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

Kerry Miller kerry.miller@unmc.edu

OBI creative 8000.00 CRW37564

OBI is the current vendor on a grant funded project with Munroe Meyer Institute Education and Child Development. A non-competitive purchase document was submitted for this project in October 2025. This is an add on to the original contract.

02/18/26 | 10:58 CST

Definitions

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

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

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

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

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

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

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

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

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

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

Procure-to-Pay

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

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier OBI CREATIVE **ACH**OBRIEN

INDUSTRIES INC

Contact Sophi Spicci

Sourcing Agent Sarah Johnson Email sspicci@obicreative.com

REQUESTING DEPARTMENT

Participating Campuses

UNMC

Administrative Unit/Dept.

MMI Business Office

Department Contact Matt Stelzer, mstelzer@unmc.edu OR Kerry Miller, kerry.miller@unmc.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

This project will develop a high‑quality, printed “milestone marker” piece for babies’ first year, featuring monthly markers that caregivers can use in photos while referencing CDC‑aligned developmental milestones on the reverse.

Distribution will be strategically focused through hospitals, federally qualified health centers, in‑home services, and MMI’s new primary care clinic.

WBS: 36-5516-3005-005

Contract Document Document Amt Total Amt Start Date End Date Notes

Legal and Policy Compliance Addendum

$190,000.00 $190,000.00 10/01/2025 09/30/2026

Amendment 1 $8,000.00 $198,000.00 10/01/2025 09/30/2026

COMPETITION/BID INFORMATION

Bid Number NA

Competition NCPD Approved

Contract Information

NA

INTERNAL USE ONLY

CW37686

{00053602.DOCX; 2} Page 1 of 2

Title: Amendment No. 1 to CW37686 Agreement

Revised: 240802

University of Nebraska Amendment No. 1 to Statement of Work

This Amendment No. 1 to Statement of Work (“Amendment”) is effective as of the date of the last signature set forth below (“Effective Date”) by and 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 O’Brien Industries dba OBI Creative (“Supplier”).

RECITALS

A. University and Supplier entered into a Statement of Work effective as of October 1, 2025

(“Agreement”).

B. The parties desire to amend the Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants contained in the Agreement and this Amendment, the parties agree as follows:

1. Ratification. Except as expressly provided in this Amendment, all of the terms and provisions of the Agreement shall remain in full force and effect and are hereby ratified and confirmed by the parties.

2. Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Agreement.

3. Modifications. The Agreement is amended as follows:

a. Add Exhibit A: Statement of Work

b. Increase spend of contract by $8,000.00 for a new total of $198,000.00.

4. Entire Agreement. The Agreement, as amended, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

5. Amendment. No change, modification, or waiver of any term of the Agreement shall be valid unless it is in writing and signed by both parties.

[Signature page to follow]

{00053602.DOCX; 2} Page 2 of 2

Title: Amendment No. 1 to CW37686 Agreement

Revised: 240802

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

Board of Regents of the University of Nebraska

Signature:

Printed Name:

Date:

Title:

OBI Creative

Signature:

Printed Name:

Date:

Title:

Senior Account Manager

02/18/26 | 10:07 CST

Sophie Spicci

Assistant Vice Chancellor for Business F

02/20/26 | 13:31 CST

Michael Hrncirik

Statement of Work

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Account/Project: Learn the Signs Date: February 11, 2026

Client Contact: Kerry Miller D 515-695-2275 kerry.miller@unmc.edu

OBI Contact: Sophie Spicci

D 402.493.7999 x 1117 sspicci@obicreative.com

Client Address: 985450 Nebraska Medical Center Omaha, NE 68198-5450

OBI Address: 4909 S. 135th St., Ste. 200 Omaha, NE 68137

OVERVIEW

OBI is pleased to partner with UNMC (or ‘client’) to develop a valuable informational resource for Nebraskan parents that doubles as a fun photo activity. This project will develop a high‑quality, printed “milestone marker” piece for babies’ first year, featuring monthly markers that caregivers can use in photos while referencing

CDC‑aligned developmental milestones on the reverse. Distribution will be strategically focused through hospitals, federally qualified health centers, in‑home services, and MMI’s new primary care clinic.

