Supplemental Health Care Agency Contract School District of Clayton Revised V1 5.20.25

SCHOOLS MASTER STAFFING SERVICES AGREEMENT This Schools Master Staffing Services Agreement (“Agreement”) is made and entered into on June 1, 2025 (“Effective Date”), by and between SHC Services, Inc. d/b/a Supplemental Health Care, a Delaware corporation, on behalf of itself and its wholly owned subsidiaries (hereinafter collectively referred to as “SHC”), with its principal office located at 6955 S. Union Park Center Drive, Suite #400, Cottonwood Heights, UT 84047 and School District of Clayton, a Missouri Public School District, on behalf of itself, its facilities, divisions, and subsidiaries (hereinafter collectively referred to as the “Client”) with its principal office located at #2 Mark Twain Circle , Clayton, MO 63105. SHC and Client are sometimes referred to as a “party” or collectively as the “Parties”. WHEREAS, SHC provides supplemental staffing referral services to education providers such as Client (“Services”). WHEREAS, Client desires SHC, either directly or through its wholly owned subsidiaries, to provide, when requested and on a nonexclusive basis, supplemental staffing services, which may include (but not be limited to) Nurse Practitioners, Physician Assistants, Nurses, Therapists, Technicians and/or other ancillary educational or medical personnel (“Personnel”) to supplement Client’s staff; and NOW, THEREFORE, in consideration of the recitals above and the mutual covenants and conditions set forth herein, Client and SHC agree as follows: 1.​ SHC DUTIES & RESPONSIBILITIES. SHC agrees to: a.​ Use its best efforts to locate, recruit, interview, screen, and assign Personnel to perform the type of work under Client’s supervision described in Schedule A: Scope of Work (“SOW”) and/or as may be requested by Client through a particular Confirmation of Assignment (“COA”) at locations including but not limited to those specified in Schedule A. b.​ Prior to assigning any Personnel to Client, maintain the following (as applicable) for each Personnel assigned to work a contract (“Contract Assignment” for Client: i.​ A completed application that includes education, training, skills and specialties. ii.​ Documentation of any special education or training. iii.​ Skills inventories. iv.​ Minimum of one recent professional reference (unless additional references are required by law or Client request), which reflects satisfactory performance within the job category. v.​ Documents establishing identity and authority to work in the United States. vi.​ Copy of current license, registration or certification as required by position. vii.​ Evidence of satisfactory health status in accordance with state regulations and Client requirements, including negative tuberculosis and drug tests. viii.​Job description. ix.​ Performance evaluation. x.​ Dates of employment and orientation. xi.​ Confirmation of completed criminal background investigation and Office of Inspector General’s List of Excluded Individuals/Entities Search, including in accordance with Missouri law, a clean FBI fingerprint criminal background check and a clean child abuse/neglect report. xii.​ Written verification of current cardiopulmonary resuscitation (CPR) certification. c.​ Pay Personnel wages and provide employee benefits that SHC offers to Personnel; pay, withhold and transmit payroll taxes; provide unemployment insurance and workers’ compensation benefits; and manage any unemployment and worker’s compensation claims involving Personnel. Revised: 1/2025​ ​ Page 1 of 13

