Okaloosa County BOCC — November 18, 2014 — PENN CREDIT CONTRACT — reading text

listed below. If to Covered Entity: Okaloosa County Attn: Dino Villani, Public Safety Director Public Safety Department 90 College Blvd., East Niceville, FL 32578 Tel: 850-651-7150 Fax: 850-651-7170 Email: dvillani@co.okaloosa.fl.us With a copy to: Joanne Kublik Contracts & Leases Okaloosa County Purchasing Department 602-C N. Pearl Street Crestview, FL 32536 Tel: 850-689-5960 Fax: 850-689-5032 Email: jkublik@co.okaloosa.fl.us If to Business Associate: Penn Credit Corporation 916 South 14" Street Harrisburg, PA 17104 e Survival. The respective rights and obligations of Business Associate of this Agreement shall survive the termination of this Agreement. Page | 14 © Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered Entity and Business Associate to comply with the rules and requirements of applicable law protecting the privacy, security and confidentiality of PHI including but not limited to HIPAA, HIPAA Regulations and HITECH. e Assignment. This BAA applies to the Services being provided by Business Associate and may not be assigned without the written consent of Covered Entity. An agreement with a subcontractor that complies with the requirements of the BAA shall not be construed as an assignment for purposes of the BAA. ¢ State Law. Nothing in this Agreement shall require Business Associate to use or disclose PHI without proper authorization under State law for such use or disclosure. « Indemnity. Business Associate agrees to indemnify, hold harmless and defend Covered Entity, its employees, officers, directors, independent contractors, agents and representatives from and against any and all claims, losses, liabilities, costs and other expenses incurred, including without limitation attorney’s fees, expert witness fees, costs of investigation, litigation or dispute resolution as a result of, or arising directly or indirectly out of or in connection with: (i) violation of any term or duty imposed by this Agreement; and (ii) any claims, demands, awards, judgments, actions and proceedings made by any person, organization or government agency arising out of or in any way connected with violation of any term or duty imposed by this Agreement. © Waiver of Breach. The Parties agree that the waiver by either Party of a breach by the other Party of | any of the provisions contained herein shall not operate as or be construed to be a waiver of any other breach of the BAA by either Party. Page | 15