STATE OF NEW JERSEY

PARTICIPATING ADDENDUM

Pursuant to NASPO ValuePoint Contract for MMIS- Provider Services Module

LEAD STATE CONTRACT # 18091790060, Solicitation # DPHHS-RFP-2018-0127JT

This Participating Addendum is made by and between, Acentra Health, LLC, whose address is 1600 Tysons Blvd, Suite 1000, McLean, VA 22102 (“Contractor”), and the State of New Jersey, Department of the Treasury, Division of Purchase and Property (“State”) whose address is 33 West State Street, 8th Floor, P.O. Box 039, Trenton, New Jersey 08625, on behalf of the State of New Jersey and all “Authorized Purchasers”, as defined below. For clarification of references throughout this document, the term “State,” in any form, refers to the State and any Authorized Purchaser, unless otherwise indicated. Capitalized terms used but not defined shall have the meaning ascribed to them in the Master Agreement.

WHEREAS, pursuant to N.J.S.A. 52:34-6.2, the Director of the Division of Purchase and Property (“Director”), within the New Jersey Department of the Treasury (“Division”) “may enter into cooperative purchasing agreements with one or more states for the purchase of goods and services;” and

WHEREAS, the State of Montana (“Lead State”) and Contractor have entered into Master Agreement #18091790060 in accordance with the state of Montana’s Solicitation for MMIS- Provider Services Module; and

WHEREAS, via Amendment 1 to the Master Agreement executed in July 2024, the Contract was amended to reflect that Client Network Services, LLC (CNSI) became Acentra Health. Subsequently, in August 2024, Amendment 2 was executed to further modify the Contract, updating Acentra Health to Acentra Health, LLC; and

WHEREAS, the Director has determined that entering into a Participating Addendum with Contractor is the most cost-effective method of procuring these products and services, and that it is in the best interest of the State to enter into a Participating Addendum with Contractor; and

WHEREAS, the parties seek to enter into this Participating Addendum to memorialize the terms of their contractual relationship;

NOW THEREFORE, for good and valuable consideration, receipt of which hereby acknowledged, the parties to this Participating Addendum hereby agree as follows:

1.0 Term and Extension Option; Order of Precedence; Entire Agreement:

A. The base term of this Participating Addendum shall be effective for a period of seven (7) years. This

Participating Addendum may be extended up to three (3) years with no single extension exceeding one (1) year, by the mutual written consent of the Contractor and the Director at the same terms, conditions, and pricing at the rates in effect in the last year of this Participating Addendum or rates more favorable to the State. The total term of this Participating Addendum, including both the base and extensions, may not exceed ten (10) years.

B. The entire agreement, and all rights and obligations between the parties, shall consist of the following documents (which shall be collectively referred to as the “New Jersey Participating Addendum”:

1. This document;

2. The State of New Jersey Software as a Service (“SaaS”) Supplement to the State of New

Jersey Standard Terms and Conditions, attached hereto as Exhibit A;

3. The State of New Jersey Standard Terms and Conditions, attached hereto as Exhibit B;

4. New Jersey Clarifications & Requirements, attached hereto as Exhibit C;

5. New Jersey Provider Pricing Schedules, attached hereto as Exhibit D;

6. The Master Agreement and Amendments to the Master Agreement, including its attachments and exhibits, attached hereto as Exhibit E;

7. The Solicitation, attached hereto as Exhibit F;

8. The Contractor’s Response to the Solicitation, attached hereto as Exhibit G; and

9. Future order specific documents, in the following order:

a. A Contractor supplied scope of work as applicable, approved in writing by the Authorized Purchaser;

Docusign Envelope ID: A7328318-32FD-8B08-8229-19C31685257C

b. A Purchase Order issued by an Authorized Purchaser against the New Jersey Participating Addendum;

The documents comprising the New Jersey Participating Addendum shall be read to be consistent and complementary. In the event of any conflict between the terms of the documents comprising the New Jersey Participating Addendum, the conflict shall be resolved by giving priority to the documents in the order listed above.

C. The New Jersey Participating Addendum sets forth the entire agreement between the parties and supersedes all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof.

D. Terms and conditions, including but not limited to any software license or service level agreement, applicable to the New Jersey Participating Addendum are those expressly accepted by the Lead State, attached to the Master Agreement as an Exhibit or an Attachment as of the Effective Date of this New Jersey Participating Addendum, as may be superseded, amended or rejected by this New Jersey Participating Addendum.

E. Amendments – This New Jersey Participating Addendum may not be amended except in a writing signed by both parties.

F. In the event the Lead State approves Contractor to offer new or additional Products and Services under the Master Agreement after the Effective Date of this New Jersey Participating Addendum and such Products or Services incorporate any different, inconsistent, or additional terms and conditions into the Master Agreement, including, but not limited to any software license agreement or service level agreement, such terms and conditions shall not be made part of the New Jersey Participating Addendum without a written amendment to the New Jersey Participating Addendum signed by both parties.

G. In the event that Contractor presents terms and conditions, including but not limited to software license agreement or service level agreement, in response to an order by an Authorized Purchaser, through any medium whatsoever, that have not been previously accepted by the Division as part of this New Jersey Participating Addendum, or as an amendment to this New Jersey Participating Addendum, are expressly rejected and shall not become part of the New Jersey Participating Addendum.

H. References to external documentation

1. Any external information incorporated by reference within any of the documents comprising the New Jersey Participating Addendum, including, without limitation, click-through, shrink-wrap, software license agreements or service level agreements, are subject to the terms and conditions of this New Jersey Participating Addendum. In the event of a conflict, the terms of this New Jersey Participating Addendum shall prevail. Additional terms and conditions contained in a document incorporated by reference within any of the documents comprising the New Jersey Participating Addendum may be accepted but must be set forth in an exhibit to this New Jersey Participating Addendum.

2. Any changes in the information incorporated by reference by any of the documents that comprise the New Jersey Participating Addendum, including, without limitation, click-through, shrink-wrap, software license agreements or service level agreements, are subject to the terms and conditions of this New Jersey Participating Addendum. In the event of a conflict, the terms of this New Jersey Participating Addendum shall prevail. Additional terms and conditions contained in a document incorporated by reference may be accepted but must be set forth in an exhibit to this New Jersey Participating Addendum.

2.0 Scope of Services

A. The scope of Products and Services that may be purchased by Authorized Purchasers shall be those

Products and Service offerings awarded under the Master Agreement.

3.0 Definitions

A. “Authorized Purchasers” under this New Jersey Participating Addendum shall mean:

1. Any State-Level government agency, department, office, instrumentality, division, unit or other entity in the Executive Branch;

2. Any county, borough, city, municipality, town, township, special purpose district, or other political subdivision of the State;

3. Quasi-state agencies as defined in N.J.S.A. 52:27B-56.1 as any agency, commission, board, authority or other such governmental entity which is established and is allocated to a State department or any bi-state governmental entity of which the State of New Jersey is a member;

4. School districts per N.J.S.A. 52:25-16.1;

5. Volunteer fire departments, volunteer first aid squads and rescue squads per N.J.S.A. 52:25-

16.2; and

6. Independent institutions of higher education per N.J.S.A. 52:25-16.5;

7. County colleges per N.J.S.A. 18A:64A-25.9;

8. State colleges per N.J.S.A. 18A:64-60; or

9. Any legal successor in interest to any entity above.

4.0 Modifications to the Terms of the Software as a Service (“SaaS”) Supplement to the State of New Jersey Standard Terms and Conditions, State of New Jersey Standard Terms and Conditions, and Master Agreement

The following sections of Software as a Service (“SaaS”) Supplement to the State of New Jersey Standard Terms and Conditions shall be revised as follows:

A. Software as a Service (“SaaS”) Supplement to the State of New Jersey Standard Terms and

Conditions

1. Section C.3, entitled “Insurance”, is hereby modified to replace paragraph (e) of Section 4.2 of the SSTCs with the following:

e. Cyber Breach Insurance: Where State Data is being given to the Contractor or where Contractor has access to State Data, the Contractor shall carry Cyber Breach Insurance in sufficient amount to protect the Contractor from any liability arising out of its performance pursuant to the requirements of this Blanket P.O. The insurance shall be in an amount of not less than $3,000,000 and in such policy forms as shall be approved by the State. The insurance shall at a minimum cover the following: Data loss, ransomware and similar breaches to computers, servers and software; Protection against third-party claims; cost of notifying affected parties; cost of providing credit monitoring to affected parties; forensics; cost of public relations consultants; regulatory compliance costs; costs to pursue indemnity rights; costs to Data Breach and Credit Monitoring Services analyze the insured’s legal response obligations; costs of defending lawsuits; judgments and settlements; regulatory response costs; costs of responding to regulatory investigations; and costs of settling regulatory claims.

B. State of New Jersey Standard Terms and Conditions

The following sections of the New Jersey State Standard Terms and Conditions shall be revised as follows:

1. Section 6.1, entitled "Price Fluctuation During Contract" is hereby modified to include the following as the final paragraph:

Notwithstanding anything to the contrary, the State accepts any price changes approved by the Lead State in accordance with Master Agreement Section 3.2 (Maximum Amount and No Increases).

C. Master Agreement

Unless expressly modified below, any Montana-specific term incorporated into the Master Agreement or in Solicitation # DPHHS-RFP-2018-0127JT is superseded by the applicable New Jersey term, or inapplicable to this Participating Addendum.

The following sections of Master Agreement shall be revised as follows:

1. Master Agreement Section 15 (Letter of Credit) is hereby amended as follows:

15. Letter of Credit

15.1 Value

The Letter of Credit must secure the performance of Contractor, including performance of the Services in accordance with the Work Plan and providing Deliverables in accordance with the Specifications, and must secure any damages, cost or expenses resulting from Contractor’s default in performance hereunder or liability caused by Contractor. Contractor may satisfy the obligation to provide a Letter of Credit through provision of one or more Letters of Credit on behalf of Contractor or from various sources. The State requires 4% of the DDI Contract value (total of Exhibit D - Schedule B) for DDI and will be reduced to 2% of the total operations contract value (total of Exhibit D - Schedule C) once all module components are in full operations.

15.2 Payments

The Letter of Credit must become payable to the State of New Jersey for any outstanding damage assessments made by the State of New Jersey against Contractor. An amount up to the full amounts of the Letter of Credit may also be applied to Contractor’s liability for any administrative costs and/or excess costs incurred by the State of New Jersey in obtaining similar Software, Deliverables, other products and Services to replace those terminated as a result of Contractor’s breach. The State of New Jersey may seek other remedies in addition to this stated liability. An irrevocable letter of credit issued by a federally insured financial institution and naming “Treasurer, State of New Jersey,” as beneficiary is acceptable pursuant to N.J.A.C. 17:12-2.5.

15.3 Review and Acceptance by the State of New Jersey

Prior to acceptance of the Letter of Credit, the State of New Jersey reserves the right to review and give its acceptance of the Letter of Credit. Both the initial expense and the annual premiums on the Letter of Credit must be paid by Contractor. The original Irrevocable Letter of Credit must be provided to the following address within 10 business days from the Effective Date: State of New Jersey, Department of the Treasury, Division of Purchase & Property, Contract Compliance & Audit Unit, P.O. Box 236, Trenton, NJ 08625. Failure to timely provide a Letter of Credit acceptable to the State of New Jersey is a material breach of this Contract.

2. Master Agreement Section 18.4 (Worker’s Compensation Coverage) terms shall be replaced with

Section 3c (Insurance) of the New Jersey Software as a Service Supplement:

c. Worker’s Compensation Insurance applicable to the laws of the State of New Jersey and Employers Liability Insurance with limits not less than:

$1,000,000 BODILY INJURY, EACH OCCURRENCE;

$1,000,000 DISEASE EACH EMPLOYEE; and

$1,000,000 DISEASE AGGREGATE LIMIT.

3. Master Agreement Section 20 (Protection Obligations for Confidential Information) is hereby deleted in its entirety and replaced with Section 5.23 (Confidentiality) of the State of New Jersey Standard Terms and Conditions:

5.23 CONFIDENTIALITY

A. The obligations of the State under this provision are subject to the New Jersey Open Public Records Act (“OPRA”), N.J.S.A. 47:1A-1 et seq., the New Jersey common law right to know, and any other lawful document request or subpoena;

B. By virtue of this Contract, the parties may have access to information that is confidential to one another. The parties agree to disclose to each other only information that is required for the performance of their obligations under this Contract.

Contractor’s Confidential Information, to the extent not expressly prohibited by law, shall consist of all information clearly identified as confidential at the time of disclosure Vendor Intellectual Property (“Contractor Confidential Information”). Notwithstanding the previous sentence, the terms and pricing of this Contract are subject to disclosure under OPRA, the common law right to know, and any other lawful document request or subpoena;

C. The State’s Confidential Information shall consist of all information or data contained in documents supplied by the State, any information or data gathered by the

Contractor in fulfillment of the Contract and any analysis thereof (whether in fulfillment of the Contract or not);

D. A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party, except that if the information is personally identifying to a person or entity regardless of whether it has become part of the public domain through other means, the other party must maintain full efforts under the Contract to keep it confidential; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party;

E. The State agrees to hold Contractor’s Confidential Information in confidence, using at least the same degree of care used to protect its own Confidential Information;

F. In the event that the State receives a request for Contractor Confidential Information related to this Contract pursuant to a court order, subpoena, or other operation of law, the State agrees, if permitted by law, to provide Contractor with as much notice, in writing, as is reasonably practicable and the State’s intended response to such order of law. Contractor shall take any action it deems appropriate to protect its documents and/or information;

G. In addition, in the event Contractor receives a request for State Confidential Information pursuant to a court order, subpoena, or other operation of law, Contractor shall, if permitted by law, provide the State with as much notice, in writing, as is reasonably practicable and Contractor’s intended response to such order of law. The State shall take any action it deems appropriate to protect its documents and/or information; and H. Notwithstanding the requirements of nondisclosure described in this Section, either party may release the other party’s Confidential Information:

(i) if directed to do so by a court or arbitrator of competent jurisdiction; or

(ii) pursuant to a lawfully issued subpoena or another lawful document request:

(a) in the case of the State, if the State determines the documents or information are subject to disclosure and Contractor does not exercise its rights as described in Section 5.23(F), or if Contractor is unsuccessful in defending its rights as described in Section 5.23(F); or

(b) in the case of Contractor, if Contractor determines the documents or information are subject to disclosure and the State does not exercise its rights described in Section 5.23(G), or if the State is unsuccessful in defending its rights as described in Section 5.23(G).

