Provider Application Response~4.pdf

DIRECT CLIENT SERVICE (DCS) CONTRACTS – INFORMATION FOR VENDORS

Revised: September 2026 Page 1 of 2 DCS Contracts Information for Vendors

This document is organized to make submission accessible and easy. It is organized as a form fill document in Adobe (WIN/Mac) and Preview (MAC). If preferred, this document may be downloaded, information hand-written in, then scanned and uploaded into NevadaEPro.

1. DIRECT CLIENT SERVICES (DCS) APPLICATION RESPONSE

1.1. PAGES 1-2, INFORMATION FOR VENDORS. These first pages can be used as a checklist for submission. Vendors are expected to return this entire packet, pages 3-19.

1.2. PAGES 3-7, STATE DOCUMENTS. These pages are to be filled out completely. Electronic signature is acceptable.

1.3. PAGES 8-9, SCOPE OF SERVICES. Vendor should mark one (1) or more high-level description(s) of services offered to State clients. Final verification of services and estimated value will be determined by the State. Failure to accurately mark selections on these pages can lead to extended review and processing times.

1.4. PAGES 10-18, STATE CONTRACT DOCUMENT

1.4.1. The information should auto fill on contract page 1. If it does not, information should reflect what was entered on Pages 3-7, State Documents.

1.4.2. Section 5, Incorporated Documents and Section 7, Consideration of the contract will be completed by the State.

1.4.3. Vendor must sign Independent Contractor’s Signature line on contract page 9 as part of submission. Electronic signature is acceptable. Failure to complete this step will lead to extended processing times.

1.5. PAGE 19, INSURANCE ATTESTATION. Vendor must complete and sign this page. Information will be used by the State in determining insurance requirements for the contract.

1.6. PAGES 20-22, INSURANCE SCHEDULE

1.6.1. These pages identify proposed insurance requirements for the contracted services.

1.6.2. Final Insurance Schedule incorporated in a contract may differ, based on review of Page 19, Insurance Attestation.

1.6.3. State Purchasing will maintain and track insurance compliance for DCS Contractors. Contractor should upload current proof of insurance that compliances with contract insurance schedule within 30 days of contract execution.

1.6.4. Contractor shall have 15 days upon renewal of insurance policies to upload via State Purchasing provided link.

2. CRITICAL ITEMS

2.1.1. SECRETARY OF STATE. Vendor shall possess a State of Nevada Business License prior to submission and shall maintain that license throughout the contract. Vendor must notify State Purchasing prior to any revisions/changes to the business filing with the Nevada Secretary of State.

2.2. STATE CONTROLLER. Vendor MUST COMPLETE vendor registration for payment with the State Controller’s Office prior to submission.

2.3. QUOTE SUBMISSION. Quote MUST HAVE at least one (1) “See Quote Attachments” box checked on the Quote Items tab in NevadaEPro. Vendor may skip entering anything on the Items tab to avoid errors.

2.4. LEGAL NAME

2.4.1. Vendor must submit quote and complete packet using the entity Legal Name as registered with the Secretary of State.

2.4.2. Contracts are issued one (1) per legal entity not per location of business or practice. Separate Taxpayer Identification

Numbers (TIN) or Social Security Numbers (SSN) are considered separate legal entities, but different locations or trade names are not.

2.4.3. Vendor may indicate one or more doing business as (DBA) or trade name(s) after the name of their legal entity. This is often a point of confusion with multiple location Group Home and Supported Living Arrangement services.

2.4.4. Example: Vendor GoodEyes Optometry has offices in Reno, Carson City, and Las Vegas. The office in Las Vegas goes by the name “GoodVision”, but ownership is maintained under the same business license and TIN. The vendor would only receive one contract for the Legal Name of “GoodEyes” “GoodVision” is considered an additional location, not a separate entity. Additional payment locations can be identified with the State Controller’s Office.

https://nevadaepro.com/ https://www.nvsilverflume.gov/ https://www.controller.nv.gov/vendor-services/electronic-vendor-registration/ https://controller.nv.gov/Buttons/ElectronicVendorReg/ https://nevadaepro.com/

DIRECT CLIENT SERVICE (DCS) CONTRACTS – INFORMATION FOR VENDORS

Revised: September 2026 Page 2 of 2 DCS Contracts Information for Vendors

3. CONTRACT USE INSTRUCTIONS AFTER AWARD

3.1. Once a vendor has a fully executed statewide contract (and are, therefore, a “Contractor”) a Master Blanket Purchaser Order (“Blanket”) is issued in NevadaEPro at https://nevadaepro.com/bso/ and the contractor is included on the statewide list, available for use by State agencies and local governments for Direct Client Services (DCS).

3.2. SERVICE AGREEMENT

3.2.1. All State and local governmental entities are authorized to utilize services off the statewide contract via a service agreement (sample attached) for Direct Client Services.

