4-9-19 RYAN WHITE AND GCU AFFILIATION AGREEMENT.DOCX
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Clinical Education Agreement Between MARICOPA COUNTY And GRAND CANYON UNIVERSITY c-##-##-###-#-## This Agreement shall be effective as of the last date signed below. The parties to this Agreement are GRAND CANYON UNIVERSITY INC. d/b/a GRAND CANYON UNIVERSITY (“University”) with its principal place of business located at 3300 West Camelback Road, Phoenix, Arizona 85017 and MARICOPA COUNTY, a political subdivision of the State of Arizona, administered by its RYAN WHITE, PART A PROGRAM (“Ryan White”). RECITALS WHEREAS, the University wishes to participate with Ryan White 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 the University, (hereinafter called “Program Participants”); and WHEREAS, Maricopa County owns and operates Ryan White, and wishes to cooperate in the development of settings for coordinated clinical, educational, research and public service programs of interest to the University and Maricopa County. THEREFORE, the parties hereby agree as follows: ARTICLE 1: TERM 1.1 This Agreement is effective beginning May 1, 2019 and ending May 1, 2024 (no more than five (5) years). This Agreement may be terminated by either party at any time with prior written notice to the other party. 1.2 This Agreement may be extended for up to one (1) additional five (5) year period or any portions therefore, through a duly executed amendment signed by both the University and Ryan White. 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 Ryan White and University. Notice of any changes will be coordinated with the appropriate Ryan White 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. Each party understands and agrees that this Agreement establishes a bona fide training relationship and that the agents, Students, or employees of each respective party are not employees or agents of the other party. 3.4 The applicable Ryan White Professional Staff will oversee and modify as necessary the duties of the Program Participants 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 patient’s clinical diagnoses, procedures, and/or dispositions as this authority rests with Ryan White Professional staff. 3.6 This Agreement shall apply to all Ryan White’s sites in Maricopa County. 3.7 Accreditation Compliance. This agreement covers the University. The accreditation bodies responsible for the accreditation of the academic programs within the College of Nursing is the Liaison Committee on Medical Education (LCME) for the nursing student curriculum. ARTICLE 4: UNIVERSITY RESPONSIBILITIES 4.1 Organize, establish and administer the academic education program. University shall be responsible for planning the educational curriculum and shall maintain appropriate records and reports on each Student’s clinical experience. 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 University shall not assign to a Supervising Clinician more than one student at any one time during the Program experience. 4.4 University shall notify Ryan White in writing at least thirty days in advance of its proposed schedule of clinical assignments, and such schedule is subject to the advance written approval of Ryan White. 4.5 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. University agrees to designate for participation in the Program only Students who have completed the necessary training, appropriate prerequisites and didactic work for the Program, and are in good standing with their respective institutions. 4.6 Ensure that Program Participants to comply with all applicable policies, procedures, rules and regulations of Ryan White, as provided by Ryan White to the Program Participant(s), and to maintain patient confidentiality in accordance with applicable laws, as well as the confidentiality of records and business operations of Ryan White. 4.7 Upon Ryan White’s request, University shall remove any Program Participant for unsatisfactory performance or failure to comply with Ryan White’s administrative, patient care or policies, procedures, rules and regulations, or any applicable laws and rules of the State of Arizona. Ryan White agrees to provide the University 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 Ryan White. 2 4.8 Furnish Ryan White, upon execution of this Agreement and separate written request, certification of worker’s compensation coverage and commercial general liability insurance or funded self- insurance for its employees. 4.9 University agrees to provide Ryan White 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 the 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 proof of adequate fit testing for the respirator and (e) immunization for Measles and Rubella. The student is responsible for costs for all pre-rotation screenings (including criminal background reports and drug test). University shall also provide Clinical Facility with documentation establishing that each Student has undergone the appropriate pre-screening and background check, and is eligible to have direct contact with patients. School shall maintain all personnel and academic records relating to Students. 4.10 Maintain accreditation by nationally recognized accreditation entities. 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 Colleges and their associated health sciences student and residency programs in accordance with applicable accreditation guidelines and standards. 4.11 Notify Program Participants of Ryan White’s requirement to provide personal protective equipment (PPE). 4.12 Students shall maintain health insurance throughout the entire term of their participation in the Program. Students shall be furnished emergency medical care and treatment, if needed, while on duty at Ryan White with the associated expense to be the responsibility of the Student. ARTICLE 5: Ryan White RESPONSIBILITIES 5.1 Ensure the availability of qualified applicable professional staff for the oversight, immediate and direct supervision of the Program Participants. Supervising Clinicians will provide instruction and supervision of Students assigned to the Program, in accordance with guidelines agreed upon by Ryan White and University. Ryan White agrees to notify its staff of the obligations covered by and agreed to in this Agreement. 