DOC1938738603 (1).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 ECHO HEALTHCARE INC **ACH** Contact Jessica Miller

Sourcing Agent Sarah Johnson Email jessica.miller@3bscientific.com

REQUESTING DEPARTMENT

Participating Campuses

UNMC

Administrative Unit/Dept.

College of Nursing, Admin

Department Contact Derek Lankford, dlankford@unmc.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Service Level Agreement Provided By: Echo Healthcare Institution Name: University of Nebraska- College of Nursing Service Period: January 1, 2026- December 31st, 2026

A service contract between the University of Nebraska- College of Nursing and Echo Healthcare for the purpose of providing technical support for the University of Nebraska's- College of Nursing's simulation equipment.

Contract Document Document Amt Total Amt Start Date End Date Notes

Legal & Policy Compliance Addendum

$58,334.00 $58,334.00 01/01/2026 12/31/2026

COMPETITION/BID INFORMATION

Bid Number NA

Competition NCPD approved

Contract Information

NA

INTERNAL USE ONLY

CW39899

Echo Healthcare

MASTER LEVEL SERVICE AGREEMENT

Service Level Agreement

A service provided by Echo Healthcare

Service Level Agreement Provided By: Echo Healthcare Institution Name: University of Nebraska- College of Nursing Contact Name: Krystal Davis Address: 926160 Nebraska Medical Center City, State, Zip: Omaha, NE 68198-6160 Service Period: January 1, 2026- December 31st, 2026

Program Overview:

Welcome to the Master Level Service Agreement (MeLiSA), the solution designed to keep your simulation center operating efficiently. MeLiSA provides service, education, and support for your simulation equipment. We understand the need to keep your simulation equipment functional, and appreciate the costs associated with maintaining this technology. This revolutionary service will help to ensure that help is one click away, and we guarantee that you will always be connected to a trained Emergency Simulator Responder. This service will cover multiple manufacturers and help to stabilize operational costs for all simulation technology.

Agreement Overview:

This agreement represents a service contract between the University of Nebraska- College of Nursing and Echo Healthcare for the purpose of providing technical support for the University of Nebraska's- College of Nursing's simulation equipment (See Appendix A) for $58,334 USD assuming all simulators are in proper working/operational (determined by ESR evaluation) order prior to the start of the contract. All simulators will be assessed during the Onboarding Health Check, if any are deemed non-functional or beyond repair, the simulator will be removed from the inventory list and the price adjusted accordingly. Any pre-existing conditions will be identified at onboarding and quotes provided for repair and presented to the customer for approval.

Appendix A

Product Details Total

MeLiSA – Customized Annual Service Plan $58,334.00

Included Simulators: 19

See appendix B on final page of SLA for details.

• 2 additional days of onsite service to use as needed

Sales Tax (will be added to invoice if not tax -exempt institution)

Annual Total: $58,334.00

* This agreement remains valid unless superseded by a mutually agreed upon contract by both stakeholder.

MeLiSA Onboarding Services:

• Introduction to the MeLiSA App by your MeLiSA Emergency Simulator Responder

• Inventory cataloguing and inspection/evaluation of covered equipment.

• Assist with setup and operation of all MeLiSA covered simulation equipment (See List in Appendix A)

• Troubleshooting recommendations, and suggestions for equipment under the MeLiSA contract

MeLiSA Proprietary Annual Parts Allowance:

• Each simulator on the MeLiSA annual contract will have a $500.00 budget allocated for OEM

Proprietary parts or non-covered replacement parts.

o With 19 simulators on MeLiSA plan, your program will have $9,500.00 allocated for

MeLiSA team to purchase parts from OEM on your behalf.

• This $500 per simulator allowance does not roll over and is available annually per simulator to be used as a benefit of the MeLiSA annual subscription.

• Upon the Annual Parts Allowance being used, the customer will cover Proprietary parts costs from the OEM.

MeLiSA Included Services:

• On call access via MeLiSA App

• MeLiSA support team to help regulate and support your service requirements.

• Onsite service visit from MeLiSA Emergency Simulator Responder at each campus at onboarding and two onsite service days to use as needed throughout year.

• Troubleshoot, repair or replacement of wearing parts. There is limited replacement coverage on consumable materials (consumable parts listed in SLA). Proprietary replacement parts that are only offered or manufactured by the original equipment manufacturer are not covered under MeLiSA. Our

MeLiSA team will source parts on behalf of your program, provide lowest available pricing on any part/component deemed an OEM supplied part only (refurbished and tested when available) when sourced outside of manufacturer. MeliSA team will suggest the lowest price available and source on your behalf.

Consumable items covered under the MeLiSA plan:

• Silicone tubing (airways not included)

• Latex tubing

• Pneumatic pulse bladders

• Nuts / Bolts / Screws & Fasteners

• Pneumatic fittings / Fluid connectors

• Pneumatic tubing / Fluid tubing

• Pneumatic check valves / Fluid check valves

• Plastic consumable parts, IM & IO injectable modules.

• Lung bladders / Tension Pneumothorax bladders.

• Chest tube seals

• Adhesives and special glues

• Electrical wire / connectors

• (1) Battery per asset annually

*Normal wear and tear are defined by those actions and activities performed on and to the manikins by appropriately skilled learners. Damages or parts required outside of normal wear and tear will be assessed on a case-by-case basis by the Emergency Simulator Responder during onboarding. The cost of repairs to equipment that is damaged by misuse will be the responsibility of the customer.

• Assist with installation of virtual software updates on MeLiSA covered simulators.

• Guided preventative maintenance via MeLiSA App.

• If any of the proprietary OEM parts need repair and replacement onsite with the OEM, a MeLiSA Emergency Simulator Responder will organize the logistics associated with shipping and repair of the manikin. Cost of labor and shipping are covered under MeLiSA Program 1x in the lifetime of that manikin on the MeLiSA Program.

• Simulators that have surpassed five years of age based on serial number and purchase date will be eligible for MeLiSA app support, labor to repair, and ESR repair services, these systems will also be eligible for parts sourcing on a case-by-case basis based on availability.

• Communicate and advocate with Original Equipment Manufacturers (OEM) to source and acquire replacement parts not covered under normal simulator wear and tear.

Occasionally the customer may need to communicate directly with OEM to acquire parts.

Therefore, we recommend designating a point of contact within your facility that will that handle OEM parts ordering on behalf of MeLiSA program representative when needed.

• Asset lifecycle management - Utilizing industry data and lifecycle expectation gathered from MeLiSA’s service database, provide guidance and advice on the life expectancy of current simulators so you can create realistic capital replacement plans.

o Basic Services are included in the annual pricing of the SLA. For purposes herein, "Basic Services" regarding asset lifecycle management includes, but is not limited to, provision, on an ad hoc basis, aggregated data for the repair and troubleshooting of all equipment during the contract period.

• Advisory services and consultations- guidance and advice with capital equipment purchasing, RFP evaluation, equipment training for new staff.

o Basic Services are included in the annual pricing of the SLA. For purposes herein, "Basic Services" regarding advisory services and consultations includes guidance and advice for capital equipment purchases without an RFP evaluation. Equipment training (limited to one-hour increments) are also included as part of the Basic Services o

MeLiSA Ad Hoc Services:

• Repair by a MeLiSA Emergency Simulator Responder at your facility or in-house at our

Sarasota, FL facility by technical staff.

• Replacement of any parts not covered under the MeLiSA Program will be quoted and invoice separately. These parts can be purchased using the Proprietary Part Allowance.

Service Availability:

• Immediate support will be available via the MeLiSA App from 8 AM EST (5 AM PST) to 8 PM

EST (5 PM PST) Monday through Friday.

• Non-Urgent support will be available via the MeLiSA support email (MeLiSAsupport@echosimulation.com)

• Unusual hours will be accommodated with sufficient notice

Customer Requirements:

The customer must maintain an adequate battery charge on the MeLiSA provided device.

MeLiSA support is not responsible for the loss of signal due to low battery life and/or poor internet connection of the supplied technology.

Service Contract Terms & Conditions

• The contract will be effective for 1 calendar year after the initial start date as listed above.

