University of Nevada, Las Vegas - PURCHASING DEPARTMENT … · 2019. 12. 21. · purchasing department . business center south . nevada system of higher education (“nshe”), on

PURCHASING DEPARTMENT BUSINESS CENTER SOUTH

NEVADA SYSTEM OF HIGHER EDUCATION (“NSHE”), ON BEHALF OF THE UNIVERSITY OF NEVADA, LAS VEGAS (“UNLV”)

REQUEST FOR PROPOSAL 575-RB

FOR ON-SITE DENTAL LAB AND OFF CAMPUS SERVICES RELEASE DATE: Friday, August 2, 2013 MANDATORY PRE PROPOSAL MEETING Thursday, August 8, 2013 9:00 AM Local Time & LABORATORY TOUR School of Dental Medicine Library 1001 Shadow Lane, Building A Las Vegas, Nevada 89106 LAST DAY FOR QUESTIONS: Friday, August 16, 2013 5:00 PM Local Time LAST DAY FOR ADDENDA : Wednesday, August 21, 2013 5:00 PM Local Time OPENING DATE, TIME and LOCATION: Thursday, August 29, 2013 3:00 PM Local Time SUBMITTAL LOCATION: University of Nevada, Las Vegas 4505 Maryland Parkway Campus Services Building, Room 235 Las Vegas, NV 89154-1033 Sealed proposals, one (1) original and three (3) copies and one (1) electronic copy on CD or flash drive, and only one (1) Pricing Response Form (defined below) is required, subject to the terms, conditions, and scope of services herein stipulated and/or described herein, will be publicly opened as stated above (“Proposal(s)”). All Proposals must be received on or before this date and time to be considered. Proposals may be mailed or hand delivered to the address above. Please go to http://maps.unlv.edu/ to view a map of UNLV campus. If you should have any questions regarding this Request for Proposal, fax or e-mail your questions directly to the Purchasing Representative:

Randy Beck, Purchasing Analyst [email protected]

Phone: (702) 895-5986 Fax: (702) 895-3859 Companies wishing to do business with UNLV must first register as a supplier at the following website: https://supplierregistration.purchasing.unlv.edu/. If you need assistance or have questions please send your inquiries to [email protected].

UNLV RFP 575-RB

Page 2 of 33

TABLE OF CONTENTS SECTION A: Introduction 3

PAGE

SECTION B: Submission Instructions 6 SECTION C: General Terms and Conditions 11 SECTION D1: Scope of Work/Specifications On-Site Provider 18 SECTION D2: Scope of Work/Specifications Off-Site Provider 25 SECTION E1: Pricing Response Form On-Site Provider 30 SECTION E2: Pricing Response Form Off-Site Provider 33 SECTION F: RFP Response Form PDF Attached SECTION G: List of Subcontractors/Tier 2 Suppliers PDF Attached EXHIBIT A: Sample Certificate of Insurance EXHIBIT B: Sample Contract EXHIBIT C: Sample Lease Agreement EXHIBIT D: List of Existing Equipment Owned by UNLV/SDM

UNLV RFP 575-RB

Page 3 of 33

SECTION A

INTRODUCTION

1.

PURPOSE OF REQUEST

UNLV invites interested parties to submit a Proposal to provide In-House Dental Laboratory Services and/or off-site services for the School of Dental Medicine (SDM). The intent is to have an on-site laboratory technician, employed by a Proposer, who will provide limited on site services and a vendor (s) to coordinate a complete line of off-site services. This would allow the SDM to have sufficient resources for the necessary services. The Proposers will be expected to provide procedures such as, but not limited to: A. Fixed Prosthodontics

1) Glazing or re-glazing porcelain 2) Adding contacts to porcelain or gold appliances 3) Assistance in shade taking or shade alterations 4) Soldering of dental appliances 5) Model work

B. Removable Prosthodontics

1) Waxing up of full or partial dentures 2) Denture and partial denture repair 3) Denture and partial denture relines 4) Fabrication of provisional appliances 5) Model work

The on-site and off-site Proposer’s will also be expected to provide a complete line of removable and permanent prosthetics laboratory services. UNLV will provide, for a leasing fee, a dental laboratory space of approximately 600 square feet, equipped with some existing equipment and laboratory furniture previously purchased by the School. The on-site Proposer will supply all additional equipment, supplies, personnel and support necessary to operate an efficient dental laboratory for the school. At the conclusion of the contract, the Proposer will return all equipment and laboratory furniture in the condition received at contract inception. Allowance shall be made for normal wear associated with the conduct of business. The resulting contracts will be for one on-site provider and multiple off-site providers to ensure that SDM has adequate sources for the necessary services. A Proposer can submit for one or both services. If multiple proposals are submitted they need to be in separate envelopes and clearly marked indicating the proposed service.

2.

UNIVERSITY OF NEVADA, LAS VEGAS

UNLV is located in the city of Las Vegas and is emerging as a premier urban university. UNLV currently has over 220 undergraduate, masters, and doctoral degree granting programs and serves approximately 28,000 students. Additionally, there are approximately 3,000 faculty and staff. The University’s 340-acre campus is located in the southeast part of the City, near the McCarran International Airport and the Las Vegas Strip.

UNLV RFP 575-RB

Page 4 of 33

3.

TERMINOLOGY

RFP The term “RFP” as used throughout this document will mean Request for Proposal.

PROPOSER “Proposer(s)” as used throughout this RFP document will mean

the respondent(s) to this Request for Proposal or you, as applicable.

CONTRACTOR Successful Proposer(s) CONTRACT DOCUMENTS The Request for Proposal documents, Proposer's Proposal and

any mutually agreed upon written modifications CONTRACT “Contract” is the final agreement with the Contractor. DIRECTOR The term “Director” as used throughout this document will mean

the University of Nevada, Las Vegas Director of Purchasing and Contracts.

REQUEST Request for Proposal, RFP RFP RESPONSE FORM Proposer form submitted in Section F by an authorized

representative for the Company named on said form, acknowledging that he/she/it has examined this RFP including any related documents, and hereby offers to furnish all labor, materials, tools, supplies, equipment and services necessary to comply with the specifications, terms and conditions set forth herein and at the prices stated.

PRICING RESPONSE FORM Proposer form submitted in Section E providing the proposed

pricing for the requested services outline within this RFP. GENERAL TERMS By submitting a Proposal, you and all respondents (as applicable), AND CONDITIONS acknowledge and agree with the terms and conditions upon which

the Proposals will be evaluated, and the Contract awarded as set forth in Section C.

CONTRACT TERMS Included in this RFP is a sample contract outlining terms and

conditions which shall be included in the final Contract with the Contractor. All UNLV contracts are subject to existing contracts (and any replacement contracts thereof).

UNLV University of Nevada, Las Vegas

NSHE The Nevada System of Higher Education. NSHE is Nevada’s

public higher education system. It is comprised of four community colleges, one state college, two universities and one research institute.

BOARD OF REGENTS The elective body that has been vested by the Constitution of the

State of Nevada to have exclusive control and administration of

UNLV RFP 575-RB

Page 5 of 33

NSHE. The Board of Regents is the contracting party for any NSHE contract. The Board of Regents acts on behalf of UNLV.

SDM School of Dental Medicine

COMPANY(IES) “Company” shall mean the legal entity of the applicable

Proposer, whether a sole proprietorship, corporation, LLC, Partnership, or other legal entity, and any person(s) acting on behalf of such entity.

UNLV RFP 575-RB

Page 6 of 33

SECTION B

SUBMISSION INSTRUCTIONS

UNLV invites the submission of Proposals on the material and/or services specified within this RFP. Please read carefully all instructions, introduction, general terms and conditions, Purchase Order terms and conditions, scope of work and/or specifications, Pricing Response Form, RFP Response Form, sample insurance form, and sample Contract, if applicable. Failure to comply with the instructions, terms and conditions, scope of work and/or specifications, of this RFP may result in your Proposal being declared non-responsive. 1.

PREPARATION AND SUBMISSION

a) The Proposer is expected to examine the entire RFP including any attachments. Failure to do so will be at the Proposer’s risk. Proposer can submit proposals for one or both services being requested. A contract will be awarded for an on-site provider and multiple contracts for additional off-site providers, based on what is in the best interest of UNLV.

b) If it becomes necessary to revise any part of this RFP, a written addendum will be provided to all

Proposers. UNLV is not bound by any oral representations, clarifications, or changes made in the written specifications by UNLV employees, unless such clarification or change is provided to proposers in written addendum form from the Purchasing Department. All addenda must be acknowledged on the RFP Response Form. Proposal may be considered non-responsive in the event Addenda are not acknowledged.

c) The Proposal submitted should not exceed 40 pages and should be concise and to the point.

Other attachments may be included with no guarantee of review.

d) All Proposals shall be typed in a font no smaller than 10 points on 8 ½” x 11” paper bound with tabbed dividers labeled by section to correspond with the evaluation information requested.

e) If applicable, prices are to be submitted on the Pricing Response Form provided or true

copies thereof and must be manually signed by pen. If any erasures or changes appear on the form, each such correction must be initialed by the person signing the Proposal. Proposers shall include with their forms the necessary documents or attachments as required in this RFP document. All figures must be written in ink or typewritten. If there are discrepancies between unit prices quoted and extensions, the unit price will prevail.

f) Proposals along with all required documents as described in this RFP must be sealed and

submitted in an envelope with the response form and MUST indicate the name of the Proposer, RFP number, title as listed on the first page of the RFP, and date and time of opening on the outside of the envelope. Telegraph, facsimile, email or telephone Proposals will not be considered. Pricing MUST be submitted in a separate sealed envelope.

g) The Proposer should submit the required number of responses as indicated on the first page of

this RFP. The name of the Proposer’s Company shall be indicated on the spine and/or cover of each binder submitted.

h) No responsibility will attach to UNLV or any official, regent, or employee thereof, for the pre-

opening of, post-opening of, or the failure to open, a Proposal not properly addressed and identified.

i) Alterations, modifications or variations may not be considered unless authorized by this RFP or by

an addendum.

UNLV RFP 575-RB

Page 7 of 33

j) When not otherwise specified, Proposer must definitely state time of proposed delivery. Days must be calculated in consecutive calendar days.

k) All equipment or supplies shall be new, and of the manufacturer’s current model unless specified

herein.

l) Any irregularities or lack of clarity in the RFP should be brought to the attention of the Purchasing Department, as soon as possible so an addendum may be furnished to all Proposers.

Any clarification of instructions, terms and conditions, insurance or offer preparation shall be made only by the official Purchasing Representative. Verbal clarifications will not be binding. Written clarifications will be by addenda and posted on the UNLV Website: http://go.unlv.edu/purchasing/solicitations and/or faxed to all prospective Proposers who received a copy of the RFP. Proposers who have registered with the Purchasing Department may be notified via fax as well.

m) Altering any of this RFP may render the Proposal null and void. n) Companies submitting a Proposal in response to this RFP are certifying that it has had no contact

with an employee or member NSHE/UNLV in any manner which would give that Company submitting such a Proposal, any advantage over any other Company submitting one. Employees and members of NSHE/UNLV shall not receive any compensation, in any manner or form, nor have any vested interest, directly or indirectly, of any kind or nature inconsistent with loyal service to the public. A violation of the above shall be just cause for rejection of that particular Proposal without further consideration.

o) All Proposers, by signing the RFP Response Form, certify that they agree to the terms and

conditions set forth in this RFP and attached Minimum Contract Terms (including all insurance requirements) unless otherwise stated.

p) All Proposers, by signing the RFP Response Form, certify that they are an Equal

Opportunity/Affirmative Action Employer, unless otherwise stated.

q) Proposals, attachments and RFP Response Form shall be enclosed in sealed envelopes and submitted as instructed on page one of this RFP document.

r) UNLV accepts no responsibility or liability for any costs incurred by a responding Company prior to the execution of the Contract.

s) UNLV reserves the right to contract for less than all of the services identified herein. t) Proposals are not to contain confidential/proprietary information. UNLV is subject to the

Nevada Public Records Law. Proposals must contain sufficient information to be evaluated without reference to any confidential or proprietary information. Any Proposal submitted that is marked "confidential" or "proprietary," or that contains materials so marked, may be returned to the Proposer and not be considered for award.

2.

EVALUATION OF PROPOSALS

a) At the date and time stated in this RFP, all Proposals will be opened publicly and the name of the respondents/Proposers will be recorded. To maintain confidentiality of all responses, no other information will be revealed at the opening or during the evaluation process.

http://go.unlv.edu/purchasing/solicitations�

UNLV RFP 575-RB

Page 8 of 33

b) An evaluation committee shall evaluate Proposals based on the criteria listed below. UNLV reserves the right to create a “short list” of Companies to be interviewed. The Companies invited to interview will be evaluated again using the same criteria, but the second scoring will be based on each respondent’s/Proposer’s presentation and discussion. At the conclusion of the evaluation, the committee will recommend the Company(ies) for award.

c) A Contract will be awarded on the basis of which Proposal(s) UNLV deems best suited to fulfill the

requirements of this RFP and meet SDM’s needs. UNLV also reserves the right not to make an award if it is deemed that no single Proposal fully meets the requirements of this RFP and/or meets the needs of SDM.

d) UNLV will be the sole judge as to the acceptability, for our purposes, of any and all Proposals. e) Any letters of recommendation that are submitted with the Proposal, but not specifically requested,

will not be evaluated. f) Proposals will be evaluated according to the evaluation criteria stated below:

Weighted Evaluation Criteria Possible Points

1. Experience, Reliability & Stability 30 2. Quality/Method of Performance 30 3. Pricing 40

Total Possible Points 100

1. Experience, Reliability & Stability (Tab 1) (30 points) a) Provide a brief narrative describing the history of your company. Include how long your company

has been in business, volume of clients, number of employees and relevant services provided. The Proposer’s full time business must be the provision of dental laboratory services.

b) Provide resumes and and/or background information and experience of employees who will be assigned on site, key management and other operational/technical staff who will be assigned to provide the services outlined in this RFP. Include membership and/or representation at dental prosthodontic organizations, dental laboratory associations, prosthetic continuing educations courses and/or advanced technology degrees and accreditation.

c) If applicable, provide the Proposer’s parent company office address, telephone number, fax number and contact persons(s) also, noting which off-site location will be performing the major part of the services outlined in the RFP response. Provide the office address, telephone number, fax number, and contact person for the off-site location.

d) Describe your experience in providing the services outlined in Section D1 and/or D2, Scope of Work. Give specific examples of prior projects of similar scope and nature.

e) Provide an annual report, Form 10-K, or other certified statement of financial condition. Financial statements must be compiled, reviewed, or audited and signed by a Certified Public Accountant.

f) Describe if your company has had a contract terminated for default in the last five (5) years. Termination for default is defined as notice to stop performance due to the Proposer’s non-performance or if the issue of performance was either (a) not litigated due to inaction on the part of the Proposer, or (b) litigated and such litigation determined that the Proposer was in default. Submit full details for their terms for default including the other parties’ name, address, and telephone number. Present the Proposer’s position on the matter. UNLV will evaluate the facts and may, at its sole discretion, reject the proposal on the grounds of the past experience. Indicate if no such termination for default has been experienced by the Proposer in the past five (5) years.

UNLV RFP 575-RB

Page 9 of 33

g) Provide a minimum of three (3) references for which work has been accomplished that is similar to the services requested in this RFP for the last one (1) to three (3) years. The Proposer must grant permission to UNLV to contact the references. The information provided should include the following:

Company Name Contact Person

Address Phone and Fax # E-mail address

Provide any other information deemed relevant by the Proposer which should be considered in evaluating the Proposer’s Experience, Reliability & Stability.

2. Quality/Method of Performance (Tab 2) (30 points) a) Discuss how your company will perform the proposed services identified in Section D1 and/or D2,

Scope of Work/Specifications, of this RFP and the anticipated level of effort. Provide sufficient detail to convey to the evaluation committee the Proposer’s knowledge of the subjects and skills necessary to perform the services requested.

b) Provide examples of work in the form of models, photographs, actual cases and testimonials. c) Provide details on current and innovative technology that will be used in the performance of

services and identify the benefits to SDM. d) Describe your company’s plan to provide laboratory services training to SDM staff and students. e) Describe your company’s quality assurance program regarding the proposed services identified in

Section D1 and/or D2. f) Provide proof of compliance as specified in Section D1 and/or D2, 1.2, OSHA and Other

Compliance. g) Identify processing locations of the various services required by this RFP. Provide timelines for the

various processes and turnaround time at those process locations. The Proposer must adhere to the Delivery Requirements and corresponding Delivery Schedule set forth in Section D1 and/or D2.

h) Identify any specific laboratory services that cannot be directly provided by the Proposer and must be requested of other specialty laboratories, e.g., orthodontics, craniofacial appliances, etc. Provide the names, addresses, contact number, brief company history and what service they will be providing as a sub-contractor.

i) Describe your commitment and approach to customer service for SDM and our customers which includes students, faculty, staff, etc.

j) Provide the name, title or position, and telephone number of the individual who would have primary responsibility for the agreement resulting from this RFP.

k) Identify any aspects of your companies business process that focuses on sustainability and the impact in the provided services.

l) Provide any additional value added services your company might provide and how that would be of a benefit to SDM.

3. Pricing (Tab 3) (40 points) a) Proposer must complete Section E1 and/or E2, Pricing Response Form. The completed forms

shall be included in Tab 3 and shall be submitted in a separate sealed envelope. Shipping/Freight costs should be included in the quoted price.

b) Identify additional fees charged for metals or other materials not listed in Section E1 and/or E2, if applicable. Describe how these fees are derived.

c) Include any additional supplies or services that the Proposer can provide that are not specifically listed on Section E1 and/or E2.

UNLV RFP 575-RB

Page 10 of 33

d) Provide your companies list price or commercial price for any services or supplies not covered in the scope which you believe may be pertinent and how often list pricing is updated.

e) All pricing shall be in effect for the first one (1) year term of the contract, unless offered for a longer period by the successful Proposer. Pricing should be both fair and competitive as compared to industry standards for services provided to dental schools. The pricing identified must be all inclusive of markups, overhead, taxes, shipping and handling.

f) Provide any other information deemed relevant by the Proposer which should be considered in evaluating the Proposer’s Pricing & Cost Considerations. Do not include any information regarding cost in the Proposer’s technical proposal (Tab 1 through Tab 2). All information related to cost must be separate and submitted per the instructions above.

3. LATE PROPOSALS

Formal, advertised Request for Proposals indicate a time by which the Proposals must be received in the Purchasing Department. Any Proposals received after that date and time will be rejected and not be considered or will be returned unopened upon request by, and at the expense of the Proposer. Proposer is responsible for ensuring third party deliveries arrive at the time and place as indicated in this RFP document.

4. PUBLIC OPENING OF RFP’s At the date and time stated in this RFP, all Proposals will be opened publicly and the name of the respondents/Proposers will be recorded. To maintain confidentiality of all responses, no other information will be revealed at the opening or during the evaluation process. Proposers, their authorized agents and other interested parties are invited to be present.

4. WITHDRAWAL OF PROPOSAL

Any Proposer may request withdrawal of a posted, sealed RFP prior to the scheduled opening time provided the request for withdrawal is submitted to the Purchasing Department in writing, or presents themselves in person with proper identification to the Purchasing Department and verbally requests the Proposal be withdrawn and signs for its receipt.

UNLV RFP 575-RB

Page 11 of 33

SECTION C GENERAL TERMS AND CONDITIONS

1. ACCEPTANCE PERIOD

The Proposer agrees to a minimum of 90 calendar day acceptance period from the date of public opening.

2. APPROPRIATIONS The terms of any Contract issued are contingent upon sufficient appropriations and authorizations being made by UNLV for the performance of the Contract. If sufficient appropriations and authorizations are not made by UNLV, the Contract shall terminate, without penalty, upon written notice being given by UNLV to Proposer. UNLV’s decision as to whether sufficient appropriations are available shall be accepted by Proposer and shall be final.

3. AWARD OF CONTRACT

a) Award will be made to the most responsible and responsive Proposer(s). The basis of award will be determined by evaluation of items as listed in section titled "Evaluation of Proposals" and any other established purchasing methods that are applicable, which may include life cycle cost, quality, availability, conformance to specifications, financial capability and service, all in the best interests of the requesting department and UNLV.

b) UNLV reserves the right to award on a multi-year basis and to multiple vendors for off-site services

and one (1) on-site primary vendor, all in the best interest of UNLV. c) The initial term of the Contract will be one (1) year (“Initial Term” or “Term”). Upon mutual

agreement of both parties, the Contract may be extended for an additional four (4) one (1) year renewals terms (“Renewal Term(s)” or “Term(s)”).

d) The Proposer is solely responsible for the content of its Proposal and ensuring that it best meets

the evaluation criteria set forth in this RFP. Previously published data in support of experience, financial or performance capability will be evaluated if such data reflects a current position and such data is submitted as a part of the response to this RFP.

e) UNLV reserves the right to reject any or all Proposals or any part(s) thereof and to waive

informalities and minor irregularities in the Proposals received. f) A formal, Contract will be signed by and between the successful Proposer(s)/Contractor(s) and

UNLV to perform this service.

g) The terms and conditions contained in the attached sample Contract or, in the sole discretion of UNLV, terms and conditions substantially similar to those contained in the Contract, will constitute and govern any agreement that results from this RFP. If Proposer takes exception to any terms and conditions of the sample Contract (including the insurance requirements), or any general terms or conditions set forth herein, Proposer will submit a specific list of the exceptions as part of its response to this RFP. Proposer’s exceptions will be reviewed by UNLV and may result in disqualification of Proposer’s offer as non-responsive to this RFP. If Proposer’s exceptions do not result in disqualification of Proposer’s response, then UNLV/SDM may consider Proposer’s exceptions when evaluating the Proposer’s response.

UNLV RFP 575-RB

Page 12 of 33

h) The UNLV Purchasing Department reserves the right to enter into discussions with anyone, or all of the Proposers after Proposals have been initially reviewed by UNLV. Such discussions may be for clarification of Proposal content contained in a responsive Proposal and/or may result in request for a "Best and Final" offer from Proposer(s). Such responses shall be subject to all provisions, terms and conditions as set forth in the RFP, unless otherwise modified.

i) Any governmental, state, or public entity within the State of Nevada may utilize this RFP at their option to obtain goods or services at the agreed upon price(s) throughout the term of the resulting Contract with the authorization of the successful Proposer(s). UNLV is not liable for the obligations of the governmental entity which joins or uses the resulting contract.

j) Cost increase/adjustments will only be reviewed at time of renewal.

1) Contractor will send a notice requesting an increase a minimum of sixty (60) days prior to the expiration of the current term.

2) UNLV alone will determine whether a price increase will be allowed. 3) If Contractor requests a price adjustment/increase, supporting documentation must accompany

the request. Price adjustment/increase should be based on the increase cost such as in raw materials or labor.

4) Any allowable price increase will take effect at the beginning of the new contract term with mutual agreement of both parties.

4. COMPLIANCE

Proposers are required to comply with all applicable OSHA, EPA, ADA, HIPAA, FERPA, NCAA, GLBA provisions and any and all other relevant state and federal standards, codes and regulations that may apply.

5. CONFIDENTIAL TREATMENT OF INFORMATION

Proposers shall preserve in strict confidence any information obtained, assembled or prepared in connection with the performance of this RFP.

6. CONFLICT OF INTEREST

Companies submitting a Proposal in response to this RFP are certifying that it has had no contact with an employee or member of the NSHE in any manner which would give that Company submitting such a Proposal, any advantage over any other Company submitting one. Employees and members of the NSHE shall not receive any compensation, in any manner or form, nor have any vested interest, directly or indirectly, of any kind or nature inconsistent with loyal service to the public. A violation of any of the above shall be just cause for rejection of that particular Proposal without further consideration.

7. DEFAULT OF CONTRACT

In case of default of the Contract by Contractor, UNLV may procure the articles or services from the other sources and hold the Contractor responsible for any excess cost occasioned thereby; provided, that if public necessity requires the use of materials or supplies not conforming to the specifications they may be accepted and payment therefore shall be made at the proper reduction in price or increase in Royalty Fee payment, as applicable.

UNLV RFP 575-RB

Page 13 of 33

8. DISQUALIFICATION OF PROPOSERS Proposers may be disqualified and rejection of Proposals may be recommended by the Purchasing Department for any of (but not limited to) the following causes:

a) Failure to use the forms furnished by UNLV. b) Lack of signature by an authorized representative on the RFP Response Form or to comply

with any applicable reporting requirements. c) Failure to properly provide a full response in the RFP Response Form, Pricing Response Form

or Royalty Response Form, as applicable. d) Evidence of collusion among Proposers. e) Unauthorized alteration of forms. f) Failure to submit requested documents.

g) Failure to furnish proof of receipt of any addendum pertaining to a particular project. h) Any Proposer who has defaulted on prior contracts or is guilty of misrepresentation by any

member of that particular Company.

i) UNLV reserves the right to waive any minor informality or irregularity. 9. FAILURE TO FURNISH AT SPECIFIED PRICE

If a successful Proposer fails to furnish any item at the price specified in this RFP, whether such failure is due to a mistake of fact by the Proposer or any other reason, the Director of Purchasing UNLV, may cause the name of such Proposer to be removed from the list containing the names of prospective Proposers to whom Request for Proposals are mailed, for such period of time, not exceeding 1 year or less than 6 months, or the payment of a penalty of five percent (5%) of total price of all items on which was submitted (or an additional payment of five percent (5%) of the total Royalty Rate owed to UNLV, as applicable), as the Director of Purchasing may determine.

10. FREIGHT TERMS

a) Successful Proposer must include shipping in the cost of the services or supplies proposed. 11. INSPECTION AND ACCEPTANCE

Inspection and acceptance will be made at destination.

12. PAYMENT TERMS

Payments shall be made within thirty (30) days of acceptance of the related invoice, unless otherwise stated. Should the acceptance of such invoices be in doubt, the successful Proposer shall not be due any interest or penalty on any unpaid amounts.

UNLV RFP 575-RB

Page 14 of 33

13. PROMPT PAYMENT DISCOUNTS

The offered discount of a successful Proposer will not form a part of the award evaluation. In connection with any discount offered, time will be computed from the date of delivery of the equipment or supplies at destination or from the date the correct invoice is received by UNLV, whichever is later. Payment is deemed to be made for the purpose of earning the discount the date UNLV check is mailed.

14. PROTESTS

Any Bidder, offeror or contractor who is allegedly aggrieved in connection with the solicitation or award of a contract may protest. The protest must be submitted in writing to the Director of Purchasing, within seven (7) days after such aggrieved person knows or should have known of the facts giving rise thereto. If the protest is not resolved by mutual agreement, the Director of Purchasing will promptly issue a decision in writing to the Protestant. If the protestant wishes to appeal the decision rendered by the Director of Purchasing, such appeal must be made in writing to the Senior Vice President for Finance & Business within five (5) days of the receipt of the decision by the Director of Purchasing. The decision of the Senior Vice President for Finance & Business will be final. The Senior Vice President for Finance & Business need not consider protests unless this procedure is followed. To be considered, all Protests must identify the following:

a) The name, address, and telephone number of the protester, b) The signature of the protester, c) Identification of the solicitation title and number being protested, d) A detailed statement of the legal and factual grounds of the protest, including copies of relevant

documents, and e) The form of relief requested.

15. SAMPLES

Proposers may be required to furnish a sample of the product being offered after the RFP opening for further evaluation. Proposers will be responsible for any charges involved in shipping and picking up their samples.

16. SMALL AND LOCAL BUSINESS CONCERNS REPORTING REQUIREMENTS

UNLV supports equal opportunity for minority owned, women-owned, and other small disadvantaged business enterprises (MWDBE) to compete for contracts awarded by UNLV. UNLV also supports efforts to encourage local businesses to compete for UNLV contracts. In addition, UNLV supports finding opportunities for such (MWDBE) and local business concerns to participate as subcontractors or Tier 2 suppliers in large contracts. A “tier 2 supplier” or subcontractor is a supplier who is contracted for goods or services with the prime contractor, and may include, but is not limited to (MWDBE) and local business enterprises. a) In compliance with NSHE policy, a Proposer responding to any RFP for the purchase of goods or

services that is anticipated to exceed $1,000,000 at any time during the life of the contract shall provide the following reporting information in its response:

(1) Proposer’s historical and anticipated commitment to Tier 2 MWDBE and local business

enterprises. At a minimum, Proposer must provide historical information for the most recently completed fiscal year (July 1 through June 30) and their anticipated commitment to the current fiscal year in which this RFP is issued.

UNLV RFP 575-RB

Page 15 of 33

(2) A listing of Tier 2 suppliers, including local and MWDBE suppliers, that will be given the opportunity to be considered and/or utilized as subcontractors for any work performed as a result of this RFP. The listing must include the following information: • The name, city and state • Type of Tier 2 status (local, women owned, minority/and or disadvantaged) • Any certification of such status including the entity granting the certification if applicable

(3) This is a reporting requirement and will not be used for evaluating any Proposal. However,

failure to provide a complete Proposal in response to this RFP could result in rejection of the submittal as incomplete.

b) Any award from this RFP that results in a contract for goods or services that is anticipated to

exceed $1,000,000 at any time during the life of the contract will require the Proposer to provide, at a minimum, annual reports listing expenditures with MWDBE and Local Subcontractors. These reports pertain only to expenditures that are directly attributable to the UNLV prime Contract. The report shall contain the following information:

• The name, city and state; type of Tier 2 status (local, women owned, minority/and or disadvantaged); and any certification of such status including the entity granting the certification if applicable. If a business concern meets more than one definition (e.g. local and women-owned, or minority and women owned), that should be identified

• A description of the goods or services purchased • The amount of expenditures with the subcontractor attributed to the prime contract for the

most recent completed fiscal year (July 1 through June 30) • The reporting information must be available to UNLV by September 15

b) Definitions

(1) Definition of Local Business Enterprise. "Local Business Enterprise" is intended to mean a

business concern that is a) owned 51% or more by Nevada residents, b) is headquartered in Nevada, or c) a majority of employees of the business are Nevada residents.

(2) Definition of Disadvantaged Business Enterprise (DBE). "Disadvantaged Business Enterprise" is intended to mean a business concern owned by a minority or woman that is at least fifty-one percent (51%) unconditionally owned by one or more minority or women individuals who are both socially and economically disadvantaged, or a publicly owned business that has at least fifty-one percent (51%) of its stock unconditionally owned by one or more such individuals and that has its management and daily business controlled by one or more such individuals. Individuals who certify that they are a member of named groups, i.e. African Americans, Hispanic Americans, American Indians and Alaska Natives (Eskimos and Aleuts) and Asian and Pacific Island Americans are to be considered socially and economically disadvantaged.

(3) Definition of Minority Business Enterprise (MBE). "Minority Business Enterprise" is intended to

mean a business concern owned by one or more minority individuals that is at least fifty-one percent (51%) unconditionally owned by one or more minority individuals, or a publicly owned business that has at least fifty-one percent (51%) of its stock unconditionally owned by one or more such individuals and that has its management and daily business controlled by one or more such individuals. Individuals who certify that they are a member of named groups, i.e. African Americans, Hispanic Americans, American Indians and Alaska Natives (Eskimos and Aleuts) and Asian and Pacific Island Americans are to be considered socially and economically disadvantaged.

(4) Definition of Women-Owned Business Enterprise (WBE). "Women-Owned Business

Enterprise" is intended to mean a business concern owned by one or more women that is at

UNLV RFP 575-RB

Page 16 of 33

least fifty-one percent (51%) unconditionally owned by one or more women, or a publicly owned business that has at least fifty-one percent (51%) of its stock unconditionally owned by one or more such individuals and that has its management and daily business controlled by one or more such individuals.

(5) Definition of Disabled Veteran Business Enterprise (DVBE). "Disabled Veteran Business

Enterprise" is intended to mean a business concern of which at least 51% of the ownership interest is held by one or more veterans with service-connected disabilities; that is organized to engage in commercial transactions; and that is managed and operated on a day-to-day basis by one or more veterans with service-connected disabilities. This includes a business which meets the above requirements that is transferred to the spouse of a veteran with a service-connected disability upon the death of the veteran, as determined by the United States Department of Veterans Affairs.

(6) Definition of Small Business Enterprise (SBE). "Small Business Enterprise" is intended to mean

a business concern which performs a commercially useful function, is not owned and controlled by individuals designated as minority, women, veterans, or physically-challenged, and where gross annual sales does not exceed $2,000,000.

c) All Proposers, by signing this RFP Response Form, certify that they are an Equal

Opportunity/Affirmative Action Employer, unless otherwise stated. 17. SUSTAINABILITY

a) A key focus of UNLV is to minimize the impact the procurement of goods and services has on the local environment. UNLV is committed to sustainable economic, social, and environmental practices in all operations involving UNLV. It is important that Proposers share this commitment as well. Therefore, sustainable goods and services should be offered whenever available or specifically when required in the RFP.

b) UNLV may request the successful Proposer to provide reports related to sustainability on all goods and services provided under its Proposal. Reports may include, but are not limited to: sustainable attributes of each product or service, the dollar and percentage amount spent on sustainable or environmentally preferred products and services, and the total amount spent by UNLV.

c) All electronic equipment UNLV purchases must be Energy Star rated (or, if there is no Energy

Star rating for the desired equipment, energy efficient models or substitutes are preferred). The requirement to purchase Energy Star rated equipment will improve UNLV’s energy and financial performance while distinguishing our institution as an environmental leader.

