BOE For Board Use Only Date: jig?Idi? CONTRACT SUMMARY I (This form must accompany all contracts submitted to the Board of Examiners (BOE) for review and approval) I. DESCRIPTION OF CONTRACT 1. Contract Number: 15403 Legal Entity DELOITTE CONSULTING LLP Name: Agency Name: SILVER STATE HEALTH Contractor Name: DELOITTE CONSULTING LLP INSURANCE EXCHANGE Agency Code: 960 Address: 980 9TH ST STE 1800 Appropriation Unit: 1400-70 ls budget authority Yes City/State/Zip SACRAMENTO, CA 95814-2738 available?: If "No" please explain: Not Applicable Contact/Phone: 415/783-5374 Vendor No.: NV Business ID: NV20081436471 To what State Fiscal Year(s) will the contract be charged? 2014-2015 What is the source of funds that will be used to pay the contractor? Indicate the percentage of each funding source if the contractor will be paid by multiple funding sources. General Funds 0.00 Fees 0.00 Federal Funds 100.00 Bonds 0.00 Highway Funds 0.00 Other funding 0.00 2. Contract start date: 3. Effective upon Board of Yes or b. other effective date: NA Examiner's approval? Anticipated BOE meeting date 03/2014 Retroactive? No If "Yes". please explain lNot Applicable 3. Termination Date: 12/31/2014 MAR 1 2 2014 Contract term: 305 days 4. Type of contract: Contract DEPg??ig-g?ogiFEET? Contract description: Deloitte Consulting BUDGET 9W 3'9? 5. Purpose of contract: To conduct an assessment and evaluation of the Silver State Health Insurance Exchange's 305 (Business Operations Systems) functionality. During this analysis, the Contractor will evaluate to identify the gaps, issues, and risks as well as propose remediation steps. 6. NEW CONTRACT The maximum amount of the contract for the term of the contract is: $1,500,000.00 ll. JUSTIFICATION 7. What conditions require that this work be done? In March 2010, the Patient Protection and Affordable Care Act of 2010 (the PPACA) was enacted by Congress and signed into law by the President. The PPACA creates an opportunity to reform the health insurance marketplace in order to provide all Americans with quality, affordable health insurance coverage. The law mandates the creation of Health Benefit Exchanges that allow consumers to access and evaluate plans from commercial insurers and to apply for health subsidy programs Medicaid, the Children's Health Insurance Program (CHIP), and subsidized commercial health insurance) that best meet their needs through an online marketplace. The contract, is contingent upon mandates, requirements and funds of the PPACA, which may be changed, discontinued, or revoked at any time. 8. Explain why State employees in your agency or other State agencies are not able to do this work: [State employees are not quali?ed to do this work. 9. Were quotes or proposals solicited? No Was the solicitation (RFP) done by the Purchasing No Division? Contract 15403 Page 1 of 2 a. List the names of vendors that were solicited to submit proposals (include at least three): I Not Applicable b. Soliciation Waiver: Not Applicable 0. Why was this contractor chosen in preference to other? d. Last bid date: Anticipated re-bid date: 10. Does the contract contain any IT components? No Ill. OTHER INFORMATION 11. a. Is the contractor a current employee of the State of Nevada or will the contracted services be performed by a current employee of the State of Nevada? No b. Was the contractor formerly employed by the State of Nevada within the last 24 months or will the contracted services be performed by someone formerly employed by the State of Nevada within the last 24 months? No C. Is the contractor employed by any of Nevada's political subdivisions or by any other government? No if "Yes", please explain lNot Applicable 12. Has the contractor ever been engaged under contract by any State agency? No If "Yes", specify when and for which agency and indicate if the quality of service provided to the identi?ed agency has been veri?ed as satisfactory: I Not Applicable 13. Is the contractor currently involved in litigation with the State of Nevada? No If "Yes", please provide details of the litigation and facts supporting approval of the contract: I Not Applicable 14. The contractor is registered with the Nevada Secretary of State's Of?the Contractor Name the same as the legal Entity Name? Yes 16. a. Does the contractor have a current Nevada State Business License Yes 17. a. Is the legal entity active and in good standing with the Nevada Secretary of State's Of?ce? Yes 18. Agency Field Contract Monitor: 19. Contract Status: Contract Approvals: Approval Level User Signature Date Budget Account Approval scas1 03/05/2014 16:44:29 PM Division Approval sderouss 03/06/2014 14:30:08 PM Department Approval sderouss 03/06/2014 14:30:11 PM Contract Manager Approval sderouss 03/06/2014 14:30:14 PM Budget Analyst Approval Pending BOE Agenda Approval Pending BOE Final Approval Pending Contract 15403 Page 2 of 2 For Purchasing Use Only: RF Contract #15403 CONTRACT FOR SERVICES OF INDEPENDENT CONTRACTOR A Contract Between the State of Nevada Acting by and Through Its SILVER STATE HEALTH INSURANCE EXCHANGE 2310 S. Carson St., Suite 2 Carson City, NV 89701 Contact: Shawna DeRousse 775-687-9939 Fax: 775-687-9932 Email: sderoussegalexchan ge.nv.gov and Phone: Deloitte Consulting LLP (?Contractor?) 980 9th Street, Suite 1800 Sacramento, CA 95814 Contact: Debasis Saha 415-783-5374 Fax: 415-783-9881 Email: dsahagaldeloittecom Phone: WHEREAS, NRS 333.700 authorizes elective of?cers, heads of departments, boards, commissions or institutions 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. Revised: I REQUIRED APPROVAL. This Contract shall not become effective until and unless approved by the Nevada State Board of Examiners. DEFINITIONS. A. ?State? means the State of Nevada and any State agency identi?ed herein, its of?cers, employees and immune contractors as de?ned in NRS 41.0307. However, the governmental agency that is the contemplated recipient of the services to be performed under this Contract, to which Contractor shall be obligated to perform such Services, and which will have the exclusive right to enforce the terms of this Contract, shall be Silver State Health Insurance Exchange. The foregoing does not restrict or impair the right of the State of Nevada or its Attorney General to commence or defend an action on the Contract, either in the name of the State or the agency. ?Independent Contractor? means a person or entity that performs services and?or provides goods for the State under the terms and conditions set forth in this Contract. ?Fiscal Year? is de?ned as the period beginning July and ending June 30th of the following year. ?Current State Employee? means a person who is an employee of an agency of the State. ?Former State Employee? - preceding 24 months. means a person who was an employee of any agency of the State at any time within the CONTRACT TERM. This Contract shall be effective as noted below, unless sooner terminated by either party as speci?ed in Section 10, Contract Termination. Contract is subject to Board of Examiners? approval (anticipated to be March 11, 2014). Page I of]! Effective from: BOE Approval To: December 31, 2014 4. NOTICE. Unless otherwise speci?ed, termination shall not be effective until 30 calendar days after a party has served written notice of termination for default, or notice of termination without cause upon the other party. All notices or other communications required or permitted to be given under this Contract shall be in writing and shall be deemed to have been duly given if delivered personally in hand, by telephonic facsimile with simultaneous regular mail, or mailed certi?ed mail, return receipt requested, posted prepaid on the date posted, and addressed to the other party at the address speci?ed above. 5. INCORPORATED DOCUMENTS. The parties agree that the scope of work shall be speci?cally described. This Contract incorporates the following attachments in descending order of constructive precedence: ATTACHMENT AA: DELIVERABLE PAYMENT SCHEDULE ATTACHMENT BB: INSURANCE SCHEDULE ATTACHMENT CC: NEGOTIATED STATEMENT OF WORK A Contractor?s attachment shall not contradict or supersede any State speci?cations, terms or conditions without written evidence of mutual assent to such change appearing in this Contract. 6. CONSIDERATION. The parties agree that Contractor will provide the services speci?ed in Section 5, Incorporated Documents at a cost as noted below: Upon receipt of invoice for each completed and State accepted Total Contract or installments payable at: Deliverable as outlined in Attachment AA Deliverable Payment Schedule. Total Contract Not to Exceed: $1,500,000 (which includes: $1,500,000 for services; $0.00 for change orders). The State does not agree to reimburse Contractor for expenses unless otherwise speci?ed 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 speci?cally a part of this Contract and are limited only by their respective order of precedence and any limitations speci?ed. 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 ?scal year. All billings for dates of service prior to July 1 must be submitted to the State no later than the ?rst Friday in August of the same calendar year. A billing submitted after the third Friday in July, which forces the State to process the billing as a stale claim pursuant to NRS 353.097, will subject the Contractor to an administrative fee not to exceed one hundred dollars 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 the Contractor. However, Contractor?s failure to timely bill is not a breach under this Contract. Revised: 1011 Page 2 of 11 9. INSPECTION AUDIT. A. Books and Records. Contractor agrees to keep and maintain 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, suf?cient information to determine compliance with all State and federal regulations and statutes applicable to Contractor in its performance hereunder. Inspection Audit. Contractor agrees that the