279-25 NJMS GTBI.West Orange TB Service Agreement RBHS-05105.docx (003).pdf

EXECUTION VERSION 9 NJMS – Essex County Municipality – RBHS-05105 CY2025 Memorandum of Agreement – Global TB Institute (b) Notwithstanding anything to the contrary herein, all payments associated with this Agreement are intended to comply with the requirements of applicable New Jersey state laws, such as the Codey Law, N.J.S.A. § 45:9-22.4 et seq. (as it may be amended from time to time) and the regulations promulgated thereunder. (c) Each Party represents and warrants that it will not violate the Anti-Kickback Statute or the Stark Law, with respect to the performance of its obligations under this Agreement. (d) To the extent that the compliance office of a Party to this Agreement receives a report or otherwise has knowledge that an employee of the other Party has or probably has violated the Anti-Kickback Statute, the Stark Law or the Federal False Claims Act with respect to the performance of its obligations under this Agreement, and the Party believes such information to be reasonably credible, such Party will report the probable violation to the compliance office of the other Party. VII. Miscellaneous. A. Independent Contractor. None of the provisions of this Agreement are intended to create nor shall be deemed or construed to create any relationship between the Parties other than that of independent entities contracting with each other solely for the purposes of effecting the provisions of this Agreement. Neither of the Parties, nor any of their respective officers, trustees, governors, directors, or employees, shall be construed to be the agent, employee, or the representative of the other. B. Entire Agreement. The Parties agree that they are not relying upon any promises, understandings, warranties, circumstances, conduct, negotiations, expectations, representations, or agreements, oral or written, express or implied, other than those expressly set forth herein; that this Agreement is a complete integration and constitutes the entire Agreement of the Parties with respect to the subject matter hereof; that no amendments or other modifications of this Agreement shall be valid unless in writing and signed by an authorized officer of each Party hereto; that this entire Agreement has been bargained for and negotiated; and the Parties have read, understood, and approved this Agreement in its entirety. C. Resolution of Disputes. All claims or disputes

that this entire Agreement has been bargained for and negotiated; and the Parties have read, understood, and approved this Agreement in its entirety. C. Resolution of Disputes. All claims or disputes between the Parties arising out of or relating to this Agreement shall be mutually resolved, if possible, through good faith negotiation between the Parties. The Parties agree that if any claim or dispute is not resolved by mutual agreement within sixty (60) days of the commencement of such good faith negotiations they will, prior to initiating any legal action, engage a mutually acceptableDocusign Envelope ID: 77D43CF0-E0B2-4E8B-998E-ADDA677D4897

EXECUTION VERSION 10 NJMS – Essex County Municipality – RBHS-05105 CY2025 Memorandum of Agreement – Global TB Institute non-binding mediator to assist in evaluating and resolving such claim or dispute. All fees and expenses of such mediator will be evenly divided between the Parties. D. Limitation of Liability; No Indemnification. 1. Regardless of whether any remedy set forth herein fails of its essential purpose, in no event shall either Party be liable to the other in contract, tort, warranty or any other cause of action of any nature for any indirect, special, incidental, punitive, consequential or reliance loss, damage or expense, including, without limitation, lost profits, loss of use, or loss of revenues, whether or not either Party was advised, should have known, or was aware of the possibility of such loss, damage, or expense arising out of or in connection with any act or omission of such Party relating to the subject matter of this Agreement, including, without limitation, the Services, or any part thereof, even if caused by the sole or concurrent or active or passive negligence, strict liability or other legal fault of a Party. 2. Each Party shall be responsible for all of its own actions, claims, demands, losses, damages, liabilities, lawsuits, judgments, awards, costs, and expenses arising out of and to the extent of its negligent acts or omissions or performance or failure to perform under this Agreement. Notwithstanding the foregoing, nothing stated in this Agreement, express or implied, is intended to or will be construed to require contractual indemnification of a Party by the other Party. E. Severability. If any provisions of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. F. Assignment. Except as otherwise provided in this Agreement, the Parties may not assign their rights, duties, or obligations under this Agreement, either in whole or in part, without receiving the prior written consent of the other Party. Any assignment made without consent of the other Party shall be null and void and the non-assigning Party shall not recognize any such assignment. G.

ving the prior written consent of the other Party. Any assignment made without consent of the other Party shall be null and void and the non-assigning Party shall not recognize any such assignment. G. Non-Waiver. Except where the exercise of a right is dependent upon action taken within a particular period required by this Agreement, no consent or waiver, express or implied, by any Party to or of any breach or default by another Party in the performance by the other Party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Party of the same or any other obligations of such Party hereunder. Any such waiver shall be effective only if in writing.Docusign Envelope ID: 77D43CF0-E0B2-4E8B-998E-ADDA677D4897

EXECUTION VERSION 11 NJMS – Essex County Municipality – RBHS-05105 CY2025 Memorandum of Agreement – Global TB Institute H. Non-Discrimination. There shall be no discrimination against any individual engaged in the work required to produce the Services covered by this Agreement, or against any applicant for employment, because of race, creed, color, national origin, nationality, ancestry, age, sex (including pregnancy), marital status, domestic partnership or civil union status, affectional or sexual orientation, gender identity or expression, atypical hereditary cellular or blood trait, genetic information, liability for military service, or mental or physical disability, including AIDS and HIV related illnesses or their belonging to any category now or later protected by law. This provision shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training including apprenticeship. I. Force Majeure. Neither Party shall be deemed in default or otherwise liable for any delay in or failure of its performance under this Agreement (other than payment obligations) by reason of any act of God, fire, natural disaster, pandemic, riot, act of government, act of terrorism, strike or labor dispute, shortage of materials or supplies, failure of transportation or communication, or any other cause beyond the reasonable control of such party. Performance times shall be considered extended for the period of time equivalent to the time lost because of such delay. J. Non-Collusion. Both Parties represent that no fee, commission, compensation, gift, or gratuity was paid or received regarding the solicitation of this Agreement, in contravention to N.J.S.A. 52:13D-13 et seq. (the New Jersey Conflicts of Interest Law). K. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart signature page delivered by electronic, fax, or email transmission shall be deemed to be and have the same force and effect as an originally executed signature page. L. Insertion. It is the intent and understanding of the parties to this Agreement that each and every provision of law and clause

ve the same force and effect as an originally executed signature page. L. Insertion. It is the intent and understanding of the parties to this Agreement that each and every provision of law and clause required by law to be inserted in this Agreement shall be and is deemed inserted herein. Furthermore, it is hereby stipulated that every provision is deemed to be inserted herein, and if through a mistake or otherwise, any such provision is not inserted or is not inserted in the correct form, then this Agreement shall forthwith, upon application of either Party, be amended by such insertion so as to comply strictly with the law and without prejudice to the rights of either Party.Docusign Envelope ID: 77D43CF0-E0B2-4E8B-998E-ADDA677D4897

EXECUTION VERSION 12 NJMS – Essex County Municipality – RBHS-05105 CY2025 Memorandum of Agreement – Global TB Institute M. Prior Agreements. This Agreement contains all prior written and oral agreements and communications between the Parties that relate in any way to the subject matter of this Agreement. N. No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any third party (including, but not limited to patients, clients of Client, or participants in the Program), other than the Parties to this Agreement and their respective successors and permitted assigns. VIII. Signatures. We, the undersigned, consent to the contents of this Agreement. TOWNSHIP OF WEST ORANGE: Signature: Michael A. Fonzino, Director of Health & Welfare Date: ______________________ RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY NEW JERSEY MEDICAL SCHOOL: Signature: Robert L. Johnson, MD, FAAP Dean, New Jersey Medical School Date: ______________________ Signature: Carrie Nawrocki, Health Officer Date: ______________________ RUTGERS BIOMEDICAL AND HEALTH SCIENCES Signature: Kathleen Bramwell Senior Vice Chancellor Finance and Administration Date: ______________________Docusign Envelope ID: 77D43CF0-E0B2-4E8B-998E-ADDA677D4897 11/18/2025 | 08:52:31 EST 11/18/2025 | 05:56:50 PST

EXECUTION VERSION 13 NJMS – Essex County Municipality – RBHS-05105 CY2025 Memorandum of Agreement – Global TB Institute ATTACHMENT A Rates Effective 1/1/2025 “Diagnosis, Treatment, Monitoring, Nurse Case Management and Field Services for Residents of the Local Health Jurisdiction with Confirmed or Suspected Tuberculosis cases, their Associated Contacts and Class B1 and B2 Referrals from the CDC-DGMQ” I. Method of Payment Cost reimbursement payments shall be made by the Township to: NJMS Global Tuberculosis Institute Attn: Marco Salerno, Deputy Director Rutgers, The State University of New Jersey 225 Warren Street, 2nd Floor, East Wing Newark, New Jersey 07103 On the following basis:  Monthly  Quarterly X Lump Sum X Based on submission of the following (Please describe below) Lump Sum invoice reflecting annual fixed-fee based upon service utilization. II. Financial and Performance Reporting and Agreement Monitoring (Circle, check and complete as applicable) A. Expenditure reports are not required. B. Performance reports are required. Performance reports shall be in the form of an activity report as specified in Attachment A. I (above) and shall be submitted Monthly X Quarterly Final Other reporting period. Quarterly Activity Report specifying total clinical visits, DOT visits and field investigations for residents of the municipality. This report will also include the percentage of total visits by municipality residents. C. Other Financial, Reporting or Monitoring RequirementsDocusign Envelope ID: 77D43CF0-E0B2-4E8B-998E-ADDA677D4897

EXECUTION VERSION 14 NJMS – Essex County Municipality – RBHS-05105 CY2025 Memorandum of Agreement – Global TB Institute 1. Particular forms listed below are required to be utilized. TB-70 (TB Case, Suspect and Status Report) TB-41 (Record of Contact Interview) III. Modifications to the Agreement This document represents the entire Agreement between the parties and shall not be amended except by the express written consent of both parties. IV. Special Conditions (as applicable) This Agreement has no special conditions. V. Multi-Year Agreements This Agreement is not a multi-year Agreement.Docusign Envelope ID: 77D43CF0-E0B2-4E8B-998E-ADDA677D4897

EXECUTION VERSION 15 NJMS – Essex County Municipality – RBHS-05105 CY2025 Memorandum of Agreement – Global TB Institute ATTACHMENT B Cost Proposal 1. This Cost Proposal is agreed upon by the parties. 2. In CY 2024, West Orange had 2 tuberculosis cases, 14 contacts, and 22 immigrants and refugees requiring tuberculosis medical evaluation. 3. In FY 2024, we serviced West Orange residents through 25 clinical visits. 4. Based on patient volume and service utilization, the proposed fee was $2,300.00.Docusign Envelope ID: 77D43CF0-E0B2-4E8B-998E-ADDA677D4897