18. TAXES, LICENSES AND PERMITS

a) It is the Proposers’ responsibility to secure all required licenses, permits and insurance necessary for the proper execution and completion of the work/Services involved. UNLV is exempt from paying state, local and federal excise taxes.

b) Companies conducting business for profit in Nevada are required to have a current Nevada business license pursuant to NRS 76.100 (1) unless the entity is either a) a non-profit corporation or b) meets the requirements for an exemption and has filed the appropriate notice of exemption with the Nevada Secretary of State. By submitting its Proposal, the Proposer certifies that it has a current Nevada business license or it is exempt and agrees to provide immediate notice to UNLV's Purchasing Department in the event the license is no longer valid.

UNLV RFP 575-RB

Page 17 of 33

c) NSHE is exempt from Nevada State sales tax as provided by Nevada Revised Statutes 372.325 and 374.330. The NSHE/UNLV State Tax Exempt Number is RCE-000-441. The Federal Tax ID number is 88-6000024.

UNLV RFP 575-RB

Page 18 of 33

SECTION D1 SCOPE OF WORK/SPECIFICATIONS

ON-SITE PROVIDER

UNLV-SDM will provide, for a leasing fee (see Exhibit C, Sample Lease Agreement), a dental laboratory space of approximately 600 square feet, equipped with some existing equipment and laboratory furniture previously purchased by the School listed on Exhibit D, List of Existing Equipment Owned by UNLV. The initial monthly lease cost is estimated at $1,687.00 subject to increase annually by around three percent (3%). The successful Proposer will supply all additional equipment, supplies, personnel and support necessary to operate an efficient dental laboratory for the school. At the conclusion of the contract, the Proposer will return all equipment and laboratory furniture in the condition received at contract inception. Allowance shall be made for normal wear associated with the conduct of business. The successful Proposer will be expected to provide on-site assistance and/or training for UNLV-SDM personnel and students to ensure smooth operation of requests for services. The utilization of existing school staff, space and equipment resources must be incorporated into the firms operation with respect to the School. The dental laboratory operation shall provide all professional laboratory services and processes requested by the School to operate a university dental education operation without interruption or delay in patient care. The Proposer must provide a full range of services expected from a quality dental laboratory operation, either in fixed prosthetics or removable prosthetics or both. If a single Proposer is unable to perform all the required services, they can sub-contract those services they are unable to perform. The award will be made to only one Proposer for the on-site services. If a Proposer subcontracts any portion of the services they must identify the vendor that is providing that service. The successful Proposer will have the right to conduct for-profit business with dental practices outside of the UNLV School of Dental Medicine as long as those activities do not interfere with or delay patient services in the School. The School shall have no liability for any service provided outside of the School. The in-house lab shall operate from Monday thru Friday, 8:30am to 5:30pm inclusive of services provided for UNLV/SDM and any for-profit business. Operating hours may be adjusted to ensure SDM student needs are met. No for-profit business will be performed outside of these operating hours. The successful Proposer and the School will establish a joint quality assurance committee to address and ensure that services are meeting the required expectations. Any facilities modifications of the laboratory space must be approved prior to any work being performed, by the Associate Dean for Clinical Services or their representative and the Planning and Construction department. This includes structural modifications affecting walls, floors and ceilings and any utility alterations. Costs for any modifications requested and approved are the sole responsibility of the successful Proposer

These requirements are applicable to all dental laboratory services except as specifically noted.

1.1 EXPERIENCE AND QUALIFICATIONS The technical staff of the successful Proposer must have a demonstrated record of excellence within the dental profession. This requirement includes but is not limited to membership and/or representation at dental prosthodontic organizations, dental laboratory associations, prosthetic continuing education courses and/or advanced technology degrees and accreditation. Exception: On-the-job training for Orthodontic Services shall suffice. The successful Proposer must provide all identified services as well as make recommendations for adoption of new procedures. The School will have the flexibility to add and delete services utilized. The successful Proposer will keep them apprised of new products and services and make recommendations to the School for usage.

UNLV RFP 575-RB

Page 19 of 33

The successful Proposer must use current technology in the operation to the extent possible. 1.2 OSHA AND OTHER COMPLIANCE The successful Proposer should adhere to accepted laboratory services industry standards including but not limited to all city, state, and federal codes. The successful Proposer will also be responsible for ensuring compliance with all HIPPA, ADA, FDA and DEA requirements and regulations pertaining to laboratory operation.

The successful Proposer must follow all clinical policies, protocols, and procedures at the School of Dental Medicine. Additionally the successful Proposer must follow the University of Nevada Las Vegas Sexual Harassment Policy and Complaint Procedure and all other UNLV policies and procedures regarding individual, student, faculty, and staff conduct and standards. The successful Proposer must provide proof of its compliance with the standards and statutes of the Occupational Safety and Health Act of 1970 from the Occupational Safety and Health Administration. http://www.osha.gov/ by providing an Exposure Control Plan which shall include:

1.2.1 Proof of annual training. The successful Proposer must provide date of training, the

name and title of the individual who performed the training, and a list of what safety and occupational health issues were covered in the training.

1.2.2 Proof of posted display of OSHA and Department of Labor signs by providing a statement that says that the proposer’s laboratory is compliant with this requirement.

1.2.3 Proof of Standard Operating Procedures for the disposal of medical/hazardous waste by providing a document that describes your laboratory’s Standard Operating Procedures for the disposal of medical/hazardous waste protocols.

1.2.4 Proof of use of proper methods and materials for handling and decontaminating soiled incoming items by providing a document that describes your laboratory’s protocols and procedures.

1.3 QUALITY OF SERVICES

1.3.1 The successful Proposer must ensure that all laboratory work is free of material defect which may result from the misuse of the material during any aspect of the fabrication. An example would be the porosity in metal casting or the denture base material.

1.3.2 The successful Proposer must ensure that all prosthodontic restorations have finished borders and/or lines that exactly meet the proper anatomical or prepared position.

1.3.3 The successful Proposer must ensure that all orthodontic appliances are well designed and free of material and work defects, including defects which may result from improper fabrication. An example would be an annealed hook or clasp due to overheating during the soldering process.

1.3.4 The successful Proposer must ensure that all work authorizations, designs and instructions are followed as required by the SDM. In case of questions, telephone contact must be established with SDM.

1.4 DELIVERY REQUIREMENTS

1.4.1 The successful Proposer must adhere to a once-per-day pick-up from and delivery

to SDM including the satellite located at 1707 West Charleston.

http://www.osha.gov/�

UNLV RFP 575-RB

Page 20 of 33

1.4.2 The successful Proposer must provide a 24-hour phone number to call in case of delivery problems. If delivery will not be on time, the Proposer must notify SDM immediately.

1.4.3 The successful Proposer must accommodate the SDM’s needs when emergencies develop. An emergency is defined as a change in the timeframe for completion of work due to patient needs, a change in the surgery date, a change in geographic location, etc. Appropriate Rush/Emergency fees may apply.

1.4.4 The successful Proposer will accept full responsibility for all lost, damaged or missing materials while in transit to SDM. The successful Proposer will reimburse UNLV/SDM the full cost of materials, for replacement materials or work.

For Sections 2 thru Section 6: The Proposer will be expected to provide procedures in the onsite lab such as, but not limited to:

Fixed Prosthodontics

1) Glazing or re-glazing porcelain 2) Adding contacts to porcelain or gold appliances 3) Assistance in shade taking or shade alterations 4) Soldering of dental appliances 5) Model work

Removable Prosthodontics

6) Waxing up of full or partial dentures 1) Denture and partial denture repair 2) Denture and partial denture relines 3) Fabrication of provisional appliances 4) Model work

The successful Proposer will also be expected to provide full service fixed prosthetics and full service removable prosthetics laboratory services . The Specifications for these services are as follows: 2. SCOPE OF WORK FOR COMPLETE DENTURE SERVICES

The successful Proposer must ensure that all full dentures conform to the specific demands of SDM. Any complete denture improperly processed will be remade at no cost to SDM. Any teeth that move during processing will be considered a Proposer fault. In all instances of remakes, the “no-cost” requirement is based on the Proposer being at fault in meeting the requisites of the laboratory work authorization that includes overdentures, attachments, and implant supported prostheses. If the successful Proposer disputes the responsibility for non-compliant work product, the Proposer may submit the dispute to the UNLV, in writing, for a final determination.

2.1. REQUIREMENTS FOR COMPLETE DENTURES

2.1.1. The teeth used for complete dentures are primarily Ivoclar Vivodent. Ivostar teeth are used for interim and immediate dentures. SDM generally provides the teeth from school inventory. Other types used occasionally are the Ivoclar Blueline and Dentsply. If the SDM cannot provide the patient brand, mold and shade desired, the teeth may be purchased through this contract with the successful Contractor. There is to be no substitutions without the written notification on changes by the SDM.

2.1.2. The processed acrylic must show no porosity that is observable under 2½ x magnifications. The acrylic must be identified on the applicable Price Sheet(s) (Section 8.0) Lucitone 199-all shades, or chemically equivalent denture base materials.

UNLV RFP 575-RB

Page 21 of 33

2.1.3. The acrylic thickness on the palatal area must be no greater than 2mm unless so indicated.

2.1.4. The acrylic thickness on the final 3mm of the peripheral rolls of both maxillary and mandibular dentures must be indicated by the cast.

2.1.5. The pins and diatorics on porcelain teeth must not be obliterated. Teeth will not be ground, over polished or distorted in any fashion.

2.1.6. The teeth must not move during processing. 2.1.7. The contours of the denture base will replicate the master cast.

2.2 DELIVERY SCHEDULE The successful Proposer must adhere to the following turnaround times as stated in this section. A “working day” is defined as an in-laboratory working day Monday through Friday.

Rush Delivery 2 working days Relines 3 working days Set-up 5 working days Finish Full Dentures 5 working days Rebases 5 working days Cast Metal Frame 10 working days

3. SCOPE OF WORK FOR REMOVABLE PARTIAL DENTURE SERVICES

The Proposer must ensure that all cast partial removable restorations are delivered to SDM on the duplicate cast. If any restoration is found lacking in fit, the removable restoration will be remade at no cost to SDM. If the original cast is scraped anywhere besides the retentive areas and does not fit, it will be considered the Proposer’s fault. The Proposer must ensure that removable partial denture framework and attachments are individually designed and its fee determined based upon design. If the Proposer disputes the responsibility for non-compliant work product, the Proposer may submit the dispute to the UNLV, in writing, for a final determination.

3.1 REQUIREMENTS FOR REMOVABLE PARTIAL DENTURES

3.1.1 The teeth used for complete dentures are primarily Ivoclar Vivodent. Ivostar teeth are

used for interim and immediate dentures. SDM generally provides the teeth from school inventory. Other types used occasionally are the Ivoclar Blueline and Dentsply. If the SDM cannot provide the patient brand, mold and shade desired, the teeth may be purchased through this contract with the successful Proposer. There is to be no substitutions without the written notification on changes by the SDM.

3.1.2 The removable partial denture casting must conform to the design offered when the cast is placed on a plane indicated by the tripod markings as follows:

• Block out and relieve on tripoded master cast • Make a refractory cast • Cast framework polished and return for try-in on duplicate cast

3.1.3 The removable partial denture framework must seat completely without rocking in the patients mouth and must follow the prescription and design form and cast provided.

3.1.4 Guideplates must be properly adapted to guideplanes. 3.1.5 The reciprocating portion of the clasp arm will have adequate dimensions to provide

bracing and the retentive portion of the clasp arm will have adequate flexibility to provide retention.

3.1.6 The cast can only show wear from seating removable partial denture at height of contour above the retentive area of clasp.

3.1.7 The cast must not be ground.

UNLV RFP 575-RB

Page 22 of 33

3.1.8 The metal framework will show no porosity when viewed under 2½ x magnifications. 3.1.9 The retentive clasp must be placed in the exact position as denoted by the specified

depth of undercut. 3.1.10 The processed acrylic must show no porosity when viewed under 2½ x magnifications.

The acrylic must be identified on Section E Pricing Response Form Lucitone 199-all shades or chemically equivalent denture base materials.

3.1.11 The acrylic thickness on the palatal area must be no greater than 2mm unless so indicated by the prescription or work order.

3.1.12 The acrylic thickness on the final 3mm of the peripheral rolls of both maxillary and mandibular dentures must be indicated by the cast.

3.1.13 The pins and diatorics on porcelain teeth must not be obliterated. Teeth shall not be over polished or distorted in any fashion.

3.1.14 The teeth must not move during processing. 3.1.15 The contours of the denture base will replicate the master cast. 3.1.16 All designs and attachments are required for removable partial denture framework. 3.1.17 Acrylic processing must be provided. 3.1.18 Teeth must be set-up. 3.1.19 Removable partial dentures must be processed, recovered and polished. 3.1.20 Alloys must be Vitalium 2000+. There is to be no substitution for contracted alloys

without the written notification and signed agreement on changes by the UNLV-SDM.

3.2 DELIVERY SCHEDULE

The successful Proposer must adhere to the following turnaround times as stated in this section. A “working day” is defined as an in-laboratory working day Monday through Friday.

Rush Delivery 2 working days Relines 3 working days Set-up 5 working days Finish Full Dentures 5 working days Rebases 5 working days Cast Metal Frame 10 working days Precision Attachment Restoration 12 working days

4. SCOPE OF WORK FOR FIXED PARTIAL DENTURE SERVICES

The successful Proposer will return all fixed prosthodontic restorations to the SDM in protective boxes. If the restorations produced by the Proposer are found to be deficient on the master die for any reason, the restoration will be remade at no cost to UNLV/SDM. In all instances of remakes, the “no-cost” requirement is based on the Proposer being at fault in meeting the requisites of the laboratory work authorization. If the Proposer disputes the responsibility for non-compliant work product, the Proposer may submit the dispute to the UNLV, in writing, for a final determination.

4.1 REQUIREMENTS FOR FIXED PARTIAL DENTURES

4.1.1 Casting must be free of pits or nodules that are observable under 2½ x magnifications. 4.1.2 Casting margin must reach the finish line on a duplicate die thereby covering all

prepared tooth structure. 4.1.3 When casting is seated on a solid cast (10 grams of force), there must be no rocking or

rotation movement when lateral forces are applied and there must be no opening greater than 20 microns.

4.1.4 Casting contours must be biologically compatible with the tissues of the patient’s mouth and not greater in bucco-lingual dimension than that of the comparable un-restored contra lateral teeth.

UNLV RFP 575-RB

Page 23 of 33

4.1.5 Thickness of the metal in areas underlying the veneer must not exceed 0.5mm except in areas where this specific amount will not allow a uniform thickness of porcelain.

4.1.6 Contacts with adjacent teeth must not impede seating of the casting, but must be sufficiently closed to offer resistance to the passage of dental floss.

4.1.7 Occlusal contours must be anatomically correct and in proper functional relationships with the opposing dentition.

4.1.8 All casting must be finished to a high luster using gold rouge and devoid of pits, porosity or large scratches.

4.1.9 All finished casting must maintain correct form and size, and exhibit no marginal openings greater than 20 microns.

4.1.10 Connectors must be color-matched to the castings joined. 4.1.11 Connectors must be smooth, without sharp edges, free of porosity that is visible under

2½ x magnifications with a minimum of 4mm in squared area. 4.1.12 Connectors must be confined to the interproxial area(s) and not cover the margins. 4.1.13 Connectors must be capable of carrying loads likely to be placed upon them in the

mouth of the patient. 4.1.14 The finished connector assembly will seat on a solid model of the preparations using 10

grams of seating force and will exhibit no rocking or rotation movement without any marginal discrepancy greater than 20 microns.

4.1.15 Porcelain must be free of pits or nodules that are observable under 2½ x magnifications. 4.1.16 Porcelain must be fired to a bisque-bake for try-in and a glaze for completion as

required in writing or prescription. 4.1.17 Porcelain must match the shade requested on specified shade guide. 4.1.18 Axial contours must be biologically compatible with the tissue of the patient’s mouth. 4.1.19 Porcelain must be of prescribed brand name as indicated on work requests and

compatible with the alloy. 4.1.20 Veneers must be free of pits or nodules that are observable under 2½ x magnifications. 4.1.21 Veneers must match the adjacent teeth in the patient’s mouth in color and shade without

the use of extrinsic stains or dyes. 4.1.22 Axial contours must be biologically compatible with the tissues of the patient’s mouth. 4.1.23 All finished veneers must maintain correct form and size, and exhibit no marginal

openings greater than 20 microns. 4.1.24 Ceramics must be Ceramco 3 or an equivalent high quality ceramic based upon

compatibility with the approved alloys as indicated in 4.3 below. There is to be no substitution without the written notification and signed agreement on changes by the SDM.

