116358-O4(09-26).pdf

STRATEGIC

SERVICE

ALLIANCE

Proposal Date 05.05.2026

Contract Term

09.01.2026 – 08.31.2027

Prepared For

Mark Craft

Operations Manager

Mark.craft@nebraska.gov

Prepared By Brandon Bean

Account Manager bbean@liquitech.com

The LiquiTech system requires proper ongoing monitoring and maintenance to effectively control the waterborne pathogens it is designed to treat and control. LiquiTech will assign a specialized team to partner with your facility to implement a program for maximum pathogen control. This service program is offered by LiquiTech to ensure your ionization system(s) are being properly maintained and monitored. The testing program outlines a proper testing regimen to ensure distal locations are receiving necessary target ion levels, therefore effectively controlling waterborne pathogens in your water systems.

Western Nebraska Veterans’ Home 1102 W 42nd St

Scottsbluff, NE 69361

Strategic Service Agreement

LIQUITECH, INC., 421 EISENHOWER LANE S, LOMBARD, ILLINOIS 60148

LiquiTech Strategic Service Alliance – Page 2

Copper Silver Ionization Current Equipment Inventory System Name: Assisted Living

Controller Flow Meter Flow Cells REMS

LC7 S750 SN: 30004007

TFX5000 SN: 10017724

TFX5000 SN: 10011837

QF14-4/4 SN: 30004008

QF14-4/4 SN: 30004009

REMS SN:

018bf0a78d5b

System Name: Skilled Nursing

Controller Flow Meter Flow Cells REMS

LC5 S500 SN: 30004006

TFX5000 SN: 10021186

TFX5000 SN: 10017512

QF14-4/4 SN: 30004012

QF14-4/4 SN: 30004013

REMS SN:

018bc28be743

System Name: Kitchen

Controller Flow Meter Flow Cells REMS

LC3 S300 SN: 30004005

TFX5000 SN: 10021346

TFX5000 SN: 10017847

QF14-4/4 SN: 30004010

QF14-4/4 SN: 30004011

REMS SN:

018b6bd828b7

Strategic Service Agreement

LIQUITECH, INC., 421 EISENHOWER LANE S, LOMBARD, ILLINOIS 60148

LiquiTech Strategic Service Alliance – Page 3

Service Summary by Tier

Description Tier 2

System Monitoring & Analysis

System Adjustments

Alarm Resolution

Data & Testing Analysis

Testing & Validation

Legionella Lab Testing

Copper Silver Lab Testing

Source Water Quality Assessment

Engineering Analysis of Lab Results

Equipment Inspections

Copper Silver Engineering Site Visit

Flow Cell Maintenance

Electrode Replacement Program

Flow Cell Recalibration

Flow Cell Cleaning

Two-Way Ground Shipping of Flow Cells

Onsite Services Performed by LiquiTech

Copper Silver Sampling

Legionella Sampling

Flow Cell Exchanging

TERMS AND CONDITIONS Last update: 10/06/2025

ACCEPTANCE AND PAYMENT OF GOODS

In the event that the Contractor fails to provide the goods requested by the State, the State will not pay for such products until the same has been received and accepted by the State.

ADVERTISING

The Contractor agrees not to refer to the Contract in advertising in such a manner as to state or imply that the company or its services are endorsed or preferred by the State. News releases pertaining to the project shall not be issued without prior written approval from the State.

ANTITRUST

The Contractor hereby assigns to the State any and all claims for overcharges as to goods and/or services provided in connection with this Contract resulting from antitrust violations which arise under antitrust laws of the United States and the antitrust laws of the State.

ASSIGNMENT BY THE STATE

The State shall have the right to assign or transfer the Contract or any of its interests herein to any agency, board, or commission of the State of Nebraska. There shall be no charge to the State for any assignment hereunder.

ASSIGNMENT BY THE CONTRACTOR

Contractor shall not assign or transfer any interest, rights, or duties under this Contract without prior written consent of the State. In the absence of such written consent, any assignment or attempt to assign shall constitute a breach of this Contract. Contractor retains the right to enter into a sale, merger, acquisition, internal reorganization, or similar transaction involving Contractor’s business. Contractor agrees to cooperate with the State in executing amendments to the Contract to allow for the transaction. If a third party or entity is involved in the transaction, Contractor will remain responsible for performance of the Contract until such time as the person or entity involved in the transaction agrees in writing to be contractually bound by this Contract and perform all obligations of the Contract.

