HomeMy WebLinkAbout2021-089BDocuSign Envelope ID: FAA4141C-02DF-41B5-A6D3-14CDB4ABD65B
FLEXIBLE BENEFITS ADMINISTRATION
SERVICES AGREEMENT
This Flexible Benefits Administration Services Agreement ("Agreement") made effective as of
October 1, 2021 (the "Effective Date"), by and between INDIAN RIVER COUNTY, 1800 27th Street,
Vero Beach, FL 32960 (the "Employer"), and P&A ADMINISTRATIVE SERVICES, INC., 17 Court
Street, Suite 500, Buffalo, NY 14202-3294 ("P&A").
WITNESSETH:
WHEREAS, the Employer maintains a cafeteria plan as defined in Section 125 of the Internal
Revenue Code of 1986, as amended (the "Code"), for its eligible employees (the "Plan"); and
WHEREAS, the Employer desires to retain P&A to provide administrative services with respect
to the Plan, and P&A desires to provide such services upon certain terms and conditions;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein
and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties
hereto, with the intention of being legally bound hereby, covenant and agree as follows:
1. Services. P&A shall provide the following services with respect to the Plan:
a. Prepare Plan documents, including: (i) the Plan Document, as of the Effective Date, and any
subsequent amendments or restatements thereto; and (ii) the Summary Plan Description, which is a
summary of the Plan for distribution to employees eligible to participate in the Plan ("Participants"), and
any subsequent amendments or restatements. At the time provided to the Employer, such documents
shall conform in all respects with applicable laws and regulations governing the Plan;
b. With the assistance of the Employer, enroll Participants in the Plan;
C. Provide to each Participant who elects benefits under the Plan's Medical Expense
Reimbursement Account benefit option or Dependent Care Assistance Account benefit option an
electronic payment card that may be used to pay expenses that are eligible for reimbursement under
that benefit option, and such additional cards for use by family members of the Participant as he or she
reasonably shall request;
d. Substantiate the eligibility of expenses paid by use of an electronic payment card to the extent
required by applicable law;
e. Provide Participants who have elected flexible spending account benefits under the Plan with a
form to use in submitting flexible spending account claims;
f. Receive, review and, when authorized by the Plan and by applicable law, approve flexible
DocuSign Envelope ID: FAA4141C-02DF-41B5-A6D3-14CDB4ABD65B
spending account claims;
g. From time to time, notify the Employer of the aggregate amount of funds needed from the
Employer to pay pending approved claims and receive said funds as transmitted by the Employer;
h. Pay approved flexible spending account claims from funds made available by the Employer for
that purpose. Claims shall be paid by check or, where authorized by a claimant, by direct electronic
deposit to a bank account of the claimant;
i. Provide with each flexible spending account claim paid by check a statement of the Participant's
remaining account balance under the flexible spending account from which the payment has been made;
j. Before the end of each Plan Year of the Plan as described in the Plan document (the "Plan Year"),
provide to each Participant who elected any flexible spending account benefits for that Plan Year a
statement setting forth each of his or her flexible spending account balances and advise of the potential
forfeiture of any balances not used to reimburse the Participant for eligible expenses incurred prior to
the end of that Plan Year;
k. Perform such benefits discrimination testing as P&A shall deem necessary to assure the Plan's
continuing compliance under Code Section 125; and
I. Prepare any annual return (Form 5500 Series or equivalent) required by applicable federal law
with respect to the Plan for filing by the Employer with respect to each Plan Year ending prior to the
termination of this Agreement.
2. Compensation. As compensation for the services rendered hereunder, the Employer
shall pay P&A such fees as are set forth in Schedule A attached hereto and made a part hereof. P&A
may modify this fee schedule as of the beginning of any Plan Year commencing on or after the fifth (5th)
anniversary year of the Effective Date of the Agreement, or October 1, 2026. P&A shall notify the
Employer in writing of any modification to the fee schedule not less than ninety (90) days before the
beginning of the Plan Year in which the modification is to become effective. Should the Employer be
unwilling to accept any such modification, it may terminate this Agreement upon sixty (60) days' written
notice to P&A, as set forth in Section 5 below.
3. Employer Responsibilities.
a. The Employer shall notify P&A in writing of any event or occurrence that affects the group
of employees who are eligible for reimbursement of expenses under the Plan (e.g., hiring of a new
employee, termination of an employee, change in hours worked) as soon as is reasonably practicable.
b. The Employer shall provide P&A on a timely basis with such other information as P&A
reasonably shall request in furtherance of its responsibilities hereunder as soon as is reasonably
2
DocuSign Envelope ID: FAA4141C-02DF-41B5-A6D3-14CDB4ABD65B
practicable.
