HomeMy WebLinkAbout2004-10-04 (Regular) Meeting Agenda PacketI
Regu l ar City Council Meeting
October 4, 2004
Ordinance # 54, 55, 56, 57, 58, 59, 60
Resolution~~~ 92, 93, 94, 95, 96, 97
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ENGLEWOOD CITY COUNCIL
ENGLEWOOD, ARAPAHOE COUNTY, COWRADO
Regular Session
October 4, 2004
I. Call to Order
The regular meeting of the Englewood City Council was called to order by Mayor Garrett at 7:40 p.m.
2. Invocation
The invocation was given by Council Member Barrentine.
3. PledaeorAIJeglance
The Pledge of Allegiance was led by Mayor Garrett.
4. RoUCaU
Present:
Absent:
A quorum was present.
Also present:
Council Members Tomasso, Moore, Barrentine, Garrett. Bradshaw,
Wolosyn, Woodward
None
City Manager Scars
City Attorney Brotzman
Assistant City Manager Aahcrty
City Clerk Ellis
Division Chief Vandcrmcc, Safety Services
Director Gryglcwicz, Finance and Administrative Services
Director Ingle, Information Technology
Director Kahm, Public Works
5. Consideration or Minutes or Previous Session
a) COUNCIL MEMBER WOLOSYN MOVED, AND IT WAS SECONDED, TO APPROVE
THE MINUTES OF THE REGULAR CITY COUNCIL MEETING OF SEPTEMBER 20, 2004.
Mayor Garrett asked if !here were any comments. questions or corrections. There were none.
Vole results:
Motion carried.
Ayes:
Nays:
Council Members Barrentine. Moore, Bradshaw, Garrett, Wolosyn,
Woodward, Tomasso
None
6 . Recognillon or Scheduled Public Commnt
a) Mayor Garrett said we have Firefighter Combat Challenge Team members Roman Rede and Brian
Baker present to address City Council regarding the upcoming World Challenge being held in Las Vegas.
Ro man Rede introduced Brian Baker and Dennis McTaggart . We arc part of the five-member squad of the
Firefighter Combat Challenge Team. Recently three of our members traveled to Oakland. California 10 qualify our
learn in the individual and team relay compccition. They wen1 there on their own expense and did very well on a
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Englewood City Council
October 4, 2004
Pagel
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limited amount of training. What that qualifies us for is to travel to Las Vegas on November 9th to compete in the
World Combat Challenge in both individual and team relay. If you all recall, two years ago the City of Englewood
sponsored and funded our team to travel to Deerfield Beach to compete in the exact same thing. Instead of me
explaining exactly what the competition is we do have a video tape of the competition, which will give you a better
idea of exactly what we do. After watching the video, Firefighter Rede said that is what we do. For the team relay
we have five individuals and each person docs one event in sequence. Part of our team, like I said, also qualified for
individual events, where each one of us runs the entire course by ourselves . Going to Vegas ... this is a lot of
exposurr.. This is an International competition ... a lot of Canadian teams, obviously a lot of American teams and
there are teams that come from Germany as well .
Firefighter Baker said we are here to show you what we have been doing and what we have been training to do for
years and years. Vegas will cost approximately $3,200.00. That is what we are coming to you for, since in the past
you did fun<I us and sponsor us and we would like to be sponsored by the City of Englewood, as we arc racing for
the City of Englewood and the Englewood Fire Department and not some corporate corporation.
Council Member Bradshaw said have you talked to your union about some funding also? Mr. Baker said no, we
have not. She said okay, I didn't know. I know sometimes .. .! am a member ofNEA -National Education
Association -and for certain things they would fund half or something like that. I don't know if Firefighters would
do that. Mr. Rede said we have been working with Director Olson and he recommended that we come and talk to
you all first before we even looked elsewhere . I understand you all were just trying to reduce the budget by
400,000.00, so our timing might be kind of bad right now . Ms. Bradshaw said we did that before we came in so it
is okay. Mr. Baker said we are looking at one per cent here guys , so it really can't be that bad . Mr. Baker said thank
you very much for your time.
Mayor Garrett said thank you very much and good luck.
b) Mayor Garrett said we have the Keep Englewood Beautiful Commission Chair Eric Crotty and
Board Members here to address Council.
Mr. Crotty recognized the Commission ml;!mbers in the audience . There was applause. We just wanted to come to
Council and give you an update on the Keep Englewood Beautiful SK, which was held on August 28111• It was the
first 5K in Englewood ... within the City limits. This was part of our fund raising effort for our Household
Hazardous Waste Roundup. which is an extremely expensive event for us. In the first year we had a lot to learn .
We had never done anything quite so involved before, but we want (O thank you guys for your participaticin ... for
helping us with our donors and some of our sponsors. We had a total of 84 entrants of which 67 ran ... which,
according to our events manager. was pretty good for a first year, so we were happy about that . We had a total of
6,137 .00 in prize donations from Englewood businesses that supported our efforts in thi ~ •;?d actually provided, I
think . a lot of interest in the race and a lot of grateful people at the end. The majority of our runners were between
the ages of 10 and 60. We had expenditures of $1,450.00, the total participants fees collected were $2,615.00 and
we netted $I , 164.00 in that effort, which is not bad for the first year. We had several hundred volunteer hours just
from the Commission alone, as well as the City Council members who helped us with this. We wanr to thank
everybody. including the 29 sponsors and the 84 runners , all of whom contributed at least $20.00 to the event. So,
thank yo u for your effort . We really appreciate it and we look forward to a bigger and better event next year.
Mayor Garrett said thank you very much .
Council Member Bradshaw said well done .
c) Englewood Citizen Lisa Archuleta was scheduled to address City Council regarding the types of
vehicles that can be legally parked at a residence. She was not present.
7 . Recocnitlon or Umcbeduled Public Commtnt
There were no unscheduled visitors.
8. Communlcatlom, Prodamatlom and Appolntmmll
Englewood City Council
October 4, 2004
Page3
a) A letter from Samara Ferber indicating her resignation from the Keep Englewood Beautiful
Commission was considered.
COUNCIL MEMBER WOWSYN MOVED, AND IT WAS SECONDED, TO ACCEPT, WITH REGRET,
THE RESIGNATION OF SAMARA FERBER FROM THE KEEP ENGLEWOOD BEAUTIFUL
COMMISSION.
Council Member Wolosyn said Samara Ferber has been a great member.
Vote results:
Ayes:
Nays:
Motion carried.
Council Members Barrentine, Moore, Bradshaw, Garrett, Wolosyn,
Woodward, Tomasso
None
b) A letter from Deborah Howard indicating her resignation from the Keep Englewood Beautiful
Commission was considered.
COUNCIL MEMBER WOWSYN MOVED, AND IT WAS SECONDED, TO ACCEPT THE
RESIGNATION OF DEBORAH HOWARD FROM THE KEEP ENGLEWOOD BEAUTIFUL
COMMISSION.
Ayes :
Nays:
Motion carried.
Council Members Barrentine, Moore. Bradshaw. Garrett, Wolosyn,
Woodward, Tomasso
None
c)
considered.
A proclarnation declaring the week of October 3 -9 , 2004 as Fire Prevention Week was
COUNCIL MEMBER BRADSHAW MOVED, AND IT WAS SECONDED, TO APPROVE A
PROCLAMATION DECLARING THE WEEK OF OCTOBER 3 -9, 200I AS FIRE PREVENTION
WEEK.
Ayes:
Nays:
Motion carried .
Council Members Barrentine, Moore, Bradshaw, Garrett, Wolosyn,
Woodward. Tomasso
None
Mayor Garrett presented Fire Marshall Greene with the proclamation.
Fire Marshal Greene said I wanted to thank Council for participating with the judging. We've had a great start to
the week with all the posters . There was applause.
9. Consent Agenda
a) Approval of Ordinances on First Reading
There were no additional items submitted for approval on first reading. (See Agenda Item I I (a).)
b) Approval of Ordinances on Second Reading
There were no items submitted for approval on second reading .
c) Resolutions and Motions
There were no additional resolutions or motions submitted for approval . (See Agenda Item 11 (c).)
Englewood City Council
October 4, 2004
Page4
10. PubUc Hearing Items
No public hearing was scheduled before Council.
11 . Ordinances, Resolution and Motions
a) Approval of Ordinances on First Reading
CJ
i) A recommendation from the Department of Finance and Administrative Services, City
Clerk's Office to adopt an emergency bill for an ordinance regarding ballot question No. 2A pertaining to municipal
elections was considered.
COUNCIL MEMBER BRADSHAW MOVED, AND IT WAS SECONDED, TO APPROVE AGENDA ITEM
11 (a) (I) • COUNCIL BILL NO. 55.
COUNCIL BILL NO. 55, JNTRODUCED BY COUNCIL MEMBER BRADSHAW
A BILL FOR AN ORDINANCE AMENDING THE BALLOT LANGUAGE OF ORDINANCE NO. 34, 2004,
DUE TO A SOFTWARE PROBLEM WITH ARAPAHOE COUNTY, AND DECLARING AN EMERGENCY.
Mayor Garrell asked if there was any discussion . There was none .
Vote results:
Ayes: Council Members Barrentine, Moore, Bradshaw, Garren, Wolosyn,
Woodward, Tomasso ·
Nays : None
Motion carried.
ii) Director Gryglewicz presented a recommendation from the Department of Finance and
Administrative Services to adopt a bill for an ordinance approving the 2004 Mill Levy for collection in 2005. He
said the General Mill Levy is set at 5.88 mills, which is unchanged, I think. for the last ten years and the mill levy
for Debt Service is set at 2 .44 mills .
Mayor Garrell asked if there were any questions for Director Gryglewicz.
Council Member Barrentine said is the 2.44 an increase or was it the same? Mr. Gryglewicz said it was increased
from 2 .34 to 2 .44 and that is because the total assessed value went down, just a small amount, so the mill levy floats
up to make certain that the Debt Service payments can be made as contracted.
Mayor Garrell asked if there were any other questions for Director Gryglcwicz. There were none.
COUNCIL MEMBER WOLOSYN MOVED, AND IT WAS SECONDED, TO APPROVE AGENDA ITEM
11 (a) (ii) • COUNCIL BILL NO. 52.
COUNCIL BILL NO. 52. INTRODUCED BY COUNCIL MEMBER WOLOSYN
A BILL FOR AN ORDINANCE FIXING THE TAX LEVY IN MlllS UPON EACH OOLLAR OF THE
ASSESSED VALUATION OF ALL TAXABLE PROPERTY WITHIN THE CITY OF ENGLEWOOD.
COLORADO.
Vote results:
Ayes :
Nays :
Motion c arried.
Council Members Barrentine. Moore, Bradshaw. Garrett. Wolosyn.
Woodward, Tomasso
None
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Englewood City Council
October 4, 2004
Pages
b) Approval of Ordinances on Second Reading
There were no items submitted for approval on second reading.
c) Resolutions and Motions
0
i) Director Gryglcwicz presented a recommendation from the Department of Finance and
Administrative Services to adopt a resolution approving the Transfer of Funds from the Risk Management Fund to
the Employee Benefits Fund . Mr. Gryglewicz said this transfer is between the Risk Management Fund of
300,000.00 to the Employee Benefits Fund. What happened was the premiums that arc paid were based on 27 pay
periods of collection, but there are actually only 26 this year ... there are actually 27 paychecks cut this year, but only
26 pay periods ... so they arc behind one revenue payment. So to make it whole, there is a transfer from the Risk
Management Fund, which this year has a small amount of excess, so it is just a straight across transfer.
Mayor Garrett asked if there were any questions for Director Gryglcwicz. There were none.
COUNCIL MEMBER WOLOSYN MOVED, AND IT WAS SECONDED, TO APPROVE AGENDA ITEM
11 (c) (I)· RESOLUTION NO. 88, SERIES OF 2004.
RESOLUTION NO . 88, SERIES OF 2004
A RESOLUTION APPROVING THE TRANSFER OF RJNDS TO THE 2004 BUDGET.
Vote results:
Motion carried .
Ayes :
Nays :
Council Members Barrentine, Moore, Bradshaw, Garrett, Wolosyn.
Woodward. Tomasso
None
ii) Director Ingle presented a recommendation from the Depanmcnt of Information
Technology to approve by motion the execution of an integrated procurement and support agreement with CRW
Associates of San Diego for the purchase and implementation of a new Permit Tracking system. Mr. Ingle said two
Study Sessions ago we had the opportunity to brief Council on the proposed contract with CRW Associates for the
Permit Tracking system, which is also inclusive of software to handle the City's many licenses and to do Code
Enforcement tracking, which is currently not an automated system within the City . The Committee, composed of
approximately 20 staff from various depanmcnts, undertook an extensive process to evaluate different national
software providers and arrived upon the recommendation ofCRW, based on a combination of the software
functionality, the technical fit of the product, the business partner fit and finally it was the lowest cost alternative for
the City, both on the capital expenditure and oper,lting basis . This does come in below the project estimate of
348,000.00. The complete contract , including implementation services and items to be procured separately by the
City is $27 1,000.00
COUNCIL MEMBER BRADSHAW MOVED, AND IT WAS SECONDED, TO APPROVE AGENDA ITEM
11 (c) (Ii). THE EXECUTION OF AN INTEGRATED PROCUREMENT AND SUPPORT AGREEMENT
WITH CRW ASSOC IA TES OF SAN DIEGO FOR THE PURCHASE AND IMPLEMENTATION OF A
NEW PERMIT TRACKING SYSTEM.
Mayor Garrett asked if there was any discussion .
Council Member Bradshaw said Don. thank you so much for getting on this so quickly. Mr . Ingle said thank you.
Ms. Bradshaw sa id I reall y appreciate it.
Vote results:
Ayes : Council Members Barrentine , Moore. Bradshaw, Garren. Wolosyn.
Woodward , Tomasso
0
Englewood City Council
October 4, 2004
Page6
Nays:
Motion carried.
12 . General Discussion
a) Mayor's Choice
None
i) Mayor Garrett said I would like to address the request of the Firefighters Combat Team.
Do we know how much we have available in the City Councils budget for Aid to Other Agencies? Council Member
Wolosyn said I'm not sure, but I think we have $1 ,500.00 left. We have the $500.00 that goes to individuals which,
I think, is consistent with them and I think there is $1,000.00 that wc have left that we never used. We might be able
to do that, because there are some numbers that never get touched.
Mayor Garrett said do you think we could do the full $3,200.00 from that particular fund? Ms . Wolosyn said I
would have to look at it ... but not from the Aid to Other Agencies. Mayor Garrett said can we take it from the
Council budget? Ms. Wolosyn said exactly, that might be possible.
Council Member Bradshaw said maybe a combination? She said Aid to Other Agencies is closed out.
Council Member Wolosyn said right, but I think we left S 1,000.00 in there and then we had $500.00. But, she said,
I think that in all the other line items ... many of them we never really exhaust.
Mayor Garrett said so you have a lot of confidence that we have $3,200.00? Council Member Wolosyn said I don't
have a lot of confidence, because it has been a long night ... but I know where my numbers arc at home.
Council Member Bradshaw said should we ask Director Gryglcwicz?
Director Gryglcwicz said 1 don't know if you would like to, but there arc funds available in the Contingency if you
would like to use those . Ms. Wolosyn said thank you Frank.
Mayor Garrett said in the City Council Contingency or in the Contingency in general? Mr. Gryglcwicz said it is just
the General Contingency Funds that we budget each year for things that come up that just aren't budgeted at the
budget planning session.
Council Member Bradshaw said I would like to sec us use those funds . Ms. Wolosyn said I would 100:
Council Member Wolosyn said do wc want to do a combination or do wc want to do just all contingency?
City Manager Scars said I think what we really wanted to do was to get Council's direction, to get a feel for whether
you felt this was an appropriate funding . Once you have made that decision, my recommendation is to take it out of
Contingency. Council needs to do their own budget and there may be some savings within Safety Services to add to
it.
COUNCIL MEMBER WOLOSYN MOVED, AND IT WAS SECONDED, TO USE CONTINGENCY
FUNDS TO UNDERWRITE THE PARTICIPATION OF OUR FIREFIGHTERS IN THE WORLD
CHALLENGE BEING HELD IN LAS VEGAS.
Mayor Garrett asked if there were any comments.
Mayor Garrett said 1 would like to say this ... that they always make very good representatives of our City. w~ver
they go. so 1 will be willing to s upport this one.
Vote results :
Ayes :
Nays :
Council Memben Barrentine, Moore. Bradshaw. Garrett. Wolosyn,
Woodward, Tomasso
None
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Englewood City Council
October 4, 2004
Page7
Motion carried .
b) Council Members· Choice
i) Council Member Bradshaw:
tJ.
I . She said we have a resolution refunding the permit fees , sales and use taxes paid by the contractor for the
House of Hope located at 3301 South Grant in Englewood . This is just a one time thing, is this correct? Mayor
Garrett said correct. Ms. Bradshaw said okay.
Council Member Bradshaw said will we get a letter off to those folks to say .. .look you do have a non-profit tax ID,
figure out how to use it? City Attorney Brotzman said we have that prepared. Because, Ms. Bradshaw said, I don 't
know that we can continue to do this each time.
The resolution was assigned a number and read by title .
RESOLUTION NO. 89, SERIES OF 2004
A RESOLUTION REFUNDING PERMIT FEES, SALES AND USE TAXES PAID BY THE CONTRACTOR
FOR THE HOUSE OF HOPE LOCATED AT 3301 SOUTH GRANT STREET, ENGLEWOOD. COLORADO.
COUNCIL MEMBER BRADSHAW MOVED, AND IT WAS SECONDED, TO APPROVE RESOLUTION
NO. 89, SERIES OF 2004.
Mayor Garrett asked if there was any comment. There was none .
Vole resulls:
Ayes :
Nays :
Motion carried.
Council Members Barrentine. Moore, Bradshaw. Garrett, Wolosyn,
Woodward. Tomasso
None
2 . She said ,J want to thank staff for the excellent information for the Budget Retreat on the is• and also for
their quic k response 10 the additional $400,000.00 that we asked them to cut. We really appreciate your time and
e fforts . Thank you.
ii ) Council Member Wolosyn said thanks to KEB for coming out.
Mayo r Garre ll said we have a resolution declari ng the intent of the City of Englewood 10 sign the Metro Mayors "
Cauc us 2004 Regiona l Me morandum of Understanding o n Water. When I rece ived thi • kno wing that I had no
ex pe rt ise. I had Stu Fonda review ii and he thought it was in Engle wood's interest that we should ign up for thi
Memorandum of Understand ing . G iven that, I would ask the Clerk 10 assi gn it a number.
T he resolut ion was assigned a number and read by title .
RESOLUTIO N NO. 90. SERIES O F 2004
A RESOLUTION DECLARING THE INTENT OF THE CITY OF ENGLEWOOD, COLORADO TO SIGN THE
METRO MAYORS " CAUCUS 2004 REGIONAL MEMORANDUM OF UNDERSTANDING ON WATER .
MAYOR GARRETT MOVED, AND IT WAS SECONDED, TO APPROVE RESOLUTION NO. ,0, SERIES
Of 2004.
Mayor Garrell asked if there was any comment. There was none .
Englewood City Councll
October 4, 2004
Page8
Vote results:
Ayes :
Nays:
Motion carried.
Council Members Barrentine, Moore, Bradshaw, Garrett, Wolosyn,
Woodward, Tomasso
None
Clerk's note : This was listed on the Agenda as Item 12 (b) (ii).]
13 . City Manager's Report
a) City Manager Sears said I would like to note publicly that I am very happy to be able to appoint
Rick Kahm to the position of Public Works Director. Rick has served the City for 37 years. He has been a member
of the team and actually did apply ... at one point in time ... to be Public Works Director, but he also served the City
very well as Capital Projects Director. I think this will be a blending of some of those responsibilities. Rick has
served this City extremely well and does an extraordinary job providing leadership and working with other members
of the Council and members of the management team. I am very pleased that Rick has accepted the appointment
and look forward to him providing leadership in that role .
14. City Attorney's Report
City Attorney Brotzman did not have any matters to bring before Council.
15 . Adjournment
MOVED TO ADJOURN. The meeting adjourned at 8:02 p.m.
1.
2 .
3.
AGENDA FOR THE
REGULAR MEETING OF
THE ENGLEWOOD CllY COUNCIL
MONDAY, OCTOBER 4, 2004
7:30 P.M.
Englewood Civic Center -Council Chambers
1000 Englewood Parkway
Englewood, CO 80110
Call to order. ? ; 1/o ~
Invocation.~
Pledge of Allegiance. ~
4. RollCaD. au 7 ~
5. Consideration of Minutes of Previous Session.
appd '7-(J Minutes from the Regular City Council meeting of September 20, 2004. ~
6. Recognition of Scheduled Public Comment. (Please limit your presentation to ten minutes.)
a. Firefighter Combat Challenge Team member Roman Rede and Brian Baker will be present to
address City Council regarding the upcoming World C::hallenge being held in Las Vegas. .
b . Keep Englewood Beautiful Commission Chair Eric Crotty and Board Members will be present
lo express their appreciation to City Council.
c. Englewood Citizen Lisa Archuleta will address City Council regarding the types of vehicles that
can be lega!IY parked at a residence.
7. Recognition of Unscheduled Public Comment. (Please limit your presentation to five minutes. lime
for unscheduled public comment may be limited to 45 minutes and if limited shall be continued to
General Discussion .)
8. Communications, Proclamations, and Appointments.
a . A letter from Samara Ferber indicating her resignition from the Englewood Keep Englewood
Beautiful Commission.~
Please note: If ou have a disabilily and need iWXllia,y aids Of M!rvicN, please notify the Clly of Englewood
303 · 62-2405) at leilst -48 hours in ildvance of when seMCN ill'e needed. Turi
Englewood City Counci l Agenda
October 4, 2004
Page 2
A letter from Deborah Howard indicatin
Englewood Beautiful Commission.
9 . Consent Agenda Items.
b .
Approval of Ordinances on First Reading.
ff
Approv Ordinances on Second Reading.
a.
C . Resoly and Motions.
er 3 -9, 2004 as Fire Prevention Week. ~
10. Public Hearing Items. (No Public Hearing Scheduled .)
ff
11 . Ordinances, Resolutions and Motions.
a. Approval of Ordinances on First Reading.
i.
Oj}/J'l~
Coµncil Bill No. 55 -Recommendation from the Department of Finance and Administrative
Services, City Clerk's Office to adopt an emergency bill for an ordinance
regarding ballot question No. 2A pertaining to municipal elections. JIAf! 1 . "' . SOURCE:
Dan Brotzman, City Attorney, and Loucrishia A. Ellis, City Oen.~ ii.
trfd'
l-0 b.
c.
Council
Bill No 52 -Recommendation from the Department of Finance and Administrative
Services to adopt a bill for an ordinance approving the 2004 Mill Levy for
collection in 2005. STAFF SOURCE: Frank Gryglewicz, Director of Finance and Administrative
Services.~ Approval
of Ordinances on Second Reading. Res£
s and Motions. Recommenda
tion from the Department of Finance and Administrative Services to adopt
a resolu tion approving the Transfer of Funds from the Risk Management Fund to
the Employee Benefits Fund . STAFF JCJ~RJ=,!: -~~ ~ryglewicz, Director of Finance
and Administrative Services. W~r-.--ii.
Recommendation from the Department of Information Technology to approve by o
otionJhe
execution of an integrated procurement and support agreement with CRW
Associates of San Diego for the purchase and implementation of a new Permit Trac
king sys tem . STAFF,l)~R~E_: JI°" I~ Department of lnfonMtion Technology
Director. /?j~ Please
note: If you have a disability and need auxiliary aids or servk~ please notify the City of Englewood 303 -
762-2405) at least 48 hours in advance of when sefVICN are needed. Thank you.
