buyer: chris kliment 28, vendor number:...

epic.org EPIC-19-11-08-NE-DCS-FOIA20191112-Vant4ge-Contract 000001

STATE OF N EBRA"KA SERVICE CONTRACT AW~K.iJ

46020183 VENDOR NUMBER: 2240792

VENDOR ADDRESS:

ALLVEST INFORMATION SERVICES INC PO BOX 1802

I

CHRIS KLIMENT

Contact: Sean Hosman, Chief Executive Off Phone: (801) 295-1385 Cell: (801) 541-5212 Fax: (801) 443-1982 E-mail: [email protected]

DEPT CORRECTIONAL SERVICES

CONTRACT NUMBER 69908 04

Buyer: Chris Kliment Phone: (402) 479-5718 Fax: (402) 479-5663 E-mail: [email protected]

AN AWARD HAS BEEN MADE TO THE VENDOR/CONTRACTOR NAMED ABOVE FOR THE SERVICES AS LISTED BELOW FOR THE PERIOD:

DECEMBER 28, 2015 THROUGH DECEMBER 27,2018

THIS CONTRACT IS NOT AN EXCLUSIVE CONTRACT TO FURNISH THE SERVICES SHOWN BELOW, AND DOES NOT PRECLUDE THE PURCHASE OF SIMILAR SERVICES FROM OTHER SOURCES.

THE STATE RESERVES THE RIGHT TO EXTEND THE PERIOD OF THIS CONTRACT BEYOND THE TERMINATION DATE WHEN MUTUALLY AGREEABLE TO THE VENDOR/CONTRACTOR AND THE STATE OF NEBRASKA.

Original/Bid Document 82500 03

Line Description Unit of Unit Extended

Quantity Measure Price Price

SUITE OF RISK/NEEDS ASS INST 1.0000 LS 123,700.0000 123,700.00 YEAR 1

2 TRAINING OF PAROLE OFFICERS 1.0000 LS 30,000.0000 30,000.00 YEAR 1

3 TRAINING FACILITY STAFF 1.0000 LS 30,000.0000 30,000.00 YEAR 1

4 SUITE OF RISK/NEEDS ASS INST 1.0000 LS 75,000.0000 75,000.00 YEAR 2

, , 5 TRAINING FACILITY STAFF 1.0000 LS 30,000.0000 30,000.00

YEAR 2

6 REFRESHER TRAINING 1.0000 LS 25,000.0000 25,000.00 YEAR 2

7 TRAIN THE TRAINER 1.0000 LS 27,500.0000 27,500.00 YEAR 2


9 REVALIDATION 1.0000 LS 35,000.0000 35,000.00 YEAR 3

10 REFRESHER TRAINING 1.0000 LS 25,000.0000 25,000.00 YEAR 3

~~~~ W . r"ufl :ib : 19Jru ~

AGENCY SIGNATURE Rn>O~.~ I ; &KO:)c) 1 11115KI),)J l 20 1SO'f)1

j . ( STATE OF N EBRP-l"KA SERVICE CONTRACT AWAr<.u

46020183 VENDOR NUMBER: 2240792

VENDOR ADDRESS:

ALLVEST INFORMATION SERVICES INC PO BOX 1802

I

CHRIS KLIMENT

Contact: Sean Hosman, Chief Executive Off Phone: (801) 295-1385 Cell: (801)541-5212 Fax: (801) 443-1982 E-mail: [email protected]



Buyer: Chris Kliment Phone: (402) 479-5718 Fax: (402) 479-5663 E-mail: [email protected]

AN AWARD HAS BEEN MADE TO THE VENDOR/CONTRACTOR NAMED ABOVE FOR THE SERVICES AS LISTED BELOW FOR THE PERIOD:

DECEMBER 28, 2015 THROUGH DECEMBER 27,2018

THIS CONTRACT IS NOT AN EXCLUSIVE CONTRACT TO FURNISH THE SERVICES SHOWN BELOW. AND DOES NOT PRECLUDE THE PURCHASE OF SIMILAR SERVICES FROM OTHER SOURCES.

THE STATE RESERVES THE RIGHT TO EXTEND THE PERIOD OF THIS CONTRACT BEYOND THE TERMINATION DATE WHEN MUTUALLY AGREEABLE TO THE VENDOR/CONTRACTOR AND THE STATE OF NEBRASKA.

Original/Bid Document 82500 03

Line Description Unit of Unit Extended

Quantity Measure Price Price

SUITE OF RISK/NEEDS ASS INST 1.0000 LS 123,700.0000 123,700.00 YEAR 1

2 TRAINING OF PAROLE OFFICERS 1.0000 LS 30,000.0000 30,000.00 YEAR 1

3 TRAINING FACILITY STAFF 1.0000 LS 30,000.0000 30,000.00 YEAR 1


I , 5 TRAINING FACI LITY STAFF 1.0000 LS 30,000.0000 30,000.00

YEAR 2

6 REFRESHER TRAINING 1.0000 LS 25,000.0000 25,000.00 YEAR2

7 TRAIN THE TRAINER 1.0000 LS 27,500.0000 27,500.00 YEAR 2


9 REVALIDATION 1.0000 LS 35,000.0000 35,000.00 YEAR 3

10 REFRESHER TRAIN ING 1.0000 LS 25,000.0000 25,000.00 YEAR 3

~ ISA~11I i-N . ('''uJ1 fD : 19Jru ~

AGENCY SIGNATURE Rn,W,:1 SKD)J11U1SKIX)J l 20 15(;<;-.l 1


STATE OF NEBRA",KA SERVICE CONTRACT AW~nu

VENDOR NUMBER: 2240792



Line Description Quantity U

Measure Price Price

Total Order 476,200.00

Service contract to provide Risk Needs Assessmenllnstruments and training for NDCS.

The contract shall consist of the following: 1. The signed Invilalion to Bid Form; 2. The Invitation to Bid narrative including Procuremenl Procedures, Terms and Condilions, Project Description/Scope of Work and Proposallnstruclions; 3. The Contractor's Proposal ; and 4. Any Contract Amendments, in order of significance

Invoices to: NE Department of Correclional Services Accounts Payable P.O. Box 94661 Lincoln, NE 68509-4661

Or via e-mail to: [email protected]

Accounts Payable Conlact (402) 479-5715

c:~ INITIALS

STATE OF NEBRA..JKA SERVICE CONTRACT AWt~u

46020183 CHRIS KLIMENT DeS)

VENDOR NUMBER: 2240792

Line Description

Total Order

Quantity Unit of

Measure



Unit Price Price

476,200.00

Service contract to provide Risk Needs Assessment Instruments and training for NDCS.

The contract shall consist of the following: 1. The signed Invilalion 10 Bid Form; 2. The Invitation to Bid narrative including Procuremenl Procedures, Terms and Conditions, Project Description/Scope of Work and Proposallnstruclions; 3. The Contractor's Proposal ; and 4. Any Contract Amendments, in order of significance

Invoices to: NE Department of Correclional Services Accounts Payable P.O. Box 94661 Lincoln, NE 68509-4661

Or via e-mail to : [email protected]

Accounts Payable Conlact (402) 479-5715

C"~ INITIALS


TERMS AND CONDITIONS 1012012015

DEBARMENT The cootractor certifies that the cootractor Is not presenUy debarred, suspended, ptoposed for debarment, dedared Inellg.b:e, or vohK1tarily excluded by any feOOal departmenl or agency from participating in transactions (debarred). The c.ontraclor also agrees to include the above reqiJ'rements In any and a'i subcontracts Into v .. h!ch it enters. The contractor ejso agees to include the above requ'remeots In any and a'i subcontracts 11'110 ..... hlcl1 it MIers, Tho contractor sha'llmmedialely notify the Departmenl ii, during the term 01 Ihls contract, c.ontraclor becomes debarred, The Department may Imnledlat~y terrrinate tNs contract by provid;ng contractor written no~ces If contractor becomes debarred dlXing the term 01 this contracl

DRUG POLICY Contractor ceI'lifies that it maintains a drug frea worl<place em~ronmen t to ensl,I'e worlter safet)' and v.'Orllplace In:egrit)', Contractor agrees to provide a oop~ of its dI\Ig free .... 'OrXpIace po!:cy at any time upon reqJest by the State.

NE ACCESS TECHNOLOGY STANDARDS Contfactor she'l rel/.e,y the Nebraska Technology Access Standards, found at hllQ finite nebraska ooylstanda«!sI2-2Pl htn1 and ensure that prcduds MdIoc serv.ces proYlcled under the pU'c.hase Ofder are In compl iar'lGe or .... m comply .... i!h the applicable standards. In the event such standards cl1ange during the COntractot s pert'Offllance, the State may Cleate a change orOO to the purchase Ofder to reqJest that the purd'!ase order COIll>Iy .... i th the changed standard at a cost mrtua'ly acceptable to the parties,

COMPLIANCE WITH CIVIL RIGHTS LAWS AND EQUAL OPPORTUNITY EMPLOYMENT f NONOISCRIMINATION The Contractor she'l ~y I'>i th 811 app:icablalocal, stale, and federal stalutes and reglAations regarding cil/.t rights laws and equal opportuni ty ~01meol The Nebraska Fair Employment Practice Act prohibi ts Contractors 01 the Stale 01 Nebraska, and their Subcontractors, from discrimina~ng ag':':nst aoy eflll:oyee or applicant lor efl"9loyment, \Iith respect to h're, tertlre, terms, conditions, compensation. or privileges 01 empoyment because of race, color, religfon, sex. disab~ity, mari ta! status, or na~onal oogin (Neb. Rev. Stal §48-1101 to 48, 1125). The Contractor guaranlees too~iance with the Neblaska Fair Eflllloymeni Practice Act, and bleach of tNs prol-islon sha1 be regarded as a material breach of purchase order.

PERMITS, REGULATIONS, LAWS The Conlfactor shall prOClKe and pay for at permts, licenses, and approvals necessary for the execution of \he purcl1ase ordel'". The Conlfactor sh8!1 ~y I'>i th a'i app:icab!e local, slale, and federa' laws, ordinances, rues, orders, and rerPations,

INDEPENDENT CONTRACTOR It Is agreed that notting conla'oed herein is Intended oc sholJd be construed In My manner 8S Cleating Of estab:isting the relationsh'p of partners beM't'en the paltes hereto. The Conlfador represents that it has, or "'ill secure at lis O'.ln expense, a1 pefsomel required to perform the serVoc.es under the purdlase order, The Conlfactor's employees and other persons engaged In worl< or sel\i c.es reqlired by the Conlfactor under \he purdlase order shari have no c.ootraclual reiaSonstip .... i th the State; \hey sha1 not be COCIsidefed employees of the State,

Al l daims on behalf 01 any person aris:ng out of eflllloymeot or a~eged efl1)!oyment (Indud'.r19 \\ilhWllimt daims 01 discrimination against the Conlfactor, its Officers, or its agents) shaH In no way be \he responsib!!it)' 0/ the State. The Contractor I'>in hold the Stale harniess from 801 and a'i such daims. Such personnel or other persons shall not requ:re nor be enli~ed to any ~nsation, rights. or benel,ts from the State lndud:ng \Iithout l imit, tenure rights, !Tled!cal and hosp'tal care, sick and vacation leava, severance pay, or reti rement bane~ts.

