DOC1866749485.pdf

University of Nebraska Non-Competitive Procurement Documentation

RP-6.2.1.5.a requires small purchase procedures for purchases that equal or exceed the micro-purchase level and competitive proposals or bids for purchases of $250,000 or more. RP-6.2.1.5.b provides certain exceptions. This form must be approved by the Chief Procurement Officer for purchases of $250,000 or more where competitive proposals or bids are not obtained or by the Associate Chief Procurement Officer for small purchases where quotations are not obtained.

Requestor Name Requestor Email Non conflict statement: In accordance with RP-6.2.1.7, by submitting this form you 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.

Supplier Amount Contract, PR, or Invoice#

Select Circumstances for Procurement by Non-Competitive Proposals definitions for relevant capitalized terms are included on the following page

The Purchase of a unique Article or Service that is available only from a single source (without limiting the generality of the foregoing, examples include public utilities; books, periodicals, and other publications; and specially designed business, research, or scientific equipment and software). Unless an Article or Service is necessary for the operation of an existing Article or performance of an existing Service purchased by the University, a specification for a proprietary Article or Service does not justify a Purchase by noncompetitive proposal where there is more than a single source that can provide the Article or Service. See RP-6.2.1.5.b.1)iv.A.I; -6.2.1.5.b.1)iv.C.

The Purchase of an Article or Service that is necessary for the operation of an existing Article or performance of an existing Service purchased by the University. See RP-6.2.1.5.b.1)iv.A.II.

The Purchase is necessary to address an Emergency. See RP-6.2.1.5.b.1)iv.A.III.

The Purchase of Professional Services; provided, however, any contract for Licensed Professional Services, construction management, and design-build services shall be made in accordance with applicable law and Board of Regents policies. See RP-6.2.1.5.b.1)iv.A.IV; -6.2.1.5.b.1)iv.A.VII.

The Purchase is for maintenance or servicing of equipment made from the manufacturer of the equipment or the manufacturer's authorized service agent, where, in the judgment of the Authorized Signatory, such maintenance or service can be most effectively performed by the manufacturer or its authorized service agent.

See RP-6.2.1.5.b.1)iv.A.V.

The Purchase is to be made using federal funding and the federal awarding agency or pass-through entity expressly authorizes non-competitive proposals in response to a written request from the non-federal entity.

See RP-6.2.1.5.b.1)iv.A.VI.

This form must be accompanied by written justification for the non-competitive procurement from the requesting college, school, department, division, office, or other administrative subdivision.

Written Justification

Procurement Officer Approval Date

(4 optional year renewals left ($37,575 x 4 = $150,300), Total potential contract amount =$187,575.00)

RP-6.2.1.5.b.1)iv Procurement by non-competitive proposals is procurement through solicitation of a proposal from only one source and may be used only when one or more of the following circumstances apply:

Cathy Pettid cpettid@unomaha.edu

Protocall $37,575 CW39014

Protocall is already successfully utilized across the NU system. Protocall telephonic behavioral health offers NU students timely, effective assessment and intervention in time of crisis and offers services in multiple languages. Protocall can be leveraged as a bridge to clinically trained mental health professionals between intake to initial appointment and/or ensure continuous, quality access to behavioral health services during peak times, holidays, after hours, and weekends.

Protocall adds a significant layer of emergency wraparound services critical to suicide prevention and intervention. Due to the sensitivity of mental health of the NU population, continuity of services with Protocall assures continuity of care and equity in access to mental health support.

11/20/25 | 15:52 CST

Definitions

“Article” means any item of personal property, including all materials, products, supplies, furniture, equipment, printing, stationery, technology, and all other chattels, goods, wares, and merchandise.

“Authorized Signatory” means any person delegated signature authority to approve and execute a Contract pursuant to RP-6.3.1.

“Consideration” means the benefit or value, whether by promise, performance, or forbearance of a specific act, each party to a Contract bargains for and/or receives or expects to receive when entering the Contract.

“Contract” means any written agreement for a stated Consideration between the University and one or more other parties, creating obligations that are legally recognizable or enforceable.

“Emergency” means an event or occasional combination of circumstances that calls for immediate action or remedy, pressing necessity, exigency, a sudden or unexpected happening, or an unforeseen occurrence or condition where it is in the public interest for the University to take action and includes, but is not limited to, situations where the University must act to (i) avoid the loss of life, health, safety, or property; (ii) respond to a natural catastrophe, such as a tornado, storm, flood, snowstorm, manmade disaster, war, act of or serious threat of terrorism, or pandemic or widespread disease; (iii) respond to time limits established by a person or agency external to the University; or (iv) obtain cost savings for the University where the time constraints of Competitive Procurement would eliminate the cost savings.

