RHTP Project Partner Agreement

Program	CommHIT Everywhere, Florida Rural Health Transformation Program (RHTP)
Funding	CMS award 1RHTSSCMS332067-01-00 (CFDA No. 93.798), through AHCA Agreement No. GFA124
Term	August 1, 2026 through July 31, 2027
Applies to	Organizations engaged by CommHIT as Project Partners (vendors and contractors, not subrecipients of RHTP funds)

Each Project Partner signs its own copy of this MOU together with its Statement of Work.

This Memorandum of Understanding (“MOU”) is made effective as of August 1, 2026 (“Effective Date”), by and between CommunityHealth IT, Inc., a Florida not-for-profit corporation with its address at SR 405 Building M6-306, Kennedy Space Center, FL 32899 (“CommHIT”) and the organization named in the executed MOU (“Project Partner”), referred to individually as “Party” and jointly as “Parties.”

Recitals

WHEREAS, the U.S. Department of Health and Human Services, Centers for Medicare and Medicaid Services (“CMS” or “Federal Funding Agency”) awarded Rural Health Transformation Program (“RHTP”) funds through a cooperative agreement to the State of Florida Agency for Health Care Administration (“AHCA”) pursuant to Section 71401 of Public Law 119-21 (July 4, 2025), with award number 1RHTSSCMS332067-01-00 (CFDA No. 93.798) (the “Prime Award”);

WHEREAS, under executed Agreement No. GFA124 (“GFA124”), AHCA is providing a subaward of RHTP funds to CommHIT to support the operation of “CommHIT Everywhere” preventive care and care-at-home program;

WHEREAS, CommHIT desires to engage Project Partner to provide work in support of the RHTP;

WHEREAS, Project Partner desires to perform the work and has represented to CommHIT that it is capable of performing and willing to carry out the work consistent with all applicable federal and state laws, regulations and RHTP program requirements, and subject to the timetable; and,

WHEREAS, if CommHIT receives one or more additional RHTP subawards over the next five years, the Parties may, subject to applicable approvals and mutual agreement, enter into subsequent agreements for similar services in support of those awards.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

Agreement

1. Project Partner’s Deliverables and Term

Project Partner is defined as a Vendor/Contractor and not as a subrecipient of RHTP funds. Project Partner shall provide products for payment (“Deliverables”) to CommHIT as set forth in the Statement of Work (“SOW”) attached hereto as Attachment 1. The Parties may agree mutually to add subsequent, additional SOWs, in substantially similar form, through the written amendment process set forth in section 20(b). Each additional SOW shall become part of, and be governed by the terms of, this MOU upon execution by both Parties and will be incorporated herein by reference upon execution of the corresponding written amendment. Each additional SOW as may be executed under this MOU shall specify its own period of performance and payment, which shall fall within, and shall not extend beyond, the Term of this MOU, unless the Parties amend this MOU to extend the Term. A request for a change or addition of Deliverables that will impact scope, dates, terms, or fees will be considered an amendment requiring written approval by both CommHIT and Project Partner before incorporating the requested change into the applicable SOW.

In the event of a conflict between this MOU and any attachment hereto, this MOU shall control, except for Federal requirements in Attachment 2, which shall control for all Project Partners. Work performed under this MOU shall be limited to the scope described in one or more executed SOWs. Nothing herein shall prohibit the Parties from entering into separate agreements for other projects or services.

The term of this MOU shall commence on the Effective Date, August 1, 2026 and end on July 31, 2027, unless terminated earlier pursuant to Section 9. This MOU may be renewed by amendment signed by the Parties.

2. Standard of Performance

Project Partner shall perform its obligations and provide the Deliverables in accordance with: (a) any CommHIT-issued specifications, (b) applicable industry standards, (c) RHTP requirements, (d) the requirements of the Prime Award applicable to Project Partner’s work, and (e) applicable federal and state laws, regulations, and guidance.

3. Representations

Project Partner represents and warrants that it: (a) is duly organized and authorized to perform its obligations under this MOU; (b) holds, and shall maintain throughout the Term, all licenses, permits, certifications, accreditations, registrations, and approvals required to perform the work described in the applicable SOW; (c) shall maintain an active SAM.gov registration and valid UEI throughout the Term, as required by the Prime Award; (d) is not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in federal programs (Attachment 3(A)); (e) has complied, and shall continue to comply, with all applicable federal lobbying restrictions and certification requirements (Attachment 3(B)); and (f) is not, and shall not become, listed on Florida’s Forced Labor Vendor List under Section 287.1346, Florida Statutes.

4. Staffing

Project Partner is solely responsible for the selection, supervision, and performance of its personnel, subcontractors, and agents. Project Partner shall not represent that CommHIT credentials, licenses, employs, or supervises Project Partner’s personnel.

5. Payment

CommHIT shall pay Project Partner the amounts set in the Payment Schedule set forth in the applicable SOW, not to exceed the maximum amount stated therein. Invoices submitted more than thirty (30) days after the end of the applicable quarter shall not be paid. CommHIT shall pay approved invoices within sixty (60) days after receipt of a timely invoice.

Payments hereunder are contingent upon satisfactory performance by Project Partner and the continued availability of funding under the GFA124. If AHCA amends, suspends, reduces, or terminates the GFA124, or otherwise requires modifications to Project activities funded under the GFA124, CommHIT may suspend performance, reduce funded activities, or terminate this MOU to the extent reasonably necessary to comply with such action, with payment limited to Deliverables satisfactorily completed and accepted prior to that notice. If any provision of this MOU conflicts with a requirement CommHIT is bound to impose under the GFA124, the GFA124’s requirement shall control, and the Parties shall amend this MOU in writing to resolve the conflict.

Project Partner shall repay to CommHIT, within fifteen (15) calendar days after written demand, any amount paid under this MOU for any deliverable (or portion thereof) that is subsequently determined by CommHIT, AHCA, CMS, or an authorized auditor to be unsupported, unallowable, duplicative, unearned, outside the applicable period of performance, or otherwise noncompliant with this MOU, the GFA124, or applicable law, to the extent resulting from Project Partner’s act, omission, documentation failure, or noncompliance. Project Partner shall also reimburse CommHIT for any amount CommHIT is required to repay to AHCA, CMS, or another governmental authority as a result of Project Partner’s act, omission, or failure to comply with this MOU. This Section shall survive for the duration of the applicable record-retention and audit period required under the GFA124, but not less than ten (10) years following final grant closeout.

