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Docusign Envelope ID: B2E3CB28-321B-4F61-906C-2DA51CA6131C <br />Contract Number 25-HTD-ZL-00189 / 491003894 <br />H. "Effective Date" means the date on which this Agreement is approved and signed by the Colorado State <br />Controller or designee, as shown on the Signature Page for this Agreement. <br />I. "End of Term Extension" means the time period defined in §2.D. <br />J. "Exhibits" means the exhibits and attachments included with this Agreement as shown on the Cover Page <br />for this Agreement. <br />K. "Extension Term" means the time period defined in §2.C. <br />L. "Federal Award" means an award of Federal financial assistance or a cost -reimbursement contract, under <br />the Federal Acquisition Regulations or by a formula or block grant, by a Federal Awarding Agency to the <br />Recipient. "Federal Award" also means an agreement setting forth the terms and conditions of the Federal <br />Award. The term does not include payments to a Subrecipient or payments to an individual that is a <br />beneficiary of a Federal program. <br />M. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient. Federal <br />Highway Administration (FHWA) is the Federal Awarding Agency for the Federal Award which is the <br />subject of this Agreement. <br />N. "FHWA" means Federal Highway Administration. <br />O. "Goods" means any movable material acquired, produced, or delivered by Subrecipient as set forth in this <br />Agreement and shall include any movable material acquired, produced, or delivered by Subrecipient in <br />connection with the Services. <br />P. "Grant Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made <br />available for payment by the State under this Agreement. <br />Q. "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 Records regardless of where such information is located; (ii) unwanted disruption or <br />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 />R. "Initial Term" means the time period defined in §2.B. <br />S. "Matching Funds" (Local Funds, or Local Match) means the funds provided by Subrecipient as a match <br />required to receive the Grant Funds and includes in -kind contribution. <br />T. "Party" means the State or Subrecipient, and "Parties" means both the State and Subrecipient. <br />U. "PII" means personally identifiable information including, without limitation, any information maintained <br />by the State about an individual that can be used to distinguish or trace an individual's identity, such as name, <br />social security number, date and place of birth, mother's maiden name, or biometric records. PII includes, <br />but is not limited to, all information defined as personally identifiable information in §§24-72-501 and 24- <br />73-101, C.R.S. <br />V. "Recipient" means the State agency shown on the Signature and Cover Pages of this Agreement, for the <br />purposes of this Federal Award. <br />W. "Services" means the services to be performed by Subrecipient as set forth in this Agreement and shall <br />include any services to be rendered by Subrecipient in connection with the Goods. <br />X. "State Confidential Information" means any and all State Records not subject to disclosure under CORA. <br />State Confidential Information shall include but is not limited to PII and State personnel records not subject <br />to disclosure under CORA. State Confidential Information shall not include information or data concerning <br />individuals that is not deemed confidential but nevertheless belongs to the State, which has been <br />communicated, furnished, or disclosed by the State to Subrecipient which (i) is subject to disclosure pursuant <br />to CORA; (ii) is already known to Subrecipient without restrictions at the time of its disclosure to <br />Subrecipient; (iii) is or subsequently becomes publicly available without breach of any obligation owed by <br />Subrecipient to the State; (iv) is disclosed to Subrecipient, without confidentiality obligations, by a third party <br />who has the right to disclose such information; or (v) was independently developed without reliance on any <br />State Confidential Information. <br />Y. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller pursuant to §24- <br />30-202(13)(a), C.R.S. <br />Page 5 of 33 <br />