ASSURANCES BEFORE BREACH

If any document or deliverable required pursuant to the Contract does not fulfill the requirements of the Contract, upon written notice from the State, the Contractor shall deliver assurances in the form of additional Contractor resources at no additional cost to the project in order to complete the deliverable, and to ensure that other project schedules will not be adversely affected.

ATTORNEY’S FEES

In the event of any litigation, appeal, or other legal action to enforce any provision of the Contract, the Contractor agrees to pay all expenses of such action, as permitted by law, including attorney’s fees and costs, if the State is the prevailing party.

BREACH BY CONTRACTOR

The State may terminate the Contract, in whole or in part, if the Contractor fails to perform its obligations in a timely and proper manner. The State may, by providing a written notice of default to the Contractor, allow the Contractor to cure a failure or breach within a period of thirty (30) calendar days (or longer at State’s discretion considering the gravity and nature of the default). Said notice shall be delivered by Certified Mail, Return Receipt Requested, or in person with proof of delivery. Allowing the Contractor time to cure a failure or breach does not waive the State’s right to immediately terminate the Contract for the same or different breach which may occur at a different time. The State may, at its discretion, contract for any services required to complete this Contract and hold Contractor liable for any excess cost caused by Contractor’s default. This provision shall not preclude the pursuit of other remedies for breach of contract as allowed by law.

COMPLIANCE WITH CIVIL RIGHTS LAWS AND EQUAL OPPORTUNITY EMPLOYMENT / NONDISCRIMINATION The Contractor shall comply with all applicable local, state, and federal statutes and regulations regarding civil rights laws and equal opportunity employment. The Nebraska Fair Employment Practice Act prohibits Contractors of the State of Nebraska, and their Subcontractors, from discriminating against any employee or applicant for employment, with respect to hire, tenure, terms, conditions, compensation, or privileges of employment because of race, color, religion, sex, disability, marital status, or national origin (Neb. Rev. Stat. §48-1101 to 48-1125). The Contractor guarantees compliance with the Nebraska Fair Employment Practice Act, and breach of this provision shall be regarded as a material breach of Contract.

CONFIDENTIALITY

All materials and information provided by the State or acquired by the Contractor on behalf of the State shall be regarded as confidential information. All materials and information provided by the State or acquired by the Contractor on behalf of the State shall be handled in accordance with federal and state law, and ethical standards. The Contractor must ensure the confidentiality of such materials or information. Should said confidentiality be breached by a Contractor; Contractor shall notify the State immediately of said breach and take immediate corrective action.

It is incumbent upon the Contractor to inform its officers and employees of the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a. Specifically, 5 U.S.C. 552a (i)(1), which is made applicable to Contractors by 5 U.S.C. 552a (m)(1), provides that any officer or employee of a Contractor, who by virtue of his/her employment or official position has possession of or access to agency records which contain individually identifiable information, the disclosure of which is prohibited by the Privacy Act or regulations established thereunder, and who knowing that disclosure of the specific material is prohibited, willfully discloses the material in any manner to any person or agency not entitled to receive it, shall be guilty of a misdemeanor and fined not more than $5,000.

CONTRACTOR RESPONSIBILITY

The Contractor is solely responsible for fulfilling the Contract, with responsibility for all services offered and products to be delivered.

DEBARMENT

The Contractor certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency from participating in transactions (debarred). The Contractor also agrees to include the above requirements in any and all subcontracts into which it enters. The Contractor shall immediately notify the State if, during the term of this contract, Contractor becomes debarred. The State may immediately terminate this contract by providing Contractor written notices if Contractor becomes debarred during the term of this Contract.

DISASTER RECOVERY/BACK UP PLAN

The Contractor shall have a disaster recovery and back-up plan, of which a copy should be provided to the State, which includes, but is not limited to equipment, personnel, facilities, and transportation, in order to continue services as specified under these specifications in the event of a disaster.

DRUG POLICY

Contractor certifies that it maintains a drug free workplace environment to ensure worker safety and workplace integrity. Contractor agrees to provide a copy of its drug free workplace policy at any time upon request by the State.

FORCE MAJEURE

Neither party shall be liable for any costs or damages resulting from its inability to perform any of its obligations under the Contract due to a natural disaster, or other similar event outside the control and not the fault of the affected party (“Force Majeure Event”). A Force Majeure Event shall not constitute a breach of the Contract. The party so affected shall immediately give notice to the other party of the Force Majeure Event. The State may grant relief from performance of the Contract if the Contractor is prevented from performance by a Force Majeure Event. The burden of proof for the need for such relief shall rest upon the Contractor. To obtain release based on a Force Majeure Event, the Contractor shall file a written request for relief with the State Purchasing Bureau. Labor disputes with the impacted party’s own employees will not be considered a Force Majeure Event and will not suspend performance requirements under the Contract.

FUNDING OUT CLAUSE OR LOSS OF APPROPRIATIONS

The State may terminate the Contract, in whole or in part, in the event funding is no longer available. The State’s obligation to pay amounts due for fiscal years following the current fiscal year is contingent upon legislative appropriation of funds for the Contract. Should said funds not be appropriated, the State may terminate the Contract with respect to those payments for the fiscal years for which such funds are not appropriated. The State will give the Contractor written notice thirty (30) calendar days prior to the effective date of any termination, and advise the Contractor of the location (address and room number) of any related equipment. All obligations of the State to make payments after the termination date will cease and all interest of the State in any related equipment will terminate. The Contractor shall be entitled to receive just and equitable compensation for any authorized work which has been satisfactorily completed as of the termination date. In no event shall the Contractor be paid for a loss of anticipated profit.

GOVERNING LAW

The Contract shall be governed in all respects by the laws and statutes of the State of Nebraska. Any legal proceedings against the State of Nebraska regarding this Contract shall be brought in the State of Nebraska administrative or judicial forums as defined by State law. The Contractor must be in compliance with all Nebraska statutory and regulatory law.

INDEMNIFICATION

1. GENERAL

The Contractor agrees to defend, indemnify, hold, and save harmless the State and its employees, volunteers, agents, and its elected and appointed officials (“the indemnified parties”) from and against any and all claims, liens, demands, damages, liability, actions, causes of action, losses, judgments, costs, and expenses of every nature, including investigation costs and expenses, settlement costs, and attorney fees and expenses (“the claims”), sustained or asserted against the State, arising out of, resulting from, or attributable to the willful misconduct, negligence, error, or omission of the Contractor, its employees, Subcontractors, consultants, representatives, and agents, except to the extent such Contractor liability is attenuated by any action of the State which directly and proximately contributed to the claims.

2. INTELLECTUAL PROPERTY

The Contractor agrees it will, at its sole cost and expense, defend, indemnify, and hold harmless the indemnified parties from and against any and all claims, to the extent such claims arise out of, result from, or are attributable to, the actual or alleged infringement or misappropriation of any patent, copyright, trade secret, trademark, or confidential information of any third party by the Contractor or its employees, Subcontractors, consultants, representatives, and agents; provided, however, the State gives the Contractor prompt notice in writing of the claim. The Contractor may not settle any infringement claim that will affect the State’s use of the Licensed Software without the State’s prior written consent, which consent may be withheld for any reason.

If a judgment or settlement is obtained or reasonably anticipated against the State’s use of any intellectual property for which the Contractor has indemnified the State, the Contractor shall, at the Contractor’s sole cost and expense, promptly modify the item or items which were determined to be infringing, acquire a license or licenses on the State’s behalf to provide the necessary rights to the State to eliminate the infringement, or provide the State with a non-infringing substitute that provides the State the same functionality. At the State’s election, the actual or anticipated judgment may be treated as a breach of warranty by the Contractor, and the State may receive the remedies provided under this ITB.

3. PERSONNEL

The Contractor shall, at its expense, indemnify and hold harmless the indemnified parties from and against any claim with respect to withholding taxes, worker’s compensation, employee benefits, or any other claim, demand, liability, damage, or loss of any nature relating to any of the personnel provided by the Contractor.

INDEPENDENT CONTRACTOR

It is agreed that nothing contained herein is intended or should be construed in any manner as creating or establishing the relationship of partners between the parties hereto. The Contractor represents that it has, or will secure at its own expense, all personnel required to perform the services under the Contract. The Contractor’s employees and other persons engaged in work or services required by the Contractor under the Contract shall have no contractual relationship with the State; they shall not be considered employees of the State.

All claims on behalf of any person arising out of employment or alleged employment (including without limit claims of discrimination against the Contractor, its officers, or its agents) shall in no way be the responsibility of the State. The Contractor will hold the State harmless from any and all such claims. Such personnel or other persons shall not require nor be entitled to any compensation, rights, or benefits from the State including without limit, tenure rights, medical and hospital care, sick and vacation leave, severance pay, or retirement benefits.

INSPECTION AND APPROVAL

Final inspection and approval of all work required under the Contract shall be performed by the designated State officials. The State and/or its authorized representatives shall have the right to enter any premises where the Contractor or Subcontractor duties under this Contract are being performed, and to inspect, monitor, or otherwise evaluate the work being performed. All inspections and evaluations shall be at reasonable times and in a manner that will not unreasonably delay work.

INVOICES

Invoices for payments must be submitted by the Contractor to the agency requesting the goods with sufficient detail to support payment. The terms and conditions included in the Contractor’s invoice shall be deemed to be solely for the convenience of the parties. No terms or conditions of any such invoice shall be binding upon the State, and no action by the State, including without limitation the payment of any such invoice in whole or in part, shall be construed as binding or estopping the State with respect to any such term or condition, unless the invoice term or condition has been previously agreed to by the State as a change order to the Contract.

NE ACCESS TECHNOLOGY STANDARDS

Contractor shall review the Nebraska Technology Access Standards, found at https://das.nebraska.gov/materiel/purchase_bureau/vendor-info.html and ensure that products and/or services provided under the Contract are in compliance or will comply with the applicable standards. In the event such standards change during the Contractor’s performance, the State may create a change order to the Contract to request that the Contract comply with the changed standard at a cost mutually acceptable to the parties.

PAYMENT

State will render payment to Contractor when the terms and conditions of the Contract and specifications have been satisfactorily completed on the part of the Contractor as solely determined by the State.

Payment will be made by the responsible agency in compliance with the State of Nebraska Prompt Payment Act (See Neb. Rev. Stat. §81-2401 through 81-2408). The State may require the Contractor to accept payment by electronic means such as ACH deposit. In no event shall the State be responsible or liable to pay for any goods provided by the Contractor prior to the Effective Date, and the Contractor hereby waives any claim or cause of action for any such claims.

PERMITS, REGULATIONS, LAWS

The Contractor shall procure and pay for all permits, licenses, and approvals necessary for the execution of the Contract. The Contractor shall comply with all applicable local, state, and federal laws, ordinances, rules, orders, and regulations.

PROHIBITION AGAINST ADVANCE PAYMENT

Payments shall not be made until Contract deliverable(s) are received and accepted by the State.

RIGHT TO AUDIT

All Contractor books, records, and documents, regardless of physical form, including data maintained in computer files or on magnetic, optical, or other media, relating to work performed or monies received under this Contract, shall be subject to audit by the State or its authorized representative at any reasonable time and upon the provision of reasonable notice.

All records shall be maintained in accordance with generally accepted business practices. Notwithstanding any other requirement in this Contract to maintain certain records (as identified in that requirement) for a longer period, Contractor shall maintain all records for at least five (5) years from the date of final payment. As required by law, records that fall under the provisions of the Health Insurance Portability and Accountability Act (“HIPAA”) and all associated rules and regulations, including, but not limited to, the policies and procedures identified in 45 CFR §164.316, shall be maintained for at least six (6) years from the date of their creation or date when the policy or procedures were last in effect.

In addition to the foregoing retention periods, all records shall be maintained until all issues related to an audit, litigation or other action are resolved to the satisfaction of the State

The State shall have the right to audit Contractor’s performance of this Contract for any reason upon submission of written notice at least thirty (30) days prior to such audit. Contractor shall utilize generally accepted accounting principles, and shall maintain the accounting records, and other records and information relevant to this Contract (the “Information”) to enable the State to audit this Contract. The State may audit, and Contractor shall maintain, Information during the term of this Contract and for a period of five (5) years after the completion of this Contract or until all issues or litigation are resolved, whichever is later.

