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BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (this "BA Agreement") is made effective as of 11/30/2020 :, 2020 (the "Effective Date") by and between City of Sebring, a Florida municipal corporation, with its principal place of business located at 368 South Commerce Avenue, Sebring, Florida 33870 ("Covered Entity") and Employer Direct Healthcare, LLC, a Delaware limited liability company with its principal place of business located at 2100 Ross Avenue, Suite SSO, Dallas, Texas 75201 ("Business Associate"). Covered Entity and Business Associate are referred to collectively as the "Parties" and individually as a "Party." RECITALS Business Associate has a contracted network of physicians, hospitals, and other healthcare providers and facilities which.provide non -emergent, planned surgical and medical procedures according to rates and terms negotiated by Business Associate. II. Business Associate's contracted network of providers is made available to individuals through self-funded health benefit plans that incorporate Business Associate's network offering. III. Covered Entity has established a self-funded health benefit plan for the benefit of Covered Entity's employees, employees' dependents, and retirees. IV. Business Associate and Covered Entity are exploring a service agreement (the "Service Agreement") pursuant to which Business Associate would agree to coordinate and deliver its network offering to and on behalf of Covered Entity. V. The Parties desire to enter into this BA Agreement because, as part of the negotiation and performance of the Service Agreement, Covered Entity must disclose Protected Health Information to Business Associate or Business Associate must otherwise access, create, or use Protected Health Information. Accordingly, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows: 1. Definitions. Capitalized terms used but not otherwise defined in this BA Agreement shall have the same meaning ascribed to such terms in the Health Insurance Portability and Accountability -Act of 1996 ("HIPAA"), any and all regulations promulgated thereunder including the standards for privacy of individually identifiable health information at 45 C.F.R. Parts 160 and 164 ("Privacy Rule") and the standards for the security of electronic protected health information at 45 C.F.R. 160, 162, and 164.("Security Rule") (the Privacy Rule and the Security Rule are collectively referred to herein as the "HIPAA Rules"), and the Health Information Technology for Economic and Clinical Health Act ("HITECH") provisions of the American Recovery and Reinvestment Act of :2009 ("ARRA"). 2. Use and Disclosure of Protected Health Information. Business Associate may use and disclose Protected Health Information as permitted or required under this BA Agreement, the Service Agreement, and as Required by Law, but Business Associate shall not otherwise use or disclose any Protected Health Information. Business Associate shall not use or disclose Protected Health. Information received from Covered Entity in any manner that would constitute a violation of the HIPAA Rules if so used or disclosed by Covered Entity. To the extent Business Associate carries out any of Covered Entity's obligations under HIPAA, Business Associate shall comply with the requirements of HIPAA that apply to Covered Entity in the performance of such obligations. Without limiting the generality of the foregoing, Business Associate is permitted to use or disclose Protected Health Information as set forth below: (a) Business Associate may use Protected Health Information internally for Business Associate's proper management and administrative services or to carry out its legal responsibilities. (b) Business Associate may disclose Protected Health Information to a third -party for Business Associate's proper management and administration, provided that: .1_ 69