PIMA AFFILIATION AGREEMENT - NEEDS BOS SIGNATU.PDF

CLINICAL EDUCATION AGREEMENT
This Agreement shall be effective January 1, 2019 (the "Effective Date"). The parties to
this Agreement are Pima Medical Institute ("School") and Maricopa County ("County"), a
political subdivision of the State of Arizona, administered by its Department of Correctional
Health Services, Department of Public Health, and other departments the County may designate
from time to time (together, "Clinical Facility").
WHEREAS, School wants to provide clinical experiences for the School's students
("Students") as part of their overall education; and
WHEREAS, County, through its Clinical Facility, is willing to provide clinical training to
School's Students; and
WHEREAS, it is to the benefit of both School and Clinical Facility to cooperate in the
educational preparation of Students, so as to promote excellence in patient care, to ensure
professional competence, and to provide maximum utilization of community resources,
NOW, THEREFORE, IT IS MUTUALLY AGREED that School may place selected
Students in the Clinical Facility for such clinical experiences (the "Program") according to the
following terms and conditions:
1. Program Description and Mutual Responsibilities of the Parties.
1.1 School shall retain full control and responsibility for the academic education of the
Students. Any educational goals and objectives for a rotation must be provided by
School to Clinical Facility prior to the start of the rotation and will be subject to
Clinical Facility's acceptance and approval.
1.2 The number of Students accepted into the Program and schedule of clinical
assignments shall be arranged in advance by mutual agreement between Clinical
Facility and School. In the event it becomes necessary to cancel a reserved space or
change a student assignment, School will immediately notify Clinical Facility.
1.3 School and Clinical Facility 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 Program.
1.4 School 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 who are in good standing. All Students shall be subject to Clinical
Facility's standards of Program admission and participation.
1.5 Clinical Facility assumes full responsibility for the care of its patients. It is
understood that School does not derive direct revenue from patient care activity at

Clinical Facility.
1.6 As part of their educational experience, Students may be asked to review patient
records to help support Clinical Facility's quality assurance projects without
necessarily having the patient records de-identified. If any study project requires
review and approval from School's Institutional Review Board (the "IRB"), the
Parties shall work cooperatively and take all reasonable steps necessary to obtain
approval from the IRB.
1.7 At all times during the term of this Agreement, all services shall be performed in
accordance with all applicable standards established by law or ordinance, or
established by the rules and regulations of any federal, state, or local agency,
department, commission, association, or other pertinent governing, accrediting, or
advisory body having the authority to set standards for offices maintained by health
care providers.
1.8 Clinical Facility and School agree to cooperate with each other and share information,
to the extent allowed by law, in the event of any investigation, audit, peer review
matter, disciplinary action or third-party liability claim arising out of the Program or
any services provided under this Agreement or any adverse event that may result in
liability to the other party in connection with their performance under this Agreement.
2. School's Responsibilities.
2.1 School shall advise all Students that they may be required to pass a physical
examination and drug screening when appropriate for the specific rotation; will be
required to have up-to-date immunizations including a hepatitis B series, annual
Tuberculin skin test, chest x-ray or other appropriate health test survey; (medical
clearance to wear a TB effective respirator and proof of adequate fit testing for the
respirator and immunization for Measles and Rubella; and will be required to
complete a criminal background check by the Clinical Facility (or its agent). School
or Student will be responsible for the cost of pre-rotation screenings not performed
by Clinical Facility (including physical examination and drug test, if applicable).
School shall provide Clinical Facility with documentation upon request establishing
that each Student has undergone the appropriate pre-screening and any necessary
documentation to perform the requisite background check. Clinical Facility (or its
agent) shall review any such documentation to determine if Student is eligible to have
direct contact with Clinical Facility patients.
2.2 Contractors need to be aware that there may be multiple background checks (Sheriff's
Office, County Attorney's Office, Courts as well as Maricopa County general
government) to determine if the respondents employees are acceptable for the
contractor to do business with the County. This applies to (but is not limited to) the
company and subcontractors. Employees or others who fail to pass these checks shall
not be allowed to work on County projects. Failure to meet these requirements may
lead to termination of the contract.
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2.3 School shall maintain all personnel and academic records relating to Students.
2.4 School shall require all Students and any other personnel furnished by School to
comply with all applicable rules, regulations, policies and procedures of the Clinical
Facility and to maintain confidentiality of patient information in accordance with
applicable law, as well as the confidentiality of records and operations of the Clinical
Facility. Students shall be required to acknowledge these responsibilities at the start
of the Program on a form prepared by Clinical Facility and to grant School and
Clinical Facility permission to share educational records necessary to the Program,
including written evaluations from Supervising Clinicians to School.
2.5 School shall reimburse Clinical Facility for any breakage or damage to equipment or
supplies, provided Clinical Facility provides evidence that such breakage or damage
was caused by a Student or School faculty member.
