DLA-20

NATIONAL COUNCIL FOR MENTAL WELLBEING

CONSULTING AGREEMENT

THIS AGREEMENT (“Agreement”) is entered into between NATIONAL COUNCIL FOR BEHAVIORAL HEALTH DBA “NATIONAL COUNCIL FOR MENTAL WELLBEING” (“NATIONAL COUNCIL”) and UTAH DEPARTMENT OF HEALTH AND HUMAN SERVICES (“CLIENT”) as of May 1, 2026 (Effective Date”). CLIENT and NATIONAL COUNCIL may be referred to individually as a “Party” or collectively as the “Parties.”

WHEREAS, the NATIONAL COUNCIL has developed a coordinated system of providing consulting and technical assistance in the field of behavioral healthcare;

WHEREAS, CLIENT wishes to enter into the Agreement in order to obtain these consulting and technical services;

WHEREAS, Willa S. Presmanes and Jensen, M.Ed., MA, (“PRESMANES AND JENSEN”), have authored certain copyright-protected works registered with the United States Copyright Office, including but not limited to DLA-20 Adult Mental Health (TX 9-489-593); DLA-20 Anchors (TX 9-488-007); DLA-20 Self Report (TX 9-488- 002); DLA-20 Alcohol And Drugs (TX 9-489-598); DLA-20 Intellectual Disability (TX 9-489-595); DLA-20 Youth Mental Health (TX 9-489-596) and DLA-20 Functional Assessment Guide To Measuring Outcomes and other curriculums, audiovisual, and written materials and supplemented from time-to-time to support clinical staff training events at Community Behavioral Healthcare Organizations (“CBHOs”) and provide clinical staff with assessment tools for use in patient evaluations;

WHEREAS, The NATIONAL COUNCIL shall serve as the sole contracting arm for the licensing, marketing, billing, administrative processing, and contractual execution related to the Services and Work developed by the CONSULTANT for third parties;

WHEREAS, DLA-20 INSIGHTS will provide consulting and training Services to CLIENT exclusively through the NATIONAL COUNCIL;

WHEREAS, DLA-20 INSIGHTS and the NATIONAL COUNCIL have partnered to provide a full range of consulting services to health care agencies, including without limitation, CBHOs, large health systems, managed care entities, and state and county behavioral health systems (collectively, "Health Care Agencies");

WHEREAS, DLA-20 INSIGHTS provides, as a requirement for continued use of its Tools, ongoing periodic consultation online via Internet or onsite to ensure fidelity to the DLA assessment process;

WHEREAS, the NATIONAL COUNCIL has contracted with CLIENT to provide DLA-20 training;

WHEREAS, CLIENT has requested that DLA-20 INSIGHTS provide onsite, or Internet based online training and consultation using said DLA-20 Tools as the basis for the training and consultation; and

WHEREAS, DLA-20 INSIGHTS agrees to provide said training and consultation;

NOW THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, the mutual promised contained herein, and other good and valuable consideration, CLIENT agrees to the following conditions regarding use of DLA-20 Tools:

SCOPE OF SERVICES: DLA-20 INSIGHTS will provide to CLIENT the following Services:

DLA-20© Trainer Module for One DLA-20 Tool This module includes an in-depth interactive train-the-trainer series for up to 12 staff on one DLA-20 tool.

Upon successful completion staff will be certified trainers on one DLA-20 tool and will be able to train staff within their agency to administer the DLA-20. The trainers will receive a full training packet including power points, vignettes, handouts, and additional tools including graphs to ensure the DLA-20 is integrated through the full treatment process.

What is Included:

• 1 Hour of Pre-Planning

• 4 DLA-20 Train-the-Trainer sessions (Each session is two hours) – Total of 8 Hours

• Review and individualized feedback on required assignments

DLA-20 INSIGHTS’s support staff will provide the client information on what virtual meetings their local staff members need to schedule and when, along with who needs to be in those meetings and this will be accomplished by DLA-20 INSIGHTS support staff providing an automated website link that allows each client to select the desired meeting dates from the dates that are currently open on DLA-20 INSIGHTS’s consulting calendars. However, the client is responsible for identifying a point person who will oversee internal communication, internal document distribution and collection, as well as reviewing consultant availability and selecting dates that work for the client’s team members.

Time Frame of Work: Up to three months

Cost of Consultation: $10,000.00 Fixed cost payable at the beginning of the project.