C. The Employer shall provide P&A with the funds necessary to pay all claims that qualify for
reimbursement under the Plan. P&A shall not be obligated to advance funds to the Employer for this
purpose.
d. The Employer shall be responsible for assuring that withholding from its payroll is
consistent in all respects with salary reduction elections made under the Plan and for preparing Forms
W-2 that reflect benefits that were received by Participants during the reporting year to the extent
required by law.
4. Responsibilities of the Parties and Indemnification.
a. The responsibilities and liabilities of P&A are only those set forth herein, and no others
shall be implied. P&A shall have no duty or authority to make, or to compel the Employer to make
payment of any benefit under the Plan. Except for its own misconduct or negligence, P&A shall not
indemnify the Employer or any other provider of benefits under the Plan, with respect to its liability to pay
benefits to Participants.
b. Except for its own misconduct or negligence, neither P&A nor any of its officers, directors,
or employees, nor any agent of or counsel for any of the foregoing, shall be liable to anyone at any
time interested in the Plan, for any act or omission in providing services hereunder. P&A shall
indemnify and hold harmless the Employer from any claim, liability, obligation or charge arising out of
P&A's misconduct, negligence or other wrongdoing in connection with activities or responsibilities
arising out of or relating to this Agreement. The Employer shall indemnify and hold harmless P&A from
any claim, liability, obligation or charge arising out of the Employer's misconduct, negligence or other
wrongdoing in connection with activities or responsibilities arising out of or relating to this Agreement.
Such obligations of Employer shall be only to the limits set forth in section 768.28, Florida Statutes.
5. Term; Termination.
(a) The initial term of this Agreement shall commence on the Effective Date and shall end on the
last day of the first twelve-month Plan Year commencing on or after that date. Thereafter, this Agreement
shall automatically renew for each additional Plan Year unless one of the parties hereto gives the other
party notice in writing of its desire to terminate the Agreement as of the end of a specified Plan Year not
less than sixty (60) days prior to the end of that Plan Year. Notwithstanding the foregoing, this
Agreement shall terminate (a) automatically if either party is adjudicated a bankrupt or suffers
appointment of a temporary or permanent receiver, trustee or custodian for all or a substantial part of
their assets, which shall not be discharged within thirty (30) days of appointment, or makes an
3
DocuSign Envelope ID: FAA4141C-02DF-41 B5-A6D3-14CDl34ABD656
assignment for the benefit of creditors, or (b) after written notice by one party of the other party's material
breach of, or material failure to perform, its obligations hereunder unless such breach or failure is cured
within ten (10) days of said notice. Any notice of breach must provide all such details as are known to
the non -breaching party regarding the nature of the other party's alleged breach, the specific obligation
hereunder to which the alleged material breach relates, the approximate date on which the alleged
breach occurred and the identity of any personnel of the other party that were involved. Failure to provide
such detail shall render said notice null and void for purposes of this Agreement.
(b) In regards to F.S. 287.135: P&A certifies that it and those related entities of P&A as defined
by Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s.
215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. In addition, if this agreement
is for goods or services of one million dollars or more, P&A certifies that it and those related entities of
P&A as defined by Florida law are not on the Scrutinized Companies with Activities in Sudan List or the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to
Section 215.473 of the Florida Statutes and are not engaged in business operations in Cuba or Syria.
(c) Employer may terminate this Agreement if P&A is found to have submitted a false certification
as provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with
Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List, or been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida
Statutes.
(d) Employer may terminate this Agreement if P&A, including all wholly owned subsidiaries,
majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is found
to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of
Israel as set forth in section 215.4725, Florida Statutes.
6. Confidentiality. All books and records, including the data therein, pertaining to each party
which may come into the hands of the other are to be treated as confidential and private records, and
the other party shall not disclose information from such records unless it is required by law or authorized
by the initial party in writing prior to such disclosure. Both parties reserve the right to control the use of
any of their symbols, trademarks, computer programs and service marks currently existing or hereafter
established. Both parties agree that they will not use the computer programs work, symbols, trademarks,
service marks, or other devices of the other in advertising, promotional material, or otherwise and will
not advertise or display such devices without the prior written consent of the other party. In addition,
both parties further agree that any such work, symbols, trademarks, service marks, or other devices
furnished by one party to the other shall remain the property of the initial party and shall be returned by
4
DocuSign Envelope ID: FAA4141C-02DF-4165-A6D3-14CDB4ABD65B
the other party upon demand of the initial party upon termination of this Agreement.