Englewood City Council Agenda
Octobe r 4, 2004
Page3
12. G eneral Disc u ssion .
a. Mayor's Choice.
APP'D 7-0 WOLOSYN MOVED TO USE CONTINGENCY FUNDS TO
UNDERWRITE THE PARTICIPATION OF OUR FIREFIGHTER'$
IN THE WORLD CHALLENGE BEING HELD IN LAS VEGAS .
f}. .~ Of _,,b. Co"ocil Member, Choice.
I ·r· C/ i. Resolution regarding House of Hope.~
ii. Resolution declaring the intent of the City of Englewood to sign the '
tJ Caucus 2004 Regional Memorandum of Understanding on Water. Jro.....-,,.1:a.J"7 ,
f/'l.,o
13 . City Manager's Report.
14. City Attorney's Report.
15 . Adjournment. ?-0)....~
The following minutes were transmitted to City Council between September 17 and September 30, 2004.
Englewood Public library Board meeting of August 10, 2004.
Keep Englewood Beautiful Comm ission meeting of August 10, 2004.
Planning & Zoning Commission meeting of August 1.,.., 2004.
Please note : If you have a disability and need .iuxilwy .iids or semces. pie-notify the City of Enatewood
303-762-2 405) at least 48 hours in ildvance of when semces .e needed. Tulk
i •
ENGLEWOOD CITY COUNCIL
ENGLEWOOD, ARAPAHOE COUNTY, COLORADO
Replar Sealon
September 20, 2004
J
l. Call to Order
The regular meeting of the Englewood City Council wlS called to order by Mayor Garrett at 7:35 p.m.
2. lnwc:adoa
The invocation was given by Council Member Barrentine.
3. Pledae of AUepanee
The Pledge of Allegiance WIS led by Mayor Garrett.
4 . RoUCall
Present:
Absent:
A quorum was present.
Council Members Tomasso. Moore, Barrentine. Garrett. Bndahaw,
Wolosyn, Woodward
None
Also present: City Manager Sears
City Aamiey Brouman .
AssisWll City Manager flaherty
City Clerk Ellis
Director Olson. Safety Services
Director Oryglewicz, Finance and Administrative Services
Director SimplOD. Community Developmelll
Senior Planner Langon. Community Development
Director Black. Parks and Recreation
5. Consideration of Mlnuus or Previous Sel5ion
a) COUNCIL MEMBER WOLOSYN MOVED, AND IT WAS SECONDED, TO .APPROVE
THE MINUTES OF THE REGULAR CITY COUNCIL MEETING OF SEPTEMBER 7, 2llt.
Mayor Garren asked if there were any questions. comments or corrections. There were DODI:.
Vote results: Ayes : Council Members Barrentine. Moore. Bradshaw, Garrell. Wolosyn.
Woodward. Tomasso
Nays : None
Mouon carried<
6 . Rerocnition or ScWuled hblk C--
a) Mayor Garrett said Director Chris Olson wiU addrea City Council acknowledsi• Cnia Holpilll
for ,ts uppon of the Englewood Dq,uUIIC1ll of Safety Services.
OtrectOI' Olson id asaonall) ,1 our pleuwe to really boaor wllll -~ IO be me of die ft.-t
orpruutlO ,n this C11). 1f noc ia die~ and. quite pouibly. ia die world• well. for.-...Uy lipdicall
C
Englewood City Councll
September 20, 2004
Page2
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wo rk that they have done for us and with us. We have had an extremely excellent working relationship with Craig
Hospital o ver the last several years that they have been here . We would like to continue with that tradition. Just
recently we have experienced wonderful cooperation with them regarding the training facilities they provided for us ,
in the form of homes that were being destroyed and so forth , but also for the cooperation from their staff. What I
wo uld like to do is ask Training Chief Kraig Stovall to please come forward and join me at the podium. Also, I
would like to ask Dr. Manley, who is a Senior Vice President at Craig, to step forward as well, along with Lee
Means, the Director of Engineering for Craig Hospital . Gentlemen.
Chief Sto vall said I would like to read a letter that we drafted in honor of this occasion, in recognition of the
contributions that Craig Hospital has made to training fire and police officers over the last several years. This is
dated August 13• from Chris Olson, the Director of Safety Services. "The Dcpartmcnt of Safety Services would
like 10 take this opportunity to bring to the attention of the Englewood City Council the contributions of Craig
Hospital to the training of our firefighters and police officers. Over many years Craig Hospital bas par1DCrcd with
the Dcpanmcnt of Safety Services to provide training to Safety Services personnel by providing unpreccdcntcd
opportunities to train within the Hospital facility and it properties. The opportunity to train within a facility such as
Craig Hospital is of inestimable value to our pcnonncl in gaining experience in managing large scale incidents.
Craig Hospital has also frequently offered the use of buildings that have been scheduled for demolition, to our
firefighters and SW AT team to gain hands-on experience in life-like situations that would, otherwise, not be
available to us. The Dcpanmcnt of Safety Services would like to extend its appreciation specifically to President
Dennis O 'Malley, Vice President of Operations Scott Manley, and Director of Engineering Lee Means for lhcir
incredible support for and cooperation with the training and development of our personnel. The invcstmcnl of Craig
Hospital and these individuals to the Dcpu1Jncnt of Safety Services cannot be overstated. The Englewood
Department of Safety Services extends its appreciation and commendation to Craig Hospital for its outstanding
s uppon in the training offirc and police personnel for the City of Englewood." 'There was applause.
Chief Stovall said now the Director would like to extend our appreciation. by virtue of a plaque, to Dr . Manley.
Director Olson said our plaque is from the City of Englewood and Mr. Scars signature is on here, as is mine. The
plaque states. this is ''An Outstanding Support Award presented to Craig Hospital in recognition and appreciation of
o utstanding suppon for both fire and police services training. from the Englewood Department of Safety Services.
Signed September 20. 2004." He presented the plaque to Dr. Manley. There was applause.
Director Olson said and this next award goes to a very special person all of us have worked with for years and this
is. again, an excellent example of the cooperation that wc have with this wonderful facility that we have in the City
o f Eng lewood. I would like to read the award. It is called an honorary membership. It says, "An Honorary
Membership in recognition and apprcciation of outstanding support for both fire and police training services to Lee
Mea ns. Lee Means is bcrcby conferred with honorary membership in the Englewood Department of Safety
Services. Sig ned this date -September 20 , 2004." He presented the plaque to Mr. Means. There was applause.
Darec1or Olson said Kraig Stovall put a lot of this together so, Chief Stoval l, thank you. There was applause.
Council said tha nk yo u very m uch.
b) Bill Clayton said thank you for this opponunity to s peak with you. I delivered a letter to Council
this las1 week and I ho pe ii got to yo u soon enough for you to read it. I am not going to take a lot of yOlil" time this
evening . I want to, first of all . thank the City for its ongoing support of the House of Hope program . It bas been
fo ur years now .. .i t docsn 'I seem poss ible that it has been that long, but for four years now wc have been providing
assistance to homele ss families to help them become more self-sufficient. As far as I know, wc have not yet bad a
complai nt fro m the ne ighborhood. If you get a chance you might drive by and take a look at the House of Hope.
Thi was a preuy o ld , rundown building when wc took ii o ver and I don't think it has ever looked better. The lawn
looks nice . We've go t a bunc h o f Boy Sco uts doing Eagle proj ects on landscaping. Our new windows arc in. The
interior has been painted by various vo lunteer groups . In fact. over and over it has been painted . Our effons arc to
cont inuously a nd incrementa ll y improve the building . And of c ourse, that is why I am here this evening. Our most
rccen1 projects arc o ur brand new wi ndow for the building, wh ich have been inswlcd. We alto have some grant
funds from the Daniel's Fund to build a handicapped accessi ble balhroom on the main floor . We are not 11ft if it
111 be ADA complian1. because of the structural limitations in that old building. But our hope is thal we will be
I-•
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Englewood City Coundl
September 20, 2004
Page3
able to accommodate a handicapped family, which we really can't do at this point. We also have some other needs
that we think we arc going to get some funding for ... mainly a new fire panel. In that old building, the fire panel bas
been tbcrc a long time and while it is functional, it really isn't as good as it ought to be and we want to make sure
everyone stays safe. Of course, all of these things cost money and our money comes from donations, or the support
from the City ofEnglewood or the City of Littleton, United Way, Arapahoe County and other organizatiom. So, I
am here this evening to ask you if you would exempt us from sales and use tax as we move forward on tbcsc kinds
of projects . I would be happy to answer any questions you would have and I think the tcucr is pretty descriptive .
Council Member Bradshaw said on the certificate of exemption the address is 4002 South LoweU Boulevard in
Sheridan? Mr. Clayton said one of the things we have done from the very beginning ... the WCllem Arapahoe
County Homeless Alliancc ... is we tried not to become an organization. We don't have any staff and we don't have
any employees, so we have tried to divert all of our resources into the program. And that connection, Tina Podalak,
who is the president of WACA ... that was her office address and that is the address that our mail went while she was
working for Sheridan. She no longer works for Sheridan and we have changed our office to 3301 South Grant
Street. the House of Hope address. We need to correct that on the State's records.
Council Member Bradshaw said and this license is good until when? Mr. Clayton said it doesn't expire, as far as I
know. She said okay .
Council Member Barrentine said I wanted to let you know that when I took a tour of the House of Hope I ran into
you, taking the time to save the additional money and that you were trained and found out what the requirements
were to keep their fire extinguishers up to date so you could go in and do that yourself to save the additional money.
I am sure that all of your efforts to save and volunteer work are appreciated over there. Thank you.
Mr. Clayton said tbanlc you . We try to be real frugal and at the same time, we have been absolutely
uncompromising in making sure that the building is safe for the residents. These are people who arc at risk anyway
and they often don't have the knowledge that maybe the rest of us would, about bow to make sure that they are
living in a safe environment, so I really feel that we have to take that extra step and work on tbollC things.
Mayor Garren said thank you very much. We generally bring these things up toward the end of the meeting, if a
council member brings them up . Mr. Clayton thanked Mayor Ganctt.
7. Recopltlon of Unscbeduled Public Co-a
There were no unscheduled visitors.
8. CollllllllDications, Proclamations 1111d Appointmts
a) A proclamation declaring the month of Sepcembcr as Pain Awareness Month was considered.
COUNCIL MEMBER WOWSYN MOVED, AND IT WAS SECONDED, TO APPROVE A
PROCLAMATION DECLARING THE MONTH OF SEPTEMBER AS PAIN AWA~ MONTH.
Ma yor Garrett asked if there were any comments . There were none .
Vote results:
Ayes :
Nays :
Motion carried .
Council Members Barrentine, Moore. Bradshaw, Garrett, Wolosyn,
Woodward, Tomasso
None
Mayor Garrett asked if there was anyone present to accept the proclamation .
Council Member Wolosyn said I called CJ and let her know ... sbe either works nights or sleeps for that shift ... and I
told her I would pick it up and drop it off. She also asked me to extend her thanks and apprc,ciation.
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Englewood City Council
September 20, 2004
Page4
b) A resolution appointing Alternate Member Laura Rogers as a Regular Member of the Urban
Renewal Authority was considered .
COUNCIL MEMBER WOLOSYN MOVED, AND IT WAS SECONDFJ>, TO APPROVE AGENDA ITEM 8
b) · RFSOLUTION NO. 86, SERI~ OF 2004.
RESOLUTION NO . 86, SERIES OF 2004
A RESOLUTION APPOINTING LAURA ROGERS TO THE URBAN RENEW AL AUTHORITY FOR THE
CITY OF ENGLEWOOD, COLORADO .
Vote l'l!llllts:
Motion carried .
Ayes:
Nays :
Council Members Barrentine, Moore, Bradshaw, Garrett, Wolosyn,
Woodward , Tomasso
None
Mayor Garrett presented a City pin and certificate to Ms . Rogers . There was applause .
9 . Consent Agenda
a) Approval of Ordinances on First Reading
There were no items submitted for approval on first reading .
b) Approval of Ordinances on Second Reading
There were no additional items submitted for approval on second n:ading. (See Agenda Item 11 -Regular Agenda.)
c) Resolutions and Motions
There were no additional resolutions or motions submitted for approval . (See Agenda Item 1I -Regular Agenda.)
10. Public Hearing Items
a) Mayor Garrett said this is a Public Hearing to gather public input on the propoacd 2005 Budget for
the City of Englewood .
COUNCIL MEMBER BRADSHAW MOVED, AND IT WAS SECONDFJ>, TO OPEN THE PUBLIC
HEARING TO GATHER PUBLIC INPUT ON THE PROPOSED 2005 BUDGET FOR THE CITY OF
ENGLEWOOD.
Vote results:
Aye s: Council Members Barrentine, Moore, Bradshaw, Garrett, Wolosyn,
Woodward, Tomasso
Nays : None
Motion carri ed and the public hearing opened .
Direc tor Gryglewicz, being duly sworn , said I presented the City Clerk with Proof of Publication that notice of this
publi c hearing was published in the Englewood Herald on September 3. 2004 and September 10, 2004. This is a
Public Hearing to gather information on the City of Englewood's Proposed Budaet for 2005 . There will be a
staff/Co uncil retreat , which is scheduled for Saturday, the 25• of Scpccmber .
Mayor Garrett asked if anyone had questions for Frank on the budget. There were noac.
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Englewood City Council
September 20, 2004
PageS
0
D
Mayor Garrett said in our packets we received these pamphlets ... the 2005 Proposed Budget Summary. At what
point are these published and when would they be available to the c.:ommunity? Mr. Gryglewicz said they arc
available right now. I did put some out on the table, by the signup sbcct for this Public Hearing. The proposed
budget itself is available ... the big book .. .in the City Manager's Office and the Library. If someone wished to have
a copy or excerpt of that, they could call the Finance office as well .
Mayor Garrett said is this updated and reflective of our budget discussions. Mr . Gryglewicz said it will be updated
when it is passed and there will be a number of changes that will be discussed Saturday. This is a dynamic
document and it changes day to day. There will be some adjustments that will be made there and also different
department directors will discuss their proposed cuts at that time as well . Mayor Garrett said that meeting is open to
the public? Mr. Gryglewicz said yes . Mr. Garrett said it will be held where? Mr. Gryglewicz said it will be held in
the Community Room.
Council Member Bradshaw said and at what time? City Manager Scars said 9 o'clock. Ms. Bradshaw said 9
o'clock this Saturday.
Mayor Garrett asked if there were any other questions for Mr . Gryglewicz. There were none. He said thank you
very much.
Mayor Garrett said we had a roster for people to sign up who would like to testify at this Public Hearing and nobody
signed up. ls there anyone here who did not sign up, who would like to address the Council on this budget for next
year? There were none.
COUNCIL MEMBER BRADSHAW MOVED, AND IT WAS SECONDED, TO CLOSE THE PUBLIC
HEARING TO GATHER PUBLIC INPUT ON THE PROPOSFJ> 2005 BUDGET FOR THE CITY OF
ENGLEWOOD.
Vote results:
Ayes : Council Members Barrentine, Moore, Bradshaw, Garrett. Wolosyn,
Woodward, Tomasso
Nays : None
Motion carried and the public bearing closed.
Mayor Garrett said thank you Frank .
11. Ordinances, Raolulion and Motiolll
a) Approval of Ordinances on First Reading
There were no items submitted for approval on first reading .
b) Approval of Ordinances on Second Reading
i) Council Bill No. 40 (as amended) approving the proposed Denver Seminary Planned Unit
Development was considered.
COUNCIL MEMBER BRADSHAW MOVED, AND IT WAS SECONDED, TO APPROVE AGENDA ITEM
11 (b) (I). ORDINANCE NO. S2, SERI~ OF 2004
Mayor Garren asked if there was any discussion. There was none.
ORDINANCE NO. 52, SERIES OF 2004 (COUNCil. Blll. NO. 40, INTRODUCED BY COUNCil. MEMBER
BRADSHAW)
AN ORDINANCE APPROVING THE DENVER SEMINARY PLANNED UNIT DEVELOPMENT (PUD)
L<X' ATED AT 3401 SOUTH UNIVERSITY BOULEVARD. IN THE CITY OF ENGLEWOOD. COLORADO.
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Englewood City Council
September 20, 2004
Page6
Vote results:
0
Ayes : Council Members BaJTC11tine, Moore, Bradshaw, Garren, Wolosyn,
Woodward, Tomasso
Nays : None
Motion carried.
Mayor Garren said we wish you well on your project.
ii) Council Bill No. SI approving the Golf Course Restaurant Concessionaire l..eaac
Agreement with Caddie Shack was considered.
COUNCIL MEMBER BRADSHAW MOVED, AND IT WAS SECONDED, TO APPROVE AGENDA ITEM
11 (b) (U) • ORDINANCE NO. 53, SERIES OF 2004
ORDINANCE NO. 53, SERIES OF 2004 (COUNCIL BILL NO. Si, INTRODUCED BY COUNCIL MEMBER
BRADSHAW)
AN ORDINANCE APPROVING THE GOLF COURSE RESTAURANT CONCESSIONAIRE LEASE
AGREEMENT BETWEEN THE CITY OF ENGLEWOOD AND CADDIE SHACK.
Vote results:
Motion carried.
Ayes : Council Members BaJTC11tinc, Moore, Bradshaw, Gancn. Wolosyn,
Woodward, Tomasso
Nays : None
c) Resolutions and Motions
i) Director Gryglewicz presented a recommendation from the Department of Finance and
Administrative Services to adopt a resolution approving the Tranlifer of Funds from the Public Improvement Fund to
the General Fund for Brownfields Loan Debt Service. He said this is a transfer from the Public Improvement Fund
to the General Fund. We generally make our lease and debt payments out of the General Fund, mainly so that we
can account for them all in one place. This was initially discussed with Council at a preliminary budget and finance
discussion that was held on April 10• of this year. The amount of the transfer is $100,063.00. And as I said, that is
debt service payment on the Brownfields loan that was used at the ball fields that were COIISUUC1Cd .
M ayor Garrett asked if there were additional questions for Mr. Gryglewicz. There were none.
COli~CIL MEMBER WOLOSYN MOVED, AND IT WAS SECONDED, TO APPROVE AGENDA ITEM
11 (c) (l, • RF.SOLUTION NO. 87, SE~ OF 2004.
RESOLtrrlON NO . 87, SERIES OF 2004
A RES( 1LUTION APPROVING THE TRANSFER OF FUNDS TO THE 2004 BUDGET FOR BROWNFIELDS
LOAN l 'EBT SERVICE.
Mayor Garren asked if there was any discussion. There was none .
Vote results:
Ayes :
Nays :
Moti o n carried.
12 . General DiscuisioD
Council Members Barrentine, Moore, Bradshaw, Garrett, Wolosyn.
Woodward, Tomasso
None
Englewood City Council
September 20, 2004
Page7
a) Mayor's Choice
Mayor Garrett did not have any matters to bring before Council.
b) Council Members' Choice
i) Council Member Bradshaw :
I . She said I would like to thank Jeff Sanchez for following up on all the issues on Fox Street. Thank you
very much and tell your crew thank you.
2 . She said there is graffiti on the south wall of the Silver Cliff aparttncnts and we need to get somebody to
address that. What happened was, during the construction, some trees had fallen and so some clever folks had
decided to build bridges across, so that they could come over and graffiti a plain wall . Those homemade bridges
have been removed, so we need to get the paint.
3. She said I would like to bring up the House of Hope issue. Mr. Clayton had talked to me before this
meeting and I think they provide a phenomenal service. I agree with Council Member Barrentine, he is very frugal .
But. I think that we need to have an exemption for sales tax and use tax and permit fees.
City Attorney Brotzman said if I may, as to an individual business, you may not exempt them or waive them . You
may rebate or refund that amount.
Ms . Bradshaw said okay, I think we should rebate or refund sales and use tax and permit fees.
Council Member Wolosyn said arc you saying always for the House of Hope or just for this instance? I just want to
clarify.
Ms . Bradshaw said I think always .. .I really do.
Mayor Garrett asked if there were any questions or comments .
Mayor Garrett said I guess the issue that I would have is, what is the criteria that we will set. as Council, for rebating
or reimbursing people for sales and use tax?
Council Member Bradshaw said this is a non-profit that provides services to the whole county. They have taken a
building that was an eye sore and a nuisance and turned it into a real viable part of our community. And I think ,
rather than have them come back every si ngle time , I don't know why we couldn't do this , but Council ... fecl free to
jump in.
Mayor Garrett said one of the things is that I have trouble sometimes approving, for one individual entity, something
that oth er people may or ma y not qualify for . We also have a process called Aid IQ Other Agencies, which is
so meth ing the y can apply for and come back to us for, in essence, the reimbursement or even more, for those funds.
And my preference would be that that is an avenue . The criteria wc gcr.crally use for Aid to Other Agencies ... that
they provide co mmunity service. arc located in Englewood and arc helping our citizens ... they arc doing all of that.
Co un cil Member Bradshaw said but the Aid to Other Agencies budget is so tight and wc always have two or three
times the number of requests for the amount of money we do have . And, wc have added several organizations in the
las t few years that we didn 't fund before. I think that budget is so tight. I just think wc would be cutting another
progra m to give them mone y.
Ma yor Garre tt said well, it is the same dollars. The only way we can fund Aid to Other Agencies is with sales and
use tax dollars. for the mo st part . Ms . Bradshaw said I know . Mr . Garrett said so to me the dollars arc fundable in
the sense that if we give rebate out of one fund or another fund , it really doesn 't matter . We only have a ccnain
pocket of money to collect from . Ms. Bradshaw sai d, but my concern is. wc have Meal s on Wheeb that provide
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Englewood City Council
September 20, 2004
Page8
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meals to all of our citizens , we have Doctors, Inc. that provide free medical treatment and I cannot sec us in this day
and age cutting any of those programs to maintain that $32,000.00 ... plus we have miscellaneous requests
throughout the year. I really have to disagree with you on this issue .
Mayor Garrett asked if there were any other comments or questions.
Council Member Moore said if I may jump in ... maybe another aspect here is wc are talking about refunding, when
they arc spending the money otherwise, as opposed to our dollar charity allocation each year is a fixed budget we
allocate. What wc arc really saying is when the House of Hope is making improvements to the property, we are
letting them do it. So, yes, we would otherwise collect that sales and use tax, but we also wouldn't be collecting it if
they weren 't doing those projects . So in that sense. it is, almost in a way , at their control. I am comfortable, myself,
in going this avenue, as well as still having Aid to Other Agencies for its normal purposes .
Council Member Wolosyn said if we arc going to go this way, I would like to have something pretty tight written up
about it. I just think that we really do have to be careful about the future .
Council Member Bradshaw said future Councils can always reverse what we have done . This is a simple majority
vote .
Council Member Wolosyn said well I think it is nice if we make a statement of what our criteria is and why we are
doing this ... in particular because we arc singling out a place .
Council Member Woodward said arc we specifically talking about the sales tax and use tax for the real estate, the
property itself or improvements there or for anything and everything? Ms . Bradshaw said for the improvements.
Mr . Garrett said only for the location on Grant. Ms . Bradshaw said yes, only at the Grant location.
But , Council Member Barrentine said, it has come up about some other organizations that, potenlially, don't charge
the citizens anything to do things where there arc remodels or things done at their home or they arc not charging the
citizens if it would make it more attractive for them to provide those services for Englewood citiKns. It might come
up for some other entities. And if we were able to write things up so that we can allrlCt those kinda of people to
come in and service this community ... who arcn 't charging their citizens, who arc improving their property, then it
might be something we would want to look at. So, while I don't have a problem with doing the HOUie of Hope, I
think a community attr!lcts businesses by even toying with the idea of not allowing them to pay sales tall for a
certain period of time . If you have an avenue where you can take non-profit organizalions that arc donating or doing
free work for people who are disabled or elderly or for whatever reason, and arc impmving their propeny so that
the y can rema in in thi s community, that the subject will come up again . If you have an objection to the idea of it,
th en ma ybe we could dis cuss it now .