Date”). In the event that CLIENT terminates this Agreement within thirty (30) days of the Consultation Date(s) as set forth on this Exhibit A, CLIENT shall (a) reimburse NATIONAL COUNCIL for all fees and expenses incurred by NATIONAL COUNCIL and Consultant up to the Termination Date in accordance with the billing procedures set forth in this Agreement and (b) in addition, if, during the thirty (30) day notice period, NATIONAL COUNCIL is unable to reschedule the Consultant to provide Services to another CLIENT on the Consultation Date(s), CLIENT shall pay NATIONAL COUNCIL the full amount due to NATIONAL COUNCIL for any Consultation Date(s) for which NATIONAL COUNCIL is unable to reschedule Consultant.

Please note: CLIENT understands that at the end of termination of this Agreement, they will need to be recertified in order to continue utilizing the DLA-20 assessment tools in accordance with applicable standards and licensing requirements. Notwithstanding the requirement that trainers must participate in the mandatory two-hour recertification training, the initial recertification fee shall be waived for the September 2027 recertification cycle. Beginning in September 2029, a standard recertification fee per person shall apply biennially

TERMINATION: This Agreement to use Presmanes and Jensen Tools may be terminated at any time upon mutual consent of both Parties and termination must be in writing. In the event of termination of this Agreement for any reason whatsoever, the CLIENT covenants and agrees that CLIENT will immediately cease using Presmanes and Jensen Tools and shall not sell, assign, or transfer in any way the Presmanes and Jensen Tools, whether for compensation or gratuitously to any person or entity.

USE RESTRICTIONS AND CERTIFICATION REVOCATION

CLIENT is authorized to use the DLA-20 assessment tool solely for the purpose of training and certifying their own employees. CLIENT shall not train, certify, or otherwise provide access to the DLA-20 tool or related materials to any third party, subcontractor, or entity outside of their organization without prior written consent from the NATIONAL COUNCIL. For the purpose of this contract, the NATIONAL COUNCIL has provided CLIENT permission to allow for the training of 1 individual from each of the Intermountain Health and the University of Utah Health Care agencies. This will allow these agencies to train and support their internal teams in the use of the DLA-20 tool.

CLIENT agrees not to modify, alter, copy, reverse-engineer, sublicense, distribute, or otherwise misuse the DLA-20 tool, its materials, or any proprietary content associated with it.

Any violation of these terms shall constitute a material breach of this Agreement and may result in the immediate termination of this Agreement at the sole discretion of the NATIONAL COUNCIL, including the revocation of CLIENT’s certification rights and access to the DLA-20 tool and related materials.

SURVIVAL. CLIENT’s obligations under the following headings will survive the termination of this Agreement:

• Term and Termination

• Use Restrictions and Certification Revocation

• Notices

• Indemnification

• Confidentiality

• Governing laws

• Disputes

• Venue

• Waiver of Trial by Jury

• Entire Agreement

NOTICES:

Notices to NATIONAL COUNCIL FOR BEHAVIORAL HEALTH DBA NATIONAL COUNCIL FOR MENTAL WELLBEING will be addressed as follows:

Fadela Belhaj, Contracts Administrator

NATIONAL COUNCIL FOR BEHAVIORAL HEALTH DBA NATIONAL COUNCIL FOR MENTAL WELLBEING

1400 K Street NW, Suite 1050 Washington, DC 20005 202-849-4927 FadelaB@TheNationalCouncil.org

Notices to UTAH DEPARTMENT OF HEALTH AND HUMAN SERVICES will be addressed as follows:

Misty Thompson Case Management Coordinator Utah Department of Health and Human Services 195 North 1950 West Salt Lake City, UT 84116 385-282-8440 mistythompson@utah.gov

Notices to UTAH DEPARTMENT OF HEALTH AND HUMAN SERVICES ACCOUNTS PAYABLE, will be addressed as follows:

Misty Thompson

ASSIGNMENT: Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned in whole or in part, by either Party without prior written consent of the other Party.

AMENDMENT AND EXTENSION. This Contract may only be modified or amended by written document expressly describing any such modification or amendment, signed by all Parties.

NO LEGAL SERVICES. The Parties acknowledge that NATIONAL COUNCIL does not give legal advice and that NATIONAL COUNCIL has not been retained to render legal advice. CLIENT hereby acknowledges and agrees that any advice, materials, papers, presentations, webinars, representations, proposals, statements concerning any laws or regulations, opinions, recommendations, or information of any kind ("Work Product"), whether written or oral, provided by NATIONAL COUNCIL, or its Consultant, in connection with the Services does not constitute a warranty, guarantee or assurance that the Work Product will survive legal or regulatory challenge or scrutiny. CLIENT further acknowledges and agrees that:

(a) NATIONAL COUNCIL is not undertaking a financial audit of CLIENT’s operations or finances; and

(b) NATIONAL COUNCIL is not responsible for:

(i) Billing errors made by CLIENT or its agents or employees; nor

(ii) For any matters that are not specifically disclosed or brought to the attention of NATIONAL COUNCIL during the course of the Engagement.

