MINUTES Englewood Downtown Development Authority Board Board of Directors Meeting Wednesday, June 23, 2021

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333 W. Hampden Ave Englewood, CO 80110

AGENDA

Englewood Downtown Development Authority Board Meeting Wednesday, July 28, 2021 ♦ 4:30 PM

1. Call to Order 2. Roll Call

3. Consideration of Minutes of Previous Session

a. Minutes of the Regular Board Meeting of June 23

Englewood Downtown Development Authority - 23 Jun 2021 - Minutes - Pdf

4. Old Business

a. City Council July 19 meeting: Intergovernmental Agreement, 2021 Budget, Debt Authorization

b. City Council August 16 meeting: Plan of Development/TIF activation 5. New Business

a. EDDA Contracts

1. The Board will consider Resolution 7, Series 2021: A Resolution Of The Englewood Downtown Development Authority Approving a Professional Services Agreement with Portell Works, LLC, For Executive Director, Administrative, and Marketing Services

2. The Board will consider Resolution 8, Series 2021: A Resolution Of The Englewood Downtown Development Authority Engaging Hoffman, Parker, Wilson & Carberry, P.C., As Legal Counsel

3. The Board will consider Resolution 9, Series 2021: A Resolution Of The Englewood Downtown Development Authority Approving a Professional Services Agreement with Community Resource Services of Colorado, LLC, For Election Services

4. The Board will consider Resolution 10, Series 2021: A Resolution Of The Englewood Downtown Development Authority Approving a Services Agreement With Front Range Services, Inc.

Resolution 7 Series 2021 Portell Works Contractual Services Resolution 8 Series 2021 Engagement of Legal Services

Resolution 9 Series 2021 CRS Professional Services Agreement

Resolution 10 Series 2021 Front Range Services Professional Services Agreement b. Fall Election

1) Election administration, schedule 2) Fair campaign practices

3) Public Information

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Englewood Englewood Downtown Development Authority Board Agenda July 28, 2021

1. Discussion: Criteria to guide public investment

2. August Board Meeting (South Broadway Subarea), September Board Meeting (Wellness District)

3. November Half-day Work Session - Recommendation: Wednesday, November 10 or 17

d. Land Use & Urban Design

1) CityCenter planning and zoning update e. Public Spaces, Enhancements & Placemaking

1. Update: US-285 & S Broadway Project

2. Update: South Broadway crosswalk/paseo project EDDA CDOT Proposal

f. Marketing & Programming 1. Event Sponsorships 2. Light Pole Banners g. Economy, Jobs & Homes

1. Greater Englewood Chamber of Commerce Forum on Homelessness https://www.youtube.com/watch?v=iSmQF2kmncI&t=27s

h. Mobility, Parking & Transportation 6. Director's Choice

a. Combined November/December Board Meeting

Recommendation: Wednesday, December 8, 2021, at 4:30 pm 7. Board Member's Choice

8. Recognition of Public Comment 9. Adjournment

There will be an optional tour of the Chase Bank rooftop deck following the meeting.

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MINUTES

Englewood Downtown Development Authority Board Board of Directors Meeting

Wednesday, June 23, 2021

Members Present: Amy Gallegos Blake Calvert Diane Reinhard Erika Zierke Othoniel Sierra Members Absent: Brad Nixon

Hugo Weinberger Staff Present: Meryl Icove, Secretary

Hilarie Portell, Acting Executive Director

Hilary Graham, DDA Legal Counsel, Hoffman, Parker, Wilson & Carberry, P.C.

City Representatives &

Consultants:

Dan Poremba, Chief Redevelopment Officer Brad Power, Director of Community Development John Voboril, Senior Planner

Mark Tompkins, Public Finance Consultant, Strae Advisory Services

Guests:

1. Call to Order

The Regular Meeting of the Englewood Downtown Development Authority Board was called to order by Erika Zierke, Chair, at 3:37 pm.

2. Roll Call

3. CORE Consultants Introduction

4. Consideration of Minutes of Previous Session

a. Minutes of the Regular Board Meeting of May 26, 2021 Moved by Member Blake Calvert

Seconded by Member Amy Gallegos

APPROVAL OF THE MINUTES OF THE REGULAR EDDA BOARD MEETING OF MAY 26

For Against Abstained

Amy Gallegos (Seconded By) x

Draft

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Englewood Downtown Development Authority Board June 23, 2021

Diane Reinhard x

Erika Zierke x

Othoniel Sierra x

5 0 0

Motion CARRIED.

