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DocuSign Envelope ID: 091 B214E-43C3-46BE-858E-7D244AE75A25
<br /> PO#:461001440
<br /> Routing 4:20-RA5-ZG-03104
<br /> 4. DEFINITIONS
<br /> The following terms shall be construed and interpreted as follows:
<br /> A. "Breach of Contract"means the failure of a Party to perform any of its obligations in accordance with this
<br /> Contract,in whole or in part or in a timely or satisfactory manner.The institution of proceedings under any
<br /> bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a
<br /> receiver or similar officer for Contractor or any of its property,which is not vacated or fully stayed within
<br /> 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or
<br /> suspended under §24-109-105, C.R.S. at any time during the term of this Contract,then such debarment or
<br /> suspension shall constitute a breach. See also Contract Section 12,"Default".
<br /> B. "Chief Procurement Officer" means the individual to whom the Chief Engineer has delegated his or her
<br /> authority pursuant to §43-1-110, C.R.S. to procure or supervise the procurement of all contracts for the
<br /> construction or maintenance of federal or state highways and mass transportation projects needed by the state.
<br /> C. "Contract"means this agreement between the State of Colorado through the Department of Transportation
<br /> and the Contractor setting forth the obligations of the Parties for the performance of the work and the basis
<br /> of payment. The Contract includes the invitation for bids,proposal,contract bonds,standard specifications,
<br /> special provisions,general and detailed plans,notice to proceed,contract modification orders,and authorized
<br /> extensions of time,all of which constitute one instrument.
<br /> D. "Contract Funds"means the funds that have been appropriated,designated,encumbered,or otherwise made
<br /> available for payment by the State under this Contract.
<br /> E. "Contract Maximum Amount"means the total not to exceed amount of the Contract identified by the State
<br /> for completing the project that includes the Contractor's bid proposal and required force account amounts
<br /> identified in the project special provisions.
<br /> F. "CORA"means the Colorado Open Records Act, §§24-72-200.1 et. seq.,C.R.S.
<br /> G. "Effective Date" means the date on which this Contract is approved and signed by the Colorado State
<br /> Controller or designee,as shown on the Signature and Cover Page for this Contract.If this Contract is for a
<br /> Major Information Technology Project, as defined in §24-37.5-102(2.6), C.R.S., then the Effective Date of
<br /> this Contract shall be the later of the date on which this Contract is approved and signed by the State's Chief
<br /> Information Officer or authorized delegate or the date on which this Contract is approved and signed by the
<br /> State Controller or authorized delegate,as shown on the Signature Page for this Contract.
<br /> H. "Exhibits" means the following exhibits attached to this Contract as shown on the Cover Page for this
<br /> Contract.
<br /> 1. "Encumbrance Amount"means the maximum amount of the State's financial obligation under the Contract
<br /> as of the effective date of this Contract.
<br /> J. "Extension Term"means the time period defined in§2.E.
<br /> K. "Incremental Encumbrance" means not all of the funds needed to pay for the performance of the entire
<br /> project authorized by this Contract will be encumbered, in advance, when the Contract is executed.
<br /> Encumbrance of funds will be done in phases for each State fiscal year period based on the Contract Fund
<br /> amounts identified in the Payment Schedule,with the first phase of funding encumbered upon execution of
<br /> the Contract and subsequent phases of funding encumbered by Option Letter.
<br /> L. "Incident" means any accidental or deliberate event that results in or constitutes an imminent threat of the
<br /> unauthorized access loss, disclosure, modification, disruption, or destruction of any communications or
<br /> information resources of the State, which are included as part of the Work, as described in §§24-37.5-401,
<br /> et. seq., C.R.S.Incidents include,without limitation,(i)successful attempts to gain unauthorized access to a
<br /> State system or State Information regardless of where such information is located;(ii)unwanted disruption
<br /> or denial of service;(iii)the unauthorized use of a State system for the processing or storage of data;or(iv)
<br /> changes to State system hardware, firmware, or software characteristics without the State's knowledge,
<br /> instruction,or consent.
<br /> M. "Initial Term"means the time period defined in§2.C.
<br /> N. "Materials"means all components required for use in the construction of the project.
<br /> O. "Option Letter"means the form identified as Exhibit G titled"Sample Option Letter"to the Contract that
<br /> the State uses to encumber additional funding under the Contract for current and future fiscal year project
<br /> work.
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