d.​ Maintain, and, if applicable, ensure that any Affiliate Vendors (as defined below) supporting Client maintain, throughout the term of this Agreement (i) general commercial liability and medical professional liability insurance with a limit of not less than one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) annual aggregate and (ii) workers’ compensation benefits or coverage for Personnel in amounts no less than required by law. SHC will provide certificates evidencing such insurance coverage concurrently with its execution of this Agreement and renewals prior to the expiration of any such coverage. e.​ Notify Client as soon as practicable of the initiation of any action of which it becomes aware involving the suspension, revocation or limitation of the license of any Personnel. A written description of SHC Quality Assurance processes is available upon request. f.​ Not discriminate in the employment of Personnel on the basis of race, religion, color, national origin, sex, age, disability, veteran status, or any other class or characteristic protected under applicable law. g.​ SHC is responsible for its Personnel acts and omissions and for ensuring that the Services provided by SHC Personnel under this Agreement are furnished in accordance with all applicable safety and health laws, regulations and standards. h.​ SHC is responsible for notifying Client if any out of scope duties have been assigned to SHC Personnel. 2.​ CLIENT OBLIGATIONS. Client agrees to: a.​ Properly supervise Personnel in performing work assigned by Client, including but not limited to by providing, as applicable, clinical direction, supervision, management, evaluation, and productivity expectations to Personnel. To the extent that Personnel are engaged to provide health care, Client will ensure such work complies with all treatment plans and is consistent with Client’s students’ best interests, as determined by Client. Client understands and agrees that SHC does not provide clinical direction or supervision to Personnel and Client is responsible for all such management of Personnel work. b.​ Properly supervise, control, and safeguard its premises, processes, or systems, and not permit Personnel to operate any vehicle or mobile equipment, or entrust them with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables without SHC’s express prior written approval or as strictly required by the job description provided to SHC. c.​ Provide Personnel with a safe work site and (i) maintain in clean and good working order its facilities, machines, and equipment and (ii) provide Personnel appropriate information, training, and safety equipment, including all PPE and engineering controls, with respect to any hazardous substances or conditions to which they may be exposed. d.​ Provide sufficient information (job order or job profile) to enable SHC to match the requirements of Client’s available job to the skills and experience of Personnel. Clinical competency will be determined by the appropriate Client administrator, which may be communicated to SHC via written correspondence, email, or phone. Client, in its sole discretion, shall determine the suitability of Personnel to be assigned to Client. e.​ Educate and orient Personnel regarding Client’s facility, policies and procedures where Personnel is assigned, floated, or reassigned, including the physical layout and any equipment where Personnel are assigned. Client shall supply copies of policies and procedures to SHC. Where applicable law requires that Client create and maintain a plan to prevent workplace violence and train its own employees on procedures for preventing violence in its workplace, Client shall make such training available to Personnel as part of their orientation. Client is responsible for communicating its expectations regarding the professional work to be rendered by Personnel. Client agrees that SHC is not responsible for Personnel’s productivity while on assignment and Client must pay invoiced amounts for Personnel hours worked in full without regard to productivity requirements. Revised: 1/2025​ ​ Page 2 of 13

f.​ Not change job duties of Personnel without SHC’s express prior written approval and not require or request that Personnel perform other than those services which are reasonable and customary within their profession. Personnel shall not be requested to perform work outside the job description provided by Client and/or the education, licensing, certification, skills, or clinical competence of Personnel. g.​ Approve Personnel time and pay SHC invoices as detailed in Schedule A (SOW) and Schedule B (BTA). h.​ Presume that Personnel presented by SHC have been introduced to Client by SHC unless Client notifies SHC within twenty-four (24) hours of initial presentation that Client had recent (within the last six (6) months) previous knowledge of Personnel prior to SHC submission. i.​ Notify SHC promptly via written correspondence, email, or phone, of the initiation of any licensing or regulatory issues, clinical and student care issues, unexpected incidents and errors, suspicious behaviors and/or any complaints, inquiries, or investigations regarding or relating to any Personnel. The notification shall include, among other relevant information, risk management actions or concerns; occupational/safety hazards, events, or injuries; sentinel events of which Client is aware in which Personnel are or may be directly or indirectly involved. Client will make available an appropriate panel for peer review, as necessary. j.​ Cooperate with SHC’s investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Personnel, including making available to SHC copies of all documentation about problems or incidents in which Personnel are involved. k.​ Agree that SHC’s duty to fill assignments is subject to the availability of qualified Personnel. l.​ Allow Assigned Employees (on their own time) to attend appropriate facility staff development programs. m.​ Not discriminate against any Personnel on the basis of race, religion, color, national origin, sex, age, disability, veteran status, or any other class or characteristic protected under any applicable law. 3.​ SHC USE OF AFFILIATE VENDORS. SHC has established a strong affiliate vendor network which can be leveraged to increase the number of qualified Personnel available to Client. Client agrees and authorizes SHC to enlist Affiliate Vendors, when necessary, to provide Personnel under this Agreement as follows: a.​ Client agrees that SHC shall be responsible for the identification and qualification of any Affiliate Vendor providing Personnel under this Agreement. SHC shall only be responsible for managing Affiliate Vendors who have been approved by SHC through SHC’s own vetting process. b.​ SHC will use commercially reasonable efforts to ensure that all Affiliate Vendors substantially comply with Client's compliance standards, including order processing, credentialing, timekeeping and invoicing. c.​ Affiliate Vendors will have the same obligations as SHC under this Agreement but are independently responsible for the actions of Personnel which they provide to Client. 4.​ TERM & TERMINATION. The Agreement is for a term of twelve (12) months from the Effective Date and will automatically renew annually for subsequent twelve (12) month terms on the anniversary date of the Effective Date. Either party may terminate this Agreement without cause upon thirty (30) days’ written notice to the other party. However, regardless of such termination, scheduled and/or currently active assignments of Personnel shall be completed per the applicable Confirmation of Assignment (“COA”) and compensation for such assignment paid to SHC. In the case of a breach of this Agreement, the non-breaching or non-defaulting party may immediately terminate this Agreement in writing upon the occurrence of any of the following events: failure to timely pay invoices, voluntary or involuntary filing for bankruptcy protection or receivership, or any material breach of the Agreement. 5.​ RELATIONSHIP OF PARTIES. Neither party is the agent of the other. Neither party is authorized to bind the other to any responsibility or obligation without the written consent of the other. SHC, Client, and any Affiliate Vendors are each independent contracting entities and do not intend in this Agreement to create any joint Revised: 1/2025​ ​ Page 3 of 13