5. Old Business

a. Downtown Plan of Development 1. Approval of Resolution Moved by Member Blake Calvert Seconded by Member Amy Gallegos

RESOLUTION NO. 6, SERIES OF 2021

A RESOLUTION OF THE ENGLEWOOD DOWNTOWN DEVELOPMENT AUTHORITY RECOMMENDING APPROVAL OF A PROPOSED PLAN OF DEVELOPMENT TO THE CITY OF ENGLEWOOD

Amy Gallegos (Seconded By) x Blake Calvert (Moved By) x

Diane Reinhard x

Erika Zierke x

Othoniel Sierra x

5 0 0

Motion CARRIED.

6. New Business

a. Ballot Measure regarding Debt Authorization Moved by Member Amy Gallegos

Seconded by Member Erika Zierke

RECOMMENDATION THAT THE CITY COUNCIL AUTHORIZE A BALLOT MEASURE REGARDING DEBT AUTHORIZATION IN THE AMOUNT OF $90 MILLION FOR THE NOVEMBER 2, 2021 ELECTION

Amy Gallegos (Moved By) x

Blake Calvert x

Diane Reinhard x

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Englewood Downtown Development Authority Board June 23, 2021

Othoniel Sierra x

1 4 0

Motion DEFEATED.

Moved by Member Othoniel Sierra Seconded by Member Diane Reinhard

RECOMMENDATION THAT THE CITY COUNCIL AUTHORIZE A BALLOT MEASURE REGARDING DEBT AUTHORIZATION IN THE AMOUNT OF $70 MILLION FOR THE NOVEMBER 2, 2021 ELECTION

Amy Gallegos x

Blake Calvert x

Diane Reinhard (Seconded By) x

Erika Zierke x

Othoniel Sierra (Moved By) x

5 0 0

Motion CARRIED.

b. Economic Development

1. Greater Englewood Chamber of Commerce Forum on Homelessness ("Thought CO-OP: Homelessness Resources")

Thursday, June 24, 2021, 8:00-9:00 am The Sacred Grace

3220 S. Acoma St. Englewood, CO 80110

http://https//www.myenglewoodchamber.com/event/thought-co-op- homelessness-resources/

c. Marketing Update

d. Placemaking & Public Spaces

1. Colorado Department of Transportation Grant 2. Third Quarter 2021 Downtown Cleanup e. Land Use & Urban Design

1. CityCenter Planning & Rezoning 7. Board Member's Choice

a. EDDA Contracts

b. Change of meeting time for EDDA Regular Board Meetings Moved by Member Erika Zierke

Seconded by Member Diane Reinhard

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Englewood Downtown Development Authority Board June 23, 2021 DESIGNATION OF 4:30 PM ON THE FOURTH WEDNESDAY OF EACH

MONTH, RATHER THAN 3:30 PM, AS THE REGULAR MEETING TIME FOR THE ENGLEWOOD DOWNTOWN DEVELOPMENT AUTHORITY BOARD

Amy Gallegos x

Blake Calvert x

Diane Reinhard (Seconded By) x Erika Zierke (Moved By) x

Othoniel Sierra x

5 0 0

Motion CARRIED.

8. Recognition of Public Comment (presentation limited to 3 minutes)

No members of the public participated in this meeting.

9. Adjournment

The meeting was adjourned at 5:36 p.m. by the Chairperson.

Meryl Icove, Secretary

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RESOLUTION NO. 7 SERIES OF 2021

A RESOLUTION OF THE ENGLEWOOD DOWNTOWN DEVELOPMENT AUTHORITY APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH PORTELL WORKS, LLC, FOR EXECUTIVE DIRECTOR, ADMINISTRATIVE AND MARKETING SERVICES

WHEREAS, pursuant to C.R.S. § 31-25-815 the Authority shall employ a director who shall be chief executive officer of the Authority with general supervision over and responsibility for the preparation of plans and the performance of the functions of the Authority;

WHEREAS, on April 28, 2021, at its first meeting, the Authority appointed Hilarie Portell of Portell Works, LLC, as interim director of the Authority; and

WHEREAS, for efficiency and continuity, the Authority desires to continue its work with Ms. Portell and Portell Works, LLC.

BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF ENGLEWOOD DOWNTOWN DEVELOPMENT AUTHORITY AS FOLLOWS:

Section 1. Optimal Source Justification. In selecting Portell Works, LLC, for executive director, administrative and marketing services, the Authority has not issued a request for proposal or otherwise engaged in competitive bidding; however, as permitted by the City of Englewood procurement policy, the Authority finds and determines Portell Works is the optimal source for executive director, administrative and marketing services at this time given its prior reliable services and given its familiarity with the Authority, the Authority's goals, and is knowledge of the City of Englewood's operating structure.

Section 2. The professional services agreement with Portell Works, LLC, is approved in substantially the form attached hereto as Exhibit A, and the Chair is authorized to execute the same on behalf of the Authority.

ADOPTED AND APPROVED this 28 day of July, 2021.

______________________________

Erika Zierke, Chair ATTEST:

__________________________________

I, Meryl Icove, secretary for the City of Englewood Downtown Development Authority hereby certify the above is a true copy of Resolution No. 7, Series of 2021.

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EXHIBIT A

Agreement For Professional Services (Hourly)

This Agreement for Professional Services (the "Agreement") is made and entered into this 28 day of July, 2021 (the "Effective Date"), by and between the Englewood Downtown Development Authority, a downtown development authority duly organized and existing under Part 8 of Article 25, Title 31, C.R.S., with an address of 1000 Englewood Parkway, Englewood, Colorado 80110 (the "EDDA"), and Portell Works, LLC, an independent contractor with a principal place of business at 1124 South Milwaukee Street, Denver, Colorado 80210 ("Consultant") (each a "Party" and collectively the "Parties").

Whereas, the EDDA requires professional services; and

Whereas, Consultant has held itself out to the EDDA as having the requisite expertise and experience to perform the required professional services.

Now, therefore, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

I. Scope of Services

A. Consultant shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference.

B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. If Consultant proceeds without such written authorization, Consultant shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the EDDA is authorized to modify any term of this Agreement, either directly or implied by a course of action.

II. Term, Termination

A. This Agreement shall commence on the Effective Date and shall terminate on December 31, 2021, unless extended by written agreement of the Parties or sooner terminated as provided herein.

B. Either Party may terminate this Agreement upon 30 days advance written notice.

The EDDA shall pay Consultant for all work previously authorized and completed prior to the date of termination. If, however, Consultant has substantially or materially breached this Agreement, the EDDA shall have any remedy or right of set-off available at law and equity.

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III. Compensation

In consideration for the work performed by Consultant under the Scope of Services, the EDDA shall pay Consultant as set forth in Exhibit B, attached hereto and incorporated herein by this reference.

IV. Professional Responsibility

A. Consultant hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Consultant shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community.

B. The EDDA's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

C. Because the EDDA has hired Consultant for its professional expertise, Consultant agrees not to employ subcontractors to perform any work except as expressly set forth in the Scope of Services or Exhibit B of this Agreement.

D. Consultant shall at all times comply with all applicable law, including without limitation all current and future federal, state and local statutes, regulations, ordinances and rules relating to: the emission, discharge, release or threatened release of a Hazardous Material into the air, surface water, groundwater or land; the manufacturing, processing, use, generation, treatment, storage, disposal, transportation, handling, removal, remediation or investigation of a Hazardous Material; and the protection of human health, safety or the indoor or outdoor environmental, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq. ("CERCLA"); the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. ("RCRA"); the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; the Clean Water Act, 33 U.S.C. § 1251, et seq.; the Clean Air Act; the Federal Water Pollution Control Act; the Occupational Safety and Health Act; all applicable environmental statutes of the State of Colorado;

and all other federal, state or local statutes, laws, ordinances, resolutions, codes, rules, regulations, orders or decrees regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect.

V. Ownership

Any materials, items, and work specified in the Scope of Services, and any and all related documentation and materials provided or developed by Consultant shall be exclusively owned by the EDDA. Consultant expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire." To the extent, if at all, that it does not

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such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Consultant;

provided that Consultant shall have no liability for any work that has been modified by the EDDA.

VI. Independent Contractor

Consultant is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Consultant to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Consultant for all purposes.

Consultant shall make no representation that it is an EDDA employee for any purposes.

VII. Insurance

A. Consultant agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Consultant pursuant to this Agreement. At a minimum, Consultant shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the EDDA.