"Licensed Professional Services" shall mean those services within the scope of the practice of architecture, professional engineering, landscape architecture, or registered land surveying as defined by the laws of the state of Nebraska, or those performed by any architect, professional engineer, landscape architect, or registered land surveyor in connection with his or her professional employment practice.

“Professional Service” means any Service that requires special knowledge as distinguished from skills and (i) requires a license or other legal authorization as a condition precedent to the rendering of the Service or (ii) is commonly recognized as a professional service. Examples of Professional Services include, but are not limited to, accounting and auditing; actuarial; legal;

personnel; financial; computing; management; marketing; educational program planning or evaluation; insurance and risk management; hotel booking; or travel booking. Examples of skilled professions not considered Professional Services include, but are not limited to, construction trades, cleaning, equipment operations or repair, fire or security systems, furniture repair or installation, landscaping, locksmith, moving, storage, painting, pest control, vehicle repair or maintenance, waste removal, recycling, printing, or catering.

“Purchase” means (i) the process of acquisition of any Article by the University by transfer of ownership or by lease or license for a stated Consideration paid to a Contractor; (ii) a Contract for any Service, including any Professional Service, to be provided by any Contractor for a stated Consideration; or (iii) a Contract for any labor, material, or equipment for construction, repair, alteration, remodeling, renovation, or demolition of any University building or other improvement to Real Property to be provided by a Contractor for a stated Consideration.

“Service” means the rendering of time or effort of a Contractor whose purpose is to perform an identifiable task rather than to furnish an Article.

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 PROTOCALL SERV INC Contact Maggie Young

Sourcing Agent Alex Caruso Email Maggie.young@protocallservi ces.com

REQUESTING DEPARTMENT

Participating Campuses

U- wide/UNOP

Administrative Unit/Dept.

Department Contact Aaron Krueger – awekrueger@unomaha.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Protocall after-hours services in support of counseling centers across the NU system.

This contract has a one year initial term with four optional one year renewals. The total contract amount if all renewals are used would be $187,575.00.

Contract Document Document Amt Total Amt Start Date End Date Notes

Master Agreement $37,575.00 $37,575.00 01/19/2026 01/18/2027

COMPETITION/BID INFORMATION

Bid Number N/A

Competition NCPD Approved

Contract Information

N/A

INTERNAL USE ONLY

CW39014

Exhibit A Statement of Work

Welltrack HelpNow

Start Date (“HelpNow”

Renewal Date) February 1, 2026

Product HelpNow

Payment Terms See Section 15 below.

1. HelpNow Services. Protocall will use reasonable efforts to provide telephone access to brief intake, screening and referral services to Customer’s callers set forth herein. These services are not intended to be therapeutic treatment services. Protocall shall provide counseling staff to perform the services described in this Exhibit A There may be circumstances outside the control of Protocall such as acts of terrorism, labor strikes, power outages, war, or pandemic wherein extraordinary telephone call volume is created. In such circumstances, Protocall will use reasonable efforts to accommodate the excess call volume, provided, however, both parties recognize it may be difficult or even impossible to accomplish such a task.

2. Termination. See Section 9 Termination in the Master Services Agreement.

3. Call Documentation. The Call Documentation will be provided and posted to a secure site and accessible to Customer authorized staff following the completion of the call documentation and any follow up activities related to that call. Call Documentation is available to Customer’s authorized staff 24 hours a day, 365 days a year.

4. Connection. Protocall will provide, at its expense, a direct inward dial toll-free telephone number dedicated solely to Customer, which Customer may use to direct calls to Protocall.

5. Emergency Situations. Protocall agrees to take reasonable and appropriate action in the event of emergency situations. Protocall may attempt to use Caller ID as may be available; in order to contact dispatch emergency services; consult with emergency services; execute its obligation as a mandatory reporter of abuse; or any combination of the foregoing actions, that are consistent with applicable state and federal laws, without prior consent of Customer. Priority in emergency situations will be given to clients and public safety; Customer will be contacted as soon as practicable given the circumstances.

