DOC1866751023.pdf

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 AVI SPL LLC Contact Aaron Green

Sourcing Agent Alex Caruso Email Aaron.green@avispl.com

REQUESTING DEPARTMENT

Participating Campuses

UNMC, UNK

Administrative Unit/Dept.

Department Contact Carol Cal Concepcion – ccalconcepcion@unmc.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Onsite Managed Services (OMS) dedicated staff available to work on the customer premises or within AVI-SPL office locations for the purposes of maintaining, operating, and managing the Customers AV/UCC environment in alignment with the agreed Service Level Targets and operational objectives.

Contract Document Document Amt Total Amt Start Date End Date Notes

Onsite Managed Services SOW

$551,773.00 $551,773.00 01/01/2026 01/01/202

COMPETITION/BID INFORMATION

Bid Number N/A

Competition E&I Contract: EI00049-2021MA

Contract Information

Reviewed by General Counsel

INTERNAL USE ONLY

CW36074

Opportunity #: 465609 – UNMC UNK RHEB

University of Nebraska Medical Center (UNMC)

Onsite Managed Services E&I Contract: EI00049~2021MA

RHEB-HSEC

AVI-SPL, LLC

www.avispl.com

Prepared By:

Aaron Green

Account Manager aaron.green@avispl.com

Proposal No: 465609

July 16th, 2025 http://www.avispl.com/ mailto:aaron.green@avispl.com

Statement of Work: Onsite Managed Services (OMS) This Statement of Work ("SOW") for Onsite Managed Services (OMS) is entered into this January 1, 2026 ("SOW Effective

Date") and between AVI-SPL LLC ("AVI-SPL") and Board of Regents of the University of Nebraska, a public body corporate and governing body of the University of Nebraska , by and on behalf of the University of Nebraska Medical Center (“UNMC” or "Customer") and is governed by the attached AVI-SPL General Terms and Conditions, the Addendum to General Terms and Conditions - Dedicated

Onsite Managed Services, and the University of Nebraska Legal and Policy Compliance Addendum (collectively, “Terms and

Conditions”), which are incorporated herein as if fully set forth below. 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following documents: (1) duly executed amendments to this SOW and/or any of the Terms and Conditions (to the extent not superseded by a subsequent amendment); (2) the University of Nebraska Legal and Policy Compliance Addendum; (3) this SOW, (4) the Addendum to

General Terms and Conditions – Dedicated Onsite Managed Services, (5) the General Terms and Conditions, and (6) the appliable terms and conditions under E&I Contract: EI00049~2021MA. 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. This SOW shall not be modified unless in writing and signed by both Parties.

Service Description Onsite Managed Services (“OMS”) provides dedicated staff available to work on the customer premises or within AVI-SPL office locations for the purposes of maintaining, operating, and managing the Customers AV/UCC environment in alignment with the agreed Service Level Targets and operational objectives.

Scope of Service AVI-SPL shall deliver onsite support resource(s) in accordance with the agreed upon experience necessary to fulfill the operational and technical services required by Customers’ facilities or when elected by the Customer within AVI-SPL’s office locations. AVI-SPL will make every effort to expeditiously recruit, qualify and place the identified resource(s) into the contracted position. AVI-SPL shall thoroughly interview each prospective candidate to ensure a technical and cultural fit within the Customer’s organization.

Service Capabilities

• Staff Augmentation

• Service Design and Service Transition

• Preventative Maintenance

• Meeting and Event Support

• Incident and Problem Management

• Service Metrics

Service Activation The Services shall commence upon the first day onsite at Customers’ location or upon first day of orientation (“Service

Activation Date”), whichever occurs first. Notwithstanding anything to the contrary in the Terms and Conditions, AVI-SPL reserves the right to postpone commencement of the Services, upon written notice to Customer, in the event of any delays, from any cause or causes beyond AVI-SPL’s reasonable control and without its fault or negligence, that prevent AVI-SPL from commencing the Services on the original Service Activation Date. In such case, AVI-SPL will provide a new Services Activation

Date, and the term of the Services will commence as of that date and continue for the term specified in the order, notwithstanding any specific dates contained in this SOW or any other purchase documents.

Service Onboarding Service onboarding will be managed by an AVI-SPL Project Manager who will engage with the Customer stakeholder to review service scope, timelines, and any specific Customer role requirements. Service Onboarding key milestones are as follows:

• Service kickoff meeting

• Building and room access for identified technicians as defined by role

• Systems account access and configuration for identified technicians as defined by role

• Develop, adopt, and execute agreed upon service levels

Customer Responsibilities

• Buyer shall provide AVI-SPL personnel with access to service location(s) and adequate working space.

• Buyer shall provide AVI-SPL personnel with adequate working conditions that comply with all applicable labor, safety and health laws and regulations.

Change Order Procedure If changes in the agreed upon service responsibilities should occur, AVI-SPL will present Customer with a change order detailing the new scope of work, a price for that work, and an adjustment to the project schedule or in life service scope amendment. AVI-SPL will make reasonable efforts to minimize additional cost because of changes. Any modifications made to this SOW by the change order shall become effective upon Customers’ acceptance of the signed change order.

Systems Integration (SIG) Exclusions AVI-SPL will make reasonable efforts to support “Small Projects” on request where participation does not negatively impact

AVI-SPL's ability to meet agreed service levels. Small Projects are defined as deliverables that can be implemented by a single resource in 8 work hours or less. Small projects do not include projects that require the coordination and management of third-party resources or include intrusive installation activities such as wiring (including pulling wire through conduit) and activities which demand the use of specialty tools or equipment.

Service Management AVI-SPL will provide a single point of contact to facilitate effective management controls for the duration of the term. This will be the Customer’s primary point of contact regarding the performance, responsibilities, and availability of personnel provided by AVI-SPL in agreement with this SOW. In some instances, a Service Delivery Manager role (SDM) may be required depending on the scope of support required by the Customer. Responsibilities of the SDM include but are not limited to, oversight of AVI-SPL onsite personnel, ensuring staff is properly trained to perform their required activities and that they maintain their level of expertise and professionalism, and will act as the escalation contact for service-related matters.

Service SKU Description and Capabilities All roles carry the responsibility for the following tasks. Unique responsibilities/capabilities tailored to each role can be found in Exhibit 2.

• Perform administrative tasks as required

• Work a flexible schedule as required by the Customer

• Responsible for service documentation as needed

• Work with internal/external teams in a professional manner that reflects the values of AVI-SPL

• Provide direct assistances and training to end users in the operation of the AV/UCC systems

• Perform maintenance checks & services on AV/UCC systems

• Troubleshoot various audio/video systems

• Adhere to and understand local safety standards for all site duties

Exhibit 2

SKU Customer Role Description & Responsibilities

AVIOMSMTC

Onsite

Maintenance

Technician

(Tier II)

The AVIOMSMTC SKU is identified as a Tier II position having 2-3 years of audio-visual experience.

• Perform maintenance tasks to help maintain customer spaces including but not limited to, testing/repairing cables and testing/repairing various hardware components

• Provide direct assistance to end users in the operation of the AV/UC systems

• Perform preventive maintenance checks & services on AV/UC systems

• Perform maintenance support on all AV/UC systems including but not limited to basic troubleshooting and system fault isolation, projector lamp changes, filter cleaning, etc.

• Provide setup and operational support for events

• Perform administrative tasks as required

• Work a flexible schedule as required by the Customer

• Perform service troubleshooting and maintenance support on AV/UC systems

• Setup and monitor video calls as needed

• Ensure compliance with all Customer safety and procedural guidelines

• Track all maintenance activity start to finish with proper documentation as required

• Coordinate RMA processing and parts procurement as needed

• Coordinate outside rental & staging services for special events as needed

• Maintain accurate inventory on all AV/UC systems including spare parts as required

• Customer specific technical support responsibilities and details are defined under Exhibit A – XR System Equipment Technical Support

Service Availability AVI-SPL service personnel will provide up to (40) hours per week of support services to perform the activities outlined within this SOW based on an (8) hour per day work schedule unless otherwise agreed to by both parties. Service is to be delivered on a 5-day weekly coverage cycle unless otherwise agreed to by both parties. Service availability that extends beyond forty

(40) hours per week, aka overtime, will be billed at the rate of one and a half times the hourly rate, excluding holidays.

Holidays may vary by region and will be in alignment with the Customers’ Federally recognized holiday schedule. Services performed on holidays will be charged at the rate of two times the hourly rate. AVI-SPL service personnel will participate in

AVI-SPL corporate, management and training functions on a limited basis which will not exceed (8) hours in any one month.

Service Absence Allowances In the event of planned absences, AVI-SPL service personnel will notify both the Customer primary contact and AVI-SPL management of the absence. AVI-SPL personnel are entitled to up to 20-days of planned absences based on their employment tenure which varies by country. In the event the Customers’ approved federally recognized holiday schedule extends beyond AVI-SPL’s federally recognized holiday schedule, and the Customer site is unavailable, the impacted resource(s) will provide remote service or participate in AVI-SPL corporate, management and training functions. Otherwise, the impacted resource(s) will maintain onsite service coverage. Absence coverage for planned absences must be submitted at minimum 15-days in advance notice. AVI-SPL will make reasonable efforts to provide absence coverage of its support personnel assigned to the Customer’s facility for unplanned absences as deemed necessary by AVI-SPL to support service volumes.

Service Locations Exhibit 3

Item Address Daily Coverage

(Local Time) Weekly Schedule

Douglas Kristensen Rural Health Education Complex*

2504 University Drive, Kearney, NE 68849 8 am – 5 pm M – F

Health Science Education Complex 2504 University

Drive, Kearney, NE 68849 8 am – 5 pm M – F

* NU Project #13846

Contingency Fund A Contingency Fund, priced in Exhibit 4 Item 12, shall be established to address unforeseen expenses, emergencies, or additional costs, including pre-approved overtime or back-fill that may arise during the term of this SOW. Any withdrawals or credits from the Contingency Fund must be approved in writing by pre-identified authorized requestors of Customer. The

Contingency Fund shall be invoiced monthly, in arrears. The Contingency Fund is a Time and Materials (T&M) program that shall be invoiced as either Pre-Paid, use-it-or-lose-it, or Not-to-Exceed (NTE) contract. Payment terms are due net 30 days from Customer’s receipt of invoice. Pre-paid contingency funds are invoiced annually in advance. Approved credits will be applied at renewal.

Contingency Fund Contract Type (Select one): ☐ Pre-Paid ☐ NTE ☒ None

Service Pricing E&I Contract: EI00049~2021MA Service pricing outlined in Exhibit 4 Item 1-10 is for labor only. Service pricing will be invoiced upon commencement date in accordance with the Service Activation section of this document. An annual price increase shown in Exhibit 4 Item 11, will be applied to individual resources to account for merit increases. In the absence of a Contingency Fund, charges for overtime coverage, holiday coverage, travel, equipment, or parts shall be pre-approved by the Customer and will be billed as Time and

Materials (T&M) monthly, in arrears. Applicable taxes apply and will be added to all invoices. Pricing is valid for no more than

60 days from proposal date.

☒ 3-YEAR Service Billing: Pricing outlined in Exhibit 4 (Items 1 & 2) will be locked in for a 3-Year term. Contract will be invoiced and reviewed annually for each year, due net 30 days from Customer’s receipt of invoice.

Exhibit 4

Item

Term Length

(months) Commencement

Date

SKU

Description

QTY

Annual Rate

Extended

Y1 Y2 Y3

1 12 12 12 01/01/2026 AVIOMSMTC

Onsite Maintenance

Technician (Tier II) Qty: 1 3 $176,760 $551,773 1

11 Annual Increase 4.00%

12 Contingency Fund -

3- Year Total $551,773

1 Onsite Maintenance Engineer pricing does not include backfill support. Extended pricing includes YoY 4% annual increase. Itemized pricing as follows and will invoiced in advance on an annual basis:

• Year 1 Onsite Maintenance Technician (Tier II) = $176,760

• Year 2 Onsite Maintenance Technician (Tier II) = $183,830

• Year 3 Onsite Maintenance Technician (Tier II) = $191,183

Contract Term:

Start Date End Date Duration

January 1st, 2026 December 31st, 2028 3-Year (36-months)

Exhibit A – XR System Equipment Technical Support Responsibilities

AVI-SPL ensures all hardware and associated equipment is properly installed, functioning, available and maintained. Any user will be able to launch any immersive application, and it will function as it was intended to. Technical support includes these iEXCEL SYSTEMS: Nursing Simulation Areas (3rd Fl), 5-sided CAVE system/3D Future Wall, MultiTaction walls, CLED Lobby entry wall, and ancillary equipment (zSpace, monitors, PCs, etc). Technical support involves a combination of hardware and software maintenance, user support, and system maintenance. AVI-SPL will work closely with UNMC IT and the iEXCEL

Visualization Team to ensure a smooth path from application development to deployment. Users can expect each station to be set up and ready for use.

1. XR System Setup and Maintenance:

• Break Fix Hardware Installation: Setting up and configuring iEXCEL SYSTEMS, including projectors, displays, audio, and multi-channel graphics systems.

• Cabling and Connectivity: Ensuring that all components (e.g., servers, displays, and tracking systems) are properly connected and networked, with adequate bandwidth and power.

• Break Fix Calibration: Calibration of the iEXCEL SYSTEMS, both for the optical motion tracking systems where deployed, and regular calibration of the 3D visual displays.

• Troubleshooting Hardware Issues: Diagnosing and resolving hardware issues/malfunctions (displays, projectors, tracking cameras, servers, etc.) and coordinating repairs or replacements as necessary (either within AVI-SPL or coordinating with original equipment manufacturer).

• Break Fix Upgrades and Updates: Installing direct replacement hardware components, firmware, or software updates to keep the system running optimally and supporting future use cases.

• Maintenance and Troubleshooting: Maintaining the cameras, and tracking software, and troubleshooting any misalignments, data lags, or motion tracking errors.

