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iii. If Contractor becomes insolvent, subject to receivership, or becomes voluntarily or involuntarily subject to the jurisdiction of the
<br />bankruptcy court; or
<br />iv. If the State materially breaches any material duty under this Contract and any such breach impairs Contractor's ability to per-
<br />form; orv.If it is found by the State that any quid pro quo or gratuities in the form of money, services, entertainment, gifts, or
<br />otherwise were offered or given by Contractor, or any agent or representative of Contractor, to any officer or employee of the State of
<br />Nevada with a view toward securing a contract or securing favorable treatment with respect to awarding, extending, amending, or
<br />making any determination with respect to the performing of such contract; or
<br />vi. If it is found by the State that Contractor has failed to disclose any material conflict of interest relative to .the performance of this
<br />Contract.
<br />d. Time to Correct. Termination upon a declared default or breach may be exercised only after service of formal written notice as
<br />specified in paragraph (4), and the subsequent failure of the defaulting party within 15 calendar days of receipt of that notice to provide
<br />evidence, satisfactory to the aggrieved party, showing that the declared default or breach has been corrected.
<br />e. Winding Up Affairs Upon Termination. In the event of termination of this Contract for any reason, the parties agree that the
<br />provisions of this paragraph survive termination:
<br />i. The parties shall account for and properly present to each other all claims for fees and expenses and pay those which are undisputed
<br />and otherwise not subject to set off under this Contract. Neither party may withhold performance of winding up provisions solely
<br />based on nonpayment of fees or expenses accrued up to the time of termination;
<br />iL Contractor shall satisfactorily complete work in progress at the agreed rate (or a pro rata basis if necessary) if so requested by the
<br />Contracting Agency;
<br />iii. Contractor shall execute any documents and take any actions necessary to effectuate an assignment of this Contract if so requested
<br />by the Contracting Agency,
<br />iv. Contractor shall preserve, protect and promptly deliver into State possession all proprietary information in accordance with
<br />paragraph (21).
<br />11. REMEDIES. Except as otherwise provided for by law or this Contract, the rights and remedies of the parties shall not be exclusive
<br />and are in addition to any other rights and remedies provided by law or equity, including, without limitation, actual damages, and to a
<br />prevailing party reasonable attorneys' fees and costs. It is specifically agreed that reasonable attorneys' fees shall include without limitation
<br />$125 per hour for State-employed attorneys. The State may set off consideration against any unpaid obligation of Contractor to any State
<br />agency in accordance with NRS 353C.190.
<br />12. LIIvIITED LIABILITY. The State will not waive and intends to assert available NRS chapter 41 liability limitations in all cases.
<br />Contract liability of both parties shall not be subject to punitive damages. Liquidated damages shall not apply unless otherwise specified in
<br />the incorporated attachments. Damages for any State breach shall never exceed the amount of funds appropriated for payment under this
<br />Contract, but not yet paid to Contractor, for the fiscal year budget in existence at the time of the breach. Damages for any Contractor
<br />breach shall not exceed 150% of the actual amount expended by the State. In no event shall Contractor be liable for losses, damages, or
<br />claims arising out of use or attempted use of 911 or E911 service, nor shall Contractor be liable for inability of users to access 911 or E911
<br />service. Not withstanding any limitation of paragraph 9, in no event shall either party be liable for any indirect, special, consequential or
<br />incidental damages, however caused, which are incurred by the other party and which arise out of any act or failure to act relating to this
<br />agreement, even if such party has been advised of the claim or potential claim or of the possibility of such damages, and in no event shall
<br />either party be liable to the other for punitive damages.
<br />13. FORCE MAJEURE. Neither party shall be deemed to be in violation of this Contract if it is prevented from performing any of its
<br />obligations hereunder due to strikes, failure of public transportation, civil or military authority, act of public enemy, accidents, fires,
<br />explosions, or acts of God, including, without limitation, earthquakes, floods, winds, or storms. In such an event the intervening cause
<br />must not be through the fault of the party asserting such an excuse, and the excused party is obligated to promptly perform in accordance
<br />with the terms of the Contract after the intervening cause ceases.
<br />14. INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall indemnify, hold harmless and defend, not excluding the
<br />State's right to participate, the State from and against all liability, claims, actions, damages, losses, and expenses, including, without
<br />limitation, reasonable attorneys' fees and costs, arising out of any alleged negligent or willful acts or omissions of Contractor, its officers,
<br />employees and agents.
<br />15. INDEPENDENT CONTRACTOR. Contractor is associated with the State only for the purposes and to the extent specified in this
<br />Contract, and in respect to performance of the contracted services pursuant to this Contract, Contractor is and shall be an independent
<br />contractor and, subject only to the terms of this Contract, shall have the sole right to supervise, manage, operate, control, and direct perfor-
<br />mance of the details incident to its duties under this Contract. Nothing contained in this Contract shall be deemed or construed to create a
<br />partnership or joint venture, to create relationships of an employer-employee or principal-agent, or to otherwise create any liability for the
<br />State whatsoever with respect to the indebtedness, liabilities, and obligations of Contractor or any other party. Contractor shall be solely
<br />responsible for, and the State shall have no obligation with respect to:, (1) withholding of income taxes, FICA or any other taxes or fees;
<br />(2) industrial insurance coverage; (3) participation in any group insurance plans available to employees of the State; (4) participation or
<br />contributions by either Contractor or the State to the Public Employees Retirement System; (5) accumulation of vacation leave or sick
<br />leave; or (6) unemployment compensation coverage provided by the State. Contractor shall indemnify and hold State harmless from, and
<br />defend State against, any and all
<br />Approved O5108102
<br />Revised 08103 Page 3 of'8
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<br />25K-23
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