S3538 Incorporated Attachments.pdf

STATE OF NEVADA

TERMS AND CONDITIONS FOR SERVICES

Revised: September 2021 Page 1 of 6 Terms and Conditions for Services

The information contained in this Attachment does not need to be returned with vendor’s proposal.

1. PROCUREMENT TERMS AND CONDITIONS

1.1. AUTHORITY. This procurement is being conducted in accordance with NRS Chapter 333 and NAC Chapter 333.

1.2. SINGLE POINT OF CONTACT

1.2.1. The single point of contact for this solicitation is identified on page 1.

1.2.2. Upon issuance of the solicitation, other employees and representatives of the agencies identified in the solicitation shall not answer questions or otherwise discuss the contents of the solicitation and/or attachments with any prospective vendors or their representatives.

1.2.3. Failure to observe this restriction may result in disqualification of any subsequent proposal per NAC 333.155(3).

1.2.4. This restriction does not preclude discussions between affected parties for the purpose of conducting business unrelated to this procurement.

1.3. WRITTEN QUESTIONS AND ANSWERS

1.3.1. All questions regarding this solicitation shall be submitted using the Bid Q&A feature in NevadaEPro by the deadline listed in the solicitation Timeline.

1.3.2. If questions and answers require a material change to the Bid Solicitation, an Amendment will be posted in NevadaEPro and vendors will receive email notification.

1.3.3. To access the Bid Q&A:

A. Log into your Seller account on NevadaEPro.

B. Click the ‘Bids” tab in the header.

C. Click ‘View’ under ‘Bid Q&A’ on the appropriate Bid in the ‘Open Bids’ section.

1.4. SOLICITATION TERMS AND CONDITIONS

1.4.1. The State reserves the right to reject any or all proposals received prior to contract award.

1.4.2. The State reserves the right to limit the Scope of Work prior to award, if deemed in the best interest of the State.

1.4.3. The State reserves the right to alter, amend, or modify any provisions of this solicitation, or to withdraw this solicitation, at any time prior to the award of a contract pursuant hereto, if it is in the best interest of the State to do so.

1.4.4. Proposals may be modified or withdrawn by written notice received prior to the proposal opening time. Withdrawals received after the proposal opening time shall not be considered except as authorized by NRS 333.350(3).

1.4.5. Submitted proposals become the property of the State, selection or rejection does not affect this right.

1.4.6. Proposals which appear unrealistic in the terms of technical commitments, lack of technical competence, or are indicative of failure to comprehend the complexity and risk of the project, may be rejected.

1.4.7. The State is not liable for any costs incurred by vendors prior to entering a formal contract.

1.4.8. Costs of developing the proposal or any other such expenses incurred by the vendor in responding to the solicitation, are entirely the responsibility of the vendor, and shall not be reimbursed in any manner by the State.

1.4.9. Any person who believes the solicitation contains irregularities, a lack of clarity, unnecessarily restrictive specifications, or unnecessary limits to competition shall notify the single point of contact, in writing, as soon as possible, so that corrective addenda may be furnished in a timely manner to all vendors if appropriate.

1.4.10. The State reserves the right to waive informalities and minor irregularities in proposals received.

1.4.11. The State shall not be obligated to accept the lowest priced proposal, however, shall make an award in the best interest of the State of Nevada after all factors have been evaluated.

1.4.12. The evaluation committee may solicit information from any available source concerning any aspect of a proposal and seek and review any other information deemed pertinent to the evaluation process.

1.4.13. The State reserves the right to reject any proposal based upon the vendor’s prior history with the State or with any other party, which documents, without limitation, unsatisfactory performance, adversarial or contentious demeanor, significant failure(s) to meet contract milestones or other contractual failures.

1.4.14. Clarification discussions may, at the State’s sole option, be conducted with vendors who submit proposals determined to be acceptable and competitive.

1.4.15. Vendors shall be accorded fair and equal treatment with respect to any opportunity for discussion and/or written revisions of proposals.

1.4.16. Revisions may be permitted after submissions and prior to award for the purpose of obtaining best and final offers.

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1.4.17. In conducting discussions, there shall be no disclosure of any information derived from proposals submitted by competing vendors.

1.4.18. Any modifications made to the original proposal during the best and final negotiations shall be included as part of the contract.