4.2 REQUIREMENTS FOR SHADE GUIDES

In all instances where a shade for a tooth or teeth is indicated, the successful Proposer must ensure that the shade be replicated exactly in the prosthetic restoration or appliance. In order to achieve shade replication there must be an agreement between the Proposer and the SDM as to the number and type of shade guides to be utilized. The Proposer must use the following Shade Guides:

Vita Lumin Ivoclar-Blueline Dentsply Portrait Vita 3D

4.3 REQUIREMENTS FOR ALLOYS

There is to be no substitution for contracted alloys without the written notification and signed agreement on changes by the SDM. The alloy requirements must be of the following types:

UNLV RFP 575-RB

Page 24 of 33

Porcelain Alloy – Argedent Euro (Au-40%, Pd-39.4%, Ag-10%) Type III – Argenco 20 (Au-20%, Pd-19.87%, Ag 40%, plus trace other minerals) Type IV – Argenco 42 (Au-42%, Pd-7.95%, Ag-26%)

4.4 DELIVERY SCHEDULE The successful Proposer must adhere to the following turnaround times as stated in this section. A “working day” is defined as an in-laboratory working day Monday through Friday. Rush Delivery 2 working days Final glazes 4 working days Bisque Bake or metal try-in 8 working days Veneers or Post and Cores 8 working days Crowns, Pontics, Inlays and Onlays 10 working days

5. SCOPE OF WORK FOR ORTHODONTIC SERVICES

The successful Proposer must assure that all appliances/set-ups are delivered to SDM on the original casts. The Proposer must ensure that orthodontic appliances are fabricated as indicated on the prescription. If any appliance is found lacking in fit or breaks due to fabrication errors, the appliance will be remade at no cost to the SDM. If the Proposer disputes the responsibility for non-compliant work product, the Proposer may submit the dispute to the UNLV, in writing, for a final determination.



Rush Delivery 6 working days Orthodontic Appliances 10 working days

6. SCOPE OF WORK FOR IMPLANT SERVICES The successful Proposer must pour implant models, wax and cast custom abutments, solder superstructures, modify prostheses for lingual set screws, apply porcelain, develop teeth and process acrylic to hybrid prostheses. The Proposer must design and implement porcelain gingival tissue replacement.

6.1 REQUIREMENTS FOR IMPLANTS (FIXED)

6.1.1 The successful Proposer must use CAD/CAM Technology (Forte) to construct Procera

prostheses in titanium, zirconia or alumina for implant restorations Piccolo on natural teeth.

6.1.2 Implant supported/attachment prostheses. 6.1.3 Implant Fixed Prostheses 6.1.4 Single unit implant crowns 6.1.5 Implant custom milled and cast abutments 6.1.6 Implant pre-fabricated abutments

6.2 REQUIREMENTS FOR IMPLANTS (REMOVABLE)

6.2.1 Implant Hybrid Prostheses Implant retained overdentures

UNLV RFP 575-RB

Page 25 of 33

SECTION D2

SCOPE OF WORK/SPECIFICATIONS OFF-SITE PROVIDER

The Proposer will be expected to provide fixed and removable prosthetics laboratory services. The Specifications for these services are as follows: 1. SCOPE OF WORK FOR COMPLETE DENTURE SERVICES

The successful Proposer must ensure that all full dentures conform to the specific demands of SDM. Any complete denture improperly processed shall be remade at no cost to SDM. Any teeth that move during processing will be considered a Proposer fault. In all instances of remakes, the “no-cost” requirement is based on the Proposer being at fault in meeting the requisites of the laboratory work authorization that includes overdentures, attachments, and implant supported prostheses. If the Proposer disputes the responsibility for non-compliant work product, the Proposer may submit the dispute to the UNLV, in writing, for a final determination.

1.1.REQUIREMENTS FOR COMPLETE DENTURES

1.1.1 The teeth used for complete dentures are primarily Ivoclar Vivodent. Ivostar teeth are used for interim and immediate dentures. SDM generally provides the teeth from school inventory. Other types used occasionally are the Ivoclar Blueline and Dentsply. If the SDM cannot provide the patient brand, mold and shade desired, the teeth may be purchased through this contract with the successful Proposer. There is to be no substitutions without the written notification on changes by the SDM.

1.1.2 The processed acrylic must show no porosity that is observable under 2½ x magnifications. The acrylic must be identified on the applicable Price Sheet(s) (Section 8.0) Lucitone 199-all shades, or chemically equivalent denture base materials.

1.1.3 The acrylic thickness on the palatal area must be no greater than 2mm unless so indicated.


1.1.5 The pins and diatorics on porcelain teeth must not be obliterated. Teeth will not be ground, over polished or distorted in any fashion.

1.1.6 The teeth must not move during processing. 1.1.7 The contours of the denture base will replicate the master cast.

1.2 DELIVERY SCHEDULE The successful Proposer must adhere to the following turnaround times as stated in this section. A “working day” is defined as an in-laboratory working day Monday through Friday.

Rush Delivery 2 working days Relines 3 working days Set-up 5 working days Finish Full Dentures 5 working days Rebases 5 working days Cast Metal Frame 10 working days

UNLV RFP 575-RB

Page 26 of 33

2. SCOPE OF WORK FOR REMOVABLE PARTIAL DENTURE SERVICES

The successful Proposer must ensure that all cast partial removable restorations are delivered to SDM on the duplicate cast. If any restoration is found lacking in fit, the removable restoration will be remade at no cost to SDM. If the original cast is scraped anywhere besides the retentive areas and does not fit, it will be considered the Proposer’s fault. The Proposer must ensure that removable partial denture framework and attachments are individually designed and its fee determined based upon design. If the Proposer disputes the responsibility for non-compliant work product, the Proposer may submit the dispute to the UNLV, in writing, for a final determination.

2.1 REQUIREMENTS FOR REMOVABLE PARTIAL DENTURES

2.1.1 The teeth used for complete dentures are primarily Ivoclar Vivodent. Ivostar teeth are

used for interim and immediate dentures. SDM generally provides the teeth from school inventory. Other types used occasionally are the Ivoclar Blueline and Dentsply. If the SDM cannot provide the patient brand, mold and shade desired, the teeth may be purchased through this contract with the successful Proposer. There is to be no substitutions without the written notification on changes by the SDM.

2.1.2 The removable partial denture casting must conform to the design offered when the cast is placed on a plane indicated by the tripod markings as follows:

• Block out and relieve on tripoded master cast • Make a refractory cast • Cast framework polished and return for try-in on duplicate cast

2.1.3 The removable partial denture framework must seat completely without rocking in the patients mouth and must follow the prescription and design form and cast provided.

2.1.4 Guideplates must be properly adapted to guideplanes. 2.1.5 The reciprocating portion of the clasp arm will have adequate dimensions to provide

bracing and the retentive portion of the clasp arm will have adequate flexibility to provide retention.

2.1.6 The cast can only show wear from seating removable partial denture at height of contour above the retentive area of clasp.

2.1.7 The cast must not be ground. 2.1.8 The metal framework will show no porosity when viewed under 2½ x magnifications. 2.1.9 The retentive clasp must be placed in the exact position as denoted by the specified

depth of undercut. 2.1.10 The processed acrylic must show no porosity when viewed under 2½ x magnifications.

The acrylic must be identified on Section E Pricing Response Form Lucitone 199-all shades or chemically equivalent denture base materials.

2.1.11 The acrylic thickness on the palatal area must be no greater than 2mm unless so indicated by the prescription or work order.


2.1.13 The pins and diatorics on porcelain teeth must not be obliterated. Teeth will not be over polished or distorted in any fashion.

2.1.14 The teeth must not move during processing. 2.1.15 The contours of the denture base will replicate the master cast. 2.1.16 All designs and attachments are required for removable partial denture framework. 2.1.17 Acrylic processing must be provided. 2.1.18 Teeth must be set-up. 2.1.19 Removable partial dentures must be processed, recovered and polished. 2.1.20 Alloys must be Vitalium 2000+. There is to be no substitution for contracted alloys

without the written notification and signed agreement on changes by the UNLV/SDM.


UNLV RFP 575-RB

Page 27 of 33


Rush Delivery 2 working days Relines 3 working days Set-up 5 working days Finish Full Dentures 5 working days Rebases 5 working days Cast Metal Frame 10 working days Precision Attachment Restoration 12 working days

3. SCOPE OF WORK FOR FIXED PARTIAL DENTURE SERVICES

The successful Proposer will return all fixed prosthodontic restorations to the SDM in protective boxes. If the restorations produced by the Proposer are found to be deficient on the master die for any reason, the restoration will be remade at no cost to SDM. In all instances of remakes, the “no-cost” requirement is based on the Proposer being at fault in meeting the requisites of the laboratory work authorization. If the Proposer disputes the responsibility for non-compliant work product, the Proposer may submit the dispute to the UNLV, in writing, for a final determination.

3.1 REQUIREMENTS FOR FIXED PARTIAL DENTURES

3.1.1 Casting must be free of pits or nodules that are observable under 2½ x magnifications. 3.1.2 Casting margin must reach the finish line on a duplicate die thereby covering all

prepared tooth structure. 3.1.3 When casting is seated on a solid cast (10 grams of force), there must be no rocking or

rotation movement when lateral forces are applied and there must be no opening greater than 20 microns.

3.1.4 Casting contours must be biologically compatible with the tissues of the patient’s mouth and not greater in bucco-lingual dimension than that of the comparable un-restored contra lateral teeth.

3.1.5 Thickness of the metal in areas underlying the veneer must not exceed 0.5mm except in areas where this specific amount will not allow a uniform thickness of porcelain.

3.1.6 Contacts with adjacent teeth must not impede seating of the casting, but must be sufficiently closed to offer resistance to the passage of dental floss.

3.1.7 Occlusal contours must be anatomically correct and in proper functional relationships with the opposing dentition.

3.1.8 All casting must be finished to a high luster using gold rouge and devoid of pits, porosity or large scratches.

3.1.9 All finished casting must maintain correct form and size, and exhibit no marginal openings greater than 20 microns.

3.1.10 Connectors must be color-matched to the castings joined. 3.1.11 Connectors must be smooth, without sharp edges, free of porosity that is visible under

2½ x magnifications with a minimum of 4mm in squared area. 3.1.12 Connectors must be confined to the interproxial area(s) and not cover the margins. 3.1.13 Connectors must be capable of carrying loads likely to be placed upon them in the

mouth of the patient. 3.1.14 The finished connector assembly will seat on a solid model of the preparations using 10

grams of seating force and will exhibit no rocking or rotation movement without any marginal discrepancy greater than 20 microns.

3.1.15 Porcelain must be free of pits or nodules that are observable under 2½ x magnifications. 3.1.16 Porcelain must be fired to a bisque-bake for try-in and a glaze for completion as

required in writing or prescription.

UNLV RFP 575-RB

Page 28 of 33

3.1.17 Porcelain must match the shade requested on specified shade guide. 3.1.18 Axial contours must be biologically compatible with the tissue of the patient’s mouth. 3.1.19 Porcelain must be of prescribed brand name as indicated on work requests and

compatible with the alloy. 3.1.20 Veneers must be free of pits or nodules that are observable under 2½ x magnifications. 3.1.21 Veneers must match the adjacent teeth in the patient’s mouth in color and shade without

the use of extrinsic stains or dyes. 3.1.22 Axial contours must be biologically compatible with the tissues of the patient’s mouth. 3.1.23 All finished veneers must maintain correct form and size, and exhibit no marginal

openings greater than 20 microns. 3.1.24 Ceramics must be Ceramco 3 or an equivalent high quality ceramic based upon

compatibility with the approved alloys as indicated in 4.3 below. There is to be no substitution without the written notification and signed agreement on changes by the SDM.

3.2 REQUIREMENTS FOR SHADE GUIDES

In all instances where a shade for a tooth or teeth is indicated, the successful Proposer must ensure that the shade be replicated exactly in the prosthetic restoration or appliance. In order to achieve shade replication there must be an agreement between the Proposer and the SDM as to the number and type of shade guides to be utilized. The Proposer must use the following Shade Guides:

Vita Lumin Ivoclar-Blueline Dentsply Portrait Vita 3D

3.3 REQUIREMENTS FOR ALLOYS

There is to be no substitution for contracted alloys without the written notification and signed agreement on changes by the UNLV. The alloy requirements must be of the following types:

Porcelain Alloy – Argedent Euro (Au-40%, Pd-39.4%, Ag-10%) Type III – Argenco 20 (Au-20%, Pd-19.87%, Ag 40%, plus trace other minerals) Type IV – Argenco 42 (Au-42%, Pd-7.95%, Ag-26%)

3.4 DELIVERY SCHEDULE The successful Proposer must adhere to the following turnaround times as stated in this section. A “working day” is defined as an in-laboratory working day Monday through Friday. Rush Delivery 2 working days Final glazes 4 working days Bisque Bake or metal try-in 8 working days Veneers or Post and Cores 8 working days Crowns, Pontics, Inlays and Onlays 10 working days

5. SCOPE OF WORK FOR ORTHODONTIC SERVICES

The successful Proposer must assure that all appliances/set-ups are delivered to SDM on the original casts. The Proposer must ensure that orthodontic appliances are fabricated as indicated on the prescription. If any appliance is found lacking in fit or breaks due to fabrication errors, the appliance shall be remade at no cost to the SDM. If the Proposer disputes the responsibility for non-compliant work product, the Proposer may submit the dispute to the UNLV, in writing, for a final determination.

UNLV RFP 575-RB

Page 29 of 33



Rush Delivery 6 working days Orthodontic Appliances 10 working days

6. SCOPE OF WORK FOR IMPLANT SERVICES The successful Proposer must pour implant models, wax and cast custom abutments, solder superstructures, modify prostheses for lingual set screws, apply porcelain, develop teeth and process acrylic to hybrid prostheses. The Contractor must design and implement porcelain gingival tissue replacement.

6.1 REQUIREMENTS FOR IMPLANTS (FIXED)

6.1.1 The successful Proposer must use CAD/CAM Technology (Forte) to construct Procera

prostheses in titanium, zirconia or alumina for implant restorations Piccolo on natural teeth.

6.1.2 Implant supported/attachment prostheses. 6.1.3 Implant Fixed Prostheses 6.1.4 Single unit implant crowns 6.1.5 Implant custom milled and cast abutments 6.1.6 Implant pre-fabricated abutments

6.2 REQUIREMENTS FOR IMPLANTS (REMOVABLE)

6.2.1 Implant Hybrid Prostheses 6.2.2 Implant retained overdentures

UNLV RFP 575-RB

Page 30 of 33

SECTION E1 PRICING RESPONSE FORM

ON-SITE PROVIDER Services will be ordered on an as needed basis as there is no guarantee on the volume of service required, Contractor will be paid only for actual work performed. This form, along with Proposer’s response to other questions provided under Section B 2, Evaluation of Proposals, No. 3 Pricing, must be submitted with the proposal in a separate sealed envelope to be considered responsive. In the same sealed envelope, Proposer must include a list of all services offered by your company with the corresponding list/commercial prices. Technical responses and pricing responses must be in separate sealed envelopes. The estimated usage below is based on previous history for the specified service and does not guarantee the service quantity.

DESCRIPTION OF SERVICE Estimated Usage UNIT PRICE NOTES

1. CROWN AND BRIDGE SERVICES: 1.1 Diagnostic Wax-up (per unit) 25 1.2 Porcelain-to-Metal Unit – precious metal (specify porcelain & metal in NOTES)

600

1.3 Porcelain Margin on PFM unit 300 1.4 Empress Crown Unit 10 1.5 E-max Crown Unit 150 1.6 Zirconia Crown Unit 20 1.7 Temporary Crown (per unit) 25 1.8 Esthetic inlay/only - porcelain (specify porcelain in NOTES)

60

1.9 Esthetic inlay/onlay – composite (specify composite in NOTES)

20

1.10 Laminate Veneer Unit (specify material in NOTES)

100

1.11 Full Cast Crown – precious 140 1.12 Inlay/Onlay - precious 50 1.13 Cast post & Core, precious metal 75 1.14 Reduction Coping 50 2. DENTURE (COMPLETE & PARTIAL) SERVICES: 2.1 Pour Model 800 2.2 Custom Tray 150 2.3 Bite Block/Occlusal Rim 500 2.4 Articulation 50 2.5 Setup 800 2.6 Reset 100 2.7 Process and Finish 800 2.8 Complete maxillary denture 400 2.9 Overdenture 100 2.10 Immediate Denture 75 2.11 Surgical stent 120 2.12 Charge for softliner 5 2.13 Reline (regular) full denture 60 2.14 Charge to replace tooth on denture 50

UNLV RFP 575-RB

Page 31 of 33


2.15 Repair buccal arm wire clasp 20 2.16 Gasket-type partial denture 10 3. IMPLANT SERVICES 3.1 Diagnostic setup 100 3.2 Surgical stent/template 100 3.3 Bite rim, screw retained 25 3.4 Implant processing fee 25 3.5 Cast implant overdenture bar, per implant 50 3.6 Titanium milled implant overdenture bar, per implant

20

3.7 Diagnostic waxup per tooth 50 3.8 Surgical stent/template 100 3.9 Soft tissue model 100 3.10 Custom abutment for cement-retained restoration, excluding crown fee, alloy and components

75

3.11 Modification of a prefabricated abutment for cement-retained restoration, excluding crown

75

3.12 Screw-retained restoration labor fee, per unit excluding crown fee

50

4. MISCELLANEOUS SERVICES: 4.1 Attachments 50 4.2 Occlusal Orthotic 25 4.3 Occlusal Guard 75 4.4 Sleep apnea appliances 20 4.5 Name Tag 800 4.6 Rush/Emergency Fees 20

PROVIDE A DISCOUNT OFF CURRENT LIST PRICES FOR ALL OTHER PRODUCTS / SERVICES NOT LISTED ABOVE __________%

UNLV RFP 575-RB

Page 32 of 33

SECTION E2 PRICING RESPONSE FORM

OFF-SITE PROVIDER Services will be ordered on an as needed basis as there is no guarantee on the volume of services to be required, Contractor will be paid only for actual work performed. This form, along with Proposer’s response to other questions provided under Section B 2, Evaluation of Proposals, No. 3 Pricing, must be submitted with the proposal in a separate sealed envelope to be considered responsive. In the same sealed envelope, Proposer must include a list of all services offered by your company with the corresponding list/commercial prices. Technical responses and pricing responses must be in separate sealed envelopes. The estimated usage is based on previous history for the specified service and does not guarantee the service quantity.