relevant books, records and documentation related to the work product shall be subject, at any reasonable time, to inspection, examination, review, audit, and copying at any of?ce or location of Contractor where such records may be found, upon reasonable written 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 Of?ce 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 Of?ce, the Of?ce of the InSpector General, or any of their authorized representatives. All subcontracts shall reflect requirements of this Section. Period of Retention. All books, records, reports, and statements relevant to this Contract must be retained a minimum three (3) years, and for ?ve (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 schedule or in progress for a period reasonably necessary to complete an audit and/or to complete any administrative and judicial litigation which may ensue. Limitations. Any records, contracts, books, documents, reports, and/or other materials made available by Contractor under this Section 9 (collectively ?Records?) are the proprietary Records of Contractor and may be redacted by Contractor to the extent necessary to protect any of its proprietary information unrelated to the purposes of this Section 9 and to avoid any unnecessary invasion of personal privacy. Moreover, the Records (including copies thereof) shall not be disclosed, in whole or in part, by any party conducting any inspection, examination, review, or audit pursuant to this Section 9, to any person or entity other than in furtherance of the purposes of this Section 9. 10. CONTRACT TERMINATION A. Termination Without Cause. This Contract may be terminated upon written notice by mutual consent of both B. Revised: 10 11 parties, or unilaterally by either party without cause. State Termination for Non-Appropriation. The continuation of this Contract beyond the current biennium is subject to and contingent upon suf?cient 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 related thereto (except for the State?s payment obligations under Section 10F below), effective immediately upon receipt of written notice (or any date specified therein) if for any reason for the contracting Agency?s funding from State and/or federal sources is not appropriated or is withdrawn, limited, or impaired. Cause Termination for Default or Breach. A breach may be declared with or without termination. This Contract may be terminated by either party upon written notice of breach to the other party as follows: 1) If Contractor breaches any of its obligations under the terms of this Contract; or 2) If the State breaches any of its obligations under this Contract and any such breach impair Contractor?s ability to perform; or 3) If any quid pro quo or gratuities in the form of money, services, entertainment, gi?s, or otherwise were offered or given by Contractor in violation of the law, or any agent or representative of Contractor acting on Contractor?s behalf, to any of?cer or employee of the State of Nevada with a view toward securing a contract or security favorable treatment with respect to awarding, extending, amending, or making any determination with respect to the performing of such contract; or 4) If Contractor has failed to disclose any material con?ict of interest relative to the performance of this Contract which it was required to disclose to the State. Page 3 off] ll. 12. 13. 14. Revised: 10. I I D. Time to Correct. Termination upon a declared breach may be exercised only after service of formal written notice as speci?ed in Section 4, Notice, and the subsequent failure of the breaching party within thirty (30) calendar days of receipt of that notice to remediate such breach. E. Other Termination: This Contract may be terminated by the State upon written notice to Contractor as follows: 1) If any state, county, city or federal license, authorization, waiver, permit, quali?cation or certi?cation required by statute, ordinance, law, or regulation to be held by Contractor to provide the services required by this Contract is for any reason denied, revoked, debarred, excluded, terminated, suspended, lapsed, or not renewed; or 2) If Contractor becomes insolvent, subject to receivership, or becomes voluntarily or involuntarily subject to the jurisdiction of the bankruptcy court. F. 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) Contractor shall account for and properly present to the State all claims for fees and expenses and the State shall pay those Services which are performed through the effective date of termination, in all material respects, in conformance with the terms of this Contract and otherwise not subject to set off under this Contract; 2) Contractor shall preserve, protect and deliver into State possession all Deliverables (as de?ned in Section 21), work-in-progress Deliverables (which shall be provided on an ?as-is? basis), and the proprietary information of the State in accordance with Section 21, State Ownership of Proprietary Information; 3) During the termination notice period, Contractor shall perform those wind down services set forth in the SOW. 