4. Master Agreement Section 21 Indemnifications, Section 21.2 (Indemnifications – General) terms shall be replaced with Section C.1.4.1 (Indemnification) of the New Jersey Software as a Service Supplement:

A. CONTRACTOR RESPONSIBILITIES - The Contractor’s liability to the State and its employees in third party suits shall be as follows:

1. The Contractor shall indemnify, defend, and save harmless the State and its officers, agents, servants and employees, from and against any and all third party claims, demands, suits, actions, recoveries, judgments and costs and expenses in connection therewith:

i. For or on account of the loss of life, tangible property (not including lost or damaged data) or injury or damage to the person, body or property (not including lost or damaged data) of any person or persons whatsoever, which shall arise from or result directly or indirectly from the work and/or products supplied under the contract or the order; and

ii. For or on account of the use of any patent, copyright, trademark, trade secret or other proprietary right of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance (“Intellectual Property Rights”) furnished or used in the performance of the contract; and

iii. For or on account of a Breach of Security resulting from Contractor’s breach of its obligation to encrypt Personal Data or otherwise prevent its release or misuse; and

iv. The Contractor’s indemnification and liability under Section 4.1(A)(1) is not limited by but is in addition to the insurance obligations contained in Section 4.2 of the State of New Jersey’s Standard Terms and Conditions.

2. In the event of a claim or suit involving third-party Intellectual Property Rights, the Contractor, at its option, may: (a) procure for the State the legal right to continue the use of the product; (b) replace or modify the product to provide a non-infringing product that is the functional equivalent; or in the event that Contractor cannot do (a) or (b), (c) refund the purchase price less a reasonable allowance for use that is agreed to by both parties.

3. In the event of a claim or suit involving third-party Intellectual Property Rights, the State will (a) promptly notify Contractor in writing of the claim or suit; and (b) Contractor shall have control of the defense and settlement of any claim that is subject to Section 4.1(A)(1); provided, however, that the State must approve any settlement of the alleged claim, which approval shall not be unreasonably withheld. The State may observe the proceedings relating to the alleged claim and confer with the Contractor at its expense.

Furthermore, neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of the State of New Jersey or any Authorized Purchaser, nor purport to act as legal representative of the State of New Jersey or any Authorized Purchaser, without having provided notice to the Director of the Division of Law in the Department of Law and Public Safety and to the Director of DPP. The State of New Jersey may, at its election and expense, assume its own defense and settlement.

4. Notwithstanding the foregoing, Contractor has no obligation or liability for any claim or suit concerning third-party Intellectual Property Rights arising from: (1) the State’s unauthorized combination, operation, or use of a product supplied under this contract with any product, device, or software not supplied by Contractor; (2) the State’s unauthorized alteration or modification of any product supplied under this contract; (3) the Contractor’s compliance with the State’s designs, specifications, requests, or instructions, provided that if the State provides Contractor with such designs, specifications, requests, or instructions, Contractor reviews same and advises that such designs, specifications, requests or instructions present potential issues of patent or copyright infringement and the State nonetheless directs the Contractor to proceed with one or more designs, specifications, requests or instructions that present potential issues of patent or copyright infringement; or

(4) the State’s failure to promptly implement a required update, use a new version of the product, or to make a change or modification to the product if requested in writing by Contractor.

5. Contractor will be relieved of its responsibilities under Subsection 4.1(A)(1)(i), (ii), and (iii) for any claims made by an unaffiliated third party that arise solely from the actions or omissions of the State, its officers, employees or agents.

6. This section states the entire obligation of Contractor and the exclusive remedy of the State, in respect of any infringement or alleged infringement of any Intellectual Property Rights. This indemnity obligation and remedy are given to the State solely for its benefit and in lieu of, and Contractor disclaims, all warranties, conditions and other terms of non-infringement or title with respect to any product.

7. The provisions of this indemnification clause shall in no way limit the Contractor's obligations assumed in the contract, nor shall they be construed to relieve the Contractor from any liability, nor preclude the State from taking any other actions available to it under any other provisions of the contract or otherwise at law or equity, except as otherwise provided in Section 4.1 A.5.

8. The Contractor agrees that any approval by the State or Authorized Purchaser of the work performed and/or reports, plans or specifications provided by the Contractor shall not operate to limit the obligations of the Contractor assumed in the contract.

9. The State of New Jersey will not indemnify, defend or hold harmless the Contractor. The State will not pay or reimburse for claims absent compliance with Section 4.1(B) of these State of New Jersey’s Standard Terms and Conditions and a determination by the State to pay the claim or a final order of a court of competent jurisdiction.

5. Master Agreement Section 23 (Termination) shall be replaced with Section 5.7 (Termination of

Contract) from State of New Jersey Standard Terms and Conditions:

5.7 TERMINATION OF CONTRACT

A. For Convenience:

Notwithstanding any provision or language in this contract to the contrary, the Director may terminate this contract at any time, in whole or in part, for the convenience of the State, upon no less than 30 days written notice to the contractor;

B. For Cause:

1. Where a contractor fails to perform or comply with a contract or a portion thereof, and/or fails to comply with the complaints procedure in N.J.A.C. 17:12-4.2 et seq., the Director may terminate the contract, in whole or in part, upon ten (10) days’ notice to the contractor with an opportunity to respond; and

2. Where in the reasonable opinion of the Director, a contractor continues to perform a contract poorly as demonstrated by e.g., formal complaints, late delivery, poor performance of service, short-shipping, so that the Director is required to use the complaints procedure in N.J.A.C. 17:12-4.2 et seq., and there has been a failure on the part of the contractor to make progress towards ameliorating the issue(s) or problem(s) set forth in the complaint, the Director may terminate the contract, in whole or in part, upon ten

(10) days’ notice to the contractor with an opportunity to respond.