1. Worker's Compensation insurance as required by law.

2. Automobile liability insurance as required by law.

3. Professional liability insurance with minimum limits of $1,000,000 each claim and

$2,000,000 general aggregate.

C. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the EDDA. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the EDDA, its officers, its employees, or its contractors shall be excess and not contributory insurance to that provided by Consultant.

Consultant shall be solely responsible for any deductible losses under any policy.

D. Consultant shall provide to the EDDA a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement.

VIII. Indemnification

A. Consultant agrees to indemnify and hold harmless the EDDA and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the omission, error, professional error, mistake, negligence, or other fault of Consultant, any subcontractor of Consultant, or any officer, employee, representative, or agent of

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or of any employee of any subcontractor of Consultant; provided that Consultant's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Consultant, any subcontractor of Consultant, or any officer, employee, representative, or agent of Consultant or of any subcontractor of Consultant.

B. If Consultant is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Consultant's obligation to indemnify and hold harmless the EDDA may be determined only after Consultant's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 13-50.5-102(8)(c).

IX. Workers Without Authorization

A. Certification. By entering into this Agreement, Consultant hereby certifies that, at the time of this certification, it does not knowingly employ or contract with a worker without authorization who will perform work under this Agreement and that Consultant will participate in either the E-Verify Program administered by the U.S. Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to perform work under this Agreement.

B. Prohibited Acts. Consultant shall not knowingly employ or contract with a worker without authorization to perform work under this Agreement, or enter into a contract with a subcontractor that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with a worker without authorization to perform work under this Agreement.

C. Verification.

1. If Consultant has employees, Consultant has confirmed the employment eligibility of all employees who are newly hired to perform work under this Agreement through participation in either the E-Verify Program or the Department Program.

2. Consultant shall not use the E-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed.

3. If Consultant obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with a worker without authorization who is performing work under this Agreement, Consultant shall: notify the subcontractor and the EDDA within 3 days that Consultant has actual knowledge that the subcontractor is employing or contracting with a worker without authorization who is performing work under this Agreement; and terminate the subcontract with the subcontractor if within 3 days of receiving the notice required pursuant to subsection 1 hereof, the subcontractor does not stop employing or contracting with the worker without authorization who is performing work under this Agreement; except that Consultant shall not terminate the

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the subcontractor has not knowingly employed or contracted with a worker without authorization who is performing work under this Agreement.

D. Duty to Comply with Investigations. Consultant shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S. § 8-17.5-102(5)(a) to ensure that Consultant is complying with the terms of this Agreement.

E. Affidavits. If Consultant does not have employees, Consultant shall sign the "No Employee Affidavit" attached hereto. If Consultant wishes to verify the lawful presence of newly hired employees who perform work under the Agreement via the Department Program, Consultant shall sign the "Department Program Affidavit" attached hereto.

X. Miscellaneous

A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Arapahoe County, Colorado.

B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the EDDA shall not constitute a waiver of any of the other terms or obligation of this Agreement.

C. Integration. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications.

D. Third Parties. There are no intended third-party beneficiaries to this Agreement.

E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre-paid, first class U.S. Mail to the Party at the address set forth on the first page of this Agreement.

F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect.

G. Modification. This Agreement may only be modified upon written agreement of the Parties.

H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other.

I. Governmental Immunity. The EDDA and its officers, attorneys and 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 amended, or otherwise available to the EDDA and its officers, attorneys or employees.

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J. Rights and Remedies. The rights and remedies of the EDDA under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the EDDA's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed.

K. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the EDDA not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year.

L. Force Majeure. No Party shall be in breach of this Agreement if such Party's failure to perform any of the duties under this Agreement is due to Force Majeure, which shall be defined as the inability to undertake or perform any of the duties under this Agreement due to acts of God, floods, fires, sabotage, terrorist attack, strikes, riots, war, labor disputes, forces of nature, the authority and orders of government or pandemics.

In Witness Whereof, the Parties have executed this Agreement as of the Effective Date.

Englewood Downtown Development Authority ______________________________

ATTEST: Erika Zierke, Chair

__________________________________

Consultant

By: ________________________________

State of Colorado )

) ss.

County of )

The foregoing instrument was subscribed, sworn to and acknowledged before me this ___

day of __________________, 2021, by __________________________ as _________________

of _______________________.

