TMC_AFFILIATION_AGREEMENT REVISED FURTHER REVISED NGD 05052023.DOCX
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EDUCATION AFFILIATION AGREEMENT
This Education Affiliation Agreement (“Agreement”) is entered into between Tucson Medical Center, an
Arizona non-profit corporation on behalf of itself and its affiliates (“Hospital”) and Maricopa County, acting
by and for its Department of Public Health (the “COUNTY”) for the educational program described herein.
I.
RECITALS
A.
The Educational Institution seeks to have a place where its interns (“Interns”) currently enrolled in
a dietetic internship can obtain practical and didactic exposure to patient management under the
supervision of the Educational Institution and Hospital, as provided in this Agreement.
WHEREAS, the dietetic internship program of COUNTY is currently accredited by the
Accreditation Council for Education in Nutrition and Dietetics (ACEND), a specialized accrediting
body recognized by the Council on Postsecondary Accreditation and the United States Department
of Education
B.
The purposes of this Agreement are:
1.
To establish an educational program for graduate Interns, assigned by the COUNTY to
Hospital.
2.
To ensure a close working relationship between the COUNTY and Hospital.
3.
To benefit both the COUNTY and Hospital through provision of quality education that
allows participation by Interns in the delivery of health care services at Hospital.
4.
To provide Interns with opportunities to acquire specific skills and knowledge through
experience in patient care delivered by qualified health care providers at Hospital; and
5.
To enable Interns to become knowledgeable about operational aspects of various types of
health delivery systems.
C.
Specific program requirements, if applicable, are provided in the Exhibits and Attachments to this
Agreement and are incorporated herein by reference.
II.
RESPONSIBILITIES OF HOSPITAL
A.
Hospital will:
1.
Accept the number of Interns to be determined jointly by Hospital and the COUNTY.
2.
Make available its clinical and related facilities and its personnel to provide quality-learning
experiences for Interns during their educational experience at Hospital.
3.
Permit the COUNTY’s responsible faculty to evaluate Hospital’s educational program.
4.
Permit the COUNTY to coordinate all aspects of the educational program with Hospital’s
responsible clinical supervisor(s).
5.
Provide Interns with use of classrooms, dining facilities, and similar facilities while they are
assigned to Hospital.
6.
Provide periodic reports as may be required by the COUNTY.
B.
If necessary, Hospital will provide emergency medical treatment of Interns while they are assigned
to Hospital. The Intern or the Intern’s third-party payer will pay the cost of such treatment.
III.
RESPONSIBILITY OF THE COUNTY
A.
The COUNTY will:
1.
Identify specific Interns who will be assigned full time or part time for educational
experience at Hospital.
2.
Provide Hospital with identification of assigned Interns and the desired rotational schedule
for Interns.
3.
Require Interns and assigned faculty to maintain the cleanliness and safe condition of
Hospital’s premises in compliance with all Hospital and/or legal requirements. The
COUNTY will advise all of its Interns to comply with all workplace policies of Hospital,
which are made known to Interns while on Hospital premises, including without limitation,
safety, and confidentiality policies for the protection of the patients, employees, and visitors
of Hospital. The COUNTY and its Interns will comply fully with Hospital’s Corporate
Compliance Program.
4.
Ensure that assigned faculty is available by telephone/beeper at all times when the Interns
are in Hospital.
5.
Ensure that Interns and assigned faculty are informed of, and comply with, all applicable
Hospital rules and regulations.
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6.
Ensure that responsible faculty maintain current professional licensure if required by the
State where COUNTY is located and provide verification of the license to Hospital upon
request.
7.
Assume administrative responsibility for control and discipline of Interns.
8.
Interns and assigned faculty will meet all reasonable health standards imposed by applicable
laws and regulations or imposed by Hospital. Copies of Hospital standards will be provided
by Hospital to the COUNTY and the Interns. The COUNTY will provide for each of its
Interns the following minimum health-related information:
a)
Evidence of being offered and receiving or refusing Hepatitis B vaccination, and
evidence of immunization against measles, mumps, and rubella (MMR); and
b)
PPD with evidence of annual testing of negative status, or if skin test positive, evidence
of negative TB status either by physician evaluation (letter) or a negative chest x-ray on an
annual basis.
c)
Evidence of recent negative 12-panel drug screen.
d)
Evidence of recent background check to contain, at a minimum, criminal and driving
record verification.
e)
Evidence of receiving the most current influenza vaccination.
f)
Evidence of full vaccination for COVID-19 per the Center for Disease Control (CDC)
recommendations or have an approved exemption per TMC Policy and federal regulations.
6.
SPECIAL PROVISIONS
a.
This program is educational, and is not designed to replace, nor will it result in the replacement
of, employees of Hospital, or impair existing contracts for services. The Interns will be under
the supervision of the responsible faculty and Hospital personnel, will not take the place of
Hospital’s regular personnel providing health care services to Hospital’s patients, and will not
provide full and complete technical and/or professional patient care but will participate in such
care with the staff of Hospital.
b.
Hospital reserves the right to refuse acceptance of any Intern designated for assignment to
Hospital by the COUNTY and need not issue a statement of its reason for such refusal.
c.
The number and assignment of Interns to various units of Hospital will be agreed upon by the
COUNTY and Hospital at the beginning of each rotation period. Hospital specifically reserves
the right to make any and all changes it deems necessary to ensure accomplishment of its
mission; provided, however, that Hospital will not make any changes after the date agreed upon
by Hospital and the COUNTY at the beginning of each rotation period. Hospital will promptly
inform the COUNTY in writing of any changes, but any such changes will be made at the sole
discretion of Hospital.
d.
Any officer of Hospital may request that the COUNTY suspend any Intern from further
participation under this Agreement at any time for infractions of applicable laws or regulations
or Hospital rules or policies. Hospital will provide written notice of the suspension, the reason
for suspension and any charges to the COUNTY.
e.
Hospital reserves the right to bar any Intern from participation under this Agreement for failure
to fulfill the terms of the Agreement. Hospital will provide prompt written notice to the
COUNTY of any action taken with respect to this provision, but such actions may be taken at
the sole discretion of Hospital.
7.
INSURANCE AND LIABILITY
a.
In order to adequately ensure their respective personnel for liability arising out of the activities
to be performed under this Agreement, COUNTY and Hospital each agree to obtain and
maintain in force and effect liability insurance to insure themselves and their respective
personnel for liability arising out of activities to be performed under, or in any manner related
to this Agreement.
i.
COUNTY agrees to provide professional liability and general liability insurance for
COUNTY its faculty, Interns, agents, and employees. Hospital agrees to provide
professional liability and general liability insurance for Hospital, its staff, agents, and
employees. COUNTY and Hospital shall each maintain professional liability insurance
in the minimum amount of One Million Dollars ($1,000,000.00) per occurrence and
Three Million Dollars ($3,000,000.00) aggregate. COUNTY and Hospital shall each
also maintain comprehensive general liability insurance (CGL) in the minimum amount
of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars
($2,000,000.00) aggregate. Upon request, the parties agree to furnish to the other
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appropriate certificates of insurance. Both parties agree that such insurance may not be
revoked, reduced, or changed in a material way without at least thirty (30) days advance
written notice to the other party.
ii.
Interns who are employees of COUNTY are covered by COUNTY’s Workers’
Compensation insurance program. Interns not employed by COUNTY are not covered
by COUNTY’s Workers’ Compensation insurance program. No Student or COUNTY
personnel/faculty are eligible for coverage under Hospital’s Workers’ Compensation or
Unemployment Compensation insurance programs. COUNTY shall provide evidence
of Workers’ Compensation coverage for each of its employed Interns, if any.
iii.
COUNTY will also maintain a $4,000,000 Errors and Omissions liability insurance
policy which insures against a negligent act, error or omission and the oral or written
publication of material that violates a person's right of privacy and/or privacy and
network security policy or equivalent, that provides coverage that includes, but is not
limited to, system attacks, denial or loss of services, spread of malicious software code,
unauthorized access and use of computer systems, liability arising from loss or
unauthorized disclosure of electronic data or personally identifiable information,
forensic/investigative costs, data restoration costs, notification costs and credit
monitoring, HIPAA fines/penalties, and defamation. Limits shall be at least $4,000,000
during the term of this Agreement and for at least two years following the termination or
expiration of this Agreement.
iv.
The scope of the COUNTY'S responsibility to the dietetic interns while providing health
care, medical or professional services is pursuant to A.R.S. §11-981, and governed,
defined, and controlled by the terms of the Revised Restated Declaration of Trust for
Maricopa County, Arizona Self-Insured Risk Trust Fund, approved by the Maricopa
County Board of Supervisors and maintained and administered by the Maricopa County
Risk Management Department.
b.
If a claim or suit is initiated or filed naming or otherwise involving an Intern or a COUNTY
employee, Hospital will provide written notice to the COUNTY. If a claim or suit is filed or
initiated against Hospital, naming or otherwise involving alleged actions or omissions of a
Student, the COUNTY will coordinate its defense with that of Hospital.
c.
Hospital shall indemnify, defend, and save harmless COUNTY and all of its employees, agents,
and representatives from any and all claims, demands, suits, actions, proceedings, loss, cost,
and damages of every kind and description, including any attorney’s fees and/or litigation
expenses, which may be brought or made against or incurred by COUNTY, on account of loss
or damages to any property and for injuries to or death of any person arising out of any act or
omission by Hospital, its employees, agents or representatives, or arising out of the activities
described under this Agreement. Hospital’s obligation under this Section shall not extend to
any liability caused by the sole negligence of COUNTY, its employees, or Interns.
d.
COUNTY shall indemnify, defend, and save harmless Hospital and all of its employees, agents,
and representatives from any and all claims, demands, suits, actions, proceedings, loss, cost,
and damages of every kind and description, including any attorney’s fees and/or litigation
expenses, which may be brought or made against or incurred by Hospital on account of loss or
damages to any property and for injuries to or death of any person arising out of any act or
omission by COUNTY, its employees, agents, Interns or representatives, or arising out of the
activities described under this Agreement. COUNTY’s obligation under this Section shall not
extend to any liability caused by the sole negligence of Hospital or its employees.
8.
TERM AND TERMINATION
This Agreement will become effective upon full execution, and will continue in force until June 30,
2032, or until terminated by either party by delivering written notice of intent to terminate to the
other party prior to the proposed date of termination. Such termination will not affect Interns
assigned to Hospital for the rotation in which notice is given.
9.
WORKPLACE POLICIES AND SAFETY
In the provision of services under this Agreement, it may be necessary for employees of each party
to conduct business from the other party’s facilities. When present on the other party’s facilities, the
employees of each party shall maintain the cleanliness and safe condition of those facilities in
compliance with all known workplace policies and/or legal requirements, including continuing
compliance with immunization policies. In the provision of services hereunder, each party shall
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comply with all known applicable requirements of the Corporate Compliance Program of the other
party.
10. MISCELLANEOUS
a.
Entire Agreement. This Agreement represents the entire understanding between the parties
and supersedes any prior agreements with respect to the subject matter of this Agreement.
b.
Waiver of Breach. The waiver by either party of a breach or violation of any provision of
this Agreement will not operate as or be construed as waiver of any subsequent breach of this
Agreement.
c.
Modifications. No changes, amendments or alterations to this Agreement will be effective
unless in writing and signed by both parties.
d.
Non-Assignability. This Agreement will not be assigned by either party, nor will the duties
imposed upon either party by this agreement be delegated, subcontracted, or transferred by
either party, in whole or in part, without the prior written consent of the other party.
e.
Governing Law. This Agreement will be construed, interpreted, governed, and enforced in
accordance with the statutes, judicial decisions, and other laws of the State of Arizona.
f.
Severability. The invalidity or unenforceability of any term or provision of this Agreement
will in no way affect the validity or enforceability of any other term or provision to the extent
permitted by law.
g.