2.6 School shall furnish Clinical Facility, upon execution of this Agreement and separate
written request, certification of worker's compensation coverage for eligible
participants who are School employees.
2.7 School shall maintain accreditation by nationally recognized accreditation entities.
3. Clinical Facility's Responsibilities.
3.1 Clinical Facility will determine the locations and assignments for each Student in the
Program and notify School of available assignments.
3.2 Clinical Facility agrees (i) to provide direct supervision of Students and practical
instruction while on the assigned premises for the Program at Clinical Facility
locations by qualified clinicians who are on staff at the Clinical Facility ("Supervising
Clinicians"); (ii) 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; and (iii) to complete written evaluations on each Student on
forms provided by School.
3.3 At all times during the term of this Agreement and any renewal or extension hereof,
Clinical Facility 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 Bloodborne Pathogens with respect to each of School's
employees, agents and Students present at the Clinical Facility.
3.4 With respect to any quasi-professional services provided by Students under this
Agreement, Clinical Facility shall notify School and its Program Director(s) as soon
as possible of the initiation of any investigation of a Student or School faculty
member.
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4. Family Educational Rights and Privacy Act ("FERPA"). Clinical Facility and School
agree to abide by the limitations set forth under FERPA and regulations at 34 CFR 99.33
and 20 U.S. Code § 1232g 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 and 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 or allowed by law, or as authorized in writing by Student.
5. Health Insurance Portability and Accountability Act ("HIPAA"). Students shall be
instructed by School and/or Clinical Facility before beginning the Program concerning the
confidentiality of medical information of Clinical Facility's patients and standard
precautions. For purposes of compliance with HIPAA, Students shall be considered part
of Clinical Facility's work force as that term is defined in HIPAA to include trainees and
students. Students are not considered work force or employees of Clinical Facility for any
other purposes, including by and not limited to tax or employment law.
6. Policies and Procedure Governing Students. In addition to any policies and procedures
of School that govern Students' conduct, Students shall be subject to and follow Clinical
Facility's policies and procedures, including standard precautions, while participating in
the Program. Notwithstanding any provision to the contrary, Students shall not be entitled
to any defense or indemnity by the County, or to any stipends, benefits, terms or rights that
are afforded County employees, including workers' compensation, health insurance or
medical benefits, pension, retirement, or vacation or sick pay.
7. Termination of Student Experience. Clinical Facility may terminate the participation of
a Student in the Program if the Student's work, conduct or health might, in Clinical
Facility's sole discretion, have detrimental effect on its patients, staff, or operations.
Clinical Facility shall not be arbitrary or discriminatory in the exercise of this right.
8. Student Health Insurance and Emergency Medical Care. Students shall be responsible
for maintaining health insurance throughout the entire term of their participation in the
Program. Students may be furnished emergency medical care and treatment, if needed,
while on duty at Clinical Facility with the associated expense to be the responsibility of the
Student.
9. Indemnification. To the fullest extent permitted by law, each party shall defend,
indemnify, and hold harmless the other party, its agents, representatives, officers, directors,
officials, and employees for, from and against all claims, damages, losses and expenses,
including, but not limited to, attorneys' fees, court costs, expert witness fees, and the cost
of appellate proceedings, relating to, arising out of, or alleged to have resulted from the
negligent acts, errors, omissions or mistakes relating to the performance of this Agreement.
Each party's duty to defend, indemnify and hold harmless the other party, its agents,
representatives, officers, directors, officials, and employees shall arise in connection with
any claim, damage, loss or expense that is attributable to bodily injury, sickness, disease,
death, or injury to, impairment, or destruction of property, including loss of use resulting
therefrom, caused by any negligent acts, errors, omissions or mistakes in the party's
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performance of this Agreement including any person for whose acts, errors, omissions or
mistakes a party may be legally liable.
The amount and type of insurance coverage requirements set forth in Section 10 below will
in no way be construed as limiting the scope of the indemnity in this Section. Further, the
scope of indemnification does not extend to the sole negligence of either party.
10. Insurance.
10.1 Both parties shall maintain insurance or funded self-insurance as follows:
(i) commercial general liability insurance coverage with minimum limits of
$2,000,000 per occurrence and $4,000,000 annual aggregate; (ii) professional
liability insurance coverage with minimum limits of $1,000,000 per occurrence and
$3,000,000 annual aggregate; and (iii) workers' compensation insurance to cover
obligations imposed by federal and state statutes applicable to the respective party's
employees engaged in the Program. Upon written request, a party shall provide to
the other party a certificate of insurance evidencing such insurance coverage. Each
party shall endeavor to provide thirty (30) calendar days prior written notice to the
other party of any modification or termination of required insurance.
10.2 Before providing the services as defined above, Developer shall furnish County
with Certificates of Insurance evidencing coverage required by this Article. The
certificates shall identify County as additional insured and shall be signed by a
person authorized by that insurer to bind coverage on its behalf All obligations for
occurrence coverage shall survive termination of this Agreement. Other insurance
policies required hereby shall expressly provide that such policies shall not be
canceled, terminated or materially altered without thirty (30) days prior
written notice to County. All insurance obligations of this Article shall survive
termination of this Agreement.
