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A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK EXHIBIT B BUSINESS ASSOCIATE AGREEMENT THIS BUSINESS ASSOCIATE AGREEMENT (this "Agreement"), by and between Indian River County Board of County Commissioners's Health Plan (the "Plan") and Indian River County Board of County Commisdoners (the "Company") (the Plan and the Company are collectively referred to herein as the "Company"), and RzBenefits, Inc., on behalf of itself and its subsidiaries (the "Business Associate"), is effective as of October 1, 2024. RECITALS WHEREAS, ,Company and the Business Associate are parties to an Administrative Services Agreement dated October 1, 2024 (the "Underlying Agreement") under which the Business Associate provides the Services (as defined in the Underlying Agreement) to Company with respect to the Plan; WHEREAS, in order to perform the Services set forth in the Underlying Agreement, Company may disclose to the Business Associate certain Protected Health Information ("PHI") and Electronic Protected Health Information subject to the Privacy Regulations and the Security Regulations, promulgated by the United States Department of Health and Human Services ("HHS") under the Health Insurance Portability and Accountability Act of 1996 (the "Regulations"), may be transmitted, created, received, and/or maintained; WHEREAS, Company is a "Covered Entity" and the Business Associate is a "Business Associate" under the Regulations and are required to protect the privacy and provide for the security of PHI disclosed by Company to the Business Associate and to satisfy certain requirements in compliance with the Regulations; WHEREAS, to the extent required by the Regulations, the Business Associate and the Company desire to comply with the "Business Associate" requirements of the Regulations and to memorialize their agreements with respect to such compliance; and WHEREAS, Company and Business Associate agree that, to the extent that Company has disclosed PHI to Business Associate prior to this Agreement's Effective Date, such PHI shall be subject to all terms of this Agreement. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual covenants and conditions set forth herein, and other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, the Business Associate and the Company agree as follows: 1. Definitions. Unless otherwise defined herein, capitalized terms shall have the same meanings as set forth in the Regulations. 2. Restrictions on Use and Disclosure of PHI. The Business Associate may Use and Disclose PHI as permitted or required by this Agreement, as necessary to perform the Services in the Underlying Agreement, or as Required By Law. The Business Associate shall make reasonable efforts to limit PHI that is subject to this Agreement to the minimum amount that is necessary to accomplish the intended purpose of a required or permitted Use or Disclosure under this Agreement. The Business Associate shall not Use or Disclose PHI received from the Company or any participant in the Plan in any manner that would constitute a violation of the Regulations if the Company made the same Use or Disclosure, except that the Business Associate may Use or Disclose such PHI for the Business Associate's er management and administration and legal responsibilities, provided that the Uses and Disclosures are Required -A—aw; or the Business Associate obtains reasonable assurances from the person to whom the PHI is Disclosed that it will be held confidentially and Used or further Disclosed only as Required By Law or for the purpose for which it was Disclosed to the person, and the person agrees to notify the Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached. 3. Data Aggregation: De -identification. The Business Associate may use PHI received from the Company, or created or received by Business Associate on behalf of the Company, to provide Data Aggregation services for the health care operations of the Company as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B). Further, the Business Associate may de - identify such PHI in accordance with 45 C.F.R. § 164.514. Company hereby grants to the Business Associate a non - 1 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS