DOC2127289366.pdf

University of Nebraska Non-Competitive Procurement Documentation

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

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

Supplier Amount Contract, PR, or Invoice#

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

Brian Bollich bbollich@unl.edu

Centage 25,000

We are currently evaluating a financial systems RFP. This agreement will give us time for our review and implementation of a new software system.

04/10/26 | 08:13 CDT

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 CENTAGE CORPORATION Contact Contact:

Jessi Box jessi.box@centage.com

Signer:

Paul Lynch paul.lynch@centage.com

Sourcing Agent Mike Hendrickson Email

REQUESTING DEPARTMENT

Participating Campuses Administrative Unit/Dept.

Department Contact

UNL

Brian Bollich bbollich@unl.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Six month contract for Planning Maestro

Contract Document Document Amt Total Amt Start Date End Date Notes

CW43576 $25,000 USD $74,999 05/25/2026 11/24/2026

CW31213 $49,999 $49,999

COMPETITION/BID INFORMATION

Bid Number N/A Competition NCPD Approved Contract Information

Order form states prior agreement terms take precedent.

INTERNAL USE ONLY

CW43576

Proposal for UNL Student Affairs

Prepared for:

Brian Bollich

UNL Student Affairs

Created by:

Jessi Box

Centage

This proposal Expires: 2026-03-18

What our customers say...

Don't just listen to us, listen to what our customers have to say.

“With Planning Maestro, I have access to so much more information than I had before to really show what’s going on.”

Jenny Barker Senior Budget Manager, The Housing Authority of Snohomish County

“We’re able to spend less time talking about the numbers and more time on how we’re going to get there. Our budget sessions are much more strategic.”

Scott Coleson Controller, Four Star Freightliner

“We just finished our current year budget, so we are now starting year two of using Planning Maestro. Creating the budgets this year was a dream.”

Shelly Golly Price Family Vineyards & Estates

“With Planning Maestro, I can change forecasts and get new information faster and without headaches. It used to take a week to do that.”

Joan Edelman CFO, Wakeland Housing and Development Corporation

Award winning...

Pricing details

Total $25,000

Centage Subscription

Enterprise - 6 Month Contract

Price $25,000

Subscription Total $25,000

Software subscription fee due upon receipt of invoice.

Software Subscription prepaid for 6 months.

Any applicable sales tax will be determined at time of invoicing.

Special Notes:

Term start date:

Contract Term: The term of this agreement will begin on May 25, 2026 and end on November 24, 2026.

2026-05-25

Agreement

This Centage Order (this “Order”) is between Centage, Inc. and the Customer named above and is dated effective on the date of

Customer’s signature.

This Order is made on the terms, conditions, and restrictions stated in the Service Terms found at https://www.centage.com/legal/terms-of-service (the “Service Terms”), except as otherwise stated herein. Capitalized terms used in this Order and not otherwise defined have the meaning given in the Service Terms.

The Services are covered by the Service Level Agreement at https://www.centage.com/legal/sla (the “SLA”).

This Order, together with the Service Terms and the SLA is the “Agreement” as that term is used in the Service Terms.To the extent that the terms of this Order are in conflict with the Service Terms, the terms of this Order will control.

Term

The initial term of this Order is 6 months. On expiration of the initial term, this Order renews for consecutive renewal terms of 6 months each unless Centage or Customer gives a notice of non-renewal at least thirty (30) days prior to the expiration of the initial term or the then-current renewal term, as applicable.

Invoicing and Payments

All fees associated with this Order are due upon receipt of invoice. If pre-paying, no credit card on file is required. Fees for professional services, not pre-purchased, are due on completion of the professional services or monthly in arrears for professional services that extend beyond one month.

https://www.centage.com/legal/terms-of-service https://www.centage.com/legal/sla

Binding Legal Agreement

Customer’s signature on this Order is its offer to purchase the Services described above on the terms, conditions and restrictions stated in this Order and the Service Terms. Customer’s offer is not contingent on its issuance of a purchase order. This Order becomes a binding agreement between Customer and Centage when Customer signs and returns this Order.

