10 4253 CERNER-AMENDMENT 10-SCHEDULE-5.12.21.pdf

Wisconsin Department of Corrections

OPT-0008583_Q-63195.1_LA-0000043771

April 28, 2021 Cerner Confidential Information © Cerner Corporation. All rights reserved. This document contains confidential and/or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written consent of Cerner.

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AMENDMENT NO. 10

THIS AMENDMENT NO. 10 to the Cerner Business Agreement Contract Number 410008-M16-ELB4253A-RFP-01 (the “Agreement”) dated June 28, 2016 between Cerner Corporation ("Cerner"), a Delaware corporation with its principal place of business at 2800 Rockcreek Parkway, Kansas City, Missouri, 64117 and Wisconsin Department of Corrections ("Client"), a Wisconsin corporation having its principal place of business at 3099 E Washington Ave PO Box 7925, Madison, WI, 53707-7925, is effective as of June 15, 2021 ("Amendment No. 10 Effective Date").

WITNESSETH:

WHEREAS, the parties hereto wish to amend the Agreement, specifically Cerner System Schedule No. 1, dated June 28, 2016 (“Schedule No. 1”), in certain respects, NOW, THEREFORE, in consideration of the premises, the parties hereto do hereby covenant and agree as follows:

1. Client and Cerner hereby agree to add the solutions and services contained in Exhibit A to Schedule No. 1.

The solutions and services being added will be governed by the terms and conditions in Exhibit A.

2. In consideration of section 1, Client agrees to pay Cerner the one-time fees of $2,812,401.93 upon the execution of this Amendment No. 10. This will include the monthly fees from 5/1/21 through 9/30/21.

3. In consideration of section 1, Client and Cerner agree to update the payment table in Attachment E, by replacing the payment lines starting with April 1, 2021 and continuing through the renewals with the following:

Payment Date Amount Due:

4/1/2021 880,098.20 6/1/2021* 169,646.45 10/1/2021 933,876.20

4/1/2022 933,876.20 10/1/2022 1,083,673.94 4/1/2023 1,083,673.94

10/1/2023 1,083,673.94 4/1/2024 1,083,673.94

*Monthly Increases from May 21-Sept 21 included in one time fee

Renewals Annual Additional Years Renewal 2,167,347.88

4. In consideration of section 1, Client and Cerner agree to delete the Renewal Table found in Attachment E of Schedule No. 1, in its entirety, and replace it with the following:

Contract Element Monthly Amount Renewal Month*

Licensed Software Support 17,112.00 97

Application Services Provider, Shared Computing Services & Subscriptions 17,194.00 97

Sublicensed Software Maintenance 43,059.29 97

Managed Services 103,247.00 97

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5. In all other respects, the Cerner System Schedule(s) and the Agreement of which they are a part remain unchanged.

IN WITNESS WHEREOF, the parties hereto do hereby execute this Amendment No. 10 as of the Amendment No.

10 Effective Date.

WISCONSIN DEPARTMENT OF CORRECTIONS CERNER CORPORATION

Authorized signatory:

Authorized signatory:

(signature)

Teresa Waller

Title:

(printed name)

Title: Sr. Director, Contract Management

Kevin A. Carr

Secretary

© Cerner Corporation. All rights reserved. This document contains confidential and/or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written consent of Cerner.

EXHIBIT A

FINANCIAL OVERVIEW

Description One-Time Fees Monthly Fees

SOLUTIONS

Subscription Services - - 168.00 Shared Computing Services 280,830.00 5,675.00

EQUIPMENT

Equipment and Installation (if applicable) 2,400.00 - -

SUBLICENSED SOFTWARE

Sublicensed Software and Installation (if applicable) 1,872,470.00 - - Sublicensed Software Maintenance – Year 1 – 5 Total 1,497,977. 40*

PROFESSIONAL SERVICES

Fixed Fee 187,460.00 - -

MANAGED SERVICES

Managed Services - - 3,120.00

TOTALS: 3,841,137.40 8,963.00

*Sublicensed Software Maintenance Years 2-5 will be paid annually, and are included in the updated payment table in Attachment E.

All prices in this Amendment No. 10 are shown in USD. Pricing is valid until June 30, 2021. If this Amendment No. 10 is not executed on or before such date, this pricing is considered null and void and will be subject to revision.

Not applicable is indicated by “- -".

PAYMENT TERMS

ONE-TIME FEES

Description Payment Number

Percent (%) Of Total Due Payment Due

Shared Computing Services 1 100% On the Effective Date Equipment and Installation (if applicable) 1 100% On the Effective Date Sublicensed Software and Installation (if applicable) 1 100% On the Effective Date Professional Services: Fixed Fee 1 100% On the Effective Date

MONTHLY RECURRING FEES

Description Percent (%) Of

Total Due Payment Due Subscription Services 100% Reference paragraph 3 above Shared Computing Services 100% Reference paragraph 3 above Sublicensed Software Maintenance 100% Reference paragraph 3 above Managed Services 100% Reference paragraph 3 above

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TERM AND TERMINATION

Other Services. Unless otherwise specified in this section, all other recurring Services (such as subscription services, application services, shared computing services, employer services, recurring professional services, and managed services) begin on the Effective Date, and continue for the term set forth in the “Solutions”, “Professional Services”, or “Managed Services” sections.

Equipment and Sublicensed Software Maintenance. Maintenance warranties, if any, begin on the earlier of installation, or 30 days after shipment of the equipment and/or sublicensed software. Maintenance services will continue for the initial term set forth in the "Equipment/Sublicensed Software" section of this Amendment No. 10. The initial term will automatically renew for additional periods of the same duration, unless Client provides Cerner with written notification of its intent to terminate Maintenance no less than 60 days prior to the expiration of the then-current period. Cerner may terminate Maintenance services if Client fails to pay invoices for Maintenance. All unpaid charges for Maintenance will be immediately due and payable upon such termination. Client will pay all applicable penalties or fees if Maintenance services are terminated, then later reinstated.

Renewal. At the end of the applicable term, each recurring Service will automatically renew for additional 12 month periods based on the table set forth in paragraph 3 above.

FEE INCREASES

Cerner may increase the monthly fee for Support services and each recurring Service (such as subscription services, application services, shared computing services, transaction services, employer services, recurring professional services, application management services, and managed services) any time following the initial 12 month period after such recurring Service fees begin (but not more frequently than once in any 12 month period) by giving Client 60 days prior written notice of the price increase.

The amount of such annual increase will be no greater than the Consumer Price Index (CPI). CPI is calculated based on a twelve

(12) month average. Fees are subject to increase at a rate not to exceed 3% annually or the CPI index (annually adjusted) rate whichever is lower. Cerner may also increase the fees at any time during the term if a Cerner third party increases the fees to be paid by Cerner, with such increase being limited to the amount of increase in Cerner’s fee to the third party.

SOLUTIONS

SUBSCRIPTION SERVICES

Mfg. Part No.

Solution Detail Description

Scope of Use Metric

Qty./ Scope of Use Limit

Term (Mo.)

Monthly Range

Extended One-Time

Fees

Extended Monthly

Fees

Solution Description

Code

Third- Party Com-po-nent(s)

Pass- Through

Code

Per Unit One- Time

Expan-sion Fees

Per Unit Monthly Expan-sion Fees

07605914 Cerner OPENLink Shared 1-10 Intf Base Processing

Each 1 60 1-60 0 0 SD100853_01 - - - - - - 2,237

VAS-VAC-250 VASCO Server Software as a Service Subscription qty 1

Each 60 12 1-12 0 168 - - ✔ 59600_VAS - - 3

TOTAL: - - 168 - - - - - - - - - -

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SHARED COMPUTING SERVICES

Mfg. Part No.

Solution Detail Description

Scope of Use Metric

Qty./ Scope of Use Limit

Term (Mo.)

Monthly Range

Extended One-Time

Fees

Extended Monthly

Fees

Solution Description

Code

Third- Party Com-po-nent(s)

Pass- Through

Code

Per Unit One- Time

Expan-sion Fees

Per Unit Monthly Expan-sion Fees

CT-CFS-

CLINMILL_SET

UP

Forms Suite for Clinical Workflows

Each 1 - - - - 33,000 - - - - - - - - 925 - -

CT-ESIG-

SETUP

Patient eSignature Setup Each 1 - - - - 49,500 - - - - - - - - 925 - -

PS-20080C-I Cerner ePrescribe Package

Providers 120 60 1-60 - - 2,310 SD100258_02 ✔ 62400_CMS _C

- - 20

CTP-CERN-

WORKAUTHC

Cerner Workflow Authentication

Users 120 60 1-60 - - 1,800 SD100051_03 - - - - - - 15

CTP-CERN-

SOFTTOKEN

Cerner Soft Token Users 60 60 1-60 - - 60 SD100661_02 - - - - - - 1

CTS-CERN-

WORKAUTHC

Cerner Workflow Authentication Setup

Production Environments

1 - - - - 21,390 - - - - - - - - 791 - -

PS-23500C EPCS Setup Each 1 - - - - 81,390 - - - - - - - - 489 - -

PY-27800C HealtheLife Admissions + Outpatient

Visits

50,000 60 1-60 - - 1,260 SD100815_03 - - - - - - 0

PY-27801C HealtheLife Setup Admissions + Outpatient

Visits

50,000 - - - - 95,550 - - - - - - - - 0 - -

PY-27806C Consumer Support for HealtheLife

Calls 25 60 1-60 - - 245 SD101046_01 - - - - - - 14

TOTAL: 280,830 5,675 - - - - - - - - - -

Shipping and Handling. Client will pay standard shipping and handling fees, not to exceed $34 USD. Additional fees may apply if Client requests expedited shipping. Notwithstanding any other agreement between the parties regarding shipping terms, the items set forth in this Amendment No. 10 will be shipped FOB the manufacturer's plant.

EQUIPMENT AND INSTALLATION (if applicable)

Quote: Q-63195.1 Line No.

Manufacturer Part No. Solution Detail Description Qty.

Per Unit One-Time Fees

Extended One- Time Fees

Pass-Through Code

9 CFG_ESIGNATURE Cerner Patient eSignature Solution - Patient Access 1 0.00 0.00 - - 52 VAS-DPGO7-250 VASCO DIGIPASS Go7 qty 10-250 60 40.00 2,400.00 - -

TOTAL: 2,400.00 - -

SUBLICENSED SOFTWARE AND INSTALLATION (if applicable)

Quote: Q-63195.1 Line No.

Manufacturer Part No. Solution Detail Description Qty.

Per Unit One-Time Fees

Extended One- Time Fees

Pass-Through Code

10 CT-ESIG-BED Patient eSignature License per Bed - Patient Access 120 6,708.00 804,960.00 - - 13 8FE272-CLIN Cerner Forms Suite- Clinical License 120 6,708.00 804,960.00 100121_001

EQUIPMENT/SUBLICENSED SOFTWARE

Technology Changes. At the time of the actual order, Cerner may substitute individual technology solutions and/or Maintenance services based on availability or technological advancements. Cerner and Client may also agree to replace certain technology solutions with other Cerner offerings. If the substitute items or Maintenance services result in an increase in fees, Cerner and Client will discuss and agree upon the fee increase prior to ordering such items or Maintenance services.

