ATSU AFFILIATION AGREEMENT 2019.09.19-PARTIALLY EXECUTED.PDF

AFFILIATION AGREEMENT
This Agreement is made by and between the A.T. Still SOMA of Health Sciences "ATSU" by and
through its School of Osteopathic Medicine in Arizona located at 5850 E. Still Circle, Mesa AZ 85206
(hereinafter "SOMA") and Maricopa County, administering this Agreement for its Office of the Medical
Examiner, d.b.a. Maricopa County Office of the Medical Examiner, Forensic Science Center, 701 West
Jefferson Street, Phoenix, Arizona 85007-2908, (hereinafter "OME").
RECITALS
WHEREAS, SOMA wishes to participate with OME in providing coordinated clinical educational
programs for the education and training of health science students, classified as either students, externs,
interns, residents, and/or fellows from SOMA (hereinafter called "Program Participants"); and
WHEREAS, Maricopa County owns and operates OME, and wishes to cooperate in the development
of settings for coordinated clinical, educational, research and public service programs of interest to SOMA
and Maricopa County.
THEREFORE, the parties hereby agree as follows:
ARTICLE 1: TERM
1 .1 The Term of this Agreement is entered into January 1, 2020 and shall terminate on December 31,
2024 subject to the termination provisions in Article 12.
1.2 This Agreement may be extended for up to four (4) additional one (1) year periods or any portions
therefore, through a duly executed amendment signed by both SOMA and OME.
ARTICLE 2: AGREEMENT LIMITATION
2.1 Each Party will retain complete control over such programs of its own that are outside of this
Agreement.
ARTICLE 3: SCOPE OF WORK
3.1 Program Participants will provide services in their assigned areas as mutually agreed upon between
OME and SO MA. Notice of any changes will be coordinated with the appropriate OME Professional
staff.
3.2 Program Participants are not to be considered as ostensible agents, independent health care
providers, patient advocates, or volunteers, employees or agents of Maricopa County. Furthermore,
Program Participants are to be considered as individuals participating in training programs while
providing services pursuant to the terms of this Agreement.
3.3 Nothing in the execution of this Agreement or in its performance shall be construed to establish an
employer-employee, agency, partnership or joint venture relationship between the Program
Participants, individually or collectively, and Maricopa County.
3.4 The applicable OME Professional Staff will oversee and modify as necessary the duties of the
Program Participants, including post mortem procedures, laboratory orders, report preparation, and
toxicology and histology interpretation, performed in accordance with learning objectives of those
Program Participants under their supervision.
3.5 Program Participants shall not have ultimate authority for decisions regarding the determination of
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decedent's clinical diagnoses, procedures, and/or dispositions as this authority rests with OME
Professional staff.
3.6 This Agreement shall apply to all OME's sites in Maricopa County.
3.7 Accreditation Compliance. This agreement covers SOMA. The accreditation body ("Accreditation
Agency") responsible for the accreditation iof the academic program is the 1AR(1].
ARTICLE 4: SOMA RESPONSIBILITIES
4.1 Ensure that each Program Participant, if applicable, is appropriately certified and/or licensed pursuant
to the requirements of the State of Arizona, or shall be deemed exempt from such requirement by
the appropriate Arizona licensure board, is in good standing in their program, and complies with all
applicable laws and rules established by the State and Federal Government.
4.2 Provide and coordinate the individual educational and training programs for Program Participants,
including, but not limited to, recruitment, master schedules, program compliance, curricula
development, fiscal controls and budgeting, all disciplinary action, and all administrative and
overhead costs.
4.3 Ensure that Program Participants agree to comply with all applicable policies, procedures, rules and
regulations of OME, as provided by OME to the Program Participant(s). Upon OME's request, SOMA
shall remove any Program Participant for unsatisfactory performance or failure to comply with OME's
administrative, patient care or decedent policies, procedures, rules and regulations, or any applicable
laws and rules of the State of Arizona. OME agrees to provide SOMA a statement in writing of the
reason(s) for the requested removal of the Program Participant. The withdrawal, dismissal, or
removal of a Program Participant shall not affect continuation of this Agreement or the continued
training of other Program Participants assigned to OME.
4.4 Provide OME upon execution of this Agreement and separate written request, certification of worker's
compensation coverage for eligible Participants who are SOMA employees.
4.5 Provide OME with documentation, upon execution of this Agreement and separate written request,
that Program Participants have completed: (a) training in Human Blood and Body Fluid Precautions,
as set out by Occupational Safety and Health Administration (OSHA) Regulations; (b) immunization
for Hepatitis B, or signed OSHA declination; (c) annual Tuberculin skin test, chest x-ray, or other
appropriate health test survey; (d) medical clearance to wear a TB effective respirator and (e)
immunization for Measles and Rubella.
4.6 Maintain accreditation by the nationally recognized accreditation entity identified in Section 3.7.
Provide qualified faculty and a structured educational experience to Program Participants in
accordance with the accreditation standards of the applicable Accreditation Agency, including
operating and managing the College and their associated medical student program in accordance
with applicable accreditation guidelines and standards.
ARTICLE 5: OME RESPONSIBILITIES
5.1 Ensure the availability of qualified applicable professional and medical staff for the oversight,
immediate and direct supervision of the medical Program Participants. OME agrees to notify its staff
of the obligations covered by and agreed to in this Agreement.
5.2 Ensure the supervision of Program Participants as set out within this Agreement and that such
services shall be performed in a professional manner consistent with like services performed by
licensed professionals consistent with the applicable accreditation standards and requirements, as
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well as the requirements, policies, procedures, and practices of OME.
5.3 Maintain exclusive control over the contracting, credentialing and oversight of its Medical and
Professional Staff.
5.4 Notify Professional Staff involved in oversight of Program Participants of its responsibilities as
supervisory staff, which include, but are not limited to, participation in formal evaluations of Program
Participants' performance and review of their clinical decisions, diagnoses, treatment and/or
procedures as applicable.
5.5 Notify SOMA of concerns regarding any Program Participant's safety and/or appropriateness
affecting his/her ability to carry out the responsibilities set out in this Agreement.
5.6 Provide Program Participants with training in Blood and Body Fluid Precautions pursuant to OME's
policies and procedures for their facilities and programs.
5.7 OME shall provide to the Program Participants covered by this Agreement emergency medical care
and treatment in life threatening situations that arise during the Program Participants' training at
OME to the extent such treatment and care is available at OME; however, since OME does not
provide Emergency Room care in such facilities, OME shall provide for the prompt and appropriate
transfer of the Program Participant to such a facility. In such case, all associated expenses for such
medical care and treatment shall not be the responsibility of OME.
5.8 The administration of didactic and hands on educational services at the facilities of OME shall be
the sole responsibility of OME.
5.9 Pursuant to paragraph 5.7 and if applicable, OME agrees that, upon report of exposure to an
infectious agent or hazardous material of Program Participants (i.e. needle stick, inhalation, mucus
membrane or skin exposure to blood or body fluids or airborne contaminants) OME will provide for
the prompt and appropriate transfer or referral of the Program Participant to a facility that SOMA has
designated for occupational exposure management. Finally, OME will provide copies of all incident
reports documenting the circumstances of the exposure to 00MAIAR(2]. OME will not be responsible
for any post- exposure testing and further prophylactic drug treatment.
5.10 In accordance with accreditation guidelines by the appropriate Accreditation Agency identified in
Section 3.7, OME will comply with, at a minimum, the following requirements:
i. Ensure responsibility for the control and operation of OME's facilities and its programs.
Cooperate with SOMA and acknowledge SOMA's sole authority with respect to academic
programs.
Use its best efforts to ensure that its environment promotes the development of appropriate
professional attributes in the Program Participants assigned thereto.
iv. Provide the clinical facilities and equipment reasonably necessary for the Program
Participants' clinical training and allow reasonable use of medical libraries, classrooms and
conference rooms, as mutually agreed.
5.11 Provide each Program Participant who has been approved for a rotation placement with all medical
supplies including Professional Protection Equipment ("PPE") and adequate TB effective respirator fit
testing. Program Participants will be responsible for complying with the OME practices regarding how
and when to utilize the supplies including the frequency of changes of the PPEs during a typical daily
shift.
'ARTICLE 6: MUTUAL RESPONSIBILITIES OF OME AND SOMA1/4AR(3)
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6.1 The personnel of the OME and the faculty of SOMA assigned to the program will confer at such times
as may be mutually agreed upon to evaluate the educational program.
6.2 The personnel of the OME and the faculty of SOMA assigned to the program will cooperate in providing
a sound educational environment.
6.3 The specific responsibilities, requirements and information related to the specific programs that are
attached and incorporated into this Agreement as Special Provisions (as necessary). The parties may
develop special provisions for other programs to be covered by this Agreement.
ARTICLE 7: COMPENSATION/PAYMENT
7.1 All training activities involving OME services rendered involving Program Participants covered by
this Agreement are considered to be educational in nature, and therefore, OME or the families of
the deceased of OME shall pay no monetary compensation to the Program Participants. Any salary,
stipend, and/or benefits, due a Program Participant shall be the sole responsibility of SOMA.
7.2. For services provided pursuant to this Agreement, no Maricopa County employee may receive
directly or indirectly any form of compensation from SOMA in addition to the employee's regular
Maricopa County salary.
ARTICLE 8: CONFIDENTIALITY
8.1 SOMA shall notify the Program Participants that they are responsible for maintaining the confidentiality
of patient information. Program Participants shall not have access to, or have the right to review, any
medical record, except where necessary in the regular course of the training program covered by this
Agreement or in furtherance of any litigation arising out of Program Participant's rotation at OME.
Additionally, because of SOMA's reliance upon OME for information required by federal, state and
accreditation requirements, OME agrees to provide SOMA access to that information for those
purposes. The discussion, transmission, or narration, in any form, by Program Participants of any
patient information of a personal nature, medical or otherwise, obtained by the Program Participants is
forbidden except as a necessary part of the training program covered by this Agreement. SOMA shall
affirm that all Program Participants have received all mandatory training required by Federal Rules and
Regulations for the protection of patients' protected health information (PHI) and that departmental
records of completion of such training shall be available to OME upon written request. Should OME
require any additional training, SOMA shall notify Program Participants of such requirement and OME
shall provide SOMA with records of such attendance.
8.2 OME and SOMA agree to abide by the limitations set forth in the Family Educational Rights and Privacy
Act ("FERPA") and regulations at 34 CFR 99.33 regarding the protection of educational data. Both
parties acknowledge that this agreement allows access to educational data, and agree to hold that
information in strict confidence. Both parties agree not to use or disclose educational data received
from or on behalf of either institution except as permitted or required by this Agreement, as otherwise
required by law, or as authorized in writing by Student.
ARTICLE 9: NON-DISCRIMINATION
9.1 The parties shall comply with all applicable state and federal statutes and regulations governing
Equal Employment Opportunity, Non-Discrimination and Immigration in the course of carrying out
duties pursuant to this Contract. The Parties shall also comply with the provisions of Executive
Orders 75-5, as amended by Executive Order No. 99-4, which are incorporated into this Contract
by reference as if set forth in full herein. OME agrees that, if a Program Participant files a complaint
either with OME or SOMA alleging that s/he has been subjected to unlawful discrimination by OME,
OME will cooperate with SOMA to investigate and resolve such complaints.
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ARTICLE 10: AMERICANS WITH DISABILITIES ACT
10.1 The Parties shall comply with all applicable provisions of the Americans with Disabilities Act (Public
Law 101-336,42 U.S.C. 12101-12213) and all applicable federal regulations under the Act, including
28 CFR Parts 35 and 36.
ARTICLE 11: INSURANCE
Each party shall furnish to the other, upon execution of this Agreement and separate written request,
the following as applicable: certification of general liability insurance coverage and certification of
professional errors and omissions liability (professional liability) coverage reasonably satisfactory for
protection of assigned Program Participants as established in accordance with Arizona Revised
Statutes 41- 621 et seq., (State of Arizona Self-Insured Program), or amendments thereof, or other
pertinent statutes; and/or certification of comprehensive general liability insurance coverage, premises
liability coverage, and certification of professional errors and omissions liability (professional liability)
coverage reasonably satisfactory for protection of its employees in amounts of not less than $2,000,000
per occurrence and $4,000,000 annual aggregate.
11.3 Each Party shall notify the other thirty (30) days prior to any discontinuance of such insurance
coverage. Upon either party's notice of the other's discontinuation of insurance coverage, the other
party shall then have the right to immediate termination of the Agreement.
ARTICLE 12:TERMINATION
12.1 Either party may, at any time and without cause, cancel this Agreement by providing the other
Party with ninety (90) days advance notice. The Parties agree that any such termination shall not
become effective with respect to the Program Participants then enrolled in a training rotation until
the Program Participants' scheduled rotation is completed, provided that OME continues to have
sufficient staffing and other resources to continue the program until that date.
12.2 If, in the judgment of either party to the Agreement, the other party does not perform in accordance
with the conditions of this Agreement, or is otherwise in default of any provision of this Agreement,
the party claiming non-performance or default shall give written notice to the other party specifying
the nature of the non-performance or default. If the non-performance or default is not corrected
within 30 days after receipt of such written notice, or if the non-performing or defaulting party fails
to diligently pursue remedies for corrections which require more than 30 days to complete, the party
claiming non-performance or default may terminate this Agreement.
12.3 The OME Chief Medical Examiner or his designee is authorized to provide notice of termination and
to terminate this Agreement on behalf of OME under the provisions set out in this Agreement.
12.4 [Notwithstanding any other provision in this Agreement, this Agreement may be terminated if the
Maricopa County Board of Supervisors does not appropriate sufficient monies for the purpose of
maintaining this Agreement. Should Maricopa County fail to appropriate the necessary funds, OME
may reduce the scope of its involvement in this Agreement, if appropriate, or cancel this Agreement
without further duty or obligation. OME shall notify SOMA of such action by delivering notice to
SOMA as soon as it learns of the unavailability of said fundslAR(4)
12.5 This Agreement may be canceled pursuant to Arizona Revised Statutes §38-511 as amended,
without penalty or further obligation, if any person significantly involved in initiating, negotiating,
creating, drafting, or obtaining this Agreement on behalf of either party is at any time while this
Agreement or any renewal and extension of this Agreement is in effect, an employee or agent in
any capacity or a consultant to the other party, with respect to the subject matter of this Agreement.
Cancellation shall be effective when written notice is received, unless the notice specifies a later
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time.
ARTICLE 13: ARBITRATION/ LITIGATION
13.1 This Agreement shall be governed by the laws of Arizona and the courts of Arizona shall have
jurisdiction over any litigation arising from or related to the Agreement.
13.2 The parties shall endeavor in good faith to promptly resolve any dispute arising under this Agreement
by direct negotiations between supervisors or executives who have authority to resolve the matter.
Such negotiations shall be conducted in the spirit of collaboration and compromise to address the
legitimate concerns of the parties, while avoiding more costly dispute resolution procedures.
13.3 The parties agree that pursuant to Arizona Rules of Civil Procedure, any disputes subject to Arizona
Revised Statutes section §12-133 with an amount in controversy less than or equal to amounts set out
in Arizona Rules for Compulsory Arbitration shall be resolved by arbitration in Maricopa County.
ARTICLE 14: NON-WARRANTY
14.1 The parties do not warrant their respective right or power to enter into this Agreement and if the
same is declared null and void by court action initiated by third persons, there shall be no liability to
the other party by reason of such action or by reason of this Agreement.
ARTICLE 15: COMPLIANCE
15.1 Each Party shall comply with all Federal, State and Local laws, rules, regulations, standards and
Executive orders, without limitation to those designated within this Agreement. The laws and
regulations of the State of Arizona shall govern the rights of the parties, the performance of this
Agreement and any disputes hereunder. Any changes in the governing laws, rules and regulations
during the terms of this Agreement shall apply, but do not require an amendment.
ARTICLE 16: REMEDIES
16.1 Either party may pursue any remedies provided by law for the breach of this Agreement. No right
or remedy is intended to be exclusive of any other right or remedy and each shall be cumulative
and in addition to any other right or remedy existing at law or at equity or by virtue of this Agreement.
ARTICLE 17: SEVERABILITY
17.1 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall
continue valid and enforceable to the full extent permitted by law.
ARTICLE 18: INDEMNITY
18.1 Each party (as Indemnitorl) agrees to indemnify, defend, and hold harmless the other party (as
'indemnitee') from and against any and all claims, losses, liability, costs, or expenses (including
reasonable attorney's fees) (hereinafter collectively referred to as 'claims') arising out of bodily injury
of any person (including death) or property damage, but only to the extent that such claims which
result in vicarious/derivative liability to the indemnitee are caused by the act, omission, negligence,
misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers.
'ARTICLE 19: SPECIAL PROVISIONS
[AR(5]
19.1 The attached Special Provisions, which may set forth additional particular responsibilities of the Parties
hereto, are, by this reference, made for all purposes a part of this Agreement. They are not intended
to limit the Parties to this Agreement from developing Special Provisions for other programs covered
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by this Agreement. In cases where the representations of the Special Provisions differ from those in
the General Provisions, the representations of the General Provisions shall control.
19.2 Special Provisions shall be added or amended as necessary to reflect changes including, but not
limited to, payment, personnel or supervisor changes, and will be attached to and become a part of
this Agreement when such Special Provisions have been mutually agreed to and signed by the
appropriate and authorized persons from each party.
ARTICLE 20: NOTICES
20.1 Any notice under this Agreement shall be deemed sufficiently given if sent by facsimile, courier,
electronic transmittal or similar reliable means of delivery, with receipt confirmed. Such notice shall be
directed as set forth below:
ATSU - ISOM4AR(6] OME
CEO Maricopa County OME
ATTN: D. Renee McBride ATTN: Administrative Director
5850 E. Still Circle 701 W. Jefferson Street
Mesa, AZ 85206 Phoenix AZ 85007
ARTICLE 21: USE OF NAME
21.1 Neither party will use the name or trademarks of the other party in any news release, publicity,
advertising, endorsement, or commercial communication without the prior written approval of the other
party.
ARTICLE 22: ASSIGNMENT
22.1 No party has the right or the power to assign this Agreement, in whole or in part, without the prior written
consent of the other parties, and any purported assignment in contravention of this provision shall be
null and void.
ARTICLE 23: E-VERIFICATION
23.1 SOMA warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges that it and its
subcontractors, if any, warrant their compliance with all federal immigration laws and regulations that
relate to their employees and their compliance with A.R.S. §23-214(A). SOMA further acknowledges
that a breach of such warranty shall be deemed a material breach of the Agreement that is subject to
penalties up to and including termination of the Agreement
23.2 OME retains the legal right to inspect the papers of any contractor or subcontractor employee who
works on the Agreement to ensure that the contractor or subcontractor is complying with the warranty
provided above and that the contractor agrees to make all papers and employment records of said
employee(s) available during normal working hours in order to facilitate such an inspection.
23.3 Nothing herein shall make any contactor or subcontractor an agent or employee of the contracting
government entity.
ARTICLE 24: ENTIRE DOCUMENT
24.1 This Agreement constitutes the entire document, and the understanding among the parties. This
Agreement may not be modified, amended, altered or extended except through a written amendment
signed by the parties.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the dates indicated below.
MARICOPA COUNTY AT Still SOMA
By: By:
Name:
Title: Chairman, Board of Supervisors
Date: Date: h)tm
ATTEST:
By:
Date
DETERMINATION OF COUNSEL
Pursuant to ARS 11-201, the Agreement has been reviewed by the undersigned attorney
for Maricopa County who has determined that it is in proper form and is within the powers
and authority granted under the laws of the State of Arizona.
By:
Date
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SPECIAL PROVISIONS
NONE
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