4. User Support and Training:

• Training Users: Providing training to users, including faculty, researchers, and students, on how to interact with iEXCEL SYSTEMS. Provide training to Visualization Team regarding the use of and development considerations for optical motion tracking, and any related XR applications.

• System Monitoring During Requested Sessions: Assisting with live iEXCEL SYSTEMS demonstrations or research sessions, ensuring smooth operation, and troubleshooting any real-time issues.

7. Collaboration with Other IT Teams:

• Visualization Team Coordination: Communication with iEXCEL Visualization Team on the status of hardware and software.

• Collaborating with Network and Server Teams: Working closely with other IT teams to ensure the iEXCEL SYSTEMS have sufficient network bandwidth, server support, and access to data repositories.

• Vendor Coordination: Managing relationships with hardware and software vendors for troubleshooting, support.

Acceptance IN WITNESS WHEREOF, the Parties hereto have executed this SOW as of the SOW Effective Date

Board of Regents of the University of Nebraska

Signature:

Printed Name:

Date:

Title:

AVI-SPL LLC

Signature:

Printed Name:

Date:

Title:

End of Statement of Work

Corporate Attorney

11/20/25 | 08:39 CST

Lori BuckDoug Carlson

11/20/25 | 15:57 CST

AVP & Director of University Services

General Terms and Conditions

1. Applicability of Terms

1.1 These General Terms and Conditions (together with the Addendum to General

Terms and Conditions - Dedicated Onsite Managed Services, and the University of

Nebraska Legal and Policy Compliance Addendum attached hereto and incorporated herein by this reference, the “Terms and Conditions”) and the accompanying Onsite Managed Services Proposal dated July 16, 2025 (the

“Proposal”) are the only terms and conditions which govern the sale of the equipment and any related software (the “Products”) and services (the “Services”) specified in the Proposal by AVI-SPL LLC (“Seller”) to the buyer/customer identified in the Proposal (“Buyer”). Seller and Buyer may be individually referred to as a

“Party” and collectively as “Parties.”

1.2 The Terms and Conditions and the Proposal (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. 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 the Proposal and/or any of the Terms and Conditions (to the extent not superseded by a subsequent amendment); (2) the University of Nebraska Legal and Policy Compliance Addendum; (3) the Proposal, (4) the Addendum to General Terms and Conditions – Dedicated Onsite

Managed Services, (5) these General Terms and Conditions, and (6) the appliable terms and conditions under E&I Contract: EI00049~2021MA. 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.

2. Acceptance and Modification of Terms

2.1 This Agreement shall not be binding upon Seller until accepted by Buyer as set forth in this sub-Section 2.1 and the earlier of Seller’s confirmation in writing of

Buyer’s order and Seller’s performance under the applicable Proposal. Buyer’s signed acceptance of the Agreement, issuance of order against the Agreement, payment for any of the Products or Services contained in the Agreement, or receipt of the Products or Services contained in the Agreement, whichever occurs first, shall constitute Buyer’s acceptance of this Agreement.

2.2 Any modification, addition to, or waiver of any of this Agreement shall not be effective unless in writing and signed by an authorized representative of Seller, and any different or conflicting terms appearing in Buyer’s purchase order or other documents are expressly rejected by Seller. No relaxation, forbearance or indulgence by a Party in enforcing any of the terms and conditions of this Agreement or the granting of any time to the other Party shall prejudice or restrict the rights and powers of a Party hereunder, nor shall waiver of any breach hereof operate as a waiver of any subsequent or continuing breach hereof.

3. Delivery

3.1 Seller will use its best efforts to deliver the Products in accordance with the

Buyer requested delivery date, subject to receipt of all necessary information from

Buyer and Buyer’s compliance with Seller’s reasonable instructions for site readiness. Shipping and installation dates are approximate only, and Seller shall not be liable for failures of or delays in manufacture, delivery or installation resulting from any cause or causes beyond its reasonable control and without its fault or negligence.

3.2 Any delay due to causes beyond Seller’s reasonable control and without Seller’s fault or negligence shall extend delivery and installation dates to the extent caused thereby. Seller will use reasonable efforts to timely notify Buyer in the event of a delay. Buyer shall reimburse the Seller its reasonable additional expenses resulting from any Buyer-caused delay. When delivery of the Products is delayed at the request of the Buyer and the Products have already been shipped by Seller’s vendor, Seller will place the Products in storage and invoice Buyer the price of such Products, which will be promptly paid. Seller shall not be liable, and the Buyer shall have no right to cancel or rescind this Agreement, in the event of any delay due to causes beyond Seller’s reasonable control and without Seller’s fault or negligence, and

Buyer shall accept such delayed performance by Seller. The Buyer’s receipt of the

Products shall constitute a waiver of any claims for delay.

