the Drain Line Easement to its original condition. 5. Liability. Grantee hereby acknowledges that it understands that there may be water flowing in the Drain Line year-round, and that Grantee will assume liability for any damage to Drain Line or adjoining property caused by water flow resulting from damage to the Drain Line caused by the Grantee’s construction activities. 6. Insurance. Grantee shall, at its sole cost and expense, maintain in full force and effect a valid commercial general liability policy of insurance for the Project providing coverage for bodily injury or death to one or more persons with a limit of not less than one million dollars ($1,000,000.00) per occurrence and five hundred thousand dollars ($500,000) per occurrence for damage to or destruction of property. Grantee further agrees that all its employees working on the Project shall be covered by adequate Workers’ Compensation Insurance. Grantee further agrees to require each of its contractors and their subcontractors working on the Project to obtain adequate liability insurance that includes Grantor and Workers’ Compensation Insurance in the minimum amounts as required by applicable law. Any contractor or subcontractor shall be required to indemnify Grantor. 7. Assignment. This Temporary Construction Easement is assignable only with the written permission of the Grantor, which permission will not be unreasonably withheld, conditioned, or delayed. 8. Incorporation by Reference. This Temporary Easement is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference and shall supersede any apparently conflicting provision otherwise contained in this Temporary Easement. 9. In granting the above authorization, Grantor reserves the right to make full use of the property involved as may be necessary or convenient in operation of the water supply system under control of Englewood. IN WITNESS WHEREOF, the Parties hereto have executed this Temporary Construction Easement on the day and year first written above. Page 383 of 972 Page 384 of 972 Page 385 of 972 Page 386 of 972 Page 387 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 1 of 19 (303) 762-2300 | www.englewoodco.gov DRAIN LINE CROSSING AGREEMENT (Santa Fe Park Development, Crossing # 5– Private Electric Line) This Drain Line Crossing Agreement (“Agreement”) is effective as of the day of __________________, 2024 and is between the City of Englewood, a Colorado municipal corporation (“City”) and the Toll Southwest LLC (“Licensee”). RECITALS A. The City owns and operates a drain line known as the McLellan Reservoir Drain Line that operates as a water drain line that drains water from McLellan Reservoir to the South Platte River as a necessary part of Englewood’s water rights operations and to ensure safe operation of McLellan Reservoir (“Drain Line”); and B. The City owns an Easement for the Drain Line (“Drain Line Easement”) where it crosses property owned by Toll Southwest, LLC located in the City of Littleton that is shown on the Relinquishment and Grant of Easements, recorded September 15, 2023 at Reception No. E3063829; and C. The City is authorized to manage and use the Drain Line Easement and otherwise regulate the installation of devices/structures within the Drain Line Easement pursuant to applicable law, its authority as the owner of the right-of-way and owner and operator of the ditch, and its other governmental powers and authority; and D. Toll Southwest, LLC desires to install an private electric line over a portion of the Drain Line Easement in the Exhibit A pursuant to a separate temporary construction easement with Englewood dated _________, 2024; and E. Licensee desires to own, operate, and maintain the electric line following its installation by Toll Southwest, LLC; and F. Licensee desires to use the Drain Line Easement as described above; and G. Licensee agrees to secure the appropriate licenses, encroachments, and other permits required by applicable law for the proposed use; and H. Licensee agrees that the operation and maintenance of its electric line will not endanger the Drain Line or any related lateral or subjacent support to said Drain Line; and I. The City is willing to grant Licensee permission to use the Drain Line Easement for operation and maintenance of the electric line subject to the terms and conditions described herein and other applicable law; and Page 388 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 2 of 19 (303) 762-2300 | www.englewoodco.gov J. The City, without any warranty of its title or interest whatsoever, hereby authorizes Licensee to operate, maintain, repair, and replace the electric line crossing the Drain Line Easement pursuant to this Agreement and applicable law. NOW, THEREFORE AND IN CONSIDERATION of mutual covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: SECTION 1. Definitions Affiliate means any person or entity controlling, controlled by, or under the common control with Licensee. Claim(s) means and includes allegations, assessments, taxes, impositions, proceedings, liabilities, obligations, losses, claims of personal injury, bodily injury, sickness, disease, death, property damage, destruction, loss of use, financial harm, or other impairment, penalties, fines, damages, suits, actions, payments, judgments, demands, expenses and costs, including, but not limited to, attorney’s fees incurred through all appeals. Facilities means anything installed by Toll Southwest, LLC or Licensee in the Drain Line Easement under this Agreement or the related temporary construction easement between Toll Southwest, LLC and Englewood. The term “Facilities” includes but is not limited to the electric line and any existing or new related infrastructure installed, operated, or maintained by Licensee over the Drain Line Easement. Hazardous Substance means any substance, chemical or waste that is identified as hazardous or toxic in any applicable federal, state or local law or regulation, including but not limited to petroleum products and asbestos. Parties collectively mean the City of Englewood and Licensee. Public Emergency means any condition which, in the opinion of City officials, poses an immediate threat to the lives or property of the citizens of Englewood or others caused by any natural or man-made disaster, including but not limited to, storms, floods, fire, accidents, explosions, major water main breaks, hazardous material spills, etc. Site License means, as applicable, any site-specific license issued to Licensee pursuant to the terms of this Agreement, attached as Exhibit A hereto. Use Area means the portions of the Drain Line Easement designated on a Site Plan or other plan (as defined in the applicable exhibit) that Licensee is allowed to use and/or occupy under a Site License and pursuant to this Agreement. SECTION 2. Permission to Use Drain Line Easement Page 389 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 3 of 19 (303) 762-2300 | www.englewoodco.gov 2.1 The City shall have the right to maintain, install, repair, remove or relocate the Drain Line or any other of its facilities or installations within the Drain Line Easement, at any time and in such manner as the City deems necessary or convenient. The City reserves the exclusive right to control all installations and construction within the Drain Line Easement. Except as specifically authorized in writing, Licensee shall not interfere with, obstruct, modify, or otherwise in any way impact the City’s use of Drain Line. In the event Licensee’s Facilities should interfere with any future use of the Drain Line Easement by the City, the Licensee shall, upon request and at its sole expense, relocate, rearrange, or remove its installations so as not to interfere with any such use. In granting this authorization, the City reserves the right to make full use of the Drain Line Easement as may be necessary or convenient in the operation of the drain line and the City’s water system. 2.2 Subject to the provisions of this Agreement and applicable law, City hereby grants to Licensee permission to use designated portions of the Drain Line Easement subject to and conditioned upon Licensee’s full, timely, complete and faithful performance of all obligations to be performed or required hereunder by Licensee, and Licensee hereby accepts the terms and conditions of this Agreement. It is the responsibility of Licensee to determine if the Use Area is within the Drain Line Easement, through a title report or other means. If the Use Area does not fall under the jurisdiction of the City, it is Licensee’s sole responsibility to secure the land rights to site its Facilities in the Use Area. 2.3 Licensee can use the Use Area for the ownership, operation and maintenance of Licensee’s Facilities as described in a Site License substantially in the form of Exhibit A and shall conduct no other activity at or from those designated portions of the Drain Line Easement beyond the authority granted by this Agreement and a Site License issued hereunder. Any future modifications of such Facilities must maintain any stealth and concealment elements required for the original Facilities. 2.4 All other uses of the Drain Line Easement under this Agreement are prohibited. Should Licensee seek to use the Drain Line Easement for other purposes, it must enter into a separate agreement with the City to do so. 2.5 The authority to install Facilities in the Drain Line Easement granted herein authorizes Toll Southwest LLC to install and construct such Facilities and does not authorize Toll Southwest LLC to install or construct any other facilities not expressly provided for in this Agreement. 2.6 Licensee shall comply with all applicable laws as amended from time to time, including but not limited to, Colorado and federal law in the exercise and performance of its rights and obligations under this Agreement. 2.7 This Agreement authorizes Licensee, its agents, and contractors and no other person, to operate, manage and maintain the Facilities and associated equipment in the Drain Line Easement. This Agreement does not authorize a customer of Licensee to operate, manage or maintain Licensee’s equipment in the Drain Line Easement. 2.8 Licensee shall not be required to obtain City Permits or pay any fees for the work described herein that may otherwise be applicable. Page 390 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 4 of 19 (303) 762-2300 | www.englewoodco.gov 2.9 Licensee shall not trim or cut down any trees, shrubs, or brush on the Drain Line Easement without permission of the City. When required by City, Licensee, at its expense, shall trim or cut down trees, shrubs or brush and remove and dispose of cutting debris to the satisfaction of City for those trees, shrubs, or brush on the Drain Line Easement. SECTION 3. Non-Exclusive Rights/Priority Rights 3.1 The Site License is not exclusive and nothing herein contained shall be construed to prevent City from granting other like or similar permissions or privileges within the Drain Line Easement to any other person, firm or corporation, or to deny to or lessen the powers and privileges granted to City under the City Charter, the Colorado Constitution and laws of the State of Colorado. 3.2 Any and all rights granted to Licensee under this Agreement, which shall be exercised at Licensee’s sole cost and expense, shall be subject to the prior and continuing right of City to use the Drain Line Easement exclusively or concurrently, with any other person or entity and shall be further subject to all deeds, easements, dedications, conditions, covenants, restrictions, encumbrances, and claims of title which may affect the Drain Line Easement. 3.3 Any right or privilege claimed pursuant to this Agreement by Licensee for any use of any right- of-way shall be subordinate to: A) any prior or subsequent lawful occupancy or use thereof by the City or any other governmental entity; B) any prior lawful occupancy or use thereof by any other person; C) and to any prior easements therein, provided however, that nothing herein shall extinguish or otherwise interfere with property rights established independently of this Agreement. The rights and privileges granted in this Agreement shall be subject to prior agreements, licenses and/or grants, recorded or unrecorded, and it shall be the Licensee’s sole responsibility to determine the existence of said documents or conflicting uses or installations. 3.4 There is hereby reserved to the City every right and power required pursuant to this Agreement that is reserved. Licensee by its execution of this Agreement agrees to be bound thereby and to comply with any lawful action of the City in its exercise of such rights or power pursuant to the Drain Line Easement. Neither the granting of any Agreement nor any provision hereof shall constitute a waiver or bar to the exercise of any lawful governmental right or power of City. 3.5 By executing this Agreement, the City does not waive any rights that it may have against any public utility or other property owner to require that such owners obtain prior approval from the City for such uses of the Drain Line Easement, or that revenues received by any public utility or other property owner from Licensee, by virtue of Licensee’s use of the Drain Line Easement be included in the computation of any use agreement fees owed by such parties to the City. 3.6 Nothing in this Agreement shall be construed to prevent the City from abandoning, altering, improving, repairing, or maintaining its facilities and/or the Drain Line Easement, and for that purpose to require Licensee, at no expense to the City, to remove, relocate or abandon in place Licensee’s Facilities in order to accommodate the activities of the City at Licensee’s expense. The City shall not be liable for lost revenues sustained by Licensee, however caused, because of damage, modification, alteration, or destruction of its Facilities in the Drain Line Easement, when Page 391 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 5 of 19 (303) 762-2300 | www.englewoodco.gov such costs or lost revenues result from the construction, operation, and/or maintenance of City facilities and/or the Drain Line Easement, provided that the activities resulting in such costs or lost revenues are conducted in accordance with applicable laws and regulations. SECTION 4. Regulatory Conditions Relating to Easement Usage 4.1 For purposes of this Agreement, whenever work is done in the Drain Line Easement relating to this Agreement, Licensee agrees that it is solely responsible for the acts, errors, omissions, and any negligence of its Contractors and that the obligations of Sections 4 and 5 are imposed on both Licensee and any of its Contractors, who will be considered Licensee’s agents and for whom Licensee will be responsible. 4.2 Licensee is solely and completely responsible for ensuring that its Facilities are managed, installed, operated and/or maintained in accordance with applicable law. 4.3 Licensee’s use of the Drain Line Easement and easements under the control of the City shall be according to plans attached to a Site License and approved by the City as submitted, provided that such approval shall not be unreasonably withheld or delayed. 4.4 Licensee’s Facilities to be operated, maintained, upgraded and removed hereunder shall be located or relocated so as to interfere as little as possible with the operation and maintenance of Drain Line or other authorized uses within the Drain Line Easement and easements. 4.5 Licensee and its agents shall be subject to the City’s exercise of such regulatory and other powers within the Drain Line Easement as it now has or may later obtain, and Licensee may not waive the application of the same. City shall have supervision over any Facilities located within or on the Drain Line Easement. 4.6 Clean Up. Licensee and/or its Contractor(s) shall, during maintenance or relocation or removal of the Facilities and upon completion of such work, remove all temporary construction materials and equipment, debris, and unused materials provided for in the work, and put the work site and the Drain Line Easement in a safe, neat, and clean condition. 4.7 Graffiti Removal. Licensee shall at all times keep and maintain its Facilities free of all graffiti. City shall notify Licensee in writing if graffiti is on the Facilities. If Licensee fails to remove the graffiti within thirty (30) days after notice in writing is received, City shall have the right to remove any graffiti present. Licensee shall reimburse City for all costs directly attributable to such abatement within thirty (30) days of City’s presenting Licensee with a statement of such costs. 4.8 Safety. Licensee and Licensee’s Contractor(s) shall be solely and completely responsible for the conditions of any job site where the Facilities are being placed, including safety of all persons (including employees) and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. Safety provisions shall conform to all applicable federal (including OSHA), state, county, and local laws, ordinances, codes, and regulations. Where any of these are in conflict, the more stringent requirement shall be followed. Page 392 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 6 of 19 (303) 762-2300 | www.englewoodco.gov Licensee’s failure to thoroughly familiarize itself with the aforementioned safety provisions shall not relieve Licensee from compliance with these provisions. 4.9 Damage. If Licensee damages City or private property, Licensee shall promptly, at its own expense, and in a manner acceptable to the City, repair the damage. If Licensee fails to do so, the property owner may repair the damage at its own expense, and Licensee shall reimburse the property owner within thirty (30) days of invoicing. SECTION 5. Plan Approval, Permits, and Inspection 5.1 No Facilities shall be installed, constructed, replaced, located on, or attached to any property within the Drain Line Easement until a Site License (attached as Exhibit A) from the City has been approved and executed. Additionally, Licensee and its Contractor(s) shall comply with all applicable law governing the Drain Line Easement. All rights hereunder are granted under the express condition that the City shall have the power at any time to impose lawful restrictions and limitations upon, and to make regulations as to Licensee’s use of the Drain Line Easement as may be deemed best for the public interest, safety, or welfare to the same extent that such restrictions and limitations are applied to all non-governmental users of the Drain Line Easement. 5.2 Licensee shall submit the applicable details, plans, and specifications for City review and approval prior to any and all construction work performed pursuant to the rights granted under this Agreement. Licensee and/or its Contractor(s) shall abide by all stipulations of the Site License issued. If Licensee desires to change the location of any Facilities, including any related Facilities from that set forth in the Site License, Licensee shall apply for and obtain approval for an amendment to the Site License prior to installation or construction. 5.3 City will approve or deny such Site Licenses based on the availability of space at the location sought by Licensee, safety, and other considerations in accordance with applicable law. Licensee and/or its Contractor(s) shall comply with the terms of any Site License. 5.4 Any new underground facilities placed in the Drain Line Easement will be constructed using industry standard horizontal directional drilling and trenching construction methods. Licensee and/or its Contractor(s) installations will be done using industry standard practices and in full compliance with any applicable Site License. 5.5 If Licensee desires to change the components of the Facilities that will impact the Drain Line Easement, written approval of such change must be obtained from the City. 5.6 The City shall have the right to inspect all construction or installation work performed subject to the provisions of this Agreement and to make such tests as it shall find necessary to meet City standards to ensure compliance with the terms of this Agreement and other applicable law. 5.7 Licensee shall also provide and identify a representative, such as a project manager, who shall be the contact person for the City during any construction periods. The Licensee shall provide a contact number for emergencies that occur outside of regular business hours and shall provide this contact number to the City in advance of each construction activity/permitted installation. Page 393 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 7 of 19 (303) 762-2300 | www.englewoodco.gov 5.8 Whenever Licensee or its Contractors shall cause any opening or alteration to be made for any purpose in any public streets, or public places, the opening or alteration shall be completed and restored with due diligence within seven (7) business days. Licensee shall upon the completion of the opening or alteration, restore the property, improvements or landscaping disturbed by Licensee or its Contractors to a condition substantially comparable to the condition before the opening or alteration and the restoration shall be performed with due diligence within a reasonably prompt time. SECTION 6. Maintenance/Modifications 6.1 Maintenance of all Facilities shall be performed by Licensee at Licensee’s sole cost and expense. Licensee will be responsible for obtaining the appropriate approvals for work in the Drain Line Easement in order to access the Facilities. 6.2 Licensee will perform routine maintenance and repair of all Facilities in accordance with applicable law. 6.3 Damaged or deteriorated components must be corrected within forty-eight (48) hours of notification. If the components are taken out of service, Licensee must remove them within five (5) business days of being taken out of service. 6.4 Any upgrade and/or modification to the Facilities, other than a like for like replacement, will need specific approval from the City and require Licensee to submit the information required. Any approval required from the City must be obtained in writing from the City Manager or their designee. SECTION 7. Traffic Control 7.1 Licensee shall have the full responsibility and liability for any traffic control for work performed by Licensee or its Contractors. SECTION 8. Hazardous Substances 8.1 Licensee agrees it will not produce, dispose, transport, treat, use, generate, store any Hazardous Substances on, under, about or within the area of the Drain Line Easement in violation of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. § 9601, et. seq.; the Resource Conservation and Recovery Act., 42 U.S.C. § 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; or any other federal, state, county, or local law or regulation. Licensee may not use the Drain Line Easement in a manner that would require a permit or approval related to Hazardous Substances from any governmental agency other than the City. Licensee will pay, indemnify, defend and hold City harmless against any loss or liability incurred by reason of any Hazardous Substance produced, disposed of, or used by Licensee pursuant to this Agreement, to the extent permitted by Colorado law, and must immediately notify City of any Hazardous Substance discovered at any time that is unlawfully present upon the Drain Line Easement. Licensee will ensure that any on-site or off-site storage, treatment, transportation, Page 394 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 8 of 19 (303) 762-2300 | www.englewoodco.gov disposal or other handling of Hazardous Substance will be performed by persons who are properly trained, authorized, licensed and otherwise permitted to perform those services. 8.2 Licensee understands the hazards presented to persons, property, and the environment by dealing with Hazardous Substances. Licensee acknowledges the possibility that the Drain Line Easement may contain actual or presumed asbestos and other Hazardous Substances containing materials. SECTION 9. On-Call Assistance Licensee shall be available to employees of any City department having jurisdiction over Licensee’s activities twenty-four (24) hours a day, seven (7) days a week, regarding problems or complaints resulting from the operation, maintenance, or removal of its Facilities, at the phone number provided below. Licensee shall use reasonable efforts to respond to any issues within the time frames specified in this Agreement. Licensee shall handle or otherwise make arrangements to address any necessary problems or complaints that require a physical presence. SECTION 10. Mapping Requirement 10.1 Licensee shall maintain Record Drawings of its Facilities located within the Drain Line Easement and furnish a copy electronically in an electronic-compatible mapping format (in a mapping format compatible with the current City electronic mapping format as specified by the City). Upon completion of new or relocation construction of underground Facilities in the Drain Line Easement, Licensee shall create and maintain precise, up-to-date maps of all Facilities located in the Drain Line Easement and precise and verifiable horizontal and vertical location information and will make this information available to the City upon the installation of any new Facilities. Licensee will also provide surface-location marking of any of Licensee’s Facilities that are located underground within the Drain Line Easement within ten (10) business days of installation. 10.2 In the event Licensee fails to supply records in the City specified format and there is a cost to the City in converting Licensee-provided files, Licensee will be responsible for the conversion costs and will pay such reasonable costs within thirty (30) days of the City invoicing the amount due. SECTION 11. Relocation 11.1 Licensee shall relocate at no expense to the City any Facilities or other encroachment installed or maintained in, on or under the Drain Line Easement, as may be necessary to facilitate improvements to the Drain Line within the Use Area. 11.2 Licensee agrees to notify the City and seek necessary approvals prior to removing, abandoning, relocating, or reconstructing of any portion of its Facilities in, on or under the Drain Line Easement. Notwithstanding the foregoing, City understands and acknowledges there may be instances when Licensee is required to make repairs that are of an emergency nature or in connection with an unscheduled disruption of the Facilities. Licensee will maintain any necessary approvals required by the City for such maintenance and emergency repairs. Licensee will notify Page 395 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 9 of 19 (303) 762-2300 | www.englewoodco.gov City before the repairs and will apply for and obtain the necessary approvals in a reasonable time after notification. 11.3 If the City needs to perform any part of the necessary relocation or removal work that has not been done within the time required by the City, Licensee shall reimburse the City for reasonable costs within thirty (30) days of City invoicing. SECTION 12. Damage to Public Property 12.1 Whenever the installation, use, maintenance, removal, or relocation of any of Licensee’s Facilities is required or permitted under this Agreement, and such installation, removal, or relocation damages or disturbs the surface or subsurface of the Drain Line Easement or public property or the public improvement located thereon, therein, or thereunder, however such damage or disturbance was caused, Licensee, at its sole cost and expense, shall promptly restore the surface or subsurface of the Drain Line Easement or public property and/or repair or replace the surface, subsurface and/or public improvement therein, or thereunder, in as good a condition as before in accordance with applicable laws, normal wear and tear excepted, reasonably satisfactory to the City. If Licensee does not repair the damage or disturbance as just described, then City shall have the option, upon fifteen (15) days prior written notice to Licensee, to perform or cause to be performed such reasonable and necessary work on behalf of Licensee and to charge Licensee for the actual costs incurred by the City at City’s standard rates. 12.2 Notwithstanding the notice provision above, in the event of a Public Emergency, the City shall have the right to immediately perform, without prior written notice to Licensee, such reasonable and necessary work on behalf of Licensee to repair and return public property to a safe and satisfactory condition in accordance with applicable laws, normal wear and tear excepted, reasonably satisfactory to the City. The City shall provide written notice to Licensee of the repairs as soon as practicable after the work has begun. Licensee agrees that any severed or damaged portion of the Drain Line must be completely repaired or replaced. If the City needs to perform any part of the necessary repairs, relocation and/or removal work, it shall be entitled to seek payment for such repairs, relocation and/or removal costs from Licensee. 12.3 Upon the receipt of a demand for payment by City, Licensee shall promptly reimburse City for such reasonable costs. SECTION 13. Public Emergency Disruption by City The City shall have the right, because of a Public Emergency, as it relates to the Drain Line, to alter, relocate, sever, disrupt, remove, tear out, dig up, or otherwise damage and/or destroy Facilities of Licensee without any prior notice to Licensee, if the action is deemed necessary by either the City Manager, Police Chief, City Engineer, or Director of Utilities or designee. In such event, neither the City nor any agent, contractor or employee of City shall be liable to Licensee, its Contractors or its customers or their parties for any harm so caused to them or the Facilities. When practical and if possible, City will consult with Licensee in advance to assess the necessity of such actions and to minimize to the extent practical under the circumstances damage to and disruption of operation of the Facilities. City shall inform Licensee of any actions taken. Licensee Page 396 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 10 of 19 (303) 762-2300 | www.englewoodco.gov shall be responsible for repair at its sole expense of any of its Facilities damaged pursuant to any such action taken by City. SECTION 14. Public Safety 14.1 If any of Licensee’s Facilities or activities present any immediate hazard or impediment to the public, to the City, to other improvements or activities within or outside of the Drain Line Easement, or to City’s ability to safely and conveniently operate the Drain Line Easement or perform City’s utility, public safety and/or other public health, safety, and welfare functions, then Licensee shall immediately remedy the hazard, comply with City’s request to secure the area, and otherwise cooperate with City at no expense to City to remove any such hazard or impediment. 14.2 In the event that the Licensee is unable to remedy the hazard, then the City may make necessary repairs to eliminate any safety hazards, at Licensee’s sole expense. SECTION 15. City’s Reserved Rights Any applicable zoning processes, building permit processes, right-of-way management policies, and similar regulatory requirements that apply to Licensee’s Facilities and/or related Facilities are completely separate from the plans approval processes under this Agreement. Licensee’s satisfaction of any regulatory requirement does not substitute for compliance with any requirement of this Agreement or constitute approval of any plans for the purposes of this Agreement. SECTION 16. Non-use/Abandonment of the Facilities 16.1 An “Abandoned Facility” means a Facility no longer in service or physically disconnected. If Licensee ceases to provide services or abandons use of any of its Facilities for more than one (1) year, the Facility shall be deemed an Abandoned Facility and Licensee shall notify the City. The City may require Licensee, to the reasonable satisfaction of the City and without cost or expense to the City, to remove the Facilities and to restore the public property and Drain Line Easement to a reasonable condition under the supervision of the City within six (6) months of abandonment. 16.2 Title to any and all personal property installed by Licensee upon the Drain Line Easement that is not timely removed shall automatically vest in City, at City’s sole option. 16.3 Upon abandonment of any right or privilege herein granted, the right of Licensee to that extent shall terminate. SECTION 17. Contractors 17.1 The specific independent Contractors identified and used by Licensee for the construction activities to expand and extend Licensee’s Facilities and Use Area shall be provided to and approved by the City prior to issuance of any Site License, such approval shall not be unreasonably withheld, delayed, conditioned, or denied. Any Contractors performing construction work within Page 397 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 11 of 19 (303) 762-2300 | www.englewoodco.gov the Drain Line Easement or public easements shall comply with licensing requirements applicable to Colorado contractors. 17.2 Each Contractor shall have the same obligations with respect to its work as Licensee would have if Licensee performed the work. Licensee shall be responsible for ensuring that the work of its Contractors is performed consistent with this Agreement and other applicable law, shall be responsible for acts or omissions of its Contractors under this Agreement, shall be responsible for promptly correcting acts or omissions by its Contractors, and shall implement a quality control program to ensure that the work contemplated by this Agreement is performed. 17.3 Licensee shall furnish separate certificates and endorsements for each independent Contractor. All coverages for independent Contractors shall be subject to substantially similar requirements stated herein for Licensee. 17.4 Compliance with the Immigration Reform and Control Act of 1986. Licensee certifies that Licensee has complied with the United States Immigration Reform and Control Act of 1986. All persons employed by Licensee to perform this contract have completed and signed Form I-9 verifying their identities and authorization for employment. SECTION 18. Limitation of Liability 18.1 Licensee expressly acknowledges that Licensee’s Facilities are exposed to many risks beyond the reasonable control of City, including acts of God or the public enemy, such as but not limited to, wind, rain, sleet, ice, floods, fire, riots, sabotage, expropriation, or confiscation of facilities. Except as expressly provided in this Agreement, Licensee shall assume all risk of loss to Facilities that may arise in connection with these hazards. 18.2 CITY HEREBY DISCLAIMS ANY REPRESENTATIONS AND/OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRESENT OR FUTURE SUITABILITY OF CITY RIGHT OF WAY AND/OR THE FACILITIES(S) FOR LICENSEE’S INTENDED PURPOSE. 18.3 Licensee acknowledges and agrees that Licensee bears all risk of loss or damage to the Facilities installed in the Drain Line Easement pursuant to this Agreement from any cause, except for the cost of repairs to damaged Facilities to the extent caused by the negligence or willful misconduct of the City and not covered by the Licensee’s insurance. IN NO EVENT, HOWEVER, SHALL CITY BE LIABLE TO LICENSEE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES RESULTING FROM ANY LOSS OR DAMAGE TO LICENSEE’S FACILITIES, REGARDLESS OF WHETHER THE CITY WAS ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE LEGAL THEORY OR BASIS FOR SUCH CLAIM. 18.4 The City and its officers, agents, elected or appointed officials, employees, departments, boards, and commissions shall not be liable to Licensee or to its affiliates or customers for any interference with or disruption in the operations of Licensee’s Facilities or the provision of services, or for any damages arising out of or materially related to Licensee’s use of the Drain Line Page 398 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 12 of 19 (303) 762-2300 | www.englewoodco.gov Easement, except to the extent of intentional misconduct or gross negligence on the part of the City, its officers, agents, elected or appointed officials, employees, departments, boards and commissions. 18.5 Licensee also agrees that it shall have no recourse whatsoever against the City or its officials, boards, commissions, agents or employees for any loss, costs, expense, or damages arising out of or materially related to any provision or requirement of the City because of the enforcement of this Agreement. SECTION 19. Term and Renewal 19.1 This Agreement shall be effective as of the date of approval of the Agreement by the City (the “Effective Date”) and unless sooner terminated in accordance with other provisions of this Agreement, shall continue in effect for a period of 20 years. 19.2 The term of this Agreement shall automatically be extended for two (2) additional 10-year renewal terms, unless Licensee gives written notice of its intent to terminate the Agreement no later than six (6) months prior to the end of the Initial Term or Renewal Term (as applicable). The word “Term” will refer to both the Initial Term and any Renewal Term(s). 19.3 Licensee may terminate any Site License at any time during any Site License Term upon ninety (90) days prior written notice. However, Licensee does not have the right to terminate any time after an event of default by Licensee has occurred (or an event has occurred that would become a default after passage of time or giving of notice). Termination of any Site License shall not affect Licensee’s liabilities and obligations incurred under such Site License prior to the effective date of such termination. SECTION 20. Termination by Licensee 20.1 Licensee may terminate this Agreement prior to its date of expiration by providing the City with ninety (90) days written notice and only upon making arrangements satisfactory with the City to remove all Licensee’s Facilities from the Drain Line Easement, unless the City agrees in writing to allow Licensee to abandon part or all of its Facilities in place. If the City agrees to allow Licensee to abandon its Facilities in place, the ownership of such Facilities, including everything permitted by City to be abandoned in place, shall, at the City’s option, transfer to City and Licensee shall cooperate to execute any documents necessary to accomplish such transfer within thirty (30) days of such allowance of abandonment. 20.2 Unless the City has consented to allow Licensee to abandon part or all of its Facilities in place, upon termination of this Agreement, Licensee shall remove all of its Facilities within ninety (90) days. SECTION 21. Conflicts Between Applicable Law and Contracting Documents Page 399 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 13 of 19 (303) 762-2300 | www.englewoodco.gov In the event of any conflict between the Site License and this Agreement, and any Exhibits to this Agreement including any Site License, the controlling authority shall be first this Agreement; and second, any Exhibit to this Agreement/Site License. SECTION 22. Termination by City 22.1 City may, in addition to seeking any other remedy available to it, terminate this Agreement to occupy space in the Drain Line Easement if Licensee neglects or refuses to comply with any of the provisions of this Agreement beyond all applicable cure periods and fails within thirty (30) days after written notice from City to correct such neglect, refusal, or default provided Licensee shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and Licensee commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. In the event any default is limited solely to one or more Site Licenses, but not the Agreement as a whole, the City’s termination right shall be limited to those Site Licenses under which Licensee is in default beyond any applicable cure period. 22.2 Licensee’s failure to pay any amounts owed to the City after notice of such deficiency and the opportunity to cure as provided by this Agreement shall be cause for the City to terminate the applicable Site License. 22.3 Licensee’s failure to operate its Facilities (except during specific periods expressly excused by this Agreement) once installed for a period of two (2) months within any twelve (12) month period will be grounds for the termination of the Site License at that location upon sixty (60) days’ notice to Licensee, unless within such sixty (60) day period Licensee commences the use of such Facilities. 22.4 This Agreement shall terminate, without notice, (i) upon the institution by or against either Party of insolvency, receivership, or bankruptcy proceeding or any other proceedings for the settlement of either Party’s debts, (ii) upon either Party making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution or ceasing to do business. SECTION 23. Licensee’s Records 23.1 During the entire term of this Agreement, Licensee shall keep records and provide information to the City upon request relating to the status of the construction, repair, location, or relocation of Licensee’s Facilities. 23.2 If necessary for the City to determine Licensee’s compliance with the terms of this Agreement or other applicable law, within ten (10) days of written notice by City of a request for disclosure, Licensee shall provide relevant documentation as requested by City, respond to questions, and produce relevant books and records for the City’s inspection and copying. Such records shall be available to City at Licensee’s most proximate place of business within Colorado. Licensee shall also require its employees, agents, and accountants to give their full cooperation and assistance in connection with City’s access to such records. Page 400 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 14 of 19 (303) 762-2300 | www.englewoodco.gov SECTION 24. Penalties for Violation of Terms 24.1 The City may pursue any remedy at law, including but not limited to injunctive relief, civil trespass, and withholding other City authorizations until Licensee complies with the terms of the Agreement or the applicable law. 24.2 Such remedies are cumulative and may be pursued in the alternative. SECTION 25. NOTICE 25.1 All notices, which shall or may be given pursuant to this Agreement and shall be effective on receipt, shall be in writing and transmitted through both email and US Mail, postage prepaid as follows: CITY OF ENGLEWOOD: City of Englewood – Utilities Department Email: utilities@englewoodco.gov 1000 Englewood Parkway Englewood, Colorado 80110-2373 With copies to: Englewood City Attorney’s Office cao@englewoodco.gov 1000 Englewood Parkway Englewood, Colorado 80110-2373 LICENSEE: Toll Southwest LLC 7100 E. Belleview Ave. Suite 200 Greenwood Village, CO 80211 After-hours emergency phone: 303-708-0730 25.2 Either party may from time to time designate any other address for this purpose by written notice to the other party in the manner set forth above. 25.3 Licensee shall notify the City within ten (10) business days of any change in mailing address. SECTION 26. Governing Law 26.1 It is mutually understood and agreed that this Agreement shall be governed by the laws of the State of Colorado, both as to interpretation and performance. Any action at law, suit in equity, or judicial proceeding for the enforcement of this Agreement or any provision thereof shall be instituted only in the courts located within Arapahoe County, Colorado, including federal court. Page 401 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 15 of 19 (303) 762-2300 | www.englewoodco.gov 26.2 Provisions Required By Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this contract shall be deemed to be inserted herein and this Agreement shall be read and enforced as though it were included therein. SECTION 27. Partial Invalidity If any section, paragraph, subdivision, clause, phrase, or provision of this Agreement shall be adjudged invalid or unenforceable, or is preempted by federal or state laws or regulations, the same shall not affect the validity of this Agreement as a whole or any part of the provisions of this Agreement other than the part adjudged to be invalid, unenforceable, or preempted. SECTION 28. Non-Waiver Licensee shall not be excused from complying with any of the terms and conditions of this Agreement by any failure of the City upon any one or more occasions to insist upon or to seek compliance with any such terms or conditions. SECTION 29. Force Majeure With respect to any provision of this Agreement, the violation or non-compliance of which could result in the imposition of a financial penalty, forfeiture or other sanction upon Licensee, such violation or non- compliance shall be excused where such violation or non-compliance is the result of acts of God, war, civil disturbance, strike or other labor unrest, or other events, the occurrence of which was not reasonably foreseeable by Licensee and is beyond its reasonable control. SECTION 30. Dispute Resolution 30.1 If any dispute or claim arises out of the interpretation, performance or breach of this Agreement, the Parties agree that upon the written demand of either Party, they will meet within two (2) weeks of such demand to attempt in good faith to resolve the dispute. The meeting will be attended by representatives of both Parties having the authority to resolve the dispute. 30.2 Notwithstanding the provisions of Englewood Municipal Code Section 4-1-3-4(D)(8), if the dispute is not resolved within a reasonable time, the disputing Parties are free to use other remedies upon mutual written consent, such as mediation or nonbinding arbitration. Absent mutual agreement, the Parties may pursue litigation to resolve the dispute. SECTION 31. Amendments, Modifications or Supplements This Agreement may not be amended, modified, or supplemented except by an authorized representative of each party in a written agreement signed by both Parties. The City Manager or designee shall be considered an authorized representative for the City. SECTION 32. Exhibits Page 402 of 972 Page 403 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 17 of 19 (303) 762-2300 | www.englewoodco.gov EXHIBIT A: SITE-SPECIFIC LICENSE FOR DRAIN LINE CROSSING AGREEMENT This Site-Specific License (“Site License”), issued this _______ day of _____________________, 20__ (“Effective Date”) between the City of Englewood, with an address of 1000 Englewood Parkway, Englewood, Colorado 80110, hereinafter referred to as “City” and Toll Southwest LLC with an address of 7100 E. Belleview Ave. Suite 200 Greenwood Village, CO 80111, hereinafter referred to as “Licensee”. 1. Site License. This is a Site License as referenced in the Drain Line Crossing Agreement for the use of the City’s Drain Line Easement in connection with Licensee’s Facilities, between the City and Licensee dated ___________ ____, 20_____, and recorded in Clerk and Recorder of ________________ County, Reception No. _______________(the “Agreement”). All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement. In the event of a contradiction, modification or inconsistency between the terms of the Agreement, and this Site License, the terms of the Agreement shall govern. Capitalized terms used in this Site License shall have the same meaning as set forth in the Agreement unless otherwise indicated herein. 2. Project Description and Locations. Licensee shall have the right to operate and maintain its Facilities at the designated areas in the Drain Line Easement as further described in Exhibit A- 1 attached hereto, which provides the Site Plan for this Site-Specific License, and a description of the Use Area and Equipment/Facilities (the “Use Area and Description of Facilities”). 3. Term/Termination. The term of this Site License shall be twenty (20) years from the date of execution of the Drain Line Crossing Agreement, and as that term may be renewed in accordance with the Drain Line Crossing Agreement. 4. Fees. No fee shall be required for this Site-Specific License. 5. Commencement Date. The Commencement Date for Licensee’s operations and maintenance of the Facilities shall be the date upon which this Site License is issued by the City (“Site License Commencement Date”). 6. Approvals. It is understood and agreed that Licensee’s ability to use the Use Area is contingent upon its obtaining all of the certificates, permits and other approvals (collectively “Government Approvals”) that may be required by any Federal, State, or Local authorities. In the event that (i) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to Licensee is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; (iii) Licensee determines that such Governmental Approvals may not be obtained in a timely manner; or (iv) Licensee determines that the Use Area is no longer technically compatible for its use, Licensee shall have the right to terminate this Site License. Notice of the Licensee’s exercise of its right to terminate shall be Page 404 of 972 Page 405 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 19 of 19 (303) 762-2300 | www.englewoodco.gov EXHIBIT A-1 Site Plan for Site-Specific License Providing Use Area, Equipment, and Description of Facilities Operation, and maintenance of an irrigation line that crosses above the existing Drain Line. Bottom of 2” irrigation line will be a minimum 1.9’ above the top of the Drain Line. The extents of the use area shall be within the 25-ft easement surrounding the centerline of City Ditch. Page 406 of 972 Page 407 of 972 Page 408 of 972 Page 409 of 972 Drain Line Temporary Construction Easement Page 1 of 3 DRAIN LINE TEMPORARY CONSTRUCTION EASEMENT (Santa Fe Park Development, Crossing #5 – Private Electric Line) This Drain Line Temporary Construction Easement ("Temporary Easement") is entered into this _______ day of _________________________, 20___, by and between the City of Englewood, Colorado, a municipal corporation of the State of Colorado (“Grantor”), and Toll Southwest LLC, a Delaware limited liability company (“Toll” or “Grantee”). These entities may be individually referred to as the “Party” or collectively referred to herein as the “Parties”. WHEREAS, the City of Englewood owns an Easement for the Drain Line (“Drain Line Easement”), and operates a water drain line that drains water from McLellan Reservoir to the South Platte River as a necessary part of Englewood’s water rights operations and to ensure safe operation of McLellan Reservoir, that is located as described in the attached Exhibit A. WHEREAS, Toll desires to install a Private Electric Line within the Drain Line Easement, pursuant to a license between the Parties (“Private Electric Line”). NOW THEREFORE, in consideration of the mutual covenants of the Parties, more particularly hereinafter set forth, the adequacy and sufficiency of which are hereby acknowledged, it is agreed as follows: 1. Temporary Construction Easement. Englewood, as Grantor, hereby grants to Toll, as Grantee, its successors, assigns, contractors, and sub-contractors, a non-exclusive temporary construction easement through, over, under, and across the Drain Line Easement for the installation, repair, or replacement of the Private Electric Line as described in a separate Drain Line Crossing Agreement between Englewood and Toll Southwest LLC dated _______, 2024 (the “Project”). Except as specifically authorized in writing, Grantee shall not interfere with, obstruct, modify, or otherwise in any way impact the Grantor’s use of Drain Line. 2. Term of Easement. The Project will begin no sooner than January 2, 2025 and will be completed no later than December 31st, 2026. Prior to commencement of construction, the Grantee will physically locate Drain Line using non-destructive excavation methods (potholing with hydro/air vacuum) and provide the resulting information to the Grantor. The Grantee will also provide construction plans and specifications for the Grantor’s review and approval prior to commencement of construction. Completion of the Project will be deemed to have occurred upon the inspection and approval of the Project by Grantor and this Temporary Easement will be deemed to have terminated upon such completion. 3. Access. Grantee shall have the temporary non-exclusive right to enter the Drain Line Easement for any reasonable purpose necessary or prudent for the construction of the Project subject to the following restrictions: 1) normal working hours shall be consistent with City of Littleton construction hours, Monday through Friday; and 2) the operation of equipment and heavy trucks will be permitted on the Englewood Drain Line Easement only during normal working hours. Page 410 of 972 Drain Line Temporary Construction Easement Page 2 of 3 4. Restoration. Before completion of the Project, Grantee will perform such restoration and regrading as is necessary to restore the surface area of the Drain Line Easement to its original condition. 5. Liability. Grantee hereby acknowledges that it understands that there may be water flowing in the Drain Line year-round, and that Grantee will assume liability for any damage to Drain Line or adjoining property caused by water flow resulting from damage to the Drain Line caused by the Grantee’s construction activities. 6. Insurance. Grantee shall, at its sole cost and expense, maintain in full force and effect a valid commercial general liability policy of insurance for the Project providing coverage for bodily injury or death to one or more persons with a limit of not less than one million dollars ($1,000,000.00) per occurrence and five hundred thousand dollars ($500,000) per occurrence for damage to or destruction of property. Grantee further agrees that all its employees working on the Project shall be covered by adequate Workers’ Compensation Insurance. Grantee further agrees to require each of its contractors and their subcontractors working on the Project to obtain adequate liability insurance that includes Grantor and Workers’ Compensation Insurance in the minimum amounts as required by applicable law. Any contractor or subcontractor shall be required to indemnify Grantor. 7. Assignment. This Temporary Construction Easement is assignable only with the written permission of the Grantor, which permission will not be unreasonably withheld, conditioned, or delayed. 8. Incorporation by Reference. This Temporary Easement is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference and shall supersede any apparently conflicting provision otherwise contained in this Temporary Easement. 9. In granting the above authorization, Grantor reserves the right to make full use of the property involved as may be necessary or convenient in operation of the water supply system under control of Englewood. IN WITNESS WHEREOF, the Parties hereto have executed this Temporary Construction Easement on the day and year first written above. Page 411 of 972 Page 412 of 972 Page 413 of 972 Page 414 of 972 Page 415 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 1 of 20 (303) 762-2300 | www.englewoodco.gov DRAIN LINE CROSSING AGREEMENT (Santa Fe Park Development, Crossing # 6– Private Electric Line) This Drain Line Crossing Agreement (“Agreement”) is effective as of the day of __________________, 2024 and is between the City of Englewood, a Colorado municipal corporation (“City”) and the Toll Southwest LLC(“Licensee”). RECITALS A. The City owns and operates a drain line known as the McLellan Reservoir Drain Line that operates as a water drain line that drains water from McLellan Reservoir to the South Platte River as a necessary part of Englewood’s water rights operations and to ensure safe operation of McLellan Reservoir (“Drain Line”); and B. The City owns an Easement for the Drain Line (“Drain Line Easement”) where it crosses property owned by Toll Southwest, LLC located in the City of Littleton that is shown on the Relinquishment and Grant of Easements, recorded September 15, 2023, at Reception No. E3063829; and C. The City is authorized to manage and use the Drain Line Easement and otherwise regulate the installation of devices/structures within the Drain Line Easement pursuant to applicable law, its authority as the owner of the right-of-way and owner and operator of the ditch, and its other governmental powers and authority; and D. Toll Southwest, LLC desires to install a private electric line over a portion of the Drain Line Easement in the Exhibit A pursuant to a separate temporary construction easement with Englewood dated _________, 2024; and E. Licensee desires to own, operate, and maintain the electric line following its installation by Toll Southwest, LLC; and F. Licensee desires to use the Drain Line Easement as described above; and G. Licensee agrees to secure the appropriate licenses, encroachments, and other permits required by applicable law for the proposed use; and H. Licensee agrees that the operation and maintenance of its electric line will not endanger the Drain Line or any related lateral or subjacent support to said Drain Line; and I. The City is willing to grant Licensee permission to use the Drain Line Easement for operation and maintenance of the electric line subject to the terms and conditions described herein and other applicable law; and Page 416 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 2 of 20 (303) 762-2300 | www.englewoodco.gov J. The City, without any warranty of its title or interest whatsoever, hereby authorizes Licensee to operate, maintain, repair, and replace the electric line crossing the Drain Line Easement pursuant to this Agreement and applicable law. NOW, THEREFORE AND IN CONSIDERATION of mutual covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: SECTION 1. Definitions Affiliate means any person or entity controlling, controlled by, or under the common control with Licensee. Claim(s) means and includes allegations, assessments, taxes, impositions, proceedings, liabilities, obligations, losses, claims of personal injury, bodily injury, sickness, disease, death, property damage, destruction, loss of use, financial harm, or other impairment, penalties, fines, damages, suits, actions, payments, judgments, demands, expenses and costs, including, but not limited to, attorney’s fees incurred through all appeals. Facilities means anything installed by Toll Southwest, LLC or Licensee in the Drain Line Easement under this Agreement or the related temporary construction easement between Toll Southwest, LLC and Englewood. The term “Facilities” includes but is not limited to the electric line and any existing or new related infrastructure installed, operated, or maintained by Licensee over the Drain Line Easement. Hazardous Substance means any substance, chemical or waste that is identified as hazardous or toxic in any applicable federal, state or local law or regulation, including but not limited to petroleum products and asbestos. Parties collectively mean the City of Englewood and Licensee. Public Emergency means any condition which, in the opinion of City officials, poses an immediate threat to the lives or property of the citizens of Englewood or others caused by any natural or man-made disaster, including but not limited to, storms, floods, fire, accidents, explosions, major water main breaks, hazardous material spills, etc. Site License means, as applicable, any site-specific license issued to Licensee pursuant to the terms of this Agreement, attached as Exhibit A hereto. Use Area means the portions of the Drain Line Easement designated on a Site Plan or other plan (as defined in the applicable exhibit) that Licensee is allowed to use and/or occupy under a Site License and pursuant to this Agreement. SECTION 2. Permission to Use Drain Line Easement Page 417 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 3 of 20 (303) 762-2300 | www.englewoodco.gov 2.1 The City shall have the right to maintain, install, repair, remove or relocate the Drain Line or any other of its facilities or installations within the Drain Line Easement, at any time and in such manner as the City deems necessary or convenient. The City reserves the exclusive right to control all installations and construction within the Drain Line Easement. Except as specifically authorized in writing, Licensee shall not interfere with, obstruct, modify, or otherwise in any way impact the City’s use of Drain Line. In the event Licensee’s Facilities should interfere with any future use of the Drain Line Easement by the City, the Licensee shall, upon request and at its sole expense, relocate, rearrange, or remove its installations so as not to interfere with any such use. In granting this authorization, the City reserves the right to make full use of the Drain Line Easement as may be necessary or convenient in the operation of the drain line and the City’s water system. 2.2 Subject to the provisions of this Agreement and applicable law, City hereby grants to Licensee permission to use designated portions of the Drain Line Easement subject to and conditioned upon Licensee’s full, timely, complete and faithful performance of all obligations to be performed or required hereunder by Licensee, and Licensee hereby accepts the terms and conditions of this Agreement. It is the responsibility of Licensee to determine if the Use Area is within the Drain Line Easement, through a title report or other means. If the Use Area does not fall under the jurisdiction of the City, it is Licensee’s sole responsibility to secure the land rights to site its Facilities in the Use Area. 2.3 Licensee can use the Use Area for the ownership, operation and maintenance of Licensee’s Facilities as described in a Site License substantially in the form of Exhibit A and shall conduct no other activity at or from those designated portions of the Drain Line Easement beyond the authority granted by this Agreement and a Site License issued hereunder. Any future modifications of such Facilities must maintain any stealth and concealment elements required for the original Facilities. 2.4 All other uses of the Drain Line Easement under this Agreement are prohibited. Should Licensee seek to use the Drain Line Easement for other purposes, it must enter into a separate agreement with the City to do so. 2.5 The authority to install Facilities in the Drain Line Easement granted herein authorizes Toll Southwest LLC to install and construct such Facilities and does not authorize Toll Southwest LLC to install or construct any other facilities not expressly provided for in this Agreement. 2.6 Licensee shall comply with all applicable laws as amended from time to time, including but not limited to, Colorado and federal law in the exercise and performance of its rights and obligations under this Agreement. 2.7 This Agreement authorizes Licensee, its agents, and contractors and no other person, to operate, manage and maintain the Facilities and associated equipment in the Drain Line Easement. This Agreement does not authorize a customer of Licensee to operate, manage or maintain Licensee’s equipment in the Drain Line Easement. 2.8 Licensee shall not be required to obtain City Permits or pay any fees for the work described herein that may otherwise be applicable. Page 418 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 4 of 20 (303) 762-2300 | www.englewoodco.gov 2.9 Licensee shall not trim or cut down any trees, shrubs, or brush on the Drain Line Easement without permission of the City. When required by City, Licensee, at its expense, shall trim or cut down trees, shrubs or brush and remove and dispose of cutting debris to the satisfaction of City for those trees, shrubs, or brush on the Drain Line Easement. SECTION 3. Non-Exclusive Rights/Priority Rights 3.1 The Site License is not exclusive and nothing herein contained shall be construed to prevent City from granting other like or similar permissions or privileges within the Drain Line Easement to any other person, firm or corporation, or to deny to or lessen the powers and privileges granted to City under the City Charter, the Colorado Constitution and laws of the State of Colorado. 3.2 Any and all rights granted to Licensee under this Agreement, which shall be exercised at Licensee’s sole cost and expense, shall be subject to the prior and continuing right of City to use the Drain Line Easement exclusively or concurrently, with any other person or entity and shall be further subject to all deeds, easements, dedications, conditions, covenants, restrictions, encumbrances, and claims of title which may affect the Drain Line Easement. 3.3 Any right or privilege claimed pursuant to this Agreement by Licensee for any use of any right- of-way shall be subordinate to: A) any prior or subsequent lawful occupancy or use thereof by the City or any other governmental entity; B) any prior lawful occupancy or use thereof by any other person; C) and to any prior easements therein, provided however, that nothing herein shall extinguish or otherwise interfere with property rights established independently of this Agreement. The rights and privileges granted in this Agreement shall be subject to prior agreements, licenses and/or grants, recorded or unrecorded, and it shall be the Licensee’s sole responsibility to determine the existence of said documents or conflicting uses or installations. 3.4 There is hereby reserved to the City every right and power required pursuant to this Agreement that is reserved. Licensee by its execution of this Agreement agrees to be bound thereby and to comply with any lawful action of the City in its exercise of such rights or power pursuant to the Drain Line Easement. Neither the granting of any Agreement nor any provision hereof shall constitute a waiver or bar to the exercise of any lawful governmental right or power of City. 3.5 By executing this Agreement, the City does not waive any rights that it may have against any public utility or other property owner to require that such owners obtain prior approval from the City for such uses of the Drain Line Easement, or that revenues received by any public utility or other property owner from Licensee, by virtue of Licensee’s use of the Drain Line Easement be included in the computation of any use agreement fees owed by such parties to the City. 3.6 Nothing in this Agreement shall be construed to prevent the City from abandoning, altering, improving, repairing, or maintaining its facilities and/or the Drain Line Easement, and for that purpose to require Licensee, at no expense to the City, to remove, relocate or abandon in place Licensee’s Facilities in order to accommodate the activities of the City at Licensee’s expense. The City shall not be liable for lost revenues sustained by Licensee, however caused, because of damage, modification, alteration, or destruction of its Facilities in the Drain Line Easement, when Page 419 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 5 of 20 (303) 762-2300 | www.englewoodco.gov such costs or lost revenues result from the construction, operation, and/or maintenance of City facilities and/or the Drain Line Easement, provided that the activities resulting in such costs or lost revenues are conducted in accordance with applicable laws and regulations. SECTION 4. Regulatory Conditions Relating to Easement Usage 4.1 For purposes of this Agreement, whenever work is done in the Drain Line Easement relating to this Agreement, Licensee agrees that it is solely responsible for the acts, errors, omissions, and any negligence of its Contractors and that the obligations of Sections 4 and 5 are imposed on both Licensee and any of its Contractors, who will be considered Licensee’s agents and for whom Licensee will be responsible. 4.2 Licensee is solely and completely responsible for ensuring that its Facilities are managed, installed, operated and/or maintained in accordance with applicable law. 4.3 Licensee’s use of the Drain Line Easement and easements under the control of the City shall be according to plans attached to a Site License and approved by the City as submitted, provided that such approval shall not be unreasonably withheld or delayed. 4.4 Licensee’s Facilities to be operated, maintained, upgraded and removed hereunder shall be located or relocated so as to interfere as little as possible with the operation and maintenance of Drain Line or other authorized uses within the Drain Line Easement and easements. 4.5 Licensee and its agents shall be subject to the City’s exercise of such regulatory and other powers within the Drain Line Easement as it now has or may later obtain, and Licensee may not waive the application of the same. City shall have supervision over any Facilities located within or on the Drain Line Easement. 4.6 Clean Up. Licensee and/or its Contractor(s) shall, during maintenance or relocation or removal of the Facilities and upon completion of such work, remove all temporary construction materials and equipment, debris, and unused materials provided for in the work, and put the work site and the Drain Line Easement in a safe, neat, and clean condition. 4.7 Graffiti Removal. Licensee shall at all times keep and maintain its Facilities free of all graffiti. City shall notify Licensee in writing if graffiti is on the Facilities. If Licensee fails to remove the graffiti within thirty (30) days after notice in writing is received, City shall have the right to remove any graffiti present. Licensee shall reimburse City for all costs directly attributable to such abatement within thirty (30) days of City’s presenting Licensee with a statement of such costs. 4.8 Safety. Licensee and Licensee’s Contractor(s) shall be solely and completely responsible for the conditions of any job site where the Facilities are being placed, including safety of all persons (including employees) and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. Safety provisions shall conform to all applicable federal (including OSHA), state, county, and local laws, ordinances, codes, and regulations. Where any of these are in conflict, the more stringent requirement shall be followed. Page 420 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 6 of 20 (303) 762-2300 | www.englewoodco.gov Licensee’s failure to thoroughly familiarize itself with the aforementioned safety provisions shall not relieve Licensee from compliance with these provisions. 4.9 Damage. If Licensee damages City or private property, Licensee shall promptly, at its own expense, and in a manner acceptable to the City, repair the damage. If Licensee fails to do so, the property owner may repair the damage at its own expense, and Licensee shall reimburse the property owner within thirty (30) days of invoicing. SECTION 5. Plan Approval, Permits, and Inspection 5.1 No Facilities shall be installed, constructed, replaced, located on, or attached to any property within the Drain Line Easement until a Site License (attached as Exhibit A) from the City has been approved and executed. Additionally, Licensee and its Contractor(s) shall comply with all applicable law governing the Drain Line Easement. All rights hereunder are granted under the express condition that the City shall have the power at any time to impose lawful restrictions and limitations upon, and to make regulations as to Licensee’s use of the Drain Line Easement as may be deemed best for the public interest, safety, or welfare to the same extent that such restrictions and limitations are applied to all non-governmental users of the Drain Line Easement. 5.2 Licensee shall submit the applicable details, plans, and specifications for City review and approval prior to any and all construction work performed pursuant to the rights granted under this Agreement. Licensee and/or its Contractor(s) shall abide by all stipulations of the Site License issued. If Licensee desires to change the location of any Facilities, including any related Facilities from that set forth in the Site License, Licensee shall apply for and obtain approval for an amendment to the Site License prior to installation or construction. 5.3 City will approve or deny such Site Licenses based on the availability of space at the location sought by Licensee, safety, and other considerations in accordance with applicable law. Licensee and/or its Contractor(s) shall comply with the terms of any Site License. 5.4 Any new underground facilities placed in the Drain Line Easement will be constructed using industry standard horizontal directional drilling and trenching construction methods. Licensee and/or its Contractor(s) installations will be done using industry standard practices and in full compliance with any applicable Site License. 5.5 If Licensee desires to change the components of the Facilities that will impact the Drain Line Easement, written approval of such change must be obtained from the City. 5.6 The City shall have the right to inspect all construction or installation work performed subject to the provisions of this Agreement and to make such tests as it shall find necessary to meet City standards to ensure compliance with the terms of this Agreement and other applicable law. 5.7 Licensee shall also provide and identify a representative, such as a project manager, who shall be the contact person for the City during any construction periods. The Licensee shall provide a contact number for emergencies that occur outside of regular business hours and shall provide this contact number to the City in advance of each construction activity/permitted installation. Page 421 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 7 of 20 (303) 762-2300 | www.englewoodco.gov 5.8 Whenever Licensee or its Contractors shall cause any opening or alteration to be made for any purpose in any public streets, or public places, the opening or alteration shall be completed and restored with due diligence within seven (7) business days. Licensee shall upon the completion of the opening or alteration, restore the property, improvements or landscaping disturbed by Licensee or its Contractors to a condition substantially comparable to the condition before the opening or alteration and the restoration shall be performed with due diligence within a reasonably prompt time. SECTION 6. Maintenance/Modifications 6.1 Maintenance of all Facilities shall be performed by Licensee at Licensee’s sole cost and expense. Licensee will be responsible for obtaining the appropriate approvals for work in the Drain Line Easement in order to access the Facilities. 6.2 Licensee will perform routine maintenance and repair of all Facilities in accordance with applicable law. 6.3 Damaged or deteriorated components must be corrected within forty-eight (48) hours of notification. If the components are taken out of service, Licensee must remove them within five (5) business days of being taken out of service. 6.4 Any upgrade and/or modification to the Facilities, other than a like for like replacement, will need specific approval from the City and require Licensee to submit the information required. Any approval required from the City must be obtained in writing from the City Manager or their designee. SECTION 7. Traffic Control 7.1 Licensee shall have the full responsibility and liability for any traffic control for work performed by Licensee or its Contractors. SECTION 8. Hazardous Substances 8.1 Licensee agrees it will not produce, dispose, transport, treat, use, generate, store any Hazardous Substances on, under, about or within the area of the Drain Line Easement in violation of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. § 9601, et. seq.; the Resource Conservation and Recovery Act., 42 U.S.C. § 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; or any other federal, state, county, or local law or regulation. Licensee may not use the Drain Line Easement in a manner that would require a permit or approval related to Hazardous Substances from any governmental agency other than the City. Licensee will pay, indemnify, defend and hold City harmless against any loss or liability incurred by reason of any Hazardous Substance produced, disposed of, or used by Licensee pursuant to this Agreement, to the extent permitted by Colorado law, and must immediately notify City of any Hazardous Substance discovered at any time that is unlawfully present upon the Drain Line Easement. Licensee will ensure that any on-site or off-site storage, treatment, transportation, Page 422 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 8 of 20 (303) 762-2300 | www.englewoodco.gov disposal or other handling of Hazardous Substance will be performed by persons who are properly trained, authorized, licensed and otherwise permitted to perform those services. 8.2 Licensee understands the hazards presented to persons, property, and the environment by dealing with Hazardous Substances. Licensee acknowledges the possibility that the Drain Line Easement may contain actual or presumed asbestos and other Hazardous Substances containing materials. SECTION 9. On-Call Assistance Licensee shall be available to employees of any City department having jurisdiction over Licensee’s activities twenty-four (24) hours a day, seven (7) days a week, regarding problems or complaints resulting from the operation, maintenance, or removal of its Facilities, at the phone number provided below. Licensee shall use reasonable efforts to respond to any issues within the time frames specified in this Agreement. Licensee shall handle or otherwise make arrangements to address any necessary problems or complaints that require a physical presence. SECTION 10. Mapping Requirement 10.1 Licensee shall maintain Record Drawings of its Facilities located within the Drain Line Easement and furnish a copy electronically in an electronic-compatible mapping format (in a mapping format compatible with the current City electronic mapping format as specified by the City). Upon completion of new or relocation construction of underground Facilities in the Drain Line Easement, Licensee shall create and maintain precise, up-to-date maps of all Facilities located in the Drain Line Easement and precise and verifiable horizontal and vertical location information and will make this information available to the City upon the installation of any new Facilities. Licensee will also provide surface-location marking of any of Licensee’s Facilities that are located underground within the Drain Line Easement within ten (10) business days of installation. 10.2 In the event Licensee fails to supply records in the City specified format and there is a cost to the City in converting Licensee-provided files, Licensee will be responsible for the conversion costs and will pay such reasonable costs within thirty (30) days of the City invoicing the amount due. SECTION 11. Relocation 11.1 Licensee shall relocate at no expense to the City any Facilities or other encroachment installed or maintained in, on or under the Drain Line Easement, as may be necessary to facilitate improvements to the Drain Line within the Use Area. 11.2 Licensee agrees to notify the City and seek necessary approvals prior to removing, abandoning, relocating, or reconstructing of any portion of its Facilities in, on or under the Drain Line Easement. Notwithstanding the foregoing, City understands and acknowledges there may be instances when Licensee is required to make repairs that are of an emergency nature or in connection with an unscheduled disruption of the Facilities. Licensee will maintain any necessary approvals required by the City for such maintenance and emergency repairs. Licensee will notify Page 423 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 9 of 20 (303) 762-2300 | www.englewoodco.gov City before the repairs and will apply for and obtain the necessary approvals in a reasonable time after notification. 11.3 If the City needs to perform any part of the necessary relocation or removal work that has not been done within the time required by the City, Licensee shall reimburse the City for reasonable costs within thirty (30) days of City invoicing. SECTION 12. Damage to Public Property 12.1 Whenever the installation, use, maintenance, removal, or relocation of any of Licensee’s Facilities is required or permitted under this Agreement, and such installation, removal, or relocation damages or disturbs the surface or subsurface of the Drain Line Easement or public property or the public improvement located thereon, therein, or thereunder, however such damage or disturbance was caused, Licensee, at its sole cost and expense, shall promptly restore the surface or subsurface of the Drain Line Easement or public property and/or repair or replace the surface, subsurface and/or public improvement therein, or thereunder, in as good a condition as before in accordance with applicable laws, normal wear and tear excepted, reasonably satisfactory to the City. If Licensee does not repair the damage or disturbance as just described, then City shall have the option, upon fifteen (15) days prior written notice to Licensee, to perform or cause to be performed such reasonable and necessary work on behalf of Licensee and to charge Licensee for the actual costs incurred by the City at City’s standard rates. 12.2 Notwithstanding the notice provision above, in the event of a Public Emergency, the City shall have the right to immediately perform, without prior written notice to Licensee, such reasonable and necessary work on behalf of Licensee to repair and return public property to a safe and satisfactory condition in accordance with applicable laws, normal wear and tear excepted, reasonably satisfactory to the City. The City shall provide written notice to Licensee of the repairs as soon as practicable after the work has begun. Licensee agrees that any severed or damaged portion of the Drain Line must be completely repaired or replaced. If the City needs to perform any part of the necessary repairs, relocation and/or removal work, it shall be entitled to seek payment for such repairs, relocation and/or removal costs from Licensee. 12.3 Upon the receipt of a demand for payment by City, Licensee shall promptly reimburse City for such reasonable costs. SECTION 13. Public Emergency Disruption by City The City shall have the right, because of a Public Emergency, as it relates to the Drain Line, to alter, relocate, sever, disrupt, remove, tear out, dig up, or otherwise damage and/or destroy Facilities of Licensee without any prior notice to Licensee, if the action is deemed necessary by either the City Manager, Police Chief, City Engineer, or Director of Utilities or designee. In such event, neither the City nor any agent, contractor or employee of City shall be liable to Licensee, its Contractors or its customers or their parties for any harm so caused to them or the Facilities. When practical and if possible, City will consult with Licensee in advance to assess the necessity of such actions and to minimize to the extent practical under the circumstances damage to and disruption of operation of the Facilities. City shall inform Licensee of any actions taken. Licensee Page 424 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 10 of 20 (303) 762-2300 | www.englewoodco.gov shall be responsible for repair at its sole expense of any of its Facilities damaged pursuant to any such action taken by City. SECTION 14. Public Safety 14.1 If any of Licensee’s Facilities or activities present any immediate hazard or impediment to the public, to the City, to other improvements or activities within or outside of the Drain Line Easement, or to City’s ability to safely and conveniently operate the Drain Line Easement or perform City’s utility, public safety and/or other public health, safety, and welfare functions, then Licensee shall immediately remedy the hazard, comply with City’s request to secure the area, and otherwise cooperate with City at no expense to City to remove any such hazard or impediment. 14.2 In the event that the Licensee is unable to remedy the hazard, then the City may make necessary repairs to eliminate any safety hazards, at Licensee’s sole expense. SECTION 15. City’s Reserved Rights Any applicable zoning processes, building permit processes, right-of-way management policies, and similar regulatory requirements that apply to Licensee’s Facilities and/or related Facilities are completely separate from the plans approval processes under this Agreement. Licensee’s satisfaction of any regulatory requirement does not substitute for compliance with any requirement of this Agreement or constitute approval of any plans for the purposes of this Agreement. SECTION 16. Non-use/Abandonment of the Facilities 16.1 An “Abandoned Facility” means a Facility no longer in service or physically disconnected. If Licensee ceases to provide services or abandons use of any of its Facilities for more than one (1) year, the Facility shall be deemed an Abandoned Facility and Licensee shall notify the City. The City may require Licensee, to the reasonable satisfaction of the City and without cost or expense to the City, to remove the Facilities and to restore the public property and Drain Line Easement to a reasonable condition under the supervision of the City within six (6) months of abandonment. 16.2 Title to any and all personal property installed by Licensee upon the Drain Line Easement that is not timely removed shall automatically vest in City, at City’s sole option. 16.3 Upon abandonment of any right or privilege herein granted, the right of Licensee to that extent shall terminate. SECTION 17. Contractors 17.1 The specific independent Contractors identified and used by Licensee for the construction activities to expand and extend Licensee’s Facilities and Use Area shall be provided to and approved by the City prior to issuance of any Site License, such approval shall not be unreasonably withheld, delayed, conditioned, or denied. Any Contractors performing construction work within Page 425 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 11 of 20 (303) 762-2300 | www.englewoodco.gov the Drain Line Easement or public easements shall comply with licensing requirements applicable to Colorado contractors. 17.2 Each Contractor shall have the same obligations with respect to its work as Licensee would have if Licensee performed the work. Licensee shall be responsible for ensuring that the work of its Contractors is performed consistent with this Agreement and other applicable law, shall be responsible for acts or omissions of its Contractors under this Agreement, shall be responsible for promptly correcting acts or omissions by its Contractors, and shall implement a quality control program to ensure that the work contemplated by this Agreement is performed. 17.3 Licensee shall furnish separate certificates and endorsements for each independent Contractor. All coverages for independent Contractors shall be subject to substantially similar requirements stated herein for Licensee. 17.4 Compliance with the Immigration Reform and Control Act of 1986. Licensee certifies that Licensee has complied with the United States Immigration Reform and Control Act of 1986. All persons employed by Licensee to perform this contract have completed and signed Form I-9 verifying their identities and authorization for employment. SECTION 18. Limitation of Liability 18.1 Licensee expressly acknowledges that Licensee’s Facilities are exposed to many risks beyond the reasonable control of City, including acts of God or the public enemy, such as but not limited to, wind, rain, sleet, ice, floods, fire, riots, sabotage, expropriation, or confiscation of facilities. Except as expressly provided in this Agreement, Licensee shall assume all risk of loss to Facilities that may arise in connection with these hazards. 18.2 CITY HEREBY DISCLAIMS ANY REPRESENTATIONS AND/OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRESENT OR FUTURE SUITABILITY OF CITY RIGHT OF WAY AND/OR THE FACILITIES(S) FOR LICENSEE’S INTENDED PURPOSE. 18.3 Licensee acknowledges and agrees that Licensee bears all risk of loss or damage to the Facilities installed in the Drain Line Easement pursuant to this Agreement from any cause, except for the cost of repairs to damaged Facilities to the extent caused by the negligence or willful misconduct of the City and not covered by the Licensee’s insurance. IN NO EVENT, HOWEVER, SHALL CITY BE LIABLE TO LICENSEE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES RESULTING FROM ANY LOSS OR DAMAGE TO LICENSEE’S FACILITIES, REGARDLESS OF WHETHER THE CITY WAS ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE LEGAL THEORY OR BASIS FOR SUCH CLAIM. 18.4 The City and its officers, agents, elected or appointed officials, employees, departments, boards, and commissions shall not be liable to Licensee or to its affiliates or customers for any interference with or disruption in the operations of Licensee’s Facilities or the provision of services, or for any damages arising out of or materially related to Licensee’s use of the Drain Line Page 426 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 12 of 20 (303) 762-2300 | www.englewoodco.gov Easement, except to the extent of intentional misconduct or gross negligence on the part of the City, its officers, agents, elected or appointed officials, employees, departments, boards and commissions. 18.5 Licensee also agrees that it shall have no recourse whatsoever against the City or its officials, boards, commissions, agents or employees for any loss, costs, expense, or damages arising out of or materially related to any provision or requirement of the City because of the enforcement of this Agreement. SECTION 19. Term and Renewal 19.1 This Agreement shall be effective as of the date of approval of the Agreement by the City (the “Effective Date”) and unless sooner terminated in accordance with other provisions of this Agreement, shall continue in effect for a period of 20 years. 19.2 The term of this Agreement shall automatically be extended for two (2) additional 10-year renewal terms, unless Licensee gives written notice of its intent to terminate the Agreement no later than six (6) months prior to the end of the Initial Term or Renewal Term (as applicable). The word “Term” will refer to both the Initial Term and any Renewal Term(s). 19.3 Licensee may terminate any Site License at any time during any Site License Term upon ninety (90) days prior written notice. However, Licensee does not have the right to terminate any time after an event of default by Licensee has occurred (or an event has occurred that would become a default after passage of time or giving of notice). Termination of any Site License shall not affect Licensee’s liabilities and obligations incurred under such Site License prior to the effective date of such termination. SECTION 20. Termination by Licensee 20.1 Licensee may terminate this Agreement prior to its date of expiration by providing the City with ninety (90) days written notice and only upon making arrangements satisfactory with the City to remove all Licensee’s Facilities from the Drain Line Easement, unless the City agrees in writing to allow Licensee to abandon part or all of its Facilities in place. If the City agrees to allow Licensee to abandon its Facilities in place, the ownership of such Facilities, including everything permitted by City to be abandoned in place, shall, at the City’s option, transfer to City and Licensee shall cooperate to execute any documents necessary to accomplish such transfer within thirty (30) days of such allowance of abandonment. 20.2 Unless the City has consented to allow Licensee to abandon part or all of its Facilities in place, upon termination of this Agreement, Licensee shall remove all of its Facilities within ninety (90) days. SECTION 21. Conflicts Between Applicable Law and Contracting Documents Page 427 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 13 of 20 (303) 762-2300 | www.englewoodco.gov In the event of any conflict between the Site License and this Agreement, and any Exhibits to this Agreement including any Site License, the controlling authority shall be first this Agreement; and second, any Exhibit to this Agreement/Site License. SECTION 22. Termination by City 22.1 City may, in addition to seeking any other remedy available to it, terminate this Agreement to occupy space in the Drain Line Easement if Licensee neglects or refuses to comply with any of the provisions of this Agreement beyond all applicable cure periods and fails within thirty (30) days after written notice from City to correct such neglect, refusal, or default provided Licensee shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and Licensee commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. In the event any default is limited solely to one or more Site Licenses, but not the Agreement as a whole, the City’s termination right shall be limited to those Site Licenses under which Licensee is in default beyond any applicable cure period. 22.2 Licensee’s failure to pay any amounts owed to the City after notice of such deficiency and the opportunity to cure as provided by this Agreement shall be cause for the City to terminate the applicable Site License. 22.3 Licensee’s failure to operate its Facilities (except during specific periods expressly excused by this Agreement) once installed for a period of two (2) months within any twelve (12) month period will be grounds for the termination of the Site License at that location upon sixty (60) days’ notice to Licensee, unless within such sixty (60) day period Licensee commences the use of such Facilities. 22.4 This Agreement shall terminate, without notice, (i) upon the institution by or against either Party of insolvency, receivership, or bankruptcy proceeding or any other proceedings for the settlement of either Party’s debts, (ii) upon either Party making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution or ceasing to do business. SECTION 23. Licensee’s Records 23.1 During the entire term of this Agreement, Licensee shall keep records and provide information to the City upon request relating to the status of the construction, repair, location, or relocation of Licensee’s Facilities. 23.2 If necessary for the City to determine Licensee’s compliance with the terms of this Agreement or other applicable law, within ten (10) days of written notice by City of a request for disclosure, Licensee shall provide relevant documentation as requested by City, respond to questions, and produce relevant books and records for the City’s inspection and copying. Such records shall be available to City at Licensee’s most proximate place of business within Colorado. Licensee shall also require its employees, agents, and accountants to give their full cooperation and assistance in connection with City’s access to such records. Page 428 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 14 of 20 (303) 762-2300 | www.englewoodco.gov SECTION 24. Penalties for Violation of Terms 24.1 The City may pursue any remedy at law, including but not limited to injunctive relief, civil trespass, and withholding other City authorizations until Licensee complies with the terms of the Agreement or the applicable law. 24.2 Such remedies are cumulative and may be pursued in the alternative. SECTION 25. NOTICE 25.1 All notices, which shall or may be given pursuant to this Agreement and shall be effective on receipt, shall be in writing and transmitted through both email and US Mail, postage prepaid as follows: CITY OF ENGLEWOOD: City of Englewood – Utilities Department Email: utilities@englewoodco.gov 1000 Englewood Parkway Englewood, Colorado 80110-2373 With copies to: Englewood City Attorney’s Office cao@englewoodco.gov 1000 Englewood Parkway Englewood, Colorado 80110-2373 LICENSEE: Toll Southwest LLC 7100 E. Belleview Ave. Suite 200 Greenwood Village, CO 80211 After-hours emergency phone: 303-708-0730 25.2 Either party may from time to time designate any other address for this purpose by written notice to the other party in the manner set forth above. 25.3 Licensee shall notify the City within ten (10) business days of any change in mailing address. SECTION 26. Governing Law 26.1 It is mutually understood and agreed that this Agreement shall be governed by the laws of the State of Colorado, both as to interpretation and performance. Any action at law, suit in equity, or judicial proceeding for the enforcement of this Agreement or any provision thereof shall be instituted only in the courts located within Arapahoe County, Colorado, including federal court. Page 429 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 15 of 20 (303) 762-2300 | www.englewoodco.gov 26.2 Provisions Required By Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this contract shall be deemed to be inserted herein and this Agreement shall be read and enforced as though it were included therein. SECTION 27. Partial Invalidity If any section, paragraph, subdivision, clause, phrase, or provision of this Agreement shall be adjudged invalid or unenforceable, or is preempted by federal or state laws or regulations, the same shall not affect the validity of this Agreement as a whole or any part of the provisions of this Agreement other than the part adjudged to be invalid, unenforceable, or preempted. SECTION 28. Non-Waiver Licensee shall not be excused from complying with any of the terms and conditions of this Agreement by any failure of the City upon any one or more occasions to insist upon or to seek compliance with any such terms or conditions. SECTION 29. Force Majeure With respect to any provision of this Agreement, the violation or non-compliance of which could result in the imposition of a financial penalty, forfeiture or other sanction upon Licensee, such violation or non- compliance shall be excused where such violation or non-compliance is the result of acts of God, war, civil disturbance, strike or other labor unrest, or other events, the occurrence of which was not reasonably foreseeable by Licensee and is beyond its reasonable control. SECTION 30. Dispute Resolution 30.1 If any dispute or claim arises out of the interpretation, performance or breach of this Agreement, the Parties agree that upon the written demand of either Party, they will meet within two (2) weeks of such demand to attempt in good faith to resolve the dispute. The meeting will be attended by representatives of both Parties having the authority to resolve the dispute. 30.2 Notwithstanding the provisions of Englewood Municipal Code Section 4-1-3-4(D)(8), if the dispute is not resolved within a reasonable time, the disputing Parties are free to use other remedies upon mutual written consent, such as mediation or nonbinding arbitration. Absent mutual agreement, the Parties may pursue litigation to resolve the dispute. SECTION 31. Amendments, Modifications or Supplements This Agreement may not be amended, modified, or supplemented except by an authorized representative of each party in a written agreement signed by both Parties. The City Manager or designee shall be considered an authorized representative for the City. Page 430 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 16 of 20 (303) 762-2300 | www.englewoodco.gov SECTION 32. Exhibits All Exhibits referred to in this Agreement and any addenda, attachments, and schedules which may, from time to time, be referred to in any duly executed amendment to this Agreement are by such reference incorporated in this Agreement and shall be deemed a part of this Agreement. SECTION 33. Survival Upon termination of this Agreement, no new Agreement or license will be issued and permission for the Facilities to be in the Drain Line Easement will terminate at the end of individual Site License Term as applicable. However, all other terms and conditions of this Agreement shall survive and govern with respect to any remaining terms in effect until their expiration or termination, including any Section of this Agreement that must survive termination to fulfill its essential purpose. Notwithstanding anything herein, after the expiration of this Agreement, its terms and conditions shall survive and govern with respect to any remaining in effect until their expiration or termination. SECTION 34. Incorporation by Reference This Agreement is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference and shall supersede any apparently conflicting provision otherwise contained in this Agreement. APPROVED BY THE PARTIES ON THE DATE BELOW WRITTEN: CITY OF ENGLEWOOD, COLORADO CITY OF ENGLEWOOD By: __________________________________ Othoniel Sierra, Mayor ATTEST: _________________________________ Stephanie Carlile, City Clerk Page 431 of 972 Page 432 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 18 of 20 (303) 762-2300 | www.englewoodco.gov EXHIBIT A: SITE-SPECIFIC LICENSE FOR DRAIN LINE CROSSING AGREEMENT This Site-Specific License (“Site License”), issued this _______ day of _____________________, 20__ (“Effective Date”) between the City of Englewood, with an address of 1000 Englewood Parkway, Englewood, Colorado 80110, hereinafter referred to as “City” and Toll Southwest LLC with an address of 7100 E. Belleview Ave. Suite 200 Greenwood Village, CO 80111, hereinafter referred to as “Licensee”. 1. Site License. This is a Site License as referenced in the Drain Line Crossing Agreement for the use of the City’s Drain Line Easement in connection with Licensee’s Facilities, between the City and Licensee dated ___________ ____, 20_____, and recorded in Clerk and Recorder of ________________ County, Reception No. _______________(the “Agreement”). All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement. In the event of a contradiction, modification or inconsistency between the terms of the Agreement, and this Site License, the terms of the Agreement shall govern. Capitalized terms used in this Site License shall have the same meaning as set forth in the Agreement unless otherwise indicated herein. 2. Project Description and Locations. Licensee shall have the right to operate and maintain its Facilities at the designated areas in the Drain Line Easement as further described in Exhibit A- 1 attached hereto, which provides the Site Plan for this Site-Specific License, and a description of the Use Area and Equipment/Facilities (the “Use Area and Description of Facilities”). 3. Term/Termination. The term of this Site License shall be twenty (20) years from the date of execution of the Drain Line Crossing Agreement, and as that term may be renewed in accordance with the Drain Line Crossing Agreement. 4. Fees. No fee shall be required for this Site-Specific License. 5. Commencement Date. The Commencement Date for Licensee’s operations and maintenance of the Facilities shall be the date upon which this Site License is issued by the City (“Site License Commencement Date”). 6. Approvals. It is understood and agreed that Licensee’s ability to use the Use Area is contingent upon its obtaining all of the certificates, permits and other approvals (collectively “Government Approvals”) that may be required by any Federal, State, or Local authorities. In the event that (i) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to Licensee is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; (iii) Licensee determines that such Governmental Approvals may not be obtained in a timely manner; or (iv) Licensee determines that the Use Area is no longer technically compatible for its use, Licensee shall have the right to terminate this Site License. Notice of the Licensee’s exercise of its right to terminate shall be Page 433 of 972 Page 434 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 20 of 20 (303) 762-2300 | www.englewoodco.gov EXHIBIT A-1 Site Plan for Site-Specific License Providing Use Area, Equipment, and Description of Facilities Operation, and maintenance of a irrigation line that crosses above the existing Drain Line. Bottom of 2” irrigation line will be a minimum 1.9’ above the top of the Drain Line. The extents of the use area shall be within the 25-ft easement surrounding the centerline of City Ditch. Page 435 of 972 Page 436 of 972 Page 437 of 972 Page 438 of 972 Drain Line Temporary Construction Easement Page 1 of 3 DRAIN LINE TEMPORARY CONSTRUCTION EASEMENT (Santa Fe Park Development, Crossing #6 – Private Electric Line) This Drain Line Temporary Construction Easement ("Temporary Easement") is entered into this _______ day of _________________________, 20___, by and between the City of Englewood, Colorado, a municipal corporation of the State of Colorado (“Grantor”), and Toll Southwest LLC, a Delaware limited liability company (“Toll” or “Grantee”). These entities may be individually referred to as the “Party” or collectively referred to herein as the “Parties.” WHEREAS, the City of Englewood owns an Easement for the Drain Line (“Drain Line Easement”), and operates a water drain line that drains water from McLellan Reservoir to the South Platte River as a necessary part of Englewood’s water rights operations and to ensure safe operation of McLellan Reservoir, that is located as described in the attached Exhibit A. WHEREAS, Toll desires to install a Private Electric Line within the Drain Line Easement, pursuant to a license between the Parties (“Private Electric Line”). NOW THEREFORE, in consideration of the mutual covenants of the Parties, more particularly hereinafter set forth, the adequacy and sufficiency of which are hereby acknowledged, it is agreed as follows: 1. Temporary Construction Easement. Englewood, as Grantor, hereby grants to Toll, as Grantee, its successors, assigns, contractors, and sub-contractors, a non-exclusive temporary construction easement through, over, under, and across the Drain Line Easement for the installation, repair, or replacement of the Private Electric Line as described in a separate Drain Line Crossing Agreement between Englewood and Toll Southwest LLC dated _______, 2024(the “Project”). Except as specifically authorized in writing, Grantee shall not interfere with, obstruct, modify, or otherwise in any way impact the Grantor’s use of Drain Line. 2. Term of Easement. The Project will begin no sooner than January 2, 2025 and will be completed no later than December 31st, 2026. Prior to commencement of construction, the Grantee will physically locate Drain Line using non-destructive excavation methods (potholing with hydro/air vacuum) and provide the resulting information to the Grantor. The Grantee will also provide construction plans and specifications for the Grantor’s review and approval prior to commencement of construction. Completion of the Project will be deemed to have occurred upon the occurrence of the inspection and approval of the Project by Grantor and this Temporary Easement will be deemed to have terminated upon such completion. 3. Access. Grantee shall have the temporary non-exclusive right to enter the Drain Line Easement for any reasonable purpose necessary or prudent for the construction of the Project subject to the following restrictions: 1) normal working hours shall be consistent with City of Page 439 of 972 Drain Line Temporary Construction Easement Page 2 of 3 Littleton construction hours, Monday through Friday; and 2) the operation of equipment and heavy trucks will be permitted on the Englewood Drain Line Easement only during normal working hours. 4. Restoration. Before completion of the Project, Grantee will perform such restoration and regrading as is necessary to restore the surface area of the Drain Line Easement to its original condition. 5. Liability. Grantee hereby acknowledges that it understands that there may be water flowing in the Drain Line year-round, and that Grantee will assume liability for any damage to Drain Line or adjoining property caused by water flow resulting from damage to the Drain Line caused by the Grantee’s construction activities. 6. Insurance. Grantee shall, at its sole cost and expense, maintain in full force and effect a valid commercial general liability policy of insurance for the Project providing coverage for bodily injury or death to one or more persons with a limit of not less than one million dollars ($1,000,000.00) per occurrence and five hundred thousand dollars ($500,000) per occurrence for damage to or destruction of property. Grantee further agrees that all its employees working on the Project shall be covered by adequate Workers’ Compensation Insurance. Grantee further agrees to require each of its contractors and their subcontractors working on the Project to obtain adequate liability insurance that includes Grantor and Workers’ Compensation Insurance in the minimum amounts as required by applicable law. Any contractor or subcontractor shall be required to indemnify Grantor. 7. Assignment. This Temporary Construction Easement is assignable only with the written permission of the Grantor, which permission will not be unreasonably withheld, conditioned, or delayed. 8. Incorporation by Reference. This Temporary Easement is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference and shall supersede any apparently conflicting provision otherwise contained in this Temporary Easement. 9. In granting the above authorization, Grantor reserves the right to make full use of the property involved as may be necessary or convenient in operation of the water supply system under control of Englewood. IN WITNESS WHEREOF, the Parties hereto have executed this Temporary Construction Easement on the day and year first written above. CITY OF ENGLEWOOD Page 440 of 972 Page 441 of 972 Page 442 of 972 Page 443 of 972 Page 444 of 972 Drain Line Temporary Construction Easement Page 1 of 3 DRAIN LINE TEMPORARY CONSTRUCTION EASEMENT (Santa Fe Park Development, Crossing #11 – 16” Waterline ) This Drain Line Temporary Construction Easement ("Temporary Easement") is entered into this _______ day of _________________________, 20___, by and between the City of Englewood, Colorado, a municipal corporation of the State of Colorado (“Grantor”), and Toll Southwest LLC, a Delaware limited liability company (“Toll” or “Grantee”). These entities may be individually referred to as the “Party” or collectively referred to herein as the “Parties”. WHEREAS, the City of Englewood owns an Easement for the Drain Line (“Drain Line Easement”), and operates a water drain line that drains water from McLellan Reservoir to the South Platte River as a necessary part of Englewood’s water rights operations and to ensure safe operation of McLellan Reservoir, that is located as described in the attached Exhibit A. WHEREAS, Toll desires to install a 16” Waterline within the Drain Line Easement (“16” Waterline”). WHEREAS, following installation of the 16” Waterline and a warranty period as described below, Toll will dedicate the 16” Waterline to the Southwest Metro Water and Sanitation District, which will operate and maintain the 16” Waterline pursuant to a separate crossing agreement and license with Englewood. NOW THEREFORE, in consideration of the mutual covenants of the Parties, more particularly hereinafter set forth, the adequacy and sufficiency of which are hereby acknowledged, it is agreed as follows: 1. Temporary Construction Easement. Englewood, as Grantor, hereby grants to Toll, as Grantee, its successors, assigns, contractors, and sub-contractors, a non-exclusive temporary construction easement through, over, under, and across the Drain Line Easement for the installation, repair, or replacement of a 16” Waterline as described in a separate Drain Line Crossing Agreement between Englewood and Southwest Metro Water and Sanitation District dated _______, 2024 (the “Project”). Except as specifically authorized in writing, Grantee shall not interfere with, obstruct, modify, or otherwise in any way impact the Grantor’s use of Drain Line. 2. Term of Easement. The Project will begin no sooner than January 2, 2025 and will be completed no later than December 31st, 2026. Prior to commencement of construction, the Grantee will physically locate Drain Line using non-destructive excavation methods (potholing with hydro/air vacuum) and provide the resulting information to the Grantor. The Grantee will also provide construction plans and specifications for the Grantor’s review and approval prior to commencement of construction. Completion of the Project will be deemed to have occurred upon the occurrence of both (1) the inspection and approval of the Project by Grantor and (2) the acceptance of the Project by the Southwest Metro Water and Sanitation District and this Temporary Easement will be deemed to have terminated upon such completion. Page 445 of 972 Drain Line Temporary Construction Easement Page 2 of 3 3. Access. Grantee shall have the temporary non-exclusive right to enter the Drain Line Easement for any reasonable purpose necessary or prudent for the construction of the Project subject to the following restrictions: 1) normal working hours shall be consistent with City of Littleton construction hours, Monday through Friday; and 2) the operation of equipment and heavy trucks will be permitted on the Englewood Drain Line Easement only during normal working hours. 4. Restoration. Before completion of the Project, Grantee will perform such restoration and regrading as is necessary to restore the surface area of the Drain Line Easement to its original condition. 5. Liability. Grantee hereby acknowledges that it understands that there may be water flowing in the Drain Line year-round, and that Grantee will assume liability for any damage to Drain Line or adjoining property caused by water flow resulting from damage to the Drain Line caused by the Grantee’s construction activities. 6. Insurance. Grantee shall, at its sole cost and expense, maintain in full force and effect a valid commercial general liability policy of insurance for the Project providing coverage for bodily injury or death to one or more persons with a limit of not less than one million dollars ($1,000,000.00) per occurrence and five hundred thousand dollars ($500,000) per occurrence for damage to or destruction of property. Grantee further agrees that all its employees working on the Project shall be covered by adequate Workers’ Compensation Insurance. Grantee further agrees to require each of its contractors and their subcontractors working on the Project to obtain adequate liability insurance that includes Grantor and Workers’ Compensation Insurance in the minimum amounts as required by applicable law. Any contractor or subcontractor shall be required to indemnify Grantor. 7. Assignment. This Temporary Construction Easement is assignable only with the written permission of the Grantor, which permission will not be unreasonably withheld, conditioned, or delayed. 8. Incorporation by Reference. This Temporary Easement is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference and shall supersede any apparently conflicting provision otherwise contained in this Temporary Easement. 9. In granting the above authorization, Grantor reserves the right to make full use of the property involved as may be necessary or convenient in operation of the water supply system under control of Englewood. IN WITNESS WHEREOF, the Parties hereto have executed this Temporary Construction Easement on the day and year first written above. Page 446 of 972 Page 447 of 972 Page 448 of 972 Page 449 of 972 Page 450 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 1 of 20 (303) 762-2300 | www.englewoodco.gov DRAIN LINE CROSSING AGREEMENT (Santa Fe Park Development, Crossing # 17– Private Electric Line) This Drain Line Crossing Agreement (“Agreement”) is effective as of the day of __________________, 2024 and is between the City of Englewood, a Colorado municipal corporation (“City”) and the Toll Southwest LLC (“Licensee”). RECITALS A. The City owns and operates a drain line known as the McLellan Reservoir Drain Line that operates as a water drain line that drains water from McLellan Reservoir to the South Platte River as a necessary part of Englewood’s water rights operations and to ensure safe operation of McLellan Reservoir (“Drain Line”);; and B. The City owns an Easement for the Drain Line (“Drain Line Easement”) where it crosses property owned by Toll Southwest, LLC located in the City of Littleton that is shown on the Relinquishment and Grant of Easements, recorded September 15, 2023 at Reception No. E3063829; and C. The City is authorized to manage and use the Drain Line Easement and otherwise regulate the installation of devices/structures within the Drain Line Easement pursuant to applicable law, its authority as the owner of the right-of-way and owner and operator of the ditch, and its other governmental powers and authority; and D. Toll Southwest, LLC desires to install a private electric line over a portion of the Drain Line Easement in the Exhibit A pursuant to a separate temporary construction easement with Englewood dated _________, 2024; and E. Licensee desires to own, operate, and maintain the electric line following its installation by Toll Southwest, LLC; and F. Licensee desires to use the Drain Line Easement as described above; and G. Licensee agrees to secure the appropriate licenses, encroachments, and other permits required by applicable law for the proposed use; and H. Licensee agrees that the operation and maintenance of its electric line will not endanger the Drain Line or any related lateral or subjacent support to said Drain Line; and I. The City is willing to grant Licensee permission to use the Drain Line Easement for operation and maintenance of the electric line subject to the terms and conditions described herein and other applicable law; and Page 451 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 2 of 20 (303) 762-2300 | www.englewoodco.gov J. The City, without any warranty of its title or interest whatsoever, hereby authorizes Licensee to operate, maintain, repair, and replace the electric line crossing the Drain Line Easement pursuant to this Agreement and applicable law. NOW, THEREFORE AND IN CONSIDERATION of mutual covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: SECTION 1. Definitions Affiliate means any person or entity controlling, controlled by, or under the common control with Licensee. Claim(s) means and includes allegations, assessments, taxes, impositions, proceedings, liabilities, obligations, losses, claims of personal injury, bodily injury, sickness, disease, death, property damage, destruction, loss of use, financial harm, or other impairment, penalties, fines, damages, suits, actions, payments, judgments, demands, expenses and costs, including, but not limited to, attorney’s fees incurred through all appeals. Facilities means anything installed by Toll Southwest, LLC or Licensee in the Drain Line Easement under this Agreement or the related temporary construction easement between Toll Southwest, LLC and Englewood. The term “Facilities” includes but is not limited to the electric line and any existing or new related infrastructure installed, operated, or maintained by Licensee over the Drain Line Easement. Hazardous Substance means any substance, chemical or waste that is identified as hazardous or toxic in any applicable federal, state or local law or regulation, including but not limited to petroleum products and asbestos. Parties collectively mean the City of Englewood and Licensee. Public Emergency means any condition which, in the opinion of City officials, poses an immediate threat to the lives or property of the citizens of Englewood or others caused by any natural or man-made disaster, including but not limited to, storms, floods, fire, accidents, explosions, major water main breaks, hazardous material spills, etc. Site License means, as applicable, any site-specific license issued to Licensee pursuant to the terms of this Agreement, attached as Exhibit A hereto. Use Area means the portions of the Drain Line Easement designated on a Site Plan or other plan (as defined in the applicable exhibit) that Licensee is allowed to use and/or occupy under a Site License and pursuant to this Agreement. SECTION 2. Permission to Use Drain Line Easement Page 452 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 3 of 20 (303) 762-2300 | www.englewoodco.gov 2.1 The City shall have the right to maintain, install, repair, remove or relocate the Drain Line or any other of its facilities or installations within the Drain Line Easement, at any time and in such manner as the City deems necessary or convenient. The City reserves the exclusive right to control all installations and construction within the Drain Line Easement. Except as specifically authorized in writing, Licensee shall not interfere with, obstruct, modify, or otherwise in any way impact the City’s use of Drain Line. In the event Licensee’s Facilities should interfere with any future use of the Drain Line Easement by the City, the Licensee shall, upon request and at its sole expense, relocate, rearrange, or remove its installations so as not to interfere with any such use. In granting this authorization, the City reserves the right to make full use of the Drain Line Easement as may be necessary or convenient in the operation of the drain line and the City’s water system. 2.2 Subject to the provisions of this Agreement and applicable law, City hereby grants to Licensee permission to use designated portions of the Drain Line Easement subject to and conditioned upon Licensee’s full, timely, complete and faithful performance of all obligations to be performed or required hereunder by Licensee, and Licensee hereby accepts the terms and conditions of this Agreement. It is the responsibility of Licensee to determine if the Use Area is within the Drain Line Easement, through a title report or other means. If the Use Area does not fall under the jurisdiction of the City, it is Licensee’s sole responsibility to secure the land rights to site its Facilities in the Use Area. 2.3 Licensee can use the Use Area for the ownership, operation and maintenance of Licensee’s Facilities as described in a Site License substantially in the form of Exhibit A and shall conduct no other activity at or from those designated portions of the Drain Line Easement beyond the authority granted by this Agreement and a Site License issued hereunder. Any future modifications of such Facilities must maintain any stealth and concealment elements required for the original Facilities. 2.4 All other uses of the Drain Line Easement under this Agreement are prohibited. Should Licensee seek to use the Drain Line Easement for other purposes, it must enter into a separate agreement with the City to do so. 2.5 The authority to install Facilities in the Drain Line Easement granted herein authorizes Toll Southwest LLC to install and construct such Facilities and does not authorize Toll Southwest LLC to install or construct any other facilities not expressly provided for in this Agreement. 2.6 Licensee shall comply with all applicable laws as amended from time to time, including but not limited to, Colorado and federal law in the exercise and performance of its rights and obligations under this Agreement. 2.7 This Agreement authorizes Licensee, its agents, and contractors and no other person, to operate, manage and maintain the Facilities and associated equipment in the Drain Line Easement. This Agreement does not authorize a customer of Licensee to operate, manage or maintain Licensee’s equipment in the Drain Line Easement. 2.8 Licensee shall not be required to obtain City Permits or pay any fees for the work described herein that may otherwise be applicable. Page 453 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 4 of 20 (303) 762-2300 | www.englewoodco.gov 2.9 Licensee shall not trim or cut down any trees, shrubs, or brush on the Drain Line Easement without permission of the City. When required by City, Licensee, at its expense, shall trim or cut down trees, shrubs or brush and remove and dispose of cutting debris to the satisfaction of City for those trees, shrubs, or brush on the Drain Line Easement. SECTION 3. Non-Exclusive Rights/Priority Rights 3.1 The Site License is not exclusive and nothing herein contained shall be construed to prevent City from granting other like or similar permissions or privileges within the Drain Line Easement to any other person, firm or corporation, or to deny to or lessen the powers and privileges granted to City under the City Charter, the Colorado Constitution and laws of the State of Colorado. 3.2 Any and all rights granted to Licensee under this Agreement, which shall be exercised at Licensee’s sole cost and expense, shall be subject to the prior and continuing right of City to use the Drain Line Easement exclusively or concurrently, with any other person or entity and shall be further subject to all deeds, easements, dedications, conditions, covenants, restrictions, encumbrances, and claims of title which may affect the Drain Line Easement. 3.3 Any right or privilege claimed pursuant to this Agreement by Licensee for any use of any right- of-way shall be subordinate to: A) any prior or subsequent lawful occupancy or use thereof by the City or any other governmental entity; B) any prior lawful occupancy or use thereof by any other person; C) and to any prior easements therein, provided however, that nothing herein shall extinguish or otherwise interfere with property rights established independently of this Agreement. The rights and privileges granted in this Agreement shall be subject to prior agreements, licenses and/or grants, recorded or unrecorded, and it shall be the Licensee’s sole responsibility to determine the existence of said documents or conflicting uses or installations. 3.4 There is hereby reserved to the City every right and power required pursuant to this Agreement that is reserved. Licensee by its execution of this Agreement agrees to be bound thereby and to comply with any lawful action of the City in its exercise of such rights or power pursuant to the Drain Line Easement. Neither the granting of any Agreement nor any provision hereof shall constitute a waiver or bar to the exercise of any lawful governmental right or power of City. 3.5 By executing this Agreement, the City does not waive any rights that it may have against any public utility or other property owner to require that such owners obtain prior approval from the City for such uses of the Drain Line Easement, or that revenues received by any public utility or other property owner from Licensee, by virtue of Licensee’s use of the Drain Line Easement be included in the computation of any use agreement fees owed by such parties to the City. 3.6 Nothing in this Agreement shall be construed to prevent the City from abandoning, altering, improving, repairing, or maintaining its facilities and/or the Drain Line Easement, and for that purpose to require Licensee, at no expense to the City, to remove, relocate or abandon in place Licensee’s Facilities in order to accommodate the activities of the City at Licensee’s expense. The City shall not be liable for lost revenues sustained by Licensee, however caused, because of damage, modification, alteration, or destruction of its Facilities in the Drain Line Easement, when Page 454 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 5 of 20 (303) 762-2300 | www.englewoodco.gov such costs or lost revenues result from the construction, operation, and/or maintenance of City facilities and/or the Drain Line Easement, provided that the activities resulting in such costs or lost revenues are conducted in accordance with applicable laws and regulations. SECTION 4. Regulatory Conditions Relating to Easement Usage 4.1 For purposes of this Agreement, whenever work is done in the Drain Line Easement relating to this Agreement, Licensee agrees that it is solely responsible for the acts, errors, omissions, and any negligence of its Contractors and that the obligations of Sections 4 and 5 are imposed on both Licensee and any of its Contractors, who will be considered Licensee’s agents and for whom Licensee will be responsible. 4.2 Licensee is solely and completely responsible for ensuring that its Facilities are managed, installed, operated and/or maintained in accordance with applicable law. 4.3 Licensee’s use of the Drain Line Easement and easements under the control of the City shall be according to plans attached to a Site License and approved by the City as submitted, provided that such approval shall not be unreasonably withheld or delayed. 4.4 Licensee’s Facilities to be operated, maintained, upgraded and removed hereunder shall be located or relocated so as to interfere as little as possible with the operation and maintenance of Drain Line or other authorized uses within the Drain Line Easement and easements. 4.5 Licensee and its agents shall be subject to the City’s exercise of such regulatory and other powers within the Drain Line Easement as it now has or may later obtain, and Licensee may not waive the application of the same. City shall have supervision over any Facilities located within or on the Drain Line Easement. 4.6 Clean Up. Licensee and/or its Contractor(s) shall, during maintenance or relocation or removal of the Facilities and upon completion of such work, remove all temporary construction materials and equipment, debris, and unused materials provided for in the work, and put the work site and the Drain Line Easement in a safe, neat, and clean condition. 4.7 Graffiti Removal. Licensee shall at all times keep and maintain its Facilities free of all graffiti. City shall notify Licensee in writing if graffiti is on the Facilities. If Licensee fails to remove the graffiti within thirty (30) days after notice in writing is received, City shall have the right to remove any graffiti present. Licensee shall reimburse City for all costs directly attributable to such abatement within thirty (30) days of City’s presenting Licensee with a statement of such costs. 4.8 Safety. Licensee and Licensee’s Contractor(s) shall be solely and completely responsible for the conditions of any job site where the Facilities are being placed, including safety of all persons (including employees) and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. Safety provisions shall conform to all applicable federal (including OSHA), state, county, and local laws, ordinances, codes, and regulations. Where any of these are in conflict, the more stringent requirement shall be followed. Page 455 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 6 of 20 (303) 762-2300 | www.englewoodco.gov Licensee’s failure to thoroughly familiarize itself with the aforementioned safety provisions shall not relieve Licensee from compliance with these provisions. 