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THIS AGREEMENT (this “Agreement”) is made effective as of the 1st day of June, 2016 (the ‘Effective Date”), by and between St. Vincent’s Medical Center, Inc., a Florida not for profit corporation d/b/a St. Vincent’s Medical Center-Riverside (“SVHS Entity”) and Northeast Florida Endocrine & Diabetes Associates, P.A., a Florida professional association (“Provider”).

AVICLE 1: RECITALS 5%-en d- t1/2e%-tir k\(55A-j•- 1 <A e- [ “S // 0 /1

1.1 St. Vincent’s Healtli System, Inc., a Florida not for rofit corporation (“SVHC”), operates an integrated health care system primarily in Northet Florida and Southeast Geslaia, which includes &Se Entity and various other affiliates (the “Health Syste

5 4 H 14 H 1.2 (IrVH Entity is the owner and operator of St. Vincent’s Medical center-Riverside

(collectively, the “Facility”) and currently provides or plans to provide various health care services within the Facility (the “Service Area”).

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1.3 SW’S Entity has determined that the health, safety, and welfare of its patients requires the availability of duly licensed and qualified medical personnel to provide professional medical and administrative services in the area of diabetes management (collectively, the “Services”) for the Service Area.

1.4 Provider’s nurse practitioners, physician assistants, and similar personnel (the “Provider Staff) are allAgSs-ef-Provider and duly licensed, if applicable, and qualified to provide the Services within the Service re). ,

c. on.,4004,4-e, 40 it…A_

1.5 SVHS Entity desires to retain Provider to perform such services, and Provider desires to perform such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is agreed as follows:

ARTICLE 2: INCORPORATION OF RECITALS, EXHIBITS, ETC.

The parties agree that the recitals are true and correct, are hereby incorporated, and shall remain true and correct through the term of this Agreement. The parties also agree that any referenced exhibits, schedules, documents, or instruments are hereby incorporated.

ARTICLE 3: PROVISION OF SERVICES

SVH&Entity hereby retains Provider to be the provider of the Services within the Service Area, and Provider hereby agrees to provide the Services. The Services shall include (i) such duties and responsibilities as are specified in Exhibit A and (ii) all duties and responsibilities reasonably related thereto. Nothing in this Agreement is intended or shall mean that Provider or any Provider Staff is an agent, officer, owner, or director of &dieEntity.

s ARTICLE 4: CERTAIN COVENANTS OF PROVIDER

4.1 Performance of Services. Provider is retained to perform or supply the Services under this Agreement. Provider and Provider Staff shall devote sufficient time and attention to

providing the Services in a quality, efficient, and economical manner. Provider shall be responsible for the competent performance of the Services by Provider Staff. Provider shall provide the Services in accordance with the performance standards specified in this Agreement and in the Exhibits, if any, as may be reasonably modified from time to time after agreement between SM44-entfty-and-Previtter. Provider shall provide &arts Entity with a list of all Provider Staff. 514 /4 erriae CaM1Cit \ At”I .5 tit-1

4.2 Adequate Coverage. Provider shall provide the Services in a manner sufficient to meet the needs of the community and Medical Staff of the Service Area, as may be

atAniSe— reasonably determined from time-to-time by CVI 10 Entity, in consultation with Provider. 3 Hy

4.3 Provider Qualifications. Provider shall hold all necessary or customary licenses and certifications to provide the Services.

4.4 Provider Staff Qualifications. Each Provider Staff shall: (i) hold a currently valid license to practice in his/her applicable area in the State of Florida, (ii) have and maintain in good standing membership in the Medical Staff of the Designated Hospital, with appropriate privileges, all in accordance with applicable policies and procedures, (iii) be appropriately supervised by a physician, and (iv) participate in appropriate continuing education.

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4.5 Adherence to SUMS Entity’s Policies, Rules, and Regulations. To the extent applicable to th Services, Provider and Provider Staff shall comply with and assist in developing SM. Entity’s and Service Area’s policies, rules, regulations, and governance documents, whether now in force or.129feafter adopted or amended. Additionally, Provider and Provider Staff shall comply with Sit* Entity’s customer service, electronic medical record, computerized order entry, disaster response, transcription, and other initiatives.