1.4.19. Proposals from employees of the State of Nevada shall be considered in as much as they do not conflict with the State Administrative Manual (SAM), NRS Chapter 281 and NRS Chapter 284.

1.4.20. The Administrator shall apply the preferences stated in NRS 333.290 and 333.410 to the extent applicable.

A. NRS 333.290 grants a preference to materials and supplies that can be supplied from a ‘charitable, reformatory or penal institution of the State’ that produces such goods or services through the labor of inmates.

B. NRS 333.410 grants a preference to commodities or services that institutions of the State are prepared to supply through the labor of inmates.

C. The Administrator reserves the right to secure these goods, materials or supplies from any such eligible institution, if they can be secured of equal quality and at prices not higher than those of the lowest acceptable bid received in response to this solicitation.

1.5. NOTICE OF INTENT TO AWARD

1.5.1. A Letter of Intent (LOI) shall be issued in accordance with NAC 333.170 notifying proposing vendors of the State’s intent to award a contract to a vendor, pending successful negotiations.

1.5.2. Negotiations shall be confidential and not subject to disclosure to competing vendors unless and until an agreement is reached.

1.5.3. All information remains confidential until the issuance of the formal Notice of Award (NOA).

1.5.4. If contract negotiations cannot be concluded successfully, the State upon written notice to all proposing vendors may negotiate a contract with the next highest scoring vendor or withdraw the solicitation.

1.6. NOTICE OF AWARD

1.6.1. A Notice of Award (NOA) shall be issued in accordance with NAC 333.170.

1.6.2. Proposing Vendors shall be notified via NevadaEPro a contract has been successfully negotiated, executed, and is awaiting approval of the Board of Examiners (BOE).

1.6.3. Any award is contingent upon the successful negotiation of final contract terms and upon approval of the BOE, when required.

1.6.4. Any non-confidential information becomes available upon written request.

1.6.5. Pursuant to NRS 333.370, the period in which a person who made an unsuccessful proposal may file a notice of appeal commences.

1.6.6. Any unsuccessful vendor may file an appeal in strict compliance with NRS 333.370 and NAC Chapter 333.

1.7. CONTRACT EXECUTION

1.7.1. The State reserves the right to negotiate final contract terms with any vendor selected per NAC 333.170.

1.7.2. The contract between the parties shall consist of the solicitation together with any modifications thereto, and the awarded vendor’s proposal, together with any modifications and clarifications thereto that are submitted at the request of the State during the evaluation and negotiation process. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence:

A. The final executed contract, any modifications, and clarifications to the awarded vendor’s proposal;

B. The solicitation and solicitation Amendments, if applicable; and C. The awarded vendor’s proposal.

1.7.3. Specific exceptions to this general rule may be noted in the final executed contract.

1.7.4. Pursuant to NRS 333.700, any contract resulting from this solicitation shall not be effective unless and until approved by the Nevada State Board of Examiners.

2. PROPOSAL TERMS AND CONDITIONS

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2.1. ONLINE BIDDING

2.1.1. Pursuant to NRS 333.313, NevadaEPro, located at https://NevadaEPro.com, is the State’s Online bidding system.

2.1.2. All official communication regarding this will be through NevadaEPro.

2.1.3. Vendors should check the NevadaEPro frequently matters affecting the solicitation prior to submitting a quote or proposal.

2.1.4. Vendor failure to periodically check for updates does not release vendor from requirements or information posted.

2.1.5. Failure to flag quote attachments as confidential in NevadaEPro that contain confidential information, trade secrets and/or proprietary information, shall constitute a complete waiver of any and all claims for damages caused by release of the information by the State.

2.2. ELECTRONIC QUOTE SUBMISSION

2.2.1. Vendors shall submit their quote or proposals by using ‘Create Quote’ via NevadaEPro, the State electronic procurement website, located at https://NevadaEPro.com.

2.2.2. Refer to Quote Instructions attachment in NevadaEPro for instructions on how to submit a Quote.

2.2.3. Vendors shall provide pricing directly in NevadaEPro, or select ‘See Quote Attachments’ as appropriate.

2.2.4. Quotes or proposals shall be submitted before the date and time specified on the General Tab of the Bid in NevadaEPro.

2.2.5. Vendors may submit their quote or proposal any time prior to the deadline stated in NevadaEPro.

2.2.6. If dates and times specified in this document and dates and times specified in NevadaEPro conflict, the dates and times in NevadaEPro shall prevail.

2.2.7. Quotes or proposals submitted as physical copies, email, or any submission method except NevadaEPro shall not be considered.

2.2.8. Vendor quote or proposal documents shall be uploaded as attachments to their NevadaEPro quote.

2.2.9. Only quotes or proposals submitted through NevadaEPro will be considered for award.

2.2.10. Quotes or proposals that are not submitted by the stated opening date and time shall not be accepted.

2.3. PROPOSAL FORMAT

2.3.1. For ease of evaluation, proposals shall be presented in a format that corresponds to and references sections outlined within the solicitation/attachments and shall be presented in the order listed in Submission Checklist.

2.3.2. Proposals are to be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this solicitation.

2.3.3. If a vendor changes any material language, vendor response may be deemed non-responsive per NRS 333.311.

2.4. PRICING

2.4.1. Prices offered by vendors in their proposals are an irrevocable offer for the term of the contract and any contract extensions.

2.4.2. The awarded vendor agrees to provide the purchased services at the costs, rates and fees as set forth in their proposal in response to this solicitation.

2.4.3. No other costs, rates or fees shall be payable to the awarded vendor for implementation of their proposal.

2.5. MATERIAL MISREPRESENTATION. Vendor understands and acknowledges that the representations made in its proposal are material and important and shall be relied on by the State in its evaluation of a proposal. Any misrepresentation by a vendor shall be treated as fraudulent concealment from the State of the true facts relating to the proposal.

2.6. PROPRIETARY INFORMATION/TRADE SECRETS

https://nevadaepro.com/ https://nevadaepro.com/ https://nevadaepro.com/

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2.6.1. As a potential contractor of a public entity, vendors are advised that full disclosure is required by law.

2.6.2. If complete responses cannot be provided without referencing proprietary information, such information shall be provided in a separate attachment, cross-referenced to the public attachments. Only proprietary information as defined in NRS 333.020(5) can be confidential.

2.6.3. Specific references made to the section, page, and paragraph where the proprietary information can be located shall be identified on Confidentiality and Certification of Indemnification.

2.6.4. Vendors are required to submit written documentation in accordance with Confidentiality and Certification of Indemnification justifying confidential status.

2.6.5. Not conforming to these requirements makes the proposal non-compliant and it will be rejected by the State.

2.7. PRODUCTS AND/OR ALTERNATES

2.7.1. Vendor shall not propose an alternative that would require the State to acquire hardware or software or change processes in order to function properly on the vendor system unless vendor included a clear description of such proposed alternatives and clearly mark any descriptive material to show the proposed alternative.

2.7.2. An acceptable alternative is one the State considers satisfactory in meeting the requirements of this solicitation.

2.7.3. The State, at its sole discretion, shall determine if the proposed alternative meets the intent of the original solicitation requirement.

3. PROJECT TERMS AND CONDITIONS

3.1. AWARD OF RELATED CONTRACTS

3.1.1. The State may undertake or award supplemental contracts for work related to this project or any portion thereof.

3.1.2. Contractor shall be bound to cooperate fully with such other contractors and the State in all cases.

3.1.3. All subcontractors shall be required to abide by this provision as a condition of the contract between the subcontractor and the prime contractor.

3.2. TRAVEL

3.2.1. If part of the contact, will follow the processes below.

3.2.2. All travel shall be approved in writing in advance by the State.

3.2.3. Requests for reimbursement of travel expenses shall be submitted on the State Claim for Travel Expense Form with original receipts for all expenses.

3.2.4. The travel expense form, with original signatures, shall be submitted with the vendor invoice.

3.2.5. Vendor shall be reimbursed travel expenses and per diem at the rates allowed for State employees at the time travel occurs.

3.2.6. The State is not responsible for payment of any premium, deductible or assessments on insurance policies purchased by vendor for a rental vehicle.

3.3. STATE OWNED PROPERTY. The awarded vendor shall be responsible for the proper custody and care of any State-owned property furnished by the State for use in connection with the performance of the contract and shall reimburse the State for any loss or damage.

3.4. INSPECTION/ACCEPTANCE/COMPLETION OF WORK

3.4.1. It is expressly understood and agreed all work done by the contractor shall be subject to inspection and acceptance by the State.

3.4.2. Any progress inspections and approval by the State of any item of work shall not forfeit the right of the State to require the correction of any faulty workmanship or material at any time during the course of the work and warranty period thereafter, although previously approved by oversight.

3.4.3. Nothing contained herein shall relieve the contractor of the responsibility for proper installation and maintenance of the work, materials and equipment required under the terms of the contract until all work has been completed and accepted by the State.

3.4.4. Prior to completion of all work, the contractor shall remove from the premises all equipment and materials belonging to the contractor.

3.4.5. Upon completion of the work, the contractor shall leave the site in a clean and neat condition satisfactory to the State.

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3.5. RIGHT TO PUBLISH

3.5.1. All requests for the publication or release of any information pertaining to this solicitation and any subsequent contract shall be in writing and sent to the head of the using agency or designee.

3.5.2. No announcement concerning the award of a contract due to this solicitation can be made without prior written approval of the head of the using agency or designee.

3.5.3. As a result of the selection of the contractor to supply the requested services, the State is neither endorsing nor suggesting the contractor is the best or only solution.

3.5.4. Contractor shall not use, in its external advertising, marketing programs, or other promotional efforts, any data, pictures or other representation of any State facility, except with the specific advance written authorization of the head of the using agency or designee.

3.5.5. Throughout the term of the contract, Contractor shall secure the written approval prior to the release of any information pertaining to work or activities covered by the contract.

3.6. PROTECTION OF SENSITIVE INFORMATION

3.6.1. Confidential personal data shall be encrypted.

3.6.2. Any electronic transmission of personal information shall comply with NRS 603A.215 (2 & 3).

3.6.3. Sensitive data shall be encrypted in all newly developed applications.

4. CONTRACT TERMS AND CONDITIONS

4.1. THIRD PARTY BENEFICIARIES

4.1.1. Using agencies as defined in NRS 333.020(10) and other public entities as defined in NRS 333.469 and 333.470 are intended third party beneficiaries of any contract resulting from this solicitation and may join or use any contract resulting from this solicitation subject to Nevada law.

4.1.2. Public entities in other states or jurisdictions may join or use any resulting contract from this solicitation subject to cooperative contracting laws in their respective state or jurisdiction.

4.1.3. The State is not liable for the obligations of any other entity which joins or uses any contract resulting from this solicitation.

4.2. FEDERAL CONTRACTS. Any person who requests or receives a Federal contract, grant, loan or cooperative agreement shall file with the using agency a certification that the person making the declaration has not made, and shall not make, any payment prohibited by subsection (a) of 31 U.S.C. 1352.

4.3. DISCRIMINATION

4.3.1. The State, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and federal Regulations, hereby notifies all bidders it will affirmatively ensure that for any contract entered into pursuant to this solicitation, all contractors will be afforded full opportunity to submit proposals and will not be discriminated against on the grounds of the owner’s race, color, national origin, sex, age, disability, income-level, or LEP in consideration for award.

4.3.2. Pursuant to NRS Chapter 613 in connection with the performance of work under this contract, the contractor agrees not to unlawfully discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, sexual orientation or age, including, without limitation, with regard to employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including, without limitation apprenticeship.

4.3.3. The contractor further agrees to insert this provision in all subcontracts, hereunder, except subcontracts for standard commercial supplies or raw materials.

4.4. ADMINISTRATIVE FEE

4.4.1. The State may implement an administrative fee of not more than 1% on contracts procured or negotiated by the Purchasing Division pursuant to NRS 333.450.

4.4.2. This fee may be assessed over the time of the contract period.

4.4.3. Vendors will be provided 30 days written notice before fees are assessed.

4.4.4. Fees shall be paid quarterly, 45 days after the close of the quarter, on all purchases under the contract.

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5. FINANCIAL TERMS AND CONDITIONS

5.1. TAX EXEMPT. The State shall not be liable for Federal, State, or Local excise taxes per NRS 372.325.

5.2. BILLING

5.2.1. The State does not issue payment prior to receipt of goods or services.

5.2.2. The vendor shall bill the State as outlined in the approved contract and/or payment schedule.

5.2.3. The State presently has a Procurement Card Program that participating State agencies may use to pay for some of their purchases.

A. Program is issued through a major financial institution and treated like any other major credit card.

B. Using agencies may desire to use the card as a method of payment.

C. No additional charges or fees shall be imposed for using the card.

D. Please indicate in Vendor Information Response if you will accept this method of payment.

5.2.4. Timeliness of Billing

A. The State is on a fiscal year calendar, running July 1 through June 30.

B. All billings for dates of service prior to July 1 shall be submitted to the State no later than the first Friday in August of the same year.

C. A billing submitted after the first Friday in August and processed as a stale claim pursuant to NRS 353.097, shall subject the contractor to an administrative fee not to exceed $100.00.

D. This is the estimate of the additional costs to the State for processing the billing as a stale claim and this amount shall be deducted from the stale claims’ payment due the contractor.

5.3. PAYMENT

5.3.1. Upon review and acceptance by the State, payments for invoices are normally made within 45 – 60 days of receipt, providing all required information, documents and/or attachments have been received.

5.3.2. Pursuant to NRS 227.185 and NRS 333.450, the State shall pay claims for supplies, materials, equipment and services purchased under the provisions of this solicitation electronically, unless determined by the State Controller that the electronic payment would cause the payee to suffer undue hardship or extreme inconvenience.

TERMS AND CONDITIONS FOR GOODS PURCHASES

Revised: September 2021 Page 1 of 3 Terms and Conditions for Goods Purchases

The information contained in this Attachment does not need to be returned with vendor’s proposal.

1. TERMS AND CONDITIONS FOR GOODS PURCHASES

1.1. TERMS

1.1.1. Goods. As defined in NRS 104.2105, and as specifically identified in this solicitation and includes, without limitation, supplies, materials, equipment, and commodities, as those terms are used in NRS Chapter 333.

1.1.2. Purchase Order. Buyer-generated document that authorizes a purchase transaction. It sets forth the descriptions, quantities, prices, discounts, payment terms, date of performance or shipment, other associated terms and conditions, and identifies a specific seller. When accepted by the seller, it becomes a contract binding on both parties; also called order.

1.1.3. Proprietary Information. Any trade secret or confidential business information that is contained in a Quote submitted on a particular Contract. See NRS 333.020(5) (a); NRS 333.333.

1.1.4. Public Record. All books and public records of a governmental entity, the contents of which are not otherwise declared by law to be confidential must be open to inspection by any person and may be fully copied or an abstract or memorandum may be prepared from those public books and public records. See NRS 333.333; NRS 600A.030(5).

1.1.5. Trade Secret. Information including, without limitation, a formula, pattern, compilation, program, device, method, technique, product, system, process, design, prototype, procedure, computer programming instruction or code that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by the public or any other person who can obtain commercial or economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

See NRS 600A.030(5).

1.2. EXPRESS WARRANTIES. For the period specified in the Contract/Purchase Order, Vendor warrants and represents each of the following with respect to any goods provided under the Contract/Purchase Order:

1.2.1. Fitness for Particular Purpose. The goods shall be fit and sufficient for the particular purpose set forth in the

Contract/Purchase Order.

1.2.2. Fitness for Ordinary Use. The goods shall be fit for the purpose for which goods of a like nature are ordinarily intended, it being understood that the purpose for the goods covered by the Contract/Purchase Order are ordinarily intended for use in general government administration and operations.

1.2.3. Merchantable, Good Quality, No Defects. The goods shall be merchantable, of good quality, and free from defects, whether patent or latent, in material and workmanship.

1.2.4. Conformity. The goods shall conform to the standards, specifications and descriptions set forth in the Contract/Purchase

Order. If Vendor has supplied a sample to the State, the goods delivered shall conform in all respects to the sample and shall be identified by the word "sample" and Vendor's name.

1.2.5. Uniformity. The goods shall be without variation, and shall be of uniform kind, quality, and quantity within each unit and among all units.

1.2.6. Packaging and Labels. The goods shall be contained, packaged, and labeled so as to satisfy all legal and commercial requirements applicable to use by a government agency, including without limitation, Occupational Safety and Health

Administration material safety data sheets and shall conform to all statements made on the label.

1.2.7. Full Warranty. The foregoing warranties are "full" warranties within the meaning of the Magnuson-Moss Warranty --

Federal Trade Commission Improvement Act, 15 U.S.C. 2301 et seq., and implementing regulations 16 C.F.R. pts. 700-

703, if applicable to this transaction.

1.2.8. Title. Vendor has exclusive title to the goods and shall pass title to the State free and clear of all liens, encumbrances, and security interests.

1.2.9. Infringement; Indemnity. Vendor warrants the purchase or use of the goods shall not infringe upon any United States or foreign patent, and Vendor shall indemnify the State against all judgments, decrees, costs, and expenses resulting from any alleged infringement and shall defend, upon written request of the State, at its own expense, any action which may be brought against the State, its vendees, lessees, licensees, or assignees, under any claim of patent infringement in the purchase or use of Vendor goods. If the State is enjoined from using such goods, Vendor shall re-purchase such goods from the State at the original purchase price. The State shall notify Vendor promptly in writing of any such suit. If the

State compromises or settles any such suit without the written consent of Vendor, Vendor shall be released from the obligations of this paragraph and from any liability to the State under any statute or other rule of law.

1.2.10. Usage of Trade; Course of Dealings; Implied Warranties. Vendor shall be bound by any implied warranty that, at the time of execution of the Contract/Purchase Order, prevails in the trade of government in the marketing area in and about the State of Nevada. Vendor shall also be bound by any other implied warranty arising through course of dealings between Vendor and the State from and after the execution of the Contract/Purchase Order. Vendor shall also be bound

Revised: September 2021 Page 2 of 3 Terms and Conditions for Goods Purchases by all warranties set forth in Nevada's Uniform Commercial Code (NRS Chapter 104) in effect on the date of issuance of the Contract/Purchase Order.

1.2.11. Warranties Cumulative. It is understood that warranties created by the Contract/Purchase Order, whether express or implied, as well as all warranties arising by operation of law that affect the rights of the parties, are cumulative and may be construed in a manner consistent with one another.

1.2.12. Priority of Warranties. If it is held by a court of competent jurisdiction that there is an irreconcilable conflict between or among any of the warranties set forth in the Contract/Purchase Order and any warranties implied by law, the parties agree that the specifications contained in the Contract/Purchase Order shall be deemed technical and mere language of description.

1.2.13. Beneficiaries of Warranties. Benefit of any warranty made in the Contract/Purchase Order shall be in favor of the State, any of its political subdivisions or agencies, employee or licensee thereof who uses the goods, and the benefit of any warranty shall apply to both personal injury and property damage.

1.3. COMPUTER WARRANTIES. If the goods include computer software and/or hardware, the following warranties shall apply in addition to the express warranties set forth above.

1.3.1. Software Warranty. Contractor/licensor warrants that for the period specified in the incorporated attachments:

A. Under normal use and service, the media on which the licensed software is delivered shall be free from defects in material and workmanship.

B. If the licensed product fails to meet the media warranty, and the State as licensee gives licensor written notice thereof during the applicable warranty period, licensor shall replace such media.

C. The licensed product shall meet licensor's published specifications therefore in effect on the effective date of the contract.

D. If the licensed product fails to meet the warranty and licensee gives licensor written notice thereof, licensor shall correct the failure, if licensee gives licensor detailed information regarding such failure.

E. However, licensor shall not be liable to licensee for the warranty provided herein if:

F. Unanticipated or unauthorized modifications are made to the licensed product by someone other than licensor, or

G. The media for the licensed product is subject to misuse or abuse.

1.3.2. Hardware Warranty

A. Contractor warrants that, under normal use and service, the computer hardware and spare parts purchased from contractor shall be free from defects in material and workmanship, and the computer hardware shall meet the contractor's then current published specifications, therefore.

B. If hardware warranted hereunder fails to meet the warranties herein and the State gives contractor written notice thereof during the applicable warranty period, contractor's sole obligation shall be to correct the failure by repair, replacement, or adjustment, as determined in contractor's sole discretion.

C. However, contractor shall not be liable hereunder if:

1. Unanticipated or unauthorized modifications are made to the computer hardware by someone other than contractor;

2. Attachments, features, or devices are employed on the computer hardware that are not supplied by contractor or not approved in writing by contractor, including, without limitation, other components of the State's systems; or

3. The computer hardware is subject to abuse or misuse.

1.4. DELIVERY, INSPECTION, ACCEPTANCE, TITLE, RISK OF LOSS. Vendor agrees to deliver the goods as indicated in the Contract/Purchase Order, and upon acceptance by the State, title to the goods shall pass to the State.

The State shall have the right to inspect the goods on arrival and within a commercially reasonable time. The State shall give notice to Vendor of any claim or damages on account of condition, quality, or grade of the goods, and shall specify the basis of the claim in detail. Acceptance of the goods described in the Contract/Purchase Order is not a waiver of

UCC revocation of acceptance rights or of any right of action that the State may have for breach of warranty or any other cause. Unless otherwise stated above, risk of loss from any casualty, regardless of the cause, shall be on Vendor until the goods have been accepted and title has passed to the State. If provided by Vendor, the State agrees to follow reasonable instructions regarding return of the goods.

1.5. NO ARRIVAL, NO SALE. The Contract/Purchase Order is subject to provisions of no arrival, no sale terms, but proof

Revised: September 2021 Page 3 of 3 Terms and Conditions for Goods Purchases of shipment shall be given by Vendor; each shipment to constitute a separate delivery. A variation of ten (10) days in time of shipment or delivery from that specified in the Contract/Purchase Order does not constitute a ground for rejection. The State may treat any deterioration of the goods as entitling the State to the rights resulting from a casualty to the identified goods without regard to whether there has been sufficient deterioration so that the goods no longer conform to the Contract/Purchase Order.

1.6. PRICE; TAXES. The price quoted is for the specified delivery, and, unless otherwise specified in the contract, is F.O.B.

to the delivery address specified above. Unless otherwise specified in the contract, the price does not include applicable federal or State sales, use, excise, processing or any similar taxes, or duty charges, which shall be paid by the State, or in lieu thereof, the State shall provide contractor with a tax exemption certificate acceptable to the applicable taxing authority.

1.7. ENERGY EFFICIENCY. In accordance with NRS 333.4611, the State of Nevada, Purchasing Division shall require the purchase of new appliances, equipment, lighting and other devices that use electricity, natural gas, propane or oil, have received the Energy Star label pursuant to the program established pursuant to 42 U.S.C. 6294a or its successor, or meet the requirements established pursuant to 48 C.F.R. 23.203. These standards do not apply insofar as: (a) No items in a given class have been evaluated to determine whether they are eligible to receive the Energy Star label or have been designated by the Federal Government to meet the requirements established pursuant to 48 C.F.R. 23.302 or

(b) The purchase of these items that have received the Energy Star label would not be cost-effective in an individual instance, comparing the cost of the items to the cost of the amount of energy that shall be saved over the useful life of the item.

FEDERAL LAWS AND AUTHORITIES

Revised: September 2021 Page 1 of 1 Federal Laws and Authorities

The information in this section does not need to be returned with the vendor’s proposal.

1. FEDERAL LAWS AND AUTHORITIES WITH WHICH THE AWARDED VENDOR SHALL BE

REQUIRED TO COMPLY, AS APPLICABLE.

1.1. Archeological and Historic Preservation Act of 1974, PL 93-291

1.2. Clean Air Act, 42 U.S.C. 7506(c)

1.3. Endangered Species Act 16 U.S.C. 1531, ET seq.

1.4. Executive Order 11593, Protection and Enhancement of the Cultural Environment

1.5. Executive Order 11988, Floodplain Management

1.6. Executive Order 11990, Protection of Wetlands

1.7. Farmland Protection Policy Act, 7 U.S.C. 4201 ET seq.

1.8. Fish and Wildlife Coordination Act, PL 85-624, as amended.

1.9. National Historic Preservation Act of 1966, PL 89-665, as amended.

1.10. Safe Drinking Water Act, Section 1424(e), PL 92-523, as amended.

1.11. Demonstration Cities and Metropolitan Development Act of 1966, PL 89-754, as amended.

1.12. Section 306 of the Clean Air Act and Section 508 of the Clean Water Act, including Executive Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants or Loans

1.13. Age Discrimination Act, PL 94-135

1.14. Civil Rights Act of 1964, PL 88-352

1.15. Section 13 of PL 92-500; Prohibition against sex discrimination under the Federal Water Pollution Control Act

1.16. Executive Order 11246, Equal Employment Opportunity

1.17. Executive Orders 11625 and 12138, Women’s and Minority Business Enterprise

1.18. Rehabilitation Act of 1973, PL 93, 112

1.19. Uniform Relocation and Real Property Acquisition Policies Act of 1970, PL 91-646

1.20. Executive Order 12549 – Debarment and Suspension

1.21. Davis-Bacon Act 40 U.S.C. 3141-3148

1.22. Contract Work Hours and Safety Standards Act 40 U.S.C. 3701-3708

1.23. Rights to Inventions Made Under a Contract or Agreement 37 CFR §401.2(a)

1.24. Byrd Anti-Lobbying Amendment 31 U.S.C. 1352

INSURANCE REQUIREMENTS:

Contractor and subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors.

The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this contract by the Contractor, his agents, representatives, employees or subcontractors and Contractor is free to purchase additional insurance as may be determined necessary.

A. MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor shall provide coverage with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a “following form” basis.

1. Commercial General Liability – Occurrence Form Policy shall include bodily injury, property damage and broad form contractual liability coverage.

• General Aggregate $2,000,000

• Products – Completed Operations Aggregate $1,000,000

• Personal and Advertising Injury $1,000,000

• Each Occurrence $1,000,000

a. The policy shall be endorsed to include the following additional insured language: "The State of Nevada shall be named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Contractor".

2. Automobile Liability Bodily Injury and Property Damage for any owned, hired, and non-owned vehicles used in the performance of this Contract.

Combined Single Limit (CSL) $1,000,000 a.

The policy shall be endorsed to include the following additional insured language: "The State of Nevada shall be named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Contractor, including automobiles owned, leased, hired or borrowed by the Contractor".

3. Worker's Compensation and Employers' Liability Workers' Compensation Statutory Employers' Liability

Each Accident $100,000 Disease – Each Employee $100,000 Disease – Policy Limit $500,000

a. Policy shall contain a waiver of subrogation against the State of Nevada.

b. This requirement shall not apply when a contractor or subcontractor is exempt under N.R.S., AND when such contractor or subcontractor executes the appropriate sole proprietor waiver form.

4. Professional Liability (Errors and Omissions Liability) The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract.

Each Claim $1,000,000

Annual Aggregate $2,000,000

a. In the event that the professional liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed.

B. ADDITIONAL INSURANCE REQUIREMENTS: The policies shall include, or be endorsed to include, the following provisions:

1. On insurance policies where the State of Nevada, Department of Administration, Purchasing Division, is named as an additional insured, the State of Nevada shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract.

2 The Contractor's insurance coverage shall be primary insurance and non-contributory with respect to all other available sources.

C. NOTICE OF CANCELLATION: Contractor shall for each insurance policy required by the insurance provisions of this Contract shall not be suspended, voided or canceled except after providing thirty

(30) days prior written notice been given to the State, except when cancellation is for non-payment of premium, then ten (10) days prior notice may be given. Such notice shall be sent directly to Melissa Starr at 515 E. Musser Street Room 300, Carson City, NV 89701. Should contractor fail to provide State timely notice, contractor will be considered in breach and subject to cure provisions set forth within this contract.

D. ACCEPTABILITY OF INSURERS: Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Nevada and with an “A.M. Best” rating of not less than A- VII. The State in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

E. VERIFICATION OF COVERAGE: Contractor shall furnish the State with certificates of insurance (ACORD form or equivalent approved by the State) as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.

All certificates and any required endorsements are to be received and approved by the State before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work under this Contract and remain in effect for the duration of the project.

Failure to maintain the insurance policies as required by this Contract or to provide evidence of renewal is a material breach of contract.

All certificates required by this Contract shall be sent directly to Melissa Starr at 515 E. Musser Street Room 300, Carson City, NV 89701. The State project/contract number and project description shall be noted on the certificate of insurance. The State reserves the right to require complete, certified copies of all insurance policies required by this Contract at any time.

F. SUBCONTRACTORS: Contractors’ certificate(s) shall include all subcontractors as additional insureds under its policies or Contractor shall furnish to the State separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above.

G. APPROVAL: Any modification or variation from the insurance requirements in this Contract shall be made by the Risk Management Division or the Attorney General’s Office, whose decision shall be final. Such action will not require a formal Contract amendment, but may be made by administrative action.