venture, partnership, or association under federal or state law. Client shall not make any payment directly to Personnel, unless authorized in writing by SHC. 6.​ NON-SOLICITATION. To the extent permitted by state law, the Parties mutually agree that during the term of this Agreement and for one (1) year thereafter, neither Party will directly or indirectly solicit or hire the other Party’s Personnel or internal employees. However, nothing herein prohibits a Party from engaging in the general solicitation (whether by internet, newspaper, or other periodical or pursuant to the use of an executive search consultant) of Personnel and internal employees (or hiring any employees that respond to such general solicitation) so long as such solicitation is not directed specifically at Personnel and internal employees of the other Party. Notwithstanding the above, Client may hire any Personnel with written consent of SHC or by complying with the Placement and Direct Recruitment Sections found in Schedule B of this Agreement. 7.​ INDEMNIFICATION. To the extent permitted by law: a.​ By SHC. SHC will defend, indemnify, and hold Client and its parent(s), subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, causes of action, damages, and liabilities (including reasonable attorneys’ fees) to the extent caused by SHC’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in section 1; or the negligence, gross negligence, or willful misconduct of SHC or SHC’s officers, employees, or authorized agents in the discharge of those duties and responsibilities. b.​ By Client. To the extent permitted by law, Client will defend, indemnify, and hold SHC and its parent(s), subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, causes of action, damages, and liabilities (including reasonable attorneys’ fees) to the extent caused by Client’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in section 2; or the negligence, gross negligence, or willful misconduct of Client or SHC’s officers, employees, or authorized agents in the discharge of those duties and responsibilities. Notwithstanding the foregoing, nothing in this Agreement shall constitute or be construed as a waiver of sovereign immunity, official immunity, good faith immunity, the public duty doctrine, or any other immunities or defenses available under state or federal law to the Client, its directors, officers, administrators, other employees, and/or agents. c.​ By Affiliate Vendor. Affiliate Vendor will defend, indemnify, and hold Client and SHC and their parent(s), subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, causes of action, damages, and liabilities (including reasonable attorneys’ fees) to the extent caused by the negligence, gross negligence, or willful misconduct of Affiliate Vendor or Affiliate Vendor’s officers, employees, or authorized agents. d.​ Notice. As a condition precedent to receiving rights under this Section, the party seeking such rights (“Indemnified Party”) will inform the other party (the “Indemnifying Party”) within 10 business days after it receives notice of any claim, loss, liability, or demand for which it seeks indemnification from the other party; and the party seeking indemnification will cooperate in the investigation and defense of any such matter and shall furnish to the Indemnifying Party the complete details within its knowledge of the occurrence which is the basis of the indemnification claim. Any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations except to the extent, if any, that the Indemnifying Party shall have been materially prejudiced by reason of such delay or failure. The Indemnifying Party shall have authority to defend or settle the claim as it sees fit; however, the Indemnified Party, at its sole discretion and expenses, shall have the right to participate in the defense and/or settlement of the claim and the Indemnifying Party may not settle any claim that imposes liability or other obligation on the Indemnified Party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld. e.​ Limitations. Each Party waives its right to assert any common-law (or other) indemnification or contribution claim against the other Party or against an Affiliate Vendor. Revised: 1/2025​ ​ Page 4 of 13

NEITHER PARTY SHALL BE LIABLE FOR OR BE REQUIRED TO INDEMNIFY THE OTHER PARTY OR AN AFFILIATE VENDOR FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR LOST PROFIT DAMAGES THAT ARISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF HOW CHARACTERIZED, OR THE ACTS OR OMISSIONS OF THE OTHER PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.​ MAINTENANCE OF BOOKS AND RECORDS. SHC shall maintain records relating to Services rendered as may be required by Client or by any fiscal intermediary, federal, state, or local government agency, or other party to whom billings are submitted, which shall not be less than five (5) years from the date of such Service. Upon reasonable written notice, either party may, at its own expense, inspect the other party’s financial records relating to this Agreement at reasonable times and locations, and the audited party shall reasonably cooperate with such audit. Auditors who are not employees of the auditing party may be engaged for this purpose only with the written consent of the audited party. 9.​ COMPLIANCE. The Parties agree that each shall perform its obligations under this Agreement (a) in substantial compliance with all applicable federal, state, and local laws, rules, ordinances, and regulations; and (b) consistent with the reasonable and lawful policies and procedures of Client. a.​ HIPAA & FERPA. Client shall comply with the Health Insurance Portability and Accountability Act (HIPAA) and the Family Educational Rights and Privacy Act (FERPA) when providing Personnel with access to confidential medical or educational records. Any records or other individually identifiable personal information disclosed to SHC, in any form, whether communicated electronically, on paper, or orally, shall be protected from unlawful disclosure in accordance with applicable federal and state law. b.​ OSHA, TJC & FERPA. The Parties shall comply with guidelines from The Joint Commission (TJC), Occupational Safety and Health Administration (OSHA), and FERPA for the use of supplemental staffing services. 10.​APPROPRIATION OF FUNDS REQUIRED (PUBLIC CLIENTS). For a Client funded by a federal, state, or municipal agency, it is understood and agreed between the Parties that Client shall be bound and obligated only to the extent that funds shall have been appropriated and budgeted for the purposes of this Agreement. In the event funds are not appropriated and budgeted in any fiscal year for payments due under this Agreement, Client shall immediately notify SHC of such occurrence and this Agreement shall terminate on the last day of the fiscal year for which an appropriation was received without penalty or expense to Client or SHC of any kind. Notwithstanding the above, should Client fail to notify SHC as stated above and Client continues to accept Services from Personnel, Client shall be liable for and agrees to pay SHC for such Services. 11.​OWNERSHIP OF DOCUMENTS. All data, specifications, documents, photographs, records, summaries, reports, memoranda, and other information and material (collectively, “documentation”) prepared or accumulated by Personnel in rendering Services shall be the sole property of Client, who shall have the sole responsibility for maintaining all original documentation. Neither SHC nor Personnel shall be liable or legally responsible for Client's use or maintenance of such documentation, including following termination of the Agreement. 12.​SUSPENSION AND DEBARMENT. Each party represents that it is not currently under investigation, suspended, proposed for debarment, declared ineligible, voluntarily excluded, or debarred by any state or federal governmental agency for any violation of the Social Security Act, Medicare or Medicaid laws, or any other programs administered by, through or under any state or federal agency. Further, each party represents that to the best of its reasonable knowledge its currently practicing staff (for SHC, Personnel and for Client, its providers and staff, hereinafter collectively “Staff”) are not under sanction by a state or federal governmental agency; that its Staff are not currently excluded from participating in the Medicare or Medicaid programs; and that no proceeding to sanction, disbar, or exclude Staff is pending. In the event an investigation of a party is initiated by any state or federal governmental agency for Medicare or Medicaid fraud, or it is discovered that the representations contained herein are false, the nonbreaching party reserves the right to immediately Revised: 1/2025​ ​ Page 5 of 13

terminate this Agreement. It is understood and agreed to by the parties that the ability to verify if any Staff are currently debarred is dependent upon the accuracy of the information contained on the U.S. Office of Inspector General list of excluded persons and the representations of each individual. 13.​NOTICES. Unless otherwise provided in this Agreement, notice (“Notice”) required under this Agreement shall be deemed to have been delivered when sent through email, U.S. mail, postage pre-paid, certified, return receipt requested, five (5) days after mailing; or, by overnight mail, upon receipt, as follows: If to Client: ​

School District of Clayton​ #2 Mark Twain Circle​ Clayton, MO 63105​ Attn: Chief Financial Officer Email: johnbrazeal@claytonschools.net If to SHC: ​

SHC Services, Inc. d/b/a Supplemental Health Care 6955 Union Park Center Drive, Suite #400 Cottonwood Heights, UT 84047 Attn: Contracting Department Email: legalnotice@shccares.com The Notice address may be changed in writing by providing the other party a new Notice address. In the event of a critical situation, service of Notice by email will accomplish delivery of Notice, if the noticing party provides proof of receipt. 14.​CONFIDENTIALITY. a.​ Conditions. During the term of this Agreement, each party will have access to confidential or proprietary information of the other party, its affiliates, and their clients (“Confidential Information”). As used in this Agreement, Confidential Information means information belonging to SHC or Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage including, without limitation, financial information, business practices and policies, know-how, trade secrets, marketing or sales information or plans, customer and employee lists, business plans, and proprietary software. Each party will protect the other party’s Confidential Information with a high degree of care and will not use the other party’s Confidential Information other than in connection with its obligations under this Agreement or as required by law or legal process (in which case the disclosing party shall provide notice to the other party prior to such disclosure). Client further acknowledges that the ability to attract and retain qualified Personnel to fill the positions required by Client is a competitive advantage belonging to SHC, and that SHC’s database of Professionals constitutes a trade secret of SHC, which is confidential, proprietary, and not disclosable to Client. No knowledge, possession, or use of Client’s confidential information will be imputed to SHC as a result of access by Personnel to such information. The provisions set forth herein shall survive expiration or other termination of this Agreement, regardless of the cause of such termination. b.​ Security. Each party shall maintain up to date best practices regarding physical and technical security measures to protect against unauthorized access to a party’s Confidential Information. Each party represents and warrants that all equipment and software used and maintained to provide services hereunder shall be equipped and routinely updated with all current industry standard security protections. All security protections shall follow the specifications of HIPAA, where applicable, and related applicable state rules. 15.​MISCELLANEOUS. a.​ The laws of the State in which Services are provided shall govern the interpretation and construction of this Agreement to the exclusion of the law of any other forum, without reference to any conflicts of law principles thereof. b.​ Neither party may assign this Agreement without the prior written approval of the other. Revised: 1/2025​ ​ Page 6 of 13

c.​ This Agreement and any Exhibits or Schedules attached to it contain the entire understanding between the parties and supersede all prior agreements and understandings relating to the subject matter of the Agreement. Any COAs executed following the Effective Date shall be incorporated here by reference. d.​ This Agreement may be amended at any time by mutual agreement of the Parties, providing that such amendment is in writing and executed by both Parties. e.​ No provision of this Agreement may be waived unless agreed to in a writing signed by the parties. The failure of a party to enforce the provisions of this Agreement will not be a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement. f.​ In the event that any clause in this Agreement is found to be invalid or unenforceable, or to be in conflict with existing or future applicable law, all other clauses are severable and will remain in full force and effect. g.​ The services that SHC will render to Client under this Agreement will be as an independent contractor. Nothing contained in this Agreement will be construed to create the relationship of principal and agent, or employer and employee, between SHC and Client. h.​ The rule of construction that ambiguities in an agreement are to be construed against the drafter will not be invoked or applied in any dispute regarding the meaning of any provision of this Agreement. i.​ Section headings are inserted solely for the convenience of reference. They will in no way define, limit, extend, or aid in the construction of the scope, extent, or intent of this Agreement. j.​ Neither party will be responsible for failure or delay in performance if such is due to labor disputes, strikes, fire, riot, war, terrorism, acts of God, or any other causes beyond the control of the nonperforming party. k.​ This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Signatures delivered via PDF or DocuSign (or other reputable electronic platform) shall be sufficient to bind the Parties. l.​ Provisions of this Agreement, which by their terms extend beyond the termination or nonrenewal of this Agreement, will remain effective after termination or nonrenewal. m.​ In the event of a conflict between or among the terms and conditions included in this Agreement and the terms and conditions included in the SOW (Schedule A), the BTA (Schedule B), or the COA, the order of precedence shall be: (a) COA; (b) BTA; (c) SOW; and (d) the Agreement. The below authorized representatives agree to, execute and bind such Party to this Agreement as of the Effective Date set forth above. SHC Services, Inc. dba​ Supplemental Health Care School District of Clayton By:

By:

Name: Erin Johnson Name:

Title: Senior Division Director of Sales and Client Services Title:

Date: 5/19/2025 Date:

Revised: 1/2025​ ​ Page 7 of 13

SCHEDULE A: SCOPE OF WORK Bill Rates As explained in greater detail in Schedule B, the hourly bill rates below (Base Rate, Incentive Rate, and Critical Rate) are inclusive of payroll and related costs, employee benefits, workers’ compensation insurance, malpractice insurance, and travel expenses if required. Sales tax will be added where required by applicable law.

NURSING SPECIALTIES Base Rate Incentive Rate Critical Rate Medically Complex - Registered Nurse (RN) $70

Registered Nurse (RN) $70

Licensed Practical/Vocational Nurse (LPN/LVN) $63

ALLIED SPECIALTIES Base Rate Incentive Rate Critical Rate Physical Therapist (PT) $82

Occupational Therapist (OT) $82

Speech Language Pathologist (SLP) $86

Physical Therapy Assistant (PTA) $69

Certified Occupational Therapy Assistant (COTA) $69

Speech Language Pathologist Assistant (SLPA) $69

ADDITIONAL SPECIALTIES Base Rate Incentive Rate Critical Rate Paraprofessional Teacher (PARA) $41

School Psychologist Examiner (SPSX) $92

School Psychologist (SPSY) $96

Special Education Teacher $79

Incentive & Critical Rates: Used during staffing conditions including but not limited to last-minute postings, rapid starts, bulk orders and to adjust to market conditions. Client & SHC will agree when necessary to use.