Confidentiality. The confidentiality of medical records of Hospital’s patients and academic
records of the COUNTY’s Interns will be maintained by the parties in accordance with
applicable federal and state laws and regulations regarding confidentiality of medical records
and Interns’ records.
h.
Marketing Materials. Neither the COUNTY nor Hospital will use the other’s name in any
publicity or advertising materials without prior written consent of the other party; provided,
however, that either party may indicate to individual Interns or potential Interns the
opportunity for educational experiences at Hospital.
i.
Relationship of Parties. The parties and their respective employees are at all times acting as
independent contractors. The employees and Interns of either party will not be considered
employees of the other party for any purpose, including, but not limited to, workers’
compensation, insurance, bonding, or any other benefits afforded to employees of the other
party. Neither party has any express or implied authority to assume or create any obligation
or responsibility on behalf of or in the name of the other party.
j.
Cooperation and Dispute Resolution. The parties agree that, to the extent compatible with
the separate and independent management of each, they will maintain effective liaison and
close cooperation. If a dispute arises related to the obligations or performance of either party
under this Agreement, representatives of the parties will meet in good faith to resolve the
dispute.
k.
Nondiscrimination. The COUNTY and Hospital will not discriminate with respect to
services or programs provided to Interns or patients on the basis of race, color, sex, pregnancy,
childbirth or medical conditions related to pregnancy or childbirth, political or religious
affiliation or ideas, culture, creed, social origin or condition, genetic information, sexual
orientation, gender identity or expression, national origin, ancestry, age, disability, military
service or veteran status, or marital status. To the extent applicable to this Agreement, both
parties hereto agree to comply with all state and Federal laws, rules, regulations, and executive
orders as to equal employment opportunity, non-discrimination and affirmative action
including Arizona Executive Order No. 2009-09, as modified by Executive Order No. 2023-
01.
l.
Compliance with Requirements. The parties agree to comply with all state and federal Equal
Employment Opportunity, Immigration and Affirmative Action requirements including,
without limitation, 42 U.S.C. § 2000(e) et seq., the Civil Rights Act of 1964, the Civil Rights
Act of 1991, Sections 503 and 504 of the Rehabilitation Act of 1973, Section 402 of the
Vietnam Era Readjustment Assistance Act of 1974, and the Immigration Reform Act of 1986,
Americans with Disabilities Act and any amendments and applicable regulations pertaining
thereto.
m.
Third Parties. Nothing in this Agreement, express or implied, is intended to confer any rights,
remedies, claims, or interests upon any Student or any other person not a party to this
Agreement.
n.
Deficit Reduction Act of 2005 (“DRA”). As required by DRA, Hospital and its subsidiaries
are mandated to provide physicians, employees, contractors, and agents of Hospital and
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subsidiaries with information about its policies and procedures in the detection of fraud, waste
and abuse and applicable summaries of the Federal and State Laws.
o. Eligibility for Participation in Government Programs.
i.
Hospital represents that neither it, nor any of its management or any other employees or
independent contractors who will have any involvement in the services or products
supplied under this Agreement, have been excluded from participation in any
government healthcare program, debarred from or under any other federal program
(including but not limited to debarment under the Generic Drug Enforcement Act), or
convicted of any offense defined in 42 U.S.C. Section 1320a-7, and that Hospital, its
employees, and independent contractors are not otherwise ineligible for participation in
federal healthcare programs. Further, Hospital represents to COUNTY that it is not
aware of any such pending action(s) (including criminal actions) against Hospital or its
employees or independent contractors. Hospital shall notify COUNTY immediately
upon becoming aware of any pending or final action in any of these areas.
ii.
COUNTY represents that neither it, nor any of its management or any other employees
or independent contractors who will have any involvement in the services or products
supplied under this Agreement, have been excluded from participation in any
government healthcare program, debarred from or under any other federal program
(including but not limited to debarment under the Generic Drug Enforcement Act), or
convicted of any offense defined in 42 U.S.C. Section 1320a-7, and that COUNTY and
its employees are not otherwise ineligible for participation in federal healthcare
programs. Further, COUNTY represents to Hospital that it is not aware of any such
pending action(s) (including criminal actions) against COUNTY or its employees or
independent contractors. COUNTY shall notify Hospital immediately upon becoming
aware of any pending or final action in any of these areas.
p.
Notices. Any notice required to be given pursuant to the terms and provisions of this
Agreement will be in writing and will be delivered in person or sent by United States first-
class mail, postage prepaid, or commercial delivery service, or by fax addressed as follows or
to such other address as either party may subsequently designate in writing:
If to Hospital:
With Copies to:
Tucson Medical Center
5301 E. Grant Road
Tucson, AZ 85712
Attn: Joy Upshaw
Tucson Medical Center
5301 E. Grant Road
Tucson, AZ 85712
Attn: Legal Dept.
Tucson Medical Center
5301 E. Grant Road
Tucson, AZ 85712
Attn: Contracting Dept.
If to COUNTY:
With Copies to:
Maricopa County Dept of Public Health
Office of Specialized Services
4041 N Central Ave, STE 1400
Phoenix, AZ 85012
q.
Hospital warrants and certifies that it does not currently, and agrees for the duration of the
contract that it will not knowingly, use:
i.
The forced labor of ethnic Uyghurs in the People’s Republic of China.
ii.
Any goods or services produced by the forced labor of ethnic Uyghurs in the People's
Republic of China.
iii.
Any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People's Republic of China.
If the Hospital becomes aware during the term of the Agreement that Hospital is not in
compliance with this paragraph, Hospital shall notify COUNTY within five business days
after becoming aware of the noncompliance. Failure of Hospital to provide a written
certification that Hospital has remedied the noncompliance within one hundred eighty
(180) days after notifying COUNTY of its noncompliance, this Agreement shall terminate
unless the Term of this Agreement shall end prior to said one hundred eighty (180) day
period.
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r. Compliance Requirements for A.R.S. § 41-4401, Government Procurement; E-Verify
Requirement
i.
Hospital warrants compliance with all federal immigration laws and regulations relating to
employees and warrants its compliance with A.R.S. § 23-214, Subsection A (that
subsection reads: “After December 31, 2007, every employer, after hiring an employee,
shall verify the employment eligibility of the employee through the E-Verify program and
shall keep a record of the verification for the duration of the employee’s employment or at
least three years, whichever is longer”).
ii.
A breach of warranty regarding compliance with immigration laws and regulations shall
be deemed a material breach of this Agreement and Hospital may be subject to penalties
up to and including termination of the Agreement.
iii.
Failure to comply with a State audit process to randomly verify the employment records of
contractors and subcontractors shall be deemed a material breach of this Agreement and
Hospital may be subject to penalties up to and including termination of the Agreement.
iv.
The State of Arizona retains the legal right to inspect the papers of any employee who
works on this Agreement to ensure that the contractor or subcontractor is complying with
the warranty under Paragraph 12.A.
v.
vi.
For questions about E-Verify Hospital should visit the following web site:
http://www.uscis.gov/portal/site/uscis.
s. Binding Effect. This agreement is binding upon, and inures to the benefit of, the parties to this
Agreement and their respective successors and assigns.
t. This Agreement shall be construed and enforced in accordance with the laws of the state of Arizona
and is subject to the provisions of A.RS. § 38-511. Exclusive venue and jurisdiction for any actions
or proceedings related to or stemming from this Agreement will be in the state or federal courts sitting
in Phoenix, Arizona.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date and year set forth
above.
Maricopa County
acting by and for its Department of Public
Health
By: _______________________________
Chairman, Maricopa County Board of
Supervisors
Date: _______________________________
ATTEST:
By: _______________________________
Clerk of the Board
Date: ______________________________
By: _______________________________
Director, MCDPH
Date: ______________________________
Tucson Medical Center
an Arizona non-profit corporation
By: _______________________________
Joy Upshaw
Title: VP Chief Nursing Officer
Date: _______________________________
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APPROVED AS TO FORM:
__________________________________
Deputy County Attorney
Date: _____________________________
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