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 as applicable and awarded under the law, to a prevailing party reasonable attorneys? fees and costs. It is speci?cally agreed that such reasonable attorneys? fees shall include without limitation one hundred and twenty-?ve dollars ($125.00) per hour for State-employed attorneys. The State may set off consideration against any unpaid obligation of Contractor to any State agency in accordance with NRS 3530190. LIMITED LIABILITY. The State will not waive and intends to assert available NRS chapter 41 liability limitations in all cases (except that such limitations shall not apply to claims in contract hereunder). Contract liability of both parties, their subcontractor/contractors, and each such party?s respective personnel, shall not be subject to punitive, consequential, special, indirect, incidental, or exemplary claims, liabilities, losses, damages, or expenses, (collectively, ?Damages?) relating to, or arising under, this Contract. Liquidated damages shall not apply unless otherwise speci?ed in the incorporated attachments. 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 ?scal year budget in existence at the time of the breach. Except in cases of Contractor?s recklessness or intentional torts, (ii) the ful?llment of Contractor?s indemni?cation obligations expressly set forth in this Contract, or the Contactor?s breach of this Contract resulting in the unauthorized disclosure of Protected Personal Information, Contractor?s, its subcontractors?Icontractors?, and each such party?s respective personnel?s, liability for all Damages for breach of contract, tort (including, without limitation, negligence) or other cause of action arising out of, or related to, this Contract shall not in aggregate exceed the greater of one million dollars or (ii) the amounts paid to Contractor by the State for the services speci?ed in Section 5, Incorporated Documents. FORCE MAJEURE. Neither party shall be deemed to be in violation of this Contract if it is prevented ?om performing any of its obligations hereunder due to strikes, failure of public transportation, civil or military authority, act of public enemy, accidents, ?res, explosions, or acts of God, including without limitation, earthquakes, ?oods, 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 perform in accordance with the terms of the Contract after the intervening cause ceases and the excused party has had a reasonable time to recover. INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall indemnify, hold harmless and defend, not excluding the State?s right to participate, the State ?'om and against all liability, claims, actions, damages, losses, and expenses, including, without limitation, reasonable attorneys? fees and costs attributable to claims of third parties for: bodily injury, death or damage to real or tangible personal property, to the extent caused by the negligent or willful acts or omissions of Contractor, its of?cers, employees and agents in the performance of its services hereunder; and infringement by the Deliverables provided hereunder of any US. patent or copyright or any unauthorized use of any trade secret, except to the extent that such infringement or unauthorized use arises from, or could have been avoided Page 4 of]! 15. Revised: 10'] 1 except for the State's modi?cation of the Deliverables or use thereof in a manner not contemplated by the SOW, (ii) the failure of the State to use any corrections or modi?cations made available by Contractor, information, materials, instructions or Speci?cations provided by or on behalf of the State, or (iv) the use of the Deliverables in combination with any product or data not provided by Contractor where such combination is not reasonably contemplated under the SOW. If a Deliverable, or any portion thereof, becomes or, in Contractor?s reasonable judgment, is likely to become the subject of a claim based upon infringement or unauthorized use, or if any Deliverables, or any portion thereof, are found by order of a court of competent jurisdiction to be such an infringement or unauthorized use, Contractor, at its option and expense, shall have the right to procure for the State the continued use of such Deliverable, replace such Deliverable with non-infringing work product, or modify such work product so it becomes non?infringing; provided that, if or is the option chosen by Contractor, the replacement or modi?ed Deliverable is capable of performing substantially the same function. The foregoing provisions of this paragraph concerning Contractor?s indemni?cation obligation for infringement (pursuant to clause above) constitute the sole and exclusive remedy of the State, and the sole and exclusive obligation of Contractor, relating to a claim that the Deliverables infringe any patent, copyright