Customer may not modify this Order. If the terms presented are not acceptable, please contact your Centage Sales Contact.

This Order is the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replaces in its entirety any prior or contemporaneous agreement or understanding regarding the subject matter of this Order, written or oral.

Each individual signing below represents that he or she has authority to bind the entity named below to this Order.

Centage Corporation

Paul Lynch

CEO

UNL Student Affairs

Check here if tax exempt and email a copy of tax exempt form to accountsreceivable@centage.com

Lacey Rohe

Associate Vice Chancellor & Controller

University of Nebraska Non-Competitive Purchase Documentation

Board of Regents Policy 6.2.1.10 (b) provides that “except as otherwise provided in this purchasing policy, any purchase committing the University to an expenditure of $150,000 or more shall be made to the lowest responsible bidder.” Board of Regents Policy 6.2.1.7 provides that “If small purchase procedures are used, price or rate quotations must be obtained from an adequate number of qualified sources. There are exceptions allowed to this policy in 6.2.1.10 (f), which explains when competitive bidding is not required.

This form is designed to assist in complying with policy. It is to be used for purchases of $150,000 or more that are not competitively bid or small purchases where quotations are not obtained. It must be signed by the person seeking the non-competitive purchase, as well as the funding approver and returned to your campus procurement office or the Office of the Vice President for Business and Finance.

INSTRUCTIONS for Completion of this Form:

Please check the category below for which your particular transaction qualifies as a non-competitive purchase. The column § (subsection) refers to Board Policy 6.2.1.10 (f). Incomplete forms will be returned.

§ EXCEPTION TO COMPETITIVE PURCHASE

1. Purchase of unique or non-competitive articles or services (e.g., “Sole Source”). Without limiting the generality of the foregoing sentence, examples of unique or non-competitive articles and services are public utility services, regulated central office telephone services, books, pamphlets and periodicals, and specially designed business, research or scientific equipment and related software. This category of purchase shall be accompanied by a written justification from the requesting unit and must have the prior written approval by the principal business officer or their designee.

2. Contracts for professional services; provided, however, that any contract for architectural, engineering, land surveying or landscape architectural services shall be made in accordance with applicable law and Board of Regents policies requiring competitive negotiations for such services. “Professional Service” means (a) any type of service which requires a license or other legal authorization as a condition precedent to the rendering of the service, or (b) any other type of service commonly recognized as a professional service, including, but not limited to, accounting and auditing, actuarial, legal, personnel, financial, computing, management, marketing, educational program planning or evaluation, facilities planning or evaluation, insurance and risk management, or travel agency services. (See RP-6.2.1(4)(h))

3. Purchases necessary in emergency situations.

4. Contracts for maintenance or servicing of equipment with the manufacturer of the equipment or the manufacturer's authorized service agent, where in the judgment of the principal business officer such maintenance or service can be most effectively performed by the manufacturer or its authorized service agent.

5. Contracts on capital construction projects (a) for the services of a construction manager who may or may not at the discretion of the University also be engaged on the project as the general contractor or (b) for the services of a design/build contractor who will be engaged on the project to furnish design services by a qualified architect or engineer and to provide general contractor services; provided, the contracts shall be awarded in accordance with RP-6.3.7.

Additional Required Information:

Supplier Name: Amount of Purchase:

Description Supporting Non-Competitive Purchase Determination:

Check HERE if additional supporting documentation attached In accordance with Board of Regents Policy 6.2.1.16, Purchases Involving University Personnel, by signing below, you hereby 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.

Requestor’s Signature Requestor’s Name (Printed) Date

Funding Approver's Signature Funding Approver’s Name (Printed) Date

Submitted By (Procurement Services): Approved By:

Signature Date

Name (Printed): _________________________________ _____

Signature Date

Name (Printed): ______________________________________

Centage Corporation $ 249,995.00

Breana Garretson

Brian Bollich

Planning Maestro is the budget and planning software for Student Life. Over the past five years we have configured the software to work for us but Student Life is in the process of doing an RFP for a replacement.

05/01/2025 | 09:01 CDT

05/01/2025 | 09:06 CDT

Shanon Wright

05/19/25 | 10:52 CDT 05/19/25 | 22:42 CDT

Michael Zeleny

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

CENTAGE

CORPORATION

Contact Email

Jessi Box jessi.box@centage.com

Sourcing Agent Mike Hendrickson

REQUESTING DEPARTMENT

Department Contact Please cc: Brian Bollich on correspondence

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Planning Maestro software

Document Amt Total Amt Start Date End Date

$49,999

$49,999

05/24/25

05/24/26

COMPETITION/BID INFORMATION

Bid Number N/A Competition NCPD Approved

INTERNAL USE ONLY

CW31213

Proposal for UNL Student Affairs

Prepared for:

Brian Bollich

UNL Student Affairs

Created by:

Brian Bollich

Centage

This proposal Expires: 2025-05-24

What our customers say...

Don't just listen to us, listen to what our customers have to say.

“With Planning Maestro, I have access to so much more information than I had before to really show what’s going on.”

Jenny Barker Senior Budget Manager, The Housing Authority of Snohomish County

“We’re able to spend less time talking about the numbers and more time on how we’re going to get there. Our budget sessions are much more strategic.”

Scott Coleson Controller, Four Star Freightliner

“We just finished our current year budget, so we are now starting year two of using Planning Maestro. Creating the budgets this year was a dream.”

Shelly Golly Price Family Vineyards & Estates

“With Planning Maestro, I can change forecasts and get new information faster and without headaches. It used to take a week to do that.”

Joan Edelman CFO, Wakeland Housing and Development Corporation

Award winning...

Pricing details

Total $49,999

Centage Subscription

Enterprise - 1 Year Contract

Price $49,999

Subscription Total $49,999

Renewal Term and Payment Schedule:

The renewal term shall be for a period of one (1) year, commencing on May 24, 2025. An initial payment covering subscription fees for the period from May 24, 2025, through December 31, 2025, shall be due within 45 days of receipt.

The remaining balance for the renewal term shall be due on December 31, 2025, unless written notice of cancellation is provided at least thirty (30) days prior to that date.

Initial Payment: $29,166.08

Remaining Balance: $20,832.92

Any applicable sales tax will be determined at time of invoicing.

Special Notes:

Term start date: 2025-05-25

Agreement

This Centage Order (this “Order”) is between Centage, Inc. and the Customer named above and is dated effective on the date of

Customer’s signature.

This Order is made on the attached terms, conditions, and restrictions stated in the University of Nebraska Master Services

Agreement.

Term

The initial term of this Order is 12 months. On expiration of the initial term, this Order renews for consecutive renewal terms of 12 months each unless Centage or Customer gives a notice of non-renewal at least thirty (30) days prior to the expiration of the initial term or the then-current renewal term, as applicable. The remaining balance for the renewal term shall be due on December 31, 2025, unless written notice of cancellation is provided at least thirty (30) days prior to that date. This agreement shall not exceed five (5) years.

Invoicing and Payments

All fees associated with this Order are due within forty-five (45) days after University’s receipt of an accurate invoice and all requested supporting documentation.

If pre-paying, no credit card on file is required. Fees for professional services, not pre-purchased, are due on completion of the professional services or monthly in arrears for professional services that extend beyond one month.

Binding Legal Agreement

Customer’s signature on this Order is its offer to purchase the Services described above on the terms, conditions and restrictions stated in this Order and the Service Terms. Customer’s offer is not contingent on its issuance of a purchase order. This Order becomes a binding agreement between Customer and Centage when Customer signs and returns this Order.

Customer may not modify this Order. If the terms presented are not acceptable, please contact your Centage Sales Contact.

This Order is the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replaces in its entirety any prior or contemporaneous agreement or understanding regarding the subject matter of this Order, written or oral.

Each individual signing below represents that he or she has authority to bind the entity named below to this Order.

Centage Corporation

Paul Lynch

CEO

UNL Student Affairs

Check here if tax exempt and email a copy of tax exempt form to accountsreceivable@centage.com

Vice Chancellor for Business and Finance

University of Nebraska Master Services Agreement

This University of Nebraska Master Services Agreement (“Agreement”) is effective as of the date of the last signature set forth below (“Effective Date”) between the Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska (“University”), which is composed of a chief governing administrative unit (University of Nebraska System), four universities (University of Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical Center, and University of Nebraska at Omaha), and such other institutions and units as may be designated by the Nebraska Legislature (each a “Campus” and collectively the “Campuses”), and [Centage Corporation] (“Supplier”).

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

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

2. Payment. In full consideration for the Services performed by Supplier under this Agreement, University shall pay or cause to be paid to Supplier a fee, pursuant to the Statement of Work and any subsequent proposal or statement of work incorporated by reference into this Agreement, within forty-five (45) days after University’s receipt of an accurate invoice and all requested supporting documentation. Along with its invoice, Supplier shall submit adequate receipts and documentation as requested by University to support reimbursement of all previously agreed upon reimbursable expenses. Supplier is expected to comply with applicable policies and procedures, including those stated within the University of Nebraska Travel Policy (located at https://nebraska.edu/-/media/unca/docs/offices-and-policies/policies/policies/university-of-nebraska-travel-policy.pdf). University, in its discretion, may decline to reimburse expenses that are not pre-approved or fail to comply with applicable policies and procedures. Supplier shall be solely responsible for payment of income, social security, and other employment taxes due to the proper taxing authorities, and that University will not deduct such taxes from any payments to Supplier hereunder, unless required by law. No Services shall be deemed to be received by University until all such Services are completely delivered and finally accepted by University. Supplier may charge University interest for late payment in compliance with Neb. Rev. Stat. § 81-2404.

3. Expenses, Equipment, Tools, Materials, and Supplies. University shall not be liable to Supplier for any expenses paid or incurred by Supplier unless otherwise agreed to in writing by University.

Supplier shall supply, at its sole expense, all equipment, tools, materials, or supplies to perform the Services.

4. Taxes. University is generally exempt from payment of state sales and use taxes and local occupation taxes within the State of Nebraska. University will furnish exemption certificates upon written request by Supplier. If Supplier is required to pay any taxes from which University is exempt as a result of doing business with University, it shall be solely responsible for the payment of those taxes.

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

https://nebraska.edu/-/media/unca/docs/offices-and-policies/policies/policies/university-of-nebraska-travel-policy.pdf

6. Renewal.This Agreement shall not exceed five (5) years.

7. Confidentiality.

1. Definition. "Confidential Information" means all information furnished by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is (i) clearly marked or otherwise clearly designated as confidential or (ii) should be reasonably understood by the Receiving Party to be confidential.

2. Obligations. Except as otherwise required by law, the Receiving Party shall not use Confidential Information for any purpose other than the purpose for which the Confidential Information was disclosed (the “Purpose”); shall protect and maintain Confidential Information in strict confidence; and shall not , without the Disclosing Party’s prior written consent, disclose Confidential Information to any other person or entity, except those of the Receiving Party’s directors, officers, or employees (“Representatives”) on a need-to-know basis to carry out the Purpose and who are advised of the confidential nature of the information and are under obligations of confidentiality and non-use at least as stringent as those herein.

3. Return or Destruction. Upon termination of the Agreement or request of the Disclosing Party, the Receiving Party shall return or destroy all Confidential Information including materials containing such Confidential Information. Notwithstanding the foregoing and except for data subject to the terms of a Business Associate Agreement or Data Security Addendum to this Agreement, the Receiving Party (i) may retain one (1) archival copy of the Confidential Information for legal, regulatory, or compliance purposes; (ii) shall not be required to return or destroy any computer files created during automatic system backups that are subsequently stored securely and to which its Representatives do not have routine or unrestricted access; and (iii) shall continue to be bound by the non-use and confidentiality obligations of this Agreement in relation to any Confidential Information retained pursuant to this subsection for as long as it is retained.

4. Exceptions. The obligations of this section do not apply to information that is in the public domain; independently known, obtained, or discovered by the Receiving Party; or hereafter supplied to the Receiving Party by a third party without restriction. If the Receiving Party is compelled by law to disclose any Confidential Information, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted).