4. Billing and Payment Terms

Unless otherwise agreed in writing by Buyer and Seller in the Proposal, the total

Proposal price, excluding the price for Stand-alone Services (as defined in this section), shall be billed as follows, subject to continuing credit approval: 50% down payment at time of order, 40% upon delivery at Seller; 10% upon project completion and Buyer sign-off or first beneficial use, whichever occurs first, payable net 30 from

Buyer’s receipt of invoice. For purposes of this Agreement, “Stand-alone Services” means any Services not attached to an installation project. Unless otherwise specified in the Proposal, Products are sold F.O.B. origin-Buyer to pay all shipping charges. If this Proposal covers Products or Services for more than one system, room, suite, or location, for purposes of payment in accordance with payment terms stated on the face hereof each room, suite, or location shall be treated as if the subject of a separate sale and payment made accordingly. Unless otherwise specified in the Proposal, all pricing and amounts are in US Dollars and all billing and payment shall be made in US Dollars.

5. Buyer in Arrears or Default

In the event Buyer is in arrears with any payment due from it to Seller at any time, whether in respect of the Proposal price or any other amount due from the Buyer to the Seller under the terms of this Agreement, the amount in arrears shall bear interest at the rate of 1.5% per month or the maximum rate permitted by applicable law (including but not limited to the Nebraska prompt Payment Act (Neb. Rev. Stats.

§§ 81-2401–2408)), whichever is less, as from the date each amount falls due, pending actual payment thereof in full, without prejudice to any relief or remedy available to Seller. Upon notice to Buyer and without waiving any other rights or remedies to which it may be entitled, upon 45 days written notice, Seller shall have the right to suspend or terminate performance of the Services or delivery of the

Products until payment of the amount in arrears is received, decide not to fulfill additional orders from Buyer and/or seek collection of all amounts due. Seller shall have no liability to Buyer for any such suspension or termination.

6. Title and Risk of Loss

6.1 Title to the Products shall pass to Buyer upon delivery, subject to the manufacturer’s or Seller’s software license (if applicable).

6.2 Risk of loss or damage to the Products or any part thereof shall pass to the Buyer upon delivery.

7. Installation and Site Preparation

7.1 Installation (e.g. field assembly, interconnection, equipment calibration and checkout) is to be performed by the Seller’s trained technical employees. The Seller shall be entitled to employ subcontractors and/or agents to assist in or carry out, in whole or in part, the installation. The Seller is thereafter liable only for engineering supervision of installation.

7.2 The Seller shall reasonably coordinate and cooperate with other trades to facilitate satisfactory work progress. If the Seller’s work in progress is impeded by other trades and/or contractors (excluding the Seller’s own subcontractors) or by scheduling delays due to the Buyer, time delays in the final installation as well as additional charges, including labor, travel and other reasonable expenses, may result.

7.3 The Buyer shall be responsible for preparing, at its own expense, the installation site in accordance with the Seller’s reasonable instructions, including the requirements specified in the Proposal. In no event shall the

Seller be responsible for any high voltage electrical work, ceiling modifications, structural modifications, or mechanical systems modifications.

Unless otherwise agreed in writing in the Proposal, Buyer shall provide the

Seller with source code for any non-Seller programmed remote control system required to be modified under the terms of this Agreement.

8. Access to Project Site

8.1 The Buyer shall provide the Seller with reasonable access to the installation site before delivery, for purposes of determining site readiness for installation, and shall designate an individual on Buyer’s staff to serve as a contact person for all site preparation and installation issues. Buyer shall provide the Seller with free access to the installation site for the purpose of preparation for installation.

8.2 Buyer shall obtain at its expense and keep effective all permissions, licenses, and permits whenever required in connection with the installation and/or use of the Products and the premises where the Products shall be situated.

9. Warranty

9.1 Seller warrants that:

(a) Immediately prior to delivery, it had good title to the Products, free from any lien or encumbrance unless otherwise specified;

(b) For a period of ninety (90) days from delivery and acceptance of the

Products and Services, or, with respect to Products manufactured by a third party, such longer period of time provided by such manufacturer, the Products and Services will (i) be free from defects in materials or workmanship and (ii) conform to the requirements of the Proposal, including any instructions, specifications and documentation incorporated therein;

(c) It is in compliance with all applicable federal, state and local laws, regulations and standards relating to the sale and transportation of the supplies or items, and provision of the Products including all applicable U.S.

and foreign anti-corruption laws, including without limitation, the U.S. Foreign

Corrupt Practices Act (“FCPA”); and

(d) With respect to Services, Seller’s personnel shall possess the requisite level of training, skill and experience to address the requisite tasks efficiently and will perform the Services provided hereunder in a professional and workmanlike manner consistent with generally accepted industry standards.

9.2 Seller shall not be liable for nor have any warranty obligations with respect to Products that are in any way misused, altered and/or repaired by someone other than a representative of the Seller which, within the sole, reasonable judgment of the Seller, results in an adverse effect, including effects upon performance or reliability of the Products.

9.3 In order to make a warranty claim, Buyer shall promptly notify Seller in writing and Seller will, subject to the applicable manufacturer’s warranty policy, repair or replace such defective Product at no cost to Buyer. Seller will attempt to reply to warranty claims received from Buyer prior to 1:00 p.m.

within forty-eight hours. Normal working hours are 8 a.m. to 5 p.m., Monday through Friday, excluding legal holidays. Buyer shall reasonably and promptly cooperate with Seller’s request for information regarding the claim and with return of the defective Product if required.

9.4 Except as otherwise specified in this Agreement, no warranty whatsoever is provided by the Seller hereunder as to Products manufactured by anyone other than the Seller, including but not limited to, cables, lamps, batteries, glassware, and evacuated devices (including valve, cathode ray tubes, and other special electron tubes). Seller’s sole obligation with respect to Products manufactured by someone other than Seller shall be to pass through the applicable warranties, if any, provided by the manufacturer. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE

EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL,

IMPLIED OR STATUTORY. NO IMPLIED WARRANTY OF MERCHANTABILITY OR

FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.

10. Buyer Responsibilities

Buyer or any user of the Products shall (i) notify Seller of any unusual operating peculiarity reasonably promptly after it appears, and (ii) operate the Products in a safe and competent manner in strict compliance with the Product specifications and operating procedures and applicable laws and government regulations. In the event the Buyer or any user of the Products fails to comply with this Section 10, Seller’s warranties and its obligations hereunder shall terminate without notice to Buyer.

11. Limitation of Liability and Exclusion of Damages

11.1 EXCEPT AS TO THE EXCLUDED CLAIMS (AS SET FORTH IN SECTION 11.2 BELOW)

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL EITHER

PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR

INDIRECT DAMAGES, LOST BUSINESS PROFITS, OR LOSS, DAMAGE OR DESTRUCTION

OF DATA, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT AND THE

RELATIONSHIP AND/OR DEALINGS BETWEEN BUYER AND SELLER, REGARDLESS OF

THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),

BREACH OF WARRANTY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED

AS TO THE POSSIBILITY OF SAME. EXCEPT FOR SELLER’S GROSS NEGLIGENCE,

WILLFUL MISCONDUCT OR FRAUD, AS WELL AS THE EXCLUDED CLAIMS (AS

SETFORTH IN SECTION 11.2 BELOW), SELLER’S AGGREGATE LIABILITY ARISING OUT

OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT

PAID OR PAYABLE BY BUYER UNDER THIS AGREEMENT. THE ABOVE LIMITATION

WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF

THE THEORY OF LIABILITY.

11.2 Seller and Buyer do not limit or exclude liability in connection with claims involving the follow (the “Excluded Claims”):

a. death or personal injury;

b. claims for damage to real property or tangible or intangible property arising from Seller’s acts or omissions under the Agreement;

c. any loss or claim to the extent the loss or claim is covered by a policy of insurance maintained, or required by this Agreement to be maintained, by

Seller;

d. damages arising from the gross negligence or willful misconduct of Seller, its employees, its subcontractors, or its agents;

e. damages arising from Seller’s breach of data security or confidentiality obligations under the Agreement; or

f. any other liability (including statutory liability) to the extent it is not lawfully permitted to limit or exclude it.

12. Taxes

12.1 Any and all taxes levied or based on the prices in this Agreement, or the Products being sold hereunder, exclusive of any taxes based on net income, shall be added to the purchase prices set forth in the Proposal, except to the extent the Buyer provides the

Seller with a valid tax exemption certificate approved by Seller. If, after Seller’s receipt of a tax exemption certificate, Seller is required to pay any taxes from which Buyer is exempt as a result of doing business with University, Seller shall be solely responsible for the payment of those taxes.

12.2 All payments to be made hereunder shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If Buyer is compelled to make any such deduction, it will pay to Seller such additional amounts as are necessary to ensure receipt by Seller of the full amount which Seller would have received but for the deduction.

13. Confidentiality

13.1 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.

13.2 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.

13.3 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.

13.4 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).

13.5 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.

13.6 The Parties recognize that a violation of this Section 13 can cause irreparable harm to the business of the Disclosing Party that could not be adequately compensated by the payment of money damages and agree that the Disclosing Party may seek injunctive relief against any actual or threatened breach of this Section 13 in addition to any other available legal and equitable remedies.