3.2.2. A using agency will utilize a service agreement to specifically identify the scope of services needed, the fee schedule identifying the amount that will be authorized for services or other deliverables, and any other requirements or relevant information outlining the relationship between the Contractor and the agency for providing DCS.

3.2.3. A separate service agreement, under the single statewide contract, is required for each agency or program that requires direct client services for their clients from a Contractor.

3.2.4. Contractor is responsible for reading and understanding terms of a service agreement.

3.3. PRE-AUTHORIZATION OF SERVICES. Agencies may have pre-authorization requirements. If so, pre-authorization forms and rules will be included in a service agreement. The State does not agree to reimburse a contractor for unauthorized services.

3.4. SERVICE AGREEMENT EXECUTION. A service agreement is not considered executed until it has been signed by all parties and a NevadaEPro Release Purchase Order number has been issued against the Blanket.

3.5. SERVICE AGREEMENT TERMINATION. A using agency or contractor may terminate a service agreement at any time, with appropriate notice as outlined in the service agreement, without affecting the statewide contract.

https://nevadaepro.com/bso/

Revised: September 2026 Page 1 of 1

VENDOR CERTIFICATIONS

Vendor agrees and shall comply with the following:

1. Any and all prices that may be charged under the terms of the contract do not and shall not violate any existing federal, State or municipal laws or regulations concerning discrimination and/or price fixing. The vendor agrees to indemnify, exonerate and hold the State harmless from liability for any such violation now and throughout the term of the contract.

2. All proposed capabilities can be demonstrated by the vendor.

3. The price(s) and amount of this proposal have been arrived at independently and without consultation, communication, agreement or disclosure with or to any other contractor, vendor or potential vendor.

4. All proposal terms, including prices, shall remain in effect for a minimum of 180 days after the proposal due date. In the case of the awarded vendor, all proposal terms, including prices, shall remain in effect throughout the contract negotiation process.

5. No attempt has been made at any time to induce any firm or person to refrain from proposing or to submit a proposal higher than this proposal, or to submit any intentionally high or noncompetitive proposal. All proposals shall be made in good faith and without collusion.

6. All conditions and provisions of this RFP are deemed to be accepted by the vendor and incorporated by reference in the proposal, except such conditions and provisions that the vendor expressly excludes in the proposal. Any exclusion shall be in writing and included in the proposal at the time of submission.

7. Each vendor shall disclose any existing or potential conflict of interest relative to the performance of the contractual services resulting from this RFP. Any such relationship that might be perceived or represented as a conflict shall be disclosed. By submitting a proposal in response to this RFP, vendors affirm that they have not given, nor intend to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant or any employee or representative of same, in connection with this procurement.

Any attempt to intentionally or unintentionally conceal or obfuscate a conflict of interest shall automatically result in the disqualification of a vendor’s proposal. An award shall not be made where a conflict of interest exists. The State shall determine whether a conflict of interest exists and whether it may reflect negatively on the State’s selection of a vendor. The State reserves the right to disqualify any vendor on the grounds of actual or apparent conflict of interest.

8. All employees assigned to the project are authorized to work in this country.

9. The company has a written equal opportunity policy that does not discriminate in employment practices with regard to race, color, national origin, physical condition, creed, religion, age, sex, marital status, sexual orientation, developmental disability or disability of another nature.

10. The company has a written policy regarding compliance for maintaining a drug-free workplace.

11. Vendor understands and acknowledges that the representations within their proposal are material and important and shall be relied on by the State in evaluation of the proposal. Any vendor misrepresentations shall be treated as fraudulent concealment from the State of the true facts relating to the proposal.

12. Vendor shall certify that any and all subcontractors comply with Sections 7, 8, 9, and 10, above.

The proposal shall be signed by the individual(s) legally authorized to bind the vendor per NRS 333.337.

Company Name:

Print Name:

Signature:

Date:

CONFIDENTIALITY AND CERTIFICATION OF INDEMNIFICATION

Submitted proposals, which are marked confidential in their entirety, or those in which a significant portion of the submitted proposal is marked confidential shall not be accepted by the State of Nevada. Pursuant to NRS 333.333, only proprietary information may be labeled a trade secret as defined in NRS 600A.030(5). All proposals are confidential until the contract is awarded; at which time, both successful and unsuccessful vendor proposals become public information.

In accordance with the submittal instructions of this RFP, vendors are requested to submit confidential information in separate files flagged as confidential in NevadaEPro.

The State shall not be responsible for any information contained within the proposal. If vendors do not comply with the labeling requirements, proposals shall be released as submitted. In the event a governing board acts as the final authority, there may be public discussion regarding the submitted proposals that shall be in an open meeting format, the proposals shall remain confidential.

By signing below, I understand it is my responsibility as the vendor to act in protection of the labeled information and agree to defend and indemnify the State of Nevada for honoring such designation. I duly realize failure to so act shall constitute a complete waiver, and all submitted information shall become public information; additionally, failure to label any information that is released by the State shall constitute a complete waiver of any and all claims for damages caused by the release of the information.

If this proposal contains Confidential Information, Trade Secrets and/or Proprietary information. Please initial the appropriate response in the boxes below and provide the justification for confidential status. Attached additional pages if necessary.

Proprietary Information Yes No

Justification for Confidential Status:

Company Name:

Signature:

Print Name:

CERTIFICATION REGARDING LOBBYING

Certification for Contracts, Grants, Loans, and Cooperative Agreements

The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or shall be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federally appropriated funds have been paid or shall be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure of Lobbying Activities,” in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all sub awards at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) and that all sub recipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Vendor Name:

Project Title: 99SWC-S4027 Direct Client Services

Print Name of Official Authorized to Sign Application:

Signature of Official Authorized to Sign Application:

VENDOR INFORMATION RESPONSE

Revised: April 2021 Page 1 of 2

Vendors shall complete and return this form.

1. VENDOR CONTACT INFORMATION

COMPANY NAME AND CONTACT INFORMATION:

The information provided in the table below shall be used for development of the contract, if awarded.

Requested Information Response

Company Name:

Company Street Address:

Company Contact Name:

City, State, Zip Code:

Telephone Number, including area code:

Toll Free Number, including area code:

Email Address:

2. VENDOR INFORMATION

Vendors shall provide an overall company profile in the following table:

Question Response

Company Name:

Ownership (sole proprietor, partnership, etc.):

State of Incorporation:

Date of Incorporation:

# of years in business:

Location of company headquarters, to include City and State:

VENDOR LICENSING

2.2.1 Please be advised: Pursuant to NRS 80.010, a corporation organized pursuant to the laws of another state shall register with the State of Nevada, Secretary of State’s Office as a foreign corporation before a contract can be executed between the State of Nevada and the awarded vendor, unless specifically exempted by NRS 80.015.

2.2.2 The selected vendor, prior to doing business in the State of Nevada, shall be appropriately licensed by the State of Nevada, Secretary of State’s Office pursuant to NRS 76. Information regarding the Nevada Business License can be located at http://nvsos.gov.

http://nvsos.gov/

Revised: April 2021 Page 2 of 2

Question Response

Nevada Business License Number:

Legal Entity Name:

Is the Legal Entity Name the same name as vendor is Doing Business As (DBA)? Yes No

If the answer is ‘No’, provide explanation below:

CURRENT OR FORMER EMPLOYEE

Question Response

Are you now or have you been within the last two (2) years an employee of the State of Nevada, or any of its agencies, departments, or divisions? Yes No

If ‘Yes’, please explain when the employee is planning to render services; i.e., while on annual leave, compensatory time, or on their own time?

2.3.1 If you employ (a) any person who is a current employee of an agency of the State of Nevada, or (b) any person who has been an employee of an agency of the State of Nevada within the past two (2) years, and if such person shall be performing or producing the services which you shall be contracted to provide under this contract, you shall disclose the identity of each such person in your response, and specify the services that each person shall be expected to perform.

3. NAME OF INDIVIDUAL AUTHORIZED TO BIND THE ORGANIZATION

Requested Information Response

Name:

Title:

SIGNATURE OF INDIVIDUAL AUTHORIZED TO BIND THE VENDOR

Individual shall be legally authorized to bind the vendor per NRS 333.337

Signature:

SCOPE OF SERVICE & ESTIMATED CONTRACT VALUE

Providers are to place a mark in each box for services they are licensed and or certified to provide.

The State of Nevada Purchasing Division will review the marked selections and determine the cumulative total of the contract based on selection and previous history with the state.

Providers are encouraged to select the best and closest match for the services they provide. For example, Equestrian based therapy could be appropriately identified as mental health and/or counseling services.

Service Descriptions Selection

Acute Medical Services Adult Daycare Services Applied Behavioral Analysis Services (ABA) Assisted Living Services Assistive Technology Services Audiology Services Autism Treatment Assistance Program Services (ATAP) Behavioral Supportive Services Case Management Services Community Based Living Arrangements (CBLA) Community Work Experience Programs Counseling and Related Services Customized Employment Services Dental Services Dietician-Nutrition Services Disabilities Support Services Early Intervention and Related Services Educational Tutoring and Education Support Services Emergency Shelter Care Services Employment Support Services Foster Care Services General Medicine Services Group Home Services Home Health Care and Related Services Home Modification Services Host Home and Homeless Youth Services Job Development Services Marriage and Family Therapy Services (LMFT) Medical Services (not otherwise listed) Mental Health Services Occupational Therapy Services

SCOPE OF SERVICE & ESTIMATED CONTRACT VALUE

Ophthalmology Services Optometry Services Pediatric Services Personal Care Services Personal Emergency Response Systems Physical Therapy and Related Services Pre-Employment and Related Services Prosthetics and Orthotics Services Psychiatry Services Psychology Services Radiology Services Rehabilitation Services Residential Provider Respite Care Services Safe-Housing Provider Services Senior Care Services Social Worker Services (LCSW) Speech Pathology, Therapy and Counseling Services Substance Abuse Counseling Services Supportive Living Arrangement Services (SLA) Supportive Services for the Blind and Visually impaired

CETS#

SOLICITATION# 99SWC-S4027

Form Provided by the Attorney General of the State of Nevada Effective 02/2017 – Reformatted: 03/2020 Page 1 of 9

CONTRACT FOR SERVICES OF INDEPENDENT CONTRACTOR

A Contract Between the State of Nevada

Acting by and Through its

Agency Name: Department of Administration, Purchasing Division

Address: 515 E. Musser St. Ste 300 City, State, Zip Code: Carson City, NV 89701 Contact: Sierra Biddle Phone: (775) 531-3323 Email: dcs@admin.nv.gov

Contractor Name:

Address:

City, State, Zip Code:

Contact:

Phone:

Fax:

Email:

WHEREAS, NRS 333.700 authorizes officers, departments, institutions, boards, commissions, and other agencies in the Executive Department of the State Government which derive their support from public money in whole or in part to engage, subject to the approval of the Board of Examiners (BOE), services of persons as independent contractors; and

WHEREAS, it is deemed that the service of Contractor is both necessary and in the best interests of the State of Nevada.

NOW, THEREFORE, in consideration of the aforesaid premises, the parties mutually agree as follows:

1. REQUIRED APPROVAL. This Contract shall not become effective until and unless approved by the Nevada State Board of Examiners.

2. DEFINITIONS.

A. “State” – means the State of Nevada and any State agency identified herein, its officers, employees and immune contractors as defined in NRS 41.0307.

B. “Contracting Agency” – means the State agency identified above.

C. “Contractor” – means the person or entity identified above that performs services and/or provides goods for the State under the terms and conditions set forth in this Contract.

D. “Fiscal Year” – means the period beginning July 1st and ending June 30th of the following year.

E. “Contract” – Unless the context otherwise requires, “Contract” means this document entitled Contract for Services of Independent Contractor and all Attachments or Incorporated Documents.

F. “Contract for Independent Contractor” – means this document entitled Contract for Services of Independent Contractor exclusive of any Attachments or Incorporated Documents.

mailto:dcs@admin.nv.gov

Form Provided by the Attorney General of the State of Nevada Effective 02/2017 – Reformatted: 03/2020 Page 2 of 9

3. CONTRACT TERM. This Contract shall be effective as noted below, unless sooner terminated by either party as specified in Section 10, Contract Termination. Contract is subject to Board of Examiners’ approval.

Effective from: Upon Board of Examiners Approval To: 11/30/2030

4. NOTICE. All communications, including notices, required or permitted to be given under this Contract shall be in writing and directed to the parties at the addresses stated above. Notices may be given: (i) by delivery in person; (ii) by a nationally recognized next day courier service, return receipt requested; or (iii) by certified mail, return receipt requested. If specifically requested by the party to be notified, valid notice may be given by facsimile transmission or electronic mail to the address(es) such party has specified in writing.

5. INCORPORATED DOCUMENTS. The parties agree that this Contract, inclusive of the following attachments, specifically describes the scope of work. This Contract incorporates the following attachments in descending order of constructive precedence:

ATTACHMENT AA: SCOPE OF SERVICES

ATTACHMENT BB: INSURANCE SCHEDULE

ATTACHMENT CC: STATE SOLICITATION 99SWC-S4027

ATTACHMENT DD: PROVIDER SUBMISSION

Any provision, term or condition of an Attachment that contradicts the terms of this Contract for Independent Contractor, or that would change the obligations of the State under this Contract for Independent Contractor, shall be void and unenforceable.

6. CONSIDERATION. The parties agree that Contractor will provide the services specified in Section 5, Incorporated Documents at a cost as noted below:

Total Contract or installments payable at: As invoiced by the Contractor and approved by the State, in accordance with an executed service agreement.

Total Contract Not to Exceed: $

The State does not agree to reimburse Contractor for expenses unless otherwise specified in the incorporated attachments. Any intervening end to a biennial appropriation period shall be deemed an automatic renewal (not changing the overall Contract term) or a termination as the result of legislative appropriation may require.

7. ASSENT. The parties agree that the terms and conditions listed on incorporated attachments of this Contract are also specifically a part of this Contract and are limited only by their respective order of precedence and any limitations specified.

8. BILLING SUBMISSION: TIMELINESS. The parties agree that timeliness of billing is of the essence to the Contract and recognize that the State is on a Fiscal Year. All billings for dates of service prior to July 1 must be submitted to the state no later than the first Friday in August of the same calendar year. A billing submitted after the first Friday in August, which forces the State to process the billing as a stale claim pursuant to NRS 353.097, will subject Contractor to an administrative fee not to exceed one hundred dollars ($100.00). The parties hereby agree this is a reasonable estimate of the additional costs to the state of processing the billing as a stale claim and that this amount will be deducted from the stale claim payment due to Contractor.