5. Term. The obligations of this section shall survive termination of this Agreement (i) for a period of two (2) years from the date of termination of this Agreement and (ii) indefinitely in relation to Confidential Information retained under subsection (c) of this section.

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

This provision shall survive the termination of this Agreement.

9. Termination. In addition to any other remedies the party may have under law or equity, a party may terminate this Agreement for cause upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period. (c) Supplier shall transfer custody of and title to all completed or partially completed Deliverables to University; (d) Supplier shall promptly return to University any property provided by University to Supplier under this Agreement; and (e) Supplier shall promptly return to University all information and data accumulated by Supplier in performing this Agreement in a mutually acceptable format and manner.

10. Remedies. In addition to any remedies available to University under law or equity, University may, at its sole discretion, take or require one (1) or more of the following remedial actions if Supplier’s performance is deficient and does not comply with the requirements of this Agreement: (a) require Supplier to take corrective action to ensure that performance conforms to the requirements of this Agreement; (b) reduce payment to reflect the reduced value of the performance received; (c) require Supplier to subcontract all or part of the Services at no additional cost to University; (d) withhold payment or require payment of actual damages caused by the deficiency of the Services; (e) replace the deficient Services and deduct the costs of the replacement Services from payments to Supplier under this Agreement; (f) require Supplier to cease, at its sole expense, performance of any non-conforming or deficient Services to University; and (g) terminate this Agreement pursuant to any termination provisions within this Agreement. These remedies are cumulative to the extent the remedies are not inconsistent, and University may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever.

11. Representations and Warranties. Supplier warrants and represents that each of its employees and agents to perform the Services shall have the skills, training, and background reasonably commensurate with their level of performance or responsibility, to be able to perform in a competent and professional manner that is consistent with industry standards. Supplier further warrants the Services will conform to the requirements of this Agreement and that in performing the Services Supplier will not be in breach of any agreement with a third party. The foregoing warranties are conditions to this Agreement and are in addition to all other warranties, expressed or implied, and shall survive any delivery, inspection, acceptance, or payment by University. All warranties shall run to University. If any warranties specified herein or otherwise applicable are breached by Supplier, University may, at its election, require re-performance of the Services or terminate this Agreement and receive a full refund. Supplier shall hold University harmless from any loss, damage, or expense, including court costs and reasonable attorneys’ fees, that University may suffer as a result of a breach or alleged breach of the foregoing warranties. The foregoing remedies are in addition to all other remedies University may have at law or in equity.

12. Relationship of Parties. No agency, partnership, or joint venture is created by this Agreement. The parties affirmatively disclaim any intent to form such relationship. Supplier is solely responsible for maintenance and payment of insurance and the like that may be required by federal, state, or local law with respect to any sums paid hereunder. Supplier is not University’s agent or representative and has no authority to bind or commit University to any agreements or other obligations.

13. General Indemnity. To the fullest extent allowed by law, Supplier shall defend, indemnify, and hold harmless University, its regents, officers, employees, agents, and students (the “Indemnified Parties”), for any loss, claim, damage, expense, or liability of any kind, including reasonable attorneys’ fees and costs, arising out of or in connection with the performance or nonperformance of Supplier and its officers, employees, agents, and subcontractors under this Agreement.

14. Intellectual Property Indemnity. Supplier shall, at its sole cost and expense, defend, indemnify, and hold harmless the Indemnified Parties from and against any and all claims, to the extent such claims arise out of, result from, or are attributable to, the actual or alleged infringement or misappropriation of any patent, copyright, trade secret, or trademark or disclosure of confidential information of any third party by Supplier or its employees, subcontractors, consultants, representatives, and agents; provided, however, University gives Supplier prompt notice in writing of the claim. Supplier may not settle any infringement claim that will affect University’s use of the Services without University’s prior written consent. If a judgment or settlement is obtained or reasonably anticipated against University’s use of any intellectual property for which Supplier has indemnified University, Supplier shall, at Supplier’s sole cost and expense, promptly modify the item or items which were determined to be infringing, acquire a license or licenses on University’s behalf to provide the necessary rights to University to eliminate the infringement, or provide University with a non-infringing substitute that provides University the same functionality.