7. HIPAA Compliance. The parties hereto acknowledge that they have entered into a
separate Business Associate Agreement of even date herewith, and agree that said Business Associate
Agreement and all of the obligations and rights of the parties thereunder shall be incorporated herein by
reference.
8. E -Verify. P&A is registered with and will use the Department of Homeland Security's
E -Verify system (www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for
the duration of this agreement, as required by Section 448.095, F.S. P&A is also responsible for
obtaining proof of E -Verify registration and utilization for all subcontractors.
9. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the
parties, their legal representatives, contractors, agents, successors and assigns.
10. Integration. By their making of this Agreement, the parties hereto hereby acknowledge
that this Agreement supersedes any previous understandings between them with respect to all matters
contained herein and contains the entire understanding and agreement between them with respect to all
matters contained herein and cannot be amended, modified or supplemented except by a subsequent
written agreement entered into by both parties.
11. Subcontracting. P&A shall not subcontract any portion of this Agreement without the prior
written approval of the Employer, which written approval shall not be unreasonably withheld.
12. Non -Exclusive Arrangement. Nothing contained herein shall be construed to prevent
either party from independently operating or participating in any other agreement concerning plan
administration services independent and unrelated to the services and obligations of the parties pursuant
to this Agreement.
13. Waiver of Breach. The waiver by either party of a breach or violation of any provision of
this Agreement shall not operate as or be construed as a waiver of a breach or violation of any other
provision of this Agreement or of any subsequent breach or violation thereof.
14. Severability. In the event any provision of this Agreement is rendered invalid or
DocuSign Envelope ID: FAA4141C-02DF-41 B5-A6D3-14CDB4ABD65B
unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
15. Governing Law. This Agreement is made in and shall be construed pursuant to the laws
of the State of Florida, to the extent that the law of the State of Florida is not superseded by federal law.
16. Enforcement. If any action at law or in equity (including arbitration) is necessary to enforce
or interpret any one or more of the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which
such party may be entitled.
17. Notice. Any notice hereunder by either party shall be deemed to have been duly given
three (3) business days after mailing, and shall be given by being mailed in any post office or post office
box maintained by the United States Postal Service, enclosed in a postage paid envelope, registered or
certified mail, return receipt requested, addressed to the party to whom or which notice is intended to be
given at such party's address as stated above or to such other address as each party shall specify in
writing to the other.
18. Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, and together shall constitute one and the same instrument.
(Remainder of page left intentionally blank)
DocuSign Envelope ID: FAA4141C-02DF-41B5-A6D3-14CDB4ABD65B
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date.
INDIAN RIVER COUNTY
BY:
Joseph E. Flescher
Chairman
APPROVED AS —10 FORM
AND L.i=GAL SUFFICI81NCY
BY.� ..� .. ... ...., .. s.� ..�
DYLAN i�IEING0LD
00UNTY ATTORNEY
Attest: Jeffrey R. Smith, Clerk of
Circuit Court and Comptroller
By, � �-
Deputy Cleric
J
'W"
7
P&A ADMINISTRATIVE SERVICES, INC.
Docuftned by:
BY: 71426AD96FB64BC
Name: Michael A. Ri Zzo
Title: President
DocuSign Envelope ID: FAA4141C-02DF-41B5-A6D3-14CDB4ABD65B
SCHEDULE A - FEES
The Employer will pay to P&A.
1. INSTALLATION FEE. N/A
2. ADMINISTRATION FEES. Administration fees for each calendar month commencing while this Agreement remains
in effect.
After open enrollment of Plan Participants has been completed for each Plan Year, P&A shall determine if an Annual
Minimum Fee in the amount of $1,250.00 is due with respect to that Plan Year. This Annual Minimum Fee shall be due only
if the following total is less than $1,250.00: The number of Plan Participants who enrolled in any of the Plan's Flexible
Spending Account options during open enrollment multiplied by 3.00 (the per Participant monthly fees described below) then
multiplied again by 12 months.