Co unci l Me mber Woodward sai d I didn 't have an objection. I was just trying to get clear on it. Ms. Barrentine said
I didn't mea n to loo k directl y at yo u when I was talking, I'm sorry . Mr . Woodward said I was tryi ng to get clear on
who we were talkin g about, if we were talking about th e improve ments or if we were talking about all sales tax for
any purchases that they may make ... for office equipment, for whatever, that's what I was trying to get clear on. Ms .
Brads haw said the y already have that certificate to take care of thaL It is just that on the contractor and I think this
ba throo m addition is going to be si zeable . It really looks very complicated.
Ms. Wolosyn said so thi s will be for use tax, right?
Co unci l Member Bradshaw said yes and sales tax on materials . You guys, what is the maximum amouat of money
we arc talking about ? Director Simpson said based on the proposed scope of work. I believe that the salca and use
tax wo uld not exceed a maximum of $8 ,000 .00 . I can't imagine that it would be more .
Co unc il Member Brad shaw said I, specifically, in that proposal said the House of Hope .
Co unc il Member Wolosyn said I like Jim 's caveat, it should be for improvements .
Englewood City Council
September 20, 2004
Page9
J
Mayor Garrett said there arc two ways we can approach this. We can do this as sort of an ad hoc resolution this
evening, and it changes, maybe, the timing of the reimbursement, or we could outline the criteria that we're going
through ... why we think they qualify for this, so future Councils will know why we did it specifically. That would
be my preference. If we wait until the next meeting and pass it as a resolution, it is a little more detailed.
Council Member Bradshaw said I think that is important. Ms. Wolosyn said I agree.
Ms. Barrentine said do you want to split it out so that there is something for the future ... split this particular one out
as a rebate, because they have already paid it? Do that one separate and then do something separate for the future.?
Mayor Garrett said I was looking at it from an entity basis ... that we say the House of Hope, because they arc based
in Englewood, they provide these services for Englewood, they arc upgrading a property that has been neglected
over the years and we believe that it will add value to the community. Sort of the criteria why we think we should
do this for the House of Hope.
Which, Council Member Barrentine said, would take care of what they have already paid and the future allocation?
Mayor Garren said yes. until Council decides not to do that.
Mayor Garrett said is everyone comfortable with that?
So, Council Member Bradshaw said, then we will have a vote at the next Council meeting? Mayor Garren said it
will come forward as a resolution . Ms. Bradshaw said okay, that would be October 4•.
Mayor Garren asked Ms. Bradshaw if that was okay. Council Member Bradshaw said yes, that's fine.
ii) Council Member Woodward:
I . He said we completed our last day of the Household Hazardous Waste Roundup and we had approltimatcly
200 vehicles come through there ... that we allowed to go through. We probably had another SO minimum that we
had to tum away because they were not from the City of Englewood or the City of Littleton. Unfonunatcly, there
was some press, I think from the Rocky Mountain News that morning, that had mentioned that we were having this
Roundup. In any event, we were unable to take the stuff that they had, because it cost us approximately three times
the amount of the co-pay to take the things from each vehicle. So, anyway. we were very successful in what we had
done and very pleased and hopefully we will see the numbers shortly.
2 . He said I wanted to mention about a Neighborhood Watch meeting that I attended a couple of weeks ago,
where I was a block captain. Although we have acknowledged Nancy Peterson before, I. again, just want to state
that the program that she puts together and the support and participation from the community .. .is incredible. I
would guesstimate there were probably 125 people attending this quarterly meeting. She docs a heck of a job. Also ,
at that meeting. one of her speakers was Susan McDonnell from Safety Services. She talked about how she supports
some of the seniors in our community, in her position as basically a victim's advocate. She had also mentioned
some cri mes that had happened against some of the seniors in our community. When I heard that, I took a little
interest in that, simply because I had talked to a friend of mine at an Englewood High School soccer game and she
to ld me a bout an incident that her parents had, at the end of August, at a King Soopers here locally. Her mother, an
85 year o ld woman, was followed home by three individuals in a car who had cwrncd to her that she had hit the
c urb and bent up her tire . As these two people were in her yud talking to her, the third individual elllered her home.
Fo nunately. her husband was there and told him to get out. But the point being, that in talking to Susan McDonnell
thi s mo rning regarding that. .. to see if she was aware of that, she said that it A!J pcars that we arc having a number of
problems like that and they kind of come and go with our seniors in the City. I guess with that, I would like to ask
T o m Munds if maybe something could be put in the Herald just asking us, as citizens and seniors, to be careful of
purses, o f o ur property and for us as citizens to be watching out for our fellow seniors. Also. maybe Jerrell or I
could talk to Joe Sack about mentioning this over at the Malley Centcr ... not to alarm anybody, but to get a little bit
more community awareness and community support.
13 . City Manqer's Report
Englewood City CouncU
September 20, 2004
Page 10
City Manager Sears did not have any matten to bring before Council .
14. City AUorney'1 Report
a) City Attorney Brotzman said in the two arbitrations, the arbitrators in each cue ... the EEA and the
EPBA ... selected the management's offer.
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To:
Thru:
From :
Date :
T y 0 F ENGLEWOOD
COMMUNITY DEVELOPMENT
City Council • /
Robert Simpson, Director, Community Development r 'f/
Anthony Fruchtl, Planner ~
Keep Englewood Beautiful\J./
October 4, 2004
Subject: Keep Englewood Beautiful 1" Annual SK Family Fun Run
The Keep Englewood Beautiful Commission held its 1" Annual SK Family Fun Run on
Saturday August 28, 2004. The 1" Annual SK Family Fun Run was held to help raise additional
funds which support the Commission's charge of promoting environmental awareness . The
Family Fun Run included 84 paid participants, 67 of whom ra1 , the race.
In total, the Commission raised $1,164.44 to help fund Commission sponsored events.
The Commission would like to thank the numerous donors and volunteers who helped make
the Family Fun Run a success. Without the support of City Council, the community, and the
participants the event would not have been possible. And, as always, the Commission would
like to thank everyone for helping to Keep EnBlewood Beautiful.
Donated Prizes Values
Please note this figure does not include a cash value for the T-Shirts (and associated
cos ts) trash bins , and race day food items .
Total: $6,137.00
Cash Eamed
Paid Participants :
Cash Donations :
Total:
Expenditures
Kinko 's Printing:
Ameri Copy Printing:
Warning Lights :
Bibs and Pins :
Trophies :
Eclec tic Edge Events :
Total:
S1,59S .OO
1,Q20 .00
2,615.00
100.1 8
21 .07
196.00
45 .:!5
198.06
890.00
1,450.56
o\ttached: 2004 SK Fun Donation List
1000 Lnglewood Parkway Englewood, Colorado 80110 PHONE JOJ-762-2342 FAX J0)-783-6895
WWW..,.._...,...,. OIi
C KEEP ENGLEWOOD BEAUTIFUL: 5-K FUN RUN
August 28, 2004
29 Donors
1. Jerrell Black, Director of Parks & Recreation Department
1000 Englewood Parkway 80110
t303-762-2680
4 Aquatic Center Passes $
960.00
150+ Pirate's Cove Admission Passes $
1,050.00
Race site tables, chairs, set-up, take-down, ..
and staff support in planning: $
90.00
2. Gary Hultberg, Recreation Manager
Englewood Recreation Center
1155 West Oxford Avenue 80110
303-762-2680
1 punch card
25.00
3. Englewood Municipal Golf Course
2101 West Oxford Avenue 80110
303-762-2670
2 foursomes and carts@ $156/ea $
312.00
4. Gart Sports
T-shirts
Water Bottles SN/A ..
s. Sports Authority Corporate Offices
Cindy Lee, Jacqueline Elliott, Brian Martelon, Alice Clement
1050 West Hampden Avenue 80110 '
303-200-5050
3 gift certificates
2 certificates @ $100/ea $
200.001certificate@ $50
S 50.00
6. Advantage Screen Print
Ellen Carlson
2055 West Amherst Avenue 80110 $ N/A303-781-5855
T-Shirts Design
7. Armando's Pizza and Pasta • •
Mr. & Mrs. Sarlo , owners
1610 East Girard Place, Unit M 80110
720-3 77-2 285
1 Gift Certificate: $
50.00
8. Auto Dealer Lending, UC
Jon Cook, President
1664 South Broadway, Denver 80210
303-733-3995
1 Check
9. Boulder Running Company
Contact?
2775 Pearl Street, Boulder 80302
303-897-9255
3 Gift Certificates@ $20/ea
4 Gift Certificates @ $25/ea
10. Burt Chevrolet
A. J. Guanella, Vice President
5200 South Broadway 80113
303-762-0333
T-Shirts ; printing of same
11. City Center Wine & Spirits
Mr. & Mrs. Yirgalem Kidane
800 Englewood Parkway 80110
303 -7 61 -9888
1 Gift Certificate
12. Country Buffet
Jeff Tannier
30 1 Englewood Parkway 80110
303-7 88-0347
Ru n-day Br eakfast and Beverage
Meal Discount Coupons
Wa ter Bottles
13. Eagle Waste Sel'\'ices
Rich Tollmiller
BOO Sou th Windermere 80110
303-8 7::?-8387
Ro l~away Trash Bins
14. Flood Middle School
Matt Bednorz. ssis tant Coach/Teacher
36 S outh Lincoln Str eet 80113
303-76::?-1 ::?::?6
500.00
60.00
100.00
N/A
S25 .00
N/A
SN/A
SN/A
SN/A
O+ Foo tba ll Pl,1yer Volunteers {EHS ) (Human Barricades ) and Asst. Coach Bedno rz
t
C 15. Foothills Physical Therapy, P.C.
M s. Bronny Broo ks, Owner
800 En glewood Parkway #B203 80110
303-7 61 -3 085
1 Gi ft Certificate $ 50 .00
1 Check $ 50 .00
16. Home Depot . t
Assistant Manager "Chris"
3000 West Belleview Avenue, Littleton 80123
303-794-0352 -~ ..
2 fi ve-gallon coolers @ $20/ea $ 40.00 ..
17. ICin~ '-nn~~
Store Manager
5050 South Federal Bouleva rd 80110
303 -7 98-252 1
Gift Card $ 20 .00
18. King Soopers
Sto re Managaer
101 Englewood Parkway 80110
303 -7 86 2-0013
G ift Card $ 15.00
19. Meadow Gold Dairies
Ke n G ard enyo
1325 W est O xford Avenue 80110
All -you -can -ea t ice crea m cups $ N/A
20. Office Depot
Don, Manager
895 West Hampden Avenue 80220
303-806-8080
Plastic Bags and Paper Printing S 150.00
2 1. Patriot & Loyali st Pub & Grub
Chris Fairh.all & Jeff Bahde. Publican
3455 South Inca Street #B 80110
303 -7 62-5399
3 Gift Ce rtificates @ $25/ea S 75 .00 f'
22. Richard's Motors, LLC
Paula Sparacino, Owner/Manager
3809 South Broadway 80110
303 -761 -121 2
4 G ift Certificates@ $60/ea $ 240.00
1 Replacement for Lost Certificate
23. Safeway Food & Drug . t
Audrey Harpe, Manager ~
201 East Jefferson Avenue 80113
303-781-0463 ....
15 cases of Bottled Water@ $10/ea $ 150.00
24. Shear Ar1
Susan
7061 South University Boulevard #6, Centennial 80122
303-730-1551
1 Gift Certificate for Manicure and Pedicure $ 50.00
1 Gift Certificate for Hot Stone Therapeutic Massage $ 70 .00
5 Gift Certificates for Hair Cut and Style $ 175 .00
25. Steakhouse 10
Pete & Kostas Kallas, Owners
35 27 South Elati Street 80110
303-789-0911
3 Gift Certificates @ $50/ea $ 150.00
handwritten on business cards by L. Barrentine)
26. Tranquil Touch
Jennifer Chaet, Owner
2485 West Main Street #205, Littleton 801 20
303-439-992.2
1 Certificate for 1-hour Tranquil Touch Massage $ 100.00
27. United Studios of Self Defense
David Laughlin, Chief Instructor
2539 West Main Street, Littleton 80120
303-730-0704
3 Gift Certificates @ $50/ea $ 150.00
3 one-month trainings $ 630 .00
28. Valley Motors (Bahne, Inc.)
Jim Bahne • •
4550 South Broadway 80110
303-761-092
1 Check $ 100.00
29. WASA Western Alternative Sports Association
Nathan Baldwi, VP of Operations
10316 South Woodrose Lane, Highlands Ranch 80129
303-683-2446
1 Free Team
4 Visors
TOTAL KNOWN VALUE OF DONATED ITEMS:
500.00
6,137.00
PLEASE PRINT
NAME
PUBLIC COMMENT ROSTER
AGENDA ITEM 7
DATE: October 4, 2004
ADDRESS ,377&?
September l, 2004
Englewood City Council
Samara J. Ferber
4861 South Clarkson Street
Englewood, Colorado
80113
Keep Englewood Beautiful Commission
Anthony Fruchtl, Community Development
Englewood Civic Center
1000 Englewood Parkway
Englewood, Colorado 80110
Dear City Council, KEB, and Anthony:
Effective immediately I am resigning from KEB. I have enjoyed serving
Englewood and working with these dedicated citizens. Please con ey my
sincere thanks to KEB for executing the First Annual SI< Fun Run/Walk. Valerie,
Eric, Jim, and Dooley were incredible in their efforts to make this event happen
for KEB and Englewood.
My best to I<EB in their continued efforts to keep Englewood beautiful.
1
y,
SEP -7 ax)f
E'IG~:Wr.Jo. COlOiUOO
IECEMD
1m1sam \
Cffl WANAOla'S OfftQI
f'COL"WOGD . CO
Sept. 2, 2004
Eric Crotty
Cbairpenon
Keep Englewood Beadifitl
1000 Englewood Parkway
Englewood, co 80110
Dear Eric and the Keep Englewood Belulitbl Commiuioo,
I am writing to raign tom the KEB Commiuioll. I llllllt apologize tbr my
abtenee in the lut year . My work and home life IIWlt tab precedec::e It this time.
Thank you tbr all the bird work you have done. I will miu being a juror with you
all tbr the holiday lights.
Sincerely,
Deborah Howard COMIIUMrv DEVELOPMENT ,,.,.,. "
r---_:.:-:.::,:TAIENT
SEP -7 ax>4
ENGLE¥JOoo.cawRADo
REC ~IVED
8UN ,..._,~ Off iCI
t".WO ~. 0:0
J
PROCLAMATION
WHEREAS, fire kills 3,500 to 4,000 people in the United States each year
and 80% to 85% of all fire deaths occur in the home; and
WHEREAS, taking simple safety precautions, such as identifying and
removing everyday home fire hazards can help prevent the majority of home fire
and home fire deaths; and
WHEREAS, proper installation, testing and maintenance of smoke alarms listed by
qualified testing laboratories are part of a system of fire protection; and
WHEREAS, developing a home fire escape plan, with two ways out of each room and an
outside meeting place, and practicing it twice a year with every member of the household, are
critical to escaping a fire safely; and
WHEREAS, the nonprofit NFPA (National Fire Protection Association) has been the
official sponsor of Fire Prevention Week for 81 years, and the 2004 Fire Prevention Week theme,
Test Your Smoke Alarms"' motivates children and families to work together to conduct a home
hazard hunt, develop and practice a home fire escape plan, and install and test smoke alarms; and
WHEREAS, NFPA dedicates "Team Up for Fire Safety" to the hundreds of firefighters who
so valiantly gave their lives to save others in 200 I, especially on September 11 ; and
WHEREAS, the fire service of Englewood is committed to the safety of life and property
from the devastating effects of fire; and
WHEREAS, the members of the fire service are joined by other concerned citizens of
Englewood, as well as other emergency service providers and safety advocates, businesses, schools,
service clubs, and organizations in their fire safety efforts;
NOW THEREFORE, I, Douglas Garrett, Mayor of the City of Englewood, Colorado, hereby
proclaim the week of October 3rd tbroup 9th, 2004 as :
FIRE PREVENTION WEEK
which commemorates the great Chicago Fire of 1871 , which killed 250 persons, left 100,000
homeless and destroyed more than 17,400 buildings and serves as the motivating force to bring the
people of Englewood, Colorado together to build a safer community.
I call upon the people of Englewood to "Team Up for Fire Safety" by participating in fire
prevention activities at home , work and school, and taking the steps needed to make their homes
and families safe from fire .
GIVEN under my hand and seal this 4th day of October, 2004 .
Douglas Garrett. Mayor
COUNCIL COMMUNICATION
Date: Agenda Item: Subject:
October 4, 2004 11 a i Charter Question for November 2, 2004 Election
Initiated By: Staff Source:
City Attorney 's Office and City Clerk's Office Dan Brotzman, City Attorney
Loucrishia A. Ellis, City Clerk
COUNCIL GOAL AND PREVIOUS COUNCIL ACTION
On June 21 , 2004 City Council approved Ordinance No. 34, Series of 2004 which submitted to a
vote of the registered electors, at the November 2, 2004 Election, a proposed amendment to
Section 12 of the Home Rule Charter to address an election timing issue. The amendment to the
Charter would allow the City of Englewood to conduct their elections on the same date as set forth
in State law.
Pursuant to Ordinance No. 34, Series of 2004 the ballot question reads as follows:
QUES1ION NO. 2 A
Shall the Home Rule Charter of the City of Englewood, Arlk:le II, Seclion t 2, be amended to ,ad as
follows:
ARTICLE II. ELECTIONS
12: Municipal elections.
A general municipal election shall be held on the '.ft,es .. w, after the fi.-st Me,.da, i" ~ler.e1Mer,
19§9, aA .. hieAAii1ll·1 ttlereafter. date:; spetjfigd jg $t;tle iaw. Special municipal elections shal be
held in accordance with the provisions of this Charter. The polling places shall be open from seven
A.M. to seven P.M . elections days.
Yes No
RECOMMENDED ACTION
On September 22, :!004, the Arapahoe County Clerk advised the City that due to a software
problem th ey are unable to print the question using the strike through and double underline.
The City Attorney's Office and the City Clerk's Office seek Council approval for an emergency bill
fo r an ordinance amending the ballot language by removing the strike through and double
underline. If approved, the ballot question will read as follows :
t
QUEmON NO. 2 A )
Shall the Home Rule Charter of the City of 'Englewood,~}.~ ~~,be~-to read as
foll . . ' . • .... ows: .. . "),! X"' . . . . ~,,.: . . ·. .. .. ~ . ~~ ~.. -.
t-· : ,(t}-~ . ·., :· ~ ~
12: • t
FINANCIAL IMPACT
LIST OF AlTACHMENTS
Proposed emergency bill for an ordinance .
ORDINANCE NO .
SERIES OF 2004
BY AUTHORITY
INTRODUCED BY COUNCILfMBMBER ____ _
AN ORDINANCE AMENDING THE BALLOT LANGUAGE Of ORDINANCE
tio. 34, 2004, DUE TO A SOFTWARE PR.OBI.BM Wffll AaAPABOE OOUWJ'Y,
AND DECLARING AN EMERGENCY.
WHEREAS, the City Council of the City of Englewood, Colorado approved
Ordinance No. 34, Series of 2004 which submitted a Charter amendment to a vote of
the registered electors at the November 2, 2004 Election; and
WHEREAS, Ordinance No. 34, 2004 submitted the proposed amendment to the
Englewood Home Rule Charter, allowing the City to conduct their elections on the
same date as set forth in State law; and
WHEREAS, the Arapahoe County Clerk advised the City that due to a software
problem they ar,: unable to print the ballot question using the strike through and double
underline; and
WHEREAS, the passage of Ibis Emergency Ordinance will allow amending the ballot
question language by removing the strike throujb and double underline to read as the
proposed amendment would read if approved by the voters at the November 2, 2004
Election;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL Of THE CITY
OF ENGLEWOOD, COLORADO, AS FOLLOWS :
Scctjon 1. Ballot question No. 2A, is hereby amended to read as follows :
Question No. 2A
Shall the Home Rule Charter of the City of Englewood, Article 11, Section 12, be
amended to read as follows :
ARTICLE 11 . ELECTIONS
12 : Municipal e lections.
A general municipal election shall be held on dates specified in State law .
Special municipal elections shall be held in accordance with the provisions of
this Charter. The polling places shall be open from seven A.M . to seven
P.M . election days .
Yes No
1-
Sectjon 2. Each elector voting at said election and desirous of voting shall
indiCllte bis/her choice by depressing the appropriate counter of the voting machine
or by the appropriate marking upon paper ballots where used.
Section 3. The proper officials of the City oi Englewood shall give notice of said
next scheduled municipal election, such notice shall be published in the manner and
for the length of time required by law, and the ballots cast at such election shall be
canvassed and the result ascertained, determined, and certified u required by law.
Sectjop 4. Only if the question is approved by the registered electon of the City
of Englewood shall the Section be amended and the Charter, u amended, certified to
the Secretary of State.
Sectjon S. For purposes of Section 1-11-203.S, C.R.S., this Ordinance shall serve
to set the title and content of the ballot issue set forth herein and the ballot title for
such question shall be the text of the question itself. Any petition to contest the
form or content of the ballot title may be filed with the District Court and a copy
served on the City Clerk within five days after the title of the ballot question is set by
the City Council on final reading of this Ordinance.
Section 6. If any section, puagraph, clause, or other portion of this Ordinance is
for any reason held to be invalid or unenforceable, tbe invalidity or unenforceability
shall not affect any of the remaining portions of this Ordinance.
Section 7. An emergency is hereby declared rcquirin1 immediate pmqe of this
Ordinance because if the lanpae of Ordinance No. 34, Series of 2004 is not amcaded,
removing the strike through and double underlining, the Ballot question will not be able
to be placed on the coordinated Ballot for the November 2, 2004 Election and the City
of Englewood will have to bold a separuc election and incur additional colCI for liid
separate election.
Section 8. The City Council finds and determines tbat an emerpucy exilCI and dial
passage of the within Bill for an Ordinance is neceuary for the immediate preservation
of public property, health, peace and safety, and said Bill for Ordinance shall be
effective upon publication following final passage .
lntroduced, read in full as an Emergency Bill for an Ordinance and passed on tint
reading on the 4•h day of October, 2004 .
Published as an Emergency Bill for an Ordinance on the 8th day of October, 2004 .
Douglas Garrett, Mayor
ATT EST:
Loucnshia A . Ell is , City C lerk
2-
J
I, Loucrishia A. Ellis, City Clerk of the City of En&lewood, Colorado, hereby certify
that the above and foregoing is a true copy of an EJDC11eDCY Bill for an Ontinance,
introduced, read in full, and passed OD first reading on the 4th day of October, 2004.
Loucrishia A. Ellil
3-
CJ .
COUNCIL COMMUNICATION
Date: Agenda Item: Subject:
October 4, 2004 11 a ii Bill For An Ordinance Establishing
The 2004 Mill Levy Collected in 2005
Initiated By: Staff Source:
Department Of Finance and Administrative Services Frank Gryglewicz, Director
COUNCIL GOAL AND PREVIOUS COUNCIL ACTION
City Council and staff held a 2004 Goals/2005 Budget discussion on April 10, 2004. A preliminary
budget summary and update was done on August 23, 2004. A public hearing regarding the
proposed 2005 Budget was heid on September 20, 2004. The operating budgets and Multiple
Year Capital Plan for all City departments and funds was reviewed at a budget retreat held on
September 25 , 2004.
RECOMMENDED ACTION
Staff recommends Council approve this bill for an ordinance establishing the 2004 mill levy to be
collected in 2005.
BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED
The City of Englewood assesses property tax for the general operations of the government and for
the Community Center Debt Service Fund. TABOR restricts the City from raising the mill levy
without a vote of the citizens. This year's General Fund mill levy is unchanged from 2003 (5 .880
mills). The 2004 levy is certified to Arapahoe County by December 15, 2004 for collection in 2005.