Project Timeline: Anticipated completion within 6-8 weeks of signature

PROJECT ELEMENTS Timeframe Unit

Investment

Estimated Total

Investment

Research, Recommendations, Production and Fulfillment 4-5 weeks $2,700 $2,700

Copy and Design 2-3 weeks $4,200 $4,200

Printing TBD TBD Up to $1,100

TOTAL 6-8 weeks $8,000

*Billed: OBI will invoice $6,900 for the first two project elements upon approval of Statement of Work. Following the development of a printing estimate, OBI will invoice the printing hard costs, up to a maximum of $1,100. If more budget is allocated for additional printing, OBI will issue an estimate for approval. Upon approval, OBI will generate additional invoices for any hard costs.

Any additional changes in scope will require an approved change request. The budget above does not include any tactical execution, advertising or production costs. This timeline and investment estimate is valid for 30 days from the date listed above.

Complete Terms & Conditions follow this Statement of Work.

University of Nebraska Medical Center

Signature of Approval:

Date:

OBI Creative

Signature of Approval:

Date:

Exhibit A:

02/18/26 | 10:07 CST

02/20/26 | 13:31 CST

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RESEARCH, RECOMMENDATIONS, PRODUCTION AND FULFILMENT

OBI will begin by developing recommendations on the specs and functionality requirements needed to produce milestone markers that are durable, functional, and affordable. OBI will then conduct production research to identify and evaluate suitable print vendors and determine estimated costs. Based on this research, OBI will provide a written recommendation of optimal print format(s)—including dimensions, finishes, perforation layout, and any other considerations. Upon Client approval, OBI will oversee production, including file preparation, proof review, quality checks, and shipping.

DELIVERABLES

• Recommendations and cost estimates delivered via PDF

• One (1) round of revisions on recommendations

• Production and fulfilment management throughout the project

COPY AND DESIGN

OBI will develop copy and visual design for the milestone marker piece, including clear, caregiver‑friendly instructional messaging and milestone/developmental information. OBI will create a visual system that is neutral, inclusive, and photo‑friendly, aligned with the broader campaign’s brand elements (e.g., color palette, typography).

DELIVERABLES

• Collateral copy, delivered via Word Document

• One (1) round of revisions on copy

• Collateral design, delivered via PDF

• One (1) round of revisions on design

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 OBI CREATIVE **ACH**OBRIEN

INDUSTRIES INC

Contact Sophi Spicci

Sourcing Agent Sarah Johnson Email sspicci@obicreative.com

REQUESTING DEPARTMENT

Participating Campuses

UNMC

Administrative Unit/Dept.

MMI Business Office

Department Contact Matt Stelzer, mstelzer@unmc.edu OR Kerry Miller, kerry.miller@unmc.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

OBI will design and run a social media campaign and provide analytics and data.

Contract Document Document Amt Total Amt Start Date End Date Notes

Legal and Policy Compliance Addendum

$190,000.00 $190,000.00 10/01/2025 09/30/2026

COMPETITION/BID INFORMATION

Bid Number NA

Competition NCPD

Contract Information

NA

INTERNAL USE ONLY

CW37686

Statement of Work

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Account/Project: Learn the Signs Date: September 8, 2025

Client Contact: Kerry Miller D 515-695-2275 kerry.miller@unmc.edu

OBI Contact: Sophie Spicci

D 402.493.7999 sspicci@obicreative.com

Client Address: 985450 Nebraska Medical Center Omaha, NE 68198-5450

OBI Address: 4909 S. 135th St., Ste. 200 Omaha, NE 68137

OVERVIEW

This Statement of Work outlines the terms for the extension of the current Learn the Signs campaign from

October 1, 2025 through September 30, 2026. An amount of $190,000 has been allotted to cover both labor and media for the campaign. OBI will provide digital creative assets, media buying and account management for this campaign. At the bottom of this agreement, you will find the terms and conditions for both a Statement of Work and an Authorization to Buy. Signature of this contract will apply those terms to any subsequent creative work or media buying.