If it is determined, with respect to a particular Plan Year, that the Annual Minimum Fee provision above does not
apply, P&A shall begin during the second month of this Agreement to extract the administrative fees due for services in the
prior month from a bank account designated by the Employer for purposes of providing P&A with the funds needed for the
administration of the Plan (the "Employer's Account"). The fees for a given month shall equal $3.00 for each individual who
was eligible for the reimbursement of expenses under any of the Plan's Flexible Spending Account options as of the first day
of that month on account of a salary reduction agreement in effect on that date or otherwise, including (i) any individual who,
on that date, would have been eligible for reimbursement under any of the Plan's Flexible Spending Account options but for
the fact that he or she previously was reimbursed for the full amount of his or her benefit election for the Plan Year; (ii) any
individual whose eligibility to make additional salary reduction contributions to the Plan had terminated prior to that date but
who, on that date, remained eligible to submit post -termination run -out claims under the terms of the Plan; and (iii) any
individual who had elected COBRA coverage prior to that date and whose COBRA coverage remained in effect on that date.
If it is determined to apply with respect to a Plan Year, P&A shall extract the Annual Minimum Fee from the Employer's
Account. Once extracted, this Annual Minimum Fee shall be credited against the Employer's obligation for monthly fees as
determined in accordance with the preceding paragraph. As soon as the year-to-date total of those monthly fees exceeds
the amount of the Annual Minimum Fee, P&A shall begin to extract the excess monthly fees from the Employer's Account.
3. ANNUAL REPORT PREPARATION. $300.00 for each annual return (Form 5500 Series or equivalent) that is
prepared by P&A pursuant to Section 1 of this Agreement.
4. REQUESTED ADDITIONAL SERVICES AND MATERIALS. For such services and materials requested by the
Employer that are in addition to the services and materials described in Section 1 of this Agreement, P&A shall be entitled to
such additional compensation from the requesting party as is mutually agreed upon by the requesting party and P&A.
5. MAILING EXPENSES. The cost of any mailing required under the Agreement the rate for which exceeds the first-
class rate charged by the U.S. Post Office.
6. RECOUPMENT OF PENALTIES AND FEES. The amount of any penalty or like fee that is imposed on P&A as a
result of any action or inaction by the Employer or by the employees or other agents of the Employer with respect to the
administration of the Plan, including but not limited to returned check charges or ACH rejection fees. P&A shall be entitled to
immediately recoup any such penalty or fee from the Employer after giving the Employer written notice that P&A has paid
such amount.
Note: Should the Employer elect to change the terms of the Plan or should changes in applicable laws necessitate changes
DocuSign Envelope ID: FAA4141C-02DF-41 B5-A6D3-14CDB4ABD65B
to the Plan documents, P&A will provide the Employer with a quote as to the cost of having P&A make the document changes.
DocuSign Envelope ID: FAA4141C-02DF-41 135-A6D3-14CDB4ABD65B
BUSINESS ASSOCIATE AGREEMENT
This Agreement made effective as of October 1, 2021 (the "Effective Date"), by and between
the Covered Entity identified below, and P&A ADMINISTRATIVE SERVICES, INC., 17 Court Street, Suite
500, Buffalo, NY 14202-3294 ("Business Associate").
1. Definitions.
a. Breach. "Breach" shall have the same meaning as the term "breach" in 45 CFR § 164.402.
b. Breach Notification Rule. "Breach Notification Rule" shall mean the Standards and Implementation
Specifications for Notification of Breaches of Unsecured Protected Health Information under 45 CFR Parts
160 and 164, subparts A and D.
c. Business Associate. "Business Associate" shall mean P&A Administrative Services, Inc.
d. Covered Entity. "Covered Entity' shall mean the Medical Expense Reimbursement Account Option
under the Indian River County Flexible Benefits Plan.
e. Electronic Protected Health Information. "Electronic Protected Health Information" shall have the
same meaning as the term "electronic protected health information" in 45 CFR § 160.103.
f. Electronic Transactions Rule. "Electronic Transactions Rule" shall mean the final regulations issued
by HHS concerning standard transactions and code sets under 45 CFR Parts 160 and 162.
g. Enforcement Rule. "Enforcement Rule" shall mean the Enforcement Provisions set forth in 45 CFR
Part 160.
h. Genetic Information. "Genetic Information" shall have the same meaning as the term "genetic
information" in 45 CFR § 160.103.
L HHS. "HHS" shall mean the Department of Health and Human Services.
HIPAA Rules. "HIPAA Rules" shall mean the Privacy Rule, Security Rule, Breach Notification Rule,
and Enforcement Rule.
k. HITECH Act. "HITECH Act" shall mean the Health Information Technology for Economic and Clinical
Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009.