FINANCIAL IMPACT
Base d on the assessed valuation for the City of Englewood as certified by the Arapahoe County
A sse ss o r, the net assessed value of all properties in Englewood for 2004 ill $415,994,470 compared
to $418,996, 190 for 2003 . The 2004 mill for General Fund operations is 5.880 mms and 2.440
mills for the Community Center Debt Service Fund . The total mill levy is 8.320 for 2004 collected
in 2005 . The total amount budgeted for the General Fund is $2,410,000 (net of uncollectlbles,
abat em ents, etc.). The amount budgeted for the General Obligation Bonds Debt Service Fund is
1 ,000,000 (net of uncollec tibl es, abatements, etc.).
A homeowner with a $200,000 dollar home in Englewood would pay the following to the City of (
Englewood:
Market Value
Assessment Ratio
Assessed Value
General Operations Mill Levy
Taxes Paid For CieJ era! Fund Operations
Market Value
Assessment Ratio
Assessed Value
Community Center Bond Fund Mill Levy
Taxes Paid For General Obliption Bondi
Market Value
Assessment Ratio
Assessed Value
Total Mill Levy
Total Taxes Paid To City Of Englewood
LIST OF ATTACHMENTS
Proposed bill for an ordinance
200,000
7.96%
15,920
5.880
93.61
200,000
7.96%
15,920
2.440
38.84
200,000
7.96%
15,920
8.320
132.45
t
ORDINANCE NO.
SERIES OF 2004
BY AUTHORITY
ODUCED BY OUNCIL
AN ORD ANCE FIXING THE TAX LEVY IN MILLS UPON EACH DOLLAR OF
11111 UA'MON OP AU. TAXABLE PllOPRTY WITHIN THI
CITY OF ENGLEWOOD, COLORADO.
WHEREAS, it is the duty of the City Council of the City of Englewood, Colorado,
under the Englewood Home Rule Charter and Colorado Revised Statutes, to make the
annual property levy for City purposes; and
WHEREAS, the City Council bas duly considered the estimated valuation of all the
taxable property within the City and the needs of the City and of each of said levies
and bas determined that the levies as hereinafter set forth, are proper and wise; and
WHEREAS, the following levies are permitted under Article X, Section 20 of the
Colorado Constitution without a vote by the citizens;
NOW, THEREFORE, BE IT ORDAINED BY rnE CITY COUNCIL OF THE
CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS:
Section 1. That there be and hereby is levied for the year of 2004, due and payable
as required by statute in the year 2005, a tax of S.880 mills on tbe dollar for the
General Fund of the City of Englewood, Colorado, and 2.440 mills on the dollar for the
General Obligation Bond Debt Service Fund of the City of Englewood, Colondo.
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 tbe City of Englewood,
Colorado, and the said levy shall be certified by law.
Introduced, read in full, and passed on first reading oo the 4th day of October, 2004.
Published as a Bill for an Ordinance oo the 8th day of October, 2004.
Douglas Garrett, Mayor
ATTEST :
Loucrisbia A . Ellis, City Clerk
1-
I, Loucrishia A . Ellis, City Clerk of the City of Englewood, Colorado, hereby certify
that the above and foregoing is a true ~y of a Bill for an Ordinance, introduced, read in
full, and passed on first reading on the 4 day of October, 2004.
Loucriahia A . Ellis
2-
COUNCIL COMMUNICATION
Date: Agenda Item: Subject:
October 4, 2004 11 ci Transfer Funds from the Risk Management Fund
to the Employee Benefits Fund
Initiated By: Staff Source:
Department of Finance and Administrative Services Frank Gryglewicz, Director
COUNCIL GOAL AND PREVIOUS COUNCIL ACTION
The Council has not addressed this specific issue.
RECOMMENDED ACTION
Staff recommends City Council approve the attached resolution transferring $300,000 from the Risk
Management Fund to the Employee Benefits Fund.
The sources and uses of the funds are:
RISK MANAGEMENT FUND
Source of Funds;
Fund Available
Use of Funds;
Transfers Out to the Employee Benefits Fund
EMPLOYEE BENEFITS FUND
Source of Funds;
Transfers in from the Risk Management Fund
use of Funds;
Funds Available
300,000
300,000
300,000
300,000
The City of Englewood is required by City Charter to ensure that expenditures are not made
without proper appropriation by City Council. The attached resolution appropriates funds to
ensure that the City of Englewood complies with legal restrictions governing local budgeting. • •
BACKGROUND, ANALYSIS, ANO ALTERNATIVES IDENTIFIED
The Employee Benefits Fund (EBF) is projected to have negative funds available due at the end of
2004. This is due to a unique situation that occurred this year and last. Normally, there are 26 pay
periods in the year; in 2004 there will be 27 pay periods. The EBF collects revenues from the
various City departments based on the number of pay periods and makes premium and other
payments from collections. While the total premium for 2004 was divided by 27 pay periods, due
to timing factors, only 26 periods of collections are available for 2004 premiums payments, so there
will be one payroll's worth of revenue not collected for the year.
The Risk Management Fund (RMF) is projected to have a surplus of funds available at year's end.
This is due to lower than expected claims. City staff proposes transferring $300,000 from the RMF
to the EBS to make it #whole." This transfer will leave enough funds available in the RMF for current
and future claim payments.
FINANCIAL IMPACT
This transfer will reduce the Risk Management Fund funds available by $300,000 and increase the
Employee Benefit Fund funds available by $300,000.
LIST OF ATTACHMENTS
Proposed resolution
A RESOLUTION APPROVING THE TRANSFBR OP PUNDS TO 1111! 2004 BUDOBT.
WHEREAS, the City of Englewood is required by City Charter to enaure that expenditures are
not made without proper appropriation by City Council; and
WHEREAS, the City Council approved the 2004 Budget and Appropriation Ordinances on
November 3, 2003; and
WHEREAS, the Employee Benefits Fund {EBF) is projected to have negative funds available
at the end of 2004; and
WHEREAS, this is due to a unique situation that occurred this year and last year; and
WHEREAS, normally, there are 26 pay periods in the year; there will be 27 pay periods in
2004;and
WHEREAS, the EBF collects revenues from the various City departments based on the
number of pay periods and makes premium and other payments from collections; and
WHEREAS, while the total premium for 2004 wu divided by 27 pay periods, due to timing
factors, only 26 pay periods of collections are available for 2004 premium payments, therefore
there will be one payroll's worth ofrevenue not collected for the year; and
WHEREAS, the Risk Management Fund (RMF) is projected to have a surplus offunds
available at the end of2004, due to lower than expected claima; and
WHERAS, the passage ofthis Resolution will leave enough funds available in the RMF for
CWTCllt and future claim payments;
NOW, THEREFORE, BE IT RESOLVED BY TIIE CITY COUNCIL OF THE CITY OF
ENGLEWOOD, COLORADO, rnAT:
Section 1. The City Council of the City of Englewood, Colorado, bereby approves the
following transfers and appropriations :
RISK MANAGEMENT FUND
Source or F1Pd1:
Funds Available
Useo(f•acb;
Transfers Out to the Employee Benefits Fund
EMPLOYEE BENEFITS FUND
Scuws or f11d•;
Transfers in from the Risk Management Fund
YK of f•M•i
Funds Available
300,000
300,000
300,000
300,000
ADOPTED AND APPROVED this 4111 day of October, 2004.
ATTEST : Douglaa Garrett, Mayor
Loucrishia A. Ellis, City Clerk
I, Loucrishia A. Ellis, City Clerk for the City of Englewood, Colorado, hereby certify the
above is a true copy of Resolution No.__, Series of 2004.
I
Loucrishia A. Ellis, City Clerk
COUNCIL COMMUNICATION
Date: Agenda Item: Subject:
October 4, 2004
Initiated By: Staff Source:
Department of Information Technology Don Ingle, Director
COUNCIL GOAL AND PREVIOUS COUNCIL ACTION
Replacement of the City's legacy Permit Tracking system is included in the City's Strategic
Information Systems Plan approved by Council in 2001, and addresses the goal of ensuring the
continuity of, and enhancements to, permit, license and code enforcement-related services.
RECOMMENDED ACTION
It is recommended that Council apprOVli~
and ll,pfNllt ...-n.-nt with CRW AssfJiia
a new PermltT~ system.
lego for lhe purdwe
BACKGROUND, ANALYSIS AND ALTERNATIVES IDENTIFIED
ocurement
of
Permits, licensing and code enforcement software is key to the ongoing effective operation of key
city services. The system ensures accurate and timely processing of Englewood's many
development permit and general license types. Though code enforcement tracking is not currendy
part of an integrated city system, this will be a key function in the CRW software.
The current system , designed and built by in-house staff in the 1980s, is increasingly unsupported
given its advanced age, lack of support for its aged and proprietary software language, and looming
loss of hardware support. As a result, replacement of the Permit Tracking system was identified as a
key goal in the Strategic Information Systems Plan approved by Council in 2001.
A team of more than 20 city staff from numerous departments undertook an intense specifications
development and procurement proces s that began in late 2003 . As a result, three nationally known
finalis ts were se lected for detailed scripted software demonstrations and interviews -Accela,
ACS /NovaLIS and CRW .
Ba se d o n a combination 6f e aluation factors including system functionality, cost, business partner
11 and tec hnical architecture, CRW is being recommended to Council. CRW's was also the lowest
cos t proposal. Parti cularly important is the ability of the software to address specific requirements
of Cit departments, as well as its general ease of use. The product is also in conformance with the
City's technolog standards emphasizing non-proprietary platforms.
t
Lengthy contract negotiations with CRW have taken place resulting in development of a firm, fixed
price agreement that includes positive terms in the areas of retainage, performance metrics, system
testing and acceptance protocols, and insurance requirements . The contract calls for the
implementation of the core system capabilities by the second quarter of next year. The contract
also leaves the implementation of mobile computing and Internet capabilities as contingencies with
firm, fixed prices after the primary programs are in operation. We feel this approach is r.ecessary in
order to better learn the capabilities and operating impacts of the new system before specifying
needs in these two supplemental areas.
FINANCIAL IMPACT
The project budget was set at $348,600 with hardware and software to be funded via a
lease/purchase agreement, which has been the City's past practice with projects of this nature. The
professional services costs are budgeted in the MYCP. The project costs for the core CRW system
and related implementation services are $271,000.
Of this total, $25,000 will be held aside until a determination has been made to proceed with the
mobile computing and Internet capabilities noted earlier in this memo. In addition, the total cost
includes $8,000 in hardware and third-party software for the system that the City can more
efficiently procure outside the CRW contract As noted at the Council,study session briefing on this
topic in September, the cost savings of the project will be reflected primarily in reduced
lease/purchase costs for the software and hardware over the next several years.
LIST OF ATTACHMENTS
Memorandum from Terry Maher of Baird Holm LLC (the City's software attorney) recommending
approval of the agreement with CRW Associates.
B AIRD HOLM
ATT O RNBYS AT LA W
MEMORANDUM
TO : Dan Brotzman , Esq .
FROM: Terrence P . Maher
DATE : September 22, 2004
RE : CRW Systems Inc. -System Procurement Agreement
1500 Woodmen Tower
On.ha, Ncbnaka 681022068
Telcphonc: 402 344.0500
Faaimile 402 344.0588
We have recently finished the review and revision of the System Procurement
Agreement, including attachments and schedules, between the city and CRW Systems,
Inc . (CRW). We have engaged in extensive negotiations with CRW and believe that the
agreements which have resulted from these negotiations adequately protect the city's
interests in this procurement.
We believe we have made significant progress and received significant
concessions from CRW on their original positions regarding the city's responsibilities to
cooperate with CRW in the implementation of the permits tracking system contemplated
under the agreement, the timeliness of delivery of the services, acceptance testing,
warranties, liability and indemnity. We believe that the provisions contained in the final
agreements are consistent with what we could expect from other vendors in a similar
project.
Don Ingle has negotiated a payment schedule that is tied to a milestone
schedule, which will substantially mitigate the city's risks of entering into the
agreements .
The city has been working d irectly with CRW on the Statement of Work. We
have reviewed the Statement of Work and believe that it is complete .
We bel ieve the agreements are in acceptable form for presentment to the
co un c il.
TPM/tpm
DOCS/630907 .1
AIRD, JI OL M , M cEAC IIEN, P EDHRSEN, IIAMANN "STaA SH IM LLP
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SYSTEM PROCUREMENT AGREEMENT
Tms SYSTEM PROCUREMENT AGREEMENT (the "Agreement"), dated October
J 2004 (the "Effective Date"), is between CRW SYSTEMS INC. (d.b.a CRW
Associates), a California corporation ("CRW"), and THE CITY OF ENGLEWOOD,
COLORADO, a Colorado municipal corporation ("City"). City and CRW may be referred to
individually as a "Party" and collectively as the "Parties".
WITNESS E TB:
WHEREAS, City wishes to obtain a pennit tracking system (as further described in this
Agreement, the "System") for use by City in its municipal operations;
WHEREAS, CRW is in the business of providing, installing, implementing and
supporting permit tracking systems;
WHEREAS, City bas considered the recommendations and proposals of CRW regarding
the implementation of a permits tracking system which will satisfy City's requirements as set
forth herein ; and
WHEREAS, in accordance with City's purchasing ordinance, City has selected CRW to
provide, install, implement and support a permits tracking system for City;
NOW, THEREFORE, in consideration of the mutual promises contained herein, and
other good and valuable consideration received and to be received, CRW and City agree as
follows :
ARTICLE I. AGREEMENT, TERM, AND DEFINITIONS
1.1 Agreement and Term. The Parties agree that the terms and conditions of this
Agreement apply to the installation and sale of the System and the provisions for related services
to City by CRW . The term of this Agreement commences on the Effective Date and the
Agreement shall continue to be in effect until completed or terminated as provided herein;
provided, however, that the licenses granted to City by CRW for the CRW Software are·
perpetual unless terminated as provided for in this Agreement.
1.2 Certain Definitions. The following definitions apply to this Agreement:
a) "Acceptance Date" means the date on which the System is accepted by
City, as indicated by execution of the Certificate of Completion, or such date after City has
productively used the System for a period of thirty (30) continuous days without identifying any
defects to CRW, whichever is sooner.
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b) "Acceptance Tests Specifications" means the specifications set forth in the
Scope of Work for determining ifthe System satisfies the Acceptance Tests .
c) "Acceptance Tests" means the manner and means of acceptance testing of
the System and the Services, as described in the Scope ofWork.
d) "Applicable Laws" means all laws, ordinances, rules, regulations, orders,
interpretations, requirements, standards, codes, resolutions, licenses, permits, judgments,
decrees, injunctions, writs and orders of any court, arbitrator, or governmental (federal, national,
state, municipal, local or other, having jurisdiction over a Party and the location where a
particular element of the Services is performed or where any part of the Equipment is situated)
agency, body, instrumentality or authority that are applicable to any or all of the Parties, the Site,
the Services or the terms of this Agreement, including all environmental and hazardous materials
laws which are applicable to the Site or the Equipment and which are at any time applicable to
performing the Services.
e) "Certificate of Completion" means a written certificate, signed by
authorized representatives of City and CRW, stating that (l) the System has been completely
delivered, assembled, installed, and tested at the Site in accordance with this Agreement, (2) as
so assembled and installed, the System meets the Acceptance Tests, and (3) the System conforms
in all material respects to the Specifications.
f) "Defect" means any failure of the System to operate in material
conformity with the Specifications.
g) "Documentation" means user guides, operating manuals, education
materials, product descriptions and specifications, technical manuals, supporting materials, and
other information relating to the System or used in conjunction with the Services, whether
distributed in print, magnetic, electronic, or video format, in effect as of the date (I) the System
is accepted by City, or (2) the Service is provided to City.
h) "Employee" means those employees, agents, subcontractors, consultants,
and representatives ofCRW provided or to be provided by CRW to perform Services pursuant to
this Agreement.
i) "Equipment" collectively means all items set forth in Schedule l .2(i) to
this Agreement, all of which are to be procured by City under this Agreement.
j) "Proposal" means CRW's Proposal dated November 26, 2003, a copy of
which is attached hereto as Exhibit 8.
k) "Request for Proposal" m~s City's Request for Proposal for Permit
Tracking System dated October 8, 2003, a copy of which is attached hereto u Exhibit A.
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I) "Services" includes, but is not limited to, installation, integration,
education, acceptance testing, support, maintenance, development, and warranty services,
provided or to be provided by CRW pursuant to this Agreement.
m) "Site" means City of Englewood Offices, 1000 Englewood Parkway,
Englewood, CO 80100.
n) "Source Code" of the CRW Software means the CRW Software written in
programming languages, including all available comments and procedural code, such as job
control language statements, in a form intelligible to trained programmers and capable of being
translated into object code for operation on computer equipment through assembly or compiling,
and accompanied by documentation, including flow charts, schematics, statements of principles
of oper-tions, and architecture standards, describing the data flows, data structures, and control
logic of the CRW Software in sufficient detail to enable a trained programmer through study of
such documentation to maintain and/or modify the CRW Software without undue
experimentation.
o) "Specifications" means the functional, performance, operational,
compatibility, and other specifications or characteristics of the System described in this the
following documents, in this order: this Agreement, the Proposal, the applicable Documentation,
and the Request for Proposal and such other specifications or characteristics of the System
agreed upon in writing by the parties.
p) "System" means the Equipment, integrated with the CRW Software and
Third Party Software, to meet the Specifications.
q) "Third Party Software" means the software described on Schedule 1.2(r)
hereto .
r) "CRW Software" means the computer programs, in object code form,
provided or to be provided by CRW pursuant to this Agreement, and specifically set out in
Schedule I .2(s) to this Agreement. The definition of CRW Software also includes any
Corrections, Improvements, Updates, releases, or other changes to CRW Software which are
provided or to be provided as part ofCRW's performance 0fwarranty Service obligations or pre-
paid support Services pursuant to thi s Agreement.
s) "Warranty Period" means a period of one (I) year from the Acceptance
Date, as indicati:d by the date of execution ofthe Certificate ofCompletion by both Parties.
t) "Work Plan" means the schedule for delivery, implementation and testing
of the System and the performance of the Services, included in Section 3 and Section 6 of the
attached Scope of Work .
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ARTICLE Jl. SCOPE OF WORK
2.1 Scope of Work. CRW shall supply the CRW Software, Documentation and
Services, all in accordance with the terms of this Agreement and the Specifications, within the
time frames specified in the Work Plan.
2.2 Acceptance Testing. After such time as the System has been delivered and
installed on the Equipment at the Site, all implementation and configuration of the System is
complete and the System is ready for the conduct of Acceptance Tests, City shall perform the
Acceptance Tests to determine if the System (as installed, implemented and configured) is free
of Defects and operates in accordance with the Specifications. CRW shall assist City with the
performance of the Acceptance Tests and shall be entitled to monitor the performance of the
Acceptance Tests. If the System does not demonstrate the presence of Defects and otherwise
meets the requirements of the Acceptance Test Specifications, City shall, concurrently with the
completion of the Acceptance Tests, execute a Certificate of Completion and the execution of
such certificate shall be deemed to be the acceptance of the System by City (hereinafter in this
Section 2.2, the "Acceptance"). Immediately following Acceptance the City will Go-Live. Ifthe
System demonstrates the presence of Defects or otherwise does not meet the requirements of the
Acceptance Test Specifications, City shall nevertheless complete the Acceptance Tests, to the
extent practicable and, upon completion thereof, shall promptly notify CRW in writing (the
Customer Notice") of the Defectc; or the areas where the System failed to meet the requirements
of the Acceptance Test Specifications, and CRW shall have thirty (30) days from the date the
Customer Notice was given to correct, modify, or improve the System to cause it to be free of
Defects and to meet the requirements of the Acceptance Test Specifications (such 30 day-period,
the "Correction Period"). CRW shall give City written notice at such time as the System is ready
for another round of Acceptance Tests. The Parties shall repeat the above procedure until the
System is Accepted by City; however, in the event that City must conduct more than four (4) sets
of Acceptance Tests in addition to the initial set of Acceptance Tests, City shall have the right
and option (at its sole discretion), following ten (10) days advance written notice to CRW
during which CRW shall have the right to cure by full performance of its obligations hereunder)
to declare CRW to be in default hereunder and to cancel and rescind this Agreement, in which
case City shall immediately surrender all licenses granted herein and, in full satisfaction of all
claims City may have against CRW in respect of the failure of the System, CRW shall
immediately refund to City all payments received from City to date under this Agreement. If
Ci ty does not give a Customer Notice to CRW within thirty (30) days of the date that CRW gave
City w ritten notice that the System is ready for the performance of the Acceptance Tests, City
shall be deemed to have communicated the Acceptance to CRW on the thirtieth (30th) day
follo wi ng the date of such written notice ofCRW that the System was ready for such testing.
2.3 Acceptance . City shall be deemed to have accepted the System only upon City's
exec ution and delivery of the Certificate of Completion. Acceptance of the System does not
waive any warranty or other rights provided in the Project Agreements for the System or
Servi ces.
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2.4 Inspection. Payment for any part or parts of the System provided hereunder, or
inspection or testing thereof by City, shall not constitute acceptance or relieve CRW of its
obligations under this Agreement. City may inspect the components of the System when
delivered and reject upon notification to CRW any and all the System which does not conform to
the Specifications or other requirements of this Agreement. Components of the System which
are rejected shall be promptly corrected, repaired, or replaced by CRW in accordance with
CRW's warranty obligations under Article VI, such that the System conforms to the
Specifications and the other requirements of this Agreement. If City receives components of the
System with defects or non-conformities not reasonably apparent on inspection, then City
reserves the right to require prompt correction, repair, or replacement by CRW in accordance
with CRW's warranty obligations under Article VI following the discovery of such defect or
nonconformity.
2.5 City Obligations. City shall (I) procure the Equipment, and (2) procure licenses
to the Third Party Software. Except as expressly set forth in this Agreement, CRW shall not
assume or plan that any significant level of resources from City shall be dedicated to any of the
activities to be performed under this Agreement. City, at its expense, agrees to prepare the Site
in accordance with the applicable Site Support Requirements. CRW agrees to provide to City, at
no additional charge, reasonable consultation and assistance regarding Site planning and
preparation as may be necessary to enable City to prepare the Site as specified in the Site
Support Requirements. An authorized CRW site preparation engineer will review and approve
the Site prior to delivery and installation of the System at the Site, in order to confirm that the
Site has been prepared by City in accordance with the Site Support Requirements. IfCRW's site
preparation engineer finds that the Site has not been so prepared, CRW will notify City in
writing in what respects the Site fails to conform to the Site Support Requirements. City will
promptly correct any non-conformity.
2.6 Problems. CRW agrees to notify City promptly of any factor, occurrence, or
event coming to its attention that may affect CRW's ability to meet the requirements of the
Agreement, or that is likely to occasion any material delay in completion cJf the projects
contemplated by this Agreement. Such notice shall be given in the event of any loss or
reassignment ofkey employees, threat of strike, or major equipment failure.
2. 7 Force Majeure. If performance by Contractor of any service or obligation under
this Agreement is prevented, restricted, delayed or interfered with by reason of labor disputes,
strikes, acts of God, floods, lightning, severe weather, shcl'".ages of materials, rationing, utility or
communications failures, earthquakes, war, revolution, civil commotion, acts of public enemies,
blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or
requirement having legal effect of any governmental or judicial authority or representative of any
such government, or any other act whether similar or dissimilar to those referred to in this clause,
which are beyond the reasonable control of Contractor, then Contractor shall be excused from
such performance to the extent of such prevention, restriction, delay or interference. If the
period of such delay exceeds thirty (30) days, City may, without liability, terminate the affected
Statement ofWork(s) upon writt1::n notice to Contractor.
ARTICLEm. CRW SOFfWARE
3.1 Grant of License.
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a) CRW grants City and City has a nonexclusive, irrevocable, fully paid,
royalty-free, perpetual license to use, execute, store, publicly perform and publicly display, by all
means now known or later developed, the CRW Software, in accordance with the terms and
conditions of this Agreement, on behalf of City (a "License''), in connection with City's use of
the System. City may relocate the CRW Software onto any hardware or equipment which City
may at any time acquire to replace or upgrade the Equipment.
b) The designated number of concurrent users for this license is Thirty-Five
3S). City is permitted to install the CRW Software on any and all workstations owned or
controlled by the City. CRW ~oftware will allow a designated number of concurrent users to
access the databases maintained by the CRW Software. Users attempting to access the system
databases with the CRW Software after the designated number of concurrent users is logged on
will be prohibited from logging on.
c) City may make two (2) archival copies of the CRW Software, plus as
many copies of both the client and server components of the CRW Software as are necessary and
proper under the normal back-up procedures which are utilized by City.
c) Any License granted under this Agreement permits City to concurrently
I} use the CRW Software in a production environment as described in the Request for Proposal
and the Proposal and performing disaster reco,ery, disaster testing, and backup as City deems
necessary, (2) use the CRW Software in a t..:st environment and (3) use, copy and modify
Documentation for the purpose of creating and using training materials relating to the System
and the CRW Software. Access to and use of the System and the CRW Software by independent
contractors of City shall be considered authorized use under this Article m.
d) CRW shall provide to City a complete set of the standard file transfer
interfaces and database formats for the CRW Software, and City shall have a license to use such
materials for purposes of developing interfaces to other City database and computer systems, as
well as to any third party software that may be licensed by City.
e) The CRW Software, including any and all modifications, upgrades and
bug fixes , is protected by the copyright laws of the United Sta~es and international copyright
treaties. Unauthorized copying of the CRW Software, including software that has been
modified, merged or included with the Software is expressly forbidden. City may not remove,
obscure, or alter any notice of patent, copyright, trademarks, trade secret or other proprietary
rights in the Software. The title, ownership rights, and intellectual property ,rights in and to this
Software shall remain with CRW .
f) Not withstanding the provisions of Sections 6 .l(f) and 6.l(g}, CRW has
made reasonable checks of the CRW Software to confirm that it will perform in normal use on
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compatible equipment substantially as described in the specifications for the CRW Software and
using the third-party systems and software listed in Schedules l .2(i) and l .2(r). However, due to
the inherent nature of computer software, neither CRW nor any individuals involved in the
development or installation of the CRW Software warrant that the CRW Software or the
Documentation is completely error free and will operate without interruption, or is compatible
with all possible equipment and software configurations.
3.2 Owoenhlp of CRW Software and Modifications. The CRW Software shall be
and remain the property of CRW or third parties which have granted CRW the right to license
the CRW Software and City shall have no rights or interests therein except as set forth in this
Agreement. City shall be entitled to modify the CRW Software and to develop software
derivative of or interfacing with the CRW Software.
3.3 Proprietary Markings. City shall not remove or destroy any proprietary
m~kings or proprietary legends placed upon or contained within the CRW Software.
3.4 DupUcation or Documentation. City may duplicate Documentation, at no
additional charge, for City's use so long as all required proprietary markings are retained on all
duplicated copies.
3.5 Non-Disclosure. During the term of a License, except as may be required by the
Colorado Open Records Act, CRS Section 24-72-101 et seq., City will treat the CRW Software
and Documentation as the confidential and proprietary information of CRW. The parties agree
that this Agreement and any attachments hereto, are public records and are subject to disclosure.
The foregoing provisions shall n9t apply to CRW Software or Documentation, or any portion
thereof, which is (1) already known by City without an obligation of confidentiality, (2) publicly
known or becomes publicly known through no unauthorized act of City, (3) rightfully received
from a third party without obligation of confidentiality, (4) disclosed without similar restrictions
by CRW to a third party, (5) approved by CRW for disclosure, or (6) required to be disclosed
pursuant to a requirement of a governmental agency or law. It will not be a violation of this
Section if City provides access to and the use of the CRW Software to independent contractors
providing services to City so long as City secures execution by such third parties of a
confidentiality agreement as would normally be required by City.
3.6 Provision of Source Code. City's ability to utilize adequately CRW Software
will be seriously jeopardized if CRW fails to maintain or support such CRW Software unless
complete Source Code for the CRW Software and related Documentation is made available to
City for City's use in satisfying City's maintenance and support requirements . Therefore, CRW
agrees that if an "Event of Default" occurs, then CRW shall promptly provide to City one copy
of the most current version of the Source Code for the affected CRW Software and associated
Documentation in accordance with the following:
a) An Event of Default shall be deemed to have occurred ifCRW: (I) ceases
to market or make available maintenance or support Services for the CRW Software during a
period in which City is entitled to receive or to purchase, or is receiving or purchasing, such
maintenance and support and CRW has not promptly cured such failure despite City's demand
that CRW make available or perform such maintenance and support, (2) becomes insolvent,
executes an assignment for the benefit of creditors, or becomes subject to bankruptcy or
receivership proceedings, (3) ceases business operations generally or (4) bas transferred all or
substantially all of its assets or obligations set forth in this Agreement to a third party which has
not assumed all of the obligations ofCRW set forth in this Agreement.
b) CRW will promptly and continuously update and supplement the Source
Code as necessary with all Corrections, Improvements, Updates, releases, or other changes
developed for the CRW Software and Documentation. Such Source Code shall be in a form
suitable for reproduction and use by computer and photocopy equipment, and shall consist of a
full source language statement of the program or programs comprising the CRW Software and
complete program maintenance Documentation which comprise the pre-coding detail design
specifications, and all other material nec~sary to allow a reasonably skilled programmer or
analyst to maintain and enhance the CRW Software without the assistance ofCRW or reference
to any other materials.
c) The governing License for the CRW Software includes the right to use
Source Code received under this Section as necessary to modify, maintain, and update the CRW
Software.
d) CRW represents that it bas deposited in escrow with an established ( )
independent escrow agent a copy of the Source Code which corresponds to the most current
version of the CRW Software in use by City. CRW shall pay all fees of the escrow agent for
services provided. CRW shall provide to City a copy of said escrow holder's standard escrow
agreement for consideration and approval by City. Upon approval and execution by the parties,
said escrow agreement shall be incorporated into this Agreement by reference. The applicable
escrow agreement is attached as Schedule 7.3.
e) If, as a result of an Event of Default, CRW fails to provide required
support Services, then any periodic license fee which City is required to pay under this
Agreement for CRW Software shall be reduced to reflect such lack of support Services. At such
time as CRW commences offering the support Services described in this Agreement for CRW
Software, City may obtain such s1.1pport Services as provided for elsewhere in this Agreement.
3.6 Rights In Bankruptcy. CRW acknowledges that the grant of license is made,
and the Agreement is entered into, in contemplation of the applicability of §365(n) of the U.S .
Bankruptcy Code.
ARTICLE IV. CONTRACT CHANGES
4.1 Alterations and Chan&es.
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a) No changes or revisions to the System (including the Services described in
the Project Scope of Work) and no additional payment therefore, will be made except pursuant to
the provisions of this Agreement.
b) If either party desires to change the scope or nature of a project undertaken
under this Agreement, the change wiH be documented through a written request for a change
order (a "Change Order"). Where a Change Order is presented by City, within a reasonable
period of time following the presentation thereof, CRW shall inform City whether it performs the
services or makes available the functionality, in each case that is the subject of such Change
Orders and, if so, of the resulting changes in price, budget or the schedule presented in the Work
Plan (for either the existing or new scope and requirements) that then governs the project
contemplated hereby. CRW agrees that it will act in a commercially reasonable manner with
regard to price, budget and schedule terms it requires for any proposed change. No Change
Order shall b~ effective unless in writing and signed by both Parties.
4.2 Delays. In the event of a delay in delivery of all or any portion of the System, or
in the event of a delay in the performance of Services, which is not excused in this Agreement,
City may cancel without charge all or any portion of the System or Services for which delivery
or performance has been so delayed. If, in City's opinion, the delivered portion of the System
are not operable without the remaining undelivered portion of the System, City may, at CRW's
expense, return any delivered portion of the System to CRW. City shall not be liable for any
expenses incurred by CRW for canceled, undelivered, or returned portions of the System. City
shall receive a refund of all amounts paid to CRW with respect to the canceled and/or returned
portion of the System and Services.
ARTICLE V. SERVICES
S.l Data Convenlon. Within the time frames established in the Work Plan, CRW
shall provide the data conversion assistance described in the Scope of Work.
S.2 Education Services. Within the time frames set forth in the Work Plan, CRW
shall provide the end user and systems administrator training in accordance with the provisions
set forth the Scope of Work.
S.3 Support Services. The support Services set forth below for the System shall be
provided by CRW to City during the Warranty Period at no charge to City. Thereafter, such
support Services shall be provided by CRW, upon City's request, for either a fixed or open-
ended term, at the applicable Charges set forth in Section 2 of the attached Scope of Work.
CRW agrees to provide support services for the CRW Software for a period ofnot less than five
5) years from the expiration of the Warranty Period. City may discontinue such support
Services at any time by providing thirty (30) days' advance written notice to CRW. If such
support Services were provided by CRW for an open-ended term, City shall promptly receive a
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refund of pre-paid support Charges which reflects the amount for discontinued support Services
after the effective date of the notice.
a) CRW shall promptly notify City of any Defects in the System or
Documentation which cause it to deviate from the'Specifications of which CRW becomes aware
from any source and shall promptly provide to City modified versions of CRW Software or
Documentation which incorporate corrections of any Defects ("Corrections"). CRW shall also
provide to City all operational and support assistance necessary to cause CRW Software to
perform in accordance with its Specifications and remedial support designed to provide a by-pass
or temporary fix to a Defect.
b) CRW shall provide to City all upgrades, modifications, improvements,
enhancements, extensions, and other changes to CRW Software developed by CRW
Improvements") and all updates to the CRW Software necessary to cause the CRW Software to
operate under new versions or releases of the CRW Software's current operating system(s)
Updates") which are generally made available to other customers of CRW as part of CRW's
standard maintenance program.
c) CRW shall provide to City any revisions to the existing Documentation
developed for the System and the CRW Software or necessary to reflect all Corrections,
Improvements, or Updates.
S.4 Services In General. In connection with the performance of any Services
pursuant to this Agreement:
a) Unless a specific number of Employees is set forth in the Work Plan,
CRW warrants it will provide sufficient Employees to complete the Services ordered within the
applicable time frames established pursuant to this Agreement. Furthermore, CRW shall, at its
expense, supply all tools, equipment and other materials necessary to perform the Services
contemplated in this Agreement.
b) CRW warrants that Employees shall have sufficient skill, knowledge, and
training to perform Services and that the Services shall be performed in a professional and
workmanlike manner.
c) Employees performing Services in the United States must be United States
citizens or lawfully admitted in the United States for permanent residence or lawfully admitted in
the United States holding a visa authorizing the performance of Services on behalf of CRW.
CRW shall not discriminate against any Employee, applicant for employment, or any member of
the public because of race, color, religion, sex, national origin or any other class protected by
federal, state or local employment discrimination Jaws. CRW shall adhere to affirmative action
guidelines in selecting employees and shall ensure that employees are treated equally during
employment, without regard to their race, color, religion, sex, national origin or any other class
protected by federal, state or local employment discrimination laws . Such action shall include,
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but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment,
advertising, layoff or termination, rates of pay or other forms of compensation and selection for
training, including apprenticeship.
d) CRW warrants that all Employees utilized by CRW in performing
Services are under a written obligation to CRW requiring the Employee to maintain the
confidentiality of information of City.
e) CRW shall require Employees providing Services at a City location to
comply with applicable City security and safety regulations and policies. City may require each
Employee providing Services to undergo a background investigation, including, but not limited
to a criminal records and fingerprint check. CRW shall promptly replace any Employee found to
be unacceptable to City, in its discretion, on the basis of the results of a background
investigation.
t) CRW shall provide for and pay the compensation of Employees and shall
pay all taxes, contributions, and benefits (such as, but not limited to, workers' compensation
benefits) which an employer is required to pay relating to the employment of employees. City
shall not be liable to CRW or to any Employee for CRW's failure to perform its compensation,
benefit, or tax obligations. CRW shall indemnify, defend and hold City harmless from and
against all such taxes, contributions and benefits and will comply with all associated
governmental regulations, including the filing of all necessary reports and returns.
g) During the course of performance of Services, City may, for good cause
request replacement of an Employee or a proposed Employee. In such event, CRW shall, within
five (5) working days of receipt of such request from City, provide a substitute Employee of
sufficient skill, knowledge, and training to perform the applicable Services. Such a request shall
be in writing indicating the reason or basis for the request.
h) CRW shall establish ,and shall retain, for a period of three (3) years
following the performance of Services, records which adequately substantiate the applicability
and accuracy o( Charges for such Services and related expenses to City. Upon receipt of
reasonable advance notice from City, CRW shall produce such records for audit by City.
i) CRW and City each agree to appoint a qualified staff member or ..
member.., at no additional charge, to function as overall Project Manager(s). The CRW Project
Manager and the City Project Manager will act as the principal points of incerface between the
Parties.
S.S Permits. CRW shall at its own expense secure any and all licenses, permits or
certificates that may be required by any federal, state or local statute, ordinance or regulation for
the performance of the Services under the Agreement. CRW shall also comply with the
provisions of all Applicable Laws in performing the Services under the Agreement. At its own
expense and at no cost to City, CRW shall make any change, alteration or modification that may
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be necessary to comply with any Applicable Laws that CRW failed to comply with at the time of
performance of the Services.
S.6 Audit Rights. From the time in which CRW begins performance under this
Agreement, through the Warranty Period as provided in this Agreement, CRW shall provide
such employees and independent auditors and inspectors as City may designate with reasonable
access to all sites from which Services are performed for the purposes of performing audits or
inspections ofCRW's operations and compliance with this Agreement. CRW shall provide such
auditors and inspectors any reasonable assistance that they may require. Such audits shall be
conducted in such a way so that the Services or services to any other customer of CRW are not
impacted adversely.
ARTICLE VI. WARRANTIES, INDEMNITIES, AND LIABILITIES
6.1 Warranty. CRW represents and warrants that:
a) CRW has full right and authority to perform its obligations under this
Agreement.
b) Neither CJlW nor any director, employee or agent of CRW or its
subcontractors or CRW shall, without prior written notification thereof to City, enter into any
business relationship with any empioyee or agent of City unless such person is acting for and on
behalf of City.
c) City shall be entitled to use the System without disturbance.
d) No portion of the CRW Software contains, at the time of delivery, any
back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus," or other
computer software routines or hardware components designed to (1) permit access or use of
either the System or City's computer systems by CRW or a third party not authorized by this
Agreement, (2) disable, damage or erase the System or data, or (3) perform any other such
actions.
e) The System and the design thereof shall not contain preprogrammed
preventative routines or similar devices which prevent City from exercising the rights set forth in
this Agreement or from utilizing the System for the purposes for which it was designed.
f) The CRW Software shall, during the Warranty Period, function properly
under ordinary use and operate in conformance with the Specifications.
g) Based on CRW's studies of City's existing systems which are to be
replaced by the System, and the demonstrations, conversations, correspondence. and the Request
for Proposal documents, CRW has gained a good understanding of City's requirements
pertaining to a permits tracking system. Based on this in-depth understanding and combining it
with CRW's knowledge and experience with other municipal organizations, CRW warrants that
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the proposed systen 1,0 ~ been sized to meet City's current needs and accommodate growth in the
near future.
h)
any third party.
The CRW Software does not infringe on any intellectual property rights of
i) The System shall remain at all times in compliance with federal and
Colorado laws and regulations generally applicable to permits tracking systems.
During the Warranty Period, CRW will provide warranty Service to City at no additional
cost and will include all Services or replacement products or product media necessary to enable
CRW to comply with the warranties set forth in this Agreement. CRW shall pass through to City
any manufacturers' warranties which CRW receives on the System and, at City's request, CRW
shall enforce such warranties on C\ty's behalf.
6.2 Proprietary Rights lndemnlflcation. CRW represents and warrants that (1) no
element of the System and/or methodology provided under this Agreement is the subject of any
litigation {"Litigation"), and (2) CRW has all right, title, ownership interest, and/or marketing
rights necessary to provide the System and/or methodology to City and that each License, the
System and/or methodology, and their sale, license, and use hereunder do not and shall not
directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other
proprietary or intellectual property right of any third party or contribute to such violation or
infringement ("Infringement"). CRW shall indemnify and hold City and all end users and their
respective successors, officers, employees, and agents harmless from and against any and all
actions, claims, losses, damages, liabilities, awards, costs, and expenses (including legal fees)
resulting from or arising out of any Litigation, any breach or claimed breach of the foregoing
warranties, or which is based on a claim of an Infringement and CRW shall defend and settle, at
its expense, all suits or proceedings arising therefrom. City shall inform CRW of any such suit
or proceeding against City and shall have the right to participate in the defense of any such suit
or proceeding at its expense and through counsel of its choosing. CRW shall notify City of any
actions, claims, or suits against CRW based on an alleged lnfiingement of any Party's
intellectual property rights in and to the System and/or methodology. In the event an injunction
is sought or obtained against use of the System and/or methodology or in City's opinion is likely
to be sought or obtained, CRW shall promptly, at its option and expense, either (i) procure for
City its end users the right to continue to use the infringing portion(s) of the System and/or
methodology as set forth in this Agreement, or (ii) replace or modify the infringing portions of
the System and/or methodology to make its use non-infiinging while being capable of
performing the same function without degradation of performance.
6.3 Indemnification. In the event any act or omission of CRW or its employees,
servants, agents, or representatives causes or results in ( 1) damage to or destruction of property
of City or third parties, and/or (2) death or injury to persons including, but not limited to,
employees or invitees of City, then CRW shall indemnify, defend, and hold City, its agents and
employees harmless from and against any and all claims, actions, damages, demands, liabilities,
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costs, and expenses, including reasonable attorneys' fees and expenses, resulting therefrom.
CRW shall pay or reimburse City promptly for all such damage, destruction, death, or injury.
6.4 Governmental Immunity. City, its officers, and its employees, are relying on,
and do not waive or intend to waive by any provision of this Agreement, the monetary
limitations or any other rights, immunities, and protections provided by the Colorado
Governmental Immunity Act, C.R.S. 24-10-101 et seq., as from time to time amended, or
otherwise available to City, its officers, or its employees.
6.5
insurance:
Insurance. CRW shall, at CRW's sole expense, maintain the following
a) Commercial General Liability Insurance including contractual coverage:
The limits of this insurance for bodily injury and property damage combine~ shall be at least:
Each Occurrence Limit
General Aggregate Limit
1,000,000
2,000,000
b) Business Automobile Liability Insurance: Should the performance of this
Agreement involve the use of automobiles, CRW shall provide comprehensive automobile
insurance covering the ownership, operation and maintenance of all owned, non-owned and hired
motor vehicles. CRW shall maintain limits of at least $1,000,000 per occurrence for bodily
injury and property damage combined.
c) Workers' Compensation Insurance: Such insurance shall provide
coverage in amounts not less than the statutory requirements in the state where the work is
performed, even if such coverage is elective in that state.
d) Employers Liability Insurance: Such insurance shall provide limits of not
less than $500,000 per occurrence.
e) Professional Liability/Errors and Omissions Insurance covering acts,
errors and omissions arising out of CRW's operations or Services in an amount not less than
1 ,000,000 per occurrence
The insurance specified in (a) and (b) above shall : (I) name City, its officers, employees
and agents as additional insureds, and, (2) provide that such insurance is primary coverage with
respect to all insureds and additional insureds.
The above insurance coverages may be obtained through any combination of primary and
excess or umbrella liability insurance. City may require higher limits or other types of insurance
co verage(s) as necessary and appropriate .
CRW shall provide at City's request certificates evidencing the coverages, limits and /
pro vis ions specified abo ve on or before the execution of the Agreement and thereafter upon the
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renewal of any of the policies . CRW shall require all insurers to provide City with a thirty (30)
day advanced written notice of any cancellation, non-renewal or material change in any of the
policies maintained in accordance with this Agreement.
6.6 Damages.
a) Neither City nor CRW shall be liable to the other Party for any direct
damages arising out of or relating to its performance under this Agreement, whether based on an
action or claim in contract, equity, negligence, tort or otherwise, for all events, acts or omissions,
in an amount to exceed in the aggregate, for all claims and causes of action, an amount equal to
the Contract Price.
b) Neither City nor CRW shall be liable for, nor will the measure of damages
include, any indirect, special or consequential damages or amounts for loss of income, profits or
savings arising out of or relating to City's or CRWs performance under this Agreement.
c) The exclusions of liability set forth in Section 6.6(a) and Section 6.6(b)
are not applicable to: (1) indemnification claims under this Agreement; (2) liability resulting
from the gross negligence or willful misconduct of a Party; or ( c) CRWs liability under Section
9 .5.
6. 7 Survival of Article VI. The provisions of this Article VI shall survive the term
or termination ofthis Agreement for any reason.
ARTICLE VII. PAYMENTS TO CRW
7.1 Contract Price. The total price for the purchase of the System, the license of the
CRW Software, and the provision of the Docwnentation and Services (exclusive of
implementation travel and associated on-site implementation expenses (as further described in
Section 7.3), periodic maintenance and support Service payments and other time and material
Service payments which are to be made in consideration of the performance of maintenance and
support and time and material Services) is a fixed price of One Hundred Eighty-Eight Thousand
Dollars ($188,000.00) (the "Contract Price"). Charges, prices, and fees ("Charges") and
discounts, if any, for maintenance and support Services and time and material Services are as set
forth in Section 2 of the attached Scope of Work, or as otherwise agreed upon by the parties,
unless modified as set forth in this Agreement. Upon City's request, CRW shall provide to City
copies of records which substantiate that City bas received the Charges and discounts to which
City is entitled to under this Agreement. Except as expressly provided in this Agreement, CRW
and City shall each bear all of its own expenses arising from performance of its obligations under
this Agreement, including (without limitation) expenses relating to personnel, facilities, utilities,
Equipment, supplies , clerical and the like.
7.2 Payment; Invoicing.
a) City shall make payments of the Contract Price to CRW in the amounts
and at the times specified in Section 6 of the attached Scope of Work. With respect to all other
15
payments which are due from City to CRW hereunder, any undisputed sum due to CRW
pursuant to this Agreement sh_all be payable within forty five ( 45) days after receipt by City of a
correct invoice therefor from CRW. Periodic payments, if any, due to CRW pursuant to this
Agreement shall be invoiced at the beginning of the period to which they apply. Payment for
any other Services shall be invoiced as agreed upon by the parties or, in the absence of an
a~ent, upon completion of such Services. All invoices shall be deemed undisputed on the
15th day after the invoice date, unless the City has provided CRW written notice indicating that
the invoice is disputed and providing specific infonnation as to the basis for the City's
determination that the invoice is improper or not otherwise valid
b) A "correct" invoice shall contain (1) CRW's name and invoice date, (2)
the specific purchase order number if applicable, (3) description including serial number as
applicable, price, and quantity of the Services actually delivered or rendered, (4) credits (if
applicable), (5) name (where applicable), title, phone number, and complete mailing address of
responsible official to whom payment is to be sent, and (6) other substantiating documentation or
information as may reasonably be required by City from time to time. A correct invoice must be
submitted to the appropriate invoice address listed on the applicable purchase order.
7.3 Travel and E~penses. CRW will be responsible for tracking and reporting all
travel costs and expenses. Travel expenses shall include only air fare, hotel, meals, airport
parking, car rental, airport transportation and an agreed upon rate for mileage to and from the
airport, which expenses will, individually, be subject to the United States government's CONUS
2004 per diem rates for Denver, Colorado (to the extent applicable to each of the above
categories) and, in the aggregate, will be subject to the reimbursement cap referred to below.