My commission expires:

(Seal) ________________________________

Notary Public

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No Employee Affidavit

[To be completed only if Consultant has no employees]

1. Check and complete one:

I, _______________________________, am a sole proprietor doing business as __________________________. I do not currently employ any individuals. Should I employ any employees during the term of my Agreement with the Englewood Downtown Development Authority (the "EDDA"), I certify that I will comply with the lawful presence verification requirements outlined in that Agreement.

Or

I, ______________________________, am the sole owner/member/shareholder of ___________________________, a ______________________________ [specify type of entity – i.e., corporation, limited liability company], that does not currently employ any individuals.

Should I employ any individuals during the term of my Agreement with the EDDA, I certify that I will comply with the lawful presence verification requirements outlined in that Agreement.

2. Check one.

I am a United States citizen or legal permanent resident.

The EDDA must verify this statement by reviewing one of the following items:

 A valid Colorado driver's license or a Colorado identification card;

 A United States military card or a military dependent's identification card;

 A United States Coast Guard Merchant Mariner card;

 A Native American tribal document;

 In the case of a resident of another state, the driver’s license or state-issued identification card from the state of residence, if that state requires the applicant to prove lawful presence prior to the issuance of the identification card; or

 Any other documents or combination of documents listed in the EDDA’s

“Acceptable Documents for Lawful Presence Verification” chart that prove both Consultant’s citizenship/lawful presence and identity.

Or

I am otherwise lawfully present in the United States pursuant to federal law.

Consultant must verify this statement through the federal Systematic Alien Verification of Entitlement ("SAVE”) program, and provide such verification to the EDDA.

____________________________________ ___________________________

Signature Date

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Department Program Affidavit

[To be completed only if Consultant participates in the Department of Labor Lawful Presence Verification Program]

I, ________________________, as a public contractor under contract with the Englewood Downtown Development Authority (the "EDDA"), hereby affirm that:

1. I have examined or will examine the legal work status of all employees who are newly hired for employment to perform work under this public contract for services ("Agreement") with the EDDA within 20 days after such hiring date;

2. I have retained or will retain file copies of all documents required by 8 U.S.C. § 1324a, which verify the employment eligibility and identity of newly hired employees who perform work under this Agreement; and

3. I have not and will not alter or falsify the identification documents for my newly hired employees who perform work under this Agreement.

____________________________________ ________________________

Signature Date

State of Colorado )

) ss.

County of )

day of __________, 2021, by _______________________ as _________________ of ________________________.

(Seal) ________________________________

Notary Public

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Exhibit A Scope of Services Consultant's Duties

During the term of this Agreement, Consultant shall perform the following duties, as directed by the EDDA:

• Provide management services for the Englewood Downtown Development Authority

• Create and administer the EDDA’s annual Operational Plan and budget, as well as programs, projects and services set forth in the 2021 Operational Plan and budget.

• Work with the EDDA board of directors, create monthly meeting agendas and materials, provide staff support at meetings.

• Manage administrative and marketing subcontractors to complete work set forth in the 2021 Operational Plan and budget.

• Manage maintenance and election contractors to complete work set forth in the 2021 Operational Plan.

• Ensure that the Englewood DDA is compliant with applicable city and state statutory regulations and procedures.

• Work with City of Englewood staff to coordinate activities as set forth in the 2021 Intergovernmental Agreement between the EDDA and the City of Englewood.

Consultant's Deliverables

In performance of the duties described above, Consultant shall deliver the following items to the EDDA, during the timeframes established by the EDDA:

• Meeting materials and minutes of the EDDA Board of Directors

• EDDA website, Facebook and Instagram pages, monthly e-newsletters, summer and fall print newsletters, any media coverage, event sponsor banner, light pole banners.

• Informational materials regarding the Downtown ballot measure

• Updates on the crosswalk/paseo enhancement project on South Broadway

• Coordination of one quarterly clean-up on South Broadway and Old Hampden through a general services contractor

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• City council presentation on the Englewood Downtown Plan of Development and TIF activation

• Operational loan agreement with the City of Englewood

• Preliminary 2022 Operational Plan and Budget

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Exhibit B Compensation

Consultant shall be paid on an hourly basis for the time spent performing the work described in the Scope of Services. Consultant shall provide itemized invoices detailing the work performed, and shall bill in increments of not less than 15 minutes. Such invoices shall be submitted to the EDDA on a monthly basis.

The hourly rates for Consultant's subcontractors are as follows:

Hilarie Portell: $75/hour Meryl Icove: $30/hour Laura Manthey: $100/hour Lisa McMath: $90/hour Jessica Finver: $75/hour

In addition, Consultant shall submit for reimbursement by the EDDA of direct costs without markup for office supplies, meeting expenses and miscellaneous small purchases needed to support the operations of the EDDA.

The total annual compensation under this Agreement, including reimbursable costs, shall not exceed the amount included in the EDDA's 2021 budget for such services during the term of this contract, currently $49,550.

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A RESOLUTION OF THE ENGLEWOOD DOWNTOWN DEVELOPMENT AUTHORITY ENGAGING HOFFMANN, PARKER, WILSON & CARBERRY, P.C., AS LEGAL COUNSEL

Section 1. Optimal Source Justification. In selecting Hoffmann, Parker, Wilson & Carberry, P.C. ("HPWC"), as legal counsel, the Authority has not issued a request for proposal or otherwise engaged in competitive bidding; however, as permitted by the City of Englewood procurement policy, the Authority finds and determines HPWC is the optimal source for legal services at this time given its prior reliability in providing legal services and given its current understanding of the EDDA and the City of Englewood.

Section 2. Hoffmann, Parker, Wilson & Carberry, P.C., is retained a legal counsel according to the terms outlined in the engagement letter attached hereto and incorporated herein as Exhibit A, and the Chair is authorized to execute the same on behalf of the Authority.

______________________________

__________________________________

______________________________

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Corey Y. Hoffmann Kendra L. Carberry Jefferson H. Parker M. Patrick Wilson Of Counsel J. Matthew Mire Hilary M. Graham Kathryn M. Sellars

Denver Office 511 16^th Street, Suite 610 Denver, CO 80202-4260

(303) 825-6444 Vail Office P.O. Box 2616 Vail, CO 81658

(970) 390-4941

Daniel P. Harvey Ruthanne H. Goff Evin B. King Katharine J. Vera Elizabeth G. LeBuhn

July 12, 2021

Board of Directors

Englewood Downtown Development Authority 1000 Englewood Parkway

Englewood, Colorado 80110

Re: Englewood DDA – Engagement as Legal Counsel Dear Board of Directors:

The purpose of this letter is to convert our existing engagement for the Englewood Downtown Development Authority (the "EDDA") by and through Portell Works, LLC, to a direct agreement with the EDDA. Our initial engagement for legal work to establish the EDDA and make it operational was designed to be a short-term arrangement so that the Board of Directors, when in place and functioning, could make its own decision about legal representation.

Now that the Board is operating, we would be happy to continue advising the EDDA and providing general legal counsel as needed. Hilary Graham and I would continue to be the primary contacts, and we will continue to coordinate and oversee the services our firm performs at EDDA’s direction.

The ethics of our profession mandate that upon commencement of representation of a client on a legal matter, clients understand and agree with the financial commitments involved. We calculate fees based on hourly rates for the time spent by the respective attorneys involved. This firm's hourly rate for such services is $250 for attorney work and $105 for paralegal work. In addition, we will bill the following out-of-pocket expenses (to the extent they are incurred:

messenger services for delivering or picking up documents, computer assisted research, photocopy work, and postage). We will bill these disbursements monthly.

Attached is an addendum, incorporated herein by this reference, pertaining to the state statutory prohibition against employing workers without authorization.

EXHIBIT A

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July 12, 2021 Page 2

If anything I have stated in this letter presents a problem or is unclear, please advise me promptly so that we may discuss it and reach a full understanding. Otherwise, if the Englewood DDA desires to enter into this contractual arrangement, please execute a copy of this engagement agreement and return it to me at your convenience.

We look forward to continuing our work with the EDDA.

Very truly yours,

Corey Y. Hoffmann

cyhoffmann@hpwclaw.com

ACCEPTED AND AGREED TO THIS DAY OF , 2021.

Erika Zierke, Chair

c: Hilary M. Graham, Esq.

28 July

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ADDENDUM TO ENGAGEMENT LETTER

Pursuant to Section 8-17.5-101, C.R.S., et seq., Hoffmann, Parker, Wilson & Carberry, P.C. (the "Firm") represents and agrees that:

1. As of the date of this Agreement:

a. The Firm does not knowingly employ or contract with a worker without authorization; and

b. The Firm is enrolled in the basic pilot employment verification program [now known as E-Verify] created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "Basic Pilot Program") in order to verify that the firm does not employ any workers without authorization.