C. In cases of emergency the Director may shorten the time periods of notification and may dispense with an opportunity to respond; and D. In the event of termination under this section, the contractor shall be compensated for work performed in accordance with the contract, up to the date of termination. Such compensation may be subject to adjustments.

6. Master Agreement Section 24.2 (Assignment), is hereby deleted in its entirety and shall be replaced with Section 5.10 (Mergers, Acquisitions and Assignments) from State of New Jersey Standard Terms and Conditions;

5.10 MERGERS, ACQUISITIONS AND ASSIGNMENTS

If, during the term of this contract, the contractor shall merge with or be acquired by another firm, the contractor shall give notice to the Director as soon as practicable and in no event longer than 30 days after said merger or acquisition. The contractor shall provide such documents as may be requested by the Director, which may include but need not be limited to the following: corporate resolutions prepared by the awarded contractor and new entity ratifying acceptance of the original contract, terms, conditions and prices; updated information including ownership disclosure and Federal Employer Identification Number.

The documents must be submitted within 30 days of the request. Failure to do so may result in termination of the contract for cause.

If, at any time during the term of the contract, the contractor's partnership, limited liability company, limited liability partnership, professional corporation, or corporation shall dissolve, the Director must be so notified. All responsible parties of the dissolved business entity must submit to the Director in writing, the names of the parties proposed to perform the contract, and the names of the parties to whom payment should be made. No payment shall be made until all parties to the dissolved business entity submit the required documents to the Director.

The contractor may not assign its responsibilities under the contract, in whole or in part, without the prior written consent of the Director.

7. Master Agreement Section 24.6 (Claims), is hereby deleted in its entirety and shall be replaced with Section 5.21 (Claims and Remedies) of the State of New Jersey Standard Terms and Conditions;

5.21 CLAIMS AND REMEDIES

A. All claims asserted against the State by the Contractor shall be subject to the New Jersey Tort Claims Act, N.J.S.A. 59:1-1, et seq., and/or the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1, et seq.

B. Nothing in this Contract shall be construed to be a waiver by the State of any warranty, expressed or implied, of any remedy at law or equity, except as specifically and expressly stated in a writing executed by the Director.

C. In the event that the Contractor fails to comply with any material Contract requirements, the Director may take steps to terminate this Contract in accordance with the SSTC, authorize the delivery of Contract items by any available means, with the difference between the price paid and the defaulting Contractor’s price either being deducted from any monies due the defaulting Contractor or being an obligation owed the State by the defaulting Contractor, as provided for in the State administrative code, or take any other action or seek any other remedies available at law or in equity.

8. Master Agreement Section 24.17 (Force Majeure) is hereby deleted and shall be replaced with

Section 5.2 (Force Majeure) of the State of New Jersey Standard Terms and Conditions:

5.2 FORCE MAJEURE

Neither party will be liable to the other for any delay or inability to perform its obligations if such delay or inability arises from any act of God, fire, natural disaster, act of war (declared or undeclared), act of terrorism (domestic or international), riot, civil disturbance, pandemic or other public health crisis (arising during the term of the contract) In the event of such a delay or inability to perform, the time for performance will be extended by an amount reasonable under the specific circumstances and mutually agreed-upon date sufficient to allow Contractor to perform the work delayed by the force majeure.

9. Master Agreement Section 24.18 (Governing Law, Choice of Law, Remedies and Venue) is hereby deleted and shall be replaced with Section 5.13 (Applicable Law and Jurisdiction) of the State of New Jersey Standard Terms and Conditions:

5.13 APPLICABLE LAW AND JURISDICTION

This contract and any and all litigation arising therefrom or related thereto shall be governed by the applicable laws, regulations and rules of evidence of the State of New Jersey without reference to conflict of laws principles and shall be filed in the appropriate Division of the New Jersey Superior Court.

5.0 Miscellaneous

A. No Waiver - No term or provision of this New Jersey Participating Addendum shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by an individual authorized to so waive or consent. Any consent by either party to, or waiver of, a breach by the other whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for, any other breach or any subsequent breach, except as may be expressly provided in the waiver or consent.

B. Dispute Resolution - The State and Contractor will attempt to resolve any dispute direct negotiation with persons fully authorized to resolve the dispute or through non-binding mediation utilizing a mediator agreed to by the parties, rather than through litigation. No formal proceedings for the judicial resolution of such dispute, except for the seeking of equitable relief or those required to avoid non-compliance with the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq., may begin until either such persons conclude, after a good faith effort to resolve the dispute, that resolution through continued discussion is unlikely.

C. Arbitration or Mediation - Any provision regarding arbitration or binding mediation within the Master Agreement is deleted in its entirety.

D. Pursuant to N.J.A.C. 17:12-1B.2, notwithstanding anything to the contrary in the Master Agreement, under no circumstances will the State indemnify Contractor or any other third party and any such provision in the Master Agreement shall be of no force and effect.

E. Notwithstanding anything to the contrary in the Master Agreement, the State shall not be responsible for the Contractor’s attorney fees and/or expenses.

F. Notwithstanding anything to the contrary in the Master Agreement, the State does not agree to auto-renewal of maintenance, technical support, service fees, subscription fees or any other product or service requiring periodic renewal.

G. Notwithstanding anything to the contrary in the Master Agreement, all payments due from the State shall be made in accordance with the Prompt Payment Act (N.J.S.A. 52:32-32 et. seq.), Section 6.5 of the State’s Standard Terms and Conditions, and shall be due no sooner than 60 calendar days from the receipt of a properly executed State invoice, or 60 calendar days from the receipt of goods or services, whichever is later. Contractor shall invoice each Authorized Purchaser for the full cost of their purchases made under this New Jersey Participating Addendum.

H. Quarterly Sales Reporting and Supplier Convenience Fee

1. Quarterly Sales Reporting - The Contractor shall submit a Sales Report documenting all sales made under the New Jersey Participating Addendum. The Sales Report shall be submitted directly to Periscope no later than thirty (30) calendar days after the end of each calendar quarter. The calendar quarters will end March 31, June 30, September 30, and December 31. The Sales Report must contain the following information:

a. Complete and accurate details of all sales, credits, returns, refunds, and the like for the reporting quarter;

b. Purchasing entity;

c. Total of Procurement Efficiency Program Fee amount due for the reporting quarter;

d. Such other information as the State may reasonably request;

e. If no sales were made against this New Jersey Participating Addendum during the reporting quarter, then a report shall be submitted showing zero sales and zero Procurement Efficiency Program Fee due; and

f. Quarterly Sales Reporting and remittance of the Procurement Efficiency Program Fee shall begin on the first calendar quarter starting after the effective date of the New Jersey Participating Addendum.

2. Procurement Efficiency Program Fee - For all purchases made under this New Jersey Participating Addendum, that have been invoiced, the Contractor shall remit the Procurement Efficiency Program Fee in the amount of one percent (1%) of all Purchases to Periscope acting on behalf of the State of New Jersey.

3. Remittance of the Procurement Efficiency Program Fee - On a quarterly basis, the Contractor shall remit the Procurement Efficiency Program Fee directly to Periscope no later than thirty (30) days after the end of each calendar quarter. The calendar quarters will end March 31, June 30, September 30, and December 31. Failure to remit the Procurement Efficiency Program Fee timely and accurately may result in Contract termination as outlined in the “Termination of Contract” clause of the State of New Jersey Standard Terms and Conditions.

4. NJSTART Marketplace Catalog Enablement - Contractor shall cooperate with State and/or Periscope as requested to upload catalog items and pricing consistent with this New Jersey Participating Addendum. Contractor shall upload catalog within (thirty) 30 calendar days of the date of execution of this New Jersey Participating Addendum. Failure to cooperate will result in the Contractor’s good and/or services not being represented in the NJSTART Marketplace. The Contractor shall ensure that the catalog complies with the scope, and terms and conditions of this New Jersey Participating Addendum. Any identified deviation from the New Jersey Participating Addendum must be corrected immediately. Any catalog that does not comply with the scope and terms and conditions of this New Jersey Participating Addendum can lead to a breach of contract and will be escalated to the Division of Purchase and Property’s Contract Compliance and Audit Unit for review and possible action.

5. Retention and Inspection of Records and Audit - The Contractor shall keep records of all sales made to all Using Agencies in sufficient detail to enable the State to determine the Procurement Efficiency Program Fee payable by the Contractor. The State and/or Periscope may examine and audit, at its own expense, Contractor’s sales records and Sales Reports for completeness and accuracy. If such examination reveals underpayment of the Procurement Efficiency Program Fee, the Contractor shall immediately pay to Periscope the amount of deficiency. If the examination reveals an underpayment of 5% or more, then the Contractor shall reimburse the State and/or Periscope for the cost of the audit.

I. Delivery Guarantees

1. Deliveries shall be made in accordance with the terms of the Master Agreement.

Notwithstanding anything to the contrary in any Master Agreement, the State shall not pay shipping charges for failure to meet a minimum shipment amount.

2. In the event delivery of goods or services is not made within the number of days stipulated, the State shall be authorized to obtain the product or service from any available source.

3. The Contractor shall be responsible for the delivery of new or “like-new” products in accordance with good commercial practice. “Like-new” products will be identified as “like-new” and will be furnished at a price discounted from the price of the equivalent new product.

J. Audits

To the extent the Master Agreement permits Contractor to conduct periodic audits of the State’s usage of the software provided thereunder, such provision is amended to include the following audit notice and dispute resolution process:

1. AUDIT NOTICE – Notwithstanding anything to the contrary in the Master Agreement, or other contract document, in the event that the Contractor seeks to exercise a right to audit the State’s use of software, Contractor shall deliver simultaneous written notice, no less than thirty days in advance of the audit start date (unless the Contractor’s notice provides a longer notice period), to:

a. the Director of the New Jersey Department of the Treasury, Division of Purchase and

Property:

c/o Procurement Bureau, Technology Unit P.O. Box 230 Trenton, New Jersey 08625-0230

b. the Chief Technology Officer of the New Jersey Office of Information Technology:

Office of the Chief Technology Officer 300 Riverview Plaza Trenton, New Jersey 08625

c. and the State Contract Manager.