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SUBLICENSED SOFTWARE AND INSTALLATION (if applicable)

Line No.

Manufacturer Part No. Solution Detail Description Qty.

Per Unit One-Time Fees

Extended One- Time Fees

Pass-Through Code

24 CER-TA-CUSR01-

001F

Advanced Capture Concurrent Full User 7 8,000.00 56,000.00 - -

27 CER-TA-YVOL02-

010K

Advanced Capture Imaging Volume - 10K 90 270.00 24,300.00 - -

30 CER-TA-YVOL03-

010K

Advanced Capture Transformation Volume 10K pg/yr 90 2,025.00 182,250.00 - -

TOTAL: 1,872,470.00 - -

SUBLICENSED SOFTWARE MAINTENANCE

Line No.

Manufacturer Part No.

Solution Detail Description

Level of Service Qty

Term (Mo.)

One-Time Fees Due –

Year 1

One-Time Fees Due –

Year(2)

One-Time Fees Due

– Year(3)

One-Time Fees Due

– Year(4)

One-Time Fees Due

– Year(5)

One-Time Fees Due –

Year(6) through End of Term

11 CT-ESIG-

BED

24x7 M-Su Phone Support:MNT: Patient eSignature License per Bed - Patient Access

24x7 M-Su Phone

Support

120 12 128,793.60 128,793.60 128,793.60 128,793.60 128,793.60 - -

14 8FE272-CLIN 24x7 M-Su Phone Support:Cerner Forms Suite- Clinical License

24x7 M-Su Phone

Support

120 12 128,793.60 128,793.60 128,793.60 128,793.60 128,793.60 - -

25 CER-TA-

CUSR01-

001F

24x7 M-Su Phone Support:MNT: Advanced Capture Concurrent Full User

24x7 M-Su Phone

Support

7 12 8,960.28 8,960.28 8,960.28 8,960.28 8,960.28 - -

28 CER-TA-

YVOL02-

010K

24x7 M-Su Phone Support:MNT: Advanced Capture Imaging Volume

- 10K

24x7 M-Su Phone

Support

90 12 3,888.00 3,888.00 3,888.00 3,888.00 3,888.00 - -

31 CER-TA-

YVOL03-

010K

24x7 M-Su Phone Support:MNT: Advanced Capture Transformation Volume 10K pg/yr

24x7 M-Su Phone

Support

90 12 29,160.00 29,160.00 29,160.00 29,160.00 29,160.00 - -

TOTAL: 299,595.48 299,595.48 299,595.48 299,595.48 299,595.48 - -

EQUIPMENT/SUBLICENSED SOFTWARE DELIVERY

Delivery Information. The following delivery information is required to process the equipment/sublicensed software in this Amendment No. 10.

Delivery Address Delivery Contact Information

\wb1 {"apiName":"WB_Delivery_Facility__c"}\ \wb1 {"apiName":"WB_Delivery_Contact_Name__c"}\

(Name of Facility) (Name – Printed)

\wb1 {"apiName":"WB_Delivery_Address_Line_1__c"}\ \wb1 {"apiName":"WB_Delivery_Contact_Email__c"}\

(Address Line 1) (E-mail Address)

\wb1 {"apiName":"WB_Delivery_Address_Line_2__c"}\ \wb1 {"apiName":"WB_Delivery_Contact_Phone__c"}\

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EQUIPMENT/SUBLICENSED SOFTWARE DELIVERY

(Address Line 2) (Phone Number)

\wb1 {"apiName":"WB_Delivery_City_State_Zip_Country__c"}\ \wb1 {"apiName":"WB_Delivery_Contact_Fax__c"}\

(City, State/Province, Zip/Postal Code, Country) (Fax Number)

Delivery Requirements. Please check the applicable box for each question below to help ensure a successful delivery.

Does the facility accommodate a 48-foot trailer? Yes \wb1 {"apiNam e":"W B_Facility_Accomm odate_trail er_yes__c"}\

No \wb1 {"apiNam e":"W B_Facility_Accomm odate_trail er_no__c"}\

Does the facility have a loading dock? Yes \wb1 {"apiNam e":"W B_Facility_has_loading_dock_yes__c"}\

No \wb1 {"apiNam e":"W B_Facility_has_loading_dock_no__c"}\

What are the receiving days and hours of operation?

(Please enter days and times available) Days: \wb1 {"apiNam e":"W B_D elivery_R eceivi ng_D ay__c" ,"w":

"50"}\

Start Time: \wb1 {"apiN am e":"WB_Delivery_Receivi ng_Start_Tim e__c","w" :

"50"}\

End Time: \wb1 {"apiNam e":"W B_D elivery_R ecei ving_End_Time__c","w": "50"}\

Will a lift gate and/or ramp be required? No \wb1 {"apiN ame":"W B_Lif t_gate_or_ram p_requir ed_no__c"}\

Lift Gate \wb1 {"apiNam e":"W B_Lift_gate_or_ram p_requir ed_gate__c"} \

Ramp \wb1 {"apiNam e":"W B_Lift_gate_or_ram p_requir ed_ram p__c"}\

To what floor will the equipment be delivered? Basement \wb1 {"apiNam e":"W B_W hat_Fl oor_basem ent__c"}\

Ground \wb1 {"apiNam e":"W B_W hat_Fl oor_ground__c"}\

Floor:

\wb1 {"apiNam e":"W B_W hat_Fl oor_fl oor __c","w": "50"}\

Does the facility have an elevator, or will a stair crawler be required? Elevator \wb1 {"apiN ame":"W B_D oes_Facility_have_an_El evator __c"}\

Stair Crawler \wb1 {"apiNam e":"W B_D oes_the_facility_need_stair_cr awler__c"}\

N/A \wb1 {"apiNam e":"W B_D oes_facility_need_stair _crawl er_na__c"}\

Does the facility require floor covering? Yes \wb1 {"apiNam e":"W B_facility_r equire_floor _covering _yes__c"}\

No \wb1 {"apiNam e":"W B_facility_r equire_floor _covering _no__c"}\

Manufacturer Part No. Solution Detail Description Scope of Use

Metric Qty.

Term (Mo.)

Monthly Range

One-Time Fees

Monthly Fees

Third- Party

Compo-nent(s)

Pass- Through

Code CTS-RHORECUR Remote Hosting (Recurring Fees) Each 1 36 1-36 - - 1,020 - - - - CTS-RHORECUR Remote Hosting (Recurring Fees) Each 1 36 1-36 - - 2,100 - - - -

TOTALS: - - 3,120 - - - -

FIXED FEE

Service Project Detail Manufacturer Part No. Solution One-Time Fees

Third- Party

Compo-nent(s)

Pass-Through Code

Standard Services Integr and Interop CHS_OPENLINK_

NET_NEW

Cerner OPENLink Net New 13,000 - - - -

Ent Doc Mgmt CTS-ADVCAP Advanced Capture for HIM 117,000 - - - - Ent Doc Mgmt CTS-ADVCAP-

TRN4HIM

Advanced Capture Transformation for HIM 15,600 - - - -

Professional Service CTS-MILLFSI-

SVCS

Cerner Millennium Foreign System Interface Services

41,860 - - - -

TOTALS: 187,460 - - - -

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SCOPE OF USE

Client will use the solutions set forth in this Amendment No. 10 in accordance with the Documentation and subject to the scope of use limits set forth in the Solutions section. If a scope of use limit is exceeded, Client agrees to pay the applicable expansion fees set forth in the Solutions section, which are valid for 2 year(s) after the Effective Date, and thereafter increase at a rate of 5% per year. In the event Client requests additional scope beyond the limits set forth in the Solutions section which requires additional setup, and no Per Unit One-Time Expansion Fee is referenced therein, Client must execute a new Ordering Document setting forth the additional scope and fees at Cerner's then-current rates. Scope of use will be measured periodically by Cerner's system tools, or, for metrics that cannot be measured by system tools or obtained through industry available reporting sources (e.g. FTEs or locations), Client will provide the relevant information (including records to verify the information) to Cerner at least once per year. Client agrees that if an event occurs that will affect Client’s scope of use (such as the acquisition of a new hospital or other new facility), Client will notify Cerner in writing of such event no later than 30 days following the effective date of such event so that Client’s scope of use can be reviewed. Any additional fees due under this Section will be payable within 30 days following Client's receipt of an invoice for such fees. Any additional monthly fees will begin on the date the limit was exceeded and shall be paid annually (pro-rated for any partial month).

The pricing in the Solutions section of this Amendment No. 10 is based on the following scope of use metrics, which are defined as follows.

Scope of Use Metric Scope of Use Definition Each Every one of a solution, service, or technology item, regarded and identified separately.

Providers The total number of health professionals legally allowed to write prescriptions - physicians (M.D., D.O.), physicians' assistants, or other advanced practitioners.

Users The total number of individuals registered in the System with a unique sign-on and authorized by Client to use the Licensed Software, Sublicensed Software, or Services as set forth in the Agreement.

Production Environments A single Cerner environment onto which Cerner Licensed Software is loaded.

Admissions + Outpatient Visits Sum of annual admissions plus the annual outpatient visits, whereas an outpatient visit is defined as a visit by a patient who either receives ambulatory services or is lodged in the hospital less than 24 hours while receiving medical, dental, or other services.

Calls The total number of end user calls permitted to the Cerner Consumer Care help desk per month.

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FACILITIES

Permitted Facilities. For use and access by these facilities:

Name Address City State/ Province Zip/Postal Code Country

Wisconsin Department of Corrections

3099 E Washington Ave Madison WI 53707-7925 United States

Chippewa Valley Correctional Treatment Facility

2909 E Park Ave Chippewa Falls WI 54729-3604 United States of America

Green Bay Correctional Institution

2833 Riverside Dr Green Bay WI 54301-1635 United States of America

Jackson Correctional Institution N6500 Haipek Rd Black River Falls

WI 54615-5404 United States of America

Racine Correctional Institution 2019 Wisconsin St Sturtevant WI 53177-1829 United States of America

Sturtevant Transitional Facility 9351 Rayne Rd Sturtevant WI 53177-1842 United States of America

Columbia Correctional Institution 2925 Columbia Dr Portage WI 53901-9485 United States of America

Milwaukee Secure Detention Facility

1015 N 10th St Milwaukee WI 53233-1446 United States of America

New Lisbon Correctional Institution

2000 Progress Dr New Lisbon WI 53950-1530 United States of America

Drug Abuse Correctional Center 4280 N. Sherman Road Winnebago WI 54985-0036 United States of America

Felmers O. Chaney Correctional Center

2825 N 30th St Milwaukee WI 53210-2051 United States of America

Dodge Correctional Institution 1 W Lincoln St Waupun WI 53963-1949 United States of America

Redgranite Correctional Institution

1006 County Road EE Redgranite WI 54970 United States of America

Fox Lake Correctional Institution W10237 Lake Emily Road Fox Lake WI 53933-0147 United States of America

Kenosha Correctional Center 6353 14th Ave Kenosha WI 53143-4903 United States of America

Kettle Moraine Correctional Institution

W9071 Forest Drive Plymouth WI 53073 United States of America

Waupun Correctional Institution 200 S Madison St Waupun WI 53963-2000 United States of America

Oakhill Correctional Institution 5212 County Hwy. M Oregon WI 53575 United States of America

Black River Correctional Center W6898 Bartos Rd Black River Falls

WI 54615-6407 United States of America

Milwaukee Women's Correctional Center

615 W Keefe Ave Milwaukee WI 53212-1465 United States of America

Lincoln Hills School W4380 Copper Lake Ave Irma WI 54442-9711 United States of America

Prairie du Chien Correctional Institution

500 E Parrish St Prairie Du Chien

WI 53821-2729 United States of America

Stanley Correctional Institution 100 Corrections Dr Stanley WI 54768-6500 United States of America

Wisconsin Secure Program Facility

1101 Morrison Dr Boscobel WI 53805-1180 United States of America

Taycheedah Correctional Institution

751 County Road K Fond Du Lac WI 54937-6007 United States of America

Gordon Correctional Center 10401 E County Road G Gordon WI 54838-9029 United States of America

Flambeau Correctional Center N671 County Road M Hawkins WI 54530-9400 United States of America

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The Grow Academy 4986 County Highway M Oregon WI 53575 United States of America

John C. Burke Correctional Center

900 S Madison St Waupun WI 53963-9675 United States of America

Marshall E. Sherrer Correctional Center

1318 N 14th St Milwaukee WI 53205-2520 United States of America

McNaughton Correctional Center 8500 Rainbow Rd Lake Tomahawk

WI 54539-9557 United States of America

Oregon Correctional Center 5140 Hwy. M Oregon WI 53575 United States of America

Robert E Ellsworth Correctional Center

21425A Spring St Union Grove WI 53182-9700 United States of America

Sanger B. Powers Correctional Center

N8375 County Line Road Oneida WI 54155 United States of America

St. Croix Correctional Center 1859 N. 4th St. New Richmond WI 54017 United States of America

Thompson Correctional Center 434 State Farm Rd Deerfield WI 53531-9561 United States of America

Winnebago Correctional Center 4300 Sherman Road Winnebago WI 54985 United States of America

Copper Lake School W4380 Copper Lake Ave Irma WI 54442-9711 United States of America

The parties may add or substitute Permitted Facilities by amending this section.

SOLUTION DESCRIPTIONS

Each solution with a Solution Description has a code noted in the "Solutions" section of this Amendment No. 10, and that code can be entered at https://solutiondescriptions.cerner.com to view the Solution Description. These Solution Descriptions are incorporated into this Amendment No. 10 by reference and may also be attached as an exhibit to this Amendment No. 10.

PASS-THROUGH PROVISIONS

Where pass-through provisions are applicable to third-party products and services, these provisions are referenced by a pass-through code in the "Solutions", “Equipment/Sublicensed Software”, “Professional Services”, “Application Management Services”, or “Managed Services” sections of this Amendment No. 10, and that code can be entered at https://passthroughprovisions.cerner.com to view the pass-through provisions. These pass-through provisions are incorporated into this Amendment No. 10 by reference, and may also be attached as an exhibit to this Amendment No. 10.

ADDITIONAL TERMS AND PROVISIONS

Client Responsibilities. Client agrees to comply with all applicable laws, rules, and regulations as they relate to its use of the Services and its provision of the Services to Users. Client or its Users must obtain all appropriate and necessary authorizations and consents to use or disclose any personally identifiable information in compliance with all federal and state privacy laws, rules, and regulations. Client must have security and privacy policies and procedures in place that govern its Users’ ability to access information on or through the Services and to prevent unauthorized access, use, and disclosure of personally identifiable information including, but not limited to, protected health information.

Medical Record. The Services do not constitute a medical record. Client and its Users are responsible for ensuring that the information sent through the Services is incorporated into the applicable patient’s medical record as necessary. Client acknowledges that the health information exchanged by Users may not include the individual’s full and complete medical record or history. Cerner may leverage a public cloud infrastructure to provide the Services.

DocuSign Envelope ID: 531D3C0F-57C0-48A6-83E7-1504E7EF10A2 https://solutiondescriptions.cerner.com/ https://passthroughprovisions.cerner.com/

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Access to Data. Cerner may use and disclose the Data as necessary to perform, analyze and improve the Services, to the extent permitted by law. Cerner may use and disclose performance and usage data for any purpose permitted by law so long as the data does not contain protected health information as defined under HIPAA or Client-specific identifiable information. Data means data that is collected, stored, processed or generated through Client’s use of the Services.

Right to Aggregate. Cerner may use or disclose protected health information, as defined by 45 C.F.R. 160.103, to provide data aggregation services as permitted by 45 C.F.R. 164.504(e)(2)(i)(B), including use for statistical compilations, reports and all other purposes allowed under applicable law.

De-identify and Use Rights. Cerner may de-identify protected health information in accordance with the standards set forth in 45 C.F.R. 164.514(b) and may use or disclose such data unless prohibited by applicable law.

Information Management Tools. Client acknowledges and agrees that the Services are information management tools, many of which contemplate and require the involvement of professional medical personnel, and because medical information changes rapidly, some of the medical information and formulas may be out of date. Information provided is not intended to be a substitute for the advice and professional judgment of a physician or other professional medical personnel. Client acknowledges and agrees that physicians and other medical personnel should never delay treatment or make a treatment decision based solely upon information provided through the Services. Client further acknowledges and agrees that the Services are not intended to diagnose disease, prescribe treatment, or perform any other tasks that constitute or may constitute the practice of medicine or of other professional or academic disciplines.

EQUIPMENT AND SUBLICENSED SOFTWARE MAINTENANCE TERMS

Maintenance Services for Equipment. Maintenance services for Equipment are: (a) initial determination of the source of the problem, problem management, critical situation escalation and recovery services; (b) dispatching and coordinating the activities of the third party maintenance supplier; (c) communicating with the third party maintenance supplier throughout the resolution of the issue; (d) field change orders; and (e) inclusion of Equipment issues in a tracking database. Maintenance services for Equipment do not include consumables.

Maintenance Services for Sublicensed Software. Maintenance services for Sublicensed Software are: (a) initial determination of the source of the problem, problem management, critical situation escalation and recovery services; (b) providing all new versions, modifications, and patches of Sublicensed Software that Cerner is authorized to distribute; (c) communicating with third party maintenance providers throughout the resolution of the issue, (d) inclusion of Sublicensed Software issues in a tracking database.

Maintenance Renewals. The initial term for maintenance is set forth in the “Equipment/Sublicensed Software” section of this Amendment No. 10., and automatically renews for additional periods of the same duration, unless Client - provides written notification of termination no less than 60 days prior to the expiration of the then-current period. Client will also notify Cerner of any Equipment items that are no longer being used by Client, and therefore no longer require maintenance. Cerner may terminate maintenance services if Client fails to pay invoices for maintenance.

Equipment Coverage Levels.

24x7 M-Su 4 HR. Monday through Sunday, 24 hours per day, 365 days per year, on-site coverage. Service effort is continuous until problem is resolved. 24x7 4 HR service does not guarantee that service will be completed same day due to part availability.

9x5 M-F 4 HR. Monday through Friday, 8 AM to 5 PM CST, on-site coverage. Service effort is continuous until problem is resolved, excluding country holidays. On-site coverage does not guarantee that service will be completed same day due to part availability.

9x5 M-F Next Business Day. Monday through Friday, 8 AM to 5 PM CST with the objective of completion the next business day.

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EQUIPMENT AND SUBLICENSED SOFTWARE MAINTENANCE TERMS

9x5 M-F Depot. Monday through Friday, 8 AM to 5 PM CST for service calls. Equipment is shipped to the manufacturer where it is repaired and returned to Client’s facility.

9x5 M-F Advanced Exchange. Monday through Friday, 8 AM to 5 PM CST for service calls. A replacement will be shipped the next business day and requires return of the replaced equipment within 15 days of receiving the replaced device. Service requests placed after 1 PM CST cannot be guaranteed next business day delivery. If more than one device is being requested for replacement, one will be Advance Exchange and the remaining will be returned on a best effort basis depending upon availability of replacements.

9x5 Su-Th 4 HR. Sunday through Thursday, 8 AM to 5 PM GST, on-site coverage. Service effort is continuous until problem is resolved, excluding country holidays. On-site coverage does not guarantee that service will be completed same day due to part availability.

Sublicensed Software Coverage Levels. Service effort is continuous until the problem is resolved.

24x7 M-Su Phone Support. Monday through Sunday, 24 hours per day, 365 days per year.

9x5 M-F Phone Support. Monday through Friday, 8 AM to 5 PM CST, for service calls.

9x5 Su-Th Phone Support. Sunday through Thursday, 8 AM to 5 PM GST, for service calls.

Changes to Maintenance Services. Changes to maintenance services must be requested in writing by Client, and will take effect within 60 days after receipt of a signed change order.

Technology components can be added to maintenance coverage if they are in good working order. If a component is not in good working order, Cerner can arrange for it to be repaired on a time and materials basis prior to being placed on maintenance.

Serial numbers must be provided.

Inventory. Client will review all Maintenance renewal letters to ensure accuracy, and to avoid charges for uncovered items.

Client will provide Cerner with any missing or incorrect serial numbers as soon as possible to keep records current. Client will notify Cerner when technology components are replaced.

Upgrades. Maintenance services do not include hardware/technology updates. Maintenance services include software updates once they become available and have been certified for use by Cerner.

Pricing and Allowances. Equipment and/or Sublicensed Software maintenance pricing and allowances granted by Cerner are confidential and are not to be discussed outside the context of this arrangement. Allowances are available for multi-year maintenance and prepaid terms of one year or greater. Prices do not include any applicable taxes.

Multi-Year Commitments. Fees associated with the initial term are deemed prepaid and are non-refundable.

HEALTHELIFE

(PY-27800C, PY-27801C, PY-27580C, PY-27581C, PY-27800-CW-C, PY-27801-CW-C, PY-27584-CW-C, PY-27585C, PY-27586C, PY- 27587-CW-C, PY-27588C, PY-27589C, PY-27811C, PY-27815C,PW-15150C, PW-15160C, PY-60125)

Website Requirements - User Terms. Client understands and agrees that Users will be required to register to be able to access the Services, and by registering, Users will be required to accept terms of use and privacy policy related to their access to the Services (collectively, the “Terms”), as may be modified from time to time. Client is fully and solely responsible for creating and maintaining these Terms. All such Terms shall be between User and Client; there are no third party beneficiaries of this Amendment No. 10. The parties understand that: (i) certain policies and procedures, as may be updated from time-to-time, regarding how the Services are provided are determined by Cerner (such as the use of cookies and site analytic information), and (ii) Client may be required by law or may otherwise choose to disclose such policies and procedures to Users within the Terms. Cerner will provide advance notice to Client of any material updates to them. Client warrants that all such Terms will

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HEALTHELIFE

(PY-27800C, PY-27801C, PY-27580C, PY-27581C, PY-27800-CW-C, PY-27801-CW-C, PY-27584-CW-C, PY-27585C, PY-27586C, PY-

27587-CW-C, PY-27588C, PY-27589C, PY-27811C, PY-27815C,PW-15150C, PW-15160C, PY-60125) accurately represent how the Services are provided by Cerner to Client. In addition, and at a minimum, the Terms shall: (i) require that Users may only use the Services, or portions thereof, exclusively as a reference or informational tool for their personal use; (ii) require that Users may not reproduce or distribute the Services, or portions thereof, for any commercial or other purpose; (iii) require that an User’s account may be terminated or suspended due to an User’s actual or suspected unauthorized, unlawful or otherwise objectionable use of the Services; (iv) disclaim all warranties on Cerner’s behalf; (v) disclaim all liability, of any kind or nature, of Cerner; and (v) provide for any other matters that Cerner may reasonably require from time to time.

Website Requirements - Unauthorized Use. Client shall promptly notify Cerner of any unauthorized use or infringement of the Services or the Cerner trademarks by Users or others, of which Client becomes aware. Cerner shall have the right, at its expense, to bring an action on account of such unauthorized uses or infringements. Client shall cooperate with Cerner in such action in such manner as Cerner may reasonably request, at Cerner's cost and expense.

CONSUMER SUPPORT HEALTHELIFE

(PY-27806C)

Initial Scope of Use Limits. Client’s initial scope of use limit is based on projections related to the size of Client’s organization and the number or registrations and appointments from the Client’s facilities compared to the call volume of similar clients. Actual call volume can vary greatly based on many factors, including how Client markets the Cerner solutions to patients and configuration choices made by Client.

Overage. Based on the need to ensure service levels for all clients 24 hours per day, 7 days per week, and 365 days per year, should Client call volume exceed the contracted scope of use limit for 3 consecutive months, Cerner and Client will work together to address the reason for the overage. If joint mitigation efforts do not help reduce call volume and month 4 once again exceeds the contracted scope of use, the agreed-upon monthly pricing will be adjusted as follows: (Original price per call) x (Past 3-month average) = New price starting in month 4.

Unused Calls. Client may not apply unused calls from any prior month to any future month.

Scope of Use Expansion. Consumer Support scope of use expansions may be added in bundles of 50 calls per month, at Cerner’s then-current fees.

© Cerner Corporation. All rights reserved. This document contains confidential and/or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written consent of Cerner.

This Scope of Services section defines the Service deliverables (“Scope”) for the Services set forth in this Amendment No. 10.

SCOPE OF SERVICES

This section defines the service deliverables ("Scope") for the services set forth in this Amendment No. 10.

This Scope describes the work effort required by Cerner and Client to successfully implement the solutions, workflows, and technologies set forth in this Amendment No. 10.

Scope Considerations; Control of Scope of Work. Cerner commits to delivering, in conjunction with Client, a design, build, test, and rollout of all applicable elements set forth in this Amendment No. 10. The build for all Licensed Software and Cerner Services will be based upon Cerner’s standard implementation processes. The project teams will reasonably accommodate design and build requests by Client, including non-Model Experience requests. Such requests may result in changes to project timelines and budget. Customization of reports, views, MPages, and rules are only included if specifically noted.

Client and Cerner must fulfill their responsibilities and adhere to the other requirements and descriptions set forth herein to meet the goals of an ‘on-time’ and ‘on-budget’ project. Modifications to this Scope shall be mutually agreed upon by Cerner and Client’s executive steering committee and set forth on a new Ordering Document including changes in resources, professional services fees, and project timelines.

Project Start Date. The project start date will be based on the Effective Date of this Amendment No. 10. Cerner requires a minimum of 90 days from the Effective Date to accommodate project staffing requests. After the project start date, Cerner and Client will begin activities such as planning, staffing, and technology activities.

Fixed Fee Implementation. For fixed fee implementations, the scope of the implementation is based on the specific assumptions set forth herein and in the scope of work for the solutions being implemented (the “Solution Detail Scope”). Each party (or its designee) will fulfill project responsibilities assigned to such party in this Scope and in the Solution Detail Scope(s). This Scope and the Solution Detail Scope(s) describes the solutions to be implemented, duration of the implementation, and the Services to be performed. Any changes to assumptions, tasks, duration, services or resources may result in additional fees, and will only become effective upon written approval by both parties.

Travel, Lodging, Out-of-Pocket Expenses and Per Diem Rates. The fees in this Amendment No. 10 do not include travel, lodging, per diem, or other out-of-pocket expenses. Such fees will be billed monthly as incurred.

SCOPE NOTES

Cerner will provide professional service resources to implement an ADT outbound and an Orders outbound interface from Cerner Millennium to Cerner OPENLink for a Cerner Forms Suite project.

SOLUTION DETAIL SCOPE

Third-Party Services. Capitalized terms used in third-party Scope shall have the meanings ascribed to them herein, or as set forth in the applicable third party’s pass-through provisions. Where there is a conflict between the definitions in third-party Scope and the Agreement, the definitions in this Scope of Services section shall control, but only with regards to the subject matter set forth herein.

© Cerner Corporation. All rights reserved. This document contains confidential and/or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written consent of Cerner.

FORMS SUITE FOR CLINICAL WORKFLOWS (MILLENNIUM OR SOARIAN)

(CT-CFS-CLINMILL_SETUP)

Cerner Responsibilities

• Build Cerner Forms Suite environment to support clinical signature workflows

• Build up to 20 form templates

• Train Client on configuration and maintenance of form build

• Integrate cloud content for surgical workflows

• Guide Client in forms design for optimal workflow

• Guide Client in Cerner Model Experience workflows and processes related to signature capture

• Consult on integration points related to upstream and downstream workflows related to document imaging

• Train Client on signature device installation process and workflow

Client Responsibilities

• Provide resources for participation and completion of all implementation events

• Complete testing scenarios and testing activities

• Provide production-ready forms and/or form content

PATIENT ESIGNATURE SETUP

(CT-ESIG-SETUP)

• Build the defined number of electronic forms

• Review design topics including forms design and document types

Client Responsibilities

• Build and test electronic forms post conversion

• Provide production-ready forms in PDF file format

• Manage all content changes to forms including, but not limited to, logos, verbiage, headers or footers

Deliverables • Install and configure Patient eSignature for defined delivery methods

• Train Client on installation and configuration of capture workstations

Project Assumptions

• This Scope assumes 1 non-production and 1 production domain.

• If number of forms is not met prior to conversion, scope is assumed fulfilled

• If mobile, Client’s Cerner Millennium domain is onboarded or in process of onboarding to

Millennium+

CERNER WORKFLOW AUTHENTICATION SETUP

(CTS-CERN-WORKAUTHC)

Tasks/Activities

• Identify Client organizational, clinical, and technical basis including:

o Current solutions in the current production domain o Solutions and sites scheduled to go live through the documented Cerner Millennium solution roll-out schedule

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CERNER WORKFLOW AUTHENTICATION SETUP

(CTS-CERN-WORKAUTHC)

o Authentication requirements specific to Client’s business model o Current computing infrastructure o Technical initiatives

• Identify advanced authentication methods to be used

• Identify existing software distribution technologies

• Provide a high-level analysis and recommendation regarding the integration of physical and system access (if applicable)

• Produce the project plan consisting of recommended configurations, integrations, and technologies as identified

• Identify Client-defined end-states as defined by Client’s requirements and produce gap-analysis and high-level recommendations

• Manage the project

Deliverables • Install and configure advanced authentication devices and workflow authentication policies

• Validate and test the advanced authentication solution with production pilot group

• Provide the following training:

o Administrator training: conduct a 1 day on-site session focusing on training Client-assigned authentication administrator on the architecture overview, authentication policies, software deployment options, and reporting o Help-desk training: conduct training sessions on resolving common technical problems and identifying advanced authentication resources for technical assistance o End-user training: coordinate with Client in setting up and scheduling end-user education sessions that cover the following:

End-user enrollment for advanced authentication management Changes to expect in current workflows Support path during and after deployment

• Client will provide a minimum of 1 workstation per operating system configured with all identified applications and accounts for workflow authentication.

• Client is familiar with the core technologies used in Cerner Workflow Authentication.

• All work will be performed at Client’s location unless otherwise noted or agreed upon.

• Services set forth herein cover each workflow enabled inclusive of multifactor authentication workflows, re-authentication workflow, or regulatory advanced authentication workflows, as applicable; including but not limited to integration with either Imprivata Confirm ID for Electronic Prescribing of Controlled Substances (EPCS) or Imprivata Confirm ID for clinical workflows, or both.

EPCS SETUP

(PS-23500C)

• Perform build and foreign system interface changes, if required, to maintain and enhance ePrescribe functionality for Electronic Prescribing for Controlled Substances (EPCS)

• Perform optimization of the discharge order action of up to 10 Order Entry Formats, if required

• Provide Regulatory Consultant who will perform the following tasks, if needed:

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EPCS SETUP

(PS-23500C)

o Provide guidance and best practices for identity proofing/credentialing o Provide expertise and research around state-based pharmacy laws, boards and rules o Provide guidance around nomination and approval of access controls (dual factor authentication) o Provide guidance regarding requirement for ongoing security analysis

• Build and test EPCS functionality in 1 non-production domain and 1 production domain

• Create ePrescribe relationships in Bedrock and assign the EPCS service level for up to 100 providers (as a pilot)

• Provide 1 trainer conversion preparation event

• Provide 1 maintenance training event

• Provide go-live support during normal business hours (8 AM CST – 5 PM CST)

Client Tasks/Activities

• Obtain a digital certificate generated from a certificate authority (or Client representative) for 1 non-production domain and for 1 production domain

• Create remaining ePrescribe relationships in Bedrock and assign the EPCS service level to those Security Parameter Index (SPI) relationships

• Providers utilizing EPCS functionality must be registered with the Cerner Hub and SureScripts via the Bedrock Wizard to obtain a unique SPI for each facility from which they will be electronically prescribing.

• Drug Enforcement Administration (DEA) regulation requires providers wishing to e-prescribe controlled substance prescriptions be both nominated and approved for this service level; this will occur via the Bedrock Wizard and will require Client input/interaction.

• Cerner’s standard print requisitions have been updated to include the necessary DEA components in relation to EPCS; if Client has custom requisitions, Client must make the necessary modifications or utilize the services of a specialized team at Cerner.

• All activities will occur remotely.

HEALTHELIFE SETUP

(PY-27801C)

Defined Terms • Cerner Technology Center(s) (CTC) means the data center facilities intended to provide uninterrupted power and service for Cerner-hosted solutions.