CRW shall receive a $50.00 per diem in respect to food and beverage. CRW will charge $50.00
per hour for traveling to and from City when traveling, provided that the per person charge per
site visit shall not exceed a total of eight (8) hours. Total reimbursement for such travel costs
and expenses under this Agreement (excluding the hourly rates to be charged for traveling to and
from the Site) will not exceed fifty thousand dollars($ 50,000), provided, however, that this limit
will not apply to CRW's travel costs and expenses related to services provided by CRW that are
outside the scope of the Project Scope of Work. There will be no holdback or retainage in
respect of travel expense
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7.4 Other Expenses. Save and except for travel expenses referred to in Section 7.3,
CRW will be responsible for all disbursements relating to the project contemplated by this
agreement including long distance, photocopying, courier charges and general incidental
expenses.
7.5 Taxes.
a) City is not subject to taxation. No federal or other taxes (excise, luxury,
transportation, sales, etc.) shall be included in quoted prices. City shall not be obligated to pay or
reimburse CRW for any taxes attributable to the sale of any System or Services which are
imposed on or measured by net or gross income, capital, net worth, franchise, privilege, any
other taxes, or assessments, nor any of the foregoing imposed on or payable by CRW.
b) Upon written notification by City and subsequent verification by CRW,
CRW shall reimburse or credit, as applicable, City in a timely manner, for any and all taxes
erroneously paid by City.
c) City shall provide CRW with, and CRW shall accept in good faith, resale,
direct pay, or other exemption certificates, as applicable.
7.6 Modifications to Charges. Where a change in an established Charge for any of
the Services is provided for in Section 2 of the attached Scope of Work in this Agreement, CRW
shall give to City at least ninety (90) days' prior written notice of such change. Any increase in a
Charge shall not .occur during the first twelve (12) months of this Agreement or during the
specified period for performance of Services, whichever period is longer. Thereafter, any
increase in a Charge shall (1) not occur unless a minimum of twelve (12) months has elapsed
since the effective date of the previously established Charge, and (2) not exceed five percent
5%) of such Charge.
ARTICLE VIII. TERMINATION
8.1 Termination for Convenience. City may terminate this Agreement, or any part
hereof, for its sole convenience by giving written notice of termination to CRW. Upon CRW's
receipt of such notice, CRW shall, unless otherwise specified in the notice, immediately stop all
work hereunder and , to the extent permitted under each applicable subcontract or agreement,
give prompt written notice tQ suppliers and subcontractors to cease all related work. CRW shall
be paid the price specified herein for all non-defective work performed hereunder as of the date
of City's termination notice, such payment to be made within thirty (30) business days after
CRW delivers such work to City, in its then current form, free and clear of all liens. Except for
costs necessary to implement City's termination directive, CRW shall not be paid for any work
done after receipt of such notice, for any costs incurred by CRW's suppliers or subcontractors
after receipt of City's termination notice , or for work which CRW could reasonably have
avoided . Notwithstanding the foregoing, in no event shall the aggregate changes to be paid by
City under this Section exceed the unpaid portion of the contract price.
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8.2 Termination for Cause. Except as provided below by the Section of this
Agreement titled "Tennination for Non-Payment," in the event that either Party materially or
repeatedly defaults in the perfonnance of any of its duties or obligations set forth in this
Agreement, and such default is not substantially cured within thirty (30) days after written notice
is given to the defaulting Party specifying the default, then the Party not in default may, by
giving written notice thereof to the defaulting Party, tenninate this Agreement or the applicable
License relating to such default as of a date specified in such notice of tennination .
8.3 Termination for Insolvency or Bankruptcy. Either Party may immediately
tenninate this Agreement by giving written notice to the other Party in the event of (I) the
liquidation or insolvency of the other Party, (2) the appointment of a receiver or similar officer
for the other Party, (3) an assignment by the other Party for the benefit of all or substantially all
of its creditors, (4) entry by the other Party into an agreement for the composition, extension, or
readjustment of all or substantially all of its obligations, or (5) the filing of a meritorious petition
in bankruptcy by or against the other Party under any bankruptcy or debtors' law for its relief or
reorganization.
8.4 Termination for Non-Payment. CRW may terminate this Agreement or a
License granted hereunder if City fails to pay when due any undisputed amounts due as per the
tenns of this Agreement and such failure continues for a period of sixty (60) days after the last
day payment is due, so long as CRW gives City written notice of the expiration date of the
aforementioned sixty (60) day period at least fifteen (15) days prior to the expiration date.
8.5 Termination for Non-Appropriation; The parties understand and acknowledge
that each Party is subject to Article X, § 20 of the Colorado Constitution ("TABOR"). The
Parties do not intend to violate the terms and requirements of TABOR by the execution of this
Agreement. It is understood and a,greed that this Agreement does not create a multi-fiscal year
direct or indirect debt or obligation within the meaning of TABOR and, notwithstanding
anything in this Agreement to the contrary, all payment obligations of City are expressly
dependent and conditioned upon the continuin 1 availability of funds beyond the term of City's
current fiscal period ending upon the next su ceeding December 31. Financial obligations of
City payable after the current fiscal year are contingent upon funds for that purpose being
appropriated, budgeted, and otherwise made available in accordance with the rules, regulations,
and resolutions of City and other Applicable Law. Upon the failure to appropriate such funds,
thi s Agreement shall be deemed tenninated.
8.6 Termination of CRW Software License. City may terminate any License for
any reason by providing written notice to CRW. If City elects to so terminate a License, City
shall return to CRW or, at City's option, destroy, all copies of the CRW Software and
Documentation in City's possession which are the subject of the terminated License, except as
may be necessary for archival purposes . In such event, CRW shall refund to City a prorated
amount, calculated as of the date of tennination, of any prepaid charges for support Services for
the CRW Software .
II
8.7 Rights Upon Termination. Unless specifically terminated as set forth in this
Article, aJI Licenses (and City's right to use the CRW Software in accordance with such
Licenses) which require performance or extend beyond the term of this Agreement shall, at
City's option, be so performed and extended and shall continue to be subject to the terms and
conditions of this Agreement.
ARTICLE IX. MISCELLANEOUS
9.1 Binding Nature, Assignment, and Subcontracting. This Agreement shall be
binding on the parties and their respective successors in interest and assigns, but CRW shall not
have the power to assign this Agreement or subcontract performance of any Services without the
prior written consent of City. If CRW subcontracts or delegates any of its duties or obligations of
performance in this Agreement to any third party, CRW shaJI remaia fuJly responsible for
complete performance of all ofCRW's obligations set forth in this Agreement and for any such
third party's compliance with the non-disclosure and confidentiality provisions set forth in this
Agreement.
9.2 Counterparts. This Agreement may be executed in several counterparts, aJI of
which taken together shall constitute one single agreement between the parties.
9.3 Headings. The Article and Section headings used in this Agreement are for
reference and convenience only and shaJI not enter into the interpretation hereof.
9.4 Relationship of Parties. CRW is performing pursuant to this Agreement only as
an independent contractor. CRW has the sole obligation to supervise, manage, contract, direct,
procure, perform or cause to be performed its obligations set forth in this Agreement, except as
otherwise agreed upon by the parties. Nothing set forth in this Agreement shall be construed to
create the relationship of principal and agent between CRW and City. CRW shall not act or
attempt to act or represent itself, directly or by implication, as an agent of City or its affiliates or
in any manner assume or create, or attempt to assume or create, any obligation on behalf of, or in
the name of, City. ·
9.S Confidentiality. CRW acknowledges that in the course of performance of its
obligations pursuant to this Agreement, CRW may obtain confidential and/or proprietary
information of City or its residents or contractors. "Confidential Information" includes :
information relating to development plans, costs, finances, equipment configurations, data,
access or security codes or procedures utilized or acquired; personnel information; resident
information; contractor information; any information designated as confidential in writing or
identified as confidential at the time of disclosure if such disclosure is verbal or visual; and any
copies of the prior categories or excerpts included in other materials created by CRW. CRW
hereby agrees that all Confidential Information communicated to it by City, its agents or
em ployees, whether before or after the Effective Date, shall be and was received in strict
con fidence, shall be used only for purposes of this Agreement, and shall not be disclosed by
C RW, its agents or employees without the prior written consent of City. This provision shall not
apply to Confi denti al Information which is (I) already known by CRW without an obligation of
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confidentiality, (2) publicly known or becomes publicly known through no unauthorized act of
CRW, (3) rightfully received from a third party (other than a City employee or agent) without
obligation of confidentiality, (4) disclosed without similar restrictions by City to a third party, (5)
approved by City for disclosure, or (6) required to be disclosed pursuant to a requirement of a
governmental agency or law so long as CRW provides City with timely prior written notice of
such requirement. Except with respect to CRW Software, which shall be governed by the
Section of this Agreement titled "Non-Disclosure," information received by City from CRW
shall only be considered proprietary and/or confidential after a separate agreement in the form of
Exhibit C, attached hereto, has been executed by a duly authorized representative of each Party
for the specific purpose of disclosing such information. The provisions of this Section shall
survive the term or tennination ofthis Agreement for any reason.
9.6 Media Releases. Except for any announcement intended solely for internal
distribution by CRW or any disclosure required by legal, accounting, or regulatory requirements
beyond the reasonable control of CRW, all media releases, public announcements, or public
disclosures (including, but not limited to, promotional or marketing material) by CRW or its
employees or agents relating to this Agreement or its subject matter, or including the name, trade
mark, or symbol of City, shall be coordinated with and approved in writing by City prior to the
release thereof. CRW shall not represent directly or indirectly that any CRW Software or Service
provided by CRW to City has been approved or endorsed by City or include the name, trade
mark, or symbol of City on a list ofCRW's customers without City's express written consent.
9.7 Labor. CRW shall comply with any labor jurisdictions applicable to CRW's
performance pursuant to this Agreement and shall cooperate with City in resolving any disputes
resulting from any jurisdictional or labor claims or stoppages. Upon request by CRW, City shall
provide to CRW clarification and guidelines regarding relationships with labor and CRW's
responsibilities with respect thereto.
9.8 Notices; Project Managers.
a) Wherever one Party is required or permitted to give notice to the other
pursuant to this Agreement, such notice shall be deemed given when delivered in hand, when
mailed by registered or certified mail, return receipt requested, postage prepaid, when sent by a
third party courier service where receipt is verified by the receiving Party's acknowledgment, or
sent by facsimile (provided that any notice sent by facsimile shall be confirmed by written notice
dispatched by mail or courier service as provided above within three (3) days following facsimile
transmittal), and addressed as follows:
In the case ofCity:
City of Englewood
Englewood Civic Center
1000 Englewood Parkway
Englewood, CO 80110
Fax : 303-762-2395
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Attn: Don Ingle, Director ofIT/Project Manager
with a copy to:
Office of the City Attorney
City of Englewood
Englewood Civic Center
1000 Englewood Parkway
Englewood, CO 80110
Fax: 303-762-2408
Attn: City Attorney, Daniel Brotzman
In the case ofCRW:
CRW Associates
16980 Via Tazon #320
San Diego, CA 92127
Fax: 858-451-3870
Attn :Christopher R. Wuerz
Either Party may from time to time change its address for notification purposes by
giving the other Party written notice of the new address and the date upon which it will become
effective; first class, postage prepaid, mail shall be acceptable for provision of change of address
notices .
b) Project Managers shall be as follows:
In the case of the City: Don Ingle
In the case ofCRW: Vance Bradshaw
9.9 SeverablUty. If, but only to the extent that, any provision of this Agreement is
declared or found to be illegal, unenforceable, or void, then both parties shall be relieved of all
obligations arising under such provision, it being the intent and agreement of the parties that this
Agreement shall be deemed amended by modifying such provision to the extent necessary to
make it legal and enforceable while preserving its intent. If that is not possible, another
provision that is legal and enforceable and achieves the same objective shall be substituted. If
the remainder of this Agreement is not affected by such declaration or finding and is capable of
substantial performance, then the remainder shall be enforced to the extent permitted by law.
9.10 Waiver. Any waiver of this Agreement or of any covenant, condition, or
agreement to be performed by a Party under this Agreement shall ( l) only be valid if the waiver
is in writing and signed by an authorized representative of the Party against which such waiver is
sought to be enforced, a:1d (2) apply only to the specific covenant, condition or agreement to be
21
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performed, the specific instance or specific breach thereof and not to any other instance or breach
thereof or subsequent instance or breach.
9.11 Remedies. All remedies set forth in this Agreement, or available by law or equity
shall be cumulative and not alternative, and may be enforced concurrently or from time to time.
9.12 Survival of Terms. Termination or expiration of this Agreement for any reason
shall not release either Party from any liabilities or obligations set forth in this Agreement which
I) the parties have expressly agreed shall survive any such termination or expiration, or (2)
remain to be performed or by their nature would be intended to be applicable following any such
termination or expiration.
9.13 Nonexclusive Market and Purchase Rights. It is expressly understood and
agreed that this Agreement does not grant to CRW an exclusive right to provide to City any or all
of the CRW Software and Services and shall not prevent City from developing or acquiring from
other suppliers computer software programs or services similar to the CRW Software and
Services. CRW agrees that acquisitions by City pursuant to this Agreement shall neither restrict
the right of City to cease acquiring nor require City to continue any level of such acquisitions.
Estimates or forecasts furnished by City to CRW prior to or during the term of this Agreement
shall not constitute commitments.
9.14 Governing Law And Venue. The rights and obligations of the parties under this (
agreement shall not be governed by the provisions of the 1980 United Nations Convention On
Contracts For The International Sale Of Goods. Rather these rights and obligations shall be
governed by the laws, other than choice of law rules, of the state of Colorado. Venue for any
action arising under this agreement or for enforcement of this agreement shall be in the
l.lppropriate court for Arapahoe County, Colorado.
9.15 Discrepancy and Omissions. If anything necessary for the clear understanding
of the Services has been omitted from , the Agreement specifications or it appears that various
instructions are in conflict, CRW shall secure written instructions from City's project director
before proceeding with the performance of the Services affected by such omissions or
discrepancies.
9.16 Entire Agreement. This Agreement constitutes the entire and exclusive
statement of the agreement between the parties with respect to its subject matter and there are no
oral or written representations, understandings or agreements relating to this Agreement which
are not fully expressed in the Agreement. This Agreement shall not be amended except by a
written agreement signed by both parties. All exhibits, documents, and schedules referenced in
this Agreement or attached to this Agreement are an integral part of this Agreement. In the event
of any conflict between the terms and conditions of this Agreement and any such exhibits,
documents , or schedules, the terms of this Agreement shall be controlling unless otherwise stated
or agreed . Any other terms or conditions included in any shrink-wrap license agreements,
quote , invoices, acknowledgments, bills of lading, or other forms utilized or exchanged by the
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parties shall not be incorporated in this Agreement or be binding upon the parties unless the
parties expressly agree in writing or unless otherwise provided for in this Agreement.
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S•p 28 04 09a3Sa CAW ASSOCIATES l8S8l4Sl-3870
IN WITNESS WIIERltOF, CRW 111d City aclmowledp that wb oflbe prcn,iaioal of
this Agreement wen axprealy qreed to 111d have eldl Clllllld Ibis A.....-11D be liped 111d
delivered by ill duly authorized officer or n,pnweutmWI • oftlle l!ffecliye Dale.
DATED dais __ day of October, 2004.
CITY OF ENGLEWOQD. COLORADO
By.. ____________ _
Title: ____________ _
ATTl!ST:
caws,...., lac. ( d.b.a aw Aaoc:ia1a)
By..~?-c"""'~--='~""""'~~~-=:.+--~~-
Trtle: ~Ffri._.OMZ,._..-Rilr"......._ ______ _
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SCHEDULE 1.2(1)
LISTING OF EQUIPMENT
The following hardware products will be procured by the City in order to enable the correct
functioning of the CRW Software as specified. CRW shall note to the City their concurrence
with the list products prior to their procurement
The CRW Software and <lata are proposed to be housed on a single new HP/Compaq server with
the following specifications:
2) G3 XEON 3.0 Ghz processors
4GBRAM
2) 18.2GB HD's -RAID 1
4) 18.2Gb HD's -RAIDS
1) Redundant power supply
SCHEDULE 1.2(r)
THIRD PARTY SOFfWARE
The following software products will be procured by the City in order to enable the correct
functioning of the CRW Software as specified. CRW shall note to the City. their concurrence
with the list products prior to their procurement:
SCHEDULE 1.2(1)
LISTING OF CRW SOFTWARE
As further described in Section 2 of the attached Scope of Work, the following CRW Software
will be provided.
so--· ·uJeName Versinn i,rnmrw,r
PennitTrak Version Seot 2004 or later
CodeTrak Version Sept 2004 or later
BusinessTrak Version Sept 2004 or later
ProiectTrak Version Sept 2004 or later
I LandTrak Version Sept 2004 or later
AECTrak Version Sept 2004 or later
Subject to the terms of Section 2 of the attached Scope of Work, the following additional
modules may be optionally procured:
Software/Module Name V.....,inn Numtv.r
MobileTrak Version Sent 2004 or later
eTraklt Version Sent 2004 or later
SCHEDULE 5.S(a)
SYSTEM SUPPORT AND MAINTENANCE
l. Obligations. Maintenance of and support for the System as required in
connection with this Agreement shall be provided to City in accordance with the provisions of
this Schedule 5.5(a).
2. Availability. CRW shall provide maintenance and support for Critical and Major
failures (defined below) 24 hours a day, 7 days a week.
3. City Point-of-Contact (POC). City shall designate one primary point-of-contact
and one back-up -to be used when the primary point-of-contact is unavailat-!-:) !!irough which
all support requests shall be funneled. This d~ignation shall be made, in writing, within 10
working days after contract execution; provided however, that if City does not designate a POC,
all support requests shall be funneled through City's designated System Administrators.
Changes to the POC list will be made, in writing, by an authorized City representative .
Additional POCs shall be available through special arrangements with CRW.
4. Version Support. CRW Software maintenance support provided by CRW shall be
for (i) the most current revision level of the most current production version and (ii) previous
production versions for a minimum of 12 months after the previous version is superseded.
Support for earlier production releases is available via a customized support agreement with
CRW.
5. Communication Mechanism. Communications between City and CRW will
include:
Electronic mail
Facsimile Telephone
Telephone
Internet/Web Page
The CRW support mail address is 16980 Via Tazon #320 San Diego, CA 92127. The
CRW fax number is 858-451-3870 and should be addressed to the CRW technical supP9rt
organi zation . The technical support telephone is 858-451-3030 (San Diego), and 813 -223 -1450
Tamp a) and will be staffed by a customer technical support representative during the hours of
8:00 i\M to 5 :00 PM Mountain Time. Voicemail mail be provided for back-up when the line is
busy. Pager support shall be provided after hours support for reporting Critical and Major
failure s .
6. CRW Software Deficiencies . CRW defines a CRW Software Deficiency as an
eve nt whereby the CRW Software does not perform as documented or documentation is
incorrec t. The policies described in this Schedule 5.5(a) apply to the CRW Software.
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7 . Support Staffing and Responsibilities. Requests for support are taken by a
technical support representative who records the information as described in Section 8 below. If
the technical support representative is unable to immediately resolve the problem, the problem is
assigned to support engineering. The technical support representative is also responsible for
monitoring the progress of deficiency resolution and reporting that progress to City as required.
8. Reporting Deficiencies. During the initial contact with City, the customer
technical support representative will verify that a valid support contract exists. In order to
accelerate CRW's response to the reported deficiency (the "Deficiency Notification"), City
should have the following information available:
Contact information
Description of the problem
Sugges~ deficiency classification
If the Deficiency Notification is not resolved during the initial conta..;, the CRW customer
technical support representative shall respond to City after submission of the Deficiency
Notification by providing City with:
The call tracking number for the Deficiency Notification
The Deficiency Classification (defined in Section 9 below) initially assigned to the
Deficiency Notification (Classifications may change during the resolution)
An estimated time frame for problem resolution, or more likely on the initial call, a plan
for continued contact until a better estimate for resolution and/or actual resolution can be
provided. Callbacks will be based upon the Deficiency Classification.
9. Deficiency Classifieation. CRW, with the concurrence of City, shall classify each
deficiency reported in a Deficiency Notification according to the following deficiency criteria:
Critical
Major
Minor
Critical Business Impact, production system down. Fatal condition which precludes
significant useful work from being done, or, in the judgment of City, significantly
precludes developer and/or end-user operations or causes continuous unscheduled
downtime of a production system .
Significant Business Impact, important features are unavailable with no acceptable
workaround. City development or production operations are seriously impaired.
However, end-users are operational due to a workaround
Some Business Impact, important system features unavailable but workaround
available or less significant feature~ unavailable with no reasonable workaround.
Degradation condition which causes program or system failure, causes misleading
or incorrect output, causes function to not execute as documented, and/or disables
one or more nonessential functions.
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Warning
Informational
Minimal Business Impact. Impairment condition which causes user confusion
and/or impairs one or more nonessential, but desirable, functions, including
functionally incorrect documentation. Workaround is awkward, but does not impair
operations. Condition causes minimal or cosmetic deficiencies'.
Information or enhancement request Explanation of a feature(s) requested or a
CRW Software enhancement requested.
10. Deficiency Correction Requirements. Upon receiving a Deficiency Notification from City,
CRW shall provide responses to the Deficiency Notification as specified in the table below. City must
either provide on-line access to a system where the deficiency can be reproduced or agree to close the
problem. First level response shall be within the time frame described in the first colwnn. Second level
response, or the response required for deficiency resolution, shall follow the requirements descnbed in the
second column. For example, if CRW is unable to reproduce the deficiency on the most current
maintenance release of the CRW Software, CRW will advise City to upgrade to the current maintenance
release prior to commencing deficiency resolution. Final level response will be provided no less
frequently than once a year.
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Deficiency Classes First Level 1 Second Level2 Final Level
Critical 2 hours Constant effort until Finally resolved in
relief provided or until next regularly
Deficiency reduced to
minor status.3
scheduled release.
Deficiency remedied
within 12 hours after
initial notification.
Major 4 hours Constant effort until Finally resolved in
relief provided or until next regularly
Deficiency reduced to scheduled release.
I minor status.3
Deficiency remedied
within 24 hours after
initial notification.
Minor Three (3) business Deficiency remedied Finally resolved in
days within ten (10) next regularly
business days scheduled release.
Warning One (l) week Deficiency remedied Finally resolved in
within two (2) weeks next regularly
scheduled release
Informational One (I) week
I First level response means that a CRW engineer or other technical staff will contact City
within the time frame specified via telephone communication or as otherwise appropriate under the
ircumstances.
2 Second level response means CRW will provide a workaround, fix, or patch implementinll
the deficiency correction within the specified time frame which alleviates the difficulty but has no1
yet been fully tested or incorporated in a release within the Second Level time frame.
3 However, when CR W is unable to duplicate a deficiency, remedial action cannot commence
until CRW has received magnetic or electronic media and/or access to the related computer system!
from Licensee exhibiting the error, and, in such cases, the schedules set forth in this Section shal
apply only following CR W's receipt of such media, equipment, and/or access.
11. Patch Distributitm and Quality. In all cases where possible, CRW shall provide
patches and workarounds on-line. CRW shall conduct deficiency correction validation tests (on
a standard base level system) and regression testing for patch compatibility prior to sending the
same to City .
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12. Final Level Distribution and Quality. Final level deficiency corrections will be
distributed via magnetic media. CRW shall conduct test quality assurance measurements on the
Final Level deficiency correction release sufficient to demonstrate that each reported deficiency
has been rectified and that the CRW Software continue to meet the Specifications in all material
aspects.