4.6 Conduct. Provider and Provider Staff shall adhere to the rules of medical ethics, all applicable Federal, state, and local laws, rules, and regulations, all applicable requirements of licensing or designated certifying organizations (including but not limited to the Agency for Health Care Administration, the Centers for Medicare & Medicaid Services, the Joint Commission, and other similar licensing or accrediting bodies), and all laws, rules, and regulations relating to reimbursement of the Services by Medicare and other third party payors. Provider and Provider Staff shall conduct themselves in a professional and cooperative manner in all matters concerning the Services.

4.7 Utilization and Quality Management. In order to provide ualit , appropriate, and cost-effective services, Provider and Provider Staff shall participate ‘n Entity’s utilization review, quality assurance, and risk management programs. Entity shall reasonably assist Provider in responding to peer review or similar quality assurance or credentialing inquiries from third parties.

4.8 Reporting. With respect to the Services, Provider shall be responsible to and report to the President of 90 Entity or their designee.

4.9 Compliance with Employment Laws. Prouder and Provider Staff shall observe and conduct their activities with respect to co-workers, Entity personnel, and others in

lance with all applicable Federal, state, and local laws, rules, and regulations, and all of Entity’s written policies, rules, and regulations concerning treatment of employees,

including discrimination laws and those governing the appropriate treatment of employees in the workplace.

ARTICLE 5: CERTAIN COVENANTS OF SVPWENTITY

5.1 Compensation.

required to pay Provider for provision of the Services.

5.2 Workinq Facilities. Entity shall furnish Provider with all cost effective, reasonable, and necessary facilities, services, and ancillary personnel for performance of the Services, all of wi4-whall remain as applicable, the property of, under the control of, or in the employ of the Entity. Entity agrees to meet to discuss these items upon reasonable request by Provider.

ARTICLE 6: CERTAIN MUTUAL AGREEMENTS REGARDING SERVICES siffi

6.1 Duties of Provider. Changes to the Services will be designated by 3VII3 Entity after consultation with, and agreement from, Provider.

6.2 Days and Hours of Work. Provider shall provide the Services 24 hours per day, 365 days per year, including holidays.

5114{ (a) Non-Monetary Compensation. From time to time, at SVHS Entity’s discretion, SV146 Entity ma pay the cost of meals, travel expenses, and other costs and expenses approved by ntity in advance that are related to Provider’s attendance at meetings when required by Entity under this Agreement or are otherwise related to Provider’s performance of services under this Agreement.

HS(b) Except for the amounts specified in Sections 5.1(a) &VHS Entity shall not be

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6.3 Fees and Billing.

(a) All nonprofessional fees, remuneration, and other revenues (including ,L1 technical fees and Medicare Part A fees) attributable or related to the Services shall belong to

51111 5V-ft-Entity. This includes any remuneration received by Provider or Provider Staff in the form of cash, property, or the value of any benefits or services provided by any vendor as a result of the Services. Provider shall cause such remuneration received to be promptly delivered to SVHS Entity. Yt tk

(b) All professional fees, remuneration, and other revenues (including Medicare Part B fees or future Medicare fees for the professional component of the Services) attributable or related to the Services and provided by Provider Staff shall belong to Provider (collectively, the “Provider’s Medical Practice”). Such fees shall be reasonable and customary and comparable to the fees charged for similar services inS044 Entity’s market area. Provider shall be solely responsible for the Providers Medical Practice, including, without limitation, the coding, billing, and collection of professional fees. Provider shall accept assignment from the Medicare and Medicaid programs.

(c) Each statement or receipt of payment rendered by either party shall clearly identify the services billed as those of the billing party and shall reflect that it does not include the services of the other party.

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(d) 81/4146 Entity and Provider agree to cooperate in furnishing information and performing acts which may from time to time be necessary or desirable in order to facilitate and maintain their separate billings.

6.4 Authority. No party shall have the authority to enter into contracts binding upon the other or to create debts or obligations on behalf of the other.

6.5 Independent Medical Judgment. Nothing contained herein is intended to interfere with the exercise of independent medical judgment by Provider or Provider Staff.

6.6 Ownership and Retention of Files, Documents, and Medical Records.

(a) All medical records (collectively, “Medical Records”) cr a ed by Provider, if any, while performing the Services under this Agreement shall belong to Entity. The Medical Records shall be freely available for use by Provider for billing or o er appropriate purposes. However, the Medical Records are confidential and shall not be removed without .S.VHS Entity’s prior written consent. \\

(b) Provider shall complete patient care documentation for all Services provided hereunder in a timely manner which thoroughly and accurately reflects the condition and treatment of the patient. Provider will maintain all records and reports as required by applicable laws, regulations, and i accordance with chart completion guidelines, policies and procedures, as established by S entity from time to time. Provider shall report to99161 Entity relevant information reasonably requested by liF Entity and necessary for Provider to operate within &VHS

9 Entity.

ttsck (c) Neither party shall do anything to adversely affect the other party’s

reimbursement under Medicare, Medicaid, or other third party payor. K-1

6.7 Internal Dispute Resolution. [Intentionally deleted].

6.8 Managed Care and Third Party Payor Agreements. Proyider shall participate in and abide by all third party payor or managed care contracts that $WH Entity enters into. Provider shall take all necessary action as directed by, Entity to meet eligibility and credentialing criteria of such programs.

ARTICLE 7: INDEPENDENT CONTRACTOR

Each party shall be regarded as an independent contractor for all purposes, including, without limitation, income tax and employment tax purposes, and shall represent such status to third parties. Neither party shall withhold any portion of the other’s compensation for income, employment, or other tax purposes. Neither party shall provide health, workman’s compensation, or unemployment insurance, or any other benefits to the other. This Agreement shall not make either party an agent, employee, partner, or joint venturer of or with the other, and neither party shall bind or transact business in the other’s name, or make representations or commitments on the other’s behalf without prior written approval.

ARTICLE 8: TERM AND TERMINATION

8.1 Term. Unless earlier terminated, this Agreement shall be for a term of 2 year(s), beginning on the Effective Date.

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8.2 Automatic Extensions. This Agree shall automatically be extended for me additional one-year terms unless either Provider or Entity elects to give written notice to the other party of intention to not renew the Agreement not less than 90 days prior to the expiration date of the then current term.

\\1/4;\ 8.3 Termination by Notice. This Agreement shall continue until either Provider or a/44S Entity elects to terminate after first giving not less than 910 calendar days written notice to the other party of intention to terminate.

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8.4 Termination upon Breach. In the event either party gives written notice to the other that such other party has substantially and materially breached the terms of this Agreement, and such breach shall not have been cured within 30 calendar days of the giving of such notice, the party giving such notice shall have the right to terminate this Agreement at any time thereafter upon written notice of such termination to the other party. If the breach cannot be cured within 30 calendar days and the breaching party is diligently pursuing a cure, the breaching party shall be entitled to such additional time as is necessary to affect a cure, but in no event exceeding 60 additional days. Provider shall only be provided with 1 additional opportunity to cure a material breach which is the same as, or substantially similar to, a prior breach.

8.5 Automatic Termination of Provider. This Agreement may also be terminated at any time by S144S Entity upon the occurrence of one or more of the following events:

5\kkk (a) If Provider is not providing medically adequate patient care, jeopardizes

the health or safety of patients, or otherwise has major quality of care deficiencies, as reasonably determined in good faith by Entity, and fails o immediately devise and implement (no longer than 5 business days after notice by miti Entity) an action plan to correct such issues.

(b) If Provider is subject to disciplinary action which adversely affects Provider’s ability to perform the Services under this Agreement.

(c) If Provider is suspended, becomes disqualified or excluded from, or loses its ability to participate in the Medicare or Medicaid programs, ose i

• (d) If Provider is convicted of, or pleads “guilty,” “no contest,” or otherwise

admits to, any crime involving a morally corrupt act or practice, or any felony offense.

(e) If Provider (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudicated a bankrupt or insolvent or has entered against it an order for any relief in any bankruptcy or insolvency proceeding, (iv) has an involuntary petition in bankruptcy or similar proceeding filed against it which has not been dismissed within 120 days after the commencement thereof, or (v) admits its inability to pay its debts as they mature. \

\t° (f) If Provider dissolves or otherwise terminates its existence or operations..

8.6 Termination of Provider Staff. Unless agreed to in writing by Entity, Provider shall prohibit the applicable Provider Staff from performing the Services upon the occurrence of one or more of the following events:

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(a) If Provider Staff fail to correct performance deficiencies, as reasonably determined in good faith by- WM Entity, after 30 dqs written notice to Provider.

5 \-\\•1 (b) IfProvider Staff fail to maintain medical staff privileges in good standing at

the Designated Hospital and appropriate certifications.

(c) IfProvider Staff are suspended, become disqualified from, or lose their license to practice in the State of Florida, or otherwise are subject to disciplinary action that materially adversely affects their ability to perform the Services under this Agreement.

(d) If Provider Staff are suspended, become disqualified or excluded from, or lose their ability to participate in the Medicare or Medicaid programs.

(e) If Provider Staff are convicted of, or plead “guilty,” “no contest,” or otherwise admit to, any crime involving a morally corrupt act or practice, or any felony offense.

(f) If Provider Staff become unable to perform the essential functions of their position due to a disability as defined by a reputable disability insurance carrier.

(g) If Provider Staff are providing medically inadequate patient care, jeopardize the health or safety of patients, or otherwise have major quality of care deficiencies, or engage in conduct that is prejudicial or adverse to the best interests of SVHS Entity or its patients, as reasonably determined in good faith by SVHS Entity after consultation with Provider.

7 (h) If Provider Staff has substantially and material breached the terms of

this Agreement, and such breach shall not have been cured within calendar days of the giving of notice by IS Entity. If the breach cannot be cured within 3,Q-♦calendar days and such Provider Staff is diligently pursuing a cure, the breaching Provider Staff shall be entitled to such additional time as is necessary to affect a cure, but in no event exceeding 60 additional days.

8.7 Effect of Termination. Upon termination of this Agreement, neither party shall have any further obligation hereunder except for (i) obligations accruing prior to the date of termination, and (ii) obligations or covenants contained herein that are expressly intended to extend beyond the term of this Agreement, including, without limitation, covenants relating to confidentiality, indemnification, noncompetition, and availability of medical and business records.

ARTICLE 9: STANDARD PROVISIONS

9.1 Remedies. In the event of a breach of this Agreement, the parties acknowledge that the injury to the other would be irreparable, and the monetary amount of damage therefrom would be difficult or impossible to determine. Each party shall have all remedies available at law or equity, specifically including, without limitation, entitlement as a matter of course to an injunction or similar equitable relief, without bond or with a nominal bond if allowed by law.

9.2 Avoidance of Violations; Modification. Notwithstanding any provision of this Agreement, the parties shall not violate any applicable laws, rules, or regulations, including those relating to Medicare, Medicaid, similar Florida programs, or the provision of health care or

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medical services. The parties shall modify this Agreement to the extent necessary to comply with such laws, rules, and regulations.

9.3 Fair Market Value Remuneration; Self-Referral and Anti-kickback. Any remuneration exchanged between the parties shall at all times (i) be commercially reasonable and represent fair market value for rendered services or purchased items, (ii) be determined in a manner that does not take into account (directly or indirectly) the volume or value of any referrals or any other business generated between the parties, and (iii) comply with the “set in advance” requirements of applicable laws, rules, andoirlations. No ownership interest or compensation arrangement exists indirectly between5 Entity and Provider or Provider Staff for purposes of the Stark Act or the rules and regulations thereunder other than as set forth or referenced in this Agreement. Notwithstanding anything in this Agreement to the contrary, the parties (including Provider Staff) shall not be obligated or required to refer patients or other business to the other parties.

9.4 Indemnification. Each party (the “Indemnitor”) shall indemnify the other and its board members, officers, employees, and agents (collectively, the “Indemnitee”) for any and all damages, liabilities, costs, and expenses (including, but not limited to, attorneys’ fees) reasonably incurred by or awarded against Indemnitee which relate to a claim or proceeding against Indemnitee based on the negligent or wrongful conduct of Indemnitor or their employees or agents (each, a “Claim”). This indemnification is effective only if (i) Indemnitee promptly notifies Indemnitor in writing of any known Claim, whether threatened or actual (or Indemnitor is not materially prejudiced by failure to receive prompt written notice of such Claim), (ii) Indemnitee fully cooperates with Indemnitor (at Indemnitor’s expense) in the defense of any such Claim, (iii) Indemnitor controls the defense against any such Claim, unless the interests of the parties materially differ or Indemnitor’s counsel is not reasonably acceptable to Indemnitee, and (iv) Indemnitee’s damages, liabilities, costs, and expenses are not paid by insurance or otherwise covered by a third party. This provision shall survive the termination of this Agreement.

9.5 Confidentiality. Except to the extent required by law or court order, the parties agree to maintain strict confidentiality with regard to any and all information that comes into their possession as a result of this Agreement or any details pertaining to this Agreement. This provision shall survive the termination of this Agreement.

9.6 Notices. Any and all notices and other communications required or permitted by this Agreement shall be given in writing and shall be addressed as described below. All such communications shall be sufficient in all respects if sent within the applicable time frame and: (i) personally delivered, (ii) sent by telecopy, facsimile transmission, or other electronic means of transmitting written documents, (iii) sent by registered or certified U.S. mail, return receipt requested and postage prepaid, or (iv) by private overnight mail courier service. Delivery shall be deemed to occur (i) upon actual receipt if personally delivered or sent via overnight courier (or the date the addressee fails or refuses to accept delivery), (H) the next business day after transmission if electronically transmitted (and sender shall bear the burden of proof of delivery), or (iii) upon the date of delivery indicated on the receipt issued by the relevant postal service if sent by registered or certified U.S. mail.

If to Provider, to:

Northeast Florida En ine and Diabetes Associates P.A. 915 West Monroe St et, Ste 200 Jacksonville, FL 3 Attn: David May CEO

If to Entity, to:

St. Vincent’s Health System, Inc. el 1 Shircliff Way, Suite 1302 Jacksonville, FL 32204 Attn: CEO

with copy to

ice of the neral Counsel St. inc s HealthCare 1 Sh ff Way, Ste 1114

sonvi L 32204

9.7 Notice of Claims. Provider shall give written notice to the other party, as soon as practicable, of any lawsuit, claim, or patient complaint which involves, or may involve, the Services.

9.8 Amendment. No amendment to this Agreement shall be effective unless it is in writing, attached to, or made a part of this Agreement, and executed by a duly authorized representative of each party.

9.9 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. However, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written conse t of the other 40 party. Notwithstanding the foregoing, this Agreement may be assigned by S Entity to an 6:-; entity controlling, controlled by, or under common control with Entity, w ut Provider’s ar-c./ consent. 0.6.er, , Pm) •

9.10 Entire Agreement. This Agreement and the exhibits, schedules, documents, certificates and instruments referred to herein, embodies the entire agreement and understanding of the parties in respect of the transactions contemplated by this Agreement. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such transactions.

9.11 No Third Party Rights. This Agreement is intended solely for the benefit of the parties hereto and shall not be deemed to create any rights in any other person or entity.

9.12 Severability. If any provision or portion of this Agreement shall become invalid or unenforceable for any reason, there shall be deemed to be made such minor changes in such

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provision or portion as are necessary to make it valid or enforceable. The invalidity or unenforceability of any provision or portion hereof shall not affect the validity or enforceability of the other provisions or portions hereof.

9.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one instrument.

9.14 Captions. The captions of this Agreement are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the provisions of this Agreement.

9.15 Interpretation. Whenever the context of any provision shall require it, the singular number shall include the plural number, and vice-versa, and the use of any gender shall include any other or all genders as used in this Agreement. This Agreement has been negotiated at arms length. Any rule of law or legal decision that requires interpretation of ambiguities against the drafting party is not applicable and is hereby waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purpose of the parties to this Agreement.

9.16 Prevailing Party Entitled to Attorneys’ Fees and Costs. With regard to any legal disputes arising out of or related to this Agreement, the prevailing party shall receive from the non-prevailing party(ies) all reasonable legal fees, costs, charges, and expenses incurred, including reasonable attorneys’ fees, whether from the initial request for redress or through trial, appeal, and collection.

9.17 Waiver of Compliance. Except as otherwise provided in this Agreement, any breach by a party may only be waived by the other party in a written instrument signed by the waiving party. Such waiver shall not operate as a waiver of, or estoppel with respect to, any subsequent or other breach.

9.18 Applicable Law and Courts. This Agreement shall be governed by the internal laws of the State of Florida (without regard to conflict of laws or similar concepts). Jurisdiction and venue shall lie, and all legal proceedings shall be brought, in the Fourth Judicial Circuit in and for Duval County, Florida, or in the United States District Court for the Middle District of Florida, Jacksonville Division.

9.19 Cooperation. The parties agree to cooperate and execute all documents to implement and carry out the provisions of this Agreement.

9.20 Insurance. Provider shall, at all times and at its own expense, maintain: (i) professional liability insurance covering Provider and Provider Staff in the minimum amounts of $250,000 per claim and $750,000 annual aggregate; (ii) Worker’s Compensation Insurance as required by the State of Florida; and (iii) Comprehensive General Liability with limits of $1,000,000 each occurrence and $2,000,000 general aggregate written. Said insurance shall provide that SVHS Entity shall receive not less than twenty (20) days’ notice prior to any cancellation or reduction of coverage. Prior to the Effective Date and from time to time thereafter at the request of SVHS Entity, Provider shall provide SVHS Entity with certificates of insurance evidencing the foregoing coverages and provisions. If Provider maintains coverage through a claims-made policy, the retroactive date should not be later than the first date Provider provides Services under this Agreement. In the event that Provider changes insurance carriers, this Agreement is terminated, or coverage otherwise will cease, Provider shall purchase an extended reporting period endorsement for a term of no fewer than three (3) years (or the equivalent by maintaining its current policy for such time period, obtaining prior acts

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coverage under a new policy, etc.). The provisions of this Section shall survive expiration or other termination of this Agreement, regardless of the cause of such termination.

5- 9.21 Ethical and Religious Directives. The acknowledge that Entity is a member of Ascension Health and therefore: (a) Entity is obligated to conduct its operations in a manner consistent with the Ethical and eligious Directives for Catholic Health Care Services as promulgated by the United States Conference of Catholic Bishops, Washington, D.C., of the Roman Catholic Church or its successor (Ethical and Religious Directives”)’ andb) the principles and beliefs of the Roman Catholic Church are a matter of conscience to S Entity. It is the intent and agreement ( the parties that neither this &

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Agreement nor any part hereof shall be construed to requires 11 Entity to violate the Ethical and Religious Directives in its operation and that all parts of this Agreement must be interpreted in a manner that is consistent with the Ethical and Religious Directives. While performing Services pursuant to this agreement, Provider and Provider Staff shall provide Services in accordance with such Ethical and Religious Directives.

9.22 Conflict of Interest and Commitment. During the term of this Agreement, Provider and Provider Staff shall avoid any conflict of interest, including but not limited to any situations in which financial or other personal considerations affect, or have the appearance of affecting, his duties in carrying out his responsibilities under this Agreement.

9.23 Exclusion from Federal Health Care Programs. Provider represents that neither Provider, Provider Staff, nor Provider’s employees have been nor are they about to be excluded from participation in the federal Medicare or Medicaid program, Maternal and Child Health Services Block Grant, Block Grants for States for Social Services, or State Children’s Health Insurance (collectively, “Federal Health Care Programs”). Provider agrees to notify SVHS Entity within one (1) business day of Provider’s receipt of notice of intent to exclude or actual notice of exclusion from any Federal Health Care Program. The listing of Provider, Provider Staff, a Provider employee, or any Provider-owned entity on the Office of Inspector General’s (“01G”) exclusion list or OIG’s website for excluded individuals/entities or the Governmental Services Administration website shall constitute “exclusion” from a federal health care program, for purposes of this section. In the event of exclusion from any Federal Health Care Program, this Agreement shall immediately terminate. If Provider or a m of Provider Staff is excluded from any Federal Health Care Program and fails to notify Entity within three (3) days of receipt of notice of exclusion by Provider, Provider agrees to indemnify SVHS Entity for any sanctions, penalties, or fines incurred under the federal Civil Monetary Penalty Law (Section 1128A of the Social Security Act), the Health Insurance PortAnty and Accountability Act of 1996 or the Balanced Budget Act of 1997, as a result of 1\011 Entity being a party to this Agreement with Provider. The provisions of this Section shall survive expiration or other termination of this Agreement, regardless of the cause of such termination.

9.24 Corporate Compliance. 54414 Entity has in lace a Corporate Responsibility Program (“Program”) which has as its goal to ensure that Entity complies with federal, state and local laws and regulations. The Program focuses on risk management, the promotion of good corporate citizenship, including the commitment to uphold a high standard of ethical and legal business practices, and the prevention of misconduct, and a copy of the Program is available for review at jaxhealth.com in the Patients and Visitors section. Provider acknowledges SVHS Entity commitment to corporate responsibility and agrees t at Provider and Provider Staff will not act or conduct business in a manner that requires Entity to violate or act in a manner that contravenes the Program. Provider agrees to conduct all

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business transactions which occur pursuant to this Agreement in accordance with the objectives of the Program.

9.25 Changes in Law: Legal Compliance. Tax Exempt Status. Notwithstanding any other provision of this Agreement, in the event of any legislative or regulatory change or det rmination, whether federal or state, which has or would have significant adverse impact on 4 Entity in c ection with the performance of this Agreement, or in the event that

performance by S Entity of any term, covenant, condition or provision of this Agreement should for any r son be in violation of any statute, regulation, or otherwise be deemed illegal, or in the event Entity determines that its t x-exempt status or any tax-exempt bond may be adversely impacted by this Agreement, S Entity shall have the right to require that Provider renegotiate the terms of this Agreement. If the parties fail to reach an nipement atisfactory to both parties within fifteen (15) days of the request for renegotiation,XAW. Entity

may terminate this Agreement upon five (5) days’ prior written notice to Provider or sooner if required by law.

ft 9.26 Master List. SIIM&-Entity maintains a master list of contracts that is regularly

updated and centrally available for review by the Secretary of the Department of Health and Human Services upon request. The master list is maintained in a manner that preserves the historical records of contracts. If SVHS Entity and Provider have entered into more than one arrangement that meets the requirements of the personal service arrangements exception noted in 42 C.F.R. § 411.357(d), the master list maintained by SVHS Entity is intended to conform to the requirements of 42 C.F.R. §411.357(d)00.

9.27 Access to Records. Provider hereby agrees that during the term of and for four (4) years after the completion of services under this Agreement, Provider will as required by law retain and make available upon written request by the Secretary of Health and Human Services, the Comptroller General or any other of their duly authorized representatives, any contracts, books, documents and records that are necessary to certify the nature or extent of the cost of the Services provided hereunder. Further, if Provider subcontracts any of his duties arising from , this Agreement with a value or cost of Ten Thousand Dollars ($10,000) or more over a twelve (12) month period, with a related organization, each such subcontract shall contain a clause to r” the effect that until the expiration of four (4) years after the furnishing of services pursuant to 10111 ,5 such subcontract, the related organization shall make available, upon written request, to the Secretary of Health and Human Services, the Comptroller General, any other licensing or frt/oltali accrediting agency, or any of their duly authorized representatives, the subcontract, the books, and documents and records of such organization that are necessary to verify the nature and extent of such costs. The provisions of this Section shall survive expiration or other termination of this Agreement, regardless of the cause of such termination.

[Intentionally blank]

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Signature Page to Diabetes Management Services Agreement

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the Effective Date.

5 k\ Vc SVHS ENTITY

By: Name: Title:

PROVIDER

By: Name: Title:

Exhibit A Services

The Diabetes Management Program (DMP) is a service provided by advanced practice nurses under the supervision of an endocrinologist. The goal is to provide high quality management to diabetic patients with unfavorable blood glucose levels. Patients are identified automatically via the electronic medical record based on a diagnosis of diabetes in combination with certain diabetes medications and unfavorable blood glucose levels (too high or two low). When patients are identified, a consult is automatically generated to the DMP. Importantly, this is not the same as a consult to an endocrinologist. A formal endocrinology consultation may be ordered at any time. A member of the DMP will provide an initial evaluation as well as daily diabetes management, and will coordinate discharge medications and follow up with the primary attending.

Exhibit B Additional Performance Standards

Not Applicable

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