DOC1553415254.pdf

University of Nebraska Non-Competitive Purchase Documentation

Board of Regents Policy 6.2.1.10 (b) provides that “except as otherwise provided in this purchasing policy, any purchase committing the University to an expenditure of $150,000 or more shall be made to the lowest responsible bidder.” Board of Regents Policy 6.2.1.7 provides that “If small purchase procedures are used, price or rate quotations must be obtained from an adequate number of qualified sources. There are exceptions allowed to this policy in 6.2.1.10 (f), which explains when competitive bidding is not required.

This form is designed to assist in complying with policy. It is to be used for purchases of $150,000 or more that are not competitively bid or small purchases where quotations are not obtained. It must be signed by the person seeking the non-competitive purchase, as well as the funding approver and returned to your campus procurement office or the Office of the Vice President for Business and Finance.

INSTRUCTIONS for Completion of this Form:

Please check the category below for which your particular transaction qualifies as a non-competitive purchase. The column § (subsection) refers to Board Policy 6.2.1.10 (f). Incomplete forms will be returned.

§ EXCEPTION TO COMPETITIVE PURCHASE

1. Purchase of unique or non-competitive articles or services (e.g., “Sole Source”). Without limiting the generality of the foregoing sentence, examples of unique or non-competitive articles and services are public utility services, regulated central office telephone services, books, pamphlets and periodicals, and specially designed business, research or scientific equipment and related software. This category of purchase shall be accompanied by a written justification from the requesting unit and must have the prior written approval by the principal business officer or their designee.

2. Contracts for professional services; provided, however, that any contract for architectural, engineering, land surveying or landscape architectural services shall be made in accordance with applicable law and Board of Regents policies requiring competitive negotiations for such services. “Professional Service” means (a) any type of service which requires a license or other legal authorization as a condition precedent to the rendering of the service, or (b) any other type of service commonly recognized as a professional service, including, but not limited to, accounting and auditing, actuarial, legal, personnel, financial, computing, management, marketing, educational program planning or evaluation, facilities planning or evaluation, insurance and risk management, or travel agency services. (See RP-6.2.1(4)(h))

3. Purchases necessary in emergency situations.

4. Contracts for maintenance or servicing of equipment with the manufacturer of the equipment or the manufacturer's authorized service agent, where in the judgment of the principal business officer such maintenance or service can be most effectively performed by the manufacturer or its authorized service agent.

5. Contracts on capital construction projects (a) for the services of a construction manager who may or may not at the discretion of the University also be engaged on the project as the general contractor or (b) for the services of a design/build contractor who will be engaged on the project to furnish design services by a qualified architect or engineer and to provide general contractor services; provided, the contracts shall be awarded in accordance with RP-6.3.7.

Additional Required Information:

Supplier Name: Amount of Purchase:

Description Supporting Non-Competitive Purchase Determination:

Check HERE if additional supporting documentation attached In accordance with Board of Regents Policy 6.2.1.16, Purchases Involving University Personnel, by signing below, you hereby affirm that you have no conflict of interest in the selection of this supplier, nor will you receive personal or financial benefit from this purchase.

Requestor’s Signature Requestor’s Name (Printed) Date

Funding Approver's Signature Funding Approver’s Name (Printed) Date

Submitted By (Procurement Services): Approved By:

Signature Date

Name (Printed): _________________________________ _____

Signature Date

Name (Printed): ______________________________________

Ross Gay Digressions, LLC 12,000.00

John Price

Tanushree Ghosh

Ross Gay will be the Distinguished Visiting Author in Creative Nonfiction, sponsored by the UNO Department of English. He will be giving a series of talks, visiting with students, and signing books. In addition to the speaker’s fee, the English Dept. and co-sponsors will be covering travel expenses.

04/21/2025 | 13:34 CDT

04/21/2025 | 13:36 CDT

04/28/25 | 16:57 CDT

Shanon Wright

04/29/25 | 09:15 CDT

Ross Gay

Procure-to-Pay 3835 Holdrege Street | Lincoln, NE 68583-0742 | 402.472.2126 nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier Name ROSS GAY

Contact Information

Vaughan Fielder vafielder+disgressions@gmail.com

REQUESTING DEPARTMENT

Participating Campuses

UNO

Department Contact

John Price ptprice@unomaha.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Title University of Nebraska Contract Workspace Template

Contract Summary (brief description and / or event name)

Contract for Ross Gay, a speaker that will be visiting UNO in September and spe event.

Purchase Category Training Services Commodity 86

Current Contract Amount

$12,000 USD

Total Contract Amount

$12,000 USD

Start Date 09/27/2025

End Date 10/31/2025

Renewals Zero

COMPETITION REVIEW

Bid Number N/A

Competitive Review Findings

NCPD Approved

Additional Contract Information

N/A

INTERNAL USE ONLY

CW29518

DIGRESSIONS, LLC / Ross Gay / 316 South Buckner Street/ Bloomington, IN 47403 Representation: Vaughan Ashlie Fielder, The Field Office / fielder@fieldofficewriters.com

Digressions, LLC

This contract is entered into by and between DIGRESSIONS, LLC (Ross Gay), (“Speaker”), 316 South Buckner Street, Bloomington, IN 47403 and UNIVERSITY OF NEBRASKA OMAHA (“Sponsor”), 6001 Dodge St, Omaha, NE 68182, effective as of the date shown below.

The Speaker agrees to visit Omaha, NE From September 27 – 30, 2025 as a guest of the English Department Creative Nonfiction Writing Program in the following capacity:

Saturday, September 27 Speaker arrives in Omaha;

Sunday, September 28 Speaker delivers a reading at a community arts event;

Monday, September 29 Speaker delivers a talk to students;

Speaker delivers an evening reading;

Tuesday, September 30 Speaker departs Omaha.

The Sponsor agrees to provide the following consideration:

• An honorarium in the amount of twelve thousand dollars and no cents ($12,000.00) payable by check or direct deposit to DIGRESSIONS, LLC, due in full within 14 days of the final event. Ross Gay will provide an up-to-date W9 with this agreement upon request;

• Round trip “premium economy” airfare;

• Up to three nights of hotel accommodations;

• Provide copies of Speaker’s books to be sold onsite;

• Correspond on all logistical matters with Vaughan Ashlie Fielder at The Field Office, LLC.

Terms: It is understood that this contract is binding on both parties; it cannot be cancelled except as follows: The Speaker and the Sponsor mutually agree that either party may cancel this contract and all parties shall be released from any liability or damages hereunder, if the Speaker or Sponsor is unable to fulfill the terms of this contract due to an act of God or any other legitimate conditions beyond the control of the Speaker or Sponsor. However, it is agreed by both parties that best efforts will be made by both parties to so adapt so that the event(s) will be presented as scheduled. Speaker and Sponsor agree to monitor the Covid 19 virus and will make a mutual decision regarding the safety of travel closer to the event date. If the event is canceled, the Sponsor will reimburse the Speaker for any travel costs incurred.

Agreed and Accepted:

Speaker

Ross Gay

Date: __________________________________

Sponsor: University of Nebraska

Date: __________________________________

04/29/25 | 09:15 CDT 04/29/25 | 09:21 CDT

Title: Speaking Engagement Agreement

Revised: 160425

University of Nebraska Speaking Engagement Agreement

This University of Nebraska Speaking Engagement Agreement (the “Agreement”) is made and entered as of the date of the last signature set forth below between the Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska (“University”), which is composed of a chief governing administrative unit (University of Nebraska System), four universities (University of

Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical Center, and

University of Nebraska at Omaha), and such other institutions and units as may be designated by the

Nebraska Legislature, and ____________________________ (“Speaker”).

RECITALS

A. Speaker possesses requisite professional knowledge and experience to perform the presentation as described in this Agreement (“the Presentation”).

B. University desires to engage Speaker to perform the Presentation under the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and the above recitals, which are incorporated herein by this reference, the parties agree as follows:

1. Details of the Presentation. If any of the following are contained as a document that is ancillary to this Agreement (“Ancillary Document”), such as an addendum, exhibit, appendix, or attachment, please attach to this Agreement and indicate appropriately. The Speaker’s services provided in preparation for and as part of the Presentation shall be referred to as the “Engagement.”