Form Provided by the Attorney General of the State of Nevada Effective 02/2017 – Reformatted: 03/2020 Page 3 of 9

9. INSPECTION & AUDIT.

A. Books and Records. Contractor agrees to keep and maintain under generally accepted accounting principles (GAAP) full, true and complete records, contracts, books, and documents as are necessary to fully disclose to the State or United States Government, or their authorized representatives, upon audits or reviews, sufficient information to determine compliance with all State and federal regulations and statutes.

B. Inspection & Audit. Contractor agrees that the relevant books, records (written, electronic, computer related or otherwise), including, without limitation, relevant accounting procedures and practices of Contractor or its subcontractors, financial statements and supporting documentation, and documentation related to the work product shall be subject, at any reasonable time, to inspection, examination, review, audit, and copying at any office or location of Contractor where such records may be found, with or without notice by the State Auditor, the relevant State agency or its contracted examiners, the department of Administration, Budget Division, the Nevada State Attorney General’s Office or its Fraud Control Units, the state Legislative Auditor, and with regard to any federal funding, the relevant federal agency, the Comptroller General, the General Accounting Office, the Office of the Inspector General, or any of their authorized representatives. All subcontracts shall reflect requirements of this Section.

C. Period of Retention. All books, records, reports, and statements relevant to this Contract must be retained a minimum three (3) years, and for five (5) years if any federal funds are used pursuant to the Contract. The retention period runs from the date of payment for the relevant goods or services by the state, or from the date of termination of the Contract, whichever is later. Retention time shall be extended when an audit is scheduled or in progress for a period reasonably necessary to complete an audit and/or to complete any administrative and judicial litigation which may ensue.

10. CONTRACT TERMINATION.

A. Termination Without Cause. Regardless of any terms to the contrary, this Contract may be terminated upon written notice by mutual consent of both parties. The State unilaterally may terminate this contract without cause by giving not less than thirty (30) days’ notice in the manner specified in Section 4, Notice. If this Contract is unilaterally terminated by the State, Contractor shall use its best efforts to minimize cost to the State and Contractor will not be paid for any cost that Contractor could have avoided.

B. State Termination for Non-Appropriation. The continuation of this Contract beyond the current biennium is subject to and contingent upon sufficient funds being appropriated, budgeted, and otherwise made available by the State Legislature and/or federal sources. The State may terminate this Contract, and Contractor waives any and all claims(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the contracting Agency’s funding from State and/or federal sources is not appropriated or is withdrawn, limited, or impaired.

C. Termination with Cause for Breach. A breach may be declared with or without termination. A notice of breach and termination shall specify the date of termination of the Contract, which shall not be sooner than the expiration of the Time to Correct, if applicable, allowed under subsection 10D. This Contract may be terminated by either party upon written notice of breach to the other party on the following grounds:

1) If Contractor fails to provide or satisfactorily perform any of the conditions, work, deliverables, goods, or services called for by this Contract within the time requirements specified in this Contract or within any granted extension of those time requirements; or

2) If any state, county, city, or federal license, authorization, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Contractor to provide the goods or services required by this Contract is for any reason denied, revoked, debarred, excluded, terminated, suspended, lapsed, or not renewed; or

3) If Contractor becomes insolvent, subject to receivership, or becomes voluntarily or involuntarily subject to the jurisdiction of the Bankruptcy Court; or

Form Provided by the Attorney General of the State of Nevada Effective 02/2017 – Reformatted: 03/2020 Page 4 of 9

4) If the State materially breaches any material duty under this Contract and any such breach impairs Contractor’s ability to perform; or

5) If it is found by the State that any quid pro quo or gratuities in the form of money, services, entertainment, gifts, or otherwise were offered or given by Contractor, or any agent or representative of Contractor, to any officer or employee of the State of Nevada with a view toward securing a contract or securing favorable treatment with respect to awarding, extending, amending, or making any determination with respect to the performing of such contract; or

6) If it is found by the State that Contractor has failed to disclose any material conflict of interest relative to the performance of this Contract.

D. Time to Correct. Unless the breach is not curable, or unless circumstances do not permit an opportunity to cure, termination upon declared breach may be exercised only after service of formal written notice as specified in Section 4, Notice, and the subsequent failure of the breaching party within fifteen (15) calendar days of receipt of that notice to provide evidence, satisfactory to the aggrieved party, showing that the declared breach has been corrected. Upon a notice of breach, the time to correct and the time for termination of the contract upon breach under subsection 10C, above, shall run concurrently, unless the notice expressly states otherwise.