6. Call Recording. Customer acknowledges that Protocall may create audio recordings of calls for internal quality purposes. Call recording is done in accordance with applicable regulations and any resulting recorded calls are stored in a manner consistent with the protection of Protected Health Information (PHI).

7. Data Reporting. Protocall will provide its standard monthly performance report for the Customer on a monthly basis without charge. Requests for customized reports, unscheduled, ad hoc reports or any combination of the foregoing, may be subject to an additional charge.

8. Provision of Program Information. Customer will provide to Protocall current program information, on-call staff contact, information about callers or potential callers when specific interventions are needed, benefit descriptions, policies, guidelines and other information necessary for Protocall to render the services described in this Statement of Work. The Customer will provide Protocall with timely updates related thereto so that Protocall can provide Customer’s callers with accurate information as well as reach Customer on-call staff.

9. Access to Customer Staff. Customer will provide Protocall, twenty-four (24) hours, seven (7) days per week, access to its behavioral health professional staff so Protocall can contact staff when appropriate regarding Customer’s clients. Customer shall provide Protocall a list of its counseling staff for on-call coverage, keep such list current and include home and mobile telephone numbers for its counseling staff during the term of this Statement of Work.

10. Retrieval of Call Documentation, Reports and Messages. Customer is responsible for the retrieval of and response to Call Documentation, including but not limited to any messages, counseling reports, or other service requests provided to it by Protocall (e.g., posted to the secure website, encrypted email, facsimile or otherwise). After notification from Protocall, Customer shall assume responsibility and liability for any follow-up or response to reported calls, including determination of what response Customer, in its sole discretion, deems necessary or appropriate.

Protocall agrees to assist Customer by providing any necessary and available information requested by Customer to facilitate Customer's response to reported calls.

11. Release of Client Information. Customer agrees it is their responsibility to provide to Protocall any information regarding individual callers that Customer deems necessary to ensure consistent treatment and caller safety. Protocall will upon termination of this Agreement and written request of Customer, return to Customer (or destroy), any proprietary, caller information that it has in its possession which has been given by Customer to Protocall, provided that Protocall shall retain Customer information required under privacy and security record retention obligations.

12. Regulated Mandatory Reporting Duty. Protocall’s practice is regulated under various federal, state, local and international laws, therefore, Protocall clinical staff are mandated reporters of potential or suspected abuse and neglect of vulnerable persons. Protocall staff use the greater of reasonable efforts or the highest effort required by law to ensure that reports of potential or suspected abuse and neglect of vulnerable persons are made in accordance with the laws of the State in which the potential or suspected abuse and neglect took place. Protocall exercises this responsibility by making a report directly or by notifying Customer so that proper authorities can be contacted. Customer agrees and acknowledges that this duty may require disclosure of Customer Confidential Information.

13. Location of Services. The services provided for under this Statement of Work will be performed by Protocall staff located in remote locations established as approved home offices for Protocall employees. Protocall staff whose clinical role requires licensure are licensed or registered with their appropriate licensing authority to receive supervision towards their license and practicing within the scope defined by the appropriate licensing authority in the jurisdiction in which they are located.

14. Time Schedule. Protocall will use reasonable efforts to provide telephone access to assessment, intervention, and intake services for callers to the Customer, during the Customer time zone hours of:

5pm to 8am Monday through Friday and 5pm Friday to 8am Monday.

Extra Coverage may be formally requested outside this time schedule per verbal or written agreement between parties. These additional services are subject to Protocall staff availability and handled on a per request basis.

15. Rates and Billing.

15.1 Interpretation Services. Calls that require the use of language interpretation services in order to facilitate communication with callers with Limited English Proficiency (LEP) will incur a separate and additional fee. In such instances, Protocall may contract with a third-party service provider. Protocall shall provide Customer reasonable documentation for all third-party charges.

15.2 Basis for Establishing Compensation. This Rate Schedule, which includes the monthly Call Allowance ranges, the charges for calls in excess of the monthly call allowance, the initial set up fees, sub-account(s), TTY services, and other applicable charges. The rate schedule is based upon two factors: (i) the parties’ good faith estimates of actual call volume which will be encountered by Protocall during the term of this Agreement; and (ii) the type and nature of calls which will be encountered by Protocall during the term of this Agreement. Customer acknowledges the manner in which it utilizes or makes changes to phone trees and announcements in its system may impact the type of and nature of calls encountered by Protocall.

15.3 Adjustments in Compensation and Rate Schedule. The actual number of calls will be evaluated by Protocall every thirty (30) days during the term of this Agreement. Either Party may, by giving the other Party thirty (30) days advance written notice, adjust the Call Allowance upward or downward, but in no event, shall the call volume be adjusted below the lowest call volume set forth on the Rate Schedule below. Any adjustment in compensation based upon actual call volume and the Call Allowance shall be made in accordance with the billing procedure set forth in Section 15.4 below. In no event shall Customer be entitled to a credit or a refund when actual call volume falls below the Call Allowance. The Rate Schedule may be modified periodically by Protocall upon thirty (30) days advance written notice to Customer.

15.4 Billing. Protocall shall submit a statement of charges for services rendered to Customer by approximately the fifteenth (15th) day of the month for the following month's estimated charges based upon the Call Allowance, and the previous month's actual call charges in excess of the Call Allowance, if any. For billing purposes, total calls include all incoming calls that are 18 seconds or longer in duration forwarded or directed to Protocall by Customer and any outgoing telephone calls (18 seconds or longer in duration) made by Protocall while providing listed services to Customer’s clients. Calls that are less than 18 seconds are not billed.

15.4.1 Rate Schedule.

Monthly Prepaid Calls Cost for Monthly

Prepaid Calls

Additional Call Charge

75 $3131.25 $44.25

15.4.2 Interpretation Fees. $1.38 per minute

Title: Master Agreement - Expenditure

Revised: 160425

University of Nebraska Master Agreement - Expenditure

This University of Nebraska Master Agreement - Expenditure (“Agreement”) is effective as of the date of the last signature set forth below (“Effective Date”) 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 (each a “Campus” and collectively the “Campuses”), and Protocall Services, Inc. an Oregon Corporation (“Supplier”).

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement the parties agree as follows:

1. Description of Deliverables. Supplier shall provide the services, goods, or both identified in the statement of work attached to this Agreement (“Statement of Work”) and any subsequent proposal or statement of work incorporated by reference into this Agreement (collectively, “Deliverables”). Supplier shall perform services under this Agreement to the satisfaction of University during the Term and with the standard of professional care and skill customarily provided in the performance of such service.

2. Payment. In full consideration for the Deliverables provided by Supplier under this Agreement, University shall pay or cause to be paid to Supplier a fee, pursuant to the Statement of Work and any subsequent proposal or statement of work incorporated by reference into this Agreement, within forty-five

(45) days after University’s receipt of an accurate invoice and all requested supporting documentation.

Along with its invoice, Supplier shall submit adequate receipts and documentation as requested by

University to support reimbursement of all previously agreed upon reimbursable expenses. Supplier shall comply with applicable policies and procedures, including those stated within the University of Nebraska

Travel Policy (located at https://nebraska.edu/-/media/unca/docs/offices-and-policies/policies/policies/university-of-nebraska-travel-policy.pdf). University, in its discretion, may decline to reimburse expenses that are not pre-approved or fail to comply with applicable policies and procedures.

Supplier 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

Supplier hereunder, unless required by law. If a tariff is imposed on any Deliverables provided under this

Agreement, each party shall pay an equal share of the costs of such tariff. No Deliverables shall be deemed to be received by University until all such Deliverables are completely delivered and finally accepted by

University. Supplier may charge University interest for late payment in compliance with Neb. Rev. Stat. §

81-2404.

3. Expenses, Equipment, Tools, Materials, and Supplies. University shall not be liable to Supplier for any expenses paid or incurred by Supplier unless otherwise agreed to in writing by University. Supplier shall supply, at its sole expense, all equipment, tools, materials, or supplies to provide the Deliverables.

4. 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 Supplier. If Supplier 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.

5. Purchase Order Requirement. A purchase order shall be issued by University to Supplier for payment in accordance with the terms of this Agreement. All invoices submitted by Supplier shall make reference to the appropriate purchase order number to be eligible for payment.

6. Term. The initial term of this Agreement shall begin on the Effective Date and terminate on

___January 18, 2027___ (“Initial Term”). This Agreement may be renewed for four (4) additional one (1) year term(s) upon completion of the Initial Term (each, a “Renewal Term”) by (a) mutual written agreement https://nebraska.edu/-/media/unca/docs/offices-and-policies/policies/policies/university-of-nebraska-travel-policy.pdf https://nebraska.edu/-/media/unca/docs/offices-and-policies/policies/policies/university-of-nebraska-travel-policy.pdf

Revised: 160425 of the parties or (b) University’s issuance and Supplier’s acceptance, demonstrated by Supplier’s continued performance under this Agreement, of a purchase order. Collectively the Initial Term and any Renewal

Term(s) shall be referred to as the “Term.” Time is of the essence in this Agreement.

7. 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.

8. Property Rights. University will possess all rights to any creations, inventions, or other intellectual property and materials, including copyright, trade secrets, or patents in the same, which arise out of, are prepared by, or are developed in the course of Supplier’s performance. Work created by Supplier in connection with its performance under this Agreement (the “Work”) shall belong to University as "work-made-for-hire" as such term is defined under 17 USC § 201, as amended. In the event such Work is not copyrightable subject matter or for any reason cannot legally be considered a work-made-for-hire, Supplier hereby assigns all right, title, and interest in and to the Work to University and shall execute all documents required to evidence such assignment. University’s rights to the Work shall be exclusive and Supplier will not use, license, or permit such Work to be used for any other purpose. Upon termination of this Agreement for any reason, University shall have the exclusive right, without further obligation to Supplier, throughout the world, in all languages, and in perpetuity to use the Work in any manner it deems appropriate, including, Revised: 160425 without limitation, editing, altering and revising such Work. This provision shall survive the termination of this Agreement.

9. Termination. In addition to any other remedies the party may have under law or equity, a party may terminate this Agreement for cause upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period. University may terminate this

Agreement for its convenience upon thirty (30) days’ prior written notice to Supplier. Upon termination of this Agreement, (a) Supplier shall promptly discontinue all work, unless the termination notice directs otherwise; (b) University shall promptly pay Supplier for all fees incurred up to and including the effective date of termination or Supplier shall refund to University a prorated share of any prepaid fees; (c) Supplier shall transfer custody of and title to all completed or partially completed Deliverables to University; (d)

Supplier shall promptly return to University any property provided by University to Supplier under this

Agreement; and (e) Supplier shall promptly return to University all information and data accumulated by

Supplier in performing this Agreement in a mutually acceptable format and manner.

10. Remedies. In addition to any remedies available to University under law or equity, University may, at its sole discretion, take or require one (1) or more of the following remedial actions if Supplier’s performance is deficient and does not comply with the requirements of this Agreement: (a) require Supplier to take corrective action to ensure that performance conforms to the requirements of this Agreement; (b) reduce payment to reflect the reduced value of the performance received; (c) require Supplier to subcontract all or part of the service at no additional cost to University; (d) withhold payment or require payment of actual damages caused by the deficiency of Deliverables; (e) replace the deficient Deliverables and deduct the costs of the replacement Deliverables from payments to Supplier under this Agreement; (f) require Supplier to remove, at its sole expense, any non-conforming or deficient Deliverables from

University’s premises; and (g) terminate this Agreement pursuant to any termination provisions within this

Agreement. These remedies are cumulative to the extent the remedies are not inconsistent, and University may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever.

11. Representations and Warranties. Supplier warrants that it will convey good title to all goods, free of all encumbrances, and all goods delivered shall be free from defects in workmanship, material, and manufacture, shall comply with the requirements of this Agreement, including any drawings or specifications incorporated or samples furnished by Supplier, and shall be free from defects in design. Supplier further warrants all goods purchased hereunder shall be merchantable quality and shall be fit and suitable for the purposes intended. In the event Supplier is providing University with services, Supplier warrants and represents that each of its employees and agents to perform any services under the terms of this Agreement shall have the skills, training, and background reasonably commensurate with their level of performance or responsibility, to be able to perform in a competent and professional manner that is consistent with industry standards. Supplier further warrants the services provided will conform to the requirements of this

Agreement and that in performing the services Supplier will not be in breach of any agreement with a third party. The foregoing warranties are conditions to this Agreement and are in addition to all other warranties, expressed or implied, and shall survive any delivery, inspection, acceptance, or payment by University. All warranties shall run to University. If any warranties specified herein or otherwise applicable are breached by Supplier, University may, at its election, require Supplier to correct at Supplier’s sole expense any defect or nonconformance by repair or replacement or return any defective or nonconforming goods to Supplier at Supplier’s expense and recover from Supplier the purchase price or, in the case of services, require re-performance of the services or terminate this Agreement and receive a full refund. Supplier shall hold

University harmless from any loss, damage, or expense, including court costs and reasonable attorneys’ fees, that University may suffer as a result of a breach or alleged breach of the foregoing warranties. The foregoing remedies are in addition to all other remedies University may have at law or in equity.

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

The parties affirmatively disclaim any intent to form such relationship. Supplier is solely responsible for

Revised: 160425 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. Supplier is not University’s agent or representative and has no authority to bind or commit University to any agreements or other obligations.

13. Attorneys’ Fees. In the event of any litigation, appeal, or other legal action to enforce any provision of this Agreement, each party shall pay all expenses of such action, as permitted by law and if ordered by the court, including attorneys’ fees and costs, if the other party prevails.

14. General Indemnity. To the fullest extent allowed by law, Supplier shall defend, indemnify, and hold harmless University, its regents, officers, employees, agents, and students (the “Indemnified Parties”), 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 Supplier and its officers, employees, agents, and subcontractors under this Agreement.

15. Intellectual Property Indemnity. Supplier shall, 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, or trademark or disclosure of confidential information of any third party by

Supplier or its employees, subcontractors, consultants, representatives, and agents; provided, however, University gives Supplier prompt notice in writing of the claim. Supplier may not settle any infringement claim that will affect University’s use of Deliverables provided under this Agreement without University’s prior written consent. If a judgment or settlement is obtained or reasonably anticipated against University’s use of any intellectual property for which Supplier has indemnified University, Supplier shall, at Supplier’s sole cost and expense, promptly modify the item or items which were determined to be infringing, acquire a license or licenses on University’s behalf to provide the necessary rights to University to eliminate the infringement, or provide University with a non-infringing substitute that provides University the same functionality.

16. Insurance. Supplier shall at its own expense obtain and maintain throughout the Term 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 Supplier and its agents and/or employees while engaged in or preparing for the provision of the Deliverables. If the Deliverables include providing technology services, software, or support, Supplier shall obtain and maintain cyber liability insurance coverage of not less than

$5,000,000.00 per occurrence and in the aggregate throughout the Term to cover such liability resulting or arising from acts, errors, or omissions in rendering such technology services, software, or support. Upon request by University, Supplier shall furnish to University certificates of insurance evidencing that such insurance is effective prior to provision of the Deliverables. By requiring such minimum insurance, University shall not be deemed or construed to have assessed the risk or limited the liability that may be applicable to

Supplier under this Agreement. Supplier shall assess its own risks and, if it deems appropriate, maintain higher limits or broader coverages. Supplier shall, upon request, include University as an additional insured on its general liability insurance policy on a primary and non-contributory basis. Supplier is not relieved of any liability or other obligations assumed or pursuant to this Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

17. Workers’ Compensation Insurance. Supplier shall maintain worker’s compensation insurance as required by law and shall provide certificate of same if requested by University. Failure to provide a certificate of worker’s compensation insurance may, at University’s option, result in termination of this

Agreement.

18. 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.

Revised: 160425

19. 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 Supplier and an authorized representative of University.

20. Governing Law and Forum. Notwithstanding any other provision of this Agreement or any amendment or Ancillary Document entered into contemporaneously or at a later time: (a) University is an agency of a sovereign state and its authority to contract is therefore subject to limitation by the Constitution, statutes, common law, and regulations of the State of Nebraska; (b) this Agreement shall be governed, interpreted, and enforced under the laws of the State of Nebraska without giving effect to its conflicts of law provisions; (c) any action to enforce the provisions of this Agreement must be brought in the state courts located in Lancaster County, Nebraska; (d) the person signing this contract on behalf of University does not have the authority to waive the sovereign immunity, Constitution, statutes, common law, or regulations of the State of Nebraska; and (e) all terms and conditions of this Agreement, including but not limited to the those concerning third party use, licenses, warranties, limitations of liability, governing law and venue, indemnity, liability, remedy, or other similar provisions, are entered into specifically subject to the

Constitution, statutes, common law, regulations, and sovereign immunity of the State of Nebraska.

21. Authority to Conduct Business in Nebraska and Service of Process. Supplier must independently determine whether Supplier is required to register with the Nebraska Secretary of State, and, if so, must register and remain in good standing for the Term. If Supplier is not registered with the Nebraska

Secretary of State, Supplier hereby consents to service of process upon it by registered or certified mail, return receipt requested, at its address for notices under this Agreement. Service shall be completed upon

Supplier’s actual receipt of process, or upon University’s receipt of the return thereof by the United States

Postal Service, or a reasonable delivery service if Supplier’s address is outside the United States, as refused or undeliverable.