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SCHEDULE 7.3
SOFrW ARE ESCROW AGRE EM ENT
Date or Agreement: November 21, 2003
EscrowTecb: EscrowTecb International, Inc.
C7 Data Center Building
333 South 520 West -Suite 230
Lindon, UT 84042
Escrow No. 5794-MB
Tel:
Fu:
Owner: CRW Systems lac. (dba CRW Associates)
16980 Via Tazon #320
Tel.:
Fu:
Saa Diego, CA 92127
I. Software and Estoblish•enl of
Escrow. Owner owns, or has the right to license
or distribute, the "Software" identified in Exhibit
A. By this Agreement, Owner establishes an
escrow of "Deposit Materials" (sec Exhibit A)
for the Software (the "Escrow").
2. Benefu:uuks. Each licensee of the
Software who registers under Section 3 shall be
a "Beneficiary."
3 . Registration. To register a
licensee as a Beneficiary with EscrowTech:
a) Owner and the licensee will
complete and execute EscrowTech's then-
current Beneficiary Registration Form.
b) The completed and executed
Beneficiary Registration Form will be
submitted to EscrowTech .
c) EscrowTech will give written
notice to Owner and the licensee of receipt
of the Beneficiary Registration Form.
4 . Deposit Matel'Ulb. Owner shall
depo sit the "Deposit Materials" (including
Updates") into the Escrow by delivering to
EscrowTcch th e Deposit Materia ls described in
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Exhibit A. Owner warrants that it bas the right
to provide the Deposit Materials to EscrowTcch
for the purposes of this Agreement and sball
indemnify EscrowTcch against, and bold it
barmlcss from, any claim to the contruy by a
third party.
S. Elluypdo1t 111111 Reprodlu:tlolf.
Owner wammts that none of the Deposit
Materials will be encrypted or password
protected and that all of the Deposit Materials
will be in a readable and uscable form (for
purposes of the Permitted Use -sec Section 14)
and will be readily reproducible by EscrowTcch
for copying as needed under this Agreement
sec, e .g., Section 13). Exception : If Deposit
Materials are transmitted electronically to
EscrowTcch via FfP or other electronic
transmission method accepted by EscrowTcch,
then such Deposit Materials may be in an
encrypted format that is acceptable to
EscrowTcch and that can be decrypted by
EscrowTcch and stored in an unencrypted
format on physical media (e.g ., a CD ROM). It
is Owner's responsibility to provide any
decrypoon tools/keys, passwords. and
information needed for decryption. h is not
EscrowTccb's rnpoDS1l>ility to dilcover if my
of the Deposit Materials are encrypted or
password protected or to provide de-encryption
tools/keys, passwcrds or information needed for
decryption .
6 . Updales. Owner shall update the
Escrow by delivering to EscrowTech Updated
Deposit Materials ("Updates") as described in
Exhibit A. Updates shaH be part of the "Deposit
Materials."
1. Deposit Procedure. Deposit Materials
shall be delivered by Owner to EscrowTech in
accordance with EscrowTech's then-current
deposit procedures. Duplicate copies (i .e ., two
sets) of all Deposit Materials in reliable storage
media should be delivered by Owner, but
EscrowTech is not responsible if Owner fails to
comply with this.
a) Deposit Inventory Form. Owner will
submit with the Deposit Materials a completed
Deposit Inventory Form. Such Deposit
Inventory Form shall be a representation by
Owner to each Beneficiary and EscrowTech that
the Deposit Materials conform to the
descriptions and identifications in the Deposit
Inventory Form.
b) Conf,,,,.lllion. To confirm receipt of
the Deposit Materials, EscrowTech will mail or
otherwise deliver a copy of the Deposit
Inventory Form to Owner and each Beneficiary.
c) Dejlciency. If a Beneficiary believes
that the Deposit Materials, as identified in the
Deposit Inventory Form, are deficient (e.g.,
incomplete or inadequate) or if there is some
other problem, then the Beneficiary shall notify
Owner and resolve the matter with Owner. It is
Owner's responsibility to deposit all required
Deposit Materials.
d) Reproducible. It is Owner's
responsibility to ensure that the Deposit
Materials provided by Owner (including,
without limitation those on any electronic media
e .g., CD-ROMs, magnetic tapes, etc.) are
provided in a reproducible form .
e) Verljlcation. EscrowTech is not
re ponsible for verifying the completeness,
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accuracy, suitability, state, format, safety,
quality, or content of the Deposit Materials.
However, at the request of any Beneficiary or
Beneficiaries, EscrowTech may conduct
technical verifications of Deposit Materials for
such Beneficiary or Beneficiaries in accordance
with a Technical Verification Addendum to this
Agreement. The requesting Beneficiary or
Beneficiaries must pay EscrowTech's then-
current fees plus expenses for the technical
verifications.
t) Deslgntlted Beneficiary Option. If
certain Deposit Materials apply only to one
Beneficiary (e.g., the Software is customized for
a given Beneficiary), then Owner has the option
of depositing such Deposit Materials only for
that Beneficiary. In making a given deposit of
Deposit Materials, Owner may designate the
Beneficiary in the Deposit Inventory Form.
Only the designated Beneficiary will have
escrow rights (and potentially release rights)
with respect to these Deposit Materials. Except
for this restriction, the other terms and
conditions of this Agreement shall apply thereto.
It is the responsibility of Owner to clearly
indicate the designated Beneficiary. Owner may
designate more than one Beneficiary, and in
such case each of the designated Beneficiaries
will be a designated Beneficiary as described
above. The Beneficiary Fee for each designated
Beneficiary will be increased as provided in
Exhibit B.
8. Repl11«111ent of Obsolete Deposit
M.ierlt,Js. Owner may identify for EscrowTech
any Deposit Materials which become obsolete,
outdated or redundant and instruct EscrowTech
to destroy or return the identified Deposit
Materials. Such identification shall be made in
writing and must be consistent with the labeling
and identification used by Owner when the
Deposit Materials were delivered to EscrowTech
or be otherwise understandable to EscrowTech.
The instructions to EscrowTech must be
accompanied by written permission from each
affected Beneficiary for EscrowTech to destroy
or return the identified Deposit Materials in
accordance with Owner's instructions. The
Deposit Materials" shall cease to include any
destroyed or returned Deposit Materials.
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9. Liunse Agreement. Owner and each
Beneficiary have entered into one or more
agreements identified in the Beneficiary's
Registration Form that relate to the Software.
For that Beneficiary, such agreement(s) is (are)
referred to herein as the "License Agreement."
This Software Escrow Agreement is
supplementary" to the License Agreement
within the meaning of Section 365(n) of the U.S.
Bankruptcy Code (11 U.S.C. 365(n)). If this
Agreement and/or the License Agreement are/is
rejected by ~ner as a debtor in possession or a
trustee or by any other person or entity under the
U.S. Bankruptcy Code, then the Beneficiary may
elect to retain its rights as provided in Section
365(n). The Parties intend that no bankruptcy or
bankruptcy proceeding, petition, law or
regulation (and no other proceeding, petition,
law or regulation of a similar nature in any state
or foreign jurisdiction) will impede, delay or
prevent the release of Deposit Materials to a
Beneficiary in accordance with the provisions of
this Agreement, and Owner hereby conveys and
licenses to EscrowTech such rights (including
intellectual property rights) as are necessary to
allow EscrowTech to lawfully make such release
and perform this Agreement. This license is
granted as of the date of this Agreement and
shall predate any bankruptcy petition subsequent
to such date.
I0. Embodiments of lllldl«tlllll
Property. The Parties agree that the Deposit
Materials are an "embodiment" of "intellectual
property" as th • e terms are used in Section
365(n) of the U lllkruptcy Code (11 U .S.C .
365(n)). The tan, • Deposit Materials and any
copies thereof made by EscrowTech in
accordance with this Agreement are owned by
EscrowTech, but such ownership does not
include ownership of any copyrights or other
intellectual property in or to the Deposit
Materials.
11 . Heleau of IHposil Mtllerillls -
Request of Beneflcuiry. A Beneficiary will be
entitled to receive the Deposit Materials if the
Release Condition" described in the applicable
Beneficiary Registration Form occurs. The
fo llowing release procedure shall apply :
a) Notice to EscrowTeclt. The
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Beneficiary shall give written notice to
EscrowTech infonning EscrowTech that the
Release Condition has occurred, and shall
request EscrowTech in writing to release the
Deposit Materials to Beneficiary.
b) Notice to Owner. EscrowTech
shall then promptly send written notice to
Owner of the Beneficiary's notice and
request for release. Such notice will be sent
by a "next day" or "overnight" or "priority"
or "express" delivery service (e.g., Federal
Express, UPS, U .S. Express Mail, etc .) or
will be delivered personally.
I
c) Rektue ond Waiting Period.
Unless there is a timely dispute or objection
as provided in Section 11 ( d) below,
EscrowTech shall release the Deposit
Materials to the Beneficiary promptly after
expiration of the Waiting Period. The
Waiting Period" shall be two weeks,
beginning on the date that the notice is sent
by EscrowTech to Owner.
d) Dispute. If O wner disputes the
Beneficiary's right to the Deposit Materials
or otherwise objects to their release, then
Owner must give written notice of such
dispute or objection to EscrowTecb prior to
the conclusion of the Waiting Period. If
EscrowTech receives such timely notice of
dispute or objection, EscrowTech will not
release the Deposit Materials to the
Beneficiary until the dispute is resolved by
Owner and the Beneficiary in accordance
with Section 19 or by court order. Such
resolution will detcnnine whether or not the
Beneficiary is entitled to receive the Deposit
Materials. EscrowTech bas no obligation to
determine whether or not the Beneficiary is
entitlQi to the Deposit Materials.
e) P"""'1 R«eau. If
Owner believes that the Beneficiary is
entitled to a release of only a portion of the
Deposit Materials (e.g., Deposit Materials
corresponding to unlicensed versions -see
f) below), it is the responsibility of Owner
to indicate this in a written notice to
EscrowTech and to clearly identify in such
notice the portion of the Deposit Materials
that should be released to the Beneficiary
and what should not be released. This
notice must be given promptly and must be
received by EscrowTech within the above
Waiting Period. If the Beneficiary believes
that it is entitled to more than said portion of
the Deposit Materials, then this dispute shall
be resolved in accordance with Section 19.
f) Unlicensed Versions.
A Beneficiary is not entitled to receive
Deposit Materials corresponding to Software
versions not licensed or provided by Owner
to Beneficiary. [For example, if the Deposit
Materials correspond to versions 1.0, 2.0,
2.1 and 3.0 of the Software, but only
versions 2.0 and 2.1 are licensed to the
Beneficiary, then the Beneficiary is only
entitled to a release of the Deposit Materials
corresponding to versions 2.0 and 2.1.) If
applicable, it is the responsibility of Owner
under (e) above to inform EscrowTech of
the specific Deposit Materials which should
not be released to the Beneficiary. In the
absence of such information, EscrowTech
may release all of the Deposit Materials in
the Escrow or all of the Deposit Materials
requested by the Beneficiary under (a)
above.
12 . Release of Deposit Mlllerillls -
Owner's /ns1r11ctio11. Upon receipt of notice
and instruction from Owner and the receipt of
the Release Fee, EscrowTech shall release the
Deposit Materials to the Beneficiary designated
in the instruction .
13 . Coples. Because there
are multiple Beneficiaries under this
Escrow, any Deposit Materials released to
Beneficiaries under this Agreement may be
in the form of copies of the Deposit
Materials. EscrowTcch may copy the
Deposit Materials for the purposes of this
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Agreement. Such copies shall be considered
Deposit Materials for the purposes of this
Agreement.
14. Use of Released Deposit Materials.
Deposit Materials released to a Beneficiary
under this Agreement may only be used by the
Beneficiary as permitted in its Beneficiary
Registration Form ("Permitted Use''). Owner
hereby licenses the Beneficiary to practice the
Permitted Use. Although Beneficiary is not
entitled to receive any Deposit Materials until
after a release under this Agreement, this
Permitted Use license is granted as of the date
the applicable Beneficiary Registration Form is
first signed by Beneficiary or Owner and shall
predate any bankruptcy petition subsequent to
such date. If this Agreement and/or the License
Agreement arc/is rejected by Owner as a debtor
in possession or by a trustee or by any other
person or entity under the U.S. Bankruptcy
Code, then the Beneficiary may elect to retain
this Permitted Use license as part of the rights it
may retain in accordance with Section 365(n) of
the U.S. Bankruptcy Code. This shall not
negate, prejudice or limit any other rights which
the Beneficiary may have.
15. Fees. EscrowTcch shall receive the
following fees and payments:
a) Annual Fee. Beginning on the date
of this Agreement and on each anniversary
thereafter until termination of the Escrow,
Owner shall pay an Annual Fee to EscrowTcch
in accordance with the Fee Schedule (Exhibit
B). The Annual Fee is payable at the beginning
of the contract year to which it is applicable.
b) Benejkuuy Fus. For each
Beneficiary, the Beneficiary Fee will be paid to
EscrowTcch in accordance with the Fee
Schedule (Exhibit B). Tbe Beneficiary Fee is
first payable at the time of registration . This
entitles the Beneficiary to registration for the
remainder of the contract year in which the
Beneficiary Fee is paid. Thereafter and until the
Beneficiary ceases to be a "Beneficiary" (sec
Section 16), the Beneficiary Fee will be paid to
EscrowTccb in advance for each subsequent
contract year . "Contract years" arc based on the
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date of this Agreement and anniversaries
thereof.
c) Excess Update Fee. Four Updates to
the Escrow per contract year are included at no
extra charge. If more than four Updates are
made in a contract year, Owner shall pay the
Excess Update Fee (see Exhibit 8) to
EscrowTech for each extra Update. Any
deposits of Deposit Materials for designated
Beneficiaries under Section 7(t) shall be deemed
Updates for the purpose of this Excess Update
Fee.
d) Release Fees. Each Beneficiary
requesting a release of any Deposit Materials
under Section 11 shall pay the Release Fee (see
Exhibit 8) to Escrow'.fech. If any Deposit
Materials are released to a Beneficiary at the
instruction of Owner under Section 12, Owner
shall pay the Release Fee to EscrowTech.
e) Excess Storage Charges. If the
storage requirement for the Deposit Materials
exceeds two cubic feet, then Owner will pay the
Excess Storage Charge (see Exhibit 8).
t) Increases. The fees set forth in
Exhibit B are fixed for the first three yean of
this Agrcerr.ent. Thereafter, fees are subject to
reasonable increase by EscrowTecb upon written
notice . EscrowTech's then-current fees shall be
payable.
g) Costs. Each Beneficiary shall pay
EscrowTecb for reasonable costs incurred by
EscrowTech in releasing, copying and delivering
the Deposit Materials to the Beneficiary. All
other out-of-pocket costs reasonably incurred by
EscrowTech in connection with this Agreement
are reimbursable by the applicable Beneficiary
and Owner to EscrowTech. Costs are not
included in the above fees and are payable in
addition to the above Fees.
16 . Tm1tinotion of Beneflcivy's
Registrtllion. A Beneficiary's registration will
terminate and the Beneficiary will cease to be a
Beneficiary" under th .is Agreement ifany of the
following occurs :
a) The Beneficiary gives written
notice of such tennination to EscrowTech.
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b) The Beneficiary's License
Agreement terminates. [If the License
Agreement consists of more than one
agreement and if less than all such
agreements terminate, then the License
Agreement shall consist of the unterminated
agreements and the Beneficiary shall
continue as a "Beneficiary'' under this
Agreement.] In the event of such
termination, the Beneficiary and Owner will
give written notice thereof to EscrowTech.
If such notice is given by Owner, but not the
Beneficiary, then EscrowTech may send
notice thereof to Beneficiary and if
EscrowTech does not receive a written
objection from Beneficiary within three
weelcs after the date of EscrowTech 's notice,
then EscrowTech may terminate the
Beneficiary's registration.
c) The Beneficiary breaches this
Agreement and does not cure such breach
within 30 days of written notice of such
breach, and EscrowTech gives notice of
termination to the Beneficiary.
d) The Escrow terminates.
EscrowTcch will have no obligation or
liability to the Beneficiary after termination
of its registration. Termination of a
Beneficiary's registration shall not affect the
other Beneficiaries.
17. Te,.hudlo11 of Escrow. Subject to
Section 18, this Escrow may be terminated by
either Owner or EscrowTecb upon 90 days
advance written notice of termination to the
other Party and to the Beneficiaries.
Termination will not be effective until the end of
the 90 day period (and any extension pursuant to
Section 18). If a Release Condition occurs and
EscrowTech is given written notice thereof
under Section I l(a) prior to the date of
termination, then the Escrow will not tcr minatc
without the written consent of the affected
Beneficiaries. Upon termination of the Escrow,
the following shall apply:
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a) EscrowTech shall either return the
Deposit Materials to Owner or destroy the
Deposit Materials, whichever Owner
requests. If destruction is requested,
EscrowTech will certify in writing to Owner
that such destruction has occurred.
b) EscrowTech shall have no
obligation or liability to Owner or any
Beneficiary after termination.
c) Termination of the Escrow shall
not affect any rights and licenses granted to
EscrowTech or a Beneficiary with respect to
Deposit Materials released to (or which
should be released to) the Beneficiary
because of a Release Condition occurring
prior to the date of e rmmation.
18. Establishment of S11bstilllle Escrow.
During the 90 day period under Section 17,
Owner shall establish a substitute escrow of the
Deposit Materials with a third party escrow
agent for the benefit of each Beneficiary. The
substitute escrow must be approved by the
Beneficiary, but such approval will not be
unreasonably withheld or delayed. tf necessary,
this matter shall be resolved in accordance with
Section 19. If more than 90 days is needed to
establish the substitute escrow and if
EscrowTech receives written notice from Owner
or a Beneficiary of such need prior to the end of
such 90 days, then the 90 day period under
Section I 7 shall be extended as reasonably
necessary and the Escrow shall not terminate
until EscrowTech receives written notice from
Owner that the substitute escrow has been
established and approved . Owner has no
obligation to establish a substitute e~w if all
License Agreements for all Benefic1anes have
terminated or if none of the Beneficiaries request
a substitute escrow within three weeks after an
written inquiry thereof from Owner to each
Beneficiary.
19 . Dispute Resolutio11. In the event of
any dispute between any two or more of the
Parties relating to this Agreement or the Escrow,
they shall first eek to settle the dispute by
38
mutual agreement. If they have not reached a
settlement within one week, then any disputing
Party may thereafter submit the dispute to
arbitration, and if so submitted, such dispute
shall be finally settled by arbitration conducted
in accordance with the commercial arbitration
rules of the American Arbitration Association or
its successor. The disputing Parties shall
attempt to mutually agree upon a neutral
arbitrator. If the disputing Parties cannot reach
such agreement, they shall request the American
Arbitration Association or its successor to
designate a neutral arbitrator. Any arbitration
involving EscrowTech as a party shall be
conducted in Salt Lake City, Utah. Any
arbitration to which EscrowTech is not a party
shall be conducted in Owner's city as indicated
at the beginning of this Agreement. This
Section does not apply to any dispute between
two Beneficiaries that does not include
EscrowTech or Owner as a party to such dispute .
The institution of any arbitration proceeding
hereunder shall not relieve any Party of its
obligation to make payments under this
Agreement. The decision by the arbitrator shall
be binding and conclusive upon the Parties, their
succcsson, assigns and trustees and they shall
comply with such decision in good faith, and
each Party hereby submits itself to the
jurisdiction of the courts of the place where the
arbitration is held, but only for the entry of
judgment or for the enforcement of the decision
of the arbitrator hereunder. Judgment upon the
award may be entered in any court having
jurisdiction.
20. Protectlo11 of Deposll Mtderiols.
EscrowTech shall keep the Deposit Materials
delivered to it in secure storage and shall keep
the conteJ1ts thereof confidential. If any of the
Deposit Materials arc damaged, destroyed or lost
by fire, theft, accident, or other mishap or cause,
Owner shall promptly submit to EscrowTech
such Updates or replaccmcots as are necessary
to replace the damaged, destroyed or lost
Deposit Materials. There shall be no Excess
Update Fees charged for such Updates or
replacements.
21 . ,,.._11ljlcfltio11. In the event that
EscrowTcch takes any action or inaction at the
request or demand of Owner or a Bcncfkiary,
then the Owner or Beneficiary making such
request or demand shall indenmify and hold
harmless EscrowTech and its directors, officers,
employees, shareholders, and representatives
from and against any and all liabilities, claims,
judgments, damages, losses and expenses,
including attorneys' fees, arising out of or
relating to such action or inaction .
22 . Depository Only. EscrowTech acts
hereunder as a depository only and is not
responsible or liable for the completeness,
accuracy, suitability, state, format, safety,
quality, content, sufficiency, correctness,
genuineness or validity of the Deposit Materials
or any document submitted to EscrowTech or
the execution of the same or the identity,
authority, or rights of any person executing or
depositing the same. EscrowTech is not
responsible for any loss of Deposit Materials due
to defective, outdated, or unreliable storage
media (e.g., CD ROMs, magnetic tape, disks,
etc.) or for the degradation of storage media.
23 . Uncertainty. Notwithstanding
anything in this Agreement to the contrary, if
EscrowTech is uncertain as to any duty,
obligation, demand, or right, EscrowTech may
hold the Deposit Materials and refrain from
taking any action and wait for a final resolution
under Section 19 or a coun order.
24 . Reliance. EscrowTech shall not incur
any liability in acting upon any notice, request,
waiver, consent, receipt or other paper or
document believed by EscrowTech to be
genuine and to be signed by the proper party or
parties, or in acting upon any resolution under
Section 19 or any court order.
25 . Extraordinary Services.. In addition
to the fees and charges for the usual services of
EscrowTech under this Agreement (see Section
15 and Exhibit B), EscrowTech shall be entitled
to additional reasonable compensation should
EscrowTech be requested or required to perform
any additional or extraordinary service; and
Esc rowTech shall be reimbursed for any out-of-
pockct expenses (including, without limitation,
travel expenses and fees of counsel) reasonably
incurred in connection with such additional or
extraordinary services. Extraordinary services
39
include, but are not limited to, any involvement
of EscrowTech, at the request or demand of
Owner or a Beneficiary, in any arbitration or
litigation between Owner and the Beneficiary.
26. Disclahner. ESCROWTECH MAKES
NO WARRANTY NOT EXPRESSLY SET FORTH
HEREIN. ANY IMPLIED WARRANTIES ARE
DISCLAIMED AND EXCLUDED BY
ESCROWTECH.
27. LimiJadon on LlabUlty. FOR ANY
AND ALL CLAIMS AND CAUSES OF ACTION
INCLUDING WITHOUT LIMITATION BREACH
OF CONTRACT, TORT, MALPRACTICE, ETC.),
ESCROWTECH'S AGGREGATE LIABILITY TO
OWNER AND THE BENEFICIARIES SHALL NOT
EXCEED THE TOTAL FEES PAID TO
ESCROWTECH UNDER THIS AGREEMENT. IN
NO EVENT SHALL ESCROWTECH BE LIABLE
FOR ANY CONSEQUENTIAL, INCIDENTAL,
EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES
OR LOSS OF PROFITS, REVENUES OR BUSINESS,
EVEN IF ADVISED OF THE POSSIBILITY
THEREOF.
28 . Interpretation. The wording used in
this Agreement is the wording chosen by the
Parties to express their mutual intent, and no rule
of strict construction shall be applied against or
in favor of any Party. Section beadings are for
convenience only, and do not limit or affect the
proVlSIODS of this Agreement or their
interpretation.
29. Entin Agree•ent. This Agreement
constitutes the entire agreement of the Parties
relating to the Escrow. This Agreement sets
forth all the duties and obligations of
EscrowTech with respect to any and all matters
relating to this Agreement, the Escrow or the
Deposit Materials. EscrowTech has no implied
duties or obligations .