Revised: 1/2025​ ​ Page 8 of 13

Service Locations Client may request Services at the following non-exhaustive list of Client locations. The Parties agree that additional Client locations may be specified and/or requested via a COA or written notice, and this Agreement shall be binding and apply to Services performed by SHC at or for any Client location, not just those listed below. School/Facility Name School/Facility Address School/Facility Needs (optional; not exhaustive)

(may attach more page(s) for additional Service Locations, as necessary)

ACCEPTED AND AGREED BY AND ON BEHALF OF: SHC Services, Inc. dba​ Supplemental Health Care School District of Clayton By:

By:

Revised: 1/2025​ ​ Page 9 of 13

SCHEDULE B Billing Terms Addendum This Billing Terms Addendum (“BTA”) forms a necessary part of the Agreement and outlines the Client-specific terms related to managing timecards, billing, payment, and other accounting terms. 1.​ ACCOUNTING CONTACT INFORMATION. For day-to-day communication related to the topics covered in this BTA, the Parties shall use the below contact information: School District of Clayton ​ #2 Mark Twain Circle ​ Clayton, MO 63105​ ​ Attn: Chief Financial Officer Email: invoices@claytonschools.net SHC Services, Inc. d/b/a Supplemental Health Care P.O. Box 677896 Dallas, TX 75627-7896 Attn: Accounting Email: AccountingContracts@shccares.com (Invoicing & Timekeeping) Remit@shccares.com (Remittance Details) 2.​ COMPENSATION AND BILLING REQUIREMENTS. a.​ SHC will bill Client weekly for the Services performed in accordance with Schedule A – Scope of Work (“SOW”), Schedule B – Billing Terms Addendum (“BTA”), and Confirmation of Assignment (“COA”), any of which may be amended from time to time by mutual consent and are incorporated herein by reference. Client agrees to pay SHC based on the agreed applicable rates in exchange for services rendered under the Agreement. The Parties acknowledge that depending on the length of the job assignment, specific credentialing requirements, and/or the availability of staff, there may be instances where the Bill Rate charged for a particular assignment will exceed the rates set forth in Schedule A. Therefore, the Parties agree to execute a COA for each Personnel setting forth the specific requirements and the applicable Bill Rate for that assignment. Schedule A may be modified by SHC and Client to add additional specialties and/or to ensure Bill Rates remain competitive in each market on an as needed basis. b.​ Bill Rates listed in the SOW, BTA, and COA are inclusive of all employment costs associated with a Personnel assignment, including but not limited to wages, payroll taxes, employee benefits, workers’ compensation insurance, malpractice insurance, and reimbursable meal and lodging expenses, as applicable, unless otherwise stated. Sales tax on Services shall be added to all invoices as mandated by applicable law. SHC and Client have entered a reimbursable arrangement requiring SHC to maintain adequate records or other sufficient evidence to satisfy the substantiation requirements of Internal Revenue Code Section 274(d), which will be provided to Client via SHC invoices. 3.​ TIME CAPTURE REQUIREMENTS. a.​ Timekeeping: Personnel will enter time daily and record their time worked at Client’s facility using SHC’s designated electronic timekeeping system (BullHorn). Client shall not permit or require any off-the-clock work by Personnel. Client will approve all time worked by Personnel in the previous week no later than 3:00 pm local time every Monday. SHC’s work week is defined as Sunday at 7:00 am – Sunday 6:59 am. b.​ Breaks/Meal Periods: Client shall provide Personnel with all meal periods and rest breaks in the manner and for the time required by law governing the location of the worksite. It is Client’s responsibility to ensure that such break/meal periods are taken by Personnel and identified as necessary on Personnel’s time sheets prior to approving such time sheet. In the event a meal period or rest break is worked by Personnel, Client shall still approve all time worked by Personnel. California Clients only: if Personnel are prevented by Client from taking meal or rest periods as required by California law, Client shall be invoiced for any penalties that must be paid to Personnel. c.​ Minimum Guarantee: Client agrees to schedule all Personnel confirmed for any Contract Assignment for weekly full-time minimum hours of either (i) forty (40) for all eight (8), ten (10) or any combination of eight (8) and ten (10) hours shifts; or (ii) a minimum of thirty-six (36) hours or forty-eight (48) hours for all twelve (12) hour shifts; or (iii) thirty (30) units for all visits (“Minimum Weekly Hours”) and to Revised: 1/2025​ ​ Page 10 of 13

guarantee the total assignment hours (“Minimum Assignment Hours”) for the assignment as specified in the COA. The calculation of the guaranteed Minimum Weekly Hours includes regular, call back and overtime hours worked, but does not include any uncontrolled “On-call” time. Client may place Personnel in normal rotation to transfer/float, if necessary, in order to meet the Minimum Assignment Hours requirement. Notwithstanding the foregoing, the Minimum Weekly Hours or Minimum Assignment Hours shall not apply to Personnel who are assigned to Client on a per diem basis. d.​ Travel Contract Assignments (if applicable): Client agrees that Personnel who are required to travel away from home to fill an assignment will be retained for full time positions (as defined above) for a period of 13 weeks minimum (“Travel Assignments”), unless otherwise agreed by the Parties in the COA. e.​ Client Systems: In the event Personnel utilize any Client access, timeclock or timekeeping system, Client shall maintain sole responsibility for compliance with all applicable laws related to such system(s) used by Personnel, including, but not limited to, securing any required consents from Personnel and issuing any required notices to Personnel as it may relate to Client’s collection of biometric data. Client shall maintain sole responsibility for any and all rounding performed by Client’s timekeeping system. 4.​ INVOICING & PAYMENT REQUIREMENTS. a.​ SHC shall send an invoice to Client every Friday via email. Invoices shall be in a PDF document format and include, as applicable, the following details: facility location and/or unit where services were rendered, name of Personnel, shifts worked, bill rate, invoice total, and travel meal and lodging reimbursement information. Client is obligated to timely pay SHC invoices regardless of Client’s ability to bill or collect from third party payors for professional services rendered by Personnel under this Agreement. b.​ Invoices are due upon receipt, with net payment terms of 30 days. Any remaining balance from payments made will be automatically credited to Client’s oldest unpaid invoices. Each invoice, or portion thereof, which remains unpaid for thirty (30) days after the invoice date, will bear interest at 1.5% per month compounded monthly (Annual Percentage Rate of 18%) or the maximum legal rate, whichever is higher, calculated from the date of receipt. Client agrees to pay all reasonable attorneys’ fees and costs incurred by SHC in collecting past due invoices. c.​ Client’s approval of the work time submitted for Personnel certifies that the documented hours are correct and authorizes SHC to bill Client for those hours. If Client disputes an invoice for services provided by SHC, Client must notify SHC in writing within fourteen (14) days of the date of the disputed invoice. All invoices that are not disputed in writing within fourteen (14) days of receipt are conclusively presumed to be valid and accepted by Client. If a portion of any invoice is disputed, Client will pay the undisputed portion. Client agrees to furnish SHC with documentation to support any disputed invoice amount. Should the Client have any questions or disputes, please contact AccountsReceivable@shccares.com.​

5.​ ASSIGNMENT CANCELLATION REQUIREMENTS. Client acknowledges the time and expense required for SHC to recruit and schedule Personnel and that Personnel decline other offers to perform services for Client. Therefore, Client agrees to comply with the following conditions should it wish to cancel any assignment following the execution of a COA: a.​ Without Cause: i.​ Contract Assignment Prior to Start: If Client wishes to cancel a Contract Assignment before such assignment begins, Client must provide SHC written notice at least fourteen (14) days prior to the scheduled commencement date of that assignment. If fewer than fourteen (14) days’ written notice is provided, then Client shall be invoiced two (2) weeks of guaranteed Minimum Weekly Hours at the applicable confirmed hourly billing rate as defined in the COA, plus any travel or lodging expenses that could not be cancelled because of the cancelled assignment. Written notice shall be deemed to be given upon receipt by SHC. Revised: 1/2025​ ​ Page 11 of 13