5.2 Ryan White will ensure that that all notes or charting concerning a patient’s treatment or progress; if written by a Student, will be signed by the Student and countersigned by a Supervising Clinician. Supervising Clinician shall complete written evaluations on each Student on forms provided by School. 5.3 Ryan White assumes full responsibility for the care of its patients. It is understood that School does not derive direct revenue from patient care activity at Ryan White. 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 well as the requirements, policies, procedures, and practices of Ryan White. 5.3 Maintain exclusive control over the contracting, credentialing and oversight of its 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 3 Program Participants’ performance and review of their clinical decisions, diagnoses, treatment and/or procedures as applicable. 5.5 Notify University 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 Ryan White’s policies and procedures for their facilities and programs. 5.7 Ryan White 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 Ryan White to the extent such treatment and care is available at Ryan White; however, if Ryan White does not provide Emergency Room care in such facilities, Ryan White 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 Ryan White. 5.8 The administration of didactic and hands on educational services at the facilities of Ryan White shall be the sole responsibility of Ryan White. 5.9 At all times during the term of this Agreement and any renewal or extension hereof, Ryan White shall, at its own expense, comply with applicable State and Federal laws and regulations including but not limited to OSHA standards pertaining to Occupational Exposure to Blood borne Pathogens with respect to each of School’s employees, agents and Students(s) present at the Ryan White. 5.10 Pursuant to paragraph 5.7 and if applicable, Ryan White 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) Ryan White will provide an assessment of the incident to determine exposure significance and the necessity for initial prophylactic treatment, if applicable. Additionally, Ryan White will ensure any required assessment and treatment will be within the time limits articulated, in compliance with the most recent Centers for Disease Control (CDC) Guidelines, and consistent with the Occupational Safety and Health Administration (OSHA) Standards. Ryan White will immediately make available to the affected Program Participant a copy of all records of such treatment and follow up if available and applicable including the HIV, HBV and HCV status, of the source to the extent permitted by law. If Ryan White does not directly provide care consistent with the level of exposure, then Ryan White will provide for the prompt and appropriate transfer or referral of the Program Participant to a facility that provides the appropriate emergency medical care. Finally, Ryan White will provide copies of all incident reports documenting the circumstances of the exposure to: Grand Canyon University Risk Management Services, 3300 W. Camelback Rd. Phoenix, AZ, 85017, Attn: Director of Occupational and Environmental Health and Safety. Ryan White will not be responsible for any post-exposure testing and further prophylactic drug treatment. The University agrees that it will reimburse Ryan White for the cost of providing initial prophylactic treatment upon reasonable demand for payment sent to Grand Canyon University, 3300 W. Camelback Road, Phoenix, AZ 85017. Ryan White will not bill Program Participant for the initial prophylactic treatment. 5.11 In accordance with accreditation guidelines by the appropriate Accreditation Agencies under which University operates, Ryan White will comply with, at a minimum, the following requirements: i. Ensure responsibility for the control and operation of Ryan White’s facilities and its programs. ii. Cooperate with the University and acknowledge the University’s sole authority with respect to academic programs. 4 iii. 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 (as appropriate to include but not be limited to: on-call rooms and meals, study space, cafeteria, parking, etc.) and allow reasonable use of medical libraries, classrooms and conference rooms, as mutually agreed. 5.11 Ryan White shall maintain worker’s compensation insurance or funded self-insurance for its employees. 5.12 Ryan White shall not disclose any records concerning any Student to any third party except as required by law or authorized in writing by each Student. 5.13 As an independent contractor of University, Ryan White shall, in accordance with 42 U.S.C. § 1395(v)(1(I) and 42 C.F.R. Part 420, Subpart D §420.300 et seq., until expiration of four (4) years after the furnishing of Medicare reimbursable services pursuant to this Agreement, upon proper written request, allow the Comptroller General of the United States, the Secretary of Health and Human Services, and their duly authorized representatives access to this Agreement and to Ryan White’s books, documents, and records necessary to certify the nature and extent of costs of Medicare reimbursable services provided under this Agreement. None of the duties of supervising Clinicians shall be carried out through a subcontract with any other person or organization. ARTICLE 6: MUTUAL RESPONSIBILITIES; POLICIES AND PROCEDURES THAT GOVERN RESIDENT AND/OR FELLOW EDUCATION 6.1 The number of students accepted into the Program and the dates of each Student’s Program experience shall be arranged by mutual agreement between Ryan White and School. All Students shall be subject to Ryan White’s standards of admission. In the event it becomes necessary to cancel a reserved space or change a student assignment, University shall immediately notify Ryan White. 