E. Winding Up Affairs Upon Termination. In the event of termination of this Contract for any reason, the parties agree that the provisions of this Section survive termination:

1) The parties shall account for and properly present to each other all claims for fees and expenses and pay those which are undisputed and otherwise not subject to set off under this Contract. Neither party may withhold performance of winding up provisions solely based on nonpayment of fees or expenses accrued up to the time of termination;

2) Contractor shall satisfactorily complete work in progress at the agreed rate (or a pro rata basis if necessary) if so requested by the Contracting Agency;

3) Contractor shall execute any documents and take any actions necessary to effectuate an assignment of this Contract if so requested by the Contracting Agency;

4) Contractor shall preserve, protect and promptly deliver into State possession all proprietary information in accordance with Section 21, State Ownership of Proprietary Information.

11. REMEDIES. Except as otherwise provided for by law or this Contract, the rights and remedies of the parties shall not be exclusive and are in addition to any other rights and remedies provided by law or equity, including, without limitation, actual damages, and to a prevailing party reasonable attorneys’ fees and costs. For purposes of an award of attorneys’ fees to either party, the parties stipulate and agree that a reasonable hourly rate of attorneys’ fees shall be one hundred and fifty dollars ($150.00) per hour. The State may set off consideration against any unpaid obligation of Contractor to any State agency in accordance with NRS 353C.190. In the event that Contractor voluntarily or involuntarily becomes subject to the jurisdiction of the Bankruptcy Court, the State may set off consideration against any unpaid obligation of Contractor to the State or its agencies, to the extent allowed by bankruptcy law, without regard to whether the procedures of NRS 353C.190 have been utilized.

12. LIMITED LIABILITY. The State will not waive and intends to assert available NRS Chapter 41 liability limitations in all cases. Contract liability of both parties shall not be subject to punitive damages. Damages for any State breach shall never exceed the amount of funds appropriated for payment under this Contract, but not yet paid to Contractor, for the Fiscal Year budget in existence at the time of the breach. Contractor’s tort liability shall not be limited.

13. FORCE MAJEURE. Neither party shall be deemed to be in violation of this Contract if it is prevented from performing any of its obligations hereunder due to strikes, failure of public transportation, civil or military authority, act of public enemy, accidents, fires, explosions, or acts of God, including without limitation, earthquakes, floods, winds, or storms. In such an event the intervening cause must not be through the fault of the party asserting such an excuse, and the excused party is obligated to promptly perform in accordance with the terms of the Contract after the intervening cause ceases.

Form Provided by the Attorney General of the State of Nevada Effective 02/2017 – Reformatted: 03/2020 Page 5 of 9

14. INDEMNIFICATION AND DEFENSE. To the fullest extent permitted by law, Contractor shall indemnify, hold harmless and defend, not excluding the State’s right to participate, the State from and against all liability, claims, actions, damages, losses, and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising out of any breach of the obligations of Contractor under this contract, or any alleged negligent or willful acts or omissions of Contractor, its officers, employees and agents. Contractor’s obligation to indemnify the State shall apply in all cases except for claims arising solely from the State’s own negligence or willful misconduct. Contractor waives any rights of subrogation against the State. Contractor’s duty to defend begins when the State requests defense of any claim arising from this Contract.

15. REPRESENTATIONS REGARDING INDEPENDENT CONTRACTOR STATUS. Contractor represents that it is an independent contractor, as defined in NRS 333.700(2) and 616A.255, warrants that it will perform all work under this contract as an independent contractor, and warrants that the State of Nevada will not incur any employment liability by reason of this Contract or the work to be performed under this Contract. To the extent the State incurs any employment liability for the work under this Contract; Contractor will reimburse the State for that liability.

16. INSURANCE SCHEDULE. Unless expressly waived in writing by the State, Contractor must carry policies of insurance and pay all taxes and fees incident hereunto. Policies shall meet the terms and conditions as specified within this Contract along with the additional limits and provisions as described in Attachment BB, incorporated hereto by attachment. The State shall have no liability except as specifically provided in the Contract.

Contractor shall not commence work before Contractor has provided the required evidence of insurance to the Contracting Agency. The State’s approval of any changes to insurance coverage during the course of performance shall constitute an ongoing condition subsequent to this Contract. Any failure of the State to timely approve shall not constitute a waiver of the condition.

A. Insurance Coverage. Contractor shall, at Contractor’s sole expense, procure, maintain and keep in force for the duration of the Contract insurance conforming to the minimum limits as specified in Attachment BB, incorporated hereto by attachment. Unless specifically stated herein or otherwise agreed to by the State, the required insurance shall be in effect prior to the commencement of work by Contractor and shall continue in force as appropriate until:

1) Final acceptance by the State of the completion of this Contract; or

2) Such time as the insurance is no longer required by the State under the terms of this Contract; whichever occurs later.

Any insurance or self-insurance available to the State shall be in excess of and non-contributing with, any insurance required from Contractor. Contractor’s insurance policies shall apply on a primary basis. Until such time as the insurance is no longer required by the State, Contractor shall provide the State with renewal or replacement evidence of insurance no less than thirty (30) days before the expiration or replacement of the required insurance. If at any time during the period when insurance is required by the Contract, an insurer or surety shall fail to comply with the requirements of this Contract, as soon as Contractor has knowledge of any such failure, Contractor shall immediately notify the State and immediately replace such insurance or bond with an insurer meeting the requirements.

B. General Requirements.

1) Additional Insured: By endorsement to the general liability insurance policy, the State of Nevada, its officers, employees and immune contractors as defined in NRS 41.0307 shall be named as additional insureds for all liability arising from the Contract.

2) Waiver of Subrogation: Each insurance policy shall provide for a waiver of subrogation against the State of Nevada, its officers, employees and immune contractors as defined in NRS 41.0307 for losses arising from work/materials/equipment performed or provided by or on behalf of Contractor.

3) Cross Liability: All required liability policies shall provide cross-liability coverage as would be achieved under the standard ISO separation of insureds clause.

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4) Deductibles and Self-Insured Retentions: Insurance maintained by Contractor shall apply on a first dollar basis without application of a deductible or self-insured retention unless otherwise specifically agreed to by the State.

Such approval shall not relieve Contractor from the obligation to pay any deductible or self-insured retention.

Any deductible or self-insured retention shall not exceed fifty thousand dollars ($50,000.00) per occurrence, unless otherwise approved by the Risk Management Division.

5) Policy Cancellation: Except for ten (10) days notice for non-payment of premiums, each insurance policy shall be endorsed to state that without thirty (30) days prior written notice to the State of Nevada, c/o Contracting Agency, the policy shall not be canceled, non-renewed or coverage and/or limits reduced or materially altered, and shall provide that notices required by this Section shall be sent by certified mail to the address shown on page one (1) of this contract.

6) Approved Insurer: Each insurance policy shall be:

a) Issued by insurance companies authorized to do business in the State of Nevada or eligible surplus lines insurers acceptable to the State and having agents in Nevada upon whom service of process may be made; and

b) Currently rated by A.M. Best as “A-VII” or better.

C. Evidence of Insurance.

Prior to the start of any work, Contractor must provide the following documents to the contracting State agency:

1) Certificate of Insurance: The Acord 25 Certificate of Insurance form or a form substantially similar must be submitted to the State to evidence the insurance policies and coverages required of Contractor. The certificate must name the State of Nevada, its officers, employees and immune contractors as defined in NRS 41.0307 as the certificate holder. The certificate should be signed by a person authorized by the insurer to bind coverage on its behalf. The State project/Contract number; description and Contract effective dates shall be noted on the certificate, and upon renewal of the policies listed, Contractor shall furnish the State with replacement certificates as described within Section 16A, Insurance Coverage.

Mail all required insurance documents to the State Contracting Agency identified on Page one of the Contract.

2) Additional Insured Endorsement: An Additional Insured Endorsement (CG 20 10 11 85 or CG 20 26 11 85), signed by an authorized insurance company representative, must be submitted to the State to evidence the endorsement of the State as an additional insured per Section 16B, General Requirements.

3) Schedule of Underlying Insurance Policies: If Umbrella or Excess policy is evidenced to comply with minimum limits, a copy of the underlying Schedule from the Umbrella or Excess insurance policy may be required.

4) Review and Approval: Documents specified above must be submitted for review and approval by the State prior to the commencement of work by Contractor. Neither approval by the State nor failure to disapprove the insurance furnished by Contractor shall relieve Contractor of Contractor’s full responsibility to provide the insurance required by this Contract. Compliance with the insurance requirements of this Contract shall not limit the liability of Contractor or its subcontractors, employees or agents to the State or others, and shall be in additional to and not in lieu of any other remedy available to the State under this Contract or otherwise. The State reserves the right to request and review a copy of any required insurance policy or endorsement to assure compliance with these requirements.

17. COMPLIANCE WITH LEGAL OBLIGATIONS. Contractor shall procure and maintain for the duration of this Contract any state, county, city or federal license, authorization, waiver, permit qualification or certification required by statute, ordinance, law, or regulation to be held by Contractor to provide the goods or services required by this Contract.

Contractor shall provide proof of its compliance upon request of the Contracting Agency. Contractor will be responsible to pay all taxes, assessments, fees, premiums, permits, and licenses required by law. Real property and personal

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18. WAIVER OF BREACH. Failure to declare a breach or the actual waiver of any particular breach of the Contract or its material or nonmaterial terms by either party shall not operate as a waiver by such party of any of its rights or remedies as to any other breach.

19. SEVERABILITY. If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract shall be construed as if such provision did not exist and the non-enforceability of such provision shall not be held to render any other provision or provisions of this Contract unenforceable.

20. ASSIGNMENT/DELEGATION. To the extent that any assignment of any right under this Contract changes the duty of either party, increases the burden or risk involved, impairs the chances of obtaining the performance of this Contract, attempts to operate as a novation, or includes a waiver or abrogation of any defense to payment by State, such offending portion of the assignment shall be void, and shall be a breach of this Contract. Contractor shall neither assign, transfer nor delegate any rights, obligations nor duties under this Contract without the prior written consent of the State.

21. STATE OWNERSHIP OF PROPRIETARY INFORMATION. Any data or information provided by the State to Contractor and any documents or materials provided by the State to Contractor in the course of this Contract (“State Materials”) shall be and remain the exclusive property of the State and all such State Materials shall be delivered into State possession by Contractor upon completion, termination, or cancellation of this Contract.

22. PUBLIC RECORDS. Pursuant to NRS 239.010, information or documents received from Contractor may be open to public inspection and copying. The State has a legal obligation to disclose such information unless a particular record is made confidential by law or a common law balancing of interests. Contractor may label specific parts of an individual document as a “trade secret” or “confidential” in accordance with NRS 333.333, provided that Contractor thereby agrees to indemnify and defend the State for honoring such a designation. The failure to so label any document that is released by the State shall constitute a complete waiver of any and all claims for damages caused by any release of the records.

23. CONFIDENTIALITY. Contractor shall keep confidential all information, in whatever form, produced, prepared, observed or received by Contractor to the extent that such information is confidential by law or otherwise required by this Contract.

24. FEDERAL FUNDING. In the event federal funds are used for payment of all or part of this Contract, Contractor agrees to comply with all applicable federal laws, regulations and executive orders, including, without limitation the following:

A. Contractor certifies, by signing this Contract, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency. This certification is made pursuant to Executive Orders 12549 and 12689 and Federal Acquisition Regulation subpart 9.4, and any relevant program-specific regulations. This provision shall be required of every subcontractor receiving any payment in whole or in part from federal funds.

B. Contractor and its subcontracts shall comply with all terms, conditions, and requirements of the Americans with Disabilities Act of 1990 (P.L. 101-136), 42 U.S.C. 12101, as amended, and regulations adopted thereunder, including 28 C.F.R. Section 35, inclusive, and any relevant program-specific regulations.

C. Contractor and it subcontractors shall comply with the requirements of the Civil Rights Act of 1964 (P.L. 88-352), as amended, the Rehabilitation Act of 1973 (P.L. 93-112), as amended, and any relevant program-specific regulations, and shall not discriminate against any employee or offeror for employment because of race, national origin, creed, color, sex, religion, age, disability or handicap condition (including AIDS and AIDS-related conditions.)

25. LOBBYING. The parties agree, whether expressly prohibited by federal law, or otherwise, that no funding associated with this Contract will be used for any purpose associated with or related to lobbying or influencing or attempting to lobby or influence for any purpose the following:

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A. Any federal, state, county or local agency, legislature, commission, council or board;

B. Any federal, state, county or local legislator, commission member, council member, board member, or other elected official; or

C. Any officer or employee of any federal, state, county or local agency; legislature, commission, council or board.

26. GENERAL WARRANTY. Contractor warrants that all services, deliverables, and/or work products under this Contract shall be completed in a workmanlike manner consistent with standards in the trade, profession, or industry;

shall conform to or exceed the specifications set forth in the incorporated attachments; and shall be fit for ordinary use, of good quality, with no material defects.

27. PROPER AUTHORITY. The parties hereto represent and warrant that the person executing this Contract on behalf of each party has full power and authority to enter into this Contract. Contractor acknowledges that as required by statute or regulation this Contract is effective only after approval by the State Board of Examiners and only for the period of time specified in the Contract. Any services performed by Contractor before this Contract is effective or after it ceases to be effective are performed at the sole risk of Contractor.

28. DISCLOSURES REGARDING CURRENT OR FORMER STATE EMPLOYEES. For the purpose of State compliance with NRS 333.705, Contractor represents and warrants that if Contractor, or any employee of Contractor who will be performing services under this Contract, is a current employee of the State or was employed by the State within the preceding 24 months, Contractor has disclosed the identity of such persons, and the services that each such person will perform, to the Contracting Agency.

29. ASSIGNMENT OF ANTITRUST CLAIMS. Contractor irrevocably assigns to the State any claim for relief or cause of action which Contractor now has or which may accrue to Contractor in the future by reason of any violation of State of Nevada or federal antitrust laws in connection with any goods or services provided under this Contract.

30. GOVERNING LAW: JURISDICTION. This Contract and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of Nevada, without giving effect to any principle of conflict-of-law that would require the application of the law of any other jurisdiction. The parties consent to the exclusive jurisdiction of and venue in the First Judicial District Court, Carson City, Nevada for enforcement of this Contract, and consent to personal jurisdiction in such court for any action or proceeding arising out of this Contract.

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31. ENTIRE CONTRACT AND MODIFICATION.