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HomeMy WebLinkAbout09385ORDINANCE NO. 9385 AN ORDINANCE APPROVING AND ACCEPTING GRANT AGREEMENT 18-PUB-01 BETWEEN THE STATE OF COLORADO, ACTING BY AND THROUGH THE COLORADO DEPARTMENT OF TRANSPORTATION, COLORADO AERONAUTICAL BOARD, DIVISION OF AERONAUTICS, AND THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND BUDGETING AND APPROPRIATING FUNDS IN THE AMOUNT OF $85,803 TO BE RECEIVED FROM THE STATE, INCREASING THE TOTAL AMOUNT IN THE REHAB PORTION OF AIRCRAFT APRON PROJECT NO. AP1801 TO $3,432,135, AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME WHEREAS, the General Assembly of the State of Colorado declared in Title 43 of the Colorado Revised Statutes, Article 10, 1991 in C.R.S. §43-10-101 (the Act) “…that there exists a need to promote the safe operations and accessibility of general aviation in this state; that improvements to general aviation transportation facilities will promote diversified economic development across the state; and that accessibility to airport facilities for residents of this state is crucial in the event of a medical or other type of emergency…”; and WHEREAS, the Act created the Colorado Aeronautical Board (“the Board”) to establish policy and procedures for distribution of monies in the Aviation Fund and created the Division of Aeronautics (“the Division”) to carry out the directives of the Board, including technical and planning assistance to airports and the administration of the state aviation system grant program (See C.R.S. §43-10-103 and C.R.S. §43-10-105 and C.R.S. §43-10-108.5 of the Act); and WHEREAS, any entity operating a public-accessible airport in the state may file an application for and be recipient of a grant to be used solely for aviation purposes. The Division is authorized to assist such airports as request assistance by means of a Resolution or Ordinance passed by the applicant’s duly-authorized governing body, which understands that all funds shall be used exclusively for aviation purposes and that it will comply with all grant procedures and requirements as defined in the Division’s Program and Procedures Manual, (“the Manual”); NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Grant Agreement CDAG #18-PUB-01 by and between the State of Colorado, acting by and through the Colorado Department of Transportation, Colorado Aeronautical Board, Division of Aeronautics, (“State”) and the City of Pueblo, a Municipal Corporation, a true copy of which is attached hereto (the “Grant Agreement”), having been approved as to form by the City Attorney, is hereby accepted and approved. SECTION 2. The City Council of the City of Pueblo, as a duly authorized governing body of the grant applicant, hereby formally request assistance from the Colorado Aeronautical Board and the Division of Aeronautics (“Division”) in the form of a state aviation system grant. The City of Pueblo states that such grant shall be used solely for aviation purposes, as determined by the State, and as generally described in the Application. The City of Pueblo understands that each airport operating entity that applies for and accepts a grant thereby makes a COMMITMENT: a) to keep the airport facility accessible to, and open to, the public during the entire useful life of the grant funded improvements/equipment; or b) to reimburse the Division for any unexpired useful life of the improvements/equipment, on a pro-rata basis. By signing the Grant Agreement, the City of Pueblo commits to keep open and accessible for public use all grant funded facilities, improvements and services for their useful life, as determined by the Division and as stated in the Grant Agreement. SECTION 3. The City of Pueblo hereby designates the Director of Aviation as the Project Director, as described in the Manual, and authorizes the Project Director to act in all matters relating to the work project proposed in the Application in its behalf. SECTION 4. The City of Pueblo has appropriated all funds that are currently required to be provided by the Applicant under the terms and conditions of the Grant Agreement. Any and all financial obligations of the City of Pueblo payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. SECTION 5. The City of Pueblo hereby accepts all guidelines, procedures, standards and requirements described in the Manual as applicable to the performance of the grant work and hereby approves the Grant Agreement submitted by the State, including all terms and conditions contained therein. SECTION 6. Funds in the amount of $85,803.00 from the Grant Agreement are hereby budgeted and appropriated to the Rehab Portion of Aircraft Apron Project No. AP1801. SECTION 7. Funding for the Rehab Portion of Aircraft Apron Project No. AP1801 is hereby increased to $3,432,135.00. SECTION 8. The President of City Council is hereby authorized to execute the Grant Agreement in the name and on behalf of the City of Pueblo, and the City Clerk is directed to attest same. SECTION 9. The officers and staff of the City are directed and authorized to perform any and all acts consistent with the intent of this Ordinance and the attached Grant Agreement to effectuate the transactions described therein. SECTION 10. This Ordinance shall become effective immediately upon final passage and approval. INTRODUCED November 26, 2018 BY: Ed Brown MEMBER OF CITY COUNCIL APPROVED: PRESIDENT OF CITY COUNCIL ATTESTED BY: ACTING DEPUTY CITY CLERK PASSED AND APPROVED: December 10, 2018 City Clerk’s Office Item # R-1 Background Paper for Proposed Ordinance COUNCIL MEETING DATE: November 26, 2018 TO: President Christopher A. Nicoll and Members of City Council CC: Sam Azad, City Manager VIA: Brenda Armijo, Acting City Clerk FROM: Ian Turner, Director of Aviation SUBJECT: AN ORDINANCE APPROVING AND ACCEPTING GRANT AGREEMENT 18-PUB-01 BETWEEN THE STATE OF COLORADO, ACTING BY AND THROUGH THE COLORADO DEPARTMENT OF TRANSPORTATION, COLORADO AERONAUTICAL BOARD, DIVISION OF AERONAUTICS, AND THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND BUDGETING AND APPROPRIATING FUNDS IN THE AMOUNT OF $85,803 TO BE RECEIVED FROM THE STATE, INCREASING THE TOTAL AMOUNT IN THE REHAB PORTION OF AIRCRAFT APRON PROJECT NO. AP1801 TO $3,432,135, AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME SUMMARY: Attached is an Ordinance approving and accepting a Colorado Department of Transportation, Colorado Aeronautical Board, Division of Aeronautics (“State”) grant agreement for the rehabilitation of a portion of the aircraft apron at the Pueblo Memorial Airport (“Airport”) and budgeting the State grant funds into Project No. AP1801. PREVIOUS COUNCIL ACTION: City Council approved Resolution No. 13861 on December 26, 2017, authorizing the filing of an application for federal assistance with the Federal Aviation Administration (“FAA”) to rehabilitate the Airport’s aircraft apron. City Council also approved Resolution No. 13862 on December 26, 2017, authorizing the filing of an application for a State grant to assist with the City’s matching funds required for the project. On August 13, 2018, City Council approved Ordinance No. 9318, accepting the FAA grant and budgeting and appropriating FAA and City funds to the project. Resolution No. 14029, on August 13, 2018 awarded the construction contract to Kiewit Infrastructure Company. BACKGROUND This project will rehabilitate a portion of the aircraft apron and construct turf island areas. Existing asphalt pavement between Taxiway A and the apron will be removed to provide safety separation between taxiing aircraft to meet FAA airport design standards. Access points from Taxiway A to the aircraft parking apron will be rehabilitated and airfield lighting will be installed. Storm drainage improvements will be made within the island areas as part of the project. FINANCIAL IMPLICATIONS: The total project cost is $3,432,135.00. The Federal grant funds of $3,260,528.00 and City funds of $85,804.00 were budgeted and appropriated into Project No. AP1801 on August 13, 2018. The State grant is for $85,803.00 and, if approved, will be budgeted into Project No. AP1801. BOARD/COMMISSION RECOMMENDATION: None. STAKEHOLDER PROCESS: Meetings with stakeholders were held on October 24, 2017, August 3, 2018, and, August 7, 2018. ALTERNATIVES: If City Council does not approve this Ordinance, the grant will be returned to the State and the City will be responsible for funding the entire local share of the Federal Grant, equal to $171,607. RECOMMENDATION The Department of Aviation recommends approval of this Ordinance. Attachments: State of Colorado Grant Agreement 18-PUB-01 Aviation Department Certification Received CDOT—Aeronautics Division Received