1. CROWN AND BRIDGE SERVICES: 1.1 Diagnostic Wax-up (per unit) 25 1.2 Porcelain-to-Metal Unit – precious metal (specify porcelain & metal in NOTES)

600

1.3 Porcelain Margin on PFM unit 300 1.4 Empress Crown Unit 10 1.5 E-max Crown Unit 150 1.6 Zirconia Crown Unit 20 1.7 Temporary Crown (per unit) 25 1.8 Esthetic inlay/only - porcelain (specify porcelain in NOTES)

60

1.9 Esthetic inlay/onlay – composite (specify composite in NOTES)

20

1.10 Laminate Veneer Unit (specify material in NOTES)

100

1.11 Full Cast Crown – precious 140 1.12 Inlay/Onlay - precious 50 1.13 Cast post & Core, precious metal 75 1.14 Reduction Coping 50 2. DENTURE (COMPLETE & PARTIAL) SERVICES: 2.1 Pour Model 800 2.2 Custom Tray 150 2.3 Bite Block/Occlusal Rim 500 2.4 Articulation 50 2.5 Setup 800 2.6 Reset 100 2.7 Process and Finish 800 2.8 Complete maxillary denture 400 2.9 Overdenture 100 2.10 Immediate Denture 75 2.11 Surgical stent 120 2.12 Charge for softliner 5 2.13 Reline (regular) full denture 60 2.14 Charge to replace tooth on denture 50

UNLV RFP 575-RB

Page 33 of 33


2.15 Repair buccal arm wire clasp 20 2.16 Gasket-type partial denture 10 3. IMPLANT SERVICES 3.1 Diagnostic setup 100 3.2 Surgical stent/template 100 3.3 Bite rim, screw retained 25 3.4 Implant processing fee 25 3.5 Cast implant overdenture bar, per implant 50 3.6 Titanium milled implant overdenture bar, per implant

20

3.7 Diagnostic waxup per tooth 50 3.8 Surgical stent/template 100 3.9 Soft tissue model 100 3.10 Custom abutment for cement-retained restoration, excluding crown fee, alloy and components

75

3.11 Modification of a prefabricated abutment for cement-retained restoration, excluding crown

75

3.12 Screw-retained restoration labor fee, per unit excluding crown fee

50

4. MISCELLANEOUS SERVICES: 4.1 Attachments 50 4.2 Occlusal Orthotic 25 4.3 Occlusal Guard 75 4.4 Sleep apnea appliances 20 4.5 Name Tag 800 4.6 Rush/Emergency Fees 20

PROVIDE A DISCOUNT OFF CURRENT LIST PRICES FOR ALL OTHER PRODUCTS / SERVICES NOT LISTED ABOVE __________%

1

SAMPLE LEASE AGREEMENT

This Lease Agreement (this “Agreement”), is made this ________ day of ______________, ______ by and between the ___________________ hereinafter referred to as “Lessee,” and the Board of Regents of the Nevada System for Higher Education, on behalf of University of Nevada, Las Vegas, hereinafter referred to as “Lessor”;

W I T N E S S E T H

:

WHEREAS, Lessor is the owner of the Premises described below; and

WHEREAS, Lessee desires to lease the described Premises for the purposes contained herein;

NOW, THEREFORE, Lessor and Lessee agree as follows: 1.0 Definitions

:

1.1 The term "Campus," whenever used herein, means the University of Nevada, Las Vegas Shadow Lane Campus located at 1001 Shadow Lane, Las Vegas, NV 89106 and all property and improvements contained within its boundaries at the date of this Agreement or at any other future date during the term of this Agreement.

1.2 The term "Environmental Laws," whenever used herein, means any one or all of the laws and/or regulations of the Environmental Protection Agency or any other federal, state, or local agencies, including, but not limited to, the following as the same are amended from time to time:

COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT (42 U.S.C. Section 9601 et seq.)

RESOURCE CONSERVATION AND RECOVERY ACT (42 U.S.C. Section 6941 et seq.)

TOXIC SUBSTANCE CONTROL ACT (15 U.S.C. Section 2601 et seq.)

SAFE DRINKING WATER ACT (42 U.S.C. Section 300h et seq.)

CLEAN AIR ACT (U.S.C. Section 7401 et seq.) CLEAN WATER ACT (33 U.S.C. Section 1251 et seq.) UNIFORM FIRE CODE, 1997 Ed. (Sections 79 and 80)

RFP 575-RB EXHIBIT C

2

SANITATION (Nevada Revised Statutes, Chapter 444)

NEVADA WATER POLLUTION CONTROL LAW (Nevada Revised Statutes 445.131 through 445.399)

HAZARDOUS MATERIAL, INCLUDING UNDERGROUND STORAGE TANK REGULATIONS (Nevada Revised Statutes, Chapter 459)

OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION (OSHA) (29 CFR, Sections 1910 and 1926)

and regulations promulgated thereunder and any other laws, regulations and ordinances (whether enacted by the Federal, State or local government) now in effect or hereafter enacted that deal with the regulation or protection of the environment, (including, but not limited to, ambient air procedures and records detailing chlorofluorocarbons [cfc]), ambient air, ground water, surface water and land use, including sub-strata land. The Lessor recognizes that the Lessee is subject to local government laws, rules and regulations including State of Nevada Public Works Board rules and regulations as may be applicable to Lessor’s Premises.

1.3 The term "Hazardous Material," whenever used herein, means the definitions of hazardous substance, hazardous material, toxic substance, regulated substance or solid waste as defined within the following:

COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT (42 U.S.C Section 9601 et. seq.)

RESOURCE CONSERVATION AND RECOVERY ACT (42 U.S.C. Section 6901 et. seq.)

HAZARDOUS MATERIALS TRANSPORTATION ACT (49 U.S.C. Section 1801 et. seq.) and all present or future regulations promulgated thereto.

DEPARTMENT OF TRANSPORTATION TABLE (49 C.F.R. Section 172.101) and amendments thereto.

ENVIRONMETAL PROTECTION AGENCY (40 C.F.R. Part 302 and amendments thereto)

TRANSPORTATION OF HAZARDOUS MATERIALS BY MOTOR VEHICLE (Nevada Revised Statutes 459.700 through 459.780) and all present or future regulations promulgated thereto.

All substances, materials and wastes that are, or that become, regulated under, or that are, or that become classified as hazardous or toxic under any environmental law, whether


3

such laws are Federal, State or local. The Lessor recognizes that the Lessee is subject to local government laws, rules and regulations as may be applicable to the Premises or the use of the Premises.

1.4 The term "Release," whenever used herein, means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping of any Hazardous Material as defined hereinabove.

1.5 The term "Premises," whenever used herein, means that space located on the UNLV Shadow Lane Campus, consisting of approximately six hundred (600) square feet as described in Exhibit "A", which is attached hereto and incorporated herein by this reference.

1.6 The term “Building,” whenever used herein, means Building A, located at the UNLV Shadow Lane Campus. 2.0 Premises

:

For and in consideration of the Premises, the rents reserved herein, the covenants and agreements herein contained, and other valuable consideration, Lessee does hereby hire and take from Lessor, and Lessor does hereby grant and lease to Lessee, six hundred (600) rentable square feet of laboratory space at the Shadow Lane Campus, 1001 Shadow Lane, Las Vegas, NV 89106 described in Exhibit “A” upon the terms and agreements and conditions following. Exhibit “A” is attached hereto and by this reference made a part hereof. 3.0 Terms

:

3.1 The terms and provisions of the Agreement shall be effective as of the date the Agreement is fully executed by all parties (“Effective Date”) for a period of twenty-four (24) consecutive calendar months as authorized by the base contract for dental laboratory services for the School of Dental Medicine, beginning _____________ and ending ____________. Lessee shall have the option to extend term two (2) one-year periods (each, an Option) for up to twenty-four (24) additional calendar months based on mutual agreement by Lessor and Lessee.

3.2 Each Option must be exercised by written notice to the Lessor no less than

three (3) months prior to the expiration of the initial Term or the ten current extension; otherwise, the Option shall be null and void. In the event Lessee elects to exercise an Option, Lessor shall provide written notice to Lessee as to Lessor’s election within fifteen (15) working days of receipt of Lessee’s notice. Failure by Lessor to provide written notice within the fifteen (15) day period shall be deemed an election by Lessor not to agree to the extension of the Term.


4

3.3 In the event Lessee and Lessor agree to the extension of the Term in a timely manner as provided above, provided Lessee has fully and faithfully kept and performed all other terms, covenants and conditions of this Agreement, and no event of Default exists at the time of such notice or at the expiration of the initial Term, the Term shall be extended for the period set forth above. Whereupon, this Agreement and, except as is provided above, all of the terms and conditions hereof shall continue and remain in full force and effect during such extended Term. If an event of Default exists at either the time of the notice or at the expiration of the Term, the exercise of the Option shall, at the election of the Lessor, be void and the Option shall be null and void.

4.0 Governing Law

:

4.1 Lessor and Lessee agree that the laws of the State of Nevada and United States of America shall govern the validity, construction, interpretation and effect of this Agreement. Any and all disputes arising out of or in connection with the Agreement shall be litigated only in the Eighth Judicial District Court in and for the County of Clark, State of Nevada, and Lessee and Lessor hereby expressly consent to the jurisdiction of said court.

5.0 Rent

:

5.1 Lessor reserves and Lessee agrees to pay as rent for the Premises without notice or demand, to Lessor an annual rent of twenty thousand two hundred forty four dollars ($20,244.00) payable to the Lessor in the amount of one thousand six hundred eighty seven dollars ($1,687.00) in advance on the first day of every month covered by the terms of this Agreement, commencing on the Effective Date. Occupancy for periods of less than a complete month will be paid in advance at the equivalent calendar daily rate.

5.2 Rent computation consists of the following:

Year 1 Annual Rent: $20,244.00 Monthly rent: $1,687.00 (600 SF x $2.81 per month) Year 2 Annual Rent: $21,053.76 Monthly Rent: $1,754.48 (600 SF x $2.92 per month)

5.3 Rent Increase. In the event Lessee and Lessor agree to the extension of the Term, the annual Rent will increase three percent (3%) to one thousand eight hundred twenty four dollars and sixty six cents ($1,824.66) in year three and one thousand eight hundred ninety seven dollars and sixty five cents ($1,897.65) in year four.


5

5.4 Rent Submission.

Rent payments will be paid either by monthly electronic funds transfer or check payable to: Board of Regents, NSHE Mail to: UNLV Real Estate Office University of Nevada, Las Vegas 4505 Maryland Parkway Box 451027 Las Vegas, NV 89154-1027

6.0 Use of the Premises

:

6.1 General Use. Lessee will use and occupy the Premises for the purpose of dental laboratory services in support of the UNLV School of Dental Medicine. Use for any other purpose is prohibited without first obtaining the written consent of Lessor therefore. Lessee will conform to and comply with all applicable Lessor regulations and policies as well as all municipal, state, and federal laws in using the Premises, and will not use or suffer to be used the Premises in any manner in contravention of any applicable municipal, state or federal law, nor in such a manner that will increase the existing rate for property insurance for the Premises.

6.2 Fire and Life Safety. Lessee and employees on Premises will comply with

all federal, state, and local fire and life safety regulations as well as safety procedures and training established by Lessor.

7.0 Condition of Premises and Repairs

:

Lessee has examined the Premises prior to the execution hereof, knows the condition thereof, and acknowledges that Lessee has received the Premises in good order and condition, and that no representation or warranty as to the condition or repair of the Premises has been made by Lessor. At the expiration of the term of this Agreement, or any renewal or extension thereof, Lessee will yield up peaceably the Premises to Lessor in as good order and condition as when the same were entered upon by Lessee, loss by fire or inevitable accident, damage by the elements, and reasonable use and wear accepted. 8.0 Alterations, Additions and Improvements

:

8.1 Lessee shall not make, or suffer or permit to be made, any alterations, additions, or improvements whatsoever in or about the Premises without first obtaining the written consent of Lessor therefore; provided, however, that such consent, if given, will be subject to the express condition that any


6

and all alterations, additions, and improvements shall be done at Lessee’s own expense, and that no liens of mechanics, materialmen, laborers, architects, artisans, contractors, subcontractors, or any other lien of any kind whatsoever shall be created against or imposed upon the Premises or any part thereof.

8.1.1 Signage. All internal and external signage must be pre-approved by

Lessor to ensure compliance with Lessor design standards. Signs found not in conformance will be removed and necessary repairs made at Lessee expense.

8.2 Alterations, additions, or improvements on or in the Premises at the

commencement of the Term, and that may be thereafter erected or installed therein, shall become part of the Premises and the sole property of Lessor, except that all moveable nonfixtures installed by Lessee shall be and remain Lessee’s property and shall not become the property of Lessor.

8.3 Redelivery and Disposal of Improvements at Termination

8.3.1 Lessee covenants that at the termination of this Agreement,

howsoever caused, it will quit and surrender such Premises in good repair and condition, excepting reasonable wear and tear, acts of God, the public, enemy or the action of the elements.

8.3.2 Upon termination of this Agreement howsoever caused, Lessor

will require Lessee to remove from the Premises, within thirty (30) days of termination, all equipment, trade equipment and personal property belonging to Lessee or its sublessees.

For purposes of this Subsection 8.3.2, the words “equipment, trade fixtures and personal property” will include, but not limited to, signs (electrical or otherwise) used to advertise or identify Lessee’s business, all equipment used in connection with the conduct of its business whether or not such equipment is bolted or otherwise attached to said Premises; any other mechanical device; and all other miscellaneous equipment, furnishings and fixtures installed on or placed on or about the Premises and used in connection with Lessee’s business thereon.

9.0

Maintenance, Repairs, and Service to the Premises:

9.1 Lessor and Lessee Obligations. The respective repair and maintenance responsibilities of Lessor and Lessee are set forth in Section 9.4, Lessor and Lessee Service Obligations, below. Summary of Repair and Maintenance Responsibilities, which by this reference is incorporated herein.


7

9.2 Surrender. On the last day of the term hereof, or on any sooner termination, Lessee shall surrender the Premises to Lessor in the same condition as when received, ordinary wear and tear excepted, clean and free of debris. Lessee shall repair any damage to the Premises occasioned by the installation or removal of Lessee’s trade fixtures, furnishings and equipment.

9.3 Lessor’s Rights. If Lessee fails to perform Lessee's obligations

under this paragraph, or under any other paragraph of this Agreement, Lessor may at its option (but shall not be required to) enter upon the Premises after ten (10) days prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee's behalf and put the same in good order, condition and repair, and the cost thereof together with interest thereon at the maximum rate then allowable by law shall become due and payable as additional rent to Lessor together with Lessee's next rental installment.

9.4 Lessor and Lessee Service Obligations.

Where a check mark is placed in the box of the column under a

party below, it is that party’s responsibility to arrange and pay for those services to the Premises.

Lessor

Lessee

( X ) ( ) Water ( X ) ( ) Sewer ( X ) ( ) Refuse Removal ( X ) ( ) Gas ( X ) ( ) Electricity ( X ) ( ) Heating and Cooling Systems ( X ) ( ) Janitorial Service and Supplies Outside the Premises ( X ) ( ) Maintenance and Repair ( X ) ( ) Lighting Fixtures


8

( ) ( X ) Telephone Installation, Service, Billing and Long Distance Charges ( ) ( X ) Data Installation and Service ( ) ( X ) Provide Fixtures and Equipment Necessary for the Conduct of Lessee’s Business ( ) ( X ) Improvements to Premises ( ) ( X ) Signage ( ) ( X ) Parking – Lessee and/or employees are responsible for obtaining UNLV parking permits. ( ) ( X ) Management, Compliance and Disposal of Industrial Hazardous Wastes. ( ) ( X ) Management, Compliance and Permits for Treatment Works (sanitary sewer system). ( ) ( X ) Management, Compliance and Permits for Air Emissions regulated by the Clark County Air Quality Management District. ( ) ( X ) Mail Delivery ( ) ( X ) Shipping and Receiving

9.5 Lessee shall furnish and pay for any services or supplies not itemized above.

9.6 A separate contract for services and UNLV equipment use will be

necessary for increased services beyond those specified in this Agreement. Lessor and Lessee will explore partnership agreements, relationships, student internships and student employment arrangements that complement and enhance the functions of both the ____________________________ and UNLV.