The notice shall reference the specific audit provision(s) being exercised in the Master Agreement or Contractor’s documents, whichever resides higher in the above-established Order of Precedence in New Jersey Participating Addendum Section 1.0, and include copies of same, specify the means by which the Contractor will conduct the audit, and shall require the audit to be conducted in accordance with generally accepted standards in the field of such audits.

2. AUDIT DISPUTE RESOLUTION -- If the State, in good faith, provides Contractor with written notice of an alleged error in the amount of underpaid fees due to Contractor as a result of an audit (the "dispute"), then the parties will endeavor to resolve the dispute in accordance with this paragraph. Each party will appoint a Vice President, Assistant Director, or the equivalent (hereinafter referred to as “Representative”) to discuss the dispute and no formal proceedings for the judicial resolution of such dispute, except for the seeking of equitable relief or those required to avoid non-compliance with the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq., may begin until either such Representative concludes, after a good faith effort to resolve the dispute, that resolution through continued discussion is unlikely. In addition, the parties shall refrain from exercising any termination right related to the dispute being considered under this paragraph and shall continue to perform their respective obligations under the New Jersey Participating Addendum while they endeavor to resolve the dispute under this paragraph. All meetings and discussions between Representatives will be deemed confidential settlement discussions under Rule 408 of the New Jersey Rules of Evidence.

3. STATE NOT LIABLE FOR AUDIT COSTS -- Notwithstanding anything to the contrary in the Master Agreement, the State will not reimburse Contractor for any costs related to an audit.

K. Contract Transition Prior to the termination of this contract, in the event that a new contract is awarded, Contractor hereby acknowledges that any disruption in services being provided under this New Jersey Participating Addendum may have a detrimental impact on the State. Accordingly, the Contractor shall assist with the transition of the services, including the return or exchange of data provided under this Contract, to a new contractor so as to avoid a disruption in goods/services to the State. The State contract manager shall provide written notice to the Contractor of what is required for a smooth transition.

6.0 The State of New Jersey Mandatory Certification Requirements

The following are the State of New Jersey standard procurement forms and requirements that Contractor agrees to fulfill prior to the Effective Date. Some Authorized Purchasers may have additional requirements when placing an order and Contractor shall comply with same as necessary.

A. Ownership Disclosure (N.J.S.A. 52:25-24.2);

B. Disclosure of Investment Activities in Iran (N.J.S.A. 52:32-55 et. seq.);

C. Disclosure of Investigations and Actions Involving Bidder Form;

D. MacBride Principles (N.J.S.A. 52:34-12.2);

E. Source Disclosure Certification (N.J.S.A. 52:34-13.2);

F. Completed Contractor Certification and Disclosure of Political Contributions (N.J.S.A. 19:44A-20:13

et. seq.);

G. Vendor Certification (P.L. 2005, c.271);

H. New Jersey Business Registration (N.J.S.A. 52:32-44);

I. Proof of insurance as specified herein;

J. Proof of compliance with New Jersey Affirmative Action requirements (N.J.A.C. 17:27-1.1 et. seq.):

New Jersey Form AA-302 Affirmative Action Employee Information Report; or New Jersey Affirmative Action Certificate; or Federal Affirmative Action Approval Letter.

K. Certification of Non-Involvement in Prohibited Activities in Russia and Belarus

7.0 Primary Contacts:

Any notice between the parties provided for in this New Jersey Participating Addendum, or elsewhere in the Master Agreement shall be in writing and shall be sent both via regular certified mail return receipt requested and via email to the addresses provided. The Parties should give prompt notice to each other if the appropriate person or address changes. The primary contacts for this New Jersey Participating Addendum are as follows:

State of New Jersey – Department of the Treasury – Division of Purchase and Property Name Geun Ah Song Title State Procurement Specialist 1 Address 33 West State Street, 8th Floor, PO Box 230

Trenton, New Jersey 08625-0230 Telephone 609-474-5770 Fax N/A Email GeunAh.Song@treas.nj.gov

State of New Jersey – Department of Human Services Name Daniel Prupis Title State Contract Manager Address 222 S. Warren Street, PO Box 700

Trenton, NJ 08625 Telephone 609-777-2026 Fax N/A Email Daniel.Prupis@dhs.nj.gov

Acentra Health, LLC Name Title Address 1600 Tysons Blvd, Suite 1000, McLean, VA 22102 Telephone Fax N/A Email @acentra.com

IN WITNESS WHEREOF, The Contractor and the State have caused this New Jersey Participating Addendum to be executed by their authorized representatives and agree that this New Jersey Participating Addendum may be executed in counterparts, each original signed page to become part of the original document.