I. Privacy Rule. "Privacy Rule" shall mean the Privacy Standards and Implementation Specifications
at 45 CFR Parts 160 and 164, subparts A and E.
m. Protected Health Information. "Protected Health Information" shall have the same meaning as the
term "protected health information" in 45 CFR § 160.103, limited to the information created, received,
DocuSign Envelope ID. FAA4141C-02DF-41 B5-A6D3-14CDB4ABD65B
maintained, or transmitted by Business Associate from or on behalf of Covered Entity pursuant to this
Agreement.
n. Required by Law. "Required by Law" shall have the same meaning as the term "required by law" in
45 CFR § 164.103.
o. Security Incident. "Security Incident" shall have the same meaning as the term "security incident"
in 45 CFR § 164.304.
p. Security Rule. "Security Rule" shall mean the Security Standards and Implementation
Specifications at 45 CFR Parts 160 and 164, subparts A and C.
q. Services Agreement. "Services Agreement" shall mean the "Flexible Benefits Plan Services
Agreement" of even date herewith between Indian River County and the Business Associate including any
subsequent amendments or restatements thereof.
r. Subcontractor. "Subcontractor" shall have the same meaning as the term "subcontractor" in 45 CFR
§ 160.103.
s. Transaction. "Transaction" shall have the meaning given the term "transaction" in 45 CFR §
160.103.
t. Unsecured Protected Health Information. "Unsecured Protected Health Information" shall have the
meaning given the term "unsecured protected health information" in 45 CFR § 164.402.
2. Privacy and Security of Protected Health Information.
a. Permitted Uses and Disclosures. Business Associate is permitted to use and disclose Protected
Health Information only as set forth below:
(i) Functions and Activities on Covered Entity's Behalf. Business Associate shall provide the
services described in a certain administrative services agreement of even date herewith (the "Services
Agreement"). The Business Associate hereby is authorized to de -identify Protected Health Information
whenever, in its best judgment, it is necessary to do so to comply with the HIPAA Rules.
(ii) Business Associate's Operations. Business Associate may use Protected Health
Information for the proper management and administration of the Business Associate or to carry out
the legal responsibilities of the Business Associate. Business Associate may disclose Protected Health
Information for the proper management and administration of the Business Associate or to carry out
Business Associate's legal responsibilities, provided that—
(A) The disclosure is Required by Law; or
DocuSign Envelope ID: FAA4141C-02DF-41B5-A6D3-14CDB4ABD65B
(B) Business Associate obtains reasonable assurance from any person or entity to which
Business Associate will disclose Protected Health Information that the person or entity will—
(1) Hold the Protected Health Information in confidence and use or further disclose the
Protected Health Information only for the purpose for which Business Associate disclosed
Protected Health Information to the person or entity or as Required by Law; and
(2) Promptly notify Business Associate of any instance of which the person or entity
becomes aware in which the confidentiality of Protected Health Information was breached.
(iii) Minimum Necessary. Business Associate will, in its performance of the functions, activities,
services, and operations specified above, make reasonable efforts to use, to disclose, and to request
only the minimum amount of Protected Health Information reasonably necessary to accomplish the
intended purpose of the use, disclosure, or request, except that Business Associate will not be
obligated to comply with this minimum -necessary limitation if neither Business Associate nor Covered
Entity is required to limit its use, disclosure, or request to the minimum necessary under the HIPAA
Rules. Business Associate and Covered Entity acknowledge that the phrase "minimum necessary"
shall be interpreted in accordance with the HITECH Act and the HIPAA Rules.
b. Prohibition on Unauthorized Use or Disclosure. Business Associate will neither use nor disclose
Protected Health Information, except as permitted or required by this Agreement or in writing by Covered
Entity or as Required by Law. This Agreement does not authorize Business Associate to use or disclose
Covered Entity's Protected Health Information in a manner that would violate the HIPAA Rules if done by
Covered Entity, except as permitted for Business Associate's proper management and administration, as
described above.
c. Information Safeguards.
(i) Privacy of Protected Health Information. Business Associate will develop, implement,
maintain, and use appropriate administrative, technical, and physical safeguards to protect the privacy
of Protected Health Information. The safeguards must reasonably protect Protected Health
Information from any intentional or unintentional use or disclosure in violation of the Privacy Rule and
limit incidental uses or disclosures made pursuant to a use or disclosure otherwise permitted by this
Agreement. To the extent the parties agree that the Business Associate will carry out directly one or
more of Covered Entity's obligations under the Privacy Rule, the Business Associate will comply with
the requirements of the Privacy Rule that apply to the Covered Entity in the performance of such
obligations.