2. The Firm shall not knowingly employ or contract with a worker without authorization to perform works under this Agreement or enter into a contract with a subcontractor that fails to certify to the Firm that the subcontractor shall not knowingly employ or contract with a worker without authorization to perform work under this Agreement.

3. The Firm is prohibited from using Basic Pilot Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed.

4. If the Firm obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with a worker without authorization, the Firm shall:

a. Notify such subcontractor and the Englewood DDA within three (3) days that the Firm has actual knowledge that the subcontractor is employing or contracting with a worker without authorization; and

b. Terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that the Firm shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with a worker without authorization.

5. The Firm shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the

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Department undertakes or is undertaking pursuant to the authority established in Subsection 8- 17.5-102 (5), C.R.S.

6. If the Firm violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17 .5-102, C.R.S. the Englewood DDA may terminate this Agreement.

If this Agreement is so terminated, the Firm shall be liable for actual and consequential damages to the Englewood DDA arising out of the Firm's violation of Subsection 8-17.5-102, C.R.S.

7. The Englewood DDA will notify the Office of the Secretary of State if the Firm violates this provision of this Agreement and the Englewood DDA terminates the Agreement for such breach.

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A RESOLUTION OF THE ENGLEWOOD DOWNTOWN DEVELOPMENT AUTHORITY APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH COMMUNITY RESOURCE SERVICES OF COLORADO, LLC, FOR ELECTION SERVICES

WHEREAS, the Englewood City Council has set a ballot issue for decision by the Authority's qualified electors at a November 2, 2021, election; and

WHEREAS, the Authority requires specialized election services to ensure compliance with election requirements.

Section 1. Optimal Source Justification. In selecting Community Resource Services of Colorado, LLC ("CRS"), for election administration services, the Authority has not issued a request for proposal or otherwise engaged in competitive bidding. However, three bids were solicited by the City during the interim period before the board was in place, and CRS was selected based on their expertise in local election administration, competitive bid, insurance coverage and availability. As permitted by the City of Englewood procurement policy, the Authority finds and determines CRS is the optimal source for election administration services at this time for these reasons.

Section 2. The professional services agreement with Community Resource Services of Colorado, LLC, for election services is approved in substantially the form attached hereto as Exhibit A, and the Chair is authorized to execute the same on behalf of the Authority.

______________________________

__________________________________

______________________________

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EXHIBIT A

Agreement For Professional Services (Hourly)

This Agreement for Professional Services (the "Agreement") is made and entered into this 28 day of July, 2021 (the "Effective Date"), by and between the Englewood Downtown Development Authority, a downtown development authority duly organized and existing under Part 8 of Article 25, Title 31, C.R.S., with an address of 1000 Englewood Parkway, Englewood, Colorado 80110 (the "EDDA"), and Community Resource Services of Colorado, LLC, an independent contractor with an address of 7995 East Prentice Avenue, Suite 103E, Greenwood Village, Colorado 80111 ("Consultant") (each a "Party" and collectively the "Parties").

Whereas, the EDDA requires professional services; and

Whereas, Consultant has held itself out to the EDDA as having the requisite expertise and experience to perform the required professional services.

Now, therefore, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

I. Scope of Services

A. Consultant shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference.

B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. If Consultant proceeds without such written authorization, Consultant shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the EDDA is authorized to modify any term of this Agreement, either directly or implied by a course of action.

II. Term, Termination

A. This Agreement shall commence on the Effective Date and shall terminate on December 31, 2021, unless extended by written agreement of the Parties or sooner terminated as provided herein.

B. Either Party may terminate this Agreement upon 30 days advance written notice.

The EDDA shall pay Consultant for all work previously authorized and completed prior to the date of termination. If, however, Consultant has substantially or materially breached this Agreement, the EDDA shall have any remedy or right of set-off available at law and equity.

III. Compensation

In consideration for the work performed by Consultant under the Scope of Services, the EDDA shall pay Consultant as set forth in Exhibit B, attached hereto and incorporated herein by this reference.

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IV. Professional Responsibility

A. Consultant hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Consultant shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community.

B. The EDDA's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

C. Because the EDDA has hired Consultant for its professional expertise, Consultant agrees not to employ subcontractors to perform any work except as expressly set forth in the Scope of Services or Exhibit B of this Agreement.

D. Consultant shall at all times comply with all applicable law, including without limitation all current and future federal, state and local statutes, regulations, ordinances and rules relating to: the emission, discharge, release or threatened release of a Hazardous Material into the air, surface water, groundwater or land; the manufacturing, processing, use, generation, treatment, storage, disposal, transportation, handling, removal, remediation or investigation of a Hazardous Material; and the protection of human health, safety or the indoor or outdoor environmental, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq. ("CERCLA"); the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. ("RCRA"); the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; the Clean Water Act, 33 U.S.C. § 1251, et seq.; the Clean Air Act; the Federal Water Pollution Control Act; the Occupational Safety and Health Act; all applicable environmental statutes of the State of Colorado;

and all other federal, state or local statutes, laws, ordinances, resolutions, codes, rules, regulations, orders or decrees regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect.

V. Ownership

Any materials, items, and work specified in the Scope of Services, and any and all related documentation and materials provided or developed by Consultant shall be exclusively owned by the EDDA. Consultant expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire." To the extent, if at all, that it does not constitute a "work made for hire," Consultant hereby transfers, sells, and assigns to the EDDA all of its right, title, and interest in such work. The EDDA may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Consultant;

provided that Consultant shall have no liability for any work that has been modified by the EDDA.

VI. Independent Contractor

Consultant is an independent contractor. Notwithstanding any other provision of this

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VII. Insurance

A. Consultant agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Consultant pursuant to this Agreement. At a minimum, Consultant shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the EDDA.

1. Worker's Compensation insurance as required by law.

2. Commercial General Liability insurance with minimum combined single limits of

$1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the EDDA and the EDDA's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations.

3. Professional liability insurance with minimum limits of $1,000,000 each claim and

$2,000,000 general aggregate.

C. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the EDDA. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the EDDA, its officers, its employees, or its contractors shall be excess and not contributory insurance to that provided by Consultant.

Consultant shall be solely responsible for any deductible losses under any policy.

D. Consultant shall provide to the EDDA a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement.

VIII. Indemnification

A. Consultant agrees to indemnify and hold harmless the EDDA and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the omission, error, professional error, mistake, negligence, or other fault of Consultant, any subcontractor of Consultant, or any officer, employee, representative, or agent of Consultant, or which arise out of a worker's compensation claim of any employee of Consultant or of any employee of any subcontractor of Consultant; provided that Consultant's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Consultant, any subcontractor of Consultant, or any officer, employee, representative, or agent of Consultant or of any

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B. If Consultant is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Consultant's obligation to indemnify and hold harmless the EDDA may be determined only after Consultant's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 13-50.5-102(8)(c).

IX. Workers Without Authorization

A. Certification. By entering into this Agreement, Consultant hereby certifies that, at the time of this certification, it does not knowingly employ or contract with a worker without authorization who will perform work under this Agreement and that Consultant will participate in either the E-Verify Program administered by the U.S. Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to perform work under this Agreement.

B. Prohibited Acts. Consultant shall not knowingly employ or contract with a worker without authorization to perform work under this Agreement, or enter into a contract with a subcontractor that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with a worker without authorization to perform work under this Agreement.

C. Verification.

1. If Consultant has employees, Consultant has confirmed the employment eligibility of all employees who are newly hired to perform work under this Agreement through participation in either the E-Verify Program or the Department Program.

2. Consultant shall not use the E-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed.

3. If Consultant obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with a worker without authorization who is performing work under this Agreement, Consultant shall: notify the subcontractor and the EDDA within 3 days that Consultant has actual knowledge that the subcontractor is employing or contracting with a worker without authorization who is performing work under this Agreement; and terminate the subcontract with the subcontractor if within 3 days of receiving the notice required pursuant to subsection 1 hereof, the subcontractor does not stop employing or contracting with the worker without authorization who is performing work under this Agreement; except that Consultant shall not terminate the subcontract if during such 3 days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with a worker without authorization who is performing work under this Agreement.

D. Duty to Comply with Investigations. Consultant shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S. § 8-17.5-102(5)(a) to ensure that Consultant is complying with the terms of this Agreement.

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hired employees who perform work under the Agreement via the Department Program, Consultant shall sign the "Department Program Affidavit" attached hereto.