6.2 University agrees to notify each Program Participant who has been approved for a rotation placement with Ryan White to bring their own medical and school supplies in order to participate in the learning activities at the facility. All medical supplies including the Professional Protection Equipment (“PPE”) must be supplied by each Program Participant starting on the first day of the rotation placement. If the Program Participant does not have the medical supplies the rotation assignment cannot be initiated until the appropriate supplies are acquired. Ryan White will provide the names and locations of medical supply vendors in the Phoenix Metropolitan area whose equipment meets Ryan White’s technical specifications to the Program Participants. The equipment must meet all Ryan White and OSHA safety standards. Ryan White will be responsible for providing a secured location for the Program Participant to store their medical and school supplies at the start of the rotation. Program Participants will be responsible for complying with Ryan White practices regarding how and when to utilize the supplies including the frequency of changes of the PPE’s during a typical daily shift. The medical supplies must be inspected by the examination technician supervisor in order to insure compliance with OSHA and Ryan White standards. 6.3 School and Ryan White shall each designate a coordinator who shall be reasonably available for consultation with the other respective coordinator concerning each Student’s qualifications, clinical experience performance, and the curriculum of the clinical experience program. 6.4 Both parties agree to cooperate with each other and share information in the event that any investigation is conducted with respect to a Student’s experience or performance at Ryan White. Students may be asked to sign a form granting School and Ryan White permission to share information relevant to his or her experience or performance. 5 6.5 Students shall be subject to and follow all Ryan White’s rules, regulations, policies and procedures, including standard precautions. Students enrolled in the Program will also be governed in accordance with the policies and procedures established through School. ARTICLE 7: COMPENSATION/PAYMENT 7.1 All training activities involving Ryan White services rendered involving Program Participants covered by this Agreement are considered to be educational in nature, and therefore, Ryan White or the families of the deceased of Ryan White 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 University. 7.2 For services provided pursuant to this Agreement, no Maricopa County employee may receive directly or indirectly any form of compensation from University in addition to the employee's regular Maricopa County salary. ARTICLE 8: CONFIDENTIALITY 8.1 The University 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 Ryan White. Additionally, because of the University’s reliance upon Ryan White for information required by federal, state and accreditation requirements, Ryan White agrees to provide University 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. University 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 the departmental records of completion of such training shall be available to Ryan White upon written request. Should Ryan White require any additional training, University shall notify Program Participants of such requirement and Ryan White shall provide University with records of such attendance. 8.2 Notwithstanding the foregoing, for purposes of compliance with the Health Insurance Portability and Accountability Act and associated privacy regulations (“HIPAA”), Students shall be considered part of Ryan White’s workforce as that term is defined in HIPAA to include trainees and students. Students are not considered workforce or employees of Ryan White for other purposes, including but not limited to tax or employment law. Ryan White shall provide Students with the necessary training specific to HIPAA-covered workforce and Ryan White’s policies pertaining thereto. 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 laws 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. Ryan White agrees that, if a Program Participant files a complaint either with Ryan White or University alleging that s/he has been subjected to unlawful discrimination by Ryan White, Ryan White agrees to cooperate with University to investigate and resolve such complaints. 6 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 11.1 University will provide and maintain insurance as described below: 11.1.1 Commercial general liability insurance (or completed coverage under a program of self- insurance) providing coverage on claims made for occurrences during the term of this Agreement with limits no less than $2,000,000 per occurrence and $4,000,000 aggregate. 11.1.2 Professional liability insurance (or comparable coverage under a program of self- insurance) providing coverage on an “occurrence basis” for occurrences during the term of this Agreement with limits no less than $1,000,000 per occurrence and $3,000,000 annual aggregate, and shall name Maricopa county and Clinical Facility as an Additional Insured. 11.1.4 All insurance required herein shall be maintained in full force and effect. Failure to do so may, at the sole discretion of Ryan White, constitute a material breach of this Agreement. 11.1.5 To the extent permitted by University’s insurance provider, the general liability insurance shall name as additional insured, Maricopa County, its directors, subsidiaries, officers, employees, assigns, agents and board members. 11.1.6 School shall provide Ryan White with Certificate of Insurance evidencing the above-state coverage. 11.2 Ryan White shall 11.2.1 shall furnish the University, upon execution of this Agreement and separate written request, 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 Program Participants in amounts of not less than $2,000,000 per occurrence and $4,000,000 annual aggregate. 11.2.2 To the extent permitted by Ryan White’s insurance provider, the general liability insurance shall name as additional insured, Maricopa County, its directors, subsidiaries, officers, employees, assigns, agents and board members. 11.3 The insurances required in this section shall be in full force and effect prior to the arrival of Students at Ryan White. 