DEC 18 2018 CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 d ATE OF COLORADO GRANT AGREEMENT SIGNATURE AND COVER PAGE State Agency Agreement Number Colorado Department of Transportation,Colorado 19-HAV-ZL-00121 Aeronautical Board,Division of Aeronautics Grantee Agreement Performance Beginning Date City of Pueblo The Effective Date Initial Agreement Expiration Date June 30,2021 Agreement Maximum Amount Fund Expenditure End Date Funding Source Funding Amount June 30,2022 State: $85,803.00 Agreement Description Element A. Participate in Federally Funded Apron Rehabilitation (Construct Islands)and Lighting THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT Each person signing this Agreement represents and warrants that he or she is duly authorized to execute this Agreement and to bind the Party authorizing his or her signature. GRANTEE STATE OF COLORADO City of Pueblo John W.Hickenlooper,Governor Department of Transportation By:David R.Ulane,Aeronautics Division Director Christopher A.Nicoll,President of City Council for Michael P.Lewis,Executive Director By: Print Name&Title of Person Signing for Grantee Date: December 10,2018 Date: In accordance with§24-30-202,C.R.S.,this Agreement is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert JarACP• , BA,JD YIP I By:De,. "-nt of Transportation Liliya Gers an,Accounting Controller Effective Date: /01/01-/hcr° Contract Number: 19-HAV-ZL-00121 Page 1 of 23 Version 1018 CDOT-Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 TABLE OF CONTENTS SIGNATURE AND COVER PAGE 1 1. PARTIES 2 2. TERM AND EFFECTIVE DATE 2 3. AUTHORITY 4 4. PURPOSE 4 5. DEFINITIONS 4 6. STATEMENT OF WORK AND BUDGET 7 7. PAYMENTS TO GRANTEE 7 8. REPORTING -NOTIFICATION 9 9. GRANTEE RECORDS 10 10. CONFIDENTIAL INFORMATION-STATE RECORDS 11 11. CONFLICTS OF INTEREST 12 12. INSURANCE 12 13. BREACH 14 14. REMEDIES 14 15. DISPUTE RESOLUTION 16 16. NOTICES AND REPRESENTATIVES 17 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 17 18. GOVERNMENTAL IMMUNITY 18 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM 18 20. GENERAL PROVISIONS 19 21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-1) 21 EXHIBIT A, DISCRETIONARY AVIATION GRANT APPLICATION 1 EXHIBIT B, RESOLUTION 1 EXHIBIT C, SAMPLE OPTION LETTER 1 1. PARTIES This Agreement is entered into by and between Grantee named on the Signature and Cover Page for this Agreement (the "Grantee"), and the STATE OF COLORADO acting by and through the State agency named on the Signature and Cover Page for this Agreement(the "State" or"CDOT", or"Division"). Grantee and the State agree to the terms and conditions in this Agreement. 2. TERM AND EFFECTIVE DATE A. Effective Date This Agreement shall not be valid or enforceable until the Effective Date,and the Grant Funds shall be expended by the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement. The State shall not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to pay Grantee for any Work performed or expense incurred before the Effective Date,except as described in§7.C.(vi),or after the Fund Expenditure End Date. B. Initial Term The Parties' respective performances under this Agreement shall commence on the Agreement Performance Beginning Date shown on the Signature and Cover Page for this Agreement and shall terminate on the Initial Agreement Expiration Date shown on the Contract Number: 19-HAV-ZL-00121 Page 2 of 23 Version 1018 CDOT—Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 Signature and Cover Page for this Agreement (the "Initial Term") unless sooner terminated or further extended in accordance with the terms of this Agreement. C. Extension Terms - State's Option The State, at its discretion, shall have the option to extend the performance under this Agreement beyond the Initial Term for a period, or for successive periods, of 1 year or less at the same rates and under the same terms specified in this Agreement(each such period an "Extension Term"). In order to exercise this option, the State shall provide written notice to Grantee in a form substantially equivalent to Exhibit C. D. End of Term Extension If this Agreement approaches the end of its Initial Term,or any Extension Term then in place, the State,at its discretion,upon written notice to Grantee as provided in§16,may unilaterally extend such Initial Term or Extension Term for a period not to exceed 2 months(an "End of Term Extension"), regardless of whether additional Extension Terms are available or not. The provisions of this Agreement in effect when such notice is given shall remain in effect during the End of Term Extension. The End of Term Extension shall automatically terminate upon execution of a replacement Agreement or modification extending the total term of this Agreement. E. Early Termination in the Public Interest The State is entering into this Agreement to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, the Colorado Aeronautical Board, or Courts. If this Agreement ceases to further the public interest of the State, the State, in its discretion, may terminate this Agreement in whole or in part. This subsection shall not apply to a termination of this Agreement by the State for breach by Grantee, which shall be governed by§14.A.i. i. Method and Content The State shall notify Grantee of such termination in accordance with §16. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement. ii. Obligations and Rights Upon receipt of a termination notice for termination in the public interest,Grantee shall be subject to the rights and obligations set forth in§14.A.i.a. iii. Payments If the State terminates this Agreement in the public interest,the State shall pay Grantee an amount equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the State, less payments previously made. Additionally, if this Agreement is less than 60% completed, as determined by the State, the State may reimburse Grantee for a portion of actual out-of-pocket expenses, not otherwise reimbursed under this Agreement, incurred by Grantee which are directly attributable to the uncompleted portion of Grantee's obligations, provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Grantee hereunder. Contract Number: 19-HAV-ZL-00121 Page 3 of 23 Version 1018 CDOT-Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 3. AUTHORITY Authority to enter into this Agreement exists in the law as follows: A. State Authority Authority to enter into this Grant exists in CRS §43-10-108.5 and funds have been budgeted, appropriated and otherwise made available pursuant to CRS §§39-27-112(2)(b), 43-10-109, 43-10-102 and a sufficient unencumbered balance thereof remains available for payment. Required approvals, clearance, and coordination have been accomplished from and with appropriate agencies. 4. PURPOSE The General Assembly of the State of Colorado declared in Title 43 of the Colorado Revised Statutes,Article 10, 1991 in CRS §43-10-101 (the Act) "... that there exists a need to promote the safe operations and accessibility of general aviation in this state; that improvements to general aviation transportation facilities will promote diversified economic development across the state; and that accessibility to airport facilities for residents of this state is crucial in the event of a medical or other type of emergency..." The Act created the Colorado Aeronautical Board("the Board")to establish policy and procedures for distribution of monies in the Aviation Fund and created the Division of Aeronautics ("the Division")to carry out the directives of the Board, including technical and planning assistance to airports and the administration of the state aviation system grant program. SEE CRS §43-10-103 and C.R.S. §43-10-105 and CRS §43-10-108.5 of the Act. Any entity operating a public-accessible airport in the state may file an application for and be recipient of a grant to be used solely for aviation purposes. The Division is authorized to assist such airports as request assistance by means of a Resolution passed by the applicant's duly- authorized governing body,which understands that all funds shall be used exclusively for aviation purposes and that it will comply with all grant procedures and requirements as defined in the Division's Program and Procedures Manual, ("the Manual"). 