6. Intellectual Property Rights

Project Partner agrees to the following:

(a) Work Made for Hire & Ownership Flow-Down. To the extent required by the GFA124 and applicable law, and to the extent eligible for copyright protection, Deliverables created by Project Partner using RHTP grant funds shall be deemed works made for hire, and legal title and copyright in such Deliverables shall vest in the State of Florida, Department of State, or AHCA pursuant to Section 286.021, Florida Statutes, and Sections I.S.7, I.S.10, and I.S.13 of the GFA124. Project Partner acknowledges that CMS and the Federal Government retain royalty-free, non-exclusive, irrevocable rights to reproduce, publish, or otherwise use such Deliverables for federal purposes pursuant to 2 C.F.R. § 200.315 and CMS Cooperative Agreement No. 1RHTSSCMS332067-01-00. Notwithstanding the foregoing, ownership of Deliverables under this Section shall not be construed to transfer ownership of any product, technology, equipment, software, invention, patent, patent application, trade secret, know-how, methodology, or other intellectual property of Project Partner, unless expressly identified as a Deliverable in an applicable SOW.

(b) Non-Infringement Warranty & Indemnification. Project Partner warrants that it owns, or has obtained all rights necessary to provide, the Deliverables and that the Deliverables will not infringe upon or violate any patent, copyright, trademark, trade secret, or other proprietary right of any third party, or constitute defamation or invasion of privacy. Pursuant to Section I.S.12 of the GFA124, Project Partner shall defend, indemnify, and hold harmless CommHIT, the State of Florida, and AHCA from and against any claims, losses, liabilities, or expenses (including reasonable attorneys’ fees) arising out of any breach or claimed breach of this warranty, except to the extent such claim arises solely from alterations made by CommHIT or AHCA, or combination with non-Project Partner data or systems.

(c) Use of CommHIT-Furnished Materials. Subject to the ownership rights of the State of Florida under Section 286.021, Florida Statutes, CommHIT authorizes Project Partner to use operational playbooks, standard operating procedures, clinical workflows, forms, templates, and similar materials furnished by CommHIT under the RHTP solely for Project activities, internal operations, and patient care activities. Project Partner shall not sell, sublicense, commercialize, distribute, or permit use of such materials by third parties without prior written authorization from CommHIT and any other approval required by applicable law or the Prime Award.

7. Employee Background Screening Requirements

Project Partner shall ensure that all employees, agents, and subcontractors with access to personally identifiable information (PII), protected health information (PHI), or financial information undergo a criminal background screening comparable to a Level 2 screening under Section 435.04, Florida Statutes, or a Level 1 screening under Section 435.03, Florida Statutes where Level 2 screening is not legally authorized, before receiving such access. Project Partner shall maintain screening records and shall not permit individuals with disqualifying criminal histories to perform work requiring such access unless otherwise permitted by law.

8. Confidentiality, Privacy, and Data Security

(a) Definition of Confidential Information. As used herein, “Confidential Information” means any non-public business, technical, financial, operational, proprietary, or personal information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally, electronically, visually, or in writing. Confidential Information includes, without limitation: (i) business plans, methodologies, procedures, workflows, pricing information, operational data, and strategic information; (ii) trade secrets, software, technology, reports, and analyses; and (iii) personally identifiable information (“PII”), protected health information (“PHI”), and other information protected from disclosure by applicable law. Confidential Information does not include Deliverables governed by Section 6. No PHI is to be disclosed to CommHIT.

(b) Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes publicly available through no breach of this MOU; (ii) was lawfully known to the Receiving Party before disclosure; (iii) was independently developed without use of or reference to the Confidential Information; (iv) was lawfully obtained from a third party without restriction; or (v) is required to be disclosed under applicable law, court order, or lawful governmental request.

(c) Confidentiality Obligations. The Receiving Party shall use Confidential Information solely for purposes of performing its obligations under this MOU and shall protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information, and no less than a reasonable degree of care. The Receiving Party shall restrict access to Confidential Information to those employees, agents, professional advisors, and approved subcontractors who have a legitimate need to know such information for purposes of performing obligations under this MOU. The Receiving Party shall not disclose Confidential Information to any other person and shall take reasonable administrative, technical, and physical measures to prevent unauthorized access, use, or disclosure. All persons granted access to Confidential Information shall be bound by confidentiality obligations no less protective than those contained herein.

Upon expiration or termination of this MOU, or upon written request of the Disclosing Party, the Receiving Party shall return or destroy Confidential Information in its possession, except to the extent retention is required by applicable law, the GFA124, or an applicable records retention requirement.

(d) PHI and Data Security. To the extent Project Partner creates, receives, maintains, transmits, accesses, or stores PHI or PII in connection with its performance under this MOU, Project Partner shall comply with all applicable federal and state privacy and security laws, including HIPAA, HITECH, Section I.W of the GFA124, and any applicable Business Associate or other Agreement. Project Partner shall implement reasonable administrative, physical, and technical safeguards, including encryption and access controls where required by law.

(e) Data Breach and Security Incident Notification. Project Partner shall comply with Section 501.171, Florida Statutes, HIPAA, HITECH, and all other applicable breach-notification requirements. Project Partner shall notify CommHIT in writing immediately, and in no event later than twenty-four (24) hours after discovery, of any security incident, unauthorized access, unauthorized disclosure, or breach affecting RHTP-related information, systems, Deliverables, or records associated with this MOU. Such notice shall describe the nature and scope of the incident without including PHI unless specifically authorized by law.

(f) CommunityHealth IT Privacy Compliance Plan (Plan). Project Partner shall comply with the CommunityHealth IT Privacy Compliance Plan, as approved by AHCA and incorporated herein by reference. Compliance with the Plan is a material obligation under this MOU. For purposes of the Plan, Project Partner is referred to as the “Partner.” Project Partner shall not intercept, record, monitor, transcribe, or otherwise capture communications subject to Chapter 934, Florida Statutes, or applicable federal communications privacy laws except as expressly permitted by the Plan and applicable law. Project Partner shall promptly notify CommHIT of any actual or suspected violation of the Plan and shall not use, disclose, retain, or distribute any recording or information obtained in violation of the Plan except as necessary to investigate, remediate, or comply with legal obligations. Any AHCA-approved amendment to the Plan shall become binding upon Project Partner upon notice from CommHIT.

9. Termination

This MOU may be terminated by either party upon ten (10) days prior written notice via email for material breach by the other party. In addition, CommHIT may terminate this MOU for any reason (including without cause) upon fourteen (14) days prior written notice via email to Project Partner, in which event CommHIT, as its sole obligation to Project Partner, shall pay for Deliverables completed by Project Partner as of the termination date. In all cases, upon termination Project Partner shall immediately return to CommHIT all materials and documents provided to Project Partner by CommHIT deliver to CommHIT all work product, whether completed or in process, created in connection with the Deliverables, except records containing PHI, which are governed by Section 10(e).

