DOC1938354436.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 CIVICPLUS Contact Brandon Sifrar

Sourcing Agent Shanon Wright Email Brandon.sifrar@civicplus.com

REQUESTING DEPARTMENT

Participating Campuses

UNOP

Administrative Unit/Dept.

General Counsel

Department Contact Molly McCleery

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Software for handling public records requests and document review and redaction

Contract Document Document Amt Total Amt Start Date End Date Notes

CW39631 $22,437.00 01/01/2026 12/31/202

COMPETITION/BID INFORMATION

Bid Number N/A

Competition N/A

Contract Information

1 year term with option to renew

INTERNAL USE ONLY

CW39631

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 CivicPlus, LLC a Kansas Limited Liability Company (“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” or “SOW”) and incorporated herein and any subsequent proposal or statement of work incorporated by reference into this Agreement (collectively, “Deliverables”). Supplier shall perform services under this Agreement for the 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 the date of an accurate invoice and all requested supporting documentation. 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. 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 after an initial period of twelve (12) months (“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 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.

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

Notwithstanding the foregoing, Supplier will not be liable or responsible for any delay in the time or completion of the Services due to the action or inaction of the Customer

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. This section intentionally omitted.

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 sixty (60) 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; and (d) Supplier shall promptly return to University any property provided by University to Supplier under this Agreement.

Revised: 160425

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) require Supplier to remove, at its sole expense, any non-conforming or deficient Deliverables from University’s premises; and (c) 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 the Services will perform substantially in accordance with documentation and marketing proposals, and will be free of any material defect. Supplier warrants to the University that, upon notice given to Supplier of any defect in design or fault or improper workmanship, Supplier will remedy any such defect. Supplier makes no warranty regarding, and will have no responsibility for, any claim arising out of: a modification of the Services made by anyone other than Supplier, even in a situation where Supplier approves of such modification in writing; use of the Services in combination with a third-party service, web hosting service, or server not authorized by Supplier.. 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. 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 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.

12. 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 reasonable attorneys’ fees and costs, if the other party prevails.

13. 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, brought by a third party and directly arising out of the sole negligence, malicious acts or omissions of Supplier and its officers, employees, agents, and subcontractors during its performance under this Agreement.

14. Intellectual Property Indemnity

Supplier will defend at its expense or settle any third-party claim against the University alleging that the Services provided under this Agreement infringe intellectual property rights. Supplier will pay infringement claim defense costs, Supplier negotiated settlement amounts, and damages finally awarded by a court.

Supplier has no obligation for any claim of infringement arising from the University’s use of the Services for purposes not contemplated by this Agreement. Supplier’s indemnification obligations under this Section are conditioned upon the University: promptly notifying Supplier of any claim in writing cooperating with Supplier in the defense of the claim granting Supplier sole control of the defense or settlement of the claim. The indemnification obligations of Supplier herein do not apply to any claims of intellectual property infringement

Revised: 160425 related to University Content as defined in this Agreement .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.

15. Limitation of Liability. Except for damages arising out of a Party’s gross negligence, willful misconduct, or obligations that cannot be limited under applicable Nebraska law, or either party’s obligation to pay any outstanding and undisputed invoices, the total aggregate liability of either Party for all claims, damages, losses, costs, and expenses arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid or payable by University to Supplier under this Agreement in the twelve (12) months preceding the event giving rise to the claim. In no event shall Supplier be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits or loss of business, even if advised of the possibility of such damages. This limitation applies to all claims and causes of action, including warranty and indemnity claims.

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 $2,000,000.00 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. Notwithstanding the foregoing, Supplier may assign and transfer all of its rights and obligations under this Agreement by a sale of a majority of its assets or merger.

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. This Agreement shall also be subject to the applicable Solution and Services terms and conditions available at https://www.civicplus.help/civicplus-help-center/docs/master-services-agreement (the "CivicPlus Terms"). In the event of any conflict or inconsistency between the terms of this Agreement and the CivicPlus Terms, the terms of this Agreement shall take precedence.

https://www.civicplus.help/civicplus-help-center/docs/master-services-agreement

Revised: 160425

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 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

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

https://statecontracts.nebraska.gov/

Revised: 160425

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. . Supplier shall provide University with evidence of the completion of the required background screenings upon University's request. 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 as protected veterans or individuals with disabilities and require action to employ and advance in employment individuals without regard to disability or veteran status.

If Supplier has fifty (50) or more employees and this Agreement involves payment of $50,000 or more in federal funds to Supplier, then Supplier shall develop or maintain a program as described in 41 CFR 60- 741, subpart C. If Supplier has fifty (50) or more employees and this Agreement involves payment of $150,000 or more in federal funds to Supplier, then Supplier shall develop or maintain a program as described in 41 CFR 60-300, subpart C. To the extent any of the provisions of Appendix II to 2 CFR Part 200 apply to this Agreement, such provisions are incorporated herein by this reference and apply to Supplier as a “contractor,” “recipient,” or “subrecipient.”

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

32. Right to Audit Privilege. University reserves the right to audit or inspect work performed by Supplier under this Agreement. University may participate directly or through an appointed representative in order to verify that services related to this Agreement have been performed in accordance with the procedures indicated.

33. Affiliates. “Affiliates” for the purposes of this Agreement are agents, contractors, consultants, or other entities or individuals who are authorized by University to use the Deliverables. Affiliates may be added by University upon written notice to Supplier. Affiliates may avail themselves to the benefits of this Agreement by way of a separate agreement between Affiliate and Supplier. Affiliates include, without limitation, any public agency or instrumentality of the government of the State of Nebraska or political subdivisions within the State of Nebraska, any entity in which the Board of Regents of University has at least a fifty percent (50%) controlling interest, and The Nebraska Medical Center d/b/a Nebraska Medicine.

34. No Personal Liability. In no event shall any regent, official, officer, employee, agent, or student of University be personally liable or responsible for any representation, statement, covenant, warranty or obligation contained in, or made in connection with, this Agreement, express or implied.

Revised: 160425

35. Campuses. By virtue of the authority granted by the Board of Regents of University of Nebraska, each Campus may execute certain contracts on their own behalf. Supplier acknowledges one or more Campuses may participate under this Agreement. The Campuses shall not be considered “Affiliates” for purposes of this Agreement.

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

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

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

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

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

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

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

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

43. Subcontractors. Supplier shall not subcontract all or substantially all of any facet of the services provided under this Agreement without the prior written approval of University. Supplier shall be fully responsible for the acts and omissions of its subcontractors and of the persons directly or indirectly employed by them. Every subcontractor shall be bound by the terms of this Agreement; provided, however, that no contractual relationship shall exist between any subcontractor and University, unless evidenced in a separate contract independent of this Agreement with Supplier.

44. Unavailability of Funding. Due to possible future reductions in state and/or federal funds, University cannot guarantee the continued availability of funding of this Agreement notwithstanding the consideration contained within this Agreement. In the event funds to finance this Agreement become unavailable, either in full or in part, due to such reductions, University may terminate this Agreement or reduce the consideration upon notice in writing to Supplier. Said notice shall be delivered by certified mail (return receipt requested) or in person (with proof of delivery). University shall be the final authority as to the availability of funds. The effective date of such termination or reduction in consideration shall be the actual effective date of the elimination or reduction of funding. In the event of a reduction in consideration, Supplier may cancel this Agreement as of the effective date of the proposed reduction upon the provision of advance written notice to University. Supplier shall be entitled to receive just and equitable compensation for any satisfactory work performed up to the effective date of the termination. In the event of unavailability of funding, University shall not be liable for any penalty, expense, or liability, or for general, special, incidental, consequential, or other damages resulting therefrom.

45. Delivery. This section intentionally omitted.

46. Foreign Adversary Certification. The terms in this section defined in Neb. Rev. Stat. § 73-903 shall have the meaning defined therein. If this Agreement is for a technology-related product or service and no exception set forth in Neb. Rev. Stat. § 73-906(2) applies, Supplier certifies that it is not a scrutinized company, it will not subcontract with any scrutinized company for any aspect of performance of this Agreement, and any products or services provided under this Agreement do not originate with a scrutinized company. The certification set forth in this section shall be an ongoing certification during the Term and Supplier shall immediately notify University of any change in the status of the certification set forth in this section.

47. Ownership and Content Responsibility. Upon full and complete payment of amounts owed under this Agreement in accordance with Section 2 (Payment), University will own any website graphic designs, Deliverables content, module content, importable and exportable data, and archived information (“University Content”) created by Supplier on behalf of University pursuant to this Agreement. “University Content” also includes, without limitation, any elements of text, graphics, images, photos, audio, video, designs, artworks, logos, trademarks, service marks, and other materials or content which University provides to Supplier for processing, transmission, storage, or input into any Deliverables in connection with this Agreement. University Content excludes any content in the public domain and any content owned or licensed by Supplier, whether in connection with providing Deliverables or otherwise.

Upon completion of the Deliverables, University will take over the management and control of the Deliverables and will assume full responsibility for University Content maintenance and administration.

University, not Supplier, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all University Content. University hereby grants Supplier a worldwide, non exclusive right and license to reproduce, distribute, and display the University Content solely as necessary to provide the Deliverables. University represents and warrants that University owns all University Content or has permission from the rightful owner to use each element of the University Content and that University has all rights necessary for Supplier to use the University Content in connection with providing the Deliverables. University agrees that Supplier shall not be responsible or liable for the content of messages created by University or by University users or end users who access the Deliverables. Notwithstanding the foregoing, Supplier retains the right, but not the obligation, to remove any University Content that is libelous, harassing, abusive, fraudulent, defamatory, excessively profane, obscene, abusive, hate related, violent, harmful to minors, advocates racial or ethnic

Revised: 160425 intolerance, is intended to advocate or advance computer hacking or cracking, or otherwise violates applicable law or third party rights.

At any time during the Term as defined in Section 6 (Term), University will have the ability to download the University Content and export the data that is processed through the Deliverables (“University Data”).

University may request Supplier to perform the export of University Data and provide such University Data in a commonly used format, for a fee to be quoted at the time of request and approved by University. Upon termination of this Agreement under Section 9 (Termination) for any reason, whether or not University has retrieved or requested the University Data, Supplier reserves the right to permanently delete the University Content and University Data held in the Deliverables thirty (30) days following termination. During the thirty

(30) day period following termination, University will not have access to the Deliverables.

Intellectual property in the software or other original works created by or licensed to Supplier, including all software source code, documents, and materials used in performing the Deliverables (“Supplier Property”), will remain the property of Supplier. Supplier Property specifically excludes University Content. University shall not license, sublicense, sell, resell, reproduce, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any Supplier Property except as expressly permitted under this Agreement, adapt, alter, modify, or create derivative works based upon any Supplier Property, create internet links to Supplier Property or frame or mirror any Supplier Property administrative access in a manner that would allow third parties to use the Deliverables, reverse engineer, decompile, disassemble, or otherwise attempt to obtain software source code for any portion of the Deliverables, attempt to gain unauthorized access to the Deliverables or Supplier systems or networks, or access Supplier Property to build a competing product or service, to build a product using similar ideas, features, functions, or graphics, or to copy any ideas, features, functions, or graphics of Supplier Property. The Supplier name, logo, and product or module names associated with Supplier Property are trademarks of Supplier, and no right or license is granted to use them outside the licenses set forth in this Agreement.

Provided University complies with the terms and conditions of this Agreement, Supplier hereby grants University a limited, non transferable, non exclusive, non assignable license to access and use the Supplier Property associated with the Deliverables during the Term defined in Section 6 (Term). This license applies solely for University’s legitimate business use consistent with the purpose of the Deliverables and not for competitive evaluation or benchmarking.

48. Further Responsibilities. Supplier will not be liable for any act, omission of act, negligence, or defect in the quality of service of any underlying carrier, licensor, or other third party service provider whose facilities or services are used in furnishing any portion of the Deliverables received by University, and Supplier will not be liable for any failure of performance that is caused by or results from any act or omission by University or any entity employed or contracted on University’s behalf, provided that University shall be reasonably responsive and cooperative with Supplier to support timely performance of the Deliverables.

Supplier shall not be responsible for any act or omission of any third-party vendor or service provider that University has selected to integrate any of its Services with.

University agrees that it is solely responsible for any end user personal data that University chooses to solicit, collect, store, or otherwise use in connection with the Deliverables, acknowledges that Supplier offers certain solutions with enhanced security features for sensitive data, and agrees that it is University’s responsibility to determine whether the data it solicits or collects should be stored using such solutions, further acknowledging that Supplier does not control or have knowledge of the specific data University solicits and therefore has no responsibility or liability for the use, storage, or consequences of University’s solicitation, collection, storage, or other use of end user personal data by University or any third party, that University has sole control over the determination of what data or information is included in content transmitted or stored by Supplier, and that University shall not provide or allow to be provided to Supplier any content that infringes or violates third party intellectual property, publicity, or privacy rights, contains defamatory material, or violates applicable federal, state, local, or foreign laws or regulations.

University is responsible for all activity that occurs under University’s accounts by or on behalf of University and agrees to be solely responsible for all designated and authorized individuals chosen by University (“User”) activity, which must be in accordance with this Agreement and the CivicPlus Terms of Use available at https://www.civicplus.help/civicpluss-terms-of-use, be solely responsible for the University data, obtain and maintain during the term all necessary consents, agreements and approvals from end users, individuals or any other third parties for all actual or intended uses of information, data or other content University will use in connection with the Services, use commercially reasonable efforts to prevent unauthorized access to or use of any User’s log in information and the Services and notify Supplier promptly of any known unauthorized access or use of the foregoing, use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Supplier Property and promptly notify Supplier of any unauthorized access or use of the Services or Supplier Property and any loss or theft or unauthorized use of any User’s password or username or personal information, and use the Services only in accordance with applicable laws and regulations.

49. Data Security. Supplier shall, at all times, comply with the terms and conditions of its Privacy Policy, found at https://www.civicplus.help/civicplus-help-center/docs/civicplus-privacy-policy, and will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of University Data, and Supplier will not modify or disclose University Data except to provide the Deliverables, to prevent or address service or technical problems in connection with support matters, as specifically directed or expressly permitted in writing by University, in compliance with Supplier’s Privacy Policy, or if compelled by law, provided that Supplier reserves the right to delete, suspend, or block known malicious accounts without University authorization and University understands that Supplier has no obligation to provide the Deliverables or maintain University Data, information, or other material if University accounts are past due and unpaid as set forth in this Agreement.

University further acknowledges and agrees that Supplier utilizes third party service providers to host and provide the Deliverables and store University Data and that protection of such data will be in accordance with such third party safeguards for security and confidentiality, and notwithstanding anything to the contrary Supplier shall have the right to collect and analyze data and other information relating to the provision, use, and performance of the Deliverables and related systems and technologies, including information concerning University Data and data derived therefrom, and Supplier may use such information during and after the Term to improve and enhance the Deliverables and for development, diagnostic, and corrective purposes in connection with the Deliverables and other Supplier offerings.

In the event of a security breach due to the sole…