5. DEFINITIONS The following terms shall be construed and interpreted as follows: A. "Agreement" means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. B. "Budget"means the budget for the Work described in Exhibit A. C. "Business Day"means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1), C.R.S. D. "CJI" means criminal justice information collected by criminal justice agencies needed for the performance of their authorized functions, including, without limitation, all information defined as criminal justice information by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy, as amended and all Criminal Justice Records as defined under §24-72-302, C.R.S. E. "CORA"means the Colorado Open Records Act, §§24-72-200.1, et. seq., C.R.S. Contract Number: 19-1-1AV-ZL-00121 Page 4 of 23 Version 1018 CDOT—Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 F. "Effective Date" means the date on which this Agreement is approved and signed by the Colorado State Controller or designee, as shown on the Signature and Cover Page for this Agreement. G. "End of Term Extension"means the time period defined in§2.D H. "Exhibits"means the following exhibits attached to this Agreement: i. Exhibit A, Colorado Discretionary Aviation Grant Program Application. ii. Exhibit B, Resolution in accordance with General Assembly of the state of Colorado declared in C.R.S. §43-10-101 iii. Exhibit C, Sample Option Letter I. "Extension Term"means the time period defined in §2.0 J. "Goods" means any movable material acquired, produced, or delivered by Grantee as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by Grantee in connection with the Services. K. "Grant" means this Grant, its terms and conditions, attached exhibits, documents incorporated by reference under the terms of this Grant, and any future modifications, exhibits, attachments or reference incorporated herein pursuant to Colorado State law, Fiscal Rules, and State Controller Policies. L. "Grant Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. M. "Incident"means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption,or destruction of any communications or information resources of the State, which are included as part of the Work, as described in §§24-37.5-401 et. seq. C.R.S. Incidents include, without limitation (i) successful attempts to gain unauthorized access to a State system or State Information regardless of where such information is located; (ii)unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State's knowledge, instruction, or consent. N. "Initial Term"means the time period defined in §2.B O. "Local Funds means money provided by any city, county, or other private entity to fund performance of the Work. P. "Manual" means the Programs and Procedures Manual as approved by the Colorado Aeronautical board that is available on the Colorado Division of Aeronautics' website. Q. "Matching Funds"means the funds provided by Grantee as a match required to receive the Grant Funds. R. "Party"means the State or Grantee, and"Parties"means both the State and Grantee. S. "PII" means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual's identity, such as name, social security number, date and place of birth, mother's maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment Contract Number: 19-HAV-ZL-00121 Page 5 of 23 Version 1018 CDOT-Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 information. PII includes, but is not limited to, all information defined as personally identifiable information in §24-72-501, C.R.S. T. "Program"means the Colorado Discretionary Aviation Grant Program. U. "Services" means the services to be performed by Grantee as set forth in this Agreement, and shall include any services to be rendered by Grantee in connection with the Goods. V. "State Confidential Information"means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, PHI, PCI, Tax Information, CJI, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished,or disclosed by the State to Contractor which(i) is subject to disclosure pursuant to the CORA; (ii) is already known to Contractor without restrictions at the time of its disclosure by Contractor; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations,by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. W. "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a), C.R.S. X. "State Fiscal Year"means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. Y. "State Records" means any and all State data, information, and records, regardless of physical form, including,but not limited to, information subject to disclosure under CORA. Z. "Subcontractor" means third-parties, if any, engaged by Grantee to aid in performance of the Work. "Subcontractor"also includes sub-grantees of grant funds. AA. "Tax Information"means federal and State of Colorado tax information including,without limitation, federal and State tax returns, return information, and such other tax-related information as may be protected by federal and State law and regulation. Tax Information includes, but is not limited to all information defined as federal tax information in Internal Revenue Service Publication 1075. BB. "Uniform Guidance"means the Office of Management and Budget Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards,2 CFR Part 200, commonly known as the "Super Circular, which supersedes requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. CC. "Work"means the Goods delivered and Services performed pursuant to this Agreement. DD. "Work Product"means the tangible and intangible results of the Work,whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas,concepts, know-how, information, and any other results of the Work. "Work Product"does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. Contract Number: 19-HAV-ZL-00121 Page 6 of 23 Version 1018 • CDOT-Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 6. STATEMENT OF WORK AND BUDGET Grantee shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit A. The State shall have no liability to compensate Grantee for the delivery of any goods or the performance of any services that are not specifically set forth in this Agreement. 7. PAYMENTS TO GRANTEE A. Maximum Amount Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Grantee any amount under this Agreement that exceeds the Agreement Maximum shown on the Signature and Cover Page of this Agreement. B. Increase/Decrease Work— State's Option The State,at its discretion, shall have the option to increase or decrease the quantity of Goods and Services provided under this Grant and increase the maximum amount payable and update Exhibit A accordingly. In order to exercise this option,the State shall provide written notice to Grantee in a form substantially equivalent to Exhibit C. Delivery of Goods and performance of Services shall continue at the same rates and terms as described in this Grant. C. Payment Procedures i. Invoices and Payment a. The State shall pay Grantee in the amounts and in accordance with the conditions set forth in this Grant Agreement and its Exhibits. b. Grantee shall initiate payment requests by invoice to the State, in a form and manner approved by the State. c. The State shall pay each invoice within 45 days following the State's receipt of that invoice,so long as the amount invoiced correctly represents Work completed by Grantee and previously accepted by the State during the term that the invoice covers. If the State determines that the amount of any invoice is not correct, then Grantee shall make all changes necessary to correct that invoice. d. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables provided under this Agreement. ii. Interest Amounts not paid by the State within 45 days of the State's acceptance of the invoice shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1%per month, as required by §24-30-202(24)(a), C.R.S.,until paid in full; provided,however, that interest shall not accrue on unpaid amounts that the State disputes in writing. Grantee shall invoice the State separately for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment, the number of day's interest to be paid and the interest rate. iii. Payment Disputes If Grantee disputes any calculation, determination or amount of any payment, Grantee shall notify the State in writing of its dispute within 30 days following the earlier to Contract Number: 19-HAV-ZL-00121 Page 7 of 23 Version 1018 CDOT Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: l9-HAV-ZL-00121 PO#:491001815 occur of Grantee's receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Grantee and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State's review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iv. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Grant Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Grant Funds, the State's obligation to pay Grantee shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be made only from Grant Funds, and the State's liability for such payments shall be limited to the amount remaining of such Grant Funds. If State,federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in §2.E. v. Erroneous Payments The State may recover, at the State's discretion, payments made to Grantee in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Grantee.The State may recover such payments by deduction from subsequent payments under this Agreement, deduction from any payment due under any other contracts, grants or agreements between the State and Grantee,or by any other appropriate method for collecting debts owed to the State. The close-out of a Federal Award does not affect the right of the Federal Awarding Agency or the State to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made within the Record Retention Period, as defined below. vi. Retroactive Payments The State may reimburse Grantee for costs or expenses incurred or performance by the Grantee prior to the Effective Date,only if(1)the Grant Funds involve federal funding, (2) federal laws, rules and regulations applicable to the Work provide for such retroactive payments to the Grantee, and (3) the State incurs no obligation to make retroactive payments until after the Grant Effective Date. Any such retroactive payments shall comply with State Fiscal Rules and be made in accordance with the provisions of this Grant or any Exhibit. Grantee shall initiate any payment requests by submitting invoices to the State in the form and manner set for the and approved by the State. Contract Number: 19-HAV-ZL-00121 Page 8 of 23 Version 1018 CDOT—Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-IIAV-ZL-00121 PO#:491001815 D. Matching Funds. Grantee shall provide Matching Funds as provided in Exhibit A. Grantee shall have raised the full amount of Matching Funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. Grantee's obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Grantee and paid into Grantee's treasury or bank account. Grantee represents to the State that the amount designated "Grantee's Matching Funds" in Exhibit A has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account.Grantee does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple- fiscal year debt of Grantee. Grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Grantee's laws or policies. E. Reimbursement of Grantee Costs. The State shall reimburse Grantee's allowable costs, not exceeding the maximum total amount described in Exhibit A and on the Signature and Cover Page for all allowable costs described in this Grant and shown in the Budget, except that Grantee may adjust the amounts between each line item of the Budget without formal modification to this Agreement as long as the Grantee provides notice to the State of the change,the change does not modify the total maximum amount of this Agreement, and the change does not modify any requirements of the Work. F. Close-Out. Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement. To complete close-out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Agreement and Grantee's final reimbursement request or invoice. S. REPORTING - NOTIFICATION A. Quarterly Reports. In addition to any reports required pursuant to §19 or pursuant to any other Exhibit, for any Agreement having a term longer than 3 months, Grantee shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than 5 Business Days following the end of each calendar quarter or at such time as otherwise specified by the State. B. Litigation Reporting If Grantee is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect Grantee's ability to perform its obligations under this Agreement, Grantee shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State's principal representative identified in §16. Contract Number: 19-HAV-ZL-00121 Page 9 of 23 Version 1018 CDOT Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 C. Performance and Final Status Grantee shall submit all financial,performance and other reports to the State no later than 45 calendar days after the end of the Initial Term if no Extension Terms are exercised, or the final Extension Term exercised by the State,containing an evaluation and review of Grantee's performance and the final status of Grantee's obligations hereunder. D. Violations Reporting Grantee shall disclose, in a timely manner, in writing to the State, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting this Grant. The State may impose any penalties for noncompliance which may include, without limitation suspension or debarment. 9. GRANTEE RECORDS A. Maintenance Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. Grantee shall maintain such records for a period(the "Record Retention Period") of three years following the date of submission to the State of the final expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission of each quarterly or annual report,respectively. If any litigation, claim,or audit related to this Award starts before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by the State. The State may notify Grantee in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend three years following final disposition of such property. B. Inspection Grantee shall permit the State to audit,inspect,examine,excerpt,copy and transcribe Grantee Records during the Record Retention Period. Grantee shall make Grantee Records available during normal business hours at Grantee's office or place of business, or at other mutually agreed upon times or locations, upon no fewer than 2 Business Days' notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. C. Monitoring The State will monitor Grantee's performance of its obligations under this Agreement using procedures as determined by the State.The federal government and any other duly authorized agent of a governmental agency, in its discretion, may monitor Contractor's performance of its obligations under this Contract using procedures as determined by that governmental entity. The State shall monitor Grantee's performance in a manner that does not unduly interfere with Grantee's performance of the Work. D. Final Audit Report Grantee shall promptly submit upon request to the State a copy of any final audit report of an audit performed on Grantee's records that relates to or affects this Agreement or the Work, whether the audit is conducted by Grantee or a third party. Additionally, if Grantee is Contract Number: 19-HAV-ZL-00121 Page 10 of 23 Version 1018 CDOT-Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 required to perform a single audit under 2 CFR 200.501, et. seq., then Grantee shall submit a copy of the results of that audit to the State within the same timelines as the submission to the federal government. 10. CONFIDENTIAL INFORMATION-STATE RECORDS A. Confidentiality Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Grantee shall not, without prior written approval of the State,use,publish, copy,disclose to any third party,or permit the use by any third party of any State Records, except as otherwise stated in this Agreement, permitted by law or approved in Writing by the State. Grantee shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws,rules,policies,publications, and guidelines. Grantee shall immediately forward any request or demand for State Records to the State's principal representative. B. Other Entity Access and Nondisclosure Agreements Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Agreement. Grantee shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Contract, and that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Grantee shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions. C. Use, Security, and Retention Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States,and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Grantee shall provide the State with access, subject to Grantee's reasonable security requirements,for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Grantee shall return State Records provided to Grantee or destroy such State Records and certify to the State that it has done so,as directed by the State. If Grantee is prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Grantee becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery,remediation,and the necessity to involve law enforcement, as determined by the State. Unless Grantee can establish that none of Grantee or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Grantee shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Grantee shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at Contract Number: 19-1IAV-ZL-00121 Page 1 1 of 23 Version 1018 • CDOT—Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 no additional cost to the State. The State may adjust or direct modifications to this plan, in its sole discretion and Grantee shall make all modifications as directed by the State. If Grantee cannot produce