NATIONAL COUNCIL is not undertaking any obligation to advise CLIENT of future changes in best practices, or state or federal laws or regulations that may have a bearing on the Services provided under this Agreement.

COMPLIANT WITH LAW. CLIENT acknowledges that if a health care provider and funded, in part, by federal and/or state funds, it must comply with applicable federal and state laws including fraud and abuse laws.

CLIENT represents and warrants as follows:

(a) CLIENT is currently in compliance with all applicable federal, state and any applicable health care laws, including fraud and abuse laws;

(b) CLIENT is not a target or subject of a federal or state criminal, civil or administrative investigation, action or proceeding, including a potential federal or state health care laws;

(c) CLIENT is not a Party to a criminal, civil or administrative action or proceedings concerning a potential violation of federal or state health care laws;

(d) CLIENT is not currently excluded, debarred or suspended from participating in any federal or state health care programs.

During the term of this Agreement, CLIENT shall take steps to ensure that it conducts its business in compliance with applicable federal and state health care laws. CLIENT shall notify NATIONAL COUNCIL if it becomes the subject or target of a federal or state criminal, civil or administrative proceeding concerning a potential violation of any federal or state health care law or if it is excluded, debarred or suspended from participation in a federal or state health care program.

RECORDS. CLIENT will make all books, records, and personnel available to NATIONAL COUNCIL and Consultant as necessary for the performance of the Services.

FULL DISCLOSURE. CLIENT will fully disclose all information to NATIONAL COUNCIL and Consultant that is necessary for the performance of the Services (by DLA-20 INSIGHTS).

CONFIDENTIAL INFORMATION. DLA-20 INSIGHTS and NATIONAL COUNCIL agree that this contract is a public document and may be posted on CLIENT's website. Related purchase orders, pricing documents, and invoices will also be public documents and may be available for public and private distribution in accordance with the State’s Government Records Access and Management Act (“GRAMA”). CLIENT is not obligated to inform the Contractor of any GRAMA requests or releases. DLA-20 INSIGHTS and NATIONAL COUNCIL agree to comply with the requirements of GRAMA, including 63G-2-305(2) and 63G-2-309, and that only commercial or proprietary information provided to CLIENT under this agreement in accordance with Utah Code 63G-2- 305(2) and 63G-2-309 will be considered “Confidential Information”.

NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. CLIENT shall not disclose the Confidential Information of NATIONAL COUNCIL or DLA-20 INSIGHTS to anyone not a Party to this Agreement, nor shall CLIENT copy or reproduce any Confidential Information of NATIONAL COUNCIL or DLA-20 INSIGHTS unless expressly authorized to do so by NATIONAL COUNCIL or DLA-20 INSIGHTS in writing. CLIENT may disclose the Confidential Information of NATIONAL COUNCIL or DLA-20 INSIGHTS only to its employees who have a need to know the Confidential Information in order to accomplish the purpose of this Agreement and who (i) have been informed of the confidential and proprietary nature of such Confidential Information; and (ii) have agreed not to disclose such Confidential Information to any other person or entity. In order to preserve and protect the confidential or proprietary nature of any Confidential Information and to prevent such Confidential Information from falling into the public domain or into the possession of persons not bound to maintain its confidentiality, CLIENT shall handle the Confidential Information with the same degree of care that CLIENT uses to protect its own confidential information, but no less than reasonable care. CLIENT agrees that its obligations under this section will survive for three (3) years after termination of this Agreement. Notwithstanding anything to the contrary above, if CLIENT receives any of NATIONAL COUNCIL’s or DLA-20 INSIGHTS’s trade secrets, CLIENT agrees that it will handle the trade secrets with the same degree of care that CLIENT uses to keep secret its own trade secrets, but no less than reasonable care, and CLIENT is obligated to keep NATIONAL COUNCIL’s or DLA-20 INSIGHTS’s trade secrets secret until such time as such trade secrets become publicly known, through no fault of CLIENT.