15. Insurance. Supplier shall at its own expense obtain and maintain throughout the Term of this 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 Services. If the 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 throughout the Term of this Agreement to cover such liability resulting or arising from acts, errors, or omissions in rendering such technology services, software, or support. Upon request by University, Supplier shall furnish to University certificates of insurance evidencing that such insurance is effective prior to performance of the Services. By requiring such minimum insurance, University shall not be deemed or construed to have assessed the risk or limited the liability that may be applicable to Supplier under this Agreement. Supplier shall assess its own risks and, if it deems appropriate, maintain higher limits or broader coverages. Supplier shall, upon request, include University as an additional insured on its general liability insurance policy on a primary and non-contributory basis. Supplier is not relieved of any liability or other obligations assumed or pursuant to this Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

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

17. Assignment. This Agreement is non-assignable and non-transferrable unless agreed to in writing by the parties. Any attempt by either party to assign its rights or obligations hereunder without the written agreement of the other party shall be void.

18. Entire Agreement and Amendment. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings between the parties with respect to the subject matter hereof. This Agreement may not be amended except by an agreement signed by Supplier and an authorized representative of University.

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

20. Authority to Conduct Business in Nebraska and Service of Process. Supplier must independently determine whether Supplier is required to register with the Nebraska Secretary of State, and, if so, must register and remain in good standing for the Term. If Supplier is not registered with the Nebraska Secretary of State, Supplier hereby consents to service of process upon it by registered or certified mail, return receipt requested, at its address for notices under this Agreement.

Service shall be completed upon Supplier’s actual receipt of process, or upon University’s receipt of the return thereof by the United States Postal Service, or a reasonable delivery service if Supplier’s address is outside the United States, as refused or undeliverable.

21. Conflict of Interest. Supplier certifies, to the best of its knowledge and belief, that (a) there is no unresolved actual or potential conflict of interest related to this Agreement and (b), if Supplier is a University employee, immediate family member of a University employee, or business associated with a University employee and this Agreement is valued at $2,000 or more, Supplier has, prior to execution of this Agreement, provided written notification to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, of Supplier’s status as, relation to, or association with a University employee and of this Agreement. If an actual or potential conflict of interest related to this Agreement arises during the Term, Supplier shall provide to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, a written disclosure statement that describes all relevant information concerning the actual or potential conflict of interest. If the actual or potential conflict of interest cannot be resolved or University determines Supplier’s certification set forth in this section is false, University may declare this Agreement void and of no further force or effect and University shall have no further obligations under this Agreement.

22. 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.

23. Debarment List. Supplier certifies and warrants that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation 48 CFR Ch.1 Subpart 9.4.

Supplier also certifies that Supplier, its partners, directors, officers, employees, licensees, subcontractors, or agents have not been excluded or debarred or otherwise become ineligible to participate in federal health care programs pursuant to 42 USC § 1320a-7. The certification and warranty set forth in this section shall be an ongoing certification and warranty during the Term, and Supplier shall immediately notify University of any change in the status of the certification and warranty set forth in this section. If Supplier becomes excluded from federal health care program participation or placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors, this Agreement may be terminated immediately, for cause, by University. If any partners, directors, officers, employees, licensees, subcontractors, personnel, or agents of Supplier become excluded from federal health care program participation, such individual shall be removed from participating in this Agreement immediately. Failure by Supplier to remove such excluded individual immediately shall provide University the right to terminate this Agreement immediately for cause.

24. Taxpayer Transparency Act. Under Neb. Rev. Stat. §§ 84-602.01 to 84-602.04, University is required to provide the Nebraska Department of Administrative Services with a copy of each contract that is a basis for an expenditure of state funds, including any amendments and documents incorporated by reference in the contract. Copies of all such contracts and documents will be published by the Nebraska Department of Administrative Services at https://statecontracts.nebraska.gov/. It shall be the sole responsibility of Supplier (a) to notify University of any requested redactions to this Agreement, any amendment to this Agreement, and any document incorporated by reference into this Agreement and (b) to indicate the legal basis for such requested redactions at the time of execution thereof. In addition, Supplier shall defend any challenge to such redactions at its own expense. Supplier’s failure to request redactions to any contracts or documents released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

