DOC1800381105.pdf

Procure-to-Pay

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

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier TORGUSON & ASSOCIATES LLC Contact Kirsten Torguson Kirsten@Torgusonassociates.com Nicole Felan

Sourcing Agent Sarah Johnson Email Nicole@torgusonassociates.com

REQUESTING DEPARTMENT

Participating Campuses

UNO

Administrative Unit/Dept.

Department Contact Sarah McKee, smckee@unomaha.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Extend the previous contract to June 30, 2026. We have only spent $47,665.50 of the original contract amount of $144,000. We do not intend to go over the original contract amount. Due to a resignation, we will need Torguson's support until the position is filled.

Contract Document Document Amt Total Amt Start Date End Date Notes

Legal & Policy $144,000.00 $144,000.00 08/28/2023 08/27/2024

Amendment 1 $0 $144,000.00 08/24/2024 12/31/2024

Amendment 2 $0 $144,000.00 12/31/2024 5/31/2025

Amendment 3 $0 $144,000.00 10/28/2025 06/30/2026

COMPETITION/BID INFORMATION

Bid Number NA

Competition No additional spend being added to this amendment

Contract Information

Total spend of the contract is not to exceed $144,000.00

INTERNAL USE ONLY

CW22732

10/29/25 | 10:46 CDT

{00053602.DOCX; 2} Page 1 of 2

Title: Amendment No. 3 to Consultant Agreement CW22732

Revised: 240802

University of Nebraska Amendment No. 3 to CONSULTANT AGREEMENT CW22732

This Amendment No. 3 to CONSULTANT AGREEMENT CW22732 (“Amendment”) is effective as of the date of the last signature set forth below (“Effective Date”) by and between the Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska (“University”), which is composed of a chief governing administrative unit (University of Nebraska System), four universities (University of Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical Center, and University of Nebraska at Omaha), and such other institutions and units as may be designated by the Nebraska Legislature, and Torguson & Associates, LLC (“Supplier”).

RECITALS

A. University and Supplier entered into a CONSULTANT AGREEMENT CW22732 effective as of

August 28, 2023. (“Agreement”).

B. The parties desire to amend the Agreement.

AGREEMENT

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

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

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

3. Modifications. The Agreement is amended as follows:

a. Extend the previous contract to June 30, 2026.

b. No value is added to this agreement; therefore total contract value remains at $144,000.00.

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

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

[Signature page to follow]

{00053602.DOCX; 2} Page 2 of 2

Title: Amendment No. 3 to Consultant Agreement CW22732

Revised: 240802

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

Board of Regents of the University of Nebraska

Signature:

Printed Name:

Date:

Title:

Supplier

Signature:

Printed Name:

Date:

Title:

Founder & Sr. Consultant

10/29/25 | 09:19 CDT

Kirsten Torguson

10/29/25 | 10:46 CDT

Jessie Combs

10/29/25 | 10:47 CDT

Asst Vice Chancellor and Controller, Business and Finance

Kirsten Torguson

11/20/24 | 10:59 CST

Founder & Sr. Consultant

Jessie Combs

11/26/24 | 09:00 CST

Asst Vice Chancellor and Controller, Business and Finance nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier Torguson & Associates LLC Contact Kirsten Torguson Kirsten@TorgusonAssociates.

com

REQUESTING DEPARTMENT

Participating Campuses

UNO

Primary Contact Name

Sarah McKee

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

We would like to extend the expiration date to December 31, 2024. We are well under the contract amount of $144,000 set for the initial amount and do not intend to go over that amount.

Purchase Category Services

Total Amount of Spend

$0 Start Date 8/28/2024

12:00 AM

End Date 12/31/2024 12:00

AM

BID INFORMATION

Bid Number N/A

Competitive Review Findings

No additional spend being added on this amendment.

Contract Information Total spend of total contract is not to exceed $144,000.

CW18032

UNIVERSITY OF NEBRASKA

Amendment # 1 to the agreement, Torguson & Associates LLC and Office of Sponsored Programs between the Board of Regents of the University of Nebraska for and on behalf of the University of Nebraska (University) and Supplier Name, (Undersigned) dated September 20, 2023.