CONTRACTOR RESPONSIBILITY The Contraetor Is sdely responsible for luI~t~ng the pl,I'chase order, .... ith responsibility for a'i serv.CES offered BOd products to be delivered.

STATE PROPERTY The Contractor she'l be responsible for the proper ewe and custody of any State.oAned property .... t\'ch Is lurrished lor the Contractor's use dlNlg \he perforJT\ilJ1C9 of the p1Jrdlase Ofder, The Contractor shall reirTtlurse Ihe State foc any loss or damage of such property; normal ..... ear and tear Is expected.

SITE RULES ANO REGULATIONS The Contractor shall use its best efforts to ensure that its emp/O"/ees, agents, and Subcontractors COIll>Iy .... ith site ru:es BOd regu!ations while on State premses. II the Cootractor Ol..Ist perform on-site wor1< OU\s:de 01 the da'iy operaSonal hours set forth by the State, it Ol..Ist make arrangeo'leflts .... ith the Sta:e to ensure access to the faci:,ty and the eqfprnent has been arranged No adc1tional payment \~il1 be made by the State on the basis 0/ lack 01 access, unless \he State fa:ls 10 provide access as agreed to balv.'een the Stale and \he Contracto(.

FUNDING OUT CLAUSE OR LOSS OF APPROPRIATIONS The State may terminate the purcl1ase OI'der, In .... no!e or In part. in the event funding Is no longer ava'iable. The State's ob~gation to pay amounts due lor fiscal years follo .... ing the CI.lrrent ~ scal year Is con~ngent upon lesjslaijl'e appropriation 01 funds lor tha purchasa order. Should said fundS not be appropriated, the State may term'nate \he purchase order \\ith respect to those payments for the fiscal years fO( I'>hid'! such funds are not approprialed. The State w,:1 give the Contractor .... Tilten ootice ttirty (30) calendar days prior to the eflecti\'9 data 0( any temination, and aaise the Contractor of the location (address and room r'\lIITber) of any related equlpmelll AU ob~gations of the Stale to malle payments alief the terrrination da:e I'>ill cease and a!l lnterest 0/ the State in any related equpment I'oill tennnate. The Contractor sha'i be en~\Jed to recei\'9 iJst and eqlitable compensation 'Of any aU'.horized 1I"0rl< ..... hich has been satiSfactori ly corT9!eted as 0/ the termination date. In no 81'ent sha'i the Conlfacto( be pa!d for a loss 0/ anticipated profi l

RIGIIT TO AUDIT Cootractor shall eSlab:ish and manta:n a reasonable accounting system that enables the State to readly audot purdlase order, The Slate and its authorized representatives ma'l ha~'B the right to audit, to examine, and 10 make cop!es of or extracts from a't financial and rela:ed records On whaleyer form they may be kept, whether .... Titten. electroric. oc other) relating to Of pertaining to this purchase OI'deI' kept by or under the controt 0( the Cootractor, indudng, bul not limted to those kept by the Contrector, Us emptoyees, agents, ass:gns, sl.J((;essors, and SubcootractOfS. Such records s~llndude, but not be timted to, accounting records, l'>l"ittM po~cies and procedlXes; ~I pad V1:IUChers Inc!ud'ng those for oot-ot'-pock.et expenses; other reimbursement supported by In'JOices; ledgers; cance:!ed CheCks; deposit s!ips; bank s!atements; journals; orig'naI es~mates; es~mating worl< sheels; contract amendments and change order files; backcharge logs and supporting doa.n'ieotalion; inslXal'lC9 doCuments; payro:1 documents; timesheets; mefOO(anda; and oorrespondence,

Contractor shal at a'i times during the term 01 Ihls purchase order and for e peI'Iod of filoe (5) )'ears alter the OOI'lllle~on ollhis pu'chase order, ma!nta'n such reoords, together .... ith such supporting or underlying docomeflts and malerials. The Contractor ~I at any time requested by the State, whether during or after corrp!etion of tNs purc1lase order and at Contracto~s O'Ml expense make suc1l records ava'lable for inspection and soot Onc!u<fng cos)es and extracts of records as reqlire<f} by the State. SIJCh records 5113'1 be made ava:teb!e to the State during normal business hours at the Contractor's off,c.e or place of bus:ness. !flthe event thaI no such location Is avaliab:e, then the financial reoords, together I'>ith the supporting or underlying docoolef1ts and reeords, shal l be made avs·lab:e lor aoot at a time and location \J\at Is c.onverient for the Slate. Contractor sha, ensure the State haslhese rights I',ith Contractor's asslgflS, sucussors, and Subc.orltractOl'S, aoo the obl igations of these rights she'l be exp!idtly included in My subconlfacts or agreements formed betweM the Contractor and any SubcontradOfSto the eldent that those subcontfacts oc agreements relate to fiJ'f~lment 01 the Contractor's obl:gations to the State.

Costs of My audOts conducted under the authority of this right to audil and not addressed else",flere .... ill be bome by the Slate unless certain exefllllion Criteria are mel If the audit Identifies overpricing or ovefcharges (0/ any nature) by the Contractor to the Sta:e in excess of one,hal of one percent (,5%) of the tota' purchase order b:;1ings, the COntractor she'l reimburse the State for the total costs of the audol. If the audot diSCO'.'ers substantive ~n<fngs related 10 fraud, msrepresentation, oc non,performance, the Contractor shall reimburse the State for tolal costs of aud,t Ally ad;ustments and/or payments that Il'Klst be made as a resua of arrl sud'!audil or Inspection of the Contracto~s Inyolces andfor records shall be mar:le v.;th 'n a reasonable amount of time (nolto eJ(Ceed 90 days) from presentation 01 the Stale's ~ndi ngs to ConlTactor.

DISASTER RECOVERY/BACK UP PLAN The ConlTactor sha:1 have a dlsaster recovery and back-up plan, of which a copy should be pro\;ded 10 the Slate, ..... hlcl1 Includes, but Is not limited to equ'pmenl, personnel, fa cill~es, and transportation. in order to con~nue services as spe6fied under thesa specifications in the event of e chaster.

TIME IS OF THE ESSENCE Time Is of the essence In this pU'chase order. The acceptance ollate perlormal'lC9 .... ith 01' .... ithoul ob;ettion 01' reservation by the State sha'l not wa;ye any rights 0/ the State nor cons~tute a waiver 0/ the reql.iremeol 01 timely performance of any OO::9a~ons on the part c1the Cootractor remaining to be performed.

ASSIGNMENT BY THE STATE The Slate she'l ha\'E! the right to assi!1l or lIansler the purdlase OI'der or any 0/ its interests here:n to any agency, board, or comrrission of the Stale of Nebraska There she', be no d'!arge 10 the State for arq as!oignrnent hereunder.

ASSIGNMENT BY THE CONTRACTOR The Contractor may nol assign, \'O!unlariiy or Im'Oluntarily, the purchase order or any 0( its rights or obligations hereuoder Ondudng \',ithoot limitation rights and OJties of perfOfmance) to any t/ird party, .... ilhout \he priO( written consent of the Stata, .... hlcl1 .... ill not be ulYeasonably I'oithtle!d.

GOVERNING LAW The purchase order sha'i be governed In all respe<:!s by the la"'"$ and statutes of the State of Nebraska. Any !egal proceed ngs aganst the State of Neblaska regardng this pU'chase order sha' i be brought In \he Slate of Nebraska adrrinistra~\'9 Of JUd;dal forums as de~ned by Sta~e law, The Contractor rrust be In COIll>Iiance .... i th a'i Neblaska statutory and regulatory law,