or other intellectual property right of a third party. As a condition to the foregoing indemnity obligations, the State shall provide Contractor with prompt notice of any claim for which indemni?cation shall be sought under this paragraph and shall cooperate in all reasonable respects with Contractor in connection with any such claim. Contractor shall be entitled to control the handling of any such claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing. INDEPENDENT CONTRACTOR. Contractor is associated with the State only for the purposes and to the extent speci?ed in this Contract, and in respect to performance of the contracted services pursuant to this Contract, Contractor is and shall be an independent contractor and, subject only to the terms of this Contract, shall have the sole right to supervise, manage, Operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract shall be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal-agent, or to otherwise create any liability for the State whatsoever with respect to the indebtedness, liabilities, and obligations of Contractor or any other party. Contractor shall be solely responsible for, and the State shall have no obligation with respect to: withholding of income taxes, FICA or any other taxes or fees; (2) industrial insurance coverage; (3) participation in any group insurance plans available to employees of the State; (4) participation or contributions by either Contractor or the State to the Public Employees Retirement System; (5) accumulation of vacation leave or sick leave; or (6) unemployment compensation coverage provided by the State. Contractor shall indemnify and hold State harmless from, and defend State against, any and all losses, damages, claims, costs, penalties, liabilities, and expenses attributable to claims of any Contractor?s employee that Contractor did not ful?ll any of its obligations under the preceding sentence. Neither Contractor nor its employees shall be considered employees, agents, or representatives of the State. The State and Contractor shall evaluate the nature of services and the term of the Contract negotiated in order to determine ?independent contractor? status, and shall monitor the work relationship throughout the term of the Contract to ensure that the independent contractor relationship remains as such. To assist in determining the appropriate status (employee or independent contractor), Contractor represents as follows: QUESTION INITIALS YES NO 1. Does the Contracting Agency have the right to require control of when, where and how the independent contractor is to work? 9S 2. Will the Contracting Agency be providing training to the independent contractor? 3. Will the Contracting Agency be furnishing the independent contractor with worker?s space, equipment, tools, supplies or travel expenses? (9/8 4. Are any of the workers who assist the independent contractor in performance of his/her duties employees of the State of Nevada? 95 5. Does the arrangement with the independent contractor contemplate continuing or recurring work (even if the services are seasonal, part- time, or of short duration)? 6. Will the State of Nevada incur an employment liability if the independent contractor is terminated for failure to perform? 7. Is the independent contractor restricted from offering his/her services to the general public while engaged in this work relationship with the Page 5 of]! QUESTION INITIALS YES ND State? 16. INSURANCE SCHEDULE. Unless expressly waived in writing by the State, Contractor, as an independent contractor and not an employee of the State, must carry policies of insurance and pay all taxes and fees incident hereunto. Policies shall meet the terms and conditions as speci?ed within this Contract along with the additional limits and provisions as described in Attachment BB, incorporated hereto by attachment. . The Contractor shall not commence work before: 1) Contractor has provided the required evidence of insurance to the Contracting Agency of the State, and 2) The State has approved the insurance certi?cates provided by the Contractor; which the State will do in a prompt and timely manner. Any failure of the State to timely approve shall not constitute a waiver of the condition. Maintaining insurance coverage in force through the duration of the Contract shall be a condition precedent to any payment considerations under this Contract. A. Insurance Coverage. The Contractor shall, at the Contractor?s sole expense, procure, maintain and keep in force for the duration of the Contract insurance conforming to the minimum limits as speci?ed in Attachment BB, incorporated hereto by attachment. Unless speci?cally stated herein or otherwise agreed to by the State, the required insurance shall be in effect prior to the commencement of work by the 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 and Contractor?s insurance policies shall apply on a primary basis with respect to Contractor?s activities under this Contract. 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 ten (10) business days of 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 evidenced by Contractor, the State of Nevada, its of?cers, employees and immune contractors as de?ned in NRS 41.0307 shall be included as additional insureds for liability arising from the Contract. 2) Waiver of Subrogation: With the exception of professional liability, each insurance policy shall provide for a waiver of subrogation against the State of Nevada, its of?cers, employees and immune contractors as de?ned in NRS 41.0307 for losses arising from work/materials/equipment performed or provided by or on behalf of the Contractor. 3) Cross Liabilig: All required commercial general and auto liability policies shall provide cross-liability coverage as would be achieved under the standard ISO separation of insureds clause. 4) Deductibles and Self-Insured Retentions: Insurance maintained by Contractor shall apply on a ?rst dollar basis without application of a deductible or self-insured retention unless otherwise speci?cally agreed to by the State. Such approval shall not relieve Contractor from the obligation to pay any deductible or self?insured retention. . 5) Policy Cancellation: Except for ten (10) days notice for non-payment of premiums, each certi?cate of insurance shall state that insurers will provide thirty (30) days prior written notice to the State of Nevada, c/o Contracting Agency, before the policy shall be canceled or non-renewed, and shall provide that notices required by this Section shall be sent by certi?ed mail to the address shown on page one (1) of this contract. Revised: 10 Page 6 of II 17. 18. 19. 20. Revised: 10 '1 1 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 AM. Best as 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) Certi?cate of Insurance: The Acord 25 Certi?cate 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 certi?cate must name the State of Nevada, its of?cers, employees and immune contractors as de?ned in NRS 41.0307 as the certi?cate holder. The certi?cate should be signed by a person authorized by the insurer to bind coverage on its behalf or be an authorized representative of the insurer. The State project/Contract number; description and Contract effective dates shall be noted on the certi?cate, and upon renewal of the policies listed, Contractor shall furnish the State with replacement certi?cates 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 (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 I 6 B, General Requirements. 3) Review and Approval: Documents speci?ed 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 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. COMPLIANCE WITH LEGAL OBLIGATIONS. Contractor shall procure and maintain, at its expense, for the duration of this Contact any State, county, city or federal license, authorization, waiver, permit quali?cation or certi?cation required by statute, ordinance, law, or regulation applicable to Contractor in order to provide the services required by this Contract. Contractor will be responsible to pay all taxes, assessments, fees, premiums, permits, and licenses required by law (except for any taxes on items purchased by Contractor on behalf of the State as a purchasing agent for the State, which responsibility for such taxes shall be borne by the State). Real property and personal property taxes are the responsibility of Contractor in accordance with NRS 361.157 and NRS 361.159. Contractor agrees to be responsible for payment of any such government obligations not paid by its subcontractors during performance of this Contract. The State may set-off against consideration due any delinquent government obligation in accordance with NRS 3530190. 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. 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. 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. The State hereby consents to Contractor subcontracting any portion of the services hereunder to any of the following af?liates of Contractor: Deloitte Touche LLP, Deloitte Consulting LLP, Deloitte Tax LLP and Deloitte Financial Advisory Services LLP. Page 7 of]! 21. 22. 23. 24. Revised: 10 11 STATE OWNERSHIP OF PROPRIETARY INFORMATION. a. As between Contractor and the State, any reports, histories, studies, tests, manuals, instructions, photographs, negatives, blue prints, plans, maps, data, system designs, computer code or any other documents or drawings, provided to Contractor (or its subcontractors) in the performance of its obligations under this Contract by the State shall be the exclusive property of the State and all such materials shall be delivered into State possession by Contractor upon completion, termination, or cancellation of this Contract. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than performance of Contractor?s obligations under this Contract without the prior written consent of the State. Notwithstanding the foregoing, the State shall have no proprietary interest in any materials licensed for use by the State that are subject to patent, trademark, or copyright protection. b. For purposes of this Contract ?Contractor Technology? means all works of authorship, materials, information and other intellectual property created prior to or independently of the performance of the Services, or created by Contractor or its subcontractors as a tool for their use in performing the Services, plus any modi?cations or enhancements thereto and derivative works based thereon; and (ii) ?Deliverables? means all works of authorship, materials information and other intellectual property that Contractor or its subcontractors create for delivery to the State as a result of the Services. c. Upon full and ?nal payment to Contractor for Services completed under this Contract, or as required by Section 10F, above, Contractor hereby assigns to the State all rights in and to the Deliverables, except to the extent they include any Contractor Technology; and (ii) grants to the State the right to use, for the State?s internal business purposes and for use by the State?s political subdivisions or local governments, any Contractor Technology included in the Deliverables in connection with its use of the Deliverables. To the extent any Contractor Technology provided to the State hereunder is a product (to the extent it constitutes merchandise within the meaning of Section 471 of the Internal Revenue Code), such Contractor Technology is licensed to the State by Contractor as agent for Deloitte Consulting Product Services LLC on the terms and conditions herein. The assignment and license grant in this paragraph do not apply to any works of authorship, materials, information and other intellectual property (including any modi?cations or enhancements thereto or derivative works based thereon) that is subject to a separate license agreement between the State and a third party. 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 con?dential by law or a common law balancing of interests. Contractor shall label speci?c parts of an individual document as a ?trade secret? or ?con?dential? in accordance with NRS 333.333. 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. CONFIDENTIALITY AND PRIVACY. Contractor shall keep con?dential all information, in whatever form, produced, prepared, observed or received by Contractor related to this Contract to the extent that such information is required to be maintained as con?dential by applicable law or regulation. Moreover, Contractor shall comply with all laws and regulations concerning the lawful use and disclosure of any personally-identi?able information that are applicable to Contractor in its performance of the services hereunder, including, as applicable, laws concerning ?Personal Information? as de?ned in NRS Chapter 603A, ?Protected Health Information? as de?ned in the Health Insurance Portability and Accountability Act of 1996 (Pub. L. 104-191, 110 Stat. 1936), or other personally-inde?nable information that is protected by law. If the State is required by applicable law to provide notice to any individual or governmental agency as a result of the unauthorized use or disclosure of personally-identi?able information while under Contractor?s control attributable to Contractor?s breach of the terms of this Section, Contractor will: reimburse the State for its reasonable costs in notifying any such affected individual or governmental agency; and (ii) if credit monitoring is an appropriate remedy given the circumstance of the unauthorized acquisition and the nature of the personally-identi?able information compromised, Contractor will bear the reasonable, out-of-pocket cost of providing to each such affected individual one (1) year of credit monitoring services from a nationally recognized supplier of such services; provided, however, that Consultant?s liability for the provision of such credit monitoring services shall not exceed an aggregate amount of one-million dollars The State shall notify Contractor of any unauthorized use or disclosure of personally-identi?able information that the State believes to be the responsibility of Contractor under the terms of the preceding sentence. Nothing in this paragraph shall relieve the Contractor of any applicable obligations imposed on it by federal, state or local laws pertaining to data collectors or possessors of protected personally-identi?able information. FEDERAL FUNDING. 1n the event federal funds are used for payment of all or part of this Contract, in connection with Contractor?s performance of the Services:: Page 8 of]! 25. 26. 27. 28. 29. 