9

10.0 Lessor’s Right of Entry

:

Lessor shall have the right, at any reasonable time, to enter upon the Premises to inspect the same and to make any and all improvements, alterations, and additions of any kind whatsoever upon the Premises, providing such improvements, alterations, and additions are reasonably necessary or convenient to the use to which the Premises are being put at the time, but at no time shall Lessor be compelled or required to make any improvements, alterations, or additions. 11.0 Assignment and Subletting

:

Lessee shall not assign or sublease this Agreement in whole or in part without approval and written consent of Lessor. 12.0 Holding Over

:

Lessee’s holding or continued use or occupancy beyond the term of this Agreement shall be construed as a tenancy from month to month but the monthly rent payable by Lessee shall be increased by twenty five percent (25%) of the Rent at the end of the Term or any extension thereof. Such monthly rent shall be payable in advance on the first day of every month. Occupancy for periods of less than a complete month will be paid in advance at the equivalent calendar daily rate. 13.0 Condemnation

:

13.1 In the event the Premises, or any part thereof, are taken, damaged consequentially or otherwise, or condemned by public authority, this Agreement shall terminate as to the part so taken, as of the date title shall vest in said public authority, and the rental reserved shall be adjusted so that Lessee shall be required to pay for the remainder of the term of that portion of the rent reserved in the proportion that the Premises remaining after the taking, damaging, or condemnation bears to the whole of the Premises before the taking, damaging, or condemnation. All damages and payments resulting from said taking, damaging, or condemnation of the Premises shall accrue to and belong to Lessor, and Lessee shall have no right to any part thereof. 13.2 In the event only a part of the Premises is taken and the portion remaining is unsuitable or insufficient for Lessee’s purposes, Lessee has the right or option to terminate the Agreement as to the remaining portion by giving written notice to Lessor specifying the date of termination. 14.0 Destruction

:

14.1 If at any time during the term of this Agreement, or any extension or renewal thereof, the Premises shall be totally or partially destroyed by fire, earthquake, or other calamity, then Lessor shall have the option to rebuild or repair the same, provided written notice of such intent to rebuild or repair shall be sent to Lessee within the period


10

of 30 days after the damaging event; and to rebuild or repair the same in as good condition as they were immediately prior to such calamity. In such case, a just and proportionate part of the rental herein specified shall be abated until such Premises shall have been rebuilt and repaired. In case, however, Lessor elects not to rebuild or repair said Premises, Lessor shall so notify Lessee by written notice within the period of thirty (30) days after the damaging event, and thereupon this Agreement shall terminate. 14.2 In the event of termination of this Agreement under the terms of clause14.1, the Lessee shall have a reasonable period of time to vacate the Premises. 14.3 All notices sent under the terms of this provision shall conform to the provisions of Section 21.0, “Modification,” and Section 22.0, “Notice.” 15.0 Code and Regulations

:

Lessor shall be required to meet all federal, state, and local codes and regulations, including but not limited to OSHA. In addition, Lessor shall be required to: 15.1 Respond in writing to Lessee complaints within five (5) working days after receipt of a written complaint from Lessee. 15.2 Determine the cause of and remedy any Building deficiencies. 15.3 Keep records of inspection, maintenance, and remedial actions and make such records available upon written request to Lessee management and the applicable regulatory agency. 16.0 Termination

:

16.1 General Termination Agreement. In the event that either Lessor or Lessee determine that this lease of space can no longer be continued, either Lessor or Lessee may terminate the Agreement by submitting written notice at least three months prior to the desired termination date.

16.2 Termination by Lessor:

16.2.1 Default by Lessee

Subject to the provisions of Section 16.2.2, Lessee will be in default under this Agreement in the event of any one or more of the following occurrences:


11

16.2.1.1 Lessee fails to pay the Rent or other payments required by this Agreement when the same are due and the continuance of such failure for the period of ten (10) days after written notice thereof from the Lessor.

16.2.1.1 Lessee voluntarily abandons any of the Premises

assigned to it or discontinues the conduct and operation of its business at the Campus without notice set forth in Section 16.1.

16.2.2 Cure Lessee will be considered in default of this Agreement if Lessee fails to fulfill any of the terms, covenants and conditions set forth in this Agreement if such failure continues for a period of more than thirty (30) days (except failure to pay rental charges as described in Section 16.2.1.1) after delivery by Lessor’s written notice of such breach or default.

16.2.3 Termination for Default By Lessee

If Lessee is in default as described in Section 16.2.1 and such default is not cured as provided in Section 16.2.2, Lessor may elect to terminate this Agreement with thirty (30) days’ written notice to Lessee.

16.2.3.1 If Lessor elects to terminate this Agreement, it will in no way prejudice the right of action for rental arrearages owed to Lessor.

16.2.3.2 In the event of any termination for default by

Lessee, Lessor will have the right to enter upon the Premises and take exclusive possession of same. Redelivery and disposal of improvements will be as described in Section 8.3, entitled Redelivery and Disposal of Improvements at Termination, of this Agreement.

16.2.4 Lessor’s Termination Rights for Violation of Environmental Laws.

16.2.4.1 Lessee’s failure or the failure of its Sublessee, their agents, employees, contractors, Invitees or a third party to comply with any of the requirements and obligations of this Agreement or applicable Environmental Laws will constitute a material default of this Agreement and will permit Lessor to pursue the following remedies, in addition to all other rights and remedies provided by law or


12

otherwise provided in this Agreement, to which Lessor may resort cumulatively, or singularly, in the alternative.

16.2.4.1.1 Lessor may, at Lessor’s election, keep this

Agreement in effect and enforce all of its rights and remedies under this Agreement, including (i) the right to recover rent and other sums as they become due by the appropriate legal action and/or (ii) the right, upon ten (10) days’ written notice to Lessee, to make payments required of Lessee or perform Lessee’s obligations and be reimbursed by Lessee for the cost thereof, unless such payment is made or obligation performed by Lessee within such ten (10) day period.

16.2.4.1.2 Lessor may, at Lessor’s election, terminate this

Agreement upon written notice to Lessee provided in Section 16.2, entitled Termination by, of this Agreement. If this Agreement is terminated under this provision, Lessee waives all rights against Lessor, including, but not limited to, breach of contract, costs of design, installation or construction of improvements and/or interruption of business.

16.2.5 Appropriations

The terms of this Agreement are contingent upon sufficient appropriations and authorizations being made by Lessor for operation of the Premises and the performance of this Agreement. If sufficient appropriations and authorizations are not made by Lessor, this Agreement shall terminate, without penalty, upon three months written notice being given by Lessor to the Lessee. Lessor’s decision as to whether sufficient appropriations are available shall be accepted by Lessee and shall be final.

16.3 Termination by Lessee

16.3.1 Default by Lessor

Lessor will be considered in default of this Agreement if Lessor fails to fulfill any of the terms, covenants or conditions set forth in this Agreement if such failure shall continue for a period of more than thirty (30) days after delivery by Lessee of a written notice of such breach or default.


13

16.3.2 Cure

Lessor will not, however, be considered in breach of this Agreement if the fulfillment of its obligation requires activity over a period of time and Lessor has commenced in good faith to perform whatever may be required for fulfillment within ten (10) days after receipt of notice and continues such performance without interruption except for causes beyond its control.

16.3.3 Termination for Default By Lessor

If Lessor is in default as described in Section 16.3.1, Lessee may elect to terminate this Agreement with thirty (30) days’ written notice to Lessor.

16.3.3.1 In the event of the termination for default by Lessor, redelivery and disposal of improvements will be as described in Section 8.0, entitled Alterations, Additions and Improvements, of this Agreement. 16.3.3.2 In the event of any termination for default by

Lessor, it will in no way prejudice the right of action for rental arrearages owed by Lessee.

17.0 Default

:

Lessor shall, on default with respect to any of the provisions of this Agreement by Lessee except for the payment of rent, provide Lessee with a written notice of any breach of the Agreement terms or conditions and Lessee shall then have 30 days either to correct the condition or commence corrective action if the condition cannot be corrected in 30 days. If the condition cannot be corrected in 30 days, Lessee shall have a reasonable time to complete the correction. Lessor may elect to enforce the terms and conditions of the Agreement by any other method available under the law. 18.0 Waivers

:

The failure of either party to exercise any of its rights under this Agreement for a breach thereof shall not be deemed to be a waiver of such rights, nor shall the same be deemed to be a waiver of any subsequent breach, either of the same provision or otherwise. 19.0 Binding on Heirs, Successors, and Assigns

:

This Agreement shall be binding upon and inure to the benefit of their heirs, personal representatives, and permitted successors and assigns, as applicable, of the Lessor and the Lessee.


14

20.0 Entire Agreement

:

This Agreement (with its attachments, if any) constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any and all prior understandings and agreements, oral and written, relating hereto. Any amendment hereof must be in accord with the following Section 21.0 on “Modification.” 21.0 Modification

:

This Agreement may be amended at any time only upon mutual agreement in writing of the parties. 22.0 Notice

:

Any notice to either party hereunder must be in writing signed by the party giving it, and shall be served either personally or by registered or certified mail addressed as follows:

TO THE LESSEE: ______________________ ______________________ ______________________ ______________________ TO THE LESSOR: UNLV Real Estate Office Director of Purchasing University of Nevada, Las Vegas University of Nevada, Las Vegas Box 451027 Box 451033 4505 South Maryland Parkway 4505 South Maryland Parkway Las Vegas, NV 89154-1027 Las Vegas, NV 89154-1033 or to such other addressee as may be hereafter designated by written notice. All such notices shall be effective within two business days of mailing or when received by the addressee if personally served. 23.0 Access

:

Lessee has the right of reasonable ingress and egress and to parking facilities. 24.0 Discrimination

:

In the use or occupancy of the Premises Lessee will not discriminate unlawfully against any person on the basis of race, color, national origin, religion, sex, or handicap.


15

25.0 Quiet Enjoyment

:

On payment of rents and performance of the covenants and agreements on the part of Lessee to be paid and performed hereunder, Lessee shall peaceably have and enjoy the leased Premises and all of the rights, privileges, and appurtenances granted herein. 26.0 Environmental Policy

:

It is understood that the nature of the Lessee’s business and research requires the temporary use and storage of Hazardous Materials. In this regard, the Lessee assumes all responsibility for full compliance with all Environmental Laws and regulations concerning notification, storage, and disposal of identified Hazardous Materials as stated in Section 26.0, Environmental Policy.

26.1 Violation of Environmental Laws

26.1.1 Lessee will not cause or permit any Hazardous Material to be used,

generated, manufactured, produced, stored, brought upon, or Released on, under or about the Premises, or transported to and from the Premises, by Lessee, its Sublessees, their agents, employees, contractors, invitees, or a third party in violation of the Environmental Laws as defined in Section 1.0, entitled Definitions, of this Agreement. The Lessor shall be solely responsible for any pre-existing environmental problems on the Premises, including the subsequent clean-up and related costs. All clean-up shall be completed and certified by the appropriate governing agency within ten (10) days of approval of this Agreement.

26.1.2 Lessor will have access to the Premises to inspect same to insure that

Lessee is using the Premises in accordance with environmental requirements.

26.1.3 Upon request of Lessor, Lessee will conduct such testing and analysis

as necessary to ascertain whether Lessee is using the Premises in compliance with environment requirements. Any such tests will be conducted by qualified independent experts chosen by Lessee and subject to Lessor’s reasonable approval. Copies of such reports from any such testing will be provided to Lessor.

26.1.4 Lessee will provide copies of all notices, reports, claims, demands or

actions concerning any environmental problems on the Premises, the remediation steps that were taken, and copies of all reports filed with the appropriate governing agencies.

26.1.5 The Lessor shall provide the Lessee with documentation of any pre-

existing environmental problems on the Premises, the remediation


16

steps that were taken, and copies of all reports filed with appropriate governing agencies.

26.2 Contamination of Premises

If the presence of any Hazardous Material on, under or about the Premises caused or permitted by Lessee results in any contamination of the Premises, Lessee will promptly take any and all actions, at its sole cost and expense, as are necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Material to the Premises. Lessee will take any and all steps necessary to remedy and remove any such Hazardous Materials and special wastes and any other environmental contamination as is presently or subsequently discovered on or under the Premises as are necessary to protect the public health and safety and the environment from actual or potential harm and to bring the Premises into compliance with all environmental requirements. Such procedures are subject to:

26.2.1 Prior approval of Lessor is required for all remediation work for which

approval will not be unreasonably withheld. Lessee will submit to Lessor a written plan for completing all remediation work. Lessor retains the right to review and inspect all such work at any time using consultants and/or representatives of his/her choice.

26.2.2 Such actions of remediation by Lessee will not potentially have any

Material adverse long-term effect on the Premises in the sole judgment of Lessor.

26.3 Compliance with all Governmental Authorities

Lessee will promptly make all submissions to, provide all information to, and comply with all requirements of the appropriate governmental authority under all Environmental Laws as defined in Section 1.2, entitled Definitions, of this Agreement. 26.3.1 In addition to all other environmental requirements herein Lessee

will file all air quality permits for the Premises with the Clark County Health District and employ emission reduction activities.

26.3.2 Should the Government determine that a site characterization, site

assessment, and/or clean up plan be prepared or that a cleanup should be undertaken because of any spills or discharges of Hazardous Materials at the Premises which occur during the term of this Agreement then Lessee shall (at its own expense) prepare and submit required plans and financial assurances, and carry out the approved plans. At no cost or expense to Lessor, Lessee will


17

promptly provide all information requested by Lessor to determine the applicability of the Environmental Laws to the Premises, or to respond to any governmental investigation or to respond to any claim of liability by third parties which is related to environmental contamination.

26.3.3 Lessee’s obligations and liabilities under this provision will

continue so long as Lessor bears any responsibility under the Environmental Laws for any action that occurred on the Premises during the term of this Agreement.

26.3.4 Lessee agrees to indemnify Lessor for all violations of

Environmental Laws and contamination of the Premises. This indemnification of Lessor by Lessee includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any Federal, State or local government agency or political subdivision because of Hazardous Material located on the Premises or present in the soil or ground water on, under or about the Premises.

26.3.5 The parties agree that Lessor’s right to enforce Lessee’s promise to

indemnify is not an adequate remedy at law for Lessee’s violation of any provision of this Agreement. Lessor will also have the rights set forth in Section 26.4, entitled Lessor’s Termination Rights for Violation of Environmental Laws, or Section 16.2.4, entitled Termination by Lessor, of this Agreement in addition to all other rights and remedies provided by law or otherwise provided in this Agreement.

26.4 Lessor’s Termination Rights for Violation of Environmental Laws shall be

executed in accordance with Section 16.2.4. Notwithstanding any other provisions in this Agreement to the contrary, Lessor will have the right of “self-help” or similar remedy including access to the Premises in order to minimize any damages, expenses, penalties and related fees or costs, arising from or related to a violation of environmental law on, under or about the Premises. 27.0 Lessee’s Insurance and Indemnification Provisions

:

27.1 The Lessee agrees to indemnify and hold Lessor harmless from any loss, damage, liability, cost or expense to the person or property of another which was caused by an act or omission of the Lessee, its officers, employees, and agents under this Agreement. 27.2 Lessee shall, at Lessee’s sole expense, procure, maintain, and keep in force for the duration of the Agreement the following insurance conforming to the


18

minimum requirements specified below. Unless specifically noted herein or otherwise agreed to by the Lessee, the required insurance shall be in effect at commencement of the Agreement and shall continue in force as appropriate until the Agreement expires and Lessee vacates the Premises.

Lessee shall carry and provide proof of workers’ compensation insurance if such insurance is required of Lessee by NRS 616B.627 or proof that compliance with the provisions of Nevada Revised Statutes, Chapter 616A-D and all other related chapters, is not required.

Workers’ Compensation and Employer’s Liability Insurance

a. Minimum limits required:

Commercial General Liability Insurance

$2,000,000 General Aggregate $1,000,000 Products & Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence

b. Coverage shall be on an occurrence basis and shall be at least as broad as ISO 1996 form CG 00 01 and shall cover liability arising from Premises, operations, independent contractors, completed operations, personal injury, products, and liability assumed under contract.

27.3 Deductibles and Self-Insured Retentions: Insurance maintained by Lessee shall apply on a first dollar basis without application of a deductible or self-insured retention unless otherwise specifically agreed to by the Lessor. Such approval shall not relieve Lessee from the obligation to pay any deductible or self-insured retention.

27.4 Approved Insurer: Each insurance policy shall be:

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

b. Currently rated by A.M. Best as “A- IX” or better. 27.5 Evidence of Insurance: Prior to the start of the Agreement, Lessee must provide the following documents to the Lessor:

a. Certificate of Insurance: The Accord 25 Certificate of Insurance form or a form substantially similar must be submitted to the Lessee to evidence the insurance policies and coverages required of Lessor.