25. Public Records. Under Neb. Rev. Stat. §§ 84-712 to 84-712.09, information or records of or belonging to University regarding, related to, or part of this Agreement will be open to public inspection and copying unless exempted from disclosure in accordance with University’s interpretation and application of applicable law. It shall be the sole responsibility of Supplier (a) to notify University of requested redactions to any such information or records that may otherwise be required to be open to public inspection and copying and (b) to indicate the legal basis for such requested redactions. In addition, Supplier shall defend any challenge to such requested redactions at its own expense. Supplier’s failure to request redactions to any information or records released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

26. Nondiscrimination. Neither Supplier nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of this Agreement, with https://statecontracts.nebraska.gov/ 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).

27. Discrimination including Sexual Harassment. State and federal law, as well as University of Nebraska Bylaws, policies, and guidelines prohibit discrimination (as defined therein) including harassment and retaliation, against students, employees, and other members of University community. Prohibited types of discrimination include discrimination on the basis of race, color, ethnicity, national origin, sex (including sexual harassment), pregnancy, sexual orientation, gender identity, religion, disability, age, genetic information, veteran status, marital status, political affiliation, and any other protected status. Supplier shall exercise control over itself, its employees, agents, contractors, and affiliated parties to prohibit acts of discrimination, including sexual harassment, against University students, employees, and other members of the University community. Supplier shall cooperate with University following any report of discrimination. In the event University determines that Supplier or an employee, agent, contractor, or other person affiliated with Supplier has engaged in discrimination, including harassment, or other inappropriate conduct, Supplier will take prompt and effective action, in accordance with University’s direction, to prevent recurrence of the conduct and to correct its effects, which may include removal of Supplier or the employee, agent, contractor, or other person affiliated with Supplier from performance of the Services.

Supplier’s failure to comply with University’s directive or any other part of this provision may be cause for immediate termination of this Agreement. Supplier acknowledges that University may have obligations to report any allegations or incidents of discrimination, including sexual harassment.

Supplier and employees, agents, contractors, and other persons affiliated with Supplier who are directly performing the Services or present on University premises shall participate in any training as may be required by University from time to time, including training regarding sexual harassment.

28. Criminal Background Investigations. If applicable, Supplier represents and warrants that Supplier has obtained, at its own expense and in a manner compliant with all applicable laws, a background screening for all of its employees who will be present on University premises. Such background screenings shall be completed consistent with current industry standards and shall, at a minimum, include the same degree of thoroughness as the background checks University conducts for its newly hired staff. Supplier shall update any background screening upon reasonable request by University and any request based upon the occurrence of any illegal activity involving Supplier or its personnel, or the reasonable suspicion of illegal activity shall be deemed reasonable. Supplier shall provide University with evidence of the completion of the required background screenings upon University's request. Alternatively, in the event Supplier is an individual, University may require Supplier complete a background check consistent with current industry standards at University’s request. Supplier shall not hire, retain, or engage any individual directly involved in the performance of the Services who has been convicted (felony or misdemeanor) of or entered into a court-supervised diversion program for any sexual offense, felony assault (including domestic violence related incidents), child abuse, molestation or other crime involving endangerment of a minor, murder, or kidnapping. Supplier and Supplier’s employees or agents directly performing the Services cannot be listed on any sex offender registry. Other convictions, such as misdemeanor assault, drug distribution activity, felony drug possession, and any other felony or crime involving moral turpitude may also render Supplier and Supplier’s employees or agents ineligible to directly perform the Services, taking into consideration (a) the nature and gravity of the offense(s), (b) the time that has passed since the offense or conduct and/or completion of the sentence, and (c) the nature of the Services. Supplier and Supplier’s employees or agents cannot be listed on any sex offender registry.

Supplier shall ensure any third party with whom Supplier engages to provide any part of the Services shall comply with the same restrictions, conditions, and requirements of this section in the same capacity as Supplier.

29. Federal Funding Compliance. If this Agreement involves federal funds, (a) Supplier’s compliance in all respects…