Contractor shall make the Information available to the State at Contractor’s place of business or a location acceptable to both Parties during normal business hours. If this is not practical or Contractor so elects, Contractor may provide electronic or paper copies of the Information. The State reserve the right to examine, make copies of, and take notes on any Information relevant to this Contract, regardless of the form or the Information, how it is stored, or who possesses the Information. Under no circumstance will Contractor be required to create or maintain documents not kept in the ordinary course of Contractor’s business operations, nor will Contractor be required to disclose any Information, including, but not limited to, product cost data, which is confidential or proprietary to Contractor.

Contractor agrees to correct any material weaknesses or condition found as a result of the audit.

In addition to, and in no way in limitation of, any obligation in this Contract, Contractor shall be liable for audit exceptions, and shall return to the State all payments made under this Contract for which an exception has been taken or which has been disallowed because of such an exception, upon demand from the State.

SEVERABILITY

If any term or condition of the Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and conditions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid.

SITE RULES AND REGULATIONS

The Contractor shall use its best efforts to ensure that its employees, agents, and Subcontractors comply with site rules and regulations while on State premises. If the Contractor must perform on-site work outside of the daily operational hours set forth by the State, it must make arrangements with the State to ensure access to the facility and the equipment has been arranged. No additional payment will be made by the State on the basis of lack of access, unless the State fails to provide access as agreed to between the State and the Contractor.

STATE PROPERTY

The Contractor shall be responsible for the proper care and custody of any State-owned property which is furnished for the Contractor's use during the performance of the Contract. The Contractor shall reimburse the State for any loss or damage of such property; normal wear and tear is expected.

TAXES

The State is not required to pay taxes of any kind and assumes no such liability as a result of this solicitation. Any property tax payable on the Contractor's equipment which may be installed in a state-owned facility is the responsibility of the Contractor.

TERMINATION

The Contract may be terminated as follows:

1. The State and the Contractor, by mutual written agreement, may terminate the Contract at any time.

2. The State, in its sole discretion, may terminate the Contract for any reason upon thirty (30) calendar days written notice to the Contractor. Such termination shall not relieve the Contractor of warranty or other obligations incurred under the terms of the Contract. In the event of cancellation the Contractor shall be entitled to payment, for those products received and accepted by the State, or determined on a pro rata basis, for products or services satisfactorily performed or provided.

3. The State may terminate the Contract immediately for the following reasons:

a. The State determines that Contractor has violated a material term on this Contract;

b. If directed to do so by statute;

c. Contractor has made an assignment for the benefit of creditors, has admitted in writing its inability to pay debts as they mature, or has ceased operating in the normal course of business;

d. a trustee or receiver of the Contractor or of any substantial part of the Contractor’s assets has been appointed by a court;

e. fraud, misappropriation, embezzlement, malfeasance, misfeasance, or illegal conduct pertaining to performance under the Contracts by its Contractor, its employees, officers, directors, or shareholders;

f. an involuntary proceeding has been commenced by any party against the Contractor under any one of the chapters of Title 11 of the United States Code and (i) the proceeding has been pending for at least sixty (60) calendar days; or (ii) the Contractor has consented, either expressly or by operation of law, to the entry of an order for relief; or (iii) the Contractor has been decreed or adjudged a debtor;

g. a voluntary petition has been filed by the Contractor under any of the chapters of Title 11 of the United States Code;

h. Contractor intentionally discloses confidential information;

i. Contractor has or announces it will discontinue support or provision of the deliverable;

j. second or subsequent documented “vendor performance report” form deemed acceptable by the State Purchasing Bureau;

k. Contractor engaged in collusion or ones’ actions which could have provided Contractor an unfair advantage in obtaining this Contract; or

l. Funding is no longer available.

TIME IS OF THE ESSENCE

Time is of the essence in this Contract. The acceptance of late performance with or without objection or reservation by the State shall not waive any rights of the State nor constitute a waiver of the requirement of timely performance of any obligations on the part of the Contractor remaining to be performed.

http://nitc.nebraska.gov/standards/2-201.html

20260603140813542.pdf