30. Force Ma)e11re. Except for
obligations to make payment, no Party shall be
liable for any failure to perform arising from
causes beyond its control, including, but not
limited to, fire, storm, flood, earthquake,
explosion, accident, theft, terrot;ism, acts of
public enemies, war, insurrection, sabotage,
illness, labor disputes or shortages, product
shortages, failure or delays in transportlltion,
inability to secure materials, parts or equipment,
acts of God, or acts of any governmental
authority or agency thereof.
31. Governing Law. This Agreement, the
Escrow and the relationship ofEscrowTech with
Owner and each Beneficiary shall be governed
and construed under and in accordance with the
laws of the state of Utah without regard to
conflict of laws principles. Furthermore, in the
event of any litigation or arbitration between
EscrowTech and Owner or between EscrowTech
and any Beneficiary, such litigation or
arbitration shall be conducted exclusively in Salt
Lake City, Utah and the Parties hereby agree and
submit to such jurisdiction and venue.
32. Notices. All notices under this
Agreement shall be in writing and shall be
delivered to the address indicated for the
intended Party at the beginning of this
Agreement or, in the case of a Beneficiary, on
Beneficiary's Registration Form, or to such
substitute address as any Party may designate for
itself by proper notice to the other Parties. It is
the responsibility of each Party to keep the other
Parties infonned of its address and telephone
and fax numbers ( except that a Beneficiary is
not obligated to keep other Beneficiaries
informed of this information).
33. ModijkaJion. This Agreement may
only be modified, amended or rescinded by a
writing signed by all affected Parties.
34. AssignMenL This Agreement may be
assigned by a Party to a successor who acquires
substantially all of such Party's business assets
relevant to the subject matter of this Agreement.
The assigning Party shall give notice thereof to
the other affected Parties and shall deliver to
such other affected Parties a copy of the
successor's written agreement to accept or
assume this Agreement.
JS. Execudo11. This Agreement may be
executed in any number of counterparts, each of
which shall be deemed an original, but all of
which taken together shall constitute one and the
same instrument . The persons signing below
represent that they are duly authorized to
execute this Agreement for and on behalf of the
Party for whom they are signing.
40
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Sep 28 04 09:35• CRW ASSOCIATES (858)451-3870
SQUWARJ l§CROW A<iBIJMINI
BENEQCIAllY BIGISTRA'QQN JQRM
9er: CRW Syateml, lac
Beneficiary: City ofED&l-ood, CO
Eacrow No. 5794-MB
Tel.:
Fax:
Contact:
E-Mail:
This Beneficiary Registration Form applies to the above-icleatified Elcrow and die Softwae Escrow
Agreement dared November 21, 2003 to which Owner and Esc:rowTech International, lac.
EscrowTech") are parties (the "Escrow Apeemcat").
Owner and Beneficiary have entered into one or more ocher ag.eemellll idenlified below:
AGlll:Ml:NT POK THE INSTALLATION AND un OF
PERMl'I', PLANNING ud CODS ENPORCDUNT SOFl'WARE
Such agreoment(s) (including addendums or amendmencs therelD, if any) is (are) refemid to in the Escn>w
Agreement as the "Liceme Agreement."
Beneficiary has received and reviewed a copy oftbe Eac:row Aar--t, Beneficiary aar-to tbe tams
and conclnioaa ofthe Eac:row Apemnait and ia hereby made a Party thlnlD. a..6:iuy ii .-itJecl to lbe
ripts and benefm or a .. e-fic:iuy" under tbe Eac:row A.--and ..pes the oblipliolll of a
Beneficiary" under the Elcrow ~
Appendix I , altached hereto, is part of this Beneficiary Repstntion Fom1 and dacriba the Releue
Condition and Permitted Use applicable to die Beneficiary undlr the Escrow A.,.....t.
Dare of this Beneficiary Repstration: ------
ACCEPTED AND AGRJ:'ED TO BY Bl:NU1CIARY AND OWND:
Beneficiary:
Authorized Signahlre Alllhoriad Sipaiun
1-...... by """""Eh,
For EscrowTec:11 Oaly!
Eacn,wTec:11 Sipllln:
3
I • •
SOFTWARE ESCROW AGREEMENT
BENEFICIARY REGISTRATION FORM
APPENDIXl
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RELEASE CONDITION
The Release Condition shall be deemed to have occurred if any of the following is satisfied:
a. Owner files a petition for protection under the U.S. Bankruptcy Code, or at1 involuntary
petition in bankruptcy is filed against Owner and is not dismissed within 60 days
thereafter.
b. Owner defaults in its obligation to provide maintenance and support services as required
by the License Agreement (or any other contract with Beneficiary), and fails to cure such
default within IO days after receiving written notice of the default from Beneficiary. The
notice must describe the default and state the action which Beneficiary believes is
necessary to cure the default.
c. Beneficiary becomes entitled to a release of the Deposit Materials (i.e., source code for
the Software) pursuant to the terms of the License Agreement.
PERMITTED USE OF RELEASED DEPOSIT MATERIALS:
In the event that the Deposit Materials are released to Beneficiary, the following shall apply:
a. Beneficiary may only use the Deposit Materials to maintain, modify and enhance the
Software. The maintained, modified and enhanced Software may only be used in
accordance with the License Agreement.
b. Beneficiary may not disclose the Deposit Materials to any third party and shall keep the
Deposit Materials confidential, except as provided below.
c . Beneficiary may engage the services of independent contractors (e.g., computer
programmers or an outsourced maintenance service) to assist Beneficiary in exercising its
Permitted Use rights . Each such independent contractor must agree in writing that
it/he/she will not disclose or transfer the Deposit Materials to any other person, and will
not use the Deposit Materials for any purpose other than to assist Beneficiary in
exercising its Permitted Use rights . These restrictions shall not limit or negate the rights,
if any, of the independent contractor with respect to materials that are similar or identical
to the Dcpasit Materials and are lawfully received by the independent contractor from a
source other than Beneficiary (e .g., a maintenance service that receives similar or
identical materials from other beneficiaries or licensees).
d . Items a ., b . and c . above are subject to such additional rights or limitations as may be set
forth in a provision, if any, in the License Agreement which addresses use of the released
Deposit Materials by Beneficiary.
The Permitted Use is a fully paid-up license and may not be revoked, terminated or rejected
without Beneficiary's written consent. This Permitted Use license also includes the right to use
42
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and copy the binary, executable and object code versions of the Software and the maintained,
modified and enhanced versions of Software created from or with the Deposit Materials.
4)
EXHIBITA
COPY OF REQUEST FOR PROPOSAL
EXHIBITB
COPY OF CRW PROPOSAL
45
EXBIBITC
NON-DISCLOSURE AGREEMENT
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THIS NON-DISCLOSURE AGREEMENT, dated October ___, 2004, is between
THE CITY OF ENGLEWOOD, COLORADO, a Colorado municipal corporation ("City'')
and CRW SYSTEMS INC., a California corporation ("CRW").
WITN ESSETB:
WHEREAS, CRW may provide information to City in connection with the business
purposes described in Schedule A, attached hereto, (the "Business Purpose") and CRW desires
City to keep certain of such information confideIJtial; and
WHEREAS, in consideration of the disclosure of such information to City, City is
willing to keep such information confidential in accordance with the terms and conditions set
forth in this Non-Disclosure Agreement;
NOW, THEREFORE, City and CRW hereby agree as follows:
t. Information. As used herein, "Information" shall mean both (i) written
information received by City from CRW which is marked or identified as confidential, and (ii)
oral or visual information identified as confidential at the time of disclosure which is
summarized in writing and provided to City by CRW in such written form promptly after such
oral or visual disclosure.
2. Confidentiality. City may use Information received under this Non-Disclosure
Agreement, and may provide such Information to its employees and contractors for their use,
only in connection with the Business Purpose. City agrees that, subject to the requirements of the
Colorado Open Records Act, CRS Section 24-72-10 I et. seq., for a period of two (2) year from
receipt of Information, City will treat the Information with the same degree of care and
confidentiality which City provides for similar information belonging to City which City does
not wish disclosed to the public, but not less than reasonable care. The foregoing shall not
prevent City from di sclosing Information whi ch is (i) already known by City without an
obligation of confidentiality, (ii) publicly known or becomes publicly known through no
unau thori zed act of City, (iii) rightfully received from a third party without obligation of
confidential ity, (iv) independently developed by City without use of the Information, (v)
disclosed without similar restrictions by CRW to a third party, (vi) approved by CRW for
disclosure, or (vii) required to be disclosed pursuant to a requirement of a governmental agency
or law so long as City provides CRW with timely prior written notice of such requirement.
3. Return of Information. Upon completion of the Business Purpose and upon the
ritten request of CRW, City shal l return all copies of the Information to CRW or certify in
C writing that all copies of the Information have been destroyed. City may return the Information,
or any part thereof, to CRW at any time.
4. Disclaimer of Warnaty and Limitation of Llabillty. CRW makes no
warranty, express or implied, with respect to the Information. Neither party shall be liable to the
other hereunder for amounts representing loss of profits, loss of business, or indirect,
consequential, exemplary, or punitive damages of the other party in connection with the
provision or use ofthe Information hereunder.
5. No Further Rights. Nothing contained in this Non-Disclosure Agreement shall
be construed as granting or confening any rights by license or otheiwise in the Information
except as provided hereunder.
6. No , Commitment. The parties expressly agree that the provision of Information
under this Non-Disclosure Agreement and discussions held in connection with the Business
Purpose shall not prevent City from pursuing similar discussions with third parties or obligate
City to continue discussions with CRW or to take, continue or forego any action relating to the
Business Purpose. Any estimates or forecasts provided by City to CRW shall not constitute
commitments.
7. Media Releues. All media releases and public announcements or disclosures by
CRW relating to this Non-Disclosure Agreement, its subject matter or the Business Purpose shall
be coordinated with and approved by City in writing prior to the release thereof.
8. MlscellaaeouL Any notices required by this Non-Disclosure Agreement shall be
given in hand or sent by first class ~ to the applicable address set forth in Schedule A. The
parties agree that this Non-Disclosure Agreement and any attachments hereto (i) arc the
complete and exclusive statement between the parties with respect to the protection of the
confidentiality of the Information, (ii) supersede all related discussions and other
communications between the parties, (iii) may only be modified in writing by authorized
representatives of the parties, and (iv) SHALL BE GOVERNED BY TIIE LAWS, OTIIER
THAN CHOICE OF LAW RULES, OF TIIE STATE OF COWRADO.
47
Sep 28 04 09:35• CRW ASSOCIATES 18581451-3870
IN WITNESS WHERBOP, City and CR.W have each causccl this Non-Disclolun,
Agreammt to be siped and delmnd by its duly aulbomed officer or 1epc-..rative. all • of
the date first set forth above.
ATl'EST:
City Clerk
aTY OP ENGLEWOOD, COLO.RADO
By.~~~~~~~~~~~~~~-
Title:~~~~~~~~~~~~
CRW SYSTEMS INC. (d.b.a. CRW HIIN:iatll)
p.4
SCHEDULE A
BUSINESS PURPOSE AND NOTICES
Business Purpose: Implementation ofCRW Permit Tracking System.
Addresses for Notices:
City:
City of Englewood
Englewood Civic Center
1000 Englewood Parkway
Englewood, CO 80110
Fax: 303-762-239S
Attn : Don Ingle, Director of IT/Project Manager
with a copy to:
CRW:
OOCS/630761.l
CRW Associates
16980 Via Tazon #320
San Diego, CA 92127
Fax : 8S8-4S1-3870
Attn :Christopher R. Wuerz
49
C
A RESOLtmON REFUNDING PERMJT FEBS, SALES AND USE TADS PAJl>9Y' 1'HI!
CONTRACTOR FOR TIIE HOUSE OF HOPE LOCATED AT 3301 SOUTH GRANT
llllllf. (!l()LO(W)O.
WHEREAS, House ofHope provides beneficial services to the City as a residential resource
center opened by the Western Arapahoe County Homeless Alliance {WACHA) in partnenhip
with Mile High United Way and Family Tree, Inc .; and
WHEREAS, the House of Hope is a 24-bour facility located in Englewood providing
homeless families of Arapahoe County with safe shelter and a broad range of services enabling
them to stabilize their housing situation while learning skills that will 111ist them in becoming
self sufficient; and
WHEREAS, the House of Hope opened January 6, 2001 with the ability to accommodare up to
nineteen women and children; and
WHEREAS, the City currently recognizes the House of Hope by contributing funds in the
form of aid to other agencies; and
WHEREAS, the House of Hope would not have paid sales and use tax if it would have bought
the materials directly with its Non-profit Tax ID; and
WHEREAS, the Contractor for the House of Hope will be returning all funds to die House of
Hope and will not be receiving benefit from this refund;
NOW, THEREFORE, BE IT RESOLVED BY TIIE CITY COUNCIL OF TIIE CITY OF
ENGLEWOOD, COLORADO, THAT :
The City Council of the City of Englewood hereby authorizes the refunding of
permit fees and sales and use taxes paid by die Conlnetor Mile High Windows and Doon, for the
House of Hope located at 3301 South Grant Street, Englewood, Colorado, because Mile High
Windows and Doors will be returning all fees and taxes to die House of Hope .
ADOPTED AND APPROVED thi s 4th day of October, 2004.
ATTEST : Douglas Garrett, Mayor
Lo ucri shi a . Elli s, Ciry Clerk
I, Loucrishia A. Ellis, City Clerk for the City ofEoalewood, Colondo, berd,y certify the
above is a true copy ofResolution No . __ , Series of2004.
Loucrishia A. Ellis, City Cierlt
SERIES OF 2004
A lUilllD[{ftION DBCLARIN01111! lNTENT OF nl8 QTY OP IDIClta'WOOD,
COLORADO TO SIGN TIIE METRO MAYORS' CAUCUS 2004 REGIONAL
ANDINOOMWA'l'llt
WHEREAS, the City of Englewood, Colorado (the "City"), is a home rule city; and
WHEREAS, Colorado is a semi-arid climate where water is a finite and valuable resource; and
WHEREAS, the Denver metropolitan area is Colorado's population center and economic
engme" and thus must reduce its potential vulnerability to drought through conservation and
water supply projects; and
WHEREAS, elected officials in the Denver metropolitan area want to build on the spirit of
consensus, cooperation and essential pragmatism about Colorado's water supply; and
WHEREAS, local governments in the Denver metropolitan area in drafting the Metro Mayors'
Caucus 2004 Regional Memorandum of Understanding on Water have voluntarily and
collaboratively set resources within their individual and overlapping jurisdictions and the region
as a whole.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD, COLORADO, lllAT:
Section 1. The City Council of the City of Englewood beRby autboriu:s the Mayor of the
City of Englewood, Colorado to sign the Metro Mayon' Caucus 2004 Regiooal Memorandum of
Understanding on Water. A copy of said Water Ccqmittee Memorandum ofUnclentanding is
attached hereto as "Exhibit l" and incorporated herein by reference.
ADOPTED AND APPROVED this 4th day of October, 2004.
ATTEST: Douglas Garrett, Mayor
Loucrishia A. Ellis, City Clerk.
I, Loucrishia A. Ellis, City Clerk for the City of Englewood, Colorado, hereby certify the
above is a true copy of Resolution No.__, Series of 2004.
Loucrisbia A. Ellis, City Clerk
THIS MEMORANDUM OF UNDERSTANDING is made and entered into this
day of __ 2004, by and among the local governments in the Denver, Colorado
metropolitan area, bodies politic organized under and existing by virtue ofthe laws ofthe
State ofColorado.
Whereas, Colorado is a semi-arid climate where water is a finite and valuable resource;
and
Whereas, water has important environmental, economic, political and social impacts; and
Whereas, historically, Colorado's precipitation patterns have included inevitable and
cyclical periods of drought; and
Whereas, Colorado's natural environment and recreational opportunities, a primary draw
for visitors, new residents and relocating businesses, require a reasonable degree of
minimum stream flows; and
Whereas, the Denver metropolitan area is Colorado's population center and economic
engine" and thus must reduce its potential vulnerability to drought through conservation
and water supply projects; and
Whereas, elected officials in the Denver metropolitan area want to build on the spirit of
consensus, cooperation and essential pragmatism about Colorado's water supply; and,
Whereas, the Denver metropolitan area is projected to add an additional 1 million
residents between 2000 and 202S, primarily through births by existing residents and in-
migrants I; and
Whereas, regional and local differences .exist in water quality, quantity, and usage and
each local government or water provider must tailor its water efficiency program to reach
conservation goals; and
Whereas, many local governments in the Denver metropolitan area have developed
extensive water wise management systems and practices; and
Whereas, local governments in the Denver metropolitan area have voluntarily and
collaboratively set forth the principles defined herein that illustrate their commitment to
wise management and stewardship of vital water resources within their individual and
overlapping jurisdictions and the regio!l as a whole.
NOW THEREFORE, the undersigned cities and towns (hereinafter refen-ed to as
we) agree as follows:
1. Intent of Agree•enL This agreement is intended to set forth principles that illustrate
our commitment to wise management and stewudship of vital water resources and
actions that we individually or collectively might take to carry out that stewardship.
Nothing in this agreement shall confer rights on third parties or create obligations in
favor of third parties.
1 United States Census Bureau and Denver Regional Council ofGovemmen11 202S populaliaa ea1iDmla
I::
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2. Best Management Practices. Thoughtful modification of direct and indirect resource
management practices can improve efficiency and reduce demand. Many
communities have already adopted best management practices, some have not and
some that have been adopted could be improved. Towards that end, we will use our
best efforts to continue to identify and adopt. or urge the water utilities that serve us
to adopt, best management practices that achieve efficient water w;e through
conservation, reuse, and/or new technologies .
3. New Technologies. New technologies that have the potential to reduce demand for
both potable and non-potable water are being developed every day. We will continue
to strive to implement new technologies whose benefits are demonstrable and cost
effective.
4. Coordination. We acknowledge that as members of a region and of the State of
Colorado, we share a common challenge in providing a safe, stable supply of
affordable water to our customers, both present and prospective . We will use our best
efforts to find areas of cooperation between water systems at the regional and
subregional levels that will result in more efficient use of our water resources.
5. Education. The consumer benefits from knowing how the public sector is working to
reduce consumption, increase efficiency and provide stable future water supplies.
Further, an educated consumer can make informed decisions about his or her own
consumption. We will continue to work together to coordinate public education in the
Denver metropolitan area to convey the importance of water and to increase
awareness of the need to conserve, manage and plan for current and future water
needs.
6. Protect Providers. As consumers reduce consumption, this may have the unintended
consequence of jeopardizing the current and future financial viability of water
providers. We will continue to evaluate our fee structures to look for ways to deter
wasteful use of water while still protecting the public's investment in water supplies
and infrastructure .
7. Address Impacts. Reducing consumption is only a partial answer to providing for the
future needs of the growing Denver metropolitan area In future water supply
projects , we will encourage jurisdictions to work together to meet the needs of a
growing population and to address the economic and environmental impacts of water
supply development projects and transfers of water from its historic place and type of
use . When a water supply development project involves the transfer of agricultural
water outside of a local government's planning area, water suppliers are encouraged
to use leases or interruptible water supply contracts . Water suppliers should work
with local governments representing affected communities and provide them
opportunities to assist in identifying project impacts and possible offsetting measures .
8. Lead by Example. We understand that individuals look to their community leaders to
set an example for the public and that actions speak louder than words . We will
continue to consider and encourage water conservation principles in our planning.
construction, maintenance and redevelopment of public spaces.
9. Colllllllt to Fun,n SIIWtlrtbl,Jp. Though upon signing we have been experiencing
long-term drought, we recognize that the cummt drought will come to an end.
However, Colorado will continue to be a semi-arid climate and demands on om water
supplies will grow with our state's population, making om commitment to the wise
stewardship of water just as important in times of abundance.
10. Ex«utioll ill Collllta'JHU't& This agreement may be executed in counterparts, each
of which shall be effective and which together shall constitute one and the same
instrument.
PASSED ON October · 4, 2004.
ATIEST:
Mayor, Douglas Garrett
Loucrishia A. Ellis, City Clerk
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1.
2.
3 .
4.
AGENDA FOR THE
REGULAR MEETING OF
THE ENGLEWOOD CITY COUNCIL
MONDAY, OCTOBER 4, 2004
7:30 P.M.
Englewood Civic Center -C&uncil Chambers
1000 Englewood Parkway
Englewood, CO 80110
Call to order.?•·~~
Invocation.~
Pledge of Allegiance .~
Roll Call . {i/J 1
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7. Recognition of Unscheduled Public Comment. (Please limit your presentation to five minutes. Time
for unscheduled public comment may be limited to 45 minutes and if limited shall be continued to
General Discussio ·
8. Communications, Proclamations, and Appointments.
you have a disability and need auxtbry mis or services, please notify the City of Englewood
303-7 62 -2405) at least 48 hours in advance of when services are needed. Thri
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Englewood Ci ty Council Agenda
October 4, 2004
Page 2
A letter from Deborah Howard indicating her resignation ~om the Englewood Keep
1.J Englewood Beautiful Commission . ~
OftJ'f;._.() p,odamatioo deda,;og the w~4a<;;;_;;;;;
9. Consent Agenda Items.
a.
b .
c .
App~f Ordinances on First Reading .
Appffof Ordinances on Second Reading.
Resolutions and Motions.
r
10. Public Hearing Items. (No Public Hearing Scheduled .)
g-
11 . Ordinances, Resolutions and Motions.
a. Approval of Ordinances on First Reading.
rr,l?{)
ii.
c . Resolutions and Motions.
1:<I i. Recommendation from the Department of Finance and Administrative Services to
L) O O adopt a resolution approving the Transfer of Funds from the Risk Management Fund :
rr--to the Employee Benefits Fund . STAFF SOUR E: Frank Gryglewlcz, Director of
Li;;J, finance and Administrative Services.
1u7-
ii . Recommendation from the Department of Info alion Technology to approve by
n 6'I motion the execution of an integrated procurement and support agreement with
f'V ~ssociates of San Diego for the purchase and implementation of a new Permit
Tra cking sys tem . STAFFJP':JR5~= ,.pon ~ Department of Information
s~TechnologyDirector. ~
Please note : If you have a disability and need auxiliary aids or services. pleue notify lhe City of Englewood
3 03 ·7 62 ·2405) at least 48 hours in advance of when services are needed. Thri ou.
Englewood City Council Agenda
October 4, 2004
Page 3
12 . General Discussion . . / .A
a Mayor's Choice. /~ ~'}-{)
Co"odl Membec, Choke. "'fr , -L • J?t,u" A _
i. Resolution regarding House of Hope . .,.... (J¥; ~
0. £-~ Ji}~lution declaring the intent of the City of Englewood to sign. ~thJl:.~;;.;."""""=:::::::;::-,....
J,DI}~ ,(/ cus 2004 Regional Memorandum of Understanding on W:.1
13. City Manager's Report.
14. City Attorney's Report.
15. Adjournment 'i{'.'O ;J... ~
The following minutes were transmitted to City Council between September 17 and September 30, 2004.
Englewood Public Library Board meeting of August 10, 2004.
Keep Englewood Beautiful Commission meeting of August 10, 2004.
Planning & Zoning Commission meeting of August 1.,., 2004.
Please note: If you ha e a disability and need auxiliary aids or lel'Yices, p1eBe notify the Clly of Enalewood
303-762 -2405) •t least 48 houn in advance of when lel'Yices -needed. Thaik
1.
2 .
3.
4.
t/f)
Call to order~
Invocation _J.i~Ba:~-'=lf.t-'::-
Pledge of Allegiance .L:::.~..L.a~
Roll call
Members:
c'"-·
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M~~
1()/4/IJI/
7 present absent ---
5 . CC~inutes
moved
COUNCIL • MNling working ,_
ll ... ---_,....._.._ _____________ ........,.._ __ ___,
cgJ:J_?~-_--~
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