10. Public Records and Record Retention

To the extent applicable to Project Partner’s performance under this MOU, Project Partner shall comply with Chapter 119, Florida Statutes, Section 119.0701, Florida Statutes, the GFA124, and other applicable public records requirements.

(a) Maintenance of Public Records. Project Partner shall keep and maintain all public records required to perform under this MOU and to document the Deliverables provided to CommHIT.

(b) Provision of Requested Records. Subject to Subsection (e) below, Project Partner shall provide CommHIT, AHCA, or the applicable public records custodian access to requested public records, or permit inspection and copying of such records, within a reasonable time and at a cost not exceeding that permitted by applicable law.

(c) Exempt and Confidential Records. Project Partner shall ensure that public records that are exempt, or confidential and exempt, from disclosure under Florida law are not disclosed except as authorized or required by law.

(d) Record Retention and Audit Access. Project Partner shall maintain all records, documentation, data, invoices, reports, recordings, and other materials supporting the Deliverables and any payments for such Deliverables received under this MOU for a period of ten (10) years following expiration or termination of the applicable SOW. If any audit, investigation, litigation, or governmental review is initiated before the end of such period, Project Partner shall retain such records until final resolution of the matter. Upon reasonable notice, Project Partner shall provide CommHIT, AHCA, CMS, the United States Department of Health and Human Services, the HHS Office of Inspector General, the Florida Auditor General, and other authorized governmental auditors access to such records for purposes of monitoring, audit, compliance review, and verification of Deliverables funded under this MOU.

(e) Communications, Recordings, and PHI. CommHIT does not provide health care services. To the extent recordings, transcripts, notes, or similar records containing PHI are created or maintained by Project Partner in connection with Deliverables under this MOU, such records shall remain in the custody of Project Partner.

In response to a public records request received by CommHIT relating to such records, Project Partner shall, at CommHIT’s direction:

1. Search for and review the responsive record;

2. Provide CommHIT with either:

   • a general description containing no PHI;

   • a copy redacted to remove PHI and other exempt information; or

   • a written certification identifying the legal basis for withholding the record in whole; and

3. Provide unredacted records containing PHI only as permitted or required by applicable law, including directly to AHCA or another governmental authority when authorized or required.

To the extent of any conflict, this Subsection (e) controls with respect to records containing PHI.

(f) Social Security Numbers. Project Partner shall comply with Section 119.071(5), Florida Statutes. Project Partner shall not collect a Social Security number in connection with performance under this MOU unless permitted by law and accompanied by any notices required by applicable law.

(g) Mandatory Statutory Notice.

IF PROJECT PARTNER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROJECT PARTNER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PROJECT PARTNER SHOULD CONTACT: ANDREW POST, PH: 928-699-0396, ANDY.POST@COMMHIT.ORG, SR 405 BUILDING M6-306, KENNEDY SPACE CENTER, FL 32899.

11. Conflicts of Interest and Ethics

(a) Certification and Ongoing Disclosure. Project Partner represents and warrants that, as of the Effective Date, it is not aware of any actual, apparent, or potential conflict of interest that would impair its ability to perform under this MOU or compromise the integrity of the Deliverables. During the Term, Project Partner shall promptly disclose to CommHIT in writing any actual, apparent, or potential conflict of interest (whether organizational, financial, or personal) relating to the performance of this MOU or the Deliverables. Project Partner shall comply with all applicable conflict-of-interest requirements under federal and state law, including 2 C.F.R. § 200.318 and Section I.N.2 of the GFA124.

(b) Ethics Compliance and Prohibition of Gratuities. Project Partner shall comply with Chapter 112, Florida Statutes, and Section I.C of the GFA124. Project Partner represents and warrants that no grant funds paid under this MOU shall be used to provide any gift, gratuity, compensation, or other benefit to any elected official or employee of the State of Florida or AHCA in violation of applicable law. Project Partner shall promptly disclose any relationship or circumstance that may give rise to an ethics concern or restriction under Chapter 112, Florida Statutes.

12. Independent Relationship; No Agency

(a) Independent Relationship. Project Partner shall perform all work and provide all Deliverables under this MOU solely as an independent contractor. Nothing in this MOU shall be construed to create an employment relationship, partnership, joint venture, or agency relationship between CommHIT and Project Partner, or between Project Partner and AHCA or the State of Florida.

(b) Limitation of Authority. Project Partner shall not: (i) represent to any third party that it is an agent of or has authority to bind CommHIT, AHCA, or the State of Florida; (ii) enter into any contract or commitment on behalf of CommHIT; or (iii) incur any debt, liability, or obligation on behalf of CommHIT.

(c) Employment, Tax, and Insurance Responsibilities. Neither Project Partner nor any of its directors, officers, employees, agents, or subcontractors shall be deemed employees of CommHIT, AHCA, or the State of Florida for any purpose. CommHIT shall have no responsibility for taxes, employee benefits, unemployment insurance, workers’ compensation coverage, employee withholdings, or other employment-related obligations of Project Partner or its personnel. Project Partner shall remain solely responsible for such obligations and for maintaining any insurance coverage required by applicable law.

13. Program Branding; Trademark Use

(a) Program Branding Requirements. Project Partner shall use the CommHIT Everywhere program name, logo, and applicable branding on Deliverables, outreach materials, presentations, publications, digital content, and other public-facing materials relating to activities under this MOU in accordance with branding standards provided by CommHIT. Where applicable, Project Partner shall implement physical branding requirements established by CommHIT, including partial vehicle wraps furnished by CommHIT (no more than 25% of total wrapping). Nothing in this MOU grants CommHIT any ownership interest in Project Partner’s vehicles. CommHIT’s name, logos, trademarks, and other branding remain the property of CommHIT and may be used only as authorized by CommHIT.

(b) Use of CommHIT Name and Relationship. Project Partner shall not issue any statement, advertisement, publication, or other communication that references CommHIT, CommHIT Everywhere, the RHTP Project, or the parties’ relationship under this MOU without CommHIT’s prior written approval. Any approved communication shall accurately describe the relationship and shall not imply any authority beyond that granted under this MOU.

(c) Trademark and Endorsement Restrictions. Except as expressly authorized by CommHIT in writing, Project Partner shall have no right, title, or interest in or to CommHIT’s names, logos, trademarks, service marks, trade names, or branding. Project Partner shall not imply that CommHIT endorses, sponsors, or approves Project Partner, its organization, products, services, or activities except to the extent expressly authorized by CommHIT in writing. Project Partner may identify CommHIT as a project partner or business reference only with CommHIT’s prior written approval.