ATIORNEY'S FEES In the event of My litigation, appea', or other lega' action 10 enforce any provision of the purchase order, \he Contractor agrees to pay a'i expenses 01 such action. as pemltted !r/la-.... , IndlXing attomey's fees and costs, if tha State is the preyai ling party.

ADVERTISING The Contractor agrees not to (efef to the plXdlase «der award in adyertising In such a rnaMef as to stale or Ifllliy lhallhe COIl"pany or its serv.ces ere endorsed or pre[erred by the Stata, Ne ..... s re:eases pertaio'ng 10 the pro;ecl shal not be Issued I'>ithou! prior",Titten approval from the Stata.

EARLY TERt.lltIATION The purchase order may be terrrinated as fo!lo',';s 1, The State and the ContrCKtor, by mJtual .... rllten agreement, may terminale the purchase order at any ~me,

TERMS AflO CONDITIONS 10/2012015

DEBARMENT The cootractoc certifies that the contractoc Is not presootly debarred, wspencled, ptoposed for debarment, dedared InellgiNa, oc vo!l.K1tarily eKduded by any federal depa.1menl or &gency from partidpating in lIansactions (debarred), The c.ontracloc also agrees to Include the above reqiJ'remenls In any and a'i subcontracts Into v .. h!ch it enters. The contractor also Bgfees to Indvde the above requ'remenls In any and a', subcontracts 1nto v.hlch il enlers, Tho contractor she:1 Immediately notify the Department II, during the lerm 01 this contract, contractor becomes debarred. The Department may Immediately teminate INs contract by ptovld:ng contractor written no~ces II conlractor becofr.es debarred dlXing the term 01 this c.ot1tracl

DRUG POLICY Contractoc certifies that it malntans a drug Iree worl<place env.ronment to ensl,I'e worlter salety and v."Orl<place Integrity. Contractor agrees to provide a copy of its drug Iree worXplace po!:cy at any time upon reqJes t by the State.

tlEACCESS TECHNOLOGY STANDARDS Contractor $he'l rev.eN the Nebraska Technotogy Access Standards. lound at hllp /lnjtcoebfaska goylstaodaldsl2-201 hln1 and ensure that produds and/or &efY.ces provided under the p..rc.hase order are In compliar'lGe or .... ill comply y,i th the applicable standards. In the evenl such standards cI1ange during the COnl1ac/or's performaoce, the State may create a change order to the purchase 0«Ier to req.Jest that the purchase order COfIllIy v.i th the changed standard ata oost mJtua"y ~table to the parties,

COMPLIANCE WITH CIVIL RIGHTS LAWS AND EQUAL OPPORTUNITY EMPLOYMEtU I NONDISCRIMtNATION The Contrac!or she'l CQ!lllIy " i th all epp!!cab!elocal, state, and lederal statutes and reguations regarding c.iv.1 rights taws and eQUal opportuni ty ~o~menl The Nebraska Far Err9!o~ment Practlce Act prohibits Contractors of \.he State of Nebraska, and their Subcontractors, from discrlmina~ng against any efll>~oyee or applicanl for 8!T'f)loymenl, \\ith respect to h're, terure, temlS. oondt~on$, ~nsatlOfl, or privileges 01 employment becausa of race, c.oIor, re:igion, sel(, disabi:ity, marilal status, or na~onal origin (Neb. Rev. Stal §48-1101 to 48, 11 25). The COfltractor guarantees coo~iance v.ith the Nebraska Fair Eflllloyment Practice Act, end breach of this pro,islon sha'i be regarded as a material breach 01 purchase order.

PERMITS, REGU LATIONS, LAWS The Contractor shall procure and pay for a'l perrrits, licenses, and approvals necessary for the execution of the purchase orclef, The Contractor sha't ~y " i th a'l app:icab:e local. state, and lederal taws, ordinances, nies. orders, and reQlJatioos.

INDEPENDENT COtH RACTOR It fs agreed that notling conla'ned herein is intended or stlOll.d be construed In 8IIy manner as creating Of estabflsting the relationsh'p of partnef5 beM'een Ihe parCes hereto. The Contractor repcesents thaI il has, or will secure allis (l',\Tl expense. a' persomel required to perform the sel\i~s under the purchase order, Tna Contractor's employees and other persons engaged In .... 'O/1o: or sel\{c.es reqlired by the Conlfactor under the purchase order sha'i ha\1l no conlfac:tual retaSonstip lIith the Stale: \hey sha~ not be considered employees of the Stale,

All da:ms on behall of any person ariSing ouI 01 eflllloyment or alleged errv,01ment (Induding \\ilhout lini t da/ms of discrimination against the Contractor, lis Officers, or its agents) shall In no way be lhe respons!~Jity 0/ the Slate. The Contractor " i ll hdd the Slate harm'ess from any and a'i such daims. Such personnel or other persons shalt net requ're nor be enti~ed to any COfl1lBnsation. rights, or benefits from the Slate lnc1ud:ng \1;thOut limit. tenure rights, mecflcal and hosp:lal ca'e, sick and vacatiOfl leave, severance pa~, or reti rement bene~ts.

CO NTRACTOR RESPONSIBILITY The Contractor is sdely responsible for luI~ U:ng the pU'chase order. v.ilh responsltXmy for al serv.ces Offered and prodods to be detivered,

STATE PROPERTY The Contractor sha1 be responsible for !he proper ewe and rustody of any State.o"Tled property .... t\'ch is furnished for the Contractor's use dU'lng Ihe perfoonaoce 0' the purdlase ordel'. The Conl1actor shall reimburse the State ror any loss or dllfl1899 of such property: normaI ..... ear and tear Is expected.

SITE RULES AND REGULATIONS The Contractor shaH use its best efforts to ensure that its emp/O'/ees, agenls, and Subcontraclors ~y lIith si te ru:es and regiJ.ations while on Slate premises. If the Contractor fll..Ist pBlform on·site worl< outside of the daly opera~onal hours sel forth by the Siale, it fll..Ist make arrangements v.ith the Sla:e 10 ensure access to \he fac:i:lty and the eqipment has been arranged No addtional payment v.ilt be made by the State on the basis 01 lack 01 aocess, un:ess \he State !a:ls to provide access as agreed 10 baM'een Ihe State and !he Contractor.

FUNDING OUT CLAUSE OR LOSS OF APPROPRIATIONS The State may lerminate the purchasa order, In 1'.11ole or In pao1, in the avent lundlng 15 flO longer ava'iable. The Slate's obHgation to pay amounts due for ~scaJ years fO~OI'.; n g Ihe current ~sc.al year Is oon~ngen t upon le\istative appropriation of lunds lor the purchase order. Shourd sald funds not be appropriated, the Slate may termnate the purchase order I\ith respect to those payments for the fiscal years for "h.'ch sudllunds are not appropriated. The State " i'l give the Cmlfactor written notice thirty (30) calendar days prior to the effective data 0( any terrrina~on. and ecMse the Conlfac:tor of the location (addresS and room nuntIer) of any related equlpmenl All ob~9ation5 0/ the Slate 10 make payments after the temination date .... ill cease and a!I Interest of the State in aITJ related equpment wlil lermnate. The Contractor sha1 be en~tled to recei\"e just and eqlitabfe compensation roc any aU'.horized work: v;hlch has been sa~slactOrily r.orrp!eted as 0/ the terrrination <lale. In no event sha'! the Conlfactor be pald lor a loss 0/ antidpated profit

RIGIfT TO AUDIT Contractor shall esrnblish and ma'nta:n a reasonable accoun~ng system that enabfes the State 10 readly audol purdlase order. The Slate and its authorized representatives shatl ha\"e the righl to audol, 10 examine, and 10 make cop!es of or extracts from e'llina.ndal and rela:ed records ~n I'.hatever form they may be kepI, whether v;Tilteo, eleelforic. or o!her) relating to or pertaining to this plKchase order kept by or under the control 01 the Coollac/or, Inducing. bul not llmiled to lhasa kept trl the Conlfector, ils employees. ageots. ass:gns, successors, and Suboonl1a<:!ors. Such lecotds shall Indude, but not be limited 10, acc.ounting records, wlitleo po~cies and procedlSes: all pad vouchers Indud'ng lhasa for out-of-pocket e)(peflSes: other reimbursement supported by In...aic.es; tedgers; cance:ted CheCks; delXlsit slips; bank statements: JournalS: orig:na/ esUmales; estimating work: sheets: contr<K1 amendments and change order riles; bac:kcharge logs arxl supporting doaJmentation; InSlSance documents: payroll dowments: timesheets: merroranda: and correspondence.

Conlractor sh~l, at a'i times OurIng the term ollhls purdlase order end for e peciod of iiI'S (5) ~'ears alter the corlllietion 01 this pi.Zchase order, ma'ntaln such records. together v.ith such 5uppor1jng or u~rly;ng doWmenls end materials, The contractor $haJI at any time requested by the State, whether duling or after corrp!etion 01 INs purcl1ase order and al Contrac.to~s O'Nn expense make sucl1 records ava'lable for Inspection and audit ~ncluc1ng co,IXes and extracts 01 records as reQl.ired} by the State. Such records sha:1 be made ava1eb!a to the Slate duling normal business hours allhe Conlfacto~s office or place of busIness. til the event thaI no such location Is 8valabte, then the financial records, together v.1th the supporting or underly;f1J docunents and recotds, sMlI be made avs'lab:e lor aoot at a time and tocafion thaI 15 oonverient lor \he State. Contractor sha!1 ensure !he State has these rights ..... ith Conlfac/or's as$lgns, sucussors, and SubGontractors, and the obl igations of these rights sha, be explicitly included In any sobconlfacts or agreements formed between the Contractor and any SUbcontractors to the el<lent that those subconl1acls or agreements relate to fUI~lment of the Conl1actor's obl:gations to the State.

Costs 01 any audots conducted under the authority 01 U1s right to audit and not addressed e:se"flere v;ill be bome by the State unless certain exelTlllioo Criteria are mel I! the audi t Identifies overpi1dng or overcharges (0/ any nallKe) by the Contractor to the Sta!e in excess 01 one·hal 01 one percent (,5%) 01 Ihe Iota' purchase order bJings, \he Contractor sha'l reirrb..w'se the State for the total costs of \he eudil l l the audit dSCO'.'ers subslanti\1l findngs related to fraud, nisrepresentation, or non.performance, the Contractor shall reill"bJrse the State lor total costs 0/ aud,t My ad;ustmenls and/or paymenls that fll..Ist be made as a resu!t 01 any such audit or Inspewon 01 the Contracto(s Invoices and/or records shalt be made with'n a reasonable amount of time (not to 61ffi8ed 90 da)'s) from pruenta~on 01 the Slale's ~rnllngs to Contractor,

DISASTER RECOVERY/BACK UP PLAN The Contractor sha'i have a (haster recovery and back-up ~an , of which a copy shrud be provided to tha State, whlch Includes, but Is not limited to equ'pmenl, personnel, fadllties, and transportation. In order to continue services as spe6fied under these spedfications in the e~ent 01 e dsaster,

TIME IS OF TIfE ESSENCE Time Is of the essenc.e In this p.rcNse ordef, The acceptance of fate performance lIith or \~i thout ob:ection Of reservation by the Stale sha'l not wa;ve any rights 01 the Stale nor constitute a waiver 01 the requ'rement ollimely performance 01 any ~igations on the part 0( the Contractor remainil'lglO be performed.

ASStGNMENT BY TIfE STATE The State she'l ha\'8 the rtght to as$llT! or Ifansler the purdlase order Of any 0/ its interests herein 10 any agency, board, or comrrission oIlhe State of Nebraska There sha't be no charge \0 the Slate for arr, aSsignment hereunder.

ASSIGNMENT BY TIfE CONTRACTOR The ContractOf may not assign, vo:unlarily or ir!Voluntarily. the purchase order or any 01 its rights Q( oNigations hereunder (lncludong I',i thout lirritation rights and doJties 0/ performance) 10 any !HId party, lIilhout the prior \\rillen consenl 01 the Slate, v.hlch v.ill not be ufYeasonably "iihhe!d.

GOVERNING LAW The purchase order sha' i be governed In all respects by the 18" ... ·5 and statutes olltle State 01 Nebraska, MY legal proceed ngs ag<instlhe Slate 01 Nebraska regarding this pU'chase order sha' i be broughl In the State of Nebraska adrrinislfative or jud,cial fO(l)fl)$ as defined by Sla~e law. The Contractor rrust be In cOf1l)!iance 1'.1th a'i Nebraska Slatutory and regulatory la ......

ATTORNEY'S FEES In the event 01 any titigation, appea', or other lega' action to enfocce any provision 01 the purchase order, the Contraclor agrees to pay a'i e)(penses 01 such action. as perrritled !r,law, Incluang allorney's fees and costs, II tha State Is the prevaWng party.

ADVERTISING The Conlfactor agrees not to refer to the poschase order 8"Hafd in advertising In such a maMer as to stale orlflll1y thai the COIlllany or its services are endorsed or prererred by the State, Ne ..... s re:eases pertain'ng to the pc'o:ect shal not be Issued I'.i lhoul ptior written approval from \he Siale

EARLY TERMltlATJON The purchase order may be terninated as fo!IO'Ns 1. The State and the Contractor, by m.Jtual \\TlUen agreement, may lerrrinale the purchase order at any time,


2, The Slale, in its sole discretion, may leminate the purcha~ rfor any reason upon thirty (30) calendar days wrltten nollce 10 the Cont Such temination shall not relieve the Contractor of warranty or other obligations incurred under the terms of the purchase oruer. In the event of cancellation the Contractor shall be enljUed to paymenl for ulOse products received and accepted by the Stale, or determined on a pro rala basis. for products or services satisfactonly performed or pro\i\ded

3. The State may terminate the purchase order lmmediat1!Y for the foUowing reasons' a. if directed to do so by staMe; b. Contractor has made an aSsignment for the benefit of creditors, has admitted in wIiting lis inability to pay debts as they mature, or has ceased operating in the normal course of business; c. a truslee or rereiverof the Contractor or of any substantial part of the Contractor's assets has been appointed by a court; d. fraud, rrisapproprialion, errbezztement, malfeasance, misfeasance, oc illegal conduct pertaining to performance under the purchase orders by its Contractor, its employees, officers, directors, or

shareholders; e. an involuntary proceeding has been commenced by any party against the Contractor under anyone of the chapters of Title 11 of 1M United States Code and (I) the prOC€eding has been pending for at

[east sixty (60) calendar days; or (Ii) the Contractor has consented, either e:-:pressly or by operation of law, to the entry of an order for relief; or (iii) the Contractor has been decreed or adjudged a debtor, f. a voluntary petition has been filed by the Contractor under any of the chapters of Title 11 of the United States Code; g. Contractoc intentionally disdoses cooHdentiallnformation; h. Contractor has or announces it wlll discontinue support or pro'iision of the deliverable; I. second or subsequent dorumented 'Vendor petformance report· fOfT11 deemed acceptable by the Slate Purchasing Bureall; or J. Contractor engaged in collUSion or ones' actiOr"lS Which could have pro\i\ded Contractor an unfair advanlage in obtaining this purchase order.

BREACH BY CONTRACTOR The State may terminate the purd1ase order, In ....note oc in part, If the Contractor fans to perform lis ob!igations under the purcilase order in a timely and proper manner. The State may, by providing a 'Mitten notice of default to the Contractor, allow the Contractor to cure a failure or breach of purcilase ocder within a period of thirty (30) calendar days (or !onger al Slale's discrefion considering the gravity and nature of the default). Said notice sha!1 be delivered by Certified Mail, Return Receipt Requested, or In person with proof of delivery. Allowing the Contractor ~me 10 cure a falure or breach of purchase order does not waive the Slate's right to immediately teminate the purchase order for the same or different purchase order breach I'>-hich may occur at a different time. In case of default of the COntractor, the State may contract the goods from other sources and hold the Contractor responsible for any excess cost occasioned thereby.

ASSURANCES BEFORE BREACH If any document or deliverable required pursuant to the purchase order does not fulfill the requirements of the purchase order, upon .... Tillen notice from the State, the Contractor shall deliver assurances in the form of adartionai Contractor resources at no additional cost to the project in order to complete the deliverable, and to ensure that other project schedules 1'>111 not be adversely affected

ACCEPTANCE AND PAYMENT OF GOODS In the event that the Contractor fails to provide the goods requested by the Slate, the State wlll not pay for such prodllCls until the same has been received and accepted by the State.

FORCE MAJEURE Neither party shall be liable for any costs or damages resulting from its inabHity to perform any of its obligations under the purchase ocder due to a natural disaster, or other similar event outside the contro1 and not the fallll of the affected party (Force Majeure Event'). A Force Majellre Evenl shaH not constitute a breach 01 the purchase order. The party so affected shall immediately give notice to the other party of the Force Majeure Event The State may grant relief from performance of the purchase order if the Contractor Is prevented from performance by a Force Majeure Evenl The burden of prOOf for the need for such relief shall rest upon the Contractor. To obtain release based on a Focce MaJeure Evenlthe Contractor shall tile a written request for relief .... ith the Slate Purchasing Bureau Labor disputes wlth the impacted party's own employees will nol be considered a Force Majeure Event and I'>ill not suspend performance requirements under the purchase order.

PROHIBITION AGAINST ADVANCE PAYMENT Payments shall not be made until purchase order detiverable(s) are received and accepted by the State.

PAYMENT State wlll render payment to Contractor when the terms and conditions of the purchase order and specifications have been setisfactorily completed on the part of the Contractor as solely determined by the State. Payment will be made by the responsible agency in compliance wlth the State 01 Nebraska PrOflllt Payment Act (See Neb. Rev. Stat. §81-2401through 81-2408). The Slate may require the Contractor to accept payment by electronic means such as ACH deposit [n no event sha!! the State be responsible orfiable to pay for any goods pro\i\ded by the Contractor prior to the Effective Date, and the Contractor hereby waives any claim or cause of action for any such daims.

INVOICES Invoices lor payments must be submitted by the COntractor to the agency requesting the goods v.ith sufficient detail to support paymen\. The terms and conditions induded In the Conlractor's invoice shaH be deemed to be solely for the convenience of the parties. No terms or conditions of any such invoice shall be binding upon the State, and no action by the State, including wlthout limitation the payment of any such involce in .... "hole or In part, shall be construed as binding or estopping the State with respect to any such term or condition, unless the invoice term or condition has been pre\i\ously agreed to by the State as a change order to the purchase order.

TAXES The State Is not required to pay taxes of any kind and assumes no such rability as a result of this soIicitation_ Any property tax payable on the Contractor's equipment which may be installed in a state-owned faCility Is the responsibility of the Contractor.

INSPECTION AND APPROVAL Final Inspection and approval of all work required under the purchase order shall be performed by the designated Stale officials The State and/or its authorized representatives shall have the right to enter any prerrises 'Nhere the Contractor or Subcontractor duties under the purchase order are being performed, and to Inspect, monitor or otherwise evaluate the work being performed An Inspections and evaluations shall be at reasonable ~mes and in a manner thet wlll not unreasonably delay work.

SEVERABILITY If any term or condition of the purchase order Is declared by a oourt of competenljurisdiction to be illegal or In conftict with any I8"N, the validity 01 the remaining terms and condi~'ons shall not be affected, and the rights and obngations of the parties shall be construed and enforced as if the purchase order did not conlain the particular provision held to be Invalid

CONFIDENTIALITY All materials and information prollfded by the State or acquired by the Contractor on behalf of the State shalf be regarded as confidentiallnlocmation All materials and Information provided by the Slate or acquired by the Contractor on behaif of the State shall be handled In awxdance wlth federal and state law, and ethical standards. The Contractor must ensure the confidenUaiity of such materials or Information. Should sald confidentiality be breached by a Contractor; Contractoc shall notify the State immediately of said breach end take Immediate corrective action.

It Is InOJmbent upon the Contractor to inform its officers and eflllloyees of the penalties for i~roper dlsdosure iflllOSed by the Plivacy Act of 1974, 5 U.S.C. 552a. Spedfically, 5 U.S.C. 552a OXI), which Is made applicable to Contractors by 5 U.S.C. 552a (m)(l), pro'iides that any officer or employee of a Contractor, who by virtue of hismer e~loyment or official position has possession of or access to agency records .... -hich contain individually identifiable Information, the disdosure of which is prohibited by the Privacy Act or regula~ons established thereunder, and who l<fW.o.ing that disciosure of the spedfic material is prohibited, ,"';!lfully disdoses the m.:.terial in any manner to any person or agency not enijtled to recelve it, shall be guilty of a misdemeanor and fined not more than $5,000.

INDEMNIFICATION 1. GENERAL The Contractor agrees to defend, indemnify, hold, and save harmless the State and its employees, volllnteers, agents, and lis elected and appointed officials ('the indemnified parties') from and against any and all daims, liens, demands, damages, liabITity, actions, causes of action, losses, judgments, costs, and e:-:penses of every nature, including invesliga~on costs and expenses, settlement costs, and attorney fees and expenses ("the claims'), sustained or asserted against the State, arising out of, resul~ng from, or aillibutable to the willful msconduct, negHgence, error, or orrission of the Contractor, its ~oyees, Subcontractors, consultants, representatives, and agents, except to the extent such Contractoc liability is attenuated by any action of the Slate .... tlich directly and proximately contributed to the daims. 2, INTELLECTUAL PROPERTY The Contractor agrees it wlll, at its sole oost and e:-:pense, defend, indemnlfy, and hold hannless the Indermifled parties from and against any and all daims, to the extent such daims arise out of, result from, or are attributable \0, the actual or alleged infringement or misappropria~on of any paten~ copyright, trade secret, trademark, or confidential information of any third party by the Contractor or its employees, Subcontractors, consultants, representatives, and agents; pro'iide<l, hov.'Gver, the State gives the Contractor prompt notice In .... riting of the dalm. The Contractor may not settle any infringement claim that ""in affect the Stale's use of the Ucensed Soll\vare wilhoutthe Slate's prior written consent, which consent may be withheld for any reason.

If a judgmenl or selliement is oblained or reasonably anticipated against the Slale's use of any inlellectual property for vAJlch the Contractor has Indemnified the State, the Contractor shall, at the Contractor's sole cost and expense, promptly modify the item or Items Which were determined to be infringing. acquire a ticense or licenses on the State's behalf to provide the necessary rights to the State to eliminate the infringement, or provide the State .... ith a nOt1~nfringing substitute that pro"';des the State the same functionality. At the State's election, the actual or anticipated judgment may be treated as a breach of warranty by the Contractor, and the State may receive the remedies pro\oided under this ITB. 3. PERSONNEL The Contractor Shall, at its expense, indenYlify and hotd hanness the Indermified parties from and against any claim v.ith respect to .... ithholding taxes, worker's compensation, employee benefits, or any other daim, demand, liability, damage, or less of any nature relating to any of the personnel prOvided by the Contractor.

ANTITRUST The Contractor hereby assigns to the State any and ail claims for overcharges as to goods and/or servicas provided in connection with this purchase order resulting from antitrust Violations which arise under antitrust laws of the United States and the antitrust laws of the State.

OFFICE OF PUBLIC COUNSEL If it provides, under the terms of this purchase order and on behalf of the State of Nebraska, health and human sefllices to individuals; sefllia. delivery; ser\oice coordination; or case managemenl Contractor sha!1 submit to the jurisdiction of the Office of Public Counsel, pursuant to Neb. Rev. SIal §§ 81-8,240 et seq This section shall sufllive the term nation of this purchase order and shall not apply If Contractor is a long-teon care facility subject to the long-Term Care Orrbudsman Act, Neb. Rev. Stal. §§ 81-2237 et seq

LONG-TERM CARE OMBUDSMAN If it is a long·term care facility subject to the Long-Term Care Ombudsman Act, Neb. Rev. Stat §§ 81-2237 et seq, Contractor shail co~ly \~ith the Act. Thls section sha11 SUrvl\l€l the termnation of this purchase order.

2, The Slale, in its sole discretion, may leminate the purcha~ rfor any reason upon thirty (30) calendar days wrltten nollce 10 the Cont Such temination shall not relieve the Contractor of warranty or other obligations incurred under the terms of the purchase oruer. In the event of cancellation the Contractor shall be enljUed to paymenl for ulOse products received and accepted by the Stale, or determined on a pro rala basis. for products or services satisfactonly performed or pro\i\ded

3. The State may terminate the purchase order lmmediat1!Y for the foUowing reasons' a. if directed to do so by staMe; b. Contractor has made an aSsignment for the benefit of creditors, has admitted in wIiting lis inability to pay debts as they mature, or has ceased operating in the normal course of business; c. a truslee or rereiverof the Contractor or of any substantial part of the Contractor's assets has been appointed by a court; d. fraud, rrisapproprialion, errbezztement, malfeasance, misfeasance, oc illegal conduct pertaining to performance under the purchase orders by its Contractor, its employees, officers, directors, or

shareholders; e. an involuntary proceeding has been commenced by any party against the Contractor under anyone of the chapters of Title 11 of 1M United States Code and (I) the prOC€eding has been pending for at

[east sixty (60) calendar days; or (Ii) the Contractor has consented, either e:-:pressly or by operation of law, to the entry of an order for relief; or (iii) the Contractor has been decreed or adjudged a debtor, f. a voluntary petition has been filed by the Contractor under any of the chapters of Title 11 of the United States Code; g. Contractoc intentionally disdoses cooHdentiallnformation; h. Contractor has or announces it wlll discontinue support or pro'iision of the deliverable; I. second or subsequent dorumented 'Vendor petformance report· fOfT11 deemed acceptable by the Slate Purchasing Bureall; or J. Contractor engaged in collUSion or ones' actiOr"lS Which could have pro\i\ded Contractor an unfair advanlage in obtaining this purchase order.

BREACH BY CONTRACTOR The State may terminate the purd1ase order, In ....note oc in part, If the Contractor fans to perform lis ob!igations under the purcilase order in a timely and proper manner. The State may, by providing a 'Mitten notice of default to the Contractor, allow the Contractor to cure a failure or breach of purcilase ocder within a period of thirty (30) calendar days (or !onger al Slale's discrefion considering the gravity and nature of the default). Said notice sha!1 be delivered by Certified Mail, Return Receipt Requested, or In person with proof of delivery. Allowing the Contractor ~me 10 cure a falure or breach of purchase order does not waive the Slate's right to immediately teminate the purchase order for the same or different purchase order breach I'>-hich may occur at a different time. In case of default of the COntractor, the State may contract the goods from other sources and hold the Contractor responsible for any excess cost occasioned thereby.

ASSURANCES BEFORE BREACH If any document or deliverable required pursuant to the purchase order does not fulfill the requirements of the purchase order, upon .... Tillen notice from the State, the Contractor shall deliver assurances in the form of adartionai Contractor resources at no additional cost to the project in order to complete the deliverable, and to ensure that other project schedules 1'>111 not be adversely affected

ACCEPTANCE AND PAYMENT OF GOODS In the event that the Contractor fails to provide the goods requested by the Slate, the State wlll not pay for such prodllCls until the same has been received and accepted by the State.

FORCE MAJEURE Neither party shall be liable for any costs or damages resulting from its inabHity to perform any of its obligations under the purchase ocder due to a natural disaster, or other similar event outside the contro1 and not the fallll of the affected party (Force Majeure Event'). A Force Majellre Evenl shaH not constitute a breach 01 the purchase order. The party so affected shall immediately give notice to the other party of the Force Majeure Event The State may grant relief from performance of the purchase order if the Contractor Is prevented from performance by a Force Majeure Evenl The burden of prOOf for the need for such relief shall rest upon the Contractor. To obtain release based on a Focce MaJeure Evenlthe Contractor shall tile a written request for relief .... ith the Slate Purchasing Bureau Labor disputes wlth the impacted party's own employees will nol be considered a Force Majeure Event and I'>ill not suspend performance requirements under the purchase order.

PROHIBITION AGAINST ADVANCE PAYMENT Payments shall not be made until purchase order detiverable(s) are received and accepted by the State.

PAYMENT State wlll render payment to Contractor when the terms and conditions of the purchase order and specifications have been setisfactorily completed on the part of the Contractor as solely determined by the State. Payment will be made by the responsible agency in compliance wlth the State 01 Nebraska PrOflllt Payment Act (See Neb. Rev. Stat. §81-2401through 81-2408). The Slate may require the Contractor to accept payment by electronic means such as ACH deposit [n no event sha!! the State be responsible orfiable to pay for any goods pro\i\ded by the Contractor prior to the Effective Date, and the Contractor hereby waives any claim or cause of action for any such daims.

INVOICES Invoices lor payments must be submitted by the COntractor to the agency requesting the goods v.ith sufficient detail to support paymen\. The terms and conditions induded In the Conlractor's invoice shaH be deemed to be solely for the convenience of the parties. No terms or conditions of any such invoice shall be binding upon the State, and no action by the State, including wlthout limitation the payment of any such involce in .... "hole or In part, shall be construed as binding or estopping the State with respect to any such term or condition, unless the invoice term or condition has been pre\i\ously agreed to by the State as a change order to the purchase order.

TAXES The State Is not required to pay taxes of any kind and assumes no such rability as a result of this soIicitation_ Any property tax payable on the Contractor's equipment which may be installed in a state-owned faCility Is the responsibility of the Contractor.

INSPECTION AND APPROVAL Final Inspection and approval of all work required under the purchase order shall be performed by the designated Stale officials The State and/or its authorized representatives shall have the right to enter any prerrises 'Nhere the Contractor or Subcontractor duties under the purchase order are being performed, and to Inspect, monitor or otherwise evaluate the work being performed An Inspections and evaluations shall be at reasonable ~mes and in a manner thet wlll not unreasonably delay work.

SEVERABILITY If any term or condition of the purchase order Is declared by a oourt of competenljurisdiction to be illegal or In conftict with any I8"N, the validity 01 the remaining terms and condi~'ons shall not be affected, and the rights and obngations of the parties shall be construed and enforced as if the purchase order did not conlain the particular provision held to be Invalid

CONFIDENTIALITY All materials and information prollfded by the State or acquired by the Contractor on behalf of the State shalf be regarded as confidentiallnlocmation All materials and Information provided by the Slate or acquired by the Contractor on behaif of the State shall be handled In awxdance wlth federal and state law, and ethical standards. The Contractor must ensure the confidenUaiity of such materials or Information. Should sald confidentiality be breached by a Contractor; Contractoc shall notify the State immediately of said breach end take Immediate corrective action.

It Is InOJmbent upon the Contractor to inform its officers and eflllloyees of the penalties for i~roper dlsdosure iflllOSed by the Plivacy Act of 1974, 5 U.S.C. 552a. Spedfically, 5 U.S.C. 552a OXI), which Is made applicable to Contractors by 5 U.S.C. 552a (m)(l), pro'iides that any officer or employee of a Contractor, who by virtue of hismer e~loyment or official position has possession of or access to agency records .... -hich contain individually identifiable Information, the disdosure of which is prohibited by the Privacy Act or regula~ons established thereunder, and who l<fW.o.ing that disciosure of the spedfic material is prohibited, ,"';!lfully disdoses the m.:.terial in any manner to any person or agency not enijtled to recelve it, shall be guilty of a misdemeanor and fined not more than $5,000.

INDEMNIFICATION 1. GENERAL The Contractor agrees to defend, indemnify, hold, and save harmless the State and its employees, volllnteers, agents, and lis elected and appointed officials ('the indemnified parties') from and against any and all daims, liens, demands, damages, liabITity, actions, causes of action, losses, judgments, costs, and e:-:penses of every nature, including invesliga~on costs and expenses, settlement costs, and attorney fees and expenses ("the claims'), sustained or asserted against the State, arising out of, resul~ng from, or aillibutable to the willful msconduct, negHgence, error, or orrission of the Contractor, its ~oyees, Subcontractors, consultants, representatives, and agents, except to the extent such Contractoc liability is attenuated by any action of the Slate .... tlich directly and proximately contributed to the daims. 2, INTELLECTUAL PROPERTY The Contractor agrees it wlll, at its sole oost and e:-:pense, defend, indemnlfy, and hold hannless the Indermifled parties from and against any and all daims, to the extent such daims arise out of, result from, or are attributable \0, the actual or alleged infringement or misappropria~on of any paten~ copyright, trade secret, trademark, or confidential information of any third party by the Contractor or its employees, Subcontractors, consultants, representatives, and agents; pro'iide<l, hov.'Gver, the State gives the Contractor prompt notice In .... riting of the dalm. The Contractor may not settle any infringement claim that ""in affect the Stale's use of the Ucensed Soll\vare wilhoutthe Slate's prior written consent, which consent may be withheld for any reason.

If a judgmenl or selliement is oblained or reasonably anticipated against the Slale's use of any inlellectual property for vAJlch the Contractor has Indemnified the State, the Contractor shall, at the Contractor's sole cost and expense, promptly modify the item or Items Which were determined to be infringing. acquire a ticense or licenses on the State's behalf to provide the necessary rights to the State to eliminate the infringement, or provide the State .... ith a nOt1~nfringing substitute that pro"';des the State the same functionality. At the State's election, the actual or anticipated judgment may be treated as a breach of warranty by the Contractor, and the State may receive the remedies pro\oided under this ITB. 3. PERSONNEL The Contractor Shall, at its expense, indenYlify and hotd hanness the Indermified parties from and against any claim v.ith respect to .... ithholding taxes, worker's compensation, employee benefits, or any other daim, demand, liability, damage, or less of any nature relating to any of the personnel prOvided by the Contractor.

ANTITRUST The Contractor hereby assigns to the State any and ail claims for overcharges as to goods and/or servicas provided in connection with this purchase order resulting from antitrust Violations which arise under antitrust laws of the United States and the antitrust laws of the State.

OFFICE OF PUBLIC COUNSEL If it provides, under the terms of this purchase order and on behalf of the State of Nebraska, health and human sefllices to individuals; sefllia. delivery; ser\oice coordination; or case managemenl Contractor sha!1 submit to the jurisdiction of the Office of Public Counsel, pursuant to Neb. Rev. SIal §§ 81-8,240 et seq This section shall sufllive the term nation of this purchase order and shall not apply If Contractor is a long-teon care facility subject to the long-Term Care Orrbudsman Act, Neb. Rev. Stal. §§ 81-2237 et seq

LONG-TERM CARE OMBUDSMAN If it is a long·term care facility subject to the Long-Term Care Ombudsman Act, Neb. Rev. Stat §§ 81-2237 et seq, Contractor shail co~ly \~ith the Act. Thls section sha11 SUrvl\l€l the termnation of this purchase order.

buyer: chris kliment 28, vendor number:...

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