(ii) Security of Covered Entity's Electronic Protected Health Information. Business Associate
will comply with the Security Rule and will use appropriate administrative, technical, and physical
DocuSign Envelope ID: FAA4141C-02DF-41B5-A6D3-14CDB4ABD65B
safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of
Electronic Protected Health Information that Business Associate creates, receives, maintains, or
transmits on Covered Entity's behalf.
(iii) No Transfer of PHI Outside United States. Business Associate will not transfer Protected
Health Information outside the United States without the prior written consent of the Covered Entity.
In this context, a "transfer' outside the United States occurs if Business Associate's workforce
members, agents, or subcontractors physically located outside the United States are able to access,
use, or disclose Protected Health Information.
d. Subcontractors. Business Associate will require each of its Subcontractors to agree, in a written
agreement with Business Associate, to comply with the provisions of the Security Rule; to appropriately
safeguard Protected Health Information created, received, maintained, or transmitted on behalf of the
Business Associate; and to apply the same restrictions and conditions that apply to the Business Associate
with respect to such Protected Health Information.
e. Prohibition on Sale of Protected Health Information. Effective immediately, Business Associate
shall not engage in any sale (as defined in the HIPAA rules) of Protected Health Information.
f. Prohibition on Use or Disclosure of Genetic Information. Effective immediately, Business
Associate shall not use or disclose Genetic Information for underwriting purposes in violation of the HIPAA
rules.
g. Penalties for Noncompliance. Business Associate acknowledges that it is subject to civil and
criminal enforcement for failure to comply with the HIPAA Rules, to the extent provided by the HITECH Act
and the HIPAA Rules.
3. Compliance with Electronic Transactions Rule. If Business Associate conducts in whole or part
electronic Transactions on behalf of Covered Entity for which HHS has established standards, Business
Associate will comply, and will require any Subcontractor it involves with the conduct of such Transactions to
comply, with each applicable requirement of the Electronic Transactions Rule and of any operating rules
adopted by HHS with respect to Transactions.
4. Individual Rights.
a. Access. Business Associate will, within ten calendar days following Covered Entity's request, make
available to Covered Entity (or, at Covered Entity's written direction, to an individual or the individual's
designee) for inspection and copying Protected Health Information about the individual that is in a Designated
Record Set in Business Associate's custody or control, so that Covered Entity may meet its access obligations
under 45 CFR § 164.524. If Covered Entity requests an electronic copy of Protected Health Information that
DocuSign Envelope ID: FAA4141C-02DF-41 B5-A6D3-14CDB4ABD65B
is maintained electronically in a Designated Record Set in the Business Associate's custody or control,
Business Associate will provide an electronic copy in the form and format specified by the Covered Entity if it
is readily producible in such format; if it is not readily producible in such format, Business Associate will work
with Covered Entity to determine an alternative form and format that will enable Covered Entity to meet its
electronic access obligations under 45 CFR § 164.524.
b. Amendment. Business Associate will, upon receipt of written notice from Covered Entity, promptly
amend or permit Covered Entity access to amend any portion of an individual's Protected Health Information
that is in a Designated Record Set in the custody or control of the Business Associate, so that Covered Entity
may meet its amendment obligations under 45 CFR § 164.526.
c. Disclosure Accounting. To allow Covered Entity to meet its obligations to account for disclosures
of Protected Health Information under 45 CFR § 164.528:
(i) Disclosures Subject to Accounting. Business Associate will record the information specified
below ("Disclosure Information") for each disclosure of Protected Health Information, not excepted
from disclosure accounting as specified below, that Business Associate makes to Covered Entity or to
a third party.
(ii) Disclosures Not Subject to Accounting. Business Associate will not be obligated to record
Disclosure Information or otherwise account for disclosures of Protected Health Information if Covered
Entity need not account for such disclosures under the HIPAA Rules.
(iii) Disclosure Information. With respect to any disclosure by Business Associate of Protected
Health Information that is not excepted from disclosure accounting under the HIPAA Rules, Business
Associate will record the following Disclosure Information as applicable to the type of accountable
disclosure made:
(A) Disclosure Information Generally. Except for repetitive disclosures of Protected Health
Information as specified below, the Disclosure Information that Business Associate must record
for each accountable disclosure is (i) the disclosure date, (ii) the name and (if known) address
of the entity to which Business Associate made the disclosure, (iii) a brief description of the
Protected Health Information disclosed, and (iv) a brief statement of the purpose of the
disclosure.
(B) Disclosure Information for Repetitive Disclosures. For repetitive disclosures of Protected
Health Information that Business Associate makes for a single purpose to the same person or
entity (including Covered Entity), the Disclosure Information that Business Associate must
record is either the Disclosure Information specified above for each accountable disclosure, or
(i) the Disclosure Information specified above for the first of the repetitive accountable
DocuSign Envelope ID: FAA4141C-02DF-41 B5-A6D3-14CDB4ABD65B
disclosures; (ii) the frequency, periodicity, or number of the repetitive accountable disclosures;
and (iii) the date of the last of the repetitive accountable disclosures.
(iv) Availability of Disclosure Information. Business Associate will maintain the Disclosure
Information for at least six years following the date of the accountable disclosure to which the
Disclosure Information relates. Business Associate will make the Disclosure Information available to
Covered Entity fifty-nine calendar days following Covered Entity's request for such Disclosure
Information to comply with an individual's request for disclosure accounting.
d. Restriction Agreements and Confidential Communications. Covered Entity shall notify
Business Associate of any limitations in the notice of privacy practices of Covered Entity under 45 CFR §
164.520, to the extent that such limitation may affect Business Associate's use or disclosure of Protected
Health Information, Business Associate will comply with any notice from Covered Entity to (1) restrict use or
disclosure of Protected Health Information pursuant to 45 CFR § 164.522(a), or (2) provide for confidential
communications of Protected Health Information pursuant to 45 CFR § 164.522(b), provided that Covered
Entity notifies Business Associate in writing of the restriction or confidential communications obligations that
Business Associate must follow. Covered Entity will promptly notify Business Associate in writing of the
termination of any such restriction or confidential communications requirement and, with respect to
termination of any such restriction, instruct Business Associate whether any of the Protected Health
Information will remain subject to the terms of the restriction agreement.
5. Breaches and Security Incidents.
a. Reporting.
(i) Impermissible Use or Disclosure. Business Associate will report to Covered Entity any use
or disclosure of Protected Health Information not permitted by this Agreement not more than ten
calendar days after Business Associate discovers such non -permitted use or disclosure.
(ii) Breach of Unsecured Protected Health Information. Business Associate will report to
Covered Entity any potential Breach of Unsecured Protected Health Information not more than
ten calendar days after discovery of such potential Breach. Business Associate will treat a potential
Breach as being discovered in accordance with 45 CFR § 164.410. Business Associate will make the
report to Covered Entity's Privacy Officer. If a delay is requested by a law-enforcement official in
accordance with 45 CFR § 164.412, Business Associate may delay notifying Covered Entity for the
applicable time period. Business Associate's report will include at least the following, provided that
absence of any information will not be cause for Business Associate to delay the report:
DocuSign Envelope ID: FAA4141C-02DF-41B5-A6D3-14CDB4ABD65B
(A) Identify the nature of the Breach, which will include a brief description of what happened,
including the date of any Breach and the date of the discovery of any Breach;
(B) Identify the types of Protected Health Information that were involved in the Breach (such
as whether full name, Social Security number, date of birth, home address, account number,
diagnosis, or other information were involved);
(C) Identify who made the non -permitted use or disclosure and who received the non- permitted
disclosure;
(D) Identify what corrective or investigational action Business Associate took or will take to
prevent further non -permitted uses or disclosures, to mitigate harmful effects, and to protect
against any further Breaches;
(E) Identify what steps the individuals who were subject to a Breach should take to protect
themselves;
(F) Provide such other information, including a written report and risk assessment under 45
CFR § 164.402, as Covered Entity may reasonably request.
(iii) Security Incidents. Business Associate will report to Covered Entity any Security Incident
of which Business Associate becomes aware. Business Associate will make this report once per
month, except if any such Security Incident resulted in a disclosure not permitted by this Agreement
or Breach of Unsecured Protected Health Information, Business Associate will make the report in
accordance with the provisions set forth above.
(G) Business Associate is responsible for paying all costs associated with a breach on their
part.
b. Mitigation. Business Associate shall mitigate, to the extent practicable, any harmful effect known
to the Business Associate resulting from a use or disclosure in violation of this Agreement.
6. Term and Termination.
a. Term. This Agreement shall be effective as the Effective Date, and shall remain in effect until the
Service Agreement terminates.
b. Right to Terminate for Cause. Notwithstanding "a" above, Covered Entity may terminate this
Agreement if it determines, in its sole discretion, that Business Associate has breached any provision of this
Agreement, and after written notice to Business Associate of the breach, Business Associate has failed to
cure the breach within thirty calendar days after receipt of the notice. Any such termination will be effective
immediately or at such other date specified in Covered Entity's notice of termination.
c. Treatment of Protected Health Information on Termination.
DocuSign Envelope ID: FAA4141C-02DF-41 B5-A6D3-14CDB4ABD65B
(i) Return or Destruction of Covered Entity's Protected Health Information Is Feasible. Upon
termination of this Agreement, Business Associate will, if feasible, return to Covered Entity or destroy
all Protected Health Information in whatever form or medium, including all copies thereof and all data,
compilations, and other works derived therefrom that allow identification of any individual who is a
subject of the Protected Health Information. This provision shall apply to Protected Health Information
that is in the possession of any Subcontractors of Business Associate. Further, Business Associate
shall require any such Subcontractor to certify to Business Associate that it has returned or destroyed
all such information which could be returned or destroyed. Business Associate will complete these
obligations as promptly as possible, but not later than thirty calendar days following the effective date
of the termination of this Agreement.
(ii) Procedure When Return or Destruction Is Not Feasible. Business Associate will identify any
Protected Health Information, including any Protected Health Information that Business Associate has
disclosed to Subcontractors, that cannot feasibly be returned to Covered Entity or destroyed and
explain why return or destruction is infeasible. Business Associate will limit its further use or disclosure
of such information to those purposes that make return or destruction of such information infeasible.
Business Associate will complete these obligations as promptly as possible, but not later than thirty
calendar days following the effective date of the termination or other conclusion of Agreement.
(iii) Continuing Privacy and Security Obligation. Business Associate's obligation to protect the
privacy and safeguard the security of Protected Health Information as specified in this Agreement will
be continuous and survive termination or other conclusion of this Agreement.
7. General Provisions.
a. Definitions. All terms that are used but not otherwise defined in this Agreement shall have the
meaning specified under HIPAA, including its statute, regulations, and other official government guidance.
b. Inspection of Internal Practices, Books, and Records. Business Associate will make its internal
practices, books, and records relating to its use and disclosure of Protected Health Information available to
Covered Entity and to HHS to determine compliance with the HIPAA Rules.
c. Amendment to Agreement. This Agreement may be amended only by a written instrument signed
by the parties. In case of a change in applicable law, the parties agree to negotiate in good faith to adopt such
amendments as are necessary to comply with the change in law.
d. No Third -Party Beneficiaries. Nothing in this Agreement shall be construed as creating any rights
or benefits to any third parties.
DocuSign Envelope ID: FAA4141C-02DF-41B5-A6D3-14CDB4ABD65B
e. Interpretation. Any ambiguity in the Agreement shall be resolved to permit Covered Entity and
Business Associate to comply with the applicable requirements under the HIPAA Rules.
f. Construction and Interpretation. The section headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. This
Agreement has been negotiated by the parties at arm's-length and each of them has had an opportunity to
modify the language of the Agreement. Accordingly, the Agreement shall be treated as having been drafted
equally by the parties, and the language shall be construed as a whole and according to its fair meaning. Any
presumption or principle that the language is to be construed against any party shall not apply. This
Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall constitute one and the same agreement.
g. Notices. All notices and communications required by this Agreement shall be in writing. Such
notices and communications shall be given in one of the following forms: (i) by delivery in person, (ii) by a
nationally -recognized, next -day courier service, (iii) by first-class, registered or certified mail, postage
prepaid; or (iv) by electronic mail to the address that each party specifies in writing.
h. Entire Agreement. This Agreement constitutes the entire agreement between the parties with
respect to its subject matter and constitutes and supersedes all prior agreements, representations and
understandings of the parties, written or oral, with regard to this same subject matter.
(Remainder of page left intentionally blank)
DocuSign Envelope ID: FAA4141C-02DF-41B5-A6D3-14CDB4ABD65B
I IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date.
INDIAN RIVER COUNTY
By:
Title
APPROVED AS TO FORM
AND LEGAL SL"FFICIENCY
BY _
' '�;�N i',eitJCaOLD
E)t=1hITY r�7TORs'�,II~ �,
Attest: Jeffrey R. Smith, Clerk of
Circuit Court and Comptroller
Deputy Clerk
P&A ADMINISTRATIVE SERVICES, INC.
DocuSigned by:
jtAkt a. KA) yO
By: 77426AP96F964BC
Title:_President
. _ _