4.9 Damage. If Licensee damages City or private property, Licensee shall promptly, at its own expense, and in a manner acceptable to the City, repair the damage. If Licensee fails to do so, the property owner may repair the damage at its own expense, and Licensee shall reimburse the property owner within thirty (30) days of invoicing. SECTION 5. Plan Approval, Permits, and Inspection 5.1 No Facilities shall be installed, constructed, replaced, located on, or attached to any property within the Drain Line Easement until a Site License (attached as Exhibit A) from the City has been approved and executed. Additionally, Licensee and its Contractor(s) shall comply with all applicable law governing the Drain Line Easement. All rights hereunder are granted under the express condition that the City shall have the power at any time to impose lawful restrictions and limitations upon, and to make regulations as to Licensee’s use of the Drain Line Easement as may be deemed best for the public interest, safety, or welfare to the same extent that such restrictions and limitations are applied to all non-governmental users of the Drain Line Easement. 5.2 Licensee shall submit the applicable details, plans, and specifications for City review and approval prior to any and all construction work performed pursuant to the rights granted under this Agreement. Licensee and/or its Contractor(s) shall abide by all stipulations of the Site License issued. If Licensee desires to change the location of any Facilities, including any related Facilities from that set forth in the Site License, Licensee shall apply for and obtain approval for an amendment to the Site License prior to installation or construction. 5.3 City will approve or deny such Site Licenses based on the availability of space at the location sought by Licensee, safety, and other considerations in accordance with applicable law. Licensee and/or its Contractor(s) shall comply with the terms of any Site License. 5.4 Any new underground facilities placed in the Drain Line Easement will be constructed using industry standard horizontal directional drilling and trenching construction methods. Licensee and/or its Contractor(s) installations will be done using industry standard practices and in full compliance with any applicable Site License. 5.5 If Licensee desires to change the components of the Facilities that will impact the Drain Line Easement, written approval of such change must be obtained from the City. 5.6 The City shall have the right to inspect all construction or installation work performed subject to the provisions of this Agreement and to make such tests as it shall find necessary to meet City standards to ensure compliance with the terms of this Agreement and other applicable law. 5.7 Licensee shall also provide and identify a representative, such as a project manager, who shall be the contact person for the City during any construction periods. The Licensee shall provide a contact number for emergencies that occur outside of regular business hours and shall provide this contact number to the City in advance of each construction activity/permitted installation. Page 456 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 7 of 20 (303) 762-2300 | www.englewoodco.gov 5.8 Whenever Licensee or its Contractors shall cause any opening or alteration to be made for any purpose in any public streets, or public places, the opening or alteration shall be completed and restored with due diligence within seven (7) business days. Licensee shall upon the completion of the opening or alteration, restore the property, improvements or landscaping disturbed by Licensee or its Contractors to a condition substantially comparable to the condition before the opening or alteration and the restoration shall be performed with due diligence within a reasonably prompt time. SECTION 6. Maintenance/Modifications 6.1 Maintenance of all Facilities shall be performed by Licensee at Licensee’s sole cost and expense. Licensee will be responsible for obtaining the appropriate approvals for work in the Drain Line Easement in order to access the Facilities. 6.2 Licensee will perform routine maintenance and repair of all Facilities in accordance with applicable law. 6.3 Damaged or deteriorated components must be corrected within forty-eight (48) hours of notification. If the components are taken out of service, Licensee must remove them within five (5) business days of being taken out of service. 6.4 Any upgrade and/or modification to the Facilities, other than a like for like replacement, will need specific approval from the City and require Licensee to submit the information required. Any approval required from the City must be obtained in writing from the City Manager or their designee. SECTION 7. Traffic Control 7.1 Licensee shall have the full responsibility and liability for any traffic control for work performed by Licensee or its Contractors. SECTION 8. Hazardous Substances 8.1 Licensee agrees it will not produce, dispose, transport, treat, use, generate, store any Hazardous Substances on, under, about or within the area of the Drain Line Easement in violation of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. § 9601, et. seq.; the Resource Conservation and Recovery Act., 42 U.S.C. § 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; or any other federal, state, county, or local law or regulation. Licensee may not use the Drain Line Easement in a manner that would require a permit or approval related to Hazardous Substances from any governmental agency other than the City. Licensee will pay, indemnify, defend and hold City harmless against any loss or liability incurred by reason of any Hazardous Substance produced, disposed of, or used by Licensee pursuant to this Agreement, to the extent permitted by Colorado law, and must immediately notify City of any Hazardous Substance discovered at any time that is unlawfully present upon the Drain Line Easement. Licensee will ensure that any on-site or off-site storage, treatment, transportation, Page 457 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 8 of 20 (303) 762-2300 | www.englewoodco.gov disposal or other handling of Hazardous Substance will be performed by persons who are properly trained, authorized, licensed and otherwise permitted to perform those services. 8.2 Licensee understands the hazards presented to persons, property, and the environment by dealing with Hazardous Substances. Licensee acknowledges the possibility that the Drain Line Easement may contain actual or presumed asbestos and other Hazardous Substances containing materials. SECTION 9. On-Call Assistance Licensee shall be available to employees of any City department having jurisdiction over Licensee’s activities twenty-four (24) hours a day, seven (7) days a week, regarding problems or complaints resulting from the operation, maintenance, or removal of its Facilities, at the phone number provided below. Licensee shall use reasonable efforts to respond to any issues within the time frames specified in this Agreement. Licensee shall handle or otherwise make arrangements to address any necessary problems or complaints that require a physical presence. SECTION 10. Mapping Requirement 10.1 Licensee shall maintain Record Drawings of its Facilities located within the Drain Line Easement and furnish a copy electronically in an electronic-compatible mapping format (in a mapping format compatible with the current City electronic mapping format as specified by the City). Upon completion of new or relocation construction of underground Facilities in the Drain Line Easement, Licensee shall create and maintain precise, up-to-date maps of all Facilities located in the Drain Line Easement and precise and verifiable horizontal and vertical location information and will make this information available to the City upon the installation of any new Facilities. Licensee will also provide surface-location marking of any of Licensee’s Facilities that are located underground within the Drain Line Easement within ten (10) business days of installation. 10.2 In the event Licensee fails to supply records in the City specified format and there is a cost to the City in converting Licensee-provided files, Licensee will be responsible for the conversion costs and will pay such reasonable costs within thirty (30) days of the City invoicing the amount due. SECTION 11. Relocation 11.1 Licensee shall relocate at no expense to the City any Facilities or other encroachment installed or maintained in, on or under the Drain Line Easement, as may be necessary to facilitate improvements to the Drain Line within the Use Area. 11.2 Licensee agrees to notify the City and seek necessary approvals prior to removing, abandoning, relocating, or reconstructing of any portion of its Facilities in, on or under the Drain Line Easement. Notwithstanding the foregoing, City understands and acknowledges there may be instances when Licensee is required to make repairs that are of an emergency nature or in connection with an unscheduled disruption of the Facilities. Licensee will maintain any necessary approvals required by the City for such maintenance and emergency repairs. Licensee will notify Page 458 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 9 of 20 (303) 762-2300 | www.englewoodco.gov City before the repairs and will apply for and obtain the necessary approvals in a reasonable time after notification. 11.3 If the City needs to perform any part of the necessary relocation or removal work that has not been done within the time required by the City, Licensee shall reimburse the City for reasonable costs within thirty (30) days of City invoicing. SECTION 12. Damage to Public Property 12.1 Whenever the installation, use, maintenance, removal, or relocation of any of Licensee’s Facilities is required or permitted under this Agreement, and such installation, removal, or relocation damages or disturbs the surface or subsurface of the Drain Line Easement or public property or the public improvement located thereon, therein, or thereunder, however such damage or disturbance was caused, Licensee, at its sole cost and expense, shall promptly restore the surface or subsurface of the Drain Line Easement or public property and/or repair or replace the surface, subsurface and/or public improvement therein, or thereunder, in as good a condition as before in accordance with applicable laws, normal wear and tear excepted, reasonably satisfactory to the City. If Licensee does not repair the damage or disturbance as just described, then City shall have the option, upon fifteen (15) days prior written notice to Licensee, to perform or cause to be performed such reasonable and necessary work on behalf of Licensee and to charge Licensee for the actual costs incurred by the City at City’s standard rates. 12.2 Notwithstanding the notice provision above, in the event of a Public Emergency, the City shall have the right to immediately perform, without prior written notice to Licensee, such reasonable and necessary work on behalf of Licensee to repair and return public property to a safe and satisfactory condition in accordance with applicable laws, normal wear and tear excepted, reasonably satisfactory to the City. The City shall provide written notice to Licensee of the repairs as soon as practicable after the work has begun. Licensee agrees that any severed or damaged portion of the Drain Line must be completely repaired or replaced. If the City needs to perform any part of the necessary repairs, relocation and/or removal work, it shall be entitled to seek payment for such repairs, relocation and/or removal costs from Licensee. 12.3 Upon the receipt of a demand for payment by City, Licensee shall promptly reimburse City for such reasonable costs. SECTION 13. Public Emergency Disruption by City The City shall have the right, because of a Public Emergency, as it relates to the Drain Line, to alter, relocate, sever, disrupt, remove, tear out, dig up, or otherwise damage and/or destroy Facilities of Licensee without any prior notice to Licensee, if the action is deemed necessary by either the City Manager, Police Chief, City Engineer, or Director of Utilities or designee. In such event, neither the City nor any agent, contractor or employee of City shall be liable to Licensee, its Contractors or its customers or their parties for any harm so caused to them or the Facilities. When practical and if possible, City will consult with Licensee in advance to assess the necessity of such actions and to minimize to the extent practical under the circumstances damage to and disruption of operation of the Facilities. City shall inform Licensee of any actions taken. Licensee Page 459 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 10 of 20 (303) 762-2300 | www.englewoodco.gov shall be responsible for repair at its sole expense of any of its Facilities damaged pursuant to any such action taken by City. SECTION 14. Public Safety 14.1 If any of Licensee’s Facilities or activities present any immediate hazard or impediment to the public, to the City, to other improvements or activities within or outside of the Drain Line Easement, or to City’s ability to safely and conveniently operate the Drain Line Easement or perform City’s utility, public safety and/or other public health, safety, and welfare functions, then Licensee shall immediately remedy the hazard, comply with City’s request to secure the area, and otherwise cooperate with City at no expense to City to remove any such hazard or impediment. 14.2 In the event that the Licensee is unable to remedy the hazard, then the City may make necessary repairs to eliminate any safety hazards, at Licensee’s sole expense. SECTION 15. City’s Reserved Rights Any applicable zoning processes, building permit processes, right-of-way management policies, and similar regulatory requirements that apply to Licensee’s Facilities and/or related Facilities are completely separate from the plans approval processes under this Agreement. Licensee’s satisfaction of any regulatory requirement does not substitute for compliance with any requirement of this Agreement or constitute approval of any plans for the purposes of this Agreement. SECTION 16. Non-use/Abandonment of the Facilities 16.1 An “Abandoned Facility” means a Facility no longer in service or physically disconnected. If Licensee ceases to provide services or abandons use of any of its Facilities for more than one (1) year, the Facility shall be deemed an Abandoned Facility and Licensee shall notify the City. The City may require Licensee, to the reasonable satisfaction of the City and without cost or expense to the City, to remove the Facilities and to restore the public property and Drain Line Easement to a reasonable condition under the supervision of the City within six (6) months of abandonment. 16.2 Title to any and all personal property installed by Licensee upon the Drain Line Easement that is not timely removed shall automatically vest in City, at City’s sole option. 16.3 Upon abandonment of any right or privilege herein granted, the right of Licensee to that extent shall terminate. SECTION 17. Contractors 17.1 The specific independent Contractors identified and used by Licensee for the construction activities to expand and extend Licensee’s Facilities and Use Area shall be provided to and approved by the City prior to issuance of any Site License, such approval shall not be unreasonably withheld, delayed, conditioned, or denied. Any Contractors performing construction work within Page 460 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 11 of 20 (303) 762-2300 | www.englewoodco.gov the Drain Line Easement or public easements shall comply with licensing requirements applicable to Colorado contractors. 17.2 Each Contractor shall have the same obligations with respect to its work as Licensee would have if Licensee performed the work. Licensee shall be responsible for ensuring that the work of its Contractors is performed consistent with this Agreement and other applicable law, shall be responsible for acts or omissions of its Contractors under this Agreement, shall be responsible for promptly correcting acts or omissions by its Contractors, and shall implement a quality control program to ensure that the work contemplated by this Agreement is performed. 17.3 Licensee shall furnish separate certificates and endorsements for each independent Contractor. All coverages for independent Contractors shall be subject to substantially similar requirements stated herein for Licensee. 17.4 Compliance with the Immigration Reform and Control Act of 1986. Licensee certifies that Licensee has complied with the United States Immigration Reform and Control Act of 1986. All persons employed by Licensee to perform this contract have completed and signed Form I-9 verifying their identities and authorization for employment. SECTION 18. Limitation of Liability 18.1 Licensee expressly acknowledges that Licensee’s Facilities are exposed to many risks beyond the reasonable control of City, including acts of God or the public enemy, such as but not limited to, wind, rain, sleet, ice, floods, fire, riots, sabotage, expropriation, or confiscation of facilities. Except as expressly provided in this Agreement, Licensee shall assume all risk of loss to Facilities that may arise in connection with these hazards. 18.2 CITY HEREBY DISCLAIMS ANY REPRESENTATIONS AND/OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRESENT OR FUTURE SUITABILITY OF CITY RIGHT OF WAY AND/OR THE FACILITIES(S) FOR LICENSEE’S INTENDED PURPOSE. 18.3 Licensee acknowledges and agrees that Licensee bears all risk of loss or damage to the Facilities installed in the Drain Line Easement pursuant to this Agreement from any cause, except for the cost of repairs to damaged Facilities to the extent caused by the negligence or willful misconduct of the City and not covered by the Licensee’s insurance. IN NO EVENT, HOWEVER, SHALL CITY BE LIABLE TO LICENSEE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES RESULTING FROM ANY LOSS OR DAMAGE TO LICENSEE’S FACILITIES, REGARDLESS OF WHETHER THE CITY WAS ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE LEGAL THEORY OR BASIS FOR SUCH CLAIM. 18.4 The City and its officers, agents, elected or appointed officials, employees, departments, boards, and commissions shall not be liable to Licensee or to its affiliates or customers for any interference with or disruption in the operations of Licensee’s Facilities or the provision of services, or for any damages arising out of or materially related to Licensee’s use of the Drain Line Page 461 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 12 of 20 (303) 762-2300 | www.englewoodco.gov Easement, except to the extent of intentional misconduct or gross negligence on the part of the City, its officers, agents, elected or appointed officials, employees, departments, boards and commissions. 18.5 Licensee also agrees that it shall have no recourse whatsoever against the City or its officials, boards, commissions, agents or employees for any loss, costs, expense, or damages arising out of or materially related to any provision or requirement of the City because of the enforcement of this Agreement. SECTION 19. Term and Renewal 19.1 This Agreement shall be effective as of the date of approval of the Agreement by the City (the “Effective Date”) and unless sooner terminated in accordance with other provisions of this Agreement, shall continue in effect for a period of 20 years. 19.2 The term of this Agreement shall automatically be extended for two (2) additional 10-year renewal terms, unless Licensee gives written notice of its intent to terminate the Agreement no later than six (6) months prior to the end of the Initial Term or Renewal Term (as applicable). The word “Term” will refer to both the Initial Term and any Renewal Term(s). 19.3 Licensee may terminate any Site License at any time during any Site License Term upon ninety (90) days prior written notice. However, Licensee does not have the right to terminate any time after an event of default by Licensee has occurred (or an event has occurred that would become a default after passage of time or giving of notice). Termination of any Site License shall not affect Licensee’s liabilities and obligations incurred under such Site License prior to the effective date of such termination. SECTION 20. Termination by Licensee 20.1 Licensee may terminate this Agreement prior to its date of expiration by providing the City with ninety (90) days written notice and only upon making arrangements satisfactory with the City to remove all Licensee’s Facilities from the Drain Line Easement, unless the City agrees in writing to allow Licensee to abandon part or all of its Facilities in place. If the City agrees to allow Licensee to abandon its Facilities in place, the ownership of such Facilities, including everything permitted by City to be abandoned in place, shall, at the City’s option, transfer to City and Licensee shall cooperate to execute any documents necessary to accomplish such transfer within thirty (30) days of such allowance of abandonment. 20.2 Unless the City has consented to allow Licensee to abandon part or all of its Facilities in place, upon termination of this Agreement, Licensee shall remove all of its Facilities within ninety (90) days. SECTION 21. Conflicts Between Applicable Law and Contracting Documents Page 462 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 13 of 20 (303) 762-2300 | www.englewoodco.gov In the event of any conflict between the Site License and this Agreement, and any Exhibits to this Agreement including any Site License, the controlling authority shall be first this Agreement; and second, any Exhibit to this Agreement/Site License. SECTION 22. Termination by City 22.1 City may, in addition to seeking any other remedy available to it, terminate this Agreement to occupy space in the Drain Line Easement if Licensee neglects or refuses to comply with any of the provisions of this Agreement beyond all applicable cure periods and fails within thirty (30) days after written notice from City to correct such neglect, refusal, or default provided Licensee shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and Licensee commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. In the event any default is limited solely to one or more Site Licenses, but not the Agreement as a whole, the City’s termination right shall be limited to those Site Licenses under which Licensee is in default beyond any applicable cure period. 22.2 Licensee’s failure to pay any amounts owed to the City after notice of such deficiency and the opportunity to cure as provided by this Agreement shall be cause for the City to terminate the applicable Site License. 22.3 Licensee’s failure to operate its Facilities (except during specific periods expressly excused by this Agreement) once installed for a period of two (2) months within any twelve (12) month period will be grounds for the termination of the Site License at that location upon sixty (60) days’ notice to Licensee, unless within such sixty (60) day period Licensee commences the use of such Facilities. 22.4 This Agreement shall terminate, without notice, (i) upon the institution by or against either Party of insolvency, receivership, or bankruptcy proceeding or any other proceedings for the settlement of either Party’s debts, (ii) upon either Party making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution or ceasing to do business. SECTION 23. Licensee’s Records 23.1 During the entire term of this Agreement, Licensee shall keep records and provide information to the City upon request relating to the status of the construction, repair, location, or relocation of Licensee’s Facilities. 23.2 If necessary for the City to determine Licensee’s compliance with the terms of this Agreement or other applicable law, within ten (10) days of written notice by City of a request for disclosure, Licensee shall provide relevant documentation as requested by City, respond to questions, and produce relevant books and records for the City’s inspection and copying. Such records shall be available to City at Licensee’s most proximate place of business within Colorado. Licensee shall also require its employees, agents, and accountants to give their full cooperation and assistance in connection with City’s access to such records. Page 463 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 14 of 20 (303) 762-2300 | www.englewoodco.gov SECTION 24. Penalties for Violation of Terms 24.1 The City may pursue any remedy at law, including but not limited to injunctive relief, civil trespass, and withholding other City authorizations until Licensee complies with the terms of the Agreement or the applicable law. 24.2 Such remedies are cumulative and may be pursued in the alternative. SECTION 25. NOTICE 25.1 All notices, which shall or may be given pursuant to this Agreement and shall be effective on receipt, shall be in writing and transmitted through both email and US Mail, postage prepaid as follows: CITY OF ENGLEWOOD: City of Englewood – Utilities Department Email: utilities@englewoodco.gov 1000 Englewood Parkway Englewood, Colorado 80110-2373 With copies to: Englewood City Attorney’s Office cao@englewoodco.gov 1000 Englewood Parkway Englewood, Colorado 80110-2373 LICENSEE: Toll Southwest LLC 7100 E. Belleview Ave. Suite 200 Greenwood Village, CO 80111 After-hours emergency phone: 303-708-0730 25.2 Either party may from time to time designate any other address for this purpose by written notice to the other party in the manner set forth above. 25.3 Licensee shall notify the City within ten (10) business days of any change in mailing address. SECTION 26. Governing Law 26.1 It is mutually understood and agreed that this Agreement shall be governed by the laws of the State of Colorado, both as to interpretation and performance. Any action at law, suit in equity, or judicial proceeding for the enforcement of this Agreement or any provision thereof shall be instituted only in the courts located within Arapahoe County, Colorado, including federal court. Page 464 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 15 of 20 (303) 762-2300 | www.englewoodco.gov 26.2 Provisions Required By Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this contract shall be deemed to be inserted herein and this Agreement shall be read and enforced as though it were included therein. SECTION 27. Partial Invalidity If any section, paragraph, subdivision, clause, phrase, or provision of this Agreement shall be adjudged invalid or unenforceable, or is preempted by federal or state laws or regulations, the same shall not affect the validity of this Agreement as a whole or any part of the provisions of this Agreement other than the part adjudged to be invalid, unenforceable, or preempted. SECTION 28. Non-Waiver Licensee shall not be excused from complying with any of the terms and conditions of this Agreement by any failure of the City upon any one or more occasions to insist upon or to seek compliance with any such terms or conditions. SECTION 29. Force Majeure With respect to any provision of this Agreement, the violation or non-compliance of which could result in the imposition of a financial penalty, forfeiture or other sanction upon Licensee, such violation or non- compliance shall be excused where such violation or non-compliance is the result of acts of God, war, civil disturbance, strike or other labor unrest, or other events, the occurrence of which was not reasonably foreseeable by Licensee and is beyond its reasonable control. SECTION 30. Dispute Resolution 30.1 If any dispute or claim arises out of the interpretation, performance or breach of this Agreement, the Parties agree that upon the written demand of either Party, they will meet within two (2) weeks of such demand to attempt in good faith to resolve the dispute. The meeting will be attended by representatives of both Parties having the authority to resolve the dispute. 30.2 Notwithstanding the provisions of Englewood Municipal Code Section 4-1-3-4(D)(8), if the dispute is not resolved within a reasonable time, the disputing Parties are free to use other remedies upon mutual written consent, such as mediation or nonbinding arbitration. Absent mutual agreement, the Parties may pursue litigation to resolve the dispute. SECTION 31. Amendments, Modifications or Supplements This Agreement may not be amended, modified, or supplemented except by an authorized representative of each party in a written agreement signed by both Parties. The City Manager or designee shall be considered an authorized representative for the City. SECTION 32. Exhibits Page 465 of 972 Page 466 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 17 of 20 (303) 762-2300 | www.englewoodco.gov Page 467 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 18 of 20 (303) 762-2300 | www.englewoodco.gov EXHIBIT A: SITE-SPECIFIC LICENSE FOR DRAIN LINE CROSSING AGREEMENT This Site-Specific License (“Site License”), issued this _______ day of _____________________, 20__ (“Effective Date”) between the City of Englewood, with an address of 1000 Englewood Parkway, Englewood, Colorado 80110, hereinafter referred to as “City” and Toll Southwest LLC with an address of 7100 E. Belleview Ave. Suite 200 Greenwood Village, CO 80111, hereinafter referred to as “Licensee”. 1. Site License. This is a Site License as referenced in the Drain Line Crossing Agreement for the use of the City’s Drain Line Easement in connection with Licensee’s Facilities, between the City and Licensee dated ___________ ____, 20_____, and recorded in Clerk and Recorder of ________________ County, Reception No. _______________(the “Agreement”). All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement. In the event of a contradiction, modification or inconsistency between the terms of the Agreement, and this Site License, the terms of the Agreement shall govern. Capitalized terms used in this Site License shall have the same meaning as set forth in the Agreement unless otherwise indicated herein. 2. Project Description and Locations. Licensee shall have the right to operate and maintain its Facilities at the designated areas in the Drain Line Easement as further described in Exhibit A- 1 attached hereto, which provides the Site Plan for this Site-Specific License, and a description of the Use Area and Equipment/Facilities (the “Use Area and Description of Facilities”). 3. Term/Termination. The term of this Site License shall be twenty (20) years from the date of execution of the Drain Line Crossing Agreement, and as that term may be renewed in accordance with the Drain Line Crossing Agreement. 4. Fees. No fee shall be required for this Site-Specific License. 5. Commencement Date. The Commencement Date for Licensee’s operations and maintenance of the Facilities shall be the date upon which this Site License is issued by the City (“Site License Commencement Date”). 6. Approvals. It is understood and agreed that Licensee’s ability to use the Use Area is contingent upon its obtaining all of the certificates, permits and other approvals (collectively “Government Approvals”) that may be required by any Federal, State, or Local authorities. In the event that (i) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to Licensee is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; (iii) Licensee determines that such Governmental Approvals may not be obtained in a timely manner; or (iv) Licensee determines that the Use Area is no longer technically compatible for its use, Licensee shall have the right to terminate this Site License. Notice of the Licensee’s exercise of its right to terminate shall be Page 468 of 972 Page 469 of 972 Drain Line Crossing Agreement 1000 Englewood Parkway, Englewood, Colorado 80110-2373 Page 20 of 20 (303) 762-2300 | www.englewoodco.gov EXHIBIT A-1 Site Plan for Site-Specific License Providing Use Area, Equipment, and Description of Facilities Operation, and maintenance of a irrigation line that crosses above the existing Drain Line. Bottom of 2” irrigation line will be a minimum 1.9’ above the top of the Drain Line. The extents of the use area shall be within the 25-ft easement surrounding the centerline of City Ditch. Page 470 of 972 Page 471 of 972 Page 472 of 972 Page 473 of 972 Drain Line Temporary Construction Easement Page 1 of 3 DRAIN LINE TEMPORARY CONSTRUCTION EASEMENT (Santa Fe Park Development, Crossing #17 – Private Electric Line) This Drain Line Temporary Construction Easement ("Temporary Easement") is entered into this _______ day of _________________________, 20___, by and between the City of Englewood, Colorado, a municipal corporation of the State of Colorado (“Grantor”), and Toll Southwest LLC, a Delaware limited liability company (“Toll” or “Grantee”). These entities may be individually referred to as the “Party” or collectively referred to herein as the “Parties”. WHEREAS, the City of Englewood owns an Easement for the Drain Line (“Drain Line Easement”), and operates a water drain line that drains water from McLellan Reservoir to the South Platte River as a necessary part of Englewood’s water rights operations and to ensure safe operation of McLellan Reservoir, that is located as described in the attached Exhibit A. WHEREAS, Toll desires to install a Private Electric Line within the Drain Line Easement, pursuant to a license between the Parties. NOW THEREFORE, in consideration of the mutual covenants of the Parties, more particularly hereinafter set forth, the adequacy and sufficiency of which are hereby acknowledged, it is agreed as follows: 1. Temporary Construction Easement. Englewood, as Grantor, hereby grants to Toll, as Grantee, its successors, assigns, contractors, and sub-contractors, a non-exclusive temporary construction easement through, over, under, and across the Drain Line Easement for the installation, repair, or replacement of a 8” Sanitary Service as described in a separate Drain Line Crossing Agreement between Englewood and Toll Southwest LLC dated _______, 2024 [ (the “Project”). Except as specifically authorized in writing, Grantee shall not interfere with, obstruct, modify, or otherwise in any way impact the Grantor’s use of Drain Line. 2. Term of Easement. The Project will begin no sooner than May 6th, 2024 and will be completed no later than December 31st, 2026. Prior to commencement of construction, the Grantee will physically locate Drain Line using non-destructive excavation methods (potholing with hydro/air vacuum) and provide the resulting information to the Grantor. The Grantee will also provide construction plans and specifications for the Grantor’s review and approval prior to commencement of construction. Completion of the Project will be deemed to have occurred upon the occurrence of the inspection and approval of the Project by Grantor and this Temporary Easement will be deemed to have terminated upon such completion. 3. Access. Grantee shall have the temporary non-exclusive right to enter the Drain Line Easement for any reasonable purpose necessary or prudent for the construction of the Project subject to the following restrictions: 1) normal working hours shall be consistent with City of Littleton construction hours, Monday through Friday; and 2) the operation of equipment and heavy trucks will be permitted on the Englewood Drain Line Easement only during normal working hours. Page 474 of 972 Drain Line Temporary Construction Easement Page 2 of 3 4. Restoration. Before completion of the Project, Grantee will perform such restoration and regrading as is necessary to restore the surface area of the Drain Line Easement to its original condition. 5. Liability. Grantee hereby acknowledges that it understands that there may be water flowing in the Drain Line year-round, and that Grantee will assume liability for any damage to Drain Line or adjoining property caused by water flow resulting from damage to the Drain Line caused by the Grantee’s construction activities. 6. Insurance. Grantee shall, at its sole cost and expense, maintain in full force and effect a valid commercial general liability policy of insurance for the Project providing coverage for bodily injury or death to one or more persons with a limit of not less than one million dollars ($1,000,000.00) per occurrence and five hundred thousand dollars ($500,000) per occurrence for damage to or destruction of property. Grantee further agrees that all its employees working on the Project shall be covered by adequate Workers’ Compensation Insurance. Grantee further agrees to require each of its contractors and their subcontractors working on the Project to obtain adequate liability insurance that includes Grantor and Workers’ Compensation Insurance in the minimum amounts as required by applicable law. Any contractor or subcontractor shall be required to indemnify Grantor. 7. Assignment. This Temporary Construction Easement is assignable only with the written permission of the Grantor, which permission will not be unreasonably withheld, conditioned, or delayed. 8. Incorporation by Reference. This Temporary Easement is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference and shall supersede any apparently conflicting provision otherwise contained in this Temporary Easement. 9. In granting the above authorization, Grantor reserves the right to make full use of the property involved as may be necessary or convenient in operation of the water supply system under control of Englewood. IN WITNESS WHEREOF, the Parties hereto have executed this Temporary Construction Easement on the day and year first written above. Page 475 of 972 Page 476 of 972 Page 477 of 972 Page 478 of 972 Page 479 of 972 1 MCLELLAN DRAIN LINE CROSSING AND LICENSE AGREEMENT THIS LICENSE AGREEMENT, ("License") made and entered into as of the ____ day of _______________, 2024, by and between the CITY OF ENGLEWOOD, a municipal corporation of Colorado, hereinafter referred to as “Englewood” or “City”, and Public Service Company of Colorado, (Xcel Energy), hereinafter referred to as “Licensee”. WITNESSETH The City, without any warranty of its title or interest whatsoever, hereby authorizes Licensee, its successor or assigns, to install a three-phase electrical line in an underground bore below and across the City’s 30-inch McLellan Reservoir drain line (“McLellan Drain Line”), described as Tract S, Santa Fe Park South Subdivision Filing No. 1, situated in SE1/4 of S31 – T5S – R68W adjacent to west property line, west of Chestnut Ave, City of Littleton, County of Arapahoe, State of Colorado described as follows: Described in Exhibit A, attached hereto. 1. Any construction contemplated or performed under this License shall comply with and conform to standards formulated by the Director of Utilities of the City and such construction shall be performed and completed according to the plans approved by the City. 2. Licensee shall notify the City’s Director of Utilities or Designee at least three (3) days prior to the time of commencement of the construction of, or any repairs made to, Licensee’s electrical line and associated facilities so that the City may, in its discretion, inspect such operations. With the exception of an emergency repair, which Licensee will notify the City within 48 hours of the repair work. 3. Within thirty (30) days from the date of the commencement of construction of said boring and installation of the electrical line, the Licensee shall complete such construction, shall clear the crossing area of all construction debris and restore the area to its condition immediately preceding Licensee's constructions as nearly as may be reasonable, reasonable wear and tear excepted. In the event the clearing and restoration of the crossing area is not completed within the time specified, City may complete the work at the sole expense of Licensee. 4. City shall have the right to maintain, install, repair, remove or relocate the McLellan Drain Line or any other of its facilities or installations within City’s rights-of-way at any Page 480 of 972 2 time and in such manner as City deems necessary or convenient. The City reserves the exclusive right to control all easements and installations. In the event the Licensee should interfere with any future use of the City’s rights-of-way by the City, the Licensee shall, upon request and at its sole expense, relocate, rearrange, or remove its installations so as not to interfere with any such use. 5. Any repair or replacement of any City installation made necessary, in the reasonable opinion of the City’s Director of Utilities or Designee because of the construction of the Licensee’s conduit or other appurtenant installation thereof, shall be made at the sole expense of the Licensee. 6. The stipulations and conditions of this License shall be incorporated into contract specifications if the construction herein authorized is to be done on a contract basis. 7. The rights and privileges granted in this License shall be subject to prior agreements, licenses and/or grants, recorded or unrecorded, and it shall be Licensee’s sole responsibility to determine the existence of said documents or conflicting uses or installations. 8. Licensee shall contact and fully cooperate with City’s personnel, and the construction shall be completed without interference with any lawful, usual or ordinary flow of water through the McLellan Drain Line. Licensee shall assume all risks incident to the possible presence of such waters, or of storm waters, or of surface waters in the McLellan Drain Line. 9. All trenches or holes within City’s rights-of-way disturbed by Licensee shall be backfilled and tamped to the original ground line in layers not to exceed six (6) inches loose measure to a compaction of ninety percent (90%) Standard Proctor Maximum Density. 10. Licensee shall maintain a minimum of 2 feet vertical clearance to the McLellan Drain Line pipeline. Any bore pit excavation shall maintain a minimum of 10 feet horizontal clearance from the McLellan Drain Line. 11. Licensee, by acceptance of this License, expressly assumes full and strict liability for any and all damages of every nature to person or property caused by water from the drain leaking through the pipeline at the point or points where the Licensee performs any work in connection with the crossing provided by this License, except to the extent caused by the gross negligence or willful misconduct of the City. The Licensee assumes all responsibility for maintenance of the installation. 12. Except to the extent caused by the gross negligence or willful misconduct of the City, Licensee shall indemnify and save harmless the City, its officers and employees, against any and all claims, damages, actions or causes of action and expenses to which it or they Page 481 of 972 3 may be subjected to the extent arising from Licensee's construction and maintenance of the electrical line being within and across and under the premises of the City or by reason of any work done or by omission made by Licensee, its agents or employees, in connection with the construction, replacement, maintenance or repair of said installation. 13. It is expressly agreed that in case of Licensee’s breach of any of the within promises, if not cured within 30 days after Licensee's receipt of written notice of such breach, City may, at its option, have specific performance thereof, or sue for damages resulting from such breach. 14. Upon abandonment of any right or privilege herein granted, the right of Licensee to that extent shall terminate, but its obligation to indemnify and hold harmless City, its officers and employees, shall not terminate. 15. This License is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference and shall supersede any apparently conflicting provision otherwise contained in this Agreement. 16. In granting the above authorization, City reserves the right to make full use of the property involved as may be necessary or convenient in the operation of the water works plant and system under control of City. IN WITNESS WHEREOF this instrument has been executed by the parties as of the day and year first above written by the signatures of their authorized representatives below. CITY OF ENGLEWOOD, COLORADO By: __________________________________ Othoniel Sierra, Mayor ATTEST: _________________________________ Stephanie Carlile, City Clerk Page 482 of 972 Page 483 of 972 Page 484 of 972 Page 485 of 972 Page 486 of 972 1 MCLELLAN DRAIN LINE CROSSING AND LICENSE AGREEMENT THIS LICENSE AGREEMENT, ("License") made and entered into as of the ____ day of _______________, 2024, by and between the CITY OF ENGLEWOOD, a municipal corporation of Colorado, hereinafter referred to as “Englewood” or “City”, and Public Service Company of Colorado, (Xcel Energy), hereinafter referred to as “Licensee” WITNESSETH The City, without any warranty of its title or interest whatsoever, hereby authorizes Licensee, its successor or assigns, to install two six-inch gas lines in an underground bore below and across the City’s 30-inch McLellan Reservoir drain line (“McLellan Drain Line”), described as Tracts E & F, Santa Fe Park South Subdivision Filing No. 1, situated in SW1/4 of S32 & SE1/4 of S31 – T5S – R68W at the intersection of Lowell St & Chestnut Ave, City of Littleton, County of Arapahoe, State of Colorado described as follows: Described in Exhibit A & Exhibit B, attached hereto. 1. Any construction contemplated or performed under this License shall comply with and conform to standards formulated by the Director of Utilities of the City and such construction shall be performed and completed according to the plans approved by the City. 2. Licensee shall notify the City’s Director of Utilities or Designee at least three (3) days prior to the time of commencement of the construction of, or any repairs made to, Licensee’s gas lines and associated facilities so that the City may, in its discretion, inspect such operations. With the exception of an emergency repair, which Licensee will notify the City within 48 hours of the repair work. 3. Within thirty (30) days from the date of the commencement of construction of said boring and installation of the gas lines, the Licensee shall complete such construction, shall clear the crossing area of all construction debris and restore the area to its condition immediately preceding Licensee's constructions as nearly as may be reasonable, reasonable wear and tear excepted. In the event the clearing and restoration of the crossing area is not completed within the time specified, City may complete the work at the sole expense of Licensee. 4. City shall have the right to maintain, install, repair, remove or relocate the McLellan Drain Line or any other of its facilities or installations within City’s rights-of-way at any time and in such manner as City deems necessary or convenient. The City reserves the Page 487 of 972 2 exclusive right to control all easements and installations. In the event the Licensee should interfere with any future use of the City’s rights-of-way by the City, the Licensee shall, upon request and at its sole expense, relocate, rearrange, or remove its installations so as not to interfere with any such use. 5. Any repair or replacement of any City installation made necessary, in the reasonable opinion of the City’s Director of Utilities or Designee because of the construction of the Licensee’s conduit or other appurtenant installation thereof, shall be made at the sole expense of the Licensee. 6. The stipulations and conditions of this License shall be incorporated into contract specifications if the construction herein authorized is to be done on a contract basis. 7. The rights and privileges granted in this License shall be subject to prior agreements, licenses and/or grants, recorded or unrecorded, and it shall be Licensee’s sole responsibility to determine the existence of said documents or conflicting uses or installations. 8. Licensee shall contact and fully cooperate with City’s personnel, and the construction shall be completed without interference with any lawful, usual or ordinary flow of water through the McLellan Drain Line. Licensee shall assume all risks incident to the possible presence of such waters, or of storm waters, or of surface waters in the McLellan Drain Line. 9. All trenches or holes within City’s rights-of-way disturbed by Licensee shall be backfilled and tamped to the original ground line in layers not to exceed six (6) inches loose measure to a compaction of ninety percent (90%) Standard Proctor Maximum Density. 10. Licensee shall maintain a minimum of 2 feet vertical clearance to the McLellan Drain Line pipeline. Any bore pit excavation shall maintain a minimum of 10 feet horizontal clearance from the McLellan Drain Line. 11. Licensee, by acceptance of this License, expressly assumes full and strict liability for any and all damages of every nature to person or property caused by water from the drain leaking through the pipeline at the point or points where the Licensee performs any work in connection with the crossing provided by this License, except to the extent caused by the gross negligence or willful misconduct of the City. The Licensee assumes all responsibility for maintenance of the installation. 12. Except to the extent caused by the gross negligence or willful misconduct of the City, Licensee shall indemnify and save harmless the City, its officers and employees, against any and all claims, damages, actions or causes of action and expenses to which it or they Page 488 of 972 3 may be subjected to the extent arising from Licensee's construction and maintenance of the gas line being within and across and under the premises of the City or by reason of any work done or by omission made by Licensee, its agents or employees, in connection with the construction, replacement, maintenance or repair of said installation. 13. It is expressly agreed that in case of Licensee’s breach of any of the within promises, if not cured within 30 days after Licensee's receipt of written notice of such breach, City may, at its option, have specific performance thereof, or sue for damages resulting from such breach. 14. Upon abandonment of any right or privilege herein granted, the right of Licensee to that extent shall terminate, but its obligation to indemnify and hold harmless City, its officers and employees, shall not terminate. 15. This License is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference and shall supersede any apparently conflicting provision otherwise contained in this Agreement. 16. In granting the above authorization, City reserves the right to make full use of the property involved as may be necessary or convenient in the operation of the water works plant and system under control of City. IN WITNESS WHEREOF this instrument has been executed by the parties as of the day and year first above written by the signatures of their authorized representatives below. CITY OF ENGLEWOOD, COLORADO By: __________________________________ Othoniel Sierra, Mayor ATTEST: _________________________________ Stephanie Carlile, City Clerk Page 489 of 972 Page 490 of 972 Page 491 of 972 Page 492 of 972 Page 493 of 972 Page 494 of 972 Page 495 of 972 Page 496 of 972 MCLELLAN DRAIN LINE TEMPORARY CONSTRUCTION EASEMENT This McLellan Drain Line Temporary Construction Easement ("Temporary Easement") is entered into this _______ day of _________________________, 202_, by and between the City of Englewood, Colorado, a municipal corporation of the State of Colorado, ("Grantor"), and Public Service Company of Colorado, (Xcel Energy) ("Grantee"). These entities may be individually referred to as the “Party” or collectively referred to as the “Parties”. WHEREAS, the City of Englewood owns a Right-of-Way for the McLellan Drain Line, a reservoir drain line which is located as described in Exhibit A, attached hereto. WHEREAS, the Grantee desires to install two six-inch gas lines by underground bore below and across the McLellan Drain Line right-of-way, pursuant to a license between the Parties. NOW THEREFORE, in consideration of the mutual covenants of the Parties, more particularly hereinafter set forth, the adequacy and sufficiency of which are hereby acknowledged, it is agreed as follows: 1. Temporary Construction Easement. Englewood, as Grantor, hereby grants to Grantee, its successors, assigns, contractors, and sub-contractors, a non-exclusive temporary construction easement through, over, under and across the McLellan Drain Line Right-of- Way for the installation, repair or replacement of Grantee’s gas line pursuant to a License Agreement (the “Project”). 2. Term of Easement. The Project will begin no sooner than 1/2/2025, and will be completed no later than 7/2/2025 (or within six (6) months) of this easement agreement being executed. Completion of the Project will be deemed to have occurred upon the inspection and approval of the Project by Grantor and this Temporary Easement will be deemed to have terminated upon such completion. 3. Access. Grantee shall have the temporary non-exclusive right to enter the City Ditch Right-of-Way for any reasonable purpose necessary or prudent for the construction of the Project subject to the following restrictions: 1) normal working hours shall be consistent with Colorado Department of Transportation or City of Englewood construction hours, Monday through Friday and 2) the operation of equipment and heavy trucks will be permitted on the Englewood McLellan Drain Line Right-of-Way only during normal working hours. 4. Restoration. Upon the completion of the Project, Grantee will perform such restoration and regrading as is necessary or prudent to restore the surface area of the McLellan Drain Line Right-of-Way to its original condition immediately preceding Grantee's construction, reasonable wear and tear excepted. 5. Indemnification. Except to the extent arising from the gross negligence or willful misconduct of Grantor, its employees, tenants, or guests, Grantee, to the extent permitted by the laws and constitution of the State of Colorado, hereby agrees to be liable and hold harmless the City of Englewood, its employees, tenants, and guests from any and all third party claims, causes of action, and liability which may occur to the extant arising from the negligent or wrongful acts of Grantee in the construction of the Project, including the cost of defending such claims. Page 497 of 972 Page 498 of 972 Page 499 of 972 Page 500 of 972 Page 501 of 972 Page 502 of 972 Page 503 of 972 Page 504 of 972 1 MCLELLAN DRAIN LINE CROSSING AND LICENSE AGREEMENT THIS LICENSE AGREEMENT, ("License") made and entered into as of the ____ day of _______________, 2024, by and between the CITY OF ENGLEWOOD, a municipal corporation of Colorado, hereinafter referred to as “Englewood” or “City”, and Public Service Company of Colorado, (Xcel Energy), hereinafter referred to as “Licensee” WITNESSETH The City, without any warranty of its title or interest whatsoever, hereby authorizes Licensee, its successor or assigns, to install one six-inch gas line and one two-inch gas line in an underground bore below and across the City’s 30-inch McLellan Reservoir drain line (“McLellan Drain Line”), described as Tract T, Santa Fe Park South Subdivision Filing No. 1, situated in SW1/4 of S32 – T5S – R68W, on the east side of S Platte River Pkwy, south of Canyon Ave, City of Littleton, County of Arapahoe, State of Colorado described as follows: Described in Exhibit A & Exhibit B, attached hereto. 1. Any construction contemplated or performed under this License shall comply with and conform to standards formulated by the Director of Utilities of the City and such construction shall be performed and completed according to the plans approved by the City. 2. Licensee shall notify the City’s Director of Utilities or Designee at least three (3) days prior to the time of commencement of the construction of, or any repairs made to, Licensee’s gas lines and associated facilities so that the City may, in its discretion, inspect such operations. With the exception of an emergency repair, which Licensee will notify the City within 48 hours of the repair work. 3. Within thirty (30) days from the date of the commencement of construction of said boring and installation of the gas lines, the Licensee shall complete such construction, shall clear the crossing area of all construction debris and restore the area to its condition immediately preceding Licensee's constructions as nearly as may be reasonable, reasonable wear and tear excepted. In the event the clearing and restoration of the crossing area is not completed within the time specified, City may complete the work at the sole expense of Licensee. 4. City shall have the right to maintain, install, repair, remove or relocate the McLellan Drain Line or any other of its facilities or installations within City’s rights-of-way at any time and in such manner as City deems necessary or convenient. The City reserves the Page 505 of 972 2 exclusive right to control all easements and installations. In the event the Licensee should interfere with any future use of the City’s rights-of-way by the City, the Licensee shall, upon request and at its sole expense, relocate, rearrange, or remove its installations so as not to interfere with any such use. 5. Any repair or replacement of any City installation made necessary, in the reasonable opinion of the City’s Director of Utilities or Designee because of the construction of the Licensee’s conduit or other appurtenant installation thereof, shall be made at the sole expense of the Licensee. 6. The stipulations and conditions of this License shall be incorporated into contract specifications if the construction herein authorized is to be done on a contract basis. 7. The rights and privileges granted in this License shall be subject to prior agreements, licenses and/or grants, recorded or unrecorded, and it shall be Licensee’s sole responsibility to determine the existence of said documents or conflicting uses or installations. 8. Licensee shall contact and fully cooperate with City’s personnel, and the construction shall be completed without interference with any lawful, usual or ordinary flow of water through the McLellan Drain Line. Licensee shall assume all risks incident to the possible presence of such waters, or of storm waters, or of surface waters in the McLellan Drain Line. 9. All trenches or holes within City’s rights-of-way disturbed by Licensee shall be backfilled and tamped to the original ground line in layers not to exceed six (6) inches loose measure to a compaction of ninety percent (90%) Standard Proctor Maximum Density. 10. Licensee shall maintain a minimum of 2 feet vertical clearance to the McLellan Drain Line pipeline. Any bore pit excavation shall maintain a minimum of 10 feet horizontal clearance from the McLellan Drain Line. 11. Licensee, by acceptance of this License, expressly assumes full and strict liability for any and all damages of every nature to person or property caused by water from the drain leaking through the pipeline at the point or points where the Licensee performs any work in connection with the crossing provided by this License, except to the extent caused by the gross negligence or willful misconduct of the City. The Licensee assumes all responsibility for maintenance of the installation. 12. Except to the extent caused by the gross negligence or willful misconduct of the City, Licensee shall indemnify and save harmless the City, its officers and employees, against any and all claims, damages, actions or causes of action and expenses to which it or they Page 506 of 972 3 may be subjected to the extent arising from Licensee's construction and maintenance of the gas line being within and across and under the premises of the City or by reason of any work done or by omission made by Licensee, its agents or employees, in connection with the construction, replacement, maintenance or repair of said installation. 13. It is expressly agreed that in case of Licensee’s breach of any of the within promises, if not cured within 30 days after Licensee's receipt of written notice of such breach, City may, at its option, have specific performance thereof, or sue for damages resulting from such breach. 14. Upon abandonment of any right or privilege herein granted, the right of Licensee to that extent shall terminate, but its obligation to indemnify and hold harmless City, its officers and employees, shall not terminate. 15. This License is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference and shall supersede any apparently conflicting provision otherwise contained in this Agreement. 16. In granting the above authorization, City reserves the right to make full use of the property involved as may be necessary or convenient in the operation of the water works plant and system under control of City. IN WITNESS WHEREOF this instrument has been executed by the parties as of the day and year first above written by the signatures of their authorized representatives below. CITY OF ENGLEWOOD, COLORADO By: __________________________________ Othoniel Sierra, Mayor ATTEST: _________________________________ Stephanie Carlile, City Clerk Page 507 of 972 Page 508 of 972 Page 509 of 972 Page 510 of 972 Page 511 of 972 MCLELLAN DRAIN LINE TEMPORARY CONSTRUCTION EASEMENT This McLellan Drain Line Temporary Construction Easement ("Temporary Easement") is entered into this _______ day of _________________________, 202_, by and between the City of Englewood, Colorado, a municipal corporation of the State of Colorado, ("Grantor"), and Public Service Company of Colorado, (Xcel Energy) ("Grantee"). These entities may be individually referred to as the “Party” or collectively referred to as the “Parties”. WHEREAS, the City of Englewood owns a Right-of-Way for the McLellan Drain Line, a reservoir drain line which is located as described in Exhibit A, attached hereto. WHEREAS, the Grantee desires to install one six-inch gas line and one two-inch gas line by underground bore below and across the McLellan Drain Line right-of-way, pursuant to a license between the Parties. NOW THEREFORE, in consideration of the mutual covenants of the Parties, more particularly hereinafter set forth, the adequacy and sufficiency of which are hereby acknowledged, it is agreed as follows: 1. Temporary Construction Easement. Englewood, as Grantor, hereby grants to Grantee, its successors, assigns, contractors, and sub-contractors, a non-exclusive temporary construction easement through, over, under and across the McLellan Drain Line Right-of- Way for the installation, repair or replacement of Grantee’s gas line pursuant to a License Agreement (the “Project”). 2. Term of Easement. The Project will begin no sooner than 1/2/2025, and will be completed no later than 7/2/2025 (or within six (6) months) of this easement agreement being executed. Completion of the Project will be deemed to have occurred upon the inspection and approval of the Project by Grantor and this Temporary Easement will be deemed to have terminated upon such completion. 3. Access. Grantee shall have the temporary non-exclusive right to enter the City Ditch Right-of-Way for any reasonable purpose necessary or prudent for the construction of the Project subject to the following restrictions: 1) normal working hours shall be consistent with Colorado Department of Transportation or City of Englewood construction hours, Monday through Friday and 2) the operation of equipment and heavy trucks will be permitted on the Englewood McLellan Drain Line Right-of-Way only during normal working hours. 4. Restoration. Upon the completion of the Project, Grantee will perform such restoration and regrading as is necessary or prudent to restore the surface area of the McLellan Drain Line Right-of-Way to its original condition immediately preceding Grantee's construction, reasonable wear and tear excepted. 5. Indemnification. Except to the extent arising from the gross negligence or willful misconduct of Grantor, its employees, tenants, or guests, Grantee, to the extent permitted Page 512 of 972 by the laws and constitution of the State of Colorado, hereby agrees to be liable and hold harmless the City of Englewood, its employees, tenants, and guests from any and all third party claims, causes of action, and liability which may occur to the extant arising from the negligent or wrongful acts of Grantee in the construction of the Project, including the cost of defending such claims. 6. Liability. Grantee hereby acknowledges that it understands that there is water flow in the McLellan Drain Line and that it will assume liability for any damage to adjoining property caused by water flow resulting from damage to the City Ditch caused by the Grantee's construction activities. 7. Insurance. Grantee shall maintain in full force and effect a valid policy of insurance for the Project in the amount of $1,000,000.00 property coverage and $1,000,000.00 liability coverage. Grantee further agrees that all its employees, contractors, and sub-contractors working on the Project shall be covered by adequate Workers Compensation Insurance. 8. Assignment. This Temporary Construction Easement is assignable only with the written permission of the City of Englewood, which permission will not be unreasonably withheld, conditioned or delayed. 9. This Temporary Construction Easement is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with Grantor. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference and shall supersede any apparently conflicting provision otherwise contained in this Agreement. 10. In granting the above authorization, Englewood reserves the right to make full use of the property involved as may be necessary or convenient in the operation of the water works plant and system under the control of Englewood. IN WITNESS WHEREOF, the Parties hereto have executed this Temporary Construction Easement on the day and year first written above. CITY OF ENGLEWOOD By: __________________________________ Othoniel Sierra, Mayor ATTEST: _________________________________ Stephanie Carlile, City Clerk The undersigned representative of the Public Service Company of Colorado has read the forgoing Temporary Construction Easement and agrees for and on behalf of said Grantee that it will accept and will abide by all of the terms and conditions thereof. Page 513 of 972 Page 514 of 972 Page 515 of 972 Page 516 of 972 Page 517 of 972 CI T Y or ng l e w o o d Pk o c u R E M E N T DI V I S I O N MC L E L L A N DR A I N LI N E CR O S S I N G AN D LI C E N S E AG R F Pa r k De v e l o p m e n t , Cr o s s i n g at 14 — 24 ” St o r m Dr T (Sa n t a Fe TH I S LI C E N S E AG R E E M E N T , (" L i c e n s e ” ) ma d e an d en t e r e d in t o as of th e . 7 i da y or ., 20 2 4 , hy an d be t w e e n th e CI T Y or EN G L E W O O D , a mu n i c i p a l co r p o i io n of Co l o r a d o , he r e i n a f t e r re f e r r e d to as “E n g l c w o o d ” or “C i t y ” , an d ’I ‘ B AN G E L l N E LL C , a De l a w a r e li m i t e d li a b i l i t y co m p a n y , he r e i n a n e r re f e r r e d t o as “L i c c n s c c . ” WI T N E S S ET I ‘ I Th e ci t y , wi t h o u t an y wa r r a n t y of it s ti t l e or in t e r e s t wh a t s o e v e r . he r e b y au t h o r i z e s Li c e n s e e , it s su c c e s s o r or as s i g n s , to in s t a l l a 24 ” st o r m dr a i n (“ S t o r m in an un d e r g r o u n d bo r e be l o w an d ac r o s s th e Ci t y ’ s ri g h t — o f — w a y ro r th e Mu l c e l l a n Li n e , de s c r i b e d as a pa r c e l of la n d si t u a t e d in NW 1/ 4 oF S W l / 4 OF S S Z 7 TS S 7 R 6 8 6‘ “ l’ . M Ci t y of Li t t l e t o n , Co u n t y of Al ' a p a h o e , St a t e of Co l o r a d o de s c r i b e d as fo l l o w s: De s c r i b e d in Ex h i b i t A, at t a c h e d he r e t o . Th e ab o v c s d e s c r i b e d pa r c e l co n t a i n s 16 0 sq u a r e fo o t , lh o r c or le s s , 1. An y co n s t r u c t i o n co n t e m p l a t e d or pe r f o r m e d un d e r th i s Li c e n s e sh a l l co m p l y wi t h an d co n f o r l n to st a n d a r d s fo r m u l a t e d by th e Di r e c t o r of Ut i l i t i e s of t h e Ci t y a n d su c h co n s t r u c t i o n sh a l l be pe r f o r m e d an d co m p l e t e d ac c o r d i n g to th e pl a n s ap p r o v e d by t h e Ci t y . 2. Li c e n s e e sh a l l no t i f y th e Ci t y ’ s Di r e c t o r of Ut i l i t i e s or Dc s i g n c c at le a s t th r ee (3 ) da y s pr i o r to th e ti m e or co m m e n c e m e n t or t h e co n s t r u c t i o n or , or an y re p a i r s ma d e to , Li c e n s e e ’ s St o r m Dr a i n an d as s o c i a t e d i‘ a e i l i t i e s so th a t th e Ci t y ma y , in it s di s c r e t i o n , in s p e c t su c h op e r a t i o n s . Wi t h th e ex c e p t i o n of an em e r g e n c y re p a i r , wh i c h Li c e n s e e wi l l no t i f y th e ci t y wi t h i n 48 ho u r s of th e re p a i r wo r k . 3. Wi t h i n th i r t y (3 0 ) da y s fr o m th e da t e or t h e co m m e n c e m e n t of co n s t r u c t i o n o r sa i d bo r i n g an d in s t a l l a t i o n of th e St o r m Dr a i n , th e Li c e n s e e sh a l l co m p l e t e su c h Co n s t r u c t i o n , sh a l l cl e a r th e cr o s s i n g ar e a of a l l co n s t r u c t i o n de b r i s an d re s t o r e th e to it s co n d i t i o n im m e d i a t e l y pr e c e d i n g Li c e n s e e ' s co n s t r u c t i o n s as ne a r l y as ma y be re a s o n a b l e , re a s o n a b l e we a r an d te a r ex c e p t e d . In th e ev e n t th e cl e a r i n g an d re s t o r a t io n of t h c cr o s s i n g ar e a is no t co m p l e t e d wi t h i n th e ti m e sp e c i ? e d , Ci t y ma y co m p l e t e t h e wo r k at th e so l o ex p e n s e of ‘ L i c c n s c c . 4. Ci t y sh a l l ha v e th e ri g h t to ma i n t a i n , in s t a l l , re p a i r , re m o v e or re l o c a t e th e Mc L e l l a n Dr a i n Li n e or an y ot h e r or it s fa c i l i t i e s or in s t a l l a t i o n s wi t h i n Ci t y ’ s ri g h t s—0F — wa y at an y ti m e an d in su c h ma n n e r as Ci t y de e m s ne c e s s a r y or co n v e n i e n t . Th e Page 518 of 972 re s e r v e s th e ex c l u s i v e ri g h t to co n t r o l al l ea s e m e n t s an d in s t a l l a t i o n s . In th e ev e n t th e St o r m Dr a i n sh o u l d in t e r f e r e wi t h an y fu t u r e us e of th e Ci t y ’ s ri g h t s — o f — w a y by th e Ci t y , th e Li c e n s e e sh a l l , up o n re q u e s t an d at it s so l e ex p e n s e , re l o c a t e , re a r r a n g e , or re m o v e it s in s t a l l a t i o n s so as no t to in t e r f e r e wi t h an y su c h us e . 5. An y re p a i r or re p l a c e m e n t of an y Ci t y in s t a l l a t i o n ma d e ne c e s s a r y , in th e re a s o n a b l e op i n i o n of th e Ci t y ’ s Di r e c t o r of Ut i l i t i e s or De s i g n e e be c a u s e of th e co n s t r u c t i o n of th e Li c e n s e e ’ s co n d u i t or ot h e r ap p u r t e n a n t in s t a l l a t i o n th e r e o f , sh a l l be ma d e at th e so l e ex p e n s e of th e Li c e n s e e . 6. Th e st i p u l a t i o n s an d co n d i t i o n s of th i s Li c e n s e sh a l l be in c o r p o r a t e d in t o co n t r a c t sp e c i ? c a t i o n s if th e co n s t r u c t i o n he r e i n au t h o r i z e d is to be do n e on a co n t r a c t ba s i s . 7. Th e ri g h t s an d pr i v i l e g e s gr a n t e d in th i s Li c e n s e sh a l l be su b j e c t to pr i o r ag r e e m e n t s , li c e n s e s an d / o r gr a n t s , re c o r d e d or un r e c o r d e d , ap p l i c a b l e to th e pa r c e l de s c r i b e d in Ex h i b i t A an d it sh a l l be Li c e n s e e ’ s so l e re s p o n s i b i l i t y to de t e r m i n e th e ex i s t e n c e of sa i d do c u m e n t s or co n ? i c t i n g us e s or in s t a l l a t i o n s . 8. Li c e n s e e sh a l l co n t a c t an d fu l l y co o p e r a t e wi t h Ci t y ’ s pe r s o n n e l , an d th e co n s t r u c t i o n sh a l l be co m p l e t e d wi t h o u t in t e r f e r e n c e wi t h an y la w f u l , us u a l or or d i n a r y ?o w of wa t e r th r o u g h Mc L e l l a n Dr a i n Li n e . 9. Al l tr e n c h e s or ho l e s wi t h i n Ci t y ’ s ri g h t s — o f — w a y di s t u r b e d by Li c e n s e e sh a l l be ba c k f i l l e d an d ta m p e d to th e or i g i n a l gr o u n d li n e in la y e r s no t to ex c e e d si x (6 ) in c h e s lo o s e me a s u r e to a co m p a c t i o n of ni n e t y pe r c e n t (9 0 % ) St a n d a r d Pr o c t o r Ma x i m u m De n s i t y . 10 . Li c e n s e e sh a l l ma i n t a i n a mi n i m u m of 2 fe e t ve r t i c a l cl e a r a n c e to th e Mc L e l l a n Dr a i n Li n e pi p e . An y bo r e pi t ex c a v a t i o n sh a l l ma i n t a i n a mi n i m u m of 10 fe e t ho r i z o n t a l cl e a r a n c e fr o m th e Mc L e l l a n Dr a i n Li n e . 11 . Ex c e p t to th e ex t e n t ca u s e d by th e gr o s s ne g l i g e n c e or wi l l f u l mi s c o n d u c t of th e Ci t y , Li c e n s e e sh a l l in d e m n i f y an d sa v e ha r m l e s s th e Ci t y , it s of f i c e r s an d em p l o y e e s , ag a i n s t an y an d al l cl a i m s , da m a g e s , ac t i o n s or ca u s e s of ac t i o n an d ex p e n s e s to wh i c h it or th e y ma y be su b j e c t e d to th e ex t e n t ar i s i n g fr o m Li c e n s e e ' s co n s t r u c t i o n an d ma i n t e n a n c e of th e St o r m Dr a i n be i n g wi t h i n an d ac r o s s an d un d e r th e pr e m i s e s of th e Ci t y or by re a s o n of an y wo r k do n e or by om i s s i o n ma d e by Li c e n s e e , it s ag e n t s or em p l o y e e s , in co n n e c t i o n wi t h th e co n s t r u c t i o n , re p l a c e m e n t , ma i n t e n a n c e or re p a i r of sa i d in s t a l l a t i o n . pr o m i s e s , if no t cu r e d wi t h i n 30 da y s af t e r Li c e n s e e ' s re c e i p t of wr i t t e n no t i c e of su c h br e a c h , Ci t y ma y , at it s op t i o n , ha v e sp e c i ? c pe r f o r m a n c e th e r e o f , or su e fo r da m a g e s re s u l t i n g fr o m su c h br e a c h . Page 519 of 972 13 . Up o n ab a n d o n m e n t of an y ri g h t or pr i v i l e g e he r e i n gr a n t e d , th e ri g h t of Li c e n s e e to th a t ex t e n t sh a l l te r m i n a t e , bu t it s ob l i g a t i o n to in d e m n i f y an d ho l d ha r m l e s s Ci t y , it s of f i c e r s an d em p l o y e e s , sh a l l no t te r m i n a t e . 14 . Th i s Li c e n s e is ma d e un d e r an d co n f o r m a b l e to th e pr o v i s i o n s of Se c t i o n 4- 1 — 3 — 4 of En g l e w o o d Mu n i c i p a l Co d e , wh i c h pr o v i d e s st a n d a r d co n t r a c t pr o v i s i o n s fo r al l co n t r a c t u a l ag r e e m e n t s wi t h th e Ci t y . In s o f a r as ap p l i c a b l e , th e pr o v i s i o n s of EM C Se c t i o n 4— 1 — 3 — 4 ar e in c o r p o r a t e d he r e i n an d ma d e a pa r t he r e o f by th i s re f e r e n c e an d sh a l l su p e r s e d e an y ap p a r e n t l y co n f l i c t i n g pr o v i s i o n ot h e r w i s e co n t a i n e d in th i s Ag r e e m e n t . 15 . in gr a n t i n g th e ab o v e au t h o r i z a t i o n , Ci t y re s e r v e s th e ri g h t to ma k e fu l l us e of th e pr o p e r t y in v o l v e d as ma y be ne c e s s a r y or co n v e n i e n t in th e op e r a t i o n of th e wa t e r wo r k s pl a n t an d sy s t e m un d e r co n t r o l of Ci t y . IN WI T N E S S WH E R E O F th i s in s t r u m e n t ha s be e n ex e c u t e d by th e pa r t i e s as of th e da y an d ye a r fi r s t ab o v e wr i t t e n by th e si g n a t u r e s of th e i r au t h o r i z e d re p r e s e n t a t i v e s be l o w . CI T Y OF EN G L E W O O D , CO L O R A D O By : Ot h o n i e l Si e r r a , Ma y o r AT T E S T : St e p h a n i e Ca r l i l e , Ci t y Cl e r k Th e un d e r s i g n e d of ? c e r of TB AN G E L I N E LL C ha s re a d th e fo r e g o i n g Li c e n s e an d ag r e e s fo r an d on be h a l f of sa i d Li c e n s e e th a t it wi l l ac c e p t an d wi l l ab i d e by al l th e te r m s an d co n d i t i o n s th e r e o f . Page 520 of 972 5:5032 33:;35:2 .333::35;b:.2.:3 jwj\w?i...‘VumwémxMNIK. .E ‘ \Ux\MQIQ.mU?.NV..3SQN‘3$ch .2.0E28:;2095.33“mEchBE:Qumm?ww356»,g Af5 .3M\23viii_;.._,;_z:cv MQ.\.€$N&:3hi,<y T j\u.fl\\n‘ 5:55. 7!:£2.»,V_,VZ<:9 .233: Page 521 of 972 EX H I B I T A LE G A L DE S C R I P T I O N A ST R I P OF LA N D , FO R A ST O R M CR O S S I N G . SI T U A T E D IN TH E NO R T H W E S T QU A R T E R OF TH E SO U T H W E S T QU A R T E R OF SE C T I O N 32 . TO W N S H I P 5 SO U T H . RA N G E 68 WE S T , OF SI X T H PR I N C I P A L ME R I D I A N . CI T Y OF LI T T L E T O N , CO U N T Y OF AR A P A H O E , ST A T E OF C O L O R A D O . BE I N G MO R E PA R T I C U L A R L Y DE S C R I B E D AS FO L L O W S . CO M M E N C I N G AT TH E NO R T H QU A R T E R CO R N E R OF SA I D SE C T I O N 32 , BE I N G MO N UM E N TE D BY A FO U N D 3A 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D T5 8 RS B W 1/ 4 SE Q / S 3 2 20 0 0PL S 13 1 5 5 . IN A RA N G E BO X , FR O M WH I C H TH E NO R T H W E S T CO R N E R OF SA I D SE C T I O N 3 2.BE I N G MO N U M E N T E D BY A FO U N D 3— 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D CO L O DE PTOF TR A N S P O R T A T I O N T5 S R6 8 W SS O I S Z Q I S S 1 / S 3 2 PL S 25 3 8 4 . BE A R S SO U T H 89 ° 2 9 ‘ 2 7 " W ES T.A DI S T A N C E OF 26 2 6 . 1 4 FE E T , WI T H AL L BE A R I N G S CO N T A I N E D HE R E I N BE I N G R E L A TI V E TH E R E T O ; TH E N C E SO U T H 28 ’ 1 9 ' 1 2 “ WE S T . A DI S T A N C E OF 32 1 0 77 FE E T . TO TH E NO R T H E A S T E R L Y LI N E OF A PR O P O S E D CI T Y OF EN G L E W O O D WA T E R EA S E M E N T , AN D TH E PO I N T OF BE G I N NI N G ; TH E N C E OV E R , UN D E R , AN D AC R O S S , SA I D EA S E M E N T , SO U T H 22 ° 1 7 ' 4 4 " WE S T , A DI S TA NC E OF 31 . 9 2 FE E T . TO TH E SO U T H W E S T E R L Y LI N E OF SA I D EA S E M E N T , AN D TH E PO I N T OF TH E LI N E A L UN I T US E D IN TH E PR E P A R A T I O N OF TH I S LE G A L DE S C R I P T I O N IS TH E U. S, SU R VE Y FO O T AS DE F I N E D BY TH E UN I T E D ST A T E S DE P A R T M E N T OF CO M M E R C E . NA T I O N A L I OF ST A N D A R D S AN D TE C H N O L O G Y . I. JE A N P. HA L P I N . A SU R V E Y O R LI C E N S E D IN TH E ST A T E OF CO L O R A D O , DO HE R E B Y CE R TI F Y TH A T TH E AB O V E LE G A L DE S C R I P T I O N AN D AT T A C H E D EX H I B I T WE R E PR E P A R E D B YME OR UN D E R MY DI R E C T SU P E R V I S I O N AN D CH E C K I N G . JE A N P. HA L P I N . PL S 38 4 7 4 FO R AN D ON BE H A L F OF WE S T W O O D PR O F E S S I O N A L SE R V I C E S , IN C , 10 3 3 3 E. DR Y CR E E K RO A D , SU I T E 40 0 EN G L E W O O D . CO 80 1 1 2 N: \ P r u j e c l s \ 3 0 3 2 5 5 0 1 Sa r n a Fe Pa r k \ C A D \ S u r v e y \ L e g a l s \ L i c e n s e Ag r e e m e n l s \ s u b m u l a l B— 2 6 7 2 0 2 4 \ S a n l a Fe Pa r k 7 TST O R M XI N G L JP l - I . d o c x Page 522 of 972 EX H I B I T A SH E E T 1 O F 2 NW CO R N E R . SE C 32 PO I N T OF CO MM EN G EM EN T FO U N D 3- 1 / 4 " AL U M . CA P ST A M P E D N. 1 l 4 CO RN ER se c . 32 CO L O DE P T OF TR A N S P O R T A T I O N (B A S I S 0F BE A R I N G S ) FO U N D 3- 1 / 4 " AL u M . CST A M F ' ED T5 8 . RS S W 93 0 / 3 2 9 1 5 3 1 1 8 3 2 N. LI N E . NW 1/ 4 . SE C T I O N 32 T5 8 RS E W 1/ 4 $2 9 1 5 3 2 2 0 0 0 PL S 13 1 5 5 PL S 25 3 8 4 SE S “ 2 9 ‘ 2 7 " W 26 2 6 . 1 4 ' IRA N GEBO X \ / \ /\@ Z\ ¢ “‘54 . ;(3 ? ) €3 3 v a - J 90 0% b0 . f» ) ; 9\ \ \ \ \ \ NW 1 I4 . OF SW 1 / 4 SE C . 32 PO I N T OF PR O P O S E D BE G I N N I N G EN G L E W D O D DR AI N LI N E 0. 0 0 EA S E M E N T 24 " CO N C R E T E ST O R M DR A I N CR O S S I N G ST A T I O N : 26 + 1 9 . 0 3 EL E V A T I O N T. O . P — 53 7 3 . 0 7 ,7 PO I N T oP ' . . .. \ / TE R M . . . ” 3. 2 2 9 2 1 7 “ W / 0+ 3 1 . S 2 / ‘ ,9 PR O P O S E D UT I L I T Y EA S E M E N T (E N G L E W O O D ) wm m s u m w 5m m FI R K ‘ C A J S I I R V E V ‘ I E G W C E N S E M R E E M B I ‘ I S I S L W I T I M O - Z L M ‘ W A r: FW M C B I S E A E R E M E M - M J M T L Im a m KE V MA F ' OW N E R : 50 25 50 TO L L SO U T H W E S T LL C 2: : 71 0 0 E. BE L L E V I E W AV E . , . SU I T E 20 0 SC A L E 1 50 GR E E N W O O D VI L L A G E , co . am 11 Th i s il l u a l m ? o n du e s no I re p r e s e n t a mo n u m e n l c d su r v e y . It is in t e n d e d on l y to dz p i c t "I : at t a c h e d le g a l de s c r i p t i o n . 24 " ST O R M DR A I N CR O S S I N G NW 1/ 4 , SW 1/ 4 OF SE C . 32 , T5 8 , R6 8 W , 6T H F' . M I we s t w o o d CI T Y OF LI T T L E T O N —— — — — AR A P A H O E CO U N T Y . CO L O R A D O :os s az b nv t sz ‘ ll ?m wm o o a p n m EN G L EW D DD.00no n : =5 0 ' | By : AT M | CK ' D . JP H | DA T E : 8/ 2 6 / 2 0 2 4 mo m m h m l s e m m l n c . nu n s - 4 5 2 . 9 5 2 5 Page 523 of 972 EX H I B I T A SH E E T 2 0 F 2 53 8 0 53 8 0 PR O P O S E D GR A D E @ PI P E CE N T E R L I N E EX I S T I N G @ PI P E CE N TE R LI N E 53 7 0 77 . 3 5 LF 13 0 " HD P E @O J Z ‘ M : OW N E D AN D MA I N T A I N E D BY EN G L E W O O D ST A 1 0+ 5 6 . 9 4 53 6 4 . 2 9 53 6 0 24 " RC P ST O R M DR A I N ST A . 10 + 5 7 . 4 3 T. O , P . EL . = 53 5 9 . 6 5 ur e m i c t s u m m m SA N A F E F M K W M W L ‘ G W C H I S E A E R E B I E N I S B I Z M m m — Z B E Z I W A rs w- u c a s E A n w a c u m A w m m m 53 5 5 “ ”5 3 5 5 s; a 1 o+ o o 1 1 +0 0 NT E R C O N N E C T ST A 1o + o o 0 TO 11 + o oo HO R I Z O N T A L . 1 50 ' VE R T I C A L : 1" = 5' OW N E R : , TO L L SO U T H W E S T LL C 5% ) : 1 0 71 0 0 E. BE L L E V I E W AV E . SU I T E 20 0 SC A L E . 50 ' GR E E N W O O D VI L L A G E , CO . 50 1 1 1 Yh i : il l u s l r a l ‘ x o n a» . no t “w e “ . . . a mo n u m e m d mm . H is in t e n d e d on | y lo de p i c l m. au g e r . “ 1. 9 . . . «s u m m o n . 24 " ST O R M DR A I N CR O S S I N G NW W SW 1/ 4 op SE C . 31 m . Re m . am PM . We s t w o o CI T Y OF LI T T L E T O N —— AR A P A H O E CO U N T Y , CO L O R A D O IW BE ED I ng ‘ ?g g ; Wa i n - I m p s . ” EN E LE W OO D ,co so u : SC A L E ‘ 1" : 50 - | av : AT M [ CK ‘ D : JP H I DA T E : 8/ 2 6 / 2 0 2 4 WW ww w w a m u m Ts u n w l s z s s z ‘ Page 524 of 972 ci T v m: ng l e w o o d PR O C U R E M E N T ol V l s l o N MC L E L L A N DR A I N LI N E TE M P O R A R Y CO N S T R U C T I O N EA S E M E N T ( Fe Pa r k De v e l o p m e n t , Cr o s s i n g #1 4 _ 24 ” St o r m Dr a i n ) ’l ‘ h i s Me L e l l a n Dr a i n Li n e Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t (" T e m p o i a i y Ea s em e nt " )is en t e r e d in t o th i s da y or 20 2 ,b y an d be t w e e n th e Ci t y of En g l e w o o d Co l o r a d o a mu n i c i p a l co r p o r a t i o n of th e St a t e oi Co l o r a d o (" G r a n t o r " ) , an d TB AN G E L I N E LL C a De l a w a r e li m i t e d li a b i l i t y co m p a n y (" G r a n t e e ). Th e s e en t i t i e s ma y be in d i v i d u a l l y re f e r r e d to as th e “P a r t y ” or co l l e c t i v e l y re f e r r e d to as th e “P a r t i e s ” . WE I E R E A S . th e (l i l y of En g l c w o o d Ow n s a Ri g h t — o f — W a y Fo r th e Mc L e l l a n Dr ai n Li n e , a re s e r v o i r dr a i n li n e wh i c h is lo c a t e d as de s c r i b e d in Ex h i b i t A, at t a c h e d hc l ‘ c t o i WH E R E A S , th e Gr a n t e e de s i r e s to in s t a l l a 24 " st o r m dr a i n (“ S t o r l n by un d e r g r o u n d bo r e be l o w an d ac r o s s th e Mc L e l l a n Dr a i n Li n e ri g h t — o f — w a y , pu r s u a n t ali c e n s e be t w e e n th e Pa r t i e s , No w TH E R E F O R E in co n s i d e r a t i o n or th e mu t u a l co v e n a n t s or th e Pa r ti e s , mo r e pa r t i c u l a r l y he r e i n a f t e r se t fo r t h , th e ad e q u a c y an d su f ? c i e n c y of wh i c h ar e he r e b y ac k n ow l e dg e d , it is ag r e e d as Fo l l o w s : 1. Te l n g o r a l ‘ x Co n s t r u c t i o n Ea s e m e n t . En g l e w o o d , as Gl ' a n t o l ' , he r e b y gr a nt s to Gr a n t c c , it s su c c e s s o r s , as s i g n s , co n t r a c t o r s , an d su b — c o n t r a c t o r s , a no n — e x c l u s i v e te m po ra ry co n s t r u c t i o n ca s e m e n t th r o u g h , ov e r , un d e r an d ac r o s s th e Mc h l l a n Dr a i n Li n t : Ri g h t - o f —W a y fo r th e in s t a l l a t i o n , re p a i r or re p l a c e m e n t or Gr a n t e e ’ s St o r m Dr a i n pu r s u a n t to a Li c e n s e (t h e “P i - e j e c t » ) . 2 Te r m of Fa s e l n c n t . Th e Pr o i e e t wi l l be g i n no so o n e r th a n 1/ 0 2 / 2 0 2 5 wi l l be co m p l e t e d no la t e r th a n 09 / 0 2 / 2 0 2 5 (o r wi t h i n ei g h t (8 ) mo n t h s ) of th i s ea s e m e n t ag r e e m e nt be i n g ex e c u t e d . Co m p l e t i o n or t h e Pr o j e c t wi l l be de e m e d to ha v e oc c u r r e d up o n th e in s p ec t i o n an d ap p r o v a l of th e Pr o j e c t by Gr a n t o r an d th i s Te m p o r a r y Ea s e m e n t wi l l be de e m e d toha v e te r m i n a t e d up o n su c h co m p l e t i o n . 3. Ac c e s s . Gr a n t e e sh a l l ha v e th e te m p o r a r y no n e e x c l u s i v c ri g h t to en t e r th e M ch l la n Dr a i n Li n e Ri g l i t - o f — W a y fo r an y re a s o n a b l e pu r p o s e ne c e s s a r y or pr u d e n t fo r th e co n s t r uc t i o n or th e Pr o j e c t su b j e c t to th e fo l l o w i n g re s t r i c t i o n s : l) no r m a l wo r k i n g ho u r s sh a l l bc co n s i st e n t wi t h Co l o r a d o De p a r t m e n t of Tr a n s p o r t a t i o n or Ci t y or En g l e w o o d co n s t r u c t i o n ho u r s , Mo n da y th r o u g h Fr i d a y an d 2) th e op e r a t i o n of eq u i p m e n t an d he a v y tr u c k s wi l l be pe r m i t t e d on th e li n g l e w o o d Mc L e l l a n Dr a i n Li n e I{ i g h t — o f — W a y on l y du r i n g no r m a l wo r k i n g ho u r s 4. Re s t o r a t i o n . Up o n th e co m p l c t i o n of th c Pr o j c c t . Gr a n t e e wi l l pe r f or m su c h re s t o r a t i o n an d re g a ng as is ne c e s s a r y or pr u d e n t to re s t o r e th e su r f a c e ar e a of th e Mc Le l la n Dr a i n Li n c Ri g h t — o —W a y to it s or i g i n a l co n d i t i o n im m e d i a t e l y pr e c e d i n g Gr a n t e e ' s co ns tr uc ti on , re a s o n a b l e we a r an d te a r ex c e p t e d . Page 525 of 972 5. In d e m n i f i c a t i o n . Ex c e p t to th e ex t e n t ar i s i n g fr o m th e gr o s s ne g l i g e n c e or wi l l f u l mi s c o n d u c t of Gr a n t o r , it s em p l o y e e s , te n a n t s , or gu e s t s , Gr a n t e e , to th e ex t e n t pe r m i t t e d by th e la w s an d co n s t i t u t i o n of th e St a t e of Co l o r a d o , he r e b y ag r e e s to in d e m n i f y an d ho l d ha r m l e s s th e Ci t y of En g l e w o o d , it s em p l o y e e s , te n a n t s , an d gu e s t s fr o m an y an d al l th i r d pa r t y cl a i m s , ca u s e s of ac t i o n , an d li a b i l i t y wh i c h ma y oc c u r to th e ex t e n t ar i s i n g fr o m th e ne g l i g e n t or wr o n g f u l ac t s of Gr a n t e e in th e co n s t r u c t i o n of th e Pr o j e c t , in c l u d i n g th e co s t of de f e n d i n g su c h cl a i m s . 6. Li a b i l i t y . Gr a n t e e he r e b y ac k n o w l e d g e s th a t it un d e r s t a n d s th a t th e r e is wa t e r fl o w in th e Mc L e l l a n Dr a i n Li n e an d th a t it wi l l as s u m e li a b i l i t y fo r an y da m a g e to ad j o i n i n g pr o p e r t y ca u s e d by wa t e r fl o w re s u l t i n g fr o m da m a g e to th e Mc L e l l a n Dr a i n Li n e ca u s e d by th e Gr a n t e e ' s co n s t r u c t i o n ac t i v i t i e s . 7. In s u r a n c e . Gr a n t e e sh a l l ma i n t a i n in fu l l fo r c e an d ef f e c t a va l i d po l i c y of in s u r a n c e fo r th e Pr o j e c t in th e am o u n t of $1 , 0 0 0 , 0 0 0 . 0 0 pr o p e r t y co v e r a g e an d $1 , 0 0 0 , 0 0 0 . 0 0 li a b i l i t y co v e r a g e . Gr a n t e e fu r t h e r ag r e e s th a t al l it s em p l o y e e s , co n t r a c t o r s , an d su b — c o n t r a c t o r s wo r k i n g on th e Pr o j e c t sh a l l be co v e r e d by ad e q u a t e Wo r k e r s Co m p e n s a t i o n In s u r a n c e . 8. As s i g n m e n t . Th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t is as s i g n a b l e on l y wi t h th e wr i t t e n pe r m i s s i o n of th e Ci t y of En g l e w o o d , wh i c h pe r m i s s i o n wi l l no t be un r e a s o n a b l y wi t h h e l d , co n d i t i o n e d or de l a y e d . 9. Th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t is ma d e un d e r an d co n f o r m a b l e to th e pr o v i s i o n s of Se c t i o n 4- 1 - 3 - 4 of En g l e w o o d Mu n i c i p a l Co d e , wh i c h pr o v i d e s st a n d a r d co n t r a c t pr o v i s i o n s fo r al l co n t r a c t u a l ag r e e m e n t s wi t h Gr a n t o r . In s o f a r as ap p l i c a b l e , th e pr o v i s i o n s of EM C Se c t i o n 4— 1 — 3 - 4 ar e in c o r p o r a t e d he r e i n an d ma d e a pa r t he r e o f by th i s re f e r e n c e an d sh a l l su p e r s e d e an y ap p a r e n t l y co n f l i c t i n g pr o v i s i o n ot h e r w i s e co n t a i n e d in th i s Ag r e e m e n t . 10 . In gr a n t i n g th e ab o v e au t h o r i z a t i o n , En g l e w o o d re s e r v e s th e ri g h t to ma k e fu l l us e of th e pr o p e r t y in v o l v e d as ma y be ne c e s s a r y or co n v e n i e n t in th e op e r a t i o n of th e wa t e r wo r k s pl a n t an d sy s t e m un d e r th e co n t r o l of En g l e w o o d . IN WI T N E S S WH E R E O F , th e Pa r t i e s he r e t o ha v e ex e c u t e d th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t on th e da y an d ye a r fi r s t wr i t t e n ab o v e . CI T Y OF EN G L E W O O D , CO L O R A D O By : AT T E S T : St e p h a n i e Ca r l i l e , Ci t y Cl e r k Page 526 of 972 5::2?was.“4 \2:r\:giEs?5vi x:,._.,5_:w\\w1:SJE:£2 >:.é\‘\‘ve>a_ Page 527 of 972 EX H I B I T A LE G A L DE S C R I P T I O N A ST R I P OF LA N D , FO R A ST O R M CR O S S I N G , SI T U A T E D IN TH E NO R T H W E S T QU A R T E R OF TH E SO U T H W E S T QU A R T E R OF SE C T I O N 32 , TO W N S H I P 5 SO U T H . RA N G E 68 WE S T , OF SI X T H PR I N C I P A L ME R I D I A N , CI T Y OF LI ‘ I T L E T O N . CO U N T Y OF AR A P A H O E , ST A T E OF C O L O R A D O . BE I N G MO R E PA R T I C U L A R L Y DE S C R I B E D AS FO L L O W S . CO M M E N C I N G AT TH E NO R T H QU A R T E R CO R N E R OF SA I D SE C T I O N 32 , BE I N G MO N UM E NT E D BY A FO U N D 37 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D T5 3 RG S W 1/ 4 S2 9 / S 3 2 20 0 0PL S 13 1 5 5 . IN A RA N G E BO X , FR O M WH I C H TH E NO R T H W E S T CO R N E R OF SA I D SE C T I O N 32 ,BE I N G MO N U M E N T E D BY A FO U N D 3— 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D CO L O DE PTOF TR A N S P O R T A T I O N T5 8 R6 8 W 53 0 / 5 2 9 / S 3 1 / S 3 2 PL S 25 3 8 4 , BE A R S SO U T H 89 " 2 9 ' 2 7 " WE ST , A DI S T A N C E OF 26 2 6 , 1 4 FE E T , WI T H AL L BE A R I N G S CO N T A I N E D HE R E I N BE I N G R E L A TI V E TH E R E T O ; TH E N C E SO U T H 28 ° 1 9 ' 1 2 " WE S T , A DI S T A N C E OF 32 1 0 77 FE E T . TO TH E NO R T H E A S T E R L Y LI N E OF A PR O P O S E D CI T Y OF EN G L E W O O D WA T E R EA S E M E N T , AN D TH E PO I N T OF BE G I N NI N G ; TH E N C E OV E R , UN D E R , AN D AC R O S S , SA I D EA S E M E N T . SO U T H 22 ° 1 7 ’ 4 4 " WE S T , A DI S TA N CE OF 31 , 9 2 FE E T , TO TH E SO U T H W E S T E R L Y LI N E OF SA I D EA S E M E N T , AN D TH E PO I N T OF TH E LI N E A L UN I T US E D IN TH E PR E P A R A T I O N OF TH I S LE G A L DE S C R I P T I O N IS TH E U. S. SU R VE Y FO O T AS DE F I N E D BY TH E UN I T E D ST A T E S DE P A R T M E N T OF CO M M E R C E , NA T I O N A L I OF ST A N D A R D S AN D TE C H N O L O G Y . I, JE A N P, HA L P I N . A SU R V E Y O R LI C E N S E D IN TH E ST A T E OF CO L O R A D O . DO HE R E B Y CE R TI F Y TH A T TH E AB O V E LE G A L DE S C R I P T I O N AN D AT T A C H E D EX H I B I T WE R E PR E P A R E D B YME OR UN D E R MY DI R E C T SU P E R V I S I O N AN D CH E C K I N G , JE A N P. HA L P I N . PL S 38 4 7 4 FO R AN D ON BE H A L F OF WE S T W O O D PR O F E S S I O N A L SE R V I C E S . IN C 10 3 3 3 E, DR Y CR E E K RO A D . SU I T E 40 0 EN G L E W O O D , CO 80 1 12 N' \ P r o j e c | s \ 3 0 3 2 5 6 0 1 Sa n I a Fe Pa r k \ C A D \ S u r v e y \ L e g a I s \ L i c e n s e Ag r e e m e n l s \ 3 u n m m a l 3- 2 6 7 2 0 2 4 \ S a n t a Fe Pa r k 7 TST O R M XI N G L JP H . c h x Page 528 of 972 EX H I B I T A SH E E T 1 O F Z NW CO R N E R . SE C . 32 PO I N T OF CO MM EN C EM EN T FO U N D 3— 1 / 4 " AL U M . CA P ST A M P E D N. 1/ 4 C O R N E R SE C . 32 CO L O DE P T OF TR A N S P O R T A T I O N (B A S I S OF BE A R Y N G S ) FO U N D 37 1 / 4 " A L U M . C A P ST A M P E D T5 S . RG B W 83 0 1 5 2 9 1 5 3 1 / 5 3 2 N. LI N E . Nw 1/ 4 . SE C T I O N 32 T5 5 RG E W 1/ 4 52 9 / 5 3 2 2 0 0 0 F' L S 13 1 5 5 " . \ F' L S 25 3 3 4 ss s = 2 s ' 2 7 " w 26 2 6 . 1 4 ' IRA N GEBO X \ \ Z ‘ \ E 9% ? “ :3 es » E ?" ’3 ? » ‘ 0> < 9 \ g \ L \ a \ l: \ 2 \ NW 1 /4 . OF SW 1 1. : SE C . 32 PO I N T OF PR O P O S E D ‘ BE G I N N I N G EN G L E W O O D DR AI N LI N E (w o o EA S E M E N T 24 " CO N C R E T E ST O R M DR A I N CR O S S I N G ST A T I O N : 25 + 1 9. 0 3 EL E V A T I O N T. O . P 7 53 7 3 . 0 7 52 2 ‘ 1 7 ' 4 4 " W 31 , 9 2 - TE R M I N u s 0‘ 3 1 3 2 / EM U G B I S E M R E W B H S S M M W M Mm / w m w w ' PR O P O S E D UT I L I T Y EA S E M E N T (E N G L E W O O D ) wn m é c v m m mu rs WK M D G U R V E V ‘ KE Y MA P ‘ OW N E R : 50 25 o 50 TO L L SO U T H W E S T LL C E 71 0 0 E. BE L L E V I E W AV E . . SU I T E 20 0 SC A L E . 1 50 GR E E N W O O D VI L L A G E . CO . 50 1 11 na g il l u s l r u ? o n do n s no t re p r e s g n l a mo n u m e n l e d su r v e y . It is in l e n d e d on l y |° de p i e l «h e cl i n c h z d le g a l da s n r i p ? o n . 24 " ST O R M DR A I N CR O S S I N G NW 1/ 4 . SW 1/ 4 OF SE C . 32 . T5 5 . R6 8 W . 6T H P. M . we s t w o o d CI T Y OF LI T T L E T O N "a? E D W G EE K m, AR A F A H O E CO U N T Y . CO L O R A D O su r r E m wm p ‘ m EN G L EW O OD , CD 80 1 1 1 = 50 ' I By : Am 1c m ) ; JP H | DA T E : 2/ 2 5 / 2 0 2 4 wm m m e s t ? . ‘ TE L - 11 0 4 8 1 9 5 2 5 SC A L E - Page 529 of 972 EX H I B I T A SH E E T z o n 53 5 0 53 8 0 \ PR O P O S E D GR A D E \ @ PI P E CE N T E R L I N E EX I S T I N G @ PI P E CE N TE R LI N E E \ E I L §E 53 7 0 53 7 0 Eg 3 77 1 3 5 LP 30 " HD P E @0 . 1 2 % W L 5, OW N E D AN D MA I N T A I N E D BY g EN G L E W O O D I; L § . iS T A . 10 + 5 6 1 9 4 5 4- 6 3 EL . = 53 6 4 . 2 9 E § 53 6 0 53 6 0 g 24 " RC P ST O R M DR A I N / 7 . ST A . 1o + 5 7 . 4 3 ( T. o . P . EL V = 53 5 9 . 5 6 §2 53 5 53 5 5 E § § E 5 § § § 1o + o o 1 1+ o o g PR O F I L E #1 IN T E R C O N N E C T 5* ST A 1o + o 0T o 1 1 + o o 00 g HO R ZO N T g VE R T I C A L : 1 a Ea E OW N E R : r TO L L SO U T H W E S T “- 0 5% ! ? w 71 0 0 E. BE L L E V I E W AV E . SU I T E 20 0 SC A L E : 1” E 50 ‘ GR E E N W O O D VI L L A G E , CD . 50 1 11 Yh i s Il l u s l m l i u n du e s no t ra p r e s e n l n mu n u m e n l e d su r v e y . II is in t e n d e d on l y to ne p I c I 1m cl i n c h e d le g a l da s c n p l i o n , 24 " ST O R M DR A I N CR O S S I N G NW “4 ‘ SW 1, 4 OF SE C . 32 . T5 5 . Rs a w . am PM . We s t w o o d CI T Y OF LI T T L E T O N ,?s s z n n v a EKRm AR A P A H O E CO U N T Y , CO L O R A D O su r r E m “I m p - n o n : :um zw o an ,no so n : SC A L E . 1 50 ' [ av : AT M | CK ' D : JP H | DA T E : 13 / 2 3 / 2 0 2 4 WW mu s ! sa n d a l - z . TE L - 7 1 0 . 4 3 2 . 95 2 6 Page 530 of 972 Ei ‘ i ‘ ? le w o o d PR O C U R E M E N T DI V I S I O N DR A I N LI N E ’F E M P O I K A R Y CO N S ' I ‘ l i U C T I O N IZ A S E M E '1 ' (S a n t a Fe Pa r k De v e l o p m e n t , Cr o s s i n g #1 8 7 8” Wa t e r l i n e ) Th i s Dr a i n Li n e Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t (" T e m p o r a r y Ea s e m e n t " ) isen t e r e d in t o th i s da y of , 20 , by an d be t w e e n th eCi t y of En g l e w o o d , Co l o r - a d o , a mu n i c i p a l co r p o r a t i o n of th e St a t e of Co l o r - a d o (“ G r a n t o r ” ) , an d TB An g e l i n e LL C , a De l a w a r e li m i t e d li a b i l i t y co m p a n y (“ T o l l ” or “G r a n t e e ” ) . Th e s e en t it i e s ma y be in d i v i d u a l l y re r e r r e d to as th e “P a r t y ” or co l l e c t i v e l y re f e r r e d to he r e i n as th e “P a r t i e s ” WH I Z ‘ r R l E r / \ S 1 th e Ci t y of En g l e w o o d ow n s an Ea s e r n e n t fo r th e Dr a i n Li n e Li n e Ea s e l n e n t ” ) , an d op e r a t e s a Wa t e r dr a i n li n e th a t dr a i n s Wa t e r fr o m Mc L e l l a n Re s e r v o i r toth e So u t h Pl a t t e I{ i v e r as a ne c e s s a r y pa r t of En g l e w o o d ’ s wa t e r ri g h t s op e r a t i o n s an d to e ns ur esa f e op e r a t i o n of Mc L e l l a n Re s e r v o i r , th a t is lo c a t e d as de s c r i b e d in th e at t a c h e d Ex h i b i t WI V I E R E A S , To l l de s i r e s to in s t a l l an 8” Wa t e r l i n e wi t h i n th e Dr a i n Li n e Ea s e me n t . WH E R E A S , fo l l o w i n g in s t a l l a t i o n of t h e 8” Wa t e r l i n e an d a Wa r r a n t y pe r i o d a sde s c r ib e d be l o w , To l l wi l l de d i c a t e th e 8" Wa t e r l i n e to th e So u t h w e s t Me t r o Wa t e r an d Sa n i t a t i o n l) i s t r i e t , wh i c h wi l l op e r a t e an d ma i n t a i n th e 8” Wa t e r l i n e pu r s u a n t to a se p a r a t e cr o s s i n g ag re e me nt an d li c e n s e wi t h En g l e w o o d . NO W TH E R E F O R E ) in co n s i d e r a t i o n of th e mu t u a l co v e n a n t s of th e mo r e pa r t i c u l a r l y he r e i n a f t e r se t fo r t h , th e ad e q u a c y an d su f ? c i e n c y of wh i c h ar e he r e b y ac k no wl ed ge d, it is ag r e e d as fo l l o w s : 1. Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t . En g l e w o o d , as Gr — a n t o r , he r e b y gr a nt s toTo l l , as Gr a n t e e , it s su c c e s s o r s , as s i g n s , co n t r a c t o r s , an d su b — c o n t r a c t o r s , a no n — e x c l u s i v e te m p or a r y co n s t r u c t i o n ca s e m e n t th r o u g h , ov e r , un d e r , an d ae r o s s th e Dr a i n Li n e Ea s e m e n t fo r th e in s t a l l a t i o n , re p a i r ; or re p l a c e m e n t of a 8” Wa t e r - l i n e as de s c r i b e d in a se p a r a t e Dr ai nLi n c Cr o s s i n g Ag r e e m e n t be t w e e n En g l e w o o d an d So u t h w e s t Me t r o Wa t e r an d Sa n i t a t i on Di s t r i c t da t e d , 20 2 4 (t h e “P r o j e c t " ) . Ex c e p t as sp e c i ? c a l l y au t h o r i z e d in wr i t i n g , sh a l l no t in t e r f e r e wi t h , ob s t r u c t , mo d i f y , or ot h e r w i s e in an y wa y im p a c t th e Gr a n t o r ’ s ofDr a i n Li n e , 2. Te r m of Ea s e m e n t . Th e Pr o j e c t wi l l be g i n no So o n e r th a n Ja n u a r y 2, 2 0 2 5an d wi l l be co r n p l e t e d no la t e r th a n De c e m b e r 31 , 20 2 6 . Pr i o r to co m m e n c e m e n t of co n s t r uc t i o n , th e Gr a n t e e wi l l ph y s i c a l l y lo c a t e Dr a i n Li n e us i n g no n — d e s t r u c t i v e ex c a v a t i o n ln e t h o d s (po t h ol i n g wi t h hy d r o / a i r va c u u m ) an d pr o v i d e th e re s u l t i n g in f o r m a t i o n to th e Gr a n t o r . Th e Gr a n t e e wi l l al s o pr o v i d e co n s t r u c t i o n pl a n s an d sp e c i f i c a t i o n s fo r th e Gr a n t o r ’ s re v i e w an d ap p r o v a l pr i o r to co m l n e n c e r n e n l of co n s t r u c t i o n r Co l n p l e t i o n of th e Pr o j e c t wi l l be de e m e d to ha v e oc cu rr ed up o n th e oc c u r r e n c e of bo t h (1 ) th e in s p e c t i o n an d ap p r o v a l of th e Pr o j e c t by Gr a n t o r an d(2 ) th e ac c e p t a n c e of th e Pr o j e c t by th e So u t h w e s t Me t r o Wa t e r an d Sa n i t a t i o n Di s t r i c t an d th i s Te l n p o r a r y Ea s e m e n t wi l l be de e l n e d to ha v e te r m i n a t e d up o n su c h co m p l e t i o n . Dr a i n Li n c 'l ‘ e m p o m r y (Io n s l r u c i i o n Ha s e n i c n l Pa g e 1of ] ; Page 531 of 972 3. Ac c e s s . Gr a n t e e sh a l l ha v e th e te m p o r a r y no n ~ e x c l u s i v e ri g h t to en t e r th e Dr a i n Li n e Ea s e m e n t fo r an y re a s o n a b l e pu r p o s e ne c e s s a r y or pr u d e n t fo r th e co n s t r u c t i o n of th e Pr o j e c t su b j e c t to th e fo l l o w i n g re s t r i c t i o n s : 1) no r m a l wo r k i n g ho u r s sh a l l be co n s i s t e n t wi t h Ci t y of Li t t l e t o n co n s t r u c t i o n ho u r s , Mo n d a y th r o u g h Fr i d a y ; an d 2) th e op e r a t i o n of eq u i p m e n t an d he a v y tr u c k s wi l l be pe r m i t t e d on th e En g l e w o o d Dr a i n Li n e Ea s e m e n t on l y du r i n g no r m a l wo r k i n g ho u r s . 4. Re s t o r a t i o n . Be f o r e co m p l e t i o n of th e Pr o j e c t , Gr a n t e e wi l l pe r f o r m su c h re s t o r a t i o n an d re g r a d i n g as is ne c e s s a r y to re s t o r e th e su r f a c e ar e a of th e Dr a i n Li n e Ea s e m e n t to it s or i g i n a l co n d i t i o n . 5. Li a b i l i t y . Gr a n t e e he r e b y ac k n o w l e d g e s th a t it un d e r s t a n d s th a t th e r e ma y be wa t e r ?o w i n g in th e Dr a i n Li n e ye a r — r o u n d , an d th a t Gr a n t e e wi l l as s u m e li a b i l i t y fo r an y da m a g e to Dr a i n Li n e or ad j o i n i n g pr o p e r t y ca u s e d by wa t e r fl o w re s u l t i n g fr o m da m a g e to th e Dr a i n Li n e ca u s e d by th e Gr a n t e e ’ s co n s t r u c t i o n ac t i v i t i e s . 6. In s u r a n c e . Gr a n t e e sh a l l , at it s so l e co s t an d ex p e n s e , ma i n t a i n in fu l l fo r c e an d ef f e c t a va l i d co m m e r c i a l ge n e r a l li a b i l i t y po l i c y of in s u r a n c e fo r th e Pr o j e c t pr o v i d i n g co v e r a g e fo r bo d i l y in j u r y or de a t h to on e or mo r e pe r s o n s wi t h a li m i t of no t le s s th a n on e mi l l i o n do l l a r s ($ 1 , 0 0 0 , 0 0 0 . 0 0 ) pe r oc c u r r e n c e an d ?v e hu n d r e d th o u s a n d do l l a r s ($ 5 00 , 0 0 0 ) pe r oc c u r r e n c e fo r da m a g e to or de s t r u c t i o n of pr o p e r t y . Gr a n t e e fu r t h e r ag r e e s th a t al l it s em p l o y e e s wo r k i n g on th e Pr o j e c t sh a l l be co v e r e d by ad e q u a t e Wo r k e r s ’ Co m p e n s a t i o n In s u r a n c e . Gr a n t e e fu r t h e r ag r e e s to re q u i r e ea c h of it s co n t r a c t o r s an d th e i r su b c o n t r a c t o r s wo r k i n g on th e Pr o j e c t to ob t a i n ad e q u a t e li a b i l i t y in s u r a n c e th a t in c l u d e s Gr a n t o r an d Wo r k e r s ’ Co m p e n s a t i o n In s u r a n c e in th e mi n i m u m am o u n t s as re q u i r e d by ap p l i c a b l e la w . An y co n t r a c t o r or su b c o n t r a c t o r sh a l l be re q u i r e d to in d e m n i f y Gr a n t o r . 7. As s i g n m e n t . Th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t is as s i g n a b l e on l y wi t h th e wr i t t e n pe r m i s s i o n of th e Gr a n t o r , wh i c h pe r m i s s i o n wi l l no t be un r e a s o n a b l y wi t h h e l d , co n d i t i o n e d , or de l a y e d . 8. In c o r p o r a t i o n by Re f e r e n c e . Th i s Te m p o r a r y Ea s e m e n t is ma d e un d e r an d co n f o r m a b l e to th e pr o v i s i o n s of Se c t i o n 4— 1 - 3 — 4 of En g l e w o o d Mu n i c i p a l Co d e , wh i c h pr o v i d e s st a n d a r d co n t r a c t pr o v i s i o n s fo r al l co n t r a c t u a l ag r e e m e n t s wi t h th e Ci t y . In s o f a r as ap p l i c a b l e , th e pr o v i s i o n s of EM C Se c t i o n 4- 1 — 3 — 4 ar e in c o r p o r a t e d he r e i n an d ma d e a pa r t he r e o f by th i s re f e r e n c e an d sh a l l su p e r s e d e an y ap p a r e n t l y co n ? i c t i n g pr o v i s i o n ot h e r w i s e co n t a i n e d in th i s Te m p o r a r y Ea s e m e n t . un d e r co n t r o l of En g l e w o o d . IN WI T N E S S WH E R E O F , th e Pa r t i e s he r e t o ha v e ex e c u t e d th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t on th e da y an d ye a r ?r s t wr i t t e n ab o v e . Dr a i n Li n e Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t Pa g e 2 of 3 Page 532 of 972 0:; _ 3335.3 U1:2.=ou=<m: :mZ.Q: .._.5.:::1:25:55we:?sh:05,—:E3:35_ Bwas1935:E:3608:50E.Fri—u:::E5,.magma3820:55502.27.55 3s._2_Eo_@5982:can:In:015o::om:<ME}?355—5850..cosmihowzzo 55xq5:305J ”Emir—LE ,5wa620%3:550 23325—432CFE; Page 533 of 972 EX H I B I T A LE G A L DE S C R I P T I O N A ST R I P OF LA N D . FO R A WA T E R LI N E CR O S S I N G , SI T U A T E D IN TH E NO R T H W E S T Q U A R T E R OF TH E SO U T H W E S T QU A R T E R OF SE C T I O N 32 , TO W N S H I P 5 SO U T H . RA N G E 68 WE ST , OF TH E SI X T H PR I N C I P A L ME R I D I A N . CI T Y OF LI T T L E T O N , CO U N T Y OF AR A P A H O E . ST A T EOF CO L O R A D O . BE I N G MO R E PA R T I C U L A R L Y DE S C R I B E D AS FO L L O W S : CO M M E N C I N G AT TH E NO R T H QU A R T E R CO R N E R OF SA I D SE C T I O N 32 . BE I N G MO NU ME NT ED BY A FO U N D 3- 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D T5 5 R6 8 W 1/ 4 52 9 / 5 3 2 20 0 0 PL S 13 1 5 5 . IN A RA N G E BO X . FR O M WH I C H TH E NO R T H W E S T CO R N E R OF SA I D SE C T I O N 32 , BE I N G MO N U M E N T E D BY A FO U N D 3- 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D CO L O DE P T OF TR A N S P O R T A T I O N T5 S RG S W S3 0 / S Z Q I S 3 1 / S 3 2 PL S 25 3 8 4 . BE A R S SO U T H 89 ° 2 9 ' 2 7 " WE S T.A DI S T A N C E OF 26 2 8 . 1 4 FE E T . WI T H AL L BE A R I N G S CO N T A I N E D HE R E I N BE I N G RE L AT I VE TH E R E T O : TH E N C E SO U T H 03 ° 0 5 ' 4 4 " WE S T , A DI S T A N C E OF 27 5 7 . 3 5 FE E T . TO TH E NO R T H E R L Y LI N EOFA PR O P O S E D CI T Y OF EN G L E W O O D EA S E M E N T . AN D TH E PO I N T OF BE G I N N I N G ; TH E N C E OV E R . UN D E R . AN D AC R O S S . SA I D EA S E M E N T . SO U T H 24 “ 3 1 ' 1 0 " EA S T . A D I S T A N C E OF 21 . 0 9 FE E T . TO TH E SO U T H E R L Y LI N E OF SA I D EA S E M E N T , AN D TH E PO I N T OF TE R M I NU S . TH E LI N E A L UN I T US E D IN TH E PR E P A R A T I O N OF TH I S LE G A L DE S C R I P T I O N IS TH E SU R V E Y FO O T AS DE F I N E D BY TH E UN I T E D ST A T E S DE P A R T M E N T OF CO M M E R C E . NA T I O N A L IN S TI T UT E OF ST A N D A R D S AN D TE C H N O L O G Y . I. JE A N P, HA L P I N , A SU R V E Y O R LI C E N S E D IN TH E ST A T E OF CO L O R A D O . DO HE R E B Y CE R T I FY TH A T TH E AB O V E LE G A L DE S C R I P T I O N AN D AT T A C H E D EX H I B I T WE R E PR E P A R E D BYME OR UN D E R MY DI R E C T SU P E R V I S I O N AN D CH E C K I N G . JE A N P. HA L P I N . PL S 38 4 7 4 FO R AN D ON BE H A L F OF WE S T W O O D PR O F E S S I O N A L SE R V I C E S . IN C 10 3 3 3 E. DR Y CR E E K RO A D , SU I T E 40 0 EN G L E W O O D . CO 80 1 12 N: \ P r o j e c t s \ 2 0 3 2 5 6 0 1 Sa m a Fe Pa r k \ C / \ D \ S u r v e y \ L e g a l s \ L I c e n s e Ag r e e m e n ( s \ s u b m i l l a l 87 2 6 7 2 0 2 4 \ S a n l a Fa Pa r k —TB ALWA T E R XI N G M .I P H m I o c x Page 534 of 972 EX H I B I T A SH E E T 1 O F 2 NW CO R N E R , sE c . 32 PO I N T OF C O M M E N CE M E N T FO U N D 3- 1 / 4 " AL U M . CA P ST A M P E D N. 1/ 4 SE C . 32 co L o DE P T OF TR A N S P O R T A T I O N (B A S I S OF BE A R I N G S ) FO U N D 34 / " AL U M . CA PST A M P E D T5 3 , Rs a w sa c / 5 2 9 5 3 1 5 3 2 N. LI N E . NW 1/ 4 . SE C T I O N 32 T5 S Re a w 1/ 4 52 9 / 5 3 2 F' L S 13 1 5 PL S 25 3 3 4 55 9 ° 2 9 ' 2 7 " w 26 2 6 . 1 4 ' INRA N G EBO XJ V —E 22 ' D. U . E . RE C L N O L an 1 s o 1 4 / / PO I N T or / BE G I N N I N G / / o+ o o / / / / 52 4 ‘ 3 1 ' 1 0 " E 21 2 0 9 ' ,'' / 0 5 WA T E R MA I N CR O S S I N G ST A T I O N : 25 + 7 9 2 2 EL E V A T I O N T. O . P 53 7 , 6 . 4 0 ' po m r o: \‘ s / TE R M I N U S xm i c m w w m r w m m m w m m m u m u Im m o w m P m - m I M E I / m m m w u m w m (” 2 1 . 0 5 PR O P O S E D '‘ EN G L E W O O D DR A I N LI N E EA S E M E N T SC A L E . .- ; 2 e m - 5° 25 o 50 OW N E R : 2: TB AN G E L I N E . LL C 1 14 0 VI R G I N I A DR . FO R T WA S H I N G T O N . PA 19 0 3 4 SC A L E : Th i s iI I u s I m u o n do e s no t ve p m s u m a mo n u m e m e d su r v e y u is In l a n d a d on l y to de p i c l th e al k a c h e d le g a l de s c r i p l i n n . 8“ WA T E R MA I N CR O S S I N G NW 1/ 4 , 3w 1/ 4 SE C I 32 , T5 8 , R6 8 W , eT I — I P. M . we s t W O Od CI T Y OF LI T T L E T O N —— AR A P A H O E CO U N T Y . CO L O R A D O 10 3 3 3 Emygg f g g g o n o - Wa s t w u u d p s . c a m EN G L E W OD D ,co so n z SC A L E : 1" =5 0 ' [ BY : AT M | CK ' D : .I P H DA T E : 6/ 2 7 / 2 0 2 4 We s l w u u d Pe r E s s l u n a I S e n / l z e s . I n z.TE L : 72 0 V 4 3 2 3 5 2 6 Page 535 of 972 EX H I B I T A 53 8 0 EX I S T I N G GR O U N D @ PI P E CE N T E R L I N E 53 7 0 16 4 . 0 2 LP 30 " HD P E @ 0. 4 9 % OW N E D AN D MA I N T A I N E D BY EN G L E W O O D 53 6 0 SH E E T 2OF 2 53 8 0 PR O P O S E D GR A D E @ PI P E CE N T E R L I N E 53 7 0 8 WA T E R LI N E C R O S S I N G ST A . 26 +7 0 . 46 B. O . F ’ . = 5 3 7 0 .3 9 30 " EN G L E W O O D DR AI N LI N E T. O . P . = 5 3 6 7 . 3 7 CL E A R A N C E = 3 . 2 9 ' 53 6 0 27 + 0 0 mm : mm FE mm m m m s m u s i AG R E E M M S W M W W . WM M S M A F E F W - U C E N S E A G E E M M - M W G ‘ mm am t 50 26 4 — 0 0 PR O F I L E : 30 IN C H DR A I N LI N E (1 ) ST A : 25 + 0 0 . 0 0 TO 27 + O D . 0 0 HO R I Z O N T A : ’l " O 50 ' VE R T I C A L : 1" 5' g OW N E R : 50 25 0 TB AN G E L I N E , LL C 2: 1 14 0 VI R G I N I A DR . FO R T WA S H I N G T O N , PA 19 0 3 4 SC A L E Th i s il l u s t r a t i o n do e s no t re p r e s e n t a mo n u m s m s d su r v e y . II is In t e n d e d on l y to de p i c t th e gu n m e n le g a l de s c r i p t i o n . 8" WA T E R MA I N CR O S S I N G NW 1/ 4 , SW 1/ 4 SE C . 32 . T5 3 , R6 8 W . 6T H P. M . CI T Y OF LI T T L E T O N AR A F ' A H O E CO U N T Y . CO L O R A D O I Bv : AT M SC A L E : 1 " : 50 ' | CK ‘ D : JF ' H | DA T E : 5/ 2 6 / 2 0 2 4 We s t w o o d m3 : Enn v CR E E K RD . SU I T E 40 0 EN G L E WO O D ,cc 80 1 1 1 TE L - 72 m z s s z s “I m p s — c o r n WM ml o n ? Sa m o a . I n c . Page 536 of 972 E? v ? le w o o d PR O C U R E M E N Y Di v l s l o u MC L E L L A N DR A I N LI N E CR O S S I N G AN D LI C E N S E AG R E E M E N T (Sa n t a Fe Pa r k De v e l o p m e n t , Cr o s s i n g #2 0 e s” La n d s e a p e Dr a i I) TI ' I I S LI C E N S E AG R E E M E N T , (" L i c e n s e " ) ma d e an d en t e r e d in t o as of th e da y of ) 20 2 4 ) by an d be t w e e n th e CI T Y OF EN G L E W O O D , a mu n i c i p a l co r p o r a t i o n of Co l o r a d o , he r e i n a f t e r re f e r r e d to as “E n g l c w o o d ” or “C i t y ” , an d TB AN G E L I N E LL C , a De l a w a r e li m i t e d li a b i l i t y co m p a n y , he r e i n a ? c r re f e r r c d t o as “L i c e n s e e . ” WI ' I ‘ N E S S E ’ I ‘ H Th e Ci t y , wi t h o u t an y wa r r a n t y or it s ti t l e or in t e r e s t wh a t s o e v e r ) he r e b y au t h o r i z e s Li c e n s e e , it s su e c e s s o r o r as s i g n s , to in s t a l l a 8” la n d s c a p e dr a i n (“La n d s c a p e Dr a i n " ) in an un d e r g r o u n d bo r e be l o w an d ac r o s s th e Ci t y ’ s ri g h t — o f — w a y fo r th e Me L e l l a n Dr a i n Li n o , de s c r i b e d as a pa r c e l of l a n d si t u a t e d in Nw 1 / 4 , sw 1 / 4 of — TS S e R6 8 W , o' h P. M . , Ci t y of Li t t l e t o n , Co u n t y or A r a p a h o c , St a t e of Co l o r a d o de s c r i b e d as fo l l o w s : De s c r i b e d in Ex h i b i t A, at t a c h e d he r e t o . Th e ab o v e r d e s c r i b e d pa r c e l co n t a i n s 16 0 sq u a r e fe e t , ln o r e or le s s . I . An y co n s t r u c t i o n co n t c r n p l a t e d ol - pe r f o r n ’ l e d un d e r th i s Li c e n s e sh a l l co m p l y wi t h an d co n f o r m ] to st a n d a r d s fo r l n u l a t e d by th e Di r e c t o r of t J t i l i t i e s of th e Ci t y a n d Su c h co n s t r u c t i o n sh a l l be pe r f o r m e d an d co m p l e t e d ac c o r d i n g to th e pl a n s ap p r o v e d by t h e Ci t y . 2. Li c e n s e e sh a l l no t i f y th e Ci t y ’ s Di r e c t o r of Ut i l i t i e s or De s i g n e e at le a s t th r e e (3 ) da y s pr i o r to th e ti m e of co m m e n c e m e n t or th e co n s t r u c t i o n of ) or an y re p a i r s ma d e to , Li c e n s e e ’ s La n d s c a p e Dr a i n an d as s o c i a t e d fa c i l i t i e s so th a t th e Ci t y ma y , in it s di s c r e t i o n , in s p e c t su c h op e r a t i o n s . Wi t h th e ex c e p t i o n of an em e r g e n c y re p a i r , wh ic h Li c e n s e e wi l l no t i f y th e Ci t y wi t h i n 48 ho u r s of th e re p a i r wo r l a 3. wi t h i n th i r t y (3 0 ) da y s ti - o m th e da t e of th e co m m e n c e m e n t or e o n s t r u e t i o n of sa i d bo r i n g an d in s t a l l a t i o n of th e La n d s c a p e Dr a i n , th e Li c e n s e e sh a l l co m p l e t e su ch co n s t r u c t i o n , sh a l l cl e a r th e cr o s s i n g ar e a of al l co n s t r u c t i o n de b r i s an d re s t o r e th e to it s co n d i t i o n im m e d i a t e l y pr e c e d i n g Li c e n s e e ' s co n s t r u c t i o n s as ne a r l y as ma y be re a s o n a b l e , re a s o n a b l e we a r an d te a r ex c e p t e d . In th e ev e n t th e cl e a r i n g an d re s t o r a t i on of th e cr o s s i n g ar e a is no t co m p l e t e d wi t h i n th e ti m e sp e c i ? e d ) Ci t y ma y co m p l e t e t h e Wo r k at th e so l e ex p e n s e ol ' L i c e n s c e . Page 537 of 972 4. Ci t y sh a l l ha v e th e ri g h t to ma i n t a i n , in s t a l l , re p a i r , re m o v e or re l o c a t e th e Mc L e l l a n Dr a i n Li n e or an y ot h e r of it s fa c i l i t i e s or in s t a l l a t i o n s wi t h i n Ci t y ’ s ri g h t s — o f — wa y at an y ti m e an d in su c h ma n n e r as Ci t y de e m s ne c e s s a r y or co n v e n i e n t . Th e Ci t y re s e r v e s th e ex c l u s i v e ri g h t to co n t r o l al l ea s e m e n t s an d in s t a l l a t i o n s . In th e ev e n t th e La n d s c a p e Dr a i n sh o u l d in t e r f e r e wi t h an y fu t u r e us e of th e Ci t y ’ s ri g h t s — o f — w a y by th e Ci t y , th e Li c e n s e e sh a l l , up o n re q u e s t an d at it s so l e ex p e n s e , re l o c a t e , re a r r a n g e , or re m o v e it s in s t a l l a t i o n s so as no t to in t e r f e r e wi t h an y su c h us e . 5. An y re p a i r or re p l a c e m e n t of an y Ci t y in s t a l l a t i o n ma d e ne c e s s a r y , in th e re a s o n a b l e op i n i o n of th e Ci t y ’ s Di r e c t o r of Ut i l i t i e s or De s i g n e e be c a u s e of th e co n s t r u c t i o n of th e Li c e n s e e ’ s co n d u i t or ot h e r ap p u r t e n a n t in s t a l l a t i o n th e r e o f , sh a l l be ma d e at th e so l e ex p e n s e of th e Li c e n s e e . 6. Th e st i p u l a t i o n s an d co n d i t i o n s of th i s Li c e n s e sh a l l be in c o r p o r a t e d in t o co n t r a c t sp e c i f i c a t i o n s if th e co n s t r u c t i o n he r e i n au t h o r i z e d is to be do n e on a co n t r a c t ba s i s . 7. Th e ri g h t s an d pr i v i l e g e s gr a n t e d in th i s Li c e n s e sh a l l be su b j e c t to pr i o r ag r e e m e n t s , li c e n s e s an d / o r gr a n t s , re c o r d e d or un r e c o r d e d , ap p l i c a b l e to th e pa r c e l de s c r i b e d in Ex h i b i t A, an d it sh a l l be Li c e n s e e ’ s so l e re s p o n s i b i l i t y to de t e r m i n e th e ex i s t e n c e of sa i d do c u m e n t s or co n f l i c t i n g us e s or in s t a l l a t i o n s . 8. Li c e n s e e sh a l l co n t a c t an d fu l l y co o p e r a t e wi t h Ci t y ’ s pe r s o n n e l , an d th e co n s t r u c t i o n sh a l l be co m p l e t e d wi t h o u t in t e r f e r e n c e wi t h an y la w f u l , us u a l or or d i n a r y ?o w of wa t e r th r o u g h Mc L e l l a n Dr a i n Li n e . 9. Al l tr e n c h e s or ho l e s wi t h i n Ci t y ’ s ri g h t s — o f — w a y di s t u r b e d by Li c e n s e e sh a l l be ba c k f i l l e d an d ta m p e d to th e or i g i n a l gr o u n d li n e in la y e r s no t to ex c e e d si x (6 ) in c h e s lo o s e me a s u r e to a co m p a c t i o n of ni n e t y pe r c e n t (9 0 % ) St a n d a r d Pr o c t o r Ma x i m u m De n s i t y . 10 . Li c e n s e e sh a l l ma i n t a i n a mi n i m u m of 2 fe e t ve r t i c a l cl e a r a n c e to th e Mc L e l l a n Dr a i n Li n e pi p e . An y bo r e pi t ex c a v a t i o n sh a l l ma i n t a i n a mi n i m u m of 10 fe e t ho r i z o n t a l cl e a r a n c e fr o m th e Mc L e l l a n Dr a i n Li n e . 11 . Ex c e p t to th e ex t e n t ca u s e d by th e gr o s s ne g l i g e n c e or wi l l f u l mi s c o n d u c t of th e Ci t y , Li c e n s e e sh a l l in d e m n i f y an d sa v e ha r m l e s s th e Ci t y , it s of f i c e r s an d em p l o y e e s , ag a i n s t an y an d al l cl a i m s , da m a g e s , ac t i o n s or ca u s e s of ac t i o n an d ex p e n s e s to wh i c h it or th e y ma y be su b j e c t e d to th e ex t e n t ar i s i n g fr o m Li c e n s e e ’ s co n s t r u c t i o n an d ma i n t e n a n c e of th e La n d s c a p e Dr a i n be i n g wi t h i n an d ac r o s s an d un d e r th e pr e m i s e s of sa i d in s t a l l a t i o n . 12 . It is ex p r e s s l y ag r e e d th a t in ca s e of Li c e n s e e ’ s br e a c h of an y of th e wi t h i n pr o m i s e s , if no t cu r e d wi t h i n 30 da y s af t e r Li c e n s e e ' s re c e i p t of wr i t t e n no t i c e of su c h Page 538 of 972 br e a c h , Ci t y ma y , at it s op t i o n , ha v e sp e c i ? c pe r f o r m a n c e th e r e o f , or su e fo r da m a g e s re s u l t i n g fr o m su c h br e a c h . 13 . Up o n ab a n d o n m e n t of an y ri g h t or pr i v i l e g e he r e i n gr a n t e d , th e ri g h t of Li c e n s e e to th a t ex t e n t sh a l l te r m i n a t e , bu t it s ob l i g a t i o n to in d e m n i f y an d ho l d ha r m l e s s Ci t y , it s of f i c e r s an d em p l o y e e s , sh a l l no t te r m i n a t e . 14 . Th i s Li c e n s e is ma d e un d e r an d co n f o r m a b l e to th e pr o v i s i o n s of Se c t i o n 4— 1 — 3 — 4 of En g l e w o o d Mu n i c i p a l Co d e , wh i c h pr o v i d e s st a n d a r d co n t r a c t pr o v i s i o n s fo r al l co n t r a c t u a l ag r e e m e n t s wi t h th e Ci t y . In s o f a r as ap p l i c a b l e , th e pr o v i s i o n s of EM C Se c t i o n 4— 1 — 3 — 4 ar e in c o r p o r a t e d he r e i n an d ma d e a pa r t he r e o f by th i s re f e r e n c e an d sh a l l su p e r s e d e an y ap p a r e n t l y co n ? i c t i n g pr o v i s i o n ot h e r w i s e co n t a i n e d in th i s Ag r e e m e n t . 15 . In gr a n t i n g th e ab o v e au t h o r i z a t i o n , Ci t y re s e r v e s th e ri g h t to ma k e fu l l us e of th e pr o p e r t y in v o l v e d as ma y be ne c e s s a r y or co n v e n i e n t in th e op e r a t i o n of th e wa t e r wo r k s pl a n t an d sy s t e m un d e r co n t r o l of Ci t y . IN WI T N E S S WH E R E O F th i s in s t r u m e n t ha s be e n ex e c u t e d by th e pa r t i e s as of th e da y an d ye a r ?r s t ab o v e wr i t t e n by th e si g n a t u r e s of th e i r au t h o r i z e d re p r e s e n t a t i v e s be l o w . CI T Y OF EN G L E W O O D , CO L O R A D O By : Ot h o n i e l Si e r r a , Ma y o r AT T E S T : St e p h a n i e Ca r l i l e , Ci t y Cl e r k Page 539 of 972 ‘ xv..EEcu32 33:;hicz E:_Z3 \VJ\‘VMESwmWye?S .3QQnq:\,i(,Emun?x,3i3.in?uwm ._3>2»:XV)mi:2:5.2—.uuwnogozvin1:3:55:2m.23...:2: A$252?£3134552:8 .$A‘ ?\\\.;\\\_<\_é5/‘n5.Sm ,Nu:\3NM\Nu5:22 \§Q2.»..é?i:\_,.:.\ .1‘013_ZS$Z<M; wrsz—U?— .32. a:j... Page 540 of 972 EX H I B I T A LE G A L DE S C R I P T I O N A ST R I P OF LA N D . FO R AN UN D E R D R A I N CR O S S I N G , SI T U A T E D IN TH E NO R T H W E S T Q U A R T E R OF TH E SO U T H W E S T QU A R T E R OF SE C T I O N 32 , TO W N S H I P 5 SO U T H . RA N G E 68 WE S T. OF TH E SI X T H PR I N C I P A L ME R I D I A N . CI T Y OF LI T — I ' L E T O N . CO U N T Y OF AR A P A H O E , OF CO L O R A D O . BE I N G MO R E PA R T I C U L A R L Y DE S C R I B E D AS FO L L O W S ‘ CO M M E N C I N G AT TH E NO R T H QU A R T E R CO R N E R OF SA I D SE C T I O N 32 , BE I N G MO N UM E N TE D BY A FO U N D 3- 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D TS S RG S W 1/ 4 S2 9 / S 3 2 20 0 0PL S 13 1 5 5 . IN A RA N G E BO X . FR O M WH I C H TH E NO R T H W E S T CO R N E R OF SA I D SE C T I O N 32 ,BE I N G MO N U M E N T E D BY A FO U N D 37 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D CO L O DE PTOF TR A N S P O R T A T I O N T5 8 RG B W S3 0 / S Z S I S S 1 / S S Z PL S 25 3 8 4 , BE A R S SO U T H 89 “ 2 9 ‘ 2 7 " WE ST , A DI S T A N C E OF 28 2 8 . 1 4 FE E T . WI T H AL L BE A R I N G S CO N T A I N E D HE R E I N BE I N G R E L A TI V E TH E R E T O ; TH E N C E SO U T H 28 ° 0 5 ' 1 9 " WE S T . A DI S T A N C E OF 31 3 5 82 FE E T , TO TH E NO R T H E R L Y LI N EOFA PR O P O S E D CI T Y OF EN G L E W O O D EA S E M E N T . AN D TH E PO I N T OF BE G I N N I N G ; TH E N C E OV E R . UN D E R . AN D AC R O S S , SA I D EA S E M E N T , SO U T H 17 ‘ 0 6 ' 2 5 " WE S T , A DI S TA NC E OF 22 . 2 4 FE E T . TO TH E SO U T H E R L Y LI N E OF SA I D EA S E M E N T . AN D TH E PO I N T OF TE R M I N US . TH E LI N E A L UN I T US E D IN TH E PR E P A R A T I O N OF TH I S LE G A L DE S C R I P T I O N IS TH E U. S. SU R VE Y FO O T AS DE F I N E D BY TH E UN I T E D ST A T E S DE P A R T M E N T OF CO M M E R C E , NA T I O N A L I OF ST A N D A R D S AN D TE C H N O L O G Y I I. JE A N P. HA L P I N , A SU R V E Y O R LI C E N S E D IN TH E ST A T E OF CO L O R A D O , DO HE R E B Y CE R TI F Y TH A T TH E AB O V E LE G A L DE S C R I P T I O N AN D AT T A C H E D EX H I B I T WE R E PR E P A R E D B YME OR UN D E R MY DI R E C T SU P E R V I S I O N AN D CH E C K I N G . JE A N P. HA L P I N . PL S 35 4 7 4 FO R AN D ON BE H A L F OF WE S T W O O D PR O F E S S I O N A L SE R V I C E S . IN C I 10 3 3 3 E. DR Y CR E E K RO A D . SU I T E 40 0 EN G L E W O O D . CO 80 1 12 N: \ P r o j e c t s \ 3 0 3 2 5 6 0 1 Sa n t a Fe Pa r k \ C A D \ S u r v e y \ L e g a l s \ L i c e n s e Ag r e e m e n t s \ $ u b m l u a l 5— 2 6 - 2 0 2 4 \ s a m a Fe Pa r k T E A LDR A I N XI N G A JP I - L d u c x Page 541 of 972 EX H I B I T A SH E E T 1 O F 2 , NW CO R N E R , SE Q 32 po m 0F CO M ME N C EM E N T E FO U N D 3- 1 / 4 " AL U M I CA P ST A M P E D N. 1/ 4 CO R NE R SE C . 32 3 co m ne w or TR A N S F O R T A T m N (B A S I S or BE A R I N G S ) FO U N D 2. 1 / 4 " AL U M . ST A M P -E é T5 3 . RS B W S3 0 I S Z Q I S 3 1 / S 3 2 N L| N E I NW 1/ 4 , SE C T I O N 32 T5 5 RS S W 1/ 4 52 9 / 8 8 2 20 0 0 F' L S 13 1 5 '\ g PL S 25 3 8 4 SE S “ 2 9 ' 2 7 " W 26 2 6 . 1 4 ' I RA NG EBO X /> \ ’ 1 z 22 - D. U . E . ©\ RE C . N O . 23 0 1 9 0 1 4 / \ \ \ \ / \\ \ \ / \ \ / NW 1 I 4 . OI = / sw 1 / 4 \\ / se c . 32 \ / \ \ \ / \ \ RE C NO E 51 5 0 1 4 \ \ \ PO I N T OF ra s e m u m s PR O P O S E D \ EN G L E W O O D DR A I N LI N E EA S E M E N T s1 7‘ 0 6 ' 2 5 w 22 24 ' a" UN D E R D R A I N C R O SS IN G ST A T I O N : 25 4 - 5 1 3 4 ,. E L E V A T I N T. O . P . 53 6 7 . 0 1 PO I N T OF ; ‘_ TE R M I N U S 3 0+ 2 2 . 4 I! - i mm z m z s w Sa m I: vm u u s u m w w m s m m m m w m mz m w m s mx - u m s m i ? u a n - m e Iz w m / / / I_ < E Y Iy I A P _ an “ : I ”c a n so 25 0 50 OW N E R : TE AN G E L I N E , LL C :5 : .. . 1 14 0 VI R G I N I A DR . SC A L E , 1 50 FO R T WA S H I N G T O N . PA 19 0 3 4 mi ! Il l u s l r u ? n n do e s no « re p r e s e m a ma n u m c n l u d su r v e y u .s in t e n d c d on l y «a de p i c t (h e ma s h e d le g a l de s c r i p t i o n . 3" UN D E R D R A I N CR O S S I N G NW 1, 4 , SW m SE C . 32 , T5 3 , Rs a w . am PM . We s t w o o d CI T Y OF LI T T L E T O N AR A P A H O E CO U N T Y . CO L O R A D O “3 3 3 E“V§5 f § : : o % We s l w o o d p s co m EN G L EW O O D.ca30 1 1 2 SC A L E : 1“ =5 0 ' I BY : AT M | CK ' D : JP H | DA T E : 8/ 2 7 / 2 0 2 4 Wo s l w u u d Pr o f e s s i o n a l S e r v i c e s l n c YE L : 7 Z D . 4 B Z . SS Z E Page 542 of 972 EX H I B I T A SH E E T z o n 53 8 0 53 8 0 / PR O P O S E D GR AD E @ PI P E CE N T E R L IN E a" PV C u ND E R D R A I N EX I S T I N G GR O U N D @ 7 ’ PI P E CE N T E R L I N E 30 “ EN G L E W O O D DR A I N L I N E 53 7 0 CR O S S I N G 30 " EN G L E W O O D DR A I N L I N E ST A . 26 + 5 1 . 6 5 8” LA N D S C A P E DR A I N B. O . P . = 53 7 2 . 8 1 30 " EN G L E W O O D DR A I N L I N E T. O . P . = 5 3 6 7 . 0 2 5 CL E A R A N C E = 5 . 7 8 / 34 . 3 7 LP 30 " HD F ' E @ 0, 4 9 % OW N E D AN D MA I N T A I N E D BY EN G L E W O O D 53 7 0 35 . 2 LP 30 " HD PE@0. 4 9 % OW N E D MA I N T AI N E D BY EN G L E W OO D 32 1 3 LF 30 " HD P E @0. 4 9 % OW N E D AN D M AI N TA IN E D BY EN G L E W O O D Z‘ G l e L D Q TO 27 + O D . U O 50 ' M' m m v s u m s e m s a w F E w w m m u s w c m s s I s r e a m w a w m m z m w m m k u c m s z w w w w v m m u u m m m m w w n mm OW N E R . 5” 35 ° 5° TB AN G L E I N E , LL C 2 I: 1 14 0 VI R G I N I A DR . SC A L E : 1 = 50 ' FO R T WA H S H I N G T O N , PA 1 50 3 4 Th i s iI I u s k r n k m n du e s no t re p r e s e n t a ma n u m e n l e d su r v e y . n is in t e n d e d om y lo nc p m th e qu a s h e d le g a l da m n - p u n " . 8" UN D E R D R A I N CR O S S I N G NW 1/ 4 , SW 1/ 4 SE C . 32 , T5 3 , RS B W , 6T H P. M . We s t m d CI T Y OF LI T T L E T O N 10 3 3 5 EDR V CR Z E K RD . AR A P A H O E CO U N D I ' Y I CO L O R A D O SU I T E A D U We s m a d p m m mm wo oo ,Co50 1 1 2 SC A L E : 1~ 50 ' | By ; AT M | cm . JP H I DA T E ; 3/ 2 7 / 2 u 2 4 Wm . . . “ ”9 . 2 . 5 . 9 . . . . 52 m m . .m . TE L : 7 2 0 . 4 3 2 . 95 2 6 Page 543 of 972 CI T Y OF ng l e w o o d PR O C U R E M E N T DI V I S I O N MC L E L L A N DR A l N LI N E TE M P O R A R Y CO N S T R U C T l O N EA s ME N T (S a n t a Fe Pa r k De v e l o p m e n t , Cr o s s i n g #2 0 e 8” La n d s c a p e Dr a i n ) Th i s Mc l l c l l a n Dr a i n Li n c Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t (" T e m p o r a r y Ea s em e nt " ) is en t e r e d in t o th i s da y of , 20 2 7 , by an d be t w e e n th e Ci t y of En g l e w n o d , Co l o r a d o , a mu n i c i p a l co r p o r a t i o n or th e St a t e of Co l o ad o (" G l ' a n t o l ' " ) , an d TB AN G E L I N E LL C , a De l a w a r e li m i t e d li a b i l i t y co m p a n y (" G r a n t e e " ) . Th e s e en t i t i e s ma y be in d i v i d u a l l y re f e r r e d to as th e “P a r t y " or co l l e c t i v e l y re r e r r e d to as th e “P a r l i e s ” WH E R E A S , th e Ci t y of En g l e w o o d ow n s a 1( i g h t — o f — W a y Fo r th e Mc L e l l a n Dr ai n Li n e , a re s e r v dr a i n li n e wh i c h is lo c a t e d as de s c r i b e d in Ex h i b i t A, at t a c h e d he r e t o . WH E I { E A S , th e Gr a n t e e de s i r e s to in s t a l l a 8” [a n d pe dr a i n (“ L a n d ap e in ” ) by un d e r g r o u n d bo r e be l o w an d ac r o s s th e Mc h l l a n Dr a i n Li n c ri g h t — o f — w a y , pu r s u a n t ali c e n s e be t w e e n th e Pa r t i e s . NO W TH E R E F O R E , in co n s i d e r a t i o n of th e n' l u t l l a l co v e n a n t s of th e Pa r ti e s , rn o r e pa r t i c u l a r l y he r e i n a f t e r se t fo r t h , th e ad e q u a c y an d su f ? c i e n c y of w h i c h ar e he r e b y ac k n o wl e d g ed , it is ag r e e d as fo l l o w s : ll Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t , En g l c w o o d , as Gr a n t o r , he r e b y gr a nt s to Gr a n t e e , it s su c c e s s o r s , as s i g n s , co n t r a c t o r s , an d su b — c o n t r a c t o r s , a no n e x c l u s i v e te m p or ar y co n s t r u c t i o n ea s e m e n t th r o u g h , ov e r , un d e r an d ac r o s s th e Mc L e l l a n Dr a i n Li n e Ri g h t — of _ W a y fo r th e in s t a l l a t i o n , re p a i r or re p l a c e m e n t of Gr a n t e e ’ s La n d s c a p e Dr a i n pu r s u a n t to aLi c e n se Ag r e e m e n t (t h e “I ’ l ‘ o j e c t ” ) . 