19

b. Policy Cancellation Endorsement: The Risk Management Department at the Nevada System of Higher Education’s Business Center South (RMBCS) shall be given thirty (30) days written notice of policy cancellation or change in insurance coverage except ten (10) days for nonpayment of premium.

27.6 Access: Lessee agrees to provide Lessor and its insurer access and authority to investigate on site and to obtain such information from Lessee as may be required to defend Lessor and its officers or employees from claims or litigation arising from activities under this Agreement.

27.7 Waiver of Subrogation: Landlord and Tenant shall have no liability to one another, or to any insurer, by way of subrogation or otherwise, on account of any loss or damage to their respective property, the Premises or its contents, or the Center regardless of whether such loss or damage is caused by the negligence of Landlord or Tenant, arising out of the peril or casualties insured against by the property insurance policies carried, or required to be carried, by the parties pursuant to this Agreement. The insurance policies obtained by Landlord and Tenant pursuant to this Agreement shall permit waivers of subrogation which the insurer may otherwise have against the non-insuring party. In the event the policy or policies do not allow waiver of subrogation prior to loss, either Landlord or Tenant shall, at the request of the other party, deliver to the requesting party a waiver of subrogation endorsement in such form and content as may reasonably be required by the requesting party or its insurer Lessee must waive subrogation against Lessor on workers’ compensation, liability and property policies.

28.0

Lessor’s Insurance and Indemnification Provisions:

28.1 Lessor participates in the State of Nevada self-insurance program, pursuant to the provisions of NRS Chapter 41. 28.2 In accordance with the limitations of NRS 41.0305 to NRS 41.039, the Lessor agrees to indemnify and hold Lessee harmless from any loss, damage, liability, cost or expense to the person or property of another which was caused by an act or omission of the Lessor, its officers, employees, and agents under this Agreement. Lessee’s indemnity obligation in tort is limited to $50,000 per cause of action in accordance with NRS 41.035. Lessee will assert the defense of sovereign immunity in all legal actions.

28.3 Lessor shall not be liable for claims arising out of the use of the common areas and parking lots.


20

IN WITNESS WHEREOF, the authorized representatives of the parties

have executed this Agreement on this_____ day of__________________20___ LESSOR: LESSEE: BOARD OF REGENTS OF THE (ORGANIZATION NAME) NEVADA SYSTEM OF HIGHER EDUCATION on behalf of the University of Nevada, Las Vegas Recommended By: __________________________ UNLV School of Dental Medicine Approved By: _________________________ By: _______________________

UNLV Senior Vice President (Name) (Title)

Approved as to Form: Approved as to Form: By: _______________________ By: _______________________ Office of General Counsel (Name) (Title)


21

Exhibit A

Description of Laboratory Space Building Name and Location: Shadow Lane Dental School Building (SLDS) UNLV Shadow Lane Campus Address: 1001 Shadow Lane Las Vegas, NV 89106 Room Number: 119 Description: The lease will be for 600 rentable square feet of wet laboratory space in Room 119 located at the Shadow Lane Dental School Complex (SLDS - Building A).


To view the full contents of this document, you need a later version of the PDF viewer. You can upgrade to the latest version of Adobe Reader from www.adobe.com/products/acrobat/readstep2.html For further support, go to www.adobe.com/support/products/acrreader.html

Version 6.18.2013

CONTRACT NUMBER Page 1 of 14

CONTRACT FOR DENTAL SERVICES FOR THE UNIVERSITY OF NEVADA, LAS VEGAS

This Contract (“Contract”) is made effective as of the date last signed below by any authorized signatory (the “Effective Date”) by and between the Board of Regents of the Nevada System of Higher Education (“NSHE”), on behalf of the University of Nevada, Las Vegas, School of Dental Medicine ("UNLV") and (INSERT NAME OF FIRM), a ________ [INSERT STATE AND MANNER OF ORGANIZATION, E.G. CORPORATION, LIMITED LIABILITY COMPANY AND ANY DBA-THE NAME HERE MUST MATCH THE SIGNATURE BLOCK), (INSERT EIN )

("Contractor"), and is based on the following facts:

RECITALS UNLV requires the services of a full service dental laboratoy On ____________, 20___, UNLV issued its Request for Proposal No. _____ (the “RFP”) seeking proposals from qualified contractors to provide ________ services in connection with the _______. On ________________, 20___, Contractor submitted a proposal (“Proposal”) in response the RFP. The Proposal was later modified by Contractor’s “Best and Final Offer” on __________, 20___. On _______________, 20___, UNLV selected Contractor’s Best and Final Offer as the one best suiting its needs. Based on the foregoing Recitals, and for other valuable consideration, the parties agree as follows:

AGREEMENT

ARTICLE I TERM

A. INITIAL TERM The Contract shall commence as of the Effective Date and remain in effect for one (1) year, unless otherwise terminated in accordance with this Contract (“Initial Term” or “Term”). B. RENEWAL TERM Upon mutual written agreement this Contract may be renewed for four (4) additional one (1) year terms (“Renewal Term(s)” or “Term(s)”).

RFP 575-RB EXHIBIT B

Version 6.18.2013


C. CONTRACT EXTENSION Without renewing the Term of this Contract, UNLV shall have the right to extend this Contract for up to ninety (90) calendar days from its expiration date of the then applicable Term for any reason. UNLV may exercise this right by providing written notice to Contractor at least ten (10) calendar days prior to the expiration of this Contract. Should UNLV exercise its right to extend this Contract for ninety (90) days beyond the expiration of this Contract, Contractor shall be entitled to receive consideration as provided for in this Contract, pro-rated for the period for which UNLV requests additional services.

ARTICLE II SCOPE OF CONTRACT

Contractor shall provide the services as further described in Exhibit A, as modified by Contractor’s Best and Final Offer, attached as Exhibit B (the “Services” which shall include any applicable Deliverables). In the event of conflict among any of the terms and conditions set forth in any of the preceding documents, the terms and conditions of such documents shall govern in the following order of precedence: (1) this Contract, (2) the RFP, (3) Contractor’s Best and Final Offer, and (4) the Proposal (including all modifications). Contractor agrees to be bound by any warranties and representations made by Contractor in the Proposal or Bid and shall notify UNLV immediately if there are any material changes to the warranties and representations set forth by Contractor in its Proposal or Bid, as applicable. UNLV may, at its sole option, develop additional job-specific scopes of work (“Scopes of Work” or “SOW”). In the event that UNLV elects to request additional services from Contractor, additional scope, schedule, and compensation will be negotiated with Contractor. Nothing in this Contract shall be construed as guaranteeing Contractor that any additional Scopes of Work will be actually requested.

ARTICLE III CONSIDERATION

The amount to be paid to Contractor for work performed under this Contract shall not exceed or is estimated to be $XXXXXXXXX, but UNLV is not required to purchase a minimum amount or quantity of work or Services hereunder. Except as expressly provided for herein, all Contractor prices are inclusive of expenses.

In the event that UNLV requests additional services from Contractor during the Term of this Contract or during any allowable Renewal Term(s), payments shall be made as agreed to between Contractor and UNLV but in no case will payments for such additional services be made until such services are performed and accepted by UNLV. Any such payments and any such payment schedules shall be as negotiated between UNLV and Contractor prior to the commencement of any work or Services.


Version 6.18.2013


Prices are to remain firm for the Initial Term of this Contract. In the event Contractor would like to request a price increase the following procedures apply.

1) Contractor should send a written notice requesting an increase a minimum of ninety (90) calendar days prior to the expiration of the then current Contract Term.

2) Contractor should submit with the request, supporting documentation which may include updated manufacturer’s list prices, copies of applicable indexes, etc. Other documentation may be required.

3) Any allowable price increases will take effect at the beginning of the new Contract Term. 4) UNLV alone shall determine whether a price increase will be allowed for the applicable

Renewal Term, but in no event shall any Renewal Term unit prices for any services or materials increase by more than five percent (5%) above the price of the proceeding Term.

5) In the event of a decrease, Contractor is responsible for passing along the savings to UNLV.

All payments shall be made within thirty (30) days of acceptance of the related invoice. Should the acceptance of such invoices be in doubt, Contractor shall not be due any interest or penalty on any unpaid amounts.

ARTICLE IV DEFAULT

A. DEFAULT BY CONTRACTOR

UNLV shall provide Contractor written notice of any material breach of this Contract. Should Contractor fail to cure such material breach within ten (10) business days following receipt of written notice, UNLV shall have the right at its sole discretion, in addition to all other applicable remedies at law or in equity, to terminate further performance of this Contract. On the effective date of the termination, Contractor shall terminate all work and take all reasonable actions to mitigate expenses, and Contractor shall immediately refund UNLV a pro-rata amount of any advance or prepaid unearned monies. In case of default by Contractor, the UNLV reserves the right to hold Contractor responsible for any actual, consequential or incidental damages. B. DEFAULT BY UNLV

Contractor shall provide UNLV written notice of any material breach of this Contract. Should UNLV fail to cure such material breach within ten (10) business days following receipt of written notice, Contractor shall have the right, in addition to all other applicable remedies at law or in equity, to terminate further performance of this Contract. Notwithstanding the foregoing, on the date of termination for a material breach by UNLV, Contractor shall terminate all work and take all reasonable actions to mitigate expenses. Notwithstanding anything to the contrary herein and regardless of choice of law, UNLV hereby asserts and shall be entitled to claim sovereign immunity and be entitled to all applicable liability limits and statutory protections, including, but not limited to those set forth in NRS Chapter 41.


Version 6.18.2013


ARTICLE V INSURANCE, LIABILITY & INDEMNIFICATION

A. INSURANCE

Contractor shall be fully responsible for and shall indemnify UNLV for any acts or omissions of any contractors, subcontractors, design builders, subdesign builders, architects, subarchitects, engineers, consultants, subconsultants, service providers, and vendors engaged by Contractor to perform any of the Services (collectively, “Subcontractor(s)"). Contractor (which for the purposes of this Article shall include Subcontractor(s)) is required, at its sole expense, to procure, maintain, and keep in force for the duration of this Contract, work, Services or event, the following insurance coverage conforming to the minimum requirements specified below unless a change is specifically agreed to in writing by UNLV. The required insurance shall be in effect on or prior to the commencement of the Contract, work, Services or event by Contractor and shall continue in force as appropriate until the latter of:

• Final acceptance, or • Such time as the insurance is no longer required under the terms of this Contract.

1) Commercial General Liability –

• Must be on a per occurrence basis. • Shall be at least as broad as Insurance Services Office (ISO) form CG 00 01 10 01

and shall cover liability arising from premises, operations, independent contractors, Subcontractors, completed operations, personal injury, products, and liability assumed under this Contract.

• Limits of Liability: $1,000,000 per occurrence and $2,000,000 annual aggregate.

2) Automobile Liability – For Services not exceeding $1,000,000 the minimum limit of liability required is a Combined Single Limit (“CSL”) of $500,000 per occurrence. For Services exceeding $1,000,000 the minimum limit of liability required is a CSL of $1,000,000 per occurrence. Coverage shall include owned, non-owned, and hired vehicles and be written on ISO form CA 00 01 10 01 or a substitute providing equal or broader liability coverage.

3) Workers’ Compensation - Employers Liability Limits shall be at least $100,000 per occurrence and for occupational disease. Workers' Compensation is required by law for anyone with employees. Sole proprietors and corporate officers can waive coverage with mandatory affidavit available from UNLV. If providing services, Contractor shall provide proof of Workers' Compensation insurance as required by NRS 616B.627 or proof that compliance with the provisions of Nevada Revised Statutes, Chapter 616A-D and all other related chapters, is not required.

4) Subrogation must be waived against “The Board of Regents of the Nevada System of Higher Education.”

5) “The Board of Regents of the Nevada System of Higher Education” must be named as an Additional Named Insured on all primary and excess / umbrella liability policies (excluding professional liability) affording the broadest possible coverage. Endorsements


Version 6.18.2013


shall be submitted to allow blanket addition as required by the Contract or individualized endorsement naming the NSHE/UNLV as an additional insured.

6) Insurance maintained by Contractor shall apply on a first dollar basis without application of a deductible or self-insured retention and shall not exceed $5,000 per occurrence unless otherwise specifically agreed to in writing by UNLV. Such approval shall not relieve Contractor from the obligation to pay any deductible or self-insured retention.

7) Policy Cancellation / Change in Policies and Conditions Notifications

Contractor shall:

• Have each of its insurance policies endorsed to provide ten (10) days’ notice for non-payment of premium;

• Specify that the policies cannot be canceled, non-renewed, coverage and / or limits reduced or coverage materially altered that can affect UNLV without sixty (60) days’ prior written notice to UNLV and the notices required by this paragraph shall be sent by certified mail to UNLV;

• Attach a copy of this signed endorsement to the Certificate of Insurance; • Send to UNLV a facsimile copy of the policy cancellation and / or change of policy and

conditions notice in this paragraph to UNLV within three (3) business days upon its receipt;

• Provide UNLV with renewal or replacement evidence of insurance no less than thirty (30) days before the expiration or replacement of the required insurance until such time as the insurance is no longer required by UNLV; and

• Immediately notify UNLV in writing and immediately replace such insurance or bond with insurance or bond meeting this Contract’s requirements if at any time during the period when insurance is required by this Contract, an insurer or surety fails to comply with the requirements of this Contract.

8) Ensure the Primary Policy complies as follows–

• Contractor and parties contracting directly with UNLV must have its policy endorsed to reflect that its insurance coverage is primary over any other applicable insurance coverage available.

• Any Contractor’s insurance or self-insurance available to UNLV shall be in excess of and non-contributing with any insurance required.

9) Ensure the Loss Policy complies as follows– “The Board of Regents of the Nevada

System of Higher Education” shall be named as loss payee as respects its interest in any property that Contractor has an obligation to insure on behalf of UNLV.

10) Ensure that its insurance policies be -

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

2. Currently rated A.M. Best as A - IX or better.


Version 6.18.2013


11) Provide Evidence of Insurance Requirements

Prior to the start of any work, Contractor must provide the following documents to UNLV:

• Certificate of Insurance: The ACORD 25 Certificate of Insurance form or a form substantially similar must to show evidence the insurance policies and coverage required of Contractor;

• Additional Insured Endorsement: Original Additional Insured Endorsement(s) signed by an authorized insurance company representative(s);

• Policy Cancellation Endorsement; • Waiver of Subrogation Endorsement; • Endorsement reflecting Contractor insurance policies are primary over any other

applicable insurance; and • Loss Payee Endorsement.

B. OFFICIALS, OFFICERS, AGENTS, REGENTS AND EMPLOYEES OF NSHE/UNLV

NOT PERSONALLY LIABLE In no event shall any official, officer, regent, employee, or agent of NSHE/UNLV in any way be personally liable or responsible for any obligation contained in this Contract, whether expressed or implied, nor for any statement, representation or warranty made or in connection with this Contract. C. INDEMNIFICATION Contractor shall indemnify, defend and hold harmless NSHE/UNLV, its officers, regents, employees, and agents from and against any and all liabilities, claims, losses, demands, actions, causes of actions, fines, penalties, debts, lawsuits, judgments, costs and/or expenses, arising either directly or indirectly from any act or failure to act by Contractor or any of its officers, employees, agents, or Subcontractors, which may occur during or which may arise out of the performance of this Contract (collectively, “Claim(s)”). NSHE/UNLV will be entitled to employ separate counsel and to participate in the defense of any Claim at its sole discretion and expense. Contractor shall not settle any Claim or threat thereof without the prior written approval of NSHE/UNLV, whose consent shall not be unreasonably withheld, where the settlement would require payment of funds by NSHE/UNLV or admit or attribute to NSHE/UNLV any fault or misconduct.

ARTICLE VI MISCELLANEOUS PROVISIONS

A. APPROPRIATIONS The terms of this Contract are contingent upon sufficient appropriations and authorizations being made by UNLV for the performance of this Contract. If sufficient appropriations and authorizations are not made by UNLV, this Contract shall terminate, without penalty, upon thirty (30) calendar days’ written notice being given by UNLV to Contractor, and Contractor shall immediately refund UNLV any pre-paid or advance unearned payments it made to Contractor.


Version 6.18.2013


B. ASSIGNS AND SUCCESSORS Contractor shall not assign, transfer, or delegate any rights, obligations, or duties under this Contract without the prior written consent of UNLV. Notwithstanding the foregoing, Contractor shall be fully responsible to UNLV and shall indemnify UNLV for any acts or omissions of any Subcontractors hired by Contractor, regardless of whether UNLV consented to the use of any such Subcontractors. C. COMPLIANCE Contractor warrants and agrees that it will at all times during the Term(s), comply with all applicable local, state and federal standards, codes, statutes and regulations, including, but not limited to, OSHA, EPA, ADA, HIPAA, and provide upon request, proof of compliance with the foregoing. D. CONFIDENTIALITY Contractor acknowledges and agrees that it is to keep all confidential information secure and is not to disseminate or use any materials and/or data that belongs to UNLV, whether originals or copies. Contractor acknowledges that UNLV would be materially harmed if such confidentiality is not maintained and any referenced material and/or data was disseminated in any form without UNLV’s prior written approval. Contractor acknowledges and agrees that during the Term of this Contract, it may have access to nonpublic personal information relating to an identifiable individual (such as name, postal address, financial information, email address, telephone number, date of birth, Social Security number, and other sensitive information) of UNLV alumni, employees, and students (collectively, “UNLV User Data”). Contractor acknowledges and agrees that UNLV User Data is highly sensitive and to afford it the maximum security Contractor can provide using commercially acceptable standards, no less rigorous than it protects its own customer and employee data. Contractor agrees to comply with all applicable laws and regulations relating to privacy, including, but not limited to the Family Educational Rights and Privacy Act (“FERPA”) and the Gramm-Leach-Bliley Act (“GLBA”) Contractor shall immediately inform UNLV by telephone at (702) 895-1886, by email at [email protected], and in writing at the notice address of any information security incident, suspected unauthorized access, or breach involving UNLV User Data of which Contractor becomes aware. Except as prohibited by law, Contractor agrees to immediately destroy all confidential data and UNLV User Data received hereunder upon termination of this Contract. Contractor agrees to stipulate to an entry of injunctive relief without posting bond, in order to prevent or remedy a breach of this Section. Contractor acknowledges and agrees that any violation of this Section is a material breach of this Contract, and entitles UNLV to immediately terminate this Contract without penalty and receive a pro-rata refund of any prepaid unearned monies paid by UNLV. This Section shall survive termination of this Contract. E. DEBARMENT/SUSPENSION STATUS By signing the Contract, Contractor certifies that it is not suspended, debarred or ineligible from entering into contracts with the Executive Branch of the Federal Government, or in receipt of a notice of proposed debarment from any state agency or local public body. Contractor agrees to


Version 6.18.2013


provide immediate notice to UNLV in the event of being suspended, debarred or declared ineligible by any state or federal department or agency, or upon receipt of a notice of proposed debarment during the Term of this Contract. F. EQUAL EMPLOYMENT OPPORTUNITY By signing this Contract, Contractor certifies that it and its Subcontractors do not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, gender, sexual orientation, gender identity, age, national origin, or disability, and that it complies with all applicable federal, state and local laws and executive orders regarding employment. In the event Contractor or its Subcontractors are found guilty by an appropriate authority to be in violation of any such federal, state, or local law, UNLV may declare Contractor in breach of this Contract and immediately terminate this Contract, and Contractor shall immediately refund UNLV any prepaid or advance unearned monies that UNLV paid to Contractor. G. GOVERNING LAW

The parties agree that the laws of the State of Nevada shall govern the validity, construction, interpretation, and effect of this Contract, excluding any laws or principals regarding the conflict or choice of laws. Any and all disputes arising out of or in connection with this Contract shall be litigated in a court of competent jurisdiction in Clark County, State of Nevada, and Contractor expressly consents to the jurisdiction of said court. H. HEADINGS The headings in this Contract are for purposes of convenience and reference only and shall not in any way define, limit, extend or otherwise affect the meaning or interpretation of any of the terms hereof. I. INDEPENDENT CONTRACTOR Contractor expressly agrees that Contractor’s employees and/or Subcontractors shall not be treated or considered as the servants and employees of UNLV, it being the intention of the parties that Contractor shall be and remain an independent contractor, and that nothing contained in this Contract shall be construed inconsistent with that status. Contractor covenants and agrees to save and hold harmless UNLV from and against any and all damages, claims, costs or expenses whatsoever, due to the existence of any applicable labor/employment codes, ordinances, and of any and all claims, costs and expenses in connection therewith under any claim or subrogation provided by said applicable codes, ordinances or otherwise. J. MODIFICATION No alteration, modification, amendment, or supplement to this Contract or any of its provisions shall be effective, enforceable or binding unless made in writing and duly signed by the parties.


Version 6.18.2013


K. NOTICES Written notices required under this Contract shall be sent certified mail, return receipt requested, to: Director of Purchasing University of Nevada, Las Vegas 4505 S. Maryland Parkway Las Vegas NV 89154-1033 Contractor as follows: (INSERT NAME AND ADDRESS OF CONTRACTOR) L. OWNERSHIP OF MATERIALS By signing this Contract, Contractor acknowledges that any materials and/or data that may result from its efforts, as related to this Contract, are the property of UNLV and, as such, may not be disseminated in any form whatsoever to any person, group or organization without the prior written authorization of UNLV. Contractor further acknowledges that it is acting as the Custodian of Record for all materials and/or data that may result from this Contract and that all such materials and/or data must be transmitted, in its original and copied form, to UNLV within seventy two (72) hours of UNLV request to do so, and that its role as Custodian of Record shall remain as long as it has in its possession any such referenced materials and/or data. As applicable, Contractor shall provide good title to any applicable deliverable and Contractor shall execute any additional documents necessary to secure or renew UNLV’s rights in and to any applicable deliverable Contractor warrants that it is either the owner of all methodologies used and/or deliverables transferred/licensed (as applicable) hereunder or that it has all appropriate licenses or permissions necessary to perform the Services and/or transfer/license the deliverable(s) (as applicable) M. TAXES, LICENSES AND PERMITS It is the Contractor’s responsibility to secure all required licenses, permits, franchises, lawful authority and insurance necessary for the proper execution and completion of the Services to be performed hereunder. Contractor warrants and agrees that it is, and shall remain for the duration of this Contract, a duly organized, validly existing entity, in good standing , with all the requisite power, permissions, licenses, permits, franchise, insurance and authorities necessary to provide the goods and/or Services. UNLV is exempt from paying state, local and federal excise taxes as provided by Nevada Revised Statutes (“NRS”). The NSHE/UNLV State Tax Exempt Number is RCE-000-441. The Federal Tax ID number is 88-6000024. Companies conducting business for profit in Nevada are required to have a current Nevada business license pursuant to NRS 76.100(1) unless the entity is either a) a non-profit corporation or b) meets the requirements for an exemption and has filed the appropriate notice of exemption with the Nevada Secretary of State. Contractor certifies that it has a current Nevada business license or it is exempt and agrees to provide immediate notice to UNLV in the event the license is no longer valid.


Version 6.18.2013


N. TERMINATION FOR CONVENIENCE UNLV shall have the right at any time to terminate further performance of this Contract, in whole or in part, for any reason by providing Contractor with thirty (30) calendar days’ written notice. Such termination shall be effected by written notice from UNLV to Contractor, specifying the extent and effective date of the termination. On the effective date of the termination, Contractor shall terminate all work and take all reasonable actions to mitigate expenses. Contractor shall submit a written request for incurred costs performed through the date of termination, and shall provide any substantiating documentation requested by UNLV. In the event of such termination, UNLV agrees to pay Contractor within thirty (30) calendar days after acceptance of invoice. O. SEVERABILITY In the event any one or more of the provisions of this Contract shall for any reason be held to be invalid, illegal, or unenforceable, such provision(s) shall be treated as severable, leaving the remaining provisions of this Contract unimpaired, and the Contract shall be construed as if such invalid, illegal or unenforceable provision(s) were not present. P. USE OF UNIVERSITY NAME AND/OR LOGO IN ADVERTISING Contractor acknowledges and agrees that it shall not use the name of the Board of Regents of the Nevada System of Higher Education; University of Nevada, Las Vegas; Nevada State College; or any other NSHE logos, marks, trademarks, trade names, trade dress, slogans, or other indicia of ownership of the foregoing (collectively, “Marks”). Contractor further acknowledges and agrees that the Marks are the sole property of NSHE and that it shall not use any of the Marks in its advertising, or in the production of any materials related to this Contract, without the prior written approval of UNLV. Q. WAIVER A failure or delay of either party to enforce at any time any of the provisions of this Contract shall not be construed to be a waiver of a party's right to enforce strict compliance of such provisions(s) of this Contract. R. SMALL AND LOCAL BUSINESS CONCERNS REPORTING REQUIREMENTS

1) UNLV supports equal opportunity for minority owned, women-owned, and other small disadvantaged business concerns (“MWDBE”) to compete for contracts awarded by UNLV. UNLV also supports efforts to encourage local businesses to compete for UNLV contracts. In some situations, MWDBE and local business concerns may not have the depth or full capability to meet all the requirements of large contracts. Nevertheless, UNLV supports finding opportunities for such MWDBE and local business concerns to participate as Subcontractors or Tier 2 suppliers in large contracts.

2) If the purchase of goods or Services is anticipated to exceed $1,000,000 at any time during the life of the Contract, Contractor must provide, at a minimum, annual reports listing expenditures with MWDBE and Local Business Enterprises (as defined below). These reports pertain only to expenditures that are directly attributable to the UNLV prime Contract. The report must be available to UNLV by September 15th

of the applicable Contract year, and should contain the following information:


Version 6.18.2013


a) The name, city and state; type of Tier 2 status (local, women owned, minority/and or disadvantaged or Local Business Enterprise); and any certification of such status including the entity granting the certification if applicable. If a business concern meets more than one definition (e.g. local and women-owned, or minority and women owned), that should be identified;

b) A description of the goods or services purchased; and c) The amount of expenditures with the Subcontractor attributed to the prime Contract

for the most recent completed fiscal year (July 1 through June 30).

3) Definitions: Definition of Local Business Enterprise.

"Local Business Enterprise" is intended to mean a business concern that is a) owned 51% or more by Nevada residents, b) is headquartered in Nevada, or c) a majority of employees of the business are Nevada residents.

Definition of Disadvantaged Business Enterprise (DBE).

"Disadvantaged Business Enterprise" is intended to mean a business concern owned by a minority or woman that is at least fifty-one percent (51%) unconditionally owned by one or more minority or women individuals who are both socially and economically disadvantaged, or a publicly owned business that has at least fifty-one percent (51%) of its stock unconditionally owned by one or more such individuals and that has its management and daily business controlled by one or more such individuals. Individuals who certify that they are a member of named groups, i.e. African Americans, Hispanic Americans, American Indians and Alaska Natives (Eskimos and Aleuts) and Asian and Pacific Island Americans are to be considered socially and economically disadvantaged.

Definition of Minority Business Enterprise (MBE).

"Minority Business Enterprise" is intended to mean a business concern owned by one or more minority individuals that is at least fifty-one percent (51%) unconditionally owned by one or more minority individuals, or a publicly owned business that has at least fifty-one percent (51%) of its stock unconditionally owned by one or more such individuals and that has its management and daily business controlled by one or more such individuals. Individuals who certify that they are a member of named groups, i.e. African Americans, Hispanic Americans, American Indians and Alaska Natives (Eskimos and Aleuts) and Asian and Pacific Island Americans are to be considered socially and economically disadvantaged.

Definition of Women-Owned Business Enterprise (WBE).

"Women-Owned Business Enterprise" is intended to mean a business concern owned by one or more women that is at least fifty-one percent (51%) unconditionally owned by one or more women, or a publicly owned business that has at least fifty-one percent (51%) of its stock unconditionally owned by one or more such individuals and that has its management and daily business controlled by one or more such individuals.

Definition of Disabled Veteran Business Enterprise (DBE). "Disabled Veteran Business Enterprise" is intended to mean a business concern of which at least 51% of the ownership interest is held by one or more veterans with service-connected disabilities; that is organized to engage in commercial transactions; and that is managed and operated on a day-to-day basis by one or more veterans with service-connected


Version 6.18.2013


disabilities. This includes a business which meets the above requirements that is transferred to the spouse of a veteran with a service-connected disability upon the death of the veteran, as determined by the United States Department of Veterans Affairs.

Definition of Small Business Enterprise (SBE).

"Small Business Enterprise" is intended to mean a business concern which performs a commercially useful function, is not owned and controlled by individuals designated as minority, women, veterans, or physically-challenged, and where gross annual sales does not exceed $2,000,000.

S. JOINER Any governmental, state, or public entity within the State of Nevada may utilize this Contract at its option to obtain goods or services at the agreed upon price(s) throughout the term of the resulting contract with the authorization of Contractor. The NSHE/UNLV is not liable for the obligations of the governmental entity which joins or uses the resulting contract. T. AUDIT Contractor agrees to maintain and preserve its books and records in accordance with generally accepted accounting procedures for a minimum of three (3) years, or longer if required by an applicable law or regulation. Upon UNLV’s request, during the Term or for a period of two (2) years thereafter, Contractor shall in a timely manner, allow UNLV, UNLV’s internal auditor or a third party auditor retained by UNLV to audit and analyze Contractor’s compliance with the provisions of this Contract, and shall cooperate with any competent regulatory body and shall allow such other access to Contractor’s premises and relevant records where required by legal processes or applicable laws or regulations. U. FITNESS FOR DUTY, INSPECTION, AND LOANED ITEMS OR FACILITIES Contractor shall ensure that it has engaged sufficient personnel with the expertise required for the successful provision of Services to comply with all the requirements set forth in the Contract or any applicable Scopes of Work or SOW. Contractor shall ensure that all Contractor personnel providing the Services (which shall include Contractor principals and Subcontractors) shall: i) report for work in a manner fit to do their job when providing Services for UNLV or on UNLV owned, leased, or operated property (“Premises”) and ii) shall not be under the influence of or in possession of any alcoholic beverages or of any controlled substances (as defined by NRS 453.146 or any applicable federal law or statute) when providing Services for UNLV or on UNLV Premises (except as properly prescribed to them by a physician and provided that it does not affect their ability to safely and proficiently provide the Services). Searches by UNLV representatives may be made of persons, personal effects, lockers, or other storage areas on UNLV Premises to detect evidence of unlawful substances or prohibited items which must not be brought onto UNLV Premises. Any supplies, equipment, tools, items, vehicles, carts, or facilities shall be loaned solely as a convenience to Contractor and are provided “as is” without any representations as to the condition, suitability for use, freedom from defect, or hazards.


Version 6.18.2013


V. SUSTAINABILITY

a) A key focus of UNLV is to minimize the impact the procurement of goods and services has on the local environment. UNLV is committed to sustainable economic, social, and environmental practices in all operations involving UNLV. It is important that Contractor share this commitment as well. Therefore, sustainable goods and services should be offered whenever available or specifically when required in the Contract.

b) UNLV may request Contractor to provide reports related to sustainability on all goods and services provided. Reports may include, but are not limited to: sustainable attributes of each product or service, the dollar and percentage amount spent on sustainable or environmentally preferred products and services, and the total amount spent by UNLV.

a) All electronic equipment UNLV purchases must be Energy Star rated (or, if

there is no Energy Star rating for the desired equipment, energy efficient models or substitutes are preferred). The requirement to purchase Energy Star rated equipment will improve UNLV's energy and financial performance while distinguishing our institution as an environmental leader.

IN WITNESS WHEREOF, the parties have caused this instrument to be executed as of the Effective Date. APPROVED: BY: ______________________________________________________________________ (TYPE IN NAME OF APPROVER) Date THE BOARD OF REGENTS OF THE NEVADA SYSTEM OF HIGHER EDUCATION, ON BEHALF OF THE UNIVERSITY OF NEVADA, LAS VEGAS RECOMMENDED: BY: ______________________________________________________________________ TYPE IN NAME & TITLE OF PERSON FROM DEPARTMENT Date AUTHORIZED TO SIGN BY: ______________________________________________________________________ Gerry J. Bomotti, Senior Vice President for Finance & Business Date -AND/OR-


Version 6.18.2013


BY: ______________________________________________________________________ John Valery White, Executive Vice President and Provost Date APPROVED: BY: ______________________________________________________________________ Neal J. Smatresk, President Date APPROVED AS TO LEGAL FORM: BY: ______________________________________________________________________ Elda Luna Sidhu, General Counsel Date


1,000,000

1,000,000

1,000,000

2,000,000

1,000,000

100,000

100,000

PROFESSIONAL LIABILITY(IF APPLICABLE)

PER CLAIM

MINIMAL AGGREGATE

$ 1,000,000

$ 3,000,000

Board of RegentsNevada System of Higher Education4505 Maryland ParkwayLas Vegas, NV 89154

* Sample certificate of insurance includes copyrighted material of ACORD Corporation with its permission.

5,000,000

EXHIBIT ARFP 575-RB

EXHIBIT D

LIST OF EXISTING EQUIPMENT OWNED BY UNLV-SDM

1.) Kavo model trimmer 2.) Kavo polishing box 3.) Casting well 4.) Exhaust hood 5.) Casting bench with hoses 6.) 3 sinks with plaster traps. 7.) 11 bunsen burners 8.) Steam cleaner 9.) Electric welder 10.) 2 flammable cabinets 11.) 3 Kavo technician benches 12.) Microscope 13.) Kavo handpiece 14.) Ultrasonic cleaner 15.) Pressure pot 16.) Kavo standup benches and cabinets 17.) Flame soldering equipment 18.) Electric scales

RFP 575-RB

Documents

University of Nevada, Las Vegas - PURCHASING DEPARTMENT … · 2019. 12. 21. · purchasing department . business center south . nevada system of higher education (“nshe”), on