Acentra Health, LLC

Signature Date

Print Name and Title

The State of New Jersey Department of the Treasury - Division of Purchase and Property

Amy F. Davis, Acting Director Date

Approved as to Form Jennifer Davenport, Attorney General State of New Jersey – Department of Law and Public Safety

Davis M. Flowers Deputy Attorney General

Date

Meghan Harris, President and Chief Operations Officer

May 6, 2026 | 5:04 PM EDT

6/26/2026

June 29, 2026

EXHIBITS

EXHIBIT A – The State of New Jersey Software as a Solution (“SaaS”) Supplement

EXHIBIT B – The State of New Jersey Standard Terms and Conditions

EXHIBIT C – New Jersey Clarifications & Requirements

EXHIBIT D – New Jersey Provider Pricing Schedules

EXHIBIT E – The Master Agreement and Amendments to the Master Agreement

EXHIBIT F – The Solicitation

EXHIBIT G – The Contractor’s Responses to the Solicitation

EXHIBIT A – The State of New Jersey Software as a Solution (“SaaS”) Supplement

Software as a Service (“SaaS”) Supplement to the State of New Jersey’s Standard

Terms and Conditions

Rev: 06/1/2021 Page 1 of 6

A. SOFTWARE AS A SERVICE (“SaaS”) SUPPLEMENT TO THE STATE OF NEW JERSEY’S STANDARD TERMS AND CONDITIONS - This Supplement to the State of New Jersey’s Standard Terms and Conditions (“SaaS Supplement”) shall apply to all State purchases of Software as a Service (“SaaS”) products. For the avoidance of doubt, this SaaS Supplement shall not apply to State purchases of Contractor’s on premise Software. The combined terms of the State of New Jersey’s Standard Terms and Conditions and this SaaS Supplement shall prevail over any conflicts set forth in or incorporated by reference into a Contractor’s Standard Form Agreement, license, service or other agreement (“SFA”). In the event of a conflict between the terms of the SaaS Supplement and the State of New Jersey’s Standard Terms and Conditions, this SaaS Supplement shall prevail.

B. DEFINITIONS – All capitalized terms used in this SaaS Supplement shall have the same meaning as stated in the State of New

Jersey’s Standard Terms and Conditions. In addition, the following definitions shall apply:

a. As defined by N.J.S.A. 56:8-161, the term “Breach of Security” means unauthorized access to electronic files, media, or data containing Personal Data that compromises the security, confidentiality, or integrity of Personal Data when access to the Personal Data has not been secured by encryption or by any other method or technology that renders the Personal Data unreadable or unusable. Good faith acquisition of Personal Data by an employee or agent of the Contractor for a legitimate business purpose is not a Breach of Security, provided that the Personal Data is not used for a purposes unrelated to the business or subject to further unauthorized disclosure.

b. The term “End User” means the user of the Contractor’s solution.

c. The term “Mobile Device” means any device used by Contractor that can move or transmit data, including but not limited to laptops, hard drives, and flash drives.

d. The term “Non-Public Data” means data, other than Personal Data, that is not subject to distribution to the public as public information. Non-Public Data is data that is identified by the State as non-public information or otherwise deemed to be sensitive and confidential by the State because it contains information that is exempt by statute, ordinance or administrative rule from access by the general public as public information.

e. The term “Personal Data” means:

i. “Personal Information” as defined in N.J.S.A. 56:8-161, means an individual’s first name or first initial and last name linked with any one or more of the following data elements: (1) Social Security number, (2) driver’s license number or State identification card number or (3) account number or credit or debit card number, in combination with any required security code, access code, or password that would permit access to an individual’s financial account. Dissociated data that, if linked would constitute Personal Information is Personal Information if the means to link the dissociated were accessed in connection with access to the dissociated data. Personal Information shall not include publicly available information that is lawfully made available to the general public from federal, state or local government records, or widely distributed media.

ii. data, either alone or in combination with other data, that includes information relating to an individual that identifies the person or entity by name, identifying number, mark or description that can be readily associated with a particular individual and which is not a public record, including but not limited to, Personally Identifiable Information (PII);

government-issued identification numbers (e.g., Social Security, driver’s license, passport); Protected Health Information (PHI) as that term is defined in the regulations adopted pursuant to the Health Insurance Portability and Accountability Act of 1996, P.L. No. 104-191 (1996) and found in 45 CFR Parts 160 to 164 and defined below;

and Education Records, as that term is defined in the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g.

f. The term “Personally Identifiable Information” or “PII,” as defined by the U.S. Department of Commerce, National Institute of Standards and Technology, means any information about an individual maintained by an agency, including (1) any information that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of birth, mother’s maiden name, or biometric records; and (2) any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information,

g. The term “Protected Health Information” or “PHI,” has the same meaning as the term is defined in the regulations adopted pursuant to the Health Insurance Portability and Accountability Act of 1996, P.L. No. 104-191 (1996) and found in 45 CFR Parts 160 to 164 means Individually Identifiable Health Information (as defined below) transmitted by electronic media, maintained in electronic media, or transmitted or maintained in any other form or medium. PHI excludes education records covered by the Family Educational Rights and Privacy Act (FERPA), as amended, 20 U.S.C. 1232g, records described at 20 U.S.C. 1232g(a)(4)(B)(iv) and employment records held by a covered entity in its role as employer. The term “Individually Identifiable Health Information” has the same meaning as the term is defined in the regulations adopted pursuant to the Health Insurance Portability and Accountability Act of 1996, P.L. No.