2. Te n n of Ea s e l n e n t . Th e Pr o j e c t wi l l be g i n no so o n e r th a n 1/ 0 2 / 2 0 2 5 wi l l be cu l n p l e t e d no la t e r th a n 09 / 0 2 / 2 0 2 5 (o r wi t h i n ei g h t (8 ) ln o r l t h s ) oF t h i s ea s e l n e n t ag l e e n — le n t be i n g ex e c u t e d . Co m p l e t i o n oi th e Pr o j e c t wi l l be de e m e d to ha v e oc c u r r e d up o n th e in s p e ct i o n an d ap p r o v a l of th e Pr o j e c t by Gr a n t o r an d th i s ’l ‘ e l ‘ n p o r a r y Ea s e l n e n t wi l l be de e m e d toha v e te r m i n a t e d up o n su c h co m p l e t i o n 3, Ac c e s s Gr a n t e e sh a l l ha v e th e te m p o r a r y no n — e x c l u s i v e ri g h t to en t e r th e M ch ll a n Dr a i n Li n e Ri g h t — o f — W a y fo r an y re a s o n a b l e pu r p o s e ne c e s s a r y or pr u d e n t fo r th e co n s t r uc t i o n of th e Pr o j e c t su b j e c t to th e fo l l o w i n g re s t r i c t i o n s : I) no r m a l wo r k i n g ho u r s sh a l l be co n s i st e n t wi t h Co l o r a d o De p a r t m e n t of Tr a n s p o r t a t i o n or Ci t y of En g l c w o o d co n s t r u c t i o n ho u r s , Mo n da y th r o u g h Fr i d a y an d 2) th e op e r a t i o n of eq u i p m e n t an d he a v y tr u c k s wi l l be pe r m i t t e d on th e En g l e w o o d Mc h l l a n Dr a i n Li n c Ri g h t - o f — W a y on l y du r i n g no r m a l wo r k i n g ho u r s 4, Re s t o r a t i o n . Up o n th e co m p l e t i o n of th e Pr o j e c t , Gr a n t e e wi l l pe r f or m su c h re s t o r a t i o n an d re g r a d i n g as is ne c e s s a r y or pr u d e n t to re s t o r e th e su r f a c e ar e a of th e M cL el l an Dr a i n Li n e Ri g h t — o r — W a y to it s or i g i n a l co n d i t i o n im m e d i a t e l y pr e c e d i n g Gr a n t e e ' s co ns tr uc ti o n, re a s o n a b l e we a r an d te a r ex c e p t e d , Page 544 of 972 5. In d e m n i ? c a t i o n . Ex c e p t to th e ex t e n t ar i s i n g fr o m th e gr o s s ne g l i g e n c e or wi l l f u l mi s c o n d u c t of Gr a n t o r , it s em p l o y e e s , te n a n t s , or gu e s t s , Gr a n t e e , to th e ex t e n t pe r m i t t e d by th e la w s an d co n s t i t u t i o n of th e St a t e of Co l o r a d o , he r e b y ag r e e s to in d e m n i f y an d ho l d ha r m l e s s th e Ci t y of En g l e w o o d , it s em p l o y e e s , te n a n t s , an d gu e s t s fr o m an y an d al l th i r d pa r t y cl a i m s , ca u s e s of ac t i o n , an d li a b i l i t y wh i c h ma y oc c u r to th e ex t e n t ar i s i n g fr o m th e ne g l i g e n t or wr o n g f u l ac t s of Gr a n t e e in th e co n s t r u c t i o n of th e Pr o j e c t , in c l u d i n g th e co s t of de f e n d i n g su c h cl a i m s . 6. Li a b i l i t y . Gr a n t e e he r e b y ac k n o w l e d g e s th a t it un d e r s t a n d s th a t th e r e is wa t e r ?o w in th e Mc L e l l a n Dr a i n Li n e an d th a t it wi l l as s u m e li a b i l i t y fo r an y da m a g e to ad j o i n i n g pr o p e r t y ca u s e d by wa t e r fl o w re s u l t i n g fr o m da m a g e to th e Mc L e l l a n Dr a i n Li n e ca u s e d by th e Gr a n t e e ' s co n s t r u c t i o n ac t i v i t i e s . 7. In s u r a n c e . Gr a n t e e sh a l l ma i n t a i n in fu l l fo r c e an d ef f e c t a va l i d po l i c y of in s u r a n c e fo r th e Pr o j e c t in th e am o u n t of $1 , 0 0 0 , 0 0 0 . 0 0 pr o p e r t y co v e r a g e an d $1 , 0 0 0 , 0 0 0 . 0 0 li a b i l i t y co v e r a g e . Gr a n t e e fu r t h e r ag r e e s th a t al l it s em p l o y e e s , co n t r a c t o r s , an d su b - c o n t r a c t o r s wo r k i n g on th e Pr o j e c t sh a l l be co v e r e d by ad e q u a t e Wo r k e r s Co m p e n s a t i o n In s u r a n c e . 8. As s i g n m e n t . Th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t is as s i g n a b l e on l y wi t h th e wr i t t e n pe r m i s s i o n of th e Ci t y of En g l e w o o d , wh i c h pe r m i s s i o n wi l l no t be un r e a s o n a b l y wi t h h e l d , co n d i t i o n e d or de l a y e d . 9. Th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t is ma d e un d e r an d co n f o r m a b l e to th e pr o v i s i o n s of Se c t i o n 4- 1 — 3 — 4 of En g l e w o o d Mu n i c i p a l Co d e , wh i c h pr o v i d e s st a n d a r d co n t r a c t pr o v i s i o n s fo r al l co n t r a c t u a l ag r e e m e n t s wi t h Gr a n t o r . In s o f a r as ap p l i c a b l e , th e pr o v i s i o n s of EM C Se c t i o n 4- 1 — 3 — 4 ar e in c o r p o r a t e d he r e i n an d ma d e a pa r t he r e o f by th i s re f e r e n c e an d sh a l l su p e r s e d e an y ap p a r e n t l y co n ? i c t i n g pr o v i s i o n ot h e r w i s e co n t a i n e d in th i s Ag r e e m e n t . 10 . In gr a n t i n g th e ab o v e au t h o r i z a t i o n , En g l e w o o d re s e r v e s th e ri g h t to ma k e fu l l us e of th e pr o p e l t y in v o l v e d as ma y be ne c e s s a r y or co n v e n i e n t in th e op e r a t i o n of th e wa t e r wo r k s pl a n t an d sy s t e m un d e r th e co n t r o l of En g l e w o o d . IN WI T N E S S WH E R E O F , th e Pa r t i e s he r e t o ha v e ex e c u t e d th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t on th e da y an d ye a r fi r s t wr i t t e n ab o v e . CI T Y OF EN G L E W O O D , CO L O R A D O By : Ot h o n i e l Si e r r a , Ma y o r St e p h a n i e Ca r l i l e , Ci t y Cl e r k Page 545 of 972 \:2».52I1x2;_ \i»xasl§_\;\$\\<\CEC “Y.,:\Q,T...\_\;\Ti>9‘}:”mm_u< ;UA\i,\2:2w3> c..A— 2.392M _ ,33:5 Page 546 of 972 EX H I B I T A LE G A L DE S C R I P T I O N A ST R I P OF LA N D . FO R AN UN D E R D R A I N CR O S S I N G , SI T U A T E D IN TH E NO R T H W E S T Q U A R T E R OF TH E SO U T H W E S T QU A R T E R OF SE C T I O N 32 , TO W N S H I P 5 SO U T H . RA N G E 68 WE S T. OF TH E SI X T H PR I N C I P A L ME R I D I A N , CI T Y OF LI T T L E T O N . CO U N T Y OF AR A P A H O E , OF CO L O R A D O . BE I N G MO R E PA R T I C U L A R L Y DE S C R I B E D AS FO L L O W S ' CO M M E N C I N G AT TH E NO R T H QU A R T E R CO R N E R OF SA I D SE C T I O N 32 . BE I N G MO N UM E NT E D BY A FO U N D 3- 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D TS S RS B W 1/ 4 52 9 / 8 3 2 20 0 0PL S 13 1 5 5 . IN A RA N G E BO X . FR O M WH I C H TH E NO R T H W E S T CO R N E R OF SA I D SE C T I O N 32 ,BE I N G MO N U M E N T E D BY A FO U N D 3» ‘ I / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D CO L O DE PTOF TR A N S P O R T A T I O N T5 S RS B W S3 0 I 8 2 9 / S 3 ‘ I / 8 3 2 PL S 25 3 8 4 , BE A R S SO U T H 89 ° 2 9 ' 2 7 “ WE ST , A DI S T A N C E OF 26 2 6 . 1 4 FE E T . WI T H AL L BE A R I N G S CO N T A I N E D HE R E I N BE I N G R E L A TI V E TH E R E T O ; TH E N C E SO U T H 28 ° 0 5 ' 1 9 " WE S T , A DI S T A N C E OF 31 3 5 . 8 2 FE E T , TO TH E NO R T H E R L Y LI N EOFA PR O P O S E D CI T Y OF EN G L E W O O D EA S E M E N T . AN D TH E PO I N T OF BE G I N N I N G : TH E N C E OV E R . UN D E R . AN D AC R O S S . SA I D EA S E M E N T , SO U T H 17 ’ 0 6 ' 2 5 " WE S T , A DI S TA NC E OF 22 . 2 4 FE E T . TO TH E SO U T H E R L Y LI N E OF SA I D EA S E M E N T . AN D TH E PO I N T OF TE R M I N U S , TH E LI N E A L UN I T US E D IN TH E PR E P A R A T I O N OF TH I S LE G A L DE S C R I P T I O N IS TH E U SU R VE Y FO O T AS DE F I N E D BY TH E UN I T E D ST A T E S DE P A R T M E N T OF CO M M E R C E , NA T I O N A L I OF ST A N D A R D S AN D TE C H N O L O G Y . I. JE A N P. HA L P I N . A SU R V E Y O R LI C E N S E D IN TH E ST A T E OF CO L O R A D O . DO HE R E B Y CE RT I FY TH A T TH E AB O V E LE G A L DE S C R I P T I O N AN D AT T A C H E D EX H I B I T WE R E PR E P A R E D B YME OR UN D E R MY DI R E C T SU P E R V I S I O N AN D CH E C K I N G . JE A N F' . HA L P I N , PL S 33 4 7 4 FO R AN D ON BE H A L F OF WE S T W O O D PR O F E S S I O N A L SE R V I C E S . IN C , 10 3 3 3 E. DR Y CR E E K RO A D . SU I T E 40 0 EN G L E W O O D . CO 80 1 12 N \P r u j e c i s \ 3 0 3 2 5 6 0 1 sa m e Fe Pa t k \ C A D \ S u r v e y \ L e g a l s \ L I c e n S e A. r e e m e n l s \ s u b m i l l a l 57 2 6 7 2 0 2 4 \ S a n t a Fe Pa r k -T E A LDR A I N XI N G A Jp H n o c x Page 547 of 972 EX H I B I T A SH E E T 1 O F 2 NW CO R N E R , SE C . 32 PO I N T OF co M M E Nc E M E NT FO U N D 3» 1 I 4 " A L U M . C A P ST A M P E D N. 1/ 4 CO R NE R SE C . 32 co L O DE P T or TR A N S P O R T A T I O N (B A S I S oF BE A R I N G S ) FO U N D 34 1 / 4 " A L | J M . ST A M F ' E Ts s . Rs s w SG O / S Z S / S B H S S Z N. LI N E . NW 1/ 4 . sE c T I O N 32 T5 5 RS B W 1/ 4 52 9 / 3 3 2 20 0 0 F' L S 13 1 54\ PL S 25 3 5 4 SB S ' 2 9 ‘ 2 7 " W 26 2 6 . 1 4 ' | RA NG Eao x / \K §> < (< 7 3& 0 » : - 9/ 5 ”2 . 3 8 0 ! / ’ .3 9 4 2 » .9 . / Q y . 22 ' D. U . E . / £7 . 5 2 " . b§ \ RE C . N O . 53 0 1 9 0 1 4 / /“ ¢ \ / \ / \ \ / \ \\ \ / / Nw 1 / 4 , OF / sw 1 / 4 \\ \ SE C . 32 / / \. \ \\ PO I N T OF [B E G I N N I N G I 01 0 0 PR O P O S E D , .7 77 7 LV L T 7' 1 >7 7 EN G L E W O O D DR A | N LI N E S1 7 ' 0 6 ' 2 5 ' W 7 EA S E M E N T 2. 2 4 - a" UN D E R D R A I N C R O S SI N G ST A T I O N : 25 1 5 1 . 9 4 . EL E V A T I O N T. O , F ' . 53 5 7 . 0 1 PO I N T or TE R M I N u S "* 4 0- 1 - 2 2 2 4 9‘ KE Y Iy I A P ‘ SC A L E I .m n u 50 25 0 5° OW N E R : E TB AN G E L I N E . LL C SC A L E 1 - 1 14 0 VI R G I N I A DR . FO R T WA S H I N G T O N . PA 19 0 3 4 I us l r a h o n do e s "m re p m s e m a mu n u m e n l e d su r v e y . II .s in t e n d e d on ‘ y in de n i a l th e ul t n c h e d In g o l dc s c r i p h o n . a" UN D E R D R A I N CR O S S I N G W 1/ 4 . w m SE C . 32 , T5 8 , Rs s w . am PM . We s t w o o c l C' T Y OF L' T T L E T O N 10 3 3 3 :nk v CR E E K RD . AR A P A H O E CO U N T Y . CO L O R A D O su n s 40 0 We s z w u o d p s m o m ms m wo o u,co 50 1 1 2 SC A L E : 1 50 - | av : AT M I CK ‘ D : JF ‘ H [ DA T E : 5/ 2 7 / 2 0 2 4 We s l w a u d Pv u l e s s i c n a l s e r w l c a s . I n c . TE L : 72 0 . 4 3 2 . 9 5 2 5 Page 548 of 972 EX H I B I T A 53 8 0 SH E E T 2OF 2 53 8 0 - PR O P O S E D GR AD E @ PI P E CE N T E R L I NE c UN D E R D R A I N EX I S T I N G GR O U N D @ PI P E CE N T E R L I N E 30 " EN G L E W O O D DR A I N L I N E CR O S S I N G 53 7 ° 53 7 0 30 " EN G L E W O O D DR A I N L I N E ST A . 25 + 5 1 . 6 5 35 . 2 LP 30 " HD PE@0. 4 9 % 8" LA N D S C A P E DR A I N B. O . P . = 53 7 2 . 8 1 OW N E D MA I N T AI N E D 30 " EN G L E W O O D DR A I N L I N E BY EN G L E W OO D T. O . P . = 5 3 6 7 . 0 2 5 PR O F I L E : 30 IN C H DR A I N LI N E ST A 50 ‘ HO R I Z O N T A VE R T I C A L : 1 1. wa m z ‘ a m su m r z p w m v m m m s u m w a m m m m a m m w m W- UC E N S E A B V E F J A E M ‘ I -A ~ I H A L J W D I W N U N E H W G , W M um : OW N E R TB AN G L E I N E , LL C 1 14 0 VI R G I N I A DR . FO R T WA H S H I N G T O N , PA 19 0 3 4 rm s Il l u s t r a l i c n du e s n0 ! re p r e s e n t a ma n u m c n l e d su r v e y . u Is in t e n d e d on l y to ae p m me at t a c h c d Ie g m de s c r i p l m n r / CL E A R A N C E = 5 . 7 8 34 3 7 LP 30 " HD P E 0, 4 9 % .. a OW N E D AN D MA l l g F A I N E D \‘ 32 - 1 3 LP 30 HD P E @0. 4 9 5 av EN G L E W O O D OW N E D AN D M AI N TA IN E D BY EN G L E W O O D 53 6 9 _ M m ‘7 £3 3 0 E, (q .Q .0 IQ éé gg §§ 26 + 0 0 27 + u o : 26 + 0 0 . 0 0 To 27 + 0 0 . 0 Q 8" UN D E R D R A I N CR O S S I N G NW 1/ 4 . SW 1/ 4 SE C . 32 , T5 8 . R6 8 W , 6T H P. M . CI T Y OF LI T T L E T O N AR A P A H O E CO U N T Y , CO L O R A D O \n l e u = t \n m c > < > c i ms a a EDR V CR E E K no . su n : AO C I SC A L E ; 1- ~ = 5 o ' | av : AT M | CK ' D : JP H | DA T E » 8/ 2 7 / 2 0 2 4 We s l w u o d v s . cu m We s l w o o d Pl o l e s s i o n a l Sa r v l c e s , 1n : EN GL EW CO D,co 30 1 1 2 TE L : 7z o . a s z . a s z s Page 549 of 972 CI T Y or ng l e w o o d PR O C U R E M E N T DI V I S I O N MC L E L L A N DR A I N LI N E CR O S S I N G AN D LI C E N S E AG R E E M E Pa r k De v e l o p m e n t , Cr o s s i n g #2 1 — 8” Sa n i t a r y Li n c ) ’1 ‘ (Sa nt a Fe TH I S LI C E N S E AG R E E M E N T , (" L i c e n s e " ) ma d e an d en t e r e d in t o as th e by an d be t w e e n th e CI T Y OF EN G L E W O O D , a mu n i c i p a l Co r p o r a t i o n of Co l o r a d o , he r e i n a f t e r re f e r r e d to as “E n g l c w o o d ” or “C i t y ” , an d T B AN G E L I N E LL C , a De l a w a r e li m i t e d li a b i l i t y co m p a n y , he r e i n a f t e r re f e r r e d to “L i c e n s e e . ” WI T N E S S E T H Th e Ci t y , wi t h o u t an y wa r r a n t y of it s ti t l e or in t e r e s t wh a t s o e v e r , he r e b y au t h o r i z e s Li c e n s e e , it s su c c e s s o r or as s i g n s , to in s t a l l a x" sa n i t a r y li n e in an un d e r g r o u n d ho r e be l o w an d ac r o s s th e Ci t y ’ s ri g h t — o f - w a y Fo r th e Mc L e l l a n Dr a i n Li n e , de s c r i b e d as a pa r c e l of la n d si t u a t e d in NW 1 / 4 , sw 1 / 4 of S3 2 7 'r s s 7 R6 8 W 6‘ “ P.M . Ci t y of L i t t h t o n , Co u n t y of Ar a p a h o e , St a t e of Co l o r a d o de s c r i b e d as fo l l o w s : De s c r i b e d in Ex h i b i t A, at t a c h e d he r e t o . Th e ab o v e — d e s c r i b e d pa r c e l co n t a i n s 16 0 Sq u a r e fe e t , mo r e or lo s s . 1. An y co n s t r u c t i o n co n t e m p l a t e d or pe r f o r m e d un d e r th i s Li c e n s e sh a l l co m pl y wi t h an d co n f o r m to st a n d a r d s fo r m u l a t e d by th e Di r e c t o r of Ut i l i t i e s of th e Ci t y su c h co n s t r u c t i o n sh a l l he pe r f o r m e d an d co m p l e t e d ac c o r d i n g to th e pl a n s ap p r o v e d th e Ci t y . 2. Li c e n s e e sh a l l no t i f y th e Ci t y ’ s Di r e c t o r of U t i l i t i c S or De s i g n e e at le a s t t (3 ) da y s pr i o r to th e ti m e of co m m e n c e m e n t of th e co n s t r u c t i o n of , or an y re p a i r s ma de to , Li c e n s e e - s 8” sa n i t a r y li n e an d as s o c i a t e d fa c i l i t i e s so th a t th e Ci t y ma y , in it s di s cr e ti o n, in s p e c t su c h op e r a t i o n s . Wi t h th e ex c e p t i o n of an em e r g e n c y re p a i r , wh i c h Li c e n s ee wi l l no t i f y th e Ci t y wi t h i n 48 ho u r s of th e re p a i r wo r k . 3. Wi t h i n th i r t y (3 0 ) da y s fr o m th e da t e of th e co r n r n e n c e n u e n t of co n s t r u c t i o n of sa i d bo r i n g an d in s t a l l a t i o n of th e 8” sa n i t a r y li n e , th e Li c e n s e e sh a l l Co m p l e t e su ch Co n s t r u c t i o n , sh a l l cl e a r th c cr o s s i n g ar e a of al l co n s t r u c t i o n de b r i s an d re s t o r e th e ar e a to it s co n d i t i o n im m e d i a t e l y pr e c e d i n g Li c e n s e e ' s co n s t r u c t i o n s as nc a r l y as ma y be re a s o n a b l e , re a s o n a b l e we a r an d te a r ex c e p t e d . In th e ev e n t th e Cl e a r i n g an d re s t o r at i o n of th e cr o s s i n g ar e a is no t co m p l e t e d wi t h i n th e ti m e sp e c i ? e d , Ci t y ma y co m p l e t e th e wo r k at th e so l e cx p c n s c of L i c e n s e c . 4. Ci t y sh a l l ha v e th e ri g h t to In a i n t a i n , in s t a l l , re p a i r , re m o v e or re l o c a t e th e Mc L e l l a n Dr a i n Li n e or an y ot h e r of it s fa c i l i t i e s or in s t a l l a t i o n s Wi t h i n Ci t y ’ s ri g ht s —of — wa y at an y ti m e an d in su c h ma n n e r as Ci t y de e m s ne c e s s a r y or co n v e n i e n t . Th e C it y re s e r v e s th e ex c l u s i v e ri g h t to Co n t r o l al l ea s e m e n t s an d in s t a l l a t i o n s . In th e ev e n t th e 8" Page 550 of 972 sa n i t a r y li n e sh o u l d in t e r f e r e wi t h an y fu t u r e us e of th e Ci t y ’ s ri g h t s — o f — w a y by th e Ci t y , th e Li c e n s e e sh a l l , up o n re q u e s t an d at it s so l e ex p e n s e , re l o c a t e , re a r r a n g e , or re m o v e it s in s t a l l a t i o n s so as no t to in t e r f e r e wi t h an y su c h us e . 5. An y re p a i r or re p l a c e m e n t of an y Ci t y in s t a l l a t i o n ma d e ne c e s s a r y , in th e re a s o n a b l e op i n i o n of th e Ci t y ’ s Di r e c t o r of Ut i l i t i e s or De s i g n e e be c a u s e of th e co n s t r u c t i o n of th e Li c e n s e e ’ s co n d u i t or ot h e r ap p u r t e n a n t in s t a l l a t i o n th e r e o f , sh a l l be ma d e at th e so l e ex p e n s e of th e Li c e n s e e . 6. Th e st i p u l a t i o n s an d co n d i t i o n s of th i s Li c e n s e sh a l l be in c o r p o r a t e d in t o co n t r a c t sp e c i ? c a t i o n s if th e co n s t r u c t i o n he r e i n au t h o r i z e d is to be do n e on a co n t r a c t ba s i s . 7. Th e ri g h t s an d pr i v i l e g e s gr a n t e d in th i s Li c e n s e sh a l l be su b j e c t to pr i o r ag r e e m e n t s , li c e n s e s an d / o r gr a n t s , re c o r d e d or un r e c o r d e d , ap p l i c a b l e to th e pa r c e l de s c r i b e d in Ex h i b i t A, an d it sh a l l be Li c e n s e e ’ s so l e re s p o n s i b i l i t y to de t e r m i n e th e ex i s t e n c e of sa i d do c u m e n t s or co n ? i c t i n g us e s or in s t a l l a t i o n s . 8. Li c e n s e e sh a l l co n t a c t an d fu l l y co o p e r a t e wi t h Ci t y ’ s pe r s o n n e l , an d th e co n s t r u c t i o n sh a l l be co m p l e t e d wi t h o u t in t e r f e r e n c e wi t h an y la w f u l , us u a l or or d i n a r y ?o w of wa t e r th r o u g h th e Mc L e l l a n Dr a i n Li n e . 9. Al l tr e n c h e s or ho l e s wi t h i n Ci t y ’ s ri g h t s — o f — w a y di s t u r b e d by Li c e n s e e sh a l l be ba c k f i l l e d an d ta m p e d to th e or i g i n a l gr o u n d li n e in la y e r s no t to ex c e e d si x (6 ) in c h e s lo o s e me a s u r e to a co m p a c t i o n of ni n e t y pe r c e n t (9 0 % ) St a n d a r d Pr o c t o r Ma x i m u m De n s i t y . lO . Li c e n s e e sh a l l ma i n t a i n a mi n i m u m of 2 fe e t ve r t i c a l cl e a r a n c e to th e Mc L e l l a n Dr a i n Li n e pi p e . An y bo r e pi t ex c a v a t i o n sh a l l ma i n t a i n a mi n i m u m of 10 fe e t ho r i z o n t a l cl e a r a n c e fr o m th e Mc L e l l a n Dr a i n Li n e . ll . Ex c e p t to th e ex t e n t ca u s e d by th e gr o s s ne g l i g e n c e or wi l l f u l mi s c o n d u c t of th e Ci t y , Li c e n s e e sh a l l in d e m n i f y an d sa v e ha r m l e s s th e Ci t y , it s of ? c e r s an d em p l o y e e s , ag a i n s t an y an d al l cl a i m s , da m a g e s , ac t i o n s or ca u s e s of ac t i o n an d ex p e n s e s to wh i c h it or th e y ma y be su b j e c t e d to th e ex t e n t ar i s i n g fr o m Li c e n s e e ‘ s co n s t r u c t i o n an d ma i n t e n a n c e of th e sa n i t a r y li n e be i n g wi t h i n an d ac r o s s an d un d e r th e pr e m i s e s of th e Ci t y or by re a s o n of an y wo r k do n e or by om i s s i o n ma d e by Li c e n s e e , it s ag e n t s or em p l o y e e s , in co n n e c t i o n wi t h th e co n s t r u c t i o n , re p l a c e m e n t , ma i n t e n a n c e or re p a i r of sa i d in s t a l l a t i o n . pr o m i s e s , if no t cu r e d wi t h i n 30 da y s af t e r Li c e n s e e ' s re c e i p t of wr i t t e n no t i c e of su c h br e a c h , Ci t y ma y , at it s op t i o n , ha v e sp e c i ? c pe r f o r m a n c e th e r e o f , or su e fo r da m a g e s re s u l t i n g fr o m su c h br e a c h . Page 551 of 972 13 . Up o n ab a n d o n m e n t of an y ri g h t or pr i v i l e g e he r e i n gr a n t e d , th e ri g h t of Li c e n s e e to th a t ex t e n t sh a l l te r m i n a t e , bu t it s ob l i g a t i o n to in d e m n i f y an d ho l d ha r m l e s s Ci t y , it s of f i c e r s an d em p l o y e e s , sh a l l no t te r m i n a t e . 14 . Th i s Li c e n s e is ma d e un d e r an d co n f o r m a b l e to th e pr o v i s i o n s of Se c t i o n 4— 1 — 3 — 4 of En g l e w o o d Mu n i c i p a l Co d e , wh i c h pr o v i d e s st a n d a r d co n t r a c t pr o v i s i o n s fo r al l co n t r a c t u a l ag r e e m e n t s wi t h th e Ci t y . In s o f a r as ap p l i c a b l e , th e pr o v i s i o n s of EM C Se c t i o n 4— 1 — 3 — 4 ar e in c o r p o r a t e d he r e i n an d ma d e a pa r t he r e o f by th i s re f e r e n c e an d sh a l l su p e r s e d e an y ap p a r e n t l y co n ? i c t i n g pr o v i s i o n ot h e r w i s e co n t a i n e d in th i s Ag r e e m e n t . pl a n t an d sy s t e m un d e r co n t r o l of Ci t y . IN WI T N E S S WH E R E O F th i s in s t r u m e n t ha s be e n ex e c u t e d by th e pa r t i e s as of th e da y an d ye a r fi r s t ab o v e wr i t t e n by th e si g n a t u r e s of th e i r au t h o r i z e d re p r e s e n t a t i v e s be l o w . CI T Y OF EN GL E W O O D , CO L O R A D O By : Ot h o n i e l Si e r r a , Ma y o r AT T E S T : St e p h a n i e Ca r l i l e , Ci t y Cl e r k Th e un d e r s i g n e d of ? c e r of TB AN G E L I N E LL C ha s re a d th e fo r e g o i n g Li c e n s e an d ag r e e s fo r an d on be h a l f of sa i d Li c e n s e e th a t it wi l l ac c e p t an d wi l l ab i d e by al l th e te r m s an d co n d i t i o n s th e r e o f . Page 552 of 972 ,EEEQ32 23:3562 ._.5m2::1:1,;b:mmeEB \uikmeq$3%wk \bx?l.SMVQ.um‘..m\:\E{Newn NFEEchwBE2:0E239n—com—quonxo:mg,: n\ES3§§.V_C>._.z:cu .mwA A{Kgxxicaéui.55.5.x g: axEVEEuINS] 5:; ?x: 9-. $230: Page 553 of 972 EX H I B I T A LE G A L DE S C R I P T I O N A ST R I P OF LA N D , FO R A SA N I T A R Y SE W E R CR O S S I N G . SI T U A T E D IN TH E QU A R T E R OF TH E SO U T H W E S T QU A R T E R OF SE C T I O N 32 , TO W N S H I P 5 SO U T H , RA NG E68 WE S T , OF TH E SI X T H PR I N C I P A L ME R I D I A N , CI T Y OF LI T T L E T O N , CO U N T Y OF AR A P A H O E, ST A T E OF CO L O R A D O . BE I N G MO R E PA R T I C U L A R L Y DE S C R I B E D AS FO L L O W S : CO M M E N C I N G AT TH E NO R T H QU A R T E R CO R N E R OF SA I D SE C T I O N 32 . BE I N G M ON U ME NT ED BY A FO U N D 3— 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D T5 5 RS B W 1/ 4 S2 9 / S 3 2 20 0 0 PL S 13 1 5 5 , IN A RA N G E BO X . FR O M WH I C H TH E NO R T H W E S T CO R N E R OF SA I D SE C T I O N 32 . BE I N G MO N U M E N T E D BY A FO U N D 3- 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D CO L O DE P T OF TR A N S P O R T A T I O N TS S R8 8 W S3 O I 8 2 9 / S 3 1 I S S Z PL S 25 3 8 4 , BE A R S SO U T H 89 ° 2 9 ' 2 7 " WE S T , A DI S T A N C E OF 26 2 6 . 1 4 FE E T , WI T H AL L BE A R I N G S CO N T A I N E D HE R E I N BE I N G RE L AT I VE TH E R E T O ; TH E N C E SO U T H 26 “ 5 1 ‘ 0 7 " WE S T , A DI S T A N C E OF 30 9 1 . 4 5 FE E T , TO TH E NO R T H E R L Y LI N E OFA PR O P O S E D CI T Y OF EN G L E W O O D EA S E M E N T , AN D TH E PO I N T OF BE G I N N I N G ; TH E N C E OV E R , UN D E R , AN D AC R O S S , SA I D EA S E M E N T , SO U T H 31 °2 0 ' 3 4 " WE S T , A OF 25 , 1 5 FE E T . TO TH E SO U T H E R L Y LI N E OF SA I D EA S E M E N T , AN D TH E PO I N T OF TE R M IN U S . TH E LI N E A L UN I T US E D IN TH E PR E P A R A T I O N OF TH I S LE G A L DE S C R I P T I O N IS TH E SU R V E Y FO O T AS DE F I N E D BY TH E UN I T E D ST A T E S DE P A R T M E N T OF CO M M E R C E , NA T I O N A L IN S TI T UT E OF ST A N D A R D S AN D TE C H N O L O G Y . I, JE A N P, HA L P I N , A SU R V E Y O R LI C E N S E D IN TH E ST A T E OF CO L O R A D O , DO HE R E B Y CE R T I FY TH A T TH E AB O V E LE G A L DE S C R I P T I O N AN D AT T A C H E D EX H I B I T WE R E PR E P A R E D BYME OR UN D E R MY DI R E C T SU P E R V I S I O N AN D CH E C K I N G . JE A N P. HA L P I N . PL S 38 4 7 4 FO R AN D ON BE H A L F OF WE S T W O O D PR O F E S S I O N A L SE R V I C E S . IN C . 10 3 3 3 E. DR Y CR E E K RO A D , SU I T E 40 0 EN G L E W O O D , CO 80 1 1 2 N: \ P r o j e c t s \ 3 0 3 2 5 6 0 1 Sa n t a Fe Pa r k \ C A D \ S u w e y \ L e g a l s \ L i c e n s e Ag r e e n a e n x s \ $ u b m i l \ a 7 08 » 2 2 - 2 0 2 4 \ A l l e n \ s a n l s FePa r k .TE A L SA N XI N G AJ P H . d O C X Page 554 of 972 SH E E T 1 O F 2 EX H I B I T A Nw CO R N E R . SE C . 32 PO I N T OF co M ME Nc E ME NT FO U N D 37 1 / 4 " AL U M . CA P ST A M P E D N. 1/ 4 C O R N E R SE c 32 CO L O DE P T OF TR A N S P O R T A T I O N (B A S I S OF BE A R I N G S ) FO U N D 37 1 / 4 " AL U M . C A PST A M P E T5 S , Ra a w Sa o / S 2 9 / S 2 1 I S 3 2 N. LI N E . Nw 1/ 4 . SE C T I O N 32 T5 8 Re a w 1/ 4 52 9 / 8 3 2 2 0 0 0 PL S 131 5 5 PL S 25 3 8 4 35 9 ° 2 9 ' 2 7 " w 25 2 5 . 1 4 ' IRA N GEBO X PO I N T OF BE G I N N I N G F‘ 7 r PO I N T O F \' . ’ I 1/ so " DR A I N L I N E AN D a" TE R M I N U S \ / PR I V A T E SA N I T A R Y SE R V I C E (” 2 5 . 1 5 7 ‘ / CR O S S I N G ST A T I O N ; 27 + 3 3 . 5 1 WE K E V A T I O N T . O . P 53 6 7 . 37 / , / (/ / r’ PR O P O S E D wn m m s m s 9m FE IW s u m m s u c m s s As n m m s x s u a w m Da r n - M A M A FE PA R K - U C H ’ S E A M E E M F M A B we IH A L P I N I it EN G L E W O O D DR A I N LI N E / / EA S E M E N T I / ff / 55 E : MA P . "L ‘ ”2 ° ” 50 25 a 50 OW N E R : E: TB AN S L E I N E , LL C 1 14 0 VI R G I N I A DR . FO R T WA H S H I N G T O N , PA 19 0 3 4 SC A L E : 50 - Th i s il l u s t m l i a n do e s no t re p r e s e n I a ma n u m s n t e d su r v e y . IQ is In t e n d e d on l y to de p i c t In a au u c h e d le g a l de s c r i p t i o n . B" SA N I T A R Y SE W E R CR O S S I N G NW 1/ 4 . SW 1/ 4 SE C . 32 . ms . Re a w , 6T H RM . We s t w o o d CI T Y OF LI T T L E T O N AR A P A H O E CO U N T Y . CO L O R A D O 10 3 3 3 EDR Y25 5 5 : : 0 0 0 ' We s x w o n d p s . < a m EN G L E WO O D ,Co 30 1 1 2 SC A L E : 1“ = s o ‘ | BY : AT M ] CK ' D : JF ' H | DA T E : 9/ 1 5 / 2 0 2 4 We s ‘ w o u d Pr o f e s s I o n a l S e N i c e a n c . Ta n z q u z e s z s Page 555 of 972 SH E E T 2 0 F 2 EX H I B I T A g 53 8 0 5 3 8 0 5 PR O P O S E D GR A D E @ PI P E E CE N T E R L I N E 3 E "3 EX I S T I N G GR O U N D @ PI P E g CE N T E R L I N E se tEg s" SA N I T A R Y , SE W E R SE R V I C E g' I 5’ 53 7 0 5 3 7 0 g 30 " EN G L E W O O D DR A I N L I N E CR O S S I N G w ST A . 27 + 3 3 . 5 1 g 8" PR I V A T E SA N I T A R Y SE W E R SE R V I C E E B. O . P . = 53 6 9 . 0 5 3 30 " DR A I N L I N E TI O P. = 5 3 6 7 . 3 7 E CL E A R A N C E .6 7 ‘ ‘ § 15 4 . 0 2 LF an “ HD P E @ 04 9 % E OW N E D AN D MA I N T A I N E D I E BY EN G L E W O O D 22 7 . 4 9 LF an " HD P E @ 2. 2 5 % g OW N E D AN D MA I N T A I N E D ; BY EN G L E W O O D g 53 6 0 5 3 6 0 g 27 + O O 23 4 4 3 0 28 +5 0 g PR O F I L E : 30 IN C H DR A I N LI N E (1 ) ST A : 27 4 4 3 0 . 0 0 TO § HO R I Z O N T A L ' 1" = 50 ' g VE R T I C A L : 1" 5' g E E OW N E R : 50 25 0 50 TB AN G L E I N E , LL C =5 1 14 0 VI R G I N I A DR . SC A L E : 1 E 50 ‘ FO R T WA H S H I N G T O N . PA 19 0 3 4 ms II I u s I m I m n do e s na l re p r e s e n t a mo n u m e n l e d su r v e y . II is in I = n d = d on l y In de p i c t me at t a c h e d le g a l de s c r i p l i a n . 8" SA N I T A R Y SE W E R CR O S S I N G NW 1/ 4 . SW 1/ 4 SE O . 32 , T5 3 . R6 8 W , 6T H PM . we s t W O O d CI T Y OF LI T T L E T O N 10 2 3 3 EOR V CR E E K RD . AR A P A H O E CO U N T Y , CO L O R A D O SU I T E 40 0 We s t w a o d p u a m EN G L E WC l o D .co 30 1 1 2 SC A L E : 1" : 50 ' | BY : AT M I CK ' D ; JP H I DA T E : 9/ 1 8 / 2 0 2 4 | We s x w a o d pr o r e s s I u n a I s z I c e s I I n t. TE L : 72 0 . 4 3 2 . 9 5 2 5 Page 556 of 972 en - v OF ng l e w o o d PR O C U R E M E N T DI V I S I O N MC L E L L A N DR A I N LI N E TE M P O R A R Y CO N S T R U C T I O N EA S E M E N T (S a n t aFe Pa r k De v e l o p m e n t , Cr o s s i n g #2 1 _ 8” Sa n i t a r y Li n e ) Th i s Mc h l l a n Dr a i n Li n e Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t (" T e l n p o r a r y E a s e is en t e r e d in t o th i s , by an d be t w e e n th e Ci t y of E n g l e Co l o r a d o , a mu n i c i p a l co r p o r a t i o n of t h e St a t e of C o l o r a d o (" G r nt o r " ) , an d TB AN G E L I NF , LL C , a De l a w a r e li m i t e d li a b i l i t y co m p a n y (" G r a n t e e " ) . Th e s e en t i t i e s ma y be in d i v i d u a l l y re f e rr e d to as th e “P a r t y " or co l l e c t i v e l y re f e r r e d to as th e “P a r t i e s ” . WH E R E A S , th e Ci t y of En g l e w o o d ow n s a Ri g h t e o f e W a y fo r th e Me L c l l a n Li n e , a re s e r v o i r dr a i n li n e , wh i c h is lo c a t e d as de s c r i b e d in Ex h i b i t A, at t a c h e d he r e t o . WH E R E A S , th e Gr a n t e e de s i r e s to in s t a l l a 8" sa n i t a r y li n e by un d e r g r o u n d bo rebe l o w an d ac r o s s th e Mc L e l l a n Dr a i n Li n e ri g h t — O f — w a y , pu r s u a n t to a li c e n s e be t w e e n th e NO W ’I ‘ H E 1 { E F O R E , in co n s i d e r a t i o n of th e mu t u a l co v e n a n t s of th e mo r e pa r t i c u l a r l y he r e i n a f t e r se t fo r t h , th e ad e q u a c y an d su f ? c i e n c y of wh i c h ar e he r e b y ac kn ow le d ge d, it is ag r e e d as fo l l o w s : 1. Te m p o r a r y Co n s t r u c t i o n Ea s c l n e n t . En g l e w o o d , as Gr a n t o r , he r e b y gr a n t s to Gr a n t e e , it s su c c e s s o r s , as s i g n s , co n t r a c t o r s , an d su b — c o n t r a c t o r s , a no n — e x c l u s i v e te m p or a r y co n s t r u c t i o n ea s e m e n t th r o u g h , ov e r , un d e r an d ac r o s s th e Mc L e l l a n Dr a i n Li n e Ri g h t —o f — Wa y fo r th e in s t a l l a t i o n , re p a i r or re p l a c e m e n t of Gr a n t e e ’ s 8" sa n i t a r y li n e pu r s u a n t t aLi c e n s e Ag r e e m e n t (t h e “P r o j e c t ” ) . ’ 2. Te r m of ba s e m e n t . Th e Pr o j e c t wi l l be g i n no so o n e r th a n 1/ 0 2 / 2 0 2 5 an dwi l l be co m p l e t e d no la t e r th a n 9/ 0 6 / 2 0 2 5 (o r wi t h i n ei g h t (8 ) mo n t h s ) of th i s ca s e m e n t ag r e e me n t be i n g ex e c u t e d . Co m p l e t i o n of th e Pr o j e c t wi l l be de e m e d to ha v e oc c u r r e d up o n th e in sp ec ti on an d ap p r o v a l of th e Pr o j e c t by Gr a n t o r an d th i s ’I ‘ e l n p o r a r y Ea s e r n e n l wi l l be de e m e d toha v e te r m i n a t e d up o n su c h co m p l e t i o n . 3. Ac c e s s . Gr a n t e e sh a l l ha v e th e te m p o r a r y no n — e x c l u s i v e ri g h t to en t e r Mc L el l a n Dr a i n Li n c Ri g h t — O f — W a y fo r an y re a s o n a b l e pu r p o s e ne c e s s a r y or pr u d e n t fo r th e co ns t ru c ti o n of th e Pr o j e c t Su b j e c t to th e fo l l o w i n g re s t r i c t i o n s : 1) no r m a l wo r k i n g ho u r s sh a l l be co n si s t en t wi t h Co l o r a d o De p a r t m e n t of Tr a n s p o r t a t i o n or Ci t y of En g l e w o o d co n s t r u c t i o n ho u r s, Mo n d a y th r o u g h Fr i d a y an d 2) th e op e r a t i o n of eq u i p m e n t an d he a v y tr u c k s wi l l be pe r m i t te d on th e En g l e w o o d Me L e l l a n Dr a i n Li n e Ri g h t — O f — W a y on l y du r i n g no r m a l wo r k i n g ho u r s . 4. Re s t o 'o n . Up o n th e co m p l e t i o n of th e Pr o j e c t , Gr a n t e e wi l l p e r f o r su c h re s t o r a t i o n an d re g r a d i n g as is ne c e s s a r y or pr u d e n t to re s t o r e th e su r f a c e ar e a of t Mc L el l a n Dr a i n Li n e Ri g h t — o r — W a y to it s or i g i n a l co n d i t i o n im m e d i a t e l y pr e c e d i n g Gr a n t e e ' s re a s o n a b l e we a r an d te a r ex c e p t e d . Page 557 of 972 5. In d e m n i ? c a t i o n . Ex c e p t to th e ex t e n t ar i s i n g fr o m th e gr o s s ne g l i g e n c e or wi l l f u l mi s c o n d u c t of Gr a n t o r , it s em p l o y e e s , te n a n t s , or gu e s t s , Gr a n t e e , to th e ex t e n t pe r m i t t e d by th e la w s an d co n s t i t u t i o n of th e St a t e of Co l o r a d o , he r e b y ag r e e s to in d e m n i f y an d ho l d ha r m l e s s th e Ci t y of En g l e w o o d , it s em p l o y e e s , te n a n t s , an d gu e s t s fr o m an y an d al l th i r d pa r t y cl a i m s , ca u s e s of ac t i o n , an d li a b i l i t y wh i c h ma y oc c u r to th e ex t e n t ar i s i n g fr o m th e ne g l i g e n t or wr o n g f u l ac t s of Gr a n t e e in th e co n s t r u c t i o n of th e Pr o j e c t , in c l u d i n g th e co s t of de f e n d i n g su c h cl a i m s . 6. Li a b i l i t y . Gr a n t e e he r e b y ac k n o w l e d g e s th a t it un d e r s t a n d s th a t th e r e is wa t e r ?o w in th e Mc L e l l a n Dr a i n Li n e an d th a t it wi l l as s u m e li a b i l i t y fo r an y da m a g e to ad j o i n i n g pr o p e r t y ca u s e d by wa t e r ?o w re s u l t i n g fr o m da m a g e to th e Mc L e l l a n Dr a i n Li n e ca u s e d by th e Gr a n t e e ' s co n s t r u c t i o n ac t i v i t i e s . 7. In s u r a n c e . Gr a n t e e sh a l l ma i n t a i n in fu l l fo r c e an d ef f e c t a va l i d po l i c y of in s u r a n c e fo r th e Pr o j e c t in th e am o u n t of $1 , 0 0 0 , 0 0 0 . 0 0 pr o p e r t y co v e r a g e an d $1 , 0 0 0 , 0 0 0 . 0 0 li a b i l i t y co v e r a g e . Gr a n t e e fu r t h e r ag r e e s th a t al l it s em p l o y e e s , co n t r a c t o r s , an d su b - c o n t r a c t o r s wo r k i n g on th e Pr o j e c t sh a l l be co v e r e d by ad e q u a t e Wo r k e r s Co m p e n s a t i o n In s u r a n c e . 8. As s i g n m e n t . Th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t is as s i g n a b l e on l y wi t h th e wr i t t e n pe r m i s s i o n of th e Ci t y of En g l e w o o d , wh i c h pe r m i s s i o n wi l l no t be un r e a s o n a b l y wi t h h e l d , co n d i t i o n e d or de l a y e d . 9. Th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t is ma d e un d e r an d co n f o r m a b l e to th e pr o v i s i o n s of Se c t i o n 4— 1 — 3 - 4 of En g l e w o o d Mu n i c i p a l Co d e , wh i c h pr o v i d e s st a n d a r d co n t r a c t pr o v i s i o n s fo r al l co n t r a c t u a l ag r e e m e n t s wi t h Gr a n t o r . In s o f a r as ap p l i c a b l e , th e pr o v i s i o n s of EM C Se c t i o n 4— 1 — 3 - 4 ar e in c o r p o r a t e d he r e i n an d ma d e a pa r t he r e o f by th i s re f e r e n c e an d sh a l l su p e r s e d e an y ap p a r e n t l y co n ? i c t i n g pr o v i s i o n ot h e r w i s e co n t a i n e d in th i s Ag r e e m e n t . 10 . In gr a n t i n g th e ab o v e au t h o r i z a t i o n , En g l e w o o d re s e r v e s th e ri g h t to ma k e fu l l us e of th e pr o p e r t y in v o l v e d as ma y be ne c e s s a r y or co n v e n i e n t in th e op e r a t i o n of th e wa t e r wo r k s pl a n t an d sy s t e m un d e r th e co n t r o l of En g l e w o o d . IN WI T N E S S WH E R E O F , th e Pa r t i e s he r e t o ha v e ex e c u t e d th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t on th e da y an d ye a r fi r s t wr i t t e n ab o v e . CI T Y OF EN G L E W O O D , CO L O R A D O By : Ot h o n i e l Si e r r a , Ma y o r St e p h a n i e Ca r l i l e , Ci t y Cl e r k Page 558 of 972 icons 9%mFEmE.:can;.2:—344u:;ow:<MEL.33:5:035810:3SE:a.,r Page 559 of 972 EX H I B I T A LE G A L DE S C R I P T I O N A ST R I P OF LA N D . FO R A SA N I T A R Y SE W E R CR O S S I N G , SI T U A T E D IN TH E QU A R T E R OF TH E SO U T H W E S T QU A R T E R OF SE C T I O N 32 , TO W N S H I P 5 SO U T H , RA NG E68 WE S T , OF TH E SI X T H PR I N C I P A L ME R I D I A N . CI T Y OF LI T T L E T O N . CO U N T Y OF AR A P A H OE . ST A T E OF CO L O R A D O . BE I N G MO R E PA R T I C U L A R L Y DE S C R I B E D AS FO L L O W S : CO M M E N C I N G AT TH E NO R T H QU A R T E R CO R N E R OF SA I D SE C T I O N 32 . BE I N G MO NU ME NT ED BY A FO U N D 37 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D T5 8 RG B W 1/ 4 $2 9 / S 3 2 20 0 0 PL S 13 1 5 5 . IN A RA N G E BO X , FR O M WH I C H TH E NO R T H W E S T CO R N E R OF SA I D SE C T I O N 32 . BE I N G MO N U M E N T E D BY A FO U N D 3- 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D CO L O DE P T OF TR A N S P O R T A T I O N TS S R6 8 W SS O I S Z S I S S ’ I / S S Z PL S 25 3 8 4 . BE A R S SO U T H 89 ° 2 9 ' 2 7 " WE S T , A DI S T A N C E OF 26 2 6 . 1 4 FE E T . WI T H AL L BE A R I N G S CO N T A I N E D HE R E I N BE I N G RE L AT I V E TH E R E T O : TH E N C E SO U T H 26 ° 5 1 ‘ 0 7 " WE S T , A DI S T A N C E OF 30 9 1 . 4 5 FE E T , TO TH E NO R T H E R L Y LI N EOFA PR O P O S E D CI T Y OF EN G L E W O O D EA S E M E N T . AN D TH E PO I N T OF BE G I N N I N G : TH E N C E OV E R . UN D E R . AN D AC R O S S . SA I D EA S E M E N T , SO U T H 31 ”2 0 ‘ 3 4 " WE S T . A OF 25 . 1 5 FE E T . TO TH E SO U T H E R L Y LI N E OF SA I D EA S E M E N T . AN D TH E PO I N T OF TE R M I NU S . TH E LI N E A L UN I T US E D IN TH E PR E P A R A T I O N OF TH I S LE G A L DE S C R I P T I O N IS TH E SU R V E Y FO O T AS DE F I N E D BY TH E UN I T E D ST A T E S DE P A R T M E N T OF CO M M E R C E . NA T I O N A L IN S TI T UT E OF ST A N D A R D S AN D TE C H N O L O G Y . I. JE A N P, HA L P I N . A SU R V E Y O R LI C E N S E D IN TH E ST A T E OF CO L O R A D O . DO HE R E B Y CE R T I FY TH A T TH E AB O V E LE G A L DE S C R I P T I O N AN D AT T A C H E D EX H I B I T WE R E PR E P A R E D BYME OR UN D E R MY DI R E C T SU P E R V I S I O N AN D CH E C K I N G . JE A N P. HA L P I N , PL S 38 4 7 4 FO R AN D ON BE H A L F OF WE S T W O O D PR O F E S S I O N A L SE R V I C E S . IN C 10 3 3 3 EI DR Y CR E E K RO A D . SU I T E 40 0 EN G L E W O O D , CO 80 1 12 N: \ P r o j e m s \ 3 0 3 2 5 6 0 1 Sa n t a Fe Pa r k \ C A D \ S u r v e y \ L e g s l s \ L l c e n s e Ag r e e m e n t s \ s u m h m a l 05 - 2 2 » 2 0 2 4 \ A l l e n \ s a n ( a Pa r k -TB A L SA N XI N G A JF ' H , d c c x Page 560 of 972 SH E E T 1 OF 2 EX H I B I T A NW CO R N E R , SE C 32 FO U N D 3- 1 / " AL U M . CA P ST A M P E D CO L O DE P T OF TR A N S P O R T A T I O N T5 8 . RS B W sa c / 5 2 9 1 3 3 1 5 3 2 F' L S 25 3 3 4 (B A S I S OF BE A R I N G S ) N. LI N E , Nw 1/ 4 , SE C T I O N 32 ss s “ 2 9 ' 2 7 “ w 25 2 6 , 1 4 - \«J o 'i ‘ r PO I N T OF TE R M I N U S \ o+ 2 5 . 1 § PR O P O S E D sz c l s m s z m l su m FE P W ‘ S U W W G W D E N E wa i w s m s l e / z l l m l wm l m s m s u m FE PA R K -U C E \ ‘ S E A E R E E M E N V - am ‘ ma l l I I EN G L E W O O D DR A I N LI N E / EA S E M E N T . i / It / / , SC A L E . 1" = 20 0 0 - 50 25 D 50 OW N E R : E TE AN G L E I N E . LL C SC A L E 7 5° . 1 14 0 VI R G I N I A DR I FO R T WA H S H I N G T O N . PA 19 0 3 4 "I i : il l u s t r a t i o n do e s no ! re p r e s e n t a ma n u m e n l e d su w g y , II is in k s n d s d on l y to de p i c t me an a c n e u / yE K E V A T I O N TD V F V 53 6 7 - 3 7 / , \ / / PO I N T OF co M ME Nc E ME NT N. 1/ 4 C O R N E R SE C 32 FO U N D 3— 1 / 4 " AL U M . C A PST A M P E D T5 8 R6 8 W 1/ 4 52 9 / 5 3 2 2 0 0 0 PL S 13 1 5 5 " . IRA N GE BO X PO I N T OF BE G I N N I N G 1/ / ‘3 0 " DR A I N L I N E AN D a" ~F ' R I V A T E SA N I T A R Y SE R V I C E CR O S S I N G ST A T I O N : 27 ‘ 3 3 5 1 le g a l de s c r i m i o n . 8" SA N I T A R Y SE W E R CR O S S I N G NW 1/ 4 . SW 1/ 4 SE C . 32 . T5 3 . RS B W . 6T H P. M . CI T Y OF LI T T L E T O N AR A P A H O E CO U N T Y . CO L O R A D O SC A L E ' 1 50 ' I BY : AT M | CK ' D : JP H 1 DA T E ; 9/ 1 3 / 2 0 2 4 We s t w o o d 10 3 3 3 aDR Y CR E E K RD . su n - s ao o EN G L EW O OD ,ca50 1 1 2 TE L : 72 0 4 5 2 3 5 2 5 We s t w n u d n s . c u m We s t w o u d ur n / E m m a Se r v l c e s . In c, Page 561 of 972 SH E E T Z O F Z EX H I B I T A 53 8 0 53 80 PR O P O S E D GR A D E @ F' I F ' E CE N T E R L I N E EX I S T I N G GR O U N D @ PI P E CE N T E R L I N E I 8 SA N I T A R Y SE W E R SE R V I C E 53 7 0 5 3 7 0 30 " EN G L E W O O D DR A I N L I N E CR O S S I N G ST A . 27 + 3 3 . 5 1 8“ PR I V A T E SA N I T A R Y SE W E R SE R V I C E B. O . P . 53 6 9 . 0 5 30 " DR A I N L I N E T. O . P 53 6 7 . 3 7 CL E A R A N C E = .6 7 ‘ 15 4 . 0 2 LP 30 " HD F ' E @ 0. 4 9 % OW N E D AN D MA I N T A I N E D BY EN G L E W O O D 22 7 . 4 9 LE 30 “ HD P E @ 2. 2 5 % OW N E D AN D MA I N T A I N E D BY EN G L E W O O D 53 6 0 5 3 6 0 27 + O O 28 + O O 28 +5 0 PR O F I L E : 30 IN C H DR A I N LI N E (‘ 1 ) S T A : 27 4 — 0 0 1 3 0 TO 2 8 +5 0 .0 0 HO R I Z O N T A L ‘I 50 ' VE R T I C A L : 1" 5. N' P R O I E C W Z S W W A F E P W W E U M E U L S I U C H I S E A B R E E V E N I S ‘ S U E M I W L U L H - NZ M L E N W I I F E P A R K ~ U C E M S E A E R E E M E M L B W Q W W W / M A OW N E R . 5° 25 5° TB AN G L E I N E ‘ LL C :3 11 4 a VI R G I N I A DR . SC A L E : - FO R T WA H S H I N G T O N . PA 19 0 3 4 Th i s iI I u s I m I i o n do e s no l re p r e s e n x u ma n u m e n l e d su r v e y . II is In t e n d e d on l y Io de p i c t th e au u c m d le g a l de s c r i p t i o n . a" SA N I T A R Y SE W E R CR O S S I N G NW 1, 4 . SW 1/ 4 SE C . 32 . T5 5 . Re s w . 6T H RM . es t w o o CI T Y OF LI T T L E T O N E ovc . AR A P A H O E CO U N T Y , CO L O R A D O “’ 3 3 ” R55 : 5 3 : 0 3 , ww w m u p s m m EN G LE W OD D ,co su n z SC A L E : 1" : 50 ' ] EY ' AT M | CK ' D : JP H I DA T E : 9/ 1 8 / 2 0 2 4 We s l w o o d Pr u f e s s l n n a l S e r v I c t s , I n n TE L : 72 0 4 3 1 9 5 2 5 Page 562 of 972 E? ? le w o o d PR O C U R E M E N T mv u s l o u MC I a I L I a n / X N DR A I N LI N E CR O S S I N G AN D LI C E N S E AG I { I C E M E N T (Sa nt a IF e Pa r k I) e v e l o p i n e n t , Cr o s s i n g #2 2 e 2” Do m e s t i c Wa t e r Se r v i c e Li n e ) TH I S LI C E N S E AG R E E M E N T , (" L i c e n s e " ) ma d e an d en t e r e d in t o as th e by an d be t w e e n th e CI T Y OF EN G L E W O O D , a mu n i c i p a l co r p o r a t i o n of Co l o r a d o , he r e i n a f t e r re f e r r e d to as “E n g l e w o o d ” or “C i t y ” , an d T B AN G E L I N E LL C , a De l a w a r e li m i t e d li a b i l i t y co m p a n y , he r e i n a f t e r re f e r r e d to “L I C C I ’ I S C G . ” WI T N E S S E T I I Th e Ci t y , wi t h o u t an y wa r r a n t y of it s ti t l e or in t e r e s t wh a t s o e v e r , he r e b y au t h o r i z e s Li c e n s e e , it s su c c e s s o r or as s i g n s , to in s t a l l a 2” do m e s t i c wa t e r se r v i c e li n e in an un d e r g r o u n d bo r e be l o w an d ac r o s s th e Ci t y ’ s ri g h t — o f — w a y fo r th e Mo L e l l a n Li n e , de s c r i b e d as a pa r c e l of l a n d si t u a t e d in NW 1/ 4 , SW 1 / 4 of $3 2 7 T5 8 is R G S W , 5‘ " P. M . , Ci t y of L i t t l e t o n , Co u n t y of Ar a p a h o e , St a t e of Co l o r a d o de s c r i b e d as fo l l o w s : De s c r i b e d in Ex h i b i t A, at t a c h e d he r e t o . Th e ab o v e — d e s c r i b e d pa r c e l co n t a i n s 16 0 sq u a r e fe e t , mo r e or le s s . 1. An y co n s t r u c t i o n co n t e m p l a t e d or pe r f o r m e d un d e r th i s Li c e n s e sh a l l co m pl y wi t h an d co n f o r m to st a n d a r d s fo r m u l a t e d by th e Di r e c t o r of Ut i l i t i e s of t h e Ci t y asu c h co n s t r u c t i o n sh a l l be pe r f o r m e d an d co m p l e t e d ac c o r d i n g to th e pl a n s ap p r o v e d th e Ci t y . 2. Li c e n s e e sh a l l no t i f y th e Ci t y ’ s Di r e c t o r of Ut i l i t i e s or De s i g n e e at le a s t t (3 ) da y s pr i o r to th e ti m e of co m m e n c e m e n t of th e co n s t r u c t i o n of , or an y re p a i r s ma de to , Li c e n s e e ’ s 2” do m e s t i c wa t e r se r v i c e li n e an d as s o c i a t e d fa c i l i t i e s so th a t th e ci t y ma y, in it s di s c r e t i o n , in s p e c t su c h op e r a t i o n s . Wi t h th e ex c e p t i o n of an em e r g e n c y re p a i r , wh i c h Li c e n s e e wi l l no t i f y th e Ci t y wi t h i n 48 ho u r s of th e re p a i r wo r k . 3. Wi t h i n th i r t y (3 0 ) da y s fr o m th e da t e of th e co m m e n c e m e n t of co n s t r u c t i o n of sa i d bo r i n g an d in s t a l l a t i o n or th e 2" do m e s t i c wa t e r se r v i c e li n e , th e Li c e n s e e sh al l co m p l e t e su c h co n s t r u c t i o n , sh a l l cl e a r th e cr o s s i n g ar e a of al l co n s t r u c t i o n de b r i s an d re s t o r e th e ar e a to it s co n d i t i o n im m e d i a t e l y pr e c e d i n g Li c e n s e e - s co n s t r u c t i o n s ne a rl y as ma y be re a s o n a b l e , re a s o n a b l e we a r an d te a r ex c e p t e d . In th e ev e n t th e cl e a r i n g an d re s t o r a t i o n of th e cr o s s i n g ar e a is no t co m p l e t e d wi t h i n th e ti m e sp e c i f i e d , Ci t y co m p l e t e th e wo r k at th e so l e ex p e n s e of Li c e n s e e . 4. ci t y sh a l l ha v e th e ri g h t to ma i n t a i n , in s t a l l , re p a i r , re m o v e or re l o c a t e th e Mc h l l a n Dr a i n Li n e or an y ot h e r of i t s fa c i l i t i e s or in s t a l l a t i o n s wi t h i n Ci t y ’ s ri gh ts ef - wa y at an y ti m e an d in su c h ma n n e r as Ci t y de e m s ne c e s s a r y or co n v e n i e n t . Th e Ci ty Page 563 of 972 re s e r v e s th e ex c l u s i v e ri g h t to co n t r o l al l ea s e m e n t s an d in s t a l l a t i o n s . In th e ev e n t th e 2” do m e s t i c wa t e r se r v i c e li n e sh o u l d in t e r f e r e wi t h an y fu t u r e us e of th e Ci t y ’ s ri g h t s — o f — wa y by th e Ci t y , th e Li c e n s e e sh a l l , up o n re q u e s t an d at it s so l e ex p e n s e , re l o c a t e , re a r r a n g e , or re m o v e it s in s t a l l a t i o n s so as no t to in t e r f e r e wi t h an y su c h us e . 5. An y re p a i r or re p l a c e m e n t of an y Ci t y in s t a l l a t i o n ma d e ne c e s s a r y , in th e re a s o n a b l e op i n i o n of th e Ci t y ’ s Di r e c t o r of Ut i l i t i e s or De s i g n e e be c a u s e of th e co n s t r u c t i o n of th e Li c e n s e e ’ s co n d u i t or ot h e r ap p u r t e n a n t in s t a l l a t i o n th e r e o f , sh a l l be ma d e at th e so l e ex p e n s e of th e Li c e n s e e . 6. Th e st i p u l a t i o n s an d co n d i t i o n s of th i s Li c e n s e sh a l l be in c o r p o r a t e d in t o co n t r a c t sp e c i ? c a t i o n s if th e co n s t r u c t i o n he r e i n au t h o r i z e d is to be do n e on a co n t r a c t ba s i s . 7. Th e ri g h t s an d pr i v i l e g e s gr a n t e d in th i s Li c e n s e sh a l l be su b j e c t to pr i o r ag r e e m e n t s , li c e n s e s an d / o r gr a n t s , re c o r d e d or un r e c o r d e d , ap p l i c a b l e to th e pa r c e l de s c r i b e d in Ex h i b i t A, an d it sh a l l be Li c e n s e e ’ s so l e re s p o n s i b i l i t y to de t e r m i n e th e ex i s t e n c e of sa i d do c u m e n t s or co n ? i c t i n g us e s or in s t a l l a t i o n s . 8. Li c e n s e e sh a l l co n t a c t an d fu l l y co o p e r a t e wi t h Ci t y ’ s pe r s o n n e l , an d th e co n s t r u c t i o n sh a l l be co m p l e t e d wi t h o u t in t e r f e r e n c e wi t h an y la w f u l , us u a l or or d i n a r y ?o w of wa t e r th r o u g h th e M c L e l l a n Dr a i n Li n e . 9. Al l tr e n c h e s or ho l e s wi t h i n Ci t y ’ s ri g h t s — o f — w a y di s t u r b e d by Li c e n s e e sh a l l be ba c k f i l l e d an d ta m p e d to th e or i g i n a l gr o u n d li n e in la y e r s no t to ex c e e d si x (6 ) in c h e s lo o s e me a s u r e to a co m p a c t i o n of ni n e t y pe r c e n t (9 0 % ) St a n d a r d Pr o c t o r Ma x i m u m De n s i t y . 10 . Li c e n s e e sh a l l ma i n t a i n a mi n i m u m of 2 fe e t ve r t i c a l cl e a r a n c e to th e Mc L e l l a n Dr a i n Li n e pi p e . An y bo r e pi t ex c a v a t i o n sh a l l ma i n t a i n a mi n i m u m of 10 fe e t ho r i z o n t a l cl e a r a n c e fr o m th e Mc L e l l a n Dr a i n Li n e . 11 . Ex c e p t to th e ex t e n t ca u s e d by th e gr o s s ne g l i g e n c e or wi l l f u l mi s c o n d u c t of th e Ci t y , Li c e n s e e sh a l l in d e m n i f y an d sa v e ha r m l e s s th e Ci t y , it s of ? c e r s an d em p l o y e e s , ag a i n s t an y an d al l cl a i m s , da m a g e s , ac t i o n s or ca u s e s of ac t i o n an d ex p e n s e s to wh i c h it or th e y ma y be su b j e c t e d to th e ex t e n t ar i s i n g fr o m Li c e n s e e ' s co n s t r u c t i o n an d ma i n t e n a n c e of th e 2” do m e s t i c wa t e r se r v i c e li n e be i n g wi t h i n an d ac r o s s an d un d e r th e pr e m i s e s of th e Ci t y or by re a s o n of an y wo r k do n e or by om i s s i o n ma d e by Li c e n s e e , it s ag e n t s or em p l o y e e s , in co n n e c t i o n wi t h th e co n s t r u c t i o n , re p l a c e m e n t , ma i n t e n a n c e or 12 . It is ex p r e s s l y ag r e e d th a t in ca s e of Li c e n s e e ’ s br e a c h of an y of th e wi t h i n pr o m i s e s , if no t cu r e d wi t h i n 30 da y s af t e r Li c e n s e e ' s re c e i p t of wr i t t e n no t i c e of su c h br e a c h , Ci t y ma y , at it s op t i o n , ha v e sp e c i ? c pe r f o r m a n c e th e r e o f , or su e fo r da m a g e s re s u l t i n g fr o m su c h br e a c h . Page 564 of 972 13 . Up o n ab a n d o n m e n t of an y ri g h t or pr i v i l e g e he r e i n gr a n t e d , th e ri g h t of Li c e n s e e to th a t ex t e n t sh a l l te r m i n a t e , bu t it s ob l i g a t i o n to in d e m n i f y an d ho l d ha r m l e s s Ci t y , it s of ? c e r s an d em p l o y e e s , sh a l l no t te r m i n a t e . 14 . Th i s Li c e n s e is ma d e un d e r an d co n f o r m a b l e to th e pr o v i s i o n s of Se c t i o n 4- 1 — 3 ~ 4 of En g l e w o o d Mu n i c i p a l Co d e , wh i c h pr o v i d e s st a n d a r d co n t r a c t pr o v i s i o n s fo r al l co n t r a c t u a l ag r e e m e n t s wi t h th e Ci t y . In s o f a r as ap p l i c a b l e , th e pr o v i s i o n s of EM C Se c t i o n 4— 1 — 3 — 4 ar e in c o r p o r a t e d he r e i n an d ma d e a pa r t he r e o f by th i s re f e r e n c e an d sh a l l su p e r s e d e an y ap p a r e n t l y co n ? i c t i n g pr o v i s i o n ot h e r w i s e co n t a i n e d in th i s Ag r e e m e n t . 15 . In gr a n t i n g th e ab o v e au t h o r i z a t i o n , Ci t y re s e r v e s th e ri g h t to ma k e fu l l us e of th e pr o p e r t y in v o l v e d as ma y be ne c e s s a r y or co n v e n i e n t in th e op e r a t i o n of th e wa t e r wo r k s pl a n t an d sy s t e m un d e r co n t r o l of Ci t y . IN WI T N E S S WH E R E O F th i s in s t r u m e n t ha s be e n ex e c u t e d by th e pa r t i e s as of th e da y an d ye a r fi r s t ab o v e wr i t t e n by th e si g n a t u r e s of th e i r au t h o r i z e d re p r e s e n t a t i v e s be l o w . CI T Y OF EN G L E W O O D , CO L O R A D O By : Ot h o n i e l Si e r r a , Ma y o r AT T E S T : St e p h a n i e Ca r l i l e , Ci t y Cl e r k Th e un d e r s i g n e d of f i c e r of TB AN G E L I N E LL C ha s re a d th e fo r e g o i n g Li c e n s e an d ag r e e s fo r an d on be h a l f of sa i d Li c e n s e e th a t it wi l l ac c e p t an d wi l l ab i d e by al l th e te r m s an d co n d i t i o n s th e r e o f . Page 565 of 972 ”3:98:EmmrcEcu>2 22:;552 Rozt \u3493%Fi?Q 3\u\wuHG$KG§\3£2 wCVQC‘.33%$\z::2:25m3322?4.3=5§c75MEQmEE2: A. Rx4&me\w?VHfH45:2: \«SS$4435.4%:k? mm‘w?33E;EA: \442::4>4 12:5... Page 566 of 972 EX H I B I T A LE G A L DE S C R I P T I O N A ST R I P OF LA N D . FO R A WA T E R LI N E CR O S S I N G . SI T U A T E D IN TH E NO R T H W E S T OF TH E SO U T H W E S T QU A R T E R OF SE C T I O N 32 . TO W N S H I P 5 SO U T H , RA N G E 68 WE ST . OF TH E SI X T H PR I N C I P A L ME R I D I A N . CI T Y OF LI T T L E T O N , CO U N T Y OF AR A P A H O E , ST AT EOF CO L O R A D O . BE I N G MO R E PA R T I C U L A R L Y DE S C R I B E D AS FO L L O W S : CO M M E N C I N G AT TH E NO R T H QU A R T E R CO R N E R OF SA I D SE C T I O N 32 , BE I N G MO NU ME NT ED BY A FO U N D 3- 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D TS S R6 8 W 1/ 4 S2 9 / 8 3 2 20 0 0 PL S 13 1 5 5 . IN A RA N G E BO X , FR O M WH I C H TH E NO R T H W E S T CO R N E R OF SA I D SE C T I O N 32 . BE I N G MO N U M E N T E D BY A FO U N D 37 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D CO L O DE P T OF TR A N S P O R T A T I O N T5 S R6 8 W S3 0 / S 2 9 / S 3 1 / 8 3 2 PL S 25 3 8 4 , BE A R S SO U T H 8Q “ 2 9 ' 2 7 " WE S T , A DI S T A N C E OF 26 2 6 . 1 4 FE E T . WI T H AL L BE A R I N G S CO N T A I N E D HE R E I N BE I N G RE L AT I V E TH E R E T O ; TH E N C E SO U T H 26 " 4 3 ' 2 8 " WE S T , A DI S T A N C E OF 30 8 7 . 0 2 FE E T , TO TH E NO R T H E R L Y LI N E OFA PR O P O S E D CI T Y OF EN G L E W O O D EA S E M E N T . AN D TH E PO I N T OF BE G I N N I N G ; TH E N C E OV E R , UN D E R . AN D AC R O S S . SA I D EA S E M E N T , SO U T H 17 ° 2 0 ' 1 3” WE S T . A OF 21 . 7 8 FE E T . TO TH E SO U T H E R L Y LI N E OF SA I D EA S E M E N T . AN D TH E PO I N T OF TE R M IN U S . TH E LI N E A L UN I T US E D IN TH E PR E P A R A T I O N OF TH I S LE G A L DE S C R I P T I O N IS TH E SU R V E Y FO O T AS DE F I N E D BY TH E UN I T E D ST A T E S DE P A R T M E N T OF CO M M E R C E . NA T I O N A L IN S TI T UT E OF ST A N D A R D S AN D TE C H N O L O G Y . I. JE A N P. HA L P I N . A SU R V E Y O R LI C E N S E D IN TH E ST A T E OF CO L O R A D O . DO HE R E B Y CE R T I F Y TH A T TH E AB O V E LE G A L DE S C R I P T I O N AN D AT T A C H E D EX H I B I T WE R E PR E P A R E D BYME OR UN D E R MY DI R E C T SU P E R V I S I O N AN D CH E C K I N G . JE A N P. HA L P I N . PL S 38 4 7 4 FO R AN D ON BE H A L F OF WE S T W O O D PR O F E S S I O N A L SE R V I C E S . IN C . 10 3 3 3 E. DR Y CR E E K RO A D . SU I T E 40 0 EN G L E W O O D , CO 80 1 1 2 N: \ P r o J e C t s \ 3 0 3 2 5 6 0 1 Sa n t a Fe Pa r k \ C A D \ S u r v e y \ L e g a l s \ L l c e n s e Ag r e e m e n l s \ $ u b m m a l 8‘ 2 6 — 2 0 2 4 \ S s n l a Fe Pa r k 7TB A LWA T E R XI N G c JP H d o c x Page 567 of 972 EX H I B I T A SH E E T 1 O I = 2 NW CO R N E R . sE c ‘ 32 PO I N T OF CO M M EN CE M EN T FO U N D 3— 1 / 4 " AL L / M . CA P ST A M P E D N. 1/ 4 SE C . 32 oo L o DE P T OF TR A N S P O R T A T I O N (B A S I S OF BE A R I N G S ) FO U N D 3A 1 ] 4 " A L I J M . CA F‘ST A M F E D T5 3 , Re a w Sa c / s z s l s a w s s z N. LI N E , Nw 1/ 4 . SE C T I O N 32 T5 S Rs a w 1/ 4 32 9 / 3 3 2 F' L S 13 1 5 5 " , \ PL S 25 3 5 4 $8 9 “ 2 9 ' 2 7 “ W 26 2 6 , 1 4 ' INRA N G EEO x \ \A \ 6» ‘3 5 ? "r ). , \ ’ \ > ‘9 ' {7 1 / / 0; ® \ \ \ \ \ / \ / _/ / / d§ / p / S1 7- 2 0 ' 1 a " w / 21 .7 8 ‘ PO I N T OF BE G I N N I N G o+ u o WA T E R SE R V I C E’ L I N E CR O S S I N G ST A T I O N : 27 + 3 3 . 5 1 PO I N T OF /E L E V A T I O N T. O . P =53 67 :37 ///\ NM N E U I W W I W A F E P m m w m m m m m m u m u m m W A ? r m - m i m a n - c n w s w u m m m \ , / ’T E R M I N L I S ' / / / /" / / y / o+ 2 1 1 7 s / / / f PR O P O S E D ’ J EN G L E W O O D DR A I N LI N E / EA S E M E N T I I ’ \ se m i : .- . z w o - 5° 25 o 50 OW N E R == = TE AN O E L I N E . LL C 1 14 a VI R G I N I A DR . FO R T WA S H I N G T O N . PA 19 0 3 4 SC A L E : Yh i s il l u s t r a t i o n du e : no t re p r e s e n t a mo n u m e n l e d su r v e y . A is in t e n d e d on l y to de p i c t th e at t a c h z d le g a l de s c r i p l i u n . WA T E R SE R V I C E LI N E CR O S S I N G NW 1/ 4 . SW 1/ 4 SE C . 32 . T5 S . Rs s w , 6T H P. M ‘ we s t w o o a CI T Y OF LI T T L E T O N —— _ _ _ _ AR A P A H O E CO U N T Y , CO L O R A D O 10 3 3 3 EDR V E? f f g f u u d WE s K w D o d p s . c u m EN G sz o o o ,co 30 1 1 2 50 ' [E Y : AT M | CK ' D : JP H | DA T E : 5/ 2 7 / 2 0 2 4 Wa s t w n a d Pr a f : § s | c - n a l $ e r v l c e 3 . l n c . TE L : 72 0 . 4 3 2 . 9 5 2 5 | SC A L E : Page 568 of 972 EX H I B I T A SH E E T Z O F E 53 8 0 53 8 0 EE E 5. 1 WA T E R SE R V I C E LI N E ST A 27 + 4 0 . 7 4 B. O . F ’ . EL E V 53 7 2 . 6 9 8 53 7 0 53 7 0 I 16 4 . 0 2 LP 30 " HD P E @ OW N E D AN D MA I N T A I N E D BY EN G L E W O O D 53 6 0 53 6 0 27 + O O 28 + 0 0 28 + 5 0 PR O F I L E : 30 IN C H DR A I N LI N E ST A : 27 + O 0 . 0 0 TO 28 + 5 0 . 0 0 HO R I Z O N T A ‘I ' = 50 ' VE R T I C A L : 1 5' NW W E C Y S W M I SA W I? PW U M S U R V P / L E G A I S ‘ U C B I S E A G R E E M E N I S B U W W A L M M W A E PA R K - uc m s u m z s u OW N E R : 50 25 o 50 TB AN G E L I N E , LL C E 11 4 0 VI R G I N I A DR V SC A L E : ‘ = 55 ' FO R T WA S H I N G T O N . PA 19 0 3 4 'l h l s Il l u s t r a t i o n do e s no t re p r e s e n t a ma n u m e n t e d su r v e y . It is in t e n d e d on l y to de p i c k th e al l u c h e d le g a l de s c r i p t i o n . WA T E R SE R V I C E LI N E CR O S S I N G NW 1/ 4 , SW 1/ 4 SE C . 32 , T5 3 . RS B W , 6T H P. M . we s t w o o CI T Y OF LI T T L E T O N am s s n n vc n s s x n o. AR A P A H O E CO U N T Y . CO L O R A D O su r r E d o o Wm . ” EN G L E VV O O D,cono n : SC A L E : 1" = 5 0 ' I BY : AT M | CK ‘ D : JP H I DA T E : 6/ 2 6 / 2 0 2 4 WM "M u l l e n - l s c m l n c . TE L ' 12 0 . 4 8 2 . 9 5 2 5 Page 569 of 972 E‘ ? ' ? le w o o d PR O C U R E M E N T an l s l o N MC L E L l a A N DR A I N LI N E TE M P O R A R Y CO N S T R U C T I O N EA S E M E N T (S a n t aFe Pa r k De v e l o p m e n t , Cr o s s i n g #2 2 7 2” Do m e s t i c Wa t e r Se r v i c e Li n e ) Th i s Mc L e l l a n Dr a i n Li n e Te m p o r a r y Co n s t r u c t i o n Ea s c l n c n t ‘ (" T e r n p o r a r y is en t e r e d in t o th i s , by an d be t w e e n th e Ci t y of E n g l e Co l o r a d o , a mu n i c i p a l co r p o r a t i o n of th e St a t e of C o l o i - a d o (" G r a n t o r " ) , an d TB AN G E L I NE LL C , a De l a w a r e li m i t e d li a b i l i t y co m p a n y (" G r a n t e e " ) . he s e en t i t i e s ma y be in d i v i d u a l l y re f e rr e d to as th e “P a r t y ” or co l l e c t i v e l y re f e r r e d to as th e “P a l ti c s ” , WH E R E A S , th e Ci t y of En g l e w o o d ow n s a Ri g h t — o f e W a y fo r th e Mc L e l l a n Li n e , a re s e r v o i r dr a i n li n e , wh i c h is lo c a t e d as de s c r i b e d in Ex h i b i t A, at t a c h e d he r e t o . WH E R E A S , th e Gr a n t e e de s i r e s to in s t a l l a 2” do m e s t i c wa t e r se r v i c e li n e by bo r e be l o w an d ac r o s s th e Mc L e l l a n Dr a i n Li n e ri g h t - o f — w a y , pu r s u a n t to a li c e n s e b e tth e Pa r t i e s . NO W TH E R E F O R E , in co n s i d e r a t i o n of th e In u t u a l co v e n a n t s of tl l e mo r e pa r t i c u l a r l y he r e i n a f t e r se t fo r t h , th e ad e q u a c y an d su f ? c i e n c y of w h i c h ar e he r e b y ac kn ow le dg ed , it is ag r e e d as fo l l o w s : 1. Te m p o r a r y Co n s t r u c t i o n Ea s e l n e n t . En g l e w o o d , as Gr a n t o r = he r e b y gr a n t s to Gr a n t e e , it s su c c e s s o r s , as s i g n s , co n t r a c t o r s , an d su b — c o n t r a c t o r s , a no n — e x c l u s i v e te m p o ra r y co n s t r u c t i o n ea s e l n e n t th r o u g h , ov e r , un d e r an d ac r o s s th e Mc L e l l a n Dr a i n Li n e Ri g h t —o f —Wa y fo r th e in s t a l l a t i o n , re p a i r or re p l a c e m e n t of Gr a n t e e ’ s 2” do m e s t i c wa t e r se r v i c e li n e toa Li c e n s e Ag r e e m e n t (t h e “P r o j cc t ” ) . 2. 'l ‘ e r l n of Ea s c r n e n t . Th e Pr o j e c t wi l l be g i n no so o n e r th a n 1/ 0 2 / 2 0 2 5 an dwi l l be co m p l e t e d no la t e r th a n 09 / 0 2 / 2 0 2 5 (o r wi t h i n ei g h t (8 ) mo n t h s ) of th i s ea s e m e n t ag r e e me n t be i n g ex e c u t e d , Co n — l p l e t i o n of th e Pr o j e c t wi l l be de e m e d to ha v e oc c u r r e d up o n th e i n s p e ct i o n an d ap p r o v a l of th e Pr o j e c t by Gr a n t o r an d th i s 'I ‘ e n ‘ l p o r a r y Ea s e l n e n c Wi l l be dc e l n ed toha v e te r m i n a t e d up o n su c h co m p l e t i o n . 3. Ac c e s s . Gr a n t e e sh a l l ha v e th e te m p o r a r y no n e c x c l u s i v e ri g h t to en t e r Mc L e l la n Dr a i n Li n e Ri g h t - o f — W a y fo r an y re a s o n a b l e pu r p o s e ne c e s s a r y or pm d e n t fo r th e co ns tr uc ti o n of th e Pr o j ec t su b j e c t to th e fo l l o w i n g re s t r i c t i o n s : 1) no r m a l wo r k i n g ho u r s sh a l l be co ns is t en t wi t h Co l o r a d o De p a r t m e n t of Tr a n s p o r t a t i o n or Ci t y of En g l e w o o d co n s t r u c t i o n ho ur s , Mo n d a y th r o u g h Fr i d a y an d 2) th e op e r a t i o n of eq u i p m e n t an d he a v y tr u c k s wi l l he pe r m i tt e d on th e En g l e w o o d Mc L e l l a n l) r a i n Li n c Ri g h t - o f — W a y on l y du r i n g no r m a l wo r k i n g ho u r s . 4. Re s t o r a t i o n . Up o n th e co t n p l e t i o n of th e Pr o j e c t , Gr a n t e e wi l l su c h re s t o r a t i o n an d re g r a d i n g as is no -s a r y or pr u d e n t to re s t o r e th e su r f a c e ar e a of Mc L e l la n Dr a i n Li n e Ri g h v o f — W a y to it s or i g i n a l co n d i t i o n il n m c d i a t e l y pr e c e d i n g Gr a n t e e ' s c o n s t r u c t i o n , re a s o n a b l e we a r an d te a r ex c e p t e d . Page 570 of 972 5. In d e m n i ? c a t i o n . Ex c e p t to th e ex t e n t ar i s i n g fr o m th e gr o s s ne g l i g e n c e or wi l l f u l mi s c o n d u c t of Gr a n t o r , it s em p l o y e e s , te n a n t s , or gu e s t s , Gr a n t e e , to th e ex t e n t pe r m i t t e d by th e la w s an d co n s t i t u t i o n of th e St a t e of Co l o r a d o , he r e b y ag r e e s to in d e m n i f y an d ho l d ha r m l e s s th e Ci t y of En g l e w o o d , it s em p l o y e e s , te n a n t s , an d gu e s t s fr o m an y an d al l th i r d pa r t y cl a i m s , ca u s e s of ac t i o n , an d li a b i l i t y wh i c h ma y oc c u r to th e ex t e n t ar i s i n g fr o m th e ne g l i g e n t or wr o n g f u l ac t s of Gr a n t e e in th e co n s t r u c t i o n of th e Pr o j e c t , in c l u d i n g th e co s t of de f e n d i n g su c h cl a i m s . 6. Li a b i l i t y . Gr a n t e e he r e b y ac k n o w l e d g e s th a t it un d e r s t a n d s th a t th e r e is wa t e r ?o w in th e Mc L e l l a n Dr a i n Li n e an d th a t it wi l l as s u m e li a b i l i t y fo r an y da m a g e to ad j o i n i n g pr o p e r t y ca u s e d by wa t e r ?o w re s u l t i n g fr o m da m a g e to th e Mc L e l l a n Dr a i n Li n e ca u s e d by th e Gr a n t e e ' s co n s t r u c t i o n ac t i v i t i e s . 7. In s u r a n c e . Gr a n t e e sh a l l ma i n t a i n in fu l l fo r c e an d ef f e c t a va l i d po l i c y of in s u r a n c e fo r th e Pr o j e c t in th e am o u n t of $1 , 0 0 0 , 0 0 0 . 0 0 pr o p e r t y co v e r a g e an d $1 , 0 0 0 , 0 0 0 . 0 0 li a b i l i t y co v e r a g e . Gr a n t e e fu r t h e r ag r e e s th a t al l it s em p l o y e e s , co n t r a c t o r s , an d su b - c o n t r a c t o r s wo r k i n g on th e Pr o j e c t sh a l l be co v e r e d by ad e q u a t e Wo r k e r s Co m p e n s a t i o n In s u r a n c e . 8. As s i g n m e n t . Th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t is as s i g n a b l e on l y wi t h th e wr i t t e n pe r m i s s i o n of th e Ci t y of En g l e w o o d , wh i c h pe r m i s s i o n wi l l no t be um ‘ e a s o n a b l y wi t h h e l d , co n d i t i o n e d or de l a y e d . 9. Th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t is ma d e un d e r an d co n f o r m a b l e to th e pr o v i s i o n s of Se c t i o n 4— 1 — 3 - 4 of En g l e w o o d Mu n i c i p a l Co d e , wh i c h pr o v i d e s st a n d a r d co n t r a c t pr o v i s i o n s fo r al l co n t r a c t u a l ag r e e m e n t s wi t h Gr a n t o r . In s o f a r as ap p l i c a b l e , th e pr o v i s i o n s of EM C Se c t i o n 4— 1 — 3 — 4 ar e in c o r p o r a t e d he r e i n an d ma d e a pa r t he r e o f by th i s re f e r e n c e an d sh a l l su p e r s e d e an y ap p a r e n t l y co n ? i c t i n g pr o v i s i o n ot h e r w i s e co n t a i n e d in th i s Ag r e e m e n t . 10 . In gr a n t i n g th e ab o v e au t h o r i z a t i o n , En g l e w o o d re s e r v e s th e ri g h t to ma k e fu l l us e of th e pr o p e r t y in v o l v e d as ma y be ne c e s s a r y or co n v e n i e n t in th e op e r a t i o n of th e wa t e r wo r k s pl a n t an d sy s t e m un d e r th e co n t r o l of En g l e w o o d . IN WI T N E S S WH E R E O F , th e Pa r t i e s he r e t o ha v e ex e c u t e d th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t on th e da y an d ye a r fi r s t wr i t t e n ab o v e . CI T Y OF EN G L E W O O D , CO L O R A D O By : AT T E S T : St e p h a n i e Ca r l i l e , Ci t y Cl e r k Page 571 of 972 "uses; .,:5.55écE—EcaSE253BE::aE02:: EBwas38%EB::2:93:553.215:22:c.2545.“38?canEuEOmmm:0.SEEEU x.5:5399:9389:ESas:0‘:2omc<1%mooZEEOmoEEt,.26:u Page 572 of 972 EX H I B I T A LE G A L DE S C R I P T I O N A ST R I P OF LA N D , FO R A WA T E R LI N E CR O S S I N G , SI T U A T E D IN TH E NO R T H W E S T OF TH E SO U T H W E S T QU A R T E R OF SE C T I O N 32 , TO W N S H I P 5 SO U T H , RA N G E 68 WE ST . OF TH E SI X T H PR I N C I P A L ME R I D I A N . CI T Y OF LI T T L E T O N . CO U N T Y OF AR A P A H O E . ST AT EOF CO L O R A D O , BE I N G MO R E PA R T I C U L A R L Y DE S C R I B E D AS FO L L O W S : CO M M E N C I N G AT TH E NO R T H QU A R T E R CO R N E R OF SA I D SE C T I O N 32 , BE I N G M ON U ME NT ED BY A FO U N D 3- 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D T5 8 R6 8 W 1/ 4 82 9 / 5 3 2 20 0 0 PL S 13 1 5 5 . IN A RA N G E BO X , FR O M WH I C H TH E NO R T H W E S T CO R N E R OF SA I D SE C T I O N 32 , BE I N G MO N U M E N T E D BY A FO U N D 3- 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D CO L O DE P T OF TR A N S P O R T A T I O N T5 3 R6 8 W S3 0 / 5 2 9 1 8 3 1 / 8 3 2 PL S 25 3 8 4 , BE A R S SO U T H 89 ° 2 9 ' 2 7 “ WE S T . A DI S T A N C E OF 26 2 6 . 1 4 FE E T , WI T H AL L BE A R I N G S CO N T A I N E D HE R E I N BE I N G RE L AT I V E TH E R E T O : TH E N C E SO U T H 26 ° 4 3 ' 2 8 " WE S T . A DI S T A N C E OF 30 8 7 . 0 2 FE E T . TO TH E NO R T H E R L Y LI N E OFA PR O P O S E D CI T Y OF EN G L E W O O D EA S E M E N T , AN D TH E PO I N T OF BE G I N N I N G ; TH E N C E OV E R . UN D E R . AN D AC R O S S . SA I D EA S E M E N T . SO U T H 17 “ 2 0 ‘ 1 3 " WE S T , A OF 21 . 7 8 FE E T , TO TH E SO U T H E R L Y LI N E OF SA I D EA S E M E N T . AN D TH E PO I N T OF TE R MI N US . TH E LI N E A L UN I T US E D IN TH E PR E P A R A T I O N OF TH I S LE G A L DE S C R I P T I O N IS TH E SU R V E Y FO O T AS DE F I N E D BY TH E UN I T E D ST A T E S DE P A R T M E N T OF CO M M E R C E . NA T I O N A L IN S T IT U TE OF ST A N D A R D S AN D TE C H N O L O G Y . I, JE A N P. HA L P I N . A SU R V E Y O R LI C E N S E D IN TH E ST A T E OF CO L O R A D O , DO HE R E BY CE R T I F Y TH A T TH E AB O V E LE G A L DE S C R I P T I O N AN D AT T A C H E D EX H I B I T WE R E PR E P A R E D BYME OR UN D E R MY DI R E C T SU P E R V I S I O N AN D CH E C K I N G . JE A N P. HA L P I N , PL S 38 4 7 4 FO R AN D ON BE H A L F OF WE S T W O O D PR O F E S S I O N A L SE R V I C E S , IN C 1 03 3 3 E. DR Y CR E E K RO A D . SU I T E 40 0 EN G L E W O O D . CO 80 1 12 N: \ P r o j e c l $ \ 3 0 3 2 5 6 0 1 Sa n t a Fe Pa r k \ c A D \ 5 q u y \ L e g a I s \ L i c e n s e Ag r e e m e m s \ s u b m m s | 57 2 6 7 2 0 2 4 \ S s n l a Fe Pa r k —TE A L WA T E R XI N G c JP H J S Q C X Page 573 of 972 EX H I B I T A SH E E T 1 0 F 2 Nw CO R N E R . SE C . 32 PO I N T OF CO M ME NC EM EN T FO U N D 37 1 / 4 " AL U M . CA I = ST A M P E D N. 1/ 4 CSE C . 32 CO L O DE F T OF TR A N S P O R T A T I O N (B A S | S OF BE A R I N G S ) FO U N D 3- 1 / 4 " AL U M . C A PST A M P E D T5 8 . RS B W 53 0 / 5 2 9 1 5 5 1 1 8 3 2 N. LI N E . NW 1/ 4 . SE C T I O N 32 T5 5 Rs a w 1/ 4 52 9 / 5 3 2 PL S 13 1 5 5 " . »\ F' L S 25 3 5 4 58 9 ' 2 9 ' 2 7 " W 26 2 6 . 1 4 ' I NRA N G EBo x / / s 1 7‘ 2 0 ' 1 3" w 21 .7 8 - PO I N T oF BE G I N N I N G u+ o o ,/ F / \ f \ -_ WA T E R SE R V I C E L I N E CR O S S I N G ST A T I O N : 27 . 3 3 . 5 1 PO I N T oF /E L E V A T I O N To p ; 53 6 7. 3 ; /A TE R M I N U S ' // "m m m I WA K F W M W I W E M W W M A M W A E PA R K - mm ~1 1 e r mu m / M m /u + 2 1 . 7 a 7/ / // ,/ * PR O P O S E D , , , J EN G L E W O O D DR A I N LI N E EA S E M E N T I z A su n s : I' c m x m r 5° 25 o 50 OW N E R : TE AN G E L I N E , LL C 5 1 14 0 VI R G I N I A DR . SC A L E FO R T WA S H I N G T O N . PA 19 0 3 4 Th i s Hl u s l r a u o n do c s rm re p r a s a n k n mo n u m e n l e d su r v e y . |k is In t e n d e d on l y \0 da p i c l th e at t a c h e d le g a l de s c r i p h o n . WA T E R SE R V I C E LI N E CR O S S I N G NW 1/ 4 . Sw 1/ 4 SE C . 32 , T5 5 . RS B W . 6T H PM . We s t w o o C| T Y OF LI T T L E T O N _ AR A P A I — I O E CO U N T Y . CO L O R A D O ”3 3 3 ED"$5 7 5 3 3 3 We s K w o o d p s . z a m EN G L E W O O D,co so n z SC A L E : 1 =5 0 ' [ BY : AT M I ow n : JP H [ DA T E : 3/ 2 7 / 2 0 2 4 We s l w o u d pr a I e s s I o n a I S e w I c e s , In z TE L : 72 0 . 4 3 2 . 9 5 2 6 Page 574 of 972 EX H I B I T A SH E E T Z O F Z 53 8 0 53 8 0 WA T E R SE R V I C E LI N E ST A 27 + 4 0 . 7 4 B. O . P . EL E V 53 7 2 . 6 9 8 53 7 C ! I 16 4 . 0 2 LE 30 " HD F ’ E @ OW N E D AN D MA I N T A I N E D BY EN G L E W O O D 53 6 0 53 8 0 Wa m s c r s ‘ a m e SA N ' I A mm w s u a m m u c z m m w s m m s u a u m n mm m A FE PA R K - um m m u z m c m r a m v z ar m 27 + 0 0 28 + O O 28 + 5 0 PR O F I L E : 30 IN C H DR A I N LI N E ST A : 27 1 ' 0 0 4 3 0 TO 28 + 5 0 . 0 0 HO R I Z O N T A L : 1" 50 ' VE R T I C A L : 1 ~ 5 OW N E R : 5‘ ] 25 5° TE AN G E L I N E . LL C E 1 14 0 VI R G I N I A DR . SC A L E : 1“ 50 ' FO R T WA S H I N G T O N . PA 19 0 3 4 We il l u s ‘ r a k i o n do e s no t re p r e s e n t a mo n u m a n l e d su r v o y . It is im e n d e d on l y to de p i c t kh e cr u n c h e d le g a l de s c r i p t i o n . WA T E R SE R V I C E LI N E CR O S S I N G NW 1/ 4 , SW 1/ 4 SE C . 32 , T5 8 , RG B W . 6T H P. M . we s t m o d C‘ T Y OF L' T T L E T O N 10 3 3 3 Enm r a n E K no . AR A P A H O E CO U N T Y . CO L O R A D O SU r V E ‘ O O wm o o d p l m EN G L E WO D D ,cono n : SC A L E : 1" : 50 ' [ BY : AT M | CK ' D : JP H | DA T E . 8/ 2 6 / 2 0 2 4 WM ml s a n m l n c . 1E L ~ 12 1 1 4 9 2 3 5 1 6 Page 575 of 972 Ei ? v ? le w o o d pn o c u n z u s u r DI V I S I O N MC L E L J I I A N DR A I N LI N E CI { O S S I N G AN D LI C E N S E AG R E E M I C N ' I ‘ (S an ta Fe Pa r k l) e v e l o p l n c n t , Cr o s s i n g #2 3 e 6” Fi r e Se r v i c e Li n e ) TH I S LI C E N S E AG R E E M E N T , (" L i c e n s e " ) ma d e an d en t e r e d in t o as th e by an d be t w e e n th e CI T Y or EN G L E W O O D , a mu n i c i p a l co r p o l d on of Co l o r a d o , he r e i n a f t e r re f e r r e d to as “E n g l c w o o d ” or “C i t y " , an d T B AN G E L I N E LL C , a De l a w a r e li m i t e d li a b i l i t y co m p a n y , he r e i n a f t e r re f e r r e d to “L i c e n s e e . " WI T N E S S E T H Th e Ci t y , wi t h o u t an y wa r r a n t y of it s ti t l e or in t e r e s t wh a t s o e v e r , he r e b y au t h o r i z e s Li c e n s e e , it s su c c e s s o r or as s i g n s , to in s t a l l a 6” ?r e se r v i c e li n e in an un d e r g r o u n d bo r e be l o w an d ac r o s s th e Ci t y ’ s ri g h t — o f — w a y fo r th e Mc L e l l a n Dr a i n Li n e , de s c r i b e d as a pa r c e l of la n d si t u a t e d in NW 1/ 4 , SW 1 / 4 of S3 2 m TS S 7 R6 R W , P. M ., Ci t y of Li t t l e t o n , Co u n t y of Ar a p a h o e , St a t e of Co l o r a d o de s c r i b e d as fo l l o w s : De s c r i b e d in Ex h i b i t A, at t a c h e d he r e t o . Th e ab o v e - d e s c r i b e d pa r c e l co n t a i n s 16 0 sq u a r e fe e t , mo r e or le s s . 1. An y co n s t r u c t i o n co n t e m p l a t e d or pe r f o r m e d un d e r th i s Li c e n s e sh a l l co m pl y wi t h an d co n f o n n to st a n d a r d s fo r i r i u l a t e d by th e Di r e c t o r of Ut i l i t i e s of th e Ci t y a n dsu c h co n s t r u c t i o n sh a l l be pe r f o r n n e d an d co m p l e t e d ac c o r d i n g to th e pl a n s ap p r o v e d th e Ci t y . 2. Li c e n s e e sh a l l no t i f y th e Ci t y ’ s Di r e c t o r of Ut i l i es or De s i g n e c at le a s t (3 ) da y s pr i o r to th e ti m e of co m m e n c e m e n t of th e co n s t r u c t i o n of , or an y re p a i r s ma de to , Li c e n s e ‘5 6” ?r e se r v i c e li n e an d as s o c i a t e d fa c i l i t i e s so th a t th e Ci t y nn a y , in it s di s c r e t i o n , in s p e c t su c h op e r a t i o n s . Wi t h th e ex c e p t i o n of an em e r g e n c y re p a i r , Li c e n s e e wi l l no t i f y th e Ci t y wi t h i n 48 ho u r s of th e re p a i r wo r k . 3, Wi t h i n th i r t y (3 0 ) da y s fr o m th e da t e of th e co m m e n c e m e n t of co n s t r u c t i o n of sa i d bo r i n g an d in s t a l l a t i o n of th e 6” ?r e se r v i c e li n e , th e Li c e n s e e sh a l l co m p l e t e su c h co n s t r u c t i o n , sh a l l cl e a r th e cr o s s i n g ar e a of al l Co n s t r u c t i o n de b r i s an d re s t o r e th e ar e a to it s co n d i t i o n im m e d i a t e l y pr e c e d i n g Li c e n s e e ' s co n s t r u c t i o n s as ne a r l y as ma y be re a s o n a b l e , re a s o n a b l e we a r an d te a r ex c e p t e d . In th e ev e n t th e cl e a r i n g an d re s t o ra t i o n of th e cr o s s i n g ar e a is no t co m p l e t e d wi t h i n th e ti l n c sp e c i ? e d , Ci t y ma y co m p l e t e th e wo r k at th e so l e ex p e n s e of Li c e n s e e . 4. Ci t y sh a l l ha v e th e ri g h t to ma i n t a i n , in s t a l l , re p a i r , re m o v e or re l o c a t e th e Mc L e l l a n Dr a i n Li n e or an y ot h e r of it s fa c i l i t i e s or in s t a l l a t i o n s wi t h i n Ci t y ’ s ri gh ts - 0f — wa y at an y ti m e an d in sn c h ma n n e r as Ci t y de e m s ne c e s s a r y or co n v e n i e n t . Th e Ci ty Page 576 of 972 re s e r v e s th e ex c l u s i v e ri g h t to co n t r o l al l ea s e m e n t s an d in s t a l l a t i o n s . In th e ev e n t th e Li c e n s e e sh o u l d in t e r f e r e wi t h an y fu t u r e us e of th e Ci t y ’ s ri g h t s — o f — w a y by th e Ci t y , th e Li c e n s e e sh a l l , up o n re q u e s t an d at it s so l e ex p e n s e , re l o c a t e , re a r r a n g e , or re m o v e it s in s t a l l a t i o n s so as no t to in t e r f e r e wi t h an y su c h us e . 5. An y re p a i r or re p l a c e m e n t of an y Ci t y in s t a l l a t i o n ma d e ne c e s s a r y , in th e re a s o n a b l e op i n i o n of th e Ci t y ’ s Di r e c t o r of Ut i l i t i e s or De s i g n e e be c a u s e of th e co n s t r u c t i o n of th e Li c e n s e e ’ s co n d u i t or ot h e r ap p u r t e n a n t in s t a l l a t i o n th e r e o f , sh a l l be ma d e at th e so l e ex p e n s e of th e Li c e n s e e . 6. Th e st i p u l a t i o n s an d co n d i t i o n s of th i s Li c e n s e sh a l l be in c o r p o r a t e d in t o co n t r a c t sp e c i ? c a t i o n s if th e co n s t r u c t i o n he r e i n au t h o r i z e d is to be do n e on a co n t r a c t ba s i s . 7. Th e ri g h t s an d pr i v i l e g e s gr a n t e d in th i s Li c e n s e sh a l l be su b j e c t to pr i o r ag r e e m e n t s , li c e n s e s an d / o r gr a n t s , re c o r d e d or un r e c o r d e d , ap p l i c a b l e to th e pa r c e l de s c r i b e d in Ex h i b i t A, an d it sh a l l be Li c e n s e e ’ s so l e re s p o n s i b i l i t y to de t e r m i n e th e ex i s t e n c e of sa i d do c u m e n t s or co n ? i c t i n g us e s or in s t a l l a t i o n s . 8. Li c e n s e e sh a l l co n t a c t an d fu l l y co o p e r a t e wi t h Ci t y ’ s pe r s o n n e l , an d th e co n s t r u c t i o n sh a l l be co m p l e t e d wi t h o u t in t e r f e r e n c e wi t h an y la w f u l , us u a l or or d i n a r y ?o w of wa t e r th r o u g h th e Mc L e l l a n Dr a i n Li n e . 9. Al l tr e n c h e s or ho l e s wi t h i n Ci t y ’ s ri g h t s — o f — w a y di s t u r b e d by Li c e n s e e sh a l l be ba c k f i l l e d an d ta m p e d to th e or i g i n a l gr o u n d li n e in la y e r s no t to ex c e e d si x (6 ) in c h e s lo o s e me a s u r e to a co m p a c t i o n of ni n e t y pe r c e n t (9 0 % ) St a n d a r d Pr o c t o r Ma x i m u m De n s i t y . 10 . Li c e n s e e sh a l l ma i n t a i n a mi n i m u m of 2 fe e t ve r t i c a l cl e a r a n c e to th e Mc L e l l a n Dr a i n Li n e pi p e . An y bo r e pi t ex c a v a t i o n sh a l l ma i n t a i n a mi n i m u m of 10 fe e t ho r i z o n t a l cl e a r a n c e fr o m th e Mc L e l l a n Dr a i n Li n e . 11 . Ex c e p t to th e ex t e n t ca u s e d by th e gr o s s ne g l i g e n c e or wi l l f u l mi s c o n d u c t of th e Ci t y , Li c e n s e e sh a l l in d e m n i f y an d sa v e ha r m l e s s th e Ci t y , it s of ? c e r s an d em p l o y e e s , ag a i n s t an y an d al l cl a i m s , da m a g e s , ac t i o n s or ca u s e s of ac t i o n an d ex p e n s e s to wh i c h it or th e y ma y be su b j e c t e d to th e ex t e n t ar i s i n g fr o m Li c e n s e e ‘ s co n s t r u c t i o n an d ma i n t e n a n c e of th e 6” ?r e se r v i c e li n e be i n g wi t h i n an d ac r o s s an d un d e r th e pr e m i s e s of th e Ci t y or by re a s o n of an y wo r k do n e or by om i s s i o n ma d e by Li c e n s e e , it s ag e n t s or em p l o y e e s , in co n n e c t i o n wi t h th e co n s t r u c t i o n , re p l a c e m e n t , ma i n t e n a n c e or re p a i r of 12 . It is ex p r e s s l y ag r e e d th a t in ca s e of Li c e n s e e ’ s br e a c h of an y of th e wi t h i n pr o m i s e s , if no t cu r e d wi t h i n 30 da y s af t e r Li c e n s e e ‘ s re c e i p t of wr i t t e n no t i c e of su c h br e a c h , Ci t y ma y , at it s op t i o n , ha v e sp e c i f i c pe r f o r m a n c e th e r e o f , or su e fo r da m a g e s re s u l t i n g fr o m su c h br e a c h . Page 577 of 972 13 . Up o n ab a n d o n m e n t of an y ri g h t or pr i v i l e g e he r e i n gr a n t e d , th e ri g h t of Li c e n s e e to th a t ex t e n t sh a l l te r m i n a t e , bu t it s ob l i g a t i o n to in d e m n i f y an d ho l d ha r m l e s s Ci t y , it s of ? c e r s an d em p l o y e e s , sh a l l no t te r m i n a t e . 14 . Th i s Li c e n s e is ma d e un d e r an d co n f o r m a b l e to th e pr o v i s i o n s of Se c t i o n 4— 1 — 3 — 4 of En g l e w o o d Mu n i c i p a l Co d e , wh i c h pr o v i d e s st a n d a r d co n t r a c t pr o v i s i o n s fo r al l co n t r a c t u a l ag r e e m e n t s wi t h th e Ci t y . In s o f a r as ap p l i c a b l e , th e pr o v i s i o n s of EM C Se c t i o n 4— 1 - 3 — 4 ar e in c o r p o r a t e d he r e i n an d ma d e a pa r t he r e o f by th i s re f e r e n c e an d sh a l l su p e r s e d e an y ap p a r e n t l y co n ? i c t i n g pr o v i s i o n ot h e r w i s e co n t a i n e d in th i s Ag r e e m e n t . 15 . In gr a n t i n g th e ab o v e au t h o r i z a t i o n , Ci t y re s e r v e s th e ri g h t to ma k e fu l l us e of th e pr o p e r t y in v o l v e d as ma y be ne c e s s a r y or co n v e n i e n t in th e op e r a t i o n of th e wa t e r wo r k s pl a n t an d sy s t e m un d e r co n t r o l of Ci t y . IN WI T N E S S WH E R E O F th i s in s t r u m e n t ha s be e n ex e c u t e d by th e pa r t i e s as of th e da y an d ye a r ?r s t ab o v e wr i t t e n by th e si g n a t u r e s of th e i r au t h o r i z e d re p r e s e n t a t i v e s be l o w . CI T Y OF EN G L E W O O D , CO L O R A D O By : Ot h o n i e l Si e r r a , Ma y o r AT T E S T : St e p h a n i e Ca r l i l e , Ci t y Cl e r k Th e un d e r s i g n e d of ? c e r of TB AN G E L I N E LL C ha s re a d th e fo r e g o i n g Li c e n s e an d ag r e e s fo r an d on be h a l f of sa i d Li c e n s e e th a t it wi l l ac c e p t an d wi l l ab i d e by al l th e te r m s an d co n d i t i o n s th e r e o f . Page 578 of 972 532 “8:96E.:.E832 E23.i332 Ea3:23:mm?Zr—LB UV)RSVNwVQ.QIN a.DG‘3SQuinn:3:8 X{\SKEWmo>uu\xNi$52cum—o35:5:9;:Essa:9.535;2: AXLME:335165238 .mmH AV$\V>V\§,sm.5925 Ei?é:g\i VAC‘QV‘2»MK\Im\\hav??é ,_ E.re;MaximwNS‘ :—mZmU?. Page 579 of 972 EX H I B I T A LE G A L DE S C R I P T I O N A ST R I P OF LA N D . FO R A WA T E R LI N E CR O S S I N G , SI T U A T E D IN TH E NO R T H W E S T OF TH E SO U T H W E S T QU A R T E R OF SE C T I O N 32 , TO W N S H I P 5 SO U T H . RA N G E 68 WE ST . OF TH E SI X T H PR I N C I P A L ME R I D I A N , CI T Y OF LI T T L E T O N . CO U N T Y OF AR A P A H O E . ST AT EOF CO L O R A D O , BE I N G MO R E PA R T I C U L A R L Y DE S C R I B E D AS FO L L O W S : CO M M E N C I N G AT TH E NO R T H QU A R T E R CO R N E R OF SA I D SE C T I O N 32 . BE I N G M ON U ME NT ED BY A FO U N D 37 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D T5 S RG B W 1/ 4 SZ Q I S B Z 20 0 0 PL S 13 1 5 5 , IN A RA N G E BO X , FR O M WH I C H TH E NO R T H W E S T CO R N E R OF SA I D SE C T I O N 32 . BE I N G MO N U M E N T E D BY A FO U N D 3- 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D CO L O DE P T OF TR A N S P O R T A T I O N TS S RB S W S3 0 / S 2 9 / S 3 1 / S 3 2 PL S 25 3 8 4 , BE A R S SO U T H 89 ° 2 9 ' 2 7 " WE S T . A DI S T A N C E OF 26 2 6 . 1 4 FE E T , WI T H AL L BE A R I N G S CO N T A I N E D HE R E I N BE I N G RE L AT I V E TH E R E T O ; TH E N C E SO U T H 26 ° 3 0 ' 1 0 " WE S T . A DI S T A N C E OF 30 7 9 . 3 9 FE E T , TO TH E NO R T H E R L Y LI N E OFA PR O P O S E D CI T Y OF EN G L E W O O D EA S E M E N T , AN D TH E PO I N T OF BE G I N N I N G : TH E N C E OV E R . UN D E R . AN D AC R O S S . SA I D EA S E M E N T , SO U T H 17 ° 2 0 ' 1 3 " WE S T . A OF 21 . 7 8 FE E T . TO TH E SO U T H E R L Y LI N E OF SA I D EA S E M E N T . AN D TH E PO I N T OF TE R MI N US . TH E LI N E A L UN I T US E D IN TH E PR E P A R A T I O N OF TH I S LE G A L DE S C R I P T I O N IS TH E SU R V E Y FO O T AS DE F I N E D BY TH E UN I T E D ST A T E S DE P A R T M E N T OF CO M M E R C E , NA T I O N A L IN S T IT U T E OF ST A N D A R D S AN D TE C H N O L O G Y . JE A N P. HA L P I N . A SU R V E Y O R LI C E N S E D IN TH E ST A T E OF CO L O R A D O , DO HE R E BY CE R T I F Y TH A T TH E AB O V E LE G A L DE S C R I P T I O N AN D AT T A C H E D EX H I B I T WE R E PR E P A R E D BYME OR UN D E R MY DI R E C T SU P E R V I S I O N AN D CH E C K I N G . JE A N P. HA L P I N , PL S 38 4 7 4 FO R AN D ON BE H A L F OF WE S T W O O D PR O F E S S I O N A L SE R V I C E S . IN C , 10 3 3 3 E. DR Y CR E E K RO A D . SU I T E 40 0 EN G L E W O O D . CO 80 1 1 2 N: \ P ( o j e c l s \ 3 0 3 2 5 5 0 1 Sa n t a Fe Pa r k \ C A D \ 5 u w e y \ L e g a I s \ L l c e n s e Ag r e e m e n t s \ $ u b m l u a l E» 2 6 7 2 0 2 4 \ S a n ( a Fe Pa rk rT B A LWA T E R XI N G D JP H . d o c > < Page 580 of 972 EX H ' B I T A SH E E T 1 O F 2 Nw CO R N E R , SE C . 32 PO I N T OF C O M M EN CE M EN T FO U N D 37 1 / " AL U M . CA P ST A M P E D N. 1/ 4 C O R N E R SE C . 32 CO L O DE P T OF TR A N S P O R T A T I O N (B A S | S OF BE A R I N G S ) FO U N D 3- 1 / 4 " AL U M . C AF 'ST A M P E D T5 5 , RS B W s3 o I S 2 9 1 5 3 1 / s s 2 N, LI N E , NW 1 4, SE C T I O N 32 T5 5 Ra a w 1/ 4 52 5 / 3 3 2 PL S 13 1 5 5 ' x \ PL S 25 3 8 4 88 9 ' 2 9 ‘ 2 7 ‘ W 26 2 6 . 1 4 ' lNRA N G EBO X PR O P O S E D EN G L E W O O D DR A I N LI N E EA S E M E N T s1 7‘ 2 0 ‘ 1 3" w BE G I N N I N G oo o o WA T E R SE R V I C E LI N E' CR O S S I N G ST A T I O N : 27 +3 3 . 5 1 EL E V A T I O N T. O . P 5g 6 7 3 7 / PO I N T OF , TE R M I N u s u¢ 2 1 . 1 a KE Y MA P sc n z - I' E Z O O D ' 50 25 O 50 OW N E R : TB AN G E L I N E , LL C E = : i 1 14 0 VI R G I N I A DR . SC A L E 1 FO R T WA S H I N G T O N . PA 19 0 3 4 Th i s iu u s x m u o n do g s no t re p r e s e n t a mo n u m e n k e d su r v e y . II is In t e n d a d un | y lo da p i c t th e qu a c h e d le g a l dc s c n ' p l i o n . WA T E R SE R V I C E CR O S S I N G NW 1/ 4 . sw 1, 4 SE C . 32 , T5 5 . Re a w , am pm . We s t w o od CI T Y OF LI T T L E T O N '— AR A P A H O E CO U N T Y , CO L O R A D O 10 3 3 3 E0* “25 5 5 3 3 5 We s a n a d p s . c o m EN G L E W OD D ,co so n : SC A L E : 1" : 50 ' | 5v : AT M [ CK ‘ D : JP H | DA T E : 3/ 2 7 / 2 0 2 4 We s t w u u d Pr u f e s s l o n a l S e W i C E s , l n c . TE L : 72 0 . 4 3 2 . 5 5 2 5 Page 581 of 972 EX H I B I T A SH E E T 1 O F 2 53 8 0 53 8 0 PR O P O S E D GR A D E @ PI P E CE N T E R L I N E EX I s T w N G GR O U N D @ PI P E CE N T E R L I N E 53 7 0 6" FI R E LI N E CR O S S I N G WA T E R LI N E T. o . I = . : 53 6 9 . 9 1 16 4 . 0 2 LP 30 " HD P E @ 0. 4 9 % OW N E D AN D MA I N T A I N E D Ev EN G L E W O O D 22 7 . 4 9 LP 30 " HD P E @2. 2 5 % OW N E D AN D MA I N T A I N E D Ev E N G LE W O O D 53 6 0 53 6 0 NJ W W E C V W I WI F E PA W L A V M W L E G M S ‘ U C B I S E A E R E E M E I W S U E M M A L o - W I M W FE Pw - I w c a s m n m z m - 0MG wa . Im m 27 + 0 0 28 + O O 28 + 5 0 PR O F I L E : 30 IN C H DR A I N LI N E (1 ) ST A : 27 + 0 0 . 0 0 TO 28 + 5 0 . 0 0 HO R I Z O N T A L 1 = 50 ‘ VE R T I C A L : 1" E 5' OW N E R . 50 25 o 50 TB AN G E L I N E LL C 2: 11 4 0 VI R G I N I A DR . SC A L E . 50 ' FO R T WA S H I N G T O N . PA 19 0 3 4 Th i s il I u s k r a l i o n do e s no t re p r a s e n k a mo n u m e n t s d su r v e y . It is in t e n d e d on l y In de p i c t th e at t a c h e d le g a l de s c r i p t i o n . WA T E R SE R V I C E CR O S S I N G NW 1, 4 , SW 1, 4 35 0 . 3 1 % , R6 8 W . 6 T H FM . We s t w o o d CI T Y OF LI T T L E T O N 10 3 3 3 :DR Y CR E E K RD . AR A F ’ A H O E CO U N T Y , CO L O R A D O SU I T E 40 0 Wa s t w u u d p m e m EN G L E w oo D ,coaa n z SC A L E : 1" = 50 ‘ l BY . AT M | CK ' D : JP H | DA T E : 8/ 2 7 / 2 0 2 4 Wa s t w u a d vr o i e s s l o n a I S e M u s , I n c . TE L : 72 0 1 5 2 3 5 2 5 Page 582 of 972 EF i ? le w o o d PR O C U R E M E N T DI V I S I O N MC L E L L A N l) R A l N LI N E TE M P O R A R Y CO N S T R U C T I O N EA S E M NT (S a n t aFe Pa r k De v e l o p m e n t , Cr o s s i n g #2 3 — 6” Fi r e Se r v i c e Li n e ) Th i s Mc L e l l a n Dr a i n Li n e Te m p o r a r y Co n s t r u c t i o n Ea s e l n e n t (" T e m p o r a r y E a s e is en t e r e d in t o th i s , by an d be t w e e n th e Ci t y of E n g l e Co l o r a d o , a mu n i c i p a l co r p o r a t i o n of t h e St a t e of C o l o r a d o (” G r a n t o r " ) , an d TB AN G E L I NE LL C , a De l a w a r e li m i t e d li a b i l i t y co m p a n y (" G r a n t e e " ) . Th e s e en t i t i e s ma y be in d i v i d u a l l y re f e rr e d to as th e “P a r t y " or co l l e c t i v e l y re f e r r e d to as th e “P a r t i e s ? WH E R E A S , th e Ci t y of En g l e w o o d ow n s a Ri g h t — o f — W a y fo r th e Mc L e l l a n Li n e , a re s e r v o i r dr a i n li n e , wh i c h is lo c a t e d as de s c r i b e d in Ex h i b i t A, at t a c h e d he r e t o . Wl ' l E R E A S , th e Gr a n t e e de s i r e s to in s t a l l a 6” ?r e Se r v i c e li n e by un d e r g r o u n d bo r ebe l o w an d ac r o s s th e Mc L e l l a n Dr a i n Li n e ri g h t — o f — w a y , pu r s u a n t to a li c e n s e be t w e e n th e NO W TH E R E F O R E , in co n s i d e r a t i o n of th e mu t u a l co v e n a n t s of th e mo r e pa r t i c u l a r l y he r e i n a f t e r se t fo r t h , th e ad e q u a c y an d su f ? c i e n c y of wh i c h ar e he r e b y ac kn ow le d ge d, it is ag r e e d as fo l l o w s : l. Te r n g o r a r y Co n s t r u c t i o n Ea s e m e n t . En g l e w o o d , as Gr a n t o r , he r e b y gr a n t s to Gr a n t e e , it s su c c e s s o r s , as s i g n s , co n t r a c t o r s , an d su b — c o n t r a c t o r s , a no n — e x c l u s i v e te m p or a r y co n s t r u c t i o n ea s e m e n t th r o u g h , ov e r , un d e r an d ac r o s s th e Mc L e l l a n Dr a i n Li n e Ri g h t - of —Wa y fo r th e in s t a l l a t i o n , re p a i r or re p l a c e m e n t of Gr a n t e e ’ s 6” fi r e se r v i c e li n e pu r s u a n t taLi c e n s e Ag r e e m e n t (t h e “P i - o j e c t " ) . 2. Te r l ‘ n of Ea s e m e n t . Th e Pr o j e c t wi l l be g i n no so o n e r th a n 1/ 0 2 / 2 0 2 5 an dwi l l be Co m p l e t e d no la t e r th a n 09 / 0 2 / 2 0 2 5 (0 1 ‘ Wi t h i n ei g h t (8 ) mo n t h s ) of th i s ea s e m e n t ag r e e me n t be i n g ex e c u t e d . Co m p l e t i o n of th e Pr o j e c t wi l l be de e l n e d to ha v e oc c u r r e d up o n th e in sp ec ti o n an d ap p r o v a l or th e Pr o j e c t by Gr a n t o r an d th i s Te r n p o r a r y Ea s e n n e n t wi l l be de e m ed toha v e te r m i n a t e d up o n su c h co m p l e t i o n l 3. Ac c e s s . Gr a n t e e sh a l l ha v e th e te n - l p o r a r y no n — e x c l u s i v e ri g h t to en t e r Mc L e l la n Dr a i n Li n c Ri g l l t s o f — W a y fo r an y re a s o n a b l e pu r p o s e ne c e s s a r y or pr u d e n t fo r th e co ns t ru ct i on of th e Pr o j ec t su b j e c t to th e fo l l o w i n g re s t r i c t i o n s : 1) no r m a l Wo r k i n g ho u r s sh a l l be co ns i st e nt wi t h Co l o r a d o De p a r t m e n t of Tr a n s p o r t a t i o n or Ci t y of En g l e w o o d co n s t r u c t i o n ho u rs , Mo n d a y th r o u g h Fr i d a y an d 2) th e op e r a t i o n of eq u i p m e n t an d he a v y tr u c k s wi l l be pe r m i tt e d on th e En g l e w o o d Mc L e l l a n Dr a i n Li n e Ri g h t — o f — W a y on l y du r i n g no r m a l wo r k i n g ho u r s . 4. Re s t o r a t i o n , Up o n th e co m p l e t i o n of th e Pr o j e c t , G an t e c wi l l su c h re s t o r a t i o n an d re g r a d i n g as is ne c e s s a r y or pr u d e n t to re s t o r e th e su r ce ar e a of Mc L e ll a n ID I ‘ a i n Li n e li i g h t — o f - W a y to it s or i g i n a l co n d i t i o n il n i n e d i a t e l y pr e c e d i n g Gr a n t e e ' s re a s o n a b l e we a r an d te a r ex c e p t e d . Page 583 of 972 5. In d e m n i ? c a t i o n . Ex c e p t to th e ex t e n t ar i s i n g fr o m th e gr o s s ne g l i g e n c e or wi l l f u l mi s c o n d u c t of Gr a n t o r , it s em p l o y e e s , te n a n t s , or gu e s t s , Gr a n t e e , to th e ex t e n t pe r m i t t e d by th e la w s an d co n s t i t u t i o n of th e St a t e of Co l o r a d o , he r e b y ag r e e s to in d e m n i f y an d ho l d ha r m l e s s th e Ci t y of En g l e w o o d , it s em p l o y e e s , te n a n t s , an d gu e s t s fr o m an y an d al l th i r d pa r t y cl a i m s , ca u s e s of ac t i o n , an d li a b i l i t y wh i c h ma y oc c u r to th e ex t e n t ar i s i n g fr o m th e ne g l i g e n t or wr o n g f u l ac t s of Gr a n t e e in th e co n s t r u c t i o n of th e Pr o j e c t , in c l u d i n g th e co s t of de f e n d i n g su c h cl a i m s . 6. Li a b i l i t y . Gr a n t e e he r e b y ac k n o w l e d g e s th a t it un d e r s t a n d s th a t th e r e is wa t e r fl o w in th e Mc L e l l a n Dr a i n Li n e an d th a t it wi l l as s u m e li a b i l i t y fo r an y da m a g e to ad j o i n i n g pr o p e r t y ca u s e d by wa t e r ?o w re s u l t i n g fr o m da m a g e to th e Mc L e l l a n Dr a i n Li n e ca u s e d by th e Gr a n t e e ' s co n s t r u c t i o n ac t i v i t i e s . 7. In s u r a n c e . Gr a n t e e sh a l l ma i n t a i n in fu l l fo r c e an d ef f e c t a va l i d po l i c y of in s u r a n c e fo r th e Pr o j e c t in th e am o u n t of $1 , 0 0 0 , 0 0 0 . 0 0 pr o p e r t y co v e r a g e an d $1 , 0 0 0 , 0 0 0 . 0 0 li a b i l i t y co v e r a g e . Gr a n t e e fu r t h e r ag r e e s th a t al l it s em p l o y e e s , co n t r a c t o r s , an d su b — c o n t r a c t o r s wo r k i n g on th e Pr o j e c t sh a l l be co v e r e d by ad e q u a t e Wo r k e r s Co m p e n s a t i o n In s u r a n c e . 8. As s i g n m e n t . Th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t is as s i g n a b l e on l y wi t h th e wr i t t e n pe r m i s s i o n of th e Ci t y of En g l e w o o d , wh i c h pe r m i s s i o n wi l l no t be un r e a s o n a b l y wi t h h e l d , co n d i t i o n e d or de l a y e d . 9. Th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t is ma d e un d e r an d co n f o r m a b l e to th e pr o v i s i o n s of Se c t i o n 4- 1 — 3 - 4 of En g l e w o o d Mu n i c i p a l Co d e , wh i c h pr o v i d e s st a n d a r d co n t r a c t pr o v i s i o n s fo r al l co n t r a c t u a l ag r e e m e n t s wi t h Gr a n t o r . In s o f a r as ap p l i c a b l e , th e pr o v i s i o n s of EM C Se c t i o n 4- 1 — 3 — 4 ar e in c o r p o r a t e d he r e i n an d ma d e a pa r t he r e o f by th i s re f e r e n c e an d sh a l l su p e r s e d e an y ap p a r e n t l y co n ? i c t i n g pr o v i s i o n ot h e r w i s e co n t a i n e d in th i s Ag r e e m e n t . 10 . In gr a n t i n g th e ab o v e au t h o r i z a t i o n , En g l e w o o d re s e r v e s th e ri g h t to ma k e fu l l us e of th e pr o p e r t y in v o l v e d as ma y be ne c e s s a r y or co n v e n i e n t in th e op e r a t i o n of th e wa t e r wo r k s pl a n t an d sy s t e m un d e r th e co n t r o l of En g l e w o o d . IN WI T N E S S WH E R E O F , th e Pa r t i e s he r e t o ha v e ex e c u t e d th i s Te m p o r a r y Co n s t r u c t i o n Ea s e m e n t on th e da y an d ye a r fi r s t wr i t t e n ab o v e . CI T Y OF EN G L E W O O D , CO L O R A D O By : Ot h o n i e l Si e r r a , Ma y o r St e p h a n i e Ca r l i l e , Ci t y Cl e r k Page 584 of 972 ..t Jango:1on:0E__ Q:2:mc<a.3255: Page 585 of 972 EX H I B I T A LE G A L DE S C R I P T I O N A ST R I P OF LA N D , FO R A WA T E R LI N E CR O S S I N G , SI T U A T E D IN TH E NO R T H W E S T OF TH E SO U T H W E S T QU A R T E R OF SE C T I O N 32 , TO W N S H I P 5 SO U T H , RA N G E 68 WE ST , OF TH E SI X T H PR I N C I P A L ME R I D I A N , CI T Y OF LI T T L E T O N . CO U N T Y OF AR A P A H O E . ST AT EOF CO L O R A D O , BE I N G MO R E PA R T I C U L A R L Y DE S C R I B E D AS FO L L O W S : CO M M E N C I N G AT TH E NO R T H QU A R T E R CO R N E R OF SA I D SE C T I O N 32 , BE I N G MO NU ME NT ED BY A FO U N D 3— 1 / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D T5 5 RG S W 1/ 4 82 9 / 3 3 2 20 0 0 PL S 13 1 5 5 , IN A RA N G E BO X , FR O M WH I C H TH E NO R T H W E S T CO R N E R OF SA I D SE C T I O N 32 , BE I N G MO N U M E N T E D BY A FO U N D 3» ‘ I / 4 IN C H DI A M E T E R AL U M I N U M CA P ST A M P E D CO L O DE P T OF TR A N S P O R T A T I O N TS S RS B W SB O / S Z Q I S E S ‘ I / S B Z PL S 25 3 8 4 , BE A R S SO U T H 88 " 2 9 ‘ 2 7 “ WE S T , A DI S T A N C E OF 26 2 6 . 1 4 FE E T . WI T H AL L BE A R I N G S CO N T A I N E D HE R E I N BE I N G RE L AT I V E TH E R E T O : TH E N C E SO U T H 26 “ 3 0 ' 1 0 " WE S T , A DI S T A N C E OF 30 7 9 . 3 9 FE E T , TO TH E NO R T H E R L Y LI N E OFA PR O P O S E D CI T Y OF EN G L E W O O D EA S E M E N T , AN D TH E PO I N T OF BE G I N N I N G : TH E N C E OV E R , UN D E R , AN D AC R O S S , SA I D EA S E M E N T I SO U T H 17 ° 2 0 ' 1 3 " WE S T . A OF 21 . 7 8 FE E T , TO TH E SO U T H E R L Y LI N E OF SA I D EA S E M E N T . AN D TH E PO I N T OF TE R M IN U S . TH E LI N E A L UN I T US E D IN TH E PR E P A R A T I O N OF TH I S LE G A L DE S C R I P T I O N IS TH E SU R V E Y FO O T AS DE F I N E D BY TH E UN I T E D ST A T E S DE P A R T M E N T OF CO M M E R C E , NA T I O N A L IN S TI T UT E OF ST A N D A R D S AN D TE C H N O L O G Y . I. JE A N P. HA L P I N . A SU R V E Y O R LI C E N S E D IN TH E ST A T E OF CO L O R A D O , DO HE R E B Y CE R T I F Y TH A T TH E AB O V E LE G A L DE S C R I P T I O N AN D AT T A C H E D EX H I B I T WE R E PR E P A R E D BYME OR UN D E R MY DI R E C T SU P E R V I S I O N AN D CH E C K I N G . JE A N P, HA L P I N , PL S 38 4 7 4 FO R AN D ON BE H A L F OF WE S T W O O D PR O F E S S I O N A L SE R V I C E S , IN C . 10 3 3 3 E. DR Y CR E E K RO A D . SU I T E 40 0 EN G L E W O O D . CO 80 1 12 N: \ i j e m s \ 3 0 3 2 5 6 0 1 Sa r u a Fe Pa r k \ C A D \ S u r V e y \ L e g a I s \ L i c e n s e Ag r e e m e m s \ s u b m m a l 8- 2 6 — 2 0 2 4 \ S a h l a Fe Pa r k -TE A LWA T E R XI N G D JP H . d o c x Page 586 of 972 EX H I B I T A SH E E T 1 O F 2 PO I N T OF ,T E R M I N u s NW CO R N E R , SE C . 32 PO I N T OF CO M M EN CE M EN T FO U N D 3. 1 / 4 " AL U M . CA F ' ST A M P E D N. 1/ 4 SE c . 32 CO L O DE P T OF TR A N S P O R T A T I O N (B A S I S 0F EE A R I N G S ) FO U N D 37 1 / 4 " A L U M . C AP ST A M P E D T5 S , RE B W 53 0 1 5 2 9 1 8 3 1 / 5 3 2 N. LI N E . NW 11 4 , SE C T I O N 32 T5 S RS B W 1/ 4 S2 9 / S 3 2 FL S 13 1 5 5 " . FL S 25 3 5 4 sa g - 2 9 - z r - w 26 2 5 . 1 4 - a \ E: g X 2 SS 0 ; — . 6: } *1 ? » g ') . ; \ l $9 r2 } 1 1 / ‘? <9 \ E \ PR O P O S E D \ EN G L E W O O D DR A I N LI N E \ \ \ EA S E M E N T g / ‘ .I E \ g ‘5 \\ Q A g 47 ; : s1 7 - 2 0 - 1 x - w ‘ 4? #3 ; \ 21 . 7 8 " E [L S / g ? BE G I N N I N G . o+ n o 4 3g «3 a. » .. / .. \ g . 7 . . WA T E R SE R V I C E LI NE '>< 3 . . o .. . CR O S S I N G g ' ST A T I O N : 27 + 3 3 , 5 1 g / EL E V A T I O N T. o . 36 7 . 3 7 K E ag 06 2 1 . 7 3 // / l/ \ z / A SC A L E . 1- - 2 l m n ' 50 25 o 50 OW N E R : E TB AN G E L I N E . LL O 7 , 11 4 0 VI R G I N I A DR . SC A L 50 FO R T WA S H I N G T O N , PA 19 0 3 4 Th i s il l u s t r a t i o n do g s nu ! re p r e s e n t a mu n u m a n k e d Su r v e y . It is in t e n d e d on l y lo «p a c t th e at t a c h e d le g a l de s c r i p t i o n . WA T E R SE R V I C E CR O S S I N G NW 1/ 4 , SW 1, 4 SE C . 32 , T5 5 , Re a w . 6T H RM . We s t w o o d CI T Y OF LI T T L E T O N 10 3 3 5 aan y CR E E K RD . AR A P A H O E CO U N T Y . CO L O R A D O SU I T E 40 0 we s l w o o u p s r o m EN G L E W OD D ,co 80 1 1 2 SC A L E : 1" =5 0 ' BY : AT M [ CK ' D : JP H I DA T E : 8/ 2 7 / 2 0 2 4 We s r w u o d Pr o f e s s i o n a l s : r v i z z § , l n ( . TE L : 72 0 . 4 3 2 . 2 5 2 5 Page 587 of 972 EX H I B I T A 53 8 0 PR O P O S E D GR A D E @ F| P E CE N T E R L I N E EX I S T I N G GR O U N D @ F' I F ' E CE N T E R L I N E 53 7 0 6“ FI R E LI N E CR O S S I N G WA T E R LI N E T. o . P . = 53 6 9 9 1 16 4 . 0 2 LF 30 " HD P E @ o 49 % OW N E D AN D MA I N T A I N E D BY EN G L E W O O D SH E E T 1OF 2 53 8 0 53 7 0 22 7 . 4 9 L P30 " HD P E @22 5 % OW N E D AN DMA I N T A I N E D BY EN GL EW OO D MW E C M O I M I ww w m m a m m s w c m m r e m a m w w u b? t h A X E P f - R K - U C E K S E A M E M ? n - D W B I J W N J ' Z I l 53 6 0 53 6 0 27 + o o 28 + O O 28 + 5 0 PR O F I L E : 30 IN C H DR A I N LI N E (1 ) ST A : 27 + 0 0 . 0 0 TO 28 + 5 0 . 0 0 HO R I Z O N T A L 1 50 ' VE R T I C A L : 1“ 5' OW N E R : 50 25 50 TB AN G E L I N E . LL C 2: 1 14 0 VI R G I N I A DR . SC A L E : 1 so - FO R T WA S H I N G T O N . PA 19 0 3 4 Th i s il I u s l r u l I o n do l s no \ re p r e s e n t a mo n u m e n l e d Su r v e y . I! is in l e n d e d on l y to de p i c t lh e uu u c h c d la g u l dg s c r i p l i o n . WA T E R SE R V I C E CR O S S I N G NW 1/ 4 . SW 1/ 4 SE C . 32 , T5 5 , RG S W , 6T H P. M . CI T Y OF LI T T L E T O N AR A P A H O E CO U N T Y . CO L O R A D O la v : AT M | CK ' D . JP H | DA T E : 3/ 2 7 / 2 0 2 4 SC A L E : 1 " 50 ' We s t w o o d 10 3 3 3 Ean y CR E E K RD . su n - z ao o EN G L EW O O D,CD30 1 1 2 TE L : 72 0 . 4 3 2 . 9 5 2 5 We s t w a u d p s . c o m WE s l w o a d Pr a f a s s v o n a l Se n / I c e s . I n : Page 588 of 972 Drain Line Agreements and Easements for Santa Fe Park Development Presented By Englewood Utilities and South Platte Renew Director, Pieter Van Ry Utilities Deputy Director –Business Solutions and Engineering, Sarah Stone Pa g e 5 8 9 o f 9 7 2 Background -River Park and Santa Fe Park Developments Pa g e 5 9 0 o f 9 7 2 Background -City Ditch –Santa Fe Park Crossings •City Ditch relocated and piped Fall 2023 •Water and Sewer Board actions August 13, 2024 •Two water crossings with Southwest Metropolitan Water and Sanitation District •One electric crossing with Xcel Energy •Easement agreement with TB Angeline LLC Pa g e 5 9 1 o f 9 7 2 Background -City Ditch –River Park Crossings •City Ditch to be relocated and piped Fall 2024 •Water and Sewer Board actions June 17, 2024 •City Ditch relocation agreement with Evergreen-Mineral & Santa Fe LLC •Irrigation crossing with Evergreen-Mineral & Santa Fe LLC •Intersection and traffic signal crossing agreements with City of Littleton Pa g e 5 9 2 o f 9 7 2 Background –McLellan Drain Line Relocation •McLellan Drain Line to be relocated in 2024 •Water and Sewer Board actions •Relocation Agreements with Toll Southwest, LLC and TB Angeline LLC -April 9, 2023 •Reimbursement Agreement with Toll Southwest LLC for McLellan Drain Line Design -November 14, 2023 •Design contract with Hazen and Sawyer -November 14, 2023 Pa g e 5 9 3 o f 9 7 2 Recommendation •Approve Agreements for McLellan Drain Line Construction •15 Crossing Agreements and 14 Temporary Construction Easements •SMWSD •Toll •TBAL •Xcel •Water and Sewer Board recommended City Council approval during its November 12, 2024 meeting. Pa g e 5 9 4 o f 9 7 2 Questions? Pa g e 5 9 5 o f 9 7 2 Thank you Pa g e 5 9 6 o f 9 7 2 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Christina Underhill, Kevin Engels DEPARTMENT: Finance, Parks, Recreation & Library DATE: December 16, 2024 SUBJECT: CB-61 2025 Mill Levy Ordinance: Parks and Recreation General Obligation Bond DESCRIPTION: Approval of the mill levy ordinance for the General Obligation (GO) Parks and Recreation Bond. The Arapahoe County deadline for certifying the 2025 mill levy is December 15th. RECOMMENDATION: Staff recommends that Council approve an ordinance setting the 2025 property tax mill levy to pay the 2025 debt service for the new Parks and Recreation General Obligation Bond (GO). PREVIOUS COUNCIL ACTION:  Past bond issues include a bond in 2001 for $5,810,00 and one in 2002 for $6,990,00. Both issues were refinanced in 2010 and financed through property taxes. The ordinance stated that the bond funds would be expended on improved Malley and Recreation Centers, the Aquatic Center (Pirates Cove) construction, and Park improvements. The bonds were paid off on December 1, 2023.  The Parks and Recreation Bond proposal was initially presented at the Council Study Session on April 24, 2023.  Magellan Strategies presented Parks and Recreation Bond Measure survey findings at the Council Study Session on June 20, 2023.  The Parks and Recreation Bond proposal was presented with an update on projects at the March 4, 2024, Council Study Session.  Parks and Recreation staff presented City Council with the need for the bond with direction requested for the projects and GO Bond dollar amount on June 3, 2024  On June 10, 2024, council members were requested to complete a survey to determine what potential projects could be included in the 2024 GO Parks and Recreation Bond.  June 24, 2024, council members received the results of the council survey and provided direction on what projects to move forward with.  July 15, 2024, study session with council to review the option for adding a community pool into the bond projects. Council determined not to move forward with the pool as part of the 2024 GO Bond.  July 22, 2024, first reading for the ordinance.  August 5, 2024, second reading for the ordinance. SUMMARY: On November 5, 2024 the voters of Englewood passed Ballot Issue No. 2C authorizing the City to issue $41,500,000 in General Obligation Bonds for the purpose of improving, repairing, Page 597 of 972 equipping and upgrading the City’s parks and recreation facilities and areas (collectively “Parks Improvements”). The election was certified on November 27, 2024. The Arapahoe County election results can be found here or (https://results.enr.clarityelections.com/CO/Arapahoe/122600/web.345435/#/detail/73) Ballot Issue No. 2C sets the maximum amount that can be borrowed at $41,500,000, the total 20 year maximum repayment period cost for both principal and interest at $72,000,000 and the annual debt service payment maximum at $4,000,000. In order to collect the property taxes sufficient to pay the 2025 estimated $4,000,000 debt service payments, the City needs to certify a mill levy with Arapahoe County by December 15, 2024. ANALYSIS: Arapahoe County provides the City with an estimated total assessed property valuation in August of each year. The 2024 estimated total City property valuation provided by the county is $1,058,057,041. The City uses this valuation to set the annual property tax mill levies. The City currently certifies two separate mill levy amounts each year. The 2024 mill levies that are to be collected in 2025 and that have been approved in the 2025 budget are:  5.880 mills for General Fund operations  2.122 mills to pay the debt service on the Englewood Police Headquarters Building General Obligation Bonds approved by Englewood Citizens on November 8, 2016 This ordinance will set a new, additional mill levy to pay the estimated $4,000,000 for 2025 debt service on the new Parks and Recreation General Obligation Bonds to be issued in 2025. Based on the assessed property valuation, the new mill levy will be set at 3.781. For comparison purposes, a homeowner with a home valued at $500,000 will pay the following estimated City of Englewood property taxes in 2025: Purpose Mill levy Amount General Fund Operations mill levy 5.880 $197 Police Headquarters bond mill levy 2.122 $71 Parks and Recreation bond mill levy 3.781 $127 Total estimated 2025 City of Englewood property taxes $395 2025 Englewood Parks and Recreation GO Bond Projects with Funding Cost RECREATION CENTER: $7,705,000 Total Building expansion $ 1,000,000.00 Construction costs $ 1,975,000.00 Locker Room Renovation $ 3,000,000.00 Surf Simulator $ - Page 598 of 972 Pickleball Courts $ 400,000.00 Pavilion $ 250,000.00 Landscaping $ 75,000.00 Pool Deck Improvements $ 450,000.00 Spa/ Hot Tub $ 350,000.00 Pool Renovations $ 205,000.00 $ 7,705,000.00 PIRATES COVE: $6,300,000 Lounge Pool/ Deep Water Pool $ 950,000.00 Pavilions $ 650,000.00 Tube Slides $ 1,750,000.00 Construction costs $ 2,950,000.00 $ 6,300,000.00 MILLER FIELD : $6,945,000 Splash pad $ 750,000.00 Playground $ 950,000.00 Pathways $ 750,000.00 Landscaping $ 950,000.00 Irrigation $ 1,000,000.00 Pavilion $ 900,000.00 Restroom $ 650,000.00 Ball field lighting $ 775,000.00 Pedestrian Lighting $ 220,000.00 $ 6,945,000.00 BELLEVIEW : $9,025,000 Farm improvements $ 5,000,000.00 Train Depot $ 200,000.00 Landscaping $ 650,000.00 Ball Field Lights $ 700,000.00 ADA access $ 375,000.00 Pathways $ 250,000.00 Large Pavilion $ 300,000.00 Page 599 of 972 Restroom $ 275,000.00 Parking lot improvements / lighting $ 600,000.00 Irrigation $ 500,000.00 Pedestrian Lighting $ 175,000.00 $ 9,025,000.00 NEIGHBORHOOD PARKS Barde: $700,000 Nature Playground $ 250,000.00 ADA Pathways and Bridge $ 400,000.00 Landscape improvements $ 50,000.00 $ 700,000.00 Clarkson Amherst: $400,000 Nature playground $ 300,000.00 Community Garden $ 100,000.00 $ 400,000.00 Cushing: $600,000 Dog Park $ 100,000.00 Playground $ 450,000.00 Landscape improvements $ 50,000.00 $ 600,000.00 Emerson: $600,000 Playground $ 250,000.00 Picnic shelter $ 100,000.00 Landscaping $ 250,000.00 $ 600,000.00 Rotolo: $755,000 Restroom $ 450,000.00 Landscaping $ 305,000.00 $ 755,000.00 Northwest Greenbelt: $ 940,000 Restroom $ 400,000.00 Picnic Shelter $ 175,000.00 Page 600 of 972 Landscape improvements $ 200,000.00 Pathways $ 165,000.00 $ 940,000.00 Park Irrigation: $3,000,000 $ 3,000,000.00 $ 3,000,000.00 Permits and Project Manager $2,907,000 $ 500,000.00 $ 500,000.00 Total For Projects $ 41,500,000 COUNCIL ACTION REQUESTED: Staff recommends that Council approve an ordinance setting the 2025 property tax mill levy to pay the debt service for the new Parks and Recreation General Obligation Bonds to be issued in 2025. FINANCIAL IMPLICATIONS: The city will collect estimated additional property taxes of $4,000,000 dedicated for the payment of debt service for the new Parks and Recreation General Obligation Bonds. CONNECTION TO STRATEGIC PLAN: Governance: Assist the City to become fiscally accountable, transparent, effective and efficient. Safety - Protecting our citizens, infrastructure and environment by providing safe parks and recreation facilities. Infrastructure - Updating, improving and investing in city's infrastructure. Sustainability - Identifying areas for native plantings to reduce turf areas and reduce water consumption. OUTREACH/COMMUNICATIONS: August 11, 2022- Parks and Recreation Commission: Little Dry Creek Plaza Design November 2022-August 2023 Master Plan Update with Consultant November 10, 2022- Parks and Recreation Commission: Aquatics update- Proposed renovation to PC and ERC – Bond projects January 12, 2023- 2023 Parks and Recreation Commission: Goals shared for PRLG, including the bond April 13, 2023- Parks and Recreation Commission: Bond projects presentation April 24, 2023- City Council Presentation: recommended bond projects May - June : Magellan Bond Survey Released June 8, 2023-Parks and Recreation Commission: Update on the Magellan Survey- quorum not met, no recording June 20, 2023- City Council- Magellan Survey Results July 13, 2023- Meeting at Baker Park- Short update: no formal presentation on bond. August 10, 2023- Advised the commission the bond would be postponed until November 2024 November 9, 2023- Parks and Recreation Commission: 2023 End of Year review - including bond January 11, 2023- Parks and Recreation Commission: Update on proposed bond projects Page 601 of 972 February 8, 2024- Parks and Recreation Commission: New commissioners update on bond projects April 11, 2024- Parks and Recreation Commission: Short update to the commission on the bond projects March 4, 2024- City Council: Presentation on the bond projects May 9, 2024- Parks and Recreation Commission: Presentation on Parks and Recreation needs related to the bond projects. June 3, 2024- City Council: Presentation on bond projects seeking direction for projects and bond dollar amount. June 10-13, 2024 City Council: A survey was sent to members of City Council to determine what bond projects each council member was interested in moving forward or not as part of the bond. June 24, 2024- City Council: Study session to finalize projects and overall cost needed. July 15, 2024- City Council: Study session to review the details of adding a community pool at Miller Field July 22, 2024- City Council: First Reading - Ordinance to place GO Bond on ballot Special Event Bond Outreach June 1, 2023- Neighborhood Nights June 15, 2023- Neighborhood Nights July 6, 2023- Summer Concert July 12, 2023- Neighborhood Nights July 26, 2023- Neighborhood Nights August 26, 2023- Block Party October 21, 2023- Trunk or Treat May 11, 2024- Celebrate Englewood April 24, 2024- Neighborhood Leaders Meeting May 11, 2024- Celebrate Englewood May 30, 2024- Neighborhood Nights June 6, 2024- Neighborhood Nights June 8, 2024- Summer Market June 13, 2024- Neighborhood Nights June 15, 2024- Neighbor Outreach July 10, 2024- Neighborhood Nights July 24, 2024- Neighborhood Nights A variety of methods have been and will continue to be utilized to market the 2024 GO Bond initiative and projects. Online: Webpage highlighting the projects, FAQs, short-form videos, social media campaign, emailed newsletters. Print: Citizen magazine story, handouts for outreach events, utility bill insert, postcards Community: Sandwich boards at recreation centers, in-person events, Neighborhood nights, Englewood Ambassadors booths, and community message boards. ATTACHMENTS: Council Bill/Ordinance 2025 GO Bond mill levy presentation Page 602 of 972 ORDINANCE NO. ____ COUNCIL BILL NO. 61 SERIES OF 2024 INTRODUCED BY COUNCIL MEMBER ANDERSON AN ORDINANCE ESTABLISHING THE 2024 GENERAL OBLIGATION BOND MILL LEVY COLLECTED IN 2025 FOR PARKS IMPROVEMENTS WITHIN THE CITY OF ENGLEWOOD. WHEREAS, Article X, Section 20 of the Colorado Constitution, commonly known as TABOR restricts the City from raising mill levies without a vote of the citizens; and WHEREAS, on November 5, 2024 the citizens of Englewood passed Ballot Issue No. 2C for a General Obligation Bond; and WHEREAS, passage of Ballot Issue No. 2C authorized the City to issue $41.5 million in General Obligation Bonds for the purpose of improving, repairing, equipping and upgrading the City’s parks and recreation facilities and areas (collectively “Parks Improvements”); and WHEREAS, the mill levy enacted by this Ordinance is an incremental addition to mills to be levied and certified for the year 2024; and WHEREAS, based upon the assessed valuation for the City of Englewood, as certified by Arapahoe County Assessor, the estimated new assessed value of all properties in Englewood for 2024 is $1,058,057,041; and WHEREAS, the 2024 Mill to be collected in 2025 for the General Obligation Bond Debt Service for the Parks Improvements is 3.781 mills; and WHEREAS, the amount budgeted for the General Obligation Bond payment in 2025 will be $4,000,000.00. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Section 1. That there be and hereby is levied for the year of 2024, due and payable as required by statute in the year 2025, an incremental tax of 3.781 mills on the dollar for the General Obligation Bond Debt Service Fund of the City of Englewood, Colorado. That the levy hereinabove set forth shall be levied upon each dollar of the assessed valuation of all taxable property within the corporate limits of the City of Englewood, Colorado, and the said levy shall be certified by law. Section 2. General Provisions The following general provisions and findings are applicable to the interpretation and application of this Ordinance: Page 603 of 972 A. Severability. If any clause, sentence, paragraph, or part of this Ordinance or the application thereof to any person or circumstances shall for any reason be adjudged by a court of competent jurisdiction invalid, such judgment shall not affect, impair or invalidate the remainder of this Ordinance or its application to other persons or circumstances. B. Safety Clauses. The City Council hereby finds, determines, and declares that this Ordinance is promulgated under the general police power of the City of Englewood, that it is promulgated for the health, safety, and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The City Council further determines that the Ordinance bears a rational relation to the proper legislative object sought to be obtained. This Safety Clause is not intended to affect a Citizen right to challenge this Ordinance through referendum pursuant to City of Englewood Charter 47. C. Publication. Publication of this Ordinance may be by reference or in full in the City’s official newspaper, the City’s official website, or both. Publication shall be effective upon the first publication by either authorized method. Manuals, Municipal Code, contracts, and other documents approved by reference in any Council Bill may be published by reference or in full on the City’s official website; such documents shall be available at the City Clerk’s office and in the City Council meeting agenda packet when the legislation was adopted. D. Actions Authorized to Effectuate this Ordinance. The Mayor is hereby authorized and directed to execute all documents necessary to effectuate the approval authorized by this Ordinance, and the City Clerk is hereby authorized and directed to attest to such execution by the Mayor where necessary. In the absence of the Mayor, the Mayor Pro Tem is hereby authorized to execute the above-referenced documents. The execution of any documents by said officials shall be conclusive evidence of the approval by the City of such documents in accordance with the terms thereof and this Ordinance. City staff is further authorized to take additional actions as may be necessary to implement the provisions of this Ordinance. Introduced and passed on first reading on the 2nd day of December, 2024; and on second reading, in identical form to the first reading, on the ___ day of _____, 2024. Othoniel Sierra, Mayor ATTEST: _________________________________ Stephanie Carlile, City Clerk I, Stephanie Carlile, City Clerk of the City of Englewood, Colorado, hereby certify that the above and foregoing is a true copy of an Ordinance, introduced and passed in identical form on first and second reading on the dates indicated above; and published Page 604 of 972 within seven days after final passage on the City’s official website for at least thirty (30) days thereafter. The Ordinance shall become effective immediately upon final passage. Stephanie Carlile Page 605 of 972 2025 General Obligation Bond mill levy Presented By:Christina Underhill, Director of Parks, Recreation, Library and Golf Kevin Engels, Director of Finance Pa g e 6 0 6 o f 9 7 2 2025 General Obligation Bonds-Ballot Information •On November 5, 2024 the citizens of Englewood passed Ballot Issue No. 2C authorizing the City to issue $41,500,000 in General Obligation Bonds for the purpose of improving, repairing, equipping and upgrading the City’s parks and recreation facilities and areas (collectively “Parks Improvements”). •Ballot Issue No. 2C sets the maximum amount that can be borrowed at $41,500,000, the total 20 year maximum repayment period cost for both principal and interest at $72,000,000 and the annual debt service payment maximum at $4,000,000.In order to collect the property taxes sufficient to pay the 2025 estimated $4,000,000 debt service payments, the City needs to certify a mill levy with Arapahoe County by December 15, 2024. Pa g e 6 0 7 o f 9 7 2 2025 General Obligation Bonds-Mill Levy Information •Arapahoe County provides the City with an estimated total assessed property valuation in August of each year.The 2024 estimated total city property valuation provided by the county is $1,058,057,041. The City uses this valuation to set the annual property tax mill levies.The City currently certifies two separate mill levy amounts each year.The 2024 mill levies that are to be collected in 2025 and that have already been approved in the 2025 budget are: •5.880 mills for General Fund operations •2.122 mills to pay the debt service on the Englewood Police Headquarters Building General Obligation Bonds approved by Englewood Citizens on November 8, 2016 •This ordinance will set a new, additional mill levy to collect and pay the estimated $4,000,000 for 2025 debt service on the new Parks and Recreation General Obligation Bonds to be issued in 2025.Based on the estimated assessed property valuation, the new mill levy will be set at 3.781.Pa g e 6 0 8 o f 9 7 2 2025 General Obligation Bonds-Property Tax Information For comparison purposes, a homeowner with a home valued at $500,000 will pay the following estimated City of Englewood property taxes in 2025: Purpose Mill levy Amount General Fund Operations mill levy 5.880 $197 Police Headquarters bond mill levy 2.122 $71 Parks and Recreation bond mill levy 3.781 $127 Total estimated 2025 City of Englewood property taxes $395 Pa g e 6 0 9 o f 9 7 2 Questions or Comments? Pa g e 6 1 0 o f 9 7 2 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Tamara Niles DEPARTMENT: City Attorney's Office DATE: December 16, 2024 SUBJECT: CB-64 Ordinance regulating Natural Medicines by creating operational regulations for Natural Medicine businesses and Natural Medicine personal cultivation license DESCRIPTION: Ordinance amending Municipal Code regarding Natural Medicines RECOMMENDATION: Consider adoption of ordinance amending Englewood Municipal Code regarding Natural Medicines PREVIOUS COUNCIL ACTION: Presentations to City Council on October 7, October 21, November 25, 2024 City Council ordinance regarding land use November 4, 2024 (first reading), November 18, 2024 (second reading) SUMMARY: In November 2022, the people of Colorado approved the citizen initiative known as “Proposition 122,” which together with Senate Bill 23-290 decriminalized the personal possession, growing, sharing, and use of psychedelic mushrooms and related substances (the “Substances”), by persons aged 21 or over (collectively referred to as the “Initiative”). The subsequent statute refers to the Substances as “natural medicine.” The Initiative allows: (1) the supervised use of natural medicine at licensed facilities called natural healing centers; and (2) the operation of businesses involved in the cultivation, manufacture, and testing of the natural medicine called “natural medicine businesses.” The Initiative prohibits local governments from prohibiting natural healing centers and natural medicine businesses. However, the Initiative authorizes local governments to enact ordinances to govern the time, place, and manner of the operation of these businesses, as well as the location of these businesses. After multiple presentations to City Council, discussion, and direction to staff, the proposed ordinance regulates time, place and manner of natural medicine businesses as follows: No locations within one thousand five hundred (1,500) feet of a property used for any of the following: childcare center, preschool, elementary, middle, junior or high school, a residential childcare facility, another Natural Medicine Business, and/or a Residential Dwelling Unit. Page 611 of 972 Hours of Operation between the hours of 8:00 a.m. to 5:00 p.m., Monday through Friday. Exception: Neither a Natural Medicine Healing Center nor a Facilitator shall release a Participant that is under the influence of Natural Medicine to the slightest degree that the person is less able than the person ordinarily would have been, either mentally or physically or both, to exercise clear judgment, sufficient physical control, or due care in the safe operation of a vehicle, unless the Participant certifies they will not operate a vehicle for 24 hours and is released to the care of an unimpaired third party. A Natural Medicine Healing Center and Facilitator may continue to provide Participant care and monitoring after 5:00 p.m., until the Participant may be released. All doorways, windows and other exterior openings accessible by the public shall be screened to prevent a view into any interior space in which Natural Medicine or Natural Medicine Services may be observed. Except for authorized transportation, Natural Medicine Businesses shall only operate within indoor, secured spaces. Primary entrances, parking lots and exterior walkways shall be clearly illuminated with downward facing security lights to provide after-dark visibility. All storage shall be located within a permanent building and may not be located within a trailer, tent, motor vehicle or other temporary structure. Odors, smoke, heat, glare, light or sound from Natural Medicine products shall be confined to the premises and not detectable beyond the property boundaries. In addition, during its study session discussion on November 26, 2024, City Council expressed concern regarding personal cultivation of Natural Medicines, and its desire to issue a City license for that activity to ensure protection of the public and those under the age of 21. Therefore, this ordinance proposes a personal cultivation license with the following parameters, to comply with CRS 18-18-434: The licensee may cultivate Natural Medicine in an area that does not cumulatively exceed twelve feet wide by twelve feet long, or 144 square feet in total, in one or more cultivation areas on a single parcel of Private Property. The licensee may only cultivate Natural Medicine in an enclosed, locked and secured area that is not visible to the public. No one under the age of 21 may access any cultivation area. A licensee must be a minimum of 21 years of age. Any odor related to the cultivation of Natural Medicine shall be confined to the Private Property and not detectable beyond the property boundaries. A licensee shall not sell, or receive any Remuneration, donation, or other benefit in exchange for sharing, giving or providing, Natural Medicine to another. To the extent this Title refers to operation of a business or sales, those provisions are inapplicable. Page 612 of 972 Before a license is issued hereunder, the City shall inspect the premises to ensure compliance with applicable City codes and subsection (B) above. A license shall not issue, and cultivation shall be prohibited, until the premises is in compliance. A fine or civil penalty imposed for any violation of this section shall not exceed $1,000 per violation. Non-refundable Initial Application Fee: $250 Initial License/License Renewal Fee: $500 COUNCIL ACTION REQUESTED: Consider adoption of ordinance amending Englewood Municipal Code regarding Natural Medicines FINANCIAL IMPLICATIONS: Increased revenue for license application fee and license fee, offset by increased staff time in issuing license and inspecting property OUTREACH/COMMUNICATIONS: Discussion with Community Development staff regarding land use regulations; participation in DORA roundtables; discussions with multiple Colorado city attorneys regarding various regulatory approaches by other cities ATTACHMENTS: Ordinance Powerpoint Page 613 of 972 1 ORDINANCE COUNCIL BILL NO. 64 NO. _____________ INTRODUCED BY COUNCIL SERIES OF 2024 MEMBER WRIGHT AN ORDINANCE AMENDING ENGLEWOOD MUNICIPAL CODE ESTABLISHING REGULATIONS FOR NATURAL MEDICINE BUSINESSES, PERONAL CULTIVATION WHEREAS, in 2022 the voters of the State of Colorado approved by citizen initiative Proposition 122 the Colorado Natural Medicine Health Act decriminalizing psilocybin and psilocin substances and allowing for State of Colorado licensed and regulated natural medicine businesses where psilocybin and psilocin substances can be consumed under the supervision of a facilitator; and WHEREAS, in 2023 the Governor signed Senate Bill 23-290 which created a regulatory structure for the operation and implementation of natural medicine businesses codified as the Natural Medicine Act C.R.S § 44-50-101 through 44-50-904; and WHEREAS, in 2024 the State of Colorado promulgated rules and regulations regarding the licensing requirements for the use, cultivation, services, and manufacture of psilocybin and psilocin substances under the Natural Medicine Health Act; and WHEREAS, the City of Englewood is prohibited from banning natural medicine businesses that are licensed by the State of Colorado within the City; and WHEREAS, the City of Englewood may regulate natural medicines with restrictions on the time, place, and manner of operations; and WHEREAS, it is in the best interests of the City of Englewood to regulate the time, place, and manner of natural medicines to provide safeguards intended to protect natural medicine users, surrounding property owners, and the public. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section 1. Declaration. The City of Englewood finds and declares that the Colorado Natural Medicine Code C.R.S. § 44-50-101 through 44-50-904 specifically authorizes the City to enact an ordinance to regulate the time, place, and manner of natural medicine businesses licensed pursuant to the rules and regulations promulgated by the State of Colorado. The City of Englewood further finds and declares that while C.R.S. § 18-18- 434(9) prohibits the City from adopting "any ordinance, rule, or resolution imposing any greater criminal or civil penalty than provided by this section or that is otherwise in conflict with this section”, no state authority prohibits the City from imposing licensing and regulations on personal cultivation of natural medicine, and therefore the City of Englewood shall exercise its home rule authority to regulate such activities. Page 614 of 972 2 Section 2. Amendment of Title 5. Title 5, Chapter 3G to the Englewood Municipal Code is hereby created to read as follows (new provisions underlined): Chapter 3G – NATURAL MEDICINE BUSINESSES 5-3G-1: - Regulations applicable to Natural Medicine Businesses. A. Prohibited Locations. No Natural Medicine Business shall be located (1) outside of a district where the use is permitted pursuant to Table 4-2, Permitted Uses, Title 16 of this Code; and (2) within one thousand five hundred (1,500) feet of a property used for any of the following: childcare center, preschool, elementary, middle, junior or high school, a residential childcare facility, another Natural Medicine Business, and/or a Residential Dwelling Unit. Distances shall be computed by direct measurement from the nearest property line of a land use described above to the nearest portion of the building in which a Natural Medicine Business is located, using a route of direct pedestrian access. B. Hours of Operation. Natural Medicine Businesses shall only operate between the hours of 8:00 a.m. to 5:00 p.m., Monday through Friday. 1. Exception. Neither a Natural Medicine Healing Center nor a Facilitator shall release a Participant that is under the influence of Natural Medicine to the slightest degree that the person is less able than the person ordinarily would have been, either mentally or physically or both, to exercise clear judgment, sufficient physical control, or due care in the safe operation of a vehicle, unless the Participant certifies they will not operate a vehicle for 24 hours and is released to the care of an unimpaired third party. A Natural Medicine Healing Center and Facilitator may continue to provide Participant care and monitoring after 5:00 p.m., until the Participant may be released. C. Business Operations. All Natural Medicine Businesses shall comply with the following business operation regulations: 1. All doorways, windows and other exterior openings accessible by the public shall be screened to prevent a view into any interior space in which Natural Medicine or Natural Medicine Services may be observed. 2. Except for authorized transportation, Natural Medicine Businesses shall only operate within indoor, secured spaces. 3. Primary entrances, parking lots and exterior walkways shall be clearly illuminated with downward facing security lights to provide after -dark visibility. 4. All storage shall be located within a permanent building and may not be located within a trailer, tent, motor vehicle or other temporary structure. 5. Odors, smoke, heat, glare, light or sound from Natural Medicine products shall be confined to the premises and not detectable beyond the property boundaries. Page 615 of 972 3 D. Definitions provided in C.R.S. § 44-50-103 and elsewhere within Englewood Municipal Code are incorporated by reference as if fully set forth herein. E. Exception to City license requirement. EMC § 5-1-2 does not apply to Natural Medicine Businesses, as long as licenses are solely issued by the State of Colorado. Section 3. Amendment of Title 5. Title 5, Chapter 33 to the Englewood Municipal Code is hereby created to read as follows (new provisions underlined): Chapter 33 –NATURAL MEDICINE, PERSONAL USE 5-33-1: Personal Cultivation of Natural Medicine License. A. License Required. It shall be unlawful for any person to cultivate Natural Medicine for Personal Use in the City of Englewood without first obtaining a City license issued in accordance with this Title, and paying the license fee established by City Council. B. Conditions and Restrictions of License. 1. The licensee may cultivate Natural Medicine in an area that does not cumulatively exceed twelve feet wide by twelve feet long, or 144 square feet in total, in one or more cultivation areas on a single parcel of Private Property. 2. The licensee may only cultivate Natural Medicine in an enclosed, locked and secured area that is not visible to the public. 3. No one under the age of 21 may access any cultivation area. 4. A licensee must be a minimum of 21 years of age. 5. Any odor related to the cultivation of Natural Medicine shall be confined to the Private Property and not detectable beyond the property boundaries. 6. A licensee shall not sell, or receive any Remuneration, donation, or other benefit in exchange for sharing, giving or providing, Natural Medicine to another. To the extent this Title refers to operation of a business or sales, those provisions are inapplicable. C. Before a license is issued hereunder, the City shall inspect the premises to ensure compliance with applicable City codes and subsection (B) above. A license shall not issue, and cultivation shall be prohibited, until the premises is in compliance. D. Definitions. Definitions provided in C.R.S. § 18-18-434 and elsewhere within Englewood Municipal Code are incorporated by reference as if fully set forth herein. Page 616 of 972 4 E. A fine or civil penalty imposed for any violation of this section shall not exceed $1,000 per violation. Section 4. License Fee Amount Established The license fee created by this Ordinance shall be included in the City of Englewood Comprehensive Schedule of Fees and Rates and shall initially be set as follows: Non-refundable Initial Application Fee: $250 Initial License/License Renewal Fee: $500 City Council may revise these initial fees by any official action, including by motion, resolution, or ordinance. Section 5. General Provisions The following general provisions and findings are applicable to the interpretation and application of this Ordinance: A. Severability. If any clause, sentence, paragraph, or part of this Ordinance or the application thereof to any person or circumstances shall for any reason be adjudged by a court of competent jurisdiction invalid, such judgment shall not affect, impair or invalidate the remainder of this Ordinance or its application to other persons or circumstances. B. Inconsistent Ordinances. All other Ordinances or portions thereof inconsistent or conflicting with this Ordinance or any portion hereof are hereby repealed to the extent of such inconsistency or conflict. C. Effect of repeal or modification. The repeal or modification of any provision of the Code of the City of Englewood by this Ordinance shall not release, extinguish, alter, modify, or change in whole or in part any penalty, forfeiture, or liability, either civil or criminal, which shall have been incurred under such provision, and each provision shall be treated and held as still remaining in force for the purposes of sustaining any and all proper actions, suits, proceedings, and prosecutions for the enforcement of the penalty, forfeiture, or liability, as well as for the purpose of sustaining any judgment, decree, or order which can or may be rendered, entered, or made in such actions, suits, proceedings, or prosecutions. D. Safety Clauses. The City Council hereby finds, determines, and declares that this Ordinance is promulgated under the general police power of the City of Englewood, that it is promulgated for the health, safety, and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The City Council further determines that the Ordinance bears a rational relation to the proper legislative object sought to be obtained. This Safety Clause is not intended to affect a Citizen right to challenge this Ordinance through referendum pursuant to City of Englewood Charter 47. Page 617 of 972 5 E. Publication. Publication of this Ordinance may be by reference or in full in the City’s official newspaper, the City’s official website, or both. Publication shall be effective upon the first publication by either authorized method. Manuals, Municipal Code, contracts, and other documents approved by reference in any Council Bill may be published by reference or in full on the City’s official website; such documents shall be available at the City Clerk’s office and in the City Council meeting agenda packet when the legislation was adopted. F. Actions Authorized to Effectuate this Ordinance. The Mayor is hereby authorized and directed to execute all documents necessary to effectuate the approval authorized by this Ordinance, and the City Clerk is hereby authorized and directed to attest to such execution by the Mayor where necessary. In the absence of the Mayor, the Mayor Pro Tem is hereby authorized to execute the above-referenced documents. The execution of any documents by said officials shall be conclusive evidence of the approval by the City of such documents in accordance with the terms thereof and this Ordinance. City staff is further authorized to take additional actions as may be necessary to implement the provisions of this Ordinance. G. Enforcement. To the extent this ordinance establishes a required or prohibited action punishable by law, unless otherwise specifically provided in Englewood Municipal Code or applicable law, violations shall be subject to the General Penalty provisions contained within EMC § 1-4-1 but to the extent applicable, shall not exceed the civil or criminal penalty provided in CRS § § 18-18-434. Introduced and passed on first reading on the 2nd day of December, 2024; and on second reading, in identical form to the first reading, on the ___ day of _____, 2024. Othoniel Sierra, Mayor ATTEST: _________________________________ Stephanie Carlile, City Clerk I, Stephanie Carlile, City Clerk of the City of Englewood, Colorado, hereby certify that the above and foregoing is a true copy of an Ordinance, introduced and passed in identical form on first and second reading on the dates indicated above; and published within seven days after final passage on the City’s official website for at least thirty (30) days thereafter. The Ordinance shall become effective immediately upon final passage. Stephanie Carlile Page 618 of 972 Natural Medicines, Ordinance Presented By: Tamara Niles, City Attorney Pa g e 6 1 9 o f 9 7 2 Natural Medicines: Background •November 2022: Proposition 122: Access to Natural Psychedelic Substances approved by the people of Colorado •May 2023: Senate Bill 23-290: Natural Medicine Regulation and Legalization was signed into law •Legislation allows for: •The supervised use of natural medicines at state licensed facilities, referred to in Title 16 as natural medicine healing centers; and •The operation of businesses involved in the cultivation, manufacturing, and testing of the natural medicines, referred to in Title 16 as natural medicine cultivation facilities, natural medicine products manufacturer, and natural medicine testing facilities. Pa g e 6 2 0 o f 9 7 2 Natural Medicines: Background •Local governments cannot prohibit natural medicine uses •Local governments may enact regulations that place time, place, and manner restrictions on uses. •Local regulations cannot be unreasonable or conflict with state law. •The state of Colorado intends to begin issuing licenses at the beginning of 2025, so local regulations need to be in place before December 31, 2024. •Council Action/Review of Natural Medicines •October 7 study session presentation by City Attorney on business regulations •October 21 presentation, public hearing on P&Z land use recommendations •November 4 first reading of land use code revisions ordinance •November 18 second reading of land use code revisions ordinance •November 25 study session presentation by City AttorneyPa g e 6 2 1 o f 9 7 2 Proposed Regulation: Businesses Not within 1,500 feet of childcare,school,another Natural Medicine Business, and/or a Residential Dwelling Unit 8:00 a.m.to 5:00 p.m.,Monday through Friday.“Exception:Neither a Natural Medicine Healing Center nor a Facilitator shall release a Participant that is under the influence of Natural Medicine to the slightest degree that the person is less able than the person ordinarily would have been,either mentally or physically or both,to exercise clear judgment,sufficient physical control,or due care in the safe operation of a vehicle,unless the Participant certifies they will not operate a vehicle for 24 hours and is released to the care of an unimpaired third party.A Natural Medicine Healing Center and Facilitator may continue to provide Participant care and monitoring after 5:00 p.m.,until the Participant may be released.” Pa g e 6 2 2 o f 9 7 2 Natural Medicines, 1,500 + residential Option Four School Property –1,500 Foot Buffer Licensed Childcare Property –1,500 Foot Buffer Residential Zone District –1,500 Foot Buffer All Natural Medicine Uses Allowed Healing Centers Allowed Areas Not Zoned for Natural Medicine Facilities Parks and Open Space City Boundary Arterial and Collector Streets Local Streets Pa g e 6 2 3 o f 9 7 2 Proposed Regulation: Businesses Doorways,windows exterior openings accessible by the public screened from where Natural Medicine or Natural Medicine Services may be observed. Only operate within indoor,secured spaces. Primary entrances,parking lots and exterior walkways clearly illuminated with downward facing security lights. All storage within a permanent building and no temporary structure. Odors,smoke,heat,glare,light or sound confined to the premises and not detectable beyond the property boundaries.Pa g e 6 2 4 o f 9 7 2 Proposed Regulation: Personal License Applies to cultivation for personal use Cannot cumulatively exceed twelve feet wide by twelve feet long, or 144 square feet in total, on a single parcel of Private Property Enclosed, locked and secured area Not visible to the public No one under the age of 21 may access A minimum of 21 years of age Pa g e 6 2 5 o f 9 7 2 Proposed Regulation: Personal License Odor confined to the Private Property Cannot sell,or receive any Remuneration,donation,or other benefit in exchange for sharing,giving or providing,Natural Medicine to another City inspection required Fine/Penalty won’t exceed $1,000 per violation (per state law) Non-refundable Initial Application Fee:$250 Initial License/License Renewal Fee:$500 Pa g e 6 2 6 o f 9 7 2 Proposed Revisions: Natural Medicines Questions or Comments? Pa g e 6 2 7 o f 9 7 2 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Tamara Niles DEPARTMENT: City Attorney's Office DATE: December 16, 2024 SUBJECT: Resolution appointing Independent Administrative Hearing officers DESCRIPTION: Resolution appointing City Hearing officers RECOMMENDATION: Consider resolution appointing independent hearing officers to preside over administrative matters PREVIOUS COUNCIL ACTION: The City last adopted a resolution appointing hearing officers in September 2023 SUMMARY: Under Municipal Code and Charter, decisions of City staff can be appealed in many circumstances to an administrative hearing, presided over by an independent hearing officer. These include: Section 138:3 of the Englewood Home Rule Charter provides that the City Council shall appoint independent hearing officers to preside over matters of disciplinary and merit appeals; Title 3, Chapter 2 of the Englewood Municipal Code provides that the City Council shall appoint independent hearing officers to preside over matters arising out of Employee Organizations; Title 5, Chapter 1 provides that the City shall appoint an independent hearing officer to preside over administrative appeals associated with licensing; Title 11, Chapter 1, Article A provides that the City Manager shall appoint a hearing officer to determine disposition of unclaimed impounded vehicles; Title 11, Chapter 4 provides that the City Manager shall appoint a hearing officer to preside over appeals of exclusions from City property; Title 15, Chapter 3 provides that the City Manager shall appoint a hearing officer to preside over administrative appeals associated with nuisance code violations; Page 628 of 972 Title 15, Chapter 5 provides that the City Attorney shall appoint a hearing officer to preside over administrative actions associated with vested rights and takings determinations; and Title 1, Chapter 8 – Campaign Finance Complaints - because of a change in law, campaign finance complaints that were previously handled by the Secretary of State’s Office must be heard by the City, and the City must adopt a local process to handle such complaints. ANALYSIS: The proposed Resolution re-appoints the following, to serve as eligible independent hearing officers for City administrative proceedings: Kendra L. Carberry, general municipal matters Karen Goldman, elections Kathie Guckenberger, liquor/marijuana licensing, general municipal matters Claybourne Murray Douglas, general municipal matters Kristin Nordeck Brown, general municipal matters The proposed Resolution appoints the following new independent hearing officers, that are licensed attorneys in good standing, with municipal law expertise: Elizabeth Barajas, code enforcement, liquor/marijuana licensing Hollie Birkholz, civil service/career service, general municipal matters Robert Widner, land use, open records/meetings, meeting procedures, petition/application/document sufficiency, general municipal matters Kathy Haddock, tax, elections, general municipal matters The City Clerk's office has had some difficulty securing an independent hearing officer within short timeframes required by Municipal Code. Therefore, if none of the above are able or willing to serve, the proposed Resolution allows the City to appoint "any attorney or judge that is duly licensed and in good standing within the State of Colorado". COUNCIL ACTION REQUESTED: Approve resolution authorizing hearing officers for the City of Englewood FINANCIAL IMPLICATIONS: None anticipated OUTREACH/COMMUNICATIONS: Solicitation of additional qualified hearing officers through CML (resulting in proposed appointments of 4 new hearing officers) Communications with Municipal Court Administrator Kennetha Julian regarding Municipal Court Associate Judges serving as hearing officers ATTACHMENTS: Resolution Page 629 of 972 1 RESOLUTION NO. ___ SERIES OF 2024 A RESOLUTION DESIGNATING INDEPENDENT HEARING OFFICERS FOR THE CITY OF ENGLEWOOD. WHEREAS, Section 138:3 of the Englewood Home Rule Charter provides that the City Council shall appoint independent hearing officers to preside over matters of disciplinary and merit appeals; WHEREAS, Title 3, Chapter 2 of the Englewood Municipal Code provides that the City Council shall appoint independent hearing officers to preside over matters arising out of Employee Organizations; WHEREAS, Title 5, Chapter 1 provides that the City shall appoint an independent hearing officer to preside over administrative appeals associated with licensing; WHEREAS, Title 11, Chapter 1, Article A provides that the City Manager shall appoint a hearing officer to determine disposition of unclaimed impounded vehicles; WHEREAS, Title 15, Chapter 3 provides that the City Manager shall appoint a hearing officer to preside over administrative appeals associated with nuisance code violations; WHEREAS, Title 15, Chapter 5 provides that the City Attorney shall appoint a hearing officer to preside over administrative actions associated with vested rights and takings determinations; WHEREAS, Title 1, Chapter 8 – Campaign Finance Complaints - because of a change in law, campaign finance complaints that were previously handled by the Secretary of State’s Office must be heard by the City, and the City must adopt a local process to handle such complaints; and WHEREAS, the passage of this Resolution establishes a list of qualified individuals eligible to serve as independent hearing officers when the services of an independent hearing officer are requested by the City Council, City Manager, City Clerk, or City Attorney. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Section 1. The City Council of the City of Englewood, Colorado, hereby approves the following persons for appointment as independent hearing officers to serve at the request of the City Council, City Manager, City Clerk, City Attorney or other authorized City employee or department in accordance with the specific expertise required: Kendra L. Carberry: general municipal matters Karen Goldman: elections Page 630 of 972 2 Kathie Guckenberger: liquor/marijuana licensing, general municipal matters Claybourne Murray Douglas: general municipal matters Kristin Nordeck Brown: ejection/exclusion/trespass, general municipal matters Elizabeth Barajas: code enforcement, liquor/marijuana licensing Hollie Birkholz: civil service/career service, general municipal matters Robert Widner: land use, open records/meetings, meeting procedures, petition/application/document sufficiency, general municipal matters Kathy Haddock: tax, elections, general municipal matters Section 2. If none of the above are willing or able to serve as an independent hearing officer, the City may appoint any attorney or judge that is duly licensed and in good standing within the State of Colorado to preside over any matter requiring an independent hearing officer. Section 3. The Mayor, Mayor Pro Tem (in the Mayor’s absence), and/or City staff are hereby granted the authority to take all actions necessary to implement the provisions of Section 1 above. ADOPTED AND APPROVED this ____ day of ________________, 2024. Othoniel Sierra, Mayor ATTEST: Stephanie Carlile, City Clerk I, Stephanie Carlile, City Clerk for the City of Englewood, Colorado, hereby certify that the above is a true copy of Resolution No. ______, Series of 2024. Stephanie Carlile Page 631 of 972 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Pieter Van Ry, Sarah Stone DEPARTMENT: Utilities DATE: December 16, 2024 SUBJECT: Lead Reduction Program Management Professional Services Agreement Renewal DESCRIPTION: Professional Services Agreement renewal with Hazen and Sawyer for Lead and Copper Reduction Program management services. RECOMMENDATION: Utilities staff is seeking City Council approval of a Professional Services Agreement (PSA-23- 42) renewal with Hazen and Sawyer (Hazen) for Lead Reduction Program (LRP) management services in the amount of $1,300,000. The Water and Sewer Board recommended Council approve the PSA renewal with Hazen during its December 10, 2024 meeting. PREVIOUS COUNCIL ACTION:  November 4, 2024 – City Council approved the second reading of a Council Bill to refine the requirements for Interior Inspections of customer–side service lines under the LRP.  October 21, 2024 – City Council approved the first reading of an Ordinance to refine the requirements for Interior Inspections of customer–side service lines under the LRP.  May 20, 2024 – Utilities staff presented at Study Session on LRP funding and communications strategy.  September 18, 2023 – Council approves a Contract for Services with Global Underground Corp. for LRP potholing services.  August 21, 2023 – City Council approved the second reading of Council Bill #37 to amend Englewood Municipal Code Title 12, Chapter 1 to give the City the right to access customer properties for the purpose of verifying water service line material for the City of Englewood's LRP.  August 7, 2023 – City Council approved the first reading of an Ordinance to amend City Municipal Code Title 12, Chapter 1 to give the City the right to access customer properties for the purpose of verifying water service line material for the City of Englewood's LRP.  July 17, 2023 – Utilities staff presented at Study Session on Lead & Copper Englewood Municipal Code changes.  March 20, 2023 – City Council approved the award of a PSA-23-42 with Hazen for Lead and Copper Reduction Program management services. SUMMARY: Page 632 of 972 In the interest of public health, the City of Englewood (City) is accelerating its Lead Copper Reduction Program to replace all lead service lines that goes above and beyond current regulatory requirements. On January 15, 2021, the United States Environmental Protection Agency (EPA) published the National Primary Drinking Water Regulation: Lead and Copper Rule Revisions (LCRR). The LCRR required water providers to develop a Lead Service Line (LSL) inventory by October 16, 2024. The LCRR and subsequent Lead and Copper Rule Improvements (LCRI) require the replacement of all lead service lines by 2037. To ensure the success of the next phase of the LRP, a Program Manager is needed to:  Document the field verification of lead and galvanized service lines for each property built before 1960.  Continue to develop public education and outreach materials specific to Englewood’s Lead Reduction Program.  Ensure compliance with the requirements of the federal funding sources.  Coordinate with Englewood Utilities lead and copper standard monitoring.  Coordinate with the Contractor (AGL Construction) for the systematic replacement of as many as 3,000 lead service lines in the next two to three years. The services to be performed under Englewood’s Lead Reduction Program will ensure the City remains in compliance with the LCRR and accelerate the LSL replacement for the City. In addition to water rate revenue, the City is utilizing grants and low-interest loans from the Infrastructure Investment and Jobs Act (administered through the State Revolving Fund (SRF) Program), and the Water Infrastructure Finance and Innovation Act (WIFIA) Loan Program to fund this estimated $40 million dollar program. ANALYSIS: Utilities staff recommends renewing PSA-23-42 with Hazen for Lead Reduction Program management services in the amount of $1,300,000. The Utilities Department does not have the internal resources to execute this large, multi-year program. A Program Manager has provided specialized expertise in regulatory compliance, federal funding, public outreach, project planning, and execution to ensure the success of the Lead Reduction Program since March 2023. The proposed PSA-23-42 renewal includes the following:  Program management  Service line inventory maintenance  Standard monitoring coordination  Service line replacement coordination  Public outreach  Regulatory and finance support It was anticipated that this multi-year program would require additional Program Management services beyond 2024 to maintain the City’s compliance with the LCRR and replace all LSLs within the City’s service area. Based on performance through 2024, Utilities staff recommends renewing PSA-23-42 with Hazen through 2025. COUNCIL ACTION REQUESTED: Page 633 of 972 Motion to approve a Professional Services Agreement renewal with Hazen and Sawyer for Lead and Copper Reduction Program management services in the amount of $1,300,000. FINANCIAL IMPLICATIONS: Funding for this purchase is included in the 2024 and 2025 Utilities budgets. Source of Funds Line-Item Description 2024 Line-Item Budget 2024 YTD Line-Item Expensed 2025 Line-Item Budget Purchase Amount 40–1609– 61610 Water Fund, Engineering, Lead Reduction Program $8,800,000 $2,480,868 $13,353,500 $1,300,000* *Maximum purchase amount of $1,300,000 through December 31, 2025. PROCUREMENT INFORMATION: Account Number: 40–1609–61610 Program Number: 40 30007: Util. Lead Reduction WIFIA Task Number: 003: Util. LRW WIFIA Constr. CONNECTION TO STRATEGIC PLAN: Safety:  Ensure safe drinking water is delivered to customers that meets State and Federal Regulations  Protect public health Infrastructure:  Proactively invest, maintain, and improve the water system infrastructure. ATTACHMENTS: Contract Approval Summary (CAS) Renewal #1 PSA-23-42 with Hazen / Statement of Work / Proposal PowerPoint Presentation Page 634 of 972 Contract Number City Contact Information: Staff Contact Person Phone Title Email Summary of Terms: Original Contract Amount Start Date 12/20/2024 Amendment Amount End Date 12/31/2025 Amended Contract Amount Total Term in Years 1.03 Vendor Contact Information: Contact Phone Email Lakewood CO City State Zip Code Contract Type: Please select from the drop down list Descripiton of Contract Work/Services City of Englewood, Colorado CONTRACT APPROVAL SUMMARY The purpose of this program is to manage and execute a Lead and Copper Rule Revisions (LCRR) Compliance Strategy for the City to ensure Colorado Department of Public Health & Environment regulatory deadlines are met. This includes developing the Service Line Inventory, writing a Lead Service Line (LSL) Replacement Plan, updating the City’s sampling program, developing and implementing a public outreach and communication program, and program management of Englewood’s Lead and Cooper Reduction Program. The program will kick off an accelerated effort to replace all lead service lines in the City’s service area. The City is eligible to receive funding for this program through three federal programs: the American Rescue Plan Act (ARPA), the State Revolving Fund (SRF), and Water Infrastructure Finance and Innovation Act (WIFIA). The Consultant will provide project management, data review, inventory development, sampling plan development, service line replacement services, public outreach, and regulatory support. Per RFP 22- 062 Exhibit D. Renewal options available With the option to renew for up to three (3) additional one-year period renewals. 80228 Payment terms (please describe terms or attached schedule if based on deliverables) 303-829-6157 sprice@hazenandsawyer.com Steve Price, Program Manager PSA-23-42 LEAD & COPPER REDUCTION PROGRAM MANAGEMENT SYSTEMS $ 1,300,000 $ - $ 1,300,000 303.349.3766Sarah Stone SStone@englewoodco.govUtilities Deputy Director – Business Solutions and Engineering Address Name Hazen and Sawyer 143 Union Blvd, Ste. 200 PSA-Professional Services Agreement Page 635 of 972 City of Englewood, Colorado CONTRACT APPROVAL SUMMARY Procurement Justification of Contract Work/Services Budget Authorization of Contract Work/Services Utilities staff recommends renewing PSA-23-42 with Hazen for Lead Reduction Program management services in the amount of $1,300,000. The Utilities Department does not have the internal resources to execute this large, multi-year program. A Program Manager has provided specialized expertise in regulatory compliance, federal funding, public outreach, project planning, and execution to ensure the success of the Lead Reduction Program since March 2023. It was anticipated that this multi-year program would require additional Program Management services beyond 2024 to maintain the City’s compliance with the LCRR and replace all LSLs within the City’s service area. Based on performance through 2024, Utilities staff recommends renewing PSA-23-42 with Hazen through 2025. Page 636 of 972 City of Englewood, Colorado CONTRACT APPROVAL SUMMARY Source of Funds: CAPITAL ONLY Item A B C D 1=A-B-C-D Capital Tyler New World Budgeted?Spent To Encumbrance Contract Budget Operating Year Project # / Task #Fund Division Account Line Item Description YES / NO Budget Date (Outstanding PO)Amount Remaining C 2024 40 30007-003 40 1609 61610 YES 8,800,000$ 2,480,868$ 7,992,008$ 1,300,000$ (2,972,876)$ O -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ Total Current Year 8,800,000$ 2,480,868$ 7,992,008$ 1,300,000$ (2,972,876)$ C 2025 40 30007-003 40 1609 61610 YES 13,353,500$ -$ -$ 1,300,000$ 12,053,500$ O -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ Total - Year Two 13,353,500$ -$ -$ 1,300,000$ 12,053,500$ GRAND TOTAL 22,153,500$ 2,480,868$ 7,992,008$ $1,300,000*9,080,624$ Process for Choosing Contractor: Attachment (For Capital Items Only / Expense Line Item Detail is Located in OpenGov): All Other Attachments: PLEASE NOTE: City Council Approval Required for the following: - Budgeted Contracts or Agreements greater than $250,000 - Non-Budgeted Contracts or Agreements greater than $125,000 Water Fund, Engineering, Lead Reduction Program Per RFP 22-062 Exhibit D.Solicitation Name and Number: NOTES/COMMENTS (if needed): *Maximum purchase amount of $1,300,000 through December 31, 2025. Water Fund, Engineering, Lead Reduction Program Solicitation Evaluation Summary/Bid Tabulation Attached Prior Month-End Project Status and Fund Balance Report Evaluation Summary/Bid Tabulation AttachedEvaluation Summary/Bid Tabulation AttachedEvaluation Summary/Bid Tabulation AttachedContract Copy of Original Contract if this is an Amendment Copies of Related Contracts/Conveyances/Documents Addendum(s) Exhibit(s) Certificate of Insurance Page 637 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-23-42_Renewal 1 _______________________________________________________________________________________ AMENDMENT NUMBER 1 PROFESSIONAL SERVICES AGREEMENT Contract Number PSA-23-42 LEAD & COPPER REDUCTION PROGRAM MANAGEMENT SYSTEMS Not to exceed $1,300,000.00 THIS AMENDMENT NUMBER 1 to the Professional Services Agreement (PSA-23-42) made and entered into on this _______________________ by and between the City of Englewood hereinafter referred to as “City” and Hazen and Sawyer hereinafter referred to as “Consultant” or “Engineer” and collectively referred to as the “Parties”. WHEREAS, on March 27, 2023, the Parties entered into a Professional Services Agreement (“PSA”) for the provision of Lead & Copper Reduction Program Management Systems; and WHEREAS, pursuant to Section 8 of the PSA, the parties may enter into a renewal of the Agreement for an additional one-year period; and WHEREAS, during the past year the Consultant has provided services pursuant to the PSA Attachment A, Outline of Statement of Work; and WHEREAS, the Parties desire to renew the PSA for continued services to the City; and WHEREAS, the Parties agree to continue to operate and abide by the terms and conditions of PSA, except for as revised herein. NOW, THEREFORE, City and the Consultant hereby enter into this Amendment Number 1 as follows: I. AMENDMENT TERMS This Amendment is entered into to modify the terms of the PSA to renew the PSA for an additional one-year term. The term for this renewal period is from the City’s execution date below (“Effective Date”) to one year from the Effective Date. II. ATTACHMENT A – OUTLINE OF STATEMENT OF WORK The Outline of Statement of Work attached to the Agreement as Attachment A and incorporated herein by reference outlines the understanding and performance that each Party shall provide to the other pursuant to the terms and conditions of the PSA and this Amendment Number 1 for the next twelve (12) months. The Attachment A attached hereto shall replace the Attachment A Outline of Statement of Work as contained in the PSA. III. COMPENSATION Compensation and Payment for the services described in the Outline of Statement of Work, attached hereto, shall be per the terms of Section 4 of the Agreement and Sections 8 and 9 of the attached Statement of Work, in an amount not to exceed $ 1,300,000.00. Page 638 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-23-42_Renewal 2 IV. FURTHER AMENDMENTS The PSA shall be subject to all provisions of applicable state and federal law, even if not specifically incorporated by reference. V. INCORPORATION BY REFERENCE OF PSA Except as specifically modified herein, all other terms, attachments, and conditions of the PSA are incorporated by reference as if fully set forth herein, and shall continue in full force and effect until the earlier of (a) expiration or termination of this Amendment Number 1, or (b) mutual agreement in writing by the Parties hereto. VI. INCORPORATION BY REFERENCE OF EMC SECTION 4-1-3-4 This Contract is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference. IN WITNESS WHEREOF, the City and Consultant do hereby execute this Amendment Number 1 to the Professional Services Agreement. OWNER: CITY OF ENGLEWOOD, COLORADO By: _____________________________ Date: _____________________________ (Department Director) By: _____________________________ Date: _____________________________ (City Manager) CONSULTANT: HAZEN AND SAWYER By: _ (Signature) __________________________________ (Print Name) Title: __________________________________ Date: __________________________________ Page 639 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-23-42_Renewal 3 ATTACHMENT A OUTLINE OF STATEMENT OF WORK 1. GENERAL This Statement of Work is attached to and made part of Amendment Number 1 between the City of Englewood (CITY) and Hazen and Sawyer (CONSULTANT) for Lead and Copper Reduction Program Management Services. Contract amount of $1,300,000.00 for the contract term that ends on December 31, 2025, with three (3) additional one-year period renewals 2. NAMES, PHONE NUMBERS AND EMAILS OF PROJECT COORDINATORS Hazen and Sawyer Steve Price, Program Manager 143 Union Blvd Lakewood, CO 80228 Suite 200 303-829-6157 sprice@hazenandsawyer.com City of Englewood Sarah Stone 1500 W Layton Avenue, Englewood, CO 80110 303-783-6852 sstone@EnglewoodCO.gov 3. SUMMARY OF PURPOSE FOR STATEMENT OF WORK The purpose of this program is to manage and execute a Lead and Copper Rule Revisions (LCRR) Compliance Strategy for the City to ensure Colorado Department of Public Health & Environment regulatory deadlines are met. This includes developing the Service Line Inventory, writing a Lead Service Line (LSL) Replacement Plan, updating the City’s sampling program, developing and implementing a public outreach and communication program, and program management of Englewood’s Lead and Cooper Reduction Program. The program will kick off an accelerated effort to replace all lead service lines in the City’s service area. The City is eligible to receive funding for this program through three federal programs: the American Rescue Plan Act (ARPA), the State Revolving Fund (SRF), and Water Infrastructure Finance and Innovation Act (WIFIA). The Consultant will provide project management, data review, inventory development, sampling plan development, service line replacement services, public outreach, and regulatory support. Per RFP 22-062 Exhibit D. 4. EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY CITY (IF ANY) The City will provide access to existing records and documentation concerning any as-built conditions, parcel information, meter information, tap information, or other historical documentation to support the Consultant’s scope of work. The City will provide access to City owned facilities and coordinate access for the Consultant to conduct field survey and inspections as needed to complete the scope of work. Page 640 of 972 ______________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-23-42_Renewal 4 5. OTHER CONSULTANT RESOURCES Stantec Amy Broughton 720-849-0659 Amy.broughton@stantec.com OV, LLC 1200 Bannock Street Denver, CO 80204 Nora Neureiter 303-349-9703 nora@ovllc.com Currie Consulting Group (CCG) Venita Currie 303-328-5475 vcurrie@currieconsultinggroup.com 6. DESCRIPTION OF WORK PRODUCT AND DELIVERABLES Task 1 – Program Management 1.1 General Program Management Time for this task is allocated to the Consultant Program Manager to oversee and administer the program. 1.2 Kick-off Meeting This subtask is complete. 1.3 Program Playbook This task is complete. 1.3 Weekly Program Management Update Meetings The Consultant shall schedule and facilitate weekly, progress meetings with the City’s representatives and LRP contractor the first duration of the program. The Consultant shall also schedule and facilitate weekly 30-minute progress meeting calls with the City’s LRP Project Manager and other City staff. The progress meetings can be increased or decreased as the program continues, at the discretion of the City. The Consultant is responsible for organizing these meetings, including preparing and distributing the agenda ahead of the meeting, compiling meeting minutes, and distributing minutes and action items to the City’s LRP Project Manager within three business days of meeting completion. 1.4 Workshops The Consultant shall schedule and facilitate several workshop(s) to focus on key aspects of the program during the construction period. These workshops should be collaborative and include all essential program personnel and operations staff. The Consultant is responsible for organizing and facilitating all workshops. This includes preparing and distributing the meeting agenda at least 24 hours before the workshop, preparing any presentations or handouts for the meeting, and compiling and distributing a meeting summary within three business days of the workshop to the Page 641 of 972 ______________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-23-42_Renewal 5 City’s LRP Project Manager. Deliverables that will be reviewed and discussed at any workshop should be provided at least five business days ahead of the workshop to allow adequate time for City staff to review them. Workshops are intended to incorporate broader stakeholder engagement for contributions and feedback at major decision points and major deliverable review. Consultant-preferred workshops are discussed in the table below. The Consultant is open to additional workshops that the City deems beneficial. 1.5 Program Controls and Reporting The Consultant shall submit monthly invoices detailing costs incurred in conjunction with the program. Each invoice shall cover a period of one calendar month and shall be submitted to the City within six weeks after the end of each billing cycle. Minimum required information is provided below. Final invoice format shall be reviewed with the City’s LRP Project Manager before issuance of the first invoice. • Program title • Invoice date • Program PO number • Invoice number • Billing period • Bulleted summary of work performed for each task and subtask of the current billing period. • Bulleted summary of work expected to be performed in the next billing period • Consultant’s utilized budget to date and scope of work for each task • Consultant’s sub-consultant costs and other direct costs • Costs for each task and subtask, with current balances • Adjustments to the budget for each task and subtask as the project evolves. Deliverables: • Workshop and meeting agenda (at least 24 hours before the meeting) • Workshop and meeting minutes (within 72 hours after the meeting occurrence) • Workshop and meeting presentations • Monthly invoices • Monthly progress report detailing work completed during the prior month and planned work for the ensuing month. Assumptions: • Contract renewal negotiation between the Consultant and the City will begin in September of 2025 for continued work past December 2025 Task 2 – Record Review and Data Gathering This task is complete. Task 3 – Service Line Inventory Development The Consultant shall continue to provide all engineering services necessary to update the Service Line Inventory for the City of Englewood and as a searchable database to allow customers to view service line material type. Public and private service lines will be included in GIS inventory database and corresponding service line designation criteria should be applied to delineate the City’s distribution system into zones that characterize “lead”, “non-lead”, “galvanized steel Page 642 of 972 ______________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-23-42_Renewal 6 requiring replacement” or “lead status unknown” service line materials as designated by Colorado state regulatory requirements. Task 4 – Sampling Plan Updates The Consultant will continue to support the City of Englewood’s Environmental Compliance staff on issues related to Lead and Copper Rule standard monitoring procedures. Assumptions: • The City staff will continue to lead this effort with support as requested of the Consultant. • The City will be responsible for standard monitoring compliance reporting to Colorado Department of Public Health and Environment. Task 5 – LSL Replacement Program 5.1: LSL Replacement Work Plan This subtask is complete. 5.2: LSL Replacement Plan This subtask is complete. 5.3: LSL Replacement Program Execution The Consultant shall execute program elements to achieve approval milestones, lead service line replacement and materials. The Consultant Program Manager will be responsible for executing procurement processes to put contracts in place and begin execution and management of the contracts. The City will hold all construction contracts, but the Consultant Program Manager will develop bid documents, design drawings, specifications, and permit applications. The Consultant Program Manager will provide construction oversight. The Consultant Program Manager will be responsible for measuring the effectiveness of each element of the program and making improvements to reach the regulatory requirements. Deliverables: • Construction monitoring and update reports. • Other reports as requested by the City Assumptions: • The City will continue to hold the prime agreement for the program contractor. Task 6 – Public Outreach 6.1: Public-Facing Website Continue to update the website as needed as directed by the City. 6.2: Public Outreach Plan The consultant will continue to develop and update public information documents as needed. Task 7 – Regulatory and Funding Support The Consultant will continue to work with the City to comply with federal funding requirements as necessary for ARPA, SRF, and WIFIA funding. The Consultant will assist the City in developing a program budget and ensuring that the program is performed within the budget. The Consultant Page 643 of 972 ______________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-23-42_Renewal 7 will assist in expanding the scope of work to use the amount of funds obtained. The Consultant will also continue to assist in submitting monthly pay requests to CDPHE for reimbursement. Deliverables: • Monthly pay requisitions from the Contractor. 7. SPECIAL TERMS, IF ANY a. PURCHASE OF OTHER ITEMS NOT LISTED ON THIS SOLICITATION BASED ON PERCENTAGE DISCOUNTS: While the City has listed all major items on the solicitation which are utilized by the City and/or departments in conjunction with their operations, there may be ancillary items that must be purchased by the City during the term of this contract. For this reason, Consultants are requested to quote a percentage discount from the Consultant's price list that will be offered to the City for items which do not appear on this solicitation. The City reserves the right to award these ancillary items to the successful Consultant or another Consultant based on the lowest actual price offered. b. The goods and services under this Contract are being completed with funding made available by the United States Environmental Protection Agency (EPA) WIFIA program and the State Revolving Fund (SRF). The Contractor is required to comply with all applicable WIFIA/SRF statutes and regulations, and any additional terms and conditions imposed by EPA in connection with WIFIA funding for the Project or Colorado in connection with SRF funding for the Project. See Exhibit C – Water Infrastructure Finance and Innovation Act (WIFIA)/State Revolving Fund (SRF) Requirements. c. Consultant will not perform work that is outside the scope of work defined in the Scope of Work unless approved in advance in writing by Owner. Failure of Consultant to obtain written authorization for work outside the Scope of Work could result in nonpayment of those services performed. d. Where Consultant is prevented from completing any part of the Work within the completion time due to delay beyond the control of the Consultant, the completion times will be extended in an amount equal to the time lost due to such delay. Delays beyond the control of Consultant shall include but not be limited to, acts or neglect by City, acts or neglect of utility owners or other contractors performing other work, fires, floods, epidemics, abnormal weather conditions, or acts of God. Such an adjustment shall be Consultant’s sole and exclusive remedy for the delays. For a delay caused by City, Consultant is responsible for submitting supporting information. City, at its sole discretion, will determine the validity of the claim. City’s determination is final. e. Consultant shall not be entitled to an adjustment in Contract Price or Contract Times for delays within the control of Consultant. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Consultant. 8. MODE OF PAYMENT Monthly Invoice Submittals – Consultant shall submit monthly invoices detailing costs incurred in conjunction with the project. Each invoice shall cover a period of one calendar month (or a four (4) week period) and shall be submitted to the City within six (6) weeks after the end of each billing Page 644 of 972 ______________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-23-42_Renewal 8 cycle. Electronic invoices shall be submitted to UtilitiesAP@EnglewoodCO.gov and the Englewood Utilities Project Manager. The following required information will be included: • Project title • Invoice date • Project PO number • Invoice number and billing period • Summary of work performed during invoice period, broken down and detailed by task • Consultant’s / Consultant’s and Consultant’s staff hours utilized to date and total staff hours allocated, for each task • Consultant’s direct labor, indirect costs, sub-consultant costs, and other direct cost; • Costs for each task, with current balances • Scope of work percent complete by task and for total project as estimated by Consultant independent of expenditure percent complete • Remaining funds by task and for total project shall be clearly presented • Expected work to be conducted during the ensuing month Earned value S-curve City’s responsibilities include: • City shall provide payment in the form of Check or EFT • P.O. required upon approval of contract/agreement • 30-day net terms 9. PAYMENT SCHEDULE The City shall pay the Consultant for the work based on the project invoice, as provided by the Consultant. Invoices shall be submitted electronically to UtilitiesAP@englewoodco.gov. The Consultant shall copy the City’s LRP Project Manager on all invoice submittals. Monthly invoice periods and payments anticipated. Hazen Billing Rates Exhibit B. 10. SCHEDULE AND PERFORMANCE MILESTONES This amendment allocates funds for most if not all of 2025. If more work is anticipated because construction is accelerated, more funds will be provided. Task Cost (1) Target Completion Date 1 – Program Management $100,000 December 31, 2025 2 – Record Review and Data Gathering NA NA 3 – Service Line Inventory Development $60,000 December 31, 2025 4 – Sampling Plan updates $40,000 December 31, 2025 5 – Service Line Investigation and Replacement Program $900,000 December 31, 2025 6 – Public Outreach $100,000 December 31, 2025 7 – Regulatory and Funding Support $100,000 December 31, 2025 Consultant may adjust the budget for each task as the program evolves. Consultant will notify the City of these adjustments and the total program fee will not change. 11. ACCEPTANCE AND TESTING PROCEDURES Not Applicable. Page 645 of 972 ______________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-23-42_Renewal 9 12. LOCATION OF WORK FACILITIES The work will be substantially conducted by the Consultant at its regular office located in Lakewood, Colorado. Some senior technical reviewers located outside of Colorado will be used as identified in the Consultants proposal. IN WITNESS WHEREOF, pursuant and in accordance with Amendment Number 1 between the parties hereto dated _________________, the parties have executed this Statement of Work as of this ________________________. CITY OF ENGLEWOOD, COLORADO By: (Signature) _________________________________ (Print Name) Title: Date: _______________________________ HAZEN AND SAWYER CONSULTANT Name By: (Signature) _________________________________ (Print Name) Title: Date: _______________________________ Page 646 of 972 Page 647 of 972 i BORROWER GUIDE TO FEDERAL REQUIREMENTS LAST UPDATED: November 2022 EXHIBIT C Page 648 of 972 i D ISCLAIMER This document is intended as a guide for WIFIA borrowers to understand their general responsibilities for complying with federal requirements and is for informational purposes only. This document discusses several federal statutory and regulatory provisions and other federal requirements, but does not itself have legal effect, and is not a substitute for those provisions and any legally binding requirements that they may impose. It does not expressly or implicitly create, expand, or limit any legal rights, obligations, responsibilities, expectations, or benefits to any person. The information provided in this guide, including in any appendices, does not, and is not intended to, constitute legal advice. Users of this guide should not rely on this information to ensure compliance with federal requirements and should contact their legal counsel to obtain advice with respect to any legal matter, including such compliance. To the extent there is any inconsistency between this document and any legally binding federal requirements, the latter take precedence. EPA retains discretion to use or deviate from this document as appropriate. This guide is subject to change without notice to address any new laws and regulations that impact the WIFIA program and its borrowers. The guide contains links to third-party websites. Such links are only for the convenience of the reader, and EPA does not recommend or endorse the content of the third-party sites. Page 649 of 972 ii VERSION HISTORY Below documents substantive content updates to this Borrower Guide since its initial release. November 2022: • Added Build America, Buy America Requirements section under Latest Updates on Federal Requirements. • Added Suggested Contract Language for Build America, Buy America Requirements under Appendix: WIFIA Specifications and Bid Contract Language • Clarifications to collaborative delivery projects and wage determinations under Davis Bacon Act based on additional guidance from Department of Labor under Labor Laws and Standards • Additional clarifications to required contract language used for Equal Employment Opportunity (EEO) requirements in Appendix: WIFIA Specifications and Bid Contract Language • Updated hyperlinks to outside sources. October 2021: • Added Table of Contents. • Updated Environmental Authorities section, related to construction status of projects. • Updated Economic and Miscellaneous Authorities section, related the Uniform Act and real property acquisition. • Updated Labor Laws and Standards section, related to construction type generally used for water infrastructure projects. • Updated hyperlinks to outside sources. March 2021: • Corrected hyperlinks to outside sources. December 2020: • Borrower Guide released. Page 650 of 972 iii Table of Contents Disclaimer Version History Introduction ..................................................................................................... 1 Environmental Authorities .................................................................................. 2 Economic and Miscellaneous Authorities .............................................................. 6 Debarment and Suspension Prohibitions Relating to Violations of CWA and CAA with Respect to Federal Contracts, Grants, or Loans ........................................................................................................................... 6 New restrictions on Lobbying ........................................................................................................................ 7 Uniform Relocation Assistance and Real Property acquisition Policies Act .................................................. 8 Demonstration City and Metropolitan Development Act ............................................................................. 9 Drug-Free Workplace Act ......................................................................................................................... 10 Civil Rights, Non-Discrimination, and Equal Employment Opportunity Authorities . 11 Age Discrimination act, Section 504 of the Rehabilitation Act, and Title VI of the Civil Rights Act of 1964 11 Section 13 of the CWA ................................................................................................................................. 12 Equal Employment Opportunity .................................................................................................................. 12 Participation by Disadvantaged Business Enterprises in Procurement under Environmental Protection Agency (EPA) Financial Assistance Agreements .......................................................................................... 14 American Iron and Steel (AIS) Requirement ......................................................................... 16 Labor Laws and Standards ................................................................................. 19 Latest Updates on Federal Requirements ............................................................ 23 Build America, Buy America Act (BABA) ...................................................................................................... 23 Prohibition on Certain Telecommunication and Video Surveillance Services or Equipment ...................... 27 General Guidance on Compliance with Federal Requirements ................................ 29 Appendix: WIFIA Specification Package and Bid Contract Language ........................ A-1 Page 651 of 972 1 I NTRODUCTION Borrowers of loans provided under the Water Infrastructure Financing and Innovation Act (WIFIA), 33 U.S.C. § 3901 et seq., are required to comply with all federal laws and regulations. This document highlights important social and economic federal laws, regulations, and Executive Orders specifically listed in the WIFIA regulations (40 CFR Part 35 Subpart Q) as well as any relevant updates to the federal requirements. WIFIA borrowers have the prime responsibility for ensuring their staff and contractors comply with all federal requirements for a project. The project is subject to additional review of these federal requirements by the WIFIA Program during application processing and after loan execution.1 This guide provides an overview of the following federal requirements and identifies key borrower responsibilities and additional resources that may be helpful to the borrower for implementing each requirement. 1 Although the WIFIA program provides oversight on loans issued to state infrastructure financing authorities, the program does not conduct federal requirements reviews during application processing or loan monitoring for these borrowers. These requirements are monitored and managed through the individual SRF programs. Page 652 of 972 2 ENVIRONMENTAL AUTHORITIES OVERVIEW The National Environmental Policy Act (NEPA) and various environmental crosscutting authorities fall under the Environmental Authorities listed in the WIFIA regulations at 40 CFR Part 35 Subpart Q. The NEPA of 1969, 42 U.S.C. § 4321, et seq. mandates that federal agencies consider the effects of their actions, including programs, regulations, policies, and grant-funded specific projects, on the quality of the human environment. The issuance of a loan under the WIFIA program constitutes an action that triggers an environmental review of the project scope covered by the loan. The status of NEPA determinations for WIFIA's loans is listed on the WIFIA closed loan web page under the environmental review status column. Prior to issuing a loan, the WIFIA program must review the environmental impacts of the project and make an independent determination under NEPA. The Council of Environmental Quality has established NEPA implementing regulations at 40 CFR part 1500 for meeting these requirements and the WIFIA program is guided by EPA’s implementing regulations at 40 CFR Part 6. The WIFIA program’s environmental review considers project impacts and mitigation measures across various environmental crosscutting authorities, including but not limited to: • Archaeological and Historic Preservation Act, as amended (54 U.S.C. §§ 312501-312508) • Archaeological Resources Protection Act (16 U.S.C. § 470AA-MM) • Bald and Golden Eagle Protection Act (16 U.S.C. §§ 668-668C) • Cleans Water Act (Section 404) • Clean Air Act Conformity (42 U.S.C. § 7506(C)) • Coastal Zone Management Act (16 U.S.C. §§ 1451-1466) • Coastal Barrier Resources Act (16 U.S.C. §§ 3501-3510) • Endangered Species Act (16 U.S.C. §§ 1531-1599) • Environmental Justice (Executive Order 12898) • Essential Fish Habitat Consultation Process under the Magnuson-Stevens Fishery Conservation and Management Act (16 U.S.C. §§ 1801-1891) • Farmland Protection Policy Act (7 U.S.C. §§ 4201-4209) • Fish and Wildlife Coordination Act (16 U.S.C. § 661, et seq.) • Flood Plain Management (Executive Order 11988, as amended by Executive Order 12148) • Marine Mammal Protection Act (16 U.S.C. §§ 1361-1407) • Migratory Bird Treaty Act (16 U.S.C. §§ 703-712) • National Historic Preservation Act (NHPA), as amended (54 U.S.C. § 300101, et seq.) • Native American Graves Protection and Repatriation Act (25 U.S.C. § 3001, et seq.) • Protection of Wetlands (Executive Order 11990, as amended by Executive Order 12608) • Rivers and Harbors Act (Section 10) • Safe Drinking Water Act (42 U.S.C. § 300F-300J-26) • Wild and Scenic Rivers Act (16 U.S.C. §§ 1271-1287) • Wilderness Act (16 U.S.C. § 1131, et seq.) Page 653 of 972 3 WIFIA borrowers do not need to have a completed environmental review prior to submitting a letter of interest to the program or when applying for a WIFIA loan; however, borrowers can expect to provide available environmental assessments, consultations, or other documentation to support the WIFIA program’s review of environmental impacts and mitigation measures as part of application processing. WIFIA projects must comply with all environmental cross-cutting authorities. Compliance with cross- cutting authorities is reviewed and documented by the WIFIA program. The WIFIA program may conduct additional consultations related to federal cross-cutting authorities, as necessary for the environmental review. Compliance with the environmental cross-cutting authorities is particularly important for projects where construction is already in progress or will be starting prior to loan close. Experience has shown that successful and timely completion of consultations under Section 106 of the National Historic Preservation Act and Section 7 of the Endangered Species Act can be difficult when initiated too late in the project schedule. To document the completion of the NEPA environmental review, the WIFIA program will issue one of the following determinations for the loan: • Categorical Exclusion (CATEX): EPA’s list of actions that may be categorically excluded is available at 40 CFR 6.204. The issuance of a CATEX does not require a public comment period. • Finding of No Significant Impact (FONSI) under WIFIA’s Programmatic Environmental Assessment (PEA): The WIFIA program has analyzed the typical potential environmental impacts related to the issuance of credit assistance under WIFIA in the PEA and associated FONSI, related to certain WIFIA water and wastewater projects eligible under 33 U.S.C. § 3905 and described in Section 4 of the PEA. Based on information supplied by the WIFIA borrower and the borrower responses to the WIFIA PEA Questionnaire (included as an appendix to the WIFIA application), the WIFIA program will evaluate the applicability of the project under the PEA. An additional 30-day public comment period is not required for projects that fall under the PEA. • FONSI under Environmental Assessment (EA): If the project does not qualify for a CATEX or the PEA because the environmental impacts or the significance of the impacts are unknown, the WIFIA borrower will be asked to submit an environmental information document (EID) with a scope and level of detail commensurate with the magnitude and significance of the project. If deemed sufficient and acceptable by the WIFIA program, the borrower may submit a draft EA and supporting documents in lieu of an EID, or the WIFIA program will draft an EA. A FONSI determination under an EA is subject to a 30-day public comment period before it is finalized. EPA’s NEPA implementing regulations for environmental assessments are found at 40 CFR 6.205. • Environmental Impact Statement (EIS): If significant impacts are anticipated for the project during the environmental assessment, the WIFIA borrower will partner with the WIFIA program to assist in the preparation of an EIS describing the environmental impacts and reasonable alternatives. EPA may enter into a third-party agreement with the applicant to hire a consulting firm to prepare the EIS. A draft EIS is subject to a 45-day public comment period and the final EIS is subject to a 30-day waiting period before it is finalized, and a record of decision (ROD) is issued for the project. EPA’s NEPA implementing regulations for environmental impact statements are found at 40 CFR 6.207. Page 654 of 972 4 WHAT TO EXPECT The WIFIA program has the responsibility to conduct an environmental review and issue a determination for the project scope covered by a WIFIA loan and to ensure any monitoring requirements are being implemented by the WIFIA borrower prior to and through construction. The WIFIA program must conduct an environmental review prior to issuance of a WIFIA loan. When the WIFIA project is co-funded with other federal or state programs, the WIFIA program may work collaboratively with co-funding agencies to ensure compliance with environmental cross-cutting authorities. WIFIA borrowers should clearly communicate project construction schedules to ensure the environmental compliance requirements can be or have been met prior to conducting ground-disturbing activities or activities that may diminish or alter the character of historic properties. Components of the WIFIA project that do not or cannot comply with environmental cross-cutting authorities may be excluded from the WIFIA project. As part of its compliance monitoring activities, the WIFIA program will conduct periodic document reviews and site walk-throughs during project construction, where applicable, to ensure specific requirements outlined in the WIFIA environmental documentation are met. Prospective borrowers are not required to submit environmental documentation or findings when submitting their letters of interest (LOIs). However, as part of the WIFIA application, borrowers can expect to:  Identify any consultations with cross-cutting agencies that have already been completed or are ongoing.  Discuss the environmental review with the WIFIA program prior to submittal of the application. If it appears that the project may not qualify for a CATEX, the WIFIA program will request that the borrower submit a completed PEA Questionnaire along with the relevant supporting materials. After the application is submitted, WIFIA applicants may be asked to:  Provide additional materials relevant to the project environmental review, including project description and location, project maps, any reports, assessments, or consultations conducted for the project, NEPA determinations by other federal agencies or State Revolving Fund (SRF) programs, or other relevant documentation to support the environmental review.  If an EA or EIS is required, consult with the WIFIA program to determine the scope and level of detail for the documentation, indicate any public meetings or hearings required as part of the process, and support the WIFIA program in responding to comments if the NEPA determination is subject to a public comment period.  Verify accuracy of environmental review documents prepared by the WIFIA program and provided to the applicant at the completion of the environmental review. The signatory of the WIFIA application, or equivalent authority, must sign the Environmental Review Verification Memorandum to confirm the applicant’s concurrence with the environmental documentation. Environmental monitoring and reporting requirements prior to and during project construction will be outlined in the environmental review documents or the loan agreement. The WIFIA program has the responsibility to conduct checks on the borrower’s environmental requirements during compliance Page 655 of 972 5 monitoring activities. Key borrower responsibilities for implementation include:  Execute the requirements outlined in the environmental review documents or specified in the loan agreement. These requirements vary based on the scope of the project and may include activities like submittal of approved environmental permits; use of construction methods to mitigate potential environmental impacts; environmental training for employees; submittal of biological assessments; or other requirements identified through consultations with other federal agencies.  Notify the WIFIA program if the scope of activities under the existing environmental determination is modified and provide supporting documentation for the WIFIA program to initiate additional federal agency consultations, as needed, to maintain the borrower’s environmental compliance with the project. RESOURCES: • CEQ Regulations for Implementing NEPA (40 CFR part 1500) • EPA Procedures for Implementing NEPA and Assessing Environmental Effects (40 CFR Part 6) • PEA for the WIFIA Program • WIFIA PEA Questionnaires for WIFIA Credit Assistance Projects and SRF Programs Page 656 of 972 6 ECONOMIC AND MISCELLANEOUS AUTHORITIES The following federal requirements fall under the Economic and Miscellaneous Authorities listed in the WIFIA regulations at 40 CFR Part 35 Subpart Q. D EBARMENT AND SUSPENSION PROHIBITIONS RELATING TO VIOLATIONS OF CWA AND CAA WITH RESPECT TO FEDERAL CONTRACTS, GRANTS, OR LOANS Executive Order 12549 provides for a governmentwide system for debarment and suspension. A person or business who is debarred or suspended is excluded from activities in which grants, cooperative agreements, contracts of assistance, loans, and loan guarantees are being used to fund the activity. Borrowers must ensure their contractors and subcontractors are not suspended or debarred prior to issuing contracts. For prime contractors, registration under the governmentwide System for Award Management (SAM) is required and borrowers must check their registration under SAM. For lower tier contracts (i.e., subcontracts), OMB guidance under 2 CFR Part 180 Subpart C allows the borrower to verify whether subcontractors are debarred or suspended from government-funded activities using one of three options: (1) check subcontractor status on SAM; (2) collect a certification from the subcontractor; or (3) add a clause or condition to the covered transaction with the subcontractor. Additionally, Section 306 of the Clean Air Act (CAA) and section 508 of the Clean Water Act (CWA), as implemented by Executive Order 11738 (1973), prohibit performance of Federal assistance agreements at facilities disqualified due to certain violations of the CAA or CWA. As described in the respective CAA and CWA sections, a person or entity who has been convicted of a criminal offense or has a serious pattern of civil violations may be barred from receiving Federal government contracts, loans, and grants. Statutory debarments occur by operation of law following criminal conviction under CWA (Section 508) or CAA (Section 306). The ineligibility lasts until the Debarring Official certifies that the condition giving rise to conviction has been corrected. WHAT TO EXPECT The WIFIA program has the responsibility to check that its borrowers are not debarred or suspended from receiving federal funds. In its LOI submittal, WIFIA prospective borrowers are asked to:  Disclose to EPA if they are currently debarred or suspended; proposed for debarment or suspension; or indicted, convicted, or had a civil judgment rendered against it for any of the offenses listed in the regulations governing debarment and suspension at 2 CFR Part 180 and Part 1532; or declared ineligible or excluded from participating in federal contracts or contracts paid for with federal funds. This disclosure is completed as part of the certification submitted with the LOI. During application processing, WIFIA applicants are asked to:  Disclose their debarment and suspension status as part of the WIFIA application and prior to loan closing. Page 657 of 972 7 For all contracts used on the project, WIFIA borrowers are expected to:  Communicate to potential contractors the requirement to certify that the contractor is not debarred or suspended and to require their subcontractors to similarly certify. This is generally provided in bid advertisements and executed contracts. Although no specific contract language is required, sample contract language in the WIFIA specifications package is available for use by the borrower (see Resources below).  Verify that the contractor and its subcontractors are not debarred or suspended. For prime contractors, access SAM to verify the awarded prime contractor is not disqualified or excluded. For lower tier contracts, ensure the prime contractor has verified their subcontractors are not suspended or debarred either by (1) checking exclusions in SAM, (2) collecting a signed certification from the subcontractor, or (3) including a clause or condition for the covered transaction with the subcontractor. RESOURCES • Debarment and Suspension (EO 12549) • Providing for administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal contracts, grants, or loans (EO 11738) • OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (2 CFR Part 180) • Non-procurement Debarment and Suspension (2 CFR part 1532) • System for Award Management (SAM) • Sample Contract Language in WIFIA Specifications Package NEW RESTRICTIONS ON LOBBYING Recipients of federal grants, cooperative agreements, contracts, and loans are prohibited by 31 U.S.C. § 1352 from using federal funds to pay any person for influencing or attempting to influence any officer or employee of an agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress with respect to the award, continuation, renewal, amendment, or modification of any of these instruments. This requirement also applies to the WIFIA program, which follows the EPA implementing regulations on lobbying restrictions prescribed at 40 CFR part 34. WIFIA borrowers are required to certify that (1) they have not made, and will not make, such a prohibited payment, (2) they will be responsible for reporting the use of non-federal funds for such purposes, and (3) they will include these requirements in subsequent contracts and subcontracts that exceed $100,000 and obtain necessary certifications from those entities. WHAT TO EXPECT The WIFIA program has the responsibility to check that its borrowers are not making prohibited payments related to lobbying using federal funds. Page 658 of 972 8 During application processing and prior to issuing a loan, WIFIA applicants are asked to:  Provide completed “Certification Regarding Lobbying” (EPA Form 6600-06) form and if applicable, the “Disclosure of Lobbying Activities” (SF-LLL) form, which are included in the WIFIA Application. Use the WIFIA Loan ID as the EPA Project Control Number.  Provide evidence of borrower communication to contractors and subcontractors of the need to also comply with restrictions on lobbying. This is generally provided in bid advertisements and executed contracts. Although no specific contract language is required, sample contract language in the WIFIA specifications package is available for use by the borrower (see Resources below). Once a WIFIA loan is executed, key borrower responsibilities for implementation include:  Continue to comply with and communicate to contractors and subcontractors of the need to comply with restrictions on lobbying. The WIFIA program will check advertised bids and executed construction contracts, which are a general reporting requirement of the loan, for this type of communication to contractors. RESOURCES • Limitation on use of appropriated funds to influence certain Federal contracting and financial transactions (31 U.S.C 1352) • New Restrictions on Lobbying (40 CFR part 34) • Certification regarding lobbying (EPA Form 6600-06) • Disclosure of Lobbying Activities (SF-LLL) • Sample Contract Language in WIFIA Specifications Package UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY ACQUISITION POLICIES ACT This authority applies to WIFIA borrowers who have acquired or will acquire real property, whether temporary or permanent, for the purpose of completing the WIFIA project. The acquisition itself does not need to be federally funded. If federal funds are used in any phase of the program or project, this statute applies. The Uniform Relocation Assistance and Real Property Acquisition Policies Act (URA), 42 U.S.C 61, establishes a uniform policy for just compensation of acquired real property and for fair and equitable treatment of persons who are displaced from their homes, farms, or businesses to make way for federal or federally assisted projects. It provides basic guidelines for negotiating the acquisition of real property by the federal government. The URA also requires agencies to reimburse individuals for actual and reasonable expenses incident to relocation, such as moving costs, direct loss of tangible personal property associated with moving or discontinuing a business, and expenses involved in searching for a replacement home or business site. 49 CFR Part 24 is the government-wide regulation that implements the URA. Page 659 of 972 9 WHAT TO EXPECT The WIFIA program has the responsibility to check that its borrowers comply with the requirements of the URA if land acquisition is relevant to the project. During application processing and once the WIFIA loan is executed, WIFIA borrowers are asked to:  Disclose to the WIFIA program if land acquisition has occurred or will occur.  Certify that the acquisition complies with or will comply with the URA. This disclosure is completed as part of the certification submitted with the LOI and loan application and as part of disbursement requests to the WIFIA program.  Provide evidence that URA requirements are met, if requested, which may include initial notification to the landowner, appraisal and appraisal reviews, and offer of just compensation related to the acquisition. RESOURCES • URA implementing regulations for Department of Transportation, incorporated by reference in EPA regulations (49 CFR Part 24) • Guidance on Acquisition and Appraisal: Acquiring Real Property for Federal and Federal-Aid Programs and Projects, Federal Highway Administration Office of Real Estate Services • Federal-Aid Essentials for Local Public Agencies: Right of Way Requirements, Federal Highway Administration DEMONSTRATION CITY AND METROPOLITAN DEVELOPMENT ACT Executive Order 12372 and Section 204 of the Demonstration Cities and Metropolitan Development Act, 42 U.S.C 3301 et seq., aim to foster an intergovernmental partnership between federal, state, tribal, and local governments. The executive order encourages federal coordination with local officials on the planning and construction of public facilities within their jurisdiction. WHAT TO EXPECT The WIFIA program is not identified as a program requiring intergovernmental review under this Executive Order. The WIFIA program does not conduct compliance monitoring activities related to this Act after loan execution. RESOURCES • Intergovernmental Review of Federal Programs (Executive Order 12372) • EPA Financial Assistance Programs Subject to Executive Order 12372 Page 660 of 972 10 DRUG-FREE WORKPLACE ACT Under the Drug-free Workplace Act of 1988, 41 U.S.C. § 8101 et seq., federal contractors or any program receiving federal grants is required to establish a drug-free workplace policy. Governmentwide implementation of the Act is prescribed at 2 CFR Part 182, Subparts A through F. WHAT TO EXPECT The WIFIA program is a federal loan program and therefore is not covered by this Act. The WIFIA program does not conduct compliance monitoring activities related to this Act after loan execution. RESOURCES • Drug-free workplace programs, Substance Abuse and Mental Health Services Administration • Governmentwide requirements for Drug-free Workplace (2 CFR Part 182) Page 661 of 972 11 CIVIL RIGHTS, NON-DISCRIMINATION, AND EQUAL EMPLOYMENT OPPORTUNITY AUTHORITIES The following federal requirements fall under the Civil Rights, Nondiscrimination, and Equal Employment Opportunity Authorities listed in the WIFIA regulations at 40 CFR Part 35 Subpart Q. AGE DISCRIMINATION ACT, SECTION 504 OF THE REHABILITATION ACT, AND TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 Three important laws prohibit discrimination in the provision of services or benefits, on the basis of race, color, national origin, sex, handicap or age, in programs or activities receiving federal financial assistance. These laws are: • Title VI of the Civil Rights Act of 1964, 42 U.S.C. § 2000d et seq., as amended, states that “No person in the United States shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance.” • Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. § 794 et seq., as amended and supplemented by Executive Orders 11914 and 11250, states that “(n)o otherwise qualified individual with a disability in the United States…shall, solely by reason of his or her disability, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity receiving federal financial assistance…,” and • The Age Discrimination Act of 1975, 42 U.S.C. § 6101 et seq., as amended, states that “(n)o person in the United States shall, on the basis of age, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity receiving financial assistance…” Borrower compliance with these laws is not limited to the project funded by the WIFIA program. These laws apply to the WIFIA borrower and its operations in its entirety. WHAT TO EXPECT The WIFIA program has the responsibility to check that its borrowers are complying with civil rights laws and are developing projects, programs, and activities on a non-discriminatory basis. During application processing and prior to issuing a loan, WIFIA applicants are asked to:  Provide a completed “Pre-Award Compliance Review Report” (EPA Form 4700-4), which is included in the WIFIA Application, and if requested, additional information on any outstanding civil actions against the applicant.  Provide evidence of communication to contractors and subcontractors of the need to also comply with civil rights laws. This is generally provided in bid advertisements and executed contracts. Although no specific contract language is required, sample contract language in the WIFIA specifications package is available for use by the applicant (see Resources below). Page 662 of 972 12 Once a WIFIA loan is executed, key borrower responsibilities for implementation include:  Continue to comply with and communicate to contractors and subcontractors of the need to comply with civil rights laws and regulations. The WIFIA program will check advertised bids and executed construction contracts, which are a general reporting requirement of the loan, for this type of communication to contractors.  Notify the WIFIA program of new civil suits that have been filed against the borrower that may have material adverse effect. RESOURCES • Civil Rights Pre-Award Compliance Review Report (EPA Form 4700-4) • Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance (40 CFR Part 5) • Nondiscrimination in Programs or Activities Receiving Federal Assistance from the Environmental Protection Agency (40 CFR Part 7) • Sample Contract Language in WIFIA Specifications Package SECTION 13 OF THE CWA As codified in 42 U.S.C. § 1251, Section 13 provides that “No person in the United States shall on the ground of sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance…” EPA implementing regulations for this provision of the CWA is prescribed in 40 CFR part 7 and enforced similarly to those already established for racial and other discrimination under Title VI of the Civil Rights Act of 1964. WHAT TO EXPECT The WIFIA program has similar borrower expectations outlined in Age Discrimination Act, Section 504 of the Rehabilitation Act, and Title VI of the Civil Rights Act of 1964 for implementing CWA Section 13. RESOURCES • Nondiscrimination in Programs or Activities Receiving Federal Assistance from the Environmental Protection Agency (40 CFR Part 7) EQUAL EMPLOYMENT OPPORTUNITY Through a series of Executive Orders, and a decision by the Equal Employment Opportunity Commission, the federal government established a national policy related to discrimination based on race, color, sex, religion, and national origin to enhance hiring, training, and promotion opportunities for minorities and women in construction programs financed, in part, by federal dollars. Chief among these directives is Executive Order 11246, which requires all federal contracting agencies to include certain nondiscrimination and "affirmative action" provisions in all contracts and to require the recipients of federal contracts to include these provisions in subcontracts. The provisions apply to WIFIA borrowers, contractors and subcontractors who receive more than $10,000 in federal dollars a year and Page 663 of 972 13 commit these entities to maintaining a policy of non-discrimination in the treatment of employees, to make this policy known to employees, and to recruit, hire, and train employees without regard to race, color, sex, religion, or national origin. Section 301 of Executive Order 11246 requires that WIFIA borrowers undertake and agree to incorporate into contracts and subcontracts specific language outlining the eight principals and directives found in Section 202 of the Executive Order. Implementing guidelines can be found in the Department of Labor’s regulations at 41 CFR Part 60. Compliance with Executive order 11246 is based on implementation of the Equal Opportunity Clause, and specific affirmative action obligations required by the Standard Federal Equal Employment Opportunity Construction Contract Specifications, as set forth in 41 CFR Part 60-4. WHAT TO EXPECT The WIFIA program has the responsibility to check that its borrowers are complying with laws and regulations related to Equal Employment Opportunity. During application processing and once the WIFIA loan is executed, WIFIA borrowers are asked to:  Provide executed construction contracts (active and completed) that include specified EEO language. EEO law require specific language from Section 202 of Executive Order 11246 be included in bid documents and contracts. The specific language is included in the WIFIA specifications package, which is available for use by the borrower (see Resources below).  In bid solicitations, provide an additional “Notice of Requirement for Affirmative Action to Ensure Equal Employment Opportunity” as described at 41 CFR Part 60-4. The specific language is included in the WIFIA specifications package.  Prominently post “Equal Opportunity is the Law” posters where it is accessible to all applicants for employment, employees, contractors, and subcontractors.  Notify the Department of Labor’s Office of Federal Contract Compliance Programs within 10 working days of award of a construction contract or subcontract in excess of $10,000. RESOURCES • Equal Employment Opportunity posters • Executive Order 11246 and amendments • DOL Construction Contract Technical Assistance Guide • DOL Construction Contract Award Notification • Sample Contract Language in WIFIA Specifications Package Page 664 of 972 14 PARTICIPATION BY DISADVANTAGED BUSINESS ENTERPRISES IN PROCUREMENT UNDER ENVIRONMENTAL PROTECTION AGENCY (EPA) FINANCIAL ASSISTANCE AGREEMENTS The Disadvantaged Business Enterprise (DBE) Program is an EPA outreach, education, and goal program designed to increase and encourage the utilization and participation of DBEs in procurements funded by EPA assistance programs (73 FR 15904). The implementing regulations can be found at 40 CFR Part 33. WIFIA borrowers are required to seek and encouraged to use small, minority and women-owned businesses for their procurement needs using EPA’s six good faith efforts when contracting. The borrower must also ensure that its prime contractor(s) follow the same rules when subcontracting. The six good faith efforts include: 1. Ensure DBEs are made aware of contracting opportunities to the fullest extent practicable through outreach and recruitment activities. For Indian Tribal, State, and Local Government recipients, this will include placing DBEs on solicitation lists and soliciting them whenever they are potential sources. 2. Make information on forthcoming opportunities available to DBEs, arrange time frames for contracts, and establish delivery schedules, where the requirements permit, in a way that encourages and facilitates participation by DBEs in the competitive process. This includes, whenever possible, posting solicitations for bids or proposals for a minimum of 30 calendar days before the bid or proposal closing date. 3. Consider in the contracting process whether firms competing for large contracts could subcontract with DBEs. For Indian Tribal, State, and Local Government recipients, this will include dividing total requirements when economically feasible into smaller tasks or quantities to permit maximum participation by DBEs in the competitive process. 4. Encourage contracting with a consortium of DBEs when a contract is too large for one of these firms to handle individually. 5. Use the services and assistance of the SBA and the Minority Business Development Agency of the Department of Commerce. 6. If the prime contractor awards subcontracts, require the prime contractor to take the steps in items 1 through 5. There are no specific requirements for implementing each of the efforts as long as the effort is shown. Aside from these efforts, WIFIA borrowers do not have other administrative or reporting requirements of the DBE program under a WIFIA loan. WHAT TO EXPECT In implementing EPA’s DBE program, WIFIA borrowers are asked to:  Apply the six good faith efforts when in the process of seeking a prime contractor and ensure that its prime contractors apply the six good faith efforts when in the process of seeking subcontractors.  Maintain proper records demonstrating that the six good faith efforts were applied during contract procurement. Page 665 of 972 15 RESOURCES • DBE Implementing regulations (40 CFR part 33) • DBE Program resources and fact sheets • Sample Contract Language in WIFIA Specifications Package Page 666 of 972 16 AMERICAN IRON AND STEEL (AIS) REQUIREMENT OVERVIEW This requirement is specified in the WIFIA statute at 33 U.S.C. § 3914 and implementation of the federal requirement mirrors Clean Water and Drinking Water SRF programs. See the Latest Updates on Federal Requirements section of this document for Build America, Buy America requirements that are effective starting May 14, 2022. WIFIA borrowers must install iron and steel products that are produced in the U.S. for the project. Products covered under the AIS requirement include: •Lined or unlined pipes and fittings •Manhole covers and other municipal castings •Hydrants •Tanks •Flanges •Pipe clamps and restraints •Valves •Structural steel •Reinforced precast concrete •Construction materials If the listed products are permanently incorporated into the project and are primarily iron and steel material, then borrowers should obtain and keep record of the manufacturer’s certification of AIS compliance for that product. If a product does not fall within one of the listed product categories, it does not need to comply with the AIS requirements. The WIFIA statute allows EPA to grant project waivers in specific circumstances: (1) if the requirement is inconsistent with the public interest; (2) if the products are not produced in the United States in sufficient and reasonably available quantities and of a satisfactory quality; or (3) if the products will increase the cost of the project by 25% or more. WIFIA borrowers can seek guidance from the program on waivers at any phase in project design and implementation to discuss borrower-specific circumstances and explore options to ensure compliance. Product availability waiver requests are most common because not all items covered under the AIS requirement may be produced in the U.S. Borrowers should notify the WIFIA program when product availability issues are identified and prior to product procurement and installation to ensure that the project maintains compliance with the AIS requirement. Although not required, identifying products during project design can help the borrower assess market availability and initiate a timely waiver process, where needed. The waiver process involves: 1.Independent product research. Before availability waivers are considered, the WIFIA program will conduct independent market review based on the borrower’s technical specifications of the product. 2.Borrower assessment. The WIFIA program will notify the borrower of the results and confirm unavailability of the products or identify additional domestically available options for the borrower to assess against their project requirements. If there are feasible options, no further Page 667 of 972 17 steps are taken. 3. Preparation and submission of waiver request package. If there are no feasible options, borrowers will prepare a waiver request package. The WIFIA program reviews the request for adequacy and submits the package for review and approval on the borrower’s behalf. 4. Public comment period. Waiver requests are subject to a 15-day comment period and will be posted on the AIS webpage under Waiver Requests Received by EPA. 5. Approval and notification. Once all comments have been addressed, an approval package will be routed for review and approval through the Office of Water management team. The WIFIA program will post the approved waiver on the AIS webpage under Approved Project Waivers and notify the borrower. Waivers should only be sought when all avenues of procuring AIS-compliant products have been exhausted. In many cases, a borrower may find that an availability waiver is not needed. Public interest and cost waivers are less common. Borrowers should initiate further discussions with the WIFIA program if they believe their project could qualify for a public interest or cost waiver. The waiver process is the same for these waivers except product research and assessment (Steps 1 and 2) do not apply. There are also national waivers that are immediately available for borrower use and do not require additional approval. The National De Minimis Waiver can be used at the borrower’s discretion for incidental and low-cost items; it is ultimately the borrower who decides which items to include under this national waiver. If there is any uncertainty, seek assistance from the WIFIA program. WIFIA cannot close a loan with previously incurred construction costs that are not compliant with the AIS requirement. WHAT TO EXPECT The WIFIA program has the responsibility to check that its borrowers understand the AIS requirements and that those requirements are being properly implemented for the entire project. WIFIA will conduct periodic document reviews and site walk-throughs during project construction to check AIS implementation as part of its compliance monitoring activities. During application processing, WIFIA applicants may be asked to:  Provide evidence of communication on AIS requirements to contractors and subcontractors. Although not statutorily required, applicants can easily achieve this by including notification in advertised bids and executed contracts. Sample contract language in the WIFIA specifications package is available for use by the borrower (see Resources below).  If a project has not yet executed contracts, provide a plan for communication on AIS requirements to contractors and subcontractors.  If the project includes previously incurred costs for construction activities, provide additional documentation to help the WIFIA program check that incurred costs are compliant with this requirement. This request may include: (1) a list of iron or steel products purchased and installed; (2) a sample of AIS certifications for those items; (3) related project waivers; and/or (4) results of Page 668 of 972 18 a third-party AIS audit. WIFIA borrowers are asked to periodically submit documentation to demonstrate continued compliance with the AIS requirement. Key borrower responsibilities for implementation include:  Communicate AIS requirements to contractors and ensure contractors are communicating the requirements to its subcontractors. This is generally included in advertised bids and executed contracts that are a general reporting requirement of the loan and checked by WIFIA. If communication is not included in the contract documents, provide additional evidence that communication has taken place.  Submit draft or executed prime construction contracts for WIFIA review to ensure that adequate compliance language is included. The WIFIA program does not generally review subcontracts unless there is cause for further review.  Identify products that must comply with AIS requirements and determine whether they can be procured domestically. Communicate to the WIFIA program when products cannot be procured domestically to initiate the program’s independent market review and determine whether there is a need for an availability waiver. Submit additional documentation, such as technical specifications and product information, to support the WIFIA program’s review and approval process, as needed.  Maintain up-to-date records or frequently check with prime contractors on AIS certifications for products purchased and installed on the project. This can help the borrower prevent non- compliant products from being permanently incorporated into the project and triggering a non- compliance event. The WIFIA Program requires AIS documentation to be maintained for three years after project completion. The key to borrower compliance is collecting adequate AIS documentation for installed products that are covered by the requirement.  Report any issue with noncompliance to the WIFIA program based on the borrower’s review of purchased and installed products on contracts and subcontracts that must comply with the AIS requirement. RESOURCES • AIS Implementation Memoranda (four documents) • National Waivers, including National De Minimis Waiver. See also AIS Online Webinar on De Minimis, June 2020 • Project Waiver Request Checklist • Sample Contract Language in WIFIA Specifications Package • Sample Certification Letter (available in the AIS Implementation Memorandum, dated March 2014). See also AIS Online Webinar on AIS Certification Letters, July 2020. Page 669 of 972 19 LABOR LAWS AND STANDARDS OVERVIEW This requirement is included in the WIFIA statute at 33 U.S.C. § 3909(e) by reference to Section 513 of the Federal Water Pollution Control Act (33 U.S.C. § 1372) and primarily covers requirements under the Davis- Bacon and Related Acts and the Contract Work Hours Safety Standards Act. Implementation of the federal requirements under these Acts are consistent with guidance provided to Clean Water and Drinking Water State Revolving Loan Programs. Borrowers must comply with federal prevailing wage laws, commonly referred to as Davis-Bacon. While the Davis-Bacon Act itself only requires compliance for federal contracting, WIFIA falls under “related acts” that are also subject to Davis-Bacon requirements. For all prime contracts above the $2,000 threshold, borrowers must enclose specific Davis-Bacon language into the prime contracts and ensure the prime contractor includes the same language in all associated subcontracts. Contracted laborers and mechanics are subject to wages at a rate no less than those determined by the U.S. Department of Labor (DOL). Borrowers must obtain the wage determination for the locality in which a covered activity will take place prior to issuing requests for bids, proposals, quotes, or other methods for soliciting contracts for activities subject to Davis-Bacon. The wage determinations for water infrastructure projects generally fall under the “Heavy” construction type, although the “Building” construction type may also apply. The wage determinations shall be incorporated into solicitations and subsequent contracts. Prime contracts must contain a provision requiring that subcontractors follow the wage determinations incorporated into the prime contract. Force Account laborers and mechanics employed by a governmental agency or political subdivision are not covered under this Act. Further, under the Contract Work Hours Safety Standards Act, borrowers must ensure contractors are receiving overtime pay for work in excess of forty hours for all contracts above the $100,000 threshold. To ensure proper wages are paid, borrowers must collect certified payrolls from contractors and periodically conduct personnel interviews to verify proper wages are being paid under a contract. Many states also have their own prevailing wage laws; however, state prevailing wage laws are not a substitute for federal prevailing wage laws. Requirements for both laws must be met and the greater of the two wages should be applied to the contracts (where equivalent state labor categories can be discerned). Where contracts include incorrect wage determinations, the borrower must take steps to reissue or amend the contract to retroactively incorporate the proper wage determination to the beginning of the contract and compensate for any increases in wages resulting from the wage determination correction. WIFIA cannot close a loan that is not compliant or is not in remediation to return to compliance with this requirement. Page 670 of 972 20 WHAT TO EXPECT The WIFIA program has the responsibility to check that its borrowers understand the Davis-Bacon requirements and that those requirements are being properly implemented for the entire project. The WIFIA program will conduct periodic document reviews and site walk-throughs during project construction to check for implementation of Davis-Bacon requirements as part of its compliance monitoring activities. During application processing, WIFIA applicants may be asked to:  Provide executed construction contracts (active and completed) that include specified Davis- Bacon contract language. DOL regulations require specific language and relevant wage determinations be included in bid documents and contracts. Note that the specified language under 29 CFR §5.5 has been modified for the WIFIA program to also identify borrowers as authorized representatives to ensure compliance with the statute. The modified language is included in the WIFIA specifications package, which is available for use by the applicant (see Resources below).  Provide executed construction contracts (active and completed) that include relevant wage determinations. DOL publishes wage determinations that specify the minimum wage (including fringe benefits) for a given construction type, labor category, and locality in which the work is conducted. These wages are updated regularly on their website. If state prevailing wages also apply, show evidence that a comparison of labor wage rates and categories have been conducted and that the higher of the wages apply to the contract.  If a project has not yet executed contracts, provide sample front-end documents that will be used in all relevant bids and contracts issued for the project.  If the project includes previously incurred costs for construction activities, provide additional documentation to help the WIFIA program check that incurred costs are compliant with this requirement. This request may include: (1) results of a third-party Davis-Bacon audit of the project or specific contract(s); (2) a random sample of certified payroll reports and personnel interviews collected for the contract(s); and/or (3) other borrower evidence of compliance checks for reporting and paid wages (including fringe benefits). As a WIFIA program check on compliance after loan execution, WIFIA borrowers are asked to periodically submit documentation to demonstrate continued compliance with the labor laws and standards. Key borrower responsibilities for implementation include:  Communicate Davis-Bacon requirements to contractors and ensure contractors are relaying the requirements to their subcontractors. Statutorily, this communication is required in advertised bids and executed contracts that are a general reporting requirement of the loan and checked by WIFIA. While the WIFIA program may check borrower’s prime contracts for this language, the onus is on borrowers and prime contractors to verify the same contract language is applied to all relevant subcontracts and that the subcontracts also comply with this requirement. Page 671 of 972 21  Identify the proper wage rates to apply in advertised bids and subsequently in executed contracts. During advertisement, borrowers should monitor and update the bid with the latest applicable version of DOL’s published wage determinations. Borrowers must award contracts within 90 days of bid close to “lock” the wage determinations included in the advertisement. Otherwise, an updated wage determination is required. Seek assistance from the WIFIA program on selecting proper wage determinations, as needed.  For collaborative delivery contracts (e.g., Design-Build, Progressive Design-Build, Construction Management at Risk), the Department of Labor, Wage and Hour Division has interpreted each guaranteed maximum price (GMP) package as an additional obligation to the original contract agreement which is substantial enough to require an updated wage determination. According to DOL’s AAM157 guidance on ‘Application of DBA to Contracts with Options,’ if there is “substantial and segregable amount[s] of construction work” that can be exercised using amendments or addenda to the contracts, these types of contracts should include a current wage determination at the time an amendment - with the purpose of initiating construction on a package or phase of a project - is exercised. See DOL’s AAM157 guidance on ‘Application of DBA to Contracts with Options.’  Submit draft or executed prime construction contracts for WIFIA program review to ensure that adequate compliance language and the appropriate federal wage rates are included. The WIFIA program does not generally review subcontracts unless there is cause for further review.  If a borrower encounters a unique situation at a site that presents uncertainties regarding Davis- Bacon applicability, the borrower must discuss the situation with EPA before authorizing work on that site. This includes any borrower requests for wage conformances for labor classifications that may not exist in the wage determinations. A conformance request must be initiated by the borrower, submitted by EPA, and approved by DOL.  If state prevailing wages also apply, ensure that the certified payrolls reflect paid wages that are also, at a minimum, equal to the corresponding federal prevailing wage rates for the contract.  Post proper Davis-Bacon signage and make readily available the applicable prevailing wage determinations at the construction site(s).  Maintain up-to-date records for at least three years after project completion. Records should include: o Certified payrolls. Borrowers must collect certified payrolls from contractors weekly and check that payroll reports are accurate and paid wages are consistent with the contract’s wage determination and overtime requirements. o Personnel interviews. Borrowers must conduct periodic interviews of workers to ensure proper wages are being paid and document the interviews by completing SF-1445: Labor Standards Interview. Although WIFIA does not require a specific number and frequency, interviews should occur throughout the course of construction and include a sufficient sample of job classifications represented on the job, as well as across various contracts. Page 672 of 972 22 o Apprenticeship and Trainee Programs. Borrowers must confirm apprentice and trainee program registrations and check that ratio requirements under the approved program(s) are met. R ESOURCES • Davis-Bacon regulations (29 CFR Part 5) • U.S. Department of Labor On-line Wage Determinations • U.S. Department of Labor Guides, Forms, and Posters for Davis Bacon and Related Acts (with additional resources) • AAM157 guidance on ‘Application of DBA to Contracts with Options’ • Sample Contract Language in WIFIA Specifications Package Page 673 of 972 23 LATEST UPDATES ON FEDERAL REQUIREMENTS The following federal requirements have been issued since the promulgation of the WIFIA implementation regulation (December 2016) and directly apply to EPA loan and grant programs, including WIFIA borrowers. The WIFIA program will periodically update this section with any notable laws and regulations and WIFIA’s expectations for borrower compliance. B UILD AMERICA, BUY AMERICA ACT (BABA) In November 2021, Congress enacted the Investment in Infrastructure and Jobs Act (IIJA), also known as the Bipartisan Infrastructure Law (BIL) (Public Law, PL 117-58). As part of the IIJA, the Build America, Buy America Act (BABA) (Title IX of PL 117-58) establishes domestic preference requirements to maximize the purchase of goods produced in the U.S. BABA requirements apply to federal financial assistance awards, including loans issued through the WIFIA program, after May 14, 2022. The current interpretations of the statute and guidance indicated that BABA does not apply to for-profit organizations. BABA requirements specify domestic preference requirements in three product categories: iron and steel, manufactured products, and construction materials. The iron and steel product category includes products that are primarily iron and steel. Construction materials include an article, material, or supply that consists primarily of non-ferrous metals, plastic or polymer-based products, glass, lumber, or drywall. All products used in water infrastructure projects will fall under one of the three product categories, except for cement and cementitious materials; aggregates such as stone, sand, or gravel; or aggregate binding agents or additives, which are specifically excepted by the BABA statute. Therefore, manufactured goods cover the remaining products that are not excepted or not classified in the iron and steel and construction materials product categories. If the product is permanently incorporated on a project that is subject to BABA, these products must be produced in the U.S. and have accompanying BABA compliance documentation for the products. The criteria for “produced in the U.S.” are separately defined for each product category. • All iron and steel items used in covered projects must be produced in the United States. This means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. • All manufactured products used in covered projects must be produced in the United States. This means the manufactured product was manufactured in the United States, and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product. • All construction materials used in covered projects must be manufactured in the United States. This means that all manufacturing processes for the construction material occurred in the United States. The Office of Management and Budget’s Made in America Office is the lead office directing BABA implementation guidance across all federal agencies. The Office issued initial implementation guidance (OMB Guidance M22-11) to establish government-wide direction for BABA implementation. This Page 674 of 972 24 guidance is supplemented by EPA’s BABA Implementation Procedures for Office of Water Financial Assistance Programs, which are both linked resources below. Additional OMB guidance is forthcoming on manufactured goods and construction materials. BABA is different from the Buy American Act. Whereas the Buy American Act applies to direct federal procurement, BABA applies to federal financial assistance. BABA is a separate requirement from AIS, which is a statutory requirement under WIFIA. Nevertheless, BABA requirements for primarily iron and steel products are equivalent to the requirements for covered iron and steel products listed under AIS. Compliance documentation for covered iron and steel products under AIS will also satisfy the BABA requirements, which eases implementation for projects that are subject to both AIS and BABA requirements. BABA allows the WIFIA Program to grant waivers in specific circumstances, which are the same as and are described in the American Iron and Steel Requirement section of this document. The WIFIA Program will apply similar procedures under the BABA requirement with an additional required step that incorporates a review from the Made in America Office of the proposed waiver prior to its approval. There are also national waivers that are immediately available for borrower use and do not require additional approval. The EPA National De Minimis Waiver can be used at the borrower’s discretion to waive BABA requirements for products totaling up to 5 percent of total project costs; it is ultimately the borrower who decides which items to include under this national waiver. As this requirement is still evolving, additional national waivers are being considered across the Agency. If there is any uncertainty in the availability and applicability of a national waiver or in the need for a project-specific waiver, seek assistance from the WIFIA program. WIFIA cannot close a loan that is not compliant or is not in remediation to return to compliance with this requirement. WHAT TO EXPECT Note: On June 22, 2022, the WIFIA Program issued a program waiver that waives BABA requirements for projects that can demonstrate design planning efforts were initiated prior to May 14, 2022, the effective date of BABA. The WIFIA Program does not impose BABA requirements to projects that executed a WIFIA loan prior to May 14, 2022. WIFIA staff will evaluate and communicate the applicability of this waiver for WIFIA Projects during the loan application and due diligence process. AIS requirements will still apply to these projects. During application processing, WIFIA applicants may be asked to:  Provide evidence of planning and design documents for the project elements included in the WIFIA loan to further evaluate the applicability of the WIFIA Program Waiver.  Provide evidence of communication on BABA requirements to contractors and subcontractors. Although not statutorily required, applicants can easily achieve this by including notification in advertised bids and executed contracts. Sample contract language in the WIFIA specifications package is available for use by the borrower (see Resources below). BABA requirements should be communicated to contractors and subcontractors for all projects subject to the Page 675 of 972 25 requirement. However, also communicate in the contract language whether the WIFIA project is subject to the WIFIA Program Waiver so that contractors and subcontractors know if it is an approved pathway towards compliance for the project.  If a project has not yet executed contracts, provide a plan for communication on BABA requirements to contractors and subcontractors.  If a project has not yet executed contracts, provide a plan for communication on BABA requirements to contractors and subcontractors. WIFIA borrowers are asked to periodically submit documentation to demonstrate continued compliance with the BABA requirement. Key borrower responsibilities for implementation include:  Communicate BABA requirements to contractors and ensure contractors are communicating the requirements to its subcontractors. This is generally included in advertised bids and executed contracts that are a general reporting requirement of the loan and checked by WIFIA. If communication is not included in the contract documents, provide additional evidence that communication has taken place.  Submit draft or executed prime construction contracts for WIFIA review to ensure that adequate compliance language is included. The WIFIA program does not generally review subcontracts unless there is cause for further review.  Procure domestic products that will be permanently incorporated in the project. Communicate to the WIFIA program when products cannot be procured domestically to initiate the program’s independent market review and determine whether there is a need for an availability waiver. Submit additional documentation, such as technical specifications and product information, to support the WIFIA program’s review and approval process, as needed.  Communicate to the WIFIA program if implementation of the BABA requirements results in project impacts for which a public interest waiver or cost waiver may be needed and provide supporting documentation demonstrating the need.  Maintain up-to-date records or frequently check with prime contractors on BABA certifications for products purchased and installed on the project. This can help the borrower prevent non- compliant products from being permanently incorporated into the project and triggering a non- compliance event. The key to borrower compliance is collecting adequate BABA documentation for installed products that are covered by the requirement.  Report any issue with noncompliance to the WIFIA program based on the borrower’s review of purchased and installed products on contracts and subcontracts that must comply with the AIS requirement. RESOURCES • Office of Management and Budget, Made in America Office, Initial Implementation Guidance on Application of Buy America Preference in Federal Financial Assistance Programs for Infrastructure, April 18, 2022 Page 676 of 972 26 • U.S. EPA, Office of Water, BABA Implementation Procedures Memo, November 3, 2022 • Approved BABA Waivers applicable to the WIFIA Program: WIFIA Program Waiver, June 22, 2022 De Minimis General Applicability Waiver, October 21, 2022 The WIFIA program will periodically update this waiver list as BABA requirements and implementation guidance evolve. • Sample Contract Language in WIFIA Specifications Package Page 677 of 972 27 P ROHIBITION ON CERTAIN TELECOMMUNICATION AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT In August 2018, the federal government enacted the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Public Law, PL 115-232). Section 889(b)(1) of PL 115-232 prohibits an executive agency from obligating or expending loan or grant funds to procure or obtain or to enter into, extend, or renew a contract to procure or obtain “covered telecommunications equipment or services” that are substantial or essential to any system, or as critical technology to any system. Federal loan and grant programs are required to implement this requirement within two years of enactment. “Covered telecommunications equipment or services” (PL 115-232, Section 889(f)(3)) include: • Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). • For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). • Telecommunications or video surveillance services provided by such entities or using such equipment. • Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. The prohibition does not apply to: • Procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements. • Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. Effective August 13, 2020, borrowers cannot submit these costs for WIFIA disbursement as they are no longer eligible costs and the WIFIA program, as a federal loan program, is prohibited from reimbursing for telecommunications equipment and services covered under this law. WHAT TO EXPECT To ensure compliance with this requirement, borrowers are asked to:  Provide evidence of borrower communication to contractors and subcontractors of the need to comply with the prohibition. This is generally provided in bid advertisements and executed contracts. Although no specific contract language is required, sample contract language in the WIFIA specifications package is available for use by the borrower (see Resources below).  Avoid procurement of “covered telecommunications equipment, services, and systems” on contracts that involve the use of federal funds. Access SAM to verify that entities providing telecommunications equipment, services, and systems on the WIFIA project are not listed on the Page 678 of 972 28 exclusion list. RESOURCES • John S. McCain National Defense Authorization Act for Fiscal Year 2019 (PL 115-232) • System for Award Management (SAM) • Sample Contract Language in WIFIA Specifications Package Page 679 of 972 29 GENERAL GUIDANCE ON COMPLIANCE WITH FEDERAL REQUIREMENTS The WIFIA program is committed to supporting its borrowers with complying with federal requirements. In any case of uncertainty with implementation, the WIFIA borrower should seek timely clarification and assistance by contacting their respective WIFIA points of contact. • For general inquiries on federal requirements for the WIFIA program, email: wifia@epa.gov • For borrowers processing their loan applications, email the WIFIA engineering or environmental contact assigned to the transaction. • For borrowers with executed loans, email: wifia portfolio@epa.gov GUIDING PRINCIPLES FOR COMPLIANCE Below are guiding principles to support the borrower in ensuring compliance with federal requirements: UNDERSTAND THE FEDERAL REQUIREMENTS. Reading through this Borrower Guide is a good first step towards understanding the federal requirements that apply to WIFIA borrowers. These requirements are very similar to those that would apply to other federal funding programs. If there is borrower uncertainty on the WIFIA program’s expectations for compliance, seek clarifications by contacting the borrower’s respective WIFIA point of contact. Borrowers may find that developing a plan for compliance with federal requirements early in project planning can ensure that potential issues are identified and remedied early or are avoided entirely. IDENTIFY AND COMMUNICATE EARLY. Defining lines of communications and decision-making roles is also important. WIFIA borrowers are responsible for ensuring compliance with federal requirements and should be the ultimate decision-maker for the project. As frequently noted in this guide, the WIFIA program expects borrowers to communicate federal requirements as part of bid solicitations and in executed contracts when WIFIA funding is anticipated. This is particularly beneficial for construction- related work to avoid the need to retroactively address federal requirements with contractors. Timely communication between the borrower and the WIFIA program, as well as between the borrower and its contractors/subs, can help avoid issues of non-compliance. Throughout the course of the WIFIA project, borrowers should not hesitate to communicate potential issues with compliance to the WIFIA program and collectively explore available options and remedies with them. MAINTAIN GOOD DOCUMENTATION. Good documentation is key to compliance. If there is no evidence that the borrower has complied with federal requirements, the WIFIA program finds it difficult to verify that the borrower is compliant. The WIFIA program does not require any specific software for borrowers to document compliance. There is no single approach to recordkeeping, and it can be as simple or complex as is appropriate for the project. Borrowers may want to consider the following when establishing recordkeeping procedures: 1. The borrower is responsible for checking and ensuring compliance for their contractors and subcontractors. Organize documents such that they are easy to internally review against federal requirements. Page 680 of 972 30 2. The WIFIA program periodically requests review of documents to ensure compliance. This may include document requests for contracts, environmental monitoring reports, AIS certifications for specific items, and certified payrolls and wage determinations. Although the WIFIA program’s review may not be inclusive of all contracts and subcontracts, documents should be easy to locate during compliance monitoring activities. 3. Some federal requirements have a minimum duration for maintaining project records, including AIS and Davis-Bacon. Local and state requirements may be longer or shorter. Be aware of recordkeeping requirements to ensure recordkeeping requirements are fully met. CO-FUNDING WITH OTHER FEDERAL AND STATE PROGRAMS As a supplementary financing program, WIFIA borrowers may also receive funds from other federally financed programs. Some of these programs may have overlapping federal requirements; however, each program will have a separate responsibility (and monitoring procedures) to ensure their borrowers comply with the federal requirements outlined for that program. To the extent possible and reasonable, the WIFIA program will work with other federal programs that are co-funding its borrowers to share information on federal compliance activities that may be relevant across the programs. For example, WIFIA borrowers may also receive funding from their SRF program for a project. To help gain efficiencies for both programs, the WIFIA program might coordinate environmental reviews where there are overlapping elements with the state environmental review process. The WIFIA program might also work collaboratively with the state SRF on AIS-related matters or with other federal agencies on BABA-related matters. On the other hand, some of these federally financed programs may have similar but different requirements. WIFIA borrowers should evaluate these separate requirements in its entirety such that implementation will satisfy both sets of requirements. For example, WIFIA borrowers may also receive financing from the Department of Transportation, which may trigger Buy American requirements. AIS and Buy American requirements are separate and distinct. One does not replace the other. WIFIA borrowers will have to satisfy both these requirements. STATE LAWS AND REGULATIONS Federal and state laws and regulations do not replace each other. WIFIA borrowers should evaluate federal and state requirements in their entirety such that implementation will satisfy both sets of requirements. For example, the Davis-Bacon Act requires that laborers and mechanics are at least paid the federal prevailing wage laws. If the state prevailing wage law provides higher wages than the federal prevailing wage for the locality and for an equivalent labor category, then the use of the state prevailing wage for that locality and equivalent labor category can satisfy both federal and state prevailing wage law requirements for paid wages. However, the use of higher state wage rates does not preclude the WIFIA borrower from having to comply with other requirements under the Davis-Bacon Act. PROFESSIONAL SERVICE CONTRACTS VS CONSTRUCTION CONTRACTS All contracts issued for a project that is receiving a WIFIA loan are subject to a federal requirements review as part of the WIFIA program’s compliance monitoring responsibilities. The review ensures that federal requirements are being communicated from borrower to contractors and from contractors to Page 681 of 972 31 subcontractors. During compliance monitoring, WIFIA targets this review on prime construction contracts as an initial assessment of the borrower’s compliance; however, additional contracts may be requested if warranted. Not all federal laws and regulations listed in this document apply to professional services contracts. In particular, contract language for American Iron and Steel requirements, Davis Bacon and Related Acts, and Equal Employment Opportunity (EEO), Executive Order 11246, do not apply to professional services contracts. On the other hand, professional services contracts do require reference to the economic and miscellaneous authorities listed in this document. All contracts must abide by the civil rights and non-discrimination laws, whether they are referenced in contracts or not. Page 682 of 972 A-1 APPENDIX: WIFIA SPECIFICATION PACKAGE AND BID CONTRACT LANGUAGE Last Updated: November 2022 The is a reference document that provides all necessary contract language for WIFIA funded projects. Please note that some of the contract language in this package is required and must be included verbatim and some is suggested. For Suggested Contract Language, you may use your own language so long as it still ensures that provisions are included to guarantee compliance with the federal requirements. EPA MAKES NO CLAIMS REGARDING THE LEGALITY OF THE FEDERAL LANGUAGE PROVISIONS WITH RESPECT TO STATE OR LOCAL LAW. ECONOMIC AND MISCELLANEOUS AUTHORITIES DEBARMENT AND SUSPENSION AND PROHIBITIONS RELATING TO VIOLATIONS OF CWA AND CAA WITH RESPECT TO FEDERAL CONTRACTS, GRANTS, OR LOANS Suggested Contract Language: Debarment and Suspension. Contractor certifies that it will not knowingly enter into a contract with anyone who is ineligible under the 2 CFR part 180 and part 1532 (per Executive Order 12549, 51 FR 6370, February 21, 1986) or who is prohibited under Section 306 of the Clean Air Act or Section 508 of the Clean Water Act to participate in the [Project]. Suspension and debarment information can be accessed at http://www.sam.gov. Contractor represents and warrants that it has or will include a term or conditions requiring compliance with this provision in all of its subcontracts under this Agreement. NEW RESTRICTIONS ON LOBBYING Suggested Contract Language: Federal Lobbying Restrictions (31 U.S.C 1352). Recipients of federal financial assistance may not pay any person for influencing or attempting to influence any officer or employee of a federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress with respect to the award, continuation, renewal, amendment, or modification of a federal grant, loan, or contract. These requirements are implemented for USEPA in 40 CFR Part 34, which also describes types of activities, such as legislative liaison activities and professional and technical services, which are not subject to this prohibition. Upon award of this contract, Contractor shall complete and submit to the City the certification and disclosure forms in Appendix A and Appendix B to 40 CFR Part 34. Contractor shall also require all subcontractors and suppliers of any tier awarded a subcontract over $100,000 to similarly complete and submit the certification and disclosure forms pursuant to the process set forth in 40 CFR 34.110. Page 683 of 972 A-2 CIVIL RIGHTS, NONDISCRIMINATION, AND EQUAL EMPLOYMENT OPPORTUNITY AUTHORITIES AGE DISCRIMINATION ACT, SECTION 504 OF THE REHABILITATION ACT, TITLE VI OF THE CIVIL RIGHTS ACT OF 1964, AND SECTION 13 OF THE CLEAN WATER ACT Suggested Contract Language: CIVIL RIGHTS OBLIGATIONS. Contractor shall comply with the following federal non-discrimination requirements: a. Title VI of the Civil Rights Act of 1964, which prohibits discrimination based on race, color, and national origin, including limited English proficiency (LEP). (42 U.S.C 2000D, et. seq) b. Section 504 of the Rehabilitation Act of 1973, which prohibits discrimination against persons with disabilities. (29 U.S.C. 794, supplemented by EO 11914, 41 FR 17871, April 29, 1976 and EO 11250, 30 FR 13003, October 13, 1965) c. The Age Discrimination Act of 1975, which prohibits age discrimination. (42 U.S.C 6101 et. seq) d. Section 13 of the Federal Water Pollution Control Act Amendments of 1972, which prohibits discrimination on the basis of sex. e. 40 CFR Part 7, as it relates to the foregoing. EQUAL EMPLOYMENT OPPORTUNITY Required Contract Language. Note the requirements include three separate sections to include in contracts: EEO, Standard Federal Equal Employment Opportunity Construction Contract Specifications, and Segregated Facilities. This language must be included verbatim: Equal Employment Opportunity (EEO). The Contractor shall comply with Executive Order 11246, entitled 'Equal Employment Opportunity,' as amended by Executive Order 11375, and as supplemented in Department of Labor regulations (41 CFR Part 60). (EO 11246, 30 FR 12319, September 28, 1965) Contractor's compliance with Executive order 11246 shall be based on implementation of the Equal Opportunity Clause, and specific affirmative active obligations required by the Standard Federal Equal Employment Opportunity Construction Contract Specifications, as set forth in 41 CFR Part 60-4. During the performance of this contract, the contractor agrees as follows: 1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, Page 684 of 972 A-3 demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 2) The contractor will, in all solicitations or advancements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee’s essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor’s legal duty to furnish information. 4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers’ representative of the contractor’s commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5) The contractor will comply with all provisions of Executive Order No. 11246 of Sept. 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 6) The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 7) In the event of the contractor’s noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of Sept. 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8) The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor Page 685 of 972 A-4 as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States. [Sec. 202 amended by EO 11375 of Oct. 13, 1967, 32 FR 14303, 3 CFR, 1966–1970 Comp., p. 684, EO 12086 of Oct. 5, 1978, 43 FR 46501, 3 CFR, 1978 Comp., p. 230, EO 13665 of April 8, 2014, 79 FR 20749, EO 13672 of July 21, 2014, 79 FR 42971] Standard Federal Equal Employment Opportunity Construction Contract Specifications. (41 CFR 60-4.3) 1) As used in these specifications: a) “Covered area” means the geographical area described in the solicitation from which this contract resulted; b) “Director” means Director, Office of Federal Contract Compliance Programs, United States Department of Labor, or any person to whom the Director delegates authority; c) “Employer identification number” means the Federal Social Security number used on the Employer's Quarterly Federal Tax Return, U.S. Treasury Department Form 941. d) “Minority” includes: i) Black (all persons having origins in any of the Black African racial groups not of Hispanic origin); ii) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American or other Spanish Culture or origin, regardless of race); iii) Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian Subcontinent, or the Pacific Islands); and iv) American Indian or Alaskan Native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification). 2) Whenever the Contractor, or any Subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of $10,000 the provisions of these specifications and the Notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this contract resulted. 3) If the Contractor is participating (pursuant to 41 CFR 60-4.5) in a Hometown Plan approved by the U.S. Department of Labor in the covered area either individually or through an association, its affirmative action obligations on all work in the Plan area (including goals and timetables) shall be in accordance with that Plan for those trades which have unions participating in the Plan. Contractors must be able to demonstrate their participation in and compliance with the provisions of any such Hometown Plan. Each Contractor or Subcontractor participating in an approved Plan is individually required to comply with its obligations under the EEO clause, and to make a good faith effort to achieve each goal under the Plan in each trade in which it has employees. The overall good faith performance by other Contractors or Subcontractors toward a goal in an approved Plan does not excuse any covered Contractor's or Subcontractor's failure to take good faith efforts to achieve the Plan goals and timetables. 4) The Contractor shall implement the specific affirmative action standards provided in paragraphs 7 a through p of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of employment and training of minority and Page 686 of 972 A-5 female utilization the Contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered Construction contractors performing construction work in geographical areas where they do not have a Federal or federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the Federal Register in notice form, and such notices may be obtained from any Office of Federal Contract Compliance Programs office or from Federal procurement contracting officers. The Contractor is expected to make substantially uniform progress in meeting its goals in each craft during the period specified. 5) Neither the provisions of any collective bargaining agreement, nor the failure by a union with whom the Contractor has a collective bargaining agreement, to refer either minorities or women shall excuse the Contractor's obligations under these specifications, Executive Order 11246, or the regulations promulgated pursuant thereto. 6) In order for the nonworking training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees must be employed by the Contractor during the training period, and the Contractor must have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be trained pursuant to training programs approved by the U.S. Department of Labor. 7) The Contractor shall take specific affirmative actions to ensure equal employment opportunity. The evaluation of the Contractor's compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The Contractor shall document these efforts fully, and shall implement affirmative action steps at least as extensive as the following: a) Ensure and maintain a working environment free of harassment, intimidation, and coercion at all sites, and in all facilities at which the Contractor's employees are assigned to work. The Contractor, where possible, will assign two or more women to each construction project. The Contractor shall specifically ensure that all foremen, superintendents, and other on-site supervisory personnel are aware of and carry out the Contractor's obligation to maintain such a working environment, with specific attention to minority or female individuals working at such sites or in such facilities. b) Establish and maintain a current list of minority and female recruitment sources, provide written notification to minority and female recruitment sources and to community organizations when the Contractor or its unions have employment opportunities available, and maintain a record of the organizations' responses. c) Maintain a current file of the names, addresses and telephone numbers of each minority and female off-the-street applicant and minority or female referral from a union, a recruitment source or community organization and of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the Contractor by the union or, if referred, not employed by the Contractor, this shall be documented in the file with the reason therefor, along with whatever additional actions the Contractor may have taken. d) Provide immediate written notification to the Director when the union or unions with which the Contractor has a collective bargaining agreement has not referred to the Contractor a minority person or woman sent by the Contractor, or when the Contractor has other information that the Page 687 of 972 A-6 union referral process has impeded the Contractor's efforts to meet its obligations. e) Develop on-the-job training opportunities and/or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the Contractor's employment needs, especially those programs funded or approved by the Department of Labor. The Contractor shall provide notice of these programs to the sources compiled under 7b above. f) Disseminate the Contractor's EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the Contractor in meeting its EEO obligations; by including it in any policy manual and collective bargaining agreement; by publicizing it in the company newspaper, annual report, etc.; by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction work is performed. g) Review, at least annually, the company's EEO policy and affirmative action obligations under these specifications with all employees having any responsibility for hiring, assignment, layoff, termination or other employment decisions including specific review of these items with onsite supervisory personnel such as Superintendents, General Foremen, etc., prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. h) Disseminate the Contractor's EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media, and providing written notification to and discussing the Contractor's EEO policy with other Contractors and Subcontractors with whom the Contractor does or anticipates doing business. i) Direct its recruitment efforts, both oral and written, to minority, female and community organizations, to schools with minority and female students and to minority and female recruitment and training organizations serving the Contractor's recruitment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, the Contractor shall send written notification to organizations such as the above, describing the openings, screening procedures, and tests to be used in the selection process. j) Encourage present minority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer and vacation employment to minority and female youth both on the site and in other areas of a Contractor's work force. k) Validate all tests and other selection requirements where there is an obligation to do so under 41 CFR part 60-3. l) Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, etc., such opportunities. m) Ensure that seniority practices, job classifications, work assignments and other personnel practices, do not have a discriminatory effect by continually monitoring all personnel and employment related activities to ensure that the EEO policy and the Contractor's obligations Page 688 of 972 A-7 under these specifications are being carried out. n) Ensure that all facilities and company activities are non-segregated except that separate or single- user toilet and necessary changing facilities shall be provided to assure privacy between the sexes. o) Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations. p) Conduct a review, at least annually, of all supervisors' adherence to and performance under the Contractor's EEO policies and affirmative action obligations. 8) Contractors are encouraged to participate in voluntary associations which assist in fulfilling one or more of their affirmative action obligations (7a through p). The efforts of a contractor association, joint contractor-union, contractor-community, or other similar group of which the contractor is a member and participant, may be asserted as fulfilling any one or more of its obligations under 7a through p of these Specifications provided that the contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the Contractor's minority and female workforce participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation which demonstrates the effectiveness of actions taken on behalf of the Contractor. The obligation to comply, however, is the Contractor's and failure of such a group to fulfill an obligation shall not be a defense for the Contractor's noncompliance. 9) A single goal for minorities and a separate single goal for women have been established. The Contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non-minority. Consequently, the Contractor may be in violation of the Executive Order if a particular group is employed in a substantially disparate manner (for example, even though the Contractor has achieved its goals for women generally, the Contractor may be in violation of the Executive Order if a specific minority group of women is underutilized). 10) The Contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, sexual orientation, gender identity, or national origin. 11) The Contractor shall not enter into any Subcontract with any person or firm debarred from Government contracts pursuant to Executive Order 11246. 12) The Contractor shall carry out such sanctions and penalties for violation of these specifications and of the Equal Opportunity Clause, including suspension, termination and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as amended, and its implementing regulations, by the Office of Federal Contract Compliance Programs. Any Contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order 11246, as amended. 13) The Contractor, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph 7 of these specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the Contractor fails to comply with the requirements of the Executive Order, the Page 689 of 972 A-8 implementing regulations, or these specifications, the Director shall proceed in accordance with 41 CFR 60-4.8. 14) The Contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to submit reports relating to the provisions hereof as may be required by the Government and to keep records. Records shall at least include for each employee the name, address, telephone numbers, construction trade, union affiliation if any, employee identification number when assigned, social security number, race, sex, status (e.g., mechanic, apprentice trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the degree that existing records satisfy this requirement, contractors shall not be required to maintain separate records. 15) Nothing herein provided shall be construed as a limitation upon the application of other laws which establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e.g., those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program). Segregated Facilities. (41 CFR 60-1.8) The contractor must ensure that facilities provided for employees are provided in such a manner that segregation on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin cannot result. The contractor may neither require such segregated use by written or oral policies nor tolerate such use by employee custom. The contractor's obligation extends further to ensuring that its employees are not assigned to perform their services at any location, under the contractor's control, where the facilities are segregated. This obligation extends to all contracts containing the equal opportunity clause regardless of the amount of the contract. The term “facilities,” as used in this section, means waiting rooms, work areas, restaurants and other eating areas, time clocks, restrooms, wash rooms, locker rooms, and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing provided for employees; Provided, That separate or single-user restrooms and necessary dressing or sleeping areas shall be provided to assure privacy between the sexes. Page 690 of 972 A-9 Required EEO language in bid solicitations only (or equivalent). Goals for minority participation must be filled in for the locality of work. Notice of Requirement for Affirmative Action to Ensure Equal Employment Opportunity (Executive Order 11246) located at 41 CFR § 60-4.2: 1.The Offeror's or Bidder's attention is called to the “Equal Opportunity Clause” and the “Standard Federal Equal Employment Specifications” set forth herein. 2.The goals and timetables for minority and female participation, expressed in percentage terms for the Contractor's aggregate workforce in each trade on all construction work in the covered area, are as follows: Timetables Goals for minority participation for each trade Goals for female participation in each trade 13.8%2 6.9%3 These goals are applicable to all the Contractor's construction work (whether or not it is Federal or federally assisted) performed in the covered area. If the contractor performs construction work in a geographical area located outside of the covered area, it shall apply the goals established for such geographical area where the work is actually performed. With regard to this second area, the contractor also is subject to the goals for both its federally involved and non-federally involved construction. The Contractor's compliance with the Executive Order and the regulations in 41 CFR part 60-4 shall be based on its implementation of the Equal Opportunity Clause, specific affirmative action obligations required by the specifications set forth in 41 CFR 60-4.3(a), and its efforts to meet the goals. The hours of minority and female employment and training must be substantially uniform throughout the length of the contract, and in each trade, and the contractor shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of minority or female employees or trainees from Contractor to Contractor or from project to project for the sole purpose of meeting the Contractor's goals shall be a violation of the contract, the Executive Order and the regulations in 41 CFR part 60-4. Compliance with the goals will be measured against the total work hours performed. 3.The Contractor shall provide written notification to the Director of the Office of Federal Contract Compliance Programs within 10 working days of award of any construction subcontract in excess of $10,000 at any tier for construction work under the contract resulting from this solicitation. The notification shall list the name, address and telephone number of the subcontractor; employer identification number of the subcontractor; estimated dollar amount of the subcontract; estimated starting and completion dates of the subcontract; and the geographical area in which the subcontract is to be performed. 4.As used in this Notice, and in the contract resulting from this solicitation, the “covered area” is (insert description of the geographical areas where the contract is to be performed giving the state, county and city, if any). 2 Goals can be found at: https://www.dol.gov/agencies/ofccp/construction 3 Nationwide goal for all covered areas Page 691 of 972 A-10 PARTICIPATION BY DISADVANTAGED BUSINESS ENTERPRISES IN PROCUREMENT UNDER EPA FINANCIAL ASSISTANCE AGREEMENTS Note: The WIFIA program only requires use of the EPA DBE program’s six good faith efforts during contract procurement. States may require additional DBE reporting. Suggested Contract Language: Disadvantaged Business Enterprises (DBE). The contractor must ensure that the DBE’s six good faith efforts are used during the procurement of subcontractors for the [Project]. The six good faith efforts are found at: https://www.epa.gov/grants/disadvantaged-business-enterprise-program- requirements#sixgoodfaithefforts. Page 692 of 972 A-11 AMERICAN IRON AND STEEL ( AIS) REQUIREMENT Suggested Contract Language: The Contractor acknowledges to and for the benefit of City of Englewood (“Purchaser”) and the United States Environmental Protection Agency (“EPA”) that it understands the goods and services under this Agreement are being funded with monies made available by the Water Infrastructure Finance and Innovation Act program of the EPA that has statutory requirements commonly known as “American Iron and Steel” that requires all of the iron and steel products used in the project to be produced in the United States (“American Iron and Steel Requirement”) including iron and steel products provided by the Contactor pursuant to this Agreement. The Contractor hereby represents, warrants and covenants to and for the benefit of the Purchaser and the EPA that (a) the Contractor has reviewed and understands the American Iron and Steel Requirement, (b) all of the iron and steel products used in the project will be and/or have been produced in the United States in a manner that complies with the American Iron and Steel Requirement, unless a waiver of the requirement is approved, and (c) the Contractor will provide any further verified information, certification or assurance of compliance with this paragraph, or information necessary to support a waiver of the American Iron and Steel Requirement, as may be requested by the Purchaser or the EPA. Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph by the Contractor shall permit the Purchaser or the EPA to recover as damages against the Contractor any loss, expense, or cost (including without limitation attorney’s fees) incurred by the Purchaser or the EPA resulting from any such failure (including without limitation any impairment or loss of funding, whether in whole or in part, from the EPA or any damages owed to the EPA by the Purchaser). While the Contractor has no direct contractual privity with the EPA, as a lender to the Purchaser for the funding of its project, the Purchaser and the Contractor agree that the EPA is a third- party beneficiary and neither this paragraph (nor any other provision of this Agreement necessary to give this paragraph force or effect) shall be amended or waived without the prior written consent of the EPA. Page 693 of 972 A-12 LABOR LAWS AND STANDARDS Note that the language below addresses Davis Bacon and Related Acts and incorporates the WIFIA borrower as an authorized representative, in accordance with the WIFIA loan agreement, to ensure compliance with this federal requirement. Required Contract Language. Compliance with Davis-Bacon and Related Acts. (a)In any contract in excess of $2,000 which is entered into for the actual construction, alteration and/or repair, including painting and decorating, of a public building or public work, or building or work financed in whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed from funds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual contribution (except where a different meaning is expressly indicated), and which is subject to the labor standards provisions of any of the acts listed in 29 C.F.R. § 5.1, the following clauses (or any modifications thereof to meet the particular needs of the agency, provided that such modifications are first approved by the Department of Labor): (1)Minimum wages. (i)All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act ( 29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in § 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the contractor and its Page 694 of 972 A-13 subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii) (A)The WIFIA assistance recipient, the City of Englewood, on behalf of the U.S. Environmental Protection Agency (EPA), shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The WIFIA assistance recipient shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1)The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2)The classification is utilized in the area by the construction industry; and (3)The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B)If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the WIFIA assistance recipient agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent to the Administrator of the Wage and Hour Division (WHD Administrator), U.S. Department of Labor, Washington, DC 20210. The WHD Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the WIFIA assistance recipient or will notify the WIFIA assistance recipient within the 30- day period that additional time is necessary. (C)In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the WIFIA assistance recipient do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the WIFIA assistance recipient shall refer the questions, including the views of all interested parties and the recommendation of the WIFIA assistance recipient, to the WHD Administrator for determination. The WHD Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the WIFIA assistance recipient or will notify the WIFIA assistance recipient within the 30-day period that additional time is necessary. (D)The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii)Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv)If the contractor does not make payments to a trustee or other third person, the contractor Page 695 of 972 A-14 may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (2)Withholding. The City of Englewood, shall upon written request of the WIFIA Director or an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the WIFIA Director may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3)Payrolls and basic records. (i)Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii){no text here} Page 696 of 972 Page 697 of 972 A-16 representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the EPA may, after written notice to the City of Englewood, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4)Apprentices and trainees – (i)Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the WHD Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii)Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to Page 698 of 972 A-17 and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the WHD Administrator determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii)Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. (5)Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6)Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the EPA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7)Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8)Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9)Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the City of Englewood, EPA, the U.S. Page 699 of 972 A-18 Department of Labor, or the employees or their representatives. (10)Certification of eligibility. (i)By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii)No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii)The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. (b)Contract Work Hours and Safety Standards Act. The following clauses set forth in paragraphs (b)(1), (2), (3), and (4) of this section shall be inserted in full in any contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by § 5.5(a) or § 4.6 of part 4 of this title. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. (1)Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2)Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $25 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3)Withholding for unpaid wages and liquidated damages. The City of Englewood shall upon its own action or upon written request of an authorized representative of the Department of Labor, or the EPA, withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section. (4)Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors Page 700 of 972 A-19 to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section. (c)In addition to the clauses contained in paragraph (b), in any contract subject only to the Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in § 5.1, the contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the EPA shall cause or require the the City of Englewood to insert in any such contract a clause providing that the records to be maintained under this paragraph shall be made available by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives of the City of Englewood, EPA and the Department of Labor, and the contractor or subcontractor will permit such representatives to interview employees during working hours on the job. Page 701 of 972 A-20 LATEST UPDATES ON FEDERAL REQUIREMENTS BUILD AMERICA, BUY AMERICA ACT Other language may be included on contracts for clarity on this federal requirement if an applicable waiver applies. For example, if the WIFIA program has determined program waiver coverage, indicate in contract documents, “This Project is covered under the WIFIA Program Waiver (June 22, 2022), which waives BABA requirements.” Suggested Contract Language: Build America, Buy America (Effective May 14, 2022) The Contractor acknowledges to and for the benefit of (“Purchaser”) and the United States Environmental Protection Agency (“EPA”) that it understands the goods and services under this Agreement are being funded with federal monies made available by the Water Infrastructure Finance and Innovation Act program of EPA that have statutory requirements commonly known as “Build America, Buy America;” that requires all of the iron and steel, manufactured products, and construction materials used in the project to be produced in the United States (“Build America, Buy America Requirements”) including iron and steel, manufactured products, and construction materials provided by the Contactor pursuant to this Agreement. The Contractor hereby represents and warrants to and for the benefit of the Purchaser and Funding Authority (a) the Contractor has reviewed and understands the Build America, Buy America Requirements, (b) all of the iron and steel, manufactured products, and construction materials used in the project will be and/or have been produced in the United States in a manner that complies with the Build America, Buy America Requirements, unless a waiver of the requirements is approved, and (c) the Contractor will provide any further verified information, certification or assurance of compliance with this paragraph, or information necessary to support a waiver of the Build America, Buy America Requirements, as may be requested by the Purchaser or the Funding Authority. Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph by the Contractor shall permit the Purchaser or Funding Authority to recover as damages against the Contractor any loss, expense, or cost (including without limitation attorney’s fees) incurred by the Purchaser or Funding Authority resulting from any such failure (including without limitation any impairment or loss of funding, whether in whole or in part, from the Funding Authority or any damages owed to the Funding Authority by the Owner). If the Contractor has no direct contractual privity with the Funding Authority, as a lender or awardee to the Purchaser for the funding of its project, the Purchaser and the Contractor agree that the Funding Authority is a third-party beneficiary and neither this paragraph (nor any other provision of this Agreement necessary to give this paragraph force or effect) shall be amended or waived without the prior written consent of the Funding Authority. Page 702 of 972 A-21 PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT Suggested Contract Language: Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment (Effective August 13, 2020). The John S. McCain National Defense Authorization Act for Fiscal Year 2019 (P.L. 115- 232), at Section 889, prohibits EPA financial assistance recipients, including WIFIA borrowers, from expending loan funds to procure or obtain; extend or renew a contract to procure or obtain; or enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in the Act, “covered telecommunications equipment or services” means: a)Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). b)For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). c)Telecommunications or video surveillance services provided by such entities or using such equipment. d)Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. The Act does not prohibit: a)Procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements. b)Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. Page 703 of 972 00 43 63 WIFIA Funding WATER INFRASTRUCTURE FINANCE AND INNOVATION ACT (WIFIA) / STATE REVOLVING FUND (SRF) REQUIREMENTS A. The goods and services under this Contract are being completed with funding made available by the United States Environmental Protection Agency (EPA) WIFIA program and the State Revolving Fund (SRF). The Contractor is required to comply with all applicable WIFIA/SRF statutes and regulations and any additional terms and conditions imposed by EPA in connection with WIFIA funding for the Project or Colorado in connection with SRF funding for the Project. B. EPA provided compliance language “WIFIA Specification Package and Bid Contract Language” is included as Attachment 1 and is part of the Contract Documents. Compliance with all provisions of the WIFIA requirements is required, some will be met by following requirements in the General Conditions, others are not applicable to the project. The following information is supplemental to Attachment 1, these provisions are applicable to the project and are not addressed elsewhere. SRF requirements also follow WIFIA requirements, but specific requirements of SRF funding are included as Attachment 2 and is also part of the Contract Documents. 1.Prevailing Wage Rates – The Contractor shall comply with the state prevailing wage rates and the federal prevailing wage rates under the Davis Bacon Act. Each worker in each trade or occupation employed in the performance of the Work under these Contract Documents, either by Contractor, Subcontractor, or other person doing or contracting to do the whole or any part of the Work, shall be paid not less than the applicable prevailing wage rates for state or federal wages, whichever is higher. 2.American Iron and Steel (AIS) - This project is subject to the AIS provisions of the Consolidated Appropriations Act of 2014 and all products listed in the EPA American Iron and Steel Guidance Document dated March 20, 2014 must be produced in the United States. a. The Guidance Document can be found on-line at the EPA website: https://www.epa.gov/cwsrf/american-iron-and-steel-requirement-guidance-and- questions-and-answers b. Some of the listed products below are categories of products, refer to the Guidance Document for more information. Listed products include:  Lined or unlined pipes or fittings  Manhole covers  Municipal castings  Hydrants  Tanks  Flanges  Pipe clamps and restraints Page 704 of 972  Valves  Structural steel  Reinforced precast concrete  Construction materials c. Produced in the United States – Means melting (not reheating), refining, forming, rolling, drawing, finishing, fabrication and assembly occurs in the United States. d. Exceptions – the following products do not have the be produced in the United States:  Raw materials such as iron ore, limestone and iron and steel scrap  Non-iron or non-steel components of a primarily iron or steel product  Products that do not fall under any of the listed products  Mechanical/electrical equipment (if not a listed product)  Appurtenances of assemblies where the primary component is a non- covered product  Non-construction materials such as pumps, motors, VFDs, valve actuators, flow meters, sensors and SCADA equipment. e. Certification Letters 1. Product manufacturers shall provide an AIS Certification Letter for each AIS- compliant product asserting that all manufacturing processes for he purchased product occurred in the United States. 2. Certification letters shall be provided to the Owner’s Representative at the time of delivery of the product to the project site. 3. Letter can be a Step Certification of there are multiple parties involved in the manufacturing process. In this case each handler (Supplier, fabricator, manufacturer, processor, etc.) certifies their individual step(s) in the process occurred in the United States. 4. Key Elements – at minimum certification letters shall include the following:  Identification of the product  The location (City and State) of the foundry/mill/factory where the product was manufactured  The name of the project and/or jurisdiction where the product was delivered  Signature of a company representative  Reference to AIS compliance Page 705 of 972 Attachment No. 1 WIFIA Specification Package and Bid Contract Language Attachment No. 2 Wage Determination Sheets Page 706 of 972 Page 707 of 972 REQUEST FOR PROPOSAL #22-062 Page | 1 REQUEST FOR PROPOSALS City of Englewood Utilities Lead & Copper Reduction Program –Program Management and Compliance Services FOR THE CITY OF ENGLEWOOD, COLORADO RFP NO: 22-062 RFP ISSUANCE DATE: December 29, 2022 PROPOSAL DUE DATE: January 26, 2023 EXHIBIT D Page 708 of 972 REQUEST FOR PROPOSAL #22-062 Page | 2 Contents GENERAL RFP INFORMATION................................................................................................................................. 3 SOLICITATION INFORMATION ............................................................................................................................................ 3 CONTACT INFORMATION ................................................................................................................................................. 3 RFP ORGANIZATION ....................................................................................................................................................... 4 SECTION 1 – PROGRAM BACKGROUND AND GOALS .............................................................................................. 5 1.1 PROGRAM BACKGROUND AND HISTORY ....................................................................................................................... 5 1.2 PROGRAM GOALS .................................................................................................................................................... 6 SECTION 2 – PROGRAM SCHEDULE ........................................................................................................................ 6 2.1 PROCUREMENT SCHEDULE ......................................................................................................................................... 6 2.2 PROGRAM SCHEDULE ................................................................................................................................................ 6 SECTION 3 – SCOPE OF WORK ................................................................................................................................ 7 3.1 SCOPE OF WORK CONSIDERATIONS ............................................................................................................................. 7 3.2 PROGRAM SCOPE ..................................................................................................................................................... 8 3.3 CONTRACT RENEWAL .............................................................................................................................................. 15 SECTION 4 – PROPOSAL SUBMITTAL REQUIREMENTS .......................................................................................... 15 4.1 SUBMITTAL PLACE AND DEADLINE ............................................................................................................................. 15 4.2 SUBMITTAL FORMAT ............................................................................................................................................. 15 4.3 SUBMITTAL CONTENT ............................................................................................................................................. 16 APPENDICES ................................................................................................................................................................ 18 PRICE PROPOSAL ......................................................................................................................................................... 18 SECTION 5 – PROPOSAL EVALUATION AND AWARD ............................................................................................ 19 5.1 GENERAL .............................................................................................................................................................. 19 5.2 SELECTION PROCESS OVERVIEW ................................................................................................................................ 19 5.3 RESPONSIVENESS ................................................................................................................................................... 19 5.4 EVALUATION CRITERIA ............................................................................................................................................ 20 SECTION 6 – CONDITIONS FOR CONSULTANTS ..................................................................................................... 21 6.2 CONFLICT OF INTEREST ............................................................................................................................................ 21 6.3 RIGHTS OF THE CITY ................................................................................................................................................ 21 6.4 OBLIGATION TO KEEP PROGRAM TEAM INTACT ............................................................................................................ 22 6.5 ADDITIONAL CONDITIONS ........................................................................................................................................ 22 6.6 ADDENDA ............................................................................................................................................................. 23 ATTACHMENT A: DRAFT PROFESSIONAL SERVICES AGREEMENT ......................................................................... 24 ATTACHMENT B: SRF PRE-QUALIFICATION LETTER .............................................................................................. 25 ATTACHMENT C: WATER INFRASTRUCTURE FINANCE AND INNOVATION ACT (WIFIA) REQUIREMENT ................ 26 ATTACHMENT C-1: 00 43 63 WIFIA .............................................................................................................................. 26 ATTACHMENT C-2: 00 43 63 APPENDIX 1 WIFIA BORROWER GUIDE TO FEDERAL REQUIREMENTS ............................................ 26 ATTACHMENT C-3: 00 43 63 APPENDIX 2 WAGE DETERMINATION SHEETS ........................................................................... 26 Page 709 of 972 REQUEST FOR PROPOSAL #22-062 Page | 3 General RFP Information Solicitation Information General Description The City of Englewood Utilities Department (“the City” or “City”) is seeking proposals, through this Request for Proposal (RFP), from qualified consulting firms to provide consulting services to support the City in achieving compliance with the Lead and Copper Rule Revisions (LCRR). The selected consultant will supplement the in-house Utilities staff by providing program management assistance, assuring the department meets compliance milestones, providing technical assistance on various LCRR components, and supplementing City sampling staff as needed. In addition to general compliance services, this RFP is also for specific project needs related to the LCRR. General Solicitation Requirements The City invites Consultants to submit a Proposal and Fee according to the requirements outlined in this Request for Proposals (RFP). The Proposals will be reviewed and evaluated using a competitive, best-value selection process described below. Proposals shall be considered from Consultants firmly established in the appropriate municipal water infrastructure design and engineering services business. Consultants shall be financially sound and have the resources and ability to perform the required services professionally and safely per industry standards. Proposals in response to this Solicitation must be submitted before 2:00 PM MDT, Thursday, January 26, 2023. Sealed bids (electronic submissions only) will be received and accepted online via Rocky Mountain E-Purchasing Systems (RMEPS), www.bidnetdirect.com/colorado. Recommended Pre-Proposal Meeting A recommended pre-proposal conference will be held on Wednesday, January 4, 2023, at 9:00 AM. The meeting will be conducted in the Red Rocks conference room at Englewood Civic Center (1000 Englewood Parkway, Englewood, CO 80110). Questions raised and information provided during the pre-proposal meeting will be screened for applicability and responded to as necessary in an addendum. Oral statements may not be relied upon and will not be binding or legally effective. Contact Information Adam Marquez Engineering Program Manager City of Englewood Utilities 1000 Englewood Parkway, Englewood, CO 80110 amarquez@englwoodco.gov 303-783-6859 Page 710 of 972 REQUEST FOR PROPOSAL #22-062 Page | 4 Ashley Waldron Engineer III City of Englewood Utilities 1000 Englewood Parkway, Englewood, CO 80110 awaldron@englwoodco.gov 720-753-2514 Sarah Stone Deputy Director – Business Solutions City of Englewood Utilities 1000 Englewood Parkway, Englewood, CO 80110 sstone@englewoodco.gov 303-349-3766 City Communications No oral communications from the City’s Program Manager or any other individual representing or purporting to represent the City are binding. Outside of the pre-proposal meeting, Consultants are restricted from any contact with City staff and any public official of these organizations, other than the Procurement Department, regarding the project during the procurement process. A violation of this provision may result in the disqualification of the Consultant. Questions Questions will be accepted until Wednesday January 5, 2023 @ 2:00pm. Once the question period expires, the addendum will be posted on Bidnet. Verbal questions during the recommended pre-proposal meeting and site visit will be screened for applicability and, as applicable, responded to in an addendum. All questions during the procurement period must be directed in writing to the following: Trudi Peepgrass Procurement Supervisor Finance Department City of Englewood 1000 Englewood Parkway, Englewood, CO 80110 tpeepgrass@englewoodco.gov 303-762-2419 RFP Organization This RFP consists of the following: • Section 1 – Project Program Background and Goals • Section 2 – Program Schedule • Section 3 – Scope of Work • Section 4 – Proposal Submittal Requirements • Section 5 – Proposal Evaluation and Award • Section 6 – Conditions for Consultants Page 711 of 972 REQUEST FOR PROPOSAL #22-062 Page | 5 • Section 7 – Regulatory Support and Coordination • Attachment A: Draft Professional Services Agreement Section 1 – Program Background and Goals 1.1 Program Background and History The LCR Revisions (LCRR) were published by the United States Environmental Protection Agency (USEPA) on December 16, 2021. The LCRR includes a 3-year compliance timeframe, requiring utilities to meet new regulatory requirements by October 16th, 2024. Pursuant to the LCRR the scope shall include a Lead Service Line (LSL) Replacement Plan (LSLRP) for submittal to the Colorado Department of Public Health and Environment (CDPHE) by October 16, 2024. Although not required based on the City's lead and copper tap sampling results, the LSLRP shall include proactive steps to begin LSL replacement to take advantage of funding opportunities. The City is now designated as a large utility by the State of Colorado and serves a permanent and non-transient population of approximately 57,332 through 11,322 service connections. In 1950, Denver Water added copper pipe to the acceptable materials list in their plumbing codes, which drastically reduced the number of homes being constructed with a LSL. The City became an independent utility on April 21, 1952, with the construction of the Allen Water Treatment Plant. In consideration of these two dates, it is probable that the City adopted a similar plumbing code to Denver Water in 1950 and subsequently maintained that code when the independent water utility was created. Initial estimates for the prevalence of LSL in the City’s service area based on two parameters: meter tap size and construction year for each City parcel, as shown in Figure 1 below. The most conservative estimate for number of LSLs in the City’s service area is 7,600 service lines. Figure 1. LSL Prevalence of LSL Depending on Meter Tap Size and Construction Date Page 712 of 972 REQUEST FOR PROPOSAL #22-062 Page | 6 1.2 Program Goals The purpose of this program is to manage and execute a LCRR Compliance Strategy for the City to ensure CDPHE regulatory deadlines are met. This includes developing the Service Line Inventory, writing a LSL Replacement Plan, updating the City’s sampling program, developing and implementing a public outreach and communication program, and program management of Englewood’s Lead and Cooper Reduction Program. The City is eligible to receive funding for this program through three federal programs: the American Rescue Plan Act (ARPA), the State Revolving Fund (SRF), and Water Infrastructure Finance and Innovation Act (WIFIA). The program should also optimize the City’s use of federal funding through the ARPA, SRF, and WIFIA, by meeting the compliance requirements of the respective funding sources. Section 2 – Program Schedule 2.1 Procurement Schedule These milestones represent the anticipated schedule for resource planning purposes and are subject to change. Request for Proposals posted December 29, 2022 Recommended pre-proposal conference January 4, 2023 @ 9:00am Deadline for written questions January 5, 2023@2:00 pm Proposal and fee submission due date January 26, 2023@2:00 pm Anticipated Consultant interviews Week of February 6, 2023 Anticipated Complete Consultant contract negotiation Week of February 20, 2023 Anticipated WSB and Council Consideration March 14, 2023 Anticipated Notice to Proceed March 21, 2023 2.2 Program Schedule The Consultant will propose the appropriate program schedule for the City to achieve compliance with the LCRR deadline of October 16, 2024. Additional milestones include: • SRF Loan: Submit Plans and Specifications – November 15, 2023 • SRF Loan: Hold a Public Meeting – October 16, 2023 • SRF Loan: Begin LSL Replacement Construction – March 1, 2024 • City required: 100% Lead Service Line Sampling Pool – June 30, 2024 Page 713 of 972 REQUEST FOR PROPOSAL #22-062 Page | 7 Section 3 – Scope of Work The scope of work includes the following: 1. Program Management 2. Record Review and Data Gathering and Input 3. Service Line Inventory Development 4. Sampling Plan Updates 5. Service Line Investigation and Replacement Program 6. Public Outreach 7. Regulatory Support and Coordination 3.1 Scope of Work Considerations Deliverables The Deliverables list provided for each task represents the minimum expectations of the City. Consultant may choose to add or modify the Deliverables at its discretion. Consultant Responsibilities • Consultant shall collaborate with the City’s Environmental Compliance coordinator and other City staff to develop an approach that achieves all program and operational objectives. • Consultant shall, at a minimum, provide the deliverables identified below and deliverables from supplemental tasks, if applicable. • Consultant shall submit all deliverables electronically. • Consultant may engage sub-consultants as needed. • Requests for additional work or change orders must be submitted in writing and approved by the City before commencing work. • Consultant timelines shall provide two weeks of review time for draft deliverables sent to the City for comments. Supplemental Services The City has, to the best of its knowledge, defined the scope and tasks to complete the work. This list may not be all-inclusive. Consultant may propose, at its discretion, additional services beyond those listed in this RFP that it feels are necessary to complete the work or adds value to the program. Those additional services shall be included in the scope and fee as a stand-alone task under “Supplemental Services.” The City Program Manager must approve Supplemental Services before performing the work. Page 714 of 972 REQUEST FOR PROPOSAL #22-062 Page | 8 3.2 Program Scope Task 1 – Program Management 1.1 General Program Management Time for this task is allocated to the Consultant Program Manager to oversee and administer the program. 1.2 Kick-off Meeting Upon receipt of a written Notice to Proceed from the City, the Consultant shall conduct a kick-off meeting with the City. Sub-Consultants should be included at the discretion of the Consultant. At the kick-off meeting, the Consultant shall be prepared to review the scope and approach to complete the work, roles and responsibilities, program goals and critical success factors, the program schedule, major milestones and workshops, and Consultant deliverables. The agenda shall be provided at least one business day before the meeting. Draft meeting minutes shall be prepared and distributed to the City’s Program Manager for review within three business days of the meeting. 1.3 Program Management Plan The Consultant shall prepare a concise program management plan (PMP) that includes the roles and responsibilities of the design team, program design standards, key deliverables, and a program schedule. The program schedule shall include tasks, milestones, workshops, and significant deliverables. 1.3 Weekly Program Management Update Meetings The Consultant shall schedule and facilitate weekly 30-minute progress meeting calls with the City’s Program Manager throughout the program duration. The Consultant is responsible for organizing these meetings, including preparing and distributing the agenda ahead of the meeting, compiling meeting minutes, and distributing minutes and action items to the City’s Program Manager within three business days of meeting completion. 1.4 Workshops The Consultant shall schedule and facilitate workshop(s) to focus on key aspects of the program. These workshops should be highly collaborative and include all essential program personnel and operations staff. The Consultant is responsible for organizing and facilitating all workshops. This includes preparing and distributing the meeting agenda at least 24 hours before the workshop, preparing any presentations or handouts for the meeting, and compiling and distributing meeting minutes within three business days of the workshop to the City’s Program Manager. Deliverables that will be reviewed and discussed at any workshop should be provided at least five business days ahead of the workshop to allow adequate time for City staff to review them. Consultant shall identify all proposed workshops in their scope, fee, and schedule. Workshops are intended to incorporate broader stakeholder engagement for input and feedback at major decision points and major deliverable review. City-preferred Page 715 of 972 REQUEST FOR PROPOSAL #22-062 Page | 9 workshops are discussed in the tasks below. The City is open to additional workshops that the Consultant deems beneficial. 1.5 Program Controls and Reporting The Consultant shall submit monthly invoices detailing costs incurred in conjunction with the program. Each invoice shall cover a period of one calendar month and shall be submitted to the City within six weeks after the end of each billing cycle. Minimum required information is provided below. Final invoice format shall be reviewed with the City’s Program Manager before issuance of the first invoice. • Program title • Invoice date • Program PO number • Invoice number • Billing period • Bulleted summary of work performed for each task and subtask of the current billing period • Bulleted summary of work expected to be performed in the next billing period • Consultant’s utilized budget to date and scope of work for each task • Consultant’s sub-consultant costs and other direct costs • Costs for each task and subtask, with current balances Deliverables: • Program Management Plan • Workshop and meeting agenda (at least 24 hours before the meeting) • Workshop and meeting minutes (within 72 hours after the meeting occurrence) • Workshop and meeting presentations • Monthly invoices • Monthly progress report detailing work completed during the prior month and planned work for the ensuing month Task 2 – Record Review and Data Gathering While previous work determined the availability and relevance of historical records for service line inventory development, significant data cleaning and digitization efforts are needed to assemble this information into a digital database. Digitization of meter tap cards, water service orders, and the city’s utility maintenance records may be useful in clarifying previous replacement efforts. Confirmation of geospatial information, water meter information, and relevant historical plumbing and building codes are also needed prior to inventory deployment. Inventory filter criteria and relative confidence associated with the likelihood of LSLs should be finalized prior to database development. The City will provide all available information and Consultant shall review the City’s information to identify data needs for Task 3. Deliverables: Page 716 of 972 REQUEST FOR PROPOSAL #22-062 Page | 10 • Data acquisition request to the City • Digitized records and revision to City’s existing geodatabase Task 3 – Service Line Inventory Development The Consultant shall provide all engineering services necessary to develop a comprehensive Service Line Inventory for the City of Englewood and ultimately to provide a searchable database to allow customers to view service line material type. Public and private service lines must be included in GIS inventory database and corresponding service line designation criteria should be applied to delineate the City’s distribution system into zones that characterize “lead”, “non-lead”, “galvanized steel needing replacement” or “unknown” service line materials. 3.1 Service Line Inventory Work Plan The Consultant shall prepare a Service Line Inventory Work Plan detailing the process that will be utilized to develop the inventory. The scope of services under this Task shall include: • Develop schedule with milestone dates. • Meet with City staff to discuss and document the status of the current service line inventory. The City has approximately 11,300 service connections. • Review available service data, including, but not limited to, meter tap cards, construction and plumbing codes, building permits, digital and paper records, as- built drawings, parcel data, customer provided information, and existing GIS information to conduct gap analysis. Provide technical support to facilitate the organization of the data and make recommendations on future record keeping strategies. • Populate the CDPHE’s inventory spreadsheet for submittal to CDPHE. This form will be continuously used as the City’s formal tracking system for annual submission to CDPHE. • Develop a standard operating procedure (SOP) for collecting and reporting service material data under this task. • Provide a strategy to verify service material type at each portion of the service line where ownership is split. The strategy shall be multifaceted and meet the state’s predictive reliability requirements including, but not limited to, predictive modeling, customer self-reporting surveys, and traditional strategies that include desktop evaluation of tap cards, building records, as-built drawings, and existing GIS information, as well as strategic test pitting, potholing, or other visual verification program(s). • The expertise of the Consultant will be relied upon to predict the probability of lead presence in service lines. The strategy used must be coordinated with the City’s Environmental Compliance Coordinator and discussed with Colorado Department of Public Health and Environment (CDPHE), as applicable, to determine compliance with LCRR. Page 717 of 972 REQUEST FOR PROPOSAL #22-062 Page | 11 • Develop methodology for explaining the level of confidence when labeling services as “lead”, “galvanized steel needing replacement”, “non-lead”, or “lead status unknown.” • Assistance with procurement documents for a contractor to perform test pits to physically verify service line material type to be used with predictive modeling, if and where dictated by the City. • Prepare a draft Service Line Inventory (SLI) Work Plan report, setting the factors considered by the Consultant including, but not limited to, those specifically identified in paragraph A, of this section. The Consultant shall meet with the City to review the draft SLI (SLI) Work Plan report and will incorporate all comments into a final version. 3.1 Final Service Line Inventory Report After completion of the Service Line Inventory Work Plan, the Consultant shall execute the plan to provide the City with a Service Line Inventory that is compliant with the LCRR. The scope of services under this Task shall include: • Development of a web-based map of service material data to be made available to the public on the City’s website. The information shall be location-based and searchable by a location identifier. • The state inventory form should be used for reporting the service line inventory to CDPHE. • Provide a standard operating procedure (SOP) and training to City staff for uploading, revising, and maintaining the web-based map and database. • Provide an SOP for annual notification of customers with lead service lines (LSLs), galvanized requiring replacement (GRRs) or unknown service lines annually. Deliverables: • LSL Inventory Work Plan • LSL Inventory Report Task 4 – Sampling Plan Updates Revisions to the standard monitoring sample site pool and collection procedures should be recommended based upon initial service line inventory results to reflect the new tier structure and 1st and 5th Liter sample requirements in the LCRR. Additional coordination is also needed to develop a sampling plan for schools and childcare facilities as required by the LCRR. Consultant will assist with: • Identifying 100 lead service line Tier One sites by June 30, 2024 • Developing sampling plans, as necessary • Ordering and tracking sample status, including when it’s shipped, received at the laboratory resulted, and results communicated to the customer • Providing 1st and 5th Liter sample result tracking and reporting • Sending and tracking resident communications, such as letters and phone calls Page 718 of 972 REQUEST FOR PROPOSAL #22-062 Page | 12 • Reporting results to customers and primacy agencies within EPAs required time frames depending on the results obtained. • Ordering, tracking, and shipping sampling kits directly to customers and schools Deliverables: • Sampling Plan for LCRR Standard Monitoring • School Sampling Plan for LCRR School Program Task 5 – Service Line Investigation and Replacement Program 5.1: Service Line Investigation Consultant shall prepare a service line field verification plan for all “lead status unknown” service lines. The field verification plan shall identify unknown service line materials through active or planned construction work, exploratory excavations, machine learning, coordination with property owners, direct visits by City staff, or other means deemed acceptable by the City. 5.2: LSL Replacement Work Plan The Consultant shall provide all engineering services necessary to develop a program for the replacement of LSLs at a rate that is compliant with the LCRR and as approved by the City. The Consultant will develop an LSL replacement strategy including a standard protocol for customer communication and full-service line replacements. This protocol should also incorporate construction duration estimates, scheduling, resource needs, programmatic costs, and federal grant and loan funding support for LSL replacement. The Consultant will conduct customer communications per the approved protocols. The scope of services under this Task shall include: • Develop schedule with milestone dates for achieving annual goals. • Develop a program strategy and framework to prioritize replacement of LSLs. The following tasks shall be performed when developing the strategy: o Replacement strategy and goals shall be developed based on the findings of the Final Service Line Inventory Report. o Evaluate opportunities to align LSLR with capital improvement plans and distribution system renewal projects. o Incorporate an equity-based framework that prioritizes disadvantaged communities as defined by CDPHE and the Bipartisan Infrastructure Law. • The program strategy should include, but is not limited to o Strategies for informing customers before a full or partial lead service line replacement is performed or disturbance to LSLs, GRRs, or unknown service lines is scheduled. o Workflows for post-replacement activities, including sampling and filter pitcher distribution and tracking. o Reporting program and SOP to track replacement progress and provide real time dashboards and exportable reports. Page 719 of 972 REQUEST FOR PROPOSAL #22-062 Page | 13 o Public notification materials, including a program to track resident communications and address public education and outreach activities. o Legal materials, including documents that allow access to the customer’s property to perform full LSLRs and document refusals to participate. • Develop a funding strategy for private side LSL replacement. Funding strategies shall include grants (State or Federal), loan programs, and/or property-owner - funded. o Develop strategies to encourage property-owner participation in full lead service line replacement program. o Evaluate the feasibility of creating a customer assistance program to support low-income customers and vulnerable populations. o Identify funding sources from State or Federal governments and outline the steps required for the City to access the funding. 5.3: LSL Replacement Program Report The Consultant shall prepare a draft LSL Replacement Program report. The Consultant shall meet with the City to review the draft LSL Replacement Work Plan report and will incorporate all comments into a final version. If required, the Consultant shall submit the final LSL Replacement Work Plan report with supporting documentation to the CDPHE (as applicable) for review and approval. 5.4: LSL Replacement Program Execution The Consultant shall execute procurement of program elements to achieve approval milestones, including lead removal filters, replacement cartridges, lead service line replacement and materials. The Program Manager will be responsible for executing procurement processes to put contracts in place and begin execution and management of the contracts. This includes any “Find and Fix” scenarios that result from lead and copper monitoring. The Program Manager shall hold all procurement contracts. The Program Manager will be responsible for measuring the effectiveness of each element of the program and making improvements to reach the regulatory requirements. Deliverables: • LSL Field Verification Plan • LSL Replacement Program Report Task 6 – Public Outreach 6.1: Public-Facing Website Organize a public-facing website focused on deploying customer outreach materials and an interactive LSL inventory. Previous work related to inventory deployment will be used as the basis for adding additional information and functionality to the external LSL inventory. Consultant will review the City’s current communications on lead and provide recommendations for updates. Consultant will develop the City’s LCRR Compliance website to promote the City’s inventory effort. The website should also inform the customers about the LSL Replacement Program. Page 720 of 972 REQUEST FOR PROPOSAL #22-062 Page | 14 6.2: Public Outreach Plan Communication plans should align with the City’s existing outreach efforts to finalize communication formats and coordinate across multiple LCRR programs in the region while providing recurring updates. • Develop and implement a communication strategy for communication with the customers, public officials, healthcare providers, schools, and daycares. • Develop and implement the messaging, content, and graphic design for the following notification materials to be distributed to the public when needed: o To support the inventory strategies as noted in Section 4.3 including strategies for communication with the customer about their service line material o To support the LSL Replacement Program Plan o Annual notification to customers with lead or unknown service lines o Notification to customers with an LSL or unknown service line when the line is disturbed o Notification when an individual compliance tap sample has lead concentrations greater than 15 ppb o If the system exceeds the lead action level for the 90th percentile in a sampling period Deliverables: • Public-Facing Website • Public Outreach Plan Task 7 – Regulatory and Funding Support The City is facing a dynamic regulatory landscape and managing several project interdependencies. The program manager should allocate resources toward coordinating with other project teams and City staff to ensure consistent and efficient paths to regulatory compliance. The Consultant will ensure the City remains in compliance with federal funding requirements as necessary for ARPA, SRF, and WIFIA funding. Additional information may be found in Attachments B and C. The consultant will assist the City in developing a program budget and ensuring that the program is performed within the budget. The program manager should be up to date and coordinated with efforts by the City of Englewood’s public school district to comply with Colorado’s Text & Fix Water For Kids statute. The City will perform a separate effort with internal and consulting experts to conduct a Corrosion Control Study (CCS) and optimize its corrosion control treatment (CCT). The Consultant performing the Lead and Copper Reduction Program – Program Management Services should stay up to date and coordinated with CCS and CCT progress, as the LSL Replacement Program may be an important component to receiving CCT approval by CDPHE. Page 721 of 972 REQUEST FOR PROPOSAL #22-062 Page | 15 3.3 Contract Renewal The City of Englewood reserves the right to utilize the awarded Consultant for future phases of the program, which include a similar scope of work or a continuation of the awarded program beyond the anticipated contract end date of December 31, 2024 Section 4 – Proposal Submittal Requirements 4.1 Submittal Place and Deadline The response must be received before the due date and time as specified in this RFP. It is the responsibility of the Contractor to ensure that electronic submittals are received before the closing time specified. Bids received after the date and time set for the Bid opening shall be considered non-responsive and returned unopened to the Bidder. Electronic submissions will only be accepted online via Rocky Mountain E-Purchasing Systems (RMEPS), www.bidnetdirect.com/colorado. Questions or technical difficulties should be directed to the website’s Vendor Support Team, (800) 835-4603, option 2. Submittals will be accepted until 2:00 PM MST on January 26, 2023. The City of Englewood utilizes the Rocky Mountain E-Purchasing (Bidnet) SYSTEM for all electronic solicitation submittals. It is the Consultant’s responsibility to ensure the submittal process is started with enough time to meet the 2:00 pm deadline; for example: do not start the upload and submittal process at 1:50 pm with the expectation that the City will receive your submittal before the 2:00pm deadline. If the Consultant experiences any problems, has questions or technical difficulties, don't hesitate to get in touch with the Bidnet Vendor Support Team (800) 835-4603, option 2. If Bidnet cannot resolve the problem, contact the procurement agent (contact information in Introduction) by 1:45 pm for a submittal resolution. Proposals may be amended or withdrawn only by written notice before the Proposal opening. Amendments or withdrawals received after the Proposal opening will not be effective, and the original Proposal submitted will be considered. The Consultant agrees that its Proposal will not be withdrawn within ninety (90) calendar days following the opening of the Proposals and that during such time its Proposal will remain Consultant and irrevocable. The City reserves the right to reject any or all Proposals and to waive any technical defects in Proposals. The City reserves the right to request clarification of information submitted and additional information from one or more Consultants after the Proposal Submission Due Date. 4.2 Submittal Format Proposal submittals shall be clear, accurate, and comprehensive while providing specific answers to all questions and requests for information. Indirect, imprecise, or incomplete responses can serve only to the disadvantage of the proposer. Generic marketing material is discouraged. Excessive or irrelevant material will not be favorably received. Page 722 of 972 REQUEST FOR PROPOSAL #22-062 Page | 16 The Proposal must not exceed fifteen total pages (8½ × 11 inches with 1-inch or greater margins; up to 2 pages of the total page count may be 11 x 17-inch; each double- sided counts as two pages), excluding the transmittal letter, index or table of contents, front and back covers, title pages/separation tabs, draft agreement acknowledgement form and appendices. A font similar in size to or larger than Calibri eleven-point (11-pt) shall be used. 4.3 Submittal Content The content requirements outlined in this RFP represent the minimum content requirements for the Proposal. Additional information may be provided at the Consultant’s discretion and within the available page count. The Consultant shall submit two separate files as part of their Proposal, as listed above. The Price Proposal with all supporting material should be submitted in a separate file from the Technical Proposal and be titled “Price Proposal.” The Proposal must include, at a minimum, the following information: • Transmittal Letter • Part 1 – Executive Summary • Part 2 – Program Understanding, Approach, and Anticipated Schedule • Part 3 – Consultant Experience and Technical Capability • Part 4 – Draft Agreement Review Acknowledgement • Appendix A – Key Personnel Resumes • Price proposal with supporting material in a separate submittal Transmittal Letter Include a transmittal letter signed by an authorized representative of the Consultant who can commit the Consultant to the obligations required in the Draft Agreement. Place the transmittal letter on the Consultant’s letterhead and include the name, address, phone number, and e-mail address of the Consultant’s contact person. Specify who would be the Consultant’s signatory to any contract documents executed with the City. Include other information deemed relevant by the Consultant. Proposals must be signed by an authorized corporate officer, principal, or partner (as applicable) with a signature in full. Consultants who are nonresident corporations shall furnish to the City a duly certified copy of their Articles of Incorporation from the State of Colorado Secretary of State Office along with the Proposal. Failure to promptly submit this evidence or qualification to do business in the State of Colorado may be basis for rejection of the Proposal. The transmittal letter shall be limited to two (2) 8½ x 11-inch pages. Part 1 – Executive Summary Provide an executive summary that includes a concise overview of the key elements of the Proposal and summarizes and refers to information in the Proposal. Page 723 of 972 REQUEST FOR PROPOSAL #22-062 Page | 17 Part 2 – Experience and Technical Capability Provide a description of the Consultant’s qualifications, experience, and technical capability. This shall include, at a minimum, the following elements: • Provide an organizational chart for the Consultant’s team, identifying all key personnel, the reporting hierarchy of staff and Consultants/Sub-Consultants, and the specific individuals responsible for coordinating the separate components of the work. City preference is for the program team to include some local personnel. • Describe the roles, responsibilities, and availability of the key personnel assigned to the program through completion. • Identify all Sub-Consultants and describe their roles and responsibilities. Identify the Sub-Consultants’ key personnel. Note: The identification and utilization of specific key personnel through the life of a program are essential factors in the City's consideration and selection of a Consultant. The City must approve any changes in identified key personnel after the award of the Agreement in writing before the change is made. Include the availability of the program team to begin work as soon as possible after the selected Consultant receives the Notice to Proceed. Consultant Experience: Provide clear and thorough descriptions of the Consultant's related and applicable experience and performance. Provide detailed information on the most applicable projects that the Consultant team members have substantially completed. Details shall include the following: • Project title • Consultant and key personnel’s role in the project. • Owner contact information, including phone number. • Period of performance (contract start and end dates). • Contract value. • Summary of work performed. • Project performance (including change order history, schedule adherence, and budget adherence), including any major issues or challenges presented on the project(s) and how they were resolved. Key Personnel Experience: Describe the specific relevant experience of each proposed key personnel providing similar details for projects as requested in Consultant Experience. Resumes for each key project team member should be provided in Appendix A of the Proposal. Reference Requirements: The City may contact the referenced individual(s) identified by the Consultant in Consultant Experience. The contact person(s) listed as a reference shall be someone who has personal knowledge of the Consultant’s performance during the referenced project. More than one person can be listed, but all must have knowledge of the project. Page 724 of 972 REQUEST FOR PROPOSAL #22-062 Page | 18 Part 3 – Program/Scope Understanding, Approach, and Anticipated Schedule Describe the Consultant’s approach to managing and delivering the scope of services contained in this RFP and any additional issues and proposed strategies for meeting the City’s needs for the program based on the Consultant’s understanding of the work. Provide a proposed schedule/timeline and detailed program plan to complete the work. Part 4 – Draft Agreement Review The Consultant understands that neither this RFP nor the Proposal shall constitute a contract with the City. No contract is binding or official until Proposals are reviewed and accepted by appointed City staff, approved through the appropriate levels of authority within the City, and the City duly executes an official contract. Attachment B (Draft Agreement) of this RFP contains the proposed Professional Services Agreement for the Program. Proposers shall review this draft document and provide redlines and or comments regarding any aspect of such document about which it has any concern, including terms that it considers ambiguous or which it believes should be modified. The word document with track changes shall be submitted with the Proposal. The City will review all comments received and, if it deems appropriate, in its sole discretion, may modify such document. The Draft Agreement included in the RFP is the form upon which the Consultant shall base its Proposal. The comments submitted on the draft agreement will not be counted in the total page count specified above. Appendices Appendix A – Resumes Provide key personnel resumes for the program team. Each resume shall be at most two pages. Price Proposal Price proposals must be submitted as a separate file and include a cover sheet, price proposal, and supporting material for the price proposal. The Consultant’s price proposal shall include the following: • Detailed cost breakdown for each program task • Program team titles and billing rates • Estimated hours for each program team member for each task • Labor hours and cost for each task and the total for the program. • Services by others and associated costs The above-listed items shall include the efforts of any sub-consultants in the program team. A font similar in size to or larger than Calibri eleven-point (11-pt) must be used for the Price Proposal. Page 725 of 972 REQUEST FOR PROPOSAL #22-062 Page | 19 If the Consultant recommends Supplement Services, this shall be provided as a separate line item(s) in the Price Proposal and detailed in the same manner. Section 5 – Proposal Evaluation and Award 5.1 General The Proposals will be reviewed and evaluated by the City’s Selection Committee according to the requirements and criteria outlined herein. During the Proposal evaluation process, written questions or requests for clarification may be submitted to one or more Consultants regarding its Proposal or related matters. In addition, the City may require all or a limited number of Consultants to participate in virtual interviews. 5.2 Selection Process Overview To select the most qualified Consultant, the City will use a competitive selection process as outlined in pertinent City and State procurement requirements. The procedure will involve the following steps: a. The City will advertise the RFP Invitations on Bidnet. b. Responsiveness and minimum qualifications will be checked. c. The City’s Selection Committee will review, rank, and short-list all Proposals that meet responsiveness and minimum qualification requirements. d. Interviews with each shortlisted Consultant to clarify their Proposals may be conducted. This decision is at the sole discretion of the City. Interviews will provide short-listed Consultants the opportunity to present their program team and approach to City staff and include a question-and-answer session. e. The City’s Selection Committee will then rank each Proposal, Price Proposal, and Interview (if applicable) to prepare a recommendation for approval. Upon authorization, the City’s Program Manager shall negotiate a contract with the selected Consultant. Should the City’s Program Manager be unable to negotiate a satisfactory contract with the Consultant considered to be most qualified, the City’s Program Manager, or designee, shall terminate such negotiations with that Consultant and begin negotiations with the next most qualified Consultant until negotiations are successful. f. City Council approval of the award will be required after recommendation by the Water and Sewer Board. Upon Council approval, the contract will be signed, a PO set up, and Notice to Proceed will be issued so that work may begin. g. The City reserves the right to modify or reject any contract for the acquisition of goods and services submitted to it for consideration. 5.3 Responsiveness Each Proposal will be reviewed to determine whether it is responsive to the RFP. Failure to comply with the requirements of this RFP may result in a Proposal being rejected as non-responsive. At its sole discretion, however, the City may waive any such failure to Page 726 of 972 Page 727 of 972 REQUEST FOR PROPOSAL #22-062 Page | 21 Total possible points 100 Section 6 – Conditions for Consultants 6.2 Conflict of Interest The Consultant must disclose, with the Proposal, the name of any officer, director, partner, associate, or agent who is also an officer or employee of the City. 6.3 Rights of the City In connection with this procurement process, including the receipt and evaluation of Proposals and award of the Agreement, the City reserves to itself (at its sole discretion) all rights available to it under applicable law, including without limitation, with or without cause and with or without notice, the right to: • Cancel, withdraw, postpone, or extend this RFP, in whole or in part, at any time before the execution of the Agreement, without incurring any obligations or liabilities. • Modify the procurement schedule. • Waive deficiencies, informalities, and irregularities in a Proposal and accept and review a non-conforming Proposal. • Suspend and terminate the procurement process or terminate evaluations of Proposals received. • Permit corrections to data submitted with any Proposal. • Conduct meetings, interviews, discussions, and correspondence with one or more of the Consultants to seek an improved understanding of any information in a submitted Proposal. • Seek or obtain, from any source, data that has the potential to improve the understanding and evaluation of the Proposals. • Seek clarification from any Consultant to fully understand the information provided in the Proposal and to help evaluate and rank the Consultants. • Accept or reject any or all Proposals that it may, in its sole discretion, deem non- responsive, to waive technicalities, or to accept the Proposal that, in its sole judgment, is most advantageous and best serves the overall interest of the City. • Reject a Proposal containing exceptions, additions, qualifications, or conditions not called for in the RFP or otherwise not acceptable to the City. • Conduct an independent investigation of any information, including prior experience, included in a Proposal by contacting project references, accessing public information, contacting independent parties, or any other means. • Request additional information from a Consultant during the evaluation of its Proposal. Page 728 of 972 REQUEST FOR PROPOSAL #22-062 Page | 22 6.4 Obligation to Keep Program Team Intact Consultants are advised that all key personnel identified in their Proposals remain on the team for the duration of the procurement process and execution of the Program. If extraordinary circumstances require a change, it must be submitted in writing to the City, which shall have sole discretion to determine whether to authorize a change, recognizing that certain circumstances may occur that are beyond the Consultant’s control. Unauthorized modifications to the Program team at any time during the procurement process may result in penalties or termination. 6.5 Additional Conditions Non-Collusion By submitting a Proposal in response to the RFP, the Consultant represents that, should the Proposal be accepted, the resulting contract(s) would not violate any provisions of federal law or regulations, or any ordinances or regulations established by the City. Anti-Discrimination During the performance of the Contract, the Consultant agrees as follows: • Comply with federal anti-discrimination laws. • Notices, advertisements, and solicitations placed in accordance with federal law, rule, or regulation shall be deemed sufficient to meet this section’s requirement. Proposal Preparation Costs By submission of a Proposal, the Consultant agrees that all costs associated with the preparation of their Proposal and interview preparation/materials (if applicable) will be the sole responsibility of the Consultant. The Consultant also agrees that the City bears no responsibility for any costs associated with preparing the Proposal and/or any administrative or judicial proceedings resulting from the solicitation process. Drug-Free Workplace The selected Consultant must provide a Drug-Free Workplace in accordance with Colorado State law. Occupational Safety and Health Act (OSHA) In instances where such is applicable due to the nature of the matter with which this Proposal is concerned, all material, equipment, etc., as proposed and offered by Consultants must meet and conform to all OSHA requirements; the Consultant's signature upon the Proposal being by this reference considered a certification of such fact. Patent Infringement, Etc.: By submission of a Proposal, the Consultant certifies that the services to be furnished will not infringe any valid patent, copyright, or trademark, and the successful Consultant Page 729 of 972 REQUEST FOR PROPOSAL #22-062 Page | 23 shall, at their own expense, defend any and all actions or suits charging such infringement and hold the City harmless in case of any such infringements. 6.6 Addenda If any revisions or clarifications to the RFP or procurement process become necessary or desirable (at the City’s sole discretion), the City may issue written addenda. Page 730 of 972 REQUEST FOR PROPOSAL #22-062 Page | 24 Attachment A: Draft Professional Services Agreement Page 731 of 972 REQUEST FOR PROPOSAL #22-062 Page | 25 Attachment B: SRF Pre-Qualification Letter Page 732 of 972 REQUEST FOR PROPOSAL #22-062 Page | 26 Attachment C: WATER INFRASTRUCTURE FINANCE AND INNOVATION ACT (WIFIA) REQUIREMENT Attachment C-1: 00 43 63 WIFIA Attachment C-2: 00 43 63 Appendix 1 WIFIA Borrower Guide to Federal Requirements Attachment C-3: 00 43 63 Appendix 2 Wage Determination Sheets Page 733 of 972 Lead Reduction Program, Program Management Services Presented By: Englewood Utilities and South Platte Renew Director, Pieter Van Ry Utilities Deputy Director –Business Solutions and Engineering, Sarah Stone Pa g e 7 3 4 o f 9 7 2 Project Overview •Lead Reduction Program (LRP) •Lead and Copper Rule Revisions (LCRR) and Improvements (LCRI) •Funding Sources: •State Revolving Fund (SRF) •Water Infrastructure Finance and Innovation Act (WIFIA) •LSL Inventory began June 2023 •LSL Replacement began July 2024 •Completion Anticipated Mid-2026 Pa g e 7 3 5 o f 9 7 2 Program Timeline Lead Reduction Program Kickoff March 2023 Service Line Inventory Development July 2023 Field Verification Campaign November 2023 CO Drinking Water State Revolving Fund Loan Application December 2023 LSLR RFP January 2024 DWRF Loan Approval May 2024 LSLR Contract Approval June 2024 LSLR Construction Kickoff July 2024 First 3 Replacement Zones Completed Summer 2025 All Verification of Pre-1960 Properties Completed Mid–2025 LSLR Construction Completion Mid–2026 Pa g e 7 3 6 o f 9 7 2 Scope of Work –Amendment #1 Program Management Service Line Inventory Maintenance Standard Monitoring Coordination Service Line Replacement Coordination Public Outreach Regulatory and Finance Support Pa g e 7 3 7 o f 9 7 2 Recommendation •Hazen competitively selected in 2023 •Program Milestones •Funding secured •LSL Inventory and Replacement Plan developed •Customer outreach •Contractor selected •Replacements underway •Recommend: Contract Renewal •$1.3 million •January 2025 –December 2025 •Water and Sewer Board recommended City Council approval during its December 10, 2024 meeting.Pa g e 7 3 8 o f 9 7 2 Questions? Pa g e 7 3 9 o f 9 7 2 Thank you Pa g e 7 4 0 o f 9 7 2 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Pieter Van Ry, Sarah Stone DEPARTMENT: Utilities DATE: December 16, 2024 SUBJECT: Amendment to the Professional Services Agreement with Jacobs Engineering Group, Inc. for City Ditch Piping Project Phase II DESCRIPTION: Amendment to the Professional Services Agreement with Jacobs Engineering Group, Inc. for City Ditch Piping Project Phase II services. RECOMMENDATION: Utilities staff is seeking City Council approval of an Amendment to the Professional Services Agreement (PSA-22-115) with Jacobs Engineering Group, Inc. (Jacobs) to support Phase II project development activities for the City Ditch Piping Project in the amount of $485,630, including approval to execute change order(s) to expend a 10% staff-managed contingency of $48,563, if needed, for a total Phase II project authorization of $534,193. The Water and Sewer Board recommended Council approve the PSA amendment with Jacobs during its December 10, 2024 meeting. PREVIOUS COUNCIL ACTION:  May 15, 2023 – City Council approved a PSA renewal with Jacobs for City Ditch Piping Project Phase II services.  March 20, 2023 – City Council approved a PSA with Reynolds Construction, LLC for City Ditch Piping Project pre-construction services.  October 17, 2022 – City Council approved an award of a PSA with Jacobs to support Phase I project development activities for the City Ditch Piping Project.  May 23, 2022 – Utilities staff presented the results from a 2022 Customer Survey on drinking water quality and the key findings from the Taste and Odor Study.  December 6, 2021 – Utilities staff presented upcoming project development activities for piping the remaining open channel reaches of City Ditch between Chatfield Reservoir and the Allen Water Treatment Plant (WTP). SUMMARY: In alignment with the 2020 Master Plan, Utilities launched the City Ditch Piping Project in 2022. The City Ditch, a vital asset for the City of Englewood (City), conveys raw water from Chatfield Reservoir to the Allen Water Treatment Plant (WTP) for treatment and delivers water to contract users along its route. Currently, most of the 6.5-mile stretch of City Ditch between Chatfield Reservoir and the Allen WTP is piped. This project aims to pipe the remaining 2.5 miles of open channel and replace existing pipe as necessary. Page 741 of 972 The project will deliver significant benefits, including improved raw water quality, which enhances the taste, odor, and hardness of treated water. It will also increase system capacity, enable year-round operation of City Ditch, improve system resilience, upgrade safety, and reduce energy and operating costs for raw water delivery. During the development of the 90% and 100% design drawings, Utilities staff identified several necessary design scope changes, prompting the need for a contract amendment. The amendment will also secure engineering support for the project's construction phase. ANALYSIS: Utilities staff recommends amending PSA 22-115 to address changes in the design scope, pre-bid services, and construction-phase services. Jacobs is currently contracted under PSA-22-115 for $1,337,167 through December 2024. The proposed amendment will add $485,630, bringing the total contract authorization to $1,822,797. Staff also proposes including a 10% staff–managed contingency of $48,563 for a total Phase II project authorization of $534,193. Work under Phase II will include the following activities:  Redesigning Reach 2 to eliminate the need for easement acquisition on Burlington Northern Santa Fe (BNSF) property.  Delivering a bid-ready construction package with final drawings, specifications, and RFP support.  Updating construction-phase services to align with design changes and engineer responsibilities under the future construction contract. COUNCIL ACTION REQUESTED: Motion to approve Professional Services Agreement Amendment No. 4 with Jacobs Engineering Group, Inc. for City Ditch Piping Project, Phase II in the amount of $485,630, including approval to execute change order(s) to expend a 10% staff-managed contingency of $48,563, if needed, for a total Phase II project authorization of $534,193. FINANCIAL IMPLICATIONS: Funding for this amendment is included in the 2024 and 2025 Utilities budgets. Source of Funds Line-Item Description 2024 Line-Item Budget 2024 YTD Line-Item Expensed 2025 Line-Item Budget Purchase Amount 40–1609– 61261 Water Fund, Engineering, Raw Water Supply System $5,510,000 $814,788 $7,897,040 $534,193* *Maximum purchase amount of 534,193 includes a 10% staff-managed contingency of $48,563 if needed over a one-year term. PROCUREMENT INFORMATION: Account Number: 40–1609–61261 Project Number: 40 30001: Util. City Ditch Piping Page 742 of 972 Task Number: 001: Util. CDP Pre-Eng. CONNECTION TO STRATEGIC PLAN: Infrastructure:  Ensure protection of the City's water infrastructure Sustainability:  Maintaining infrastructure Safety:  Ensure safe drinking water is delivered to customers ATTACHMENTS: Contract Approval Summary (CAS) Amendment No. 4 to PSA-22-115 / Statement of Work / Jacobs Pricing/Proposal PowerPoint Presentation Page 743 of 972 Contract Number City Contact Information: Staff Contact Person Phone Title Email Staff Contact Person Phone Title Email Summary of Terms: Original Contract Amount Start Date 12/20/2024 Amendment Amount End Date 12/31/2025 Amended Contract Amount Total Term in Years 1.03 Vendor Contact Information: Contact Phone Email Greenwood Village CO City State Zip Code Contact Phone Email Greenwood Village CO City State Zip Code Contract Type: Please select from the drop down list Name Jacobs Engineering Group Inc.Liv Haugen, Project Manager Address 6312 S. Fiddlers Green Circle Suite 300N 720-470-8311 Liv.Haugen@jacobs.com 80110 City of Englewood, Colorado CONTRACT APPROVAL SUMMARY Renewal options available This Amendment is entered into to modify the terms of the Agreement to renew the PSA for an additional one-year term. 80110 Payment terms (please describe terms or attached schedule if based on deliverables) 719-337-4020 Stephanie.Harrison@jacobs.com Stephanie Harrison, Principal-in-Charge AMENDMENT NUMBER 4 PSA-22-115 CITY DITCH PIPING PROJECT PHASE II SERVICES $ 485,630 $ - $ 485,630 o: 303.783.6811 c: 720.668.1770Stephanie Ellis SEllis@englewoodco.gov Utilities Engineer III Cliff Stephens 303-783-6857 Utilities Engineering Supervisor CStephens@englewoodco.gov Name Address Jacobs Engineering Group Inc. 6312 S. Fiddlers Green Circle Suite 300N PSA-Professional Services Agreement Page 744 of 972 City of Englewood, Colorado CONTRACT APPROVAL SUMMARY Descripiton of Contract Work/Services The City of Englewood (City) is upgrading the City Ditch Raw Water Delivery System (RWDS) that conveys raw water from Chatfield Reservoir to Englewood for treatment and distribution. Raw water from the City Ditch is currently stored into a reservoir, the north reservoir, where an intake structure brings water to the Allen Water Treatment Plant (Allen Plant) to be treated. The water stagnates in the north reservoir before treatment which causes the water to have a particular taste and has been a concern for the City. Approximately 2.5 miles of the four-mile-long City Ditch is open and unlined. The project will install pipe for four segments, or reaches, of the City Ditch such that all sections will be piped. Currently, the City obtains water from the Chatfield Reservoir through the ditch and from the South Platter River. Water that goes through the South Platte is of lower quality than water directly from the reservoir because there are many more influences entering the river that affect taste, odor and hardness. The project will pipe the whole system from the reservoir to the treatment plant and make it possible for the City to primarily acquire water from the reservoir, instead of also using water from the river. Doing so will avoid freezing issues, reduce water loss from seepage into the ditch or overflowing, operate as a gravity-powered system instead of pumping resulting in less electricity use, and limit potential sources of contamination coming into the ditch. Jacobs (Consultant) will provide consulting engineering services to support the City with the Allen Plant Direct Connection Project (Direct Connection) and the City Ditch Pipeline (City Ditch) Projects. As part of this Contract, Consultant will provide project management, design services, and design development support services including geotechnical borings, survey, wetland delineation, permit coordination, and public outreach. Design services for the City Ditch will include completion of detailed design 60%, and final design 90% including issued for construction plans and specifications. Jacobs has included tasks for coordination with the CMGC contractor at the 60 and 90% design phases for each project. Services outlined below also include engineering services during construction (SDCs) for each project. This Amendment to the Phase II Scope of Work incorporates services for year 2025 and the agreed upon scope changes for the design of the upgrades to the City Ditch Raw Water Delivery System (RWDS) that conveys raw water from Chatfield Reservoir to Englewood for treatment and distribution. The changes to the scope are described in detail in the tasks below and the following is a summary: 1. Reach 1 – The structural evaluation of the flume in Reach 1 has been completed and the City will proceed forward with implementing the recommendations and enclosing the flume and above grade box culvert utilizing an on-call contractor. Limited, as requested, support is expected by the Consultant for design and construction services. 2. Reach 2 – The design was complete to the 100% construction ready level. However, after negotiating with the BNSF Railroad, the City has requested an alignment change to remove the pipeline from BNSF property where possible in coordination with the City of Littleton’s planned stormwater improvements. This re-design work is planned to start in 2025 in coordination with the stormwater work. 3. Reach 3 - The design was complete to the 100% construction ready level. However, after negotiating with the BNSF Railroad, the City has requested an alignment change to remove the pipeline from BNSF property expect where the pipeline will be placed in the existing easement. The redesign for this alignment change was completed in 2024 utilizing available budget so this amendment includes budgets for engineering services during construction. 4. Reach 4 – The design was complete to the 90% level for estimating and review. After the submission was reviewed, changes were requested to the alignment to accommodate stormwater flows in the existing ditch north of the south reservoir. The redesign for this alignment change was completed in 2024 utilizing available budget so this Amendment includes budgets for engineering services during construction. 5. Provision for optional change from construction delivery method, i.e. the “off-ramp”. This includes revisions to the contract documents to prepare for competitive bidding and bid phase services. If this task is authorized it would include modifications to the contract documents and specifications including the addition of additional specifications to change the construction delivery method from Construction Management at Risk to traditional design-bid-build. This task includes engineering design services only. Page 745 of 972 City of Englewood, Colorado CONTRACT APPROVAL SUMMARY Procurement Justification of Contract Work/Services Budget Authorization of Contract Work/Services Utilities staff recommends amending PSA 22-115 to address changes in the design scope, pre-bid services, and construction-phase services. Jacobs is currently contracted under PSA-22-115 for $1,337,167 through December 2024. The proposed amendment will add $485,630, bringing the total contract authorization to $1,822,797. Staff also proposes including a 10% staff–managed contingency of $48,563 for a total Phase II project authorization of $534,193. Page 746 of 972 City of Englewood, Colorado CONTRACT APPROVAL SUMMARY Source of Funds: CAPITAL ONLY Item A B C D 1=A-B-C-D Capital Tyler New World Contract Budgeted?Spent To Encumbrance Contract Budget Operating Year Project # / Task #Fund Division Account Line Item Description Name YES / NO Budget Date (Outstanding PO)Amount Remaining C -$ -$ -$ -$ -$ C 2024 40 30001-001 40 1609 61261 AMENDMENT NUMBER 4 PSA- 22-115 CITY DITCH PIPING PROJECT PHASE II SERVICES YES 5,510,000$ 814,788$ 369,823$ 534,193$ 3,791,196$ O -$ -$ -$ -$ -$ Total Current Year 5,510,000$ 814,788$ 369,823$ 534,193$ 3,791,196$ C -$ -$ -$ -$ -$ C 2025 40 30001-001 40 1609 61261 AMENDMENT NUMBER 4 PSA- 22-115 CITY DITCH PIPING PROJECT PHASE II SERVICES YES 7,897,040$ -$ -$ 534,193$ 7,362,847$ O -$ -$ -$ -$ -$ Total - Year Two 7,897,040$ -$ -$ 534,193$ 7,362,847$ GRAND TOTAL 13,407,040$ 814,788$ 369,823$ $534,193*11,154,043$ Process for Choosing Contractor: Attachment (For Capital Items Only / Expense Line Item Detail is Located in OpenGov): All Other Attachments: PLEASE NOTE: City Council Approval Required for the following: - Budgeted Contracts or Agreements greater than $250,000 - Non-Budgeted Contracts or Agreements greater than $125,000 Water Fund, Engineering, Raw Water Supply System RFP-22-030Solicitation Name and Number: NOTES/COMMENTS (if needed): *Maximum purchase amount of 534,193 includes a 10% staff-managed contingency of $48,563 if needed over a one-year term. Water Fund, Engineering, Raw Water Supply System Solicitation Evaluation Summary/Bid Tabulation Attached Prior Month-End Project Status and Fund Balance Report Evaluation Summary/Bid Tabulation AttachedEvaluation Summary/Bid Tabulation AttachedEvaluation Summary/Bid Tabulation AttachedContract Copy of Original Contract if this is an Amendment Copies of Related Contracts/Conveyances/Documents Addendum(s) Exhibit(s) Certificate of Insurance Page 747 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-22-115 1 AMENDMENT NUMBER 4 TO PROFESSIONAL SERVICES AGREEMENT Contract Number PSA-22-115 CITY DITCH PIPING PROJECT PHASE II SERVICES Not to exceed $485,630.00 THIS AMENDMENT NUMBER 4 to the Professional Services Agreement, made and entered into on this by and between the City of Englewood hereinafter referred to as “City” and Jacobs Engineering Group Inc. hereinafter referred to as “Consultant” and collectively referred to as the “Parties”. WHEREAS, on October 24, 2022 the Parties entered into a Professional Services Agreement PSA-22-115 (“Agreement”) for the provision of City Ditch Piping Project Phase I; and WHEREAS, on May 17, 2023 the Parties entered into Renewal Number 1 extending the term of the Agreement; and WHEREAS, on April 8, 2024 the Parties entered into Amendment Number 2 amending the terms of the original Agreement by incorporating a new Outline of Statement of Work; and WHEREAS, on June 3, 2024 the Parties entered into Amendment Number 3 amending the terms of the original Agreement; and WHEREAS, the Consultant has provided services pursuant to the Agreement Attachment A, Outline of Statement of Work, and within the time frames set forth in the Agreement; and WHEREAS, the Parties desire to renew the PSA for continued services to the City; and WHEREAS, the Parties agree to continue to operate and abide by the terms and conditions of the PSA. NOW, THEREFORE, City and the Consultant hereby enter into this Amendment Number 4 as follows: I. AMENDMENT TERMS This Amendment is entered into to modify the terms of the Agreement to renew the PSA for an additional one-year term. The term for this renewal period is from the City’s execution date below (“Effective Date”) to one year from the Effective Date. II. ATTACHMENT A - OUTLINE OF STATEMENT OF WORK The Outline of Statement of Work attached hereto as Attachment A and incorporated herein by reference outlines the understanding and performance that each Party shall provide to the other pursuant to the terms and conditions of the Agreement and attachments thereto. The Attachment A attached hereto shall replace any prior Outline of Statement of Work in the Agreement and any prior Amendments. Page 748 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-22-115 2 III. EXHIBIT 1 – PRICE PROPOSAL The 2025 Price Proposal attached hereto as Exhibit 1 and incorporated herein by reference shall replace the Price Proposal as contained in the Agreement and any prior Amendments. IV. COMPENSATION Compensation and Payment for the services described in the Outline of Statement of Work, attached hereto, shall be per the terms of Section 4 of the Agreement and Sections 8 and 9 of the attached Statement of Work, in an amount not to exceed $ 485,630.00. V. FURTHER AMENDMENTS Section 34 of the PSA shall be replaced with the following: “COMPLIANCE WITH THE IMMIGRATION REFORM AND CONTROL ACT OF 1986. Contractor certifies that Contractor has complied with the United States Immigration Reform and Control Act of 1986. All persons employed by Contractor for the performance of this Contract have completed and signed Form I- 9 verifying their identities and authorization for employment.” VI. INCORPORATION BY REFERENCE OF PSA-22-115 Except as specifically modified herein, all other terms, attachments, and conditions of the Agreement are incorporated by reference as if fully set forth herein, and shall continue in full force and effect until the earlier of (a) expiration or termination of this Amendment Number 4, or (b) mutual agreement in writing by the Parties hereto. VIII. INCORPORATION BY REFERENCE OF EMC SECTION 4-1-3-4 This Contract is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference. IN WITNESS WHEREOF, the City and Consultant do hereby execute this Amendment Number 4 to the Professional Services Agreement. OWNER: CITY OF ENGLEWOOD, COLORADO By: Date: (Department Director) By: Date: (City Manager) Page 749 of 972 Page 750 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-22-115 4 ATTACHMENT A STATEMENT OF WORK 1. GENERAL This Statement of Work for Phase II Amendment 4 is attached to and made part of the Professional Services Agreement PSA 22- 115 between the City of Englewood (City) and Jacobs Engineering Group Inc. (Consultant) for Phase II services for the City Ditch Piping Project and the Allen Plant Direct Connection. 2. NAMES, PHONE NUMBERS AND EMAILS OF PROJECT COORDINATORS Liv Haugen, Project Manager Jacobs 6312 S. Fiddlers Green Circle Suite 300N Greenwood Village, CO 80111 720-470-8311 Liv.Haugen@jacobs.com Stephanie Harrison, Principal-in-Charge Jacobs 6312 S. Fiddlers Green Circle Suite 300N Greenwood Village, CO 80111 719-337-4020 Stephanie.Harrison@jacobs.com Stephanie Ellis, Engineer III Englewood Project Manager 303-783-6811 sellis@englewoodco.gov Cliff Stephens P.E. Engineering Supervisor City of Englewood | Utilities 1500 W Layton Ave. Englewood, CO 80110 o: 303.783.6857 c: 720.753.2514 CStephens@englewoodco.gov Sarah Stone, Utilities Deputy Director – Engineering 303-783-6852 SStone@englewoodco.gov Page 751 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-22-115 5 3. SUMMARY OF PURPOSE FOR STATEMENT OF WORK The City of Englewood (City) is upgrading the City Ditch Raw Water Delivery System (RWDS) that conveys raw water from Chatfield Reservoir to Englewood for treatment and distribution. Raw water from the City Ditch is currently stored into a reservoir, the north reservoir, where an intake structure brings water to the Allen Water Treatment Plant (Allen Plant) to be treated. The water stagnates in the north reservoir before treatment which causes the water to have a particular taste and has been a concern for the City. Approximately 2.5 miles of the four-mile-long City Ditch is open and unlined. The project will install pipe for four segments, or reaches, of the City Ditch such that all sections will be piped. Currently, the City obtains water from the Chatfield Reservoir through the ditch and from the South Platter River. Water that goes through the South Platte is of lower quality than water directly from the reservoir because there are many more influences entering the river that affect taste, odor and hardness. The project will pipe the whole system from the reservoir to the treatment plant and make it possible for the City to primarily acquire water from the reservoir, instead of also using water from the river. Doing so will avoid freezing issues, reduce water loss from seepage into the ditch or overflowing, operate as a gravity-powered system instead of pumping resulting in less electricity use, and limit potential sources of contamination coming into the ditch. Jacobs (Consultant) will provide consulting engineering services to support the City with the Allen Plant Direct Connection Project (Direct Connection) and the City Ditch Pipeline (City Ditch) Projects. As part of this Contract, Consultant will provide project management, design services, and design development support services including geotechnical borings, survey, wetland delineation, permit coordination, and public outreach. Design services for the City Ditch will include completion of detailed design 60%, and final design 90% including issued for construction plans and specifications. Additionally, the City has hired a Contractor for these projects under a Construction Manager/General Contractor (CMGC) contract. Jacobs has included tasks for coordination with the CMGC contractor at the 60 and 90% design phases for each project. Services outlined below also include engineering services during construction (SDCs) for each project. This Amendment to the Phase II Scope of Work incorporates services for year 2025 and the agreed upon scope changes for the design of the upgrades to the City Ditch Raw Water Delivery System (RWDS) that conveys raw water from Chatfield Reservoir to Englewood for treatment and distribution. The changes to the scope are described in detail in the tasks below and the following is a summary: 1. Reach 1 – The structural evaluation of the flume in Reach 1 has been completed and the City will proceed forward with implementing the recommendations and enclosing the flume and above grade box culvert utilizing an on-call contractor. Limited, as requested, support is expected by the Consultant for design and construction services. 2. Reach 2 – The design was complete to the 100% construction ready level. However, after negotiating with the BNSF Railroad, the City has requested an alignment change to remove the pipeline from BNSF property where possible in coordination with the City of Littleton’s planned stormwater improvements. This re-design work is planned to start in 2025 in coordination with the stormwater work. 3. Reach 3 - The design was complete to the 100% construction ready level. However, after negotiating with the BNSF Railroad, the City has requested an alignment change to remove the pipeline from BNSF property expect where the pipeline will be placed in the existing easement. The redesign for this alignment change was completed in 2024 utilizing available Page 752 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-22-115 6 budget so this amendment includes budgets for engineering services during construction. 4. Reach 4 – The design was complete to the 90% level for estimating and review. After the submission was reviewed, changes were requested to the alignment to accommodate stormwater flows in the existing ditch north of the south reservoir. The redesign for this alignment change was completed in 2024 utilizing available budget so this Amendment includes budgets for engineering services during construction. 5. Provision for optional change from construction delivery method, i.e. the “off-ramp”. This includes revisions to the contract documents to prepare for competitive bidding and bid phase services. If this task is authorized it would include modifications to the contract documents and specifications including the addition of additional specifications to change the construction delivery method from Construction Management at Risk to traditional design-bid-build. This task includes engineering design services only. 4. EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY CITY (IF ANY) The City will provide access to City owned facilities and coordinate access to the City Ditch, Allen Water Treatment Plant and Reservoirs for field work and site visits as needed to complete the scope of work. 5. OTHER CONSULTANT RESOURCES E0 or Benesch will be a subcontractor for the flume structural analysis (see below). 6. DESCRIPTION OF WORK PRODUCT AND DELIVERABLES To meet the project objectives described above, the Consultant will complete the following tasks for the Project. Task 1 – Project Management 1.1 Project Meetings and Updates With this Amendment budgets are included for Project Meetings and Updates (1 total of 52 one- hour meetings), Monthly Invoice Submittals (total of 12 invoices), and CMGC and Partnering Workshops (a total of one 8 hour and one four 4 hour partnering sessions are assumed). Deliverables: Email documenting action items and any key decisions added to decision log. 1.2 Monthly Invoice Submittals Consultant shall submit monthly invoices detailing costs incurred in conjunction with the project. Each invoice shall cover a period of one calendar month (or a four-week time period) and shall be submitted to the City within six (6) weeks after the end of each billing cycle. The following required information will be included: 1) Project title; 2) Invoice date; 3) Project PO number; 4) Invoice number and billing period; 5) Summary of work performed during invoice period, broken down and detailed by task; 6) Consultant’s staff hours utilized to date and total staff hours allocated, for each task; 7) Consultant’s direct labor, indirect costs, sub-consultant costs, and other direct cost; Page 753 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-22-115 7 8) Costs for each task, with current balances; 9) Scope of work percent complete by task and for total project as estimated by Consultant independent of expenditure percent complete; 10) Remaining funds by task and for total project shall be clearly presented; 11) Expected work to be conducted during the ensuing month 12) Earned value S-curve Deliverables: Invoices and monthly progress reports. 1.3 CMGC and Partnering Workshops Consultant shall participate in up to two (2) workshops, facilitated by the CMGC: 1) a half-day partnering session prior to kickoff for construction phase; and 2) an additional full-day partnering session as needed. Task 2 – Field Work and Project Support 2.1 Geotechnical Engineering Subtask 2.1 is complete. 2.2 Survey With this Amendment up to six (6) legal descriptions or exhibits will be prepared for easements on private property in Reach 2. 2.3 Environmental Subtask 2.3 is complete. 2.4 Public Outreach Public Outreach is included for services to be provided by Sigler Consulting to support public outreach and communication if needed during design and construction. `Services may include public meetings, City Council and Water and Sewer Board communications, website updates, press releases, stakeholder outreach, construction groundbreaking event, and construction or project milestone completion event(s). With this Amendment additional support for public engagement is included for year 2025 to support construction activities and an additional public meeting. This includes an additional 12 hours of Jacobs labor and $2,000 for Sigler Consulting. 2.5 Permitting With this Amendment re-submittal and coordination for City of Littleton Plan review for Reaches 2 and 3 including a single coordination meeting to review the revised 100% design plans and comments will be performed. Task 3 – Phase 1 – Direct Connection Rehabilitation Task 3 is complete. Page 754 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-22-115 8 Task 4 - Direct Connection and Reach 4 Design - 15 to 60% Design Task 4 is complete. Task 5 - Flume Modification and Reach 4 - 60 to 90% Design and IFC Set Task 5 is complete. Task 6 - Flume Modification and Reach 4 SDCs (Office Support) With this Amendment this task is fully funded again with the following scope and escalated to 2025 rates. The funds that were originally budgeted for SDCs were expended to support the realignment of Reach 4 post the 90% deliverable and the realignment of Reach 3 post the 100% deliverable. 6.1 Submittal Reviews (22 submittals, 40% resubmittal, 3.5 hrs/submittal total ~108 hrs) 6.2 Request for Information (RFIs) (8 ea), Field Orders (2 ea), Work Change Directives (2 ea), and Change Orders (2 ea) @3.5 hr each ~50 hrs total 6.2 a Review of Pay Applications as requested to support the City with administration of the project (assume a total of 6 pay applications) 6.3 Weekly Construction Progress Meetings (4 month of construction) 6.4 Contract Required Meetings: Pre-Con, Schedule Review, Quality Control, Redlines 6.5 Engineering Observations (Structural and Process) 6.6 Startup and Commissioning - Site Visits and Training 6.7 Project Closeout Activities including Punch List, Site Inspections for Final Completion, Record Drawings Task 7 – Flume Modification and Reach 4 – Construction Inspection Services Consultant will provide a full-time inspector for the duration of construction. The inspector will be responsible for observing the CMGC’s work. The inspector is anticipated to be on site 5 days per week during normal business hours of 8 am to 5 pm for the 4-month (16 week) construction duration (for the Diversion Structure and Reach 4) and 2-week construction duration for the rehabilitation of the existing structure. Work beyond those hours and/or days will be deemed to be additional services. The inspector will prepare a daily field record of the observations of work this will include a record of work completed that day, equipment and labor on site, weather conditions, and any concerns related to construction activities and quality. Should the inspector discover or believe that any work by the CMGC is not in accordance with the contract or applicable rules and regulations, the inspector will bring this to the attention of the CMGC and the City. The inspector will then monitor the CMGC’s corrective actions and advise the City as to the acceptability of the corrective actions. The inspector will participate in weekly progress meetings at the site. With this Amendment the original construction services budget is escalated to 2025 rates and additional time is provided to match the CMGC’s expected construction schedule of 6 months for Reach 4. It is anticipated that the construction schedule for Reach 4 will overlap in time with the schedule for Reach 3. The prior budget included a total of 180 inspection hours for Reach 4 and this amendment adds another 620 inspection hours for a total of 800 hours (20 weeks) of construction inspection services. Page 755 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-22-115 9 Deliverables: Daily inspection reports, QC documentation Assumptions: • The Consultant is not responsible for the CMGC’s means and methods, sequencing of work, or the CMGC’s failure to perform he work in accordance with the contract documents. • The Consultant will not undertake exhaustive observation or inspection of the work and does not guarantee the performance with the CMGC’s work. The Consultant’s observations of the work shall not relieve the CMGC of the responsibility for performing the work in accordance with the contract documents, plans and specifications. Consultant shall not assume liability in any respect for the construction of the project. • Consultant is not responsible for health and safety precautions of construction workers. Consultant is not responsible for the CGC’s compliance with the health and safety requirements in the contract for construction, or with federal, state, and local occupational safety and health laws and regulations. Task 8 – City Ditch - 30 to 60% Design Task 8 is complete. Task 9 – City Ditch - 60 to 90% Design and IFC Set With this Amendment additional funding is supplied for the redesign of Reach 2. The design for Reach 2 was completed to the 100% level, but an alignment change is requested to move as much of the pipeline as possible off of BNSF property and onto the adjacent private property. This will include coordination with the City of Littleton for their modifications to the stormwater system. The modifications include revisions to a total of: 8 general sheets, 6 plan and profile drawings, 4 cross sections sheets, and 3 detail drawings. Task 10 – City Ditch - SDCs (Office Support) With this Amendment the services are moved to 2025 with associated rate increases. Task 11 – City Ditch – Construction Inspection Services Consultant will provide a full-time inspector for the duration of construction completed prior to December 2025. The inspector will be responsible for observing the CMGC’s work. The inspector is anticipated to be on site 5 days per week during normal business hours of 8 am to 5 pm for the 4-month (16 week) construction duration (for the portion of the City Ditch Piping that is expected to be completed prior to the end of 2025. Work beyond those hours and/or days will contracted separately. The inspector will prepare a daily field record of the observations of work this will include a record of work completed that day, equipment and labor on site, weather conditions, and any concerns related to construction activities and quality. Should the inspector discover or believe that any work by the CMGC is not in accordance with the contract or applicable rules and regulations, the inspector will bring this to the attention of the CMGC and the City. The inspector will then monitor the CMGC’s corrective actions and advise the City as to the acceptability of the corrective actions. The inspector will participate in weekly progress meetings at the site. With this Amendment the original construction services budget for escalated to 2025 rates and additional time is provided to match the CMGC’s expected construction schedule of 6 months for Reach 3. Page 756 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-22-115 10 Deliverables: Daily inspection reports, QC documentation Assumptions: • The Consultant is not responsible for the CMGC’s means and methods, sequencing of work, or the CMGC’s failure to perform he work in accordance with the contract documents. • The Consultant will not undertake exhaustive observation or inspection of the work and does not guarantee the performance with the CMGC’s work. The Consultant’s observations of the work shall not relieve the CMGC of the responsibility for performing the work in accordance with the contract documents, plans and specifications. Consultant shall not assume liability in any respect for the construction of the project. • Consultant is not responsible for health and safety precautions of construction workers. Consultant is not responsible for the CGC’s compliance with the health and safety requirements in the contract for construction, or with federal, state, and local occupational safety and health laws and regulations. Task 12 – Owner Directed Supplemental Services Supplemental services include additional services to be provided by Consultant up to the allocated budget amount subject to the City’s authorization. Supplemental Services shall be documented through completion of the City’s standard Design Change Notice (DCN). Should requested services exceed the budget amount, the work will proceed upon changes to Jacobs’ fee and/or schedule as mutually agreed to complete Project Management activities through final design and services during construction. Supplemental services may include services related to land acquisition, property negotiation, and/or easements, permitting, additional field services including survey or utility locations, or coordination with other agencies. A contingency task is added to the Supplemental Services budget to include services if the City opts to “take the off ramp” from the current Construction Management at Risk construction delivery approach and move to a traditional design-bid-build approach. This task would include the following activities: 12.1 - With this Amendment the Supplemental Services budget is resupplied with a total budget of $20,000 to be authorized as needed by the project manager. 12.2 –Reach 3 and 4 Bid Ready Documents: a. Review and package the design drawings into a Reach 3 and Reach 4 bid package to be distributed to competitive bidders. b. Revise and package the technical specifications into a Reach 3 and Reach 4 bid package to be distributed to competitive bidders. c. Prepare the upfront specifications to convert the Reach 3 and Reach 4 project to be suitable for bidding, this includes preparation of bid forms, measurement and payment specifications, inclusion of construction contract and division 1 specifications. The Division 1 specifications will include instructions to bidders, bid schedule, and anticipated construction schedule and schedule constraints. d. Prepare an Engineer’s Opinion of Construction Cost for Reaches 3 and 4 to support the review of the contractor bids. 12.3 Reach 2 Bid Ready Documents: e. Review and package the design drawings into a Reach 2 bid package to be distributed to competitive bidders. Page 757 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-22-115 11 f. Revise and package the technical specifications into a Reach 2 bid package to be distributed to competitive bidders. g. Prepare the upfront specifications to convert the Reach 2 project to be suitable for bidding, this includes preparation of bid forms, measurement and payment specifications, inclusion of construction contract and division 1 specifications. The Division 1 specifications will include instructions to bidders, bid schedule, and anticipated construction schedule and schedule constraints. h. Prepare an Engineer’s Opinion of Construction Cost for Reach 2 to support the review of the contractor bids. 12.4 Reach 3 and 4 Bid Phase Services: i. Prepare and attend the Pre-Bid Meeting j. Provide responses to contractor questions and prepare addenda (a total of 2 addenda is assumed). k. Review contractor bids for completeness and compliance. Develop bid tabulation and provide written recommendation for award. 12.5 Reach 2 Bid Phase Services: l. Prepare and attend the Pre-Bid Meeting m. Provide responses to contractor questions and prepare addenda (a total of 2 addenda is assumed). n. Review contractor bids for completeness and compliance. Develop bid tabulation and provide written recommendation for award. 7. SPECIAL TERMS, IF ANY PURCHASE OF OTHER ITEMS NOT LISTED ON THIS SOLICITATION BASED ON PERCENTAGE DISCOUNTS: While the City has listed all major items on the solicitation which are utilized by the City and/or departments in conjunction with their operations, there may be ancillary items that must be purchased by the City during the term of this contract. For this reason, Consultants are requested to quote a percentage discount from the Consultant's price list that will be offered to the City for items which do not appear on this solicitation. The City reserves the right to award these ancillary items to the successful Consultant or another Consultant based on the lowest actual price offered. Consultant will not perform work that is outside the scope of work defined in the Task Order unless approved in advance in writing by Owner. Failure of Consultant to obtain written authorization for work outside the Scope of Work could result in nonpayment of those services performed. Where Consultant is prevented from completing any part of the Work within the completion time due to delay beyond the control of the Consultant, the completion times will be extended in an amount equal to the time lost due to such delay. Delays beyond the control of Consultant shall include but not be limited to, acts or neglect by City, acts or neglect of utility owners or other contractors performing other work, fires, floods, epidemics, abnormal weather conditions, or acts of God. Such an adjustment shall be Consultant’s sole and exclusive remedy for the delays. For a delay caused by City, Consultant is responsible for submitting supporting information. City, at its sole discretion, will determine the validity of the claim. City’s determination is final. Page 758 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-22-115 12 Consultant shall not be entitled to an adjustment in Contract Price or Contract Times for delays within the control of Consultant. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Consultant. 8. MODE OF PAYMENT Check or Electronic Transfer. City will pay Consultant for the work in accordance with the following payment schedule. All payments to Consultant are contingent on Consultant’s satisfying the Deliverables/Milestones set forth in the Payment Schedule. Payments shall be made upon City’s written confirmation to Consultant that the instruments of service have been satisfied. 9. PAYMENT SCHEDULE City shall pay Consultant for the work based on the project invoice, as provided by the Consultant. Invoices shall be submitted electronically to UtilitiesAP@englewoodco.gov. Consultant shall copy Project Manager on all invoice submittals. Monthly invoice periods and payments anticipated. 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. Task Target Completion Date 1 – Project Management December 31, 2025 2 – Geotech, Survey, Environmental, & Public Outreach December 31, 2025 3 – Phase 1 Direct Connection Rehabilitation Design Complete 4 – Direct Connection and Reach 4 Design – 15 to 60% Design Complete 5 – Flume Modification and Reach 4 – 60 to 90% Design and IFC Set Complete 6 – Flume Modification and Reach 4 Construction Inspection Services SDCs (Office Services) December 31, 2025 7 – Flume Modification and Reach 4 Construction Inspection Services December 31, 2025 8 – City Ditch 30 to 60% Design Complete 9 – City Ditch 60 to 90% Design and IFC Set December 31, 2025 10 – City Ditch SDCs (Office Support) December 31, 2025 11 – City Ditch Inspection December 31, 2025 Page 759 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org PSA-22-115 13 12 – Supplemental Services December 31, 2025 11. ACCEPTANCE AND TESTING PROCEDURES (not applicable) 12. LOCATION OF WORK FACILITIES The work will be substantially conducted by Consultant at its regular office located in Greenwood Village, Colorado. Some senior technical reviewers located outside of Colorado will be used as identified in the Consultants proposal. IN WITNESS WHEREOF, pursuant and in accordance with the Amendment Number 4 between the parties hereto dated , the parties have executed this Statement of Work as of this . CITY OF ENGLEWOOD, COLORADO By: (Signature) (Print Name) Title: Date: JACOBS ENGINEERING GROUP INC. Consultant Name By: (Signature) (Print Name) Title: Date: Joe Schlaepfer Vice President 12/3/2024 Page 760 of 972 Price Proposal 12 month duration tructur Admin Li v H a u g e n Pr o j e c t M a n a g e r St e p h a n i e H a r r i s o n Qu a l i t y M a n a g e r Ph i l l i p Z e l e n a k De s i g n M a n a g e r Ja m e s K a p l a Se n i o r I n t a k e S p e c i a l i s t Ja k e W i c k s Pr o c e s s M e c h a n i c a l L e a d An d r e a V a u g h a n De s i g n L e a d En g i n e e r Ma d d y M u r p h y De s i g n E n g i n e e r Da n i e l S a n c h e z Ci v i l E n g i n e e r i n g Ro b e r t M a r t i n Tr e n c h l e s s a n d Ge o t e c hn i ca l Mi c h a e l M o n a h a n Ci v i l C A D Ga r r e t t G r i j a l v a St r u c t u r a l B r i d g e L e a d Ro y M a r k e n Pr o j e c t A u t o m a t i o n L e a d Jo h n R o y b a l Co n s t r u c t i o n I n s p e c t i o n Ro b e r t G u p t i l Su r v e y T e c h n i c i a n Ed S i l v e r Pr o j e c t S u r v e y o r Ja c o b O l m s t e d Su r v e y P a r t y C h i e f Sa n d y O r r e n Pr o j e c t C o n t r o l s & Ac c ou n t in g Ja c o b s T o t a l L a b o r Ef f o r t (H o u r s) Ja c o b s T o t a l L a b o r ($ ) Ja c o b s L a b o r Es c a l a t i o n f o r w o r k co m p let e d i n 2 0 2 5 ( 4 % Ra t e I n c r e a s e f o r 2 0 2 4 an d 4 % R a t e I n c r e a s e Ja c o b s T o t a l E x p e n s e s ($ ) To t a l S u b c o n s u l t a n t s 5% M a r k u p I n c l . ($ ) To t a l L a b o r & Ex p e n s e s ($ ) Billing Rate $251 $282 $197 $282 $176 $176 $139 $118 $282 $176 $139 $224 $155 $118 $120 $118 $118 Task 1 - Project Management 100 0 12 0 0 0 0 0 0 0 0 0 0 0 0 0 24 136 $30,296 $1,261 $0 $0 $31,557 1.1 Weekly Project Meeting and Updates (External)52 52 $13,052 $543 $0 $0 $13,595 1.2 Monthly Progress Reporting and Invoices 36 24 60 $11,868 $494 $0 $0 $12,362 1.3 CMGC and Partnering Workshops 12 12 24 $5,376 $224 $0 $0 $5,600 Task 2 - Geotech, Survey, Environmental, & Public Outreach 20 0 0 0 0 8 16 0 0 0 0 0 0 12 4 36 0 96 $ 14,795.52 $616 $0 $2,100 $17,512 2.1 Geotechnical Engineering (Complete) 2.2 Office Survey 12 4 36 52 $6,144 $256 $0 $0 $6,400 2.3 Environmental (Complete) 2.4 Public Outreach (Siglar Communications)12 12 $3,012 $125 $0 $2,100 $5,237 2.5 Permitting 8 8 16 32 $5,640 $235 $0 $0 $5,875 Task 3 - Phase 1 Direct Connection Rehabilitation Design - Complete $0 Task 4 - Direct Connection and Reach 4 Design - 15 to 60% Design - Complete 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 Task 5 - Flume Modification and Reach 4 - 60 to 90% Design and IFC Set - Complete 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 Task 6 - Flume Modification and Reach 4 SDCs (Office Support)32 2 32 9 67 10 62 28 0 0 44 30 0 0 0 0 0 316 $ 55,748.00 $ 2,319.00 $ 700 $ - $ 58,767.00 6.1 Submittal Reviews (22 submittals, 40% resubmittal, 3.5 hrs/submittal total ~108 hrs)8 2 16 2 24 8 24 12 12 108 $18,340 $763 $0 $0 $19,103 6.2 Request for Information (RFIs) (8 ea), Field Orders (2 ea), Work Change Directives (2 ea), and Change Orders (2 ea) @3.5 hr each ~50 hrs total 4 4 7 11 8 8 8 50 $8,870 $369 $0 $0 $9,239 6.2a Pay Application Reviews (monthly for 6 months of construction)4 6 10 $1,838 $77 $0 $0 $1,915 6.3 Weekly Construction Progress Meetings (4 month of construction)8 8 2 16 8 8 50 $8,048 $335 $300 $0 $8,683 6.4 Contract Required Meetings: Pre-Con,Schedule Review, Quality Control, Redlines 4 8 12 $2,580 $107 $160 $0 $2,847 6.5 Engineering Observations (Structural) 8 8 16 $2,520 $105 $160 $0 $2,785 6.6 Startup and Commissioning - Site Visits and Training 2 2 8 4 4 20 $3,416 $142 $80 $0 $3,638 6.7 Project Closeout Activities including Punch List, Site Inspections for Final Completion, Record Drawings 2 2 8 4 4 30 50 $10,136 $421 $0 $0 $10,557 Task 7 - Flume Modification and Reach 4 Construction Inspection Services 0 0 0 0 0 0 0 0 0 0 0 0 620 0 0 0 0 620 $96,100 $3,998 $1,000 $0 $101,098 7.1 Daily Construction Inspection 620 620 $96,100 $3,998 $1,000 $0 $101,098 Task 8 - City Ditch - 30 to 60% Design - Complete 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 Task 9 - City Ditch - 60 to 90% Design and IFC Set - Realignment of Reach 2 40 0 24 0 0 56 44 56 0 140 16 0 0 0 0 0 0 376 $64,212 $2,670 $0 $0 $66,882 9.1 Engineering Plans and Details (90% Design)16 24 36 40 100 12 228 $37,232 $1,549 $0 $0 $38,781 9.2 Technical Specifications (90% Design)12 16 16 44 $8,980 $373 $0 $0 $9,353 9.3 Engineering Stamped Plans and Details (100% Design)8 8 8 16 40 4 84 $14,012 $582 $0 $0 $14,594 9.4 Stamped Technical Specifications (100% Design)4 8 8 20 $3,988 $166 $0 $0 $4,154 Task 10 - City Ditch - SDCs (Office Support)0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $0 $1,803 $0 $0 $1,803 Escalation Only for Extended Schedule 225 $43,341 $1,803 Task 11 - City Ditch Construction Inspection Services 0 0 0 0 0 0 0 0 0 0 0 0 620 0 0 0 0 620 $96,100 $3,998 $1,000 $0 $101,098 11.1 Daily Construction Inspection 620 620 $96,100 $3,998 $1,000 $0 $101,098 Task 12 - Supplemental Services 76 0 68 0 0 60 52 0 48 80 0 0 0 0 0 0 0 408 $0 $3,461 $200 $0 $106,913 12.1 Supplemental Services as requested by the City of Englewood 0 $0 $0 $0 $20,000 12.2 Reaches 3&4 Bid Ready Documents 40 40 16 12 24 16 160 $34,676 $1,442 $0 $0 $36,118 12.3 Reach 2 Bid Ready Documents 20 20 12 8 24 16 112 $24,456 $1,017 $0 $0 $25,473 12.4 Reaches 3&4 Bid Phase Services 8 4 16 16 24 68 $12,060 $501 $100 $0 $12,661 12.5 Reach 2 Bid Phase Services 8 4 16 16 24 68 $12,060 $501 $100 $0 $12,661 268 2 136 9 67 134 174 84 48 220 60 30 1,240 12 4 36 24 2,572 357,252$ 20,126$ 2,900$ 2,100$ 485,630$ Survey Totals Fee Estimate for: City of Englewood, Colorado City Ditch Pipeline Project - Amendment for Scope Change Rev. Date: 10/11/2024 Period of Performance: January 1, 2025 Through December 31, 2025 Firm Name: Jacobs PM/DM Delivery SupporIntake Design Conveyance Design EXHIBIT 1 Pa g e 7 6 1 o f 9 7 2 City Ditch Piping Project Phase II Design and Construction Services Presented By: Englewood Utilities and South Platte Renew Director, Pieter Van Ry Utilities Deputy Director –Business Solutions and Engineering, Sarah Stone Pa g e 7 6 2 o f 9 7 2 Project Overview •Pipe open channel sections •Water aesthetics •Sustainability •Resiliency •Safety •Reduced capital investment •Jacobs performing engineering design •Construction in 2025 Pa g e 7 6 3 o f 9 7 2 City Ditch Design –Completed tasks •Survey and Environmental investigations •Reach 1 •Dad Clark Gulch flume modification •Direct Connection to Allen Water Treatment Plant •Reach 3 •Reach 4 •Big Dry Creek flume modification •Reach 4 stormwater conveyance Pa g e 7 6 4 o f 9 7 2 City Ditch Design –Tasks Under Proposed Amendment •Reach 2 design -currently at 60% Design •Public outreach for all Reaches •Permitting through Littleton •Preparation of bid ready documents for Reaches 1, 3 and 4 •RFP support •Construction inspections and support Proposed contract budget = $485,630 Staff–managed contingency = $48,563 Total project authorization = $534,193 •Water and Sewer Board recommended City Council approval during its December 10, 2024 meeting. Pa g e 7 6 5 o f 9 7 2 Questions? Pa g e 7 6 6 o f 9 7 2 Thank you Pa g e 7 6 7 o f 9 7 2 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Pieter Van Ry, Sarah Stone DEPARTMENT: Utilities DATE: December 16, 2024 SUBJECT: Legal and Water Resources Engineering Agreement Renewals DESCRIPTION: Water rights legal support and water resources engineering services Professional Services Agreement (PSA) renewals. RECOMMENDATION: Utilities staff is seeking City Council approval of two PSA renewals with Berg Hill Greenleaf Ruscitti, LLP (BHGR) and Martin and Wood Water Consultants, Inc. (M&W) for the City of Englewood’s (City) legal and water resources contracts. The Water and Sewer Board recommended Council approve the two PSA renewals with BHGR and M&W during its December 10, 2024 meeting. PREVIOUS COUNCIL ACTION:  December 18, 2023 – City Council approval of PSA-22-117 renewal with BHGR and PSA-22-118 renewal with M&W  October 16, 2023 – City Council approval of a change order on PSA-22-117 with BHGR  November 21, 2022 – City Council approval of PSA-22-117 with BHGR and PSA-22-118 with M&W  June 20, 2022 – City Council approval of a 6-Month Renewal No. 2 for PSA-20-35 with BHGR and PSA-20-37 with M&W  July 19, 2021 – City Council approval of Renewal No. 1 for PSA-20-35 with BHGR and PSA-20-37 with M&W  July 6, 2020 – City Council approval of PSA-20-35 with BHGR and PSA-20-37 with M&W  May 6, 2019 – City Council approval of PSA-19-19 with BHGR and PSA-19-16 with M&W  May 21, 2018 – City Council Approval of IGA with Denver Water SUMMARY: Successful protection and planning of the City’s water rights requires additional resources and expertise beyond Utilities staff. For more than 20 years, BHGR and M&W have assisted the City with water resources legal, and engineering support. Work includes protecting existing water rights, optimizing the City’s water resource portfolio, water court application and diligence, litigation activities, and water supply and demand planning. ANALYSIS: Page 768 of 972 Staff recommends renewing PSAs with BHGR and M&W due to their strong institutional knowledge, demonstrated successful performance, legal and technical expertise, and regional and statewide experience. Both firms are critical to ensure a coordinated approach for planning and protecting the City’s complex water resources portfolio. Retention of other firms may put the City’s water rights at risk in Colorado’s water court proceedings. A summary of the agreements is listed below, and the justification memos outlining each agreement are provided as attachments: Professional Services Agreement Renewals:  Berg Hill Greenleaf Ruscitti, LLP ($650,000) o For water rights legal support  Martin and Wood Water Consultants Inc. ($420,000) o For water resources engineering services COUNCIL ACTION REQUESTED: Motion to approve a Professional Services Agreement renewal with Berg Hill Greenleaf Ruscitti, LLP for water rights legal support in the amount of $650,000 and a Professional Services Agreement renewal with Martin and Wood Water Consultants Inc. for water resources engineering services in the amount of $420,000. FINANCIAL IMPLICATIONS: Funding for the BHGR and M&W agreement renewals is included in the 2025 Utilities budget and will not exceed the total Water Fund budget appropriation. Source of Funds Line-Item Description 2025 Line-Item Budget YTD Line-Item Expensed Purchase Amount 40–1609– 54201 Water Fund, Engineering, Professional Services $1,670,000 $0 $1,070,000* *Maximum purchase amount of $1,070,000 includes $650,000 for BHGR and $420,000 for M&W over a one-year contract term. PROCUREMENT INFORMATION: Account Number: 40–1609–54201 CONNECTION TO STRATEGIC PLAN: Infrastructure:  Proactively, in a cost-effective manner, invests, maintains, and plans to protect water infrastructure Sustainability:  Protection of water resources, including rivers and streams ATTACHMENTS: Memo, CAS, and PSA-22-117 Renewal with Berg Hill Greenleaf Ruscitti, LLP Memo, CAS, and PSA-22-118 Renewal with Martin and Wood Water Consultants Inc PowerPoint Presentation Page 769 of 972 TO: Mayor and Council FROM: Pieter Van Ry, Englewood Utilities and South Platte Renew Director Sarah Stone, Utilities Deputy Director – Business Solutions and Engineering Stephanie Ellis, Utilities Engineer III DATE: December 16, 2024 Re: Professional Services Agreement Renewal with Berg Hill Greenleaf Ruscitti, LLP for Water Rights Legal Support EXECUTIVE SUMMARY Utilities staff is seeking City Council approval of a Professional Services Agreement (PSA) renewal with Berg Hill Greenleaf Ruscitti, LLP (BHGR) to provide outside legal representation for water rights support in the amount of $650,000. The Water and Sewer Board recommended Council approve the PSA renewal with BHGR during its December 10, 2024 meeting. BACKGROUND Legal protection of City of Englewood (City) water rights requires additional resources and expertise beyond Utilities staff. BHGR has provided outside legal representation for the City’s water rights since 2001. BHGR is a highly respected water law firm in the Denver metro area and provides legal advice to the City regarding the most effective means to protect and utilize the City’s water supply portfolio. BHGR’s strong representation throughout Colorado in water law has often allowed them to work on behalf of the City to resolve water rights conflicts without resorting to litigation. BHGR has effectively litigated several water law matters on behalf of the City in Colorado’s water court and is actively involved in State legislation concerning water rights that continue to benefit the City. The City has entered into PSAs with BHGR since 2019. Water and Sewer Board and City Council approved a January – December 2024 PSA in November 2023 for $510,000. ANALYSIS Utilities staff recommends renewing PSA-22-117 for water rights legal support from January – December 2025, in the amount of $650,000 based on anticipated work in 2025. In order to successfully protect the City’s existing water rights and plan for the future, specialized expertise and knowledge of the City’s water rights is required. The increase over the 2024 contract amount accounts for the potential of five (5) scheduled trials. BHGR is expecting a total of 28 days of trial representation, which is four (4) times the number of days for 2024. The court’s trial docket accordingly accounts for the larger estimated total budget for 2025. The following associated activities are planned for the January – December 2025 PSA renewal: • Prepare and file applications in water court for City water rights, including applications for water right changes and new water right Page 770 of 972 • Negotiate and settle with opposition parties to water right applications • Prepare and file statements of opposition to parties seeking to claim water rights in which the City has a legal interest • Monitor water case decisions to ensure that all parties to the matter comply with the terms and conditions set forth by the water court • Monitor and understand water court decisions to protect City’s interests and support City advocates to oppose water rights applications filed by other entities • Provide professional legal disposition in the development of an optimized water supply portfolio • Advise the City on agreements, contracts, and water rights decrees • Legal support for water supply contracts Staff recommends the PSA renewal with BHGR due to their extensive institutional knowledge of the City’s water resources portfolio, strong understanding of Colorado water law, prior successful performance and value for the City, and regional and statewide expertise. FINANCIAL IMPLICATIONS Funding for water resource legal support is included in the 2025 Utilities budget. Source of Funds Line-Item Description 2025 Line-Item Budget YTD Line-Item Expensed Purchase Amount 40–1609– 54201 Water Fund, Engineering, Professional Services $1,670,000 $0 $650,000* *Maximum purchase amount of $650,000 with BHGR over a one-year term. PROCUREMENT INFORMATION Account Number: 40–1609–54201 CONNECTION TO STRATEGIC PLAN Infrastructure: • Proactively, in a cost-effective manner, invests, maintains, and plans to protect water infrastructure Sustainability: • Protection of water resources, including rivers and streams PROPOSED MOTION Move to recommend City Council approve, by Motion, a Professional Services Agreement renewal with Berg Hill Greenleaf Ruscitti, LLP for water rights legal support in the amount of $650,000. ATTACHMENTS Contract Approval Summary (CAS) PSA-22-117 BHGR / Statement of Work / BHGR Budget Memo CY 2025 Page 771 of 972 Contract Number City Contact Information: Staff Contact Person Phone Title Email Staff Contact Person Phone Title Email Summary of Terms: Original Contract Amount Start Date 1/1/2025 Amendment Amount End Date 12/31/2025 Amended Contract Amount Total Term in Years 1.00 Vendor Contact Information: Contact Phone Email Boulder CO City State Zip Code Contract Type: Please select from the drop down list Descripiton of Contract Work/Services Berg Hill Greenleaf Ruscitti LLP (BHGR) 1712 Pearl Street PSA-Professional Services Agreement The 1st or 15th of the month after receiving and reviewing invoice. AMENDMENT NUMBER 2 PSA-22-117 WATER RIGHTS LEGAL SUPPORT $ 650,000 $ - $ 650,000 o: 303.783.6811 c: 720.668.1770Stephanie Ellis SEllis@englewoodco.gov Utilities Engineer III Cliff Stephens 303-783-6857 Utilities Engineering Supervisor CStephens@englewoodco.gov Name Address City of Englewood, Colorado CONTRACT APPROVAL SUMMARY BHGR prepares and files applications in water court for the City’s water rights, including diligence and change applications and applications for new water rights. BHGR works to prosecute these water applications and to negotiate and settle with any opposers, while protecting Englewood’s water rights. BHGR also works to prepare and file statements of opposition, and settle, applications of other rights users in water court in order to protect Englewood’s rights from injury. Renewal options available Pursuant to Section 8 of the PSA, the parties may enter into a renewal of the Agreement for an additional one-year period 80202 Payment terms (please describe terms or attached schedule if based on deliverables) o: 303-402-1600; c: 303-494-0278 pdn@bhgrlaw.com Peter D. Nichols, Of Counsel Page 772 of 972 City of Englewood, Colorado CONTRACT APPROVAL SUMMARY Procurement Justification of Contract Work/Services Budget Authorization of Contract Work/Services Utilities staff recommends renewing PSA-22-117 for water rights legal support from January – December 2025, in the amount of $650,000 based on anticipated work in 2025. In order to successfully protect the City’s existing water rights and plan for the future, specialized expertise and knowledge of the City’s water rights is required. The increase over the 2024 contract amount accounts for the potential of five (5) scheduled trials. BHGR is expecting a total of 28 days of trial representation, which is four (4) times the number of days for 2024. The court’s trial docket accordingly accounts for the larger estimated total budget for 2025. Staff recommends the PSA renewal with BHGR due to their extensive institutional knowledge of the City’s water resources portfolio, strong understanding of Colorado water law, prior successful performance and value for the City, and regional and statewide expertise. Page 773 of 972 City of Englewood, Colorado CONTRACT APPROVAL SUMMARY Source of Funds: CAPITAL ONLY Item A B C D 1=A-B-C-D Capital Tyler New World Contract Budgeted?Spent To Encumbrance Contract Budget Operating Year Project # / Task #Fund Division Account Line Item Description Name YES / NO Budget Date (Outstanding PO)Amount Remaining C -$ -$ -$ -$ -$ C -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ Total Current Year -$ -$ -$ -$ -$ C -$ -$ -$ -$ -$ C -$ -$ -$ -$ -$ O 2025 40 1609 54201 AMENDMENT NUMBER 2 PSA- 22-117 WATER RIGHTS LEGAL SUPPORT YES 1,670,000$ -$ -$ 650,000$ 1,020,000$ O 2025 40 1609 54201 AMENDMENT NUMBER 2 PSA- 22-118 WATER RESOURCES ENGINEERING YES 1,670,000$ -$ -$ 420,000$ 1,250,000$ O -$ -$ -$ -$ -$ Total - Year Two 1,670,000$ -$ -$ 1,070,000$ 600,000$ GRAND TOTAL 1,670,000$ -$ -$ $1,070,000*600,000$ Process for Choosing Contractor: Attachment (For Capital Items Only / Expense Line Item Detail is Located in OpenGov): All Other Attachments: PLEASE NOTE: City Council Approval Required for the following: - Budgeted Contracts or Agreements greater than $250,000 - Non-Budgeted Contracts or Agreements greater than $125,000 n/aSolicitation Name and Number: NOTES/COMMENTS (if needed): *Maximum purchase amount of $1,070,000 includes $650,000 for BHGR and $420,000 for M&W over a one-year contract term. Water Fund, Engineering, Professional Services Water Fund, Engineering, Professional Services Solicitation Evaluation Summary/Bid Tabulation Attached Prior Month-End Project Status and Fund Balance Report Evaluation Summary/Bid Tabulation AttachedEvaluation Summary/Bid Tabulation AttachedEvaluation Summary/Bid Tabulation AttachedContract Copy of Original Contract if this is an Amendment Copies of Related Contracts/Conveyances/Documents Addendum(s) Exhibit(s) Certificate of Insurance Page 774 of 972 _____________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 1 CFC#22-117_Renewal _____________________________________________________________________________________________ AMENDMENT NUMBER 2 PROFESSIONAL SERVICES AGREEMENT Contract Number PSA-22-117 WATER RIGHTS LEGAL SUPPORT Not to exceed $650,000.00 THIS AMENDMENT NUMBER 2 to the Professional Services Agreement (PSA-22-117) made and entered into on this _______________________ by and between the City of Englewood hereinafter referred to as “City” and Berg Hill Greenleaf Ruscitti LLP. hereinafter referred to as “Consultant” and collectively referred to as the “Parties”. WHEREAS, on December 1, 2022 the Parties entered into a Professional Services Agreement (“PSA”) for the provision Water Rights Legal Support; and WHEREAS, on January 8, 2024 the Parties entered into Renewal Agreement #1 extending the term of the Agreement; and WHEREAS, pursuant to Section 8 of the PSA, the parties may enter into a renewal of the Agreement for an additional one-year period; and WHEREAS, during the past year the Consultant has provided services pursuant to the Outline of Statement of Work, and within the time frames set forth in the Agreement; and WHEREAS, the Parties desire to renew the PSA for continued services to the City; and WHEREAS, the Parties agree to continue to operate and abide by the terms and conditions of PSA, except for as revised herein. NOW, THEREFORE, City and the Consultant hereby enter into this Amendment Number 2 as follows: I. AMENDMENT TERMS This Amendment is entered into to modify the terms of the PSA to renew the PSA for an additional one-year term. The term for this renewal period is from the City’s execution date below (“Effective Date”) to one year from the Effective Date. II. ATTACHMENT A – OUTLINE OF STATEMENT OF WORK The Outline of Statement of Work attached hereto as Attachment A and incorporated herein by reference outlines the understanding and performance that each Party shall provide to the other pursuant to the terms and conditions of the PSA and this Amendment Number 2 for the next twelve (12) months. The Attachment A attached hereto shall replace the Attachment A Outline of Statement of Work as contained in the PSA and Renewal Agreement # 1. Page 775 of 972 _____________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 2 CFC#22-117_Renewal III. COMPENSATION Compensation and Payment for the services described in the Outline of Statement of Work, attached hereto, shall be per the terms of Section 4 of the PSA and Sections 8 and 9 of the attached Statement of Work, in an amount not to exceed $650,000.00. IV. FURTHER AMENDMENTS Section 34 of the PSA shall be replaced with the following: “COMPLIANCE WITH THE IMMIGRATION REFORM AND CONTROL ACT OF 1986. Consultant certifies that Consultant has complied with the United States Immigration Reform and Control Act of 1986. All persons employed by Consultant for the performance of this Contract have completed and signed Form I- 9 verifying their identities and authorization for employment.” V. INCORPORATION BY REFERENCE OF PSA Except as specifically modified herein, all other terms and conditions of the PSA are incorporated by reference as if fully set forth herein, and shall continue in full force and effect until the earlier of (a) expiration or termination of this Amendment Number 2, or (b) mutual agreement in writing by the Parties hereto. VI. INCORPORATION BY REFERENCE OF EMC SECTION 4-1-3-4 This Contract is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference. IN WITNESS WHEREOF, the City and Consultant do hereby execute this Amendment Number 2 to the Professional Services Agreement. OWNER: CITY OF ENGLEWOOD, COLORADO By: _____________________________ Date: _____________________________ (Department Director) By: _____________________________ Date: _____________________________ (City Manager) By: _____________________________ Date: _____________________________ (Mayor) Attest: By: _____________________________ Date: _____________________________ (City Clerk) Page 776 of 972 ____________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 3 CFC#22-117_Renewal CONSULTANT: BERG HILL GREENLEAF RUSCITTI LLP By: (Signature) __________________________________ (Print Name) Title: __________________________________ Date: __________________________________ Peter D. Nichols Of Counsel 21 November 2024 Page 777 of 972 ____________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 4 CFC#22-117_Renewal ATTACHMENT A OUTLINE OF STATEMENT OF WORK 1. GENERAL Berg Hill Greenleaf Ruscitti LLP (BHGR) prepares and files applications in water court for the City’s water rights, including diligence and change applications and applications for new water rights. BHGR works to prosecute these water applications and to negotiate and settle with any opposers, while protecting Englewood’s water rights. BHGR also works to prepare and file statements of opposition, and settle, applications of other rights users in water court in order to protect Englewood’s rights from injury. Amount not to exceed $650,000.00 for the contract term (January – December 2025). This SOW is issued as a Renewal of PSA 22-117. 2. NAMES, PHONE NUMBERS AND EMAILS OF KEY PERSONNEL Stephanie Ellis, Engineer III o: 303-783-6811; c:720-668-1770 sellis@englewoodco.gov Chris Edelstein, Environmental Compliance Manager o: 303-762-2650; c: 303.476.8932 CEdelstein@englewoodco.gov Peter D. Nichols, Of Counsel o: 303-402-1600; c: 303-494-0278 pdn@bhgrlaw.com Geoff M. Williamson, Partner o: 303-402-1600; c: 303-819-0036 gmw@bhgrlaw.com 3. SUMMARY OF PURPOSE FOR STATEMENT OF WORK: BHGR prepares and files applications in water court for the City’s water rights, including diligence and change applications and applications for new water rights. BHGR works to prosecute these water applications and to negotiate and settle with any opposers, while protecting Englewood’s water rights. BHGR also works to prepare and file statements of opposition, and settle, applications of other rights users in water court in order to protect Englewood’s rights from injury. 4. EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY CITY (IF ANY) The City will provide BHGR with updated water rights data, spreadsheets, and any other relevant documentation necessary for analysis, application preparation, or legal support. Page 778 of 972 ____________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 5 CFC#22-117_Renewal 5. OTHER CONSULTANT RESOURCES BHGR may coordinate with the following consultants to support the City’s water rights interests: • Martin and Wood Water Consultants, Inc. (M&W) 6. DESCRIPTION OF WORK PRODUCT AND DELIVERABLES Task 1: Advising the City on general legal matters involving the City’s water rights. • Bi-weekly meetings with City staff and water engineers to strategize on using the City’s water rights to meet current and future water demands. • Detailed responses to discrete legal questions on water rights as they arise. • Representation in Colorado Water Congress’ State Affairs Committee as necessary. • Monthly legal report to the City Attorney, summarizing activities, risks, and recommendations. Task 2: Advising the City on agreements, contracts, and decrees. • Review and interpretation of documents affecting water rights, including easements, contracts, and decrees. • Guidance to City staff on rights, obligations, and potential courses of action, with analysis of probable legal consequences. Task 3: Prosecuting water rights applications • Preparation and filing of water court applications, including diligence, change, and new rights applications. • Strategic management of pending applications, with anticipated new filings and collaboration with City engineers. Task 4: Representing the City in routine water court proceedings • Filing of opposition statements for applications identified as potentially harmful to City water rights. • Regular updates on approximately 60 active cases and monitoring of 80 retained jurisdiction cases, ensuring compliance with protective terms. Task 5: Representing the City in water court trials • Representation in water court trials when settlements fail to adequately protect the City’s interests. Expected to represent in up to three trials over the term, with ongoing updates on potential settlements. 7. SPECIAL TERMS, IF ANY Confidentiality: BHGR shall maintain the confidentiality of all data, documents, and discussions as per legal and regulatory requirements. Conflict of Interest: BHGR shall immediately notify the City of any conflicts of interest with other clients in water matters. 8. MODE OF PAYMENT: Check or Electronic Transfer. Page 779 of 972 ____________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 6 CFC#22-117_Renewal City will pay Consultant for the work in accordance with the following payment schedule. All payments to Consultant are contingent on Consultant’s satisfying the Deliverables/Milestones set forth in the Payment Schedule. Payments shall be made upon City’s written confirmation to Consultant that the Deliverables-Milestones have been satisfied. 9. PAYMENT SCHEDULE The 1st or 15th of the month after receiving and reviewing invoice. 10. SCHEDULE AND PERFORMANCE MILESTONES Schedules and milestones for deliverables will be set and monitored by the City’s designated coordinators. BHGR will provide periodic updates on progress against milestones and notify the City of any anticipated delays or additional needs. 11. ACCEPTANCE AND TESTING PROCEDURES Acceptance criteria for all deliverables shall be defined by the City in collaboration with BHGR per the approval of BHRG invoices. 12. LOCATION OF WORK FACILITIES Substantially all of the work will be conducted by Consultant at its regular office located at 1712 Pearl Street, Boulder, CO 80202 or remotely, as efficient and appropriate. 13. FEES Peter D. Nichols $335.00 / hour Geoff M. Williamson $325.00 / hour Partners / Special Counsel $300.00 / hour Associates $225.00 - $275.00 / hour Paralegals / Legal Assistants $125.00 - $150.00 / hour Law Clerks $100.00 / hour IN WITNESS WHEREOF, pursuant and in accordance with Amendment Number 2 between the parties hereto dated ________________, the parties have executed this Statement of Work as of this ________________________. CITY OF ENGLEWOOD, COLORADO By: (Signature) _________________________________ (Print Name) Title: Date: _______________________________ Page 780 of 972 ____________________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org 7 CFC#22-117_Renewal BERG HILL GREENLEAF RUSCITTI LLP Consultant Name By: (Signature) _________________________________ (Print Name) Title: Date: _______________________________ Peter D. Nichols Of Counsel 21 November 2024 Page 781 of 972 Privileged and Confidential Attorney-Client Communication Attorney Work Product Legal Memorandum To: Pieter van Ry; Clifford Stephens From: Peter D. Nichols Date: 6 November 2024 RE: Estimate of Fees and Costs for 2025 The legal services provided by Berg Hill Greenleaf Ruscitti LLP (BHGR) to the City of Englewood relate primarily to the use and protection of the City’s extensive portfolio of water rights to serve its residents and contractees. These services fall generally into five categories, described below with an estimate of fees and costs for 2025, which total $650,000. 1. Advising the City on general legal matters involving the City’s water rights BHGR prepares for and participates in bi-weekly meetings with the City’s water staff and water engineers concerning the use of the City’s water rights to meet current demands, and strategic planning to meet future demands and maximize the current and future value of the City’s water rights portfolio. In addition, BHGR responds to discreet legal questions relating to the City’s rights that come up from time to time. BHGR also works with the City on understanding and responding to significant global issues, such as PFAS. Estimated fees and costs: $95,000. 2. Advising the City on agreements, contracts, and decrees The City is party to numerous easements, rights-of-way, agreements, contracts and water court decrees that affect, and in some instances control, the City’s use of its water rights. Many of these legally significant documents are old, long, and complex, and contain vague and ambiguous provisions. BHGR interprets and advises the City’s water staff on the City’s rights and obligations under these documents, as well as possible courses of action and their probable legal consequences. Estimated fees and costs: $75,000. Page 782 of 972 Privileged and Confidential Attorney-Client Communication Attorney Work Product Page 2 of 2 3. Prosecuting water rights applications BHGR files applications in water court for the City’s water rights, including diligence and change applications and applications for new water rights. BHGR works to prosecute these water applications and to negotiate and settle with any opposers, or try the applications before the water judge if necessary. There will be one pending diligence application at the end of 2024, plus another we will file in 2025 for the City’s conditional water rights. There are no anticipated applications to change the City’s existing rights or apply for new rights. BHGR works strategically with the City’s water staff and water engineers to prepare and prosecute the diligence applications. Estimated fees and costs: $30,000. 4. Representing the City in routine water court proceedings There are an average of two to three water court applications filed each month by other parties that pose potential threats to the City’s portfolio of water rights. BHGR files statements of opposition on applications identified by the City’s water engineers that pose significant practical threats to the yield of the City’s rights, as well as applications that BHGR identifies that could lead to legal precedents that could increase legal risks to the City’s interests. BHGR is typically representing the City in approximately 60 open cases in water court, seeking protective terms and conditions in stipulated settlements that protect the City’s rights. BHGR is also monitoring retained jurisdiction provisions in an additional 80 decreed cases to ensure compliance with terms and conditions that protect the City’s rights from injury. Estimated fees and costs: $150,000. 5. Representing the City in water court trials Most water court applications are settled out of court. Some, however, go to trial. BHGR represents the City in trial when the threat of injury or legal issues cannot be settled on terms and conditions that protect the City’s interests. Although five of the applications in which the City is an active opposer are set for trial in the coming year, BHGR anticipates two will settle on terms and conditions protective of the City and the other three will go to trial for a total of 28 days (compared to seven trial days in 2024). Estimated fees and costs: $300,000. Page 783 of 972 TO: Mayor and Council FROM: Pieter Van Ry, Englewood Utilities and South Platte Renew Director Sarah Stone, Utilities Deputy Director – Business Solutions and Engineering Stephanie Ellis, Utilities Engineer III DATE: December 16, 2024 Re: Professional Services Agreement Renewal with Martin and Wood Water Consultants, Inc. for Water Resources Engineering EXECUTIVE SUMMARY Utilities staff is seeking City Council approval of a Professional Services Agreement (PSA) renewal with Martin and Wood Water Consultants, Inc (M&W) for water resources engineering services in the amount of $420,000. The Water and Sewer Board recommended Council approve the PSA renewal with M&W during its December 10, 2024 meeting. BACKGROUND Successful protection and planning of the City of Englewood’s (City) water rights requires additional resources and expertise beyond Utilities staff. M&W has provided water resources engineering services to the City since the early 1990s and has an extensive understanding of Englewood’s water rights portfolio and Colorado water law. The City has entered into PSAs with M&W since 2019. Water and Sewer Board and City Council approved the current PSA in November 2023 for $375,000. Primary services rendered under this PSA with M&W include protecting the City’s water rights through engineering support and litigation assistance in water court proceedings. Additional services include water rights planning to meet future demands, operations accounting and raw water operations support, optimization of existing water rights, water demand and supply modeling, and evaluations related to the City’s water contracts and agreements. ANALYSIS Utilities staff recommends renewing PSA-22-118 for water resources engineering services from January – December 2025, in the amount of $420,000 with M&W. The following associated activities are planned for the January – December 2025 PSA renewal: • Engineering support for water court proceedings related to water supply development and water supply protection • Engineering or litigation assistance to City staff and legal counsel concerning future applications to water court • Engineering or litigation assistance to City staff and outside legal counsel in review of pending water court applications filed by other parties • Develop operations accounting and related tasks specific to the City’s raw water operations and revisions to these tasks as needed Page 784 of 972 • Perform feasibility studies, master plans, and associated engineering analysis for raw water projects or raw water supplies, including evaluation of future water supplies to support findings and recommended projects contained in the City’s Water Master Plan and other planning documents • Support negotiations for potential future water supply acquisitions Staff recommends the PSA renewal with M&W because of their extensive institutional knowledge of the City’s water resources portfolio, strong understanding of Colorado water law, prior successful performance and value for the City, and regional and statewide expertise. Retention of another firm may put the City’s water rights at risk in Colorado’s competitive and litigious water court proceedings. FINANCIAL IMPLICATIONS Funding for water resource engineering support is included in the 2025 Utilities budget. Source of Funds Line-Item Description 2025 Line-Item Budget YTD Line-Item Expensed Purchase Amount 40–1609– 54201 Water Fund, Engineering, Professional Services $1,670,000 $0 $420,000* *Maximum purchase amount of $420,000 with M&W over a one-year term. PROCUREMENT INFORMATION  Account Number: 40–1609–54201 CONNECTION TO STRATEGIC PLAN Infrastructure: • Proactively, in a cost-effective manner, invests, maintains, and plans to protect water infrastructure Sustainability: • Protection of water resources, including rivers and streams PROPOSED MOTION Move to recommend that City Council approve, by Motion, a Professional Services Agreement renewal with Martin and Wood Water Consultants Inc. for water resources engineering services in the amount of $420,000. ATTACHMENTS Contract Approval Summary (CAS) PSA-22-118 M&W / Statement of Work /Scope of Work Memo Page 785 of 972 Contract Number City Contact Information: Staff Contact Person Phone Title Email Staff Contact Person Phone Title Email Summary of Terms: Original Contract Amount Start Date 1/1/2025 Amendment Amount End Date 12/31/2025 Amended Contract Amount Total Term in Years 1.00 Vendor Contact Information: Contact Phone Email Golden CO City State Zip Code Contract Type: Please select from the drop down list Descripiton of Contract Work/Services Martin and Wood Water Consultants, Inc. (M&W) 538 Commons Drive PSA-Professional Services Agreement The 1st or 15th of the month after receiving and reviewing invoice. AMENDMENT NUMBER 2 PSA-22-118 WATER RESOURCES ENGINEERING $ 420,000 $ - $ 420,000 o: 303.783.6811 c: 720.668.1770Stephanie Ellis SEllis@englewoodco.gov Utilities Engineer III Cliff Stephens 303-783-6857 Utilities Engineering Supervisor CStephens@englewoodco.gov Name Address City of Englewood, Colorado CONTRACT APPROVAL SUMMARY General engineering services associated with Water Court proceedings, water supply development, water supply planning, and water supply protection. Renewal options available Pursuant to Section 8 of the PSA, the parties may enter into a renewal of the Agreement for an additional one-year period 80401 Payment terms (please describe terms or attached schedule if based on deliverables) 720-836-6566 cradabaugh@martinandwood.com Cristyn R. Radabaugh, Vice President Page 786 of 972 City of Englewood, Colorado CONTRACT APPROVAL SUMMARY Procurement Justification of Contract Work/Services Budget Authorization of Contract Work/Services Utilities staff recommends renewing PSA-22-118 for water resources engineering services from January – December 2025, in the amount of $420,000 with M&W. Staff recommends the PSA renewal with M&W because of their extensive institutional knowledge of the City’s water resources portfolio, strong understanding of Colorado water law, prior successful performance and value for the City, and regional and statewide expertise. Retention of another firm may put the City’s water rights at risk in Colorado’s competitive and litigious water court proceedings. Page 787 of 972 City of Englewood, Colorado CONTRACT APPROVAL SUMMARY Source of Funds: CAPITAL ONLY Item A B C D 1=A-B-C-D Capital Tyler New World Contract Budgeted?Spent To Encumbrance Contract Budget Operating Year Project # / Task #Fund Division Account Line Item Description Name YES / NO Budget Date (Outstanding PO)Amount Remaining C -$ -$ -$ -$ -$ C -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ Total Current Year -$ -$ -$ -$ -$ C -$ -$ -$ -$ -$ C -$ -$ -$ -$ -$ O 2025 40 1609 54201 AMENDMENT NUMBER 2 PSA- 22-117 WATER RIGHTS LEGAL SUPPORT YES 1,670,000$ -$ -$ 650,000$ 1,020,000$ O 2025 40 1609 54201 AMENDMENT NUMBER 2 PSA- 22-118 WATER RESOURCES ENGINEERING YES 1,670,000$ -$ -$ 420,000$ 1,250,000$ O -$ -$ -$ -$ -$ Total - Year Two 1,670,000$ -$ -$ 1,070,000$ 600,000$ GRAND TOTAL 1,670,000$ -$ -$ $1,070,000*600,000$ Process for Choosing Contractor: Attachment (For Capital Items Only / Expense Line Item Detail is Located in OpenGov): All Other Attachments: PLEASE NOTE: City Council Approval Required for the following: - Budgeted Contracts or Agreements greater than $250,000 - Non-Budgeted Contracts or Agreements greater than $125,000 n/aSolicitation Name and Number: NOTES/COMMENTS (if needed): *Maximum purchase amount of $1,070,000 includes $650,000 for BHGR and $420,000 for M&W over a one-year contract term. Water Fund, Engineering, Professional Services Water Fund, Engineering, Professional Services Solicitation Evaluation Summary/Bid Tabulation Attached Prior Month-End Project Status and Fund Balance Report Evaluation Summary/Bid Tabulation AttachedEvaluation Summary/Bid Tabulation AttachedEvaluation Summary/Bid Tabulation AttachedContract Copy of Original Contract if this is an Amendment Copies of Related Contracts/Conveyances/Documents Addendum(s) Exhibit(s) Certificate of Insurance Page 788 of 972 ______________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org CFS-22-118_Renewal 1 _________________________________________________________________________________________ AMENDMENT NUMBER 2 PROFESSIONAL SERVICES AGREEMENT Contract Number PSA-22-118 WATER RESOURCES ENGINEERING Not to exceed $420,000.00 THIS AMENDMENT NUMBER 2 to the Professional Services Agreement (PSA-22-118) made and entered into on this _______________________ by and between the City of Englewood hereinafter referred to as “City” and Martin and Wood Water Consultants, Inc. hereinafter referred to as “Consultant” and collectively referred to as the “Parties”. WHEREAS, on December 1, 2022 the Parties entered into a Professional Services Agreement (“PSA”) for the provision of Water Resources Engineering; and WHEREAS, on January 8, 2024 the Parties entered into Renewal Agreement #1 extending the term of the Agreement; and WHEREAS, pursuant to Section 8 of the PSA, the Parties may enter into a renewal of the Agreement for an additional one-year period; and WHEREAS, during the past year the Consultant has provided services pursuant to the Outline of Statement of Work, and within the time frames set forth in the Agreement; and WHEREAS, the Parties desire to renew the PSA for continued services to the City; and WHEREAS, the Parties agree to continue to operate and abide by the terms and conditions of PSA, except for as revised herein. NOW, THEREFORE, City and the Consultant hereby enter into this Amendment Number 2 as follows: I. AMENDMENT TERMS This Amendment is entered into to modify the terms of the PSA to renew the PSA for an additional one-year term. The term for this renewal period is from the City’s execution date below (“Effective Date”) to one year from the Effective Date. II. ATTACHMENT A – OUTLINE OF STATEMENT OF WORK The Outline of Statement of Work attached hereto as Attachment A and incorporated herein by reference outlines the understanding and performance that each Party shall provide to the other pursuant to the terms and conditions of the PSA and this Amendment Number 2 for the next twelve (12) months. The Attachment A attached hereto shall replace the Outline of Statement of Work as contained in the PSA and Renewal Agreement Number 1. III. COMPENSATION Compensation and Payment for the services described in the Outline of Statement of Work, attached hereto, shall be per the terms of Section 4 of the PSA and Sections 8 and 9 of the Page 789 of 972 Page 790 of 972 ATTACHMENT A STATEMENT OF WORK 1. GENERAL This Statement of Work is attached to and made part of the Amendment Number 2 to the Professional Services Agreement (PSA) between the City of Englewood (CITY) and Martin and Wood Water Consultants, Inc. (M&W) for general engineering services associated with Water Court proceedings, water supply development, water supply planning, and water supply protection. Amount not to exceed $420,000 for the contract term (January 1, 2025 – December 31, 2025). 2. NAMES, PHONE NUMBERS AND EMAILS OF PROJECT COORDINATORS Stephanie Ellis, Engineer III 303-783-6811 SEllis@englewoodco.gov Chris Edelstein, Environmental Compliance Manager 303-762-2571 CEdelstein@englwoodco.gov Cristyn R. Radabaugh, Vice President 720-836-6566 cradabaugh@martinandwood.com Michelle Cunico Johnson, President 720-836-6569 www.martinandwood.com 3. SUMMARY OF PURPOSE FOR STATEMENT OF WORK General engineering services associated with Water Court proceedings, water supply development, water supply planning, and water supply protection. 4. EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY CITY (IF ANY) The City will provide M&W with updated water rights data, spreadsheets, and other relevant documentation necessary for analysis, application preparation, or legal support. 5. OTHER CONSULTANT RESOURCES M&W may coordinate with the following consultants to support the City’s water rights interests: • Berg Hill Greenleaf Ruscitti LLP (BDGR) Page 791 of 972 ______________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org CFS-22-118_Renewal 4 6. DESCRIPTION OF WORK PRODUCT AND DELIVERABLES Task 1: Meeting and Workshop Participation This task includes participating in two meetings per month with the water resource stakeholder group, having up to two additional 1-hour meetings per month with City staff, and attending or leading up to two 3-hour workshops. Task 2: General Engineering Services This task includes providing general engineering services associated with water demand and water supply modeling, support on water rights accounting, communication with the Division of Water Resources, evaluations related to the City’s raw water operations, assessment and evaluation of existing and future groundwater and surface water resources, evaluation and support on capital improvement projects, raw water planning, and support on various water projects or activities as requested. This task also includes costs related to travel associated with meetings and site visits. Task 3: External Contracts and Agreements This task includes conducting evaluations related to the City’s water contracts, leases, and agreements. Work may include participation in discussions related to existing contracts and agreements or with respect to future water acquisitions or agreements. Task 4: Water Court Applications Support This task includes providing engineering and expert witness services to City staff and City’s legal department and counsel concerning the City’s current and future applications to the Water Court, including the outstanding diligence case filed in 2024 and any filings in 2025. Task 5: Water Rights Protection Support This task includes providing engineering, technical, and expert witness services to City staff and City’s legal department and counsel for water supply protection including review of pending Water Court applications and case materials filed by other parties, review of water rights accounting of other parties, recommendations on filing statements of opposition, preparation of comment memos and expert reports, discussion of cases with legal and engineering groups, evaluation and analyses, preparation of trial exhibits and supporting documentation, potential participation in depositions and trials, and related activities. This task includes costs related to travel associated with meetings, depositions, and trial attendance. 7. SPECIAL TERMS, IF ANY Confidentiality: M&W shall maintain the confidentiality of all data, documents, and discussions as per legal and regulatory requirements. Conflict of Interest: M&W shall immediately notify the City of any conflicts of interest with other clients in water matters. 8. MODE OF PAYMENT – CONSULTANT FEES AND EXPENSES Check or Electronic Transfer. Page 792 of 972 ______________________________________________________________________________________ 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodgov.org CFS-22-118_Renewal 5 City will pay Consultant for the work in accordance with the following payment schedule. All payments to Consultant are contingent on Consultant’s satisfying the Deliverables/Milestones set forth in the Payment Schedule. Payments shall be made upon City’s written confirmation to Consultant that the Deliverables-Milestones have been satisfied. 9. PAYMENT SCHEDULE The 1st or 15th of the month after receiving and reviewing invoice. Task Cost Task 1: Meeting and Workshop Participation $16,480 Task 2: General Engineering Services $143,240 labor + $300 mileage and travel costs = $143,540 Task 3: External Contracts and Agreements $10,800 Task 4: Water Court Applications Support $34,360 Task 5: Water Rights Protection Support $211,120 labor + $3,700 for mileage and travel expenses = $214,820 10. SCHEDULE AND PERFORMANCE MILESTONES Schedules and milestones for deliverables will be set and monitored by the City’s designated coordinators. M&W will provide periodic updates on progress against milestones and notify the City of any anticipated delays or additional needs. 11. ACCEPTANCE AND TESTING PROCEDURES Acceptance criteria for all deliverables shall be defined by the City in collaboration with M&W per the approval of M&W invoices. 12. LOCATION OF WORK FACILITIES Substantially, all the work will be conducted by Consultant at its regular office located at 538 Commons Drive, Golden, Colorado 80401 or remotely, as efficient and appropriate. City will provide the City office space and support as it agrees may be appropriate at its Charles Allen Water Treatment Plant facility. 13. FEES 2025 SCHEDULE OF HOURLY RATES AND EXPENSES CLASSIFICATION HOURLY RATE Principal Engineer/Hydrogeologist $242 Senior Engineer/Hydrogeologist $220 Senior Project Engineer/Hydrogeologist $204 Project Engineer/Hydrogeologist $184 Staff II Engineer/Hydrogeologist $168 Staff I Engineer/Hydrogeologist $152 Technician/Intern $100 Administrative $100 Page 793 of 972 Page 794 of 972 Water Resources PSA Renewals Presented By: Englewood Utilities and South Platte Renew Director, Pieter Van Ry Utilities Deputy Director –Business Solutions and Engineering,Sarah Stone Pa g e 7 9 5 o f 9 7 2 Raw Water System •Englewood water rights •Interagency agreements •Water exchanges •Water court proceedings •Water supply planning Pa g e 7 9 6 o f 9 7 2 Engineering and Legal Support •Protect existing water rights •Optimize portfolio •Supply and demand planning Pa g e 7 9 7 o f 9 7 2 Engineering and Legal Support (Cont’d) •Decades of experience with City •Strong institutional knowledge •Resources to monitor water court proceedings •Demonstrated successful performance •Regional and statewide water law expertise Pa g e 7 9 8 o f 9 7 2 Planned Jan-Dec 2025 Work •Strategic planning •Demand analysis •Capital planning •Yield optimization •Water quality •Water court application/diligence •Litigation activities Pa g e 7 9 9 o f 9 7 2 Recommendation •Approve Renewals for 2025 January 2024 – December 2024 Contract Amounts January 2025 – December 2025 Requested Contract Amounts Berg Hill Greenleaf Ruscitti $565,000 $650,000 Martin and Wood Water Consultants $375,000 $420,000 •Water and Sewer Board recommended City Council approval during its December 10, 2024 meeting.Pa g e 8 0 0 o f 9 7 2 Questions? Pa g e 8 0 1 o f 9 7 2 Thank you Pa g e 8 0 2 o f 9 7 2 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Dan Poremba DEPARTMENT: Community Development DATE: December 16, 2024 SUBJECT: Motion to Approve an Amendment to the 2025 “bert” Shuttle Services Contract with MV Transportation, Inc. for a not-to-exceed amount of $1,011,800 (Amendment Number 2 to Contract No. CFS-24-165) DESCRIPTION: Contract Amendment Number 2 to Contract No. CFS-24-165 with MV Transportation, Inc. (MV) to provide operations, maintenance, and support services for the Englewood shuttle service in 2025 for a not-to-exceed amount of $1,011,800. RECOMMENDATION: Staff recommends city council approve, by motion, a 2025 transit services contract amendment with MV Transportation, Inc. (MV) to provide 2025 operations, maintenance, and support services for the Englewood shuttle, now known as “bert,” not to exceed $1,011,800. This Amendment to Contract No. CFS-24-165 combines aspects of two 2024 MV contracts, under an amended version of one of them, to provide for: (a) a continuation of the baseline service hours, and (b) the expanded service hours and vehicle acquisitions funded by a three-year RTD Partnership Program grant in 2024, 2025 and 2026. PREVIOUS COUNCIL ACTION:  2004: City council approved by motion a contract for transit services with Laidlaw Transit Services  2005: Extended contract by Resolution No. 87  2006: Extended contract by Resolution No. 77  2007: Extended by motion December 3, 2007  2008: Extended by motion on March 3, 2008  2009: Extended by motion on April 6, 2009  December 21, 2009: Approved by motion a contract for transit services with MV and extended the contract by motion annually through 2023.  January 16, 2024: Approved by motion Renewal Agreement Number 3 to Transit Shuttle Services Operations with MV (interim agreement)  May 6, 2024: Approved by motion a transit services agreement with MV for 2024, for the existing or “baseline” level of shuttle service for a not-to-exceed amount of $639,785 (CFS-24-067) Page 803 of 972  August 19, 2024: Approved by motion a transit services agreement with MV, for a not-to- exceed amount of $360,000, for shuttle services and improvements funded by the RTD Partnership Program Grant NOTE: CFS-24-165 is the contract proposed for Amendment Number 2, to also incorporate aspects of CFS-24-067 which expires at year-end 2024 (Amendment Number 1 to CFS-24-165, dated November 21, 2024, modified the payment schedule in accordance with the terms of the subject contract). SUMMARY: In 2025, the MV compensation associated with continuing the historic or baseline portion of service hours is $651,780 based on 6,120 hours at $106.50 per service hour. In 2025 MV’s 2025 compensation for the additional grant-funded service hours is $236,634 based on 2,929 additional hours at $80.79 per service hour. In addition, MV will receive $6,609 monthly ($79,308 annually) in payment for vehicles and $11,592 annually for hardware and licensing expenses related to the Trip Shot vehicle tracking software and hardware. Grant related line items will be adjusted annually to total $360,000 in grant funding. As in 2024, the related 2025 intergovernmental agreement (IGA) with the Regional Transportation District (RTD) will be submitted for council consideration once finalized, based on the reimbursements to the City of Englewood recently authorized by the RTD board. ANALYSIS: The 2025 contract amendment with MV for shuttle-related services combines two separate but related 2024 contracts: (a) The 2024 services agreement for $639,785 for 2024 baseline services, ($562,413 reimbursement to the city from RTD), and (b) The 2024 services agreement for $360,000 pertaining to the RTD Partnership Program grant, which provides the city with $300,000 annually in 2024, 2025 and 2026, to fund an expanded shuttle service schedule and the acquisition of two new vehicles, with local match funding of $60,000 for each of the three years from the city and the Englewood Downtown Development Authority (EDDA). 2025 reimbursements to the city related to the MV service contract will include: (a) RTD funding for baseline services in the amount of $579,000, (b) RTD Partnership Program grant funding of $300,000 and (c) Local match grant funding of $30,000 from the Englewood Downtown Development Authority (EDDA) and $30,000 in local match grant funding from the city. This cumulative shuttle reimbursement funding will leave the city with a 2025 funding obligation for baseline services of $73,000 plus fuel (in addition to the city’s $30,000 in city local match grant obligation). Page 804 of 972 The baseline service levels and grant-funded service improvements and vehicle acquisitions were originally described in the city-issued October 2023 Request for Proposals 23-040 (RFP) seeking an operator for the shuttle. The RFP covered services to support a continuation of the baseline level of service plus additional services and the purchase of new vehicles, to be funded by the RTD Partnership Program grant. In December 2023, MV was notified by the city that their proposal was accepted, and they were awarded the two related shuttle operator contracts in 2024. MV has provided Englewood with shuttle operator services since 2010 and has done so with an excellent safety record and on-time performance record. In 2024, 2025 and 2026 the $300,000 in RTD grant funds, plus $60,000 in local match funding from the city and the EDDA, is being utilized to: (a) Implement 3.5 hours of additional service per weekday, increasing the previous 6:30 am to 6:30 pm service day to 5:30 am to 9 pm, (b) Implement 11 hours of new service on Saturdays, from 10 am to 9 pm, (c) Fund MV’s acquisition and interim ownership of two new vehicles, including the application of new "bert" graphics (vehicles revert to city ownership at the earlier of year- end 2026 or whenever MV ceases to be the operator), and (d) Purchase, license, install and operate on-demand service “Trip Shot” vehicle tracking hardware and software. Grant funds that are not used to fund the new service hours or vehicle acquisition cost reimbursements may be utilized to help fund some initial on-demand shuttle service expenses in 2025 and/or 2026. The expanded service was implemented with a “soft opening,” on December 2, 2024, with the continued use of the existing vehicles through year-end. A formal start-up of the expanded service utilizing the new vehicles under the "bert" brand is anticipated for January of 2025. COUNCIL ACTION REQUESTED: Staff recommends city council approve by motion a 2025 transit services agreement with MV Transportation, Inc. to provide operations, maintenance, and support for the Englewood shuttle service for a not-to-exceed amount of $1,011,800. FINANCIAL IMPLICATIONS: The 2025 Community Development Department budget includes $1,011,800 for shuttle operations and enhancements, and $25,000 for fuel. The anticipated 2025 reimbursement to the city by RTD is $879,000 and $30,000 from the EDDA, with a net cost to the city of $127,800.00. Page 805 of 972 The following summary provides a comparison of 2024 and 2025 costs and reimbursements for shuttle services. Description 2024 2025 MV Contract for Baseline Services $639,785 $651,780 RTD Reimbursement for Baseline Services $562,413 $579,000 City Share for Baseline Services (excluding fuel) $77,372 $73,000 RTD Partnership Grant to the City $300,000 (plus $60,000 local match) $300,000 (plus $60,000 local match) CONNECTION TO STRATEGIC PLAN: Continuing to run and improve the Englewood shuttle service, which will be known as “bert” in 2025 and beyond, addresses the following City of Englewood Strategic Plan goals. Local Economy  Ensure commercial areas, like neighborhoods, have unique character and pedestrian amenities for employees and visitors. Neighborhoods  Ensure affordability. Sustainable Solutions  Develop sustainable solutions for both humans and plants. Transportation  Increase ridership on RTD transit options in Englewood.  Ensure an outstanding pedestrian experience along and near Englewood Trolley stops and route. OUTREACH/COMMUNICATIONS: The expansion of the shuttle's service hours and addition of Saturday service has been disseminated through the city's social media channels and through the Community Development Department's monthly newsletter. ATTACHMENTS: 1. Contract Approval Summary 2. Amendment #2 to CFS-24-165 Page 806 of 972 Contract Number City Contact Information: Staff Contact Person Phone Title Email Summary of Terms: Original Contract Amount Start Date 1/1/2025 Amendment Amount End Date 12/31/2025 Amended Contract Amount Total Term in Years 1.00 Vendor Contact Information: Name Contact Address Phone Email Dallas TX City State Zip Code Contract Type: Please select from the drop down list Description of Contract Work/Services Procurement Justification of Contract Work/Services Payment or Revenue terms (please describe terms or attached schedule if based on deliverables) 480.201.5236 Peter.greenberg@mvtransit.com Peter Greenberg, Vice President of Business Development Payment will be made to the contractor within 30 days of receipt of an invoice. Contractor will provide operation and management of the Englewood Trolley Monday - Friday, 5:30 am - 9:00 pm. and Saturdays, 10 am - 9 pm. Contractor will provide other enhancements as negotiated with the City. An RFP was issued October 19, 2023. MV was the only company to respond to the RFP and was awarded the contract. 75204 $ 1,011,800 $ - $ 1,011,800 303.762.2347Nancy Fenton nfenton@englewoodco.govDepartment Administrator Renewal options available Three, one-year extensions CONTRACT APPROVAL SUMMARY MV Transportation 2711 N Haskell Ave., Suite 1500 CFS-Contract for Services Page 807 of 972 CONTRACT APPROVAL SUMMARY Source of Funds: Revenue CAPITAL ONLY A B C 1=A-B-C Capital Tyler New World Spent To Contract Budget Operating Year Project # / Task #Fund Division Account Line Item Description Contract Title Budget Date Amount Remaining O 2025 02 0801 54213 Contract for Services Englewood Shuttle Services and Enhancements 1,011,800$ -$ 1,011,800$ -$ O -$ -$ -$ -$ O -$ -$ -$ -$ O -$ -$ -$ -$ O -$ -$ -$ -$ Total Current Year 1,011,800$ -$ 1,011,800$ -$ C -$ -$ -$ -$ C -$ -$ -$ -$ O -$ -$ -$ -$ O -$ -$ -$ -$ O -$ -$ -$ -$ Total - Year Two -$ -$ -$ -$ GRAND TOTAL 1,011,800$ -$ 1,011,800$ -$ Process for Choosing Contractor: Solicitation Name and Number Attachment (For Capital Items Only / Expense Line Item Detail is Located in OpenGov): All Other Attachments: Transportation General Ledger Account String RFP#23-040, Request for Proposals to Provide Contracted Operations, Maintenance, and Support Services for the Englewood Trolley NOTES/COMMENTS (if needed): For Operating Line Item Detail, please review information provided in Tyler New World For Capital Items, please review Prior Month's Project Status and Fund Balance Report Solicitation:Evaluation Summary/Bid Tabulation Attached Proposal/Bid Attached Prior Month-End Project Status and Fund Balance Report Evaluation Summary/Bid Tabulation AttachedEvaluation Summary/Bid Tabulation AttachedEvaluation Summary/Bid Tabulation AttachedContract Copy of Original Contract if this is an Amendment Copies of Related Contracts/Conveyances/Documents Addendum(s) Exhibit(s) Certificate of Insurance Page 808 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodco.gov 1 _______________________________________________________________________________________ AMENDMENT NUMBER 2 CONTRACT FOR SERVICES Contract Number CFS-24-165 ENGLEWOOD SHUTTLE ADDITIONAL SERVICE HOURS Not to exceed $1,011,800.00 THIS AMENDMENT NUMBER 2 to the Contract for Services (CFS-24-165) made and entered into on this _______________________ by and between the City of Englewood hereinafter referred to as “City” and MV Transportation, Inc. hereinafter referred to as “Contractor” and collectively referred to as the “Parties”. WHEREAS, on August 23, 2024 the Parties entered into a Contract for Services (“CFS”) for the provision of Englewood Shuttle Additional Service Hours; and WHEREAS, on November 21, 2024, the Parties entered into Amendment Number 1 modifying the payment schedule of the Agreement; and WHEREAS, according to the Outline Statement of Work the CFS is effective until December 31, 2024; and WHEREAS, pursuant to Section 2 of the CFS and the Outline of Statement of Work, the Parties may enter into a renewal of the Agreement for an additional one-year period; and WHEREAS, the Parties desire to amend the CFS for continued services to the City; and WHEREAS, the Parties agree to continue to operate and abide by the terms and conditions of the CFS and Amendment Number 2, except for as revised herein. NOW, THEREFORE, City and the Contractor hereby enter into this Amendment Number 2 as follows: I. AMENDMENT TERMS This Amendment is entered into to modify the terms of the Agreement to renew the CFS for an additional one-year term. The term for this renewal period is from January 1, 2025 (“Effective Date”) through December 31, 2025. II. EXHIBIT A – OUTLINE OF STATEMENT OF WORK The Outline of Statement of Work attached hereto as Exhibit A and incorporated herein by reference outlines the understanding and performance that each Party shall provide to the other pursuant to the terms and conditions of the CFS and this Amendment Number 2. The Exhibit A attached hereto shall replace the Exhibit B Outline of Statement of Work as contained in the CFS and Amendment Number 1. Page 809 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303) 762-2300 www.englewoodco.gov 2 III. COMPENSATION Compensation and Payment for the services described in the Outline of Statement of Work, attached hereto, shall be per the terms of Section 17 of the CFS and Sections 8 and 9 of the attached Statement of Work, in an amount not to exceed $1,011,800.00. IV. FURTHER AMENDMENTS The CFS shall be subject to all provisions of applicable state and federal law, even if not specifically incorporated by reference. V. INCORPORATION BY REFERENCE OF CFS Except as specifically modified herein, all other terms, conditions, and exhibits of the CFS are incorporated by reference as if fully set forth herein, and shall continue in full force and effect until the earlier of (a) expiration or termination of this Amendment Number 2, or (b) mutual agreement in writing by the Parties hereto. VI. INCORPORATION BY REFERENCE OF EMC SECTION 4-1-3-4 This Contract is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference. IN WITNESS WHEREOF, the City and Contractor do hereby execute this Amendment Number 2 to the Contract for Services. OWNER: CITY OF ENGLEWOOD, COLORADO By: _____________________________ Date: _____________________________ (Department Director) By: _____________________________ Date: _____________________________ (City Manager) By: _____________________________ Date: _____________________________ (Mayor) Attest: _____________________________ Date: _____________________________ (City Clerk) Page 810 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303)762-2300 www.englewoodco.gov 3 CONTRACTOR: MV TRANSPORTATION, INC. By: __________________________________ (Signature) __________________________________ (Print Name) Title: __________________________________ Date: __________________________________ Page 811 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303)762-2300 www.englewoodco.gov 4 EXHIBIT A OUTLINE OF STATEMENT OF WORK 1.GENERAL Statement of Work for operation and management of the Englewood Shuttle between the City of Englewood, Community Development Department (City) and MV Transportation, Inc, 2711 North Haskell Avenue, Suite 1500, Dallas, Texas 75204 (Contractor) effective January 1, 2025, through December 31, 2025, with two additional one-year extensions. 2.NAMES, PHONE NUMBERS AND EMAILS OF PROJECT COORDINATORS Community Development Nancy Fenton, Department Administrator 303.762.2347 nfenton@englewoodco.gov MV Transportation, Inc. Peter Greenberg, Vice President of Business Development 2711 N Haskell Ave., Suite 1500 Dallas, Texas 75204 480.201.5236 Peter.greenberg@mvtransit.com 3.SUMMARY OF PURPOSE FOR STATEMENT OF WORK Contractor will provide operation and management of the Englewood Shuttle Monday through Friday, 5:30 am – 9:00 pm and Saturdays, 10 am – 9 pm, and all the requirements, conditions, obligations and promises of the City’s “Request for Proposals to Provide Contracted Operations, Maintenance and Support Service for the Englewood Shuttle in the City of Englewood, Colorado (RFP #23-040), dated October 19, 2023 and the Response by MV Transportation, Inc., dated November 30, 2023 are incorporated herein as Exhibit B. In the event of contradiction among the documents, the terms and conditions of the CFS shall prevail. Additional improvements to the shuttle will be implemented upon mutual agreement between the City and the Contractor (i.e., tracking application license, on-demand service, additional vehicle, etc.) 4.EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY CITY (IF ANY) The City shall provide access to its fuel stations for the Contractor to fuel the Englewood Shuttle. Cost of the fuel will be borne by the City. Page 812 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303)762-2300 www.englewoodco.gov 5 5.OTHER CONSULTANT RESOURCES No additional contractors shall be engaged without prior written approval by the City. Should the need arise for additional services, Contractor shall coordinate any concurrent work of other contractors engaged directly by the City. 6.DESCRIPTION OF WORK PRODUCT AND DELIVERABLES Contractor shall provide the operation, maintenance, and management of the Englewood Shuttle service. Shuttle service shall be provided by the Contractor Monday – Friday, 5:30 am – 9:00 pm, and Saturdays, 10 am – 9 pm. Additional improvements will be implemented upon mutual agreement between the Contractor and the City. 7.SPECIAL TERMS, IF ANY Total Amount The services and deliverables outlined in this agreement will not exceed a maximum of $1,011,800 in 2025, unless agreed to by all parties. Service Hours Contractor will be compensated for shuttle operations according to the following rate schedule for 2025. Monday – Friday, 6:30 am - 6:30 pm $106.50 per revenue service hour; 6,120 annual hours Monday - Friday, 5:30 am – 6:30 am and 6:30 pm – 9:00 pm $80.79 per revenue service hour; 1,785 annual hours Saturday 10:00 am – 9:00 pm $80.79 per revenue service hour; 1,144 annual hours The rates above are based upon an estimated volume of 9,049 annual revenue hours using two busses per day, unless otherwise agreed upon by the parties. For purpose of this contract, revenue service hours shall be calculated at the first shuttle pick-up location to the departure from the last shuttle drop-off location. Trip Shot Standard Fixed Route Licensing The City will compensate Contractor $966 monthly or $11,592 annually for hardware and licensing related to the Trip Shot application. Page 813 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303)762-2300 www.englewoodco.gov 6 Vehicle Depreciation The City will compensate Contractor $6,609.23 monthly or $79,310.76 annually for vehicle depreciation on two vehicles which were purchased in 2024. Vehicle Payments and Other Improvements The City will continue to compensate Contractor for two busses that were purchased in 2024 and for any other additional improvements to the shuttle service as mutually agreed upon by the parties for an amount not to exceed a total contract amount of $1,011,800, which is inclusive of the estimated 9,049 annual revenue hour costs outlined above. Additional improvements may include, but are not limited to, on-demand service, additional vehicles, expanded route service, etc. Miscellaneous Vehicle ownership will transfer to the City on or about December 31,2026. If a contract with Contractor is terminated before that time, the City will compensate Contractor $6,609.23 times the number of months remaining, upon the City’s satisfactory inspection of the vehicles. Contractor will continue to provide a spare vehicle, at no additional cost to the City, for emergency, temporary replacement in the event either of the two primary vehicles are unavailable. 8.MODE OF PAYMENT Payment will be made to Contractor in the form of a check. 9.PAYMENT SCHEDULE Contractor shall submit to the City, on a monthly basis, two individual invoices detailing: A.Monthly service and ridership for Monday – Friday 6:30 am – 6:30 pm., and B.Monthly service and ridership and other associated costs, such as: a. Monday – Friday 5:30 am – 6:30 am; b. Monday - Friday 6:30 pm – 9:00 pm; c.Saturday 10 a.m. – 9 p.m.; d.Vehicle depreciation; e.Vehicle payments; and f.Other mutually agreed-upon shuttle improvements. City will pay Contractor within 30 days of receipt of said invoice. Page 814 of 972 1000 Englewood Parkway, Englewood, Colorado 80110-2373 (303)762-2300 www.englewoodco.gov 7 10.SCHEDULE AND PERFORMANCE MILESTONES All service will be completed to the satisfaction of the City. 11.ACCEPTANCE AND TESTING PROCEDURES N/A 12.LOCATION OF WORK FACILITIES N/A IN WITNESS WHEREOF, pursuant and in accordance with Amendment Number 2 between the parties hereto dated _________________, the parties have executed this Statement of Work as of this _____________________. CITY OF ENGLEWOOD, COLORADO By: (Signature) _________________________________ (Print Name) Title: Date: _______________________________ MV TRANSPORTATION, INC. By: (Signature) _________________________________ (Print Name) Title: Date: _______________________________ Page 815 of 972 REQUEST FOR PROPOSAL #23-040 Page | 1 REQUEST FOR PROPOSALS TO PROVIDE CONTRACTED OPERATIONS, MAINTENANCE AND SUPPORT SERVICES FOR THE ENGLEWOOD TROLLEY IN THE CITY OF ENGLEWOOD, COLORADO FOR THE CITY OF ENGLEWOOD, COLORADO RFP NO 23-040: RFP ISSUANCE DATE: October 19, 2023 PROPOSAL DUE DATE: November 30, 2023 EXHIBIT B Page 816 of 972 REQUEST FOR PROPOSAL #23-040 Page | 2 Statement of Purpose The City of Englewood, through its Community Development Department (“the City” or “City” or “Englewood”), is requesting proposals for a professional services contract to operate, maintain and support the Englewood Trolley (“Trolley”). This Request for Proposals (“RFP”) contains the instructions to RFP respondents (“Proposers”) governing the proposals to be submitted, the information to be included therein, and the requirements that must be met to be eligible for consideration. Considerations The City invites Proposers to submit proposals according to the requirements set forth in this RFP. The proposals will be reviewed and evaluated using a competitive, best-value selection process described herein. Proposals shall be considered from Proposers that are firmly established in the business of transit operations, maintenance and support, including fixed-route and/or on-demand services (either individually or in partnership with other firms in the industry). Proposers, including proposer teams as the case may be, must be financially sound and have the resources and ability to perform the required services in a professional and safe manner in accordance with industry standards. Proposals in response to this solicitation must be submitted prior to 2:00 PM MDT, November 30, 2023. Only electronic submissions will be received and accepted online via Rocky Mountain E-Purchasing Systems (RMEPS), www.bidnetdirect.com/colorado. Solicitation Process Proposals will be evaluated and scored based on the criteria provided in this RFP. The City will consider the approach to perform the outlined scope of services (or scope of work), qualifications of the Proposer, experience in similar work, and value of the proposed compensation to perform the services. Based on the scoring criteria and number of proposals received, the City may conduct interviews. Negotiations may be held with the Proposer ranked the highest by the evaluation committee on the basis of their Proposal, compensation, and, if necessary, interview. The City and the selected Proposer may negotiate the details of the services contract, and City Council approval of the recommended Proposer and contract will then be requested. Upon Council approval, the contract will be signed and executed before work may begin (subject to a mutually agreed-to mobilization phase). Should the City be unable to reach an agreement with the top-ranked Proposer, negotiations may commence with the next-ranked Proposer. This process will continue until a satisfactory contract is negotiated and executed with the selected Proposer (“Operator” or “Contractor”), or the City exercises its right to reject all proposals. Page 817 of 972 REQUEST FOR PROPOSAL #23-040 Page | 3 City of Englewood Project Manager Nancy Fenton will serve as the “City Project Manager” and will administer the City’s contract with the selected Contractor. Nancy Fenton Department Administrator, Community Development Department City of Englewood Community Development Department 1000 Englewood Parkway, Englewood, CO 80110 nfenton@englewoodco.gov 303-762-2347 City Communications No oral communications from the City Project Manager or any other individual representing or purporting to represent the City are binding. Proposers are restricted from any and all contact with City staff and any public official of the City, other than the Procurement Department, regarding this RFP solicitation or related topics during the procurement process. A violation of this provision may result in disqualification of the Proposer. Questions Questions will be accepted until November 8, 2023 @ 2:00pm. Once the question period expires, an addendum to this RFP will be posted on Bidnet. All questions during the procurement period must be directed in writing to: Trudi Peepgrass Procurement Supervisor Finance Department City of Englewood 1000 Englewood Parkway, Englewood, CO 80110 303-762-2419 tpeepgrass@englewoodco.gov RFP Organization This RFP consists of the following:  Section 1 – RFP Overview, Background, and Goals  Section 2 – RFP Schedule  Section 3 – Scope of Services  Section 4 – Proposal Submittal Requirements  Section 5 – Proposal Evaluation and Selection  Section 6 – Conditions for Proposers  Attachment A: Route Map  Attachment B: Vehicle Specifications (from current Operator contract) Page 818 of 972 REQUEST FOR PROPOSAL #23-040 Page | 4  Attachment C: Anticipated Insurance Requirements  Attachment D: Pricing Format Form  Attachment E: Monthly Ridership Data  Attachment F: RTD Title VI Transit Equity Program Section 1 – RFP Overview, Background, and Goals 1.1 RFP Overview The City is seeking proposals for the professional operation, maintenance and support of the Englewood Trolley transit system (“Trolley”). The Englewood Trolley fixed route is currently operated between the CityCenter Englewood RTD light rail station, on the western edge of downtown Englewood, and the Craig Hospital and Swedish Medical Center Wellness District on the eastern edge of downtown (see Figure 1). Englewood Station services RTD’s light rail Line D and provides 8-bay parking for multiple RTD bus line stops. The fixed-route Trolley service is currently operated on weekdays from 6:30 am to 6:30 pm with two on-route vehicles and one back-up vehicle. Targeted wait times at the approximate 19 designated stops are 20 minutes. This is a free service that has been operated and managed by the City since 2004. It has been co-funded by RTD and the City (RTD reimburses the City on a monthly basis for its share of the annual operating expense). The operator contract is being re-bid at this time because 2023 is the final year of the current services contract with the current operator, MV Transportation (“MV”). The City and MV are prepared to extend the current operator contract on a month-to-month basis into 2024 to facilitate the finalization of the next operator services contract, formal contract approval by City Council and mobilization tasks required to implement the new Operator contract, all expected to occur by April 1, 2024. Although ridership numbers have fallen from a pre-COVID peak of approximately 200,000 riders annually, there are several new factors, summarized herein, which point to the strong possibility of significant ridership increases in the near future. As summarized herein, the City is working on securing funding sources to provide long- term financial support for envisioned Trolley improvements, in addition to the annual operations funding from RTD and the City. As also summarized herein, the potential service improvements would help build Trolley ridership and generate additional value for the community. In addition to operating, maintaining and supporting the Trolley, the City anticipates the selected Operator to perform in an advisory, collaborative and partner-like fashion with the City and the Englewood Downtown Development Authority (“EDDA”). The goal of this collaborative relationship will be to help leverage the new ridership growth factors, additional funding sources and service improvements, all summarized herein, to make Page 819 of 972 REQUEST FOR PROPOSAL #23-040 Page | 5 the Englewood Trolley a top-tier transportation service for Englewood residents, employers, employees and visitors and to further catalyze the redevelopment and revitalization of downtown Englewood. The anticipated Operator services contract resulting from this RFP solicitation process will have an initial term that runs from the agreed-to commencement date through December 31, 2024. In compliance with the City’s annual appropriation budget process, it is anticipated the contract may provide renewal options for four (4) additional one-year periods. 1.2 Englewood Trolley Background History and Current Conditions. The current Englewood Trolley route map is shown below in Figure 1 and as Attachment A. Figure 1 – Englewood Trolley Aerial Route Map The current Englewood Trolley route encompasses 19 designated stops. The specific route is subject to adjustments, particularly in the Wellness District, to accommodate construction projects. The distance from west to east is approximately one mile. Page 820 of 972 REQUEST FOR PROPOSAL #23-040 Page | 6 Historically, a central purpose of the Trolley has been to connect the overall downtown area to the multi-modal transportation alternatives (primarily light rail and bus) available at the Englewood Station, in the CityCenter area, on the western edge of downtown. Specific ridership segments the Trolley serves include employee commutes, students to/from school (particularly the University of Denver), lunch hour accessibility to Englewood retail and restaurants, better access for residents of Englewood, particularly those more dependent on transit, to activity centers in the area, and promoting Englewood businesses, particularly along Broadway between Floyd and Hampden and connection to other regional RTD routes. Over its 20-year history, the Englewood Trolley has performed very well in delivering the general, convenient level of free “first/last-mile” service desired by the City and RTD. The RTD Board and Englewood City Council have consistently approved the Trolley’s annual operating budgets. In the pre-Covid years, the Trolley was particularly successful, based on passenger traffic counts as tracked monthly by the operator. Passenger counts averaged 190,000 annually in 2012 and 2013, slipping to 160,000 annually in 2017 and 2018. As was true of most public transit, annual Trolley passenger counts decreased significantly during and after Covid (averaging 66,000 riders in 2021 and 2022). In late 2022, RTD eliminated the C-Line, one of two light rail lines that had served Englewood Station, and this change further contributed to lower ridership numbers. See Attachment E for monthly ridership numbers for the previous five years. The Englewood Trolley currently operates within the following parameters. Days of Operations: Monday through Friday (no weekend service) Hours of Operation: 6:30 am to 6:30 pm Roundtrip Length: Approximately 2.5 miles Target Headways: 20 minutes for 19 stops Vehicle Operations: 2 on-route and one-backup Vehicle Type: 24-passenger mini-bus Holidays: No service is currently provided on New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day As detailed in this RFP, Proposers are requested to provide operational and cost information pertaining to the current baseline level of service summarized above plus a “menu” of possible additional improvements. Some of the envisioned improvements may be implemented immediately upon commencement of the new Operator contract and others on a phased basis. Future Ridership Potential. There are several new, overlapping factors now in place which point to a strong opportunity for the Trolley to recapture pre-COVID ridership levels over the next several years. There is also the strong probability to build significant additional ridership, all while helping to catalyze the continuing redevelopment and revitalization of downtown Englewood, which in turn will generate further ridership Page 821 of 972 REQUEST FOR PROPOSAL #23-040 Page | 7 increases. These factors and the supporting assumptions are not dependent on returning to traditional pre-Covid job-commuting patterns. Three of these key factors are outlined below. 1. The Englewood Downtown Development Authority (EDDA) was approved by the Englewood City Council and qualified electors in 2020 and established in 2021. A key goal of the EDDA is to better connect the three sub-areas of downtown Englewood, depicted in Figure 2, to help leverage the revitalization and redevelopment of downtown Englewood. As shown, the three sub-areas of downtown, from west to east, are CityCenter, South Broadway and the Wellness District on the east, home to Craig Hospital and Swedish Medical Center. The EDDA map reflects a central goal of the EDDA which is to better connect these three sub-areas to achieve a more vibrant, diverse, and economically sustainable downtown. The EDDA is very focused on advocating for more downtown workforce housing, attracting visitors through ongoing marketing and programming and aggressively supporting downtown employers, merchants and restaurants through other programs and projects, including improved Trolley operations. Figure 2 – Englewood Downtown Development Authority Boundary and Sub-areas 2. Redevelopment of the Englewood CityCenter core area planned for the land and buildings surrounding the Englewood Station is envisioned for up to 2-million square feet of new mixed-use redevelopment, including 4-5 multi-family buildings (1,000+ units), a new hotel and a new or renovated city hall building (plus support retail and office uses). Page 822 of 972 REQUEST FOR PROPOSAL #23-040 Page | 8 The overall redevelopment opportunity, as depicted below in Figure 3, is currently being marketed nationally. It is expected that this redevelopment will add a significant number of residents who will utilize the Trolley to access the South Broadway and Wellness District sub-areas of downtown. Figure 3 – Englewood CityCenter Redevelopment Concept Plan #2 3. The continued growth of the South Broadway and Wellness District sub- areas includes many new apartment projects, medical facilities and retailers/restaurants (recently completed, under construction and planned). This continued growth will bring thousands of additional residents, employees and visitors to downtown Englewood, many of which will be seeking transportation alternatives other than auto. Increased Trolley usage is projected both for passengers connecting to regional light rail and bus lines at Englewood Station and facilitating convenient transportation within the downtown area. Envisioned improvements to the Englewood Trolley will be a key to leveraging these growth factors to also drive the redevelopment and revitalization of downtown Englewood, which in turn will generate additional Trolley ridership. It is anticipated that future riders will desire a nimble transit service that offers quick connectivity and that on-demand and vehicle tracking capabilities will likely take on greater importance in the years to come. Potential Trolley Improvements. In collaboration with the selected Operator, the City envisions implementing a combination of the following menu of potential improvements to the Trolley service, possibly on a phased basis, beginning in 2024: a. Expanding the weekday service hours from the current 6:30 am to 6:30 pm schedule to 5:30 am to 9 pm, b. Adding Saturday service from 9:00 am to 9:00 pm, Page 823 of 972 REQUEST FOR PROPOSAL #23-040 Page | 9 c. Reducing wait times by adding a third on-route vehicle, possibly during peak times, and/or changing over to smaller, more nimble vehicles, d. Adding up to three short extensions to the current route structure, possibly in tandem with operating a third on-route vehicle during certain peak periods, and e. Adding on-demand capacity to the fixed route system, likely on a phased basis. 1.3 Goals The goal of this Englewood Trolley operator RFP solicitation is to identify the most qualified Operator to professionally operate, maintain, and support the Englewood Trolley. This supports the related operational goal of the City, RTD and the EDDA to deliver a high-quality level of Englewood Trolley transit service for Englewood citizens, employers and employees, merchants and visitors. The City is seeking an Operator who will also advise the City and the EDDA, in a partner- like, collaborative fashion, on ways to improve the Trolley service, including the implementation of the types of improvements described herein. The City’s intention is to implement a menu of potential improvements to Trolley services to further leverage downtown area growth factors to grow Trolley ridership and further catalyze the redevelopment and revitalization of downtown Englewood. Section 2 – RFP Schedule 2.1 Schedule The City of Englewood plans to complete this RFP solicitation process and have the Trolley Operator selected by year-end 2023. It is anticipated that contract negotiation and approval by City Council approval can be completed by February 2024. Subject to a mutually agreed-to mobilization period, the new contract services would commence on or before April 1, 2024. The City and the current Operator, MV Transportation, are prepared to extend the current contract as needed into 2024 on a month-to-month basis. The final schedule for mobilization tasks and full commencement of the new Operator contract will be developed between the selected Proposer and the City. Mobilization will include tasks such as the purchase/lease and proper registration of new vehicles, application of new vehicle graphics, confirmation of required insurance coverage, software implementation as needed, review and remarking of Trolley stops as needed, public outreach and education, etc. 2.2 - RFP Process Milestones These milestones represent the anticipated schedule and are subject to change. Request for Proposals posted October 19, 2023 Deadline for written questions November 8, 2023 @ 2:00 pm Page 824 of 972 REQUEST FOR PROPOSAL #23-040 Page | 10 RFP submission due date November 30, 2023 @ 2:00 pm Interviews (if needed) Week of December 11, 2023 Selection of Operator (final selection dependent on City Council approval) Week of December 18, 2023 Anticipated contract approval by City Council February 2024 Anticipated commencement of operations (following a TBD Mobilization Period) April 1, 2024 Section 3 – Scope of Services 3.1 Overview The City is seeking the services of a qualified firm to operate, maintain and support the Englewood Trolley per the current baseline of service and the related Scope of Services, as described in this RFP and subsequently incorporated in the services contract between the City and the selected Proposer. It is anticipated that the City’s services contract will be modified to reflect discussions between the City and the selected Proposer and, as such, the City’s contract form is not included in this RFP. However, to guide Proposers in responding to this RFP, significant detail is included in the Scope of Services description. Items to be discussed between the City and the selected Proposer may include which party should own/lease the Trolley vehicles and where the vehicles are stored and serviced. At present, the vehicles are owned by the current Operator, MV, and are stored and serviced at their facilities. As such, this is the approach reflected in the RFP Scope of Services information. However, the City is open to discussing alternative approaches, especially if they may impact operating costs and efficiencies. Proposers are requested to provide proposed operational and cost information pertaining to a menu of possible add-on alternatives which the City may elect to implement at contract commencement and/or on a phased basis. This additional information is intended to assist the City and the EDDA in evaluating the possible phased implementation of improvements. In performing its contracted Scope of Services, the Contractor shall engage with the City in a collaborative, partner-like relationship. The Trolley will operate using fuel supplied by the City, located at the Englewood Service Center, 2800 South Platte River Drive, Englewood, Colorado. The Contractor will continually monitor program services and, as warranted, make recommendations to the City on possible improvements. The Contractor will report ridership data and other requested information to the City on a monthly basis. The Contractor will coordinate, manage, and control all necessary program activities, which shall include: maintaining all vehicles, providing vehicle operators and all related Page 825 of 972 REQUEST FOR PROPOSAL #23-040 Page | 11 support personnel, training personnel, developing administrative procedures, compiling financial and non-financial records, and developing methods to improve effectiveness and maximize service efficiency. Based on industry practices, the proposed cost of the scope of services and add-on alternatives should be stated in Proposers’ proposals in terms of the all-in cost per vehicle hour of operation. A suggested pricing form is provided in Attachment D. For pricing of the additional service alternatives outlined in Section 3.4, particularly Alternatives D and E, Proposers may include additional description of how these alternatives may be priced. 3.2 Scope of Services (Current Baseline Level of Service) The following Scope of Services elements for the current baseline level of services are provided to give Proposers guidance in responding to this RFP. As mentioned above, these elements are subject to anticipated discussion between the City and the selected Proposer. As they may be further refined, these elements, together with other related elements, will be incorporated in the services contract between the City and the selected Operator. A) Legal and Regulatory Requirements In performance of the services described herein, Contractor shall be responsible to comply with all applicable Federal, State, and Local requirements, including but not limited to: 1. Drug and Alcohol Testing: The Contractor agrees to establish and implement a drug and alcohol testing program that complies with 49CFR Parts 653 and 654, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of Colorado, or the City, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 653 and 654 and review the testing process. 2. Americans with Disabilities Acts: All service provided by the Contractor on behalf of the City shall comply with the applicable requirements of the Americans with Disabilities Act (ADA). The Contractor will submit for City’s review and approval an ADA program and documents used for operator training. 3. National Transit Database (NTD) FTA Reporting Requirements: The Contractor shall propose how they will meet any NTD reporting requirements and fulfill any requests for information needed to meet those. B) Vehicles and Equipment All vehicles and vehicle equipment required by this RFP shall be maintained by the Contractor in good repair and in a condition satisfactory to the City. The Contractor shall assume all responsibility for the proper maintenance of the vehicles. The Contractor Page 826 of 972 REQUEST FOR PROPOSAL #23-040 Page | 12 must comply with all applicable federal and other statutes and regulations governing their use. Proposers must include a detailed description of the proposed vehicles to be utilized for the Trolley including current condition, year, make, model, mileage, number of seats, type of air conditioner and number of wheelchair tie-downs. Contractor-provided vehicles must be available for inspection by City staff prior to contract award. Contractor’s vehicles need not be new but the fleet’s average age must be three years or less, with a maximum of five years. For reference, the City-required vehicle specifications under the current Operator contract are provided in Exhibit B. The requirements pertaining to wheelchair and bike accommodations are most relevant. Vehicles utilized in the fleet will be required to have the primary two vehicles’ exteriors equipped with the City designed marketing scheme. Contractor must coordinate and have in place, application of the marketing graphics on all vehicles no later than ten (10) working days prior to start of operations. All vehicles used in the operation of the Trolley shall be equipped with a two-way communications system between the dispatcher and vehicle and shall have adequate air conditioning. All vehicles shall have passed the annual emissions inspection required by the State of Colorado. The Contractor shall not place any advertising on or within the vehicles unless written authorization is first obtained from the City. The terms and conditions of any approved advertising shall be subject to City approval, with all City decisions being final. The Contractor shall at all times have a vehicle available for use as back up in the event that one of the primary vehicles is unable to operate. Whenever a primary vehicle is disabled, the Contractor shall dispatch a backup into service within 30 minutes of the time when the disability first occurs. The back-up vehicle shall meet the same criteria as those of the primary vehicles, with the exception of vehicle graphics, in which case the words “ENGLEWOOD TROLLEY” or other trolley logo (supplied by City) shall be displayed in the window, or other temporary markings that the City agrees to in advance. C) Vehicle Maintenance Contractor shall be responsible for the maintenance of all vehicles, communication systems and other equipment required in connection with its operation of the Trolley services. Said equipment shall be maintained in a safe and operable condition at all times and in accordance with manufacturer’s recommended maintenance procedures as well as with applicable Federal and State regulations. Contractor shall establish and maintain a systematic program of preventive vehicle maintenance. Each vehicle must receive a daily pre-trip inspection by the operator prior to being placed in service. Daily pre-trip inspections must be supplemented by regular time and mileage maintenance inspections to ensure safe and proper Page 827 of 972 REQUEST FOR PROPOSAL #23-040 Page | 13 operating condition of vehicles. A record of all such inspections, repairs, and work orders shall be kept by Contractor and made available to the City upon request. The City reserves the right to audit the Contractor’s conformance with said maintenance program documentation as well as vehicle condition and overall performance of the maintenance system. Throughout the term of this contract, the Contractor shall, at all times and at its sole expense, cause all components of each vehicle to be maintained in safe and proper working condition, free from damage or malfunction. At its expense, the Contractor shall cause any vehicle damaged by collision or otherwise to be repaired as expeditiously as possible. Any vehicle which sustains damage or experiences failure impairing safe mechanical operation shall be removed from service immediately and shall not be reassigned until restored to safe operating condition. A vehicle removed from service permanently shall be replaced meeting original vehicle specifications immediately. The Contractor shall maintain vehicles in a clean and neat condition at all times. The interior of all vehicles shall be kept free of litter and debris to the maximum practicable extent throughout the operating day. Contractor will outline their proposed cleaning program for the interior and exterior of the vehicles. D) Personnel The Contractor shall be solely responsible for the satisfactory work performance of all employees and for meeting any reasonable performance standards described in the RFP or established by the City. The Contractor and its employees, subcontractors, and agents engaged in the performance of these services are not employees of the City. The Contractor shall be solely responsible for payment of all its employees’ and/or subcontractor’s wages and benefits, in accordance with the payment schedules established for these services. Contractor’s personnel wages and work hours shall be in accordance with the local, county, and State regulations affecting such personnel. Without any expense to the City, the Contractor shall comply with the requirements of employee liability, worker’s compensation, employment insurance, and Social Security. The Contractor shall hold harmless the City from any liability, damages, claims, costs, and expenses of any nature arising from alleged violations of personnel practices. Contractor shall prepare and furnish to the City and to all vehicle operators, dispatchers, telephone operators, and supervisors a VEHICLE OPERATOR’S MANUAL. Contents of the VEHICLE OPERATOR’S MANUAL shall include the following subject areas: vehicle operator’s rules; accident/incident policy and reporting procedures; radio policies and procedures; vehicle inspection, care and maintenance policy and procedures, reporting procedure, and pertinent sample forms. Page 828 of 972 REQUEST FOR PROPOSAL #23-040 Page | 14 Contractor personnel shall be trained in customer relation skills, accident/incident procedures, handicap accessible skills and shall have a detailed knowledge of applicable procedures and professional techniques. E) Contractor’s Project Manager The Contractor’s designated Project Manager (Contractor’s Project Manager) will provide both on-line supervision and the management of the Trolley related accounts and operating records and will report directly to and coordinate closely with the City via the City’s Project Manager. The Contractor’s Project Manager shall be available by telephone or in person during all hours of the operational day to make decisions or provide coordination as necessary at the request of the City. At other times, or in the event of the Contractor’s Project Manager’s absence, another responsible person shall be identified so that there is someone with the authority to make decisions at any time during the operational hours. Proposers shall describe their entire local project team, including years of experience, to be utilized to provide the Trolley services required in this RFP. After submission of the RFP, Proposer’s designated Project Manager must be available to answer questions from the City regarding their experience and capabilities pursuant to the services requested in this RFP. F) Vehicle Operators Vehicle operators shall work on a schedule that will ensure a consistent and overall high quality of service. Proposers shall indicate their hiring standards, including background check procedures, in their proposal. All vehicle operators must meet Drug and Alcohol Testing standards, as outlined above in 3.2(A), as well as the minimum standards listed below: 1. The Contractor shall conduct an individualized review of each applicant’s driving record, including the nature of the violations leading to points, to determine the individual’s suitability for providing safe transit services on behalf of RTD. The Contractor must reject any applicant whose MVR record does not meet the following criteria: (a) No DUI, DWI or Reckless Driving in the past five (5) years; or (b) No combination of two DUIs, DWIs or Reckless Driving in the past seven (7) years of driving history; or (c) No egregious violation(s) in the past seven (7) years (i.e., vehicular homicide), 2. Not be addicted to the use of alcohol or controlled substances. 3. Not be subject to outstanding warrants for arrest, 4. Able to read, write and speak English. Bilingual skills in Spanish or other languages are highly desirable, 5. Thorough knowledge of the service area and the street network associated with the Trolley service area in Englewood, 6. Sensitive to passengers’ needs, including assisting passengers in boarding and alighting, upon their request, 7. Able to handle complaints and problems as required, and Page 829 of 972 REQUEST FOR PROPOSAL #23-040 Page | 15 8. Vehicle operators must be trained in all operational procedures relating to the services provided, including a minimum of 40 hours of training on: a) Colorado motor vehicle laws, local municipality regulation, (CDL permit testing, CDL pre-trip, CDL maneuvers, CDL road test when required), b) Defensive Driving (8 hours minimum), c) Route maps and instructions, d) Schedules, pullouts, destination codes, timed transfers, etc., e) Accident and incident procedures and reports, f) Radio/communication procedures, g) Passenger relations, customer service and information, diversity issues, security awareness, h) Lift procedures, loading and securing mobility devices, blind passenger exercises, calling transfer points/ major intersections, i) ADA regulations, service animals, elderly, and j) Testing throughout training to measure retention, final exam, service changes, uniforms, timepieces, rules and regulations, regular safety meetings, on-going training. Vehicle operators shall be in a uniform acceptable to the City, as described below, (including nametags clearly displaying their name), while performing their duties. Drivers will, when requested by City, distribute notices to passengers or otherwise render assistance in City’s monitoring and supervising operations. The Contractor will institute a 24-hour phone line and online form for all customer requests and complaints. All such requests and complaints received by the Contractor shall be documented and Contractor shall fully investigate all requests and complaints and return, within 48 hours, the results of the investigation to the City. G) Vehicle Dispatching Contractor shall be responsible for maintaining radio/communications control of all vehicles in-service and for maintaining the daily dispatch log. Each vehicle shall have a two- way radio or other communication device. Once the vehicle leaves the Contractor’s operating facility, the operator shall communicate with the Contractor’s Project Manager or designated representative for all service-related communication. Contractor shall provide phone number to facilitate immediate communication between Contractor’s Project Manager and the City. H) Record Keeping/Fare Collection Contractor shall record all boardings and shall report ridership figures monthly to the City in accordance with the established reporting schedule. At the present time fares are not collected, however, the City reserves the right to impose, change, or eliminate the fare, and/or conduct fare reconciliation audits. The City will notify the Contractor 60 days in advance if the City decides to implement a fare system. Page 830 of 972 REQUEST FOR PROPOSAL #23-040 Page | 16 If fares are imposed, the Contractor vehicle operators will collect fares for each one- way trip, record and deposit all fare revenues. The total amount of the fares collected is to be retained by the Contractor and deducted from Contractor’s monthly service invoice. If fares are imposed, Contractor shall provide City with copies of all individual daily Deposit Slips and Bank Deposit Advisees and the monthly Bank Account statement. This information shall be submitted to the City for reconciliation of the daily deposits. The City will periodically audit the amount of fares being reported through fare box data, random audits, and other information available. Retained fares for Trolley services provided pursuant to the operator contract shall be exempt from sales or use taxes imposed pursuant to Article 26 of Title 39, C.R.S. Contractor shall not otherwise be exempt from property, sales, income, excise, or other taxes levied by Federal, State, or Local governments. I) Vehicle Deployment In the event of a vehicle failure, Contractor shall deploy a vehicle within 30 minutes to replace the failed vehicle. The time the Trolley vehicle is out of service shall not be charged to the City on the monthly invoice. J) Safety Program Contractor shall assume full responsibility for assuring that the safety of all passengers, operations personnel, and the associated Contractor vehicles and equipment are maintained at the highest possible level. Contractor shall comply with all Colorado Highway Patrol, ADA, and OSHA requirements. K) Accident, Emergency, and Incident Procedures The Contractor shall be responsible for the enforcement of policies with regard to operational emergencies. The City may revise or establish additional policies. The Contractor shall be responsible for the handling and resolution of all operational emergencies and contingencies including, but not limited to, the following: 1. Hazardous Conditions Vehicle operators shall report all hazardous road conditions (i.e., downed trees, missing bus signs, graffiti on bus benches, malfunctioning signals, etc.) in the City to the Contractor’s Project Manager. Contractor, in turn, shall immediately notify the City of such conditions and shall take necessary precautions to safeguard passengers and personnel. 2. Medical Assistance to Passengers The Contractor’s employees shall use good judgment in responding to passenger accidents, injuries, or illnesses occurring on the vehicles. In the event of a passenger requiring medical assistance, the vehicle operator shall immediately advise the Contractor’s Project Manager by radio of the situation and location of the vehicle and the Project Manager shall notify the City’s Fire Department/Paramedics for assistance. An incident report shall be completed Page 831 of 972 REQUEST FOR PROPOSAL #23-040 Page | 17 documenting the incident with a copy to the City no later than the start of the next service day. 3. Accidents The City requires Contractor to have an accident and emergency notification program that keeps the City notified of accidents or emergencies and the progress of claims to assure City claims are promptly and fairly handled. The Contractor shall require all vehicle operators to report any accident or incident involving the vehicle to the Contractor’s Project Manager. The supervisor shall use good judgment in handling the situation, and shall notify police or fire department if necessary. All accidents must be reported to the City by email to the City Project Manager within three hours or at the beginning of the next business day if the accident occurs at night. Contractor will complete an accident report approved by City with a copy to the City no later than the start of the next service day. The Contractor shall submit all accident –related reports to the DMV as required. Contractor must assume all liability for accidents and workers’ compensation claims, etc. L) Operations and Maintenance Facility The Contractor shall have an operations and maintenance facility sufficient to enable the Contractor to effectively manage and operate the Trolley service. Contractor should identify and describe the proposed facility. M) Indemnification The Contractor agrees to indemnify, hold harmless, release and defend the City, City Council, EDDA Board and each member thereof, its officers, employees and representatives from any and all liability, loss, judgments, suits, claims, damages, costs and expenses (including attorney’s fees and litigation costs) which directly or indirectly result from or arise out of: (a) any activity, use or performance of this program; (b) any acts, errors or omissions of the Contractor, its employees, subcontractors, agents, etc. in conjunction with this project; or (c) any relationship between the parties. The release indemnity will cover, but is not limited to personal injury or death, property or other damage sustained by persons or corporations from any act whatsoever. The City makes no warranties with regard to the Contractor regarding loss or damage of any kind during the performance of the services. N) Insurance All insurance carriers offered to meet City requirements shall be admitted to do business in Colorado. See Attachment B for details of the anticipated insurance requirements. O) Records and Reporting Contractor shall maintain all books, records, documents, accounting ledgers, and other materials relating to work performed for the City pursuant to this contract on computer and in hardcopy file for at least three (3) years following the date of final payment to Contractor by City. Any authorized City representative must have access to such records for the purpose of inspection, audit, and copying at reasonable times during Page 832 of 972 REQUEST FOR PROPOSAL #23-040 Page | 18 Contractor’s usual business hours. All records prepared by the Contractor shall be owned by the City and shall be made available to the City at no charge. The Contractor shall certify as accurate all information given to City. All costs incurred in connection with this contract and any relevant financial records and documents shall be recorded in accounts separate from those used for other business activities. Summary reports shall be provided monthly to the City’s Project Manager. The monthly reports shall be received no later than the 10th calendar day of the following month. The format to be used for these monthly summaries shall be developed by the Contractor in cooperation with the City. Proposers should provide a sample monthly report in their proposal. 1. Daily Records Vehicle trip sheets shall be maintained by vehicle operators. The reports are to be retained by the Contractor to be used in compiling the monthly reports. From time to time, the City may request copies. Proposers should provide a sample vehicle trip sheet in their proposal. 2. Logs Logs shall be compiled daily; and cover each vehicle operator, vehicle number and vehicle shift. The log shall include odometer readings, total hours, revenue hours, or billing hours, total miles, first pick-up, and last drop off for each shift, and indicating times of lunches, breaks, road calls and any other service interruptions. Proposers should provide a sample dispatch log in their proposal. 3. Accounting and Billing Contractor shall submit a monthly invoice to the City for the services rendered during the reporting period. All invoices and related records will be available for inspection and /or independent audit at the election of City. P) Performance Standards Services provided by the Contractor shall be operated to maximize productivity and service quality for the customer. The following performance criteria and standards shall be monitored monthly (a minimum of 40 trips) and evaluated at the beginning of each contract year. Standards may be adjusted to conform to the overall annual goals of the City and/or actual results of prior year’s activities. The City and Contractor may agree to include a penalty provision in the services contract which would permit monetary penalties to be implemented for Contractor’s failure to achieve various performance standards. 1. On-Time Performance Performance Standard: The Contractor shall maintain on-time performance within zero (0) minutes early and five (5) minutes late of scheduled times. Page 833 of 972 REQUEST FOR PROPOSAL #23-040 Page | 19 2. Missed Trips Performance Standard: The Contractor shall “complete” scheduled trips in their entirety and within 10 minutes of scheduled time. Ninety-nine percent (99%) of all scheduled trips will be “completed,” on a monthly basis, to meet this standard. 3. Miles Between Road Calls Performance Standard: On a monthly basis, Contractor will maintain at least nine thousand (9,000) miles between mechanical road calls for buses used in the service to meet this standard. A “mechanical road call” shall be defined as any occasion when a mechanical failure (including a malfunctioning wheelchair lift and/or securement device) on a bus requires technical or supervisory assistance and/or delays by 5 minutes or more, or terminates a scheduled trip. 4. Preventative Maintenance Inspections Performance Standard: 100% of preventative maintenance inspections must be completed within five hundred (500) miles of the scheduled interval. 5. Complaints Performance Standard: No more than one complaint for every 1,000 passenger boardings will be received by the Contractor and the City to meet this standard. 6. Safety Performance Standard: Contractor shall not experience more than 1.5 preventable passenger and vehicular accidents per 100,000 miles traveled to meet this standard. National Safety Council definitions of preventability shall be employed when assessing performance against this standard. 7. Monthly Reports and Record Keeping Performance Standard: Submission of required monthly reports and documentation of required vehicle maintenance is due within 10 days of the end of the month to meet this standard. Q) Advisory Services In performing its contracted Scope of Work, Contractor shall engage with the City in an advisory, collaborative and partner-like relationship. 3.3 Supplemental Services (Current Baseline Level of Service) The City has, to the best of its knowledge, defined the scope and tasks to perform the subject Trolley services pertaining to the current baseline level of service. This list may not be all-inclusive. Proposers may propose, at their discretion, additional services beyond those listed in this RFP that it feels are necessary to perform the listed services or add value to the listed services. Subject to discussion between the City and the selected Proposer, these additional services may be included in the contract scope of services as “Supplemental Services,” together with the associated compensation and related notice to proceed procedures as agreed to by the parties. Page 834 of 972 REQUEST FOR PROPOSAL #23-040 Page | 20 3.4 Scope of Services – Additional Alternatives In addition to proposing the requested cost and operational information pertaining to the current baseline level of service, Proposers are requested to provide separate cost and operational information for each of the potential additional services as outlined below. These additional services are anticipated to be funded through an RTD Partnership Program grant that RTD recently awarded to the City of Englewood for funding in 2024, 2025 and 2026. As previously mentioned, the City and EDDA are also pursuing other funding sources for these and related Trolley improvements. Each of the following alternatives should be priced as add-ons to the current baseline level of service described above. The City would like to utilize this additional information to understand and discuss the potential incremental costs and operational impacts of implementing these improvements and to also explore possible phased approaches with the selected Proposer. A) Alternative A - Adding Saturday Service Proposers are requested to provide cost and operational information pertaining to the possible addition of Saturday service to the current baseline service, initially estimated from 10am to 9pm, utilizing two (2) on-route vehicles. Proposers may recommend different timing and vehicle utilization approaches and associated costs for City consideration. B) Alternative B - Extending Weekday Service Proposers are requested to provide cost and operational information pertaining to the possible expansion of the current baseline weekday schedule (6:30am to 6:30pm) to an extended schedule of 5:30am to 9pm, utilizing two (2) on-route vehicles. Proposers may recommend different timing and vehicle utilization approaches and associated costs for City consideration. C) Alternative C – Reducing Wait Times Based on the current baseline level of services, Proposers are requested to provide cost and operational information pertaining to reducing wait times at Trolley route stops from the current 20+ minutes to 15 minutes or less, through the use of an additional on- route vehicle and/or smaller and more nimble vehicles. Proposers may recommend different timing and vehicle utilization approaches and the associated costs for City consideration (such as the possibility of shorter wait times during select time periods of the day). D) Alternative D – Possible Fixed-Route Expansions The City has considered three possible limited expansions of the current Trolley fixed- route. Proposers are requested to provide cost and operational information pertaining to the possible expansion of the current baseline weekday schedule for each of the three expansions independently. Page 835 of 972 REQUEST FOR PROPOSAL #23-040 Page | 21 The three expansions are generally described as follows: 1. An extension of the eastern end of the fixed route loop east to Layfette Street to capture new residential projects in this area, 2. An extension in the middle of the fixed route north on Broadway to a stop located close to the Kaiser Permanente health offices located at 2955 S. Broadway, and 3. An additional loop from the CityCenter portion of the fixed route to the area south of US-285 (Hampden) to accommodate several new residential projects. Proposers may recommend different timing and vehicle utilization approaches to provide some service to these three areas, such as the possibility of utilizing a third on- route vehicle to service these areas during peak hours. E) Alternative E – Adding Potential On-Demand Capacity The City is interested in receiving information and recommendations about potentially layering on and/or phasing into some on-demand capacity, in addition to the continued operation of the Trolley fixed route. Proposers are requested to provide cost and operational information pertaining to possible approaches for adding on-demand service within a to-be-determined distance of the current fixed route (e.g.,1/4 or 1/2 miles). Proposers may recommend approaches such as the possible initial implementation of on-demand during non-peak hours. The City is interested in understanding whether the Proposer has existing software that could be utilized to provide initial on-demand service, or whether partnering with a software provider would be necessary or advisable. Due to the nature of the populations served, the Trolley-based on-demand service must have telephone access capability for customers and not be accessed exclusively by smart phone or computer applications. With the assistance of the selected Operator, the City will evaluate the possibility and timing of potentially transitioning the Trolley to be more of an on-demand service and less fixed-route. Section 4 – Proposal Submittal Requirements 4.1 Submittal Place and Deadline Proposals must be received electronically before the due date and time as specified in this RFP. It is the responsibility of the Proposer to ensure that electronic submittals are received prior to the closing time specified. Proposals received after the date and time set shall be considered non-responsive and returned unopened to the Proposer. Electronic submissions will only be accepted online via Rocky Mountain E-Purchasing Systems (RMEPS), www.bidnetdirect.com/colorado. Questions or technical difficulties should be directed to the websites’ Vendor Support Team, (800) 835-4603, option 2. Page 836 of 972 REQUEST FOR PROPOSAL #23-040 Page | 22 Submittals will be accepted until 2:00 PM on November 30, 2023. The City of Englewood utilizes the Rocky Mountain E-Purchasing (Bidnet) SYSTEM for all electronic solicitation submittals. It is the Proposer’s responsibility to ensure the submittal process is started with enough time to meet the 2:00pm deadline; for example: do not start the upload and submittal process at 1:50pm with the expectation that your submittal will be received by the City prior to the 2:00pm deadline. If the Proposer experiences any problems, has questions or technical difficulties, PLEASE contact the Bidnet Vendor Support Team, (800) 835-4603, option 2. If Bidnet is unable to resolve the problem, contact the procurement agent (contact information in Introduction) by 1:45pm for a submittal resolution. Proposals may be amended or withdrawn only by written notice prior to the proposal opening. Amendments or withdrawals received after the proposal opening will not be effective, and the original proposal submitted will be considered. The Proposer agrees that its proposal will not be withdrawn within ninety (90) calendar days following opening of the proposals, and that during such time its proposal will remain irrevocable. The City reserves the right to reject any or all proposals and to waive any technical defects in proposals. The City reserves the right to request clarification of information submitted and to request additional information of one or more Proposers after the Proposal Submission Due Date. 4.2 Submittal Format Proposal submittals shall be clear, accurate, comprehensive, and provide specific and succinct answers to all questions and requests for information. Indirect, imprecise, or incomplete responses can serve only to the disadvantage of the proposer. Generic marketing material is discouraged. Excessive or irrelevant material will not be favorably received. The Proposal must not exceed 40 total pages (8½ × 11 inch with 1-inch or greater margins; up to 5 pages of the total page count may be 11 x 17-inch tri-fold format; each double-sided page counts as two pages), excluding the transmittal letter, index or table of contents, front and back covers, title pages/separation tabs, draft agreement acknowledgement form, and appendices. A font similar in size to or larger than Calibri eleven-point (11-pt) shall be used. 4.3 Submittal Content The content requirements set forth in this RFP represent the minimum content requirements for the Proposal. Additional information may be provided at Proposer’s discretion and within the available page count. The Proposal must include, at a minimum, the following information:  Transmittal Letter  Part 1 – Executive Summary Page 837 of 972 REQUEST FOR PROPOSAL #23-040 Page | 23  Part 2 – Qualifications, Experience and Capabilities  Part 3 – Scope Understanding, Approach and Anticipated Schedule  Part 4 – Pricing Proposal  Appendix A – Key Personnel Resumes Transmittal Letter Include a transmittal letter signed by an authorized representative who can commit the Proposer to the obligations required in the anticipated contract. The transmittal letter should be on the Proposer’s letterhead and include the name, address, phone number, and e-mail address for the Proposer’s contact person. The letter should also specify who would be the Proposer’s signatory to any contract documents executed with the City. The letter may include other information deemed relevant by the Proposer. The transmittal letter shall be limited to three (3) 8½ x 11-inch pages. Proposals must be signed by an authorized corporate officer, principal, or partner (as applicable) with a signature in full. Proposers that are nonresident corporations shall furnish to the City a duly certified copy of their Articles of Incorporation from the State of Colorado Secretary of State Office along with the proposal. Failure to promptly submit this evidence or qualification to do business in the State of Colorado may be the basis for rejection of the Proposal. Part 1 – Executive Summary Include an executive summary that provides a concise overview of the key elements of the proposal and summarizes and refers to information in the proposal. Part 2 – Qualification, Experience and Capabilities Provide a description of the Proposer’s qualifications, experience and capabilities to perform the Englewood Trolley services. This shall include, at a minimum, the following elements: • An organizational chart for the Proposer’s project team, identifying all key personnel, the reporting hierarchy of partnering entities, staff, subcontractors, and the specific individuals responsible for coordination of the separate components of the services. • Describe the roles, responsibilities, and availability of the key personnel who will be assigned to the related Englewood Trolley services contract. • Identify all subcontractors and describe their roles, and responsibilities. Identify the subcontractors’ key personnel. Note: Any changes in identified key personnel after the award of the Agreement must be approved by the City in writing before the change is made. Include availability of the project team to begin work as soon as the services contract is executed. Proposer’s Experience: Provide clear and thorough descriptions of the Proposer's and any related sub-contractor’s related and applicable experience and performance. Page 838 of 972 REQUEST FOR PROPOSAL #23-040 Page | 24 Provide detailed information on the most applicable transit assignments that have been substantially performed by the Proposer’s team members and proposed Project Manager. Provide at least three (3) references that include the following details: • Services title or reference and contract number or date, • Contractor and key personnel’s role in project, • Client contact information including phone number, • Period of performance (contract start and end dates), • Contract value (annual and total), • Summary of services and responsibilities, • Project performance (schedule adherence, budget adherence, need for amendments), • Describe any major issues or challenges presented on the project(s) and how they were resolved. Key Personnel Experience: Describe specific relevant experience of each proposed key personnel providing similar details for projects as requested in Contractor Experience. Resumes for each key project team member should be provided in Appendix A of the Proposal. Reference Requirements: The City may contact the referenced individual(s) identified by the Proposer in Contractor Experience. The contact person(s) listed as a reference shall be someone who has personal knowledge of the Proposer’s performance during the referenced project. More than one person can be listed, but all must have knowledge of the project. Part 3 –Scope Understanding, Approach, and Anticipated Schedule Provide a description of the Proposer’s approach for managing and delivering the scope of services contained in this RFP, and any additional issues and proposed strategies for meeting the City’s needs for the baseline scope of services as well as the additional alternatives, based on Proposer’s understanding of the services. Part 4 – Pricing Proposal Proposals should address the price information requested in this RFP for the current baseline level of services. In addition, Proposers should provide cost and operational information pertaining to the “menu” of possible additional services as outlined above. Appendix A – Key Personnel Resumes Page 839 of 972 REQUEST FOR PROPOSAL #23-040 Page | 25 Section 5 – Proposal Evaluation and Selection 5.1 General The proposals will be reviewed and evaluated by the City’s Selection Committee according to the requirements and criteria outlined herein. During the proposal evaluation process, written questions or requests for clarification may be submitted to one or more Proposers regarding its proposal or related matters. In addition, the City may require all or a limited number of Proposers to participate in interviews. 5.2 Selection Process Overview For the purpose of selecting the most qualified Proposer, the City will use a competitive selection process as set forward in pertinent City procurement requirements outlined. a. The City will advertise the RFP Invitations on Bidnet. b. Responsiveness and minimum qualifications will be checked. c. The City’s Selection Committee will review, rank, and short-list all proposals that meet responsiveness and minimum qualification requirements. d. Interviews with each of the shortlisted Proposers to clarify their proposals may be conducted. This decision is at the sole discretion of the City. Interviews will provide short-listed Proposers with the opportunity to present their project team and approach to City staff and will include a question-and-answer session. e. The City’s Selection Committee will rank each proposal, based on the listed criteria, and interview (if applicable) to select the most qualified Proposer. Upon selection, the City will develop a contract with the selected Proposer and recommend approval to City Council. Should the City be unable to negotiate a satisfactory contract with the selected Proposer, the City may terminate such negotiations with that Proposer and begin negotiations with the next most qualified Proposer. f. The City reserves the right to modify or reject any contract for the acquisition of goods and/or services submitted to it for consideration. 5.3 Responsiveness Each proposal will be reviewed to determine whether it is responsive to the RFP. Failure to comply with the requirements of this RFP may result in a proposal being rejected. At its sole discretion, the City may waive any such failure to meet a requirement of this RFP and may request clarification or additional information. Page 840 of 972 REQUEST FOR PROPOSAL #23-040 Page | 26 5.4 Evaluation Criteria The Selection Committee will evaluate and rank the proposals that satisfy the minimum qualification requirements identified in this section by applying scores to each proposal part, as set forth in the table below. Proposal Parts Scoring Project Understanding and Management Approach • Does the proposal address all elements of the RFP? • Does the proposal demonstrate understanding of the City objectives, methodology to be used, desired results/outcomes of the subject Englewood Trolley services? • Is the proposed timeline reasonable? 20 Project Team Qualification, Experience and Capability • Does the Proposer’s experience, past performance, and capability to perform the Scope of Services with the proposed management structure and Project team? • Do the individuals assigned to the project team have the necessary skills and experience? • Are sufficient individuals of the requisite skills and qualifications assigned to the project? • Are the individuals assigned to the project team available? • Does the proposer demonstrate the necessary resources, financial strength, and support capabilities to successfully complete the project? • Has the Proposer and its team members successfully provided previous services of this type and scope? 20 Price Proposal • Does Proposer’s proposal include cost information as requested? • Are the proposed cost and work hours appropriate to the scope of services provided? • Are the work hours reasonable for the effort required for line item and overall project scope? • Has proposer demonstrated value in the cost and scope proposed? 50 Overall Proposal Quality and Responsiveness • Is the proposal clear, concise, and well written? • Does the proposal meet all the submittal requirements and contents as specified in the RFP? 10 Total possible points 100 Section 6 – Conditions for Proposers 6.1 Conflict of Interest The Proposer must disclose within the proposal, the name of any officer, director, partner, associate, or agent, who is also an officer or employee of the City. Page 841 of 972 REQUEST FOR PROPOSAL #23-040 Page | 27 6.2 Rights of the City In connection with this procurement process, including the receipt and evaluation of proposals and award of the agreement, City reserves to itself (at its sole discretion) all rights available to it under applicable law, including without limitation, with or without cause and with or without notice, the right to: • Cancel, withdraw, postpone, or extend this RFP, in whole or in part, at any time prior to the execution of the Agreement, without incurring any obligations or liabilities, • Modify the procurement schedule, • Waive deficiencies, informalities and irregularities in a Proposal and accept and review a non-conforming proposal, • Suspend and terminate the procurement process or terminate evaluations of proposals received, • Permit corrections to data submitted with any proposal, • Hold meetings and interviews, and conduct discussions and correspondence, with one or more of the proposes to seek an improved understanding of any information contained in a submitted proposal, • Seek or obtain, from any source, data that has the potential to improve the understanding and evaluation of the proposals, • Seek clarification from any Proposer to fully understand information provided in the Proposal and to help evaluate and rank the Proposers, • Accept or reject any or all proposals that it may in its sole discretion deem non- responsive, to waive technicalities, or to accept the proposal that, in its sole judgment, is most advantageous and best serves the over-all interest of the City, • Reject a proposal containing exceptions, additions, qualifications, or conditions not called for in the RFP or otherwise not acceptable to the City, • Conduct an independent investigation of any information, including prior experience, included in a proposal by contacting project references, accessing public information, contacting independent parties, or any other means, • Request additional information from a Proposer during the evaluation of its proposal. 6.3 Additional Conditions Local Office Required Due to the service level required in conjunction with this RFP, the Contractor shall maintain an office within the Metro Denver, Colorado, area. This office must be staffed by a competent company representative who can be contacted during normal working hours and who is authorized to discuss matters pertaining to the contract. Page 842 of 972 REQUEST FOR PROPOSAL #23-040 Page | 28 Non-Collusion By submitting a Proposal in response to the RFP, the Proposer represents that, should the proposal be accepted, the resulting contract would not violate any provisions of federal law or regulations, or any ordinances or regulations established by the City. Anti-Discrimination During the performance of the Contract, the Proposer agrees as follows: • Comply with federal anti-discrimination laws, • Notices, advertisements, and solicitations placed in accordance with federal law, rule, or regulation shall be deemed sufficient for the purpose of meeting the requirement of this section. Proposal Preparation Costs By submittal of a proposal, the Proposer agrees that all costs associated with the preparation of its proposal and interview preparation/materials (if applicable) will be the sole responsibility of the Proposer. The Proposer also agrees that the City bears no responsibility for any costs associated with the preparation of the proposal and/or any administrative or judicial proceedings resulting from the solicitation process. Drug Free Workplace The selected Proposer must provide a Drug Free Workplace in accordance with Colorado State law. Occupational Safety and Health Act (OSHA) In instances where such is applicable due to the nature of the matter with which this proposal is concerned, all material, equipment, etc., as proposed and offered by Proposers must meet and conform to all OSHA requirements; the Proposer's signature upon the proposal shall be considered a certification of such fact. Patent, Copyright and Trademark Infringement By submission of a proposal the Proposer certifies that the services to be furnished will not infringe any valid patent, copyright, or trademark and the successful Proposer shall, at its expense, defend any and all actions or suits charging such infringement and hold the City harmless in case of any such infringements. Transit Equity RTD has established a Title VI Program in pursuit of transit equity and compliance with Title VI of the Civil Rights Act of 1964, CFR Part 21, Executive Order 12898 (Environmental Justice), and applicable requirements. Accordingly, the Contractor must cooperate with the City in adhering to all conditions set forth in Attachment F. 6.4 Addenda If any revisions or clarifications to the RFP or procurement process become necessary or desirable (at the City’s sole discretion), the City may issue written addenda. Page 843 of 972 REQUEST FOR PROPOSAL #23-040 Page | 29 Attachment A: Englewood Trolley Route Map Page 844 of 972 REQUEST FOR PROPOSAL #23-040 Page | 30 Attachment B: Vehicle Specifications from Current Operator Contract Note: These specifications are included in this RFP for reference by Proposers. Different vehicle specification recommendations for the new Operator contract will be considered by the City, however, functional requirements pertaining to wheelchairs and bikes are required. Vehicles proposed must meet the following minimum or maximum standards: 1. Fuel type: Vehicles must be equipped to utilize gasoline. 2. Seating: Minimum 30 seat ambulatory or 26 plus 2 wheelchairs and tie downs. 3. Class: Cut-away, Body-on- chassis. 4. Year: Fleet should be an average of three years old, with no vehicle older than 5 years old. 5. Emissions: Must provide proof of current emission standards tests. 6. Condition: Interior should be free of any major defects and flaws. 7. Headroom: 8 ft. Minimum 8. Length: 24 ft. Maximum 9. Heat/Air: Working heating and air conditioning units. 10. Lifts: Fully operable wheelchair lift. 11. Bicycle Racks: Must have bicycle racks or other capacity to carry 2 bicycles without occupying passenger seats. Proposers should describe the bicycle rack they propose and where they currently use it in service. Proposers must ensure the bicycle rack is compatible with the vehicle type specified for this RFP. Note: A) No small buses will be accepted. B) No school buses will be accepted. Page 845 of 972 REQUEST FOR PROPOSAL #23-040 Page | 31 Attachment C: Anticipated Insurance Requirements The Contractor shall meet the following provisions relating to insurance coverages. 1) General Conditions – Without limiting the Contractor’s indemnification of the City, Contractor shall provide and maintain at its own expense the insurance listed under Section 7 Evidence of Coverage below, covering its operations, subject to the following conditions: a) The City, its Boards, Officers, Agents, and Employees shall be included as additional insured in all liability insurance policies except for Worker’s Compensation and Professional Errors and Omissions. The City shall be named Loss Payee as its interest may appear in all property insurance. b) Such insurance shall be primary with respect to any insurance maintained by City and shall not call on City’s insurance for contributions. c) With respect to the interests of the City, the Contractor’s insurance shall not be cancelled nor reduced in coverage or limits until after thirty (30) days written notice shall have been sent by certified mail (return receipt requested) to the Risk Manager, City of Englewood, 1000 Englewood Parkway, Englewood, Colorado 80110, and shall contain an unequivocal clause so stating. d) A City approved endorsement or copy of insurance policies providing coverage shall be submitted to and approved by the Risk Manager prior to commencement of any work. 2) Worker’s Compensation – The Contractor shall procure and maintain during the life of the contract, worker’s compensation insurance or a valid certificate of consent to self-insure for all its employees engaged on or at the site of the project; and in case any of the work is sublet, the Contractor shall require all subcontractor’s to similarly provide worker’s compensation insurance for all the latter’s employees unless such employees are covered by protection afforded by worker’s compensation insurance carried by the Contractor. 3) Aggregate Limits/ Blanket Coverage – If any of the required insurance coverages contain aggregate limits, or apply to other operations or tenancy of the Contractor outside these specifications, Contractor shall give the City prompt, written notice of any incident, occurrence, claim, settlement, or judgment against that insurance which may diminish the protection that such insurance affords the City. Contractor shall further take immediate steps restoring such aggregate limits or shall provide other insurance protection for such aggregate limits. 4) Modification of Coverage – The City reserves the right at any time during the term of any contract executed with the Contractor pursuant to these specifications to change the amounts and types of insurance required hereunder by giving the Contractor ninety (90) days written notice. If such change should result in a premium increase in excess of ten (10%) percent to the Contractor, the City agrees to negotiate additional compensation proportional to the increased benefit to the City. 5) Failure to Procure Insurance – The Contractor’s failure to procure or maintain the required insurance shall constitute a material breach of contract under which the City may immediately terminate the Agreement or, at its discretion, procure or renew such insurance to protect the City’s interests and pay any and all premiums in connection therewith, and recover all monies so paid from the Contractor, or deduct all monies so paid from payment(s) due to the Contractor. Page 846 of 972 REQUEST FOR PROPOSAL #23-040 Page | 32 6) Underlying Insurance – The Contractor shall be responsible for requiring indemnification and insurance as it deems appropriate from its employees receiving mileage allowance, contractors, agents, and subcontractor(s), if any, to protect the City’s interests, and for ensuring that such persons comply with any applicable insurance statutes. 7) Evidence of Coverage – Evidence of coverage as checked below, having as a minimum the limits shown, must be submitted and approved prior to commencement of work or any tenancy. Amounts shown are Combined Single Limit (CSL). Split limits may be substituted if the total per occurrence equals or exceeds the CSL amount. Description Limits X Worker’s Compensation: $250,000 (X) Employer’s Liability (Statutory) (X) Waiver of Subrogation X General Liability (must be written on an Occurrence Form): $3,000,000 (X) Premises and Operations (Combined Single Limit) (X) Contractual Liability (X) Independent Contractors (X) Products/Completed Operations (X) Broad Form Property Damage (X) Personal Injury (X) Broad Form Liability Endorsement X Automobile Liability (must be written on an Occurrence Form): $5,000,000 (X) Owned Automobiles (X) Non owned/Hired Automobiles (X) Garage Keeper’s Legal Liability X Professional Liability (Errors and Omissions) $1,000,000 (to be in continuous force from date of award until one year after expiration or termination of contract) Page 847 of 972 REQUEST FOR PROPOSAL #23-040 Page | 33 Attachment D: Proposer Form for Pricing Proposers are encouraged to use this format or similar in providing the requested price proposal information for the current baseline level of services and the 5 described additional alternatives, particularly the baseline level of service and additional alternatives A–C. Current Baseline Level of Service Cost for the Current Baseline Level of Service (weekday service only 6:30am to 6:30pm with two on-route vehicles and one back-up vehicle) Year #1 2024 Year #2 2025 Year #3 2026 Cost per hour Annual Cost Other (Please detail) Total Proposed Annual Cost Alternative A – Additional Cost for Saturday Service (10am to 9pm) Alternative A – Additional Cost for Adding Saturday Service (10am to 9pm) with two on-route vehicles and one back-up. (separate cost from current baseline service) Year #1 2024 Year #2 2025 Year #3 2026 Cost per hour Annual Cost Other (Please detail) Total Proposed Annual Cost Page 848 of 972 REQUEST FOR PROPOSAL #23-040 Page | 34 Attachment D: Proposer Form for Pricing – cont. Alternative B – Additional Cost for Extending Weekday Service to 5:30am to 9pm Alternative B – Additional Cost for Extending Weekday Service to 5:30am to 9:00pm with two on-route vehicles and one back-up. (separate cost from baseline service) Year #1 2024 Year #2 2025 Year #3 2026 Cost per hour Annual Cost Other (Please detail) Total Proposed Annual Cost Alternative C – Additional Cost for Reducing Baseline Service Wait Times to 15 Minutes or Less Alternative C – Additional Cost for Reducing Baseline Weekday Service Wait Times to 15 Minutes or Less (additional vehicle, more nimble vehicles, etc.). Proposers may make other recommendations (peak service adjustments, etc.) Year #1 2024 Year #2 2025 Year #3 2026 Cost per hour Annual Cost Other (Please detail) Total Proposed Annual Cost Page 849 of 972 REQUEST FOR PROPOSAL #23-040 Page | 35 Attachment D: Proposer Form for Pricing – cont. Alternative D – Additional Cost for Up to Three Fixed-Route Extensions Alternative D – Additional Cost for Extending the Fixed Route with Up to Three Extensions as Described in RFP Section 3.4. Proposers may address these costs more generally and provide related recommendations. Year #1 2024 Year #2 2025 Year #3 2026 Cost per hour Annual Cost Other (Please detail) Total Proposed Annual Cost Alternative E – Additional Cost for Adding Some On-Demand Capacity Alternative E – Additional Cost for Adding Some On-Demand Capacity as Described in RFP Section 3.4. Proposers may address these costs more generally and provide related recommendations. Year #1 2024 Year #2 2025 Year #3 2026 Cost per hour Annual Cost Other (Please detail) Total Proposed Annual Cost Page 850 of 972 REQUEST FOR PROPOSAL #23-040 Page | 36 Attachment E: Ridership Data for Past Five Years 2018 Ridership Month Ridership Total Average January-18 12,988 12,988 12,988 February-18 11,849 24,837 12,419 March-18 13,590 38,427 12,720 April-18 13,542 51,969 13,566 May-18 13,821 65,790 13,682 June-18 13,994 79,784 13,908 July-18 13,679 93,463 13,837 August-18 14,386 107,849 14,033 September-18 13,679 121,528 14,033 October-18 13,662 135,190 13,671 November-18 12,122 147,312 12,892 December-18 11,849 159,161 11,986 2019 Ridership Month Ridership Total Average January-19 12,647 12,647 12,647 February-19 12,647 25,294 12,647 March-19 12,647 37,941 12,647 April-19 13,051 50,992 12,849 May-19 12,494 63,486 12,773 June-19 11,160 74,646 11,827 July-19 12,647 87,293 11,904 August-19 12,020 99,313 12,334 September-19 10,688 110,001 11,354 October-19 10,403 120,404 10,546 November-19 8,772 129,176 9,588 December-19 9,177 138,353 8,975 Page 851 of 972 REQUEST FOR PROPOSAL #23-040 Page | 37 Attachment E: Ridership Data for Past Five Years – cont. 20 Ridership Month Ridership Total Average January-20 8,490 8,490 8,490 February-20 7,416 15,906 7,953 March-20 7,604 23,510 7,510 April-20 4,205 27,715 5,905 May-20 4,436 32,151 4,321 June-20 5,925 38,076 5,181 July-20 5,845 43,921 5,885 August-20 5,774 49,695 5,810 September-20 5,917 55,612 5,846 October-20 6,166 61,778 6,042 November-20 5,621 67,399 5,894 December-20 5,640 73,039 5,631 2021 Ridership Month Ridership Total Average January-21 4,904 4,904 4,904 February-21 4,727 9,631 4,816 March-21 5,490 15,121 5,040 April-21 5,629 20,750 5,188 May-21 5,151 25,901 5,180 June-21 5,913 31,814 5,302 July-21 6,712 38,526 5,504 August-21 5,541 44,067 5,508 September-21 5,635 49,702 5,522 October-21 5,546 55,248 5,525 November-21 5,405 60,653 5,514 December-21 5,682 66,335 5,528 Page 852 of 972 REQUEST FOR PROPOSAL #23-040 Page | 38 Attachment E: Ridership Data for Past Five Years – cont. 2023 Ridership Month Ridership Total Average January-23 5,137 5,137 5,137 February-23 4,699 9,836 4,918 March-23 5,506 15,342 5,114 April-23 4,770 20,112 5,028 May-23 5,331 25,443 5,089 June-23 July-23 August-23 September-23 October-23 November-23 December-23 2022 Ridership Month Ridership Total Average January-22 4,812 4,812 4,812 February-22 4,437 9,249 4,625 March-22 5,559 14,808 4,936 April-22 5,492 20,300 5,075 May-22 5,528 25,828 5,166 June-22 6,159 31,987 5,331 July-22 5,370 37,357 5,337 August-22 6,437 43,794 5,474 September-22 5,625 49,419 5,491 October-22 5,862 55,281 6,142 November-22 5,713 60,994 6,777 December-22 5,228 66,222 7,358 Page 853 of 972 REQUEST FOR PROPOSAL #23-040 Page | 39 Attachment F: RTD Transit Equity Program RTD has established a Title VI Program in pursuit of transit equity and compliance with Title VI of the Civil Rights Act of 1964, 49 CFR Part 21, Executive Order 12898 (Environmental Justice), and applicable requirements. The objectives of RTD's Title VI Program include: 1. Ensure that the level and quality of public transportation service is provided in a nondiscriminatory manner; 2. Promote full and fair participation in public transportation decision-making without regard to race, color, or national origin; 3. Ensure meaningful access to transit-related programs and activities by persons with limited English proficiency. For the purposes of achieving these objectives, Englewood will be treated as an extension of RTD for compliance with the objectives of Title VI. Englewood agrees to operate its RTD funded services without discrimination based on race, color, or national origin in accordance with RTD's Title VI Program. Pursuant to compliance with RTD's Title VI Program, Englewood shall: 1. Post a notice regarding the RTD funded service containing the following language: This service is funded in partnership with RTD. RTD operates its programs and services without regard to race, color, and national origin in accordance with Title VI of the Civil Rights Act of 1964. Any person who believes they have been subjected to unlawful discrimination under Title VI may file a complaint with RTD. To file a complaint or obtain more information regarding RTD's complaint procedures, visit https://www.rtd-denver.com/reports-and-oolicies/title-vi-oolicy, call 303.299.6000; email titlevicomolaints@rtd-denver.com; or visit RTD's administrative office at 1660 Blake St., Denver, Colorado 80202. a. Englewood must post a copy of this notice on their website and any vehicles of services that are RTD funded. 2. Notify RTD of any written complaints asserting discrimination based on race, color or national origin involving RTD funded services within 15 calendar days of receipt. Englewood shall comply with any investigations and requests for information regarding complaints of discrimination. Should RTD find that any practice, policy, or procedure of Englewood result in a discriminatory outcome, RTD will provide specific instructions to Englewood on how corrective action shall be taken. Englewood is exempt from the RTD Title VI Program requirements if Englewood is a direct recipient of federal financial assistance from the FTA. Englewood must annually submit a letter indicating its direct recipient status to be held exempt from the Title VI Program requirements. Page 854 of 972 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Brandon Brown, Joe Isenbart DEPARTMENT: Information Technology DATE: December 16, 2024 SUBJECT: Resolution - Renewal of Microsoft Enterprise Agreement DESCRIPTION: The Information Technology department is renewing the Microsoft Enterprise Licensing agreement. This is a 3 year agreement totaling $1,110,600.84, which is $370,200.28 annually. RECOMMENDATION: Staff recommends that Council approve by motion the Microsoft Enterprise three year agreement through Insight Public Sector, Inc. in the amount of $1,110,600.84 or $370,200.28 annually. PREVIOUS COUNCIL ACTION: Council previously approved a three year agreement with Microsoft for licensing through Insight Public Sector in December 2021. SUMMARY: The Information Technology (IT) Department, which is responsible for the licensing of all City computers and servers, recommends the approval of a three-year Microsoft Enterprise agreement. This builds on an existing three-year agreement, approved in 2021, through a State of Colorado cooperative purchasing agreement. ANALYSIS: The Information Technology Department is responsible for the licensing of all City computers and servers. The City of Englewood primarily uses Microsoft products for personal computers (PC), server operating systems, databases, Office products and the Office 365 Suite. For each installed or subscribed instance of the Microsoft product a license must be purchased for the City to use the product. Renewing the agreement eliminates lapse in maintenance and support. In December 2021, the City of Englewood entered into a three-year enterprise agreement with Microsoft and its reseller, Insight Public Sector using the State of Colorado cooperative purchasing agreement. The enterprise agreement is up for renewal with a new three-year term. The Enterprise agreement consists of Microsoft software licensing for Windows Operating System and includes all updates and upgrades for client licenses, SQL (database engine), Systems Management Server (SMS), Windows Server Licenses, Windows Server Client Access licenses, Office 365 Suite and Office Pro Plus and brings the City into compliance with licensing. As Microsoft updates their licensing structure and pricing annually entering in the three-year agreement locks in our pricing for three years. The enterprise agreement consists of Microsoft Page 855 of 972 software licensing for Windows Operating System and includes all updates and upgrades for client licenses, SQL (database engine), Systems Management Server (SMS), Windows Server Licenses, Windows Server Client Access licenses, Office 365 Suite and Office Pro Plus and brings the City into compliance with licensing. As Microsoft updates their licensing structure and pricing annually entering in the three-year agreement locks in our pricing for three years. The State of Colorado agreement with Microsoft through Insight Public Sector allows the city to get the best pricing. The attached quote provided by Insight Public Sector is based on pricing in the cooperative purchasing agreement with the State of Colorado. According to CRS 24-110- 201(5) The State of Colorado allows the City to use the cooperative purchasing agreements the state has negotiated. Cooperative purchasing complies with the City's Purchasing Policies & Procedures, Section XIII - Competitive Bidding Requirements, using cooperative purchasing whenever possible through the State bid list as well as other organizations. The attached quote provided by Insight Public Sector is based on pricing in the cooperative purchasing agreement with the State of Colorado. According to CRS 24-110-201 (5) The State of Colorado allows the City to use the cooperative purchasing agreements the state has negotiated. Cooperative purchasing complies with the City's Purchasing Policies & Procedures, Section XIII - Competitive Bidding Requirements, using cooperative purchasing whenever possible through the State bid list as well as other organizations. COUNCIL ACTION REQUESTED: Staff requests that Council approve by motion the Microsoft Enterprise three year agreement through Insight Public Sector, Inc. in the amount of $1,110,600.84 or $370,200.28 annually. FINANCIAL IMPLICATIONS: The agreement is a three-year agreement that totals $1,110,600.84 which will be paid in three annual payments, year one $370,200.28, year two $370,200.28 and year three $370,200.28. This covers all the City's Microsoft software currently in use. The budget for renewing Microsoft licenses was included in the Information Technology Department/Software/Hardware Maintenance in the adopted FY-2025 Budget. CONNECTION TO STRATEGIC PLAN: Licensing compliance supports the Governance outcome area in the Strategic Plan ATTACHMENTS: Contract Approval Summary - Microsoft 2024.pdf 0824-City of Englewood-Ver1-MSEA-CUSTOMER 11142024.pdf Insight NASPO agreement PDF 7-20-2023.pdf 1665779797_Software Value Added Reseller Insight Public Sector Colorado.pdf State of Colorado OIT_EA Master Agreement_5780372_3.1.2022.pdf EA Legal Review Docs - SLG.pdf Page 856 of 972 Contract Number City Contact Information: Staff Contact Person Phone Title Email Summary of Terms: Original Contract Amount Start Date 1/1/2025 Amendment Amount End Date 12/31/2027 Amended Contract Amount Total Term in Years 3.00 Vendor Contact Information: Name Contact Address Phone Email Tempe AZ City State Zip Code Contract Type: Please select from the drop down list Descripiton of Contract Work/Services Procurement Justification of Contract Work/Services Budget Authorization of Contract Work/Services Source of Funds: CAPITAL ONLY Item A B C D 1=A-B-C-D Capital Tyler New World Budgeted?Spent To Encumbrance Contract Budget Operating Year Project # / Task #Fund Division Account Line Item Description YES / NO Budget Date (Outstanding PO)Amount Remaining C -$ -$ -$ -$ -$ C -$ -$ -$ -$ -$ O 2025 02 0703 54206 YES 2,725,242$ -$ -$ 370,200$ 2,355,042$ O -$ -$ -$ -$ -$ O -$ -$ -$ -$ -$ Total Current Year 2,725,242$ -$ -$ 370,200$ 2,355,042$ C -$ -$ -$ -$ -$ C -$ -$ -$ -$ -$ O 2026 02 0703 54206 -$ -$ -$ 370,200$ (370,200)$ City of Englewood, Colorado CONTRACT APPROVAL SUMMARY Renewal of the Microsoft Enterprise three year agreement The City of Englewood primarily uses Microsoft products for workstations, server operating systems, databases, Office products and the Office 365 Suite deployed in the organization. For each installed or subscribed instance of the Microsoft product a license must be purchased for the City to use the product. Renewing the agreement eliminates lapse in maintenance and support. Funding for the Microsoft renewal contract is included in the 2025 approved Information Technology budget, line item 02-0703-54206 Hardware/Software Maintenance Agreement, and will not exceed the total budget appropriations for that line item. Renewal options available Software/Hardware Maintenance Agreement 85283 Payment terms (please describe terms or attached schedule if based on deliverables) 800-269-2523 colorado@insight.com Sales Team Payments split into Annual Payments Year 1: $370,200.28 Year 2: $370,200.28 Year 3: $370,200.28 $ 1,110,601 $ - $ 1,110,601 303-783-6841Joe Isenbart jisenbart@englewoodco.govDirector of IT Insight Public Sector 6820 S. Harl Ave Cooperative Purchasing Agreement Software/Hardware Maintenance Agreement Page 857 of 972 City of Englewood, Colorado CONTRACT APPROVAL SUMMARY O 2027 02 0703 54206 -$ -$ -$ 370,200$ (370,200)$ O -$ -$ -$ -$ -$ Total - Year Two -$ -$ -$ 740,401$ (740,401)$ GRAND TOTAL 2,725,242$ -$ -$ 1,110,601$ 1,614,641$ Process for Choosing Contractor: Attachment (For Capital Items Only / Expense Line Item Detail is Located in OpenGov): All Other Attachments: PLEASE NOTE: City Council Approval Required for the following: - Budgeted Contracts or Agreements greater than $250,000 - Non-Budgeted Contracts or Agreements greater than $125,000 Solicitation Name and Number: NOTES/COMMENTS (if needed): Vendor chosen through cooperative purchasing agreement through Insights Public Sector. Software/Hardware Maintenance Agreement Solicitation Evaluation Summary/Bid Tabulation Attached Prior Month-End Project Status and Fund Balance Report Evaluation Summary/Bid Tabulation AttachedEvaluation Summary/Bid Tabulation AttachedEvaluation Summary/Bid Tabulation AttachedContract Copy of Original Contract if this is an Amendment Copies of Related Contracts/Conveyances/Documents Addendum(s) Exhibit(s) Certificate of Insurance Page 858 of 972 1 of 3 11/20/2024 City of Englewood Final - Updated 11/14/2024 Quotation:0824-City of Englewood-Ver1-MSEA-NVR Insight Team Date:November 14, 2024 Trivett, Dan Enrollment:51514487 Enter AE Phone Contract:CTR060025 / 178266 http://www.insight.com/azureterms Customer understands and acknowledges that it is obtaining the software Products directly from Microsoft Corporation and that Insight provides no warranty to Customer covering the Products purchased hereunder. All warranties relating to such Products are granted solely by Microsoft Corporation. Enrollment#: 51514487 Confidential.Cover Thank you for the opportunity to quote. Pa g e 8 5 9 o f 9 7 2 11/20/2024 Page 2 of 3 City of Englewood Final - Updated 11/14/2024 Quotation:0824-City of Englewood-Ver1-MSEA-NVR Date:November 14, 2024 Enrollment:51514487 Contract:CTR060025 / 178266 Part Number Item Name Level Purchase Period Pool Product Type Quantity Unit Price Extended Price Additional Products 359-00792 SQL CAL ALng SA Device CAL D Added at Signing Servers Software Assurance 264 37.69$ 9,950.16$ 228-04433 SQL Server Standard ALng SA D Added at Signing Servers Software Assurance 22 162.11$ 3,566.42$ 9EP-00208 System Center DC Core ALng SA 2L D Added at Signing Servers Software Assurance 8 54.28$ 434.24$ 6VC-01254 Win Remote Desktop Services CAL ALng SA UCAL D Added at Signing Servers Software Assurance 180 26.10$ 4,698.00$ 9EA-00278 Win Server DC Core ALng SA 2L D Added at Signing Servers Software Assurance 144 139.06$ 20,024.64$ 9EM-00270 Win Server Standard Core ALng SA 2L D Added at Signing Servers Software Assurance 8 21.35$ 170.80$ 12 Month Total:38,844.26$ Annual Quote w/ Subscriptions: SubTotal:370,200.28$ 3 Year Quote w/ Subscriptions GrandTotal:1,110,600.84$ Confidential.EA At Signing Thank you for the opportunity to quote. Pa g e 8 6 0 o f 9 7 2 11/20/2024 Page 3 of 3 City of Englewood Final - Updated 11/14/2024 Quotation:0824-City of Englewood-Ver1-MSEA-NVR Subscription Start Date:1/1/2025 Date:November 14, 2024 Subscription End Date:12/31/2027 Enrollment:51514487 Contract:CTR060025 / 178266 Year One:12 Months 12 Part Number Item Name Level Purchase Period Pool Product Type Quantity Term Price Extended Price Enterprise Products AAD-34704 M365 G3 Unified FUSL GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 800 $386.43 309,144.00$ Additional Products DDJ-00001 Power BI Pro GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 41 $91.12 3,735.92$ 7MS-00001 Project P3 GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 30 $273.72 8,211.60$ NYH-00001 Teams AC with Dial Out US/CA GCC Sub Add-on D Non-Specific Servers Monthly Subscriptions-VolumeLicense 800 $0.00 -$ P3U-00001 Visio P2 GCC Sub Per User D Non-Specific Applications Monthly Subscriptions-VolumeLicense 75 $136.86 10,264.50$ 12 Month Total:331,356.02$ Year Two:12 Months 12 Enterprise Products AAD-34704 M365 G3 Unified FUSL GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 800 $386.43 309,144.00$ Additional Products DDJ-00001 Power BI Pro GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 41 $91.12 3,735.92$ 7MS-00001 Project P3 GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 30 $273.72 8,211.60$ NYH-00001 Teams AC with Dial Out US/CA GCC Sub Add-on D Non-Specific Servers Monthly Subscriptions-VolumeLicense 800 $0.00 -$ P3U-00001 Visio P2 GCC Sub Per User D Non-Specific Applications Monthly Subscriptions-VolumeLicense 75 $136.86 10,264.50$ 12 Month Total:331,356.02$ Year Three:12 Months 12 Enterprise Products AAD-34704 M365 G3 Unified FUSL GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 800 $386.43 309,144.00$ Additional Products DDJ-00001 Power BI Pro GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 41 $91.12 3,735.92$ 7MS-00001 Project P3 GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 30 $273.72 8,211.60$ NYH-00001 Teams AC with Dial Out US/CA GCC Sub Add-on D Non-Specific Servers Monthly Subscriptions-VolumeLicense 800 $0.00 -$ P3U-00001 Visio P2 GCC Sub Per User D Non-Specific Applications Monthly Subscriptions-VolumeLicense 75 $136.86 10,264.50$ 12 Month Total:331,356.02$ Confidential.EA Monthly Subscriptions Thank you for the opportunity to quote. Pa g e 8 6 1 o f 9 7 2 Agreement #: 178266/NASPO State of Colorado Price Agreement Classification:PERMISSIVE Status:Current Duration of Agreement: Period Covered:Options: Oct 12, 2022 To Apr 24, 2027 Option to Renew for 4 More Year(s) Category: Software Commodity Code:20900 Commodity Description:Commercial off the Shelf Software Department of Personnel and Administration State Purchasing Office 1525 Sherman St., 3rd Floor Denver, CO 80203 Theresa Fraijo at (303) 866-4552 email: theresa.fraijo@state.co.us Ordering/Contact Information Small Business:No Minority Owned:No Woman Owned: Company:Insight Public Sector Inc.Doing Business As: Contact:Tone Tuskan Contact Email:Colorado@Insight.com Order Number:1-800-269-2523 Toll Free/Cell Number:1-800-269-2523 Fax:1-866-433-0064 Payment Terms:N45 Address:6280 South Harl Avenue F.O.B.:Destination City, State, ZIP:Tempe, AZ 85283 Delivery: Quote Email:Colorado@insight.com How To Order/Agreement Prices State agencies are cautioned to obtain necessary OIT approvals prior to use of this price agreement. Per 24-30-1104, 1b and 1h, State Agencies who procure Design/Print/Scanning software must first obtain approval from the Division of Central Services. Insight Public Sector is authorized under the NASPO ValuePoint Software Master Agreement #CTR060025 to provide goods and services in the following categories: Commercial Off the shelf software (COTS) from Software Value-Added Resellers. . ORDERING AND PRICING: Quote email use: Colorado@insight.com; Telephone:800.269.2523; Fax: 866.433.0064. Please note: for all purchase orders issued against this contract, the following must be shown on the PO: Colorado State contact #178266/NASPO NASPO-Arizona Master Price Agreement #CTR060025 Files:application/pdf 11,299 KB Insight Master Agreement ADSPO16-138244.pdf application/pdf 1,352 KB Signed Executed Part Addendum 10 14 16.pdf application/pdf 431 KB CO Executed Amendment Insight Oracle 5.31.17.pdf application/pdf 75 KB 1548858071_Insight SVAR Amendment 2 Fully Executed (2).pdf application/pdf 794 KB Insight Software State of CO executed.pdf application/pdf 2,268 KB 1659157724_Insight Master Agreement.pdf Contract Status:-select- Vendor Insurance Certificate Expiration Dates Workers' Comp:General Liability:Other Insurance:Other Insurance Description: Apr 15, 2017 Apr 15, 2017 Apr 15, 2017 Automobile Liability Files:application/pdf 78 KB COI Insight_Enterprises__Inc.CO.pdf application/pdf 42 KB State of Colorado COI (1) 9.21.17.PDF Additional Attachments Files: Page 862 of 972 Conditions Of Agreement This Agreement results from the following solicitation: Number: Files: Amendments: Amendment Number: Amendment Effective On: Reason For Amendment: Amendment History: Page 863 of 972 CMS # 178266 Contract Number: Page 1 of 30 Version 07.2022 PARTICIPATING ADDENDUM to NASPO ValuePoint Software Value Added Reseller Administered by the State of Arizona with Insight Public Sector, Inc. Master Agreement No. CTR060025 And The State of Colorado Contract # 178266 1.PARTIES AND SCOPE This Participating Addendum, including all of its attached exhibits and other documents incorporated by reference (the “Participating Addendum”), is entered into by and between Insight Public Sector, Inc. (the “Contractor”), and the State of Colorado (the “State”). This Participating Addendum covers participation in the Software Value Added Reseller Master Agreement CTR060025 led by the State of Arizona (the “Master Agreement”), for use by State agencies and other entities located in Colorado which are authorized by law to utilize State contracts with the prior approval of the State Purchasing Director. The specific Goods and Services provided under the Master Agreement are listed in Exhibit C Products and Price List (includes General Software and Microsoft Software) of this agreement. 2.PARTICIPATION Agencies, political subdivisions and other entities (including cooperatives) authorized by the State’s statutes to use State contracts may make purchases under this Participating Addendum as of its Effective Date. Issues of interpretation and eligibility for participation are solely within the authority of the Chief Procurement Officer. 3.STATE MODIFICATIONS TO MASTER AGREEMENT AND APPLICABILITY To the extent not modified by this Participating Addendum and all its exhibits, the Master Agreement and all its terms and conditions shall apply to this Participating Addendum. If any term of this Participating Addendum conflicts with the Master Agreement, then this Participating Addendum shall control for all transactions between the State and the Contractor under this Participating Addendum. All terms defined in the Master Agreement shall have the meaning given to them in the Master Agreement, except for those terms specifically defined differently in this PARTICIPATING ADDENDUM. 4.RESERVED 5.PRIMARY CONTACTS AND PERSONNEL RESPONSIBILITIES The primary contacts for this Participating Addendum are the individuals named in this section. Either Party may change its primary contacts or primary contacts contact information by notice submitted to the other party in writing no later than 5 days following the date on which the change DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 864 of 972 CMS # 178266 Contract Number: Page 2 of 30 Version 07.2022 occurs, without a formal amendment to this Participating Addendum. The Contractor’s primary contact shall be ultimately responsible for ensuring that all Goods are delivered and all Services are completed in accordance with this Participating Addendum. Primary Contact for the State: Primary Contact for the Contractor: Greg Draughon Brittany Dunaway Colorado State Purchasing & Contracts Office Insight Public Sector, Inc 1525 Sherman Street, 3rd Floor 2701 E. Insight Way Denver, CO 80203 Chandler, AZ 85286 303-866-4552 480.366.7029 Gregory.Draughon@state.co.us SLEDcontracts@insight.com Each individual identified in this §5 of the Participating Addendum shall be the primary contact of the designating Party. All notices required or permitted to be given under this Participating Addendum shall be in writing and shall be delivered (A) by hand with receipt required, (B) by certified or registered mail to such Party’s primary contact at the address set forth above or (C) as an email with read receipt requested to the primary contact at the email address, if any, set forth above. If a Party delivers a notice to another through email and the email is undeliverable then, unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party’s primary contact at the address set forth above. Unless otherwise provided in this Participating Addendum, notices shall be effective upon delivery of the written notice. In addition to the primary contact in this section, the Contractor shall also provide an individual who is ultimately responsible for the creation and submission of the quarterly volume report described in Exhibit A of this Participating Addendum. This individual, as named in this section, shall ensure that all required quarterly volume reports are accurate and delivered by the appropriate due date for that quarterly volume report. The Contractor may change this individual or their contact information by notice submitted to the other party in writing no later than 5 days following the date on which the change occurs, without a formal amendment to this Participating Addendum. Individual Responsible for Quarterly Volume Report Creation and Submission: Virginia Mace Insight Public Secor, Inc. 2701 E. Insight Way Chandler, AZ 85286 480.333.3068 SLEDreporting@insight.com 6.SUBCONTRACTORS The Contractor may only use Subcontractors, as defined in Exhibit A. §4, under this Participating Addendum if the State has provided written approval for the Contractor to use that Subcontractor. All such approved Subcontractors authorized in the State of Colorado, as shown on the dedicated Contractor website, are approved to provide sales and service support to the State and any Purchasing Entity in the State. The Contractor’s Subcontractor’s participation shall be in accordance with the terms and conditions set forth in the Master Agreement and this Participating Addendum, as appropriate. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 865 of 972 CMS # 178266 Contract Number: Page 3 of 30 Version 07.2022 7.ORDERS Any Order placed by a Purchasing Entity in the State of Colorado for a Good or Service available under this Participating Addendum shall be deemed to be a sale (and governed by the prices and other terms and conditions) under the Master Agreement and this Participating Addendum unless the parties to the Order agree in writing that another contract or agreement applies to such Order or the terms of that Order control to the extent that they conflict with the terms of the Master Agreement or this Participating Addendum. 8.ORDER OF PRECEDENCE AND ATTACHED EXHIBITS All of the exhibits listed in this section are attached to this Participating Addendum and are incorporated herein by reference. In the event of a conflict or inconsistency between this Participating Addendum and any exhibits or attachment such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: A.Colorado Special Provisions in §20 of Exhibit A, State Specific Terms B.Exhibit E, Safeguarding Requirements for Federal Tax Information, as applicable C.Exhibit D, HIPPA Business Associate Agreement, as applicable D.Exhibit F, Information Technology Provisions E.The provisions of this Participating Addendum F.All other sections of Exhibit A, State Specific Terms G.Exhibit B Statement of Work H.Exhibit C Products and Price List Notwithstanding anything to the contrary herein, the State and Purchasing Entities shall not be subject to any provision incorporated in any terms and conditions appearing on Contractor’s or Subcontractor’s website, any provision incorporated into any click-through or online agreements, or any provisions incorporated into any other document or agreement between the Parties that (i) requires the State to indemnify or hold harmless Contractor or any other party, (ii) is in violation of State law as, regulations, rules, fiscal rules, policies, or other State requirements as deemed solely by the State or (iii) is contrary to any of the provisions incorporated into Exhibit A, §19 or the main body of this Participating Addendum. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 866 of 972 CMS # 178266 Contract Number: Page 4 of 30 Version 07.2022 THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT CONTRACTOR Insight Public Sector, Inc. By: Title: By:______________________________________________ *Signature Date: _________________________ STATE OF COLORADO Jared S. Polis, Governor Department of Personnel & Administration State Purchasing and Contracts Office Tony Gherardini, Executive Director By:______________________________________________ Sherri Maxwell, Chief Procurement Officer, or John Chapman, State Purchasing Manager Date: _________________________ STATE OF COLORADO Governor’s Office of Information Technology In accordance with §24-30-202, C.R.S., if this Contract is for a Major Information Technology Project, this Contract is not valid until signed and dated below by the Chief Information Officer or an authorized delegate. STATE CHIEF INFORMATION OFFICER Anthony Neal-Graves, Chief Information Officer and Executive Director Signed: ___________________________________________ Printed Name: _____________________________________ Title: _____________________________________________ Date: _________________________ ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER §24-30-202 C.R.S. requires the State Controller to approve all State Contracts. This Participating Addendum is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By:___________________________________________ Name: __________________________________________ Date:_____________________ ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER §24-30-202, C.R.S. requires the State Controller to approve all State Contracts. This Participating Addendum is not valid until signed and dated below by the State Controller or an authorized delegate. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 10/10/2022 10/11/2022 10/12/2022 10/12/2022 Page 867 of 972 CMS # 178266 Contract Number: Page 5 of 30 Version 07.2022 PARTICIPATING ADDENDUM EXHIBIT A STATE SPECIFIC TERMS 1. PARTIES AND SCOPE ............................................................................................................ 1 2. PARTICIPATION ..................................................................................................................... 1 3. STATE MODIFICATIONS TO MASTER AGREEMENT AND APPLICABILITY ............. 1 4. RESERVED…………………………………………………………………………………...1 5. PRIMARY CONTACTS AND PERSONNEL RESPONSIBILITIES ..................................... 1 6. SUBCONTRACTORS .............................................................................................................. 2 7. ORDERS .................................................................................................................................... 3 8. ORDER OF PRECEDENCE AND ATTACHED EXHIBITS ................................................. 3 9. AUTHORITY ............................................................................................................................ 5 10. PURPOSE .................................................................................................................................. 5 11. TERM ........................................................................................................................................ 6 12. DEFINITIONS .......................................................................................................................... 7 13. STATEMENT OF WORK ...................................................................................................... 10 14. PAYMENTS TO CONTRACTOR ......................................................................................... 11 15. PAYMENTS TO STATE ........................................................................................................ 12 16. REPORTING – NOTIFICATION ........................................................................................... 13 17. CONTRACTOR RECORDS ................................................................................................... 14 18. CONFIDENTIAL INFORMATION-STATE RECORDS ...................................................... 15 19. CONFLICTS OF INTEREST ................................................................................................ 177 20. INSURANCE .......................................................................................................................... 17 21. BREACH OF CONTRACT .................................................................................................... 19 22. REMEDIES ............................................................................................................................. 20 23. DISPUTE RESOLUTION ....................................................................................................... 21 24. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ........................................ 22 25. OBLIGATIONS AND RIGHTS IN THE EVENT OF TERMINATION OF ORDER OR CONTRACT ............................................................................................................................ 24 26. STATEWIDE CONTRACT MANAGEMENT SYSTEM ..................................................... 24 27. GENERAL PROVISIONS ...................................................................................................... 24 28. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ....................... 27 EXHIBIT B STATEMENT OF WORK .................................................................................... 1 EXHIBIT C PRODUCTS AND PRICE LIST .......................................................................... 1 EXHIBIT D HIPAA BUSINESS ASSOCIATE AGREEMENT .............................................. 1 EXHIBIT E SAFEGUARDING REQUIREMENTS FOR FEDERAL TAX INFO………….1 EXHIBIT F INFORMATION AND TECHNOLOGY SPECIAL PROVISIONS……………1 1. AUTHORITY Authority to enter into this Participating Addendum exists in the Colorado Procurement Code, §24- 102-202, C.R.S. and 1 CCR 101-9 R-24-102-202-01., and its associated rules. 2. PURPOSE The Parties are entering into this Participating Addendum for the Contractor to provide Sotware Value Added Reseller to Purchasing Entities. The Contractor was selected as a result of State DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 868 of 972 CMS # 178266 Contract Number: Page 6 of 30 Version 07.2022 Price Agreement. 3. TERM A. Initial Term - Work Commencement The Parties’ respective performances under this Participating Addendum shall commence on the Effective Date and shall be co-terminus with NASPO ValuePoint Master Agreement CTR060025. Unless this Participating Addendum is terminated earlier, as described herein, or the State cancels its participation as described in the Master Agreement (the “Term”), the term of the Participating Addendum shall follow the Master Agreement initial term and will be automatically extended beyond the initial term if the Master Agreement term is extended (See Section 3.B.). B. Extension of Term If the term of NASPO ValuePoint Master Agreement is extended for any reason, the Term of this Participating Addendum shall be automatically modified to account for that extension, so long as such extension complies with the Colorado Procurement Code. C. End of Term Extension If this Participating Addendum approaches the end of its Initial Term, or any Extension Term then in place, the State, at its discretion, upon written notice to Contractor’s primary contact listed in §5 of the Participating Addendum and in accordance with §5 of this Participating Addendum, may unilaterally extend such Initial Term or Extension Term for a period not to exceed 2 months (an “End of Term Extension”), regardless of whether additional Extension Terms are available or not. The provisions of this Participating Addendum in effect when such notice is given shall remain in effect during the End of Term Extension. The End of Term Extension shall automatically terminate upon execution of a replacement contract or modification extending the total term of this Participating Addendum. D. Order Term Orders may only be placed prior to the expiration or earlier termination of this Participating Addendum, but may have a delivery date or performance period that extends no longer than 120 calendar days following that expiration or earlier termination date. Regardless of whether this Participating Addendum has expired or has been terminated, the Contractor shall comply with all Orders that extend past the expiration or termination, as described in this section, and all requirements of this Participating Addendum necessary to complete outstanding Orders shall survive the expiration or termination of this Participating Addendum until all Orders are complete. E. Early Termination in the Public Interest The State is entering into this Participating Addendum to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. A determination that this Contract should be terminated in the public interest shall not be equivalent to a State right to terminate for convenience. This subsection shall not apply to a termination of this Participating Addendum by the State for breach by Contractor, which shall be governed by §14.A.i. i. Method and Content The State shall notify Contractor of such termination in accordance with §5 of this Participating Addendum. The notice shall specify the effective date of the termination DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 869 of 972 CMS # 178266 Contract Number: Page 7 of 30 Version 07.2022 and whether it affects all or a portion of this Participating Addendum, and shall include, to the extent practicable, the public interest justification for the termination. ii. Obligations and Rights Upon receipt of notice for termination in the public interest, Contractor shall be subject to the rights and obligations set forth in §14.A.i.a. iii. Payments If the State terminates this Participating Addendum in the public interest, the Purchasing Entities shall pay Contractor according to their orders with the Contractor. The sum of any and all payments shall not exceed the maximum amount payable to Contractor under each order. 4. DEFINITIONS The following terms shall be construed and interpreted as follows: A. “Administration Fee” means the fee that is due to the State for the administration of this Participating Addendum, as described in §7. A. of this Exhibit A. B. “Breach of Contract” means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach. C. “Business Day” means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1), C.R.S. D. “Ceiling Price” means the maximum price a Contractor or a Subcontractor may charge for a Good or Service under this Participating Addendum. E. “Chief Procurement Officer” means the individual to whom the Executive Director of the Department of Personnel & Administration has delegated his or her authority pursuant to §24-102-202, C.R.S. to procure or supervise the procurement of all supplies and services needed by the state. F. “CJI” means criminal justice information collected by criminal justice agencies needed for the performance of their authorized functions, including, without limitation, all information defined as criminal justice information by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy, as amended, and all Criminal Justice Records as defined under §24-72-302, C.R.S. G. “Confidential Information” means any and all information that is normally considered confidential in nature, and includes, but is not limited to, all State Records not subject to disclosure under the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S. (“CORA”). H. “Contract” means this Participating Addendum, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 870 of 972 CMS # 178266 Contract Number: Page 8 of 30 Version 07.2022 I. “Contract Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by a Purchasing Entity for Orders placed under this Participating Addendum. J. “CORA” means the Colorado Open Records Act, §§24-72-200.1, et. seq., C.R.S. K. “Effective Date” means the date Contract is signed by the State Controller or their designee. L. “End of Term Extension” means the time period defined in §3. C. of this Exhibit A. M. “Environmentally Preferable Products” means products that have a lesser or reduced adverse effect on human health and the environment when compared with competing products that serve the same purpose, as defined in §24-103-904, C.R.S. N. “Effective Date” means the date on which this Participating Addendum is approved and signed by the Colorado State Controller or designee, as shown on the Signature Page for this Participating Addendum. If this Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), C.R.S., then the Effective Date of this Contract shall be the later of the date on which this Contract is approved and signed by the State’s Chief Information Officer or authorized delegate or the date on which this Contract is approved and signed by the State Controller or authorized delegate, as shown on the Signature Page for this Contract. O. “Exhibits” means the following exhibits attached to this Contract: i. Exhibit A, State Specific Terms. ii. Exhibit B, Statement of Work. iii. Exhibit C, Products and Price List iv. Exhibit D, HIPAA Business Associate Agreement v. Exhibit E, Safeguarding Federal Tax Information vi. Exhibit F, Information Technology Provisions P. “Extension Term” means the time period defined in §3. B. Q. “Goods” means any movable material acquired, produced, or delivered by Contractor as set forth in this Participating Addendum and shall include any movable material acquired, produced, or delivered by Contractor in connection with the Services. R. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et. seq., C.R.S. Incidents include, without limitation (i) successful attempts to gain unauthorized access to a State system or State Information regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State’s knowledge, instruction, or consent. S. “Initial Term” means the time period defined in §3.A of this Exhibit A. T. “Order” means any delivery order, purchase order, contract, agreement or other binding document used by a Purchasing Entity to order the Goods and Services described in this DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 871 of 972 CMS # 178266 Contract Number: Page 9 of 30 Version 07.2022 Participating Addendum from the Contractor, and shall include any modification to such a document. U. “Party” means the State or Contractor, and “Parties” means both the State and Contractor. V. “Purchasing Entity” means any entity or organization that has been authorized by the State to place Orders with the Contractor, and may include, without limitation, agencies of the State, government supported institution of higher education within the State, political subdivisions of the State, authorized non-profit organizations and other authorized entities. W. “PCI” means payment card information including any data related to credit card holders’ names, credit card numbers, or the other credit card information as may be protected by state or federal law. X. “PII” means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of birth, mother‘s maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. PII includes, but is not limited to, all information defined as personally identifiable information in §§24-72-501 and 24-73-101, C.R.S. Y. “PHI” means any protected health information, including, without limitation any information whether oral or recorded in any form or medium: (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. PHI includes, but is not limited to, any information defined as Individually Identifiable Health Information by the federal Health Insurance Portability and Accountability Act. Z. “Services” means the services to be performed by Contractor as set forth in this Participating Addendum, and shall include any services to be rendered by Contractor in connection with the Goods. AA. “State Confidential Information” means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, PCI, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Contractor which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions at the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. BB. “State Fiscal Rules” means that fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13) (a), C.R.S. CC. “State Fiscal Year” means a 12-month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 872 of 972 CMS # 178266 Contract Number: Page 10 of 30 Version 07.2022 DD. “State Records” means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. EE. “Subcontractor” means third-parties, if any, engaged by Contractor pursuant to §18.B. to aid in performance of the Work. The term “Subcontractor” includes, without limitation, any dealers, distributors, partners or resellers engaged by the Contractor to perform the Work. FF. “Tax Information” means federal and State of Colorado tax information including, without limitation, federal and State tax returns, return information, and such other tax-related information as may be protected by federal and State law and regulation. Tax Information includes, but is not limited to all information defined as federal tax information in Internal Revenue Service Publication 1075. GG. “Work” means the Goods delivered and Services performed pursuant to this Contract. HH. “Work Product” means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. “Work Product” does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. Any other term used in this Participating Addendum that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 5. STATEMENT OF WORK Contractor shall complete the Work as described in this Participating Addendum and in accordance with the provisions of Exhibits A, B, C and D, and with any Purchasing Entity’s Order. Contractor personnel shall work cooperatively with State and Purchasing Entity staff to ensure the completion of the Work. A. Ordering and Order Fulfillment i. Ordering a. Contractor shall provide a complete and accurate Internal Revenue Service form W9 to the State prior to accepting an Order from any Purchasing Entity. Upon a request by a Purchasing Entity, Contractor shall provide a complete and accurate Internal Revenue Service form W9 to that Purchasing Entity. b. Each Purchasing Entity may complete an Order in accordance with its own rules and policies, as available to Contractor, using the appropriate documentation for that organization to issue an Order. c. Contractor shall communicate directly with each Purchasing Entity related to that Purchasing Entity’s Orders. d. Contractor shall ensure that all Orders it accepts have the proper information contained in them for Contractor to be able to comply with all reporting requirements of this Exhibit A. e. If Contractor provides for Ordering through an internet-based portal or electronic catalog, Contractor shall maintain all of Contractor’s necessary hardware, DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 873 of 972 CMS # 178266 Contract Number: Page 11 of 30 Version 07.2022 software, backup-capacity and network connections required to operate that internet-based portal or electronic catalog. f. Contractor’s internet-based portal and electronic catalogs shall clearly designate that they are part of this Participating Addendum and shall have a link to the State’s designated web location, as determined by the State. Contractor shall ensure that all Environmentally Preferable Products are clearly listed on internet- based portal and electronic catalogs. g. If Contractor provides an internet-based portal or electronic catalog, Contractor shall also provide paper catalogs or catalogs on other digital media upon request by a Purchasing Entity. h. If Contractor’s catalog will be either hosted on or accessed through the State’s eCommerce system, when available, then Contractor shall comply with all policies, procedures and directions from the State in relation to hosting its catalog on or making its catalog accessible through that system. Contractor shall ensure that all information made available through the State’s eCommerce system is accurate and complies with this Participating Addendum. 6. PAYMENTS TO CONTRACTOR A. Payments Under Orders i. Contractor shall allow the State and Purchasing Entities to use a procurement card or other credit card to make payments under any Order, in addition to any other payment procedure available to the State or Purchasing Entity. ii. The State shall not pay any amount to Contractor under this Participating Addendum unless the State issues an Order, at which time it shall pay Contractor in accordance with that Order. The State shall not be responsible for payment under any Order that is issued by a Purchasing Entity that is not the State, and the Contractor shall seek no payment or other compensation from the State for any Work performed under any Order issued by a Purchasing Entity that is not the State. B. Payment Procedures i. Invoices Contractor shall invoice each Purchasing Entity in accordance with that Purchasing Entity’s Order. Contractor shall not invoice the State under any Order unless the State issued that Order. Contractor shall allow 45 days for the State and Purchasing Entities to pay an invoice following the receipt of the invoice, unless the State or a Purchasing Entity specifically agrees to a shorter time in an Order. State law and regulations provide that State payments made within 45 days are not considered delinquent, and unless otherwise agreed, State Purchasing Entities will pay interest on any unpaid balance beginning on the 45th day at the rate of 1% per month until paid in full; provided, however, that interest shall not accrue on unpaid amounts that are the subject of a good faith dispute regarding the obligation to pay all or a portion of the liability. Contractor shall invoice State Ordering Entities separately for accrued interest on delinquent amounts due. The billing shall reference the delinquent payment, the number of day’s interest to be paid, and the applicable interest rate. (§ 24-30-202(24), C.R.S., as amended.) ii. Payment Disputes DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 874 of 972 CMS # 178266 Contract Number: Page 12 of 30 Version 07.2022 Unless different procedures are specified in an Order, if Contractor disputes any calculation, determination or amount of any payment, Contractor shall notify the Purchasing Entity issuing the Order in writing of its dispute within 30 days following the earlier to occur of Contractor’s receipt of the payment or notification of the determination or calculation of the payment by that Purchasing Entity. The Purchasing Entity will review the information presented by Contractor and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the Purchasing Entity’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the Purchasing Entity has concluded its review, and the Purchasing Entity shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iii. Available Funds-Contingency-Termination of Order Purchasing Entities, except for authorized non-profit entities, are prohibited by law from making commitments beyond the term of the current Purchasing Entity’s Fiscal Year. Payment to Contractor beyond the current Purchasing Entity’s Fiscal Year is contingent on the appropriation and continuing availability of Contract Funds in any subsequent year (See Colorado Special Provision). If federal funds, non-State funds or funds from any other source constitute all or some of the Contract Funds, the Purchasing Entity’s obligation to pay Contractor shall be contingent upon such funding continuing to be made available for payment. Orders under this Participating Addendum shall be made only from Contract Funds, and the Purchasing Entity’s liability for such payments shall be limited to the amount remaining of such Contract Funds. If State, federal or other Purchasing Entity funds are not appropriated, or otherwise become unavailable to fund an Order under this Participating Addendum, the Purchasing Entity may, upon written notice, terminate the Order, in whole or in part, without incurring further liability. The Purchasing Entity shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination of Order. A State Purchasing Entity Order termination shall otherwise be treated as if the Order was terminated in the public interest as described in §3. E. of this Exhibit A. The Purchasing Entity may effect such termination by giving Contractor a written notice of termination, to the Contractor’s primary contact in accordance with §5 of the Participating Addendum, and by paying to Contractor any amounts which are due and have not been paid through the last day of the Fiscal Year for which appropriated funds are available. The Purchasing Entity shall endeavor to give notice of such termination not less than 30 days prior to the day of non-availability of funds, and shall notify Contractor of any anticipated termination. iv. Discount and Delinquency Period Any applicable cash discount period or delinquency period for the amounts shown on an invoice shall begin on the date the Purchasing Entity’s approves of the invoice, or from the date of receipt of acceptable Goods or Services at the specified destination by an authorized Purchasing Entity representative, whichever is later. 7. PAYMENTS TO STATE Administrative Fees DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 875 of 972 CMS # 178266 Contract Number: Page 13 of 30 Version 07.2022 A. Each State Fiscal Year quarter, Contractor shall, using a form as directed by the State, calculate an Administrative Fee equal to 1% of the total sales made under Orders during that State Fiscal Year quarter. Contractor shall pay the State the Administrative Fee for each State Fiscal Year quarter within 45 days following the end of that State Fiscal Year quarter. B. Contractor shall remit all administrative fees to the State’s primary contact identified in §5 of the Participating Addendum and with the payee as “State of Colorado”. 8. REPORTING – NOTIFICATION A. Volume Reporting The State will use a centralized method of tracking volume. Contractor shall provide a quarterly volume report to the State’s primary contact identified in §5 of this Participating Addendum within 30 calendar days following the end of the State Fiscal Year quarter that the report covers. The quarterly volume report shall be submitted in a form as directed by the State, which may be modified by the State from time to time. The quarterly volume report shall contain, at a minimum, all of the following: i. A summary volume report that includes, but is not limited to, all of the following for the quarter that the report covers: a. The total spent by each type of Purchasing Entity under this Participating Addendum. b. The total of the list price of all items purchased by each type of Purchasing Entity under this Participating Addendum. c. The total estimated price savings for each type of Purchasing Entity under this Participating Addendum, calculated as the total list price of all items purchased by each type of Purchasing Entity minus the total spent for that type of Purchasing Entity. d. The total paid through the use of a procurement card or credit card for each Purchasing Entity under this Participating Addendum. e. The total sales of environmentally preferable products, as defined in the State’s Environmentally Preferable Purchasing Policy, for each Purchasing Entity under this Participating Addendum. f. The amount of the total administrative fee due to the State. g. Any additional summary information as requested by the State. ii. A detail report that includes, but is not limited to, all of the following for each sale that occurred during the quarter that the report covers: a. The name of the Purchasing Entity who the sale was made to. b. The date of the sale. c. A listing of each item purchased in the sale, including the name of the item, the quantity of the item, the unit price for the item, the extended price for the item calculated by multiplying the unit price by the quantity, the list price per unit for the item, the extended list price for the item calculated by multiplying the quantity by the list price, and the savings on the item calculated by subtracting the extended cost from the extended list price. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 876 of 972 CMS # 178266 Contract Number: Page 14 of 30 Version 07.2022 d. Any other detail information as requested by the State. B. Additional Operational Reporting Upon request by the State, the Contractor shall provide operational reporting that includes all detailed and summary transaction, historical or payment information related to the State or any of the Participating Entities as requested by the State. The Contractor shall provide all such additional reports within 10 Business Days following the State’s request for that information, unless the State agrees to a longer period of time in writing. C. Environmentally Preferable Product Reporting Upon request by the State, the Contractor shall provide detailed reporting on environmentally preferable products, as defined in the State’s Environmentally Preferable Purchasing Policy, that are purchased or made available under this Participating Addendum. The scope and detail of such reports shall be agreed upon by the State and the Contractor. The Contractor shall provide all such additional reports within 10 Business Days following the State’s request for that information, unless the State agrees to a longer period of time in writing. D. Litigation Reporting If Contractor is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Participating Addendum or may affect Contractor’s ability to perform its obligations under this Participating Addendum, Contractor shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State’s primary contact identified in §5 of the Participating Addendum . E. Performance Outside the State of Colorado or the United States, §24-102-206, C.R.S. To the extent not previously disclosed in accordance with §24-102-206, C.R.S., Contractor shall provide written notice to the State’s primary contact in accordance with §5 of the Participating Addendum and in a form designated by the State, within 20 days following the earlier to occur of Contractor’s decision to perform Services outside of the State of Colorado or the United States, or its execution of an agreement with a Subcontractor to perform Services outside the State of Colorado or the United States. Such notice shall specify the type of Services to be performed outside the State of Colorado or the United States and the reason why it is necessary or advantageous to perform such Services at such location or locations, and such notice shall be a public record. Knowing failure by Contractor to provide notice to the State under this section shall constitute a breach of this Participating Addendum. This section shall not apply if the Participating Addendum Funds include any federal funds. 9. CONTRACTOR RECORDS A. Maintenance Contractor shall maintain a file of all documents, records, communications, notes and other materials relating to the Work (the “Contractor Records”) performed by the Contractor and any Subcontractors, that are required to ensure proper performance of that Work. Contractor shall maintain Contractor Records until the last to occur of: (i) the date 3 years after the date this Participating Addendum expires or is terminated, (ii) final payment under this Participating Addendum is made, (iii) the resolution of any pending Contract matters, or (iv) if an audit is occurring, or Contractor has received notice that an audit is pending, the date such audit is completed and its findings have been resolved (the “Record Retention Period”). DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 877 of 972 CMS # 178266 Contract Number: Page 15 of 30 Version 07.2022 B. Inspection Contractor shall permit the State to audit, inspect, examine, excerpt, copy and transcribe Contractor Records during the Record Retention Period. Contractor shall make Contractor Records available during normal business hours at Contractor’s office or place of business, or at other mutually agreed upon times or locations, upon no fewer than 2 Business Days’ notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. C. Monitoring The State, in its discretion, may monitor Contractor’s performance of its obligations under this Participating Addendum using procedures as determined by the State. The State shall monitor Contractor’s performance in a manner that does not unduly interfere with Contractor’s performance of the Work. D. Final Audit Report Contractor shall promptly submit to the State a copy of any final audit report of an audit performed on Contractor’s records that relates to or affects this Participating Addendum or the Work, whether the audit is conducted by Contractor or a third party. E. Periodic Business Reviews i. The State may schedule periodic business reviews to review Contractor’s performance under this Participating Addendum. ii. Contractor shall ensure personnel assigned to the Participating Addendum are available for these meetings with the State as scheduled by the State. iii. Contractor’s primary contact designated in §5 of this the Participating Addendum shall be available for all regularly scheduled meetings between Contractor and the State, unless the State has granted prior, written approval otherwise. 10. CONFIDENTIAL INFORMATION-STATE RECORDS A. Confidentiality Contractor shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Contractor shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Participating Addendum, permitted by law or approved in Writing by the State. Contractor shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. If Contractor or any of its Subcontractors will or may receive the following types of data, Contractor or its Subcontractors shall provide for the security of such data according to the following: (i) the most recently promulgated IRS Publication 1075 for all Tax Information and in accordance with the Safeguarding Requirements for Federal Tax Information attached to this Contract as an Exhibit, if applicable, (ii) the most recently updated PCI Data Security Standard from the PCI Security Standards Council for all PCI, (iii) the most recently issued version of the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy for all CJI, and (iv) the federal Health Insurance Portability and Accountability Act for all PHI and the HIPAA Business Associate Agreement attached to this Contract , if DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 878 of 972 CMS # 178266 Contract Number: Page 16 of 30 Version 07.2022 applicable. Contractor shall immediately forward any request or demand for State Records to the State’s primary contact as identified in §5 of the Participating Addendum. B. Other Entity Access and Nondisclosure Agreements Contractor may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Participating Addendum. Contractor shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Participating Addendum, and that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Contractor shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions. C. Use, Security, and Retention Contractor shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Contractor shall provide the State with access, subject to Contractor’s reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Participating Addendum, Contractor shall return State Records provided to Contractor or destroy such State Records and certify to the State that it has done so, as directed by the State. If Contractor is prevented by law or regulation from returning or destroying State Confidential Information, Contractor warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Contractor becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Contractor can establish that neither Contractor nor any of Contractor’s agents, employees, assigns or Subcontractors are the cause or source of the Incident, Contractor shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Contractor shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. The State may, in its sole discretion and at Contractor’s sole expense, require Contractor to engage the services of an independent, qualified, State-approved third party to conduct a security audit. Contractor shall provide the State with the results of such audit and evidence of Contractor’s planned remediation in response to any negative findings. E. Data Protection and Handling Contractor shall ensure that all State Records and Work Product in the possession of Contractor or any Subcontractors are protected and handled in accordance with the requirements of this Contract, including the requirements of any Exhibits hereto, at all times. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 879 of 972 CMS # 178266 Contract Number: Page 17 of 30 Version 07.2022 F. Safeguarding PII If Contractor or any of its Subcontractors will or may receive PII under this Contract, Contractor shall provide for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Contractor shall be a “Third-Party Service Provider” as defined in §24-73-103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S. 11. CONFLICTS OF INTEREST A. Actual Conflicts of Interest Contractor shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Contractor under this Participating Addendum. Such a conflict of interest would arise when a Contractor or Subcontractor’s employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Participating Addendum. B. Apparent Conflicts of Interest Contractor acknowledges that, with respect to this Participating Addendum, even the appearance of a conflict of interest shall be harmful to the State’s interests. Absent the State’s prior written approval, Contractor shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Contractor’s obligations under this Participating Addendum. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Contractor is uncertain whether a conflict or the appearance of a conflict has arisen, Contractor shall submit to the State a disclosure statement setting forth the relevant details for the State’s consideration. Failure to promptly submit a disclosure statement or to follow the State’s direction in regard to the actual or apparent conflict constitutes a breach of this Participating Addendum. 12. INSURANCE Contractor shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as specified in this section at all times during the term of this Participating Addendum and until all orders for goods or Services or both have been delivered and accepted, regardless of whether this Participating Addendum has expired or has been terminated. All insurance policies required by this Participating Addendum shall be issued by insurance companies as approved by the State. A. Workers’ Compensation Workers’ Compensation insurance as required by state statute, and employers’ liability insurance covering all Contractor or Subcontractor employees acting within the course and scope of their employment. Insurance must stay in place and in effect even if the contract terms expires, until all product or terms of the contract are completed and satisfied up to 120 days after contract term expires. B. General Liability DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 880 of 972 CMS # 178266 Contract Number: Page 18 of 30 Version 07.2022 Commercial general liability insurance covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: i. $1,000,000 each occurrence; ii. $2,000,000 general aggregate; iii. $1,000,000 products and completed operations aggregate; and iv. $50,000 any 1 fire. C. Automobile Liability Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of $1,000,000 each accident combined single limit. D. Cyber/Network Security and Privacy Liability Liability insurance covering civil, regulatory, and statutory damages, contractual damages, data breach management exposure, and any loss of income or extra expense as a result of actual or alleged breach, violation or infringement of right to privacy, consumer data protection law, confidentiality or other legal protection for personal information, as well as State Confidential Information with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $2,000,000 general aggregate. E. Protected Information Liability insurance covering all loss of State Confidential Information, such as PII, PCI, PHI, Tax Information, and CJI, and claims based on alleged violations of privacy rights through improper use or disclosure of protected information with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $2,000,000 general aggregate. F. Professional Liability Insurance Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. G. Crime Insurance Crime insurance including employee dishonesty coverage with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. H. Additional Insured The State shall be named as additional insured on all commercial general liability policies (leases and construction contracts require additional insured coverage for completed operations) required of Contractor and Subcontractors. I. Primacy of Coverage DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 881 of 972 CMS # 178266 Contract Number: Page 19 of 30 Version 07.2022 Coverage required of Contractor and each Subcontractor shall be primary and noncontributory over any insurance or self-insurance program carried by Contractor or the State. J. Cancellation The above insurance policies shall include provisions preventing cancellation or non- renewal, except for cancellation based on non-payment of premiums, without at least 30 days prior notice to Contractor and Contractor shall forward such notice to the State in accordance with §5 of the Participating Addendum within 7 days of Contractor’s receipt of such notice. K. Subrogation Waiver All insurance policies secured or maintained by Contractor or its Subcontractors in relation to this Participating Addendum shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Contractor or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. L. Public Entities If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §§24-10-101, et seq., C.R.S. (the “GIA”), Contractor shall maintain, in lieu of the liability insurance requirements stated above, at all times during the term of this Participating Addendum such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Contractor shall ensure that the Subcontractor maintain at all times during the terms of this Participating Addendum, in lieu of the liability insurance requirements stated above, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor’s obligations under the GIA. M. Certificates Contractor shall provide to the State certificates evidencing Contractor’s insurance coverage required in this Participating Addendum within 7 Business Days following the Effective Date. Contractor shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Participating Addendum within 7 Business Days following the Effective Date, except that, if Contractor’s subcontract is not in effect as of the Effective Date, Contractor shall provide to the State certificates showing Subcontractor insurance coverage required under this Participating Addendum within 7 Business Days following Contractor’s execution of the subcontract. No later than 15 days before the expiration date of Contractor’s or any Subcontractor’s coverage, Contractor shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Participating Addendum, upon request by the State, Contractor shall, within 7 Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this §12. 13. BREACH OF CONTRACT In the event of a Breach of Contract, the aggrieved Party shall give written notice of breach to the other Party. If the notified Party does not cure the Breach of Contract, at its sole expense, within 30 days after the delivery of written notice, the Party may exercise any of the remedies as described in §14 for that Party. Notwithstanding any provision of this Participating Addendum to the contrary, the State, in its discretion in order to protect the public interest of the State, need not provide notice or a cure period and may immediately DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 882 of 972 CMS # 178266 Contract Number: Page 20 of 30 Version 07.2022 terminate this Participating Addendum in whole or in part or institute any other remedy in this Participating Addendum; or if Contractor is debarred or suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or cure period and may terminate this Contract in whole or in part or institute any other remedy in this Contract as of the date that the debarment or suspension takes effect. 14. REMEDIES A. State’s Remedies If Contractor is in breach under any provision of this Participating Addendum and fails to cure such breach, the State, following the notice and cure period set forth in §13, shall have all of the remedies listed in this section in addition to all other remedies set forth in this Participating Addendum or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach In the event of Contractor’s uncured breach, the State may terminate this entire Participating Addendum or any part of this Participating Addendum. Contractor shall continue performance of this Participating Addendum to the extent not terminated, if any. If after termination by the State, the State agrees that Contractor was not in breach or that Contractor's action or inaction was excusable, such termination shall be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if this Participating Addendum had been terminated in the public interest under §3. E. ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Suspend Contractor’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Contractor shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and neither the State nor any Purchasing Entity shall be liable for costs incurred by Contractor after the suspension of performance. b. Removal Demand immediate removal of any of Contractor’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Participating Addendum is deemed by the State to be contrary to the public interest or the State’s best interest. c. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 883 of 972 CMS # 178266 Contract Number: Page 21 of 30 Version 07.2022 intellectual property right, Contractor shall, at the option of and as approved by the State or Purchasing Entity (i) secure that right to use such Work for the State, Purchasing Entity and Contractor; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the Purchasing Entity. B. Contractor’s Remedies If the State is in breach of any provision of this Participating Addendum and does not cure such breach, Contractor, following the notice and cure period in §13 and the dispute resolution process in §15 shall have all remedies available at law and equity. If a Purchasing Entity is in breach of a provision of an Order, Contractor shall have all remedies available to it under that Order and available at law and equity. C. Purchasing Entity’s Remedies i. If Contractor is in breach under any provision of an Order by a Purchasing Entity, the Purchasing Entity shall have all of the remedies listed in that Order, all remedies listed in §14. A. ii above, all remedies listed here in §14.C and all other remedies available by law or equity. The Purchasing Entity may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. ii. If a Purchasing Entity gives Contractor notice of breach or terminates an Order because of Contractor’s breach of that Order, Contractor shall provide notice to the State of that breach or termination within 5 Business Days following Contractor’s receipt of that notice of breach or termination. iii. Payments and Damages a. Notwithstanding anything to the contrary, Purchasing Entities shall only pay Contractor for accepted Work received as of the date of termination. A Purchasing Entity may withhold any amount that may be due Contractor as the Purchasing Entity deems necessary until Contractor corrects its Work or to protect itself against loss including, without limitation, loss as a result of outstanding liens and costs incurred by the Purchasing Entity in procuring from third parties replacement Work as cover. b. Notwithstanding any other remedial action by the State, Contractor shall remain liable to the State or appropriate Purchasing Entity for any damages sustained by the State or Purchasing Entity in connection with any breach by Contractor, and the Purchasing Entity may withhold payment to Contractor for the purpose of mitigating the Purchasing Entity’s damages. A Purchasing Entity may deny payment to Contractor for Work not performed, or that due to Contractor’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. 15. DISPUTE RESOLUTION A. Order Disputes, Termination and Resolution i. If a dispute related to an Order arises between Contractor and a Purchasing Entity, Contractor shall meet with the Purchasing Entity to attempt to resolve the issue. If DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 884 of 972 CMS # 178266 Contract Number: Page 22 of 30 Version 07.2022 Contractor is unable to resolve the issue with the Purchasing Entity, then Contractor may request assistance from the State by submitting a request in writing, which includes the pertinent information about the dispute and the assistance sought by Contractor, in accordance with §5 of the Participating Addendum. Nothing in this section shall be interpreted as limiting the rights or obligations of Contractor, the State or any Purchasing Entity under this Contract of any Order. ii. A Purchasing Entity may terminate an Order if it determines that Contractor was in breach of that Order. Termination of an Order shall not terminate any other Order or this Participating Addendum. iii. If a Purchasing Entity gives Contractor notice of breach or terminates an Order because of Contractor’s breach of that Order, Contractor shall provide notice to the State of that breach or termination within 5 Business Days following Contractor’s receipt of that notice of breach or termination. B. Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Participating Addendum which cannot be resolved by the designated Participating Addendum primary contacts, as identified in §5 of the Participating Addendum, or through a dispute on an Order shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Contractor for resolution. C. Resolution of Controversies arising under this Participating Addendum If the initial resolution described in §15.B. fails to resolve the dispute within ten (10) Business Days, Contractor shall submit any alleged breach of this Participating Addendum by the State to the Procurement Official of the State Purchasing and Contracts Office as described in in §24- 102-202(3), C.R.S. for resolution in accordance with the provisions of §§24-109-101.1 through 24-109-505, C.R.S., (the “Resolution Statutes”), except that if Contractor wishes to challenge any decision rendered by the Procurement Official, Contractor’s challenge shall be an appeal to the Executive Director of the Department of Personnel and Administration, or their delegate, under the Resolution Statutes before Contractor pursues any further action as permitted by such statutes. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations. 16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product Contractor assigns to the Purchasing Entity and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product under an Order. Whether or not Contractor is under contract with the State at the time, Contractor shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the Purchasing Entity to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. To the extent that Work Product would fall under the definition of “works made for hire” under 17 U.S.C.S. §101, the parties intend the Work Product to be a work made for hire. i. Copyrights DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 885 of 972 CMS # 178266 Contract Number: Page 23 of 30 Version 07.2022 To the extent that the Work Product (or any portion of the Work Product) would not be considered works made for hire under applicable law, Contractor hereby assigns to the Purchasing Entity, the entire right, title, and interest in and to copyrights in all Work Product and all works based upon, derived from, or incorporating the Work Product; all copyright applications, registrations, extensions, or renewals relating to all Work Product and all works based upon, derived from, or incorporating the Work Product; and all moral rights or similar rights with respect to the Work Product throughout the world. To the extent that Contractor cannot make any of the assignments required by this section, Contractor hereby grants to the Purchasing Entity a perpetual, irrevocable, royalty-free license to use, modify, copy, publish, display, perform, transfer, distribute, sell, and create derivative works of the Work Product created under that Purchasing Entity’s Order and all works based upon, derived from, or incorporating the Work Product by all means and methods and in any format now known or invented in the future. The Purchasing Entity may assign and license its rights under this license. ii. Patents In addition, Contractor grants to the Purchasing Entity (and to recipients of Work Product distributed by or on behalf of the State) a perpetual, worldwide, no-charge, royalty-free, irrevocable patent license to make, have made, use, distribute, sell, offer for sale, import, transfer, and otherwise utilize, operate, modify and propagate the contents of the Work Product created under an Order. Such license applies only to those patent claims licensable by Contractor that are necessarily infringed by the Work Product alone, or by the combination of the Work Product with anything else used by the Purchasing Entity. B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Participating Addendum, any pre- existing State Records, State software, research, reports, studies, photographs, negatives or other documents, drawings, models, materials, data and information shall be the exclusive property of the State (collectively, “State Materials”). Contractor shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of Contractor’s obligations in this Participating Addendum without the prior written consent of the State. Upon termination of this Participating Addendum for any reason, Contractor shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. C. Exclusive Property of Contractor Contractor retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or licensed to Contractor including, but not limited to, all pre-existing software, licensed products, associated source code, machine code, text images, audio and/or video, and third-party materials, delivered by Contractor under the Contract, whether incorporated in a Deliverable or necessary to use a Deliverable (collectively, “Contractor Property”). Contractor Property shall be licensed to the State as set forth in this Contract or a State approved license agreement: (i) entered into as exhibits to this Contract; (ii) obtained DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 886 of 972 CMS # 178266 Contract Number: Page 24 of 30 Version 07.2022 by the State from the applicable third-party vendor; or (iii) in the case of open source software, the license terms set forth in the applicable open source license agreement. 17. OBLIGATIONS AND RIGHTS IN THE EVENT OF TERMINATION OF ORDER OR CONTRACT To the extent specified in any termination notice, Contractor shall not incur further obligations or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Contractor shall complete and deliver to Purchasing Entities all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Participating Addendum’s terms. At the request of the State, Contractor shall assign to the appropriate Purchasing Entity all of Contractor's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Contractor shall take timely, reasonable and necessary action to protect and preserve property in the possession of Contractor in which the appropriate Purchasing Entity has an interest. At the State or Purchasing Entity’s request, Contractor shall return materials owned by the Purchasing Entity that Contractor possesses at the time of any termination. Contractor shall deliver all completed Work Product to the appropriate Purchasing Entity at the State or Purchasing Entity’s request. 18. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Contractor under this Contract is $100,000 or greater, either on the Effective Date or at any time thereafter, this section shall apply. Contractor agrees to be governed by and comply with the provisions of §§24-102-206, 24-106-103, 24-106-106, and 24- 106-107, C.R.S. regarding the monitoring of vendor performance and the reporting of contract information in the State’s contract management system (“Contract Management System” or “CMS”). Contractor’s performance shall be subject to evaluation and review in accordance with the terms and conditions of this Contract, Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies. 19. GENERAL PROVISIONS A. Assignment Contractor’s rights and obligations under this Participating Addendum are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Contractor’s rights and obligations approved by the State shall be subject to the provisions of this Participating Addendum. B. Subcontracts Contractor shall not enter into any subcontract in connection with its obligations under this Contract without the prior, written approval of the State. Contractor shall submit to the State a copy of each subcontract upon request by the State. All subcontracts entered into by Contractor in connection with this Participating Addendum shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Participating Addendum. C. Binding Effect Except as otherwise provided in §19.A., all provisions of this Participating Addendum, including the benefits and burdens, shall extend to and be binding upon the Parties’ respective successors and assigns. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 887 of 972 CMS # 178266 Contract Number: Page 25 of 30 Version 07.2022 D. Authority Each Party represents and warrants to the other that the execution and delivery of this Participating Addendum and the performance of such Party’s obligations have been duly authorized. E. Captions and References The captions and headings in this Participating Addendum are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Participating Addendum to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. F. Counterparts This Participating Addendum may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G. Entire Understanding This Participating Addendum represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Participating Addendum. Prior or contemporaneous additions, deletions, or other changes to this Participating Addendum shall not have any force or effect whatsoever, unless embodied herein. H. Digital Signatures If any signatory signs this agreement using a digital signature in accordance with the Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Contract by reference. I. Modification Except as otherwise provided in this Participating Addendum, any modification to this Participating Addendum shall only be effective if agreed to in a formal amendment to this Participating Addendum, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Participating Addendum, other than contract amendments, shall conform to the policies issued by the Colorado State Controller. J. Statutes, Regulations, Fiscal Rules, and Other Authority. Any reference in this Participating Addendum to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Participating Addendum. K. Severability The invalidity or unenforceability of any provision of this Participating Addendum shall not affect the validity or enforceability of any other provision of this Participating Addendum, which shall remain in full force and effect, provided that the Parties can continue to perform DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 888 of 972 CMS # 178266 Contract Number: Page 26 of 30 Version 07.2022 their obligations under this Participating Addendum in accordance with the intent of this Participating Addendum. L. Survival of Certain Contract Terms Any provision of this Participating Addendum that imposes an obligation on the Contractor or a Purchasing Entity after termination or expiration of this Participating Addendum shall survive the termination or expiration of this Participating Addendum and shall be enforceable by the other Party. M. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the State imposes such taxes on Contractor. Contractor shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Contractor may wish to have in place in connection with this Participating Addendum. Contractor shall honor any tax exemption that any Purchasing Entity has, and shall not charge any Purchasing Entity any excise, sales, or use taxes from which that Purchasing Entity is exempt. N. Third Party Beneficiaries Except for a Purchasing Entity and/or the Parties’ respective successors and assigns described in §19.A, this Participating Addendum does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Participating Addendum and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Participating Addendum are incidental to this Participating Addendum, and do not create any rights for such third parties. O. Waiver A Party’s failure or delay in exercising any right, power, or privilege under this Participating Addendum, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. P. CORA Disclosure To the extent not prohibited by federal law, this Participating Addendum and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA. Q. Standard and Manner of Performance Contractor shall perform its obligations under this Participating Addendum in accordance with the highest standards of care, skill and diligence in Contractor’s industry, trade, or profession. R. Licenses, Permits, and Other Authorizations. Contractor shall secure, prior to the Effective Date, and maintain at all times during the term of this Participating Addendum, at its sole expense, all licenses, certifications, permits, and DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 889 of 972 CMS # 178266 Contract Number: Page 27 of 30 Version 07.2022 other authorizations required to perform its obligations under this Participating Addendum, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or subcontract, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Participating Addendum. S. Indemnification i. General Indemnification Contractor shall indemnify, save, and hold harmless the State, its employees, agents and assignees (the “Indemnified Parties”), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to any act or omission by Contractor, or its employees, agents, Subcontractors, or assignees in connection with this Participating Addendum. ii. Confidential Information Indemnification Disclosure or use of State Confidential Information by Contractor in violation of §10 may be cause for legal action by third parties against Contractor, the State, or their respective agents. Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all claims, damages, liabilities, losses, costs, expenses (including attorneys’ fees and costs) incurred by the State in relation to any act or omission by Contractor, or its employees, agents, assigns, or Subcontractors in violation of §10. iii. Intellectual Property Indemnification Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, and other amounts (including attorneys’ fees and costs) incurred by the Indemnified Parties in relation to any claim that any Work infringes a patent, copyright, trademark, trade secret, or any other intellectual property right. 20. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all contracts except where noted in italics. A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If this Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), then this Contract shall not be valid until it has been approved by the State’s Chief Information Officer or designee. B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. GOVERNMENTAL IMMUNITY. Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 890 of 972 CMS # 178266 Contract Number: Page 28 of 30 Version 07.2022 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. INDEPENDENT CONTRACTOR Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State. Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Contractor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Contractor shall pay when due all applicable employment taxes, income taxes and local head taxes incurred pursuant to this Contract. Contractor shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Contractor shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW, JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Contract that requires the State to indemnify or hold Contractor harmless; requires the State to agree to binding arbitration; limits Contractor’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any provision of §24-106-109 C.R.S. Any term included in this Contract that limits Contractor’s liability that is not void under this section shall apply only in excess of any insurance to be maintained under this Contract, and no insurance policy shall be interpreted as being subject to any limitations of liability of this Contract. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Contract, including, without limitation, immediate DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 891 of 972 CMS # 178266 Contract Number: Page 29 of 30 Version 07.2022 termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor’s services and Contractor shall not employ any person having such known interests. J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30- 202.4, C.R.S. [Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action. The State may also recover, at the State’s discretion, payments made to Contractor in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Contractor by deduction from subsequent payments under this Contract, deduction from any payment due under any other contracts, grants or agreements between the State and Contractor, or by any other appropriate method for collecting debts owed to the State. K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S. [Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services] Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Contract, through participation in the E-Verify Program or the State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract or enter into a contract with a Subcontractor that fails to certify to Contractor that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. Contractor (i) shall not use E-Verify Program or the program procedures of the Colorado Department of Labor and Employment (“Department Program”) to undertake pre-employment screening of job applicants while this Contract is being performed, (ii) shall notify the Subcontractor and the contracting State agency or institution of higher education within 3 days if Contractor has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Contract, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within 3 days of receiving the notice, and (iv) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If Contractor participates in DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 892 of 972 CMS # 178266 Contract Number: Page 30 of 30 Version 07.2022 the Department program, Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State agency, institution of higher education or political subdivision may terminate this Contract for breach and, if so terminated, Contractor shall be liable for damages. L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S. Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that Contractor (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101, et seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103, C.R.S. prior to the Effective Date of this Contract. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 893 of 972 CMS # 178266 Exhibit B Page 1 EXHIBIT B STATEMENT OF WORK 1. GOODS AND/OR SERVICES For a description of what the Participating Addendum will provide please reference Exhibit C pricing list. This agreement is only for items within the General Software Category and the Microsoft Category. Oracle items are excluded from this agreement. A. Delivery of Goods and Performance of Services i. Contractor shall provide all Goods and perform all Services described in each Order. ii. Unless specifically agreed to otherwise in an Order, Contractor shall deliver all Goods under an Order in good, working and undamaged condition. All Goods shall be free on board (“F.O.B.”) destination to the location specified in the Order. iii. If a good in an Order is out of stock, Contractor may only provide a substitute good if it has notified the Purchasing Entity for that Order, in writing, that the good is out of stock and has received the Purchasing Entity’s approval to provide the substitute good. Purchasing Entities may request additional information comparing the substitute good with the original good in the Purchasing Entity’s sole discretion. B. Additional Terms Any additional terms and conditions on any invoice, statement, Contractor time sheet, website, electronic license or use agreement or any other form, including, without limitation, terms regarding indemnification, limitation of liability, cancellation fees, choice of law and binding arbitration shall be void and unenforceable except to the extent that they are specifically included in this Participating Addendum or an Order. The signature of any employee of a Purchasing Entity on any such form shall be effective to establish receipt of Goods or completion of Services and shall not make any term of that form enforceable. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 894 of 972 CMS # 178266 Exhibit C Page 1 EXHIBIT C PRODUCTS AND PRICE LIST 1. Contractor has been awarded the following categories: • SOFTWARE VALUE ADDED RESELLER 2. The products and price list is located on the Contractor’s dedicated State website, hosted and maintained by the Contractor, and is incorporated into this Participating Addendum by reference. Changes in product and pricing must be approved by the lead state and shall be effective when published on the dedicated state website. HTTPS://WWW.IPS.INSIGHT.COM/NASPOSVAR2022 3. Pricing A. Price Lists The State may publish any pricing information under this Participating Addendum, including, without limitation the pricing information shown in this Exhibit C, Products and Price List, on the State’s website and any other website as the State determines is necessary or efficient to facilitate the use of this Participating Addendum by Purchasing Entities. B. Price Decreases and Ceiling Prices The prices listed in this Exhibit C are Ceiling Prices, and Contractor may offer lower prices to Purchasing Entities, and Purchasing Entities may negotiate lower prices with Contractor, without the review or approval of the State. Contractor shall not allow a Subcontractor to charge an amount greater than the Ceiling Price for any Order. C. Environmentally Preferable Purchasing i. Contractor shall provide training regarding the environmentally preferable products, as defined in the State’s Environmentally Preferable Purchasing Policy, that are purchased or made available under this Participating Addendum. This training shall be provided at no additional cost, unless otherwise agreed upon by the Parties, and shall be presented at a time and in a manner as agreed upon by the Parties. ii. The State reserves the right to request additional provisions and requirements to ensure this Participating Addendum is in compliance with all State regulations and policies, including all sustainable purchasing and environmentally preferable purchasing policies or executive orders. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 895 of 972 PUBLISHERS Tier I Publishers (Key Itemized Publishers) ADOBE CA TECHNOLOGIES (acquired by Broadcom) CISCO COMMVAULT IBM RED HAT SPLUNK TABLEAU VEEAM VMWARE Tier II Publishers (Other Itemized Publishers) AUTODESK BARRACUDA NETWORKS BMC SOFTWARE CHECK POINT SOFTWARE CHERWELL CITRIX CHATSWORTH PRODUCTS (CPI) CROWDSTRIKE DELL DELPHIX DOCUSIGN DYNATRACE FORCEPOINT FORTINET GOOGLE INFORMATICA IVANTI KNOWBE4 MCAFEE MICRO FOCUS MULESOFT NETMOTION OKTA OPENTEXT PROGRESS SOFTWARE PROOFPOINT QUEST SOFTWARE RAPID7 RSA SECURITY SALESFORCE SAP SOLARWINDS SOPHOS SPILLMAN (acquired by Motorola Solutions) SYMANTEC (acquired by Broadcom) TENABLE TREND MICRO VARONIS VERITAS ZOHO Non-itemized Publishers All other publishers 2.50% 2.50% 2.25% 2.50% 4.75% 2.50% 2.50% 2.25% 2.50% 2.50% 2.50% 2.50% 2.50% 2.50% 2.50% 2.25% 2.50% 2.50% 2.50% 2.25% 2.25% 2.50% 2.50% 2.50% 2.25% 2.50% 2.25% 2.50% 2.25% 2.50% 2.50% 2.50% 2.25% 2.50% 2.25% 2.25% 2.25% 2.25% 2.25% 2.25% 2.50% 1.95% INSIGHT PUBLIC SECTOR NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER (SVAR) STATE OF COLORADO CONTRACT #178266 ALL PUBLISHERS EXCEPT MICROSOFT AND ORACLE MAXIMUM MARKUP ON RESELLER'S INVOICED COST 2.00% 2.00% 1.95% 1.95% 2.00% 1.95% 2.00% 2.00% 1.95% DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 896 of 972 INSIGHT PUBLIC SECTOR NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER (SVAR) STATE OF COLORADO CONTRACT #178266 ALL PUBLISHERS EXCEPT MICROSOFT AND ORACLE RESELLER SERVICES Asset management Solutions architect Senior solutions architect Program engagement manager Project leader Project manager Senior project manager All other in-scope reseller services (Connected Workforce / Cloud + Data Center Transformation) OPTIONAL SERVICES Digital Innovation: UX/Visual/Product Creative Director Principal Designer Associate Creative Director Design Manager Product Manager Senior Designer Senior Business Analyst Designer Business Analyst Associate Designer Associate Business Analyst Digital Innovation: PM Services Manager Program Manager Project Manager Project Coordinator Digital Innovation: Technology Principal/Chief Architect Senior Architect Managing Architect Architect Senior Software Engineer Software Engineer Associate Software Engineer $300.00 $275.00 $250.00 $225.00 $190.00 $300.00 $250.00 $250.00 $225.00 $225.00 $190.00 $190.00 $325.00 $250.00 $225.00 $190.00 $325.00 $275.00 HOURLY RATE $209.00 $220.00 $284.00 $325.00 $300.00 $300.00 $275.00 $127.00 HOURLY RATE $200.00 $209.00 $265.00 $232.00 DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 897 of 972 SUBCATEGORY Itemized Microsoft Offerings EMS E5, G1, G2, G3, G5, Govt E4, Advanced Threat Protection, Power BI, Exchange Online, Kiosk F3 Now, Dynamics, PowerApps, Project Online, Azure All Other Microsoft Offerings SaaS On-Premise Resold In-scope Professional Services Ongoing maintenance & support services not included in software license agreement Deployment services Architectural design services Training deployment services All other resold in-scope professional services IN-SCOPE RESELLER SERVICES Asset management Solutions architect Senior solutions architect Program engagement manager Project leader Project manager Senior project manager All other in-scope reseller services (Connected Workforce / Cloud + Data Center Transformation) OPTIONAL SERVICES Cloud Solution Provider (CSP) Program OPTIONAL SERVICES Digital Innovation: UX/Visual/Product Creative Director Principal Designer Associate Creative Director Design Manager Product Manager Senior Designer Senior Business Analyst Designer Business Analyst Associate Designer Associate Business Analyst Digital Innovation: PM Services Manager Program Manager Project Manager Project Coordinator Digital Innovation: Technology Principal/Chief Architect Senior Architect Managing Architect Architect Senior Software Engineer Software Engineer Associate Software Engineer $300.00 $275.00 $250.00 $225.00 $190.00 $300.00 $250.00 $250.00 $225.00 $225.00 $190.00 $190.00 $325.00 $250.00 $225.00 $190.00 $325.00 $275.00 MAXIMUM MARKUP ON 16.00% HOURLY RATE $325.00 $300.00 $300.00 $275.00 $209.00 $220.00 $284.00 $200.00 $209.00 $265.00 $232.00 $127.00 INSIGHT PUBLIC SECTOR NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER (SVAR) STATE OF COLORADO CONTRACT #178266 MICROSOFT MAXIMUM MARKUP ON RESELLER'S INVOICED COST 1.65% HOURLY RATE 1.65% 1.65% 1.65% 1.65% 1.65% 1.65% 1.65% DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 898 of 972 CMS # 178266 Page 1 of 8 EXHIBIT D – HIPAA BUSINESS ASSOCIATE AGREEMENT This HIPAA Business Associate Agreement (“Agreement”) between the State and Contractor is agreed to in connection with, and as an exhibit to, the Contract. For purposes of this Agreement, the State is referred to as “Covered Entity” and the Contractor is referred to as “Business Associate”. Unless the context clearly requires a distinction between the Contract and this Agreement, all references to “Contract” shall include this Agreement. 1. PURPOSE Covered Entity wishes to disclose information to Business Associate, which may include Protected Health Information ("PHI"). The Parties intend to protect the privacy and security of the disclosed PHI in compliance with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Pub. L. No. 104-191 (1996) as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) enacted under the American Recovery and Reinvestment Act of 2009 (“ARRA”) Pub. L. No. 111–5 (2009), implementing regulations promulgated by the U.S. Department of Health and Human Services at 45 C.F.R. Parts 160, 162 and 164 (the “HIPAA Rules”) and other applicable laws, as amended. Prior to the disclosure of PHI, Covered Entity is required to enter into an agreement with Business Associate containing specific requirements as set forth in, but not limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of the Code of Federal Regulations (“C.F.R.”) and all other applicable laws and regulations, all as may be amended. 2. DEFINITIONS The following terms used in this Agreement shall have the same meanings as in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required by Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. The following terms used in this Agreement shall have the meanings set forth below: a. Business Associate. “Business Associate” shall have the same meaning as the term “business associate” at 45 C.F.R. 160.103, and shall refer to Contractor. b. Covered Entity. “Covered Entity” shall have the same meaning as the term “covered entity” at 45 C.F.R. 160.103, and shall refer to the State. c. Information Technology and Information Security. “Information Technology” and “Information Security” shall have the same meanings as the terms “information technology” and “information security”, respectively, in §24-37.5-102, C.R.S. Capitalized terms used herein and not otherwise defined herein or in the HIPAA Rules shall have the meanings ascribed to them in the Contract. 3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE d. Permitted Uses and Disclosures. i. Business Associate shall use and disclose PHI only to accomplish Business Associate’s obligations under the Contract. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 899 of 972 CMS # 178266 Page 2 of 8 ii. To the extent Business Associate carries out one or more of Covered Entity’s obligations under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with any and all requirements of Subpart E that apply to Covered Entity in the performance of such obligation. iii. Business Associate may disclose PHI to carry out the legal responsibilities of Business Associate, provided, that the disclosure is Required by Law or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that: A. the information will remain confidential and will be used or disclosed only as Required by Law or for the purpose for which Business Associate originally disclosed the information to that person, and; B. the person notifies Business Associate of any Breach involving PHI of which it is aware. iv. Business Associate may provide Data Aggregation services relating to the Health Care Operations of Covered Entity. Business Associate may de-identify any or all PHI created or received by Business Associate under this Agreement, provided the de-identification conforms to the requirements of the HIPAA Rules. e. Minimum Necessary. Business Associate, its Subcontractors and agents, shall access, use, and disclose only the minimum amount of PHI necessary to accomplish the objectives of the Contract, in accordance with the Minimum Necessary Requirements of the HIPAA Rules including, but not limited to, 45 C.F.R. 164.502(b) and 164.514(d). f. Impermissible Uses and Disclosures. i. Business Associate shall not disclose the PHI of Covered Entity to another covered entity without the written authorization of Covered Entity. ii. Business Associate shall not share, use, disclose or make available any Covered Entity PHI in any form via any medium with or to any person or entity beyond the boundaries or jurisdiction of the United States without express written authorization from Covered Entity. g. Business Associate's Subcontractors. i. Business Associate shall, in accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any Subcontractors who create, receive, maintain, or transmit PHI on behalf of Business Associate agree in writing to the same restrictions, conditions, and requirements that apply to Business Associate with respect to safeguarding PHI. ii. Business Associate shall provide to Covered Entity, on Covered Entity’s request, a list of Subcontractors who have entered into any such agreement with Business Associate. iii. Business Associate shall provide to Covered Entity, on Covered Entity’s request, copies of any such agreements Business Associate has entered into with Subcontractors. h. Access to System. If Business Associate needs access to a Covered Entity Information Technology system to comply with its obligations under the Contract or this Agreement, Business Associate shall request, review, and comply with any and all policies applicable to Covered Entity regarding such DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 900 of 972 CMS # 178266 Page 3 of 8 system including, but not limited to, any policies promulgated by the Office of Information Technology and available at http://oit.state.co.us/about/policies. i. Access to PHI. Business Associate shall, within ten days of receiving a written request from Covered Entity, make available PHI in a Designated Record Set to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. 164.524. j. Amendment of PHI. i. Business Associate shall within ten days of receiving a written request from Covered Entity make any amendment to PHI in a Designated Record Set as directed by or agreed to by Covered Entity pursuant to 45 C.F.R. 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. 164.526. ii. Business Associate shall promptly forward to Covered Entity any request for amendment of PHI that Business Associate receives directly from an Individual. k. Accounting Rights. Business Associate shall, within ten days of receiving a written request from Covered Entity, maintain and make available to Covered Entity the information necessary for Covered Entity to satisfy its obligations to provide an accounting of Disclosure under 45 C.F.R. 164.528. l. Restrictions and Confidential Communications. i. Business Associate shall restrict the Use or Disclosure of an Individual’s PHI within ten days of notice from Covered Entity of: (1) a restriction on Use or Disclosure of PHI pursuant to 45 C.F.R. 164.522; or (2) a request for confidential communication of PHI pursuant to 45 C.F.R. 164.522. ii. Business Associate shall not respond directly to an Individual’s requests to restrict the Use or Disclosure of PHI or to send all communication of PHI to an alternate address. iii. Business Associate shall refer such requests to Covered Entity so that Covered Entity can coordinate and prepare a timely response to the requesting Individual and provide direction to Business Associate. m. Governmental Access to Records. Business Associate shall make its facilities, internal practices, books, records, and other sources of information, including PHI, available to the Secretary for purposes of determining compliance with the HIPAA Rules in accordance with 45 C.F.R. 160.310. n. Audit, Inspection and Enforcement. i. Business Associate shall obtain and update at least annually a written assessment performed by an independent third party reasonably acceptable to Covered Entity, which evaluates the Information Security of the applications, infrastructure, and processes that interact with the Covered Entity data Business Associate receives, manipulates, stores and distributes. Upon request by Covered Entity, Business Associate shall provide to Covered Entity the executive summary of the assessment. ii. Business Associate, upon the request of Covered Entity, shall fully cooperate with Covered Entity’s efforts to audit Business Associate’s compliance with applicable HIPAA Rules. If, DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 901 of 972 CMS # 178266 Page 4 of 8 through audit or inspection, Covered Entity determines that Business Associate’s conduct would result in violation of the HIPAA Rules or is in violation of the Contract or this Agreement, Business Associate shall promptly remedy any such violation and shall certify completion of its remedy in writing to Covered Entity. o. Appropriate Safeguards. i. Business Associate shall use appropriate safeguards and comply with Subpart C of 45 C.F.R. Part 164 with respect to electronic PHI to prevent use or disclosure of PHI other than as provided in this Agreement. ii. Business Associate shall safeguard the PHI from tampering and unauthorized disclosures. iii. Business Associate shall maintain the confidentiality of passwords and other data required for accessing this information. iv. Business Associate shall extend protection beyond the initial information obtained from Covered Entity to any databases or collections of PHI containing information derived from the PHI. The provisions of this section shall be in force unless PHI is de-identified in conformance to the requirements of the HIPAA Rules. p. Safeguard During Transmission. i. Business Associate shall use reasonable and appropriate safeguards including, without limitation, Information Security measures to ensure that all transmissions of PHI are authorized and to prevent use or disclosure of PHI other than as provided for by this Agreement. ii. Business Associate shall not transmit PHI over the internet or any other insecure or open communication channel unless the PHI is encrypted or otherwise safeguarded with a FIPS- compliant encryption algorithm. q. Reporting of Improper Use or Disclosure and Notification of Breach. i. Business Associate shall, as soon as reasonably possible, but immediately after discovery of a Breach, notify Covered Entity of any use or disclosure of PHI not provided for by this Agreement, including a Breach of Unsecured Protected Health Information as such notice is required by 45 C.F.R. 164.410 or a breach for which notice is required under §24-73-103, C.R.S. ii. Such notice shall include the identification of each Individual whose Unsecured Protected Health Information has been, or is reasonably believed by Business Associate to have been, accessed, acquired, or disclosed during such Breach. iii. Business Associate shall, as soon as reasonably possible, but immediately after discovery of any Security Incident that does not constitute a Breach, notify Covered Entity of such incident. iv. Business Associate shall have the burden of demonstrating that all notifications were made as required, including evidence demonstrating the necessity of any delay. r. Business Associate’s Insurance and Notification Costs. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 902 of 972 CMS # 178266 Page 5 of 8 i. Business Associate shall bear all costs of a Breach response including, without limitation, notifications, and shall maintain insurance to cover: (1) loss of PHI data; (2) Breach notification requirements specified in HIPAA Rules and in §24-73-103, C.R.S.; and (3) claims based upon alleged violations of privacy rights through improper use or disclosure of PHI. ii. All such policies shall meet or exceed the minimum insurance requirements of the Contract or otherwise as may be approved by Covered Entity (e.g., occurrence basis, combined single dollar limits, annual aggregate dollar limits, additional insured status, and notice of cancellation). iii. Business Associate shall provide Covered Entity a point of contact who possesses relevant Information Security knowledge and is accessible 24 hours per day, 7 days per week to assist with incident handling. iv. Business Associate, to the extent practicable, shall mitigate any harmful effect known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of this Agreement. s. Subcontractors and Breaches. i. Business Associate shall enter into a written agreement with each of its Subcontractors and agents, who create, receive, maintain, or transmit PHI on behalf of Business Associate. The agreements shall require such Subcontractors and agents to report to Business Associate any use or disclosure of PHI not provided for by this Agreement, including Security Incidents and Breaches of Unsecured Protected Health Information, on the first day such Subcontractor or agent knows or should have known of the Breach as required by 45 C.F.R. 164.410. ii. Business Associate shall notify Covered Entity of any such report and shall provide copies of any such agreements to Covered Entity on request. t. Data Ownership. i. Business Associate acknowledges that Business Associate has no ownership rights with respect to the PHI. ii. Upon request by Covered Entity, Business Associate immediately shall provide Covered Entity with any keys to decrypt information that the Business Association has encrypted and maintains in encrypted form, or shall provide such information in unencrypted usable form. u. Retention of PHI. Except upon termination of this Agreement as provided in Section 5, below, Business Associate and its Subcontractors or agents shall retain all PHI throughout the term of this Agreement, and shall continue to maintain the accounting of disclosures required under Section 3.h, above, for a period of six years. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 903 of 972 CMS # 178266 Page 6 of 8 4. OBLIGATIONS OF COVERED ENTITY a. Safeguards During Transmission. Covered Entity shall be responsible for using appropriate safeguards including encryption of PHI, to maintain and ensure the confidentiality, integrity, and security of PHI transmitted pursuant to this Agreement, in accordance with the standards and requirements of the HIPAA Rules. b. Notice of Changes. i. Covered Entity maintains a copy of its Notice of Privacy Practices on its website. Covered Entity shall provide Business Associate with any changes in, or revocation of, permission to use or disclose PHI, to the extent that it may affect Business Associate’s permitted or required uses or disclosures. ii. Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI to which Covered Entity has agreed in accordance with 45 C.F.R. 164.522, to the extent that it may affect Business Associate’s permitted use or disclosure of PHI. 5. TERMINATION a. Breach. i. In addition to any Contract provision regarding remedies for breach, Covered Entity shall have the right, in the event of a breach by Business Associate of any provision of this Agreement, to terminate immediately the Contract, or this Agreement, or both. ii. Subject to any directions from Covered Entity, upon termination of the Contract, this Agreement, or both, Business Associate shall take timely, reasonable, and necessary action to protect and preserve property in the possession of Business Associate in which Covered Entity has an interest. b. Effect of Termination. i. Upon termination of this Agreement for any reason, Business Associate, at the option of Covered Entity, shall return or destroy all PHI that Business Associate, its agents, or its Subcontractors maintain in any form, and shall not retain any copies of such PHI. ii. If Covered Entity directs Business Associate to destroy the PHI, Business Associate shall certify in writing to Covered Entity that such PHI has been destroyed. iii. If Business Associate believes that returning or destroying the PHI is not feasible, Business Associate shall promptly provide Covered Entity with notice of the conditions making return or destruction infeasible. Business Associate shall continue to extend the protections of Section 3 of this Agreement to such PHI, and shall limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 904 of 972 CMS # 178266 Page 7 of 8 6. INJUNCTIVE RELIEF Covered Entity and Business Associate agree that irreparable damage would occur in the event Business Associate or any of its Subcontractors or agents use or disclosure of PHI in violation of this Agreement, the HIPAA Rules or any applicable law. Covered Entity and Business Associate further agree that money damages would not provide an adequate remedy for such Breach. Accordingly, Covered Entity and Business Associate agree that Covered Entity shall be entitled to injunctive relief, specific performance, and other equitable relief to prevent or restrain any Breach or threatened Breach of and to enforce specifically the terms and provisions of this Agreement. 7. LIMITATION OF LIABILITY Any provision in the Contract limiting Contractor’s liability shall not apply to Business Associate’s liability under this Agreement, which shall not be limited. 8. DISCLAIMER Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement or the HIPAA Rules will be adequate or satisfactory for Business Associate’s own purposes. Business Associate is solely responsible for all decisions made and actions taken by Business Associate regarding the safeguarding of PHI. 9. CERTIFICATION Covered Entity has a legal obligation under HIPAA Rules to certify as to Business Associate’s Information Security practices. Covered Entity or its authorized agent or contractor shall have the right to examine Business Associate’s facilities, systems, procedures, and records, at Covered Entity’s expense, if Covered Entity determines that examination is necessary to certify that Business Associate’s Information Security safeguards comply with the HIPAA Rules or this Agreement. 10. AMENDMENT a. Amendment to Comply with Law. The Parties acknowledge that state and federal laws and regulations relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to provide procedures to ensure compliance with such developments. i. In the event of any change to state or federal laws and regulations relating to data security and privacy affecting this Agreement, the Parties shall take such action as is necessary to implement the changes to the standards and requirements of HIPAA, the HIPAA Rules and other applicable rules relating to the confidentiality, integrity, availability and security of PHI with respect to this Agreement. ii. Business Associate shall provide to Covered Entity written assurance satisfactory to Covered Entity that Business Associate shall adequately safeguard all PHI, and obtain written assurance satisfactory to Covered Entity from Business Associate’s Subcontractors and agents that they shall adequately safeguard all PHI. iii. Upon the request of either Party, the other Party promptly shall negotiate in good faith the terms of an amendment to the Contract embodying written assurances consistent with the standards and requirements of HIPAA, the HIPAA Rules, or other applicable rules. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 905 of 972 CMS # 178266 Page 8 of 8 iv. Covered Entity may terminate this Agreement upon 30 days’ prior written notice in the event that: (1) Business Associate does not promptly enter into negotiations to amend the Contract and this Agreement when requested by Covered Entity pursuant to this Section; or (2) Business Associate does not enter into an amendment to the Contract and this Agreement, which provides assurances regarding the safeguarding of PHI sufficient, in Covered Entity’s sole discretion, to satisfy the standards and requirements of the HIPAA, the HIPAA Rules and applicable law. b. Amendment of Appendix. The Appendix to this Agreement may be modified or amended by the mutual written agreement of the Parties, without amendment of this Agreement. Any modified or amended Appendix agreed to in writing by the Parties shall supersede and replace any prior version of the Appendix. 11. ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS Covered Entity shall provide written notice to Business Associate if litigation or administrative proceeding is commenced against Covered Entity, its directors, officers, or employees, based on a claimed violation by Business Associate of HIPAA, the HIPAA Rules or other laws relating to security and privacy or PHI. Upon receipt of such notice and to the extent requested by Covered Entity, Business Associate shall, and shall cause its employees, Subcontractors, or agents assisting Business Associate in the performance of its obligations under the Contract to, assist Covered Entity in the defense of such litigation or proceedings. Business Associate shall, and shall cause its employees, Subcontractor’s and agents to, provide assistance, to Covered Entity, which may include testifying as a witness at such proceedings. Business Associate or any of its employees, Subcontractors or agents shall not be required to provide such assistance if Business Associate is a named adverse party. 12. INTERPRETATION AND ORDER OF PRECEDENCE Any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with the HIPAA Rules. In the event of an inconsistency between the Contract and this Agreement, this Agreement shall control. This Agreement supersedes and replaces any previous, separately executed HIPAA business associate agreement between the Parties. 13. SURVIVAL Provisions of this Agreement requiring continued performance, compliance, or effect after termination shall survive termination of this contract or this agreement and shall be enforceable by Covered Entity. 14. APPENDIX D.1. TO HIPAA BUSINESS ASSOCIATE AGREEMENT, ATTACHED TO THIS EXHIBIT IS INCORPORATED AND MADE PART HEREOF. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 906 of 972 CMS # 178266 Page 1 APPENDIX D.1 TO HIPAA BUSINESS ASSOCIATE AGREEMENT This Appendix (“Appendix”) to the HIPAA Business Associate Agreement (“Agreement”) is s an appendix to the Contract and the Agreement. For the purposes of this Appendix, defined terms shall have the meanings ascribed to them in the Agreement and the Contract. Unless the context clearly requires a distinction between the Contract, the Agreement, and this Appendix, all references to “Contract” or “Agreement” shall include this Appendix. 1. Purpose This Appendix sets forth additional terms to the Agreement. Any sub-section of this Appendix marked as “Reserved” shall be construed as setting forth no additional terms. 2. Additional Terms a. Additional Permitted Uses. In addition to those purposes set forth in the Agreement, Business Associate may use PHI for the following additional purposes: i. Reserved. a. Additional Permitted Disclosures. In addition to those purposes set forth in the Agreement, Business Associate may disclose PHI for the following additional purposes: i. Reserved. c. Approved Subcontractors. Covered Entity agrees that the following Subcontractors or agents of Business Associate may receive PHI under the Agreement: i. Reserved. d. Definition of Receipt of PHI. Business Associate’s receipt of PHI under this Contract shall be deemed to occur, and Business Associate’s obligations under the Agreement shall commence, as follows: i. Reserved. e. Additional Restrictions on Business Associate. Business Associate agrees to comply with the following additional restrictions on Business Associate’s use and disclosure of PHI under the Contract: i. Reserved. f. Additional Terms. Business Associate agrees to comply with the following additional terms under the Agreement: i. Reserved. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 907 of 972 CMS # 178266 Page 1 of 6 EXHIBIT E SAFEGUARDING REQUIREMENTS FOR FEDERAL TAX INFORMATION This Addendum regarding Safeguarding Requirements for Federal Tax Information (“Addendum”)1 is an essential part of the agreement between the State and Contractor as described in the Contract to which this Addendum is attached. Unless the context clearly requires a distinction between the Contract and this Addendum, all references to “Contract” shall include this Addendum. 1. PERFORMANCE In performance of this Contract, the Contractor agrees to comply with and assume responsibility for compliance by Contractor’s employees with the following requirements: A. All work will be done under the supervision of the Contractor or the Contractor’s employees. B. The Contractor and the Contractor’s employees with access to or who use FTI must meet the background check requirements defined in IRS Publication 1075 and Colorado Revised Statutes 24-50-1002. C. Any return or return information made available in any format shall be used only for the purpose of carrying out the provisions of this Contract. Information contained in such material will be treated as confidential and will not be divulged or made known in any manner to any person except as may be necessary in the performance of this Contract. Disclosure to anyone other than an officer or employee of the Contractor will be prohibited. D. All returns and return information will be accounted for upon receipt and properly stored before, during, and after processing. In addition, all related output will be given the same level of protection as required for the source material. E. The Contractor certifies that the data processed during the performance of this Contract will be completely purged from all data storage components of Contractor’s computer facility, and no output will be retained by the Contractor at the time the work is completed. If immediate purging of all data storage components is not possible, the Contractor certifies that any FTI remaining in any storage component will be safeguarded to prevent unauthorized disclosures. F. Any spoilage or any intermediate hard copy printout that may result during the processing of FTI will be given to the State or the State’s designee. When this is not possible, the Contractor will be responsible for the destruction of the spoilage or any intermediate hard copy printouts, and will provide the State or the State’s designee with a statement containing the date of destruction, description of material destroyed, and the method used. G. All computer systems receiving, processing, storing or transmitting FTI must meet the requirements defined in IRS Publication 1075. To meet functional and assurance requirements, the security features of the environment must provide for the managerial, operational, and technical controls. 1 The language of this Addendum is derived from IRS Publication 1075, Tax Information Security Guidelines For Federal, State and Local Agencies, Exhibit 7 – Safeguarding Contract Language, “Contract Language for Technology Services.” This Addendum is not exhaustive of all requirements contained in Publication 1075. By agreeing to this Addendum, Contractor agrees to comply with all applicable requirements in Publication 1075 or described on the website of the IRS Safeguards Program, located at www.irs.gov/privacy-disclosure/safeguards-program. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 908 of 972 CMS # 178266 Page 2 of 6 All security features must be available and activated to protect against unauthorized use of and access to FTI. H. No work involving FTI furnished under this Contract will be subcontracted without prior written approval of the State, by and through the contracting agency and the Office of Information Technology, and the IRS.2 I. The Contractor will maintain a list of employees’ authorized access. Such list will be provided to the State and, upon request, to the IRS reviewing office. J. The Contractor will not use live FTI in a test environment or utilize a cloud computing model that receives processes, stores, or transmits FTI without express written authorization from the State.3 K. The Contractor will maintain the confidentiality of all taxpayer information provided by the State or learned in the course of Contractor’s duties under this Contract in accordance with safeguards set forth under Colorado Revised Statutes § 39-21-113(4), as amended. L. The Contractor agrees to comply with the following additional requirements in performance of this Contract: None M. The State will have the right to void the Contract if the Contractor fails to provide the safeguards described above. 2. CRIMINAL/CIVIL SANCTIONS A. Each officer or employee of any person4 to whom returns or return information is or may be disclosed will be notified in writing by such person that returns or return information disclosed to such officer or employee can be used only for a purpose and to the extent authorized herein, and that further disclosure of any such returns or return information for a purpose or to an extent unauthorized herein constitutes a felony punishable upon conviction by a fine of as much as $5,000 or imprisonment for as long as 5 years, or both, together with the costs of prosecution. Such person shall also notify each such officer and employee that any such unauthorized further disclosure of returns or return information may also result in an award of civil damages against the officer or employee in an amount not less than $1,000 with respect to each instance of unauthorized disclosure. These penalties are prescribed by IRCs 7213 and 7431 and set forth at 26 CFR 301.6103(n)-1. B. Each officer or employee of any person to whom returns or return information is or may be disclosed shall be notified in writing by such person that any return or return information made available in any format shall be used only for the purpose of carrying out the provisions of this Contract. Information contained in such material shall be treated as confidential and shall not be divulged or made known in any manner to any person except as may be necessary in the performance of the Contract. Inspection by or disclosure to anyone without an official need to know constitutes a criminal 2 see IRS Publication 1075, Exhibit 6 – Contractor 45-Day Notification Procedures. 3 see IRS Publication 1075, Section 9 and https://www.irs.gov/privacy-disclosure/use-of-live-fti-in-system-testing . 4 The term “person” is used in this Section 2 as it is used in Title 26 of the United States Code and related regulations. The term “person” means a person or entity, including “an individual, a trust, estate, partnership, association, company or corporation.” 26 U.S.C. § 7701(a)(1). DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 909 of 972 CMS # 178266 Page 3 of 6 misdemeanor punishable upon conviction by a fine of as much as $1,000 or imprisonment for as long as 1 year, or both, together with the costs of prosecution. Such person shall also notify each such officer and employee that any such unauthorized inspection or disclosure of returns or return information may also result in an award of civil damages against the officer or employee in an amount equal to the sum of the greater of $1,000 for each act of unauthorized inspection or disclosure with respect to which such defendant is found liable or the sum of the actual damages sustained by the plaintiff as a result of such unauthorized inspection or disclosure plus in the case of a willful inspection or disclosure which is the result of gross negligence, punitive damages, plus the costs of the action. These penalties are prescribed by IRC 7213A and 7431 and set forth at 26 CFR 301.6103(n)-1. C. Additionally, Contractor shall inform its officers and employees of the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a. Specifically, 5 U.S.C. 552a(i)(1), which is made applicable to Contractor by 5 U.S.C. 552a(m)(1), provides that any officer or employee of a Contractor, who by virtue of his/her employment or official position, has possession of or access to State records which contain individually identifiable information, the disclosure of which is prohibited by the Privacy Act or regulations established thereunder, and who knowing that disclosure of the specific material is prohibited, willfully discloses the material in any manner to any person or agency not entitled to receive it, shall be guilty of a misdemeanor and fined not more than $5,000. D. Granting a Contractor access to FTI must be preceded by certifying that each individual understands the State’s security policy and procedures for safeguarding FTI. Contractors must maintain their authorization to access FTI through annual recertification. The initial certification and recertification must be documented and placed in the State’s files for review. As part of the certification and at least annually afterwards, Contractors must be advised of the provisions of IRCs 7431, 7213, and 7213A (see Exhibit 4, Sanctions for Unauthorized Disclosure, and Exhibit 5, Civil Damages for Unauthorized Disclosure). The training provided before the initial certification and annually thereafter must also cover the incident response policy and procedure for reporting unauthorized disclosures and data breaches.5 For both the initial certification and the annual certification, the Contractor must sign, either with ink or electronic signature, a confidentiality statement certifying their understanding of the security requirements. 3. INSPECTION The IRS and the State, with 24-hour notice, shall have the right to send its inspectors into the offices and plants of the Contractor to inspect facilities and operations performing any work with FTI under this Contract for compliance with requirements defined in IRS Publication 1075. The IRS’s right of inspection shall include the use of manual and/or automated scanning tools to perform compliance and vulnerability assessments of information technology (IT) assets that access, store, process, or transmit FTI. On the basis of such inspection, corrective actions may be required in cases where the Contractor is found to be noncompliant with Contract safeguards. 5 see IRS Publication 1075, Section 10 or www.irs.gov/privacy-disclosure/reporting-improper-inspections-or-disclosures. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 910 of 972 CMS # 178266 Page 1 of 6 PARTICIPATING ADDENDUM EXHIBIT F, INFORMATION TECHNOLOGY PROVISIONS This Exhibit regarding Information Technology Provisions (the “Exhibit”) is an essential part of the agreement between the State and Contractor as described in the Contract to which this Exhibit is attached. Unless the context clearly requires a distinction between the Contract and this Exhibit, all references to “Contract” shall include this Exhibit. 1. PROTECTION OF SYSTEM DATA A. In addition to the requirements of the main body of this Contract, if Contractor or any Subcontractor is given access to State Information Technology resources or State Records by the State or its agents in connection with Contractor’s performance under the Contract, Contractor shall protect such Information Technology resources and State Records in accordance with this Exhibit. All provisions of this Exhibit that refer to Contractor shall apply equally to any Subcontractor performing work in connection with the Contract. B. The terms of this Exhibit shall apply to the extent that Contractor’s obligations under this Contract include the provision of Information Technology goods or services to the State. Information Technology is computer-based equipment and related services designed for the storage, manipulation, and retrieval of data, and includes, without limitation: i. Any technology, equipment, or related services described in §24-37.5-102(2), C.R.S.; ii. The creation, use, processing, disclosure, transmission, or disposal of State Records, including any data or code, in electronic form; and iii. Other existing or emerging technology, equipment, or related services that may require knowledge and expertise in Information Technology. C. Contractor shall, and shall cause its Subcontractors to meet all of the following: i. Provide physical and logical protection for all hardware, software, applications, and data that meets or exceeds industry standards and the requirements of this Contract. ii. Maintain network, system, and application security, which includes, but is not limited to, network firewalls, intrusion detection (host and network), annual DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 911 of 972 CMS # 178266 Page 2 of 6 security testing, and improvements or enhancements consistent with evolving industry standards. iii. Comply with State and federal rules and regulations related to overall security, privacy, confidentiality, integrity, availability, and auditing. iv. Provide that security is not compromised by unauthorized access to workspaces, computers, networks, software, databases, or other physical or electronic environments. v. Promptly report all Incidents, including Incidents that do not result in unauthorized disclosure or loss of data integrity, to a designated representative of the State’s Office of Information Security (“OIS”). vi. Comply with all rules, policies, procedures, and standards issued by the Governor’s Office of Information Technology (“OIT”), including change management, project lifecycle methodology and governance, technical standards, documentation, and other requirements posted at www.oit.state.co.us/about/policies. D. Subject to Contractor’s reasonable access security requirements and upon reasonable prior notice, Contractor shall provide the State with scheduled access for the purpose of inspecting and monitoring access and use of State Records, maintaining State systems, and evaluating physical and logical security control effectiveness. E. Contractor shall perform current background checks in a form reasonably acceptable to the State on all of its respective employees and agents performing services or having access to State Records provided under this Contract, including any Subcontractors or the employees of Subcontractors. A background check performed within 30 days prior to the date such employee or agent begins performance or obtains access to State Records shall be deemed to be current. i. Upon request, Contractor shall provide notice to a designated representative for the State indicating that background checks have been performed. Such notice will inform the State of any action taken in response to such background checks, including any decisions not to take action in response to negative information revealed by a background check. ii. If Contractor will have access to Federal Tax Information under the Contract, Contractor shall agree to the State’s requirements regarding Safeguarding Requirements for Federal Tax Information and shall comply with the background check requirements defined in IRS Publication 1075 and §24-50- 1002, C.R.S. 2. DATA HANDLING A. Contractor may not maintain or forward these State Records to or from any other facility or location, except for the authorized and approved purposes of backup and disaster recovery purposes, without the prior written consent of the State. Contractor may not DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 912 of 972 CMS # 178266 Page 3 of 6 maintain State Records in any data center or other storage location outside the United States for any purpose without the prior express written consent of OIS. B. Contractor shall not allow remote access to State Records from outside the United States, including access by Contractor’s employees or agents, without the prior express written consent of OIS. Contractor shall communicate any request regarding non-U.S. access to State Records to the Security and Compliance Representative for the State. The State shall have sole discretion to grant or deny any such request. C. Upon request by the State made any time prior to 60 days following the termination of this Contract for any reason, whether or not the Contract is expiring or terminating, Contractor shall make available to the State a complete download file of all State data. i. This download file shall be made available to the State within 10 Business Days of the State’s request, shall be encrypted and appropriately authenticated, and shall contain, without limitation, all State Records, Work Product, and system schema and transformation definitions, or delimited text files with documents, detailed schema definitions along with attachments in its native format. ii. Upon the termination of Contractor’s provision of data processing services, Contractor shall, as directed by the State, return all State Records provided by the State to Contractor, and the copies thereof, to the State or destroy all such State Records and certify to the State that it has done so. If any legal obligation imposed upon Contractor prevents it from returning or destroying all or part of the State Records provided by the State to Contractor, Contractor shall guarantee the confidentiality of all State Records provided by the State to Contractor and will not actively process such data anymore. Contractor shall not interrupt or obstruct the State’s ability to access and retrieve State Records stored by Contractor. D. The State retains the right to use the established operational services to access and retrieve State Records stored on Contractor’s infrastructure at its sole discretion and at any time. Upon request of the State or of the supervisory authority, Contractor shall submit its data processing facilities for an audit of the measures referred to in this Exhibit in accordance with the terms of this Contract. 3. DELIVERY AND ACCEPTANCE A. Contractor shall provide and maintain a quality assurance system acceptable to the State for any Work or Deliverables under this Contract and shall provide to the State only such Work or Deliverables that have been inspected and found to conform to the specifications identified in this Contract and any applicable solicitation, bid, offer, or proposal from which this Contract results. B. Contractor’s delivery of any Work or Deliverables to the State shall constitute certification that such Work or Deliverable has been determined to conform to the applicable specifications, and Contractor shall make records of such quality assurance available to the State upon request during the term of the Contract or at any time within three years following expiration or termination of the Contract. C. For any Work or Deliverables other than the purchase or license of commercially available goods or software, acceptance of the Work or Deliverable shall require DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 913 of 972 CMS # 178266 Page 4 of 6 affirmative written communication from the State to the Contractor that such Work or Deliverable has been accepted by the State. Such communication shall be provided within a reasonable time period from the delivery of the Work or Deliverable and shall not be unreasonably delayed or withheld. Acceptance by the State shall be final, except in cases of Contractor’s failure to conduct proper quality assurance, latent defects that could not reasonably have been detected upon delivery, or Contractor’s gross negligence or willful misconduct. 4. WARRANTY A. Notwithstanding the acceptance of any Work or Deliverable, or the payment of any invoice for such Work or Deliverable, Contractor warrants that any Work or Deliverable provided by Contractor under this Contract shall be free from material defects and shall function in material accordance with the applicable specifications. Contractor warrants that any Work or Deliverable shall be, at the time of delivery, free from any harmful or malicious code, including without limitation viruses, malware, spyware, ransomware, or other similar function designed to interfere with or damage the normal operation of Information Technology resources. Contractor’s warranties under this section shall apply to any defects or material nonconformities discovered within 180 days following delivery of any Work or Deliverable. B. Upon notice during the warranty term of any defect or material nonconformity, Contractor shall submit to the State in writing within 10 business days of the notice one or more recommendations for corrective action with sufficient documentation for the State to ascertain the feasibility, risks, and impacts of each recommendation. The State’s remedy for such defect or material non-conformity shall be: i. Contractor shall re-perform, repair, or replace such Work or Deliverable in accordance with any recommendation chosen by the State. Contractor shall deliver, at no additional cost to the State, all documentation required under the Contract as applicable to the corrected Work or Deliverable; or ii. Contractor shall refund to the State all amounts paid for such Work or Deliverable, as well as pay to the State any additional amounts reasonably necessary for the State to procure alternative goods or services of substantially equivalent capability, function, and performance. C. Any Work or Deliverable delivered to the State as a remedy under this section shall be subject to the same quality assurance, acceptance, and warranty requirements as the original Work or Deliverable. The duration of the warranty for any replacement or corrected Work or Deliverable shall run from the date of the corrected or replacement Work or Deliverable. 5. COMPLIANCE A. In addition to the compliance obligations imposed by the main body of the Contract, Contractor shall comply with: DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 914 of 972 CMS # 178266 Page 5 of 6 i. All Colorado Office of Information Security (OIS) policies and procedures which OIS has issued pursuant to §§24-37.5-401 through 406, C.R.S. and 8 CCR §1501-5 and posted at http://oit.state.co.us/ois ii. All information security and privacy obligations imposed by any federal, state, or local statute or regulation, or by any specifically incorporated industry standards or guidelines, as applicable based on the classification of the data relevant to Contractor’s performance under the Contract. Such obligations may arise from: a. Health Information Portability and Accountability Act (HIPAA) b. IRS Publication 1075 c. Payment Card Industry Data Security Standard (PCI-DSS) d. FBI Criminal Justice Information Service Security Addendum e. CMS Minimum Acceptable Risk Standards for Exchanges f. Electronic Information Exchange Security Requirements and Procedures For State and Local Agencies Exchanging Electronic Information With The Social Security Administration iii. Contractor shall comply with and adhere to Section 508 of the U.S. Rehabilitation Act of 1973, as amended, and §§24-85-101, et seq., C.R.S. Contractor shall comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards and available at https://www.w3.org/TR/WCAG21/. B. Contractor shall implement and maintain all appropriate administrative, physical, technical, and procedural safeguards necessary and appropriate to ensure compliance with the standards and guidelines applicable to Contractor’s performance under the Contract. C. Contractor shall allow the State reasonable access and shall provide the State with information reasonably required to assess Contractor’s compliance. Such access and information shall include: i. An annual SOC2 Type II audit including, at a minimum, the Trust Principles of Security, Confidentiality, and Availability, or an alternative audit recommended by OIS; or ii. The performance of security audit and penetration tests, as requested by OIS. D. To the extent Contractor controls or maintains information systems used in connection with State Records, Contractor will provide OIS with the results of all security assessment activities when conducted on such information systems, including any code-level vulnerability scans, application level risk assessments, and other security assessment activities as required by this Contract or reasonably requested by OIS. Contractor will make reasonable efforts to remediate any vulnerabilities or will request a security exception from the State. The State will work with Contractor and OIS to prepare any requests for exceptions from the security requirements described in this Contract and its Exhibits, including mitigating controls and other factors, and OIS will consider such requests in accordance with their policies and procedures referenced herein. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 915 of 972 CMS # 178266 Page 6 of 6 6. TRANSITION OF SERVICES Upon request by the State prior to expiration or earlier termination of this Contract or any Services provided in this Contract, Contractor shall provide reasonable and necessary assistance to accomplish a complete transition of the Services from Contractor to the State or any replacement provider designated solely by the State without any interruption of or adverse impact on the Services. Contractor shall cooperate fully with the State or any successor provider and shall promptly take all steps required to assist in effecting a complete transition of the Services designated by the State. All services related to such transition shall be performed at no additional cost beyond what would be paid for the Services in this Contract. 7. LICENSE OR USE AUDIT RIGHTS A. To the extent that Contractor, through this Contract or otherwise as related to the subject matter of this Contract, has granted to the State any license or otherwise limited permission to use any Contractor Property, the terms of this section shall apply. B. Contractor shall have the right, at any time during and throughout the Contract Term, but not more than once per Fiscal Year, to request via written notice in accordance with the notice provisions of the Contract that the State audit its use of and certify as to its compliance with any applicable license or use restrictions and limitations contained in this Contract (an “Audit Request”). The Audit Request shall specify the time period to be covered by the audit, which shall not include any time periods covered by a previous audit. The State shall complete the audit and provide certification of its compliance to Contractor (“Audit Certification”) within 120 days following the State’s receipt of the Audit Request. C. If upon receipt of the State’s Audit Certification, the Parties reasonably determine that: (i) the State’s use of licenses, use of software, use of programs, or any other use during the audit period exceeded the use restrictions and limitations contained in this Contract (“Overuse”) and (ii) the State would have been or is then required to purchase additional maintenance and/or services (“Maintenance”), Contractor shall provide written notice to the State in accordance with the notice provisions of the Contract identifying any Overuse or required Maintenance and request that the State bring its use into compliance with such use restrictions and limitations. DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 916 of 972 CMS # 178266 DocuSign Envelope ID: 77A69468-2CAF-44A2-842B-63A1F4C7B655 Page 917 of 972 ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 1 of 2 Document X20-12883 Program Signature Form MBA/MBSA number Agreement number Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, “Customer” can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Contract Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code Enterprise Agreement X20-10210 <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Customer Name of Entity (must be legal entity name)* State of Colorado - Governor's Office of Information Technology (OIT) Signature* Printed First and Last Name* Printed Title Signature Date* Tax ID * indicates required field DocuSign Envelope ID: C41FCAFD-F7B4-4F1E-A1D5-7637F505B775 CMS 174126 84-0644739 CFO 2/28/2022 Laura Calder Page 918 of 972 ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of 2 Document X20-12883 Microsoft Affiliate Microsoft Corporation Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoft’s signature date) Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field Outsourcer Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field If Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer’s channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6880 Sierra Center Parkway Reno, Nevada 89511 USA DocuSign Envelope ID: C41FCAFD-F7B4-4F1E-A1D5-7637F505B775 Authorized Signer 2/28/2022 Mary Ann Holland Page 919 of 972 EA20201AgrGov(US)SLG(ENG)(Oct2019) Page 1 of 11 Document X20-10210 Enterprise Agreement State and Local Not for Use with Microsoft Business Agreement or Microsoft Business and Services Agreement This Microsoft Enterprise Agreement (“Agreement”) is entered into between the entities identified on the signature form. Effective date. The effective date of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier. This Agreement consists of (1) these Agreement terms and conditions, including any amendments and the signature form and all attachments identified therein, (2) the Product Terms applicable to Products licensed under this Agreement, (3) the Online Services Terms, (4) any Affiliate Enrollment entered into under this Agreement, and (5) any order submitted under this Agreement. Please note: Documents referenced in this Agreement but not attached to the signature form may be found at http://www.microsoft.com/licensing/contracts and are incorporated in this Agreement by reference, including the Product Terms and Use Rights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from time to time. Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed. Terms and Conditions 1. Definitions. “Affiliate” means a. with regard to Customer, (i) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; (ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer’s state and located within Customer’s state jurisdiction and geographic boundaries; and (iii) any other entity in Customer’s state expressly authorized by the laws of Customer’s state to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft. “Customer” means the legal entity that has entered into this Agreement with Microsoft. “Customer Data” means all data, including all text, sound, software, image, or video files that are provided to Microsoft by, or on behalf of, an Enrolled Affiliate and its Affiliates through use of Online Services. "day" means a calendar day, except for references that specify “business day”. “Enrolled Affiliate” means an entity, either Customer or any one of Customer’s Affiliates that has entered into an Enrollment under this Agreement. DocuSign Envelope ID: C41FCAFD-F7B4-4F1E-A1D5-7637F505B775 Page 920 of 972 EA20201AgrGov(US)SLG(ENG)(Oct2019) Page 2 of 11 Document X20-10210 “Enrollment” means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products. “Enterprise” means an Enrolled Affiliate and the Affiliates for which it is responsible and chooses on its Enrollment to include in its enterprise. “Fixes” means Product fixes, modifications or enhancements, or their derivatives, that Microsoft either releases generally (such as Product service packs) or provides to Customer to address a specific issue. “License” means the right to download, install, access and use a Product. For certain Products, a License may be available on a fixed term or subscription basis (“Subscription License”). Licenses for Online Services will be considered Subscription Licenses. “Microsoft” means the Microsoft Affiliate that has entered into this Agreement or an Enrollment and its Affiliates, as appropriate. “Online Services” means the Microsoft-hosted services identified as Online Services in the Product Terms. “Online Services Terms” means the additional terms that apply to Customer’s use of Online Services published on the Volume Licensing Site and updated from time to time. “Product” means all products identified in the Product Terms, such as all Software, Online Services and other web-based services, including pre-release or beta versions. “Product Terms” means the document that provides information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the Volume Licensing Site and is updated from time to time. “SLA” means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the Volume Licensing Site. “Software” means licensed copies of Microsoft software identified on the Product Terms. Software does not include Online Services, but Software may be part of an Online Service. “Software Assurance” is an offering by Microsoft that provides new version rights and other benefits for Products as further described in the Product Terms. “Trade Secret” means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy. “use” or “run” means to copy, install, use, access, display, run or otherwise interact. “Use Rights” means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product-Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product. “Volume Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site. 2. How the Enterprise program works. a. General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and its Affiliates may order Licenses for Products by entering into Enrollments. b. Enrollments. The Enterprise program gives Customer and/or its Affiliates the ability to enter into one or more Enrollments to order Products. Subscription Enrollments may be available for some of these Enrollments. Notwithstanding any other provision of this Agreement, only Enrolled Affiliates identified in an Enrollment will be responsible for complying with the terms DocuSign Envelope ID: C41FCAFD-F7B4-4F1E-A1D5-7637F505B775 Page 921 of 972 EA20201AgrGov(US)SLG(ENG)(Oct2019) Page 3 of 11 Document X20-10210 of that Enrollment, including the terms of this Agreement incorporated by reference in that Enrollment. c. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Subscription Licenses. These License types, as well as additional License Types, are further described in the Product List. 3. Licenses for Products. a. License Grant. Microsoft grants the Enterprise a non-exclusive, worldwide and limited right to download, install and use software Products, and to access and use the Online Services, each in the quantity ordered under an Enrollment. The rights granted are subject to the terms of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights not expressly granted in this Agreement. b. Duration of Licenses. Subscription Licenses and most Software Assurance rights are temporary and expire when the applicable Enrollment is terminated or expires, unless the Enrolled Affiliate exercises a buy-out option, which is available for some Subscription Licenses. Except as otherwise noted in the applicable Enrollment or Use Rights, all other Licenses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired. c. Applicable Use Rights. The latest Use Rights as updated from time to time, apply to the use of all Products, subject to the following exceptions. (i) For products with metered usage-based pricing (e.g. metered Microsoft Azure Services) Material adverse changes published after the start of a calendar month will apply beginning the following month. (ii) For Versioned Software. Material adverse changes published after the date a Product is first licensed will not apply to any licenses for that Product acquired during the applicable Enrollment term unless the changes are published with the release of a new version and Customer chooses to update to that version. Renewal of Software Assurance does not change which Use Rights apply to perpetual Licenses acquired during a previous term or Enrollment (iii) For all other Products (e.g. Office 365 services). Material adverse changes published after the start of the subscription term will not apply to any licenses for that Product acquired during the applicable Enrollment term. (iv) For use rights granted through Software Assurance. Material adverse changes published after the date a Product is first licensed will not apply to any licenses for that Product during the applicable enrollment term unless the changes are published with the release of a new version and Customer chooses to update to that version. d. Downgrade rights. Enrolled Affiliate may use an earlier version of a Product other than Online Services than the version that is current on the effective date of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. e. New Version Rights under Software Assurance. Enrolled Affiliate must order and maintain continuous Software Assurance coverage for each License ordered. With Software Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released, even if Enrolled Affiliate chooses not to use the new version immediately. (i) Except as otherwise permitted under an Enrollment, use of the new version will be subject to the new version’s Use Rights. DocuSign Envelope ID: C41FCAFD-F7B4-4F1E-A1D5-7637F505B775 Page 922 of 972 EA20201AgrGov(US)SLG(ENG)(Oct2019) Page 4 of 11 Document X20-10210 (ii) If the License for the earlier version of the Product is perpetual at the time the new version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Software Assurance replace any perpetual Licenses for the earlier version. f. License confirmation. This Agreement, the applicable Enrollment, Enrolled Affiliate’s order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will be Enrolled Affiliate’s evidence of all Licenses obtained under an Enrollment. g. Reorganizations, consolidations and privatizations. If the number of Licenses covered by an Enrollment changes by more than ten percent as a result of (1) a reorganization, consolidation or privatization of an entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third party that has an existing agreement or Enrollment, Microsoft will work with Enrolled Affiliate in good faith to determine how to accommodate its changed circumstances in the context of this Agreement. 4. Making copies of Products and re-imaging rights. a. General. Enrolled Affiliate may make as many copies of Products, as it needs to distribute them within the Enterprise. Copies must be true and complete (including copyright and trademark notices) from master copies obtained from a Microsoft approved fulfillment source. Enrolled Affiliate may use a third party to make these copies, but Enrolled Affiliate agrees it will be responsible for any third party’s actions. Enrolled Affiliate agrees to make reasonable efforts to notify its employees, agents, and any other individuals who use the Products that the Products are licensed from Microsoft and subject to the terms of this Agreement. b. Copies for training/evaluation and back-up. For all Products other than Online Services, Enrolled Affiliate may: (1) use up to 20 complimentary copies of any licensed Product in a dedicated training facility on its premises for purposes of training on that particular Product, (2) use up to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services may be available if specified in the Use Rights. c. Right to re-image. In certain cases, re-imaging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreement may generally be used to create images for use in place of copies provided through that separate source. This right is conditional upon the following: (i) Separate Licenses must be acquired from the separate source for each Product that is re- imaged. (ii) The Product, language, version, and components of the copies made must be identical to the Product, language, version, and all components of the copies they replace, and the number of copies or instances of the re-imaged Product permitted remains the same. (iii) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g., Upgrade or full License) re-imaged must be identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product-specific processes or requirements for re- imaging identified in the Product Terms. Re-imaged Products remain subject to the terms and use rights of the License acquired from the separate source. This subsection does not create or extend any Microsoft warranty or support obligation. DocuSign Envelope ID: C41FCAFD-F7B4-4F1E-A1D5-7637F505B775 Page 923 of 972 EA20201AgrGov(US)SLG(ENG)(Oct2019) Page 5 of 11 Document X20-10210 5. Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully paid perpetual Licenses to: (i) an Affiliate, or (ii) a third party solely in connection with the transfer of hardware or employees to whom the Licenses have been assigned as part of (1) a privatization of an Affiliate or agency or of an operating division of Enrolled Affiliate or an Affiliate, (2) a reorganization, or (3) a consolidation. Upon such transfer, Customer or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notification of License Transfer. Enrolled Affiliate must notify Microsoft of a License transfer by completing a license transfer form, which can be obtained from http://www.microsoft.com/licensing/contracts and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void. c. Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights. 6. Term and termination. a. Term. The term of this Agreement will remain in effect unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days’ written notice. In the event of termination, new Enrollments will not be accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement. c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for cause. Without limiting any other remedies it may have, either party may terminate an Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days’ notice of its intent to terminate and an opportunity to cure the breach. If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach. If the breach affects other Enrollments and cannot be resolved between Microsoft and Enrolled Affiliate, together with Customer’s help, within a reasonable period of time, Microsoft may terminate this Agreement and all Enrollments under it. If an Enrolled Affiliate ceases to be Customer’s Affiliate, it must promptly notify Microsoft, and Microsoft may terminate the former Affiliate’s Enrollment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Customer’s Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. DocuSign Envelope ID: C41FCAFD-F7B4-4F1E-A1D5-7637F505B775 Page 924 of 972 EA20201AgrGov(US)SLG(ENG)(Oct2019) Page 6 of 11 Document X20-10210 e. Early termination. If (1) an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non- appropriation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to non- appropriation of funds, then the Enrolled Affiliate will have the following options: (i) It may immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or (ii) It may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for: 1) all copies of Products (including the latest version of Products ordered under SA coverage in the current term) for which payment has been made in full, and 2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payments paid versus total amounts due (paid and payable) if the early termination had not occurred. (iii) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options: 1) For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described in the section of the Enrollment titled “Buy-out option,” provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination. 2) In the event of a breach by Microsoft, if Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Affiliate a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment. Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated Enrollment. f. Effect of termination or expiration. When an Enrollment expires or is terminated, (i) Enrolled Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments for any order of any kind remain due and payable. Except as provided in the subsection titled “Early termination,” all unpaid payments for Licenses immediately become due and payable. (ii) Enrolled Affiliate’s right to Software Assurance benefits under this Agreement ends if it does not renew Software Assurance. g. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online Service where there is any current or future government requirement or obligation that: (1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation. h. Program updates. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at the time of an Enrollment renewal. DocuSign Envelope ID: C41FCAFD-F7B4-4F1E-A1D5-7637F505B775 Page 925 of 972 EA20201AgrGov(US)SLG(ENG)(Oct2019) Page 7 of 11 Document X20-10210 7. Use, ownership, rights, and restrictions. a. Products. Unless otherwise specified in a supplemental agreement, use of any Product is governed by the Use Rights specific to each Product and version and by the terms of the applicable supplemental agreement. b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a specific Product, any use rights Microsoft provides with the Fix will apply. c. Non-Microsoft software and technology. Enrolled Affiliate is solely responsible for any non- Microsoft software or technology that it installs or uses with the Products or Fixes. d. Restrictions. Enrolled Affiliate must not (and is not licensed to) (1) reverse engineer, decompile, or disassemble any Product or Fix; (2) install or use non-Microsoft software or technology in any way that would subject Microsoft’s intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) (1) separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (2) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or in part, or use them to offer hosting services to a third party. e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. 8. Confidentiality. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not include information that (1) becomes publicly available without a breach of this agreement, (2) the receiving party received lawfully from another source without a confidentiality obligation, (3) is independently developed, or (4) is a comment or suggestion volunteered about the other party’s business, products or services. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants (“Representatives”) and then only on a need-to-know basis under nondisclosure obligations at least as protective as this agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. A party may disclose the other’s Confidential Information if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives’ unaided memories in the development or deployment of the parties’ respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. These obligations apply (1) for Customer Data until it is deleted from the Online Services, and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information. DocuSign Envelope ID: C41FCAFD-F7B4-4F1E-A1D5-7637F505B775 Page 926 of 972 EA20201AgrGov(US)SLG(ENG)(Oct2019) Page 8 of 11 Document X20-10210 9. Privacy and compliance with laws. a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this Agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft. b. Personal information collected under this agreement (1) may be transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities and (2) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic Area and Switzerland. c. U.S. export. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate must comply with all applicable international and national laws, including the U.S. Export Administration Regulations and International Traffic in Arms Regulations, and end-user, end use and destination restrictions issued by U.S. and other governments related to Microsoft products, services and technologies. 10. Warranties. a. Limited warranties and remedies. (i) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensed for that version. If it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will, at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software. (ii) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise’s use. The Enterprise’s remedies for breach of this warranty are in the SLA. The remedies above are the Enterprise’s sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum system requirements. These warranties do not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for the limited warranties above, Microsoft provides no other warranties or conditions and disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non-infringement, merchantability, and fitness for a particular purpose. 11. Defense of third party claims. The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, authority, and must take all reasonable action to mitigate its losses arising from the third-party claim. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for such claims. a. By Microsoft. Microsoft will defend Enrolled Affiliate against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope DocuSign Envelope ID: C41FCAFD-F7B4-4F1E-A1D5-7637F505B775 Page 927 of 972 EA20201AgrGov(US)SLG(ENG)(Oct2019) Page 9 of 11 Document X20-10210 of the license granted (unmodified from the form provided by Microsoft and not combined with anything else) misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, at its option, either (1) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Enrolled Affiliate’s continued use of a Product or Fix after being notified to stop due to a third-party claim. b. By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft against any third-party claim to the extent it alleges that: (1) any Customer Data or non-Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Enrolled Affiliate’s use of any Product or Fix, alone or in combination with anything else, violates the law or damages a third party. 12. Limitation of liability. For each Product, each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate paid for the applicable Products during the term of this Agreement, subject to the following: a. Online Services. For Online Services, Microsoft’s maximum liability to Enrolled Affiliate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distributable Code. For Products provided free of charge and code that Enrolled Affiliate is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft’s liability is limited to direct damages finally awarded up to US$5,000. c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, however caused or on any theory of liability. d. Exceptions. No limitation or exclusions will apply to liability arising out of either party’s (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party’s intellectual property rights. 13. Verifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at its expense, to the extent permitted by applicable law, to verify such compliance with the Product’s license terms. Microsoft will engage an independent auditor and Enrolled Affiliate must provide the independent auditor with any information the auditor reasonably requests in furtherance of the verification, including visible access to systems running the Products and evidence of Licenses for Products Enrolled Affiliate hosts, sublicenses, or distributes to third parties. Enrolled Affiliate must provide, without undue delay, the foregoing information and access upon request of the independent auditor b. Verification process. Microsoft will notify Enrolled Affiliate at least 30 calendar days in advance of its intent to verify Enrolled Affiliate’s compliance with the license terms for the Products Enrolled Affiliate use or distribute. The independent auditor is subject to a confidentiality obligation sufficient to cover the auditor’s engagement with Enrolled Affiliate for the verification process. Enrolled Affiliate may, at its discretion, also require a mutually agreeable confidentiality agreement with the independent auditor for access to premises, data DocuSign Envelope ID: C41FCAFD-F7B4-4F1E-A1D5-7637F505B775 Page 928 of 972 EA20201AgrGov(US)SLG(ENG)(Oct2019) Page 10 of 11 Document X20-10210 and systems. Such confidentiality agreement between Enrolled Affiliate and auditor must be completed within fourteen (14) days of such request, and shall not restrict the ability for the independent auditor to accurately verify compliance and share the resulting information with Microsoft. Any information collected will be used solely for purposes of determining Enrolled Affiliate’s compliance. This verification will take place during normal business hours and the auditor will make best efforts not to interfere with Enrolled Affiliate’s operations during the course of the audit. c. Remedies for non-compliance. If verification reveals any use of Products without applicable license rights, then within 30 days Enrolled Affiliate must order sufficient licenses to cover its use, and, if such use or distribution is determined to be in excess of Enrolled Affiliate’s existing licenses by 5% or more of the audited environment(s) in aggregate, then Enrolled Affiliate must reimburse Microsoft for the costs Microsoft incurred in obtaining the verification and acquire the necessary additional licenses. Such licenses will be obtained at 125% of the price, based on the then-current price list. The use percentage is based on the total number of Products used without applicable liscense rights (as described above) compared to the total Product use. If it is verified that Product use is sufficiently licensed, Microsoft will not require the Enterprise to engage in another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce its rights under these Additional Use Rights and Restrictions or to protect its intellectual property by any other legal or contractual means. 14. Miscellaneous. a. Use of contractors. Microsoft may use contractors to perform services but will be responsible for their performance subject to the terms of this Agreement. b. Microsoft as independent contractor. The parties are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently without using the other’s Confidential Information. c. Notices. Notices to Microsoft must be sent to the address on the signature form. Notices must be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Emails will be treated as delivered on the transmission date. d. Agreement not exclusive. Customer is free to enter into agreements to license, use or promote non-Microsoft products. e. Amendments. Any amendment to this Agreement must be executed by both parties, except that Microsoft may change the Product Terms and the Use Rights from time to time in accordance with the terms of this Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate’s purchase order will not apply. Microsoft may require Customer to sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement. f. Assignment. Either party may assign this Agreement to an Affiliate but must notify the other party in writing of the assignment. Any other proposed assignment must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement. Any attempted assignment without required approval will be void. g. Applicable law; dispute resolution. The terms of this Agreement will be governed by the laws of Customer’s state, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer’s state. DocuSign Envelope ID: C41FCAFD-F7B4-4F1E-A1D5-7637F505B775 Page 929 of 972 EA20201AgrGov(US)SLG(ENG)(Oct2019) Page 11 of 11 Document X20-10210 h. Severability. If any provision in this agreement is held to be unenforceable, the balance of the agreement will remain in full force and effect. i. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party. j. No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights. k. Survival. All provisions survive termination or expiration of this Agreement except those requiring performance only during the term of the Agreement. l. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses, software downloads) on Microsoft’s Volume Licensing Service Center (“VLSC”) web site (or successor site) at: https://www.microsoft.com/licensing/servicecenter. Upon the effective date of this Agreement and any Enrollments, the contact(s) identified for this purpose will be provided access to this site and may authorize additional users and contacts. m. Order of precedence. In the case of a conflict between any documents in this Agreement that is not expressly resolved in those documents, their terms will control in the following order from highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (5) orders submitted under this Agreement, and (6) any other documents in this Agreement. Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter. n. Free Products. It is Microsoft's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole use and benefit of the Enrolled Affiliate and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government’s obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts. The Voluntary Product Accessibility Templates (“VPATs”) for the Microsoft technologies used in providing the Online Services can be found at Microsoft’s VPAT page. Further information regarding Microsoft’s commitment to accessibility can be found at http://www.microsoft.com/enable. p. Natural disaster. In the event of a “natural disaster,” Microsoft may provide additional assistance or rights by posting them on http://www.microsoft.com at such time. q. Copyright violation. Except as set forth in the section above entitled “Transferring and reassigning Licenses”, the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rights, for the Products it uses. Except to the extent Enrolled Affiliate is licensed under this Agreement, it will be responsible for its breach of this contract and violation of Microsoft’s copyright in the Products, including payment of License fees specified in this Agreement for unlicensed use. DocuSign Envelope ID: C41FCAFD-F7B4-4F1E-A1D5-7637F505B775 Page 930 of 972 SupContactInfoForm(US)SLG(ENG)(Oct2010) Page 1 of 3 Supplemental Contact Information Form State and Local This form can be used in combination with Agreement and Enrollment/Registration. However, a separate form must be submitted for each Enrollment/Registration, when more than one is submitted on a signature form. For the purposes of this form, “Entity” can mean the signing Entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a Volume Licensing program agreement. Primary and Notices contacts in this form will not apply to Enrollments or Registrations. This form applies to: Agreement Enrollment/Affiliate Registration Form Insert primary entity name if more than one Enrollment/Registration Form is submitted Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields; if the Entity chooses to designate other contact types, the same required fields must be completed for each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by Microsoft and other parties that help Microsoft administer this Enrollment. The personal information provided in connection with this agreement will be used and protected according to the privacy statement available at https://licensing.microsoft.com. 1. Additional notices contact. This contact receives all notices that are sent from Microsoft. No online access is granted to this individual. Name of Entity* Contact name*: First Last Contact email* Street address* City* State* Postal code* Country* Phone* Fax This contact is a third party (not the Entity). Warning: This contact receives personally identifiable information of the Entity. 2. Software Assurance manager. This contact will receive online permissions to manage the Software Assurance benefits under the Enrollment or Registration. Name of Entity* Contact name*: First Last Contact email* Street address* City* State* Postal code* Country* Phone* Fax DocuSign Envelope ID: C41FCAFD-F7B4-4F1E-A1D5-7637F505B775 Page 931 of 972 SupContactInfoForm(US)SLG(ENG)(Oct2010) Page 2 of 3 This contact is a third party (not the Entity). Warning: This contact receives personally identifiable information of the Entity. 3. Subscriptions manager. This contact will assign MSDN, Expression, and TechNet Plus subscription licenses to the individual subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions. Name of Entity* Contact name*: First Last Contact email* Street address* City* State* Postal code* Country* Phone* Fax This contact is a third party (not the Entity). Warning: This contact receives personally identifiable information of the Entity. 4. Online Services manager. This contact will be provided online permissions to manage the Online Services ordered under the Enrollment or Registration. Name of Entity* Contact name*: First Last Contact email* Street address* City* State* Postal code* Country* Phone* Fax This contact is a third party (not the Entity). Warning: This contact receives personally identifiable information of the Entity. 5. Customer Support Manager (CSM): This person is designated as the Customer Support Manager (CSM) for support-related activities. Name of Entity* Contact name*: First Last Contact email* Street address* City* State* Postal code* Country* Phone* Fax This contact is a third party (not the Entity). Warning: This contact receives personally identifiable information of the Entity. 6. Primary contact information: An individual from inside the organization must serve as the primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of Entity* State of Colorado - Governor's Office of Information Technology (OIT) Contact name*: First Jeff Last Stanley DocuSign Envelope ID: C41FCAFD-F7B4-4F1E-A1D5-7637F505B775 Page 932 of 972 SupContactInfoForm(US)SLG(ENG)(Oct2010) Page 3 of 3 Contact email* jeff.stanley@state.co.us Street address* 601 East 18th Avenue, Suite 150 City* Denver State* CO Postal code* 80203-1493 Country*: United States Phone* 303-591-5323 Fax 7. Notices contact and online administrator information: This individual receives online administrator permissions and may grant online access to others. This contact also receives all notices. Same as primary contact Name of Entity* Contact name*: First Last Contact email* Street address* City* State* Postal code* Country*: Phone* Fax This contact is a third party (not the Entity). Warning: This contact receives personally identifiable information of the Entity. DocuSign Envelope ID: C41FCAFD-F7B4-4F1E-A1D5-7637F505B775 Page 933 of 972 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 1 of 10 Document X20-10635 Enterprise Enrollment State and Local Enterprise Enrollment number (Microsoft to complete) 57965839 Framework ID (if applicable) Previous Enrollment number (Reseller to complete) This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Online Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. All terms used but not defined are located at http://www.microsoft.com/licensing/contracts. In the event of any conflict the terms of this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to “anniversary date” refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term. Terms and Conditions 1.Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: “Additional Product” means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. “Community” means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer’s regulatory requirements. Le g a l R e v i e w Page 934 of 972 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 2 of 10 Document X20-10635 Membership in the Community is ultimately at Microsoft’s discretion, which may vary by Government Community Cloud Service. “Enterprise Online Service” means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. “Enterprise Product” means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this program. “Expiration Date” means the date upon which the Enrollment expires. “Federal Agency” means a bureau, office, agency, department or other entity of the United States Government. “Government” means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity. “Government Community Cloud Services” means Microsoft Online Services that are provisioned in Microsoft’s multi-tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. “Industry Device” (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task-specific software program (e.g. a computer-aided design program used by an architect or a point of sale program) (“Industry Program”). The device may include features and functions derived from Microsoft software or third-party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. “Managed Device” means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms. “Qualified Device” means any device that is used by or for the benefit of Enrolled Affiliate’s Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure (“VDI”). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate’s Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. “Qualified User” means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. “Reseller” means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post-transaction assistance related to this agreement; “Reserved License” means for an Online Service identified as eligible for true-ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. Le g a l Re v i e w Page 935 of 972 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 3 of 10 Document X20-10635 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer’s state and located within Customer’s state’s jurisdiction and geographic boundaries. “Tribal Entity” means a federally recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. “Use Rights” means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product-Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product. “Volume Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate’s Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. (i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License). (ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate’s use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term “price” refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. f. Adding Products. (i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. Le g a l Re v i e w Page 936 of 972 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 4 of 10 Document X20-10635 (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true-up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true-up in the Product Terms or (2) included as part of other Licenses. g. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true-up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user-based Licenses) at the time the true-up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true-up order, or the prior anniversary date and submit a true-up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true-up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true-up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as follows: 1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user-based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true-up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services that are not a part of an Enterprise-wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate’s use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true-up order if, since the initial order or last true-up order, Enrolled Affiliate’s Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate’s authorized representative. (vi) True-up order period. The true-up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third- year true-up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate Le g a l Re v i e w Page 937 of 972 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 5 of 10 Document X20-10635 may submit true-up orders more often to account for increases in Product usage, but an annual true-up order or update statement must still be submitted during the annual order period. (vii) Late true-up order. If the true-up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process. (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled “Adding new Products not previously ordered,” then for additional step-up Licenses, by following the true-up order process. i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. 3. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate’s Price Level for all Products ordered under this Enrollment will be Level “D” throughout the term of the Enrollment. b. Setting Prices. Enrolled Affiliate’s prices for each Product or Service will be established by its Reseller. Except for Online Services designated in the Product Terms as being exempt from fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft’s prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft’s prices to Resellers are reestablished at the beginning of the renewal term. 4. Payment terms. For the initial or renewal order, Microsoft will invoice Enrolled Affiliate’s Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft’s acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. Le g a l Re v i e w Page 938 of 972 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 6 of 10 Document X20-10635 Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month-to-month (“Extended Term”) is available. During the Extended Term, Online Services will be invoiced monthly at the then-current published price as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any time during the first year of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, either party may terminate the Extended Term by providing the other with a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received or issued the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate’s Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the “Termination for cause” section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the “Early Termination” Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non-Community members is strictly prohibited and could result in termination of Enrolled Affiliate’s license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non-Government Community Cloud Services also apply Le g a l Re v i e w Page 939 of 972 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 7 of 10 Document X20-10635 to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non-Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (i) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. Le g a l Re v i e w Page 940 of 972 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 8 of 10 Document X20-10635 Enrollment Details 1. Enrolled Affiliate’s Enterprise. a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate’s Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates:  Enrolled Affiliate only  Enrolled Affiliate and all Affiliates  Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise):  Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded: b. Please indicate whether the Enrolled Affiliate’s Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www.microsoft.com/licensing/servicecenter. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate’s Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* Dakota Communications Center Contact name* First John Last Sutton Contact email address* jsutton@mn-dcc.org Street address* 2860 160th Street W City* Rosemount State* MN Postal code* 55068-1628- (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 6513221901 Tax ID * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping-up prior to a true-up order. Le g a l Re v i e w Page 941 of 972 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 9 of 10 Document X20-10635  Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Tech Last Support Contact email address* techsupport@mn-dcc.org Street address* 2860 160th Street W City* Rosemount State* MN Postal code* 55068-1628- (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 651-322-1900 Language preference. Choose the language for notices. English  This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true-up order. Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name*: First John Last Sutton Contact email address* jsutton@mn-dcc.org Phone* 6513221901  This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required fields d. Reseller information. Reseller contact for this Enrollment is: Reseller company name* Insight Direct USA, Inc. Street address (PO boxes will not be accepted)* 6820 South Harl Avenue City* Tempe State* AZ Postal code* 85283-4318 Country* United States Contact name* Software *Contract Support Phone* 800-624-0503 Contact email address* contractsupport@insight.com * indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Printed name* Printed title* Date* * indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the Le g a l Re v i e w Page 942 of 972 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 10 of 10 Document X20-10635 other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. 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Le g a l Re v i e w Page 943 of 972 COUNCIL COMMUNICATION TO: Mayor and Council FROM: Tim Dodd DEPARTMENT: City Manager's Office DATE: December 16, 2024 SUBJECT: CB-62 Amended Intergovernmental Agreement with Arapahoe County for a Tri-Cities Homelessness Coordinator DESCRIPTION: Approval of Amended Intergovernmental Agreement (IGA) with Arapahoe County for a Tri-Cities Homelessness Coordinator RECOMMENDATION: Staff recommends that Council consider approval, by motion, of the attached amendment to the attached Intergovernmental Agreement (IGA) between the Cities of Englewood, Littleton, and Sheridan and Arapahoe County to continue the Tri-Cities Homelessness Coordinator position and related Tri-Cities Homelessness Action Plan ("Action Plan") projects. PREVIOUS COUNCIL ACTION:  Tri-Cities joint Council meeting (November 21, 2024)  Study Session overview of the City's efforts relative to homelessness as part of the Tri- Cities Homeless Policy Committee (September 9, 2024)  Study Session update on the progress of the Action Plan (July 24, 2023)  Council Bill 10- Second Reading- Approval of an ordinance amending the scope of an intergovernmental agreement with Arapahoe County and the Cities of Littleton and Sheridan for implementation of the Tri-Cities Homelessness Plan of Action (March 20, 2023)  Council Bill 10- First Reading- Approve a bill for an ordinance amending the scope of an intergovernmental agreement with Arapahoe County and the Cities of Littleton and Sheridan for implementation of the Tri-Cities Homelessness Plan of Action (February 21, 2023)  Council Bill 9- Second Reading- Approval of an ordinance authorizing an Intergovernmental Agreement for the Provision of Homelessness Coordinator Services (March 7, 2022)  Council Bill 9- First Reading- Approval of a bill for an ordinance authorizing an Intergovernmental Agreement for the Provision of Homelessness Coordinator Services (February 22, 2022)  Tri-Cities Homelessness Plan of Action approval (September 7, 2021)  Discussion of the draft Tri-Cities Homelessness Plan of Action (July 12, 2021)  Update regarding the Tri-Cities Homelessness Study (July 13, 2020)  Council Bill 22- First Reading- Approval of an ordinance authorizing an IGA with the Cities of Littleton, Sheridan, and Arapahoe County for the purpose of developing a Tri- Cities Homelessness Plan of Action (June 21, 2021) Page 944 of 972  Proposed Tri-Cities IGA for Homelessness Assessment (Jun 17, 2019) SUMMARY: In 2021, Councils from the Cities of Englewood, Littleton, and Sheridan adopted, by motion, the Action Plan. The document included recommendations and action steps (projects organized into four themes: (1) Governance; (2) Single Adult System; (3) Workforce Development; and (4) Family System. Intended as three-year implementation plan, the Action Plan is set to expire on December 31, 2024. As part of the governance theme, the hiring of a Tri-Cities Homelessness Coordinator ("Coordinator") assisted the cities by providing project capacity; liaising with the County and other governmental and external entities; troubleshooting and coordinating the completion of projects; and tracking data towards performance metrics. Of the 30 action steps included in the original plan, 17 have been completed and most of the others are in progress. Staff recommends that Council consider of approval of this IGA to provide funding to continue the Coordinator position and to complete projects included in the original Action Plan. Following up from the joint Tri-Cities Council meeting on Thursday, November 21, 2024, an updated Action Plan will be brought forward to the three City Councils in January, 2025 for consideration of approval. ANALYSIS: Action Plan Overview For the last three and a half years, the Cities of Englewood, Littleton, and Sheridan collaborated on issues related to regional homelessness through the Tri-Cities Homelessness Policy Committee ("Tri-Cities"). In the summer of 2020, Tri-Cities contracted with the University of Denver (DU) to conduct studies to better understand the root causes of chronic (individual) and family homelessness in the region. After reviewing these studies, the City Councils of the Cities of Englewood, Littleton, and Sheridan met together on January 28, 2021 and gave support to contracting with a consultant to develop a Tri-Cities Homelessness Plan of Action ("the Plan"). Finalized in the summer of 2021 and adopted by all three City Councils, the Plan includes several projects and initiatives organized around four themes:  Governance;  Single Adult System;  Family System; and  Workforce Development. Accomplishments to Date Since the establishment of the Action Plan in 2021, the Coordinator worked to manage or assist in the completion of 17 of the 30 action steps included in the Action Plan, as well as to begin working on most of the remaining 13 projects. Major projects in the Action Plan completed over the course of the last three years include:  Building a strong governance structure through the implementation of the Coordinator role, a lived experience advisory board, and increasing staff capacity to address challenges (Governance);  Formalized a data-driven approach through the increased use of the homelessness management information system (HMIS); increased referrals to the OneHome Coordinated Entry system, and developed a system of tracking and reporting on plan implementation and outcome achievement (Governance); Page 945 of 972  Created a community education and engagement strategy including the launch of a centralized Tri-Cities webpage and welcome home community engagement program (Governance);  Streamlined access to homeless services for single adults within the region through the establishment of a navigation center (Single Adult System);  Provided street-based services including the launch of a coordinated outreach team and continued support of local meal and food distribution programs (Single Adult System)  Created partnerships with existing workforce programs including Bridge House and CrossPurpose (Workforce Development); and  Streamlined access to homelessness services and prevention for families through engaging local school districts as partners (Family System). Benefits of a Coordinator Benefits of a Coordinator include:  Capacity for the three cities to work on homelessness-related projects, as all three cities lack staff positions dedicated to homelessness coordinator;  Efficient and effective tracking of all projects and data towards all performance metrics in the Action Plan;  Troubleshooting challenges with program and project implementation;  Understanding the needs of nonprofit organizations and identifying how they can best partner with the cities; and  Serving as a liaison with Arapahoe County, the State of Colorado, and other external agencies to ensure that the cities are up to date on trends and funding opportunities. While the Coordinator, nor the Tri-Cities Policy Committee, provide direct services, the Coordinator plays a key role in connecting nonprofit service providers, understanding their needs, and working to build partnerships between nonprofit service providers and municipal governments. IGA Overview The IGA continues the Coordinator position, with funding approval each year, through the end of 2027. In addition to funding for this position at a cost of $120,000 per year (including benefits and related costs), the IGA includes $185,000 in funding to complete projects in the Action Plan. The total cost, including an additional $62,500 from the City of Littleton, is $487,000, with the City of Englewood, if approved, paying a total of $170,000. Under the terms of the IGA, Arapahoe County will provide the Coordinator with:  General oversight;  Employment;  Materials and workspace, including a computer, County email address, and cell phone; and  Funding for projects reviewed and approved by the Board of County Commissioners. The Cities agree to provide funding for the Coordinator position and projects, and ensure that the Action Plan is up to date through the Coordinator's period of employment. Reporting will include:  Tri-Cities- on a monthly basis, the Coordinator will file a short report and present it to the monthly meeting of the Tri-Cities Homelessness Policy Committee;  Program Administration- On a monthly basis, the Coordinator will meet with the Tri-Cities designated management to discuss progress and plans;  Reporting- The Coordinator will, on a quarterly basis, update performance data towards metrics in the Action Plan on teh Tri-Cities website; Page 946 of 972  Councils and Board of County Commissioners- On an annual basis, the Coordinator will file a report and present it to scheduled meetings of each of the three City Councils as well as the Arapahoe County Board of County Commissioners; and  Annual Report- On an annual basis, the coordinator will develop an annual report which will contain details on the status of each project and data towards each metric. Action Steps (Projects) The work of the Coordinator will focus on coordinating and overseeing the implementation of projects included in the Tri-Cities Action Plan. While the final version of the Action Plan extension will go before the three Councils in early 2025 for approval, the draft plan includes six projects which require funding, which would come from American Rescue Plan Act (ARPA) funds: Action Plan Theme Action Step Cost Single Adult Theme Create an online platform to request homeless services $10,000 Single Adult Theme Pilot a safe parking program $25,000 Single Adult Theme Strengthen outreach to landlords $25,000 Single Adult Theme Sponsor a permanent supportive housing feasibility analysis $50,000 Family System Theme Designate a lead service provider $50,000 Family System Theme Develop a peer-based support model $25,000 Time Period The time period of the agreement will run for two years, beginning on January 1, 2025 and ending on December 31, 2027. The agreement can be renewed for additional one-year periods by written agreement of the parties after the initial term expires. COUNCIL ACTION REQUESTED: Staff recommends that Council consider approval, by motion, of the attached amendment to the attached Intergovernmental Agreement (IGA) between the Cities of Englewood, Littleton, and Sheridan and Arapahoe County to continue the Tri-Cities Homelessness Coordinator position and related Tri-Cities Homelessness Action Plan ("Action Plan") projects. FINANCIAL IMPLICATIONS: Per a recommendation of members of Council, staff worked with the Cities of Littleton and Sheridan to modify the funding structure to better represent the size of each of the three cities. The IGA amendment modifies the funding structure so that the City of Littleton will now pay 50% of the total, the City of Englewood will pay 40%, and the City of Sheridan will pay 10%. Funds for all of these projects, as well as the salary and benefits for the Coordinator, will come from American Rescue Plan Act (ARPA) funding. Funder Coordinator Coordinator Projects Total Cost Per Page 947 of 972 Year #1 Year #2 (If approved) Funder City of Littleton- 50% $60,000 $60,000 $92,500 $275,000* City of Englewood- 40% $48,000 $48,000 $74,000 $170,000 City of Sheridan- 10% $12,000 $12,000 $18,500 $42,500 Total $120,000 $120,000 $185,000 $487,500 *The City of Littleton agreed to pay an additional $65,000 towards the completion of the IGA. CONNECTION TO STRATEGIC PLAN: Outcome area: Community Wellbeing Goal: Homelessness Services and Mitigation Plug in Plan: Determine whether the Tri-Cities Homelessness Plan of Action should be extended past the three year period. OUTREACH/COMMUNICATIONS: In developing the Tri-Cities Homelessness Action Plan, over 50 stakeholders, including nonprofit service providers and government officials, were interviewed. Upon completion, the Action Plan was presented to various stakeholder groups such as the Greater Englewood Chamber of Commerce and the Englewood Rotary Club. The cities also worked together to develop a Tri-Cities Homelessness Policy Committee website which includes dashboards with performance data towards identified metrics, as well as ways that the community can help with the efforts of Tri-Cities and assist people experiencing homelessness. ATTACHMENTS: CB #62 IGA Amended Tri-Cities Homelessness Coordinator SR IGA Amendment- Tri-Cities Homelessness Coordinator Presentation- Tri-Cities Coordinator IGA Amendment Page 948 of 972 1 ORDINANCE COUNCIL BILL NO. 62 NO. _____________ INTRODUCED BY COUNCIL SERIES OF 2024 MEMBER _________________ A BILL FOR AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITIES OF SHERIDAN, ENGLEWOOD, LITTLETON, AND THE COUNTY OF ARAPAHOE COLORADO FOR THE DEVELOPMENT OF A TRI- CITIES HOMELESSNESS COORDINATOR POSITION WHEREAS, in 2019 the Cities of Sheridan, Englewood, Littleton, and Arapahoe County engaged the University of Denver Graduate School of Social Work to perform an initial assessment to analyze persons experiencing homelessness; and WHEREAS, in 2021 at the conclusion of the initial assessment the Englewood City Council authorized an Intergovernmental Agreement with the Cities of Sheridan, Littleton, and Arapahoe County for the the purpose of developing a Tri-Cities Homelessness Plan of Action engaging Florence Aliese Advancement Network, LLC to develop the plan; and WHEREAS, the Tri-Cities Homelessness Plan of Action developed by Florence Aliese Advancement Network, LLC identified stakeholder roles and responsibilities; and WHEREAS, in 2022 the Englewood City Council authorized an Intergovernmental Agreement with the Cities of Sheridan, Littleton, and Arapahoe County for the development of a Tri-Cities Homelessness Coordinator position; and WHEREAS, in 2023 the Englewood City Council authorized an Amended Intergovernmental Agreement with the Cities of Sheridan, Littleton, and Arapahoe County for the development of a Tri-Cities Homelessness Coordinator position amending the scope of the agreement; and WHEREAS, the Parties have updated the Tri-Cities Homeless Plan of Action to reflect work completed by the Tri-Cities Homeless Coordinator over the last two year period and to reflect the focus of work for the upcoming two year period; and WHEREAS, in order to continue with the Tri-Cities Homeless Plan of Action the City of Englewood must enter into an Intergovernmental Agreement to fund the Tri- Cities Homelessness Coordinator position; and WHEREAS, Article XIV, Section 18(2)(a) of the Constitution of the State of Colorado, and Part 2, Article 1, Title 29, C.R.S. encourages and authorizes intergovernmental agreements; and Page 949 of 972 2 WHEREAS, Sections 29-1-203 and 29-1-203.5, C.R.S. authorize governments to cooperate and contract with one another to provide any function, service, or facility lawfully authorized to each. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section 1. The City Council of the City of Englewood, Colorado hereby authorizes execution by the City of an Intergovernmental Agreement with the Cities of Sheridan, Littleton, and Arapahoe County Colorado for the Development of a Tri-Cities Homelessness Coordinator Position, in the form substantially the same as that attached hereto. Section 2. General Provisions The following general provisions and findings are applicable to the interpretation and application of this Ordinance: A. Severability. If any clause, sentence, paragraph, or part of this Ordinance or the application thereof to any person or circumstances shall for any reason be adjudged by a court of competent jurisdiction invalid, such judgment shall not affect, impair or invalidate the remainder of this Ordinance or its application to other persons or circumstances. B. Inconsistent Ordinances. All other Ordinances or portions thereof inconsistent or conflicting with this Ordinance or any portion hereof are hereby repealed to the extent of such inconsistency or conflict. C. Effect of repeal or modification. The repeal or modification of any provision of the Code of the City of Englewood by this Ordinance shall not release, extinguish, alter, modify, or change in whole or in part any penalty, forfeiture, or liability, either civil or criminal, which shall have been incurred under such provision, and each provision shall be treated and held as still remaining in force for the purposes of sustaining any and all proper actions, suits, proceedings, and prosecutions for the enforcement of the penalty, forfeiture, or liability, as well as for the purpose of sustaining any judgment, decree, or order which can or may be rendered, entered, or made in such actions, suits, proceedings, or prosecutions. D. Safety Clauses. The City Council hereby finds, determines, and declares that this Ordinance is promulgated under the general police power of the City of Englewood, that it is promulgated for the health, safety, and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The City Council further determines that the Ordinance bears a rational relation to the proper legislative object sought to be obtained. This Safety Clause is not intended to affect a Citizen right to challenge this Ordinance through referendum pursuant to City of Englewood Charter 47. E. Publication. Publication of this Ordinance may be by reference or in full in the City’s official newspaper, the City’s official website, or both. Publication shall be effective upon the first publication by either authorized method. Manuals, Municipal Page 950 of 972 3 Code, contracts, and other documents approved by reference in any Council Bill may be published by reference or in full on the City’s official website; such documents shall be available at the City Clerk’s office and in the City Council meeting agenda packet when the legislation was adopted. F. Actions Authorized to Effectuate this Ordinance. The Mayor is hereby authorized and directed to execute all documents necessary to effectuate the approval authorized by this Ordinance, and the City Clerk is hereby authorized and directed to attest to such execution by the Mayor where necessary. In the absence of the Mayor, the Mayor Pro Tem is hereby authorized to execute the above-referenced documents. The execution of any documents by said officials shall be conclusive evidence of the approval by the City of such documents in accordance with the terms thereof and this Ordinance. City staff is further authorized to take additional actions as may be necessary to implement the provisions of this Ordinance. G. Enforcement. To the extent this ordinance establishes a required or prohibited action punishable by law, unless otherwise specifically provided in Englewood Municipal Code or applicable law, violations shall be subject to the General Penalty provisions contained within EMC § 1-4-1. Page 951 of 972 Tri-Cities Homelessness Policy Coordinator Intergovernmental Agreement (IGA) Pa g e 9 5 2 o f 9 7 2 Background •The Tri-Cities Homelessness Plan of Action (“Action Plan”) received approval from all three City Councils in 2021 •The Action Plan included four themes- Governance, Single Adult System, Family System, and Workforce Development •The Governance theme focused on building a strong foundation, which included the hiring of a Tri-Cities Homelessness Coordinator •While not providing direct service, the Coordinator is responsible for ensuring projects are completed, tracking projects, and bringing together stakeholders to achieve goals •In 2021, received one of the first ever program excellence awards from the Colorado City and County Management Association Pa g e 9 5 3 o f 9 7 2 Coordinator Achievements to Date •Coordinated, managed, or assisted with the completion of 17 or 56% of the 30 action steps included in the original Action Plan •Managed the exploration of a Safe Parking Pilot program •Coordinated the collection and reporting of Point in Time (PIT), which was specific to the Tri-Cities Region for the first time •Developed relationships and coordination meetings with McKinney-Vento Coordinators in school districts Pa g e 9 5 4 o f 9 7 2 Action Plan Completion to Date •Building a strong governance structure through the implementation of the Coordinator role, a lived experience advisory board, and increasing staff capacity to address challenges (Governance) •Formalized a data-driven approach through the increased use of the homelessness management information system (HMIS), increased referrals to the OneHome Coordinated Entry system, and developed a system of tracking and reporting on plan implementation and outcome achievement (Governance) •Created a community education and engagement strategy including the launch of a centralized Tri-Cities webpage and welcome home community engagement program (Governance) Pa g e 9 5 5 o f 9 7 2 Action Plan Completion to Date •Streamlined access to homeless services for single adults within the region through the establishment of a navigation center (Single Adult System) •Provided street-based services including the launch of a coordinated outreach team and continued support of local meal and food distribution programs (Single Adult System) •Created partnerships with existing workforce programs including Bridge House and CrossPurpose (Workforce Development); and •Streamlined access to homelessness services and prevention for families through engaging local school districts as partners (Family System) Pa g e 9 5 6 o f 9 7 2 Why Have a Coordinator? •Provides capacity to the three cities, all of which lack staff positions dedicated to homelessness coordinator •Efficiently and effectively tracks all projects and data towards all metrics in the Action Plan •Troubleshoots challenges with program and project implementation •Understands the needs of nonprofit organizations and identifies how they can best partner with the cities •Serves as a liaison with Arapahoe County, the State of Colorado, and other external agencies, to ensure that the cities are up to date on trends and funding opportunities Pa g e 9 5 7 o f 9 7 2 IGA Overview •Continues to the Coordinator position for two years, with approval each year, through the end of 2027 •Includes $185,000 in funding to complete projects included in the Action Plan, including a permanent supportive housing study •Provides the funding mechanism for the second version of the Action Plan, which will come before the three Councils in January •Total cost, including an additional $62,500 from the City of Littleton, is $487,500, with the City of Englewood, if approved, paying $170,000 Pa g e 9 5 8 o f 9 7 2 Action Steps (Projects) Action Plan Theme Action Step Cost Single Adult Theme Create an online platform to request homeless services $10,000 Single Adult Theme Pilot a safe parking program $25,000 Single Adult Theme Strengthen outreach to landlords $25,000 Single Adult Theme Sponsor a permanent supportive housing feasibility analysis $50,000 Family System Theme Designate a lead service provider $50,000 Family System Theme Develop a peer-based support model $25,000 Total Cost $185,000 Pa g e 9 5 9 o f 9 7 2 Cost Funder Coordinator Year #1 Coordinator Year #2 (If approved) Projects Total Cost Per Funder City of Littleton- 50% $60,000 $60,000 $92,500 $275,000* City of Englewood- 40% $48,000 $48,000 $74,000 $170,000 City of Sheridan- 10% $12,000 $12,000 $18,500 $42,500 Total $120,000 $120,000 $185,000 $487,500 *Littleton agreed to pay an additional $62,500 towards the completion of the IGA.Pa g e 9 6 0 o f 9 7 2 Role of the County Under the terms of the agreement, Arapahoe County will provide the Coordinator with: •General oversight •Employment; •Materials and workspace, including a computer, County email address, and cell phone •Funding for projects reviewed and approved by the Board of County Commissioners Pa g e 9 6 1 o f 9 7 2 Role of the Cities Under the terms of the agreement, the cities agree to: •Provide funding for the Coordinator position and projects •Ensure that the Action Plan is up to date through the Coordinator’s period of employment, and with approval of the County, fund the Action Plan using a similar cost share as that described for the Coordinator costs, with the City of Littleton contributing $62,000 in addition to its proportional share. Pa g e 9 6 2 o f 9 7 2 Reporting •On a monthly basis, the Coordinator will present a short report to the Tri-Cities Homelessness Policy Committee •On a regular and as needed basis, the County will meet with designated Tri-Cities management to discuss progress and plans •On a quarterly basis, the Coordinator will enter performance metrics into the electronic dashboard •On an annual basis, the Coordinator will provide a report to the Councils of all three cities and the Board of County Commissioners Pa g e 9 6 3 o f 9 7 2 Time Period The time period of the agreement shall run for two years, beginning on January 1, 2025 and ending on December 31, 2027. The agreement can be renewed for additional one-year periods by written agreement of the parties after the initial term expires. Pa g e 9 6 4 o f 9 7 2 Questions? Pa g e 9 6 5 o f 9 7 2 1 INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITIES OF SHERIDAN, ENGLEWOOD, LITTLETON AND THE COUNTY OF ARAPAHOE, COLORADO FOR THE DEVELOPMENT OF A TRI-CITIES HOMELESSNESS COORDINATOR POSITION This Intergovernmental Agreement (the “Agreement”) is entered into and effective as of this ____ day of _______________, 2024 by and between the City of Sheridan, Colorado a home rule municipality in the State of Colorado located at 4101 S. Federal Boulevard, Sheridan, Colorado, 80110, the City of Englewood, a home rule municipality of the State of Colorado located at 1000 Englewood Parkway, Englewood, Colorado 80110, the City of Littleton, a home rule municipality of the State of Colorado located at 2255 W. Berry Avenue, Littleton, Colorado 80120 (hereafter referred to as the “Cities”), and the County of Arapahoe, a statutory county of the State of Colorado located at 5334 South Prince Street, Littleton, Colorado, 80120 (hereinafter referred to as the “County”). The Cities and the County may be individually referred to as the “Party” or collectively referred to herein as the “Parties”. WHEREAS, Article XIV, Section 18(2)(a) of the Constitution of the State of Colorado, and Part 2, Article 1, Title 29, C.R.S., encourages and authorizes intergovernmental agreements; and WHEREAS, Sections 28-1-203 and 29-1-203.5, C.R.S., authorize governments to cooperate and contract with one another to provide any function, service, or facility lawfully authorized to each; and WHEREAS, the Cities and County are all experiencing an increase of homelessness in their communities; and WHEREAS, in 2019 the Cities along with the County, engaged the University of Denver Graduate School of Social Work to perform an initial assessment which interviewed and analyzed data from both single persons and families experiencing homelessness; and WHEREAS, with the conclusion of the initial assessment, the Parties engaged Florence Aliese Advancement Network, LLC, to develop an incremental operational action plan organized into priority areas, such as family homelessness and governance, with recommendation for action- steps based on national and regional best practices; and WHEREAS, a written Tri-Cities Homelessness Plan of Action (“Action Plan”) developed by Florence Aliese Advancement Network, LLC identified stakeholder roles and responsibilities and identified current and/or potential future funding opportunities including strategic steps based on regional and national best-practices and local culture, to create a solid foundation for a coordinated response system; and WHEREAS, the cities have updated and rewritten the Tri-Cities Homeless Plan of Action (“Action Plan”) to reflect work completed by the Tri-Cities Homeless Coordinator over the last two year period and to reflect the focus of work for the upcoming two year period; and WHEREAS, the Action Plan was adopted by the Cities and calls for the establishment of a Tri- Cities Homelessness Coordinator (“Coordinator”) to coordinate the implementation of the plan Page 966 of 972 2 in a manner to ensure connection to homelessness work and goals established by the County and regional best practices. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties hereby agree as follows: The recitals set forth above are incorporated into this Agreement and shall be deemed to be terms and provisions of this Agreement, to the same extent as if fully set forth in this section. I. Roles of the Parties A. The County agrees to: 1. Provide oversight of the Coordinator through the Community Resources Department, Community Development, Housing, and Homeless Services (CDHHS) Division, who will provide day to day oversight of the Coordinator. 2. Provide employment to Coordinator. a. Provide employment to the Coordinator. b. Provide payments to Coordinator. c. Provide appropriate County benefits to the Coordinator. 3. Provide materials and a workspace for the Coordinator. a. Provide a workspace, in close proximity to that of the County CDHHS team, for the Coordinator. b. Provide a computer, County email address, and cell phone for the Coordinator. 4. Provide funding only for projects reviewed and approved by the Board of County Commissioners. The County is not committing any funding based on the workplan without further approval as required by this paragraph. B. The Cities agree to: 1. Provide funding for the Coordinator. a. With an estimated annual cost of $120,000, including benefits and materials and the County’s delivery of services, the City of Englewood agrees to pay $48,000 per year for the term of the agreement, the City of Littleton agrees to pay $60,000 per year for the term of the agreement, and the City of Sheridan agrees to pay $12,000 per year for the term of the agreement. b. With an estimated annual cost of $185,000, the Cities agree to provide the County with funding to execute projects including in the Action Plan: Action Plan Theme Project Approximate Cost Single Adult Theme Create an online platform to request homelessness services $10,000 Single Adult Theme Pilot a safe parking program $25,000 Single Adult Theme Strengthen outreach to landlords $25,000 Page 967 of 972 3 Single Adult Theme Sponsor a permanent supportive housing feasibility analysis $50,000 Family System Theme Designate a lead service provider $50,000 Family System Theme Peer-based support model $25,000 Based on the agreed upon funding split, of the total project cost of $185,000, the City of Littleton will provide $92,500, the City of Englewood will provide $74,000, and the City of Sheridan will provide $18,500. The County will bill the cities twice each fiscal year, on January 1, 2025; July 1, 2025; January 1, 2026; and July 1, 2026 based on an agreed upon implementation schedule for the projects included in this Agreement. All activities or projects outlined in Tri- Cities action plan must comply with the County's procurement policies, local government procurement regulations, and applicable state and federal laws. This compliance includes following any competitive bidding requirements, conflict of interest policies, and environmental guidelines. c. The Cities have developed and revised the Action Plan that will drive the work of the Coordinator. The Cities will ensure the Action Plan is up to date through the Coordinator’s period of employment, and with approval of the County, will fund the Action Plan using a similar cost share as that described for the coordinator costs, with the City of Littleton contributing $62,500 in addition to its proportional share during this agreement period to accelerate and expand the impact of these efforts. C. The Cities and the County agree to jointly: 1. Hire a Tri-Cities Homelessness Coordinator. The County will post the position and refer candidates to the Cities and will coordinate interviewing with the Cities. 2. The Cities will recommend a candidate for the Tri-Cities Homelessness Coordinator to the County. 3. The Cities and the County will review the annual performance of the Coordinator, through the counties established performance review timeline and process. II. Reporting 1. Tri-Cities Homelessness Policy Committee: a. On a monthly basis, the Coordinator will file a short report and present it to the monthly meeting of the Tri-Cities Homelessness Policy Committee. b. The monthly reports to the Tri-Cities Homelessness Policy Committee should provide a summation of key milestones achieved and deliverables met, as well as any major challenges encountered. c. The report should be filed three days before the meeting and shall be sent to the City Manager’s Office of the City that is coordinating the Committee that year. Page 968 of 972 4 2. CDHHS and Tri-Cities Management: a. On a regular and as needed basis, the Arapahoe County CDHHS Division leadership will meet with the Tri-Cities designated management to discuss progress and plans. 3. Councils and Board of County Commissioners: a. On a quarterly basis, the Coordinator will enter performance metrics identified through the Action Plan into the electronic dashboard for tracking on each project. b. On an annual basis, the Coordinator will develop and file an annual report and present it to scheduled meetings of each of the three City Councils as well as the Arapahoe County Board of County Commissioners. c. The report to the Councils and Commissioners should be a detailed progress update, including a status update on each deliverable and data towards metrics included in each plan. d. The date of the report and filing deadlines should be coordinated with the City Manager’s Office and City Clerk in each city. III. Time Period The time period of this Agreement shall run for two years, beginning on January 1, 2025, and ending on December 31, 2027. This Agreement can be renewed for additional one-year periods by written agreement of the Parties after the initial term expires. IV. Notices Any notice, demand, or request required by or relating to this Agreement shall be given by personal delivery, by facsimile, or sent by registered or certified mail, postage prepaid, to each Party at the addresses set forth herein. CITY OF SHERIDAN: CITY OF ENGLEWOOD: City of Sheridan City of Englewood 4101 S. Federal Boulevard 1000 Englewood Parkway Sheridan, CO 80110 Englewood, CO 80110 Attn: Devin Granberry Attn: J. Shawn Lewis Telephone: (303)762-2200 Telephone: (303)762-2310 Facsimile: (303)438-3398 Facsimile: (303)762-2310 E-mail: dgranberry@ci.sheridan.co.us E-mail: slewis@englewoodco.gov CITY OF LITTLETON: ARAPAHOE COUNTY City of Littleton Arapahoe County 2255 W. Berry Avenue 5334 South Prince Street Littleton, CO 80120 Littleton, CO 80120-1136 Attn: Jim Becklenberg Attn: Katherine Smith Telephone: (303)795-3720 Telephone: (303)738-8040 Facsimile: (303)795-3818 Facsimile: (303)738-8099 E-mail: jbecklenberg@littletongov.org E-mail: ksmith@arapahoegov.com Page 969 of 972 5 V. Additional Terms A. No Third-Party Beneficiaries. Nothing in this Agreement shall be deemed to create any third-party benefits or beneficiaries or create a right or cause of action for the enforcement of its terms, in any entity or person not a Party to this agreement. B. Amendments. This Agreement shall be amended only by a written document approved by the governing bodies of all of the Parties; provided, however, that such agreement will not affect other outstanding financial obligations of the Parties unless provisions for full payment of such obligations, by escrow, or otherwise, has been made pursuant to such obligations. C. Non-Appropriation. This Agreement shall not be construed to create a multiple fiscal- year direct or indirect debt or other financial obligation of the Parties within the meaning of Article X, Section 20 of the Colorado Constitution. Pursuant to C.R.S. § 29-1-110, as amended, the financial obligations of the Parties as set forth herein after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available by the Parties’ respective governing bodies. D. Termination for Non-Appropriation. Notwithstanding any above-stated notice requirement, this Agreement is automatically terminated on January 1st of the first fiscal year for which funds are not appropriated. A Party shall give the other Parties written notice of such non-appropriation. Such withdrawal shall not impose a penalty against the Parties in the event of a failure to appropriate sufficient funds E. No Assignment. This Agreement may not be assigned by any Party. F. Severability. In the event that any of the terms, covenants, or conditions of this Agreement, or their application, shall be held invalid as to any person, corporation, or circumstances of any court having competent jurisdiction, the remainder of this Agreement, and the application and effect of its terms, covenants, or conditions to such persons, corporations, or circumstances shall not be affected thereby. G. Governmental Immunity. This Agreement is not intended, and shall not be construed, as a waiver of the limitations on damages or any of the privileges, immunities, or defenses provided to, or enjoyed by the Parties, their employees and volunteers, under federal or state constitutional, statutory, or common law, including but not limited to the Colorado Governmental Immunity Act, Section 24-10-101, C.R.S., et seq., as may be amended. H. Governing Law, Jurisdiction, and Venue. Colorado law governs this Agreement. Jurisdiction and venue shall lie exclusively in the District Court for Arapahoe County. I. Waiver of Breach. A Party’s waiver of another Party’s breach of any term or provision of this Agreement will not operate or be construed as a waiver of any subsequent breach by any Party. J. Execution. This Agreement may be executed in several counterparts, and by facsimile, or electronic pdf, each of which will be an original, and all of which together will constitute one and the same instrument. IN WITNESS THEREOF, the Parties have caused to be executed this Intergovernmental Agreement regarding the Tri-Cities Homelessness Coordinator. Page 970 of 972 6 CITY OF SHERIDAN ARAPAHOE COUNTY ___________________________ ___________________________ Name: Name: Title: Title: Date:_______________________ Date:_______________________ ATTEST: ATTEST: ___________________________ ___________________________ APPROVED AS TO FORM: ___________________________ CITY OF ENGLEWOOD CITY OF LITTLETON ___________________________ ___________________________ Name: Name: Title: Title: Date:______________________ Date:_______________________ ATTEST: ATTEST: ___________________________ ___________________________ APPROVED AS TO FORM: APPROVED AS TO FORM: ___________________________ ___________________________ Page 971 of 972 7 Page 972 of 972