22. Conflict of Interest. Supplier 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 Supplier 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, Supplier 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 Supplier’s status as, relation to, or association with a

University employee and of this Agreement. If an actual or potential conflict of interest related to this

Agreement arises during the Term, Supplier 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 Supplier’s certification set forth 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.

23. Work Status Verification. Supplier 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.

24. Debarment List. Supplier 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. Supplier also certifies that Supplier, 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. The certification and warranty set forth in this section shall be an ongoing certification and warranty during the Term, and Supplier shall immediately notify University of any change in the status of the certification and warranty set forth in this section. If Supplier becomes excluded from federal health care program participation or placed on the Consolidated List of Debarred, Suspended, and

Revised: 160425

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

25. 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 Supplier (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, Supplier shall defend any challenge to such redactions at its own expense. Supplier’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.

26. 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 applicable law. It shall be the sole responsibility of Supplier (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, Supplier shall defend any challenge to such requested redactions at its own expense. Supplier’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.

27. Nondiscrimination. Neither Supplier 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).

28. Discrimination including Sexual Harassment. State and federal law, as well as University of

Nebraska Bylaws, policies, and guidelines prohibit discrimination (as defined therein) including harassment and retaliation, against students, employees, and other members of University community. Prohibited types of discrimination include discrimination on the basis of race, color, ethnicity, national origin, sex (including sexual harassment), pregnancy, sexual orientation, gender identity, religion, disability, age, genetic information, veteran status, marital status, political affiliation, and any other protected status. Supplier shall exercise control over itself, its employees, agents, contractors, and affiliated parties to prohibit acts of discrimination, including sexual harassment, against University students, employees, and other members of the University community. Supplier shall cooperate with University following any report of discrimination.

In the event University determines that Supplier or an employee, agent, contractor, or other person affiliated with Supplier has engaged in discrimination, including harassment, or other inappropriate conduct, Supplier will take prompt and effective action, in accordance with University’s direction, to prevent recurrence of the conduct and to correct its effects, which may include removal of Supplier or the employee, agent, contractor, or other person affiliated with Supplier from providing the Deliverables. Supplier’s failure to comply with

University’s directive or any other part of this provision may be cause for immediate termination of this

Agreement. Supplier acknowledges that University may have obligations to report any allegations or incidents of discrimination, including sexual harassment. Supplier and employees, agents, contractors, and other persons affiliated with Supplier who are directly providing the Deliverables or present on University https://statecontracts.nebraska.gov/

Revised: 160425 premises shall participate in any training as may be required by University from time to time, including training regarding sexual harassment.

29. Criminal Background Investigations. If applicable, Supplier represents and warrants that

Supplier has obtained, at its own expense and in a manner compliant with all applicable laws, a background screening for all of its employees who will be present on University premises. Such background screenings shall be completed consistent with current industry standards and shall, at a minimum, include the same degree of thoroughness as the background checks University conducts for its newly hired staff. Supplier shall update any background screening upon reasonable request by University and any request based upon the occurrence of any illegal activity involving Supplier or its personnel, or the reasonable suspicion of illegal activity shall be deemed reasonable. Supplier shall provide University with evidence of the completion of the required background screenings upon University's request. Alternatively, in the event

Supplier is an individual, University may require Supplier complete a background check consistent with current industry standards at University’s request. Supplier shall not hire, retain, or engage any individual directly involved in the performance of services under this Agreement who has been convicted (felony or misdemeanor) of or entered into a court-supervised diversion program for any sexual offense, felony assault

(including domestic violence related incidents), child abuse, molestation or other crime involving endangerment of a minor, murder, or kidnapping. Supplier and Supplier’s employees or agents directly performing services under this Agreement cannot be listed on any sex offender registry. Other convictions, such as misdemeanor assault, drug distribution activity, felony drug possession, and any other felony or crime involving moral turpitude may also render Supplier and Supplier’s employees or agents ineligible to directly perform services under this Agreement, taking into consideration (a) the nature and gravity of the offense(s), (b) the time that has passed since the offense or conduct and/or completion of the sentence, and (c) the nature of the services being performed. Supplier and Supplier’s employees or agents cannot be listed on any sex offender registry. Supplier shall ensure any third party with whom Supplier engages to provide any part of services provided under this Agreement shall comply with the same restrictions, conditions, and requirements of this section in the same capacity as Supplier.

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