Name of Presentation:

Content of Presentation:

Date of Presentation:

Location of Presentation:

Time of Presentation:

Equipment/Services Requested by Speaker:

2. Compensation and Expenses. Travel expenses shall be preapproved by the University and in accordance with the University’s travel policy located at https://nebraska.edu/travel/travel-policy. Further, no additional compensation shall be due to Speaker for any use or reuse of the rights granted or agreed to be granted hereunder to the University.

University Paid University Reimbursed

Fee/Honorarium $

Lodging $ $

Meals $ $

Transportation $ $

Mileage $ $

Other: [specify] $ $

Expenses not designated as “University Paid” or “University Reimbursed” are Speaker’s responsibility.

https://nebraska.edu/travel/travel-policy

3. Term. The term of this Agreement shall begin on the Effective Date and terminate on the later of

________________ or completion of the Engagement (“Term”). Time is of the essence in this Agreement.

4. Payment. University shall pay to Speaker the amount indicated in section 2 as the total payment for the Engagement within forty-five (45) days after University’s receipt of an accurate invoice and all requested supporting documentation. Along with its invoice, Speaker shall submit adequate receipts and documentation as requested by University to support reimbursement of all previously agreed upon reimbursable expenses. University, in its discretion, may decline to reimburse expenses that are not pre-approved or fail to comply with applicable policies and procedures. All payments to be made by the

University shall be made by University check or ACH issued by the State of Nebraska. No payments will be made in cash. University may withhold the whole or part of any payments to Speaker to the extent necessary to protect the University from loss due to injury or damage to personnel or property of the

University or third parties caused by the negligent acts or omissions of Speaker, its employees, or agents.

Speaker shall not invoice University sooner than conclusion of the Engagement. Speaker shall be solely responsible for payment of income, social security, and other employment taxes due to the proper taxing authorities, and that University will not deduct such taxes from any payments to Speaker hereunder unless required by law. Speaker may charge University interest for late payment in compliance with Neb. Rev. St.

§ 81-2404.

5. Taxes. University is generally exempt from payment of state sales and use taxes and local occupation taxes within the State of Nebraska. University will furnish exemption certificates upon written request by Speaker. If Speaker is required to pay any taxes from which University is exempt as a result of doing business with University, it shall be solely responsible for the payment of those taxes.

6. Presentation Equipment Request. The University will use reasonable efforts to provide any equipment for the Presentation requested in writing by the Speaker. If the University is unable to obtain the exact equipment requested, the University and Speaker will work together to find a suitable replacement.

University does not warrant that the equipment requested by Speaker will be sufficient for Speaker’s specific needs.

7. Advertising and Promotion of Presentation. The University shall have complete control over advertising, billing, and promotion of the Presentation. Speaker shall not authorize or release any advertising or promotional materials relating to the Presentation without the advance written consent of the

University.

8. Control of Performance. Speaker shall have control over the production, presentation, and performance of the Engagement; provided, however, that Speaker shall not engage in any obscene behavior, nor shall Speaker encourage or entice patrons to engage in violent, destructive, or riotous behavior. Speaker’s representative shall have authority in directing personnel operating lights and sound equipment during rehearsal and performance of the Presentation. University retains the right to control all other aspects of the Presentation, including sound levels and the right to stop the Presentation in the case of an emergency or if, in University’s reasonable opinion, there is a safety issue. The University has the right to direct Speaker to discontinue any activity constituting violation of any University policy.

9. Cancellation.

a. Either party may cancel the Engagement without liability by giving the other party written notice thereof at least thirty (30) days prior to the date of the Presentation and any deposit paid by University to

Speaker shall immediately be returned to University. Subject to the following paragraph, if Speaker breaches or terminates the Agreement within thirty (30) days prior to the date of the Presentation, Speaker shall immediately return to University any deposit paid by University and shall reimburse University for all advertising, promotion, and other costs associated with the Engagement incurred up to the date of cancellation.

b. Either party may cancel the Agreement, and both parties will be released from any liability or damages hereunder, if the terms of the Agreement cannot be fulfilled due to an act of God or any other legitimate condition beyond the reasonable control and without the fault or negligence of University or

Speaker (“Force Majeure Event”). Notwithstanding any Force Majeure Event, the parties shall make a reasonable effort to hold the Event as scheduled.

10. Intellectual Property.

a. Grant of Rights. Speaker hereby grants to the University the right and permission to take photographs and make recordings, including without limitation video and audio recordings, of the voice and likeness of Speaker, information about or concerning Speaker, and scenes in which Speaker may be included in whole or in part (collectively, the “Recordings”) during or in connection with the Engagement.

Speaker further grants the University the right and permission to use and publicly display in perpetuity the

Recordings in all manners and modes of broadcast, transmission, communication, display, and production in any form, forum, format, or media now or hereafter known or developed throughout the universe. Such right and permission shall encompass any copyrights or other intellectual property rights Speaker may have in Speaker’s contributions to the Recordings, including any audio or video recordings, slide presentations

(whether in slide or hard copy form), reports, analyses, or records created or prepared by Speaker and presented in conjunction with the Engagement.

Speaker reserves all rights not expressly licensed herein, including all rights to the Presentation, materials referenced in the Presentation, and materials used or seen in the Recordings.

b. Name, Likeness, and Biography. Speaker hereby grants to the University the right to issue and authorize the issuance of publicity concerning Speaker and the exclusive and perpetual right to use and license others to use Speaker’s name, likeness, and biography in connection with the production, exhibition, distribution, advertising, publicizing, or other exploitation of the Presentation or Recordings.

Notwithstanding the foregoing, Speaker shall not be expressly represented as using or endorsing any product or service without Speaker’s prior written consent.

c. Warranties and Representations. Speaker warrants and represents that Speaker is free to enter into this Agreement and is under no restriction or prohibition, whether contractual or otherwise, with respect to Speaker's right to grant all of the above-described rights to the University and further warrants that no prior obligations, contracts, or agreements of any kind undertaken previously or subsequently will interfere with the rights granted to the University. Speaker warrants that Speaker's contributions to the Recordings do not infringe upon the rights of any third party or violate the rights of privacy, publicity, copyright, or any other statutory or common law rights of any kind or nature of any person or entity.

Speaker represents that copies of materials Speaker provides to attendees at the Presentation will be made only from legal copies and that Speaker: (a) owns the copyright; (b) has written permission of the copyright owner(s) for this use; or (c) reasonably believes this use of each copyrighted work to be fair use or in the public domain. Copyright notices and attributions for each copyrighted work will be included on all such materials.

d. Releases. Speaker agrees to release, discharge, and covenant not to sue the University from all liability to himself or herself, and his or her personal representatives, heirs, executors, administrators, assigns, and next of kin, for any and all loss or damage and from any claims, causes of action, or demands for the same which Speaker now has or later may have against the University in any way resulting from or in connection with the Recordings.

11. Relationship of Parties. No agency, partnership, or joint venture is created by this Agreement.

The parties affirmatively disclaim any intent to form such relationship. Speaker is solely responsible for maintenance and payment of insurance and the like that may be required by federal, state, or local law with respect to any sums paid hereunder. Speaker is not University’s agent or representative and has no authority to bind or commit University to any agreements or other obligations.

12. Liability. To the fullest extent allowed by law, Speaker shall defend, indemnify, and hold harmless

University, its regents, officers, employees, agents, and students, for any loss, claim, damage, expense, or liability of any kind, including reasonable attorneys’ fees and costs, arising out of or in connection with the acts or omissions of Speaker and its officers, employees, agents, and subcontractors under this Agreement.

13. Insurance. Speaker shall at its own expense obtain and maintain throughout the Term of this

Agreement general commercial liability insurance against claims for bodily injury, death, and property damage with limits of not less than $1,000,000.00 per occurrence, and $3,000,000.00 general aggregate to cover such liability caused by, or arising out of, activities of Speaker and its agents and/or employees while engaged in or preparing for the Engagement. Upon request by University, Speaker shall furnish to

University certificates of insurance evidencing that such insurance is effective prior to engaging in or preparing for the Engagement. Speaker further agrees, upon request, to include University as an additional insured on its general liability insurance policy on a primary and non-contributory basis.

14. Confidentiality.

a. Definition. "Confidential Information" means all information furnished by one party (the “Disclosing

Party”) to the other party (the “Receiving Party”) that is (i) clearly marked or otherwise clearly designated as confidential or (ii) should be reasonably understood by the Receiving Party to be confidential.

b. Obligations. Except as otherwise required by law, the Receiving Party shall not use Confidential

Information for any purpose other than the purpose for which the Confidential Information was disclosed (the “Purpose”); shall protect and maintain Confidential Information in strict confidence;

and shall not , without the Disclosing Party’s prior written consent, disclose Confidential Information to any other person or entity, except those of the Receiving Party’s directors, officers, or employees

(“Representatives”) on a need-to-know basis to carry out the Purpose and who are advised of the confidential nature of the information and are under obligations of confidentiality and non-use at least as stringent as those herein.

c. Return or Destruction. Upon termination of this Agreement or request of the Disclosing Party, the

Receiving Party shall return or destroy all Confidential Information including materials containing such Confidential Information. Notwithstanding the foregoing and except for data subject to the terms of a Business Associate Agreement or Data Security Addendum to this Agreement, the

Receiving Party (i) may retain one (1) archival copy of the Confidential Information for legal, regulatory, or compliance purposes; (ii) shall not be required to return or destroy any computer files created during automatic system backups that are subsequently stored securely and to which its

Representatives do not have routine or unrestricted access; and (iii) shall continue to be bound by the non-use and confidentiality obligations of this Agreement in relation to any Confidential

Information retained pursuant to this subsection for as long as it is retained.

d. Exceptions. The obligations of this section do not apply to information that is in the public domain;

independently known, obtained, or discovered by the Receiving Party; or hereafter supplied to the

Receiving Party by a third party without restriction. If the Receiving Party is compelled by law to disclose any Confidential Information, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted).

e. Term. The obligations of this section shall survive termination of this Agreement (i) for a period of two (2) years from the date of termination of this Agreement and (ii) indefinitely in relation to

Confidential Information retained under subsection (c) of this section.

15. Assignment. This Agreement is non-assignable and non-transferrable unless agreed to in writing by the parties. Any attempt by either party to assign its rights or obligations hereunder without the written agreement of the other party shall be void.

16. Entire Agreement and Amendment. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings between the parties with respect to the subject matter hereof. This Agreement may not be amended except by an agreement signed by Speaker and an authorized representative of University.

17. Governing Law and Forum. This Agreement shall be governed by the laws of the State of

Nebraska without giving effect to its conflicts of law provisions. Any legal actions brought by either party shall be instituted in the state courts located in Lancaster County, Nebraska. Any legal action by Speaker in relation to this Agreement shall be instituted in accordance with the provisions of the Nebraska State

Contract Claims Act (Neb. Rev. Stat. §§ 81-8,302 to 81-8,306).

18. Conflict of Interest. Speaker certifies, to the best of its knowledge and belief, that (a) there is no unresolved actual or potential conflict of interest related to this Agreement and (b), if Speaker is a University employee, immediate family member of a University employee, or business associated with a University employee and this Agreement is valued at $2,000 or more, Speaker has, prior to execution of this

Agreement, provided written notification to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, of Speaker’s status as or relation to a University employee and of this Agreement. If an actual or potential conflict of interest related to this Agreement arises during the Term, Speaker shall provide to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, a written disclosure statement that describes all relevant information concerning the actual or potential conflict of interest. If the actual or potential conflict of interest cannot be resolved or University determines Speaker’s certification provided in this section is false, University may declare this Agreement void and of no further force or effect and University shall have no further obligations under this Agreement.

19. Work Status Verification. Speaker and its subcontractors shall use a federal immigration verification system to determine the work eligibility status of new employees physically performing services within the State of Nebraska pursuant to Neb. Rev. Stat. §§ 4-108 to 4-114.

20. Taxpayer Transparency Act. Under Neb. Rev. Stat. §§ 84-602.01 to 84-602.04, University is required to provide the Nebraska Department of Administrative Services with a copy of each contract that is a basis for an expenditure of state funds, including any amendments and documents incorporated by reference in the contract. Copies of all such contracts and documents will be published by the Nebraska

Department of Administrative Services at https://statecontracts.nebraska.gov/. It shall be the sole responsibility of Speaker (a) to notify University of any requested redactions to this Agreement, any amendment to this Agreement, and any document incorporated by reference into this Agreement and (b) to indicate the legal basis for such requested redactions at the time of execution thereof. In addition, Speaker shall defend any challenge to such redactions at its own expense. Speaker’s failure to request redactions to any contracts or documents released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