• Renewal Terms of Agreement: Unless terminated earlier in accordance with MeLiSA Terms of Service <https://melisasupport.com/terms-of-service>, the initial term of this Agreement shall commence on the Effective Date and Terminate twelve (12) months thereafter. This Agreement shall automatically renew for successive one (1) year terms unless either party Provides the other with notification of termination at least sixty (60) days prior to expiration of the then-current term.

• Pricing: All quoted prices are in US Dollars, unless otherwise stated. Prices quoted are valid through the date listed on the quote above.

• Tax: Prices are exclusive of all taxes, which will be added to the final invoice as applicable.

• Exchange/Repair: At the sole discretion of Echo Healthcare, the exclusive remedy of the Buyer shall be repair of defective product or replacement of defective hardware MeLiSA product.

• Shipping: Standard shipping terms are FOB Shipping Point.

• Payment Terms: Standard payment terms are due upon order acceptance by Buyer and Seller. Net terms must be approved based on the customer's credit and may result in a finance charge being added to the overall order.

• Accepted Payment Methods: Wire transfer, certified check, credit card and ACH.

• For additional Terms & Conditions, please see below mailto:MeLiSAsupport@echosimulation.com https://melisasupport.com/terms-of-service

By initialing here, you acknowledge that signing this contract allows Echo Healthcare to initiate the invoicing process without waiting to receive a Purchase Order from your institution.

Customer Signature Date Echo Healthcare Signature Date

Customer Printed Name Echo Healthcare Printed Name

Echo Healthcare 6407 Parkland Drive Sarasota, FL 3

Jen Shelstad

12/19/25 | 12:54 CST12/19/25 | 20:02 CST

Michael Hrncirik

Appendix B

Own er

Simulator Bran d Mo del SN Location

CON Adult HAL S3201 Gauma rd

S3201 H1806757 Lincoln

CON Susie S1001 Gauma rd

S1001 T1806167W Lincoln

CON Trauma HAL S3040.100 Gauma rd

S3040 K2001337 Lincoln

CON Susie S2000 Gauma rd

S2000 S2401059 Lincoln

CON Advanced Ped Hal S2225 (Pro-rated Sep- Dec)

Gauma rd

S2225 X2409328 avd

CON Newborn Tory S2210 (Pro-rated March-Dec)

Gauma rd

S2210 B6401997 Lincoln (under OEM warranty through Ma rch 2027)

CON Victoria (Pro-rated Sept-Dec) Gauma rd

S2200 V2309438 Lincoln (under OEM warranty through Au g 2026 Birthing Baby Gauma rd Y2309623

CON Pedi Hal S2225 Gauma rd

S2225 X2204788 Norfolk

CON Susie S2000 Gauma rd

S2000 S2010640 Norfolk

CON Victoria S2200 and Birting Baby

Gauma rd

S2200 V1903737 / Omaha

Y1902871

CON Newborn Tory 2210 Gauma rd

S2210 B5903443 Omaha

CON Susie S2000 Gauma rd

S2000 S2312051 Omaha

CON Pedi HAL S3005 Gauma rd

S3005 P2106501 OMaha

CON Hal S3101 Gauma rd

S3101 H1903949 Omaha

CON Victoria S2200 & Gauma rd

S2200 V1709497 / Scottsbluff

Birthing Baby Y1707601

CON Pedi HAL S3005 5y/o Gauma rd

S3005 P1708108 Scottsbluff

CON Newborn Tory S2210 Gauma rd

S2210 B5708310 Scottsbluff

CON Hal S3201 Gauma rd

S3201 H2401016 Scottsbluff

CON Pedi Hal S2225 Gauma rd

S2225 X1807001 Kearney

MeLiSA Standard Service Terms & Conditions

Welcome to the Master Level Service Agreement (MeLiSA), the solution designed to keep your simulation center operating efficiently. MeLiSA provides service, education, and support for your simulation equipment. We understand the need to keep your simulation equipment functional, and appreciate the costs associated with maintaining this technology. This revolutionary service will help to ensure that help is one click away, and we guarantee that you will always be connected to a trained Emergency Simulator Responder. Our service covers multiple manufacturers and help to stabilize operational costs for all simulation technology.

The specifics of your program will be outline in your individual Service Level Agreement (SLA), based on the products you have elected coverage for along with any optional services selected.

Additionally, with the purchase of any new Echo Healthcare LifeCast manikin, our customers are provided, free of charge, a one-year limited warranty, which provides our customers with an Echo Healthcare MeLiSA program covering the product purchased. Our customers may elect to renew their MeLiSA coverage at the end of their one-year free warranty period. If you elect to renew and purchase extended service coverage for your LifeCast manikins, these terms & conditions will apply, and an individual SLA will be executed for the renewal period.

Definitions: Whenever used in this Agreement, the following terms shall have the meaning set out below:

• “the Company” means Echo Healthcare Incorporated.

• “the Customer” means any party contracting with the Company.

• “Services” means the services as outlined in any Service Level Agreement “SLA” between the Company and the Customer.

Applications of Conditions: The terms & conditions set out hereunder shall apply to any SLA made between the Company and the Customer. These terms & conditions along with the any duly executed SLA constitute the entire agreement “Agreement” between the Company and the Customer. No person other than a Director of the Company shall have the authority on behalf of the Company to vary, waive or add to these terms or to make any agreement or give any consent referred to therein and no such variation waiver addition or agreement or consent shall be binding upon the Company unless it is in writing and signed by a Director.

These terms and conditions shall govern services set forth in the associated SLA and also apply to all quotations made, order acknowledgments sent, purchase orders received, and invoices provide to the Customer by Echo Healthcare.

Terms of Agreement: Unless terminated earlier in accordance with this Agreement, the services under this Agreement shall commence on the effective date and terminate twelve (12) months thereafter. This Agreement shall automatically renew for successive one (1) year terms unless either party provides the other with notification of termination at least sixty (60) days prior to expiration of the then-current term.

Either party may terminate this Agreement at any time if the other party: (i) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach or

(ii) ceases operation without a successor. The following sections shall survive any expiration or termination of this Agreement: Warranty Disclaimer, Limitation of Liability, Confidential and Proprietary Information and Complete Understanding; Modifications.

Fees & Payment: The Customer agrees to pay all fees specified within this Agreement. All payments shall be made in U.S. dollars. Recurring services will be billed in advance. The Customer shall be responsible for all taxes, duties or other withholdings arising from the services. Fees listed in this Agreement are exclusive of all such taxes, duties or other withholdings, which will be added to the final invoice, as applicable.

Payment: Standard payment terms are due upon receipt of this duly executed MeLiSA service level agreement by Customer and Seller, or receipt of an invoice from the Company for future renewal terms. Net payment terms must be approved based on customer’s credit and may result in a finance charge being added to the overall contract price. Echo Healthcare has the right to suspend service if Customer has failed to pay any invoice within forty-five (45) days of receipt. Echo Healthcare accepts payments via ACH, credit card, wire transfer and certified check.

Title: Hardware, parts and supplies will be shipped FOB Shipping Point with title and risk of loss transferring upon shipment to the Customer. All hardware, parts & supplies sales are final with no right to return other than for warranty for defective hardware, parts or supplies. At the sole discretion of Echo Healthcare, the exclusive remedy of the Customer shall be repair of defective product or replacement of defective hardware.

Limited Warranty: The Seller warrants for a period of thirty (30) days following contract expiration (the “Warranty Period”) that all services will be performed in a professional manner in accordance with generally applicable industry standards. Echo Healthcare’s sole liability (and Customer’s exclusive remedy) for any breach of this warranty shall be for Echo Healthcare to re-perform any deficient services. Echo Healthcare shall have no obligation with respect to a warranty claim: (i) if notified of such claim after the Warranty Period or (ii) if the claim is the result of third-party hardware or software, the actions of the Customer or some other party or is otherwise caused by factors outside the reasonable control of Echo Healthcare.

THIS SECTION IS A LIMITED WARRANTY AND SETS FORTH THE ONLY WARRANTIES

MADE BY ECHO HEALTHCARE. ECHO HEALTHCARE MAKES NO OTHER WARRANTIES,

CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR

OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR ANY WARRANTIES

REGARDING THE PERFORMANCE OF ANY SOFTWARE OR HARDWARE PROVIDED OR

INSTALLED BY ECHO HEALTHCARE. THE CUSTOMER MAY HAVE OTHER STATUTORY

RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF

STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE

WARRANTY PERIOD.

LIMITATION OF LIABILITY: ECHO HEALTHCARE WILL NOT BE LIABLE FOR ANY

INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING,

WITHOUT LIMITATION, DAMAGES FOR INTERRUPTION OF SERVICES, LOSS OF

BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OR

INCREASED EXPENSE OF USE CUSTOMER OR ANY THIRD PARTY INCURS), WHETHER

IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION,

NEGLIGENCE), OR STRICT LIABILITY, EVEN IF ECHO HEALTHCARE HAS BEEN ADVISED

OF THE POSSIBLITY OF SUCH LIABILITIES. ECHO HEALTHCARE IS NOT RESPONSIBLE

FOR PROBLEMS THAT OCCUR AS A RESULT OF THE USE OF ANY THIRD-PARTY

SOFTWARE OR HARDWARE. IN NO EVENT WILL THE AMOUNT CUSTOMER MAY

RECOVER UNDER THIS AGREEMENT EXCEED THE TOTAL PAYMENTS MADE TO ECHO

HEALTHCARE BY CUSTOMER PURSUANT TO THIS AGREEMENT IN THE IMMEDIATELY

PRECEDING TWELVE (12) MONTHS. THE LIMITATIONS SET FORTH IN THIS SECTION 6

SHALL NOT APPLY TO PERSONAL INJURY OR DAMAGE TO TANGIBLE PROPERTY

CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF ECHO

HEALTHCARE.

Confidential and Proprietary Information: Each party agrees that all know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Except as may be necessary to perform its obligations under this Agreement, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party ’s nondisclosure obligation shall not apply to information that: (i) was known to it prior to receipt of the Confidential Information; (ii) is publicly available; (iii) is rightfully obtained by the Receiving Party from a third party; (iv) is independently developed by employees of the Receiving Party; or

(v) is required to be disclosed pursuant to a regulation, law or court order.

Any templates, schematics, processes or technical documentation provided by Echo Healthcare shall be deemed Confidential Information and proprietary information of Echo Healthcare without any marking or further designation. The Customer may use such information solely for its own internal business purposes.

Echo Healthcare shall maintain the confidentiality of information in its possession regarding individual protected health or other personal information in accordance with applicable law, and shall not release such information, to any other person or entity, except as required by law.

Independent Contractor: The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

Assignment: This Agreement may not be assigned by Customer without the prior written consent of ECHO HEALTHCARE but may be assigned by ECHO HEALTHCARE (i) pursuant to a merger or change of control or (ii) to an assignee of all or substantially all of ECHO HEALTHCARE’s assets. Any purported assignment in violation of this section shall be void.

Disputes; Governing Law; Arbitration: Florida law will govern and enforce this Agreement. Any litigation or arbitration between Customer and Echo Healthcare will take place in any state court within the Seller’s state or federal district.

Complete Understanding; Modification: This Agreement, including any and all Attachments and Schedules attached hereto, constitutes the full and complete understanding and agreement between Customer and ECHO HEALTHCARE and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by both Customer and ECHO

HEALTHCARE.

Waiver and Severability: Waiver or failure by either party to exercise in any respect any right provided for in the Agreement will not be deemed a waiver of any further right under this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement will continue in full force and effect.

Force Majeure: Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as strikes, blockade, war, terrorism, riots, natural disasters, and/or refusal of license by the government, insofar as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.

Notices and Reports: Any notice or report hereunder shall be in writing to the notice address set forth below and shall be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered U.S. mail (return receipt requested); or (iii) one day after it is sent if by next day delivery by a major commercial delivery service.

Title: Legal and Policy Compliance Addendum

Revised: 160425

University of Nebraska Legal and Policy Compliance Addendum

This University of Nebraska Legal and Policy Compliance Addendum (the “Addendum”) to the Service Level

Agreement dated concurrently with this Addendum (the “Agreement”) is effective as of the date of the last signature set forth below between the Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska (“University”), which is composed of a chief governing administrative unit (University of Nebraska System), four universities (University of Nebraska at

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

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

Legislature, and ECHO HEALTHCARE INC (“Supplier”).

RECITALS

A. University desires to enter the Agreement with Supplier.

B. The Agreement is in the form provided by Supplier, which the parties are using for their mutual convenience.

C. The Agreement is, with the exceptions noted in this Addendum, acceptable to University.

D. Certain provisions in the Agreement cannot be accepted or are required in the Agreement by

University as a matter of law and policy of the State of Nebraska and University.

E. Supplier is willing to modify the Agreement as set forth in this Addendum.

AGREEMENT

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

1. Incorporation and Priority of Terms. The Agreement is amended as stated herein and this

Addendum is incorporated into the Agreement by this reference. In the event of a conflict between the terms of this Addendum and the Agreement, the terms of this Addendum shall prevail.

2. Assignment. The 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.

3. Governing Law and Forum. The Agreement shall be governed by the laws of the State of

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

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

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

University, its regents, officers, employees, agents, and students for any loss, claim, damage, expense, or liability of any kind arising out of or in connection with the acts or omissions of Supplier and its officers, employees, agents, and subcontractors under the Agreement.

5. 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.

6. Taxes and Fees. 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, Supplier shall be solely responsible for the payment of those taxes.

Revised: 160425

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.

7. 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 of the Agreement, 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, the Agreement may be terminated immediately, for cause, by

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

8. 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 the Agreement, any amendment to the Agreement, and any document incorporated by reference into the 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.

9. 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 the 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.

10. Federal Funding Compliance. If the 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 the 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 the Agreement.

If the 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 the 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 the Agreement involves payment of https://statecontracts.nebraska.gov/

Revised: 160425

$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 extend any of the provisions of Appendix II to 2 CFR Part

200 apply to the Agreement, such provisions are incorporated herein by this reference and apply to Supplier as a “contractor,” “recipient,” or “subrecipient.”

11. Nondiscrimination. Neither Supplier nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of the 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).

12. Logos or University Marks. Supplier shall not use or display any University campus 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 University 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.

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

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

14. Purchase Order Requirement. A purchase order shall be issued by University to Supplier for payment in accordance with the terms of the Agreement. All invoice(s) submitted by Supplier shall make reference to the appropriate purchase order number to be eligible for payment.

15. 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 the Agreement and (b), if Supplier is a University employee, immediate family member of a University employee, or business associated with a University employee and the Agreement is valued at $2,000 or more, Supplier has, prior to execution of the

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 the Agreement. If an actual or potential conflict of interest related to the

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 the Agreement void and of no further force or effect and

University shall have no further obligations under the Agreement.

16. 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.

17. Insurance. Supplier shall at its own expense obtain and maintain throughout the term of the

Agreement general commercial liability insurance against claims for bodily injury, death, and property damage with limits of not less than $1,000,000.00 per occurrence, and $3,000,000.00 general aggregate to cover such liability caused by, or arising out of, activities of Supplier and its agents and/or employees while engaged in or preparing for the provision of the goods or services provided under the Agreement. If the goods or services include providing technology services, software, or support, Supplier shall obtain and maintain cyber liability insurance coverage of not less than $10,000,000.00 per occurrence and in the aggregate to cover such liability resulting or arising from acts, errors, or omissions in rendering such

Revised: 160425 technology services, software, or support. Upon request by University, Supplier shall furnish to University certificates of insurance evidencing such insurance is effective prior to commencement of work under the

Agreement. 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 the 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 the Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

18. Notice. Any notice required or permitted to be given under the 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 Addendum.

19. Unavailability of Funding. Due to possible future reductions in state and/or federal funds, University cannot guarantee the continued availability of funding of the Agreement notwithstanding the consideration contained within the Agreement. In the event funds to finance the Agreement become unavailable, either in full or in part, due to such reductions, University may terminate the 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 the 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.

20. 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, the Agreement, express or implied.

21. Foreign Adversary Certification. The terms in this section defined in Neb. Rev. Stat. § 73-903 shall have the meaning defined therein. If the 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 the

Agreement, and any products or services provided under the Agreement do not originate with a scrutinized company. The certification set forth in this section shall be an ongoing certification during the term of the

Agreement and Supplier shall immediately notify University of any change in the status of the certification set forth in this section.

22. Unenforceability of Certain Terms. For the purposes of this section, “University” expressly includes any University employee acting in the course and scope of employment. Notwithstanding any provision of the Agreement to the contrary, any of the following terms within the Agreement shall have no effect and shall not be enforceable:

a. Any term making the Agreement period perpetual, providing for unlimited renewals of the

Agreement, or automatically continuing the Agreement period from term to term;

b. Any term requiring or stating that the terms of the Agreement shall prevail over the terms of this

Addendum in the event of conflict;

c. Any term requiring University to indemnify or to hold harmless Supplier or any third party for any act or omission;

Revised: 160425

d. Any term imposing interest charges contrary to those allowed by Neb. Rev. Stat. § 81-2404;

e. Any term requiring the application of the law of any state other than the State of Nebraska in interpreting or enforcing the Agreement or requiring or permitting that any dispute under the Agreement be resolved in courts other than the courts of the State of Nebraska;

f. Any term limiting the time period within which claims can be made or actions can be brought;

g. Any term waiving the sovereign immunity of the State of Nebraska;

h. Any term limiting Supplier’s or any third party’s liability for damages to University for any cause whatsoever related to: (i) intellectual property indemnity required by the Agreement; (ii) liquidated damages assessed under the Agreement; (iii) claims for personal injury, including death; (iv) claims for damage to real property or tangible or intangible property arising from Supplier’s acts or omissions under the

Agreement; (v) any loss or claim to the extent the loss or claim is covered by a policy of insurance maintained, or required by this Addendum or the Agreement to be maintained, by Supplier; (vi) damages arising from the gross negligence or willful misconduct of Supplier, its employees, its subcontractors, or its agents; and (vii) damages arising from Supplier’s breach of data security or confidentiality obligations under the Agreement;

i. Any term permitting unilateral modification of the Agreement by Supplier or any third party;

j. Any term obligating University to pay attorneys’ fees;

k. Any term requiring the confidentiality of records in contravention of the Nebraska public records statutes, Neb. Rev. Stat. §§ 84-712 to 84-712.09;

l. Any term binding University to any method of resolution of disputes under the Agreement not instituted in accordance with the provisions of Neb. Rev. Stat. §§ 81-8,302 to 81-8,306;

m. Any term requiring University to endorse or perform any act that may be perceived as an endorsement of a commercial good or service, Supplier, or any third party;

n. Any term requiring University to waive its rights to a jury trial or to participate in a class action; or

o. Any term granting Supplier or any third party a security interest in property of University.

[Signature page to follow]

Revised: 160425

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

Board of Regents of the University of Nebraska

Signature:

Printed Name:

Date:

Title:

ECHO HEALTHCARE INC

Signature:

Printed Name:

Date:

Title:

Notices to University shall be sent to:

Derek Lankford dlankford@unmc.edu

Notices to Supplier shall be sent to:

Jessica Miller jessica.miller@3bscientific.com

With copy to:

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

With copy to (optional):

4890-8857-9324, v. 15

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Jen Shelstad

Head of A3B Finance

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Michael Hrncirik

Assistant Vice Chancellor for Business F

University of Nebraska Non-Competitive Procurement Documentation

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

Requestor Name Requestor Email Non conflict statement: In accordance with RP-6.2.1.7, by submitting this form you affirm that you have no conflict of interest in the selection of this supplier, nor will you receive personal or financial benefit from this purchase.

Supplier Amount Contract, PR, or Invoice#

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

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

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

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

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

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

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

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

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

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

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

Written Justification

Procurement Officer Approval Date

Derek Lankford dlankford@unmc.edu

Echo Healthcare $58,334.00

- Echo Healthcare’s MeLiSA Concierge Service & Support program is the only credible simulator service and support program in the industry that can combine equipment from multiple vendor(s) into a single service and support agreement.

- More cost effective than purchasing warranty's directly from the vendor(s). Vendor pricing can range anywhere from $1700 to $7000 per simulator.

- This program also allows for all division warranties to be on the same contract and have consistent expiration and renewal dates.

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Definitions

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

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

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

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

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

"Licensed Professional Services" shall mean those services within the scope of the practice of architecture, professional engineering, landscape architecture, or registered land surveying as defined by the laws of the state of Nebraska, or those performed by any…