14. Force Majeure

Except for payment for amounts due under the Agreement, neither Party will be liable to the other for delays or failures to perform occasioned by causes beyond its reasonable control and without its fault or negligence. Such acts or events shall include but not be limited to, acts of God, civil or military authority, civil disturbance, riot, fire, strikes, lockouts or slowdowns, factory or labor conditions, inability to obtain necessary labor, materials or manufacturing facilities, and delayed issuance of export control licenses. In the event of such delays or failures to perform, any dates or times by which either Party is otherwise scheduled to perform shall be extended automatically for a period of time equal in duration to the additional time required because of the delay or failure to perform. The Party claiming force majeure shall promptly inform the other Party of any event of force majeure, and its expected duration and cessation. The Party claiming force majeure shall use its best efforts to mitigate such effects to the extent reasonably practicable.

15. Return/Cancellation Policy

In the event Buyer wishes to return, cancel, exchange or terminate any Products based on reasons outside of Seller’s control, including but not limited to Buyer’s cancellation or termination of this Agreement or any portion thereof for its convenience, Buyer agrees, in addition to any other amounts due under this Agreement, to reimburse Seller at cost for (i) any and all third party cancellation/restocking fees incurred by Seller and (ii) where applicable, return shipping costs. Buyer understands and agrees that Seller may be unable to return certain Products to the manufacturer for a full refund or payment of a cancellation/restocking fee, including but not limited to Products that are custom or semi-custom, Products that have been removed from their original packaging and Products that have been in the possession of Buyer or stored by Seller for Buyer for an extended period of time. If Buyer wishes to return, cancel, exchange or terminate a Product due to reasons outside of Seller’s reasonable control and Seller is unable to return the Product to the manufacturer for refund of full Product price or payment of a cancellation/restocking fee, Buyer shall be responsible for paying Seller the full Product price. If the non-returnable

Product is in Seller’s possession or is in transit from Seller’s manufacturer, Seller will, if requested by Buyer within ten (10) days of Buyer’s notice of return/cancellation/exchange/termination, deliver the Product to Buyer within a reasonable period of time following Buyer’s payment of the full Product price and shipping costs.

16. Termination

16.1 Seller may, without prejudice to any rights or remedies available to Seller under this

Agreement, at law or in equity, terminate this Agreement immediately for cause in the event Buyer breaches a material term of this Agreement (it being understood that Buyer’s payment obligations shall constitute a material term) and such breach is not cured within thirty (30) days after written notice thereof. Seller may also, without prejudice to any rights or remedies available to Seller under this Agreement, at law or in equity, terminate this Agreement immediately for cause upon written notice if Buyer: (i) breaches a material term of this Agreement and such breach is incapable of cure, (ii) fails on multiple occasions to pay any amounts when due, (iii) is declared insolvent or adjudged bankrupt by any court of competent jurisdiction, or (iv) makes an assignment for the benefit of creditors, or a petition in bankruptcy or reorganization or an arrangement with creditors is filed by or against Buyer and not dismissed within thirty (30) days. Upon Seller’s termination of this Agreement for cause, without waiving or otherwise limiting any other remedies available to Seller under this Agreement, at law or in equity, Buyer shall become immediately liable for any outstanding charges for Products delivered and/or

Services performed up to the date of termination, any third party restocking/cancellation fees incurred by Seller, and any interest on any and all past due charges as set forth in this Agreement.

16.2 Buyer may, without prejudice to any rights or remedies available to Buyer under this Agreement, at law or in equity, terminate this Agreement immediately for cause in the event Seller breaches a material term of this Agreement and such breach is not cured within thirty (30) days after written notice thereof. Buyer may also, without prejudice to any rights or remedies available to Buyer under this Agreement, at law or in equity, terminate this Agreement immediately for cause upon written notice if Seller: (i) breaches a material term of this Agreement and such breach is incapable of cure, (ii) is declared insolvent or adjudged bankrupt by any court of competent jurisdiction, or (iii) makes an assignment for the benefit of creditors, or a petition in bankruptcy or reorganization or an arrangement with creditors is filed by or against Buyer and not dismissed within thirty (30) days.

16.3 Buyer may, upon thirty (30) days written notice to Seller, terminate this Agreement for its convenience provided, however, that Seller shall be paid for all Products delivered and Services performed up to the effective date of termination (less amounts already paid) plus reimbursed at cost for any third party restocking/cancellation fees and, where applicable, return shipping costs, in accordance with Section 15. For any non-returnable items, Buyer shall pay Seller for the full Product price and, where applicable, shipping costs, in accordance with Section 15.

16.4 Upon any expiration or termination of this Agreement, in addition to any other provisions of this Agreement that state survival after termination or expiration of this Agreement, and notwithstanding expiration, completion or termination of this

Agreement, the Parties shall continue to be bound by the provisions of this

Agreement that, by their nature, shall survive such completion or termination, including without limitation provisions relating to warranties, governing law and jurisdiction, and confidentiality.

17. Governing Law and Jurisdiction

17.1 Notwithstanding any other provision of this Agreement or any amendment or addendum entered into contemporaneously or at a later time: (a) Buyer 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 Buyer 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.

18. Miscellaneous

18.1 The Proposal shall be firm for the period shown on the face of the Proposal, subject to withdrawal or change by the Seller upon notice at any time prior to

Buyer’s acceptance. Notwithstanding the foregoing, the Seller shall have the right to amend the price of the Products to reflect tariffs that had not been imposed at the time this Agreement was submitted to Buyer.

18.2 In providing the Products and/or the Services, Seller shall be deemed to be an independent contractor and its personnel and representatives shall not act as nor be Buyer’s agents or employees. Seller shall have complete charge and responsibility for personnel employed or engaged by Seller. Seller shall at all times make clear in writing to its employees and contractors such persons are not entitled to any compensation, benefit or other consideration of any kind from Buyer.

18.3 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.

18.4 If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the remaining terms of this Agreement shall in no way be affected or impaired.

Printed Name:

Date:

Title:

Supplier

Signature:

Printed Name:

Lori Buck

11/20/25 | 08:39 CST

Doug Carlson

Addendum to General Terms and Conditions – Dedicated Onsite Managed Services

The following terms supplement and modify the General Terms and Conditions as they apply to Seller’s provision of onsite managed services as more particularly described in this

Addendum and the Onsite Managed Services Description (collectively, the “Services”). Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the General Terms and Conditions.

1. Definitions This Addendum contains defined terms and acronyms. The following definitions shall apply:

"In-Warranty Hardware” means the covered equipment has an active, Manufacturer or third-party sponsored warranty program that can be exercised by the Buyer or by the Seller on behalf of the Buyer;

“Manufacturer” means an entity that produces hardware and / or software;

“Onsite Managed Services Description” means that portion of the Proposal detailing the Services being purchased by Buyer;

"Out-of-Warranty Hardware” means the covered equipment does not have an active, Manufacturer or third-party sponsored warranty program that can be exercised by the Buyer or by the Seller on behalf of the Buyer;

“Software Options” means optional functionality or features of software that may be selected at the time of purchase or later, and for which separate charges are assessed;

“Software Update” means software for which the Manufacturer has provided fixes or minor revisions to correct errors or defects in the existing operation of the software in accordance with the published product specifications, and which is limited to those updates that the Manufacturer generally provides to its customers at no charge.

Software Updates do not include Software Upgrades or Software Options; and

“Software Upgrade” means new releases of the software which contains enhancements improving the functionality or capabilities of the software, which

Manufacturer may make available to its customers. Software Upgrades do not include

Software Options.

2. Services Description

The Services purchased by Buyer are detailed in the Onsite Managed Services

Description.

3. Services Orders

Following Seller’s order confirmation, Buyer agrees to provide a contact name, contact email address, and telephone number at the service location(s). Standard response times and service level agreements are not guaranteed until such information is received by the Help Desk.

Service locations specifically identified in the proposal will be eligible for Services. If Buyer elects to purchase any additional or optional services or features, additional fee(s) will be invoiced separately with payment terms as specified for such services.

4. Services Term

The Services shall commence upon the first day onsite at Buyer’s location or upon first day of orientation. The Services shall expire at the conclusion of the term specified in the Proposal, unless earlier terminated. Notwithstanding anything to the contrary in the Terms and Conditions, Seller reserves the right to postpone commencement of the Services, upon written notice to Buyer, in the event of any delays, from any cause or causes beyond AVI-SPL’s reasonable control and without its fault or negligence, that prevent Seller from commencing the Services on the original commencement date. In such case, Seller will provide a new Services commencement date and the term of the Services will commence as of that date and continue for the term specified in the Proposal, notwithstanding any specific dates contained in the

Agreement or any other purchase documents. Invoicing and payment will be adjusted to align with the new commencement date of the Services.

5. .Services Availability

Unless otherwise noted in the Onsite Managed Services Description, the Seller’s onsite managed services personnel are available Monday through Friday from 8

AM to 5 PM local standard time, excluding legal holidays.

Requirements to provide Services prior to or after the agreed upon hours of support must be agreed to by both parties in advance and in writing and additional fees may apply.

Services performed beyond forty (40) hours per week will be paid at the rate of one and a half times the hourly rate. Services performed on legal holidays will be charged at the rate of two times the hourly rate.

6. Seller Point of Contact

Seller will provide a contact that will be responsible for the overall agreement in place with Buyer. This resource may be contacted for all issues with respect to the delivery of Services.

7. Assignment and Removal of Seller’s Onsite Managed Services Personnel

Action may be required to remove Seller’s onsite managed services personnel from provision of Services as a result of…