21. Public Records. Under Neb. Rev. Stat. §§ 84-712 to 84-712.09, information or records of or belonging to University regarding, related to, or part of this Agreement will be open to public inspection and copying unless exempted from disclosure in accordance with University’s interpretation and application of https://statecontracts.nebraska.gov/ applicable law. It shall be the sole responsibility of Speaker (a) to notify University of requested redactions to any such information or records that may otherwise be required to be open to public inspection and copying and (b) to indicate the legal basis for such requested redactions. In addition, Speaker shall defend any challenge to such requested redactions at its own expense. Speaker’s failure to request redactions to any information or records released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

22. Nondiscrimination. Neither Speaker nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions, or privilege of employment because of the race, color, religion, sex, disability, or national origin of the employee or applicant in accordance with the Nebraska Fair Employment

Practice Act, Neb. Rev. Stat. §§ 48-1101 to 48-1125).

23. Federal Funding Compliance. If this Agreement involves federal funds, (a) Speaker’s compliance in all respects with all applicable federal anti-discrimination laws is material to Speaker’s performance under this Agreement; (b) Speaker certifies that it does not operate any programs promoting diversity, equity, and inclusion that violate such laws; and (c) Speaker’s failure to comply with such laws shall be considered a material breach of this Agreement.

If this Agreement is for $15,000 or more and involves federal funds, then Speaker shall comply with 41 CFR

§§ 60-300.5(a) and 60-741.5(a), which are incorporated herein by this reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and require action to employ and advance in employment individuals without regard to disability or veteran status.

If Speaker has fifty (50) or more employees and this Agreement involves payment of $50,000 or more in federal funds to Speaker, then Speaker shall develop or maintain a program as described in 41 CFR 60‐ 741, subpart C. If Speaker has fifty (50) or more employees and this Agreement involves payment of

$150,000 or more in federal funds to Speaker, then Speaker shall develop or maintain a program as described in 41 CFR 60‐300, subpart C. To the extent any of the provisions of Appendix II to 2 CFR Part

200 apply to this Agreement, such provisions are incorporated herein by this reference and apply to

Speaker as a “contractor,” “recipient,” or “subrecipient.”

24. Logos or University Marks. Speaker shall not use or display any University name, logo, trademark, service mark (individually a “Mark” and collectively the “Marks”) and/or other indicia designated by University as a source identifier, unless expressly authorized in writing by University. Any unauthorized use of Marks is expressly prohibited. Speaker shall not use University’s name in any manner that acts as an endorsement or is an appearance of any endorsement in any promotion, advertisement, solicitation, or other communication, especially as it relates to Speaker’s business.

25. Right to Audit Privilege. University reserves the right to audit or inspect work performed by

Speaker under the Agreement. University may participate directly or through an appointed representative in order to verify that services related to the Agreement have been performed in accordance with the procedures indicated.

26. Debarment List. Speaker certifies and warrants that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation 48 CFR Ch.1 Subpart 9.4. Speaker also certifies that Speaker, its partners, directors, officers, employees, licensees, subcontractors, or agents have not been excluded or debarred or otherwise become ineligible to participate in federal health care programs pursuant to 42 USC § 1320a-7. This shall be an ongoing certification and warranty during the Term of the

Agreement and Speaker shall immediately notify University of any change in the status of the certification and warranty set forth in this section. If Speaker becomes excluded from federal health care program participation or placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors, the

Agreement may be terminated immediately, for cause, by University. If any partners, directors, officers, employees, licensees, subcontractors, personnel, or agents of Speaker become excluded from federal health care program participation, such individual shall be removed from participating in this Agreement immediately. Failure by Speaker to remove such excluded individual immediately shall provide University the right to terminate the Agreement immediately for cause.

27. Compliance. Speaker and its employees and agents will comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and/or authority, as well as applicable

University policies.

28. Incorporation and Priority of Documents. Any document that is ancillary to this Agreement

(including without limitation any solicitation, purchase order, addendum, exhibit, appendix, bid, proposal, quotation, or statement of work) (“Ancillary Document”) constitutes part of this Agreement if: (a) attached to the Agreement at execution thereof or (b) signed by an authorized signatory from each party at or subsequent to execution of the Agreement.

Notwithstanding any provision to the contrary in any of the following documents, precedence is established by the order of the following documents: (1) duly executed amendments to this Agreement (to the extent not superseded by a subsequent amendment); (2) this Agreement and any Ancillary Document originating with University and incorporated by reference into this Agreement; and (3) any Ancillary Document not originating with University and incorporated by reference into this Agreement. In the event of conflicting or inconsistent provisions between any of the foregoing documents, a document identified with a lower numerical value in this section shall supersede a document identified with a higher numerical value in this section to the extent necessary to resolve any such conflict or inconsistency. In the event an issue is addressed in one of the foregoing documents but is not addressed in another of such documents, no conflict or inconsistency shall be deemed to occur. Where terms and conditions specified in Speaker’s bid, proposal, or quotation differ from the terms and conditions in University’s solicitation, the terms and conditions in the solicitation shall apply. Where terms and conditions specified in Speaker’s bid, proposal, or quotation supplement the terms and conditions in University’s solicitation, the supplemental terms and conditions shall apply only if specifically accepted by University in writing.

29. Severability. The terms of the Agreement are severable. If any term or provision is declared by a court of competent jurisdiction to be illegal, void, or unenforceable the remainder of the provisions shall continue to be valid and enforceable.

30. Unavailability of Funding. Due to possible future reductions in state and/or federal funds, University cannot guarantee the continued availability of funding of this Agreement notwithstanding the consideration contained within this Agreement. In the event funds to finance this Agreement become unavailable, either in full or in part, due to such reductions, University may terminate this Agreement or reduce the consideration upon notice in writing to Speaker. Said notice shall be delivered by certified mail

(return receipt requested) or in person (with proof of delivery). University shall be the final authority as to the availability of funds. The effective date of such termination or reduction in consideration shall be the actual effective date of the elimination or reduction of funding. In the event of a reduction in consideration, Speaker may cancel this Agreement as of the effective date of the proposed reduction upon the provision of advance written notice to University. Speaker shall be entitled to receive just and equitable compensation for any satisfactory work performed up to the effective date of the termination. In the event of unavailability of funding, University shall not be liable for any penalty, expense, or liability, or for general, special, incidental, consequential, or other damages resulting therefrom.

31. Survival. Provisions surviving termination of this Agreement are those which on their face affect rights and obligations after termination and also include provisions concerning indemnification, confidentiality, representations and warranties, and governing law and venue.

32. Waiver. A waiver of any term or provision of this Agreement by University shall not be deemed to be a waiver of such provision on any subsequent breach of the same or any other provision contained in this Agreement. Any such waiver must be in writing to be effective, and no such waiver or waivers shall serve to establish a course of performance between the parties contradictory to the terms hereof.

33. Notices. Any notice required or permitted to be given under this Agreement shall be in writing, sent via certified mail or hand delivery, effective when received, and delivered to the addresses provided on the signature page of this Agreement.

34. Electronic Signatures. This Agreement and any other documents to be delivered in connection herewith may be electronically signed, and any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

[Signature page to follow]

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date set forth below.

Board of Regents of the University of Nebraska

Signature:

Printed Name:

Date:

Title:

Speaker

Signature:

Printed Name:

Date:

Title:

Notices to University shall be sent to:

[Name][Department] [Address] [City, State, Zip]

Notices to Speaker shall be sent to:

[Name][Department] [Address] [City, State, Zip] [Email address]

With copy to:

Legal Notices C/O P2P Procurement Contracts 1700 Y Street, BSC 125 Lincoln, NE 68588-0645

With copy to (optional):

4881-4865-8428, v. 6

Certificate Of Completion Envelope Id: 0998658F-A21C-4284-A927-8E575C337BA6 Status: Completed

Subject: CW29518

Source Envelope:

Document Pages: 12 Signatures: 4 Envelope Originator:

Certificate Pages: 5 Initials: 1 Michael Hendrickson

AutoNav: Enabled

EnvelopeId Stamping: Disabled

Time Zone: (UTC-08:00) Pacific Time (US & Canada)

1400 R Street

LINCOLN, NE 68588

michaelhendrickson@nebraska.edu

IP Address: 34.71.29.60

Record Tracking Status: Original

4/28/2025 2:36:04 PM

Holder: Michael Hendrickson michaelhendrickson@nebraska.edu

Location: DocuSign

Signer Events Signature Timestamp Lynn McAlpine lynn.mcalpine@nebraska.edu

Assoc Chief Procurement Officer

University of Nebraska

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 174.198.68.57

Signed using mobile

Sent: 4/28/2025 2:43:27 PM

Viewed: 4/28/2025 3:14:05 PM

Signed: 4/28/2025 3:14:48 PM

Electronic Record and Signature Disclosure:

Accepted: 10/25/2023 3:31:56 PM ID: 62d90eb0-4212-41ee-8e59-ac437e4c21bf

Shanon Wright shanonwright@nebraska.edu

Senior IT Sourcing Agent

University of Nebraska

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 167.248.49.41

Signed using mobile

Sent: 4/28/2025 3:14:49 PM

Viewed: 4/28/2025 4:57:13 PM

Signed: 4/28/2025 4:57:22 PM

Electronic Record and Signature Disclosure:

Accepted: 11/28/2023 12:38:52 PM ID: 691a326d-dd56-4105-b93e-12492bfe4a95

Ross Gay vafielder+disgressions@gmail.com

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 174.102.127.41

Sent: 4/28/2025 6:09:12 PM

Viewed: 4/29/2025 9:15:09 AM

Signed: 4/29/2025 9:15:48 AM

Electronic Record and Signature Disclosure:

Accepted: 4/29/2025 9:15:09 AM ID: 1af75372-ed1a-40b8-871a-31c734a19f3b

Jessie Combs jessiecombs@unomaha.edu

Asst Vice Chancellor and Controller, Business and

Finance

University of Nebraska Omaha

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 137.48.255.218

Sent: 4/29/2025 9:15:51 AM

Viewed: 4/29/2025 9:20:32 AM

Signed: 4/29/2025 9:21:56 AM

Electronic Record and Signature Disclosure:

Accepted: 9/22/2023 8:13:18 AM ID: 7bfc00a0-8ee4-4f8b-9359-287bb0c7617b

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp Michael Hendrickson michaelhendrickson@nebraska.edu

Sourcing Agent

UNMC

Security Level: Email, Account Authentication (None)

Using IP Address: 174.228.34.189

Sent: 4/28/2025 4:57:24 PM

Viewed: 4/28/2025 6:08:16 PM

Completed: 4/28/2025 6:09:11 PM

Electronic Record and Signature Disclosure:

Accepted: 6/14/2024 9:09:56 AM ID: 2ebe2f2a-af18-4457-8918-618a4af11428

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp John Price ptprice@unomaha.edu

Security Level: Email, Account Authentication (None)

Sent: 4/28/2025 2:43:26 PM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

Jill Sutton jmsutton@unomaha.edu

Security Level: Email, Account Authentication (None)

Sent: 4/28/2025 2:43:26 PM

Viewed: 4/28/2025 2:46:55 PM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

Witness Events Signature Timestamp

Notary Events Signature Timestamp

Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/28/2025 2:43:26 PM

Certified Delivered Security Checked 4/29/2025 9:20:32 AM

Signing Complete Security Checked 4/29/2025 9:21:56 AM

Completed Security Checked 4/29/2025 9:21:56 AM

Payment Events Status Timestamps

Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE

From time to time, NU Contracts+Ariba (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.

Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature

Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies

At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time

(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a

$0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent

If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind

If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically

Electronic Record and Signature Disclosure created on: 5/16/2023 6:53:28 PM Parties agreed to: Lynn McAlpine, Shanon Wright, Ross Gay, Jessie Combs, Michael Hendrickson

Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given

us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact NU Contracts+Ariba:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: richard.horner@nebraska.edu

To advise NU Contracts+Ariba of your new email address

To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at richard.horner@nebraska.edu and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from NU Contracts+Ariba

To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to richard.horner@nebraska.edu and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with NU Contracts+Ariba

To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may;

ii. send us an email to richard.horner@nebraska.edu and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software

The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically

To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:

You can access and read this Electronic Record and Signature Disclosure; and

You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and

Until or unless you notify NU Contracts+Ariba as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by NU Contracts+Ariba during the course of your relationship with NU

Contracts+Ariba.

https://support.docusign.com/guides/signer-guide-signing-system-requirements https://support.docusign.com/guides/signer-guide-signing-system-requirements