10.3 It is understood that the County is "Self-Insured" and a Certificate of Insurance
shall be provided by County upon approval of this Agreement by the Parties.
11. Relationship of the Parties. Each party is a separate and independent institution, and
this Agreement shall not be deemed to create a relationship of agency, employment, or
partnership between or among them. Each party understands and agrees that this
Agreement establishes a bona fide training relationship and that the agents, Students, and
employees of each respective party are not employees or agents of the other party.
Nothing in this agreement shall at any time be construed as to create the relationship of
employer and employee, co-employee, partnership, principal and agent, or joint venture
between the County and the Contractor.
12. Term. Unless terminated earlier as described in Section 13 below, the term of this
Agreement shall be from 01/01/2019 through 12/31/2023. The County may, at its option
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and with the agreement of the School, renew the term of this Agreement for additional
terms up to a maximum of five (5) years.
13. Termination. This Agreement may be terminated by either party upon thirty (30) days
prior written notice to the other party; provided, however, Students participating in an
ongoing clinical experience at the time shall be given the opportunity to complete their
participation. In such event, all applicable provisions of this Agreement shall remain in
force during the extension period from the effective date of termination, until the end of
the academic term in which the Students are enrolled.
14. Notices. Communications regarding the Program shall go through the parties' designated
coordinators. Any legal notice that is required or permitted to be given by a party to the
other shall be deemed to have been sufficiently given if personally delivered or deposited
in the U.S. Mail in a properly stamped envelope, addressed to:
For School For County:
Maricopa County Board of Supervisors
Attn: Clerk of the Board
301 West Jefferson Street, 10th Floor
Phoenix, Arizona 85003
Copy to Clinical Facility:
Education Manager
Maricopa County
Correctional Health Services
3250 W. Lower Buckeye Rd.
Suite 2100
Phoenix, AZ 85009
15. Amendments. This Agreement may be amended from time to time only by written
agreement of the parties.
16. Use of Names. No party shall use the name, trademark, 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 available via this Agreement may be made known to Students as a means of
assistance in completing their training requirements.
17. Assignment. 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 the event of a valid assignment, this Agreement will inure to the
benefit of and be binding upon each party and its respective successors and permitted
assigns.
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18. Governing Law and Venue.
18.1 This Agreement shall be construed in accordance with the laws of the State of
Arizona. Exclusive venue and jurisdiction for any actions or proceedings related to
or stemming from this Agreement shall be in the state or federal courts sitting in
Phoenix, Arizona.
18.2 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.
18.3 The parties agree that pursuant to Arizona Rules of Civil Procedure, any disputes
subject to Arizona Revised Statutes section12-133 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.
19. Conflict of Interest. The County's participation in this Agreement is subject to A.R.S. §
38-511, which provides that this Agreement may be cancelled if any person significantly
involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf
of the County is, at any time while this Agreement, or any extension thereof, is in effect,
an employee or agent of the other party to this Agreement in any capacity or consultant of
the other party with respect to the subject matter of this Agreement.
20. Enforceability and Waiver. The invalidity or unenforceability of any Willi 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 any provision of this Agreement shall not
operate as or be construed as a waiver of any subsequent breach thereof.
21. Non-exclusive Agreement. 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.
22. Compliance with Laws. Each party shall, to the extent such provisions apply, comply
with all federal and state laws, ordinances, Executive Orders, rules, regulations, standards,
and codes whether or not specifically referenced herein, including, but not limited to: Title
VI and VII of the Federal Civil Rights Act; the Federal Rehabilitation Act; the Age
Discrimination in Employment Act; the Americans With Disabilities Act, as amended; the
Immigration Reform and Control Act of 1986 (IRCA) and A.R.S. § 23-214; and Arizona
Executive Order 2009-9, which mandates that all persons shall have equal access to
employment opportunities. Unless exempted under Federal law, the parties shall not
discriminate against any employee or applicant for employment because of race, age,
disability, color, religion, sex or national origin.
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23. Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, and all of which together shall constitute one and the same
instrument.
24. Entire Agreement. This Agreement represents the entire agreement between the parties
with respect to the subject matter hereof, and supersedes all prior agreements and
representations.
25. Authority. The persons signing this Agreement warrant that they have full authority to do
so and that their signatures shall bind the parties for which they sign.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective
dates written below.
MARICOPA COUNTY
By: Pima Medical School By:
Name: Name:
Title: M us Directior Title: Chairman, Board of Supervisors
Date: LI II Date:
By: By:
Name: (1 ---i-e.3,017 4)p ry Name:
Title: MC CHS, Medi al Director Title: Clerk of the Board
Date: /1 i Date:
APPROVED AS TO FORM:
By: Dew\ v& 13rc Skdr
Name
Title: Deputy County Attorney
Date: lo
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