ii.​ Contract Assignment After Commencement: If Client wishes to cancel a Contract Assignment that has commenced, Client shall provide SHC with a minimum of thirty (30) days’ prior written notice and SHC shall invoice Client for any costs incurred for travel and lodging that could not be cancelled because of the cancelled assignment. If fewer than thirty (30) days’ written notice is provided, then Client shall be invoiced four (4) weeks of guaranteed Minimum Weekly Hours at the applicable confirmed hourly Bill Rate as defined in the COA, plus any travel or lodging expenses that could not be cancelled because of the cancelled assignment. Written notice shall be deemed to be given upon receipt by SHC. iii.​ Per Diem Assignments: If Client wished to change or cancel a per diem assignment before the assignment begins, Client must provide SHC with notice of change or cancellation twenty-four (24) hours prior to Personnel’s scheduled reporting time. Otherwise, Client shall be billed and shall pay four (4) hours at the applicable confirmed hourly Bill Rate as defined in the COA. Client may, at its discretion, use the services of Personnel for the four (4) hours that are billed to Client. b.​ For Cause: If Client is dissatisfied with the work performance of any Personnel, Client has the right to reject or discontinue the use of such Personnel. Client shall notify SHC immediately in writing if any productivity or training challenges arise regarding any Personnel. SHC shall have an opportunity to work with Personnel to rectify the situation. Should the problem persist following SHC’s remediation efforts, Client may terminate the assignment of any Personnel who is insubordinate, lacks appropriate licensure, training, and experience; fails to follow Client’s policies and procedures, or fails to engage in commonly accepted standards of care. Client agrees that it will pay for all Personnel time worked up to the time of termination. Client will provide a specific basis for the termination in writing, which will be explained to Personnel and reported, as required, to state professional licensing standards and SHC’s Quality Assurance department. If Client fails to notify SHC within thirty (30) days of first experiencing productivity or training challenges, Client hereby waives its rights under this section. 6.​ RATES AND FEES. a.​ Orientation: All hours Personnel spend in orientation are billable at the standard hourly bill rate. b.​ Overtime: Client will be invoiced for and will pay SHC for all hours worked by Personnel in excess of forty (40) hours in a workweek at a rate of 1.5 times the standard hourly bill rate (the “overtime rate”). For all hours worked by Personnel in the following states, the below premium rates shall apply: ●​ Alaska and California: overtime rate applies to all hours worked over eight (8) hours in a workday. ●​ Colorado: overtime rate applies to all hours worked over twelve (12) hours in a workday. ●​ California: double time rate of 2.0 times the standard hourly bill rate applies to all hours worked over twelve (12) hours in a workday. c.​ Mileage Costs: Client shall pay the then-current IRS Standard rate for all itinerate mileage for Personnel whom Client requires travel during a shift between Client’s facilities or between students’ locations. d.​ Bill Rate Increases: The bill rates specified in Schedule A of this Agreement may be increased (i) once per year following the Effective Date upon thirty (30) days’ prior written notice from SHC to Client or (ii) upon a change in law requiring additional labor expenses unforeseen at the start of a Personnel’s assignment (e.g., wage increases, benefits, payroll taxes, social program contributions, or charges linked to benefit levels), in which case SHC shall provide Client with five (5) days’ prior written notice. e.​ Travel and Lodging Expenses (Advanced Practice Assignments Only): Client is responsible for all costs for round trip transportation, local transportation, and housing. Such expenses may be provided directly by Client or by SHC and then billed back to Client. f.​ Hospital Privileges (Advanced Practice Assignments Only): Client is responsible for the costs of any hospital privileges offered to any Advanced Practice Personnel. Revised: 1/2025​ ​ Page 12 of 13

7.​ CLIENT’S RIGHT TO HIRE SHC PERSONNEL. a.​ Placement Fees: To the extent permitted by state law, if Client uses the services of any Personnel as its direct employee, as an independent contractor, or through any person or firm other than SHC after Personnel has fulfilled 1,040 hours of service under this Agreement, Client agrees to pay SHC a placement fee of 5% of Personnel’s first year salary to compensate SHC for its services to identify, recruit, retain, and credential such Personnel. If Client desires to hire Personnel prior to Personnel’s completion of 1,040 hours, then Client agrees to pay a placement fee in accordance with the conversion table below.

b.​ Direct Recruitment Fee: To the extent permitted by state law, in the event Client wishes SHC to search for qualified candidates (“Candidate”) to be hired by Client, then Client agrees to pay SHC a recruitment fee of 25% of the Candidate’s first year salary, for any Candidate presented to Client by SHC who accepts a position with any clinic, school, group or organization owned, operated, subcontracted with or otherwise affiliated with Client. This recruitment fee shall apply to each Candidate introduced to Client by SHC for a permanent position with Client, whether or not the Candidate has actually performed Services through SHC. The fee will be due on the date a Candidate signs an agreement with Client or the first day that the Candidate begins work for Client, whichever comes first. c.​ No Restriction on Personnel. Nothing in this Section is intended to or shall be construed to limit the employment opportunities of Personnel but rather to ensure that SHC is compensated for its work to identify qualified Personnel for Client.

ACCEPTED AND AGREED BY AND ON BEHALF OF: Supplemental Health Care School District of Clayton By:

By:

Revised: 1/2025​ ​ Page 13 of 13

Aggregate Hours Worked by Personnel for Client in Preceding Twelve-Month Period Placement Fee Prior to completing 260 hours 25% of annualized starting salary After Completion of 261 - 520 hours 20% of annualized starting salary After Completion of 521 - 780 hours 18% of annualized starting salary After Completion of 781 - 1039 hours 12% of annualized starting salary After Completion of 1,040+ hours 5% of annualized starting salary