WORK PRODUCT. CLIENT agrees that DLA-20 INSIGHTS maintains all ownership rights to all research, working papers, presentations and work product (“collectively, “Work Product”) created pursuant to the Agreement and that CLIENT has no ownership interest in any such research, working papers, or Work Product. Furthermore, CLIENT may not disclose any such research, working papers, or Work Product to any third Party without DLA-20 INSIGHTS’s prior written consent.

LIMITATIONS. The confidentiality provisions of this Agreement will not apply to:

(a) information which at the time of disclosure is generally available to the public; or

(b) information which after disclosure by either Party becomes published or generally available to the public, otherwise than through any act or omission on the part of the Parties; or

(c) information which either Party can show was in its possession at the time of disclosure and which was not acquired directly or indirectly from the other Party; or

(d) information rightfully acquired from others who did not obtain it under pledge of secrecy to either Party; or

(e) information required to be disclosed pursuant to a court, federal regulatory agency, or state regulatory agency order, or required to be disclosed pursuant to any federal or state statutory or regulatory provision

REMEDY. In the event CLIENT breaches or threatens to breach any of the provisions of the Confidential Information section of this Agreement, NATIONAL COUNCIL is entitled to an injunction restraining CLIENT from disclosing any such information or knowledge. Nothing contained herein will be construed as prohibiting or in any way limiting NATIONAL COUNCIL from pursuing any other remedy available to NATIONAL COUNCIL for such breach or threatened breach, including the recovery of damages from CLIENT.

SEVERABILITY. In the event any term or provision of this Agreement is declared to be invalid or illegal for any reason, this Agreement will remain in full force and effect and the same will be interpreted as though such invalid and illegal provision were not a part thereof. The remaining provisions will be construed to preserve the intent and purpose of this Agreement, and the Parties will negotiate in good faith to modify the provisions held to be invalid or illegal to preserve each Party’s anticipated benefits thereunder.

BINDING EFFECT; ASSIGNMENT. The Agreement will be binding on the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other (which consent will not be unreasonably withheld); provided however, that NATIONAL COUNCIL may assign this Agreement, in whole or in part, to any entity that controls, is controlled by, or is under common control with NATIONAL COUNCIL.

INDEPENDENT CONTRACTORS. CLIENT, NATIONAL COUNCIL and Sub Consultant are separate and independent entities. The relationships between CLIENT, NATIONAL COUNCIL and Sub Consultant are purely contractual and neither CLIENT, NATIONAL COUNCIL nor Sub Consultant or their employees or agents, will be considered the employee or agent of any other.

WAIVER. No obligation of either Party under this Agreement may be waived except by mutual written Agreement of both Parties. The failure of a Party, at any time, to enforce any provision of this Agreement will not be construed as a waiver of the provision. Until each Party has completely performed all of its obligations under this Agreement, the other Party will be entitled to invoke any remedy available to it under this Agreement or at law. Furthermore, a waiver of one provision of this Agreement will not be construed as a waiver of any other provision, nor will it be construed as a waiver of the same or similar provisions in the future.

THIRD PARTIES. No term or provision of this Agreement is for the benefit of any person who is not a Party hereto (including, without limitation, any Consultant), and no such Party will have any right or cause of action hereunder.

CONFLICT OF INTEREST. Parties agree that they will adhere to the following:

(a) CLIENT agrees that during the term of this Agreement and for a period of 12 months following the termination of this Agreement CLIENT shall not make any solicitation to employ or to otherwise hire NATIONAL COUNCIL’s personnel without the written consent of NATIONAL COUNCIL.

(b) CLIENT affirms, to the best of his/her knowledge, no actual or potential financial conflict of interest exists between Consultant’s family, business and the Services provided under this Agreement. In the event of change in private interests during the term of this Agreement, or any question regarding possible conflict of interest, CLIENT will bring the facts/questions to the attention of NATIONAL

COUNCIL.

(c) CLIENT shall not be a near relative to a NATIONAL COUNCIL employee, who is in a decision-making position, with respect to CLIENT’s performance under this Agreement.

FORCE MAJEURE. Except for payment of sums due (which can never be excused by force majeure), neither Party shall be liable to the other nor deemed in default under this Agreement if and to the extent that such Party’s performance of this Agreement is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes acts of God; acts of the public enemy;

war; terrorism, and events related to such acts; pandemic; riots; strikes; mobilization; labor disputes; civil disorders; fire; flood; lockouts; injunctions-intervention-acts; or failures or refusals to act by government authority; and other similar occurrences beyond the control of the Party declaring force majeure which such Party is unable to prevent by exercising reasonable diligence.

