MARICOPA PUBLIC HEALTH - AFFILIATION AGREEMENT - ABRAZO - FINAL.PDF
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1 DIETETIC INTERNSHIP AFFILIATION AGREEMENT THIS DIETETIC INTERNSHIP AFFILIATION AGREEMENT (“Agreement”) is made and entered into between Maricopa County, by and for its Department of Public Health (“MCDPH”), whose principal office is located at 4041 N. Central Ave., Ste. 1400, Phoenix, AZ 85012 and Vanguard Health Management, Inc. d/b/a Abrazo Community Health Network (“Hospital” or “Abrazo”) on behalf of Abrazo’s below named affiliated healthcare providers, whose principal office is located at 10020 N. 25th Ave., Phoenix, AZ 85021: • Abrazo West Campus • Abrazo Buckeye Emergency Center • Abrazo Arrowhead Campus • Abrazo Arizona Heart Hospital • Abrazo Surprise Hospital • Abrazo Peoria Emergency Center • Abrazo Central Campus • Abrazo Scottsdale Campus • Abrazo Cave Creek Hospital • Abrazo Medical Group R E C I T A L S: A WHEREAS, MCDPH offers to enrollees an approved Dietetic Internship. B WHEREAS, Hospital operates comprehensive inpatient facilities licensed in the State of Arizona (“State”). C WHEREAS, MCDPH desires to establish a program of cooperative interaction between MCDPH and the Hospital to provide dietetic interns with a dietetic internship practicum approved by the Accreditation Council for Education in Nutrition and Dietetics (ACEND), in an off-campus setting, in the areas of clinical, community, food management, and administrative dietetics. The dietetic internship program of MCDPH 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. D WHEREAS, Hospital has agreed to undertake training activities and to make its facility available to identified interns of MCDPH for such purposes. E NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows: 1. RESPONSIBILITIES OF MCDPH. a. Clinical Program. MCDPH shall be responsible for the implementation and operation of the clinical component of its program at Hospital (“Program”), which Program 2 shall be approved in advance by Hospital. Such responsibilities shall include, but not be limited to, the following (i) orientation of interns to the clinical experience at Hospital; (ii) provision of classroom theory and practical instruction to interns prior to their clinical assignments at Hospital; (iii) preparation of intern/patient assignments and rotation plans for each intern and coordination of same with Hospital; (iv) continuing oral and written communication with Hospital regarding intern performance and evaluation, absences and assignments of interns, and other pertinent information; (v) supervision of interns and their performance at Hospital; (vi) participation, with the interns, in Hospital’s Quality Assurance and related programs; and (vii) performance of such other duties as may from time to time be agreed to between MCDPH and Hospital. All interns, faculty, employees, agents and representatives of MCDPH participating in the Program while on Hospital premises (“Program Participants”) shall be accountable to Hospital’s Administrator. MCDPH shall be responsible for causing all Program Participants to comply with the terms of this Agreement. b. Intern Statements. MCDPH shall require each Program Participant to sign a Statement of Responsibility in the form attached hereto as Exhibit A, and a Confidentiality Statement in the form attached hereto as Exhibit B. c. Health of Program Participants. MCDPH shall provide to Hospital satisfactory evidence that each Program Participant is free from contagious disease and does not otherwise present a health hazard to Hospital patients, employees, volunteers or guests prior to his or her participation in the Program. Such evidence shall include without limitation the completion of a two step tuberculin skin test (within the last six months) or evidence that each Program Participant is free of symptoms of pulmonary disease if the skin test is positive, a chest x-ray following a positive TB test result, negative drug screening, physical examination, proof of rubella, and rubeola immunity by positive antibody titers or 2 doses of MMR, and evidence of completion of the series of three hepatitis B vaccinations (if required by applicable law or Hospital policy). See Exhibit C for more detail. MCDPH and/or the Program Participant shall be responsible for arranging for the Program Participant’s medical care and/or treatment, if necessary, including transportation in case of illness or injury while participating in the Program at Hospital. In no event shall Hospital be financially or otherwise responsible for said medical care and treatment. d. Dress Code; Meals. MCDPH shall require the interns assigned to Hospital to dress in accordance with dress and personal appearance standards approved by MCDPH. Such standards shall be in accordance with Hospital’s standards regarding same. Program Participants shall pay for their own meals at Hospital. e. Performance of Services. All faculty provided by MCDPH shall be duly licensed, certified or otherwise qualified to participate in the Program at Hospital. MCDPH shall have a specially designated staff for the performance of the services specified herein. MCDPH and all Program Participants shall perform its and their duties and services hereunder in accordance with all relevant local, state, and federal laws and shall comply with the standards and guidelines of all applicable accrediting bodies and the bylaws, rules and regulations of Hospital and any rules and regulations of MCDPH as may be in effect from time to time. Neither MCDPH nor any 3 Program Participant shall interfere with or adversely affect the operation of Hospital or the performance of services therein. f. OSHA Compliance. MCDPH shall be responsible for compliance by Program Participants with the final regulations issued by the Occupational Safety and Health Administration governing employee exposure to bloodborne pathogens in the workplace under Section VI(b) of the Occupational Safety and Health Act of 1970, which regulations became effective March 6, 1992, and as may be amended or superseded from time to time (the “Regulations”), including, but not limited to accepting the same level of responsibility as “the employer” would have to provide all employees with (1) information and training about the hazards associated with blood and other potentially infectious materials, (2) information and training about the protective measures to be taken to minimize the risk of occupational exposure to bloodborne pathogens, (3) training in the appropriate actions to take in an emergency involving exposure to blood and other potentially infectious materials, and (4) information as to the reasons the employee should participate in hepatitis B vaccination and post-exposure evaluation and follow-up. MCDPH’s responsibility with respect to the Regulations also shall include the provision of the hepatitis B vaccination or documentation of declination in accordance with the Regulations. g. Training. Prior to a intern’s first assignment at Hospital, the assignment of a MCDPH employee, agent or representative to work at Hospital or the first date of service of a faculty member at Hospital, MCDPH shall require that the individual view a videotape regarding Hospital’s patient information privacy policies and practices provided to MCDPH by Hospital pursuant to the license grant in Section 13 hereof (the “Video” ) in its entirety and achieve a passing score (as defined by Hospital from time to time) on the questions at the end of the Video. MCDPH shall maintain training records for a minimum of six years, including, without limitation, the names of those interns, MCDPH employees, agents, representatives and faculty members that viewed the Video, date and time that each viewed the Video and the score that each received on the questions at the end of the Video (“Training Records”). Further, MCDPH shall make the Training Records available to Hospital promptly, and without charge, upon Hospital’s request. h. Background Verifications. MCDPH acknowledges each Program Participant shall be required to submit to a complete background check as a condition of participation in the Program. MCDPH shall provide Hospital with a description of its background investigation processes, shall attest to Hospital MCDPH has completed a background check for each Program Participant in the form attached hereto as Exhibit C, and disclosed to Hospital any positive findings for a Program Participant to the extent permitted by law and shall provide Hospital or its designee access to the background screening results upon reasonable notice. A background check will be considered “completed” if it includes, at a minimum, all of the following elements: (1) 7 year criminal background check in current and previous counties of residence and employment, (2) confirmation that the Program Participant is not listed as sexual offender and, if requested by Hospital, in any child abuse registry (3) evidence that the Program Participant is eligible to participate in all federal and state health programs and verification that the Program Participant is not on the OIG or SAM exclusion list, and (4) any other element required by Hospital to meet state law requirements. Hospital shall have the right to require the withdrawal of any 4 Program Participant in the event that Program Participant fails to meet the standards established by Hospital for acceptable background. i. Drug Screens. Drug testing of interns will only be performed in the event of reasonable suspicion and/or post incident. The screen will be conducted at the facility in which the intern is attending. j. Indemnification. Each Party (as “indemnitor”) agrees to indemnify, defend, and hold harmless the other party (as “indemnitee”) from and against any and all claims, losses, damages and expenses (including reasonable attorney’s fees), hereinafter collectively referred to as “claims,” arising out of the negligent acts, misconduct or omissions of the indemnitor, its agents, or employees. 2. RESPONSIBILITIES OF HOSPITAL. a. Hospital shall accept the interns assigned to the Program by MCDPH and cooperate in the orientation of all Program Participants to Hospital. Hospital shall provide the opportunities for such interns, who shall be supervised by MCDPH and Hospital, to observe and assist in various aspects of patient care. Hospital shall coordinate MCDPH’s rotation and assignment schedule with its own schedule and those of other educational institutions. Hospital shall at all times retain ultimate control of the Hospital and responsibility for patient care. b. Upon the request of MCDPH, Hospital shall assist MCDPH in the evaluation of each Program Participant’s performance in the Program. However, MCDPH shall at all times remain solely responsible for the evaluation and grading of Program Participants. 3. MUTUAL RESPONSIBILITIES. The parties shall cooperate to fulfill the following mutual responsibilities: a. Interns shall be treated as trainees who have no expectation of receiving compensation or future employment from Hospital or MCDPH. b. Any courtesy appointments to faculty or staff by either the MCDPH or Hospital shall be without entitlement of the individual to compensation or benefits for the appointed party. 4. WITHDRAWAL OF PROGRAM PARTICIPANTS. a. Hospital may immediately remove from the premises any Program Participant who poses an immediate threat or danger to personnel or to the quality of medical services or for unprofessional behavior. b. Hospital may request MCDPH to withdraw or dismiss a Program Participant from the Program at Hospital when his or her clinical performance is unsatisfactory to Hospital or his or her behavior, in Hospital’s discretion, is disruptive or detrimental to Hospital and/or its patients. In such event, said Program Participant’s participation in the Program shall 5 immediately cease. Subject to the provisions of Subsection 4.a. above, it is understood that only MCDPH can dismiss the Program Participant from the Program at Hospital. 5. INDEPENDENT CONTRACTOR. The parties hereby acknowledge that they are independent contractors, and neither the MCDPH nor any of its agents, representatives, interns or employees or Program Participants shall be considered agents, representatives, or employees of Hospital. In no event shall this Agreement be construed as establishing a partnership or joint venture or similar relationship between the parties hereto. MCDPH shall be liable for its own debts, obligations, acts and omissions, including the payment of all required withholding, social security and other taxes or benefits. No Program Participant shall look to Hospital for any salaries, insurance or other benefits. The provisions set forth herein shall survive expiration or other termination of this Agreement regardless of the cause of such termination. 6. NON-DISCRIMINATION. There shall be no discrimination on the basis of race, national origin, religion, creed, sex, age, sexual orientation, veteran status, disability or other legally protected classification in either the selection of interns, or as to any aspect of the clinical training; provided, however, that with respect to disability, the disability must not be such as would, even with reasonable accommodation, in and of itself preclude the intern’s effective participation in the Program. 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. 7. CONFIDENTIALITY. a. Hospital Information. MCDPH recognizes and acknowledges that, by virtue of entering into this Agreement and fulfilling the terms of this Agreement, MCDPH and Program Participants may have access to certain information of Hospital that is confidential and constitutes valuable, special and unique property of Hospital (“Confidential Information”). MCDPH agrees that neither MCDPH nor any Program Participant will at any time, (either during or subsequent to the term of this Agreement), disclose to others, use, copy or permit to be copied, without Hospital’s express prior written consent, except in connection with the performance of MCDPH’s and Program Participant’s duties hereunder, any confidential or proprietary information of Hospital, including, without limitation, information which concerns Hospital’s patients, costs, or treatment methods developed by Hospital, and which is not otherwise available to the public. As between Hospital, its affiliates, and MCDPH, any Confidential Information of Hospital or its affiliates or Data provided to or learned by MCDPH for any purpose, in connection with any software pursuant to this Agreement, shall be deemed to be the exclusive property of Hospital. In no event shall MCDPH claim any rights with respect to such Confidential Information or Data or take any action with respect to such Confidential Information or Data that is inconsistent with the duties of a bailee for hire or in addition to the services MCDPH is authorized to provide under this Agreement, without prior written consent of Hospital or its affiliates. Additionally, MCDPH shall not use, authorize to use or disclose the Data received from Hospital for the purpose of developing information or statistical compilations for use by third parties or other division or subsidiary of MCDPH or for any commercial exploitation, unless otherwise agreed upon in writing by Hospital or its affiliates. Moreover, MCDPH hereby waives any and all statutory and common law liens it 6 may now or hereafter have with respect to data derived from Hospital’s or any of its affiliate’s Confidential Information or Data. For purposes hereof, “Data” means all tangible data elements belonging to Hospital or its affiliates under the terms of this Agreement. Data specifically includes, but is not limited to, patient identification information, patient medical records, financial information, business forecasts, personnel information, customer lists, marketing information, Medicare, Medicaid and other payor information, reimbursement information, and other information relating to the business of Hospital or any affiliate thereof or their respective patients, clients or customers. b. Terms of Agreement. Except for disclosure to MCDPH’s legal counsel, accountant or financial advisors (none of whom shall be associated or affiliated in any way with Hospital or any of its affiliates), neither MCDPH nor any Program Participant shall disclose the terms of this Agreement to any person, unless disclosure thereof is required by law or otherwise authorized by this Agreement or consented to by Hospital in writing. Unauthorized disclosure of the terms of this Agreement shall be a material breach of this Agreement and shall provide Hospital with the option of pursuing remedies for breach, or, notwithstanding any other provision of this Agreement, immediately terminating this Agreement upon written notice to MCDPH. c. Patient Information. Neither MCDPH nor any Program Participant shall disclose to any third party, except where permitted or required by law or where such disclosure is expressly approved by Hospital in writing, any medical record or other patient information regarding Hospital patients, and MCDPH and Program Participant shall comply with all federal and state laws and regulations, and all bylaws, rules, regulations, and policies of Hospital and Hospital’s medical staff, regarding the confidentiality of such information. MCDPH acknowledges that in receiving or otherwise dealing with any records or information from Hospital about Hospital’s patients receiving treatment for alcohol or drug abuse, MCDPH and Program Participant are bound by the provisions of the federal regulations governing Confidentiality of Alcohol and Drug Abuse Patient Records, 42 C.F.R. Part 2, as amended from time to time. 7 d. Privacy of Health Information. MCDPH acknowledges that Hospital must comply with the applicable provisions of the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, codified at 42 U.S.C. § 1320 through d-8 (“HIPAA”), and the requirements of any regulations promulgated thereunder, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, and the federal security standards as contained in 45 C.F.R. Parts 160, 162 and 164 (collectively, the “Regulations”). Accordingly, Hospital may only disclose Protected Health Information, as defined in 45 C.F.R. 164.501, or Individually Identifiable Health Information, as defined in 42 U.S.C. § 1320d(6) (collectively, “Protected Health Information”) to an intern for purposes of providing treatment to Hospital patients or training the intern to be a health care provider. An intern may only request or use Protected Health Information about a Hospital patient for treatment and Hospital training program purposes. An intern may only disclose Protected Health Information about a Hospital patient for treatment purposes to other health care providers involved in the patient’s treatment or to Hospital’s workforce members involved in the intern’s training program for hospital’s training program purposes. An intern shall not disclose Protected Health Information to MCDPH or its faculty, employees, agents or representatives unless direct patient identifiers are removed to create a limited data set in accordance with the limited data set standard at 45 C.F.R § 164.514(e) and the disclosure is pursuant to a limited data set use agreement between Hospital and MCDPH that satisfies Hospital’s obligations under the limited data set standard. An intern may disclose a patient’s health information that has been de-identified in accordance with the de-identification standard at 45 C.F.R. § 164.514(a) - (c) to MCDPH or its faculty, employees, agents or representatives for MCDPH’s use in evaluating the intern. MCDPH, interns and other Program Participants shall not request, use or further disclose any Protected Health Information other than for the treatment and training purposes specified in this Agreement. MCDPH and Program Participants will implement appropriate safeguards to prevent the request for, use or disclosure of Protected Health Information other than as permitted by this Agreement. MCDPH will promptly report to Hospital any uses or disclosures, of which MCDPH or Program Participants become aware, of Protected Health Information in violation of this Agreement. In the event that MCDPH contracts with any agents or independent contractors to whom MCDPH provides Protected Health Information, MCDPH shall include provisions in such agreements pursuant to which MCDPH and such agents or independent contractors agree to the same restrictions and conditions that apply to MCDPH with respect to Protected Health Information. MCDPH will make its internal practices, books and records relating to the use and disclosure of Protected Health Information available to the Secretary of the United States Department of Health and Human Services to the extent required for determining compliance with HIPAA and the Regulations. In the event a Hospital patient (or the patient’s personal representative) requests access to Protected Health Information in a Designated Record Set (as defined in 45 C.F.R. § 164.501) of Hospital from MCDPH or a Program Participant, MCDPH or the Program Participant shall immediately forward such request and any such Protected Health Information in its, his or her possession to Hospital. If a Hospital patient (or the patient’s personal representative) requests an amendment of Protected Health Information in a Designated Record Set of Hospital from MCDPH 8 or a Program Participant, then MCDPH shall or the Program Participant shall immediately forward such request and any such Protected Health Information in its, his or her possession to Hospital. Further, MCDPH or Program Participant shall incorporate any amendment approved by Hospital into any amended Protected Health Information in MCDPH’s or Program Participant’s possession. If MCDPH or a Program Participant receives a request for an accounting of disclosures of Protected Health Information from a Hospital patient (or the patient’s personal representative), then MCDPH or the Program Participant shall within five days forward the request to Hospital. MCDPH shall assist Hospital to determine whether any such request for an accounting is a request for an accounting of Hospital’s disclosures or of MCDPH’s disclosures. If Hospital determines that the request is a request for an accounting of MCDPH’s disclosures and MCDPH is a Covered Entity (as defined in 45 C.F.R. § 160.103), then MCDPH shall provide the patient with the accounting required by 45 C.F.R. § 164.528. If Hospital determines that the request is a request for an accounting of Hospital’s disclosures, then MCDPH and Program Participants shall within 10 days forward any information in MCDPH’s or Program Participants’ possession that is required for Hospital to make the accounting required by 45 C.F.R. § 164.528. No attorney-client, accountant-client or other legal or equitable privilege shall be deemed to have been waived by MCDPH or Hospital by virtue of this Subsection. e. Audit. MCDPH shall, within five business days of a written request from Hospital, make available during normal business hours at MCDPH or Hospital all records, books, agreements, systems, policies and procedures relating to the use or disclosure of PHI for the purpose of allowing Hospital to audit and determine MCDPH’s compliance with this Section 7. If Hospital discovers any violation of this Section 7, MCDPH shall promptly remedy such violation following receipt of written notice describing the violation from Hospital and shall certify in writing that it cured the violation. f. Survival. The provisions set forth in this Section 7 shall survive expiration or other termination of this Agreement, regardless of the cause of such termination. 8. INSURANCE. a. MCDPH and Hospital shall secure and maintain at all times during the Term, at their respective sole expense, commercial general liability insurance, (such coverage to include, without limitation, claims based on a violation of Subsection 7.d. or any applicable State law or regulation concerning the privacy of patient information, if such insurance is reasonably available) covering themselves and their respective employees. MCDPH shall either provide coverage on behalf of Program Participants (interns) or require Program Participants (interns) to secure such coverage. Such coverage provided by MCDPH and Hospital may be afforded via commercial insurance, self-insurance, a captive, or some combination thereof at limits of at least $1,000,000 per occurrence. Such insurance shall not be cancelable except upon 30 days’ prior written notice to the other party. Such coverage shall be primary and non-contributory. Upon either party’s request, the other party shall provide a certificate of insurance evidencing such coverage. 9 b. MCDPH and Hospital shall each secure and maintain at all times during the Term, at their respective sole expense, workers’ compensation and employers’ liability insurance covering their respective employees. Such coverage provided by MCDPH and Hospital may be afforded via commercial insurance or self-insurance at the following limits: Workers’ Compensation: Statutory limits Employers’ Liability: $1,000,000 each accident; $1,000,000 disease policy limit; $1,000,000 disease each employee Both MCDPH and Hospital agree to endorse such policy to (1) waive subrogation in favor of each other, and (2) have a 30-day notice of cancellation. Such coverage shall be primary and non-contributory. Upon either party’s request, the other party shall provide a certificate of insurance evidencing such coverage. c. MCDPH shall either provide coverage on behalf of Program Participants (interns) or require Program Participants (interns) to secure health insurance coverage. d. MCDPH and Hospital each shall secure and maintain at all times during the Term, at their respective sole expense, professional liability insurance (medical malpractice), (such coverage to include, without limitation, claims based on a violation of Subsection 7.d. or any applicable State law or regulation concerning the privacy of patient information, if such insurance is reasonably available) covering themselves and their respective employees. MCDPH shall either provide coverage on behalf of Program Participants (interns) or require Program Participants (interns) to secure such coverage. Such coverage provided by MCDPH and Hospital may be afforded via commercial insurance, self-insurance, a captive, or some combination thereof at limits of at least $1,000,000 per claim/occurrence and $3,000,000 aggregate. Upon either party’s request, the other party shall provide a certificate of insurance evidencing such coverage. Such insurance shall not be cancelable except upon 30 days’ prior written notice to the other party. Such coverage shall be primary and non-contributory. This coverage shall be either (1) on an occurrence basis or (2) on a claims-made basis. If the coverage is on a claims- made basis, both MCDPH and Hospital hereby agree that prior to the effective date of termination of their respective current insurance coverage, both parties shall purchase, at their respective expense, either a replacement policy annually thereafter having a retroactive date no later than the Effective Date or tail coverage in the above stated amounts for all claims arising out of incidents occurring prior to termination of the respective parties current coverage or prior to termination of this Agreement. Upon either party’s request, the other party shall provide a certificate of insurance evidencing such coverage. 9. TERM. The term of this Agreement (“Term”) shall be from April 1, 2023 through June 30, 2028, unless either party provides the other with written notice of termination as provided herein. The Agreement may be renewed for additional terms by the mutual consent of both Parties. 10. TERMINATION. 1 0 a. Termination. Either party may terminate this Agreement at any time without cause upon at least thirty (30) days’ prior written notice, provided that all interns currently enrolled in the Program at Hospital at the time of notice of termination shall be given the opportunity to complete their clinical Program at Hospital, such completion not to exceed three (3) months. b. Effect of Expiration or Other Termination. Upon expiration or other termination of this Agreement, MCDPH shall cause Program Participants to either return or destroy all Protected Health Information received from Hospital or created or received by MCDPH or Program Participants on behalf of Hospital, and which MCDPH or Program Participants still maintain in any form. Notwithstanding the foregoing, to the extent that Hospital agrees that it is not feasible to return or destroy such Protected Health Information, the terms and provisions of Section 7 of this Agreement shall survive termination of this Agreement and such Protected Health Information shall be used or disclosed solely for such purpose or purposes which prevented the return or destruction of such Protected Health Information. 11. ENTIRE AGREEMENT. This Agreement and its accompanying Exhibits contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, oral or written, and all other communications between the parties relating to such subject matter. This Agreement may not be amended or modified except by mutual written agreement. All continuing covenants, duties and obligations herein shall survive the expiration or earlier termination of this Agreement. 12. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable for any reason, this Agreement shall remain in full force and effect in accordance with its terms disregarding such unenforceable or invalid provision. 13. LICENSE. As between MCDPH and Hospital, Hospital is the sole and exclusive owner of the Video. Hospital hereby grants to MCDPH a limited, non-transferable, non-exclusive license to use and display the Video solely to perform the obligations set forth in Subsection 1.g. MCDPH has no right otherwise to use the Video except as set forth in this Section. 14. DISCLOSURE OF TERMS OF AGREEMENT. Unless required by law, MCDPH shall not refer to the existence of this Agreement or disclose its terms to any third party, including, without limitation, in any press release, advertising, marketing, publicity or other materials, without the prior written consent of Hospital. Neither party shall use the name, trade name, trademarks, service marks or logos of the other party or any of its affiliates in any press release, advertising, marketing, publicity or other materials, without the prior written consent of the other party. MCDPH shall not represent, directly or indirectly, that any product or service of MCDPH has been approved or endorsed by Hospital or any of its affiliates, without the prior written consent of Hospital. 15. ARBITRATION. Any dispute or controversy arising under, out of or in connection with, or in relation to this Agreement, or any amendment hereof, or the breach hereof shall be determined and settled by final and binding arbitration in the county in which the Hospital is located in accordance with the Commercial Rules of Arbitration (“Rules”) of the Judicial 1 1 Arbitration and Mediation Services (“JAMS”) before one arbitrator applying the laws of the State. The parties shall attempt to mutually select the arbitrator. In the event they are unable to mutually agree, the arbitrator shall be selected by the procedures prescribed by the JAMS Rules. Any award rendered by the arbitrator shall be final and binding upon each of the parties, and judgment thereof may be entered in any court having jurisdiction thereof. The costs shall be borne equally by both parties. This provision shall survive expiration or other termination of this Agreement, regardless of the cause of such termination. 16. ENTIRE AGREEMENT; MODIFICATION; GOVERNING LAW; COUNTERPARTS; NOTICES; WAIVER; ASSIGNMENT. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, and all other communications between the parties relating to such subject matter. This Agreement may not be amended or modified except by mutual written agreement. This Agreement shall be construed in accordance with the laws of the State of Arizona, which provision shall survive the expiration or other termination of this Agreement. This Agreement is subject to the provisions of A.R.S. § 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. All notices hereunder shall be in writing, delivered personally, by certified or registered mail, return receipt requested, or by overnight courier, and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, postage prepaid, or deposited with the overnight courier addressed at the place identified on the signature page below. A waiver by either party of a breach or failure to perform hereunder shall not constitute a waiver of any subsequent breach or failure. MCDPH shall not assign or transfer, in whole or in part, this Agreement or any of MCDPH’s rights, duties or obligations under this Agreement without the prior written consent of Hospital, and any assignment or transfer by MCDPH without such consent shall be null and void. This Agreement is assignable by Hospital without consent or notice. 17. COMPLIANCE OBLIGATIONS. MCDPH represents it read, understands, and shall abide by Tenet's Standards of Conduct. The parties to this Agreement shall comply with Tenet’s Compliance Program and Tenet’s policies and procedures related to the Deficit Reduction Act of 2005, Anti-Kickback Statute and the Stark Law. Tenet’s Standards of Conduct, summary of Compliance Program, and policies and procedures, including a summary of the Federal False Claims Act and applicable state false claims laws (collectively “False Claims Laws”) with descriptions of penalties and whistleblower protections pertaining to such laws, are available at: http://www.tenethealth.com/about/ethics-compliance. The MCDPH shall require anyone providing services to Hospital to read the Standards of Conduct and information concerning Tenet’s Compliance Program and abide by same. Further, the parties to this Agreement certify that they shall not violate the Anti-Kickback Statute and Stark Law, and shall abide by the Deficit Reduction Act of 2005, as applicable, in providing services to Hospital. Hardcopies of any information shall be made available upon request. 18. EXCLUSION LISTS SCREENING. MCDPH shall screen all of its current and prospective owners, legal entities, officers, directors, employees, contractors, and agents (“Screened Persons”) against (a) the United States Department of Health and Human Services/Office of Inspector General List of Excluded Individuals/Entities (available through the Internet at http://www.oig.hhs.gov), (b) the General Services Administration’s System for Award 1 2 Management (available through the Internet at http://www.sam.gov); and (c) any applicable state healthcare exclusion list (collectively, the “Exclusion Lists”) to ensure that none of the Screened Persons are currently excluded, debarred, suspended, or otherwise ineligible to participate in Federal healthcare programs or in Federal procurement or nonprocurement programs, or have been convicted of a criminal offense that falls within the ambit of 42 U.S.C. § 1320a-7(a), but have not yet been excluded, debarred, suspended, or otherwise declared ineligible (each, an “Ineligible Person”). If, at any time during the term of this Agreement any Screened Person becomes an Ineligible Person or proposed to be an Ineligible Person, MCDPH shall immediately notify Hospital of the same. Screened Persons shall not include any employee, contractor or agent who is not providing services under this Agreement. 19. SIGNATURE AUTHORIZATION. Any individual executing this Agreement on behalf of Hospital represents and warrants to MCDPH that they are duly authorized to execute this Agreement on behalf of Hospital, and that upon their signature this Agreement shall be binding upon Hospital. 20. COMPLIANCE REQUIREMENTS FOR A.R.S. § 41-4401, GOVERNMENT PROCUREMENT; E-VERIFY REQUIREMENT. a. 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”). b. 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. c. 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. d. 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 20.a. e. For questions about E-Verify Hospital should visit the following web site: http://www.uscis.gov/portal/site/uscis. 21. FORCED LABOR OF ETHNIC UYGHURS. Hospital warrants and certifies that it does not currently, and agrees for the duration of the contract that it will not, use: a. The forced labor of ethnic Uyghurs in the People’s Republic of China. b. Any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. 1 3 c. 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 Hospital becomes aware during the term of the Agreement that Hospital is not in compliance with this paragraph, Hospital shall notify MCDPH 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 MCDPH of its noncompliance, this Agreement shall terminate unless the Term of this Agreement shall end prior to said one hundred eighty (180) day period. Signatures on following page 1 4 VANGUARD HEALTH MANAGEMENT, INC. D/B/A ABRAZO COMMUNITY HEALTH NETWORK: By: ________________________ Name: Brian Elisco Title: Chief Executive Officer Date: _______________________ Address: 10020 N. 25th Avenue Phoenix, Arizona 85021 MARICOPA COUNTY, BY AND FOR ITS DEPARTMENT OF PUBLIC HEALTH By: Chairman, Maricopa County Board of Supervisors Attest: Clerk of the Board Date Director, MCDPH Date Approved as to Form Date Deputy County Attorney A-1 EXHIBIT A STATEMENT OF RESPONSIBILITY For and in consideration of the benefit provided the undersigned in the form of experience in evaluation and treatment of patients of Vanguard Health Management Inc. d/b/a Abrazo Community Health Network (“Hospital”), the undersigned and his/her heirs, successors and/or assigns do hereby covenant and agree to assume all risks of, and be solely responsible for, any injury or loss sustained by the undersigned while participating in the Program operated by Maricopa County, by and for its Department of Public Health (“MCDPH”) at Hospital unless such injury or loss arises solely out of Hospital’s gross negligence or willful misconduct. Dated this ____ day of ____________, 20__. Program Participant Witness B-1 EXHIBIT B CONFIDENTIALITY STATEMENT The undersigned hereby acknowledges his/her responsibility under applicable federal law and the Agreement between Maricopa County, by and for its Department of Public Health (“MCDPH”) and Vanguard Health Management, Inc. d/b/a Abrazo Community Health Network (“Hospital”), to keep confidential any information regarding Hospital patients and proprietary information of Hospital. The undersigned agrees, under penalty of law, not to reveal to any person or persons except authorized clinical staff and associated personnel any specific information regarding any patient and further agrees not to reveal to any third party any confidential information of Hospital, except as required by law or as authorized by Hospital. The undersigned agrees to comply with any patient information privacy policies and procedures of the MCDPH and Hospital. The undersigned further acknowledges that he or she has viewed a videotape regarding Hospital’s patient information privacy practices in its entirety and has had an opportunity to ask questions regarding Hospital’s and MCDPH’s privacy policies and procedures and privacy practices. Dated this ____ day of ______________, 20__. ______________________________ Program Participant ________________________________ Witness C-1 EXHIBIT C HEALTH, TRAINING AND BACKGROUND SCREENING ATTESTATION Maricopa County, by and for its Department of Public Health HEALTH OF PROGRAM PARTICIPANTS. MCDPH affirms the Program Participant(s) listed below have completed the following health screenings or documented health status as follows: 1. Tuberculin skin test within the past 12 months or documentation as a previous positive reactor or a chest x-ray taken within the past 12 months; and 2. Proof of Rubella and Rubeola immunity by positive antibody titers or 2 doses of MMR; and 3. Varicella immunity, by positive history of chickenpox or proof of Varicella immunization; and 4. Proof of Hepatitis B immunization or completion of a certification of declination of vaccine**, if patient contact is anticipated; and 5. Proof of Tetanus within the past 10 years; and 6. Proof of physical exam prior to entering the program and verification that there are no current medical restrictions known for intern prior to starting at hospital; and 7. Proof of seasonal flu shot or completion of a certification of declination of vaccine**, if patient contact is anticipated; and 8. Proof of negative drug screening for a clinical position at the Hospital. Such evidence shall include 10-Panel Urine Drug Screen (Amphetamines, Barbiturates, Benzodiazepines, Cocaine, Marijuana, Methadone, Opiates, Oxycodone, Phencyclidine, Propoxyphene) and or the current requirements of the Hospital’s RN position; and 9. Proof of CPR (Health Care Provider level). ** Certification of declination of vaccine – • Program Participants declining for reasons other than medical contraindication or religious objection may NOT participate in an education experience within ABRAZO; and • Program Participants declining due to medical contradiction or a religious objection are required to wear a face mask during an influenza surge. An ABRAZO Site Coordinator will review the influenza surge process and face mask protocol with Faculty/Instructors and interns prior to the on-site experience. C-2 TRAINING OF PROGRAM PARTICIPANTS. MCDPH affirms the Program Participants(s) and faculty listed below have completed the following training and therefore are familiar with and will comply with: 1. OSHA Bloodborne Pathogen Standard; and 2. OSHA/CDC guidelines relative to the prevention of the transmission of Tuberculosis in health care facilities; and 3. Video regarding Hospital’s patient information privacy policies and practices. BACKGROUND CHECKS. MCDPH has conducted a retrospective background check on all interns assigned to the program and members of staff/faculty responsible for supervision and/or instruction prior to their participation in clinical activities. Unless Hospital is notified in writing, all background checks are negative. The background check included the following: 1. Social Security number verification. 2. Criminal Search (7 years) 3. Violent Sexual Offender & Predator registry 4. HHS/OIG/SAM 5. Other: ____________________________ ATTENDING INTERNS: 1. ________________________ 2. ________________________ STAFF: 1. _______________________ 2. _______________________ MCDPH acknowledges this information will be available to all Tenet affiliates as reasonably necessary. MCDPH: _____________________________ Name: _______________________ Title: ________________________ Date: ________________________