30. Revised: 10 11 A. Contractor certi?es, by signing this Contract, that neither it nor its principals are presently debarred, suspended, proposed for debannent, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency. This certi?cation is made pursuant to the regulations implementing Executive Order 12549, Debarrnent and Suspension, 28 C.F.R. pt 67, Section 67.510, as published as pt. VII of the May 26, 1988, Federal Register (pp. 19160-19211), and any relevant program-speci?c regulations. This provision shall be required of every subcontractor receiving any payment in whole or in part from federal funds. B. Contractor and its subcontractors shall comply with all terms, conditions, and requirements of the Americans with Disabilities Act of 1990 (PL 101-136), 42 U.S.C. 12101, as amended, and regulations adopted there under contained in 28 C.F.R. 26101-36999, inclusive, and any relevant program-speci?c regulations. C. Contractor and it subcontractors shall comply with the requirements of the Civil Rights Act of 1964, as amended, the Rehabilitation Act of 1973, PL 93-112, as amended, and any relevant program-speci?c 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.) 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 in?uence for any purpose the following: 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 of?cial; or C. Any of?cer or employee of any federal, State, county or local agency; legislature, commission, council or board. WARRANTIES. A. General Warranty. Contractor warrants that all services performed under this Contract shall be completed in a workmanlike manner consistent with standards in the trade, profession, or industry applicable to such work. B. THIS IS A SERVICES AGREEMENT. EXCEPT AS SET FORTH IN OR EXPRESSLY REFERENCED BY THIS SECTION 26, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PROPER AUTHORITY. The parties hereto represent 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 speci?ed 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. NOTIFICATION OF UTILIZATION OF CURRENT OR FORMER STATE EMPLOYEES. Contractor has disclosed to the State all persons that the Contractor will utilize to perform services under this Contract who, to its knowledge, are Current State Employees or Former State Employees. Contractor will not utilize any of its employees who are Current State Employees or who it knows to be Former State Employees to perform services under this Contract without ?rst notifying the Contracting Agency of the identify of such persons and the services that each such person will perform, and receiving from the Contracting Agency approval for the use of such persons. Contractor will make reasonable inquiry to comply with the disclosure requirements of this section. ASSIGNMENT OF ANTITRUST CLAIMS. Contractor and the State recognize that overcharges resulting from antitrust violations are an actual economic practice usually borne by the State. Therefore, Contractor hereby assigns to the State any and all claims for such overcharges as to goods and services purchased in connection with this Contract, except as to overcharges not passed on to the State resulting ?'om antitrust violations commencing after the date of the bid, quotation, or other event establishing the pricing and changes under this Contract. 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 con?ict-of-law that would require the application of the law of any other jurisdiction. The parties consent to the exclusive jurisdiction of the First Judicial District Court, Carson City, Nevada for enforcement of this Contract. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS Page 9 of]! 31. 32. 33. Revised: I 0- I 1 TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO THIS CONTRACT. ENTIRE CONTRACT AND MODIFICATION. This Contract and its integrated attachment(s) constitute the entire agreement of the parties and as such are intended to be the complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Unless an integrated attachment to this Contract speci?cally displays a mutual intent to amend a particular part of this Contract, general con?icts in language between any such attachment and this Contract shall be construed consistent with the terms of this Contract. Unless otherwise expressly authorized by the terms of this Contract, no modi?cation or amendment to this Contract shall be binding upon the parties unless the same is in writing and signed by the respective parties hereto and approved by the Office of the Attorney General and the State Board of Examiners. THIRD PARTY BENEFICIARIES. Nothing contained in this Contract is intended to confer upon any person other than the parties hereto any rights, bene?ts, or remedies. SURVIVAL. Those terms, rights and obligations contained in this Contract which are intended by their nature or by implication to survive this Contract, will survive the completion or termination of this Contract. Each of the provisions of this Agreement shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence) or otherwise Page 10 off] IN WITNESS WHEREOF, the parties hereto have caused this Contract to be signed and intend to be legally bound thereby. 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