Project Timeline: October 1, 2025 to September 30, 2026

Timeframe Estimated Total Investment

Learn the Signs Campaign Extension 12 months $190,000

TOTAL 12 months $190,000

*Billed: One-time upon approval of Statement of Work. Any additional changes in scope will require an approved change request.

The budget above does not include any tactical execution, advertising or production costs.

This timeline and investment estimate is valid for 30 days from the date listed above. Complete Terms & Conditions follow this

Statement of Work.

Kerry Miller - UNMC

Signature of Approval:

Date:

OBI Creative

Signature of Approval:

Date:

10/21/25 | 09:02 CDT

10/22/25 | 20:05 CDT

University of Nebraska Medical Center mailto:kerry.miller@unmc.edu mailto:sspicci@obicreative.com

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OBI CREATIVE STANDARD TERMS & CONDITIONS

Upon signed approval by the Client, the Client approves authorization to proceed with project and work per this Statement of

Work.

1. Client agrees to identify one key marketing contact to direct and approve scopes of work provided by OBI Creative.

2. OBI Creative and Client agree that all changes resulting in an increase in the project’s scope or budget exceeding 10% of the original estimate will be submitted in writing and approved by Client before work commences. Additionally, any monthly overages will be reconciled monthly and billed at actual.

3. To effectively service the needs of the Client, OBI Creative reserves the right to substitute staff at its discretion at the same contractual billing rate in effect as of the date the services are performed.

4. OBI Creative will deliver to Client all final strategy, artwork and/or creative media files developed on behalf of Client upon receipt of full payment for the cost of services employed for the development of said deliverables.

5. Additional requests for support related to, but not included in this scope, will be estimated, and scoped separately.

6. If the project involves ordering products or services, all costs for products that OBI Creative is unable to return for full reimbursement will be billed to the Client. Additionally, shipping costs and restocking fees will be billed to the Client.

Term and Termination:

1. TERM. This Agreement and SOW budget shall become effective for an initial twelve-month term beginning on the signed approval date and shall remain in effect for twelve months from the approval date, unless terminated earlier as provided herein. T It is understood that if this Agreement is terminated for any reason, without cause, all active Statements of Work shall also terminate and must be paid in full to OBI Creative as final payment on the Agreement.

2. TERMINATION OF AGREEMENT. In the event of default, if OBI doesn’t cure it within 30-days, the CLIENT may terminate this Agreement or any Statement of Work without notice if (i) OBI defaults in the performance of any of its material obligations hereunder and such default is not cured within ten (10) days after written notice thereof to OBI; (ii) OBI becomes insolvent;

(iii) a petition under any bankruptcy act shall be filed by or against OBI; (iv) OBI executes an assignment for the benefit of creditors; (v) a receiver is appointed for the assets of OBI; (vi) OBI takes advantage of any insolvency or any other like statute.

Standard Rates and Inflation Clause:

1. Unless otherwise agreed upon in writing, OBI’s blended hourly rate for OBI services under this agreement is $160 per hour.

Travel and Expenses:

1. Travel and Expenses (T&E) are not included in this bid. Client meeting time will be billed based on the meeting time at the OBI approved hourly rate. Should travel become necessary, OBI Creative will request Client approval prior to any costs being incurred. Ground transportation to and from client office/requested meetings more than 15 miles from the OBI office will be billed at the standard IRS rate.

Payment Terms:

1. Any additional fees related to hourly overages for work performed in said month, production fees, and hard costs associated with this Statement of Work will be reconciled monthly. Any remaining balance shall be paid within 30 days from the date of reconciliation or the anticipated completion date, whichever is sooner.

2. For approved media expenses, invoices will be issued up to 33 days before the expense occurs. The Client agrees to a net 30-day term for settling these media invoices.

3. Due to the integrated nature of the work required to support and deliver the integrated marketing and advertising services outlined in this Statement of Work (SOW), in the event of a cancellation of related work without cause after the SOW has been signed, no less than 50% of the total scope fees shall apply as compensation and all approved and related media commission must be paid. (Specific media services cancellations terms will be outlined in each approved Media Authorization to Buy (ATB) form.)

4. Client shall not be liable for any finance or interest charges if invoices are paid within 30 days of the invoice date. However, if invoices are paid after 30 days, CLIENT agrees to pay a late fee of ten (10) percent per month.

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OBI CREATIVE MEDIA TERMS & CONDITIONS

1. Client acknowledges for traditional tactics, including linear television, terrestrial radio, out-of-home, print and direct mail, the cancellation date is the regional space/material due date for the respective campaign, after which Client will be liable for cancellation penalties, up to and including the full cost of the relevant media. Client will pay any such penalties unless it notifies OBI Creative in writing of Client’s intent to cancel the relevant media before the cancellation date(s). Client authorizes

OBI Creative to purchase media advertising as Client’s agent, and Client agrees that it will be solely liable to pay for any media advertising authorized by this document unless Client rescinds this authorization in writing before any applicable cancellation dates. Client understands that any entity from whom OBI Creative may purchase advertising on Client’s behalf may verify Client’s creditworthiness as part of the media purchase.

2. Client acknowledges for paid search, paid social, display, video ads, digital audio, CTV, and native tactics, there is a 14-day cancellation, after which Client will be liable for cancellation penalties, up to and including the full cost of the relevant media.

Client will pay any such penalties unless it notifies OBI Creative in writing of Client’s intent to cancel the relevant media before the cancellation date(s).

a. For campaigns running longer than three months, cancellation may not occur before media has been in market for three months. Cancellation notice must be made within 30 days of the approved cancellation date.

b. For campaigns running three months or fewer, cancellation notice must be made within two weeks of the approved campaign end date.

c. For campaigns not specific to an event (i.e., trade show), OBI Creative requires that any digital media campaign be in market for a minimum of 30 days prior to any cancellation.

Cancellation and campaign times are built to ensure enough time to begin tracking results and optimizing spend. OBI Creative cannot guarantee increased activity without an adequate timeline for each media flight.

3. OBI Creative will provide proof of performance for any media placements made for the Client where the actual airing of the advertisement is of valid concern to the Client and/or where the performance of the scheduled advertisement is in question by the Client.

4. The budget allocation is fluid and may shift from channel to channel, tactic to tactic, and month to month based on performance reviews and optimization strategies. Written documentation with client approval will be provided should investment and channel adjustment become necessary.

5. Client acknowledges that media spend allocations are not final and may experience changes due to possible fluctuations in the marketplace and/or actionable data from insights. A new ATB may be created for approval if an individual media spend allocation change exceeds 25% of the overall media spend.

6. OBI Creative will cancel any media that is not performing adequately for the Client with a standard written notice of cancellation as required by the media.

7. Client acknowledges that all associated media commission for traditional media will be paid in full if the client provides a notice of cancellation.

For digital media spends, all associated commission will be paid in full for the complete timeline related to the cancellation periods mentioned in Item 2 of these Terms and Conditions. If the campaign is using the Client’s credit card and the Client chooses to stop placing the media, commission remittance still applies and is required to be paid through the cancellation period.

8. OBI Creative requires that for all digital media placements, purchasing of each media through the various channels will be on the OBI Creative account using its credit card. This ensures security, ownership of spend management and avoids duplicating spends when reporting by channel or tactic. Compliance with process is best managed through a single account and payment method.

If negotiated or otherwise required that the Client use its credit card or account, OBI Creative is not liable for any indirect spends due to multiple users having access to accounts. Further, if the Client requires use of their account, but OBI Creative manages the spend using its credit card, and the Client directly or indirectly buys unallocated media, the Client must pay in full the total media spend within 10 business days.

Asset and Platform Execution:

1. All client assets, including approved ad creative, needed to execute the campaign must be delivered no later than seven business days before the campaign launch date, except for video assets, which must be delivered 14 business days prior. This includes, but is not limited to, digital ad creative, video, radio spots, print art files, website or landing page(s), and ad copy. If OBI is responsible for designing the ad creative, or if the client provides any required assets or approvals late, the campaign will launch seven business days after all necessary assets or approvals are received, except for video assets, where the campaign will launch 14 business days after final approval. Please note that some media vendors may require more than 14 business days to receive assets; if applicable, these requirements will be specified in this agreement.

2. Access to all Client-owned platforms needed to execute and monitor the campaign must be given to OBI Creative no later than 30 days before the campaign launch. Platforms include but are not limited to, ad accounts, analytics/data platforms, insights tools.

3. If Client needs to install tracking pixels necessary to execute the campaign instead of OBI Creative, the pixels will be provided to the Client by OBI Creative no later than 30 business days before the campaign launch to be installed on the website or landing page(s) no later than three business days before launch for testing.

4. If Client is providing a customer or data list for targeting, all files must be delivered to OBI Creative or uploaded to the agreed upon platform no later than 30 business days before the campaign launch.

5. Client gives OBI Creative permission to share pertinent campaign information, data and assets necessary to execute the campaign with vendor partners if needed.

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Standard Margin:

1. The Agency will provide advertising and marketing consultancy, media and media markets analysis, media campaign planning, media time buying and media management services at 15% media commission rate for traditional media and 30% commission rate for digital media. That is, the Client will make gross media payments to the OBI Creative and OBI Creative will make net payments to the media of 85%/70% of the gross amount, thus earning an industry standard 15%/30% commission on the media time purchased for the Client.

Payment Terms:

1. For traditional media tactics, the Client will provide advance payments to OBI Creative for all media schedules placed by OBI

Creative for the Client’s advertising purposes. The Client’s payments will always be made in full on a monthly, or flight bas is and will be made no less than three (3) business days before the start date of any monthly, or flight media schedule.

2. For digital tactics, media commitments must be prepaid to OBI Creative before media placement is purchased by OBI Creative. Prepaid media will be invoiced immediately upon execution of ATB and payment from Client is due to OBI Creative upon receipt of invoice. Media placements will not be purchased until payment is received.

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Client: UNMC – Learn the Signs Job Number: UNM-5234

Project: ATB Equivalent Date: 9/8/25

2025-2026 Proposal

Campaigns performed exceptionally well in 2024-2025, and we would like to keep many of the same tactics active for this year. We were not satisfied with the performance of TikTok, and recommend testing Reddit instead.

We would like to test Reddit as a platform this year. Early milestones and development are key concerns of baby and toddler parents on Reddit, being one of the most mentioned topics on popular parent subreddits like r/beyondthebump and r/toddlers. Reddit saw a 61% YOY increase from 2021-2022 in parents discussing milestones and development. Reddit creative would target audiences like r/Parenting, r/Daddit and r/Mommit, which have a combined 10mm+ membership.

As we get these up and running, the monthly budgets may fluctuate. Please note the total column is the most important, rather than the monthly buckets.

Oct Nov Dec Jan Feb March April May June July Aug Sept Total

Meta Ads $2,800 $2,800 $2,800 $2,800 $2,800 $2,800 $2,800 $2,800 $2,800 $2,800 $2,800 $2,800 $33,600

Reddit

Ads (Test)

$0 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $11,000

Google Paid Search

$1,400 $1,400 $1,400 $1,400 $1,400 $1,400 $1,400 $1,400 $1,400 $1,400 $1,400 $1,400 $16,800

Google Display

$2,450 $2,450 $2,450 $2,450 $2,450 $2,450 $2,450 $2,450 $2,450 $2,450 $2,450 $2,450 $29,400

YouTube $2,100 $2,100 $2,100 $2,100 $2,100 $2,100 $2,100 $2,100 $2,100 $2,100 $2,100 $2,100 $25,200

Google Perf. Max

$4,665 $4,665 $4,665 $4,685 $4,665 $4,665 $4,665 $4,665 $4,665 $4,665 $4,665 $4,665 $56,000

Total $13,415 $14,415 $14,415 $14,435 $14,415 $14,415 $14,415 $14,415 $14,415 $14,415 $14,415 $14,415 $172,000

Creative Refresh $6,300

Stock imagery/video $2,500

VO Renewal rights $1,200

Reddit Creative – Static and Video $4,000

Account Managment $4,000

Total $18,000

Total Investment: $190,000

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 “Statement of Work” 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 OBI Creative (“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.

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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/

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$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;

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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.