its analysis and plan within the allotted time, the State, in its sole discretion, may perform such analysis and produce a remediation plan, and Grantee shall reimburse the State for the reasonable costs thereof. E. Compliance Grantee shall review, on a semi-annual basis, all OIS policies and procedures which OIS has promulgated pursuant to CRS §§ 24-37.5-401 through 406 and 8 CCR § 1501-5 and posted at http://oit.state.co.us/ois, to ensure compliance with the standards and guidelines published therein. Grantee shall cooperate, and shall cause its Subcontractors to cooperate, with the performance of security audit and penetration tests by OIS or its designee. F. Safeguarding PII If Grantee or any of its Subcontractors will or may receive PII under this Contract, Grantee shall provide for the security of such PII, in a form acceptable to the State, including,without limitation,non-disclosure,use of appropriate technology, security practices,computer access security, data access security,data storage encryption,data transmission encryption, security inspections, and audits. Grantee shall take full responsibility for the security of all PII in its possession or in the possession of its Subcontractors, and shall hold the State harmless for any damages or liabilities resulting from the unauthorized disclosure or loss thereof. 11. CONFLICTS OF INTEREST A. Actual Conflicts of Interest Grantee shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Grantee under this Agreement. Such a conflict of interest would arise when a Grantee or Subcontractor's employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Agreement. B. Apparent Conflicts of Interest Grantee acknowledges that,with respect to this Agreement, even the appearance of a conflict of interest shall be harmful to the State's interests. Absent the State's prior written approval, Grantee shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Grantee's obligations under this Agreement. C. Disclosure to the State If a conflict or the appearance of a conflict arises,or if Grantee is uncertain whether a conflict or the appearance of a conflict has arisen, Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the actual or apparent conflict constitutes a breach of this Agreement. 12. INSURANCE Grantee shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as specified in this section at all times during the term of this Agreement. All insurance policies required by this Agreement that are not provided through self-insurance shall be issued by insurance companies as approved by the State. Contract Number: 19-HAV-LL-00121 Page 12 of 23 Version 1018 • CDOT Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 A. Workers' Compensation Workers' compensation insurance as required by state statute, and employers' liability insurance covering all Grantee or Subcontractor employees acting within the course and scope of their employment. B. General Liability Commercial general liability insurance covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: i. $1,000,000 each occurrence; ii. $1,000,000 general aggregate; iii. $1,000,000 products and completed operations aggregate; and iv. $50,000 any 1 fire. C. Automobile Liability Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of$1,000,000 each accident combined single limit. D. Additional Insured The State shall be named as additional insured on all commercial general liability policies (leases and construction contracts require additional insured coverage for completed operations) required of Grantee and Subcontractors. E. Primacy of Coverage Coverage required of Grantee and each Subcontractor shall be primary over any insurance or self-insurance program carried by Grantee or the State. F. Cancellation All commercial insurance policies shall include provisions preventing cancellation or non- renewal,except for cancellation based on non-payment of premiums,without at least 30 days prior notice to Grantee and Grantee shall forward such notice to the State in accordance with §16 within 7 days of Grantee's receipt of such notice. G. Subrogation Waiver All commercial insurance policies secured or maintained by Grantee or its Subcontractors in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Grantee or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. H. Public Entities If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the "GIA"), Grantee shall maintain, in lieu of the liability insurance requirements stated above,at all times during the term of this Contract such liability insurance,by commercial policy or self-insurance,as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Grantee shall ensure that the Subcontractor maintain at all times during the terms of this Grantee, in lieu of the liability insurance requirements stated above, such liability insurance, by commercial Contract Number: 19-HAV-ZL-00121 Page 13 of 23 Version 1018 • CDOT-Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: l9-HAV-ZL-00121 PO#:491001815 policy or self-insurance, as is necessary to meet the Subcontractor's obligations under the GIA. I. Certificates For each commercial insurance plan provided by Grantee under this Agreement,upon request by State, Grantee shall provide to the State certificates evidencing Grantee's insurance coverage required in this Agreement within 7 Business Days following the Effective Date. Grantee shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Agreement within 7 Business Days following the Effective Date, except that, if Grantee's subcontract is not in effect as of the Effective Date, Grantee shall provide to the State certificates showing Subcontractor insurance coverage required under this Agreement within 7 Business Days following Grantee's execution of the subcontract. No later than 15 days before the expiration date of Grantee's or any Subcontractor's coverage, Grantee shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Agreement,upon request by the State,Grantee shall, within 7 Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this §12. 13. BREACH A. Defined The failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory manner, shall be a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Grantee,or the appointment of a receiver or similar officer for Grantee or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. B. Notice and Cure Period In the event of a breach, the aggrieved Party shall give written notice of breach to the other Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after the delivery of written notice,the Party may exercise any of the remedies as described in§14 for that Party. Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in this Agreement in order to protect the public interest of the State. 14. REMEDIES A. State's Remedies If Grantee is in breach under any provision of this Agreement and fails to cure such breach, the State, following the notice and cure period set forth in §13.B., shall have all of the remedies listed in this §14.A. in addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach In the event of Grantee's uncured breach,the State may terminate this entire Agreement or any part of this Agreement. Additionally, if Grantee fails to comply with any terms of the Federal Award,then the State may,in its discretion or at the direction of a Federal Contract Number: 19-HAV-LL-00121 Page 14 of 23 Version 1018 CDOT Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 Awarding Agency, terminate this entire Agreement or any part of this Agreement. Grantee shall continue performance of this Agreement to the extent not terminated, if any. a. Obligations and Rights To the extent specified in any termination notice, Grantee shall not incur further obligations or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Grantee shall complete and deliver to the State all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Contract's terms. At the request of the State, Grantee shall assign to the State all of Grantee's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Grantee shall take timely, reasonable and necessary action to protect and preserve property in the possession of Grantee but in which the State has an interest. At the State's request, Grantee shall return materials owned by the State in Grantee's possession at the time of any termination. Grantee shall deliver all completed Work Product and all Work Product that was in the process of completion to the State at the State's request. b. Payments Notwithstanding anything to the contrary, the State shall only pay Grantee for accepted Work received as of the date of termination. If, after termination by the State, the State agrees that Grantee was not in breach or that Grantee's action or inaction was excusable, such termination shall be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if this Agreement had been terminated in the public interest under§2.E. c. Damages and Withholding Notwithstanding any other remedial action by the State, Grantee shall remain liable to the State for any damages sustained by the State in connection with any breach by Grantee,and the State may withhold payment to Grantee for the purpose of mitigating the State's damages until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due Grantee as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Suspend Grantee's performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work and incurring costs in accordance with the State's directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance. Contract Number: I9-HAV-ZL-00121 Page 15 of 23 Version 1018 CDOT -Aeronautics Division CDAG#: 18-PUB-Ol ROUTING#: 19-HAV-ZL-00121 PO#:491001815 b. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work. c. Deny Payment Deny payment for Work not performed, or that due to Grantee's actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided,that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal of any of Grantee's employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State's best interest. e. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by the State (i) secure that right to use such Work for the State and Contractor; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing;or,(iii) remove any infringing Work and refund the amount paid for such Work to the State. B. Grantee's Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, following the notice and cure period in §13.B and the dispute resolution process in §15 shall have all remedies available at law and equity. 15. DISPUTE RESOLUTION A. Initial Resolution Except as herein specifically provided otherwise,disputes concerning the performance of this Agreement which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Grantee for resolution. B. Resolution of Controversies If the initial resolution described in §15.A fails to resolve the dispute within 10 Business Days, Grantee shall submit any alleged breach of this Agreement by the State to the Procurement Official of Colorado Department of Transportation as described in §24-101- 301(30), C.R.S. for resolution following the same resolution of controversies process as described in §§24-106-109, 24-109-101.1, 24-109-101.5, 24-109-106, 24-109-107, 24-109- 201 through 24-109-206, and 24-109-501 through 24-109-505, C.R.S., (the "Resolution Statutes"), except that if Grantee wishes to challenge any decision rendered by the Procurement Official, Grantee's challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, in the same manner as described in the Resolution Statutes before Grantee pursues any further action. Except as Contract Number: 19-1-1AV-ZL-00121 Page 16 of 23 Version 1018 • CDOT—Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations regardless of whether the Colorado Procurement Code applies to this Agreement. 16. NOTICES AND REPRESENTATIVES Each individual identified below shall be the principal representative of the designating Party. All notices required or permitted to be given under this Agreement shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or registered mail to such Party's principal representative at the address set forth below or(C)as an email with read receipt requested to the principal representative at the email address, if any, set forth below. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email contact,the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party's principal representative at the address set forth below. Either Party may change its principal representative or principal representative contact information by notice submitted in accordance with this §16 without a formal amendment to this Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the written notice. For the State: For Grantee: Kaitlyn Westendorf Ian Turner Division of Aeronautics Pueblo Memorial Airport 5126 Front Range Parkway 31201 Bryan Circle Watkins, CO 80137 Pueblo,CO 81001 kaitlyn.westendorf@state.co.us iturner@pueblo.us (303) 512-5258 (719)553-2744 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product i. Copyrights To the extent that the Work Product(or any portion of the Work Product)would not be considered works made for hire under applicable law, Grantee hereby assigns to the State,the entire right, title, and interest in and to copyrights in all Work Product and all works based upon, derived from, or incorporating the Work Product; all copyright applications, registrations, extensions, or renewals relating to all Work Product and all works based upon, derived from, or incorporating the Work Product; and all moral rights or similar rights with respect to the Work Product throughout the world. To the extent that Grantee cannot make any of the assignments required by this section, Grantee hereby grants to the State a perpetual, irrevocable, royalty-free license to use, modify, copy, publish, display, perform, transfer, distribute, sell, and create derivative works of the Work Product and all works based upon, derived from, or incorporating the Work Product by all means and methods and in any format now known or invented in the future. The State may assign and license its rights under this license. ii. Patents In addition, Grantee grants to the State (and to recipients of Work Product distributed by or on behalf of the State) a perpetual, worldwide, no-charge, royalty-free, irrevocable patent license to make, have made, use, distribute, sell, offer for sale, import, transfer, and otherwise utilize, operate, modify and propagate the contents of Contract Number: 19-HAV-ZL-00121 Page 17 of 23 Version 1018 • CDOT-Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 the Work Product. Such license applies only to those patent claims licensable by Grantee that are necessarily infringed by the Work Product alone,or by the combination of the Work Product with anything else used by the State. iii. Assignments and Assistance Whether or not Grantee is under contract with the State at the time, Grantee shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. The Parties intend the Work Product to be works made for hire. Grantee assigns to the State and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product. B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Agreement,any pre-existing State Records, State software, research, reports, studies, photographs, negatives or other documents,drawings,models,materials,data and information shall be the exclusive property of the State (collectively, "State Materials"). Grantee shall not use, willingly allow,cause or permit Work Product or State Materials to be used for any purpose other than the performance of Grantee's obligations in this Agreement without the prior written consent of the State. Upon termination of this Agreement for any reason, Grantee shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. C. Exclusive Property of Grantee Grantee retains the exclusive rights,title, and ownership to any and all pre-existing materials owned or licensed to Grantee including, but not limited to, all pre-existing software, licensed products, associated source code, machine code, text images, audio and/or video, and third- party materials, delivered by Grantee under this Contract, whether incorporated in a Deliverable or necessary to use a Deliverable (collectively, "Grantee Property"). Grantee Property shall be licensed to the State as set forth in this Contract or a State approved license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained by the State from the applicable third-party vendor, or (iii) in the case of open source software, the license terms set forth in the applicable open source license agreement. 18. GOVERNMENTAL IMMUNITY Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the GIA; the Federal Tort Claims Act,28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et seq., C.R.S. 