WHEREAS, the parties hereto agree that the Agreement is amended as stated herein and that this Amendment shall be incorporated into the Agreement and made a part thereof.

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

1. Parties agree to extend the terms end date to December 31, 2024. No additional spend.

2. Except as expressly modified herein, the Agreement between the parties shall remain in full force and effect.

The Board of Regents of the University of Nebraska (the University)

Signature: Date:

Printed Name:

Title:

Torguson & Associates LLC (the Undersigned)

Signature: Date:

Printed Name:

Title:

I affirm that if I am an employee of the University of Nebraska, I have notified buyer of my status as such and that this contract must be completed in accordance with Board of Regents Policy 6.2.1.16, Purchases Involving University Personnel.

Kirsten Torguson

Founder & Sr. Consultant

08/09/24 | 10:04 CDT

08/14/24 | 08:24 CDT

Vice Chancellor for Business & Finance

Carol Kirchner nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier TORGUSON & ASSOCIATES LLC Contact Kirsten Torguson

Email Kirsten@TorgusonAssociate s.com

REQUESTING DEPARTMENT

Participating Campuses

UNO

Administrative Unit/Dept.

Office of Sponsored Programs

Primary Contact Name

Amanda Buker, Director, Sponsored Programs

Primary Contact Email albuker@unomaha.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Grants management services and assistance including:

Post-award research administration and grants management activities Closeouts Preparation and filing of FFRs Invoicing Subrecipient monitoring Review and approve grant expenditures Other grants-management related activities as may be requested from time to time

Purchase Category Consultants & Other Services

Total Amount of Spend

144,000.00 USD Start Date 8/23/2023

12:00 AM

End Date 8/27/2024 11:59

PM

BID INFORMATION

Bid Number N/A Competitive Review Findings

Comparable Quotes

Contract Information N/A

PRO-SERVICE-002772

UNIVERSITY OF NEBRASKA

LEGAL AND POLICY COMPLIANCE ADDENDUM

This University of Nebraska Legal and Policy Compliance Addendum (the “Addendum”) to the Torguson & Associates, LLC_OSP_2023 Agreement (the “Agreement”) is made and entered as of the date of the last signature set forth below between the Board of Regents of the University of Nebraska a public body corporate by and on behalf 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 TORGUSON & ASSOCIATES LLC (“Supplier”).

RECITALS

A. University desires to enter the Agreement with Supplier.

B. The Agreement is in the form provided by Supplier, which the parties are using for their mutual convenience without the necessity of specifically negotiating a separate contract document.

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

D. Certain clauses in the Agreement cannot be accepted by University as a matter of law and policy of the State of Nebraska and University.

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

AGREEMENT

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

1. Incorporation and Priority of Terms. The Agreement is amended as stated herein and this Addendum is incorporated into the Agreement by this reference. In the event of a conflict between the terms of this Addendum and the Agreement, the terms of this Addendum shall prevail.

2. Assignment. The Agreement is non-assignable and non-transferrable unless agreed to in writing by the parties. Any attempt by either party to assign its rights or obligations hereunder shall be void.

3. Governing Law and Forum. The Agreement shall be governed by the laws of the State of Nebraska without giving effect to its conflicts of law provisions. Any legal actions brought by either party hereunder shall be in the state or federal courts located in Lancaster County, Nebraska. It is understood and agreed that any legal action by Supplier in relation to the Agreement may only be instituted in accordance with the provisions of the State Contract Claims Act (Neb. Rev. Stat. §§ 81-8,302 to 81- 8,306), as amended.

4. Liability. To the fullest extent allowed by law, Supplier shall defend, indemnify, and hold harmless University, its regents, officers, employees, agents, and students for any loss, claim, damage, expense, or liability of any kind arising out of or in connection with the performance or nonperformance by Supplier and its officers, employees, agents, and subcontractors.

5. Work Status Verification. Supplier and its subcontractors shall use a federal immigration verification system to determine the work eligibility status of new employees physically performing services within the State of Nebraska pursuant to Neb. Rev. Stat. §§ 4-108 to 4-114, as amended.

6. 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. This shall be an ongoing certification and warranty during the term of the Agreement and Supplier shall immediately notify University of any change in the status of the certification and warranty set forth in this section. If Supplier becomes excluded from Federal health care program participation or placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors, the Agreement may be terminated immediately, for cause, by University. If any partners, directors, officers, employees, licensees, subcontractors, personnel, or agents of Supplier become excluded from Federal health care program participation, such individual shall be removed from participating in the Agreement immediately. Failure by Supplier to remove such excluded individual immediately shall provide University the right to terminate the Agreement immediately for cause.

7. Taxpayer Transparency Act. Pursuant to Nebraska’s Taxpayer Transparency Act (Neb. Rev.

Stat. § 84-602.01), as may be amended), 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 the Supplier to notify University of any requested redactions to such contracts and documents under Neb. Rev. Stat. § 84-712.05(3) at the time of execution. In addition, Supplier agrees to defend any challenge to such redactions at its own expense.

8. Equal Opportunity (intentionally bolded). Supplier shall comply with 41 CFR §§ 60-1.4(a), 60- 300.5(a), and 60-741.5(a), which are incorporated by reference with the following statement: “This Contractor and subcontractor shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, national origin or for inquiring about, discussing, or disclosing compensation. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.”

9. Nondiscrimination. Supplier agrees that neither it nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of the Agreement, with respect to hire, tenure, terms, conditions, or privilege of employment because of the race, color, religion, sex, disability, or national origin of the employee or applicant in accordance with the Nebraska Fair Employment Practice Act, Neb. Rev. Stat. § 48-1122, as amended.

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

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

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

13. Conflict of Interest. No article or service shall be purchased from any University faculty or staff member without prior approval by the Vice Chancellor of Business and Finance and any such approved purchase shall comply fully with the requirements of the conflict of interest provisions of the Nebraska Political Accountability and Disclosure Act, Neb. Rev. Stat. §§ 49-1493 through 49-14,104. Supplier certifies, to the best of its knowledge and belief, that there are no potential organizational conflicts of interest related to the Agreement. If Supplier cannot so certify, it shall provide to University a disclosure statement that describes all relevant information concerning any potential conflict of interest under the Agreement. In the event the potential conflict of interest cannot be resolved, University may declare the Agreement void and of no further force or effect and University shall have no further obligations under the Agreement.

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

15. Insurance. The Supplier shall at its own expense obtain and maintain throughout the term of the Agreement general commercial liability insurance against claims for bodily injury, death, and property damage with limits of not less than one million dollars ($1,000,000) per occurrence, and three million dollars ($3,000,000) general aggregate to cover such liability caused by, or arising out of, activities of the Supplier and its agents and/or employees while engaged in or preparing for the provision of the goods or services provided under the Agreement. If the goods or services include providing technology services, software, or support, Supplier shall obtain and maintain cyber liability insurance coverage of not less than ten million dollars ($10,000,000) per occurrence and in the aggregate to cover such liability resulting or arising from acts, errors, or omissions in rendering such technology services, software, or support. Upon request by University, the Supplier shall furnish to University certificates of insurance evidencing such insurance is effective prior to commencement of work under the Agreement. By requiring such minimum insurance, University shall not be deemed or construed to have assessed the risk or limited the liability that may be applicable to Supplier under this Agreement. Supplier shall assess its own risks and, if it deems appropriate, maintain higher limits or broader coverages. Supplier further agrees, upon request, to include University as an additional insured on its general liability insurance policy on a primary and non-contributory basis. Supplier is not relieved of any liability or other obligations assumed or pursuant to the Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

16. Notice. Any notice to either party hereunder shall be in writing and shall be served either personally, by email (to the extent an email address is set forth below), or by registered or certified mail. All such notices shall be effective when received and shall be addressed to the following individuals at the following addresses:

To the Supplier:

Kirsten Torguson Kirsten@TorgusonAssociates.com 2025 Hondeleau Ln Medford, OR 97504

To the University:

Amanda Buker, Director, Sponsored Programs albuker@unomaha.edu 6001 Dodge Street EAB 203 Omaha, NE 68182

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

18. Unenforceability of Certain Terms. Notwithstanding any provision of the Agreement to the contrary, any of the following terms within the Agreement shall have no effect and shall not be enforceable:

a. Any term automatically continuing the Agreement period from term to term;

b. Any term requiring or stating that the terms of the Agreement shall prevail over the terms of this Addendum in the event of conflict;

c. Any term requiring University (or any University employee acting in the course and scope of employment) to indemnify or to hold harmless Supplier for any act or omission;

d. Any term requiring University to add Supplier as an additional insured;

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

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

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

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

i. Any term limiting Supplier’s liability for damages to University (or any University employee acting in the course and scope of employment) for any cause whatsoever related to: (i) intellectual property indemnity required by the Agreement; (ii) liquidated damages assessed under the Agreement; (iii) claims for personal injury, including death; (iv) claims for damage to real property or tangible or intangible property arising from Supplier’s acts or omissions under the Agreement; (v) any loss or claim to the extent the loss or claim is covered by a policy of insurance maintained, or required by the Agreement or this Addendum to be maintained, by Supplier; and (vi) damages arising from the gross negligence or willful misconduct of Supplier, its employees, its subcontractors, or its agents;

j. Any term permitting unilateral modification of the Agreement by Supplier;

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

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

m. Any term binding University (or any University employee acting in the course and scope of employment) to any method of resolution of disputes under the Agreement not instituted in accordance with the provisions of Neb. Rev. Stat. §§ 81-8,302 to 81-8,306;

n. Any term requiring any University employee acting in the course and scope of employment to guarantee performance or any obligation under the Agreement;

o. Any term granting Supplier a security interest in property of University; or

p. Any term granting control of litigation or settlement to Supplier or any third party.

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

University Department Approval (if applicable)

Signature:

Printed Name: Amanda Buker

Date:

Title: Director

Email: albuker@unomaha.edu

Board of Regents of the University of Nebraska

Signature:

Printed Name: Jessie Combs

Date:

Title: Interim Asst Vice Chancellor, Business and Finance

Supplier

Signature:

Printed Name: Kirsten Torguson

Date:

Title: Founder & Senior Consultant

I affirm that if I am an employee of the University of Nebraska, I have notified the University of my status as an employee and that this contract must be completed in accordance with Board of Regents Policy 6.2.1.16, Purchases Involving University Personnel.

09/19/2023 | 15:30 CDT09/19/2023 | 15:53 CDT

09/20/2023 | 09:07 CDT

CONSULTANT AGREEMENT

This Agreement (“Agreement”) is made between The Board of Regents of the University of Nebraska, Omaha (“Client”) and Torguson & Associates, LLC (“Consultant”), collectively the “parties,” “we” or “us”.

1. Scope of Work.

Consultant agrees to provide to Client the services listed in Exhibit 1 in the manner specified in Exhibit 1 and such other related services as are requested by Client from time to time as instructed by Client and accepted by Consultant (all of the foregoing, the “Services").

2. Compensation.

(a) Client agrees to pay Consultant, as full compensation for Consultant’s performance of all Services under this Agreement $150.00 (one hundred fifty dollars) per hour.

Consultant agrees to keep complete, accurate and itemized records of all hours for which Consultant is to be compensated under this Agreement. Total compensation under this Agreement shall not exceed $144,000.00.

(b) Consultant will be solely responsible for all expenses incurred in association with the performance of the Services.

(c) Promptly after the end of each month Consultant agrees to submit an itemized monthly invoice for the Services during that month. Client will pay each properly submitted, undisputed, and documented invoice within thirty (30) days of receipt.

3. Effective Date and Term of Agreement.

This Agreement will be effective starting on August 28, 2023(the “Effective Date”) and will end August 27, 2024, or when terminated per Paragraph 4, below.

4. Termination.

(a) Either party may terminate this Agreement by giving thirty (30) days’ written notice to the other party.

(b) The parties agree that either one may terminate this Agreement if the other party fails to perform according to the terms and conditions of this Agreement. Both parties agree to provide a 30-day notice prior to termination in order to allow the offending party to remedy.

(c) If this Agreement is terminated for any reason, Consultant agrees to immediately discontinue Services and promptly deliver to Client or destroy (at Client’s sole option) all copies of Client confidential and/or proprietary information in Consultant’s control, in any manner directed by Client. Unless Client terminates this Agreement for material breach by Consultant, Client will pay Consultant as provided under this Agreement for any outstanding valid and unpaid invoices and any Services actually performed in the month in which termination occurs but for which Consultant has not already been paid, and Consultant agrees that any such payment will be in full satisfaction of any obligation or liability of Client for payments due to Consultant under this Agreement.

5. Severability.

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

6. Default.

In addition to all Termination rights as described in Paragraph 4, the parties recognize that any one of the following events shall be deemed to be an “Event of Default”:

(a) Documented and continued unsatisfactory performance.

(b) Failure by a party to perform and/or comply with the terms of this Agreement as specifically described herein.

(b) Non-payment for services rendered, as described in this Agreement.

(c) A unilateral change in contract terms, not agreed to in writing by both parties.

(d) Circumstances in which a court having jurisdiction over a party enters an order for relief in any involuntary case commenced against the applicable party as debtor under the Federal Bankruptcy Code or the entry of a court decree or order appointing a custodian, receiver, liquidator, assignee, trustee, or other similar official.

Upon the occurrence of an “Event of Default,” the non-defaulting party shall notify the defaulting party in writing of the default and the defaulting party shall have thirty (30) days to cure the default. In the event that the defaulting party does not cure the default within the required time period, the non-defaulting party (1) shall have all the remedies afforded by law and in equity, and (2) shall have the right to terminate this Agreement.

7. Confidentiality.

(a) Consultant agrees and understands that certain sensitive information of Client may be disclosed to Consultant in connection with this Agreement. Confidential Information is all Client information and material that is either marked or identified by Client as confidential or proprietary, or provided to Consultant under circumstances indicating it is confidential or proprietary (“Confidential Information”). Confidential Information includes (but is not limited

to) patient or personnel information, business or financial information, trade secrets, inventions, and technical, engineering, or product information. Confidential Information does not include information that (a) is or becomes publicly known through no act or omission by Consultant; (b) was rightfully known by Consultant without confidential or proprietary restriction before disclosure from Client; or (c) is independently developed by Consultant without the use or reference to any Confidential Information. Consultant may disclose Confidential Information only to the extent (i) approved in writing in advance by Client or (ii) Consultant is legally compelled to disclose such Confidential Information. However, if Consultant believes disclosure is required by law, Consultant agrees to notify Client immediately upon receiving a request or demand for such disclosure and to cooperate with Client and take all reasonable efforts to delay disclosure until after Client has had an opportunity to respond to such request or demand.

(b) Consultant agrees and understands that all Confidential Information is and shall continue to be exclusively the property of Client or its affiliates. Consultant will acquire no right or interest in any Confidential Information because of this Agreement, except for the limited right to use such Confidential Information according to the express terms of this Agreement.

(c) Consultant agrees to maintain all Confidential Information in strict confidence and will not disclose, directly or indirectly, any Confidential Information to any third party unless circumstances require as described above in section 5(a). Consultant will disclose the Confidential Information only to Consultant’s employees (if any) who have a need to know such information and who are bound in writing by restrictions regarding disclosure and use no less restrictive than the terms of this Agreement. Consultant will use the Confidential Information solely for the purpose of performing the Services and not for Consultant’s own benefit and accounting, or that of a third party. At the request of Client, Consultant will immediately destroy or deliver to Client (at Client’s sole option) all copies of Confidential Information in Consultant’s possession or control.

(d) Section 7 of this Agreement will survive expiration or termination of this Agreement.

8. No Obligations to Third Parties.

By hiring Consultant to perform the Services contemplated by this Agreement, Client will not and does not intend to solicit or obtain the confidential, proprietary or trade secret information of any third party. Consultant represents and warrants that Consultant will not disclose to Client, or use in the performance of Services, any confidential or proprietary information or trade secrets of former employers, clients or other third parties unless Consultant has obtained appropriate consents from such third parties and from Client.

9. Independent Consultant.

Consultant and Client recognize that Consultant is engaged in a non-exclusive basis as an independent Consultant and Consultant will not be deemed an employee of Client, nor will this Agreement create any partnership, joint venture or fiduciary relationship between us. Consultant represents to the public that Consultant’s services are to be provided by an independently established business according to the following circumstances:

(a) Consultant maintains a business location that is separate from the business location of Client;

(b) Consultant engages in marketing and promotional activities customary to similar businesses;

(c) Consultant maintains and uses an email address for Consultant’s business that is separate from Consultant’s personal email address;

(d) Consultant only perform services for clients pursuant to a written agreement; and

(e) Consultant has been engaged in the performance of services similar to those to be performed for Client under this Agreement for at least two (2) other parties.

Consultant and Consultant’s employees, contractors and agents will not claim or be entitled to any benefits accorded to Client’s employees, including without limitation health insurance, worker’s compensation, disability insurance, vacation or sick pay. Consultant is solely responsible for paying all ordinary, necessary and other expenses of Consultant’s employees, contractors and agents in connection with this Agreement. Consultant will ensure that Consultant’s employees, contractors and agents comply in all respects and at all times with the terms and conditions of this Agreement, and any breach of this Agreement by any of Consultant’s employees, contractors or agents will be treated as a breach by Consultant.

Consultant understands and agrees that Consultant is not an agent of Client and that Consultant has no authority to enter into contracts or incur expenses on behalf of Client, or otherwise bind or make representations on behalf of Client in any way. Consultant is responsible for providing, at Consultant’s expense and in Consultant’s name, all disability, workers’ compensation or other insurance, as well as any licenses and permits usual or necessary for performing the Services.

Client shall not withhold any state, federal or local income tax or payroll or employment tax of any kind on behalf of Consultant. Consultant is solely responsible for withholding and paying all federal, state, and local taxes, social security payments, and any other taxes or payments which may be due incident to payments made by Client for Services rendered under this Agreement.

10. Representations and Warranties.

(a) Consultant represents and warrants that: (i) Consultant has the necessary qualifications and ability to perform the Services in a professional and timely manner and as required under this Agreement, without the assistance or day-to-day supervision of Client; (ii) Consultant will perform the Services hereunder to the best of Consultant’s abilities; (iii) Consultant will provide the Services in accordance with the highest industry standards and in accordance with this Agreement and any instructions or specifications provided by Client from time to time; and (iv) Consultant agrees to comply with all applicable orders, rules, laws and regulations, including without limitation all U.S. FDA regulations, HIPAA and all export or import laws and regulations.

(b) Consultant further represents and warrants that (i) Consultant’s entering into this Agreement and performing all of Consultant’s obligations hereunder will not breach or otherwise conflict with any other contract or obligation that legally binds Consultant; and (ii) Consultant has the full right and authority to enter into this Agreement, and to fulfill Consultant’s obligations hereunder.

(c) Client represents and warrants their understanding that Consultant does not guarantee any specific results as to the quality, scientific premise, or fundability of any proposals submitted to external sponsors; and that Consultant is not responsible for any institutional mismanagement (including but not limited to research misconduct or financial post-award activities) of any kind. Payment for Consultant’s services is not contingent upon the outcome of any funding decisions, budget revisions, sponsor agency rejection of proposals or other events, positive or negative.

11. Indemnification.

Each party shall be responsible for its negligent acts or omissions and the negligent acts or omissions of its employees, officers, or directors, to the extent allowed by law.

12. Warranty Disclaimer.

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND/OR WARRANTIES

PROVIDED IN THIS AGREEMENT, NEITHER OF US MAKES, AND EACH OF US

HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS OR

IMPLIED, IN CONNECTION WITH THIS AGREEMENT.

13. Reserved.

14. Agency Certification.

Consultant hereby certifies to Client under penalty of perjury, that Consultant has not been convicted of a criminal offense related to health care and is not currently debarred, excluded or otherwise ineligible for participation in federally funded programs. Further, Consultant certifies that Consultant does not currently, and will not at any time during the term of this Agreement, employ or subcontract any of Consultant’s obligations under this Agreement to any individual or entity that is debarred, excluded or otherwise ineligible for participation in federally funded programs. Consultant agrees to notify Client in writing immediately of any threatened, proposed or actual conviction or any threatened, proposed or actual debarment or exclusion from participation in federally funded programs involving Consultant. Any breach by Consultant of this section of the Agreement will be grounds for immediate termination of this Agreement by Client.

15. General Provisions

(a) Notices. Any notice, report, communication or consent required or permitted by this Agreement shall be in writing and shall be delivered personally or sent (a) by prepaid registered or certified mail, return receipt requested, (b) by overnight express delivery service by an internationally recognized courier, or (c) by email or facsimile transmission with confirmed answer-back, followed within fourteen (14) days by a copy mailed in the preceding manner, addressed to the other party at the address shown below or at such other address for which such party gives notice hereunder. Notice by personal delivery shall be deemed effective upon receipt. Notice by courier or registered mail shall be deemed effective three (3) business dates after the date sent. Notice by email or facsimile shall be deemed effective upon sender’s receipt of confirmation of recipient’s receipt of the email or fax.

If to Client:

The Board of Regents of the University of Nebraska on behalf of the University of Nebraska-Omaha Jessie Combs Interim Vice Chancellor of Business and Finance Jessie.Combs@unomaha.edu

If to Consultant:

Kirsten Torguson Founder & Senior Consultant Torguson & Associates, LLC 2025 Hondeleau Ln Medford, OR 97504 Kirsten@TorgusonAssociates.com 541-499-0400

(b) Governing Law; Jurisdiction. This Agreement is to be construed in accordance with and governed by the laws of the State of Nebraska without regard to conflict of law principles.

(c) Assignment. Consultant acknowledges and agrees that the Services to be performed by Consultant hereunder are personal in nature and that Consultant may not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, any rights or obligations under this Agreement without the prior written consent of Client. Any unauthorized attempt by Consultant to assign, transfer or delegate these rights or obligations will be null and void.

(d) Publicity. Consultant will not have the right to identify Client as a customer, client or employer or otherwise use the name, logos or trademarks of Client or of Client’s affiliates without Client’s prior written consent, in Client’s sole discretion.

(e) Force Majeure. In the event that either party is unable to perform its obligations under this Agreement as a result of a force majeure, neither party shall be liable to the other for direct or consequential damages resulting from lack of performance. “Force Majeure” shall mean fire, earthquake, flood, act of God, pandemic or epidemic, strikes, work stoppages, or other labor disturbances, riots or civil commotions, acts of terrorism or other hostilities, litigation, war or other act of any foreign nation, power of government, or governmental agency or authority, or any other cause like or unlike any cause above mentioned which is beyond the control of either party.

(f) Entire Agreement. This Agreement (including any addenda and exhibits hereto), are the final and entire agreements between Consultant and Client with respect to the subject matter hereof and merge all prior and contemporaneous proposals, understandings, representations, warranties, promises and other communications, whether oral or written, of the parties relating to such subject matter.

(g) Construction; Waiver. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be void, invalid or unenforceable, that mailto:Jessie.Combs@unomaha.edu mailto:Kirsten@TorgusonAssociates.com provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision, and no waiver shall be effective unless made in writing and signed by the waiving party.

(h) Modification. This Agreement shall not be altered, amended or modified in any way except by a written instrument dated subsequent to the date of this Agreement and signed on behalf of Client and Consultant by their respective duly authorized representatives.

University of Nebraska, Omaha (“Client”)

By:

Title:

Date:

Torguson & Associates, LLC (“Consultant”)

By:

Kirsten Torguson

Title: Founder & Senior Consultant

Date: August 28, 2023

09/20/2023 | 09:07 CDT

Interim Asst Vice Chancellor B&F and Controller

[EXHIBIT 1]

SERVICES

Grants management services and assistance including:

Post-award research administration and grants management activities Closeouts Preparation and filing of FFRs Invoicing Subrecipient monitoring Review and approve grant expenditures

Other grants-management related activities as may be requested from time to time

Certificate Of Completion Envelope Id: B27BA8E4B7FF493497BEDCD643C3E825 Status: Completed

Subject: Signature request on Contract Torguson & Associates, LLC_OSP_2023

Source Envelope:

Document Pages: 16 Signatures: 5 Envelope Originator:

Certificate Pages: 5 Initials: 0 University of Nebraska Contracts Service Account

AutoNav: Enabled

EnvelopeId Stamping: Disabled

Time Zone: (UTC-06:00) Central Time (US & Canada)

1400 R St.

Lincoln, NE 68588 contracts@nebraska.edu

IP Address: 35.170.89.44

Record Tracking Status: Original

9/19/2023 1:44:10 PM

Holder: University of Nebraska Contracts Service

Account contracts@nebraska.edu

Location: DocuSign

Signer Events Signature Timestamp Kirsten Torguson kirsten@torgusonassociates.com

Security Level: Email, Account Authentication (Optional)

Signature Adoption: Pre-selected Style

Using IP Address: 75.142.31.66

Sent: 9/19/2023 3:23:58 PM

Viewed: 9/19/2023 3:26:54 PM

Signed: 9/19/2023 3:30:53 PM

Electronic Record and Signature Disclosure:

Accepted: 9/19/2023 3:26:54 PM ID: 3a959c2e-16bc-4a78-84fd-0b3321b13b80

Amanda Buker albuker@unomaha.edu

Director, Office of Sponsored Programs

Security Level: Email, Account Authentication (Optional) Signature Adoption: Uploaded Signature Image

Using IP Address: 174.198.69.23

Signed using mobile

Sent: 9/19/2023 3:30:54 PM

Viewed: 9/19/2023 3:53:31 PM

Signed: 9/19/2023 3:53:54 PM

Electronic Record and Signature Disclosure:

Not Offered via DocuSign

Jessie Combs jessiecombs@unomaha.edu

Interim Asst Vice Chancellor B&F and Controller

University of Nebraska Omaha

Security Level: Email, Account Authentication (Optional)

Signature Adoption: Pre-selected Style

Using IP Address: 137.48.255.217

Sent: 9/19/2023 3:53:55 PM

Viewed: 9/19/2023 4:19:34 PM

Signed: 9/20/2023 9:07:46 AM

Electronic Record and Signature Disclosure:

Not Offered via DocuSign

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp Melody Stark melody.stark@nebraska.edu

Sourcing Agent

University of Nebraska

Security Level: Email, Account Authentication (Optional)

Sent: 9/20/2023 9:07:47 AM

Viewed: 9/20/2023 2:47:38 PM

Electronic Record and Signature Disclosure:

Not Offered via DocuSign

Witness Events Signature Timestamp

Notary Events Signature Timestamp

Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/19/2023 3:23:58 PM

Certified Delivered Security Checked 9/19/2023 4:19:34 PM

Signing Complete Security Checked 9/20/2023 9:07:46 AM

Completed Security Checked 9/20/2023 9:07:47 AM

Payment Events Status Timestamps

Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE

From time to time, Internet 2 OBO University of Nebraska - Lincoln (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and

Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to

‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the

DocuSign system.

Getting paper copies

At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time

(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a

$0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent

If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind

If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically

Electronic Record and Signature Disclosure created on: 1/22/2021 10:26:07 AM Parties agreed to: Kirsten Torguson

Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given

us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact Internet 2 OBO University of Nebraska - Lincoln:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: esignature@nebraska.edu

To advise Internet 2 OBO University of Nebraska - Lincoln of your new email address

To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at esignature@nebraska.edu and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from Internet 2 OBO University of Nebraska - Lincoln

To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to esignature@nebraska.edu and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with Internet 2 OBO University of Nebraska - Lincoln

To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

i. decline to sign a…