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. In the event any “claims made” policy is procured to meet the insurance requirement hereunder, “tail” coverage shall also be procured for a period of two (2) years after termination of such policy. ARTICLE 12: TERMINATION 12.1 Either party may, at any time and without cause, cancel this Agreement by providing the other Party 7 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 Ryan White 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 Ryan White Program Manager or his/her designee is authorized to provide notice of termination and to terminate this Agreement on behalf of Ryan White 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 or if the University’s appropriation is reduced during the term of this Agreement, Maricopa County may reduce the scope of its involvement in this Agreement, if appropriate, or cancel this Agreement without further duty or obligation. Ryan White shall notify University of such action by delivering notice to University as soon as it learns of the unavailability of said funds. 12.5 This Agreement may be canceled pursuant to Arizona Revised Statutes section 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 time. 12.6 The Parties recognize that the performance by GCU may be dependent upon the appropriation of funds by GCU’s Board of Directors. Should the University’s appropriation of funds be reduced during the term of this agreement, Board may reduce the scope of GCU’s involvement in this Agreement, if appropriate, or cancel this Agreement without further duty or obligation. GCU shall notify Ryan White of such action by delivering written notice to Ryan White as soon as it learns of the unavailability of said funds. . 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. 8 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 ‘indemnitor’) 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: Persons Responsible for Education and Supervision At University: Program Director Name: Address: Grand Canyon University, City, State, Zip: 3300 W. Camelback Road, Phoenix, AZ 85017. Phone: Email: At Ryan White: Address: 301 W. Jefferson Street City, State, Zip: Phoenix, AZ 85007 Phone: (602) 506-3322 Email: The faculty mentioned above are responsible for the education and supervision of the residents and/or fellows while rotating at Ryan White. ARTICLE 20: SPECIAL PROVISIONS 9 20.1 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 by this Agreement. In cases where the representations of the Special Provisions different from those in the General Provisions, the representations of the General Provisions shall control. 20.2 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 21: USE OF NAMES 21.1 No party shall use the name, logo, or likeness of another party, or another party’s employee or agent in any publicity or advertising material without such other party’s express prior written consent; however, the existence and scope of the Program may be made known to Students as a means of assistance in completing their training requirements. ARTICLE 22: NOTICES 22.1 Whenever written notice is required or permitted to be given by any party to the other, such notice shall have been deemed to have been sufficiently given if personally delivered or deposited in the United States Mail in a properly stamped envelope, certified or registered mail, return-receipt- requested, addressed to For University Grand Canyon University Attention: Nursing Program Director 3300 W. Camelback Road Phoenix, AZ 85017 For Ryan White Ryan White Part A Program Attention: Program Manager 301 W. Jefferson Suite 3200 Phoenix, AZ 85003 ARTICLE 23: ASSIGNMENT 23.1 Neither party shall assign all nor part of this Agreement without the prior written consent of the other party which consent shall not be unreasonably withheld, provided, however, that this Agreement may be assigned by either party without consent of the other to an affiliate or to any third party who succeeds to substantially all of its businesses or assets. In eth event of a valid assignment, this Agreement will insure to the benefit of and be binding upon each party and its respective successors and permitted assigns. ARTICLE 24: EXCLUDED INDIVIDUAL 24.1 Each party shall immediately notify the other party in the event that it becomes an excluded individual from any federal health care program. ARTICLE 25: ENFORCEABILITY AND WAIVER 25.1 The invalidity or unenforceability of any term or provision of this Agreement shall in no way affect the validity or enforceability of any other term or provision. The waiver by a party of a breach of 10 any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof. ARTICLE 26: NON-EXCLUSIVE AGREEMENT 26.1 Each party may enter into similar agreements with other training institutions, provided that such agreements do not materially interfere with the ability of each party to carry out its obligations hereunder. ARTICLE 27: E-VERIFICATION OF EMPLOYEES 27.1 University 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). University 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. 27.2 The Clinical Facility 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. 27.3 Nothing herein shall make any contactor or subcontractor an agent or employee of the contracting government entity. ARTICLE 2: ENTIRE DOCUMENT 21.1 This Agreement constitutes the entire agreement and the understanding among the parties and supersedes all prior agreements and representations. This Agreement may not be modified, amended, altered or extended except through a written amendment signed by the parties. IN WITNESS WHEREOF, this Contract is executed on the date set forth below. GRAND CANYON UNIVERSITY MARICOPA COUNTY BOARD OF SUPERVISORS By:__________________________ BY: Date:________________________ _________________________________ Chairman, Board of Supervisors Approved as to form: Date: ______________________ ________________________________ ATTEST: Attorney for Grand Canyon University Date: ______________________ ________________________________ Clerk of the Board MARICOPA COUNTY RYAN WHITE PART A PROGRAM, PHOENIX, ARIZONA Date: ______________________ 11 Approved as to form: By: ________________________________ ________________________________ Date: ______________________________ Deputy County Attorney Date: ______________________ 12