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Grantee under this Agreement is $100,000 or greater, either on the Effective Date or at anytime thereafter, this §19 shall apply. Grantee agrees to be governed by and comply with the provisions of §§24-106-103, 24-102-206, 24-106-106, and 24-106-107, C.R.S. regarding the monitoring of vendor performance and the reporting of Agreement performance information in the State's Agreement management system ("Contract Management Contract Number: 19-HAV-ZL-00121 Page 18 of 23 Version 1018 • CDOT-Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 System" or "CMS"). Grantee's performance shall be subject to evaluation and review in accordance with the terms and conditions of this Agreement, Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies. 20. GENERAL PROVISIONS A. Assignment Grantee's rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Grantee's rights and obligations approved by the State shall be subject to the provisions of this Agreement. B. Subcontracts Grantee shall not enter into any subgrant or subcontract in connection with its obligations under this Agreement. C. Binding Effect Except as otherwise provided in §20.A., all provisions of this Agreement, including the benefits and burdens, shall extend to and be binding upon the Parties' respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party's obligations have been duly authorized. E. Captions and References The captions and headings in this Agreement are for convenience of reference only,and shall not be used to interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. F. Counterparts This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties related to the Work,and all prior representations and understandings related to the Work,oral or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. H. Jurisdiction and Venue All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. Contract Number: 19-HAV-ZL-00121 Page 19 of 23 Version 1018 • CDOT-Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 I. Modification Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other than Agreement amendments, shall conform to the policies issued by the Colorado State Controller. J. Statutes, Regulations, Fiscal Rules, and Other Authority. Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Agreement. K. Order of Precedence In the event of a conflict or inconsistency between this Agreement and any Exhibits or attachment such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: i. Colorado Special Provisions in §21 of the main body of this Agreement. ii. The provisions of the other sections of the main body of this Agreement. iii. Exhibit A, Discretionary Aviation Grant Application. iv. Exhibit B, Resolution. v. Exhibit C, Sample Option Letter. L. Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement,which shall remain in full force and effect,provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of this Agreement. M. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other Party. N. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D,Ch.32)(Federal Excise Tax Exemption Certificate of Registry No. 84-730123K)and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Grantee. Grantee shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to have in place in connection with this Agreement. O. Third Party Beneficiaries Except for the Parties' respective successors and assigns described in§20.A.,this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are Contract Number: I9-HAV-ZL-OOI21 Page 20 of 23 Version 1018 • CDOT-Aeronautics Division CDAG#: l8-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to this Agreement,and do not create any rights for such third parties. P. Waiver A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver,nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. Q. CORA Disclosure To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA. R. Standard and Manner of Performance Grantee shall perform its obligations under this Agreement in accordance with the degree of care, skill and diligence in the industry, trades or profession and in the sequence and manner set forth in this Grant. S. Licenses, Permits, and Other Authorizations. Grantee shall secure, prior to the Effective Date, and maintain at all times during the term of this Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or Subcontractor, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Agreement. 21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-1) These Special Provisions apply to all contracts except where noted in italics. A. CONTROLLER'S APPROVAL. §24-30-202(1), C.R.S. This Agreement shall not be valid until it has been approved by the Colorado State Controller or designee. B. FUND AVAILABILITY. §24-30-202(5.5),C.R.S. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. GOVERNMENTAL IMMUNITY. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S., or the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b). D. INDEPENDENT CONTRACTOR Grantee shall perform its duties hereunder as an independent contractor and not as an employee. Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State. Grantee and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State Contract Number: 19-HAV-ZL-00121 Page 21 of 23 Version 1015 • CDOT Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 shall not pay for or otherwise provide such coverage for Grantee or any of its agents or employees. Unemployment insurance benefits will be available to Grantee and its employees and agents only if such coverage is made available by Grantee or a third party. Grantee shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement.Grantee shall not have authorization,express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Grantee shall(i)provide and keep in force workers'compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii)be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Grantee shall strictly comply with all applicable federal and State laws,rules,and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the remainder of this Agreement, to the extent capable of execution. G. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Grantee hereby certifies and warrants that, during the term of this Agreement and any extensions, Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Grantee is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement. Grantee has no interest and shall not acquire any interest,direct or indirect,that would conflict in any manner or degree with the performance of Grantee's services and Grantee shall not employ any person having such known interests. Contract Number: 19-HAV-ZL-00121 Page 22 of 23 Version 1018 • CDOT--Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-UAV-ZL-00121 PO#:491001815 J. VENDOR OFFSET. §§24-30-202(1) and 24-30-202.4, C.R.S. [Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5),C.R.S.,the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et seq., C.R.S.; (iii)unpaid loans due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v)other unpaid debts owing to the State as a result of final agency determination or judicial action. K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101,et seq.,C.R.S. [Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services/Grantee certifies,warrants,and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E-Verify Program established under Pub. L. 104-208 or the State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Grantee shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a Subcontractor that fails to certify to Grantee that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Grantee (i) shall not use E-Verify Program or State program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed, (ii) shall notify the Subcontractor and the contracting State agency within 3 days if Grantee has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Agreement, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within 3 days of receiving the notice, and (iv) shall comply with reasonable requests made in the course of an investigation,undertaken pursuant to §8-17.5-102(5),C.R.S.,by the Colorado Department of Labor and Employment. If Grantee participates in the State program, Grantee shall deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Grantee has examined the legal work status of such employee, and shall comply with all of the other requirements of the State program. If Grantee fails to comply with any requirement of this provision or §§8-17.5-101 et seq., C.R.S., the contracting State agency, institution of higher education or political subdivision may terminate this Agreement for breach and, if so terminated, Grantee shall be liable for damages. L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S. Grantee, if a natural person 18 years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law,(ii)shall comply with the provisions of§§24-76.5-101 et seq.,C.R.S., and (iii) has produced one form of identification required by §24-76.5-103, C.R.S. prior to the Effective Date of this Agreement. Contract Number: 19-HAV-ZL-00121 Page 23 of23 Version 1018 CDOT Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 EXHIBIT A, DISCRETIONARY AVIATION GRANT APPLICATION CDOT D O Colorado Division of Aeronautics CO If Discretionary Aviation Grant Application INFORMATION'''' APPLICANT SPONSOR: AIRPORT: IDENTIFIER: City of Pueblo Pueblo Memorial Airport PUB PROJECT DIRECTOR: Ian Turner MAILING ADDRESS: EMAIL iturner@pueblo.us 31201 Bryan Circle ADDRESS: Pueblo, CO 81001 PHONE (719) 553-2744 NUMBER: TERMS 18-PUB-01 Execution Date: Expiration Date: June 30, 2021 a Funding Source Funding Amount State Aviation Grant: $85,803.00 Local Cash: $85,804.00 Local In-Kind: $0.00 Federal Aviation Grant: $3,260,528.00 Total Project Funding: $3,432,135.00 a� n eft ELEMENT STATE FUNDINfi LOCAL FUNDING FEDERAL FUNDING TOTAL DESCRIPTION A. Participate in Federally Funded Apron Rehabilitation $85,803.00 Up to $85,804.00 2.50 $3,260,528.00 95.00 $3,432,135.00 (Construct Islands) 2.50% and Lighting TOTALS $85,803.00 $85,804.00 $3,260,528.00 $3,432,135.00 Exhibit A Page 1 of 1 EXHIBIT B ORDINANCE NO. 9385 AN ORDINANCE APPROVING AND ACCEPTING GRANT AGREEMENT 18-PUB-01 BETWEEN THE STATE OF COLORADO, ACTING BY AND THROUGH THE COLORADO DEPARTMENT OF TRANSPORTATION, COLORADO AERONAUTICAL BOARD, DIVISION OF AERONAUTICS, AND THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND BUDGETING AND APPROPRIATING FUNDS IN THE AMOUNT OF $85,803 TO BE RECEIVED FROM THE STATE, INCREASING THE TOTAL AMOUNT IN THE REHAB PORTION OF AIRCRAFT APRON PROJECT NO. AP1801 TO $3,432,135, AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME WHEREAS, the General Assembly of the State of Colorado declared in Title 43 of the Colorado Revised Statutes, Article 10, 1991 in C.R.S. §43-10-101 (the Act) "...that there exists a need to promote the safe operations and accessibility of general aviation in this state; that improvements to general aviation transportation facilities will promote diversified economic development across the state; and that accessibility to airport facilities for residents of this state is crucial in the event of a medical or other type of emergency..."; and WHEREAS, the Act created the Colorado Aeronautical Board ("the Board") to establish policy and procedures for distribution of monies in the Aviation Fund and created the Division of Aeronautics ("the Division") to carry out the directives of the Board, including technical and planning assistance to airports and the administration of the state aviation system grant program (See C.R.S. §43-10-103 and C.R.S. §43-10-105 and C.R.S. §43-10-108.5 of the Act); and WHEREAS, any entity operating a public-accessible airport in the state may file an application for and be recipient of a grant to be used solely for aviation purposes. The Division is authorized to assist such airports as request assistance by means of a Resolution or Ordinance passed by the applicant's duly-authorized governing body, which understands that all funds shall be used exclusively for aviation purposes and that it will comply with all grant procedures and requirements as defined in the Division's Program and Procedures Manual, ("the Manual"); NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Grant Agreement CDAG #18-PUB-01 by and between the State of Colorado, acting by and through the Colorado Department of Transportation, Colorado Aeronautical Board, Division of Aeronautics, ("State") and the City of Pueblo, a Municipal Corporation, a true copy of which is attached hereto (the "Grant Agreement"), having been approved as to form by the City Attorney, is hereby accepted and approved. SECTION 2. The City Council of the City of Pueblo, as a duly authorized governing body of the grant applicant, hereby formally request assistance from the Colorado Aeronautical Board and the Division of Aeronautics ("Division") in the form of a state aviation system grant. The City of Pueblo states that such grant shall be used solely for aviation purposes, as determined by the State, and as generally described in the Application. The City of Pueblo understands that each airport operating entity that applies for and accepts a grant thereby makes a COMMITMENT: a) to keep the airport facility accessible to, and open to, the public during the entire useful life of the grant funded improvements/equipment; or b) to reimburse the Division for any unexpired useful life of the improvements/equipment, on a pro-rata basis. By signing the Grant Agreement, the City of Pueblo commits to keep open and accessible for public use all grant funded facilities, improvements and services for their useful life, as determined by the Division and as stated in the Grant Agreement. SECTION 3. The City of Pueblo hereby designates the Director of Aviation as the Project Director, as described in the Manual, and authorizes the Project Director to act in all matters relating to the work project proposed in the Application in its behalf. SECTION 4. The City of Pueblo has appropriated all funds that are currently required to be provided by the Applicant under the terms and conditions of the Grant Agreement. Any and all financial obligations of the City of Pueblo payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. SECTION 5. The City of Pueblo hereby accepts all guidelines, procedures, standards and requirements described in the Manual as applicable to the performance of the grant work and hereby approves the Grant Agreement submitted by the State, including all terms and conditions contained therein. SECTION 6. Funds in the amount of $85,803.00 from the Grant Agreement are hereby budgeted and appropriated to the Rehab Portion of Aircraft Apron Project No. AP1801. SECTION 7. Funding for the Rehab Portion of Aircraft Apron Project No. AP1801 is hereby increased to $3,432,135.00. SECTION 8. The President of City Council is hereby authorized to execute the Grant Agreement in the name and on behalf of the City of Pueblo, and the City Clerk is directed to attest same. SECTION 9. The officers and staff of the City are directed and authorized to perform any and all acts consistent with the intent of this Ordinance and the attached Grant Agreement to effectuate the transactions described therein. SECTION 10. This Ordinance shall become effective immediately upon final passage and approval. INTRODUCED November 26, 2018 BY: Ed Brown MEMBER OF CITY COUNCIL APPROVED: TENT OF CITY COUNCIL ATTESTED BY: ACTING,, CLERK Dep-+1 PASSED AND APPROVED: December 10, 2018 CDOT Aeronautics Division CDAG#: 18-PUB-01 ROUTING#: 19-HAV-ZL-00121 PO#:491001815 EXHIBIT C, SAMPLE OPTION LETTER State Agency Option Letter Number Colorado Department of Transportation,Colorado Insert the Option Number(e.g. "1" for the first option) Aeronautical Board,Division of Aeronautics Grantee Original Agreement Number City of Pueblo Insert CMS number or Other Contract Number of the Original Contract Current Agreement Maximum Amount Option Agreement Number Initial Funding Insert CMS number or Other Contract Number of this Option State: $0.00 Modifications Agreement Performance Beginning Date Option Letter 1 $0.00 The later of the Effective Date or Month Day,Year Option Letter 2 $0.00 Option Letter 3 $0.00 Current Agreement Expiration Date Option Letter 4 $0.00 Month Day,Year Modified Agreement Maximum $0.00 Amount 1. OPTIONS: A. Option to extend for an Extension Term and/or add additional funds. 2. REQUIRED PROVISIONS: A. For use with Option 1(A): In accordance with Section(s)Number of the Original Agreement referenced above, the State hereby exercises its option for an additional term,beginning Insert start date and ending on the current Agreement expiration date shown above,at the rates stated in the Original Agreement,as amended. B. For use with Options 1(A): In accordance with Section(s)Number of the Original Agreement referenced above, the State hereby exercises its option to Increase/Decrease the grant maximum amount for a change in services as stated in the Original Agreement,as amended. C. For use with all Option Letters:The Agreement Maximum Amount table on the Agreement's Signature and Cover Page is hereby deleted and replaced with the Current Agreement Maximum Amount table shown above and Exhibit A is hereby deleted and replaced with Exhibit A-#incorporated and attached hereto. 3. OPTION EFFECTIVE DATE: A. The effective date of this Option Letter is upon approval of the State Controller,whichever is later. In accordance with §24-30-202,C.R.S.,this Option is not STATE OF COLORADO valid until signed and dated below by the State Controller or John W. Hickenlooper,Governor an authorized delegate. Department of Transportation STATE CONTROLLER Robert Jaros,CPA, MBA,JD By: David R. Ulane,Aeronautics Division Director for Michael P. Lewis, Executive Director By: Department of Transportation Liliya Gershman,Accounting Controller Date: Option Effective Date: Exhibit C Page 1 of 1