(a) Force majeure shall not include the inability of either the Consultant or any subcontractor to acquire or maintain any required insurance, bonds, licenses or permits under the terms of this Agreement.

(b) If either Party is delayed at any time in its obligations under this Agreement by force majeure, the delayed Party shall notify the other Party in writing of such delay, as soon as is practicable and no later than the following working day, of the commencement thereof and shall specify the causes of such delay in such notice. Such notice shall be sent in accordance with Section 5 above, and shall make a specific reference to this Section 6.10(b), thereby invoking its provisions. The delayed Party shall use its best efforts to cause such delay to cease as soon as practicable and shall notify the other Party in accordance with Section 5 above when it has done so. The time of completion of the delayed Party’s obligations shall be automatically extended for a period of time equal to the time of the force majeure.

SAFTEY PRECAUTIONS. In the event of health threats as determined by the World Health Organization, the Centers for Disease Control, or local government authority or health agencies (including but not limited to the health threats of COVID-19, H1N1, or other similar infectious diseases), curtailment of transportation facilities, or other similar occurrence beyond the control of the NATIONAL COUNCIL, where any of those factors, circumstances, situations, or conditions or similar ones prevent, dissuade, or unreasonably delay the performance of the Agreement. NATIONAL COUNCIL may at its sole discretion offer all consultation(s) and or training(s) virtually to the CLIENT.

INDEMNITY. Intentionally deleted.

LIMITATION OF LIABILITY. Except for a breach in confidentiality and gross negligence, in no event will:

(i) NATIONAL COUNCIL BE HELD LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT

OR OTHERWISE, ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER OR NOT CLIENT

HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR

(ii) NATIONAL COUNCIL be liable to CLIENT for attorney’s fees and related costs incurred by CLIENT, except for NATIONAL COUNCIL’s indemnification obligations set forth above, or

(iii) The aggregate amount of liability of NATIONAL COUNCIL and Consultant for damages or allowed damages under or in connection with this Agreement, whether in contract, tort, or any other legal theory, shall not exceed the total amounts paid or payable by CLIENT hereunder.

GOVERNING LAW. This Agreement will be governed by the laws of the District of Columbia (without regard to its conflict of laws provisions).

DISPUTE RESOLUTION. The Parties will attempt in good faith to resolve any dispute or claim arising out of or in relation to this Agreement through negotiations between a director of each of the Parties with authority to settle the relevant dispute. If the dispute cannot be settled amicably within thirty (30) days from the date on which either Party has served written notice on the other of the dispute then the aggrieved Party must commence an action, suit or proceeding in a court of competent jurisdiction in the District of Colombia.

VENUE. In the event of litigation, venue for any claim shall lie exclusively in a court of competent jurisdiction in the District of Columbia. Each Party: (a) agrees that it is subject to the exclusive jurisdiction of such courts, (b) expressly waives any and all arguments that such courts are inappropriate or inconvenient, and (c) shall be responsible for the substantially losing Party’s attorneys’ fees and costs for such litigation.

WAIVER OF TRIAL BY JURY. Each Party irrevocably waives, to the maximum extent permitted by law, all rights to trial by jury and all rights to immunity by sovereignty or otherwise in any action, proceeding or counterclaim arising out of or relating to this Agreement. If a Party fails to withdraw a request for a jury trial in a lawsuit arising out of this Agreement after written notice by the other Party of violation of this

Section, the Party making the request for jury trial shall be liable for the reasonable attorneys’ fees and costs of the other Party in contesting the request for jury trial, and such amounts shall be awarded by the court in adjudicating the motion.

ENTIRE AGREEMENT. This contract constitutes the entire agreement between CLIENT and the NATIONAL COUNCIL with respect to use of Presmanes and Jensen Tools. There are no other oral or written Agreements relating to the subject matter of the Contract, unless expressly referred to herein. This Contract may only be modified or amended by written document expressly describing any such modification or amendment, signed by both Parties. Any headings preceding the text of the several Sections and subparagraphs of this Agreement are inserted solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect its meaning, construction, or effect.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized officers or agents as of the effective date.

NATIONAL COUNCIL FOR BEHAVIORAL HEALTH

DBA NATIONAL COUNCIL FOR MENTAL WELLBEING

By: _______________________________ ____________________

UTAH DEPARTMENT OF HEALTH AND HUMAN SERVICES

By: _______________________________ _______________________

EXHIBIT A

AUTOMATED CLEARING HOUSE (“ACH”)

PAYMENT INSTRUCTIONS

To initiate an ACH/Wire transfer payment(s), all payment(s) to the following bank account: