2017-640-E HR - Flexible Benefits Administrators, Inc. (FBA) to authorize FBA to work directly with Delta Dental

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DocuSign Envelope ID:B156146B-0400-4433-84BD-A56E1DCE5DA7 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is made effective the 13th day of July, 2017, by and between Orange County Government ("Covered Entity"), and Flexible Benefits Administrators, Inc., ("Business Associate"). Covered Entity and Business Associate may be referred herein individually as a "Party" or collectively as the "Parties". This Agreement supersedes any previously executed Business Associate Agreement between the Parties. WITNESSETH: WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Public Law 104-191, as modified by the Health Information Technology for Economic and Clinical Health Act ("HITECH"), Public Law 111-5, known as "the Administrative Simplification provisions," direct the Department of Health and Human Services to develop standards to protect the security, confidentiality and integrity of health information; and WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and Human Services ("Secretary") has issued regulations modifying the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and 164, as the same may be amended from time to time (the"HIPAA Security and Privacy Rule"); and WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangements, Business Associate may be considered a"Business Associate"of Covered Entity as defined in the HIPAA Security and Privacy Rule (the agreement evidencing such arrangement is detailed below and hereinafter referred to as the"Service Agreement(s)"); and WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in fulfilling its responsibilities under such arrangement; THEREFORE, in consideration of the Parties' continuing obligations under the Service Agreement, compliance with the HIPAA Security and Privacy Rule, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this Agreement in order to address the requirements of the HIPAA Security and Privacy Rule and to protect the interests of both Parties. I. DEFINITIONS (a) Service Agreement. Agreement(s) for services affected by this HIPAA Business Associate Agreement, which this Business Associate Agreement shall be attached to, and is (are) hereby incorporated by reference, and which shall be taken and considered as a part of this document the same as if fully set out herein: Vendor Authorization Agreement (b) Catch-all Provision. Except as otherwise defined herein, any and all capitalized terms in this Agreement shall have the definitions set forth in the HIPAA Security and Privacy Rule, 45 CFR Parts 160 and 164, subparts A and E. In the event of an inconsistency between the provisions of this Agreement and mandatory provisions of the HIPAA Security and Privacy Rule, as amended, the HIPAA Security and Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the HIPAA Security and Privacy Rule, but are nonetheless permitted by the HIPAA Security and Privacy Rule,the provisions of this Agreement shall control. 1 October 2013