14. Public Communications; Grant Disclosures

(a) Prior Review and Approval. Project Partner shall not publish, distribute, present, release, or otherwise disseminate any public communication relating to activities funded under this MOU without CommHIT’s prior written approval. All proposed public communications, including notices, informational materials, pamphlets, press releases, publications, research reports, presentations, websites, social media content, signs, outreach materials, and similar communications, shall be submitted to CommHIT at least fifteen (15) calendar days before the proposed release date. Project Partner acknowledges that this review period is intended to allow CommHIT sufficient time to satisfy any review, approval, or submission requirements imposed by AHCA, CMS, or the Prime Award.

(b) State Sponsorship Statement. To the extent required by applicable law, the GFA124, or CommHIT, public communications relating to activities funded under this MOU shall include the following statement:

“Sponsored by COMMUNITYHEALTH IT, INC. and the State of Florida, Agency for Health Care Administration.”

Where required by Section 286.25, Florida Statutes, the words “State of Florida, Agency for Health Care Administration” shall appear with prominence equivalent to the name of CommunityHealth IT (CommHIT).

(c) Federal Funding Disclosure. Pursuant to Exhibit A Section 9.f of the GFA124 and applicable federal grant requirements, Project Partner shall include the following statement in public communications concerning RHTP-funded activities, unless CommHIT provides written notice of an updated disclosure required by AHCA, CMS, or applicable law:

“This program is supported by the Centers for Medicare and Medicaid Services (CMS) of the U.S. Department of Health and Human Services (HHS) as part of a financial assistance award totaling $44,968,558 with 100 percent funded by CMS/HHS. The contents are those of the author(s) and do not necessarily represent the official views of, nor an endorsement by, CMS/HHS, or the U.S. Government.”

(d) Compliance with Grant Communications Requirements. Project Partner shall comply with all publication, acknowledgment, attribution, sponsorship, publicity, and communications requirements contained in the Prime Award and any written instructions provided by CommHIT relating to activities performed under this MOU.

15. Indemnification and Liability

(a) Project Partner Indemnification. Project Partner shall defend, indemnify, and hold harmless CommHIT, AHCA, the State of Florida, and their respective officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from: (i) the negligent acts or omissions, gross negligence, or willful misconduct of Project Partner or its employees, agents, or subcontractors; (ii) Project Partner’s violation of applicable law; (iii) Project Partner’s breach of its confidentiality, privacy, security, or HIPAA obligations under this MOU or applicable law; or (iv) bodily injury, death, or damage to tangible property caused by Project Partner or its employees, agents, or subcontractors. Project Partner’s obligations under this Subsection shall not apply to the extent a claim, loss, liability, or expense results from the negligence, gross negligence, willful misconduct, or breach of this MOU by CommHIT, AHCA, or the State of Florida.

(b) CommHIT Indemnification. Subject to Subsection (d) and applicable law, CommHIT shall defend, indemnify, and hold harmless Project Partner and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from: (i) the negligent acts or omissions, gross negligence, or willful misconduct of CommHIT or its employees, agents, or subcontractors; (ii) CommHIT’s violation of applicable law; or (iii) CommHIT’s breach of its confidentiality, privacy, security, or HIPAA obligations under this MOU. CommHIT’s obligations under this Subsection shall not apply to the extent a claim, loss, liability, or expense results from the negligence, gross negligence, willful misconduct, or breach of this MOU by Project Partner or its employees, agents, or subcontractors.

(c) Limitation of Damages. In no event shall either party be liable to the other for any consequential, incidental, special, exemplary, punitive, or lost-profit damages arising out of or relating to this MOU, regardless of the theory of liability and even if advised of the possibility of such damages.

(d) Funding Limitation. Nothing in this MOU shall be construed as a pledge, commitment, or encumbrance of funds awarded to CommHIT under the GFA124. Any indemnification obligation of CommHIT shall be payable solely from legally available funds. With respect to each SOW, CommHIT’s total liability arising out of or relating to that SOW shall not exceed the lesser of (a) the total compensation paid under such SOW or (b) Five Hundred Thousand Dollars ($500,000).

(e) Public Agency Partners; Sovereign Immunity. Nothing in this MOU shall be construed as a waiver, expansion, or alteration of any public agency Project Partner’s sovereign immunity, statutory liability caps, defenses, or protections available under Section 768.28, Florida Statutes, or other applicable law. For any Project Partner that is a state agency, political subdivision, county health department, or public entity of the State of Florida, each Party shall be responsible for the negligent acts and omissions of its own officers, employees, and agents to the extent provided by Section 768.28, F.S., and nothing herein shall be construed to require such public agency Project Partner to indemnify another party beyond the authority granted by Florida law.

(f) Defense of Claims. An Indemnified Party seeking indemnification under this Section shall promptly notify the Indemnifying Party of any claim for which indemnification is sought. The Indemnifying Party may assume and control the defense of the claim with counsel of its choosing, and the Indemnified Party may participate in the defense at its own expense. The Indemnifying Party shall not settle any claim in a manner that admits fault on behalf of, imposes liability upon, or otherwise obligates the Indemnified Party without the Indemnified Party’s prior written consent. Notwithstanding the foregoing, AHCA and the State of Florida retain any rights afforded to them under applicable law and the GFA124 regarding the conduct and control of their defense.

(g) Survival. The obligations set forth in this Section shall survive the expiration or termination of this MOU and shall continue with respect to any claim arising out of acts, omissions, events, or circumstances occurring during the Term.

16. Insurance Requirements

Project Partner shall maintain during the Term of the MOU at its sole cost, at least the minimum insurance coverages contained in the applicable SOW(s) incorporated by reference into this MOU.

17. No Health care Services; Clinical Responsibility

(a) No Health Care Services. CommHIT does not provide health care services, practice medicine, diagnose or treat patients, direct clinical care, prescribe medications, or supervise licensed healthcare professionals. CommHIT’s role under this MOU is administrative, operational, and grant-management related.

(b) Non-Clinical Deliverables and Funding. Payments under this MOU are tied solely to Deliverables described in the applicable SOW. CommHIT does not compensate Project Partner for the provision of health care services to individual patients. Deliverables provided to CommHIT shall not contain PHI.

(c) Independent Clinical Responsibility. Project Partner retains sole responsibility for all health care services, clinical decision-making, professional judgment, patient consent, medical recordkeeping, privacy compliance, and custody of PHI. Nothing in this MOU shall be construed as giving CommHIT authority to direct, supervise, control, or override clinical decisions made by Project Partner or its licensed professionals.

(d) Clinical Governance and Coordination. To the extent Project Partner participates in any quality improvement, protocol alignment, governance, advisory, or coordination activities associated with the Project, CommHIT’s role is limited to administrative coordination, documentation management, grant reporting, and facilitating communication among participating entities. Such activities do not create a provider-patient relationship, establish clinical supervision, delegate medical authority to CommHIT, or make CommHIT responsible for the clinical acts or omissions of Project Partner or its personnel.

18. Governing Law, Dispute Resolution, Venue, and Severability

(a) Informal Dispute Resolution. In the event of any dispute arising out of or relating to this MOU or the Deliverables, the Parties agree to attempt to resolve the dispute informally. The Parties shall cause representatives with authority to resolve the dispute to meet and confer in good faith within fifteen (15) calendar days.

(b) Acknowledgment of Prime Award Requirements. Project Partner acknowledges that this MOU contains requirements flowed down from the GFA124 and applicable federal grant requirements.

(c) Governing Law. Pursuant to Section I.DD.3 of the GFA124, this MOU shall be delivered, governed by, construed, and enforced in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles.

(d) Venue and Jurisdiction.

Public Agency Partners & Home Venue: For any Project Partner that is a county, governmental entity, political subdivision, constitutional officer, county health department, state university, or other public body, venue for any bilateral dispute arising out of or relating to this MOU shall lie in accordance with applicable Florida home venue privilege rules and Section 768.28, Florida Statutes.

Private Project Partners: For all other non-public Project Partners, each Party irrevocably consents to exclusive personal jurisdiction and venue in the state and federal courts located in Duval County, Florida, and waives any objection based on improper venue or inconvenient forum.

Proceedings Involving AHCA or the State: Provided, however, that pursuant to Section I.DD.1 and Section I.DD.4 of the GFA124, for any administrative proceeding, claim, or litigation involving, naming, or affecting AHCA or the State of Florida, exclusive venue and jurisdiction shall lie in the Second Judicial Circuit Court in and for Leon County, Florida (or the First District Court of Appeal), and any administrative hearings shall be held in Leon County, Florida.

(e) Remedies; Cumulative Rights. In the event of a breach of this MOU or any applicable SOW, the non-breaching Party shall be entitled to pursue all rights and remedies available under this MOU, applicable law, and, where applicable, the requirements of the GFA124. Such remedies are cumulative and may be exercised singly or concurrently.

(f) Severability. If any provision of this MOU is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

19. Project Partner Property, Equipment, and Remote Patient Telemonitoring (RPTM) Technology

(a) Project Partner Property and Equipment. Project Partner is solely responsible for providing, maintaining, operating, securing, insuring, and paying for all vehicles, mobile health units, equipment, software, devices, and other property used in connection with its performance under this MOU (“Project Partner Property”), unless expressly stated otherwise in an applicable SOW. CommHIT shall have no ownership interest in, or responsibility for, Project Partner Property.

(b) Operational Responsibility and Insurance. Project Partner assumes sole responsibility for the operation, maintenance, and use of Project Partner Property and for any loss, theft, damage, personal injury, or property damage arising from such property or its use. Project Partner shall maintain insurance coverage required by applicable law and any insurance requirements for Project Partner Property.

(c) Remote Patient Telemonitoring (RPTM). To the extent an applicable SOW includes RPTM activities, Project Partner shall comply with all applicable RHTP, the GFA124, and legal requirements governing the acquisition, deployment, operation, maintenance, tracking, and reporting of RPTM devices, platforms, interfaces, and related technology.

(d) Grant-Funded Equipment and Inventory. To the extent Project Partner acquires or deploys equipment using RHTP funds, Project Partner shall maintain appropriate inventory and asset management records consistent with applicable federal requirements, including 2 C.F.R. Part 200, the GFA124, and any instructions issued by CommHIT or AHCA. Such records shall be retained in accordance with Section 10 of this MOU.

(e) Prohibited Equipment. Project Partner shall not acquire, deploy, or use any telecommunications equipment, video surveillance equipment, or other technology prohibited by federal law, including 2 C.F.R. § 200.216, in connection with activities funded under this MOU.

20. General Provisions

(a) Entire Agreement and Order of Precedence. This MOU, together with all attachments and executed SOWs, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, discussions, understandings, and agreements relating thereto. In the event of a conflict among applicable federal law, Florida law, the GFA124, this MOU, and an SOW, the following order of precedence shall apply: (i) applicable federal law; (ii) applicable Florida law; (iii) the GFA124; (iv) this MOU; and (v) the applicable SOW(s).

(b) Amendments. Except as otherwise provided herein, this MOU may be amended only by a written instrument executed by authorized representatives of both Parties. Notwithstanding the foregoing, CommHIT may implement amendments reasonably necessary to comply with changes in applicable law, federal grant requirements, CMS directives, AHCA directives, or amendments to the GFA124 upon written notice to Project Partner. Any such amendment shall be limited to the extent reasonably necessary to maintain compliance. No amendment affecting compensation, reimbursement, scope of work, deliverables, or other material obligations shall be effective unless agreed to in writing by both Parties.

(c) Execution and Counterparts. This MOU may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted electronically or through an electronic signature platform shall have the same force and effect as original signatures.

(d) Assignment and Subcontracting. Project Partner shall not assign, delegate, transfer, or subcontract any rights or obligations under this MOU without CommHIT’s prior written approval and any approval required under the GFA124. No permitted assignment, delegation, or subcontract shall relieve Project Partner of responsibility for performance under this MOU or compliance with applicable requirements.

(e) No Third-Party Beneficiaries. Except for any rights expressly reserved to AHCA, CMS, or other governmental authorities under applicable law, the GFA124, or federal grant requirements, this MOU is solely for the benefit of the Parties and creates no rights in any third party. No patient, participant, employee, contractor, volunteer, or other person shall be deemed a third-party beneficiary of this MOU.

(f) Waiver. No failure, delay, or partial exercise of any right or remedy under this MOU shall constitute a waiver of that right or remedy. Any waiver must be in writing and shall apply only to the specific matter expressly identified.

(g) Survival. Any provision of this MOU that by its nature or express terms is intended to survive expiration or termination shall survive, including provisions relating to representations and warranties, intellectual property rights, confidentiality, privacy and data security, public records compliance, record retention, audit and inspection rights, indemnification, repayment obligations, equipment disposition requirements, and any other obligations that necessarily extend beyond termination.

(h) Headings; Construction; Authority. Headings are provided for convenience only and shall not affect the interpretation of this MOU. This MOU shall be construed without any presumption against either Party as the drafter. Each Party represents that its signatory is duly authorized to execute this MOU and bind such Party to its terms.

21. Terms Specific to Federal Funding

This MOU is funded through the GFA124 under the CMS Rural Health Transformation Program. Project Partner shall comply with all applicable federal laws, regulations, executive orders, award conditions, and mandatory flow-down requirements set forth in Attachment 2 (Vendor Federal Procurement Terms and Mandatory Certifications), which is incorporated herein by reference. In the event of any conflict between this MOU and Attachment 2, Attachment 2 and applicable federal requirements, including 2 C.F.R. Part 200, shall control.

22. Formal Notices and Designated Representatives

(a) Formal Notices. Any notice required or permitted under this MOU relating to termination, default, indemnification claims, amendments, compliance matters, audit findings, or other legal matters shall be in writing and delivered by email to the designated representatives below, with delivery confirmation or read receipt requested:

The individuals and email addresses to which these notices are delivered, for CommHIT and for the Project Partner, are set out in the executed MOU.

(b) Effective Date of Notice. Notices delivered by email shall be deemed received on the date transmitted, provided no delivery failure or rejection notice is received by the sender.

The MOU is signed by CommunityHealth IT, Inc. and the Project Partner on the executed copy.

Attachment 1 — Statement of Work

Each Project Partner’s Statement of Work is provided separately and is incorporated into this MOU upon execution.

Attachment 2 — Vendor Federal Procurement Terms and Mandatory Certifications

1. Federal Award Identification & Vendor Classification

This MOU is funded in whole by federal grant funds awarded to CommHIT by AHCA under GFA124, funded through the CMS Prime Award.

CommHIT has determined that Project Partner is engaged as a Vendor/Contractor providing goods or services in the ordinary course of business and is not a subrecipient of federal financial assistance. Accordingly, Project Partner is subject to federal requirements listed in this MOU and this Attachment 2.

Project Partner is not subject to federal subrecipient monitoring requirements, Single Audit requirements under 2 C.F.R. Part 200, Subpart F, or subrecipient executive compensation reporting requirements solely by virtue of this MOU.

2. Prohibition on Covered Telecommunications and Video Surveillance (2 CFR 200.216 & the GFA124 Exhibit A)

Pursuant to 2 CFR 200.216, Public Law 115-232 (Section 889 of the John S. McCain National Defense Authorization Act for Fiscal Year 2019), and GFA124 Exhibit A, Project Partner certifies that no part of the funds paid under this MOU shall be used to procure, obtain, extend, renew, or deploy any equipment, system, software, or service that uses covered telecommunications equipment or video surveillance hardware produced by:

1. Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

2. Dahua Technology Company, Hangzhou Hikvision Digital Technology Company, or Hytera Communications Corporation (or any subsidiary or affiliate of such entities); or

3. Any entity owned, controlled by, or connected to the government of a covered foreign country as identified by federal regulation.

Project Partner shall promptly notify CommHIT upon discovery that any covered telecommunications equipment or video surveillance equipment has been procured, deployed, or utilized in connection with activities funded under this MOU and shall promptly take all actions necessary to remove and replace such equipment with compliant technology.

3. Certification Regarding Debarment, Suspension, and Ineligibility (2 CFR Part 180 & 2 CFR 200.214)

Pursuant to 2 CFR 200.214, 2 CFR Part 180, Executive Order 12549, Executive Order 12689, and the GFA124 Section I.EE, Project Partner certifies that neither Project Partner, its principals, officers, directors, owners, nor key employees assigned to this agreement:

1. Are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department or agency;

2. Have within a three-year period preceding this MOU been convicted of or had a civil judgment rendered against them for commission of fraud, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

3. Are presently indicted for or otherwise criminally or civilly charged by a governmental entity with commission of any of the offenses enumerated above; or

4. Have within a three-year period preceding this MOU had one or more public transactions (federal, state, or local) terminated for cause or default.

Project Partner shall execute Attachment 3(A) (Certification Regarding Debarment and Suspension) upon execution of this MOU and immediately notify CommHIT in writing if any status change occurs during the term of this agreement.

4. Byrd Anti-Lobbying Amendment Compliance (31 U.S.C. 1352 & 2 CFR 200.327)

(Applicable to any funding exceeding $100,000)

Pursuant to 31 U.S.C. 1352, 45 CFR Part 93, and GFA124 Section I.EE, Project Partner certifies that it has not used and will not use federally appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with obtaining or modifying any federal award, grant, loan, or cooperative agreement.

Project Partner shall execute Attachment 3(B) (Certification Regarding Lobbying) upon execution of this MOU. If any non-federal funds have been paid or will be paid to any person for influencing or attempting to influence federal officers or members of Congress regarding this subaward, Project Partner shall complete and submit Standard Form-LLL, “Disclosure of Lobbying Activities,” to CommHIT.

5. Equal Employment Opportunity and Civil Rights Compliance

Project Partner shall comply with all applicable federal and state civil rights and nondiscrimination laws and regulations, including Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975, the Americans with Disabilities Act, and other applicable requirements.

Project Partner agrees that:

1. Project Partner shall not discriminate against any employee, applicant, participant, or beneficiary on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, or any other status protected by applicable law.

2. Project Partner shall provide services and conduct activities in a manner consistent with applicable federal and state civil rights requirements.

3. In employment solicitations relating to work performed under this MOU, Project Partner shall provide equal employment opportunities consistent with applicable law.

6. Whistleblower Rights and Protections (41 U.S.C. 4712)

Pursuant to 41 U.S.C. 4712, 48 CFR 3.908, and the GFA124 Section 9.h, Project Partner shall inform its employees, subcontractors, and agents in writing of employee whistleblower rights and protections under 41 U.S.C. 4712.

An employee of Project Partner may not be discharged, demoted, or otherwise discriminated against as a reprisal for disclosing information that the employee reasonably believes is evidence of gross mismanagement of a federal grant, gross waste of federal funds, an abuse of authority relating to a federal grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal grant to a management official, auditor, or government oversight official.

7. Employment Eligibility Verification (E-Verify) and Unauthorized Aliens

Pursuant to Section 448.095, Florida Statutes, Section 274A of the Immigration and Nationality Act (8 U.S.C. 1324a), and GFA124 Section I.X:

1. Project Partner certifies that it is registered with and actively utilizes the U.S. Department of Homeland Security’s E-Verify system (e-verify.gov) to verify the employment eligibility of all newly hired employees.

2. Project Partner shall not knowingly employ, recruit, or utilize unauthorized aliens in the performance of work under this MOU or any SOW.

3. Project Partner shall require all vendors or subcontractors performing work under this agreement to provide an affidavit certifying that the subcontractor does not employ, contract with, or subcontract with unauthorized aliens. Project Partner shall maintain copies of such affidavits for inspection by CommHIT and AHCA.

4. Violation of this Section shall constitute an immediate material breach of this MOU, entitling CommHIT to terminate this MOU and any SOW immediately without penalty.

8. Environmental Compliance (Clean Air Act and Federal Water Pollution Control Act)

(Applicable to any funding exceeding $150,000)

Pursuant to 2 C.F.R. Part 200, Appendix II(G), the Clean Air Act (42 U.S.C. §§7401-7671q), and the Federal Water Pollution Control Act (33 U.S.C. §§1251-1387), Project Partner shall comply with all applicable standards, orders, and regulations issued pursuant to such laws.

Project Partner shall promptly notify CommHIT of any known violation of environmental requirements relating to performance under this MOU.

9. Vendor Audit Access and Record Retention

To support CommHIT’s compliance with the GFA124 and applicable federal grant requirements, Project Partner shall provide CommHIT, AHCA, CMS, the Comptroller General of the United States, the Florida Chief Financial Officer, the Florida Auditor General, and other authorized governmental auditors reasonable access to records directly relating to work performed under this MOU for purposes of audit, inspection, monitoring, review, examination, excerpts, and transcripts.

Project Partner shall maintain all records directly relating to work performed under this MOU, including supporting documentation, invoices, procurement records, and deliverable records, for ten (10) years following final grant closeout or longer if required to resolve an audit, investigation, litigation, or governmental review.

10. Vendor/Contractor Flow-Down Status

Project Partner acknowledges that this Attachment 2 contains federal requirements determined by CommHIT to be applicable to vendors and contractors performing work under the GFA124. Nothing in this Attachment 2 shall be construed to create subrecipient status or to alter Project Partner’s classification as a vendor/contractor under this MOU.

11. Domestic Preference to the Extent Practicable

To the greatest extent practicable for work under this Agreement, Contractor shall use goods, manufactured products, or materials produced in the United States. For purposes of this clause, “manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum, plastics and polymer-based products, concrete, glass (including optical fiber), and lumber. For purposes of this clause, “produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial smelting stage through the application of coatings, occurred in the United States.

12. Text Messaging While Driving

In accordance with Executive Order (“E.O.”) 13513, Contractor is encouraged to implement workplace restrictions on text messaging while driving. Contractor shall prohibit its employees from text messaging while driving, as defined within E.O. 13513, at all times when such employees are working in furtherance of this Agreement.

13. Mandatory Disclosures

Per 2 C.F.R. § 200.113, CommHIT must promptly disclose whenever, in connection with the RHTP subaward of funds, it has credible evidence of the commission of a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code or a violation of the civil False Claims Act (31 U.S.C. 3729-3733). The disclosure must be made in writing to the Federal agency, the agency’s Office of Inspector General, and AHCA. Should Contractor become aware of any information pertaining to this mandatory disclosure obligation, it will provide a written report to its CommHIT representative.

Attachments 3(A) and 3(B) — Required Certifications

Attachments 3(A) and 3(B) set forth certifications required under federal law, the GFA124, and this MOU. All Project Partners shall execute Attachment 3(A). Project Partners with contracts exceeding $100,000 shall also execute Attachment 3(B). Attachments 3(A) and 3(B) are incorporated into and made part of this MOU.

Project Partner shall require any subcontractor engaged to perform work under this MOU, where required by applicable federal law, to provide equivalent certifications.

Attachment 3(A) — Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion

This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension. As required under applicable federal requirements and AHCA Agreement No. GFA124, AHCA may not contract with, and CommHIT may not engage, entities that are debarred or suspended by the federal government.

This certification is a material representation of fact upon which reliance is placed when this MOU is entered into. If it is later determined that the signer knowingly rendered an erroneous certification, the Federal Government may pursue available remedies, including suspension and/or debarment. Project Partner shall provide immediate written notice to CommHIT at any time Project Partner learns that this certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

Project Partner agrees that it shall not knowingly engage any subcontractor that is debarred, suspended, declared ineligible, or voluntarily excluded from participation in federally funded transactions and shall obtain equivalent debarment certifications from any subcontractor where required by applicable federal law.

CERTIFICATION

(1) The prospective Project Partner certifies, by signing below, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this MOU by any federal department or agency.

(2) Where the prospective Project Partner is unable to certify to any of the statements in this certification, such prospective Project Partner shall attach an explanation to this certification.

Attachment 3(B) — Certification Regarding Lobbying (Contracts Exceeding $100,000)

The undersigned certifies, to the best of his or her knowledge and belief, that:

(1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this MOU, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Attachment 4 — CommunityHealth IT, Inc. Privacy Compliance Plan

Under review by AHCA. This Plan is shown for reference. Section 8(f) of the MOU applies the Plan as approved by AHCA.

Submitted under Section I.H of AHCA Agreement No. GFA124 — Florida Rural Health Transformation Program

Subrecipient	CommunityHealth IT, Inc. (“CommHIT”)
Agreement	AHCA Agreement No. GFA124, Rural Health Transformation Program
Version / date	Version 1 — October 24, 2026

Article 1 — Purpose and Agency Approval

Authority: GFA124 §§I.H.1–I.H.3; Ch. 934, F.S.; 18 U.S.C. §2510 et seq.

1.1 Purpose. This Privacy Compliance Plan (“Plan”) describes how CommunityHealth IT, Inc. (“CommHIT”) will ensure that any interception, recording, or monitoring of communications in performance of AHCA Agreement No. GFA124 complies with the Florida Security of Communications Act, Chapter 934, F.S., and the Electronic Communications Privacy Act, 18 U.S.C. §2510 et seq. (together, the “Communication Privacy Laws”) (Section I.H.1).

1.2 Approval before recording. CommHIT and its Partners agree to follow the Communication Privacy Laws and, therefore, will not intercept, record, or monitor any communication subject to the Communication Privacy Laws in performance of the Agreement until the Agency Agreement Manager signs and notarizes the approval on the Approval Page (Section I.H.2).

1.3 Sole responsibility; amendments. Agency approval of this Plan is not a representation by the Agency that this Plan complies with applicable Communication Privacy Laws and does not shift or diminish CommHIT’s responsibility for compliance. CommHIT will implement no modification of this Plan until the Agency Agreement Manager signs and notarizes approval of an amended Plan (Section I.H.3). Changing the contact named in this Plan, or discontinuing or narrowing an Approved Activity, may be done without an amended Plan.

Article 2 — The Legal Rule

Authority: §§934.02(1)–(3), (12), 934.03(1)(a), (2)(d), F.S.

2.1 All-party prior consent. CommHIT and its Partners will intercept, record, or monitor a wire, oral, or electronic communication only after all parties to the communication have given prior consent (Section 934.03(2)(d), F.S.).

2.2 Communications covered. A wire communication is an aural transfer made through wire, cable, or like connection, including telephone and VoIP calls and the audio of video calls (Section 934.02(1), F.S.). An oral communication is one spoken with a justified expectation that it is not subject to interception; it does not include a public oral communication at a public meeting (Section 934.02(2), F.S.). An electronic communication is any transfer of signs, signals, writing, images, sounds, or data by wire, radio, electromagnetic, photoelectronic, or photooptical system, such as chat and the video and data portions of a telehealth session (Section 934.02(12), F.S.).

2.3 Covered conduct. To intercept is to acquire the contents of a communication through any electronic, mechanical, or other device (Section 934.02(3), F.S.). This Plan treats recording, live monitoring by a non-party, real-time transcription, and processing by an AI note-taking or ambient documentation tool as interception (Section 934.03(1)(a), F.S.). Receiving a communication as its addressee or intended recipient, such as an e-mail, message, remote monitoring reading, or health information exchange alert, is not interception and is not covered by this Plan.

Article 3 — Approved Activities and Consent

Authority: §§934.02(2), 934.03(2)(d), F.S.; GFA124 §I.H.2(a)

3.1 Approved Activities. The activities in the table below are approved. Recording of a communication not listed in the table is also approved if all-party prior consent is obtained in the manner provided for the most similar listed activity.

Category of communication	Recordings covered	How all-party consent is provided
A-1 In-person meetings	Audio or video recording; transcription; AI note-taking and summaries*	Participants provide prior consent to recording by attending a meeting where the meeting invitation states that the meeting will be recorded, or by staying in a meeting after being notified that the meeting is being recorded (Section 934.03(2)(d), F.S.). A participant who does not consent to recording should not attend the meeting. A participant who does not consent to recording after notice is provided must leave the meeting before participating further.
A-2 Virtual meetings	Audio or video recording; transcription; AI note-taking and summaries*	Participants provide prior consent to recording by attending a meeting where the meeting invitation states that the meeting will be recorded, or by staying in a meeting after being notified that the meeting is being recorded (Section 934.03(2)(d), F.S.). A participant who does not consent to recording should not attend the meeting. A participant who does not consent to recording after notice is provided must leave the meeting before participating further.
A-3 Outreach and care-coordination calls	Call recording	Parties provide prior consent to recording by staying on the line after being notified, by a prerecorded notice or by the agent, that the call is being recorded (Section 934.03(2)(d), F.S.).
A-4 Telehealth visits	Audio or video recording; ambient documentation**	Recording or ambient documentation starts only after the patient and everyone present or on the line consent. For minors and patients who cannot consent, a parent, guardian, or other legally authorized representative consents. Consent is documented by the clinician in the Partner’s medical record before recording or ambient documentation starts, and consent documentation may not be generated by the AI tool. Care is never conditioned on ambient documentation tool consent; if anyone declines, the tool stays off.
A-5 In-person clinical visits by mobile integrated health and community paramedicine (MIH/CP) personnel	Audio or video recording; ambient documentation**	Recording or ambient documentation starts only after the patient and everyone present consent. For minors and patients who cannot consent, a parent, guardian, or other legally authorized representative consents. Consent is documented by the clinician in the Partner’s medical record before recording or ambient documentation starts, and consent documentation may not be generated by the AI tool. Care is never conditioned on ambient documentation tool consent; if anyone declines, the tool stays off.

*Transcripts produced by AI notetaking or transcription tools are transitory records and may be deleted, including by automatic expiration, once the summary is finalized. Transcripts subject to a pending public records request or legal hold are not deleted (Section 257.36(6), F.S.). If an AI notetaking or transcription tool is to be used, the all-party consent process is provided under each category in the above table.

**Audio captured by an ambient documentation tool is a transitory record. After the clinician reviews and signs the note, the Partner may dispose of the source audio, and the signed note is retained as part of the medical record. Source audio subject to a pending public records request or legal hold is not disposed of (Section 257.36(6), F.S.). If audio is captured by an ambient documentation tool for A-4 or A-5, the all-party consent process is provided in the above table.

Article 4 — Partners

Authority: GFA124 §§I.H.1, I.N.4

4.1 Partners; Plan applies. “Partners” means CommHIT’s subcontractors and vendors performing work under the Agreement. This Plan applies to each Partner when performing work under the Agreement (Section I.N.4).

4.2 Partner responsibility. CommHIT does not provide health care services. Each Partner is solely responsible for the selection, implementation, operation, and lawful use of any recording, transcription, or ambient documentation tool used by that Partner. Each Partner that intercepts, records, or monitors a communication is directly responsible for compliance with the Communication Privacy Laws, HIPAA, and Sections 456.47 and 456.057, F.S., as to that communication, including notice, consent, consent documentation, vendor business associate agreements, security, and retention.

Article 5 — Recordings, Public Records, and Retention

Authority: GFA124 §§I.E.2, I.G, I.H.4, §§119.11, 257.36(6), F.S.

5.1 Custodian of recordings. As provided in Section I.H.4, CommHIT is responsible for responding to public records requests relating to recordings. Partners shall maintain recordings in a manner that enables CommHIT to fulfill its obligations under Section I.H.4.

5.2 No PHI to CommHIT. CommHIT does not provide health care services. Recordings, transcripts, and notes containing PHI remain with the Partner that created them for purposes of Section I.H.4. In response to a public records request, the Partner, at CommHIT’s direction, searches for and reviews the record and gives CommHIT only (a) a description without PHI, (b) a copy with all PHI and other exempt or confidential information removed, or (c) a written certification that the record is exempt or confidential in its entirety, stating the legal basis. Unredacted PHI is provided directly to the Agency when it requests it, as permitted by 45 C.F.R. §164.512, or as required by law.

5.3 Retention. Except for transitory records described in Article 3, recordings are retained for ten (10) years after termination of the Agreement or until any audit findings are resolved, whichever is later (Section I.E.2), and are disposed of only under an approved retention schedule and not while subject to a pending public records request or legal hold (Section 257.36(6), F.S.).

Article 6 — Noncompliance and Incidents

Authority: GFA124 §I.H.3, Attachment III ¶11; §§501.171, 934.03(1)(c)–(d), F.S.

6.1 Noncompliant recordings. The contents of any recording or monitoring that does not comply with this Plan are not used or disclosed except to remediate (Section 934.03(1)(c)–(d), F.S.).

6.2 Reporting. CommHIT notifies the Agency of incidents involving PHI or personal information as required by Attachment III, ¶11, and Section 501.171, F.S.

6.3 Partner notice; other noncompliance. Each Partner shall promptly notify CommHIT upon discovery of any recording, monitoring, access, use, or disclosure that does not comply with this Plan. CommHIT shall respond to and report such noncompliance as required by the Agreement and applicable law.